WSR 02-14-163



[ Filed July 3, 2002, 11:46 a.m. ]

In the Matter of the Merger of CHARTER TITLE INSURANCE COMPANY

With and Into








No. G 2002 - 37


TO: Robert P. Oakland, President

Charter Title Insurance Company

PO Box 12489

Mill Creek, WA 98082

Malcolm S. Morris, President

Stewart Title Guaranty Insurance Company

PO Box 2029

Houston, TX 77252

AND TO: Patrick Lamb, Esq.

Carney Badley Spellman, P.S.

700 Fifth Avenue, Ste. 5800

Seattle, WA 98104-5017

Mike Kreidler, Insurance Commissioner

Michael G. Watson, Chief Deputy Commissioner

James T. Odiorne, Deputy Commissioner, Company Supervision

James Tompkins, Holding Company Manager, Company Supervision

Office of the Insurance Commissioner

PO Box 40259

Olympia, WA 98504-0259

On May 22, 2002, Stewart Information Systems Company (SISC), Charter Title Insurance Corporation (Charter) and Stewart title Guaranty Company (STG), by and through their attorney, Patrick R. Lamb, Esq., filed its request for authorization to merge Charter Title with and into STG. Together with this request, which is in the form of a letter to the Insurance Commissioner dated May 21, 2002, SISC, Charter and STG filed its proposed Agreement and Plan of Merger and proposed Articles of Merger.

Charter is an insurer domiciled in the State of Washington and STG is an insurer domiciled in the State of Texas. Charter and STG are each a wholly owned subsidiary of SISCO. SISCO desires to merge Charter with and into STG, with Charter becoming the disappearing corporation and STG becoming the surviving corporation.

The proposed merger is controlled by RCW 48.31.010. Pursuant to RCW 48.31.010 (1)(a) and (b), a plan of merger must be submitted to and be approved by the Commissioner in advance of the merger, and the Commissioner shall not approve any such plan unless, after a hearing, pursuant to such notice as the Commissioner may require, he finds that the proposed merger is fair, equitable, consistent with law, and that no reasonable objection exists. Further conditions concerning approval of the proposed merger may be found in RCW 48.31.010 (1)(c) and (d).

Accordingly, YOU ARE HEREBY NOTIFIED that a hearing will be held commencing Tuesday, August 6, 2002 at 1:30 p.m. Pacific Standard Time at the Office of the Insurance Commissioner, 5000 Capitol Blvd., Room 206, Tumwater, WA 98501. The purpose of this hearing is to consider the proposed merger of Charter Title Insurance Corporation with and into Stewart Title Guaranty Company. Pursuant to RCW 48.31.010, approval of this proposed merger is conditioned, in part, upon a finding by the undersigned, based upon evidence presented by testimony and documents at the hearing, that there has been reasonable notice given as to this proposed merger and that this proposed merger is fair, equitable, consistent with law, and that no reasonable objections exist.

Please note that any interested individual or entity may indicate his/her or its support, or objection, to this proposed merger by submitting a letter on or before August 5, 2002, to the undersigned at the above address. Interested individuals and entities may include in their letters a request to be included in the hearing by telephone or in person in order to present their positions orally.

The hearing will be held under the authority granted the Commissioner by Chapter 48.04 RCW, and RCW 48.31.010 and Chapter 34.05 RCW (the Administrative Procedure Act). As stated above, RCW 48.31.010 states the findings which must be made before approval can be given to this proposed merger.

The basic facts relied upon are those set forth in the Plan and Agreement of Merger and proposed Articles of Merger filed with the Commissioner. The Plan and Agreement of Merger and proposed Articles of Merger are now included in the hearing file, are available to the public upon request in advance, at the time of, or after the hearing, and will be made part of the record of the hearing. The Commissioner has not taken, and will not take, any position on this matter prior to entry of the final hearing order which will be entered several days after the hearing has terminated and mailed to the parties and others by request. It should be noted that, in the case that this proposed plan of merger is approved, such approval will be made contingent upon approval of this proposed plan of merger by the Texas Insurance Commissioner.

All parties may be represented at the hearing. They may examine witnesses and fully respond and present evidence and argument on all issues involved, as required by the Administrative Procedure Act. As required, the hearing will be governed by the Administrative Procedure Act, Chapter 34.05 RCW, and the model rules of procedure contained in Chapter 10-08 WAC. A party who fails to attend or participate in any stage of the proceeding may be held in default in accordance with Chapter 34.05 RCW.

Pursuant to WAC 10-08-040(2) and in accordance with ch. 2.42 RCW, if a limited English-speaking or hearing impaired or speech impaired party or witness needs an interpreter, a qualified interpreter will be appointed. There will be no cost to the party or witness therefore, except as may be provided by ch. 2.42 RCW. Following this Notice is a form you may use to advise the Chief Hearing Officer of your need for an interpreter.

Administrative Law Judge Patricia D. Petersen, who serves as Chief Hearing Officer for the Office of the Insurance Commissioner, has been designated to hear and determine this matter, including making the findings of facts, conclusions of law and the final order after hearing. Her address is Office of the Insurance Commissioner, Post Office Box 40255, Olympia, Washington 98504-0255. Her telephone number is (360) 664-8768. All interested individuals and entities who have questions or concerns concerning this proceeding should direct them to her Administrative Assistant, Charlene Bowman, at the same address. Ms. Bowman's telephone number is (360) 664-8002.

ENTERED AT OLYMPIA, WASHINGTON, this 3rd day of July, 2002.

Mike Kreidler

Insurance Commissioner

Patricia D. Petersen

Administrative Law Judge

Chief Hearing Officer

Washington State Code Reviser's Office