Form 8-K Redomestication
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): July
12, 2006
___________
LANDAMERICA
FINANCIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Virginia
(State
or other jurisdiction
of
incorporation)
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1-13990
(Commission
File
Number)
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54-1589611
(I.R.S.
Employer
Identification
No.)
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101
Gateway Centre Parkway
Richmond,
Virginia
(Address
of principal executive offices)
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23235-5153
(Zip
Code)
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Registrant’s
telephone number, including area code: (804)
267-8000
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
8.01. Other
Events.
In
June
2006, LandAmerica Financial Group, Inc. (the “Company”) completed the process of
redomesticating its three principal title insurance subsidiaries, Commonwealth
Land Title Insurance Company, Lawyers Title Insurance Corporation and
Transnation Title Insurance Company from the States of Pennsylvania, Virginia
and Arizona, respectively, to the State of Nebraska. The redomestication of
these title insurance subsidiaries is expected to result in streamlined
regulatory, tax and statutory accounting functions derived from having these
subsidiaries subject to the same laws and regulations. Under Nebraska insurance
laws and regulations, approximately $100 million of the net assets of the
Company’s consolidated insurance subsidiaries are available during the remainder
of 2006 for ordinary dividends, loans or advances to the Company. The
redomestication of these subsidiaries is expected to increase the amount of
surplus that is available to pay dividends to the Company in the future, subject
to any approval that may be required by the Nebraska Department of Insurance.
The
Company may pursue redomestication of certain other of its title insurance
subsidiaries in the future. At the time the redomestication of any title
insurance subsidiary becomes effective, the ability of that subsidiary to pay
dividends to the Company will be governed by Nebraska laws and regulations
rather than its former state of domicile.
The
Company cautions readers that certain statements contained herein regarding
the
change in domicile of the Company’s title insurance subsidiaries, including the
anticipated effects of the redomestication, are forward-looking statements
made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements are based upon management’s
current knowledge and assumptions about future events and involve risks and
uncertainties that could cause actual results to differ materially from
anticipated results. Such risks and uncertainties include: (i) any changes
in
the business or prospects of its title insurance subsidiaries may require
additional statutory reserves or make it impractical or imprudent to increase
the surplus of such subsidiaries; (ii) any changes in laws or regulations that
may restrict the payment of dividends by the Company’s title insurance
subsidiaries; and (iii) the Company’s potential inability to obtain necessary
regulatory approvals for the redomestication of one or more of its other title
insurance subsidiaries. For more details on factors that could affect
expectations, see the Company’s Annual Report on Form 10-K for the year ended
December 31, 2005, and other reports from time to time filed with or furnished
to the Securities and Exchange Commission. This document speaks only as of
its
date, and the Company disclaims any duty to update the information contained
herein.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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LANDAMERICA
FINANCIAL GROUP, INC.
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(Registrant)
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Date:
July 12, 2006
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By:
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/s/
Michelle H. Gluck
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Michelle
H. Gluck
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Executive
Vice President, General Counsel
and
Corporate Secretary
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