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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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STEWART INFORMATION SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 74-1677330
(State of Incorporation or organization) (I.R.S. Employer Identification No.)
1980 POST OAK BOULEVARD 77056
HOUSTON, TEXAS (Zip Code)
(Address of principal executive offices)
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
N/A.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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COMMON STOCK, $1.00 PAR VALUE NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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Stewart Information Services Corporation (the "Company") hereby amends
the following items, exhibits and other portions of its Registration Statement
on Form 8-A.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Item 1 is hereby amended and restated as follows:
GENERAL
Stewart Information Services Corporation (the "Company") has two
classes of capital stock authorized, consisting of 30,000,000 shares of Common
Stock, $1 par value (the "Common Stock"), and 1,500,000 shares of Class B Common
Stock, $1 par value (the "Class B Common Stock"), of which 14,177,137 and
1,050,012 shares, respectively, were issued and outstanding at March 31, 2001.
The shares of each class of stock outstanding are fully paid and nonassessable.
In all respects not specifically described 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 capital stock
of the Company 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 the
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 the Company must be paid on each class of stock equally.
The amount of dividends payable to the Company by Stewart Title
Guaranty Company, which is the principal source from which the Company pays
dividends to its stockholders, is restricted under Texas insurance law.
LIQUIDATION RIGHTS
In the event of liquidation and dissolution of the Company, the holders
of the Common Stock and the Class B Common Stock are entitled to share ratably
in the distribution of all assets of the Company remaining after the payment of
debts and expenses.
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 the stockholders of the
Company, except that as long as 400,000 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, 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 700,000 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 the Company 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
700,000 but more than 400,000, 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 400,000,
the Common Stock and the Class B Common Stock will be voted as a single class
upon all matters, including the election of directors, and the holders of each
class of stock will have cumulative voting rights.
Any change in the Company's 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.
Pursuant to the Company's 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 the Company's 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 the Company's 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 the Company. To the extent that
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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 the
Company may be more difficult. Furthermore, such voting rights could make the
accomplishment of a business combination transaction involving the Company more
difficult even if such transaction were favorable to the interests of a majority
of the stockholders of the Company. 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 the stockholders of the Company and thereby assist incumbent
management in retaining their present positions with the Company.
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 thereupon be
automatically converted into a share of Common Stock. A qualified holder is
defined in the Company's Restated Certificate of Incorporation as (i) a lineal
descendant of William H. Stewart (a common ancestor of Carloss Morris and
Stewart Morris), (ii) a spouse of any such descendant or (iii) 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 Carloss Morris and Malcolm Morris, collectively, and by Stewart
Morris and Stewart Morris, Jr. collectively. Such agreement also provides for
rights of first refusal with respect to the Class B Common Stock among
themselves in the event of the death, voluntary or involuntary disposition of
the shares of Class B Common Stock and upon certain other specified conditions.
In addition, the agreement provides that the parties will not sell their Class B
Common Stock or convert their Class B Common Stock into Common Stock prior to
January 2005.
TRANSFER AGENT
The Transfer Agent and Registrar for the Common Stock is Mellon
Investor Services LLC, 600 North Pearl Street, Suite 1010, Dallas, Texas 75201.
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ITEM 2. EXHIBITS
The following exhibits to this Registration Statement on Form 8-A/A are
incorporated by reference from the documents specified, which have been filed
with the Securities and Exchange Commission.
1. Restated Certificate of Incorporation as amended
March 19, 2001 (filed as Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 2000, and incorporated by reference
herein).
2. Bylaws, as amended March 13, 2000 (filed as Exhibit
3.2 to the Company's Annual Report for the year ended
December 31, 2000, and incorporated by reference
herein).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
STEWART INFORMATION SERVICES
CORPORATION
By: /s/ Max Crisp
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Max Crisp
Vice President-Finance
Dated: May 30, 2001
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