LAWYERS TITLE CORP
8-K, 1998-02-06
TITLE INSURANCE
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                       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: February 6, 1998
                        (Date of earliest event reported)



                            LAWYERS TITLE CORPORATION
             (Exact Name of Registrant as Specified in its Charter)



          Virginia                      0-13990                   54-1589611
(State or Other Jurisdiction    (Commission File Number)        (IRS Employer
      of Incorporation)                                      Identification No.)

              6630 West Broad Street             
                Richmond, Virginia                         23230
     (Address of Principal Executive Offices)           (Zip Code)



               Registrant's telephone number, including area code:
                                 (804) 281-6700



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<PAGE>

Item 5.      Other Events.

       The press  release  issued by the  Registrant  on  February 6, 1998 and
attached hereto as Exhibit 99 is incorporated herein by reference.


Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

       (c)   Exhibits.

             Exhibit No.               Description
             -----------               -----------

                 99                    Press release issued by the Registrant on
                                       February 6, 1998.






                                      -2-
<PAGE>

                                    SIGNATURE

       Pursuant to the  requirements of the Securities  Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                            LAWYERS TITLE CORPORATION



Dated:  February 6, 1998                    By: /s/ G. William Evans
                                                --------------------------------
                                                G. William Evans
                                                Vice President and Treasurer





<PAGE>


                                INDEX TO EXHIBITS


No.               Description
- ---               -----------

99                Press release issued by the Registrant on February 6, 1998.




                                                                      EXHIBIT 99


LAWYERS TITLE CORPORATION                            CONTACT: H. Randolph Farmer
6630 West Broad Street                                        804-281-6855
Richmond, Virginia  23230
Telephone: 804-281-6700                                       G. William Evans
FAX: 804-282-5453                                             804-281-6752


                                                     FOR IMMEDIATE RELEASE
                                                     February 6, 1998


           Lawyers Title Corporation has record operating performance
                          for fourth quarter and year

         Lawyers Title Corporation (NYSE:LTI), holding company for Lawyers Title
Insurance Corporation,  headquartered in Richmond, Virginia, reported net income
of $8.9  million,  or $.95 per  diluted  share,  for the  fourth  quarter  ended
December 31, 1997, compared to net income of $16.9 million, or $1.85 per diluted
share, for the fourth quarter ended December 31, 1996. The 1997 quarter included
pretax capital losses of $0.4 million, while the fourth quarter of 1996 included
$18  million  of pretax  capital  gains,  largely  from a  restructuring  of the
investment  portfolio  during  that  quarter.  Net income less after tax capital
gains  (losses)  of the company in the fourth  quarter of 1997 was $9.1  million
compared  to $5.2  million in the  fourth  quarter of 1996,  an  increase  of 75
percent. This is a record operating performance for the company.
         For the year ended December 31, 1997, net income was $26.2 million,  or
$2.84 per diluted share,  compared to $36.5 million, or $4.01 per diluted share,
for the full year 1996.  The 1997 year  included $.2 million of capital  losses,
while the full year 1996 included  $23.4 million of pretax  capital  gains.  Net
income less after tax capital gains (losses)  improved more than 23 percent,  to
$26.3 million from $21.3 million.
         The record  operating  performance for 1997 reflects the effects of the
lower interest rate  environment  during the year on residential  real estate as
well as a strong commercial real estate market.
         Record operating revenues, including premiums, title search, escrow and
other,  of  $183.2  million  for the  fourth  quarter  of 1997 were more than 18
percent ahead of year ago levels,  while for the full year revenues grew by more
than 11 percent.
         As a result of the strong  revenue  growth and constant  monitoring  of
staffing and expense levels, the operating margin,  before claims and investment
income, in the fourth quarter of 1997 was 10.9 percent, more than two percentage
points stronger than the 8.4 percent realized in the fourth quarter of 1996. For
the full year,  the  operating  margin  improved to 9.3 percent in 1997 from 8.7
percent in 1996.
         Claims experience continued to be favorable coming in at 5.4 percent of
operating revenues for both the fourth quarter and full year 1997.
         According to Chairman and Chief  Executive  Officer  Charles H. Foster,
Jr., "We were gratified with the results of the fourth quarter of 1997. Revenues
from both direct and agency  sources  showed good growth and we did not lose our
focus on the expense line as we showed  significant  margin improvement from the
prior year. As we begin 1998, the environment  for our business  continues to be
very favorable with 30-year fixed rate mortgages  around the 7 percent level and
residential  refinancing  

                                     (more)

<PAGE>

activity at levels not seen since  1993.  Our new open order count in the fourth
quarter of 1997 was almost 17 percent ahead of the prior year and represented an
all time high fourth quarter open order count."

<TABLE>
<CAPTION>

             Lawyers Title and Subsidiaries - Summary of Operations


(In thousands except per share)                  Three months ended Dec. 31       Twelve months ended Dec. 31
- --------------------------------------------- -------------------------------- ---------------------------------

                                                    1997             1996            1997             1996
- --------------------------------------------- ---------------- --------------- ---------------- ----------------
<S>                                                  <C>             <C>              <C>              <C>     
Premiums                                             $150,249        $127,939         $504,024         $456,377
Title search, escrow and other                         32,988          26,878          118,757          101,381
Investment income                                       3,899          20,986           16,318           36,424

TOTAL REVENUES                                        187,136         175,803          639,099          594,182

Salaries and employee benefits                         51,892          47,147          200,488          184,274
Agents' commissions                                    68,414          58,474          218,358          192,590
Provision for policy and contract claims                9,839           8,136           33,749           29,211
General, administrative and other                      43,041          36,171          146,035          132,567

TOTAL EXPENSES                                        173,186         149,928          598,630          538,642

Income before taxes                                    13,950          25,875           40,469           55,540
Income taxes                                            5,092           8,975           14,312           19,021
Net income                                              8,858          16,900           26,157           36,519

Basic earnings per share                                $ .99           $1.90            $2.93            $4.11
Weighted average shares outstanding                     8,958           8,890            8,924            8,888

Diluted earnings per share                              $ .95           $1.85            $2.84            $4.01
Diluted shares outstanding                              9,359           9,126            9,224            9,102
Total assets                                                                           554,693          520,968

Shareholders' equity                                                                   292,404          262,168

Book value per share                                                                    $32.62           $29.49
Direct orders closed                                     99.4            71.3            326.0            283.5
Direct orders opened                                    105.9            90.6            415.0            397.1
</TABLE>

         Lawyers  Title  offers  a full  line of  title  insurance  services  to
residential and commercial customers through its network of subsidiaries, branch
offices,  agents and approved  attorneys in the U.S., Canada, and the Caribbean.
In addition to title  insurance,  the company  offers access to a broad range of
real estate services,  including environmental insurance,  document preparation,
tax disbursement and reporting,  property appraisals,  credit reporting,  single
and  multisite   surveys,   flood   certifications,   relocation   services  and
tax-deferred property exchanges under Section 1031 of the Internal Revenue Code.



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