-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NmJgHJEqWDHxYptbdKNyt2Bj3nJooVIFzmEMS/QXBOr8rtcNswztsxRUvTP/DUAL 1xPsbhTXvkfSXwsCM+kpMQ== 0000950129-96-000951.txt : 19960520 0000950129-96-000951.hdr.sgml : 19960520 ACCESSION NUMBER: 0000950129-96-000951 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960517 EFFECTIVENESS DATE: 19960605 SROS: NYSE FILER: 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-03981 FILM NUMBER: 96569348 BUSINESS ADDRESS: STREET 1: 2200 W LOOP S STREET 2: STEWART TITLE BLDG CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7138711100 S-8 1 STEWART INFORMATION SERVICES CORPORATION- FORM S-8 1 ================================================================================ As filed with the Securities and Exchange Commission on May 17, 1996 Registration No. 333-__________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- STEWART INFORMATION SERVICES CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 74-1677330 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1980 POST OAK BOULEVARD HOUSTON, TEXAS 77056 (Address, including zip code, of registrant's Principal Executive Offices) -------------------- STEWART INFORMATION SERVICES CORPORATION 1996 DIRECTORS' STOCK PLAN (Full title of the plan) MAX CRISP VICE PRESIDENT - FINANCE, SECRETARY AND TREASURER STEWART INFORMATION SERVICES CORPORATION 1980 POST OAK BOULEVARD HOUSTON, TEXAS 77056 (713) 625-8100 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------- Copy to: FULBRIGHT & JAWORSKI L.L.P. 1301 MCKINNEY, SUITE 5100 HOUSTON, TEXAS 77010-3095 (713) 651-5151 ATTENTION: JOHN A. WATSON -------------------- CALCULATION OF REGISTRATION FEE
======================================================================================================================= Proposed maximum Proposed maximum Amount to be offering price per aggregate offering Amount of Title of shares to be registered registered share(1) price(1) registration fee - ----------------------------------------------------------------------------------------------------------------------- Common Stock, $1.00 par value 45,000 shares $20.625 $928,125 $320 =======================================================================================================================
(1) Pursuant to Rule 457(h), the proposed maximum offering price is estimated, solely for the purpose of determining the registration fee, on the basis of the average high and low sales prices of a share of Common Stock as reported by The New York Stock Exchange on May 15, 1996. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. Stewart Information Services Corporation, a Delaware corporation (the "Company"), hereby incorporates by reference in this Registration Statement the following documents: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the fiscal year ended December 31, 1995. (c) The description of the Company's common stock, $1.00 par value (the "Common Stock"), contained in a registration statement on Form 8-A filed pursuant to the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, is hereby deemed to be incorporated by reference in this Registration Statement and a part hereof from the date of the filing of such documents. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The financial statements and schedules of the Company as of December 31, 1995 and 1994, and for each of the years in the three-year period ended December 31, 1995, incorporated by reference in this Registration Statement have been audited by: KPMG Peat Marwick LLP; Price Waterhouse LLP; Ernst & Young LLP; Doshier, Pickens & Francis, P.C.; Jim S. Walker; Fancher & Company; M. Timothy O'Roark; Grant Bennett Accountants; McGee, Haza & Co.; Aaronson, White & Company; Edgar, Kiker & Cross, L.L.P.; Wilkerson & Arthur, P.C.; Jesus Yepez; Williams & Pearcy, P.C.; Flusche, Van Beveren, Kilgore P.C.; and Ginny Sanders May, independent auditors, to the extent indicated in their reports thereon also incorporated by reference herein. Such financial statements and schedules have been incorporated by reference herein in reliance upon such reports given on the authority of such firms as experts in accounting and auditing. The validity of the issuance of the shares of Common Stock registered hereby will be passed upon by Fulbright & Jaworski L.L.P., counsel to the Company. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article Eleventh of the Company's Certificate of Incorporation provides that no director of the Company will be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty by such directors as a director; provided, however, that such article will not eliminate or limit liability of a director to the extent provided by applicable law (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the General Corporation Law of the State of Delaware (the "GCL"), or (iv) for any transaction from which the director derived an improper personal benefit. The effect of this provision is to eliminate the personal liability of a director to the Company and its stockholders for monetary damages for breach of his fiduciary duty as a director to the extent allowed under the GCL. If a director were to breach such duty in performing his duties as a director, neither the Company nor the stockholders could recover monetary damages from the director, and the only course of action available to the Company's stockholders would be equitable remedies such as an action to enjoin or rescind a transaction involving a breach of fiduciary duty. To the extent certain claims against directors are limited to equitable remedies, Article Fourteenth may reduce the likelihood of derivative litigation and may discourage stockholders or management from initiating litigation against directors for breach of their fiduciary duty. Additionally, equitable remedies may not be effective in many situations. If a stockholder's only remedy is to enjoin completion of the Board of Directors' action, this remedy would be ineffective if the stockholder does not become aware of a II-1 3 transaction until after it has been completed. In such a situation, it is possible that the stockholders and the Company would not have an effective remedy against the directors. Section 145 of the General Corporation Law of the State of Delaware empowers the Company to, and the By-Laws of the Company provide that it shall, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; except that, in the case of an action or suit by or in the right of the Company, no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that such person is fairly and reasonably entitled to indemnity for proper expenses. Delaware corporations are also authorized to obtain insurance to protect officers and directors from certain liabilities, including liabilities against which the corporation cannot indemnify its directors and officers. The Company currently has in effect a directors' and officers' liability insurance policy providing coverage for each director and officer in his capacity as such. ITEM 8. EXHIBITS. 4.1 Certificate of Incorporation of the Company, as amended (Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1987, is incorporated by reference herein). 4.2 By-Laws of the Company, as amended (Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1995, is incorporated by reference herein). 4.3 Rights of Common and Class B Common Stockholders (contained in Exhibits 4.1 and 4.2 which are incorporated by reference herein). 4.4 Stewart Information Services Corporation 1996 Directors' Stock Plan. 5.1 Opinion of Fulbright & Jaworski L.L.P. regarding the legality of the securities being registered. 23.1 Consents of independent accountants. 23.2 Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit 5.1 hereto). 25.1 Power of attorney (contained on page II-4 hereof).
ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (i) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (A) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (B) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) II-2 4 which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (C) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; Provided, however, that paragraphs (a)(i)(A) and (a)(i)(B) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (ii) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (iii) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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. II-3 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 17th day of May, 1996. STEWART INFORMATION SERVICES CORPORATION By MAX CRISP Max Crisp Vice President - Finance, Secretary and Treasurer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Max Crisp and Tannie L. Pizzitola, Jr., and each of them, to act as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all post-effective amendments to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes or all of them may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities indicated on the 17th day of May, 1996.
Signature Title --------- ----- CARLOSS MORRIS Co-Chief Executive Officer and Carloss Morris Chairman of the Board (Principal Executive Officer) STEWART MORRIS Co-Chief Executive Officer, President Stewart Morris and Director (Principal Executive Officer) MAX CRISP Vice President - Finance, Secretary, Max Crisp Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) Director ----------------------------------------------------- Lloyd M. Bentsen, III E. DOUGLAS HODO Director E. Douglas Hodo
II-4 6 NITA B. HANKS Director Nita B. Hanks Director ----------------------------------------------------- Paul W. Hobby Director ----------------------------------------------------- C.M. Hudspeth Director ----------------------------------------------------- W. Arthur Porter
II-5 7 INDEX TO EXHIBITS
Number Exhibit ------ ------- 4.1 Certificate of Incorporation of the Company, as amended (Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1987, is incorporated by reference herein). 4.2 By-Laws of the Company, as amended (Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1995, is incorporated by reference herein). 4.3 Rights of Common and Class B Common Stockholders (contained in Exhibits 4.1 and 4.2 which are incorporated by reference herein). 4.4 Stewart Information Services Corporation 1996 Directors' Stock Plan. 5.1 Opinion of Fulbright & Jaworski L.L.P. regarding the legality of the securities being registered. 23.1 Consents of independent accountants. 23.2 Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit 5.1 hereto). 25.1 Power of attorney (contained on page II-4 hereof).
EX-4.4 2 1996 DIRECTORS' STOCK PLAN 1 EXHIBIT 4.4 STEWART INFORMATION SERVICES CORPORATION 1996 DIRECTORS' STOCK PLAN 1. Purpose. The 1996 Directors' Stock Plan (the "Plan") of Stewart Information Services Corporation (the "Company") for non-employee directors is intended to advance the best interests of the Company by providing non- employee directors with additional incentive and by increasing their proprietary interest in the success of the Company, thereby encouraging them to continue their service to the Company. 2. Award Shares. The stock subject to the provisions of the Plan shall be shares of the Company's Common Stock, $1.00 par value (or such other par value as may be designated by act of the Company's stockholders) (the "Common Stock"). The amount of the Common Stock with respect to which awards may be granted under this Plan shall not exceed 45,000 shares in the aggregate and 5,000 shares to any one individual. The shares may be treasury shares or authorized but unissued shares. 3. Annual Awards. Each person who is not a full-time employee of the Company or any of its subsidiaries and who shall be elected or re-elected as a director of the Company shall be awarded shares annually on the first business day following the Company's annual meeting of stockholders at which such person was elected or re-elected to serve, provided that this Plan is in effect on that day. Each person who is not a full-time employee of the Company or any of its subsidiaries and who shall be elected or re-elected as an Advisory Director of the Company shall be awarded shares annually on the first business day following the Company's annual meeting of directors at or subsequent to which such person was elected or re-elected to serve, provided that this Plan is in effect on that day. The number of shares to be awarded pursuant to this Section 3 shall be the amount determined by dividing $7,500 by the fair market value of a share of the Common Stock on the date of the award. For purposes of this Section 3, the "fair market value" of a share of stock as of any particular date shall mean the closing price of a share of stock on that date as reported in the New York Stock Exchange--Composite Transactions listing. No shares awarded pursuant to this Section 3 may be disposed of by a recipient before six months after the date the shares are awarded. 4. Requirements of Law. The Company shall not be required to award any shares under this Plan if issuing the shares shall constitute a violation by the recipient or the Company of any provisions of any law or regulation of any governmental authority. Each award under this Plan shall be subject to the requirements that, if at any time the Board of Directors of the Company shall determine that the listing, registration or qualification of the shares upon any securities exchange or under any state or federal law of the United States or of any other country or governmental subdivision, or the consent or approval of any governmental regulatory body, or investment or other representations, are necessary or desirable in connection with such award, such award shall not be made in whole or in part unless the listing, registration, qualification, consent, approval or representations shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. In the event the shares issuable pursuant to this Plan are not registered under the Securities Act of 1933, the Company may imprint on the certificate for those shares the following legend or any other legend which counsel for the Company considers necessary or advisable to comply with the Securities Act of 1933: "The shares of stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon registration or upon receipt by the Corporation of an opinion of counsel satisfactory to the Corporation, in form and substance satisfactory to the Corporation, that registration is not required for a sale or transfer." The Company may, but shall in no event be obligated to, register any securities covered by this Plan under the Securities Act of 1933 (as now in effect or as later amended) and, in the event any shares are registered, the Company may remove any legend on certificates representing those shares. The Company 2 shall not be obligated to take any other affirmative action in order to cause awards under this Plan to comply with any law or regulation or any governmental authority. 5. Amendment or Termination of Plan. The Board of Directors may modify, revise or terminate this Plan at any time and from time to time. However, without the further Company stockholder approval by a majority of the votes cast at a duly held stockholders' meeting at which a quorum representing a majority of all outstanding voting stock is, either in person or by proxy, present and voting on the issue, the Board of Directors may not (a) change the number of shares which may be awarded pursuant to the provisions of this Plan or (b) change the class of persons eligible to receive awards under this Plan. 6. Effective Date of Plan. The Plan shall become effective and shall be deemed to have been adopted on March 11, 1996, if within one year of that date it has been approved by the Company stockholders by a majority of the votes cast at a duly held stockholders' meeting at which a quorum representing a majority of all outstanding voting stock is, either in person or by proxy, present and voting on the Plan. No awards shall be made pursuant to the Plan after December 1, 2006. 2 EX-5.1 3 OPINION OF FULBRIGHT & JAWORSKI 1 EXHIBIT 5.1 [LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.] May 16, 1996 Board of Directors of Stewart Information Services Corporation Suite 800 1980 Post Oak Boulevard Houston, Texas 77056 Gentlemen: We have acted as counsel for Stewart Information Services Corporation, a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933 of 45,000 shares of the Company's common stock, $1.00 par value (the "Shares"), to be awarded by the Company under its 1996 Directors' Stock Plan (the "Plan") upon the terms and subject to the conditions set forth in the Company's Registration Statement on Form S-8 covering the Shares (the "Registration Statement") to be filed with the Securities and Exchange Commission. In connection therewith, we have examined the Registration Statement, originals or copies certified or otherwise identified to our satisfaction of the amended Certificate of Incorporation of the Company, the amended By-laws of the Company, the corporate proceedings with respect to the adoption of the Plan and such other documents and instruments as we have deemed necessary or appropriate for the expression of the opinions contained herein. We have assumed the authenticity and completeness of all records, certificates and other instruments submitted to us as originals, the conformity to original documents of all records, certificates and other instruments submitted to us as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to us as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that we have examined. Based on the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Shares have been duly and validly authorized for issuance and, upon issuance thereof in accordance with the Plan, will be duly and validly issued, fully paid and nonassessable. The opinions expressed herein relate solely to, are based solely upon and are limited exclusively to the laws of the State of Delaware and the federal laws of the United States of America, to the extent applicable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption "Item 5. Interest of Named Experts and Counsel" in the Registration Statement. Very truly yours, Fulbright & Jaworski L.L.P. EX-23.1 4 CONSENTS OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23.1 The Board of Directors Stewart Information Services Corporation We consent to the use of our report incorporated herein by reference and to the reference to our firm under the heading "Interests of Named Experts and Counsel" in the Registration Statement. Our report covering the December 31, 1995 financial statements refers to a change in accounting for long-lived assets. /s/ KPMG PEAT MARWICK LLP KPMG PEAT MARWICK LLP Houston, Texas May 16, 1996 2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Stewart Information Services Corporation of our report dated January 20, 1995 on the consolidated financial statements of Stewart Title & Trust of Phoenix, Inc. appearing in the Annual Report on Form 10-K for the year ended December 31, 1995. We also consent to the reference to us under the heading "Interests of Named Experts and Counsel" appearing in such Registration Statement. /s/ PRICE WATERHOUSE LLP PRICE WATERHOUSE LLP Phoenix, Arizona May 13, 1996 3 Consent of Independent Auditors We consent to the reference to our firm under the caption "Interests of Named Experts and Counsel" in the Registration Statement (Form S-8) pertaining to the 1996 Directors' Stock Plan of Stewart Information Services Corporation and to the incorporation by reference therein of our report dated January 20, 1995, with respect to the balance sheet of Stewart Title as of December 31, 1994, and the related statements of operations and retained earnings, and cash flows for each of the two years in the period ended December 31, 1994 (not presented separately therein) included in Stewart Information Services Corporation's Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP ERNST & YOUNG LLP Los Angeles, California May 14, 1996 4 The Board of Directors Stewart Information Services Corporation We consent to the use of our report incorporated herein by reference and to the reference to our firm under the heading "Interests of Named Experts and Counsel" in the Registration Statement. /s/ DOSHIER, PICKENS & FRANCIS, P.C. Doshier, Pickens & Francis, P.C. May 13, 1996 5 The Board of Directors Stewart Information Services Corporation I consent to the use of my report incorporated herein by reference and to the reference to my firm under the heading "Interests of Named Experts and Counsel" in the Registration Statement. /s/ JIM S. WALKER Jim S. Walker May 13, 1996 6 The Board of Directors Stewart Information Services Corporation We consent to the use of our report incorporated herein by reference and to the reference to our firm under the heading "Interests of Named Experts and Counsel" in the Registration Statement. /s/ FRANCHER & COMPANY May 13, 1996 7 The Board of Directors Stewart Information Services Corporation We consent to the use of our report incorporated herein by reference and to the reference to our firm under the heading "Interests of Named Experts and Counsel" in the Registration Statement. /s/ M. TIMOTHY O'ROARK M. TIMOTHY O'ROARK El Paso, TX May 13, 1996 8 May 8, 1996 The Board of Directors Stewart Information Services Corporation We consent to the use of our report incorporated herein by reference and to the reference to our firm under the heading "Interests of Named Experts and Counsel" in the Registration Statement. Sincerely, /s/ GRANT BENNETT ACCOUNTANTS GRANT BENNETT ACCOUNTANTS Certified Public Accountants A Professional Corporation 9 The Board of Directors Stewart Information Services Corporation We consent to the use of our report incorporated herein by reference and to the reference to our firm under the heading "Interests of Named Experts and Counsel" in the Registration Statement. /S/ MCGEE, HAZA & CO. - ----------------------------- McGee, Haza & Co. Dallas, Texas May 6, 1996 10 The Board of Directors Stewart Information Services Corporation We consent to the use of our report incorporated herein by reference and to the reference to our firm under the heading "Interests of Named Experts and Counsel" in the Registration Statement. /s/ AARONSON, WHITE & COMPANY AARONSON, WHITE & COMPANY Houston, Texas May 13, 1996 11 The Board of Directors Stewart Information Services Corporation We consent to the use of our report incorporated herein by reference and to the reference to our firm under the heading "Interests of Named Experts and Counsel" in the Registration Statement. /s/ EDGAR, KIKER & CROSS, L.L.P. EDGAR, KIKER & CROSS, L.L.P. Certified Public Accountants Beaumont, Texas May 13, 1996 12 May 6, 1996 The Board of Directors Stewart Information Services Corporation We consent to the use of our report incorporated herein by reference and to the reference to our firm under the heading "Interests of Named Experts and Counsel" in the Registration Statement. Sincerely, /s/ WILKERSON & ARTHUR, P.C. Wilkerson & Arthur, P.C. 13 The Board of Directors Stewart Information Services Corporation We consent to the use of our report incorporated herein by reference and to the reference to our firm under the heading "Interest of Named Experts and Counsel" in the Registration Statement. /s/ JESUS YEPEZ CPA ------------------------------ Jesus Yepez CPA May 13, 1996 14 The Board of Directors Stewart Information Services Corporation We consent to the use of our report incorporated herein by reference to our firm under the heading "Interests of Named Experts and Counsel" in the Registration Statement. /s/ WILLIAMS & PEARCY, P.C. Williams & Pearcy, P.C. Texarkana, USA May 13, 1996 15 The Board of Directors Stewart Information Services Corporation Houston, Texas We consent to incorporation by reference in the registration statement on Form S-8 of our report for the audit of escrow funds of Stewart Title Rockport and San Patricio. We also consent to the reference to us under the heading "Interests of Named Experts and Counsel" in such registration, only to the extent it relates to the audit of the escrow funds. /s/ FLUSCHE, VAN BEVEREN, KILGORE, P.C. Flusche, Van Beveren, Kilgore, P.C. Certified Public Accountants May 15, 1996 Corpus Christi, Texas 16 The Board of Directors Stewart Information Services Corporation I consent to the use of my report incorporated herein by reference and to the reference to my firm under the heading "Interests of Named Experts and Counsel" in the Registration Statement. /s/ GINNY SANDERS MAY, CPA -------------------------- Ginny Sanders May, CPA May 13, 1996 -----END PRIVACY-ENHANCED MESSAGE-----