SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)1

Stewart Information Services Corporation

(Name of Issuer)

Common Stock, $1.00 par value per share

(Title of Class of Securities)

860372101

(CUSIP Number)

BEN BRESNAHAN

FOUNDATION ASSET MANAGEMENT, LP

81 Main Street, Suite 306

White Plains, NY 10601

(914) 574-2923

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 12, 2015

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1              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 disclosures provided in a prior cover page.

The information required on 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

1	NAME OF REPORTING PERSON FOUNDATION OFFSHORE MASTER FUND, LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,707,225
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,707,225
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,707,225
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%
14	TYPE OF REPORTING PERSON CO

2

CUSIP NO. 860372101

1	NAME OF REPORTING PERSON FOUNDATION ASSET MANAGEMENT, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,707,225
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,707,225
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,707,225
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%
14	TYPE OF REPORTING PERSON PN

3

CUSIP NO. 860372101

1	NAME OF REPORTING PERSON FOUNDATION ASSET MANAGEMENT GP II, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,707,225
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,707,225
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,707,225
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%
14	TYPE OF REPORTING PERSON OO

4

CUSIP NO. 860372101

1	NAME OF REPORTING PERSON DAVID CHARNEY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 1,707,225
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 1,707,225
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,707,225
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%
14	TYPE OF REPORTING PERSON IN

5

CUSIP NO. 860372101

1	NAME OF REPORTING PERSON SKY WILBER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,000
	8	SHARED VOTING POWER 1,707,225
	9	SOLE DISPOSITIVE POWER 1,000
	10	SHARED DISPOSITIVE POWER 1,707,225
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,708,225
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%
14	TYPE OF REPORTING PERSON IN

6

CUSIP NO. 860372101

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”).  This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by the Offshore Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,707,225 Shares directly owned by the Offshore Master Fund is approximately $47,583,876, including brokerage commissions.

The Shares owned directly by Mr. Wilber were purchased in the open market with personal funds.  The aggregate purchase price of the 1,000 Shares owned directly by Mr. Wilber is approximately $32,128, including brokerage commissions.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On March 12, 2015, Foundation LP delivered a letter to the Issuer’s Board of Directors (the “Board”), a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  In the letter, Foundation LP expressed its belief, among other things, that there is tremendous value that can be unlocked at the Issuer.  Foundation LP further expressed its belief in the letter that further change to the Board is warranted in order to improve the Issuer’s poor operational performance and accountability as well as the Issuer’s troubling corporate governance practices, including the dual-class structure.  In the letter, Foundation LP also urged the Board to negotiate a settlement with Bulldog Investors to address the serious issues at the Issuer and to add additional shareholder representatives to the Board.

Item 5. Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 23,308,151 Shares outstanding as of March 2, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Preliminary Proxy Statement on Form PRE 14A filed with the Securities and Exchange Commission on March 9, 2015.

As of the close of business on March 11, 2015, the Offshore Master Fund directly owned 1,707,225 Shares, constituting approximately 7.3% of the Shares outstanding.  Foundation LP, as the investment manager of the Offshore Master Fund, may be deemed to be the beneficial owner of the 1,707,225 Shares owned by the Offshore Master Fund, constituting approximately 7.3% of the Shares outstanding.  Foundation GP, as the general partner of Foundation LP, may be deemed to be the beneficial owner of the 1,707,225 Shares owned by the Offshore Master Fund, constituting approximately 7.3% of the Shares outstanding. Each of Messrs. Charney and Wilber, as the managing members of Foundation GP and Foundation LP, may be deemed to be the beneficial owners of the 1,707,225 Shares owned by the Offshore Master Fund, constituting approximately 7.3% of the Shares outstanding.  As of the close of business on March 11, 2015, Mr. Wilber directly owned 1,000 Shares, representing less than 1% of the Shares outstanding.

(b)           By virtue of their respective positions with the Offshore Master Fund, each of Foundation GP and Foundation LP may be deemed to have sole power to vote and dispose of the Shares reported owned by the Offshore Master Fund.  By virtue of their respective positions with Foundation GP and Foundation LP, each of Messrs. Charney and Wilber may be deemed to have shared power to vote and dispose of the Shares reported owned by the Offshore Master Fund. Mr. Wilber has sole power to vote and dispose of the Shares reported owned directly by Mr. Wilber.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(c)           The transactions in the Shares by the Reporting Persons during the past 60 days is set forth on Schedule A.

7

CUSIP NO. 860372101

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1 Letter to the Board of Directors of the Issuer, dated March 12, 2015.

8

CUSIP NO. 860372101

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  March 12, 2015

Foundation Offshore Master Fund, Ltd.
By:	/s/ Sky Wilber
	Name:	Sky Wilber
	Title:	Director

Foundation Asset Management, LP
By:	/s/ Sky Wilber
	Name:	Sky Wilber
	Title:	Managing Member

Foundation Asset Management GP II, LLC
By:	/s/ Sky Wilber
	Name:	Sky Wilber
	Title:	Managing Member

/s/ David Charney

David Charney

/s/ Sky Wilber

Sky Wilber

9

CUSIP NO. 860372101

SCHEDULE A

Transactions in the Shares During the Past 60 Days

Shares of Common Stock Purchased/(Sold) Price Per Share($) Date of Purchase

Foundation Offshore Master Fund, Ltd.

3,000	36.9600	03/09/2015
6,000	36.5221	03/06/2015
3,000	37.4557	03/02/2015
16,433	37.7081	02/27/2015
(33,779)	37.7588	02/12/2015

EX-99.1

Exhibit 99.1

3/12/2015

Dear Members of the Board of Directors of Stewart Information Services:

Foundation Asset Management owns approximately 1.7 million shares of Stewart Information Services Corporation (STC), or 7.45% of the shares outstanding.  Foundation has owned shares of STC since 2013, and we believe the company has an outstanding franchise with the potential to generate significant profitability and growth.  Unfortunately, this potential is not being realized.  We have been hopeful that the value creation strategies announced in February 2014 would improve operating discipline and results.  Instead, we have witnessed a deterioration of both.

We read Bulldog Investors’ Schedule 13D filing and letter to the Board of Directors with interest.  We, too, believe that the Board has not been held accountable for maximizing shareholder value and that the dual-class share structure should be removed, both of which we discuss below.  Overall, our research illustrates two points: 1) there is tremendous value that can be unlocked at Stewart, and 2) there is likely a number of potential suitors willing to offer a significant premium to today’s stock price for the company.  Whether the Board takes the necessary measures or whether a buyer does, there is a large value gap that will only close with significant change.

Why Improved Corporate Governance is Necessary

The company states it is in the third year of its operational turnaround, yet margins remain a fraction of well-run competitors.  In fact, Stewart’s net income margin actually declined over the last year from 3.8% in 2013 to 1.6% in 2014.  Well-run competitors earn 5-7.5% net margins.  Similarly, while competitors grew earnings significantly during the year, Stewart’s earnings declined dramatically.  Again, this is three years into the announced turnaround.

The company’s February 26, 2015 press release states that “title pre-tax margins for 2014 of 11.1% reflect more than 160bps improvement over 2012 margins.”  As investors, we really do wish that were true.  If so, Stewart would be a well-run title insurer with acceptable pre-tax margins.  What the reporting fails to take into account is the non-trivial matter of $138.6 million of unallocated corporate overhead, which actually increased from $120.0 million in 2012.  When we estimate the corporate expenses attributable to the title segment, pre-tax margins shrink to 3.2%, as compared to peer margins that are triple that level.  We believe that the Board is doing an enormous disservice to management and all stakeholders by mischaracterizing the true performance of the business.

Furthermore, in a year in which both the CEO and CFO missed every “corporate performance metric” outlined in the 2015 proxy, the CEO’s salary actually increased 12.5% and total compensation (before KEEPs awards) increased for both the CEO and CFO as compared to 2012, when earnings were more than double 2014 levels.

Why Alignment of All Shareholders is Necessary

Although the Class B shareholders only own 5% of the company, they exclusively appoint 4 out of 9 directors, have a veto over all important corporate matters, and appoint the Chairman of the Board.  We recently conducted a study of the corporate governance of every public company in the United States.  Of the 2,279 companies with market capitalizations above $500 million, only 110 have dual share classes.  Of those, Stewart is the only company that affords insider control with such a low economic stake in the company.

Furthermore, we conducted an analysis of total payments to the Morris family from 2001 through 2013 compared to total capital flows to common shareholders over that timeframe1.  Filings indicate that insiders received payments of $40,819,000, while public shareholders actually funded the company with $37,511,000 of inflows.(Two capital raises dwarfed the level of dividends and buybacks.)  While it is appealing to provide capital to growing enterprises, in this case earnings per share and tangible book value per share are lower today than in 2001.  It is important to note that Class B shareholders do not receive dividends, which we view as a critical misalignment with common shareholders.

The Unlocked Value Potential at Stewart

As part of our initial and ongoing research on Stewart, we retained several former executives from high-performing title insurers to benchmark the appropriate cost structure for the company.  Their conclusion was that there is no structural reason for Stewart’s inferior margins to its peers, and the company’s intrinsic earnings power is more than $5.00 per share.  Applying a peer-average 14x multiple results in a stock price over $70 per share.

A critical element of this analysis is the assumed multiple.  Stewart has traded at a discounted multiple throughout most of its history, which we attribute to the misaligned incentives caused by the dual-class capital structure.

Moving Forward

While we support the re-nomination of the two directors Foundation and Engine placed on the board last year, further change is necessary.  A proxy fight is costly and disruptive.  Instead, we urge the current Board to sit down and negotiate a settlement with Bulldog that addresses the serious issues at the Company, removes the dual-class structure so that all shareholders are on a fair and level playing field, and adds additional shareholder representatives to the Board who will work to maximize shareholder value.

Sincerely,

/s/ Sky Wilber & David Charney
 

Sky Wilber & David Charney

Foundation Asset Management

____________________

1 2001 was the first full year the current co-Vice Chairmen became co-CEOs, and 2013 was the last full year before the settlement which required the company to start repurchasing stock.  Even after the settlement, public shareholders have had total net capital flows of -$13,129,000 over the 13 year timeframe.

Appendix A: