SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<CAPTION>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-
11(c) or Rule 14a-12
</TABLE>
LANDAMERICA FINANCIAL GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
.................................................................
(2) Aggregate number of securities to which transaction applies:
.................................................................
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
.................................................................
(4) Proposed maximum aggregate value of transaction:
.................................................................
(5) Total fee paid:
.................................................................
<PAGE>
[ ] Fee paid previously with preliminary materials.
..............................................................
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
.................................................................
(2) Form, Schedule or Registration Statement no.:
.................................................................
(3) Filing Party:
.................................................................
(4) Date Filed:
.................................................................
<PAGE>
[LANDAMERICA FINANCIAL GROUP, INC. LOGO]
---------------
ANNUAL MEETING OF SHAREHOLDERS
---------------
May 1, 1998
Dear Shareholder:
You are cordially invited to attend the 1998 Annual Meeting of
Shareholders of LandAmerica Financial Group, Inc., which is to be held in the
Crestar Bank Auditorium located at 919 East Main Street, 4th Floor, Richmond,
Virginia, on Tuesday, June 16, 1998, at 11:00 a.m. At the Meeting, you will be
asked to elect five Directors to serve a three-year term, one Director to serve
a two-year term and one Director to serve a one-year term.
Whether or not you plan to attend the Meeting, it is important that
your shares be represented and voted at the Meeting; therefore, you are
requested to complete, sign, date and mail your proxy promptly in the enclosed
postage-paid envelope.
We appreciate your support and look forward to seeing you at the
Meeting.
Sincerely,
/s/ Charles H. Foster, Jr.
Charles H. Foster, Jr.
Chairman and Chief
Executive Officer
<PAGE>
LandAmerica Financial Group, Inc.
6630 West Broad Street
Richmond, Virginia 23230
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting ("the "Meeting") of Shareholders of LandAmerica
Financial Group, Inc. (the "Company") will be held in the Crestar Bank
Auditorium located at 919 East Main Street, 4th Floor, Richmond, Virginia, on
Tuesday, June 16, 1998, at 11:00 a.m., for the following purposes:
(1) To elect five Directors to serve a three-year term, one Director to
serve a two-year term and one Director to serve a one-year term; and
(2) To act upon such other matters as may properly come before the
Meeting or any adjournments thereof.
Only holders of shares of Common Stock of record at the close of
business on April 20, 1998, shall be entitled to notice of and to vote at the
Meeting.
Please sign and promptly mail the enclosed proxy to insure the presence
of a quorum at the Meeting.
By Order of the Board of Directors,
Russell W. Jordan, III
Secretary
May 1, 1998
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE VOTE, SIGN,
DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE
MEETING, YOU MAY VOTE YOUR SHARES IN PERSON, EVEN THOUGH YOU HAVE PREVIOUSLY
SIGNED AND RETURNED YOUR PROXY.
<PAGE>
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of the
Company. A shareholder may revoke the proxy at any time prior to its use, but
proxies properly executed and received by the Secretary prior to the Meeting,
and not revoked, will be voted in accordance with the terms thereof.
The Company will pay all of the costs associated with this proxy
solicitation. Proxies are being solicited by mail and may also be solicited in
person or by telephone, telefacsimile or telegraph by Directors, officers and
employees of the Company. The Company will reimburse banks, brokerage firms, and
other custodians, nominees and fiduciaries for their reasonable expenses in
forwarding proxy materials to the beneficial owners of the shares of the
Company's Common Stock.
This Proxy Statement will be mailed to registered holders of the Common
Stock of the Company on or about May 1, 1998.
VOTING RIGHTS
The Company had 15,140,593 shares of Common Stock outstanding as of
April 20, 1998, each having one vote. A majority of the shares entitled to vote,
represented in person or by proxy, will constitute a quorum for the transaction
of business at the Meeting. Only holders of the Company's Common Stock of record
at the close of business on April 20, 1998, will be entitled to vote.
The Company is not aware of any matters which are to come before the
Meeting other than those described in this Proxy Statement. However, if other
matters do properly come before the Meeting, it is the intention of the persons
named in the enclosed proxy card to vote such proxy in accordance with their
best judgment.
ELECTION OF DIRECTORS
At the Meeting, five Directors are to be elected for a term of three
years, one Director is to be elected for a term of two years and one Director is
to be elected for a term of one year. Seven other Directors have been elected to
terms that end in either 1999 or 2000, as indicated below. The following pages
set forth certain information concerning the nominees and the Directors whose
terms of office will continue after the Meeting. All of the nominees and
incumbent Directors listed below were previously elected Directors by the
shareholders, except George E. Bello, Lowell C. Freiberg, Robert M. Steinberg
and Herbert Wender, who were elected by the Board on February 27, 1998.
Proxies, unless otherwise specified, will be voted for the election of
the nominees listed to serve as Directors. The election of each nominee for
Director requires the affirmative vote of the holders of a plurality of the
shares of Common Stock cast in the election of Directors. Votes that are
withheld and shares held in street name that are not voted in the election of
Directors will not be included in determining the number of votes cast. If, at
the time of the Meeting, any nominee should be unavailable to serve as a
Director, it is intended that votes will be cast, pursuant to the enclosed
proxy, for such substitute nominee as may be nominated by the Board of
Directors. Each nominee has consented to being named in this Proxy Statement and
to serve if elected.
<PAGE>
Certain Voting Arrangements
On February 27, 1998, the Company acquired from Reliance Insurance
Company ("RIC") all of the issued and outstanding shares of the capital stock of
Commonwealth Land Title Insurance Company ("Commonwealth") and Transnation Title
Insurance Company ("Transnation"), resulting in Commonwealth and Transnation
each becoming wholly owned subsidiaries of the Company (the "Acquisition"). In
connection with the Acquisition, the Company, RIC and Reliance Group Holdings,
Inc. ("Reliance") entered into a Voting and Standstill Agreement (the "Voting
Agreement"). Pursuant to the Voting Agreement, upon consummation of the
Acquisition, the Company increased the size of its Board of Directors from ten
to fourteen Directors and elected Herbert Wender, the Chairman and Chief
Executive Officer of Commonwealth and Transnation, and George E. Bello, Lowell
C. Freiberg and Robert M. Steinberg as initial RIC Directors (as hereinafter
defined), to fill the newly created vacancies on the Board of Directors. The
Voting Agreement provides that as long as RIC owns, on a fully diluted basis, at
least 20% of the Company's issued and outstanding capital stock, RIC will be
entitled to nominate, and the Company will recommend for election, one Director
(an "RIC Director") in each of the three classes of the Board of Directors, and
one of the RIC Directors will be designated to serve on each of the committees
of the Board of Directors. The number of RIC Directors will be reduced once
RIC's ownership of the Company's issued and outstanding Common Stock is reduced
to less than 20%. Pursuant to the Voting Agreement, Reliance and RIC have agreed
to certain prohibitions and requirements with respect to the voting of shares of
stock owned by them or their affiliates, including the requirement that such
shares be voted for nominees to the Board of Directors of the Company
recommended by the Board of Directors or a nominating committee thereof. Unless
terminated earlier by written agreement of the parties, the Voting Agreement
will remain in effect until RIC's ownership of the capital stock of the Company
is reduced below predetermined levels.
Nominees for Election for Terms Expiring in 2001
GEORGE E. BELLO, 62, is Executive Vice President and Controller of
Reliance (a property and casualty insurance holding company), a position he has
held for more than five years. He is a Director of Reliance, Zenith National
Insurance Corp., United Dental Care, Inc. and Horizon Health Corporation. Mr.
Bello is a member of the Audit Committee and the Compensation Committee and has
been a Director since February 27, 1998.
THEODORE L. CHANDLER, JR., 45, is a member of the law firm of Williams,
Mullen, Christian & Dobbins in Richmond, Virginia, a position he has held for
more than five years. He is a Director of Hilb, Rogal and Hamilton Company and
Open Plan Systems, Inc. Mr. Chandler is a member of the Executive Committee, the
Compensation Committee and the Nominating Committee. He has been a Director
since 1991. Williams, Mullen, Christian & Dobbins acts as counsel to the
Company.
CHARLES H. FOSTER, JR., 55, is Chairman and Chief Executive Officer of
the Company and of Lawyers Title Insurance Corporation ("LTIC"), a subsidiary of
the Company, positions he has held for more than five years. He is a Director of
Universal Corporation. Mr. Foster is Chairman of the Executive Committee and a
member of the Pension and Portfolio Committee and the Finance Committee. He has
been a Director since 1991.
HERBERT WENDER, 60, is Vice Chairman and Chief Operating Officer of the
Company, a position he has held since February 27, 1998. He is also Chairman and
Chief Executive Officer of Commonwealth, a subsidiary of the Company, Chairman
and Chief Executive Officer of Transnation, a subsidiary of the Company, and
Chairman of the Board of CMAC Investment Corporation (a private mortgage
insurance company), positions he has held for more than five years. Mr. Wender
is a member of the Executive Committee, the Pension and Portfolio Committee and
the Finance Committee. He has been a Director since February 27, 1998.
2
<PAGE>
MARSHALL B. WISHNACK, 51, is Chairman and Chief Executive Officer of
Wheat First Union (formerly Wheat First Butcher Singer) (an investment banking
and securities brokerage subsidiary of First Union Corporation). Prior to April
1, 1996, he was President and Chief Executive Officer of Wheat First Butcher
Singer, a position he held for more than five years. Mr. Wishnack is a Director
of S&K Famous Brands, Inc. He is Chairman of the Compensation Committee and a
member of the Audit Committee and the Nominating Committee. He has been a
Director since 1991. Wheat First Union provides investment banking and
investment management services to the Company.
Nominee for Election for Term Expiring in 2000
LOWELL C. FREIBERG, 58, is Senior Vice President and Chief Financial
Officer of Reliance, a position he has held for more than five years. He also
served as Treasurer of Reliance from 1982 to March 1994. Mr. Freiberg is a
Director of Reliance and Symbol Technologies, Inc. He is a member of the Pension
and Portfolio Committee and the Finance Committee and has been a Director since
February 27, 1998.
Nominee for Election for Term Expiring in 1999
ROBERT M. STEINBERG, 55, is President and Chief Operating Officer of
Reliance, a position he has held for more than five years. He is a Director of
Reliance and Zenith National Insurance Corp. Mr. Steinberg is a member of the
Executive Committee and the Nominating Committee and has been a Director since
February 27, 1998.
The Board of Directors recommends that the shareholders vote for the
nominees set forth above.
Incumbent Directors Whose Terms Expire in 2000
JANET A. ALPERT, 51, is President of the Company, a position she has
held since February 27, 1998, and President and Chief Operating Officer of LTIC,
a position she has held for more than five years. Prior to February 27, 1998,
she was President and Chief Operating Officer of the Company, a position she
held for more than five years. Ms. Alpert is a member of the Executive Committee
and has been a Director since 1994.
MICHAEL DINKINS, 44, is Chief Financial Officer of
CulturalAccessWorldwide, Inc. (an outsourced marketing services company). From
1996 to August 1997, he was President of the Graphic Communications Group of
Cadmus Communications Corporation ("Cadmus") (a printing, marketing and
publishing company). From September 1993 to 1996, Mr. Dinkins was Vice President
and Chief Financial Officer of Cadmus. For 17 years prior to September 1993, he
held various positions with General Electric Company. Mr. Dinkins is a member of
the Audit Committee and the Pension and Portfolio Committee and has been a
Director since 1997.
JAMES ERMER, 55, retired as Executive Vice President - Strategic
Planning and Corporate Development of CSX Corporation ("CSX") (a railroad and
transportation company) in December 1996. Prior to April 25, 1995, he was Senior
Vice President - Finance and Chief Financial Officer of CSX, a position he held
for more than five years. Mr. Ermer is a Director and trustee of the Nations
Funds group of mutual funds. He is a member of the Compensation Committee, the
Pension and Portfolio Committee and the Finance Committee. Mr. Ermer has been a
Director since 1991.
JOHN P. McCANN, 53, is Chairman, President and Chief Executive Officer
of United Dominion Realty Trust, Inc. (an apartment REIT), a position he has
held for more than five years. He is a Director of United Dominion Realty Trust,
Inc. and Storage USA, Inc. Mr. McCann is a member of the Audit Committee, the
Pension and Portfolio Committee and the Finance Committee. He has been a
Director since 1997.
3
<PAGE>
Incumbent Directors Whose Terms Expire in 1999
J. GARNETT NELSON, 59, is President of Mid-Atlantic Holdings, L.L.C. (a
consulting and private investment company). Prior to February 1995, he was
Senior Vice President - Investments of The Life Insurance Company of Virginia
and Senior Executive Director of Aon Advisors, Inc. (an investment advisor),
positions he held for more than five years. Mr. Nelson is a Trustee of the
Mentor Family of Funds and G.E. Investment Funds, Inc. He is Chairman of the
Pension and Portfolio Committee and a member of the Executive Committee and has
been a Director since 1991.
ROBERT F. NORFLEET, JR., 58, serves as a consultant in the capacity of
Director of Client Relations for the Trust and Investment Management Group of
Crestar Bank. From 1994 until his retirement on March 1, 1996, he was Corporate
Executive Vice President and Senior Credit Officer of Crestar Bank. Prior to
1994, Mr. Norfleet was President - Capital Region and Executive Vice President -
Corporate Banking of Crestar Bank, positions he held for more than five years.
He is Chairman of the Audit Committee and a member of the Executive Committee
and has been a Director since 1991.
EUGENE P. TRANI, 58, is President of Virginia Commonwealth University
(an urban, public research university), a position he has held for more than
five years. He is a Director of Crestar Financial Corporation and Heilig-Meyers
Company. Dr. Trani is a member of the Audit Committee, the Compensation
Committee and the Nominating Committee. He has been a Director since 1993.
STOCK OWNERSHIP
The following table sets forth certain information with respect to the
beneficial ownership of shares of the Company's Common Stock by (i) each
Director and nominee, (ii) each executive officer listed in the Summary
Compensation Table (the "Named Executive Officers"), (iii) all Directors and
executive officers as a group and (iv) each person or group known by the Company
to beneficially own more than 5% of the outstanding shares of the Company's
Common Stock.
4
<PAGE>
<TABLE>
<CAPTION>
Name of Beneficial Owner Number of Shares 1,2 Percent of Class
------------------------ -------------------- ----------------
<S> <C> <C>
Janet A. Alpert 101,074 *
Kenneth Astheimer 57,322 *
George E. Bello 0 *
Theodore L. Chandler, Jr. 19,028 *
Michael Dinkins 1,528 *
James Ermer 12,028 *
G. William Evans 38,437 *
Lowell C. Freiberg 0 *
Charles H. Foster, Jr. 215,208 1.42%
Charles W. Keith 39,825 *
John P. McCann 6,528 *
J. Garnett Nelson 15,028 *
Robert F. Norfleet, Jr. 9,778 *
Robert M. Steinberg 0 *
Eugene P. Trani 8,028 *
Herbert Wender 20,801 *
Marshall B. Wishnack 11,528 *
All Directors and executive
officers as a group (23 persons, 610,357 4.03%
including those named above)
LTIC Savings and Stock Ownership Plan 3 923,403 6.10%
6630 West Broad Street
Richmond, Virginia 23230
FMR Corp. 4 982,300 6.49%
Edward C. Johnson 3d
Abigail P. Johnson
Fidelity Management & Research Company
Fidelity Low-Priced Stock Fund
82 Devonshire Street
Boston, Massachusetts 02109
Reliance Group Holdings, Inc. 5 4,039,473 26.68%
Reliance Financial Services Corporation
Reliance Insurance Company
55 East 52nd Street
New York, New York 10055
</TABLE>
- ------------
* Percentage of ownership is less than 1% of the outstanding shares of
Common Stock of the Company.
1 Except as otherwise noted, the number of shares of Common Stock of
the Company shown in the table is as of April 15, 1998. The percents shown in
the table are based on the number of shares of Common Stock outstanding on April
20, 1998.
5
<PAGE>
2 The number of shares of Common Stock shown in the table includes
42,150 shares held for certain Directors and executive officers in the LTIC
Savings and Stock Ownership Plan (the "401(k) Plan") as of April 15, 1998, and
442,634 shares which certain Directors and executive officers have the right to
acquire through the exercise of stock options within 60 days following April 15,
1998. The number of shares also includes 4,000 shares of the Company's Common
Stock held in fiduciary capacities. Such shares may be deemed to be beneficially
owned by the rules of the Securities and Exchange Commission (the "Commission"),
but inclusion of the shares in the table does not constitute admission of
beneficial ownership.
3 Each participant in the 401(k) Plan has the right to instruct Merrill
Lynch Trust Company, trustee for the 401(k) Plan, with respect to the voting of
shares allocated to his or her account. The trustee, however, will vote any
shares for which it receives no instructions in the same proportion as those
shares for which it has received instructions.
4 In an Amendment No. 2 to Schedule 13G (the "Schedule 13G/A") jointly
filed with the Commission on February 10, 1998 by FMR Corp., Edward C. Johnson
3d, Chairman of FMR Corp., Abigail P. Johnson, a Director of FMR Corp., Fidelity
Management & Research Company ("Fidelity"), a wholly owned subsidiary of FMR
Corp. and an investment advisor to various investment companies registered under
Section 8 of the Investment Company Act of 1940, as amended, and Fidelity
Low-Priced Stock Fund, one such investment company, FMR Corp., Fidelity, Mr.
Johnson and Ms. Johnson reported beneficial ownership as of December 31, 1997 of
982,300 shares of Common Stock, representing 10.99% of such shares outstanding
on such date. The Schedule 13G/A reported that the ownership interest of
Fidelity Low-Priced Stock Fund amounted to 816,300 shares of Common Stock,
representing 9.13% of such shares outstanding on such date. According to the
Schedule 13G/A, (i) FMR Corp., Fidelity, Mr. Johnson and the Fidelity Funds with
an ownership interest in the shares each has sole power to dispose of all
982,300 of the shares, and (ii) the sole power to vote the shares owned directly
by the Fidelity Funds resides with the Funds' Boards of Trustees. The reported
business address of FMR Corp., Fidelity and Fidelity Low-Priced Stock Fund was
82 Devonshire Street, Boston, Massachusetts 02109.
5 In a Schedule 13D and an Amendment No. 1 to Schedule 13D
(collectively, the "Schedule 13D") filed with the Commission on March 9, 1998
and March 10, 1998, respectively, by Reliance Financial Services Corporation
("Reliance Financial"), Reliance Financial reported beneficial ownership as of
February 27, 1998 of 4,039,473 shares of Common Stock, representing
approximately 26.8% of such shares outstanding on such date. According to the
Schedule 13D, all of the 4,039,473 shares of Common Stock beneficially owned by
Reliance Financial are owned directly by RIC, a wholly owned subsidiary of
Reliance Financial. RIC has sole voting (subject to the terms of the Voting
Agreement described more fully elsewhere in this Proxy Statement) and
dispositive power over all of the shares of Common Stock beneficially owned by
Reliance Financial. See "Election of Directors - Certain Voting Arrangements."
Reliance Financial is a wholly owned subsidiary of Reliance, which, according to
the Schedule 13D, is also deemed to beneficially own all 4,039,473 of the
shares.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's Directors and executive officers and persons who own more
than 10% of the Company's Common Stock to file initial reports of ownership and
reports of changes in ownership of Common Stock with the Commission. Such
persons are required by Commission regulation to furnish the Company with copies
of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, the Company believes that applicable Section 16(a) filing
requirements were satisfied for transactions that occurred in 1997.
6
<PAGE>
COMMITTEES
The standing committees of the Board of Directors are the Executive
Committee, the Audit Committee, the Compensation Committee, the Pension and
Portfolio Committee, the Finance Committee and the Nominating Committee. The
Executive Committee has the authority to act for the Board of Directors on most
matters during the intervals between Board meetings. The Audit Committee reviews
the scope and the results of the work of the independent public accountants and
internal auditors, reviews the adequacy of internal accounting controls, and
recommends the selection of the independent public accountants to the Board of
Directors. The responsibilities of the Compensation Committee are discussed
below under "Compensation Committee Report on Executive Compensation." The
Pension and Portfolio Committee establishes the investment policy and monitors
the performance of pension and portfolio investments of the Company and its
subsidiaries. Effective February 27, 1998, the Finance Committee was established
to advise the Board of Directors with respect to financing needs, capital
structure and other financial matters. Effective February 27, 1998, the
Nominating Committee was established to recommend to the Board of Directors
persons to serve as Directors of the Company and to establish such procedures as
it deems proper to receive and review information concerning potential
candidates for election or reelection to the Board of Directors. Shareholders
entitled to vote for election of directors may nominate candidates for
consideration by the Nominating Committee. See "Proposals for 1999 Annual
Meeting."
During the fiscal year ended December 31, 1997, there were seven
meetings of the Board of Directors, ten meetings of the Executive Committee,
three meetings of the Audit Committee, seven meetings of the Compensation
Committee and three meetings of the Pension and Portfolio Committee. All
Directors attended 75% or more of the total aggregate number of meetings of the
Board of Directors and of the committees on which they served.
DIRECTORS' COMPENSATION
Each Director who is not an officer of the Company receives a quarterly
retainer of $3,750, a fee of $1,500 for attendance at each Board meeting, and a
fee of $750 for attendance at each meeting of a Board committee of which he is a
member. A non-employee Director other than a RIC Director receives $1,250 of his
quarterly retainer, and may elect to receive all or part of his remaining cash
compensation, in shares of the Company's Common Stock. The number of shares of
the Company's Common Stock issuable to a Director who makes an annual
irrevocable election to receive all stock in lieu of cash compensation is
increased by 20%. A Director who is also an officer of the Company receives no
compensation for his or her services as a Director. Pursuant to a policy of RIC,
the annual retainer and meeting fees which an RIC Director is eligible to
receive will be paid directly to RIC.
The Outside Directors Deferral Plan permits non-employee Directors to
defer all or a portion of their cash compensation. Effective April 1, 1998, the
Outside Directors Deferral Plan was amended and restated to permit the deferral
of non-employee Directors' cash compensation in Deferred Stock Units. Each
Deferred Stock Unit represents a hypothetical share of the Company's Common
Stock and fluctuates in value with the market price of such stock. A
Participant's Deferred Stock Unit Account is increased by Common Stock dividends
paid by the Company. Those Directors who elect to defer 100% of their total cash
compensation into Deferred Stock Units for a given year shall receive additional
compensation in the form of Deferred Stock Units equal to 20% of their total
compensation. Any amounts deferred under the former Outside Directors Deferral
Plan may be transferred into the amended and restated Plan by making a one time
election to do so. If such amounts are not transferred, the Director's Deferred
Cash Account will continue to be credited with interest annually. The interest
paid is based on the Rate of Return set forth in the amended and restated Plan,
which is currently 9%. Under the former Plan and the amended and restated Plan,
benefits are paid in cash in a lump sum or in installments and include
survivor's benefits. Accelerated payment of deferred benefits may occur under
certain conditions, including a change of control of the Company.
7
<PAGE>
Pursuant to the 1992 Stock Option Plan for Non-Employee Directors (the
"Directors' Option Plan") which by its terms expired in 1996, and in 1997
pursuant to the 1991 Stock Incentive Plan, as amended (the "Stock Incentive
Plan"), each non-employee Director was granted an option to purchase 1,500
shares of Common Stock of the Company on the first business day following each
annual meeting of shareholders. Beginning in 1998, pursuant to the Stock
Incentive Plan, each non-employee Director who is not affiliated with RIC will
receive an annual grant of an option to purchase 2,000 shares of the Company's
Common Stock. Each RIC Director is eligible to receive cash compensation equal
to the grant date present value of such option determined by using the
Black-Scholes option pricing model; however, pursuant to a policy of RIC, at the
direction of the RIC Directors, such amounts will be paid directly to RIC. The
exercise price of all options granted to non-employee Directors is the fair
market value of the Company's Common Stock on the date of grant. All of the
options are exercisable six months after the date of grant and expire ten years
from the date of grant. Shorter expiration periods may apply in the event an
optionee dies, becomes disabled or resigns from or does not stand for reelection
to the Board. The options will be adjusted for stock dividends, stock splits and
certain other corporate events that may occur in the future.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
Decisions on compensation of the Company's executive officers as well
as those officers of LTIC who are members of executive management (collectively
"senior management") are made by the Compensation Committee of the Board. The
Committee determines the salaries of the Company's senior management and reviews
and approves annual management incentive programs and executive benefits for
senior management. It also administers the Stock Incentive Plan, the Directors'
Option Plan and the Outside Directors Deferral Plan. The Committee reviews any
significant changes in the tax qualified employee pension benefit plans and the
Regional Management Incentive Programs. All decisions by the Compensation
Committee relating to the compensation of the Company's senior management are
reported to the full Board.
Under rules established by the Commission, the Company is required to
provide certain information with respect to the compensation and benefits
provided to the Company's Chairman and Chief Executive Officer, Charles H.
Foster, Jr., and the other Named Executive Officers. The report of the
Compensation Committee set forth below addresses the Company's compensation
policies in effect for 1997.
Executive Compensation Policies
The Compensation Committee's executive compensation policies are
designed to provide competitive levels of compensation that integrate pay with
the Company's annual and long-term performance goals, recognize individual
initiative and achievements, and assist the Company in attracting and retaining
highly qualified executives. They provide for competitive base salaries which
reflect individual performance and level of responsibility; annual variable
performance opportunities payable in cash and shares of the Company's Common
Stock on the basis of merit and for the achievement of financial and operating
performance goals established by the Committee; and long-term, stock-based
incentive opportunities which strengthen the mutuality of interests between
senior management and the Company's shareholders.
In furtherance of its responsibility to determine executive
compensation, the Compensation Committee annually, or more frequently, reviews
the Company's executive compensation program. The Compensation Committee
evaluates compensation structures and the financial performance of other
publicly held companies in the title insurance industry and in certain other
financial services sectors as well as the compensation of executive officers in
those companies in order to establish general parameters within which it may fix
competitive compensation for its executive officers. The insurance industry peer
group used for compensation analysis is included within,
8
<PAGE>
but is narrower than, the peer group index in the performance graph included in
this Proxy Statement due to the small number of title companies on which
compensation data is publicly available. The Compensation Committee believes
that compensation comparisons are most appropriately made to executives within
the insurance industry peer group, with particular emphasis on comparable title
insurance companies. This group may change as the Company or its competitors
change their focus, merge or consolidate or as new competitors emerge.
The Compensation Committee then determines the appropriate salary and
management incentive using a number of factors, including the executive
officer's individual duties and responsibilities in the Company, relative
importance to the overall success of the Company's short- and long-term goals
and attainment of individual performance goals, if appropriate. With respect to
Mr. Foster, the Committee specifically evaluates the overall performance of the
Company, including revenues, earnings, development of the organization and
return on shareholder equity. With respect to the other Named Executive
Officers, the committee sets performance criteria, such as profitability, growth
and productivity, for the area or areas of Company operations for which the
executive is personally responsible and accountable.
Combining subjective and objective policies and practices, this
assessment process is undertaken annually, or more frequently, by the
Compensation Committee in order to implement the Company's pay-for-performance
policy, which focuses on an executive officer's total compensation, including
cash and non-cash compensation, from all sources.
Base Salaries and Annual Incentives
The Company's executive compensation program stresses incentive
opportunities linked to financial and operating performance, so base salaries
for senior management were set below the median for comparable positions at
comparable companies during 1997. Adjustments made to executive base salaries
normally take effect on April 1 of a given year; however, increases to most
executive base salaries were not effected in 1997 so that salaries for senior
management would remain consistent with base compensation adjustments made
through the Company's regional manager restructuring program. Despite the
Company's continued profitability and progress against strategic goals in 1996,
the Committee determined that Mr. Foster's base salary would remain at $250,000
during 1997 based on the same reasoning applicable to stabilizing the salaries
of senior management.
The Named Executive Officers were eligible for incentive compensation
for their 1997 performance. In February of 1998, bonus awards were made to each
of these individuals based on a review of several factors which related to the
Company's performance in 1997. Additionally, a portion of annual incentive
compensation was paid in the Company's Common Stock out of the Stock Incentive
Plan as a way to more closely align the interests of senior management with
those of the shareholders. The Compensation Committee review included an
assessment of the performance of selected individuals in achieving quarterly and
annual revenue, expense ratio, productivity and preventable claims goals in his
or her respective area of responsibility. Based on the performance of the
Company and his individual performance, Mr. Foster's annual incentive award for
1997 was $352,800, compared to $244,938 in 1996, with 25% of the award paid in
shares of the Company's Common Stock.
Long-Term Incentives
The Committee administers the Stock Incentive Plan under which it has
granted options to purchase shares of the Company's Common Stock to key
executives based upon a determination of competitive aggregate compensation
levels. The primary objective of issuing stock options is to encourage
significant investment in stock ownership by management and to provide long-term
financial rewards linked directly to market performance of the Company's stock.
The Committee believes that significant ownership of stock by senior management
is the best way to align
9
<PAGE>
the interests of management and the shareholders, and the Company's stock
incentive program is effectively designed to further this objective.
Effective January 7, 1997, the Compensation Committee granted stock
options (the "1997 Options") to various executives, including the Named
Executive Officers. The Committee granted Mr. Foster a 1997 Option to acquire
35,000 shares of Common Stock. In determining the number of shares to be subject
to the options granted to Mr. Foster, the Committee evaluated Mr. Foster's
overall compensation package relative to that of other chief executives in the
insurance industry peer group. With respect to the allocation of available
options among the Named Executive Officers and other executives, the Committee
is of the view that, as a person's level of responsibility increases, greater
portions of his or her total compensation should be linked to the long-term
performance of the Company's Common Stock and return to its shareholders.
The exercise price of the 1997 Options was the fair market value of the
Common Stock on the date of grant. The 1997 Options cannot be exercised until
one year after the date of grant, vest at a rate of 25% each year for the first
four years and expire seven years from such date. An earlier expiration date may
apply in the event of an optionee's termination of employment, retirement, death
or disability.
The tables which follow this report, and the accompanying narrative and
footnotes, reflect the decisions covered by the above discussion.
Tax Considerations
The Omnibus Budget Reconciliation Act of 1993 ("OBRA") established
certain criteria for the tax deductibility of compensation in excess of $1
million paid to the Company's executive officers. The Company will not lose
deductions under OBRA for 1997. The Committee will carefully consider any plan
or compensation arrangement that would result in the disallowance of
compensation deductions. The Committee will use its best judgment in such cases,
taking all factors into account, including the materiality of any deductions
that may be lost. To date, the Committee has not adopted a policy that dictates
its decision in such a situation.
Compensation Committee
Marshall B. Wishnack, Chairman
James Ermer
Theodore L. Chandler, Jr.
Eugene P. Trani
Richmond, Virginia
February 24, 1998
Compensation Committee Interlocks
and Insider Participation
Marshall B. Wishnack, Chairman of the Compensation Committee, is
Chairman and Chief Executive Officer of Wheat First Union, which provides
investment banking and investment management services to the Company. Theodore
L. Chandler, Jr., a member of the Compensation Committee, is a member of the law
firm of Williams, Mullen, Christian & Dobbins, which acts as counsel to the
Company. In the twelve month period ended January 31, 1998, the Company paid
Williams, Mullen, Christian & Dobbins fees of $1,821,204.
10
<PAGE>
EXECUTIVE COMPENSATION
The following table shows, for the fiscal years ended December 31,
1997, 1996 and 1995, the cash compensation paid by the Company and by LTIC and
its subsidiaries, as well as certain other compensation paid or accrued for
those years, to each of the Named Executive Officers in all capacities in which
they served:
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
Annual Compensation ------------
-------------------------------------------- Securities
Name and Other Annual Underlying All Other
Principal Position 1 Year Salary ($) Bonus ($)2 Compensation ($)3 Options (#) Compensation ($)4
- ---------------------- ---- ---------- ---------- ----------------- ------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Charles H. Foster, Jr. 1997 $250,008 $352,800 -- 35,000 $35,529
Chairman and Chief 1996 245,006 244,938 -- 50,000 26,307
Executive Officer 1995 218,502 127,120 -- 27,000 27,580
Janet A. Alpert 1997 189,996 235,200 -- 18,000 27,311
President and Chief 1996 186,249 163,292 -- 30,000 21,922
Operating Officer 1995 166,260 79,450 -- 15,000 21,888
Kenneth Astheimer 1997 150,000 183,388 -- 10,000 21,959
Executive Vice 1996 147,501 172,375 -- 15,000 19,247
President 1995 133,002 57,545 -- 10,000 18,971
Charles W. Keith 1997 150,000 172,595 -- 10,000 19,000
Executive Vice 1996 147,501 157,445 -- 15,000 17,570
President 1995 133,002 57,665 -- 10,000 17,975
G. William Evans 1997 147,501 138,916 -- 6,000 13,246
Vice President and 1996 137,505 60,646 -- 9,000 10,751
Treasurer 1995 123,510 27,013 -- 4,000 9,198
</TABLE>
- --------------
1 The table lists the principal position held by each of the Named
Executive Officers on December 31, 1997. Their current principal positions are
as follows: Mr. Foster, Chairman and Chief Executive Officer; Ms. Alpert,
President; Mr. Astheimer, Executive Vice President and Regional Manager; Mr.
Keith, Executive Vice President and Regional Manager; and Mr. Evans, Executive
Vice President-Information Technology.
2 The bonuses to the Named Executive Officers for 1997 were partially
paid in shares of the Company's Common Stock. The value of the stock portion of
those bonuses, based upon a closing price of $36.625 per share on the date of
the award, was $87,900, $58,600, $25,638, $32,963 and $32,963 for Mr. Foster,
Ms. Alpert, Mr. Astheimer, Mr. Keith and Mr. Evans, respectively.
3 The dollar value of perquisites and other personal benefits received
by each of the Named Executive Officers during each of the fiscal years ended
December 31, 1997, 1996 and 1995 did not exceed the lesser of $50,000 or 10% of
the total amount of salary and bonus reported for each in such years.
4 "All Other Compensation" includes the following for the fiscal year
ended December 31, 1997: (a) $7,600, $6,514, $6,095, $6,514 and $6,835 for Mr.
Foster, Ms. Alpert, Mr. Astheimer, Mr. Keith and Mr. Evans, respectively,
representing total contributions of $33,559 to the Company's 401(k) Plan on
behalf of each of the Named Executive
11
<PAGE>
Officers to match 1997 pre-tax elective deferral contributions (included under
Salary) made by each to such plan; (b) $4,210, $3,584 and $2,769 of accrued
interest on income deferred in 1986, 1987, 1988 or 1989 by Mr. Foster, Ms.
Alpert and Mr. Astheimer, respectively, under the LTIC Deferred Income Plan
(computed assuming that each of the participating Named Executive Officers
satisfies all conditions necessary to earn the highest interest rate payable
under such plan), to the extent the total interest accrued with respect to such
income amounts during 1997 exceeded 120% of the applicable federal long term
rate provided under Section 1274(d) of the Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code"); and (c) $20,719, $17,213, $13,095,
$12,486 and $6,411 for Mr. Foster, Ms. Alpert, Mr. Astheimer, Mr. Keith and Mr.
Evans, respectively, representing compensation attributable to life insurance
premiums paid by the Company in 1997 pursuant to the Company's split-dollar life
insurance plan.
Stock Options
The following tables contain information concerning grants of stock
options to the Named Executive Officers during the fiscal year ended December
31, 1997, exercises of stock options by the Named Executive Officers in such
fiscal year and the fiscal year-end value of all unexercised stock options held
by the Named Executive Officers.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------------------------------
Number of
Securities % of Total
Underlying Options Granted Grant Date
Options to Employees in Exercise or Expiration Present
Name Granted (#)1 Fiscal Year Base Price ($/Sh)2 Date 3 Value ($)4
---- ------------ ----------- ------------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
Charles H. Foster, Jr. 35,000 33.3% $21.50 1/7/04 $309,262
Janet A. Alpert 18,000 17.1 21.50 1/7/04 159,049
Kenneth Astheimer 10,000 9.5 21.50 1/7/04 88,361
Charles W. Keith 10,000 9.5 21.50 1/7/04 88,361
G. William Evans 6,000 5.7 21.50 1/7/04 53,016
</TABLE>
- -------------
1 The options become exercisable for 25% of the shares of Common Stock
of the Company covered by such options on each of the first four successive
anniversary dates of the date of grant. The options listed in the table were
granted on January 7, 1997.
2 The exercise price for the options listed in the table was the fair
market value on the date of grant. The exercise price may be paid in cash, in
shares of Common Stock of the Company valued at fair market value on the date of
exercise, or pursuant to a cashless exercise procedure under which the optionee
provides irrevocable instructions to a brokerage firm to sell the purchased
shares and to remit to the Company, out of the sale proceeds, an amount equal to
the exercise price plus all required withholding and other deductions.
3 The options listed in the table expire seven years from the date of
grant. An earlier expiration date may apply in the event of the optionee's
termination of employment, retirement, death or disability.
4 The Black-Scholes option pricing model was used to determine the
"Grant Date Present Value" of the options listed in the table. The model used
assumed a risk free interest rate of 6.47%, a dividend yield of 1.049% and a
volatility measure of .296, which is the variance on the rate of return on the
Common Stock of the Company over the most recent 250 trading day period prior to
the grant of the option. Because the magnitude of any nontransferability
discount is extremely difficult to determine, none was applied in determining
the value of the listed options.
12
<PAGE>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised In-
Unexercised Options at the-Money Options
Fiscal Year End (#) at FY-End ($)2
---------------------- ------------------------
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($)1 Unexercisable Unexercisable
---- --------------- ------------- ---------------------- ------------------------
<S> <C> <C> <C> <C>
Charles H. Foster, Jr. 0 $ 0 145,187/94,125 $3,135,023/$1,214,321
Janet A. Alpert 11,142 281,685 57,272/52,000 1,159,681/674,380
Kenneth Astheimer 0 0 33,500/28,500 660,055/376,415
Charles W. Keith 0 0 23,750/28,500 433,173/376,415
G. William Evans 0 0 14,900/15,750 287,818/200,368
</TABLE>
- --------------
1 The value realized represents the difference between the exercise
price of the option and the fair market value of the Company's Common Stock on
the date of exercise.
2 The value of in-the-money options at fiscal year end was calculated
by determining the difference between the fair market value of the Common Stock
of the Company underlying the options on December 31, 1997 and the exercise
price of the options.
Retirement Benefits
All of the Named Executive Officers participate in the LTIC Retirement
Plan, a qualified defined benefit retirement plan. The Internal Revenue Code
limits (a) the annual retirement benefit that may be paid under the LTIC
Retirement Plan and (b) the compensation that may be used in computing a
benefit. The maximum benefit limitation is adjusted each year to reflect the
cost of living. For 1997, the maximum benefit limitation was $125,000 (based on
a life annuity) and the earnings limitation was $160,000.
The Named Executive Officers are also covered by the LTIC 1995 Benefit
Restoration Plan, an unfunded plan designed to restore to selected participants
the benefits that cannot be paid under the LTIC Retirement Plan due to the
Internal Revenue Code maximum benefit limitation, the earnings limitation, or
both. The benefit payable under the LTIC 1995 Benefit Restoration Plan is the
difference between the benefit that would be payable under the LTIC Retirement
Plan, but for either or both of the Internal Revenue Code limitations, and the
amount actually payable under the LTIC Retirement Plan.
13
<PAGE>
PENSION PLAN TABLE
(Estimated Annual Benefits Payable at Retirement)1,2
<TABLE>
<CAPTION>
Years of Service 4
---------------------------------------------------------------------------------
Average
Compensation 3 20 25 30 35 40
- -------------- -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$100,000 $ 27,507 $ 34,512 $ 37,687 $ 39,460 $ 41,677
150,000 42,998 53,992 58,851 61,622 64,946
200,000 58,492 73,477 80,020 83,788 88,222
250,000 73,987 92,962 101,190 105,955 111,497
300,000 89,478 112,441 122,354 128,117 134,766
350,000 104,972 131,926 143,523 150,283 158,041
400,000 120,467 151,411 164,692 172,450 181,316
</TABLE>
1 The estimated benefits assume retirement at age 65 and are calculated
on the basis of a 50% joint and survivor benefit, assuming that at retirement
the age of the executive's spouse is 62. The social security benefit will be
payable in addition to the amounts shown.
2 The estimated benefits set forth in the table were determined without
regard to the Internal Revenue Code maximum benefit limitation or its limitation
on compensation that may be used in computing a benefit. The LTIC 1995 Benefit
Restoration Plan will provide participants in the plan with the benefit that is
"lost" under the LTIC Retirement Plan due to the Internal Revenue Code
limitation on the earnings that may be used in computing a benefit. The benefits
under the LTIC 1995 Benefit Restoration Plan are payable for a period of 15
years.
3 Average Compensation is the average of the salary and bonus (as
reported in the Summary Compensation Table) for the five years during the past
ten years of an executive's career for which such average is the highest or, in
the case of an executive who has been employed for less than five calendar
years, the period of his or her employment with the Company and LTIC and its
subsidiaries. The following sets forth the average compensation for each of the
Named Executive Officers covered under the LTIC Retirement Plan and the LTIC
1995 Benefit Restoration Plan: Charles H. Foster, Jr., $359,528; Janet A.
Alpert, $249,159; Kenneth Astheimer, $207,620; Charles W. Keith, $207,432; and
G. William Evans, $159,039.
4 The years of pension benefit service for each of the Named Executive
Officers are: Charles H. Foster, Jr., 24; Janet A. Alpert, 29; Kenneth
Astheimer, 24; Charles W. Keith, 16; and G. William Evans, 22.
Contractual Obligations
The Board of Directors has determined that it is in the best interests
of the Company and its shareholders to assure that the Company will have the
continued dedication of its executive officers, notwithstanding the possibility,
threat or occurrence of a change of control of the Company. Therefore, effective
November 15, 1994, agreements were entered into with certain executives,
including the Named Executive Officers, which relate to the officer's employment
following a change of control. Each agreement provides for the officer's
continued employment for a period of three years following a change of control
event (the "Employment Period"). During the Employment Period, the officers will
be entitled to a minimum annual salary and bonus in an amount equal to the
annualized highest monthly salary during the 12 months immediately preceding the
change of control event and the average annualized bonus paid during the three
years immediately preceding the change of control event. The officer also will
be entitled to participate in incentive, savings and other benefit programs on
terms at least as favorable as those in effect at any time during the 90 days
preceding the change of control event.
14
<PAGE>
The agreements generally provide certain benefits if, following a
change of control, an officer's employment is terminated by the Company or its
successor other than for cause, or if the officer resigns for "good reason" such
as a reduction in responsibilities. In such event, the Company will be obligated
to pay to the executive through the date of termination the executive's annual
base salary, a pro rata portion of the executive's annual bonus, the amount that
would be payable to the executive by applying the severance formula set forth in
the LTIC Severance Benefits Plan, all amounts of previously deferred
compensation not yet paid by the Company, any accrued vacation pay and a
severance payment equal to the maximum amount deductible by the Company under
Section 280G of the Internal Revenue Code. To be deductible under Section 280G,
the aggregate payments received by an executive which are contingent on a change
of control must be less than three times the executive's "base amount" (the
average annual taxable compensation of the executive for the five years
preceding the year on which the change of control occurs).
15
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total return to the
shareholders of the Company for the last five fiscal years with the total return
on the Standard & Poors 500 Index and the Nasdaq Insurance Index, assuming the
investment of $100 in the Company's Common Stock on December 31, 1992, and the
reinvestment of all dividends.
[GRAPH]
<TABLE>
<CAPTION>
===============================================================================================================
LANDAMERICA FINANCIAL GROUP, INC.
CUMULATIVE TOTAL RETURN TO SHAREHOLDERS
- ---------------------------------------------------------------------------------------------------------------
NASDAQ
LandAmerica S&P 500 Index Insurance Index
============================= ======================== =========================== ============================
<S> <C> <C> <C>
12/31/92 $100 $100 $100
- ----------------------------- ------------------------ --------------------------- ----------------------------
12/31/93 179 110 107
- ----------------------------- ------------------------ --------------------------- ----------------------------
12/31/94 105 112 101
- ----------------------------- ------------------------ --------------------------- ----------------------------
12/31/95 193 153 143
- ----------------------------- ------------------------ --------------------------- ----------------------------
12/31/96 200 189 163
- ----------------------------- ------------------------ --------------------------- ----------------------------
12/31/97 323 252 239
============================= ======================== =========================== ============================
</TABLE>
16
<PAGE>
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors
has appointed Ernst & Young LLP as independent public accountants to audit the
consolidated financial statements of the Company for the fiscal year ending
December 31, 1998. Representatives of Ernst & Young LLP will be present at the
Annual Meeting, will be available to respond to appropriate questions and may
make a statement if they so desire.
PROPOSALS FOR 1999 ANNUAL MEETING
Under the regulations of the Commission, any shareholder desiring to
make a proposal to be acted upon at the 1999 Annual Meeting of Shareholders must
cause such proposal to be delivered, in proper form, to the Secretary of the
Company, whose address is 6630 West Broad Street, Richmond, Virginia 23230, no
later than January 2, 1999, in order for the proposal to be considered for
inclusion in the Company's Proxy Statement and form of proxy for that meeting.
The Company anticipates holding the 1999 Annual Meeting of Shareholders on May
18, 1999.
The Company's Bylaws also prescribe the procedure a shareholder must
follow to nominate Directors or to bring other business before shareholders'
meetings. For a shareholder to nominate a candidate for Director at the 1999
Annual Meeting of Shareholders, notice of nomination must be received by the
Secretary of the Company not less than 60 days and not more than 90 days prior
to the meeting. The notice must describe various matters regarding the nominee
and the shareholder giving notice. For a shareholder to bring other business
before the 1999 Annual Meeting of Shareholders, notice must be received by the
Secretary of the Company not less than 60 days and not more than 90 days prior
to the meeting. The notice must include a description of the proposed business,
the reasons therefor, and other specified matters. Any shareholder may obtain a
copy of the Company's Bylaws, without charge, upon written request to the
Secretary of the Company.
OTHER MATTERS
THE COMPANY'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31,
1997, INCLUDING FINANCIAL STATEMENTS, WAS MAILED TO SHAREHOLDERS ON APRIL 17,
1998. A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR 1997 FILED WITH THE
COMMISSION, EXCLUDING EXHIBITS, MAY BE OBTAINED WITHOUT CHARGE BY WRITING TO THE
SECRETARY OF THE COMPANY, WHOSE ADDRESS IS 6630 WEST BROAD STREET, RICHMOND,
VIRGINIA 23230.
17
<PAGE>
[PROXY CARDS AND VOTING INSTRUCTIONS]
LANDAMERICA FINANCIAL GROUP, INC.
May 1, 1998
Dear Shareholder:
Please take note of the important information enclosed with this Proxy. There
are issues related to the management and operation of the Company that require
your immediate attention and approval. These are discussed in detail in the
enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders, June 16,
1998.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Charles H. Foster, Jr.
Chairman and Chief Executive Officer
<PAGE>
LANDAMERICA FINANCIAL GROUP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John M. Carter, Russell W. Jordan, III, and
Jeffrey A. Tischler, and each or any of them, proxies for the undersigned, with
power of substitution, to vote all the shares of Common Stock of LandAmerica
Financial Group, Inc. held of record by the undersigned on April 20, 1998, at
the Annual Meeting of Shareholders to be held at 11:00 a.m. on June 16, 1998,
and at any adjournments thereof, upon the matters listed on the reverse side, as
more fully set forth in the Proxy Statement, and for the transaction of such
other business as may properly come before the Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED ON THE
REVERSE SIDE BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ITEM 1.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on this Proxy. Attorneys-in-fact,
executors, trustees, guardians, corporate officers, etc. should give full title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------- --------------------------------
- ------------------------------- --------------------------------
- ------------------------------- --------------------------------
<PAGE>
<TABLE>
<CAPTION>
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
<S> <C>
- ------------------------------------------------------ For
For All All
LANDAMERICA FINANCIAL GROUP, INC. 1. Election of Directors. Nominees Withhold Except
- ------------------------------------------------------
George E. Bello _ _ _
COMMON STOCK Theodore L. Chandler, Jr. |_| |_| |_|
Charles H. Foster, Jr.
Herbert Wender
Marshall B. Wishnack
Lowell C. Freiberg
Robert M. Steinberg
RECORD DATE SHARES:
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s).
---------- Mark box at right if an address change or comment has been noted on _
Please be sure to sign and date this Proxy. Date the reverse side of this card. |_|
- ------------------------------------------- ----------
Shareholder sign here Co-owner sign here
- ------------------------------------------------------
</TABLE>
<PAGE>
LANDAMERICA FINANCIAL GROUP, INC.
May 1, 1998
Dear Participant:
Please take note of the important information enclosed with this Voting
Instruction. There are issues related to the management and operation of the
Company that require your immediate attention and approval. These are discussed
in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this Voting Instruction to indicate how your shares
will be voted. Then sign the card, detach it and return your Voting Instruction
in the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders, June 16,
1998.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Charles H. Foster, Jr.
Chairman and Chief Executive Officer
<PAGE>
LANDAMERICA FINANCIAL GROUP, INC.
TO TRUSTEE, LAWYERS TITLE INSURANCE CORPORATION AND
DESIGNATED SUBSIDIARIES SAVINGS AND STOCK OWNERSHIP PLAN
This Voting Instruction is Solicited on Behalf of the Board of Directors of
LandAmerica Financial Group, Inc.
Pursuant to Section 10.4 of the Lawyers Title Insurance Corporation and
Designated Subsidiaries Savings and Stock Ownership Plan, you are directed to
vote, in person or by proxy, the whole shares of Common Stock of LandAmerica
Financial Group, Inc. credited to the undersigned Participant's Account as of
April 20, 1998, at the Annual Meeting of Shareholders of LandAmerica Financial
Group, Inc., to be held at 11:00 a.m. on June 16, 1998, and at any adjournments
thereof, upon the matters listed on the reverse side, as more fully set forth in
the Proxy Statement, and for the transaction of such other business as may
properly come before the Meeting.
THIS VOTING INSTRUCTION WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED ON THE REVERSE SIDE BY THE UNDERSIGNED PARTICIPANT. IF NO DIRECTION IS
MADE, OR IF A VOTING INSTRUCTION IS NOT PROPERLY EXECUTED AND RECEIVED BY THE
TRUSTEE, THE SHARES CREDITED TO YOUR PARTICIPANT'S ACCOUNT SHALL BE VOTED IN THE
SAME PROPORTION AS THOSE SHARES FOR WHICH THE TRUSTEE HAS RECEIVED PROPER VOTING
INSTRUCTIONS.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
Please sign exactly as your name appears on this Voting Instruction.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------- --------------------------------
- ------------------------------- --------------------------------
- ------------------------------- --------------------------------
<PAGE>
<TABLE>
<CAPTION>
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
<S> <C>
- ------------------------------------------------------ For
For All All
LANDAMERICA FINANCIAL GROUP, INC. 1. Election of Directors. Nominees Withhold Except
- ------------------------------------------------------
George E. Bello _ _ _
LAWYERS TITLE INSURANCE CORPORATION Theodore L. Chandler, Jr. |_| |_| |_|
AND DESIGNATED SUBSIDIARIES Charles H. Foster, Jr.
SAVINGS AND STOCK OWNERSHIP PLAN Herbert Wender
Marshall B. Wishnack
Lowell C. Freiberg
Robert M. Steinberg
RECORD DATE SHARES:
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s).
---------- Mark box at right if an address change or comment has been noted on _
Please be sure to sign and date this Voting Date the reverse side of this card. |_|
Instruction.
- ------------------------------------------- ----------
Participant sign here
- ------------------------------------------------------
</TABLE>
<PAGE>
LANDAMERICA FINANCIAL GROUP, INC.
May 1, 1998
Dear Participant:
Please take note of the important information enclosed with this Voting
Instruction. There are issues related to the management and operation of the
Company that require your immediate attention and approval. These are discussed
in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this Voting Instruction to indicate how your shares
will be voted. Then sign the card, detach it and return your Voting Instruction
in the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders, June 16,
1998.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Charles H. Foster, Jr.
Chairman and Chief Executive Officer
<PAGE>
LANDAMERICA FINANCIAL GROUP, INC.
TO ADMINISTRATOR, LAWYERS TITLE INSURANCE CORPORATION
1995 STOCK PURCHASE PLAN
This Voting Instruction is Solicited on Behalf of the Board of Directors of
LandAmerica Financial Group, Inc.
Pursuant to Section 10 of the Lawyers Title Insurance Corporation 1995 Stock
Purchase Plan, you are directed to vote, in person or by proxy, the whole shares
of Common Stock of LandAmerica Financial Group, Inc. credited to the undersigned
Participant's Account as of February 28, 1998, at the Annual Meeting of
Shareholders of LandAmerica Financial Group, Inc., to be held at 11:00 a.m. on
June 16, 1998, and at any adjournments thereof, upon the matters listed on the
reverse side, as more fully set forth in the Proxy Statement, and for the
transaction of such other business as may properly come before the Meeting.
THIS VOTING INSTRUCTION, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED ON THE REVERSE SIDE BY THE UNDERSIGNED PARTICIPANT. IF NO DIRECTION IS
MADE, OR IF A VOTING INSTRUCTION IS NOT PROPERLY EXECUTED AND RECEIVED BY THE
ADMINISTRATOR, THE ADMINISTRATOR MAY VOTE THE SHARES AT ITS DISCRETION.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
Please sign exactly as your name appears on this Voting Instruction.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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- ------------------------------- --------------------------------
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<PAGE>
<TABLE>
<CAPTION>
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
<S> <C>
- ------------------------------------------------------ For
For All All
LANDAMERICA FINANCIAL GROUP, INC. 1. Election of Directors. Nominees Withhold Except
- ------------------------------------------------------
George E. Bello _ _ _
LAWYERS TITLE INSURANCE CORPORATION Theodore L. Chandler, Jr. |_| |_| |_|
1995 STOCK PURCHASE PLAN Charles H. Foster, Jr.
Herbert Wender
Marshall B. Wishnack
Lowell C. Freiberg
Robert M. Steinberg
RECORD DATE SHARES:
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s).
---------- Mark box at right if an address change or comment has been noted on _
Please be sure to sign and date this Voting Date the reverse side of this card. |_|
Instruction.
- ------------------------------------------- ----------
Participant sign here
- ------------------------------------------------------
</TABLE>
<PAGE>
LANDAMERICA FINANCIAL GROUP, INC.
May 1, 1998
Dear Participant:
Please take note of the important information enclosed with this Voting
Instruction. There are issues related to the management and operation of the
Company that require your immediate attention and approval. These are discussed
in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this Voting Instruction to indicate how your shares
will be voted. Then sign the card, detach it and return your Voting Instruction
in the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders, June 16,
1998.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Charles H. Foster, Jr.
Chairman and Chief Executive Officer
<PAGE>
LANDAMERICA FINANCIAL GROUP, INC.
TO TRUSTEE, UNIVERSAL LEAF TOBACCO COMPANY, INCORPORATED
AND DESIGNATED AFFILIATED COMPANIES EMPLOYEES' STOCK PURCHASE PLAN
This Voting Instruction is Solicited on Behalf of the Board of Directors of
LandAmerica Financial Group, Inc.
Pursuant to Section 13.02 of the Universal Leaf Tobacco Company, Incorporated
and Designated Affiliated Companies Employees' Stock Purchase Plan, you are
directed to vote, in person or by proxy, the whole shares of Common Stock of
LandAmerica Financial Group, Inc. credited to the undersigned Participant's
Account as of February 28, 1998, at the Annual Meeting of Shareholders of
LandAmerica Financial Group, Inc., to be held at 11:00 a.m. on June 16, 1998,
and at any adjournments thereof, upon the matters listed on the reverse side, as
more fully set forth in the Proxy Statement, and for the transaction of such
other business as may properly come before the Meeting.
THIS VOTING INSTRUCTION, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED ON THE REVERSE SIDE BY THE UNDERSIGNED PARTICIPANT. IF NO DIRECTION IS
MADE, OR IF A VOTING INSTRUCTION IS NOT PROPERLY EXECUTED AND RECEIVED BY THE
TRUSTEE, THE TRUSTEE MAY VOTE THE SHARES AT ITS DISCRETION.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign exactly as your name appears on this Voting Instruction
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------- --------------------------------
- ------------------------------- --------------------------------
- ------------------------------- --------------------------------
<PAGE>
<TABLE>
<CAPTION>
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
<S> <C>
- ------------------------------------------------------ For
For All All
LANDAMERICA FINANCIAL GROUP, INC. 1. Election of Directors. Nominees Withhold Except
- ------------------------------------------------------
George E. Bello _ _ _
UNIVERSAL LEAF TOBACCO COMPANY, Theodore L. Chandler, Jr. |_| |_| |_|
INCORPORATED AND DESIGNATED AFFILIATED Charles H. Foster, Jr.
COMPANIES Herbert Wender
EMPLOYEES' STOCK PURCHASE PLAN Marshall B. Wishnack
Lowell C. Freiberg
Robert M. Steinberg
RECORD DATE SHARES:
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s).
---------- Mark box at right if an address change or comment has been noted on _
Please be sure to sign and date this Voting Date the reverse side of this card. |_|
Instruction.
- ------------------------------------------- ----------
Participant sign here
- ------------------------------------------------------
</TABLE>
