0000902664-12-001163.txt : 20120904 0000902664-12-001163.hdr.sgml : 20120903 20120831215117 ACCESSION NUMBER: 0000902664-12-001163 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120904 DATE AS OF CHANGE: 20120831 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STEWART INFORMATION SERVICES CORP CENTRAL INDEX KEY: 0000094344 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 741677330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-03837 FILM NUMBER: 121069389 BUSINESS ADDRESS: STREET 1: 1980 POST OAK BLVD CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7136258100 MAIL ADDRESS: STREET 1: 1980 POST OAK BLVD CITY: HOUSTON STATE: TX ZIP: 77056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Highbridge International LLC CENTRAL INDEX KEY: 0001308315 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: THE CAYMAN CORPORATE CENTRE, 4TH FLOOR STREET 2: 27 HOSPITAL ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 345-945-1400 MAIL ADDRESS: STREET 1: P.O. BOX 30554 STREET 2: SEVEN MILE BEACH CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: 00000 SC 13G 1 p12-1559sc13g.htm STEWART INFORMATION SERVICES CORPORATION p12-1559sc13g.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G*
(Rule 13d-102)
 
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
 
 
Stewart Information Services Corporation
(Name of Issuer)
 
Common Stock, $1 par value
(Title of Class of Securities)
 
860372101
(CUSIP Number)
 
August 24, 2012
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨
  Rule 13d-1(b)
x
  Rule 13d-1(c)
¨
  Rule 13d-1(d)
 
(Page 1 of 12 Pages)

______________________________
*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).
 

 
 
 
CUSIP No.  860372101
 
13G
Page 2 of 12 Pages



     
1
NAMES OF REPORTING PERSONS
Highbridge International LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
Convertible Senior Notes due October 15, 2014, convertible into 955,047 shares of Common Stock
 
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
Convertible Senior Notes due October 15, 2014, convertible into 955,047 shares of Common Stock
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Convertible Senior Notes due October 15, 2014, convertible into 955,047 shares of Common Stock
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.96%
12
TYPE OF REPORTING PERSON
OO


 
 
 
CUSIP No.  860372101
 
13G
Page 3 of 12 Pages



     
1
NAMES OF REPORTING PERSONS
STAR L.P. (a statistical arbitrage strategy)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
17,721 shares of Common Stock
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
17,721 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,721 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.10%
12
TYPE OF REPORTING PERSON
PN

 
 
 
CUSIP No.  860372101
 
13G
Page 4 of 12 Pages

 

 
     
1
NAMES OF REPORTING PERSONS
Highbridge Statistical Opportunities Master Fund, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
17,378 shares of Common Stock
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
17,378 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,378 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.09%
12
TYPE OF REPORTING PERSON
PN

 
 
 
CUSIP No.  860372101
 
13G
Page 5 of 12 Pages



     
1
NAMES OF REPORTING PERSONS
Highbridge Capital Management, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
35,099 shares of Common Stock
Convertible Senior Notes due October 15, 2014, convertible into 955,047 shares of Common Stock
 
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
35,099 shares of Common Stock
Convertible Senior Notes due October 15, 2014, convertible into 955,047 shares of Common Stock
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,099 shares of Common Stock
Convertible Senior Notes due October 15, 2014, convertible into 955,047 shares of Common Stock
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.14%
12
TYPE OF REPORTING PERSON
OO

 
 
 
CUSIP No.  860372101
 
13G
Page 6 of 12 Pages



     
1
NAMES OF REPORTING PERSONS
Glenn Dubin
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
35,099 shares of Common Stock
Convertible Senior Notes due October 15, 2014, convertible into 955,047 shares of Common Stock
 
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
35,099 shares of Common Stock
Convertible Senior Notes due October 15, 2014, convertible into 955,047 shares of Common Stock
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,099 shares of Common Stock
Convertible Senior Notes due October 15, 2014, convertible into 955,047 shares of Common Stock
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.14%
12
TYPE OF REPORTING PERSON
IN


 


 
 
 
CUSIP No.  860372101
 
13G
Page 7 of 12 Pages

 
Item 1 (a).
NAME OF ISSUER:
   
 
The name of the issuer is Stewart Information Services Corporation, a Delaware corporation (the “Company”).

Item 1(b).
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
 
1980 Post Oak Blvd., Houston TX 77056

Item 2 (a).
NAME OF PERSON FILING:
Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Item 2(c).
CITIZENSHIP:

 
This statement is filed by:
   
 
(i)
Highbridge International LLC
c/o Harmonic Fund Services
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
Grand Cayman, Cayman Islands, British West Indies
Citizenship:  Cayman Islands, British West Indies
   
 
(ii)
STAR L.P. (a statistical arbitrage strategy)
c/o Harmonic Fund Services
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
Grand Cayman, Cayman Islands, British West Indies
Citizenship:  Cayman Islands, British West Indies
   
 
(iii)
Highbridge Statistical Opportunities Master Fund, L.P.
c/o Harmonic Fund Services
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
Grand Cayman, Cayman Islands, British West Indies
Citizenship:  Cayman Islands, British West Indies
   
 
(iv)
Highbridge Capital Management, LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Citizenship:  State of Delaware
   
 
(v)
Glenn Dubin
c/o Highbridge Capital Management, LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Citizenship:  United States
   
 
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
 

 
 
 
CUSIP No.  860372101
 
13G
Page 8 of 12 Pages

 
Item 2(d).
TITLE OF CLASS OF SECURITIES:
 
Common Stock, $1 par value (the “Common Stock”).

Item 2(e).
CUSIP NUMBER:
 
860372101

Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 
(a)
¨
Broker or dealer registered under Section 15 of the Act,
 
(b)
¨
Bank as defined in Section 3(a)(6) of the Act,
 
(c)
¨
Insurance Company as defined in Section 3(a)(19) of the Act,
 
(d)
¨
Investment Company registered under Section 8 of the Investment Company Act of 1940,
 
(e)
¨
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
¨
Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
 
(g)
¨
Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
 
(h)
¨
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
 
(i)
¨
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
(j)
¨
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
 
(k)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution:

Item 4.
OWNERSHIP.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)           Amount beneficially owned:

As of the date hereof, (i) Highbridge International LLC holds Convertible Senior Notes due October 15, 2014, convertible into 955,047 shares of Common Stock (the “Convertible Senior Notes”); (ii) STAR L.P. (a statistical arbitrage strategy) holds 17,721 shares of Common Stock; (iii) Highbridge Statistical Opportunities Master Fund, L.P. holds 17,378 shares of Common Stock; and (iv) each of Highbridge Capital Management, LLC and Glenn Dubin may be deemed the beneficial owner of the 35,099 shares of Common Stock and Convertible Senior Notes due October 15, 2014, convertible into 955,047 shares of Common Stock held by Highbridge International LLC, STAR L.P. (a statistical arbitrage strategy) and Highbridge Statistical Opportunities Master Fund, L.P.

 
 
 
CUSIP No.  860372101
 
13G
Page 9 of 12 Pages



Highbridge Capital Management, LLC is the trading manager of Highbridge International LLC, STAR L.P. (a statistical arbitrage strategy) and Highbridge Statistical Opportunities Master Fund, L.P.  Glenn Dubin is the Chief Executive Officer of Highbridge Capital Management, LLC.  The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock held by, or underlying Convertible Senior Notes held by, another Reporting Person.

(b)           Percent of class:

The percentages used herein and in the rest of this Schedule 13G are calculated based upon  18,301,973 shares of Common Stock issued and outstanding as of August 3, 2012, as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 3, 2012.  Therefore, as of the date hereof, based on the Company’s outstanding shares of Common Stock and, for the purposes of clauses (i) and (iv) below, assuming the conversion of the Convertible Senior Notes, (i) Highbridge International LLC may be deemed to beneficially own approximately 4.96% of the outstanding shares of Common Stock of the Company; (ii) STAR L.P. (a statistical arbitrage strategy) may be deemed to beneficially own approximately 0.10% of the outstanding shares of Common Stock of the Company; (iii) Highbridge Convertible Opportunities Master Fund, L.P. may be deemed to beneficially own approximately 0.09% of the outstanding shares of Common Stock of the Company; and (iv) each of Highbridge Capital Management, LLC and Glenn Dubin may be deemed to beneficially own approximately 5.14% of the outstanding shares of Common Stock of the Company.  The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock held by, or underlying Convertible Senior Notes held by, another Reporting Person.

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.
 
Not applicable.
   

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.
   
 

 
 
 
CUSIP No.  860372101
 
13G
Page 10 of 12 Pages


 
Item 10.
CERTIFICATION.

 
Each of the Reporting Persons hereby makes the following certification:
   
 
By signing below each Reporting Person certifies that, to the best of her or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits:
  
   
Exhibit I:
 
Joint Filing Agreement, dated as of August 31, 2012, by and among Highbridge International LLC, STAR L.P. (a statistical arbitrage strategy), Highbridge Statistical Opportunities Master Fund, L.P., Highbridge Capital Management, LLC and Glenn Dubin.


 
 
 
CUSIP No.  860372101
 
13G
Page 11 of 12 Pages


SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
DATED: August 31, 2012
 
HIGHBRIDGE INTERNATIONAL LLC
  
STAR L.P. (a statistical arbitrage strategy)
     
     
By:
Highbridge Capital Management, LLC
its Trading Manager
    
By
Highbridge Capital Management, LLC
its Trading Manager
  
             
             
By:
/s/ John Oliva
    
By:
/s/ John Oliva
  
 
Name:
 John Oliva    
Name:
 John Oliva
 
Title:
 Managing Director    
Title:
 Managing Director
       
 
 
HIGHBRIDGE STATISTICAL OPPORTUNITIES MASTER FUND, L.P
  
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
         
             
By:
Highbridge Capital Management, LLC
its Trading Manager
    
 
By:
 
/s/ John Oliva
  
         
Name:
John Oliva
  
         
Title:
Managing Director
  
 By:
 /s/ John Oliva
          
 
Name:
John Oliva
        
 
Title:
Managing Director
        
       

/s/ Glenn Dubin
        
GLENN DUBIN
      
           

 

 
 
 
CUSIP No.  860372101
 
13G
Page 12 of 12 Pages



EXHIBIT 1
JOINT FILING AGREEMENT
 
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, $1 par value, of Stewart Information Services Corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
DATED: August 31, 2012
 
HIGHBRIDGE INTERNATIONAL LLC
  
STAR L.P. (a statistical arbitrage strategy)
     
     
By:
Highbridge Capital Management, LLC
its Trading Manager
    
By
Highbridge Capital Management, LLC
its Trading Manager
  
             
             
By:
/s/ John Oliva
    
By:
/s/ John Oliva
  
 
Name:
 John Oliva    
Name:
 John Oliva
 
Title:
 Managing Director    
Title:
 Managing Director
 
 
HIGHBRIDGE STATISTICAL OPPORTUNITIES MASTER FUND, L.P
  
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
 
         
             
By:
Highbridge Capital Management, LLC
its Trading Manager
    
 
By:
 
/s/ John Oliva
  
         
Name:
John Oliva
  
         
Title:
Managing Director
  
 By:
 /s/ John Oliva
          
 
Name:
John Oliva
        
 
Title:
Managing Director
        
       

/s/ Glenn Dubin
        
GLENN DUBIN