As filed with the Securities and Exchange Commission on September 20, 2002
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LANDAMERICA FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-1589611
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
101 Gateway Centre Parkway, Richmond, Virginia 23235-5153
(804) 267-8000
Russell W. Jordan, III, Esquire
Executive Vice President, General Counsel and Secretary
LandAmerica Financial Group, Inc.
101 Gateway Centre Parkway
Richmond, Virginia 23235-5153
(804) 267-8000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of Communications to:
Robert E. Spicer, Jr., Esquire
Williams, Mullen, Clark & Dobbins, P.C.
1021 East Cary Street, 17th Floor
Richmond, Virginia 23219
Approximate date of commencement of proposed sale to the public: from
time to time after the registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X].
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
=============================== ====================== ======================== ============================== =====================
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Offering Price Maximum Aggregate Offering Registration
to be Registered Registered (1) Per Share (2) Price (2) Fee
------------------------------- ---------------------- ------------------------ ------------------------------ ---------------------
Common Stock, no par value 250,000 shares $34.54 $8,635,000 $795
Rights to Purchase Series A (3) (3) (3) (3)
Junior Participating
Preferred Stock, no par value
=============================== ====================== ======================== ============================== =====================
(1) The amount of Common Stock registered hereunder shall be deemed to
include any additional shares issuable as a result of any stock split, stock
dividend or other change in the capitalization of the registrant.
(2) Pursuant to Rule 457(c), the offering price is based on the average of
the high ($34.87) and low ($34.20) prices of one share of Common Stock, as
reported on the New York Stock Exchange on September 16, 2002, and has been
established solely for the purpose of calculating the registration fee.
(3) The Rights to Purchase Series A Junior Participating Preferred Stock
will be attached to and will trade with the shares of Common Stock offered
hereby. The value attributable to such Rights, if any, will be reflected in the
market price of the shares of Common Stock. No additional registration fee is
required.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion, Dated September 20, 2002
PROSPECTUS
250,000 Shares
[LOGO]
LANDAMERICA FINANCIAL GROUP, INC.
Common Stock
This prospectus relates to 250,000 shares of the common stock, no par
value, of LandAmerica Financial Group, Inc., a Virginia corporation. Each share
of common stock also represents one preferred share purchase right under the
Company's Shareholders' Rights Plan. See "Description of Capital Stock -
Preferred Share Purchase Rights." The shares of common stock to be sold by the
selling shareholders, identified in this prospectus under the caption "Selling
Shareholders," were acquired pursuant to the terms of the Company's Executive
Voluntary Deferral Plan and its Outside Directors Deferral Plan, both as amended
and restated. See "Selling Shareholders." The shares will be offered and sold by
the selling shareholders from time to time. The Company will not receive any
part of the proceeds from the sale of the shares.
The selling shareholders may sell all or any portion of the shares for
their own accounts from time to time in one or more transactions through brokers
or dealers at market prices then prevailing, in underwritten transactions at
prices related to then-current market prices or in individually negotiated
transactions at such prices as may be agreed upon. See "Plan of Distribution."
The Company will pay all expenses in connection with the registration
of the shares under the Securities Act of 1933, as amended, including the
preparation of this prospectus. See "Plan of Distribution."
See "Risk Factors" beginning on page 4 for a discussion of certain
factors that should be considered in connection with an investment in the
shares.
------------------
The common stock is listed on the New York Stock Exchange under the
symbol "LFG." On September 16, 2002, the closing sales price of the common stock
as reported on the New York Stock Exchange Composite Tape was $34.75 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is _______________, 2002.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission using a "shelf" registration process.
Under this shelf process, the selling shareholders identified in this prospectus
may offer from time to time the securities described in this prospectus in one
or more offerings up to a total share amount of 250,000 shares. This prospectus
provides you with a general description of our company and those securities. In
the future, we may provide you with a prospectus supplement which may add,
update or change information contained in this prospectus. You should read this
prospectus and any applicable prospectus supplement together with the additional
information described under the heading "Available Information."
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance with the Securities Exchange
Act we file reports, proxy statements and other information with the Securities
and Exchange Commission. Such reports, proxy statements and other information
filed by us can be inspected and copied at the Public Reference Room maintained
by the Securities and Exchange Commission at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549-1004. The public may obtain information on the
operation of the Public Reference Room by calling the Securities and Exchange
Commission at 1-800-SEC-0330. You may also inspect the reports, proxy statements
and other information filed by us at the following Regional Offices of the
Securities and Exchange Commission: New York Regional Office, 233 Broadway, New
York, New York 10279 and Chicago Regional Office, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials can also be obtained by
mail from the Public Reference Section of the Securities and Exchange Commission
at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549-1004, at
prescribed rates. The Securities and Exchange Commission maintains a Web site
(http://www.sec.gov) that contains reports, proxy statements and other
information regarding registrants, such as us, that file electronically with
them. Our common stock is listed on the New York Stock Exchange, and such
reports, proxy statements and other information relating to us can also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
This prospectus constitutes a part of a registration statement on Form
S-3 filed by us with the Securities and Exchange Commission under the Securities
Act. As permitted by the rules and regulations of the Securities and Exchange
Commission, this prospectus omits certain information contained in the Form S-3
Registration Statement. For further information, reference is hereby made to the
Form S-3 Registration Statement and to the exhibits thereto, which may be
inspected and copied in the manner and at the locations described above.
Statements contained in this prospectus concerning provisions of any document
filed as an exhibit to the Form S-3 Registration Statement, incorporated by
reference into this prospectus or otherwise filed with the Securities and
Exchange Commission are not necessarily complete, and each such statement is
qualified in its entirety by reference to the copy of such document filed with
the Securities and Exchange Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following reports and other documents previously filed by us with
the Securities and Exchange Commission under the Securities Exchange Act are
incorporated by reference into this prospectus:
(a) our Annual Report on Form 10-K for the year ended December 31,
2001;
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(b) the portions of our Proxy Statement for the Annual Meeting of
Shareholders held on May 21, 2002 that have been incorporated by reference into
our Form 10-K for the year ended December 31, 2001;
(c) our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2002 and June 30, 2002;
(d) our Current Report on Form 8-K, filed on June 11, 2002;
(e) our Current Report on Form 8-K, filed on August 13, 2002; and
(f) the description of our common stock and associated preferred
share purchase rights contained in our Registration Statement on Form 8-A, filed
on October 2, 1995 (the "Form 8-A"); as amended by Amendment No. 1 to the Form
8-A filed September 2, 1997; Amendment No. 2 to the Form 8-A filed on December
23, 1997; Amendment No. 3 to Form 8-A filed on July 7, 1999; Amendment No. 4 to
the Form 8-A, filed on August 7, 2000; and Form 8-A/A, Amendment No. 5 to Form
8-A, filed on June 21, 2002.
All reports and other documents we file pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act after the date of this
prospectus and prior to the termination of the offering contemplated by this
prospectus shall be deemed to be incorporated by reference into this prospectus
and to be a part of it from the date of filing of such reports and other
documents. Any statement contained in this prospectus or in a report or document
incorporated or deemed to be incorporated by reference into this prospectus
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained in this prospectus (or in any other
subsequently filed document that also is incorporated or deemed to be
incorporated by reference into this prospectus) modifies or supersedes such
previous statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.
We will provide, without charge, to each person to whom this prospectus
is delivered, on that person's written or oral request, a copy of any or all of
the foregoing documents incorporated by reference into this prospectus (other
than certain exhibits to such documents). Requests for such copies should be
directed to Russell W. Jordan III, Executive Vice President, General Counsel and
Secretary, LandAmerica Financial Group, Inc., 101 Gateway Centre Parkway,
Richmond, Virginia 23235-5153, telephone number (804) 267-8000.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
Certain information contained in this prospectus includes
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. A. Among other things, these statements
relate to the financial condition, results of operation and business of the
Company. These forward-looking statements are generally identified by phrases
such as "the Company expects", "the Company believes" or similar expressions.
These forward-looking statements involve certain risks and uncertainties and
other factors that may cause the actual results, performance or achievements to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Further, any such
statement is specifically qualified in its entirety by the following cautionary
statements and the "Risk Factors" appearing elsewhere in this prospectus. See
"Risk Factors."
In connection with the title insurance industry in general, factors
that may cause actual results to differ materially from those contemplated by
such forward-looking statements include the following: (i)
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the costs of producing title evidence are relatively high, whereas premium
revenues are subject to regulatory and competitive restraints; (ii) real estate
activity levels have historically been cyclical and are influenced by such
factors as interest rates and the condition of the overall economy; (iii) the
value of the Company's investment portfolio is subject to fluctuation based on
similar factors; (iv) the title insurance industry may be exposed to substantial
claims by large classes of claimants and (v) the industry is regulated by state
laws that require the maintenance of minimum levels of capital and surplus and
that restrict the amount of dividends that may be paid by the Company's
insurance subsidiaries without prior regulatory approval.
The Company cautions that the foregoing list of important factors is not
exclusive. The Company does not undertake to update any forward-looking
statement that may be made from time-to-time by or on behalf of the Company.
RISK FACTORS
Before you invest in our common stock, you should be aware of various
risks, including the risks described below. You should carefully consider these
risk factors, together with all of the other information included in this
prospectus, before you decide whether to purchase shares of our common stock.
Our Results of Operations and Financial Condition Are Susceptible to Changes in
Economic Conditions
The demand for title insurance is dependent upon, among other things,
the volume of commercial and residential real estate transactions. The volume of
these transactions has historically been influenced by factors such as interest
rates and the state of the overall economy. For example, when interest rates are
increasing or during an economic downturn or recession, real estate activity
typically declines and the title insurance industry tends to experience lower
revenues and profitability. The historical volume of premiums and fees and
profitability recognized by our three principal title underwriting subsidiaries,
Commonwealth Land Title Insurance Company, Lawyers Title Insurance Corporation
and Transnation Title Insurance Company, have been cyclical and are expected to
fluctuate in the future. In addition, changes in interest rates may have an
adverse impact on our return on invested cash, the market value of our
investment portfolio and interest paid on our bank debt.
Competition in the Title Insurance Industry Affects Our Revenues
The title insurance business is very competitive, primarily in the
areas of price, service and expertise. For larger commercial customers and
mortgage originators, the size and financial strength of the title insurer are
also important factors. Although we are one of the largest title insurance
organizations in the country, based on premium and fee revenues, four other
title insurance underwriters--Fidelity National Financial, Inc., Old Republic
International Corporation, Stewart Information Services, Inc., and The First
American Corporation--have the size, capital base and agency networks to compete
effectively with us. In addition, some of them may have, or will have in the
future, capital and other resources that are more significant in amount than
ours. The removal of regulatory barriers in the future may also result in new
competitors, including financial institutions, entering the title insurance
business. Competition among the major title insurance companies and any new
entrants could lower our premium and fee revenues.
Rapid Technological Change in Our Industry Requires Timely and Cost-Effective
Responses
The title insurance industry is subject to rapid technological change,
frequent new product and service introductions and evolving industry standards.
We believe that our future success will depend on
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our ability to anticipate technological changes and to offer products and
services that meet evolving standards on a timely and cost-effective basis. The
development and implementation of new technologies will require significant
capital and other resources. There is a risk that we may not successfully
identify new product and service opportunities or develop and introduce new
products and services in a timely and cost-effective manner. In addition,
products and services that our competitors and other real estate industry
participants develop or introduce may render our products and services obsolete
or noncompetitive. Advances in technology could also reduce the useful lives of
our products, preventing us from recovering fully our investment in particular
technologies. As a result, technological change may have a material adverse
effect on our business, operating results or financial condition.
We May Not Succeed in Implementing Our Strategy of Becoming a Major Provider of
Transaction Management Services
One of our core strategies is to expand our capabilities to manage the
delivery of multiple services required in real estate transactions, and to
significantly grow the volume of transactions that we manage. We believe that
providing quality web-based transaction management services will become
increasingly important in maintaining and increasing our revenues, as large
national mortgage lenders seek to streamline the mortgage process and reduce
transaction costs. Our strategy of using new and developing technologies to
deliver products and services represents a significant departure from the
traditional industry approach of marketing and providing those services. The
implementation of this strategy will require substantial capital resources, as
well as substantial attention from management. In addition, LandAmerica
OneStop's services may fail to gain market acceptance, particularly from the
large national mortgage originators. Furthermore, there are relatively low
barriers to entry into the market for real estate transaction management, as
opposed to the regulated title insurance industry, which may result in a large
number of competitors, including large national mortgage originators and others
having substantially greater financial resources.
We Rely on Dividends from Our Insurance Subsidiaries
As a holding company whose principal assets are the securities of its
insurance subsidiaries, our ability to meet debt service obligations and pay
holding company operating expenses and dividends on our common stock, if
authorized by our board of directors, depends primarily on the receipt of
sufficient dividends from our insurance subsidiaries. The insurance statutes and
related regulations of Virginia, Pennsylvania and Arizona, among other states,
require the maintenance of minimum amounts of statutory capital and place
certain restrictions upon the amount of dividends that the insurance
subsidiaries may pay.
Our Insurance Subsidiaries Are Subject to Government Regulation
Our insurance subsidiaries are subject to regulation by the state
insurance authorities of the various states in which they transact business.
These regulations are generally intended for the protection of policyholders
rather than security holders. The nature and extent of these regulations vary
from jurisdiction to jurisdiction, but typically involve:
* regulation of dividend payments and other transactions between
affiliates
* prior approval of the acquisition and control of an insurance company
or of any company controlling an insurance company
* regulation of certain transactions entered into by an insurance company
with any of its affiliates
* approval of premium rates for insurance
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* standards of solvency and minimum amounts of capital surplus that must
be maintained
* limitations on types and amounts of investments
* restrictions on the size of risks that may be insured by a single
company
* licensing of insurers and agents
* deposits of securities for the benefit of policyholders
* approval of policy forms
* methods of accounting
* establishing reserves for losses and loss adjustment expenses
* regulation of underwriting and marketing practices
* regulation of reinsurance
* filing of annual and other reports with respect to financial condition
and other matters
These regulations may impede, or impose burdensome conditions on, rate
increases or other actions that we might want to take to enhance our operating
results. In addition, state regulatory examiners perform periodic examinations
of insurance companies.
Our Governing Documents and State Laws Have Anti-Takeover Effects
Our Articles of Incorporation and Bylaws and our shareholder rights
plan, as well as Virginia corporation law and the insurance laws of various
states, all contain certain provisions that could have the effect of
discouraging a prospective acquiror from making a tender offer, or which may
otherwise delay, defer or prevent a change in control in our ownership. For
further information on these provisions, you should read the discussion under
the heading "Description of Capital Stock" beginning on page 12 of this
prospectus.
THE COMPANY
LandAmerica Financial Group, Inc. is a holding company organized under
the laws of the Commonwealth of Virginia on June 24, 1991. Through our
subsidiaries, we are engaged in the business of issuing title insurance policies
and performing other real estate-related services for both residential and
commercial real estate transactions. As a holding company, we have greater
flexibility in conducting certain operations, especially with regard to capital
transactions, while the operating title insurance subsidiaries remain subject to
regulation by the various states.
Title Insurance. We issue title insurance policies through our various
title underwriting subsidiaries. Our three principal title underwriting
subsidiaries are Commonwealth Land Title Insurance Company, Lawyers Title
Insurance Corporation and Transnation Title Insurance Company. We also own five
other title insurance underwriters, including Commonwealth Land Title Insurance
Company of New Jersey, Title Insurance Company of America and Industrial Valley
Title Insurance Company. The collective operations of these subsidiaries cover
the entire United States (with the exception of Iowa, which does not recognize
title insurance), certain territories of the United States and Canada.
In connection with the issuance of title insurance policies, we perform
title search and examination services and also offer closing protection letters
to lenders and owners who purchase title insurance. We also furnish certificates
of title and abstracts of title in some states.
Escrow and Closing Services. In addition to the issuance of title
insurance policies, we provide escrow and closing services to a broad-based
customer group that includes lenders, developers, real estate agents, attorneys
and home buyers and sellers. In California and a number of western states, it is
a general practice, incident to the issuance of title insurance policies, to
hold funds and documents in
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escrow for delivery in real estate transactions upon fulfillment of the
conditions to such delivery. In the mid-western states, Florida and some eastern
cities, it is customary for the title company to close the transaction and
disburse the sale or loan proceeds. Fees for such escrow and closing services
are generally separate and distinct from premiums paid for title insurance
policies.
Real Estate Transaction Services. Through our LandAmerica OneStop
operation, we offer to the national and regional mortgage lending community a
full range of integrated residential real estate services. We also provide them
the ability to manage delivery of those services through a centralized source.
LandAmerica OneStop provides these mortgage originators with a single,
convenient point of contact through which they may place all of their orders for
title insurance and real estate-related services. The transaction management
services of LandAmerica OneStop include the coordination and delivery of title
insurance, credit reporting, flood certification, property appraisal and
valuation, closing and escrow services, real estate tax services, document
preparation and property inspections. These services are provided by LandAmerica
OneStop, other of our subsidiaries or through joint ventures or strategic
alliances with third parties.
We are also a provider of certain specialized services usually
associated with real estate transactions through LandAmerica Exchange Company.
LandAmerica Exchange Company facilitates property exchanges pursuant to Section
1031 of the Internal Revenue Service Code generally by holding the sales
proceeds from one transaction until a second acquisition occurs. This service
assists customers in deferring the recognition of taxable income.
Our principal executive offices are at 101 Gateway Centre Parkway,
Richmond, Virginia 23235-5153. Our telephone number is (804) 267-8000.
USE OF PROCEEDS
All of the shares covered by this prospectus are being offered by the
selling shareholders identified in this prospectus. As a consequence, we will
not receive any of the proceeds from the sale of any of the shares. We will pay
all expenses in connection with the registration of the shares under the
Securities Act, including the preparation of this prospectus.
THE SELLING SHAREHOLDERS
The following table sets forth certain information regarding each
selling shareholder covered by this prospectus, the number of shares of common
stock beneficially owned by each selling shareholder as of August 16, 2002 and
the number of shares being offered by each selling shareholder. The shares being
offered by the selling shareholders identified in this prospectus represent
shares of common stock that will be paid to the selling shareholders at various
times in the future with respect to deferred compensation obligations under the
Company's Executive Voluntary Deferral Plan and the Outside Directors Deferral
Plan. The deferred compensation obligations relate to certain "deferred stock
units" credited under the Plans prior to August 17, 2002, and any additional
deferred stock units credited as a result of dividends on such deferred stock
units.
The selling shareholders identified in this prospectus may offer all or
part of their shares for resale from time to time. However, the selling
shareholders are under no obligation to sell all or any portion of their shares
immediately under this prospectus. Unless otherwise indicated below, the address
for each selling shareholder shall be our address: LandAmerica Financial Group,
Inc., 101 Gateway Centre Parkway, Richmond, Virginia 23235-5153.
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Name of Shareholder and Title/Position Number of Shares Beneficially Number of Shares to be
Held Within Past Three Years(1) Owned Before the Offering(2) Sold in the Offering(3)
----------------------------------------------- -- ---------------------------------- -- ------------------------------
Theodore L. Chandler, Jr. 62,158 7,602
LandAmerica Financial Group, Inc.
Director
Chief Operating Officer (7/02 to
present)
Senior Executive Vice President
(2/00 to 7/02)
Michael Dinkins 9,700 1,850
LandAmerica Financial Group, Inc.
Director
James Ermer 20,073 5,716
LandAmerica Financial Group, Inc.
Director (until 2/02)
Charles H. Foster, Jr. 207,278 3,548
LandAmerica Financial Group, Inc.
Chairman of Board of Directors
Chief Executive Officer
John P. McCann 14,573 5,574
LandAmerica Financial Group, Inc.
Director
Robert F. Norfleet 16,323 3,855
LandAmerica Financial Group, Inc.
Director
Julious P. Smith 5,000 2,920
LandAmerica Financial Group, Inc.
Director (5/00 to
present)
Thomas G. Snead 2,500 1,654
LandAmerica Financial Group, Inc.
Director (5/01 to
present)
Eugene P. Trani 16,073 5,284
LandAmerica Financial Group, Inc.
Director
Dwight A. Bickel 598 255
LandAmerica Financial Group, Inc.
Senior Vice President
John M. Carter 22,684 987
LandAmerica Financial Group, Inc.
Executive Vice President
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Randall Cox 1,099 3,479
LandAmerica Financial Group, Inc.
Senior Vice President (until 5/02)
Lloyd Draper 1,540 3,679
LandAmerica Financial Group, Inc.
Senior Vice President
G. William Evans 37,180 6,043
LandAmerica Financial Group, Inc.
Chief Financial Officer (7/02 to
present)
Executive Vice President (2/98 to
7/02)
H. Randolph Farmer 15,569 2,807
LandAmerica Financial Group, Inc.
Senior Vice President
Margaret Foster 782 570
LandAmerica Financial Group, Inc.
Senior Vice President
James M. John 5,930 5,783
LandAmerica Financial Group, Inc.
Senior Vice President
John R. Johnson 3,383 2,390
LandAmerica Financial Group, Inc.
Senior Vice President
Thomas R. Klein 3,217 1,051
LandAmerica Financial Group, Inc.
Senior Vice President
David W. Koshork 15,479 1,951
LandAmerica Financial Group, Inc.
Executive Vice President
James Lanzetta 609 660
LandAmerica Financial Group, Inc.
Senior Vice President
John A. Maass 1,241 1,905
LandAmerica Financial Group, Inc.
Senior Vice President
Mack Marsh 5,050 2,939
LandAmerica Financial Group, Inc.
Senior Vice President
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J. Scott McCall 2,075 2,365
LandAmerica Financial Group, Inc.
Senior Vice President
Michael McCloskey 764 1,429
LandAmerica Financial Group, Inc.
Senior Vice President (5/00 to
present)
Vice President (3/98 to 5/00)
Glyn J. Nelson 1,200 1,458
LandAmerica Financial Group, Inc.
Senior Vice President
Ronald B. Owen 5,491 3,769
LandAmerica Financial Group, Inc.
Senior Vice President
Robert J. Palmer 17,998 456
LandAmerica Financial Group, Inc.
Chief Information Officer (7/02 to
present)
Senior Vice President and Chief
Information Officer (6/98 to 7/02)
David M. Parnell 396 528
LandAmerica Financial Group, Inc.
Senior Vice President
Kenneth W. Pond 2,890 3,891
LandAmerica Financial Group, Inc.
Senior Vice President
Ronald B. Ramos 6,683 1,205
LandAmerica Financial Group, Inc.
Senior Vice President
John P. Rapp 14,506 2,652
LandAmerica Financial Group, Inc.
Senior Vice President
Hugh D. Reams 7,869 98
LandAmerica Financial Group, Inc.
Senior Vice President
Keith Reynolds 9,578 1,244
LandAmerica Financial Group, Inc.
Senior Vice President
Christopher Rosati 8,197 340
LandAmerica Financial Group, Inc.
Senior Vice President (until 9/02)
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Jeffrey C. Selby 17,112 2,611
LandAmerica Financial Group, Inc.
Executive Vice President
James E. Sindoni 736 7,582
LandAmerica Financial Group, Inc.
Senior Vice President
Jeffrey D. Vaughan 38,591 2,912
LandAmerica Financial Group, Inc.
Executive Vice President
Dana R. Ward 0 1,910
LandAmerica Financial Group, Inc.
Senior Vice President
Donald C. Weigel 22,430 1,889
LandAmerica Financial Group, Inc.
Executive Vice President
Richard A. Wilson 801 3,311
LandAmerica Financial Group, Inc.
Senior Vice President
Edward J. Zerwekh 13,428 4,574
LandAmerica Financial Group, Inc.
Senior Vice President
(1) Titles and positions have been held for at least the past
three years unless otherwise noted.
(2) Beneficial ownership is determined in compliance with the
rules of the Securities and Exchange Commission and generally includes voting or
investment power with respect to the shares and includes any shares which the
person has the right to acquire within 60 days of August 16, 2002, through the
conversion or exercise of any security or any right.
(3) Based on the number of deferred stock units held by the
participants as of August 16, 2002 that are payable to the participants in
shares of common stock. Does not include an unknown number of additional shares
which the selling shareholders identified in this prospectus may receive as a
result of dividends on deferred stock units held under the Plans. However, this
prospectus covers an aggregate of 133,274 additional shares which the selling
shareholders may receive as a result of such dividends.
PLAN OF DISTRIBUTION
We have no specific information concerning whether or when any offers
or sales of shares covered by this prospectus will be made, or if made,
concerning the price, terms or conditions of any such offers or sales. Each
selling shareholder identified in this prospectus and its agents and
representatives may, from time to time, offer and sell the shares by one or more
of the following methods: (i) ordinary brokerage transactions on the New York
Stock Exchange by one or more brokers acting as agent for the selling
shareholder, at a price or prices related to the then current market price of
the common stock, with such commissions to be paid by the selling shareholder to
the broker as shall be agreed upon by them; (ii) with our prior written consent,
underwritten transactions or purchases by a broker or dealer as principal and
resale by such broker or dealer for its own account at a price or prices related
to the then current market price of the common stock, less such discount, if
any, as shall be agreed upon by the selling shareholder and such broker or
dealer; (iii) by a combination of the methods described above; or (iv) in
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privately negotiated transactions. Sales of the shares may also be made pursuant
to Rule 144 under the Securities Act, where applicable. The underwriters in an
underwritten offering, if any, and the terms and conditions of any such offering
will be described in a supplement to this prospectus.
In connection with the distribution of the shares, a selling
shareholder may enter into hedging or other option transactions with
broker-dealers in connection with which, among other things, such broker-dealers
may engage in short sales of the shares pursuant to this prospectus in the
course of hedging the positions they may assume with a selling shareholder. A
selling shareholder may also sell shares short pursuant to this prospectus and
deliver the shares to close out such short positions. A selling shareholder may
also enter into option or other transactions with broker-dealers which may
result in the delivery of shares to such broker-dealers which may sell such
shares pursuant to this prospectus. A selling shareholder may also pledge the
shares to a broker-dealer or financial institution and upon default the
broker-dealer or financial institution may effect the sales of the pledged
shares pursuant to this prospectus.
There is no assurance that the selling shareholders identified in this
prospectus will sell any or all of the shares described herein and may transfer,
devise or gift such securities by other means not described herein.
DESCRIPTION OF CAPITAL STOCK
The following summary description of our capital stock is qualified in
its entirety by reference to applicable provisions of Virginia law and our
Articles of Incorporation (our "Charter") and our Bylaws. The complete text of
our Charter and Bylaws is on file with the Securities and Exchange Commission.
Authorized and Outstanding Capital Stock
Our authorized capital stock consists of 45,000,000 shares of common
stock, without par value, and 5,000,000 shares of preferred stock, without par
value. On September 16, 2002, there were 18,388,520 shares of common stock
issued and outstanding and no shares of preferred stock issued and outstanding.
Common Stock
The holders of common stock are entitled to one vote for each share on
all matters voted on by shareholders, including elections of directors. Except
as otherwise required by law or provided in any resolution adopted by the Board
of Directors with respect to any series of preferred stock, the holders of
common stock possess all voting power. Our Charter does not provide for
cumulative voting in the election of directors. Subject to any preferential
rights of any outstanding series of preferred stock created by the Board of
Directors from time to time, the holders of common stock are entitled to such
dividends as may be declared from time to time by the Board of Directors from
funds available for dividends. Upon a liquidation of the Company, holders of
common stock are entitled to receive pro rata all assets of the Company
available for distribution to such holders.
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Preferred Stock
Under our Charter, the Board of Directors, without shareholder
approval, is authorized to issue shares of preferred stock in one or more
series. The Board may designate, with respect to each series of preferred stock,
the number of shares in each such series, the dividend rates, preferences and
date of payment, voluntary and involuntary liquidation preferences, the
availability of redemption and the prices at which it may occur, whether or not
dividends shall be cumulative and, if cumulative, the date or dates from which
the same shall be cumulative, the sinking fund provisions, if any, for
redemption or purchase of shares, the rights, if any, and the terms and
conditions on which shares can be converted into or exchanged for shares of any
other class or series, and the voting rights, if any. Any preferred stock issued
may be senior to the common stock as to dividends and as to distribution in the
event of liquidation, dissolution or winding up of the Company. The ability of
the Board of Directors to issue preferred stock provides the Company flexibility
in connection with possible acquisitions and other corporate purposes. However,
the ability of the Board to issue preferred stock could, among other things,
adversely affect the voting power of holders of common stock.
The Board of Directors has authorized and reserved 200,000 shares of
Series A Junior Participating Preferred Stock, without par value, for issuance
upon the exercise of the Preferred Share Purchase Rights described below. See
"-- Preferred Share Purchase Rights." The creation and issuance of any other
series of preferred stock and the relative rights and preferences of any such
series will be determined in the judgment of the Board of Directors. Factors
which the Board would consider include the capital needs of the Company and then
existing market conditions.
Preemptive Rights
No holder of any share of common stock or preferred stock has any
preemptive right to subscribe to any securities of the Company.
Preferred Share Purchase Rights
Each outstanding share of common stock has associated with it one
Preferred Share Purchase Right. Each Right entitles the registered holder to
purchase from the Company one one-hundredth of a share of Series A Preferred
Stock at a price of $85 per one one-hundredth of a share of Series A Preferred
Stock, subject to adjustment. The terms of the Rights were originally set forth
in a Rights Agreement, dated October 1, 1991, between the Company and Sovran
Bank, N.A., as Rights Agent, as amended by the Amendment to Rights Agreement,
dated June 22, 1992, between the Company, NationsBank, N.A. (formerly Sovran
Bank, N.A.) and Wachovia Bank of North Carolina, N.A., as successor Rights
Agent. The terms of the Rights are currently set forth in an Amended and
Restated Rights Agreement, dated August 20, 1997, between the Company and
Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina, N.A.) as Rights
Agent, as amended by the First Amendment to Amended and Restated Rights
Agreement, dated December 11, 1997 between the Company and Wachovia, and the
Second Amendment to Amended and Restated Rights Agreement, dated June 1, 1999,
between the Company, Wachovia and State Street Bank and Trust Company, as
successor Rights Agent, and the Third Amendment to Amended and Restated Rights
Agreement, dated July 26, 2000, between the Company and State Street. Copies of
the documents composing the current Rights Agreement, as amended, have been
filed with the Securities and Exchange Commission on Current Reports on Form 8-K
and are incorporated by reference into this prospectus. The following summary of
certain terms of the Preferred Share Purchase Rights is qualified in its
entirety by reference to the current Rights Agreement, as amended. See
"Incorporation of Certain Documents by Reference."
The Rights will become exercisable only if a person or group of
affiliated or associated persons has acquired beneficial ownership of, or has
announced a tender offer for, 20% or more of the outstanding shares of common
stock. Under certain circumstances, the Board of Directors may reduce this
threshold percentage to 10%. If a person or group of affiliated or associated
persons has acquired beneficial
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ownership of, or has announced a tender offer for, the threshold percentage,
each Right will entitle the registered holder, other than such person or group,
to buy shares of common stock or Series A Preferred Stock having a market value
equal to twice the exercise price. If the Company is acquired in a merger or
other business combination, each Right will entitle the registered holder, other
than such person or group, to purchase securities of the surviving company
having a market value equal to twice the purchase price of $85 (subject to
adjustment). The Rights will expire on August 20, 2007, and may be redeemed or
exchanged by the Company at any time before they become exercisable.
Until the Rights become exercisable, they are evidenced by the common
stock certificates and are transferred only with such certificates.
Series B Preferred Stock
The Board of Directors authorized 2,200,000 shares of 7% Series B
Cumulative Convertible Preferred Stock, without par value. All of such preferred
shares were issued to Reliance Insurance Company, pursuant to a Stock Purchase
Agreement by and among the Company, Lawyers Title Insurance Corporation,
Reliance Insurance Company and Reliance Group Holdings, Inc. dated as of August
20, 1997, as amended and restated by an Amended and Restated Stock Purchase
Agreement by and among such parties, dated as of December 11, 1997. Pursuant to
the Amended and Restated Stock Purchase Agreement, the Company acquired all of
the issued and outstanding shares of the capital stock of Commonwealth Land
Title Insurance Company and Transnation Title Insurance Company. All of the
shares of the Series B Preferred Stock have been converted by Reliance Insurance
Company into shares of common stock. As a result, no shares of Series B
Preferred Stock are currently outstanding or specifically authorized for
issuance.
Certain Provisions of the Company's Charter and Bylaws
Our Charter and Bylaws contain provisions which may have the effect of
delaying or preventing a change in control of the Company. Our Charter and
Bylaws provide: (i) for division of the Board of Directors into three classes,
with one class elected each year to serve a three-year term; (ii) that directors
may be removed only for cause and only upon the affirmative vote of the holders
of at least 80% of the outstanding shares entitled to vote; (iii) that a vacancy
on the Board of Directors shall be filled by the remaining directors; and (iv)
that the affirmative vote of the holders of at least 80% of the outstanding
shares entitled to vote is required to alter, amend or repeal the foregoing
provisions. The Company's Bylaws require advance notification for a shareholder
to bring business before a shareholders' meeting or to nominate a person for
election as a director. Our Charter and Bylaws provide that, subject to the
rights of holders of any series of preferred stock, special meetings of
shareholders may be called only by the Chairman of the Board or a majority of
the total number of directors which the Board of Directors would have if there
were no vacancies. Special meetings of the shareholders may not be called by the
shareholders. The business permitted to be conducted at any special meeting of
shareholders is limited to the business brought before the meeting by or at the
direction of the Board of Directors.
The Charter also contains an "affiliated transaction provision." The
affiliated transaction provision provides that, in the event that holders of
common stock are entitled to vote on certain transactions, a supermajority of at
least 80% of all the votes that the holders of common stock are entitled to cast
shall be required for the approval of such transactions. Such supermajority
approval would be required for (i) a merger or consolidation involving any
"Interested Shareholder" (as defined below), at the record date for determining
shareholders entitled to vote and (ii) a sale, lease or exchange of
substantially all of the Company's assets or property to or with an Interested
Shareholder, or for the approval of a sale, lease or exchange of substantially
all of the assets or property of an Interested Shareholder to or with the
Company. For the purpose of the affiliated transaction provision, an "Interested
Shareholder" means any person or entity who directly or indirectly owns or
controls 10% or more of the voting power of the Company. In addition, the
Company's Charter provides that the same
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80% vote shall be required for the approval of certain transactions including a
reclassification of securities, recapitalization or other transaction designed
to decrease the number of holders of common stock after any person or entity has
become an Interested Shareholder. However, the supermajority approval
requirement does not apply to any transaction that is approved by the Board of
Directors prior to the time that the Interested Shareholder becomes an
Interested Shareholder.
The shares of common stock and preferred stock authorized by our
Charter provide the Board of Directors with as much flexibility as possible in
using such shares for corporate purposes. However, these additional shares may
also be used by the Board of Directors to deter future attempts to gain control
of the Company. The Board of Directors has sole authority to determine the terms
of any series of the preferred stock, including voting rights, conversion rates
and liquidation preferences. As a result of the ability to fix voting rights for
a series of preferred stock, the Board of Directors has the power to issue a
series of preferred stock to persons friendly to management. Such an issuance
could be used by the Board in an attempt to block a post-tender offer merger or
other transaction by which a third party seeks a change in control of the
Company.
The foregoing provisions of our Charter and Bylaws are intended to
prevent inequitable shareholder treatment in a two-tier takeover. These
provisions are also intended to reduce the possibility that a third party could
effect a sudden or surprise change in majority control of the Board of Directors
without the support of the incumbent Board of Directors, even if such a change
were desired by or would be beneficial to a majority of the Company's
shareholders. As a result, such provisions may have the effect of discouraging
certain unsolicited offers for the Company's capital stock.
Liability and Indemnification of Directors and Officers
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia permits a
Virginia corporation to indemnify any director or officer for reasonable
expenses incurred in any legal proceeding in advance of final disposition of the
proceeding. Such indemnification is subject to the director or officer
furnishing the corporation a written statement of his good faith belief that he
has met the standard of conduct prescribed by the Virginia Code. It is also
subject to a determination by the board of directors that such standard of
conduct has been met. In a proceeding by or in the right of the corporation, no
officer or director may be indemnified with respect to any matter in which the
officer or director is adjudged to be liable to the corporation. However, such
an officer or director may receive indemnification if the court in which the
proceeding took place determines that, despite such liability, such person is
reasonably entitled to indemnification in view of all of the relevant
circumstances. In any other proceeding, no indemnification shall be made if the
director or officer is adjudged liable to the corporation on the basis that he
improperly received a personal benefit. Corporations are given the power to make
any other or further indemnity, including advance of expenses, to any director
or officer that may be authorized by the articles of incorporation or any bylaw
made by the shareholders, or any resolution adopted, before or after the event,
by the shareholders, except an indemnity against willful misconduct or a knowing
violation of the criminal law. Unless limited by a corporation's articles of
incorporation, indemnification of a director or officer is mandatory when he or
she entirely prevails in the defense of any proceeding to which he or she is a
party because he or she is or was a director or officer.
As permitted by the Virginia Code, our Charter contains provisions that
indemnify directors and officers of the Company to the full extent permitted by
Virginia law. Our Charter also seeks to eliminate the personal liability of
directors and officers for monetary damages to the Company or its shareholders
for breach of their fiduciary duties, except to the extent such indemnification
or elimination of liability is prohibited by the Virginia Code. These provisions
do not limit or eliminate the rights of the Company or any shareholder to seek
an injunction or any other non-monetary relief in the event of a breach of a
director's or officer's fiduciary duty. In addition, these provisions apply only
to claims against a director or officer arising out of his role as a director or
officer and do not relieve a director or officer from liability for violations
of statutory law, such as certain liabilities imposed on a director or officer
under the federal securities laws.
-15-
In addition, the Charter provides for the indemnification of both
directors and officers for expenses incurred by them in connection with the
defense or settlement of claims asserted against them in their capacities as
directors and officers. In certain cases, this right of indemnification extends
to judgments or penalties assessed against them. We have limited our exposure to
liability for indemnification of directors and officers by purchasing directors
and officers liability insurance coverage.
The purpose of these provisions is to assist us in retaining qualified
individuals to serve as directors by limiting their exposure to personal
liability for serving as directors.
We are not aware of any pending or threatened action, suit or
proceeding involving any of our directors, officers, employees or agents for
which indemnification from the Company may be sought. Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Company, or of an affiliate
of the Company pursuant to the Charter or otherwise, the Board of Directors 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.
Affiliated Transactions
Article 14 of Chapter 9 of Title 13.1 of the Code of Virginia contains
provisions governing "Affiliated Transactions." Affiliated Transactions include
certain mergers and share exchanges, material dispositions of corporate assets
not in the ordinary course of business, any dissolution of the corporation
proposed by or on behalf of an "Interested Shareholder" (as defined below), or
reclassifications, including reverse stock splits, recapitalizations or mergers
of the corporation with its subsidiaries which have the effect of increasing the
percentage of voting shares beneficially owned by an Interested Shareholder by
more than 5%. For purposes of the Act, an "Interested Shareholder" is defined as
any beneficial owner of more than 10% of any class of the voting securities of a
Virginia corporation.
Subject to certain exceptions discussed below, the provisions governing
Affiliated Transactions require that, for three years following the date upon
which any shareholder becomes an Interested Shareholder, a Virginia corporation
cannot engage in an Affiliated Transaction with such Interested Shareholder.
This prohibition is subject to the approval of the Affiliated Transaction by the
affirmative vote of the holders of two-thirds of the voting shares of the
corporation, other than the shares beneficially owned by the Interested
Shareholder, and by a majority (but not less than two) of the "Disinterested
Directors." A Disinterested Director means, with respect to a particular
Interested Shareholder, a member of a corporation's board of directors who (i)
was a member before the later of January 1, 1988 and the date on which an
Interested Shareholder became an Interested Shareholder and (ii) was recommended
for election by, or was elected to fill a vacancy and received the affirmative
vote of, a majority of the Disinterested Directors then on the board. At the
expiration of the three-year period, these provisions require approval of
Affiliated Transactions by the affirmative vote of the holders of two-thirds of
the voting shares of the corporation, other than those beneficially owned by the
Interested Shareholder.
The principal exceptions to the special voting requirement apply to
Affiliated Transactions occurring after the three-year period has expired and
require either that the transaction be approved by a majority of the
Disinterested Directors or that the transaction satisfy certain fair price
requirements of the statute. In general, the fair price requirements provide
that the shareholders must receive the highest per share price for their shares
as was paid by the Interested Shareholder for his shares or the fair market
value of their shares, whichever is higher. They also require that, during the
three years preceding the announcement of the proposed Affiliated Transaction,
all required dividends have been paid and no special financial accommodations
have been accorded the Interested Shareholder unless approved by a majority of
the Disinterested Directors.
-16-
None of the foregoing limitations and special voting requirements
applies to an Affiliated Transaction with an Interested Shareholder whose
acquisition of shares making such person an Interested Shareholder was approved
by a majority of the corporation's Disinterested Directors.
These provisions were designed to deter certain takeovers of Virginia
corporations. In addition, the statute provides that, by affirmative vote of a
majority of the voting shares other than shares owned by any Interested
Shareholder, a corporation may adopt, by meeting certain voting requirements, an
amendment to its articles of incorporation or bylaws providing that the
Affiliated Transactions provisions shall not apply to the corporation. We have
not adopted such an amendment.
Control Share Acquisitions
The Virginia Stock Corporation Act also contains provisions regulating
certain "control share acquisitions," which are transactions causing the voting
strength of any person acquiring beneficial ownership of shares of a public
corporation in Virginia to meet or exceed certain threshold percentages (20%, 33
1/3% or 50%) of the total votes entitled to be cast for the election of
directors. Shares acquired in a control share acquisition have no voting rights
unless: (i) the voting rights are granted by a majority vote of all outstanding
shares other than those held by the acquiring person or any officer or employee
director of the corporation, or (ii) the articles of incorporation or bylaws of
the corporation provide that these Virginia law provisions do not apply to
acquisitions of its shares. The acquiring person may require that a special
meeting of the shareholders be held to consider the grant of voting rights to
the shares acquired in the control share acquisition. The Company's Charter
makes these provisions inapplicable to acquisitions of shares of the Company.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Williams Mullen, Richmond, Virginia. Julious P.
Smith, Jr., a principal in Williams Mullen, is a director of the Company and
beneficially owned an aggregate of 5,000 shares of common stock as of September
19, 2002. Other attorneys employed by the firm beneficially owned an aggregate
of 1,327 shares of the Company's common stock as of September 19, 2002.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our financial
statements and schedules included in our Annual Report on Form 10-K for the year
ended December 31, 2001, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the Form S-3 Registration
Statement. Our financial statements and schedules are incorporated by reference
in reliance on Ernst & Young LLP's report, given on their authority as experts
in accounting and auditing.
Documents that we have not yet filed and that we have incorporated by
reference into this prospectus will include financial statements, related
schedules (if required) and auditors' reports. Those financial statements and
schedules will have been audited to the extent and for the periods set forth in
those reports by the firm or firms rendering the reports and, to the extent so
audited and consent to incorporation by reference is given, will be incorporated
by reference in reliance upon those reports given upon the authority of the firm
or firms as experts in accounting and auditing.
-17-
====================================================== ======================================================
No dealer, salesperson or other person has been
authorized to give any information or to make any
representation other than those contained in this
prospectus and, if given or made, such information or
representation must not be relied upon as having been 250,000 Shares
authorized by the Company or any sales agent. This
prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other
than the securities to which it relates, nor does it [LOGO]
constitute an offer to sell or the solicitation of an
offer to buy any of the securities offered hereby in
any jurisdiction in which such offer or solicitation
is not authorized, or in which the person making such LANDAMERICA
offer or solicitation is not qualified to do so, or FINANCIAL GROUP, INC
to any person to whom it is unlawful to make such
offer or solicitation. Neither the delivery of this
prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that the
information contained herein is correct as of any
time subsequent to the date hereof or that there has
been no change in the affairs of the Company since
the date hereof.
Common Stock
---------------------------
TABLE OF CONTENTS
Page __________________
About this Prospectus................................2 PROSPECTUS
Available Information................................2 __________________
Incorporation of Certain Documents
by Reference.......................................2
Forward-Looking and Cautionary Statements............3
Risk Factors.........................................4
The Company..........................................6
Use of Proceeds......................................7
The Selling Shareholders.............................7
Plan of Distribution................................11
Description of Capital Stock........................12
Legal Matters.......................................17
Experts.............................................17
_________________, 2002
====================================================== ======================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission Registration Fee ......... $795*
Printing Expenses............................................ 450
Accounting Fees and Expenses................................. 3,000
Legal Fees and Expenses...................................... 10,000
Miscellaneous Expenses....................................... 500
Total............................................... $14,745
=======
----------------------
* Represents actual expenses. All other expenses are estimates.
Item 15. Indemnification of Directors and Officers
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia permits a
Virginia corporation to indemnify any director or officer for reasonable
expenses incurred in any legal proceeding in advance of final disposition of the
proceeding, if the director or officer furnishes the corporation a written
statement of his good faith belief that he or she has met the standard of
conduct prescribed by the Virginia Code, and a determination is made by the
board of directors that such standard has been met. In a proceeding by or in the
right of the corporation, no indemnification shall be made in respect of any
matter as to which an officer or director is adjudged to be liable to the
corporation, unless the court in which the proceeding took place determines
that, despite such liability, such person is reasonably entitled to
indemnification in view of all of the relevant circumstances. In any other
proceeding, no indemnification shall be made if the director or officer is
adjudged liable to the corporation on the basis that he improperly received a
personal benefit. Corporations are given the power to make any other or further
indemnity, including advance of expenses, to any director or officer that may be
authorized by the articles of incorporation or any bylaw made by the
shareholders, or any resolution adopted, before or after the event, by the
shareholders, except an indemnity against willful misconduct or a knowing
violation of the criminal law. Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he or she entirely
prevails in the defense of any proceeding to which he or she is a party because
he or she is or was a director or officer.
As permitted by the Virginia Stock Corporation Act, the Company's
Charter contains provisions that indemnify directors and officers of the Company
to the full extent permitted by Virginia law and seek to eliminate the personal
liability of directors and officers for monetary damages to the Company or its
shareholders for breach of their fiduciary duties, except to the extent such
indemnification or elimination of liability is prohibited by the Virginia Stock
Corporation Act. These provisions do not limit or eliminate the rights of the
Company or any shareholder to seek an injunction or any other non-monetary
relief in the event of a breach of a director's or officer's fiduciary duty. In
addition, these provisions apply only to claims against a director or officer
arising out of his role as a director or officer and do not relieve a director
or officer from liability for violations of statutory law, such as certain
liabilities imposed on a director or officer under the federal securities laws.
In addition, the Company's Charter provides for the indemnification of
both directors and officers for expenses incurred by them in connection with the
defense or settlement of claims asserted against them in their capacities as
directors and officers. In certain cases, this right of indemnification extends
to
II-2
judgments or penalties assessed against them. The Company has limited its
exposure to liability for indemnification of directors and officers by
purchasing directors and officers liability insurance coverage.
The purpose of these provisions is to assist the Company in retaining
qualified individuals to serve as directors by limiting their exposure to
personal liability for serving as such.
The Company is not aware of any pending or threatened action, suit or
proceeding involving any of its directors, officers, employees or agents for
which indemnification from the Company may be sought. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Company, or of an affiliate of the
Company pursuant to the Company's Charter or otherwise, the Board of Directors
has been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
Item 16. Exhibits
The following exhibits are filed on behalf of the Registrant as part of
this Form S-3 Registration Statement:
3.1 Articles of Incorporation, incorporated by reference to
Exhibit 3A of the Registrant's Form 10 Registration Statement,
as amended, File No. 0-19408.
3.2 Articles of Amendment of the Articles of Incorporation of the
Registrant, incorporated by reference to Exhibit 4.2 of the
Registrant's Form 8-A Registration Statement, filed February
27, 1998, File No. 1-13990.
3.3 Bylaws, incorporated by reference to Exhibit 3B of the
Registrant's Form 10 Registration Statement, as amended, File
No. 0-19408.
4.1 Amended and Restated Rights Agreement, dated as of August 20,
1997, between the Registrant and Wachovia Bank, N.A., as
Rights Agent, which Amended and Restated Rights Agreement
includes an amended Form of Rights Certificate, incorporated
by reference to Exhibit 4.1 of the Registrant's Current Report
on Form 8-K, dated August 20, 1997, File No. 1-13990.
4.2 First Amendment to Amended and Restated Rights Agreement,
dated as of December 11, 1997, between the Registrant and
Wachovia Bank, N.A., as Rights Agent, incorporated by
reference to Exhibit 4.1 of the Registrant's Current Report on
Form 8-K, dated December 11, 1997, File No. 1-13990.
4.3 Second Amendment to Amended and Restated Rights Agreement,
dated as of June 1, 1999, between the Registrant, Wachovia
Bank, N.A., as Rights Agent, and State Street Bank and Trust
Company, as Successor Rights Agent, incorporated by reference
to Exhibit 4.1 of the Registrant's Current Report on Form 8-K,
dated June 1, 1999, File No. 1-13990.
4.4 Third Amendment to Amended and Restated Rights Agreement,
dated as of July 26, 2000, between the Registrant and State
Street Bank and Trust Company, as Rights Agent, incorporated
by reference to Exhibit 4.1 of the Registrant's Current Report
on Form 8-K, dated July 26, 2000, File No. 1-13990.
II-2
4.5 Form of Common Stock Certificate, incorporated by reference to
Exhibit 4.7 of Amendment No. 3 to the Registrant's Form 8-A
Registration Statement, filed June 7, 1999, File No. 1-13990.
4.6 LandAmerica Financial Group, Inc. Outside Directors Deferral
Plan, incorporated by reference to Exhibit 4.9 of the
Registrant's Form S-8 Registration Statement, filed July 12,
2002, Registration No. 333-92354.
4.7 LandAmerica Financial Group, Inc. Executive Voluntary Deferral
Plan, incorporated by reference to Exhibit 4.9 of the
Registrant's Form S-8 Registration Statement, filed July 12,
2002, Registration No. 333-92366.
5.1 Legal opinion of Williams, Mullen, Clark & Dobbins.*
23.1 Consent of Williams, Mullen, Clark & Dobbins (included in
Exhibit 5.1).*
23.2 Consent of Ernst & Young LLP.*
24.1 Powers of attorney (included on signature page).*
-------------------
*Filed herewith
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (and, where applicable, each
filing of
II-3
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act), that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant 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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this Form S-3 registration statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this Form S-3 registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of Chesterfield, Commonwealth of Virginia, on
September 19, 2002.
LANDAMERICA FINANCIAL GROUP, INC.
By: /s/ Charles H. Foster, Jr.
------------------------------------------
Charles H. Foster, Jr.
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints John M. Carter and Russell W.
Jordan III, each of whom may act individually, as attorneys-in-fact and agents
for the undersigned, with full power of substitution, for and in the name, place
and stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, any and all amendments
(including post-effective amendments) to this registration statement, with any
schedules or exhibits thereto, and any and all supplements or other documents to
be filed with the Securities and Exchange Commission pertaining to the
registration of securities covered hereby, with full power and authority to do
and perform any and all acts and things as may be necessary or desirable in
furtherance of such registration.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Charles H. Foster, Jr. Chairman, Chief Executive Officer September 19, 2002
-------------------------------------------- and Director
Charles H. Foster, Jr. (Principal Executive Officer)
/s/ Janet A. Alpert President and Director September 19, 2002
--------------------------------------------
Janet A. Alpert
/s/ Theodore L. Chandler, Jr. Chief Operating Officer September 19, 2002
-------------------------------------------- and Director
Theodore L. Chandler, Jr.
/s/ G. William Evans Chief Financial Officer September 19, 2002
-------------------------------------------- (Principal Financial Officer)
G. William Evans
/s/ John R. Blanchard Senior Vice President September 19, 2002
-------------------------------------------- Corporate Controller
John R. Blanchard (Principal Accounting Officer)
Director ___________, 2002
--------------------------------------------
Michael Dinkins
/s/ John P. McCann Director September 19, 2002
--------------------------------------------
John P. McCann
/s/ Robert F. Norfleet, Jr. Director September 19, 2002
--------------------------------------------
Robert F. Norfleet, Jr.
/s/ Robert T. Skunda Director September 19, 2002
--------------------------------------------
Robert T. Skunda
/s/ Julious P. Smith, Jr. Director September 19, 2002
--------------------------------------------
Julious P. Smith, Jr.
Director ___________, 2002
--------------------------------------------
Thomas G. Snead, Jr.
/s/ Eugene P. Trani Director September 19, 2002
--------------------------------------------
Eugene P. Trani
/s/ Marshall B. Wishnack Director September 19, 2002
--------------------------------------------
Marshall B. Wishnack
EXHIBIT INDEX
Exhibit
No. Document
--- --------
3.1 Articles of Incorporation, incorporated by reference to
Exhibit 3A of the Registrant's Form 10 Registration Statement,
as amended, File No. 0-19408.
3.2 Articles of Amendment of the Articles of Incorporation of the
Registrant, incorporated by reference to Exhibit 4.2 of the
Registrant's Form 8-A Registration Statement, filed February
27, 1998, File No. 1-13990.
3.3 Bylaws, incorporated by reference to Exhibit 3B of the
Registrant's Form 10 Registration Statement, as amended, File
No. 0-19408.
4.1 Amended and Restated Rights Agreement, dated as of August 20,
1997, between the Registrant and Wachovia Bank, N.A., as
Rights Agent, which Amended and Restated Rights Agreement
includes an amended Form of Rights Certificate, incorporated
by reference to Exhibit 4.1 of the Registrant's Current Report
on Form 8-K, dated August 20, 1997, File No. 1-13990.
4.2 First Amendment to Amended and Restated Rights Agreement,
dated as of December 11, 1997, between the Registrant and
Wachovia Bank, N.A., as Rights Agent, incorporated by
reference to Exhibit 4.1 of the Registrant's Current Report on
Form 8-K, dated December 11, 1997, File No. 1-13990.
4.3 Second Amendment to Amended and Restated Rights Agreement,
dated as of June 1, 1999, between the Registrant, Wachovia
Bank, N.A., as Rights Agent, and State Street Bank and Trust
Company, as Successor Rights Agent, incorporated by reference
to Exhibit 4.1 of the Registrant's Current Report on Form 8-K,
dated June 1, 1999, File No. 1-13990.
4.4 Third Amendment to Amended and Restated Rights Agreement,
dated as of July 26, 2000, between the Registrant and State
Street Bank and Trust Company, as Rights Agent, incorporated
by reference to Exhibit 4.1 of the Registrant's Current Report
on Form 8-K, dated July 26, 2000, File No. 1-13990.
4.5 Form of Common Stock Certificate, incorporated by reference to
Exhibit 4.7 of Amendment No. 3 to the Registrant's Form 8-A
Registration Statement, filed June 7, 1999, File No. 1-13990.
4.6 LandAmerica Financial Group, Inc. Outside Directors Deferral
Plan, incorporated by reference to Exhibit 4.9 of the
Registrant's Form S-8 Registration Statement, filed July 12,
2002, Registration No. 333-92354.
4.7 LandAmerica Financial Group, Inc. Executive Voluntary Deferral
Plan, incorporated by reference to Exhibit 4.9 of the
Registrant's Form S-8 Registration Statement, filed July 12,
2002, Registration No. 333-92366.
5.1 Legal opinion of Williams, Mullen, Clark & Dobbins.*
23.1 Consent of Williams, Mullen, Clark & Dobbins (included in
Exhibit 5.1).*
23.2 Consent of Ernst & Young LLP.*
24.1 Powers of attorney (included on signature page).*