-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TALmxSjv5IqLzwHqwNFSDoO5Dx+5UIfpkrxq3f6ts1Eif/wkkxfQDn4aHcej6j2o 79k5chxt+Ma6Aiut2WqiMw== 0001169232-09-000229.txt : 20090112 0001169232-09-000229.hdr.sgml : 20090112 20090112162334 ACCESSION NUMBER: 0001169232-09-000229 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090112 DATE AS OF CHANGE: 20090112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEWART WILLIAM P JR CENTRAL INDEX KEY: 0001167535 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: TRINITY HALL, 43 CEDAR AVE. STREET 2: P.O. BOX HM 2905 CITY: HAMILTON STATE: A1 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STEWART W P & CO LTD CENTRAL INDEX KEY: 0000750443 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 980201080 STATE OF INCORPORATION: X0 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78087 FILM NUMBER: 09521969 BUSINESS ADDRESS: STREET 1: TRINITY HALL 43 CEDAR AVE PO BOX 2905 STREET 2: HAMILTON HM LX CITY: BERMUDA STATE: X0 ZIP: 10022 BUSINESS PHONE: 4412958585 MAIL ADDRESS: STREET 1: C/O W P STEWART & CO INC STREET 2: 527 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STEWART W P & CO INC DATE OF NAME CHANGE: 19980320 SC 13G/A 1 d75845_sc13g-a.txt AMENDMENT NO. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* W.P. Stewart & Co., Ltd. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) G84922 11 4 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [x] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Page 1 of 8) Page 2 of 8 SCHEDULE 13G ------------ CUSIP NO. G84922 11 4 1. NAME OF REPORTING PERSONS William P. Stewart, Jr. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States 5. SOLE VOTING POWER William P. Stewart, Jr., the Executive Chairman of W.P. Stewart & Co., Ltd., serves as a Trustee of various trusts listed below. In addition, Mr. Stewart holds shares of W.P. Stewart & Co., Ltd. individually. Mr. Stewart has sole voting power over W.P. Stewart & Co., Ltd. shares held by himself and by the following Trusts: NUMBER OF SHARES Stewart Trust 1987- FBO Gregory S. Stewart 223,788 Stewart Trust 1987- FBO Jeffery R. Stewart 203,051 BENEFICIALLY Stewart Trust 1992- FBO Jeffery R. Stewart 20,736 Stewart Trust 1987- FBO Lisa M. Stewart 223,788 OWNED BY Stewart Trust 1987- FBO William P. Stewart III 223,788 --------- EACH 895,151* William P. Stewart, Jr. 53,857** REPORTING --------- Total: 949,008 PERSON WITH: *Mr. Stewart asserts that the filing of this statement shall not be construed as an admission that he, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, is the beneficial owner of any of the securities held by the Trusts listed in this Item. ** Includes 857 shares that may be purchased upon exercise of currently exercisable options and 40,000 shares of restricted stock subject to vesting. 6. SHARED VOTING POWER 0 Page 3 of 8 SCHEDULE 13G ------------ CUSIP NO. G84922 11 4 7. SOLE DISPOSITIVE POWER William P. Stewart, Jr., the Executive Chairman of W.P. Stewart & Co., Ltd., serves as a Trustee of various trusts listed below. In addition, Mr. Stewart holds shares of W.P. Stewart & Co., Ltd. individually. Mr. Stewart has sole power to direct the disposition of the W.P. Stewart & Co., Ltd. shares held by himself and by the following Trusts: Stewart Trust 1987-FBO Gregory S. Stewart 223,788 Stewart Trust 1987-FBO Jeffery R. Stewart 203,051 Stewart Trust 1992-FBO Jeffery R. Stewart 20,736 Stewart Trust 1987-FBO Lisa M. Stewart 223,788 Stewart Trust 1987-FBO William P. Stewart III 223,788 --------- 895,151* William P. Stewart, Jr. 53,857** --------- Total: 949,008 *Mr. Stewart asserts that the filing of this statement shall not be construed as an admission that he, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, is the beneficial owner of any of the securities held by the Trusts listed in this Item. ** Includes 857 shares that may be purchased upon exercise of currently exercisable options and 40,000 shares of restricted stock subject to vesting. 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. William P. Stewart, Jr., the Executive Chairman of W.P. Stewart & Co., Ltd., serves as a Trustee of various trusts listed below. In addition, Mr. Stewart holds shares of W.P. Stewart & Co., Ltd. individually. Mr. Stewart has sole voting and dispositive power over the W.P. Stewart & Co., Ltd. shares held by himself and by the following Trusts: Stewart Trust 1987-FBO Gregory S. Stewart 223,788 Stewart Trust 1987-FBO Jeffery R. Stewart 203,051 Stewart Trust 1992-FBO Jeffery R. Stewart 20,736 Stewart Trust 1987-FBO Lisa M. Stewart 223,788 Stewart Trust 1987-FBO William P. Stewart III 223,788 --------- 895,151* William P. Stewart, Jr. 53,857** --------- Total: 949,008 Page 4 of 8 SCHEDULE 13G ------------ CUSIP NO. G84922 11 4 *As stated above, Mr. Stewart disclaims beneficial ownership of shares owned by the Trusts. **Includes 857 shares that may be purchased upon exercise of currently exercisable options and 40,000 shares of restricted stock subject to vesting. 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [x] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.1% 12. TYPE OF REPORTING PERSON IN SCHEDULE 13G Page 5 of 8 ------------ CUSIP NO. G84922 11 4 ITEM 1(a). Name of Issuer W.P. Stewart & Co., Ltd. ITEM 1(b). Address of Issuer's Principal Executive Offices Trinity Hall 43 Cedar Avenue P.O. Box HM 2905 Hamilton HM LX Bermuda ITEM 2(a). Names of Persons Filing William P. Stewart, Jr. ITEM 2(b). Address of Principal Business Office Trinity Hall 43 Cedar Avenue P.O. Box HM 2905 Hamilton HM LX Bermuda ITEM 2(c). Citizenship United States ITEM 2(d). Title of Class of Securities Common Shares, $.01 par value ITEM 2(e). CUSIP Number G84922 11 4 ITEM 3. Not Applicable ITEM 4. Ownership (a) Amount Beneficially Owned: 949,008 SCHEDULE 13G Page 6 of 8 ------------ CUSIP NO. G84922 11 4 (b) Percent of Class: 17.1% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote William P. Stewart, Jr., the Executive Chairman of W.P. Stewart & Co., Ltd., serves as a Trustee of various trusts listed below. In addition, Mr. Stewart holds shares of W.P. Stewart & Co., Ltd. individually. Mr. Stewart has sole voting power over W.P. Stewart & Co., Ltd. shares held by himself and by the following Trusts: Stewart Trust 1987-FBO Gregory S. Stewart 223,788 Stewart Trust 1987-FBO Jeffery R. Stewart 203,051 Stewart Trust 1992-FBO Jeffery R. Stewart 20,736 Stewart Trust 1987-FBO Lisa M. Stewart 223,788 Stewart Trust 1987-FBO William P. Stewart III 223,788 --------- 895,151* William P. Stewart, Jr. 53,857** --------- Total: 949,008 *Mr. Stewart asserts that the filing of this statement shall not be construed as an admission that he, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, is the beneficial owner of any of the securities held by the Trusts listed in this Item. ** Includes 857 shares that may be purchased upon exercise of currently exercisable options and 40,000 shares of restricted stock subject to vesting. (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of William P. Stewart, Jr., the Executive Chairman of W.P. Stewart & Co., Ltd., serves as a Trustee of various trusts listed below. In addition, Mr. Stewart holds shares of W.P. Stewart & Co., Ltd. individually. Mr. Stewart has sole power to direct the disposition of the W.P. Stewart & Co., Ltd. shares held by himself and by the following Trusts: SCHEDULE 13G Page 7 of 8 ------------ CUSIP NO. G84922 11 4 Stewart Trust 1987-FBO Gregory S. Stewart 223,788 Stewart Trust 1987-FBO Jeffery R. Stewart 203,051 Stewart Trust 1992-FBO Jeffery R. Stewart 20,736 Stewart Trust 1987-FBO Lisa M. Stewart 223,788 Stewart Trust 1987-FBO William P. Stewart III 223,788 --------- 895,151* William P. Stewart, Jr. 53,857** --------- Total: 949,008 *Mr. Stewart asserts that the filing of this statement shall not be construed as an admission that he, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, is the beneficial owner of any of the securities held by the Trusts listed in this Item. ** Includes 857 shares that may be purchased upon exercise of currently exercisable options and 40,000 shares of restricted stock subject to vesting. (iv) shared power to dispose or to direct the disposition of 0 ITEM 5. Ownership of Five Percent or Less of a Class Not Applicable ITEM 6. Ownership of More than Five Percent on Behalf of Another Person William P. Stewart, Jr. is reporting holdings over which he is deemed to be beneficial owner by virtue of his status as trustee and as shareholder. ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Not Applicable ITEM 8. Identification and Classification of Members of the Group Not Applicable ITEM 9. Notice of Dissolution of Group Not Applicable ITEM 10. Certification Not Applicable SCHEDULE 13G Page 8 of 8 ------------ CUSIP NO. G84922 11 4 After reasonable 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. Date: January 12, 2009 /s/ William P. Stewart Jr. ---------------------------- Name: William P. Stewart Jr. Individually and as Trustee of Various Trusts -----END PRIVACY-ENHANCED MESSAGE-----