SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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W.P. Stewart & Co., Ltd.
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(Name of Subject Company (Issuer))
Arrow Masters LP, Arrow Partners LP and Arrow Offshore, Ltd., Arrow Advisors
LLC, Arrow Offshore Advisors, LLC, Arrow Capital Management LLC, Alexandre von
Furstenberg and Mal Serure
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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)
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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
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$31,843,200 $1,252
* For purposes of the filing fee only assumes the purchase of 19,902,000
shares at a purchase price of $1.60 per share in cash.
|X| 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: $1,252
Form or Registration No.: SC TO-T
Filing Party: Arrow Partners LP
Date Filed: May 28, 2008
|_| 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: |_|
TENDER OFFER
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed by Arrow Masters LP, a Delaware limited
partnership, Arrow Partners LP, a Delaware limited partnership, Arrow Offshore,
Ltd., a Cayman Island exempted company, Arrow Advisors LLC, a Delaware limited
liability company, Arrow Offshore Advisors, LLC, a Delaware limited liability
company, Arrow Capital Management LLC, a Delaware limited liability company
("Management"), Alexandre von Furstenberg and Mal Serure to purchase up to
19,902,000 common shares (the "Shares") in W.P. Stewart & Co., Ltd. (the
"Corporation"), as set forth in the Schedule TO. Capitalized terms used herein
and not otherwise defined shall have the respective meanings ascribed thereto in
the Schedule TO.
The Schedule TO is hereby amended as follows:
Item 6. Purposes of the Transaction and Plans or Proposals of the Schedule
TO is hereby amended by adding the following:
Mal Serure and Alexandre von Furstenberg, the principals of Management,
and members of the Corporation's management recently began discussions regarding
possible areas of cooperation between Management and the Corporation. As a
result, Management and the Corporation have begun informally sharing insights
with respect to research and potential investments for the Corporation's
clients' portfolios. Although no agreements in this regard have been entered
into, Management currently anticipates entering into negotiations with the
Corporation with respect to a collaborative arrangement for sharing of research
and, possibly, involving Messrs. Serure and von Furstenberg in the Corporation's
research efforts. In addition, Management is engaged in preliminary discussions
regarding the Corporation providing marketing services for the Purchaser and
other funds advised by Management. Management has also expressed a willingness
to provide assistance in helping the Corporation develop arrangements with third
parties with regard to marketing its products and/or client development. There
can be no assurance that any such arrangements will ultimately be entered into.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
ARROW MASTERS LP
By: Arrow Advisors LLC
General Partner
By: /s/ Mal Serure
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Mal Serure
Co-Managing Member
ARROW PARTNERS LP
By: Arrow Advisors LLC
General Partner
By: /s/ Mal Serure
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Mal Serure
Co-Managing Member
ARROW OFFSHORE, LTD.
By: /s/ Mal Serure
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Mal Serure
Director
ARROW ADVISORS LLC
By: /s/ Mal Serure
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Mal Serure
Co-Managing Member
ARROW OFFSHORE ADVISORS LLC
By: /s/ Mal Serure
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Mal Serure
Co-Managing Member
ARROW CAPITAL MANAGMENT LLC
By: /s/ Mal Serure
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Mal Serure
Co-Managing Member
/s/ Mal Serure
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Mal Serure
/s/ Alexandre von Furstenberg
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Alexandre von Furstenberg
Dated: June 27, 2008
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