SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 3)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________
W.P. Stewart & Co., Ltd.
------------------------
(Name of Subject Company (Issuer))
Arrow Masters LP, Arrow Partners LP, Arrow Offshore, Ltd., Arrow
Opportunities I, LLC, Arrow Opportunities I, Ltd., Arrow Advisors LLC,
Arrow Offshore Advisors, LLC, Arrow Capital Management LLC,
Alexandre von Furstenberg and Mal Serure
----------------------------------------
(Names of Filing Persons) (Offerors)
Common Stock, par value $0.001 per share
----------------------------------------
(Title of Class of Securities)
G84922106
---------
(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
---------------------- --------------------
$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: |X|
2
TENDER OFFER
This Amendment No. 3 amends and supplements the Tender Offer Statement on
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 Opportunities I, LLC, a Delaware limited
liability company, Arrow Opportunities I, 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, Alexandre von Furstenberg and Mal
Serure, as amended by Amendment No. 1 filed with the SEC on June 27, 2008, as
further amended by Amendment No. 2 filed with the SEC on July 7, 2008 (the
"Schedule TO"), to purchase up to 19,902,000 common shares (the "Shares") in
W.P. Stewart & Co., Ltd. (the "Company"), 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 7. Source And Amount Of Funds Or Other Consideration
Item 7 is hereby amended to add the following:
The total amount of funds required by the Purchaser to purchase 16,690,930
Shares pursuant to the Offer, excluding related fees and expenses, was
$26,705,488. In addition, on August 1, 2008, the Purchaser acquired an
additional 5,010,000 Shares directly from the Company in accordance with the
terms of the Investment Agreement for a purchase price of $8,016,000.
Item 8. Interest In Securities Of The Subject Company
Item 6 is hereby amended to add the following:
The Offer by the Purchaser for up to 19,902,000 Shares expired 5:00 p.m.,
New York City time, on July 28, 2008. Pursuant to the Offer, after expiration of
the guaranteed delivery period, the Purchaser has accepted for purchase
16,690,930 Shares, constituting approximately 33.1% of the outstanding Shares,
without giving effect to the issuance of 5,010,000 new Shares to the Purchaser
as described in the following sentence. In addition, on August 1, 2008, the
Purchaser acquired an additional 5,010,000 Shares directly from the Company in
accordance with the terms of the Investment Agreement. As a result, the
Purchaser collectively owns 21,700,930 Shares constituting approximately 39.2%
of the current outstanding Shares. Each Purchaser owns directly the following
Shares:
Purchaser Number of Shares Purchased
- --------- --------------------------
Arrow Partners, LP 8,506,053
Arrow Offshore, LTD 6,412,014
Arrow Select, LP 376,613
Arrow Opportunities I LLC 4,437,500
Arrow Opportunities I LTD 1,968,750
3
Item 12. Exhibits
Item 12 is hereby amended to add the following:
(a)(10) Text of press release issued by the Purchaser, dated July 29, 2008
4
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
---------------------------
Mal Serure
Co-Managing Member
ARROW PARTNERS LP
By: Arrow Advisors LLC
General Partner
By: /s/ Mal Serure
---------------------------
Mal Serure
Co-Managing Member
ARROW OFFSHORE, LTD.
By: /s/ Mal Serure
-------------------------------
Mal Serure
Director
ARROW OPPORTUNITIES I, LLC
By: /s/ Mal Serure
-------------------------------
Mal Serure
Co-Managing Member
ARROW OPPORTUNITIES I, LTD
By: /s/ Mal Serure
-------------------------------
Mal Serure
Director
ARROW ADVISORS LLC
By: /s/ Mal Serure
-------------------------------
Mal Serure
Co-Managing Member
ARROW OFFSHORE ADVISORS LLC
By: /s/ Mal Serure
-------------------------------
Mal Serure
Co-Managing Member
ARROW CAPITAL MANAGMENT LLC
By: /s/ Mal Serure
-------------------------------
Mal Serure
Co-Managing Member
/s/ Mal Serure
-----------------------------------
Mal Serure
/s/ Alexandre von Furstenberg
-----------------------------------
Alexandre von Furstenberg
Dated: August 4, 2008
5