UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
(Mark One)
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þ | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2005
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o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-12688
STEWART INFORMATION SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware | | 74-1677330 |
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(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
1980 Post Oak Blvd., Houston TX 77056
(Address of principal executive offices, including zip code)
(713) 625-8100
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yesþ Noo
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of April 29, 2005.
| | | | |
Common | | | 17,076,651 | |
Class B Common | | | 1,050,012 | |
Explanatory Note
This Amendment to Form 10-Q, for the quarter ended March 31, 2005, is being filed to correct Exhibits 31.1, 31.3 and 32.1. Exhibits 31.1 and 32.1 are being re-filed to correct the spelling of Mr. Malcolm S. Morris, Co-Chief Executive Officer and Chairman of the Board of Directors. Exhibit 31.3 was inadvertently replaced with Exhibit 31.1 in the original filing and is being submitted, herewith in the Amendment.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.
May 5, 2005
Date
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| | | | Stewart Information Services Corporation |
| | | | |
| | | | Registrant |
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| | By: | | /s/ Max Crisp |
| | | | |
| | | | Max Crisp, Executive Vice President and Chief Financial |
| | | | Officer, Secretary-Treasurer, Director and |
| | | | Principal Financial Officer |
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INDEX TO EXHIBITS
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Exhibit | | | | |
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| | | 3.1 | | | - | | Certificate of Incorporation of the Registrant, as amended March 19, 2001 (incorporated by reference in this report from Exhibit 3.1 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2000) |
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| | | 3.2 | | | - | | By-Laws of the Registrant, as amended March 13, 2000 (incorporated by reference in this report from Exhibit 3.2 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2000) |
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| | | 4.1 | | | - | | Rights of Common and Class B Common Stockholders (incorporated by reference in this report from Exhibit 4.1 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2004) |
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* | | | 31.1 | | | - | | Certification of Co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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* | | | 31.2 | | | - | | Certification of Co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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* | | | 31.3 | | | - | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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* | | | 32.1 | | | - | | Certification of Co-Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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* | | | 32.2 | | | - | | Certification of Co-Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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* | | | 32.3 | | | - | | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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* | | | 99.1 | | | - | | Details of Investments at March 31, 2005 and December 31, 2004 |