-----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, F+D0hK41J5+SYiXSlaoCA5JC+I6Xo4yv8bjE15jyJuNxMwj9Tttk8T8t1ss+ENNw EaYAkVEn4BDbmlDQAwK9WA== 0000950129-01-501479.txt : 20010622 0000950129-01-501479.hdr.sgml : 20010622 ACCESSION NUMBER: 0000950129-01-501479 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010621 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-3/A SEC ACT: SEC FILE NUMBER: 333-58022 FILM NUMBER: 1664714 BUSINESS ADDRESS: STREET 1: 1980 POST OAK BLVD CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7136258100 MAIL ADDRESS: STREET 1: 1980 POST OAK BLVD CITY: HOUSTON STATE: TX ZIP: 77056 S-3/A 1 h87816a2s-3a.txt STEWART INFORMATION SERVICES CORPORATION 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 2001 REGISTRATION NUMBER 333-58022 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-3 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 Incorporation or Organization) Identification No.)
1980 POST OAK BOULEVARD HOUSTON, TEXAS 77056 (713) 625-8100 (Address, including zip code, and telephone number, including area code, of principal executive offices) MAX CRISP STEWART INFORMATION SERVICES CORPORATION 1980 POST OAK BOULEVARD HOUSTON, TEXAS 77056 TELEPHONE: (713) 625-8100 FACSIMILE: (713) 629-2330 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: LAURA J. MCMAHON FULBRIGHT & JAWORSKI L.L.P. 1301 MCKINNEY, SUITE 5100 HOUSTON, TEXAS 77010-3095 TELEPHONE: (713) 651-5658 FACSIMILE: (713) 651-5246 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 COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 EXPLANATORY NOTE This Amendment No. 2 to Stewart Information Services Corporation's Registration Statement on Form S-3 is being filed for the purpose of filing Exhibit 23.2 3 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 16. EXHIBITS Exhibits not incorporated herein by reference to a prior filing are designated by an asterisk (*) and are filed herewith. All exhibits not so designated are incorporated by reference as indicated.
EXHIBIT NUMBER DESCRIPTION ------- ----------- **1.1 -- Form of Underwriting Agreement 3.1 -- Restated Certificate of Incorporation of Stewart Information Services Corporation ("Stewart") (incorporated by reference to Exhibit 3.1 to Stewart's Annual Report on Form 10-K for the year ended December 31, 2000) 3.2 -- Bylaws (incorporated by reference to Exhibit 3.2 to Stewart's Annual Report on Form 10-K for the year period ended December 31, 2000) +4.1 -- Specimen of Certificate Evidencing Common Stock +5.1 -- Opinion of Fulbright & Jaworski L.L.P. +23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1 to this Registration Statement) *23.2 -- Consent of KPMG LLP +24.1 -- Powers of Attorney.
- --------------- * Filed herewith. ** To be filed by amendment or to be incorporated by reference to a periodic report filed hereafter in connection with or prior to an offering of common stock. + Previously filed. II-2 4 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Amendment No. 2 to its registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 21, 2001. STEWART INFORMATION SERVICES CORPORATION By: /s/ MAX CRISP ---------------------------------- Max Crisp Vice President--Finance
SIGNATURE TITLE DATE --------- ----- ---- * Chairman of the Board, Co-Chief June 21, 2001 - ----------------------------------------------------- Executive Officer and Director Malcolm S. Morris (Co-Principal Executive Officer) * President, Co-Chief Executive June 21, 2001 - ----------------------------------------------------- Officer, and Director Stewart Morris, Jr. (Co-Principal Executive Officer) /s/ MAX CRISP Vice President-Finance and June 21, 2001 - ----------------------------------------------------- Director (Principal Financial Max Crisp and Accounting Officer) Director June , 2001 - ----------------------------------------------------- Lloyd Bentsen, III * Director June 21, 2001 - ----------------------------------------------------- Nita B. Hanks Director June , 2001 - ----------------------------------------------------- Paul W. Hobby * Director June 21, 2001 - ----------------------------------------------------- E. Douglas Hodo Director June , 2001 - ----------------------------------------------------- Dr. Arthur Porter Director June , 2001 - ----------------------------------------------------- Martin J. Whitman *By: /s/ MAX CRISP June 21, 2001 ----------------------------------------------- Max Crisp, Attorney-in-Fact for each of the persons indicated
II-4 5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- **1.1 -- Form of Underwriting Agreement 3.1 -- Restated Certificate of Incorporation of Stewart Information Services Corporation ("Stewart") (incorporated by reference to Exhibit 3.1 to Stewart's Annual Report on Form 10-K for the year ended December 31, 2000) 3.2 -- Bylaws (incorporated by reference to Exhibit 3.2 to Stewart's Annual Report on Form 10-K for the year period ended December 31, 2000) +4.1 -- Specimen of Certificate Evidencing Common Stock +5.1 -- Opinion of Fulbright & Jaworski L.L.P. +23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1 to this Registration Statement) *23.2 -- Consent of KPMG LLP +24.1 -- Powers of Attorney (included on Page II-5 of this Registration Statement)
- --------------- * Filed herewith. ** To be filed by amendment or to be incorporated by reference to a periodic report filed hereafter in connection with or prior to an offering of common stock. + Previously filed. EX-23.2 2 h87816a2ex23-2.txt CONSENT OF KPMG LLP 1 EXHIBIT 23.2 The Board of Directors Stewart Information Services Corporation: We consent to the use of our report incorporated by reference and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG LLP KPMG LLP Houston, Texas June 20, 2001 -----END PRIVACY-ENHANCED MESSAGE-----