WSR 02-16-090

OFFICE OF

INSURANCE COMMISSIONER

[ Filed August 7, 2002, 10:45 a.m. ]

In the Matter of the Merger of CHARTER TITLE INSURANCE COMPANY With and Into STEWART TITLE GUARANTY INSURANCE COMPANY )

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No. G 2002-37


NOTICE CONCERNING PROPOSED MERGER

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). 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.


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 final 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. She has not taken a position in this matter, and will not take a position in this matter, prior to entry of the final order after September 4, 2002.


Pursuant to Notice posted in the Washington State Register on July 17, 2002 and on the Insurance Commissioner's website, a hearing in this matter was held by the undersigned on 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. The hearing was held under the authority granted the Commissioner by Chapter 48.04.RCW, RCW 48.31.010 and Chapter 34.05 RCW (the Administrative Procedure Act). The purpose of this hearing was 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. As of August 5, 2002, no objections had been received by the undersigned, the Insurance Commissioner, Charter, STG or SISCO.


You are hereby notified 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 September 4, 2002, to the undersigned at the above address. The record of this proceeding is open, and will include all written statements submitted on or before September 4, 2002. Further, interested individuals and entities may include in their letters a request to present oral testimony as well as their written statements if they so desire, and adequate provision will be made to include such oral testimony in the record. The undersigned will not finally consider this matter, or enter a final decision in this matter, until after September 4, 2002. As indicated above, RCW 48.31.010 states the findings which the undersigned must make before she can grant approval of 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, and have been made part of the record of this proceeding.


All interested individuals and entities who have questions or concerns concerning this proceeding, or seek additional information relative to submission of written or oral statements, should direct them to Charlene Bowman, Administrative Assistant to the undersigned, at the above address or by telephone to (360) 664-8002.


ENTERED AT OLYMPIA, WASHINGTON, this 7th day of August, 2002.

Patricia D. Petersen

Administrative Law Judge

Chief Hearing Officer

OFFICE OF INSURANCE COMMISSIOER

To request an interpreter,

complete and mail this form to:


Insurance Commissioner

PO Box 40255

Olympia, WA 98504-0255

(For information, call (360) 664-8002



REQUEST FOR INTERPRETER


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Reviser's note: The spelling error in the above section occurred in the copy filed by the agency and appears in the Register pursuant to the requirements of RCW 34.08.040.

Reviser's note: The typographical errors in the above section occurred in the copy filed by the agency and appear in the Register pursuant to the requirements of RCW 34.08.040.

Reviser's note: The brackets and enclosed material in the text of the above section occurred in the copy filed by the agency and appear in the Register pursuant to the requirements of RCW 34.08.040.

Washington State Code Reviser's Office