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As filed with the Securities and Exchange Commission on May 17, 1996
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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)
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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)
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Copy to:
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
ATTENTION: JOHN A. WATSON
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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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
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 45,000 shares $20.625 $928,125 $320
=======================================================================================================================
</TABLE>
(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.
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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
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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.
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<S> <C>
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).
</TABLE>
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)
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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.
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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.
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Signature Title
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<S> <C>
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
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Lloyd M. Bentsen, III
E. DOUGLAS HODO Director
E. Douglas Hodo
</TABLE>
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<TABLE>
<S> <C>
NITA B. HANKS Director
Nita B. Hanks
Director
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Paul W. Hobby
Director
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C.M. Hudspeth
Director
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W. Arthur Porter
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Exhibit
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<S> <C>
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).
</TABLE>
<PAGE> 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
<PAGE> 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
<PAGE> 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.
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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.
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
