SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LAWYERS TITLE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Virginia 54-1589611
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
6630 West Broad Street
Richmond, Virginia 23230
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General Instruction effective to simultaneously with
A(c)(1) please check the following the effectiveness of a concurrent
box. [ ] registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Common Stock, no par value New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
none
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Lawyers Title Corporation, a Virginia corporation (the "Company"),
hereby amends in its entirety the following items of its registration statement
on Form 8-A dated September 29, 1995, and filed with the Securities and Exchange
Commission on October 2, 1995 (the "Form 8-A"), as amended by Amendment No. 1 to
the Form 8-A, dated August 29, 1997, and filed with the Securities and Exchange
Commission on September 2, 1997.
Item 1. Description of Registrant's Securities to be Registered.
The following description of the capital stock of the Company is
qualified in its entirety by reference to applicable provisions of Virginia law
and the Company's Articles of Incorporation (the "Company's Charter") and
Bylaws, the complete text of which are on file with the Securities and Exchange
Commission (the "Commission"). The Company's authorized capital stock consists
of 5,000,000 shares of preferred stock, without par value (the "Preferred
Stock"), and 45,000,000 shares of common stock, without par value (the "Common
Stock").
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, and,
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
such shares exclusively possess all voting power. The Company's 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 therefor, and upon liquidation are entitled to receive pro
rata all assets of the Company available for distribution to such holders.
Preferred Stock
Under the Company's Charter, the Board of Directors, without
shareholder approval, is authorized to issue shares of Preferred Stock in one or
more series and to designate, with respect to each such 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, while providing flexibility in
connection with possible acquisitions and other corporate purposes, could, among
other things, adversely affect the voting power of holders of the Common Stock.
The Board of Directors has authorized and reserved 50,000 shares of
Series A Junior Participating Preferred Stock, without par value (the "Series A
Preferred Shares"), for issuance upon the exercise of the preferred share
purchase rights described below. See "Preferred Share Purchase Rights."
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The creation and issuance of any other series of Preferred Stock, and
the relative rights and preferences of such series, if and when established,
will depend upon, among other things, the future capital needs of the Company,
then-existing market conditions and other factors that, in the judgment of the
Board of Directors, might warrant the issuance of Preferred Stock.
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 of any kind or
class.
Preferred Share Purchase Rights
Each outstanding share of Common Stock (a "Common Share") has
associated with it one preferred share purchase right (a "Right"). Each Right
entitles the registered holder to purchase from the Company one one-hundredth of
a Series A Preferred Share at a price of $85 per one one-hundredth of a Series A
Preferred Share (the "Purchase Price"), 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 the Amended and Restated Rights Agreement, dated August 20, 1997
(the "Amended and Restated Rights Agreement"), between the Company and Wachovia
Bank, N.A. (formerly Wachovia Bank of North Carolina, N.A.) as Rights Agent
("Wachovia"), as amended by the First Amendment to Amended and Restated Rights
Agreement, dated December 11, 1997, between the Company and Wachovia (the "First
Amendment" and, together with the Amended and Restated Rights Agreement, the
"Rights Agreement").
The Rights will be evidenced by Common Share certificates until the
earlier to occur of (i) 10 days following a public announcement that a person or
group of affiliated or associated persons have acquired beneficial ownership of
20% or more of the outstanding Common Shares (an "Acquiring Person") or (ii) 10
business days (or such later date as may be determined by action of the Board of
Directors prior to such time as any person or group of affiliated or associated
persons becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 20% or more of the outstanding Common Shares (the earlier of such dates
being called the "Distribution Date"). As defined in the Rights Agreement, an
Acquiring Person is not deemed to include Reliance Insurance Company, a
Pennsylvania corporation ("RIC"), or any Affiliate of RIC by virtue of (i) the
approval, execution, delivery or performance of the Stock Purchase Agreement by
and among the Company, Lawyers Title Insurance Corporation, a Virginia
corporation ("LTIC"), RIC and Reliance Group Holdings, Inc., a Delaware
corporation ("Reliance"), dated as of August 20, 1997 (the "Stock Purchase
Agreement"), or the Voting and Standstill Agreement (as defined in the Stock
Purchase Agreement), (ii) the approval, execution, delivery or performance of
the Amended and Restated Stock Purchase Agreement by and among the Company,
LTIC, RIC and Reliance, dated as of December 11, 1997 (the "Amended and Restated
Stock Purchase Agreement"), or the Voting and Standstill Agreement (as defined
in the Amended and Restated Stock Purchase Agreement), or (iii) the acquisition
of Common Shares or shares of the Company's 7% Series B Cumulative Convertible
Preferred Stock, without par value (the "Series B Preferred Shares") by RIC or
any Affiliate of RIC as provided in the Rights Agreement.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferable
with and only with the Common Shares. Until
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the Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after August 20, 1997 upon transfer or new
issuance of Common Shares will contain a legend incorporating by reference the
terms of the Rights Agreement (as such may be amended from time to time).
Notwithstanding the absence of the aforementioned legend or the existence of an
earlier form of legend, certificates evidencing Common Shares outstanding on or
prior to August 20, 1997 shall also evidence one Right for each Common Share
evidenced thereby. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of August 20, 1997, even without such legend, will
also constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on August 20, 2007 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Series A Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Series A Preferred Shares, (ii) upon the grant to holders of the Series A
Preferred Shares of certain rights or warrants to subscribe for or purchase
Series A Preferred Shares at a price, or securities convertible into Series A
Preferred Shares with a conversion price, less than the then-current market
price of the Series A Preferred Shares or (iii) upon the distribution to holders
of the Series A Preferred Shares of evidences of indebtedness or assets
(excluding regular periodic cash dividends paid out of earnings or retained
earnings or dividends payable in Series A Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths
of a Series A Preferred Share issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the Common Shares or a
stock dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Series A Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Series A Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend equal to 100 times the dividend declared per Common Share.
In the event of liquidation, the holders of the Series A Preferred Shares will
be entitled to a minimum preferential liquidation payment of $100 per share but
will be entitled to an aggregate payment equal to 100 times the payment made per
Common Share. Each Series A Preferred Share will have 100 votes, voting together
with the Common Shares. Finally, in the event of any merger, consolidation or
other transaction in which Common Shares are exchanged, each Series A Preferred
Share will be entitled to receive an amount equal to 100 times the amount
received per Common Share. These rights are protected by customary antidilution
provisions.
Because of the nature of the Series A Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth interest in a
Series A Preferred Share purchasable upon exercise of each Right should
approximate the value of one Common Share.
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold after a person or group
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has become an Acquiring Person, proper provision shall be made so that each
holder of a Right will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that number of shares
of common stock of the acquiring company that at the time of such transaction
will have a market value of two times the exercise price of the Right.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision shall be made so that each
holder of a Right, other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive, upon
the exercise thereof at the then current exercise price of the Right, that
number of Common Shares having a market value of two times the exercise price of
the Right.
At any time after any person or group of affiliated or associated
persons becomes an Acquiring Person and prior to the acquisition by such person
or group of 50% or more of the outstanding Common Shares, the Board of Directors
of the Company may exchange the Rights (other than Rights owned by such person
or group, that will have become void), in whole or in part, at an exchange ratio
of one Common Share, or one one-hundredth of a Series A Preferred Share, per
Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Series A Preferred Shares will be issued
(other than fractions that are integral multiples of one one-hundredth of a
Series A Preferred Share, which may, at the election of the Company, be
evidenced by depository receipts), and in lieu thereof an adjustment in cash
will be made based on the market price of the Series A Preferred Shares on the
last trading day prior to the date of exercise.
At any time prior to the time that any person or group becomes an
Acquiring Person, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such time on such basis
and with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate, and the only right of the holders of Rights will be
to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, except that (i) the
Rights Agreement prohibits certain amendments that would make RIC or any
Affiliate of RIC an Acquiring Person and (ii) from and after such time as any
person or group of affiliated or associated persons becomes an Acquiring Person,
the Rights Agreement provides that no such amendment may adversely affect the
interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The foregoing summary of certain terms of the Rights is qualified in
its entirety by reference to the Amended and Restated Rights Agreement and the
First Amendment, copies of which have been filed with the Commission.
Certain Provisions of the Company's Charter and Bylaws
The Company's Charter and Bylaws contain provisions which may have the
effect of delaying or preventing a change in control of the Company. The
Company's 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-
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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. The Company's 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, and 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 Company's Charter also contains an "affiliated transaction
provision" that 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 thereon shall be
required for the approval of such transactions. Such supermajority approval
would be required for (i) a merger or consolidation involving any person or
entity who directly or indirectly owns or controls 10% or more of the voting
power of the Company (an "Interested Shareholder") 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. In addition, the Company's Charter provides that the same 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. Notwithstanding the foregoing, the
supermajority approval requirement will 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 the
Company's Charter provides 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
in order to 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 the Company's Charter and Bylaws are
intended to prevent inequitable shareholder treatment in a two-tier takeover and
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. Such provisions
therefore may have the effect of discouraging certain unsolicited offers for the
Company's capital stock.
Item 2. Exhibits
All exhibits required by Instruction II to Item 2 will be supplied to
the New York Stock Exchange.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
LAWYERS TITLE CORPORATION
Dated: December 23, 1997 By: /s/ G. William Evans
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G. William Evans
Vice President and Treasurer
