UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2008

Commission File Number: 001-16245

W.P. STEWART & CO., LTD.

(Translation of Registrant’s Name Into English)

Trinity Hall

43 Cedar Avenue

P.O. Box HM 2905

Hamilton, HM LX

Bermuda

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F   x

 

Form 40-F   o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)1: ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)7: ____

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes   o

 

No   x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______.

 


 

W.P. STEWART & CO., LTD.

Form 6-K:

Table of Contents

1.

Exhibit 99.1 – Press release dated July 7, 2008

2.

Exhibit 99.2 – Joinder and Amendment No. 1 to Investment Agreement dated July 7, 2008

3.

Exhibit 99.3 – Joinder Agreement dated July 7, 2008

 

 


 

EXHIBITS

See Press Release dated July 7, 2008 announcing the amendment to the Investment Agreement among the Arrow Funds and the Company and the extension of the tender offer for common shares of the Company, attached hereto as Exhibit 99.1.

See Joinder and Amendment No. 1 to Investment Agreement among Arrow Offshore, Ltd., Arrow Partners LP, Arrow Masters LP and Arrow Opportunities I, LLC, Arrow Opportunities I, Ltd. and the Company dated July 7, 2008, attached hereto as Exhibit 99.2.

See Joinder Agreement by and among the Company, Arrow Offshore, Ltd., Arrow Partners LP, Arrow Masters LP and Arrow Opportunities I, LLC and Arrow Opportunities I, Ltd. dated July 7, 2008, attached hereto as Exhibit 99.3.

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

W.P. STEWART & CO., LTD.

Date: July 7, 2008

By:

    /s/ Susan G. Leber           

 

Name:

Susan G. Leber

 

Title:

Managing Director -

 

Chief Financial Officer

 

 

 

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