0001193125-14-202800.txt : 20140516 0001193125-14-202800.hdr.sgml : 20140516 20140516153029 ACCESSION NUMBER: 0001193125-14-202800 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140516 DATE AS OF CHANGE: 20140516 GROUP MEMBERS: HIRZEL CAPITAL MASTER FUND, L.P. GROUP MEMBERS: ZAC S. HIRZEL 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: 14851288 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: Hirzel Capital Management LLC CENTRAL INDEX KEY: 0001547135 IRS NUMBER: 262419772 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3963 MAPLE AVENUE STREET 2: SUITE 170 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 214.999.0014 MAIL ADDRESS: STREET 1: 3963 MAPLE AVENUE STREET 2: SUITE 170 CITY: DALLAS STATE: TX ZIP: 75219 SC 13G 1 d731005dsc13g.htm SC 13G SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 RULE 13d-2(b)

 

 

Stewart Information Services Corporation

(Name of Issuer)

Common Stock, $1 par value

(Title of Class of Securities)

860372101

(CUSIP Number)

May 6, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x     Rule 13d-1(b)

x     Rule 13d-1(c)

¨     Rule 13d-1(d)

 

 

 


CUSIP No. 860372101   13G  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Hirzel Capital Management LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,280,000

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,280,000

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,280,000

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.0% **

12  

TYPE OF REPORTING PERSON*

 

OO, IA

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

 

2


CUSIP No. 860372101   13G  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Zac S. Hirzel

  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 Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,280,000

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,280,000

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,280,000

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.0% **

12  

TYPE OF REPORTING PERSON*

 

IN, HC

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

 

3


CUSIP No. 860372101   13G  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Hirzel Capital Master Fund, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

     

SOLE VOTING POWER

 

1,155,399

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

1,155,399

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,155,399

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.4% **

12  

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

 

4


SCHEDULE 13G

This Schedule 13G (this “Schedule 13G”) is being filed on behalf of Hirzel Capital Management, LLC, a Texas limited liability company (“Hirzel Capital”), Hirzel Capital Master Fund, L.P., a Cayman Islands exempted limited partnership (the “Fund”), and Mr. Zac S. Hirzel, the principal of Hirzel Capital, relating to Common Stock, $1 par value (the “Common Stock”), of Stewart Information Services Corporation, a Delaware corporation (the “Issuer”).

This Schedule 13G relates to Common Stock of the Issuer purchased by the Fund and the accounts of certain other private funds (collectively, the “Hirzel Accounts”). The Fund may direct the vote and disposition of the 1,155,399 shares of Common Stock that it holds directly. Hirzel Capital serves as the general partner or managing member of the Hirzel Accounts and may direct the vote and disposition of the 1,280,000 shares of Common Stock held by the Hirzel Accounts. As the principal of Hirzel Capital, Mr. Hirzel may direct the vote and disposition of the 1,280,000 shares of Common Stock held by the Hirzel Accounts.

 

Item 1(a) Name of Issuer.

Stewart Information Services Corporation

 

Item 1(b) Address of Issuer’s Principal Executive Offices.

1980 Post Oak Blvd.

Houston, TX 77056

 

Item 2(a) Name of Person Filing.

Hirzel Capital Management, LLC (“Hirzel Capital”), Hirzel Capital Master Fund, L.P. (the “Fund”) and Mr. Zac S. Hirzel.

 

Item 2(b) Address of Principal Business Office, or, if none, Residence.

3963 Maple Avenue, Suite 170

Dallas, TX 75219

 

Item 2(c) Citizenship or Place of Organization.

Hirzel Capital is a limited liability company organized under the laws of the State of Texas. The Fund is an exempted limited partnership organized under the laws of the Cayman Islands. Mr. Hirzel is the principal of Hirzel Capital, and is a United States citizen.

 

5


Item 2(d) Title of Class of Securities.

Common Stock, $1 par value (the “Common Stock”).

 

Item 2(e) CUSIP Number.

860372101

 

Item 3 Reporting Person.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

(a)   ¨    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)   ¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)   ¨    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)   ¨    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)   x    An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
(f)   ¨    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)   x    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)   ¨    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)   ¨    A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)   ¨    Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4 Ownership.

 

  (a) The Fund is the beneficial owner of 1,155,399 shares of Common Stock that it holds directly.

Hirzel Capital and Mr. Hirzel are the beneficial owners of 1,280,000 shares of Common Stock held by the Hirzel Accounts.

 

  (b) The Fund is the beneficial owner of 5.4% of the outstanding shares of Common Stock.

 

6


Hirzel Capital and Mr. Hirzel are the beneficial owners of 6.0% of the outstanding Common Stock.

These percentages are determined by dividing the number of shares of Common Stock beneficially owned by each of the Reporting Persons by 21,466,917, the number of shares of Common Stock issued and outstanding as of April 29, 2014, as reported in the Issuer’s most recent Form 10-Q filed on May 1, 2014.

 

  (c) The Fund may direct the vote and disposition of the 1,155,399 shares of Common Stock that it holds directly.

Hirzel Capital, as the general partner or managing member of the Hirzel Accounts, may direct the vote and disposition the 1,280,000 shares of Common Stock held by the Hirzel Accounts. As the principal of Hirzel Capital, Mr. Hirzel may direct the vote and disposition of the 1,280,000 shares of Common Stock held by the Hirzel Accounts.

 

Item 5 Ownership of Five Percent or Less of a Class.

Inapplicable.

 

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

 

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

 

Item 8 Identification and Classification of Members of the Group.

Inapplicable.

 

Item 9 Notice of Dissolution of Group.

Inapplicable.

 

7


Item 10 Certification.

For the Fund:

By signing below each of the Reporting Persons certifies that, to the best of such person’s 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.

For Hirzel Capital and Mr. Hirzel:

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were 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 99.1

Joint Filing Agreement dated May 16, 2014, by and among Hirzel Capital, the Fund and Mr. Hirzel.

 

8


SIGNATURE

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: May 16, 2014

 

HIRZEL CAPITAL MANAGEMENT, LLC

By:

 

/s/ Zac S. Hirzel

 

Zac S. Hirzel

 

President

HIRZEL CAPITAL MASTER FUND, L.P.

By: Hirzel Capital Management, LLC, its general partner

By:

 

/s/ Zac S. Hirzel

 

Zac S. Hirzel

 

President

/s/ Zac S. Hirzel

Zac S. Hirzel

 

9

EX-99.1 2 d731005dex991.htm EX-99.1 EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $1 par value, of Stewart Information Services Corporation, a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of May 16, 2014.

 

HIRZEL CAPITAL MANAGEMENT, LLC

By:

  /s/ Zac S. Hirzel
 

Zac S. Hirzel

 

President

HIRZEL CAPITAL MASTER FUND, L.P.

By: Hirzel Capital Management, LLC, its general partner

By:

  /s/ Zac S. Hirzel
 

Zac S. Hirzel

 

President

/s/ Zac S. Hirzel

Zac S. Hirzel