SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of January, 2006
Commission File Number: 011-16245
W.P. STEWART & CO., LTD.
(Translation of Registrant's Name Into English)
Trinity Hall
43 Cedar Avenue
P.O. Box HM 2905
Hamilton, HM LX
Bermuda
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F |X| Form 40-F |_|
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)1:
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)7:
Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes |_| No |X|
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-______.
W.P. STEWART & CO., LTD.
See press release attached hereto dated January 12, 2006 regarding the
announcement of the date for the fourth quarter and full-year 2005 earnings
release and the decision by the company to take a non-cash charge against
earnings.
[LETTERHEAD OF W.P. STEWART & CO., LTD.]
PRESS RELEASE
Contact: Fred Ryan
telephone: 441.295.8585
12 January 2006
Hamilton, Bermuda
W.P. Stewart & Co., Ltd. To Take Non-Cash Charge Against Earnings
And
Announces Date for Fourth Quarter and Full-Year 2005 Earnings Release
W.P. Stewart & Co., Ltd. ("W.P. Stewart" or the "Company") announced today an
impairment of customer related intangible assets and stated it will be taking a
non-recurring, non-cash charge against fourth quarter and full-year 2005
earnings of approximately $12.5 million, or $0.27 per share (diluted), related
to its 1999 acquisition of NS Money Management (Bermuda) Limited ("NSMM"). This
non-cash charge has no affect on the Company's tangible asset base or its
ability to pay dividends.
In June of 1999, the Company consummated its acquisition of all of the
outstanding capital stock of NSMM. NSMM operated as an investment adviser for
certain clients throughout the world, and W.P. Stewart served as a sub-adviser
for all of the related client accounts.
The final net purchase price of the NSMM acquisition aggregated approximately
$17 million and was classified as customer related intangible assets, subject to
a 20 year amortization. The $12.5 million impairment represents the remaining
unamortized balance.
Late in the fourth quarter of 2005, W.P. Stewart was instructed to liquidate
certain NSMM accounts as a result of a third party business transaction
impacting the related clients. This resulted in an outflow of approximately $200
million in assets under management ("AUM") but was not related in any way to
performance. The fees on the $200 million supported the NSMM customer related
intangible assets (per Financial Accounting Standards Board - SFAS No.142).
As a result of these circumstances, there will be reductions recorded of
approximately $12.5 million in Intangible Assets and Retained Earnings in the
Company accounts, as of 31 December 2005 and, accordingly, there will be no
future amortization of intangibles related to the NSMM acquisition.
Subsequent to the notice of redemption/liquidation, one of the parties in the
third party transaction opened a new account and has begun to fund the account.
A detailed review of AUM flows will be available in an earnings press release on
Tuesday, 31 January 2006.
Conference Call
In conjunction with the fourth quarter and full-year 2005 earnings release, W.P.
Stewart & Co., Ltd. will host a conference call on Tuesday, 31 January 2006. The
conference call will commence promptly at 9:15am (EDT) and will conclude at
10:00am (EDT). Those who are interested in participating in the teleconference
should dial 1-800-370-0898 (within the United States) or +973-409-9260 (outside
the United States). The conference ID is "W.P. Stewart".
To listen to the live broadcast of the conference over the Internet, simply log
on to our website at www.wpstewart.com and click on the Investor Relations tab
for a link to the webcast.
This teleconference will be available for replay from Tuesday, 31 January 2006
at 12:00 noon (EDT) through Wednesday, 1 February 2006 at 5:00 p.m. (EDT). To
access the replay, please dial 1-877-519-4471 (within the United States) or +
973-341-3080 (outside the United States). The PIN number for accessing this
replay is 6898586.
You will be able to access a replay of the Internet broadcast through Tuesday, 7
February 2006 on the Company's website at www.wpstewart.com. The Company will
respond to questions submitted by e-mail, following the conference.
The Company
W.P. Stewart & Co., Ltd. is an asset management company that has provided
research-intensive equity management services to clients throughout the world
since 1975. The Company is headquartered in Hamilton, Bermuda and has additional
operations or affiliates in the United States, Europe and Asia.
The Company's shares are listed for trading on the New York Stock Exchange
(NYSE: WPL) and on the Bermuda Stock Exchange (BSX: WPS).
For more information, please visit the Company's website at www.wpstewart.com,
or call W.P. Stewart Investor Relations (Fred M. Ryan) at 1-888-695-4092
(toll-free within the United States) or + 441-295-8585 (outside the United
States) or e-mail to IRINFO@wpstewart.com.
Statements made in this release concerning our assumptions, expectations,
beliefs, intentions, plans or strategies are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements involve risks and uncertainties that may cause actual results to
differ from those expressed or implied in these statements. Such risks and
uncertainties include, without limitation, the adverse effect from a decline or
volatility in the securities markets, a general downturn in the economy, the
effects of economic, financial or political events, a loss of client
accounts, inability of the Company to attract or retain qualified personnel, a
challenge to our U.S. tax status, competition from other companies, changes in
government policy or regulation, a decline in the Company's products'
performance, inability of the Company to implement its operating strategy,
inability of the Company to manage unforeseen costs and other effects related to
legal proceedings or investigations of governmental and self-regulatory
organizations, industry capacity and trends, changes in demand for the Company's
services, changes in the Company's business strategy or development plans and
contingent liabilities. The information in this release is as of the date of
this release, and will not be updated as a result of new information or future
events or developments.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
W.P. STEWART & CO., LTD.
Date: January 17, 2006 By: /s/ Rocco Macri
---------------------------------
Name: Rocco Macri
Title: Managing Director &
Chief Operating Officer