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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LANDAMERICA FINANCIAL GROUP, INC.
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(Name of Issuer)
COMMON STOCK, WITHOUT PAR VALUE
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(Title of Class of Securities)
521029-10-8
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(CUSIP Number)
Howard E. Steinberg
Senior Vice President and General Counsel
Reliance Financial Services Corporation
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 9, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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The statement amends the original Schedule 13D filed by Reliance Financial
Services Corporation ("Reliance Financial") with the Securities and Exchange
Commission on March 9, 1998 relating to the ownership by its subsidiary of the
Security set forth on the cover of this Amendment. This Amendment is being
filed to attach Exhibit 5 to the original Schedule.
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: March 9, 1998
RELIANCE FINANCIAL SERVICES CORPORATION
By /s/ James E. Yacobucci
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James E. Yacobucci
Senior Vice President-Investments
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EXHIBIT INDEX
EXHIBIT EXHIBIT PAGE
NUMBER NUMBER
1 Amended and Restated Stock Purchase Agreement,
dated as of December 11, 1997 by and among,
RIC, RGH, the Company and Lawyers Title
Insurance Corporation.*
2 Voting and Standstill Agreement, dated as of
February 27, 1998, by and among the Company,
RGH and RIC.*
3 Registration Rights Agreement, dated as of
February 27, 1998, by and between the Company
and RIC.*
4 Articles of Amendment to the Company's
Articles of Incorporation.*
5. Lock-up Letter dated February 24, 1998 from RIC
to Donaldson, Lufkin & Jenrette Securities
Corporation, Furman Selz LLC, Wheat First
Securities, Inc. and Ferris, Baker Watts,
Incorporated.**
* Previously filed with original Schedule 13D filed with the Securities and
Exchange Commission by Reliance Financial on March 9, 1998.
** Filed herewith.
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[LETTERHEAD]
February 24, 1998
Donaldson, Lufkin & Jenrette
Securities Corporation
Furman Selz LLC
Wheat First Securities, Inc.
Ferris, Baker Watts, Incorporated
c/o Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, NY 10172
Dear Sirs:
The undersigned understands that Donaldson, Lufkin & Jenrette
Securities Corporation, Furman Selz LLC, Wheat First Securities, Inc. and
Ferris, Baker Watts, Incorporated, as Representatives of the several
underwriters (the "Underwriters"), propose to enter into an Underwriting
Agreement with Lawyers Title Corporation (the "Company") providing for the
public offering (the "Public Offering") of common stock, no par value (the
"Common Stock"), of the Company as described in the Company's registration
statement on Form S-3 (Reg. No. 333-43913).
In order to induce the Underwriters that may participate in the Public
Offering to continue their efforts in connection with the Public Offering, the
undersigned, during the period commencing on the date hereof and ending on May
24, 1998 (the "Lock-up Period"):
(i) agrees not to, directly or indirectly, (x) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock (including,
without limitation, shares of Common Stock or securities convertible into or
exercisable or exchangeable for Common Stock which may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission) or (y) enter into any
swap or other arrangement that transfers all or a portion of the economic
consequences associated with the ownership of any Common Stock (regardless of
whether any of the transactions described in clause (x) or (y) is to be settled
by the delivery of Common Stock, or such other securities, in cash or
otherwise), without the prior written consent of Donaldson, Lufkin & Jenrette
Securities Corporation; provided however, that the undersigned may offer,
pledge, sell, contract to sell, or otherwise transfer or dispose of any shares
of Common Stock to any affiliate of the undersigned or in a private sale
provided that such purchaser of shares of Common Stock agrees to be bound by the
terms and conditions of this letter agreement.
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(ii) agrees not to make any demand for, or exercise any right with
respect to, the registration of any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock, without the
prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation;
provided, however, that the Company's filing of a registration statement with
respect to the shares of Common Stock and a registration statement with respect
to the shares of 7% Series B Cumulative Convertible Preferred Stock (the
"Preferred Stock") and the shares of Common Stock issuable upon the conversion
of the Preferred Stock (collectively, the "Permitted Registration Statements")
to be acquired by the undersigned pursuant to the Amended and Restated Stock
Purchase Agreement, dated as of December 11, 1997, by and among the Company,
Lawyers Title Insurance Corporation, the undersigned and Reliance Group
Holdings, Inc. is permitted. The undersigned agrees not to offer, sell or
contract to sell any shares of Common Stock or Preferred Stock registered
pursuant to the Permitted Registration Statements during the Lock-up Period
without the prior written consent of Donaldson, Lufkin & Jenrette Securities
Corporation; provided however, that the undersigned may offer, sell or contract
to sell any shares of Common Stock or Preferred Stock registered pursuant to the
Permitted Registration Statements to any affiliate of the undersigned or in
a private sale provided that such purchaser of shares of Common Stock or
Preferred Stock agrees to be bound by the terms and conditions of this letter
agreement; and
(iii) authorizes the Company to cause the transfer agent to decline to
transfer and/or to note stop transfer restrictions on the transfer books and
records of the Company with respect to any shares of Common Stock and any
securities convertible into or exercisable or exchangeable for Common Stock for
which the undersigned is the record holder and, in the case of any such shares
or securities for which the undersigned is the beneficial but not the record
holder, agrees to cause the record holder to cause the transfer agent to decline
to transfer and/or to note stop transfer restrictions on such books and records
with respect to such shares or securities.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into the agreements set forth herein, and
that, upon written request, the undersigned will execute any additional
documents necessary in connection with the enforcement hereof. All authority
herein conferred or agreed to be conferred shall survive the death or incapacity
of the undersigned and any obligations of the undersigned shall be binding upon
the heirs, personal representatives, successors, and assigns of the undersigned.
Very truly yours,
Reliance Insurance Company
By: /s/ Albert A. Benchimol
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Name: Albert A. Benchimol
Title: Vice President
