SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________
W.P. Stewart & Co., Ltd.
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(Name of Subject Company (Issuer))
Arrow Masters LP, Arrow Partners LP and Arrow Offshore, Ltd.
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(Names of Filing Persons) (Offerors)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
G84922106
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(CUSIP Number of Class of Securities)
___________
Mal Serure David J. Heymann
c/o Arrow Advisors LLC Post Heymann & Koffler LLP
499 Park Avenue Two Jericho Plaza, Wing A, Suite 211
New York, New York 10022 Jericho, New York 11753
Tel: 212-243-7338 Tel: 516-681-3636
Fax: 212-243-2195 Fax: 516-433-2777
(Name, address, and telephone numbers of
person authorized to receive notices and
communications on behalf of filing persons)
Calculation of Filing Fee
Transaction valuation* Amount of Filing Fee
Not applicable Not applicable
|_| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration number, or
the Form or Schedule and the date of its filing.
Amount Previously Paid: Not applicable
Form or Registration No.: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|
On May 21, 2008, W.P. Stewart & Co., Ltd. (the "Company") issued a press
release containing information about a proposed tender offer to be made by Arrow
Masters LP, Arrow Partners LP and Arrow Offshore, Ltd.; a copy of the press
release is filed as an Exhibit to the Company's Form 6-K filed with the
Securities and Exchange Commission on May 21, 2008 and is incorporated herein by
reference.
IMPORTANT INFORMATION:
ARROW MASTERS LP, ARROW PARTNERS LP AND ARROW OFFSHORE, LTD. HAS NOT YET
COMMENCED THE TENDER OFFER REFERRED TO IN THIS STATEMENT. UPON THE COMMENCEMENT
OF ANY TENDER OFFER, IT WILL FILE A TENDER OFFER STATEMENT WITH THE SECURITIES
AND EXCHANGE COMMISSION. THAT STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE TENDER OFFER AND SHOULD BE READ BY SECURITY HOLDERS. WHEN THE TENDER OFFER
IS COMMENCED, YOU WILL BE ABLE TO OBTAIN AT NO CHARGE (I) THE TENDER OFFER
STATEMENT AND OTHER DOCUMENTS WHEN THEY BECOME AVAILABLE ON THE SECURITIES AND
EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV AND (II) THE OFFER TO
PURCHASE AND ALL RELATED DOCUMENTS FROM THE OFFEROR.