e424b3
File Pursuant to 424(b)(3)
Registration No. 333-171716
PROSPECTUS
STEWART INFORMATION SERVICES CORPORATION
660,000 Shares
Common Stock
From time to time, Gilardi & Co. LLC, which we refer to as the Claims Administrator,
may offer and sell up to 660,000 shares of our common stock, which we refer to as the
Settlement Shares, issued to the Claims Administrator in connection with the settlement of four
wage and hour class action lawsuits filed in California state and federal courts against
our subsidiary, Stewart Title of California, Inc. In connection with
the terms of the settlement of the lawsuits, we issued the Settlement
Shares in a private placement to the Claims Administrator on
January 14, 2011.
Our common stock is listed on the New York Stock Exchange under the symbol STC. On
January 13, 2011, the last reported sale price of our common stock on the New York Stock
Exchange was $11.62 per share.
The Claims Administrator may offer and sell any of the Settlement Shares from time to
time at fixed prices, at market prices or at negotiated prices, and may engage a broker,
dealer or underwriter to sell the Settlement Shares. For additional information on the
possible methods of sale that may be used by the Claims Administrator, you should refer to
the section entitled Plan of Distribution beginning on page 4 of this prospectus. We will
not receive any proceeds from the sale of the Settlement Shares by the Claims Administrator.
We will pay all expenses incurred in effecting the registration statement of which this
prospectus constitutes a part.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY
CONSIDER THE RISK FACTORS CONTAINED IN OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2009, UPDATES IN PART II ITEM 1A OF OUR FORM 10-Q FILINGS AND IN OUR
FUTURE FILINGS MADE WITH THE SECURITIES AND EXCHANGE COMMISSION, WHICH ARE INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. SEE THE SECTION ENTITLED RISK FACTORS ON PAGE 1 OF THIS
PROSPECTUS.
The date of this prospectus
is January 18, 2011.
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS |
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OUR COMPANY |
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RISK FACTORS |
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FORWARD-LOOKING STATEMENTS |
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2 |
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USE OF PROCEEDS |
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3 |
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SELLING STOCKHOLDER |
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3 |
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PLAN OF DISTRIBUTION |
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DESCRIPTION OF CAPITAL STOCK |
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LEGAL MATTERS |
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9 |
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EXPERTS |
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE |
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WHERE YOU CAN FIND MORE INFORMATION |
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ABOUT THIS PROSPECTUS
You should rely only on the information contained in or incorporated by reference into
this prospectus. We have not authorized anyone to provide you with different information.
The information contained in this prospectus and the documents incorporated by reference
herein are accurate only as of their respective dates, regardless of the time of delivery of
this prospectus or any sale of our common stock. Our business, financial condition, results
of operations, and prospects may have changed since those dates. We are not making an offer
to sell or seeking an offer to buy shares of our common stock under this prospectus in any
jurisdiction where the offer or sale is not permitted.
In this prospectus, the terms Stewart, we, our, and
us refer to Stewart
Information Services Corporation and its subsidiaries, unless otherwise specified.
OUR COMPANY
We are a customer-driven, technology-enabled, strategically competitive, real estate
information, title insurance and transaction management company. We provide title insurance
and related information services required for settlement by the real estate and mortgage
industries throughout the United States and in international markets. We also provide
post-closing lender services, automated county clerk land records, property ownership
mapping, geographic information systems, property information reports, flood certificates,
document preparation, background checks and expertise in tax-deferred exchanges.
Our international division delivers products and services protecting and promoting
private land ownership worldwide. Currently, our primary international operations are in
Canada, the United Kingdom, Central Europe, Mexico, Central America and Australia.
Our two main operating segments of business are title insurance-related services and
real estate information. The segments significantly influence business to each other due to
the nature of their operations and common customers.
We are a Delaware corporation formed in 1970. We and our predecessors have been engaged
in the title business since 1893. Our principal executive offices are located at 1980 Post
Oak Blvd., Houston, Texas 77056. Our telephone number at that address is (713) 625-8100.
Our website is www.stewart.com. Other than as described in Where You Can Find More
Information below, the information on, or that can be accessed through, our web site is not
incorporated by reference in this prospectus or any prospectus supplement, and you should not
consider it to be a part of this prospectus or any prospectus supplement. Our web site
address is included as an inactive textual reference only.
RISK FACTORS
Investing in our common stock involves a high degree of risk. Before making an
investment decision, you should carefully read and consider the risk factors described under
the caption Risk Factors in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2009, as updated by our subsequently filed Quarterly Reports on Form 10-Q, as
the same may be updated from time to time by our future filings with the SEC, as well as the
other information in this prospectus and the documents incorporated by reference herein or
therein. The risks and uncertainties we have described are not the only ones facing our
company. Additional risks and uncertainties not presently known to us or that we currently
deem immaterial may also affect our business operations.
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FORWARD-LOOKING STATEMENTS
This prospectus and each prospectus supplement includes and incorporates forward-looking
statements within the meaning of Section 27A of the Securities Act of 1993, as amended, or
the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or
the Exchange Act. All statements, other than statements of historical facts, included or
incorporated in this prospectus or any prospectus supplement are forward-looking statements.
The words anticipates, believes, estimates, expects, intends, may, plans,
projects, will, would, and similar expressions are intended to identify forward-looking
statements.
Actual results or events could differ materially from the forward-looking statements we
make. Among the factors that could cause actual results to differ materially are the
severity and duration of current financial and economic conditions; continued weakness or
further adverse changes in the level of real estate activity; changes in mortgage interest
rates, existing and new home sales, and availability of mortgage financing; our ability to
respond to and implement technology changes, including the completion of the implementation
of our enterprise systems; the impact of unanticipated title losses on the need to further
strengthen our policy loss reserves; any effect of title losses on our cash flows and
financial condition; the impact of our increased diligence and inspections in our agency
operations; changes to the participants in the secondary mortgage market and the rate of
refinancings that affect the demand for title insurance products; regulatory non-compliance,
fraud or defalcations by our title insurance agents or employees; our ability to timely and
cost-effectively respond to significant industry changes and introduce new products and
services; the impact of changes in governmental and insurance regulations, including any
future reductions in the pricing of title insurance products and services; our dependence on
our operating subsidiaries as a source of cash flow; the continued realization of expected
expense savings resulting from our expense reduction steps taken since 2008; our ability to
access the equity and debt financing markets when and if needed; our ability to grow our
international operations; and our ability to respond to the actions of our competitors.
Other factors are discussed under the heading Risk Factors in our Annual Report on Form
10-K for the fiscal year ended December 31, 2009 and our Quarterly Reports on Form 10-Q filed
with the SEC. We also will include or incorporate by reference in each prospectus supplement
important factors that we believe could cause actual results or events to differ materially
from the forward-looking statements that we make. Should one or more known or unknown risks
or uncertainties materialize, or should underlying assumptions prove inaccurate, actual
results could differ materially from past results and those anticipated, estimated,
projected, or implied by these forward-looking statements. You should consider these factors
and the other cautionary statements made in this prospectus, any prospectus supplement, or
the documents we incorporate by reference in this prospectus or any prospectus supplement as
being applicable to all related forward-looking statements wherever they appear in this
prospectus, any prospectus supplement or the documents incorporated by reference. While we
may elect to update forward-looking statements wherever they appear in this prospectus, any
prospectus supplement, or the documents incorporated by reference, we do not assume, and
specifically disclaim, any obligation to do so, whether as a result of new information,
future events, or otherwise.
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USE OF PROCEEDS
The Settlement Shares are being issued as part of the settlement of four wage and
hour class action lawsuits filed in California state and federal courts against our
subsidiary, Stewart Title of California, Inc. Accordingly, we will not receive any cash
proceeds from the issuance of these Settlement Shares but will eliminate an actual or
potential liability.
SELLING STOCKHOLDER
On October 27, 2010, the courts approved a settlement agreement, or the Settlement
Agreement, with the plaintiffs in four wage and hour class action lawsuits filed in
California state and federal courts against our subsidiary, Stewart Title of California, Inc.
Pursuant to the Settlement Agreement, we agreed to issue up to an
aggregate of 660,000 shares of
our common stock to the Claims Administrator. Pursuant to the terms
of the Settlement Agreement, we issued the
Settlement Shares to the Claims Administrator in a private placement
on January 14, 2011.
In order to fulfill our obligations under the terms of the Settlement Agreement relating
to issuance of the Settlement Shares, we filed a Registration Statement on Form S-3, of which
this prospectus constitutes a part, in order to permit the Claims Administrator, as the
selling stockholder, to resell to the public any or all of the Settlement Shares. When we
refer to the Claims Administrator in this prospectus, we mean Gilardi & Co. LLC, as well as
its transferees, pledgees or donees or its respective successors.
The following table, to our knowledge, sets forth the information regarding the
beneficial ownership of our common stock by the Claims Administrator as of December 31, 2010
and the number of shares being offered hereby by the Claims Administrator. The information
is based in part on information provided by or on behalf of the Claims Administrator.
Beneficial ownership is determined in accordance with Rule 13d-3 promulgated by the
Securities and Exchange Commission under the Exchange Act and includes voting or investment
power with respect to shares, as well as any shares as to which the Claims Administrator has
the right to acquire beneficial ownership within sixty (60) days after December 31, 2010
through the exercise or conversion of any stock options, warrants, convertible debt or
otherwise. The shares in the table below represent all of the Settlement Shares we intend to
distribute to the Claims Administrator on the day of the effectiveness of the registration
statement of which this prospectus is a part as obligated under the terms of the Settlement
Agreement. The inclusion of any shares in this table does not constitute an admission of
beneficial ownership by the Claims Administrator. We will not receive any of the proceeds
from the sale of our common stock by the Claims Administrator but will eliminate an actual or
potential liability.
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Shares Beneficially |
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Shares Beneficially |
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Owned Before Offering (1) |
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Shares Offered |
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Owned After Offering |
Name of Selling Stockholder |
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Percent |
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Hereby |
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Percent |
Gilardi & Co. LLC |
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660,000 |
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3.5 |
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660,000 |
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0 |
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(1) |
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The percentage of shares beneficially owned prior to the
offering is based on 18,375,058
shares of our common stock, consisting of 17,325,046 shares of common
stock and 1,050,012 shares of Class B Common Stock, outstanding as of December 31, 2010. |
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PLAN OF DISTRIBUTION
The common stock to be offered and sold using this prospectus are being registered to
permit public secondary trading of such common stock by the Claims Administrator from time to
time after the date of this prospectus. The shares are being issued as part of the
settlement of four wage and hour class action lawsuits filed in California state and
federal courts against our subsidiary, Stewart Title of California, Inc. These lawsuits
generally claimed, among other things, that (i) the plaintiffs were misclassified as exempt
employees and were not paid overtime, (ii) the overtime payments made to non-exempt employees
were miscalculated and (iii) the plaintiffs worked overtime hours but were not paid. The
plaintiffs sought compensatory damages, statutory compensation, penalties and restitution,
exemplary and punitive damages, declaratory relief, interest and attorneys fees. A
settlement agreement with respect to the wage and hour class action lawsuits was approved
by the courts on October 27, 2010.
As part of the Settlement Agreement, we will issue the Settlement Shares to the Claims
Administrator. The Settlement Shares may be sold from time to time to purchasers directly by
the Claims Administrator and its successors, which includes their transferees, pledgees or
donees or their successors, or through underwriters, broker-dealers or agents who may receive
compensation in the form of discounts, concessions or commissions from the Claims
Administrator on the purchasers of the Settlement Shares. These discounts, concessions or
commissions may be in excess of those customary in the types of transactions involved. The
proceeds from the sale of the Settlement Shares by the Claims Administrator will be
distributed to the plaintiffs in the above referenced wage and hour class action lawsuits
and used to cover costs, expenses and legal fees associated with the class action lawsuits.
We will not receive any of the proceeds from the sale of the Settlement Shares by the Claims
Administrator.
The Claims Administrator and any underwriters, broker-dealers or agents who participate
in the distribution of the common stock may be underwriters within the meaning of the
Securities Act. The Claims Administrator has not represented to us that it is a
broker-dealer or an affiliate of a broker-dealer. If the Claims Administrator is deemed to be
an underwriter, such Claims Administrator may be subject to certain statutory liabilities of
the Securities Act and the Exchange Act.
We will pay all expenses of the registration of the Settlement Shares pursuant to the
Settlement Agreement, including, without limitation, Securities and Exchange Commission
filing fees and expenses of compliance with state securities or blue sky laws; provided,
however, that if the common stock is sold through underwriters, broker dealers or agents, the
Claims Administrator will be responsible for underwriting discounts or commissions or agents
commissions.
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DESCRIPTION OF CAPITAL STOCK
In addition to the summary of our capital stock that follows, we encourage you to review
our Amended and Restated Certificate of Incorporation, as amended, or the Restated
Certificate of Incorporation, and our By-laws, copies of which are included, or incorporated
by reference, as exhibits to our Annual Report on Form 10-K for the year ended December 31,
2009, or our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010, June 30,
2010 and September 30, 2010.
General
We have three classes of capital stock authorized:
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50,000,000 shares of common stock, $1.00 par value, of which
17,801,273
shares were issued and 17,325,046 shares were outstanding at December 31, 2010; |
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1,500,000 shares of Class B common stock, $1.00 par value, of which 1,050,012
shares were issued and outstanding at December 31, 2010; and |
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1,000,000 shares of preferred stock, $0.001 par value, none of which were
issued and outstanding at December 31, 2010. |
Common Stock
The shares of common stock and Class B common stock outstanding are, and the shares of
common stock being offered pursuant to this prospectus when issued and paid for will be,
fully paid and nonassessable. Unless otherwise noted below, the rights, qualifications and
limitations of the common stock and the Class B common stock are the same.
Preemptive Rights
The holders of the common stock and Class B common stock do not have preemptive or other
rights to subscribe for additional shares of our capital stock or any security convertible
into such shares.
Dividend Rights and Restrictions
The holders of the common stock and the Class B common stock are entitled to share
equally, share for share, in all dividends declared by our Board of Directors, except that no
cash dividends may be declared or paid on the Class B common stock. Stock dividends, if any,
must be paid on each class of stock equally in shares of the particular class. Dividends in
property other than cash or stock of Stewart must be paid on each class of stock equally.
The amount of dividends payable to us by our wholly owned subsidiary, Stewart Title Guaranty
Company, which is the principal source from which we pay dividends to our stockholders, is
restricted under Texas insurance law. For additional information, see the risk factor titled
We rely on dividends from our insurance underwriting subsidiaries in the Risk Factors
section of our Annual Report on Form 10-K for the year ended December 31, 2009, which is
incorporated herein by reference.
Liquidation Rights
In the event of liquidation and dissolution of Stewart, the holders of the common stock
and the Class B common stock are entitled to share ratably in the distribution of all assets
of Stewart remaining after the payment of debts and expenses.
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Voting Rights
Each holder of common stock or Class B common stock is entitled to one vote for each
share of stock on all matters voted on by our stockholders, except that as long as 600,000 or
more shares of Class B common stock are issued and outstanding, at each election of directors
the common stock and the Class B common stock are voted as separate classes. In the election
of directors on which holders of common stock may vote, the holders of common stock have
cumulative voting rights. The holders of the Class B common stock do not have cumulative
voting rights. On all other matters, the common stock and the Class B common stock are voted
as a single class.
So long as 1,050,000 or more shares of Class B common stock are outstanding, the holders
of the common stock are entitled to elect five of the nine directors of Stewart and the
holders of the Class B common stock are entitled to elect the remaining four of the nine
directors. In the event that the number of issued and outstanding shares of Class B common
stock is less than 1,050,000 but more than 600,000, the number of directors to be so elected
by the holders of the common stock will be six and the number to be elected by the holders of
the Class B common stock will be three. In the event that the number of issued and
outstanding shares of Class B common stock falls below 600,000, the common stock and the
Class B common stock will be voted as a single class on all matters, including the election
of directors, and the holders of each class of stock will have cumulative voting rights.
Any change in our Restated Certificate of Incorporation that affects the common stock
and the Class B common stock unequally requires the affirmative vote of at least a majority
of the outstanding shares of each class, voting as a class.
Conversion and Restrictions on Transfer of Class B Common Stock
Each share of Class B common stock is convertible, at any time, into one share of common
stock. In the event of any transfer, upon death or otherwise, of any share of Class B common
stock to any person or entity other than a qualified holder, such share of Class B common
stock shall automatically be converted into a share of common stock. A qualified holder is
defined in our Restated Certificate of Incorporation as (1) a lineal descendant of William H.
Stewart (a common ancestor of Malcolm Morris and Stewart Morris), (2) a spouse of any such
descendant or (3) a personal representative, trustee or custodian for the benefit of any such
spouse or descendant. A partnership shall be deemed to be a qualified holder if each of its
partners is a qualified holder; a corporation shall be deemed to be a qualified holder if
each holder of its capital stock is a qualified holder; and a trust shall be deemed to be a
qualified holder if each beneficiary is a qualified holder.
The holders of the Class B common stock have entered into an agreement intended to
maintain an equal ownership of shares of common stock and Class B common stock by Malcolm
Morris and Matthew W. Morris, on the one hand, and by Stewart Morris and Stewart Morris, Jr.,
on the other. This agreement also provides for rights of first refusal with respect to the
Class B common stock among themselves in the event of death, a voluntary or involuntary
disposition of the shares of Class B common stock and upon certain other specified
conditions.
Preferred Stock
The Board of Directors is authorized to establish, from the authorized shares of
preferred stock, one or more classes or series of shares, to designate each such class and
series, and to fix the rights and preferences of each such class and series. Each such class
or series of preferred stock shall have such voting powers (full or limited or no voting
powers), such preferences and relative, participating, optional or other special rights, and
such qualifications, limitations, or restrictions as shall be stated and expressed in the
resolution or resolutions providing for the issue of such class or series of preferred stock
as may be adopted from time to time by the Board of Directors prior to the issuance of any
shares thereof. The preferred stock could be used, under certain circumstances, as a method
of discouraging, delaying or preventing a change of control of Stewart (by means of a merger,
tender offer, proxy contest or otherwise). The issuance of preferred stock to persons
friendly to the Board of Directors could also make it more difficult to remove incumbent
directors or management from office even if such a change would be favorable to our
stockholders generally.
Anti-Takeover Provisions
Certain provisions in our Restated Certificate of Incorporation and By-laws may make it
less likely that our management would be changed or that someone would acquire voting control
of Stewart without the consent of our Board of Directors. These provisions may delay, deter
or prevent tender offers or takeover attempts that stockholders may believe
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are in their best interests, including tender offers or other takeover proposals that
might allow stockholders to receive premiums over the market price of their common stock.
Class B Common Stock
Pursuant to our by-laws, six of the nine members of the Board of Directors constitute a
quorum, and the vote of six directors is required to constitute an act by the Board of
Directors. Accordingly, the affirmative vote of at least one of the directors elected by the
holders of the Class B common stock is required for any action to be taken by the Board of
Directors. The foregoing provision of our By-laws may not be amended or repealed without the
affirmative vote of at least a majority of the outstanding shares of each class of our
capital stock, voting as a separate class.
The voting rights of the holders of the Class B common stock may have the effect of
rendering more difficult or discouraging unsolicited tender offers, merger proposals, proxy
contests or other takeover proposals to acquire control of Stewart. To the extent that such
voting rights have such effect, the assumption of control by a holder of a large block of
common stock and the removal of incumbent management of Stewart may be more difficult.
Furthermore, such voting rights could make the accomplishment of a business combination
transaction involving Stewart more difficult even if such transaction was favorable to the
interests of a majority of our stockholders. Thus, the holders of the Class B common stock
may possess a veto power over such business combination transactions regardless of whether
such transactions might be desired by or be beneficial to a majority of our stockholders and
thereby assist existing management in retaining their present positions with Stewart.
Issuance of Preferred Stock
As discussed above, the Board of Directors could use, under certain circumstances, the
preferred stock as a method of discouraging, delaying or preventing a change of control of
Stewart (by means of a merger, tender offer, proxy contest or otherwise).
Advance Notice Requirements for Director Nominations
Our stockholders may nominate candidates for our Board of Directors; however, a
stockholder must follow the advance notice procedures described in our By-laws. In general, a
stockholder must submit a written notice of the nomination to our Corporate Secretary at no
later than the 15th day of February next preceding the annual meeting of stockholders.
Directors Ability to Amend By-laws
Our Board of Directors may adopt, amend or repeal our By-laws, subject to limitations
under Delaware law.
Additional Authorized Shares of Common Stock
Additional shares of authorized common stock available for issuance under our Restated
Certificate of Incorporation could be issued at such times, under such circumstances and with
such terms and conditions as to impede a change in control of Stewart.
Special Meeting of Stockholders
The By-laws provide that special meetings of stockholders may be called only by our
President or our Board of Directors. Such provisions, together with the other anti-takeover
provisions described in this section, also could have the effect of discouraging a third
party from initiating a proxy contest, making a tender or exchange offer or otherwise
attempting to obtain control of Stewart.
Delaware Anti-Takeover Law
Under Section 203 of the Delaware General Corporation Law, certain business
combinations between a Delaware corporation whose stock generally is publicly traded or held
of record by more than 2,000 stockholders and an interested stockholder are prohibited for
a three-year period following the date that such stockholder became an interested
stockholder, unless (1) the corporation has elected in its certificate of incorporation or
by-laws not to be
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governed by the Delaware anti-takeover law (Stewart has not made such an election), (2)
either the business combination or the transaction that resulted in the stockholder becoming
an interested stockholder was approved by the board of directors of the corporation before
the stockholder became an interested stockholder, (3) upon consummation of the transaction
that made it an interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the commencement of the transaction (excluding
voting stock owned by directors who are also officers or held in employee stock plans in
which the employees do not have a right to determine confidentially whether to tender or vote
stock held by the plan), or (4) the business combination was approved by the board of
directors of the corporation and ratified by 66 2/3% of the voting stock which the interested
stockholder did not own.
The three-year prohibition does not apply to certain business combinations proposed by
an interested stockholder following the announcement or notification of certain extraordinary
transactions involving the corporation and a person who had not been an interested
stockholder during the previous three years or who became an interested stockholder with the
approval of a majority of the corporations directors.
The term business combination is defined generally to include mergers or
consolidations between a Delaware corporation and an interested stockholder, transactions
with an interested stockholder involving the assets or stock of the corporations or its
majority-owned subsidiaries and transactions which increase an interested stockholders
percentage ownership of stock. The term interested stockholder is defined generally as a
stockholder who becomes the beneficial owner of 15% or more of a Delaware corporations
voting stock. Section 203 could have the effect of delaying, deferring or preventing a change
in control of Stewart.
Transfer Agent
The Transfer Agent and Registrar for the common stock is BNY Mellon Shareowner Services,
and its address is 480 Washington Blvd., Jersey City, NJ 07310.
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LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for us by Locke Lord
Bissell & Liddell LLP, Houston, Texas.
EXPERTS
The consolidated balance sheets of Stewart Information Services Corporation and its
subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of
earnings, retained earnings and comprehensive earnings, and cash flows for each of the years
in the three-year period ended December 31, 2009, and all related financial statement
schedules, and the effectiveness of internal control over financial reporting as of December
31, 2009, have been audited by KPMG, independent registered public accounting firm, as stated
in their reports which are incorporated herein by reference. The audit report covering the
December 31, 2009 financial statements refers to a change in accounting in 2009 due to the
adoption of FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial
Statements, and in 2008 due to the adoption of FASB Statement No. 159, The Fair Value Option
for Financial Assets and Financial Liabilities.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference the information we file with the SEC,
which means that we can disclose important information to you by referring you to those
documents. The information that we incorporate by reference is considered to be part of this
prospectus. Information that we file with the SEC in the future and incorporate by reference
in this prospectus automatically updates and supersedes previously filed information as
applicable.
We incorporate by reference into this prospectus the following documents filed by us
with the SEC, other than any portions of any such documents that are not deemed filed under
the Exchange Act in accordance with the Exchange Act and applicable SEC rules:
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Annual Report on Form 10-K for the year ended December 31, 2009. |
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Quarterly Reports on Forms 10-Q for the quarters ended March 31, 2010; June 30,
2010 and September 30, 2010. |
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Current Reports on Form 8-K filed with the SEC on May 5, 2010 and January 4,
2011. |
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All documents filed by us in the future under Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act until all of the securities registered under this
prospectus or any accompanying prospectus supplement is sold, other than any
portions of any such documents that are not deemed filed under the Exchange Act
in accordance with the Exchange Act and applicable SEC rules. |
You may request a copy of these filings at no cost, by writing or telephoning us as
follows:
Stewart Information Services Corporation
Attention: Corporate Secretary
1980 Post Oak Blvd.
Houston, Texas 77056
(713) 625-8100
Any statement contained in a document that is incorporated by reference will be modified
or superseded for all purposes to the extent that a statement contained in this prospectus or
any accompanying prospectus supplement, or in any other document that is subsequently filed
with the SEC and incorporated by reference, modifies, or is contrary to that previous
statement. Any statement so modified or superseded will not be deemed a part of this
prospectus or any accompanying prospectus supplement, except as so modified or superseded.
Since information that we later file with the SEC will update and supersede previously
incorporated information, you should look at all of the SEC filings that we incorporate by
reference to determine if any of the statements in this prospectus or any accompanying
prospectus supplement or in any documents previously incorporated by reference have been
modified or superseded.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and other information
with the SEC under the Exchange Act. Through our website at www.stewart.com, you may access,
free of charge, our filings, as soon as reasonably practical after we electronically file
them with or furnish them to the SEC. Other information contained in our website is not
incorporated by reference in, and should not be considered a part of, this prospectus or any
accompanying prospectus supplement. You also may read and copy any document we file at the
SECs public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings
are also available to the public from the SECs website at www.sec.gov.
This prospectus is part of a registration statement on Form S-3 that we filed with the
SEC to register the common stock offered hereby under the Securities Act. This prospectus
does not contain all of the information included in the registration statement, including
certain exhibits and schedules. You may obtain the registration statement and exhibits to
the registration statement in any manner noted above.
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