SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G*
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(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
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PURSUANT TO 13d-2(b)
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Stewart Information Services Corporation
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(Name of Issuer)
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Common Stock, $1 par value
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(Title of Class of Securities)
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860372101
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(CUSIP Number)
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August 24, 2012
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 12 Pages)
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CUSIP No. 860372101
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13G
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Page 2 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Highbridge International LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
Convertible Senior Notes due October 15, 2014, convertible into 955,047 shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
Convertible Senior Notes due October 15, 2014, convertible into 955,047 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Convertible Senior Notes due October 15, 2014, convertible into 955,047 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.96%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 860372101
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13G
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Page 3 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
STAR L.P. (a statistical arbitrage strategy)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
17,721 shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
17,721 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,721 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.10%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 860372101
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13G
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Page 4 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Highbridge Statistical Opportunities Master Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
17,378 shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
17,378 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,378 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.09%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 860372101
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13G
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Page 5 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Highbridge Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
35,099 shares of Common Stock
Convertible Senior Notes due October 15, 2014, convertible into 955,047 shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
35,099 shares of Common Stock
Convertible Senior Notes due October 15, 2014, convertible into 955,047 shares of Common Stock
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9
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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
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.14%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 860372101
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13G
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Page 6 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Glenn Dubin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
35,099 shares of Common Stock
Convertible Senior Notes due October 15, 2014, convertible into 955,047 shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
35,099 shares of Common Stock
Convertible Senior Notes due October 15, 2014, convertible into 955,047 shares of Common Stock
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9
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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
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.14%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 860372101
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13G
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Page 7 of 12 Pages
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Item 1 (a).
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NAME OF ISSUER:
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The name of the issuer is Stewart Information Services Corporation, a Delaware corporation (the “Company”).
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Item 1(b).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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1980 Post Oak Blvd., Houston TX 77056
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Item 2 (a).
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NAME OF PERSON FILING:
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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Item 2(c).
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CITIZENSHIP:
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This statement is filed by:
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(i)
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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
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(ii)
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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
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(iii)
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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
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(iv)
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Highbridge Capital Management, LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Citizenship: State of Delaware
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(v)
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Glenn Dubin
c/o Highbridge Capital Management, LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Citizenship: United States
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The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
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CUSIP No. 860372101
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13G
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Page 8 of 12 Pages
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Common Stock, $1 par value (the “Common Stock”).
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Item 2(e).
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CUSIP NUMBER:
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860372101
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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Broker or dealer registered under Section 15 of the Act,
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(b)
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Bank as defined in Section 3(a)(6) of the Act,
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(c)
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¨
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Insurance Company as defined in Section 3(a)(19) of the Act,
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(d)
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Investment Company registered under Section 8 of the Investment Company Act of 1940,
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
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(g)
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Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
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(h)
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¨
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Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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¨
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution:
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Item 4.
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OWNERSHIP.
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CUSIP No. 860372101
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13G
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Page 9 of 12 Pages
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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Not applicable.
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
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CUSIP No. 860372101
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13G
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Page 10 of 12 Pages
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Item 10.
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CERTIFICATION.
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Each of the Reporting Persons hereby makes the following certification:
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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.
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Exhibits:
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Exhibit I:
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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.
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CUSIP No. 860372101
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13G
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Page 11 of 12 Pages
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HIGHBRIDGE INTERNATIONAL LLC
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STAR L.P. (a statistical arbitrage strategy)
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By:
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Highbridge Capital Management, LLC
its Trading Manager
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By
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Highbridge Capital Management, LLC
its Trading Manager
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By:
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/s/ John Oliva
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By:
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/s/ John Oliva
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Name:
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John Oliva |
Name:
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John Oliva | |||||
Title:
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Managing Director |
Title:
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Managing Director | |||||
HIGHBRIDGE STATISTICAL OPPORTUNITIES MASTER FUND, L.P
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HIGHBRIDGE CAPITAL MANAGEMENT, LLC
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By:
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Highbridge Capital Management, LLC
its Trading Manager |
By:
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/s/ John Oliva
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Name:
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John Oliva
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Title:
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Managing Director
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By:
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/s/ John Oliva
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Name:
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John Oliva
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Title:
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Managing Director
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/s/ Glenn Dubin
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GLENN DUBIN
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CUSIP No. 860372101
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13G
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Page 12 of 12 Pages
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HIGHBRIDGE INTERNATIONAL LLC
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STAR L.P. (a statistical arbitrage strategy)
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By:
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Highbridge Capital Management, LLC
its Trading Manager
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By
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Highbridge Capital Management, LLC
its Trading Manager
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By:
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/s/ John Oliva
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By:
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/s/ John Oliva
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Name:
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John Oliva |
Name:
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John Oliva | |||||
Title:
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Managing Director |
Title:
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Managing Director |
HIGHBRIDGE STATISTICAL OPPORTUNITIES MASTER FUND, L.P
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HIGHBRIDGE CAPITAL MANAGEMENT, LLC
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By:
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Highbridge Capital Management, LLC
its Trading Manager |
By:
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/s/ John Oliva
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Name:
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John Oliva
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Title:
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Managing Director
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By:
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/s/ John Oliva
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Name:
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John Oliva
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Title:
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Managing Director
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/s/ Glenn Dubin
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GLENN DUBIN
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