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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 2000
REGISTRATION NO.: 333-49420
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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W.P. STEWART & CO., LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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NOT APPLICABLE
(TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)
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BERMUDA 523900 98-0201080
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
ORGANIZATION)
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TRINITY HALL
43 CEDAR AVENUE
P.O. BOX HM 2905
HAMILTON HM LX
BERMUDA
(441) 295-8585
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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W.P. STEWART & CO., INC.
527 MADISON AVENUE
NEW YORK, NEW YORK 10022-4212
(212) 750-8585
ATTENTION: LISA D. LEVEY, ESQ.
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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WITH COPIES TO:
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JOHN B. WADE, III, ESQ. ANDREW D. SOUSSLOFF, ESQ.
DORSEY & WHITNEY LLP REBECCA J. SIMMONS, ESQ.
250 PARK AVENUE SULLIVAN & CROMWELL
NEW YORK, NEW YORK 10177 125 BROAD STREET
NEW YORK, NEW YORK 10004
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ] -----
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] -----
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earliest effective
registration statement for the same offering. [ ] -----
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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EXPLANATORY NOTE
This Amendment No. 2 is filed for the purposes of filing certain exhibits
to the Registration Statement (Registration No. 333-49420) and updating
information in Part II of the Registration Statement. The Prospectus
constituting part of the Registration Statement has been omitted from this
Amendment No. 2 as no changes have been made to the Prospectus previously filed
on November 21, 2000.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered which will be paid
solely by W.P. Stewart & Co., Ltd. All the amounts shown are estimates, except
the Securities and Exchange Commission registration fee and the NASD filing fee:
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SEC Registration Fee........................................ $ 69,687
NASD Filing Fees............................................ $ 26,270
NYSE Fees................................................... $ 107,350
BSX Fees.................................................... $ 30,000
Transfer Agent and Registrar Fees and Expenses.............. $ 60,000
Printing Expenses........................................... $ 761,066
Legal Fees and Expenses..................................... $2,100,000
Accounting Fees and Expenses................................ $3,000,000
Blue Sky Fees and Expenses.................................. $ 15,000
Miscellaneous Expenses...................................... $ 30,627
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Total.................................................. $6,200,000
==========
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ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
No provision is made in Bermuda statutory law for indemnification of
officers and directors. Section 98 of the Companies Act 1981 of Bermuda provides
generally that a Bermudian company may indemnify its directors, officers and
auditors against any liability which may be imposed by virtue of any rule of law
which would otherwise attach to them, except in cases where such liability
arises from the fraud or dishonesty of which such director, officer or auditor
may be guilty in relation to W.P. Stewart & Co., Ltd. Section 98 of the Bermuda
Companies Act 1981 further provides that a Bermudian company may indemnify its
directors, officers and auditors against any liability incurred by them in
defending any proceedings, whether civil or criminal, in which judgment is
awarded in their favor or they are acquitted or granted relief by the Supreme
Court of Bermuda under Section 281 of that Act.
The bye-laws of W.P. Stewart & Co., Ltd. provide for indemnification of
W.P. Stewart & Co., Ltd.'s officers and directors against all liabilities, loss,
damage or expense incurred or suffered by such party as an officer or director
of W.P. Stewart & Co., Ltd.; provided that such indemnification shall not extend
to any matter which would render it void pursuant to the Bermuda Companies Act
as in effect from time to time in Bermuda.
As of the date of the offerings, the directors and officers of W.P. Stewart
& Co., Ltd. are covered by a directors' and officers' liability insurance policy
maintained by W.P. Stewart & Co., Ltd.
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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
W.P. Stewart & Co., Ltd. was incorporated in June 1998 under the laws of
Bermuda, and has been in operation, through its predecessors, since 1975. From
January 1, 1996 through June 30, 2000, W.P. Stewart & Co., Ltd. and its
predecessors, Capital Managers Limited and our U.S. predecessor company, issued
shares of stock as follows:
On January 1, 1996, our U.S. predecessor company issued 97,750* shares of
stock to an employee, at a purchase price of approximately $44.73 per share, for
an aggregate purchase price of $4,371,868.75. The shares were sold in a private
placement and were exempt from registration under Section 4(2) of the Securities
Act of 1933 (the "Securities Act"). In addition, on August 16, 1996, Capital
Managers Limited issued 3,451,728** shares of its stock to employees of the
Stewart Group (including, in certain instances, trusts for the benefit of family
members of employees) at a purchase price of $0.03 per share, for an aggregate
purchase price of $103,551.81. The shares were sold in a private placement and
were exempt from registration under Section 4(2) of the Securities Act.
On January 1, 1997 and July 1, 1997, our U.S. predecessor company issued
47,250* shares of stock to employees and a director, at a purchase price of
$56.15 per share, for an aggregate purchase price of $2,653,087.50. The shares
were sold in a private placement and were exempt from registration under Section
4(2) of the Securities Act. On July 1, 1997, our U.S. predecessor company issued
5,110* shares of its stock to employees, at a purchase price of $38.09 per share
(in accordance with a prior commitment to such employees), for an aggregate
purchase price of $194,639.90. The shares were sold in a private placement and
were exempt from registration under Section 4(2) of the Securities Act. In
addition, on July 1, 1997, Capital Managers Limited issued 47,250** shares of
its stock to employees of our U.S. predecessor company at a purchase price of
$0.03 per share, for an aggregate purchase price of $1,417.50. The shares were
sold in a private placement and were exempt from registration under Section 4(2)
of the Securities Act. On October 15, 1997, Capital Managers Limited effected a
3 for 1 stock split, resulting in 10,496,934 of its shares then being
outstanding.
Effective January 1, 1998, Capital Managers Limited issued 2,604,061***
shares of its stock to employees of the Stewart Group, at a purchase price of
approximately $4.79 per share, for an aggregate purchase price of
$12,473,451.57. Effective April 1, 1998, Capital Managers Limited issued
803,310*** shares of its stock to employees of the Stewart Group and an
affiliate and directors of the Stewart Group, at a purchase price of $6.89 per
share, for an aggregate purchase price of approximately $5,534,806. In each
instance, the shares were sold in a private placement and were exempt from
registration under Section 4(2) of the Securities Act. On June 30, 1998, W.P.
Stewart & Co., Ltd. issued 29,915*** shares to Dr. Edgar H. Brunner, one of W.P.
Stewart & Co., Ltd.'s outside directors, in consideration for his relinquishing
certain rights to receive payments from W.P. Stewart & Co., Ltd. Effective June
30, 1998, all of the 3,498,978 shares of our U.S. predecessor company were
exchanged for 29,321,436 shares of WPS II, Inc. Effective July 1, 1998, upon the
amalgamation of our U.S. predecessor company with and into W.P. Stewart & Co.,
Ltd., W.P. Stewart & Co., Ltd. issued 29,321,436 common shares to WPS II, Inc.
in exchange for a like number of shares of our U.S. predecessor company, and the
shares of our U.S. predecessor company were cancelled. Effective upon the
amalgamation and merger of Capital Managers Limited with and into W.P. Stewart &
Co., Ltd. as of October 30, 1998, all of the 13,904,305 shares of Capital
Managers Limited then outstanding were exchanged for a like
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* Does not reflect subsequent 8.38 for 1 exchange effective June 30, 1998.
** Does not reflect subsequent 3 for 1 stock split effective October 15, 1997.
*** Reflects 3 for 1 stock split effective October 15, 1997.
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number of common shares of W.P. Stewart & Co., Ltd., and the former Capital
Managers Limited shares were cancelled.
Effective January 1, 1999, W.P. Stewart & Co., Ltd. issued (a) 67,952
common shares, valued by written agreement in 1998 at approximately $6.89 per
share, for an aggregate purchase price of $468,186, to Europa International Ltd.
in connection with our acquisition of three funds managed by an affiliate of
Europa; (b) 1,152,000 common shares in the aggregate to TPR & Partners N.V. and
TPR Curacao N.V. in exchange for 50% of the outstanding capital stock of TPRS
Services N.V.; (c) 898,831 common shares to Stewart Notz Stucki Ltd. in exchange
for all of the outstanding capital stock of NS Money Management (Bermuda)
Limited; and (d) 1,200,000 common shares to First Long Island Holdings, LLC in
exchange for all of the outstanding capital stock of First Long Island
Investors, Inc. In each such instance, the common shares either were or will be
sold in a private placement and either were or will be exempt from registration
under Section 4(2) of the Securities Act.
On March 1, 1999, W.P. Stewart & Co., Ltd. issued an aggregate of 643,000
common shares to employees of the Stewart Group and its affiliated entities at a
purchase price of $10.79 per share, for an aggregate purchase price of
$6,937,970. On April 1, 1999, W.P. Stewart & Co., Ltd. issued (a) an aggregate
of 50,000 common shares to employees of the Stewart Group and its affiliated
entities at a purchase price of $14.39 per share, for an aggregate purchase
price of $719,500, and (b) an aggregate of 246,500 common shares to employees of
the Stewart Group and its affiliated entities at a purchase price of $11.25 per
share, for an aggregate purchase price of $2,773,125. Also on that date, W.P.
Stewart & Co., Ltd. repurchased 343,303 unvested common shares from former
employees of the Stewart Group and its affiliated entities for an aggregate
price of $2,049,424. On May 1, 1999, W.P. Stewart & Co., Ltd. issued an
aggregate of 72,500 common shares to employees of the Stewart Group and its
affiliated entities at a purchase price of $11.25 per share for an aggregate
purchase price of $815,625. On June 1, 1999, W.P. Stewart & Co., Ltd. issued an
aggregate of 40,000 common shares to employees of the Stewart Group and its
affiliated entities at a purchase price of $11.25 per share, for an aggregate
purchase price of $450,000. On July 1, 1999, W.P. Stewart & Co., Ltd. issued (a)
an aggregate of 70,000 common shares to an employee of the Stewart Group at a
purchase price of $11.25 per share, for an aggregate purchase price of $787,500,
and (b) 8,217 and 27,769 common shares in transactions at purchase prices of
$14.39 and $10.79 per share, respectively, for aggregate purchase prices of
$118,242 and $299,628, respectively. Also on that date, W.P. Stewart & Co., Ltd.
repurchased 50,286 unvested common shares from former employees for an aggregate
purchase price of $447,313. On November 1, 1999, W.P. Stewart & Co., Ltd. issued
an aggregate of 75,000 common shares to an employee of the Stewart Group at a
purchase price of $11.25 per share, for an aggregate purchase price of $843,750.
Also on that date, W.P. Stewart & Co., Ltd. repurchased 188,500 unvested common
shares from former employees of the Stewart Group and its affiliated entities
for an aggregate purchase price of $2,212,115. In each instance above, the
common shares were sold in a private placement and were exempt from registration
under Section 4(2) of the Securities Act.
On January 1, 2000, W.P. Stewart & Co., Ltd. issued an aggregate of 124,282
common shares to employees of the Stewart Group at a purchase price of $13.02,
for an aggregate purchase price of $1,618,152. On April 1, 2000, W.P. Stewart &
Co., Ltd. repurchased 63,786 unvested common shares from former employees for an
aggregate purchase price of $717,589. On June 1, 2000, W.P. Stewart & Co., Ltd.
issued an aggregate of 13,000 common shares to employees of the Stewart Group at
a purchase price of $13.02, for an aggregate purchase price of $169,260. Also on
that date, W.P. Stewart & Co., Ltd. repurchased 7,714 common shares from former
employees for an aggregate purchase price of $100,440. In each instance above,
the
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common shares were sold in a private placement and were exempt from registration
under Section 4(2) of the Securities Act.
On October 1, 2000, W.P. Stewart & Co., Ltd. issued an aggregate of 30,500
common shares to employees of the Stewart Group at a purchase price of $13.02
per share, for an aggregate purchase price of $397,110. On October 15, 2000,
W.P. Stewart & Co., Ltd. repurchased 1,571 unvested shares from a former
employee of an affiliate for an aggregate purchase price of $17,674, and 429
vested shares from that former employee for an aggregate purchase price of
$5,586. In each instance above, the common shares were sold in a private
placement and were exempt from registration under Section 4(2) of the Securities
Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS.
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1.1 Form of U.S. Underwriting Agreement
1.2 Form of International Underwriting Agreement
3.1* Memorandum of Association
3.2* Bye-Laws
5.1 Opinion of Appleby Spurling & Kempe as to the legality of
the common shares
10.1* 1996 Shareholders Agreement among Global Reach, Limited and
Shareholders of Global Reach, Limited
10.2* Share Exchange Agreement, dated March 1999, between W.P.
Stewart & Co., Ltd. and First Long Island Holdings, LLC
10.3* Share Exchange Agreement, dated as of May 19, 1999, among
W.P. Stewart & Co., Ltd., TPR & Partners N.V. and TPR
Curacao N.V.
10.4* Share Exchange Agreement, dated as of June 1, 1999, between
W.P. Stewart & Co., Ltd. and Stewart Notz Stucki Ltd.
10.5* Purchase Agreement, dated as of June 30, 1999, among W.P.
Stewart & Co., Ltd., Bowen Asia Limited, Charles G.R.
Target, Lisa M. Stewart, Naoko Takemura and Celina Lin
10.6 Form of Indemnity Agreement by WPS II, Inc. and the
Guarantors thereunder in favor of W.P. Stewart & Co., Ltd.
15.1* Letter re: Unaudited Interim Financial Information
21* Subsidiaries of the Registrant
23.1* Consent of PricewaterhouseCoopers
23.2* Consent of PricewaterhouseCoopers LLP
23.3 Consent of Appleby Spurling & Kempe (included in Exhibit
5.1)
23.4* Consent of Nixon Peabody LLP
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(b) FINANCIAL STATEMENT SCHEDULES.
[NOT REQUIRED]
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*Previously filed.
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ITEM 17. UNDERTAKINGS
(1) The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement certificates
in such denominations and registered in such names as required by the
Underwriters to permit prompt delivery to each purchaser.
(2) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to its Memorandum of
Association, Bye-Laws, the Underwriting Agreement or otherwise, the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by the director, officers or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
(3) The Registrant hereby undertakes that:
(a) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of the
Registration Statement as of the time it was declared effective.
(b) For purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-1 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Hamilton, Bermuda, on December 5, 2000.
W.P. STEWART & CO., LTD.
By: /s/ LISA D. LEVEY
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Name: Lisa D. Levey
Title: General Counsel and
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
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SIGNATURE TITLE DATE
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* Chief Executive Officer, December 5, 2000
--------------------------------------------------- Director (Principal
William P. Stewart Executive Officer)
* Director December 5, 2000
---------------------------------------------------
Richard C. Breeden
* Director December 5, 2000
---------------------------------------------------
Edgar H. Brunner
* Director December 5, 2000
---------------------------------------------------
Beat Notz
* Deputy Chairman, Managing December 5, 2000
--------------------------------------------------- Director and Director
John C. Russell
* Director December 5, 2000
---------------------------------------------------
Henry B. Smith
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SIGNATURE TITLE DATE
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* Director December 5, 2000
---------------------------------------------------
Heinrich Spangler
* Finance Director (Principal December 5, 2000
--------------------------------------------------- Financial and Accounting
Rocco Macri Officer)
/s/ LISA D. LEVEY Authorized Representative in December 5, 2000
--------------------------------------------------- the United States
W.P. Stewart & Co., Inc.
By: Lisa D. Levey, its Vice President
and General Counsel
* By: /s/ LISA D. LEVEY
-------------------------------------------
Lisa D. Levey
(Attorney-in-fact)
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
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1.1 Form of U.S. Underwriting Agreement
1.2 Form of International Underwriting Agreement
3.1* Memorandum of Association
3.2* Bye-Laws
5.1 Opinion of Appleby Spurling & Kempe as to the legality of
the common shares
10.1* 1996 Shareholders Agreement among Global Reach, Limited and
Shareholders of Global Reach, Limited
10.2* Share Exchange Agreement, dated March 1999, between W.P.
Stewart & Co., Ltd. and First Long Island Holdings, LLC
10.3* Share Exchange Agreement, dated as of May 19, 1999, among
W.P. Stewart & Co., Ltd., TPR & Partners N.V. and TPR
Curacao N.V.
10.4* Share Exchange Agreement, dated as of June 1, 1999, between
W.P. Stewart & Co., Ltd. and Stewart Notz Stucki Ltd.
10.5* Purchase Agreement, dated as of June 30, 1999, among W.P.
Stewart & Co., Ltd., Bowen Asia Limited, Charles G.R.
Target, Lisa M. Stewart, Naoko Takemura and Celina Lin
10.6 Form of Indemnity Agreement by WPS II, Inc. and the
Guarantors thereunder in favor of W.P. Stewart & Co., Ltd.
15.1* Letter re: Unaudited Interim Financial Information
21* Subsidiaries of the Registrant
23.1* Consent of PricewaterhouseCoopers
23.2* Consent of PricewaterhouseCoopers LLP
23.3 Consent of Appleby Spurling & Kempe (included in Exhibit
5.1)
23.4* Consent of Nixon Peabody LLP
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* Previously filed.
