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Foundation Asset Management Eyes Big Changes At Stewart Information Services (STC)

Published on July 29, 2016 at 11:06 am by Insider Monkey Staff in Hedge Funds, News
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David Charney and Sky Wilber have stepped up their activist efforts with regard to Stewart Information Services Corp (NYSE:STC). According to a filing with the Securities and Exchange Commission, their fund Foundation Asset Management is seeking shareholder support to demand a special shareholder meeting, as it aims to replace two of the existing Directors with its own people. The fund currently holds 1.31 million shares of the company which account for 5.6% of its outstanding stock.

On June 14, Foundation Asset Management addressed the management of Stewart Information Services Corp (NYSE:STC) in a presentation, where it pointed out the fact that the company is lagging behind its peers as a result of poor management. The fund’s representatives proposed to either look for a new CEO or explore the possibility of a sale of the company.

Now Foundation Asset Management is looking to replace two of the company’s existing directors with Mr. Ernest D. Smith and Mrs. Roslyn B. Payne, and are calling for a special shareholder meeting. The Directors to be replaced are Malcolm S. Morris and Stewart Morris Jr. as the fund fears that their familial relationships with CEO Mathew W. Morris may have a negative impact on the company’s governance.

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At the end of March, approximately 22% of Stewart Information Services Corp (NYSE:STC)’s common stock was held by 19 hedge funds in our database, unchanged during the first quarter. Phillip Goldstein, Andrew Dakos and Steven Samuels’ Bulldog Investors was among those betting on this stock, having indicated ownership of 1.13 million shares of it in its latest 13F filing. Jim Simons‘ Renaissance Technologies boosted its Stewart Information holding by 51% during the quarter, to 473,800 shares.

You can access the original SEC filing by clicking here.

Follow Stewart Information Services Corp (NYSE:STC)

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
FOUNDATION OFFSHORE MASTER FUND, LTD 1,310,850 1,310,850 1,310,850 1,310,850 1,310,850 5.6%
FOUNDATION ASSET MANAGEMENT 1,310,850 1,310,850 1,310,850 1,310,850 1,310,850 5.6%
FOUNDATION ASSET MANAGEMENT GP II 1,310,850 1,310,850 1,310,850 5.6%
DAVID CHARNEY 1,000 1,000 1,310,850 5.6%
SKY WILBER 1,311,850 5.6%
ERNEST D. SMITH 0%
ROSLYN B. PAYNE 0%

Follow David Charney And Sky Wilber's Foundation Asset Management

Page 1 of 12 – SEC Filing

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. 9)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
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)
July 28, 2016
(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).
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