As filed with the Securities and Exchange Commission on July 14, 1998.
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LANDAMERICA FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Virginia 54-1589611
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
6630 West Broad Street, 23230
Richmond, Virginia (Zip Code)
(Address of Principal Executive Offices)
-----------
LandAmerica Financial Group, Inc. 1991 Stock Incentive Plan
(Full Title of the Plan)
Russell W. Jordan, III, Esquire
LandAmerica Financial Group, Inc.
6630 West Broad Street
Richmond, Virginia 23230
(804) 281-6700
(Name, Address and Telephone
Number of Agent for Service)
-----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================== =============== ========================= ===================== ===================
Proposed
Title of Securities Amount to be Proposed Maximum Maximum Aggregate Amount of
to be Registered Registered(1) Offering Price Per Share(2) Offering Price(2) Registration Fee (2)
================================== =============== ========================= ===================== ===================
<S> <C> <C> <C> <C>
Common Stock, without par value 1,086,279 $57.3125 $62,257,365.19 $18,365.92
Rights to Purchase Series A
Junior Participating Preferred Stock 1,086,279 (3) (3) (3)
================================== =============== ========================= ===================== ===================
</TABLE>
(1) The amount of Common Stock registered hereunder shall be deemed to include
any additional shares issuable as a result of any stock split, stock
dividend or other change in the capitalization of the Registrant; and
pursuant to Rule 429 of the Securities Act of 1933, as amended, the
prospectus delivered to participants under the LandAmerica Financial Group,
Inc. 1991 Stock Incentive Plan also relates to 410,000 shares initially
registered under Form S-8 Registration No. 33-43811, which amount was
increased to 615,000 shares following a three-for-two stock split in April
1993.
(2) Pursuant to Rule 457(h), the proposed maximum offering price and
registration fee are based upon the average of the high ($57.50) and low
($57.125) sales prices reported on the New York Stock Exchange on July 13,
1998.
(3) The Rights to Purchase Series A Junior Participating Preferred Stock will
be attached to and will trade with shares of the Common Stock of the
Registrant. Value attributable to such Rights, if any, will be reflected in
the market price of the shares of Common Stock. No additional registration
fee is required.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following reports and other documents previously filed by the
Registrant with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference and made a part hereof:
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997 (the "Form 10-K"), File No.
1-13990;
(2) The portions of the Registrant's definitive Proxy Statement
for the 1998 Annual Meeting of Shareholders that have been
incorporated by reference into the Form 10-K, File No.
1-13990;
(3) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998, File No. 1-13990;
(4) The Registrant's Current Reports on Forms 8-K, File No.
1-13990, filed on February 6, 1998 and on March 16, 1998, as
amended by the Registrant's Current Report on Form 8-K/A
(Amendment No. 1), File No. 1-13990, filed on April 14, 1998;
and
(5) The description of the Registrant's Common Stock and
associated preferred share purchase rights contained in the
Registrant's Registration Statement on Form 8-A, File No.
0-19408, dated September 29, 1995 and filed on October 2,
1995, as amended by Amendment No. 1 and Amendment No. 2
thereto, File No. 1-13990, dated August 29, 1997 and December
23, 1997, respectively, and filed on September 2, 1997 and
December 23, 1997, respectively.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such reports and other documents. Any statement contained
herein or in a report or document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such previous statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel
Williams, Mullen, Christian & Dobbins, counsel to the Registrant, has
rendered its opinion that the shares of Common Stock which constitute original
issuance securities will, when issued pursuant to the terms and conditions of
the Plan, be validly issued, fully paid and nonassessable. Theodore L. Chandler,
Jr., a principal in Williams, Mullen, Christian & Dobbins, is a director of the
Company and beneficially owned an aggregate of 10,028 shares of Common Stock as
of May 21, 1998. Other attorneys employed by the firm beneficially owned an
aggregate of 21,182 shares of the Registrant's Common Stock as of May 21, 1998.
Item 6. Indemnification of Directors and Officers
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the
"Code") permits a Virginia corporation to indemnify any director or officer for
reasonable expenses incurred in any legal proceeding in advance of final
disposition of the proceeding, if the director or officer furnishes the
corporation a written statement of his good faith belief that he has met the
standard of conduct prescribed by the Code, and a determination is made by the
board of directors that such standard has been met. In a proceeding by or in the
right of the corporation, no indemnification shall be made in respect of any
matter as to which an officer or director is adjudged to be liable to the
corporation, unless the court in which the proceeding took place determines
that, despite such liability, such person is reasonably entitled to
indemnification in view of all of the relevant circumstances. In any other
proceeding, no indemnification shall be made if the director or officer is
adjudged liable to the corporation on the basis that personal benefit was
improperly received by him. Corporations are given the power to make any other
or further indemnity, including advance of expenses, to any director or officer
that may be authorized by the articles of incorporation or any bylaw made by the
shareholders, or any resolution adopted, before or after the event, by the
shareholders, except an indemnity against willful misconduct or a knowing
violation of the criminal law. Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he entirely prevails
in the defense of any proceeding to which he is a party because he is or was a
director or officer.
The Articles of Incorporation of the Registrant contain provisions
indemnifying the directors and officers of the Registrant to the full extent
permitted by Virginia law. In addition, the Articles of Incorporation of the
Registrant eliminate the personal liability of the Registrant's directors and
officers to the Registrant or its shareholders for monetary damages to the full
extent permitted by Virginia law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed on behalf of the Registrant as part
of this Registration Statement:
4.1 Articles of Incorporation, incorporated by reference to Exhibit 3A of
the Registrant's Form 10 Registration Statement, as amended, File
No. 0-19408.
4.2 Articles of Amendment of the Articles of Incorporation of the
Registrant, incorporated by reference to Exhibit 4.2 of the
Registrant's Form 8-A Registration Statement, filed February 27,
1998, File No. 1-13990.
<PAGE>
4.3 Bylaws, incorporated by reference to Exhibit 3B of the Registrant's
Form 10 Registration Statement, as amended, File No. 0-19408.
4.4 Amended and Restated Rights Agreement, dated as of August 20, 1997,
between the Registrant and Wachovia Bank, N.A., as Rights Agent,
which Amended and Restated Rights Agreement includes an amended Form
of Rights Certificate, incorporated by reference to Exhibit 4.1 of
the Registrant's Current Report on Form 8-K, dated August 20, 1997,
File No. 1-13990.
4.5 First Amendment to Amended and Restated Rights Agreement, dated as of
December 11, 1997, between the Registrant and Wachovia Bank, N.A., as
Rights Agent, incorporated by reference to Exhibit 4.1 of the
Registrant's Current Report on Form 8-K, dated December 11, 1997,
File No. 1-13990.
4.6 Form of Common Stock Certificate, incorporated by reference to
Exhibit 4.6 of the Registrant's Form 8-A Registration Statement,
filed February 27, 1998, File No. 1-13990.
4.7 LandAmerica Financial Group, Inc. 1991 Stock Incentive Plan, as
amended May 16, 1995, May 21, 1996, November 1, 1996 and June 16,
1998.
5 Opinion of Williams, Mullen, Christian & Dobbins.
23.1 Consent of Williams, Mullen, Christian & Dobbins (included in Exhibit
5).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney (included with signature page).
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
<PAGE>
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraph (a)(1)(i) and (a)(1)(ii)
shall not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, LandAmerica
Financial Group, Inc., the Registrant, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of
Virginia, on this 14th day of July, 1998.
LANDAMERICA FINANCIAL GROUP, INC.
By: /s/ Charles H. Foster, Jr.
------------------------------------
Charles H. Foster, Jr.
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Russell W. Jordan, III and John
M. Carter, each of whom may act individually, as attorney and agent for the
undersigned, with full power of substitution, for and in the name, place and
stead of the undersigned, in any and all capacities, to sign and file with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
any and all amendments and exhibits to this registration statement and any and
all other documents to be filed with the Securities and Exchange Commission
pertaining to the registration of securities covered hereby, with full power and
authority to do and perform any and all acts and things whatsoever requisite or
desirable.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Charles H. Foster, Jr. Chairman and Chief Executive July 14, 1998
- ------------------------------------------------ Officer and Director
Charles H. Foster, Jr. (Principal Executive Officer)
/s/ Herbert Wender Vice-Chairman and Chief July 14, 1998
- ------------------------------------------------ Operating Officer
Herbert Wender and Director
/s/ Janet A. Alpert President and Director July 14, 1998
- ------------------------------------------------
Janet A. Alpert
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Jeffrey A. Tischler Executive Vice President and July 14, 1998
- ------------------------------------------------ Chief Financial Officer
Jeffrey A. Tischler (Principal Financial Officer)
/s/ John R. Blanchard Senior Vice President - Corporate July 14, 1998
- ------------------------------------------------ Controller
John R. Blanchard (Principal Accounting Officer)
/s/ Theodore L. Chandler, Jr. Director July 14, 1998
- ------------------------------------------------
Theodore L. Chandler, Jr.
/s/ Michael Dinkins Director July 14, 1998
- ------------------------------------------------
Michael Dinkins
/s/ James Ermer Director July 14, 1998
- ------------------------------------------------
James Ermer
/s/ John P. McCann Director July 14, 1998
- ------------------------------------------------
John P. McCann
/s/ John Garnett Nelson Director July 14, 1998
- ------------------------------------------------
John Garnett Nelson
/s/ Robert F. Norfleet, Jr. Director July 14, 1998
- ------------------------------------------------
Robert F. Norfleet, Jr.
/s/ Eugene P. Trani Director July 14, 1998
- ------------------------------------------------
Eugene P. Trani
/s/ Marshall B. Wishnack Director July 14, 1998
- ------------------------------------------------
Marshall B. Wishnack
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Robert M. Steinberg Director July 14, 1998
- ------------------------------------------------
Robert M. Steinberg
/s/ Lowell C. Freiberg Director July 14, 1998
- ------------------------------------------------
Lowell C. Freiberg
/s/ George E. Bello Director July 14, 1998
- ------------------------------------------------
George E. Bello
</TABLE>
<PAGE>
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
FOR
LANDAMERICA FINANCIAL GROUP, INC. 1991 STOCK INCENTIVE PLAN
----------------------
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.1 Articles of Incorporation, incorporated by reference to Exhibit 3A of
the Registrant's Form 10 Registration Statement, as amended, File No.
0-19408.
4.2 Articles of Amendment of the Articles of Incorporation of the
Registrant, incorporated by reference to Exhibit 4.2 of the
Registrant's Form 8-A Registration Statement, filed February 27, 1998,
File No. 1-13990.
4.3 Bylaws, incorporated by reference to Exhibit 3B of the Registrant's
Form 10 Registration Statement, as amended, File No. 0-19408.
4.4 Amended and Restated Rights Agreement, dated as of August 20, 1997,
between the Registrant and Wachovia Bank, N.A., as Rights Agent, which
Amended and Restated Rights Agreement includes an amended Form of
Rights Certificate, incorporated by reference to Exhibit 4.1 of the
Registrant's Current Report on Form 8-K, dated August 20, 1997, File
No. 1-13990.
4.5 First Amendment to Amended and Restated Rights Agreement, dated as of
December 11, 1997, between the Registrant and Wachovia Bank, N.A., as
Rights Agent, incorporated by reference to Exhibit 4.1 of the
Registrant's Current Report on Form 8-K, dated December 11, 1997, File
No. 1-13990.
4.6 Form of Common Stock Certificate, incorporated by reference to Exhibit
4.6 of the Registrant's Form 8-A Registration Statement, filed February
27, 1998, File No. 1-13990.
4.7 LandAmerica Financial Group, Inc. 1991 Stock Incentive Plan, as amended
May 16, 1995, May 21, 1996 , November 1, 1996 and June 16, 1998.
5 Opinion of Williams, Mullen, Christian & Dobbins.
23.1 Consent of Williams, Mullen, Christian & Dobbins (included in Exhibit
5).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney (included with signature page).
Exhibit 4.7
LANDAMERICA FINANCIAL GROUP, INC.
1991 STOCK INCENTIVE PLAN
(as amended May 16, 1995, May 21, 1996, November 1, 1996 and June 16, 1998)
Article I
DEFINITIONS
1.01 Affiliate means any "subsidiary" or "parent corporation"
(within the meaning of Section 424 of the Code) of the Company.
1.02 Agreement means a written agreement (including any amendment
or supplement thereto) between the Company and a Participant specifying the
terms and conditions of a Grant or an Award issued to such Participant.
1.03 Award means an award of Common Stock, Restricted Stock and/or
Phantom Stock.
1.04 Board means the Board of Directors of the Company.
1.05 Change of Control means and shall be deemed to have taken
place if: (i) any individual, entity or group (within the meaning of Sections
13(d)(3) or 14(d)(2) of the Exchange Act) becomes the beneficial owner of shares
of the Company having 20 percent or more of the total number of votes that may
be cast for the election of directors of the Company, other than (x) as a result
of any acquisition directly from the Company, or (y) as a result of any
acquisition by any employee benefit plans (or related trusts) sponsored or
maintained by the Company or its Subsidiaries; or (ii) a change in the
composition of the Board such that the individuals who, as of the date hereof,
constitute the Board (the Board as of the date hereof shall be hereinafter
referred to as the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, for purposes of this Section,
that any individual who becomes a member of the Board subsequent to the date
hereof whose election, or nomination for election by the Company's shareholders,
was approved by a vote of at least a majority of those individuals who are
members of the Board and who were also members of the Incumbent Board (or deemed
to be such pursuant to this proviso) shall be considered as though such
individual were a member of the Incumbent Board; but, provided further, that any
such individual whose initial assumption of office occurs as a result of either
an actual or threatened election contest (as such terms are used in Rule 14a-11
of Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a person other
than the Board shall not be so considered as a member of the Incumbent Board.
1.06 Change of Control Date is the date on which an event described
in (i) or (ii) of Section 1.05 occurs.
1.07 Code means the Internal Revenue Code of 1986, and any
amendments thereto.
1.08 Commission means the Securities and Exchange Commission or any
successor agency.
1.09 Committee means the Compensation Committee of the Board.
<PAGE>
1.10 Common Stock means the Common Stock of the Company.
1.11 Company means LandAmerica Financial Group, Inc.
1.12 Exchange Act means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.
1.13 Fair Market Value means, on any given date, the closing price
of a share of Common Stock as reported on the New York Stock Exchange composite
tape on such day or, if the Common Stock was not traded on the New York Stock
Exchange on such day, then on the next preceding day that the Common Stock was
traded on such exchange, all as reported by such source as the Committee may
select.
1.14 Grant means the grant of an Option and/or an SAR.
1.15 Incentive Stock Option means an Option that is intended to
qualify as an "incentive stock option" under Section 422 of the Code.
1.16 Initial Value means, with respect to an SAR, the Fair Market
Value of one share of Common Stock on the date of grant, as set forth in the
Agreement.
1.17 Non-Qualified Stock Option means an option other than an
Incentive Stock Option.
1.18 Option means a stock option that entitles the holder to
purchase from the Company a stated number of shares of Common Stock at the price
set forth in an Agreement.
1.19 Option Price means the price per share for Common Stock
purchased on the exercise of an Option as provided in Article VI.
1.20 Participant means an officer, director or key employee of the
Company or of a Subsidiary who satisfies the requirements of Article IV and is
selected by the Committee to receive a Grant or an Award.
1.21 Phantom Stock means a bookkeeping entry on behalf of a
Participant by which his account is credited (but not funded) as though Common
Stock had been transferred to such account.
1.22 Plan means the LandAmerica Financial Group, Inc. 1991 Stock
Incentive Plan, as amended.
1.23 Restricted Stock means shares of Common Stock awarded to a
Participant under Article IX. Shares of Common Stock shall cease to be
Restricted Stock when, in accordance with the terms of the applicable Agreement,
they become transferable and free of substantial risks of forfeiture.
1.24 Rule 16b-3 means Rule 16b-3, as promulgated by the Commission
under Section 16(b) of the Exchange Act, as amended from time to time.
1.25 SAR means a stock appreciation right granted pursuant to this
Plan that entitles the holder to receive, with respect to each share of Common
Stock encompassed by the exercise of such SAR, the lesser of (a) the excess of
the Fair Market Value at the time of exercise over the
Page 2
<PAGE>
Initial Value of the SAR or (b) the Initial Value of the SAR; provided, that any
limited stock appreciation right granted by the Committee and exercisable upon a
Change of Control shall entitle the holder to receive, with respect to each
share of Common Stock encompassed by the exercise of such SAR, the higher of (x)
the highest sales price of a share of Common Stock as reported on the New York
Stock Exchange composite tape during the 60-day period prior to and including
the Change of Control Date, or (y) the highest price per share paid in a Change
of Control transaction, except that in the case of SARs related to Incentive
Stock Options, such price shall be based only on the Fair Market Value of the
Common Stock on the date that the Incentive Stock Option is exercised.
1.26 Securities Broker means the registered securities broker
acceptable to the Company who agrees to effect the cashless exercise of an
Option pursuant to Section 8.05 hereof.
1.27 Subsidiary means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if each of the
corporations in the chain (other than the last corporation) owns stock
possessing at least 50 percent of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
Article II
PURPOSES
The Plan is intended to assist the Company in recruiting and retaining
officers, directors and key employees with ability and initiative by enabling
such persons who contribute significantly to the Company or an Affiliate to
participate in its future success and to associate their interests with those of
the Company and its shareholders. The Plan is intended to permit the award of
Common Stock, Restricted Stock, and Phantom Stock, and the issuance of Options
qualifying as Incentive Stock Options or Non-Qualified Stock Options as
designated by the Committee at time of grant, and SARs. No Option that is
intended to be an Incentive Stock Option however, shall be invalid for failure
to qualify as an Incentive Stock Option under Section 422 of the Code but shall
be treated as a Non-Qualified Stock Option.
Article III
ADMINISTRATION
The Plan shall be administered by the Committee, which shall be
composed of two or more directors of the Company. The Committee shall have
authority to issue Grants and Awards upon such terms (not inconsistent with the
provisions of this Plan) as the Committee may consider appropriate. The terms of
such Grants and Awards may include conditions (in addition to those contained in
this Plan) on (i) the exercisability of all or part of an Option or SAR and (ii)
the transferability or forfeitability of Restricted Stock or Phantom Stock. In
addition, the Committee shall have complete authority to interpret all
provisions of this Plan; to prescribe the form of Agreements; to adopt, amend,
and rescind rules and regulations pertaining to the administration of the Plan;
and to make all other determinations necessary or advisable for the
administration of this Plan. To fulfill the purposes of the Plan without
amending the Plan, the Committee may also modify any Grants or Awards issued to
Participants who are nonresident aliens or employed outside of the United States
to recognize differences in local law, tax policy or custom.
The express grant in the Plan of any specific power to the Committee
shall not be construed as limiting any power or authority of the Committee. Any
decision made, or action taken, by the
Page 3
<PAGE>
Committee or in connection with the administration of this Plan shall be final
and conclusive. All expenses of administering this Plan shall be borne by the
Company.
Article IV
ELIGIBILITY
4.01 General. Any officer, director or employee of the Company or
of any Subsidiary (including any corporation that becomes a Subsidiary after the
adoption of this Plan) who, in the judgment of the Committee, has contributed
significantly or can be expected to contribute significantly to the profits or
growth of the Company or a Subsidiary may receive one or more Awards or Grants,
or any combination or type thereof. Employee and non-employee directors of the
Company are eligible to participate in this Plan.
4.02 Grants and Awards. The Committee will designate individuals to
whom Grants and/or Awards are to be issued and will specify the number of shares
of Common Stock subject to each such Grant or Award. An Option may be granted
alone or in addition to other Grants and/or Awards under the Plan. The Committee
shall have the authority to grant any Participant Incentive Stock Options,
Non-Qualified Stock Options or both types of Options (in each case with or
without a related SAR); provided, however, that Incentive Stock Options may be
granted only to employees of the Company and its subsidiaries (within the
meaning of Section 424(f) of the Code). An SAR may be granted with or without a
related Option. All Grants or Awards issued under this Plan shall be evidenced
by Agreements which shall be subject to applicable provisions of this Plan and
to such other provisions as the Committee may determine. No Participant may be
granted Options that are Incentive Stock Options, or related SARs (under all
Incentive Stock Option Plans of the Company and Affiliates) which are first
exercisable in any calendar year for stock having an aggregate Fair Market Value
(determined as of the date an Option is granted) exceeding $100,000.
4.03 Designation of Option as an Incentive Stock Option or
Non-Qualified Stock Option. The Committee will designate at the time an Option
is granted whether the Option is to be treated as an Incentive Stock Option or a
Non-Qualified Stock Option. In the absence, however, of any such designation,
such Option shall be treated as an Incentive Stock Option.
4.04 Qualification of Incentive Stock Option under Section 422 of
the Code. Anything in the Plan to the contrary notwithstanding, no term of the
Plan relating to Incentive Stock Options shall be interpreted, amended or
altered nor shall any discretion or authority granted under the Plan be
exercised so as to disqualify the Plan under Section 422 of the Code or, without
the consent of the optionee affected, to disqualify any Incentive Stock Option
under such Section 422.
Article V
STOCK SUBJECT TO PLAN
5.01 Maximum Number of Shares to be Awarded. Upon the exercise of
any Option (or tandem SAR), the award of Common Stock or Restricted Stock, or
the payment of an Award of Phantom Stock, the Company may deliver to the
Participant authorized but previously unissued shares of Common Stock or
previously issued shares of Common Stock reacquired by the Company. The maximum
aggregate number of shares of Common Stock available under the Plan for Grants
and Awards made prior to January 1, 1996, shall be 615,000. Commencing January
1, 1996, the maximum number of shares of Common Stock available under the Plan
for Grants and Awards made in each calendar year shall be one and one-half
percent (1.5%) of the shares of
Page 4
<PAGE>
Common Stock outstanding as of the first business day of each calendar year. The
shares of Common Stock available for Grants and Awards under the Plan in 1996
and in each year thereafter shall be increased by the number of shares of Common
Stock available for Grants and Awards under the Plan in previous years but not
covered by Grants and Awards under the Plan in prior years, plus any shares of
Common Stock as to which Grants and Awards under the Plan have terminated or
been forfeited. In no event shall more than 500,000 shares of Common Stock be
cumulatively available for Grants of Incentive Stock Options under the Plan.
Subject to the foregoing limitations, the maximum number of shares of Common
Stock available for Grants and Awards under the Plan is subject to adjustment as
provided in Article XI. If an Option is terminated, in whole or in part, for any
reason other than its exercise, the number of shares of Common Stock allocated
to the Option or portion thereof may be reallocated to other Option, SAR, Common
Stock, Restricted Stock or Phantom Stock Grants or Awards to be made under this
Plan. Any shares of Restricted Stock that are forfeited may be reallocated to
other Grants or Awards to be made under this Plan.
5.02 Independent SARs. Upon the exercise of an SAR granted
independently of an Option, the Company may deliver to the Participant
authorized but previously unissued Common Stock, cash, or a combination thereof
as provided in Section 8.03. The maximum aggregate number of shares of Common
Stock that may be issued pursuant to SARs that are granted independently of
Options is subject to the provisions of Section 5.01 hereof.
Article VI
OPTION PRICE
The price per share for Common Stock purchased on the exercise of an
Option shall be fixed by the Committee on the date of grant; provided, however,
that in the case of an Option that is an Incentive Stock Option, the price per
share shall not be less than the Fair Market Value on such date.
Article VII
EXERCISE OF OPTIONS
7.01 Maximum Option or SAR Period. The period in which an Option or
SAR may be exercised shall be determined by the Committee on the date of grant;
provided, however that an Incentive Stock Option or related SAR shall not be
exercisable after the expiration of 10 years from the date the Incentive Stock
Option was granted.
7.02 Nontransferability. Unless otherwise provided by the Committee
in an Agreement, any Option or SAR granted under this Plan shall be
nontransferable except by will or by the laws of descent and distribution. In
the event of any transfer by will or descent and distribution, the Option and
any related SAR must be transferred to the same person or persons, trust or
estate. During the lifetime of the Participant to whom a nontransferable
Incentive Stock Option or related SAR is granted, the Option or SAR may be
exercised only by the Participant. No right or interest of a Participant in any
Option or SAR shall be liable for, or subject to, any lien, obligation or
liability of such Participant.
7.03 Employee Status. For purposes of determining the applicability
of Section 422 of the Code (relating to Incentive Stock Options), or in the
event that the terms of any Grant provide that it may be exercised only during
employment or within a specified period of time after termination of employment,
the Committee may decide to what extent leaves of absence for
Page 5
<PAGE>
governmental or military service, illness, temporary disability, or other
reasons shall not be deemed interruptions of continuous employment.
Article VIII
METHOD OF EXERCISE
8.01 Exercise. Subject to the provisions of Articles VII and XII,
an Option or SAR may be exercised in whole at any time or in part from time to
time at such times and in compliance with such requirements as the Committee
shall determine; provided, however, that an SAR that is related to an Option may
be exercised only to the extent that the related Option is exercisable and when
the Fair Market Value exceeds the Option Price of the related Option. An Option
or SAR granted under this Plan may be exercised with respect to any number of
whole shares less than the full number for which the Option or SAR could be
exercised. Such partial exercise of an Option or SAR shall not affect the right
to exercise the Option or SAR from time to time in accordance with this Plan
with respect to remaining shares subject to the Option or related SAR. The
exercise of an Option shall result in the termination of the SAR to the extent
of the number of shares with respect to which the Option is exercised.
8.02 Payment. Unless otherwise provided by the Agreement, payment
of the Option Price shall be made in cash. If the Agreement provides, payment of
all or part of the Option Price (and any applicable withholding taxes) may be
made by the Participant surrendering shares of Common Stock to the Company or by
the Company withholding shares of Common Stock from the Participant upon
exercise, provided the shares surrendered or withheld have a Fair Market Value
(determined as of the day preceding the date of exercise) that is not less than
such price or part thereof and any such withholding taxes. In addition, the
Committee may establish such payment or other terms as it may deem to be
appropriate and consistent with these purposes.
8.03 Determination of Payment of Cash and/or Common Stock Upon
Exercise of SAR. At the Committee's discretion, the amount payable as a result
of the exercise of an SAR may be settled in cash, Common Stock, or a combination
of cash and Common Stock. No fractional shares shall be delivered upon the
exercise of an SAR but a cash payment will be made in lieu thereof.
8.04 Shareholder Rights. No participant shall have any rights as a
shareholder with respect to shares subject to his Option or SAR until the date
he exercises such Option or SAR.
8.05 Cashless Exercise. To the extent permitted under the
applicable laws and regulations, at the request of the Participant and with the
consent of the Committee, the Company agrees to cooperate in a "cashless
exercise" of the Option. The cashless exercise shall be effected by the
Participant delivering to the Securities Broker instructions to exercise all or
part of the Option, including instructions to sell a sufficient number of shares
of Common Stock to cover the costs and expenses associated therewith. The
Committee may permit a Participant to elect to pay any applicable withholding
taxes by requesting that the Company withhold the number of shares of Common
Stock equivalent at current market value to the withholding taxes due.
8.06 Cashing Out of Option. The Committee may elect to cash out all
or part of the portion of any Option to be exercised by paying the optionee an
amount, in cash or Common Stock, equal to the excess of the Fair Market Value of
the Common Stock that is the subject of the portion of the Option to be
exercised over the option price times the number of shares of Common Stock
subject to the portion of the Option to be exercised on the effective date of
such cash out.
Page 6
<PAGE>
Article IX
COMMON STOCK AND RESTRICTED STOCK
9.01 Award. In accordance with the provisions of Article IV, the
Committee will designate persons to whom an award of Common Stock and/or
Restricted Stock is to be made and will specify the number of shares of Common
Stock covered by such award or awards.
9.02 Vesting. In the case of Restricted Stock, on the date of the
award, the Committee may prescribe that the Participant's rights in the
Restricted Stock shall be forfeitable or otherwise restricted for a period of
time set forth in the Agreement and/or until certain financial performance
objectives are satisfied as determined by the Committee in its sole discretion.
Subject to the provisions of Article XII hereof, the Committee may award Common
Stock to a Participant which is not forfeitable and is free of any restrictions
on transferability.
9.03 Shareholder Rights. Prior to their forfeiture in accordance
with the terms of the Agreement and while the shares are Restricted Stock, a
Participant will have all rights of a shareholder with respect to Restricted
Stock, including the right to receive dividends, warrants and rights and vote
the shares; provided, however, that (i) a Participant may not sell, transfer,
pledge, exchange, hypothecate, or otherwise dispose of Restricted Stock, (ii)
the Company shall retain custody of the certificates evidencing shares of
Restricted Stock, and (iii) the Participant will deliver to the Company a stock
power, endorsed in blank, with respect to each award of Restricted Stock.
Article X
PHANTOM STOCK
10.01 Award. Pursuant to this Plan or an Agreement establishing
additional terms and conditions, the Committee may designate employees to whom
Awards of Phantom Stock may be made and will specify the number of shares of
Common Stock covered by the Award.
10.02 Vesting. The Committee may prescribe such terms and conditions
under which a Participant's right to receive payment for Phantom Stock shall
become vested.
10.03 Shareholder Rights. A Participant for whom Phantom Stock has
been credited generally shall have none of the rights of a shareholder with
respect to such Phantom Stock. However, a plan or Agreement for the use of
Phantom Stock may provide for the crediting of a Participant's Phantom Stock
account with cash or stock dividends declared with respect to Common Stock
represented by such Phantom Stock.
10.04 Payment. At the Committee's discretion, the amount payable to
a Participant for Phantom Stock credited to his account shall be made in cash,
Common Stock or a combination of both.
10.05 Nontransferability. Unless otherwise provided by the Committee
in an Agreement, any Phantom Stock awarded under this Plan shall be
nontransferable except by will or the laws of descent and distribution.
Page 7
<PAGE>
Article XI
ADJUSTMENT UPON CHANGE IN COMMON STOCK
Should the Company effect one or more (x) stock dividends, stock
split-ups, subdivisions or consolidations of shares or other similar changes in
capitalization; (y) spin-offs, spin-outs, split-ups, split-offs, or other such
distribution of assets to shareholders; or (z) direct or indirect assumptions
and/or conversions of outstanding Options due to an acquisition of the Company,
then the maximum number of shares as to which Grants and Awards may be issued
under this Plan shall be proportionately adjusted and their terms shall be
adjusted as the Committee shall determine to be equitably required. Any
determination made under this Article XI by the Committee shall be final and
conclusive.
The issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to any
Grant or Award.
Article XII
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Grant shall be exercisable, no Common Stock shall be issued, no
certificates for shares of Common Stock shall be delivered, and no payment shall
be made under this Plan except in compliance with all applicable Federal and
state laws and regulations (including, without limitation, withholding tax
requirements) and the rules of all domestic stock exchanges on which the
Company's shares may be listed or NASDAQ. The Company may rely on an opinion of
its counsel as to such compliance. Any share certificate issued to evidence
Common Stock for which a Grant is exercised or an Award is issued may bear such
legends and statements as the Committee may deem advisable to assure compliance
with Federal and state laws and regulations. No Grant shall be exercisable, no
Common Stock shall be issued, no certificate for shares shall be delivered, and
no payment shall be made under this Plan until the Company has obtained such
consent or approval as the Committee may deem advisable from regulatory bodies
having jurisdiction over such matters.
Article XIII
GENERAL PROVISIONS
13.01 Effect on Employment. Neither the adoption of this Plan, its
operation, nor any documents describing or referring to this Plan (or any part
thereof) shall confer upon any employee any right to continue in the employ of
the Company or a Subsidiary or in any way affect any right and power of the
Company or a Subsidiary to terminate the employment of any employee at any time
with or without assigning a reason therefor.
13.02 Unfunded Plan. The Plan, insofar as it provides for a Grant or
an award of Phantom Stock, is not required to be funded, and the Company shall
not be required to segregate any assets that may at any time be represented by a
Grant or an Award of Phantom Stock under this Plan.
Page 8
<PAGE>
13.03 Change of Control. Notwithstanding any other provision of the
Plan to the contrary, in the event of a Change of Control:
(a) Any outstanding Option, SAR (including any limited SAR) or Phantom
Stock which is not presently exercisable and vested as of a Change of Control
Date shall become fully exercisable and vested to the full extent of the
original grant upon such Change of Control Date.
(b) The restrictions applicable to any outstanding Restricted Stock
shall lapse, and such Restricted Stock shall become free of all restrictions and
become fully vested, nonforfeitable and transferable to the full extent of the
original grant. The Committee may also provide in an Agreement that a
Participant may elect, by written notice to the Company within 60 days after a
Change of Control Date, to receive, in exchange for shares that were Restricted
Stock immediately before the Change of Control Date, a cash payment equal to the
Fair Market Value of the shares surrendered on the last business day the Common
Stock is traded on the New York Stock Exchange prior to receipt by the Company
of such written notice.
13.04 Rules of Construction. Headings are given to the articles and
sections of this Plan for ease of reference. The reference to any statute,
regulation, or other provision of law shall be construed to refer to any
amendment to or successor of such provision of law.
13.05 Amendment. The Board may amend or terminate this Plan from
time to time; provided, however, that no amendment may become effective until
shareholder approval is obtained if the amendment (i) materially increases the
aggregate number of shares that may be issued pursuant to Options and Common
Stock and Restricted Stock awards, (ii) materially increases the benefits to
Participants under the Plan, or (iii) materially changes the requirements as to
eligibility for participation in the Plan. No amendment shall, without a
Participant's consent, adversely affect any rights of such Participant under any
Grant or Award outstanding at the time such amendment is made except such an
amendment made to cause the Plan or a Grant or Award to qualify for the Rule
16b-3 exemption.
13.06 Duration of Plan. No Grant or Award may be issued under this
Plan before November 1, 1991, or after October 31, 2000. Grants and Awards
issued on or after November 1, 1991, but on or before October 31, 2000, shall
remain valid in accordance with their terms.
13.07 Effective Date. This Plan was initially approved by the Board
of Directors and shareholders of the Company effective as of October 1, 1991.
Amendments to the Plan were approved by the Board of Directors and shareholders
of the Company effective as of May 16, 1995, by the Board of Directors of the
Company effective as of May 21, 1996, by the Executive Committee on behalf of
the Board effective as of November 1, 1996 and by the Board of Directors of the
Company effective as of June 16, 1998.
Page 9
Exhibits 5 and 23.1
[Williams, Mullen, Christian & Dobbins letterhead]
July 14, 1998
Board of Directors
LandAmerica Financial Group, Inc.
6630 West Broad Street
Richmond, Virginia 23230
Ladies and Gentlemen:
This letter is delivered to you in connection with the actions taken
and proposed to be taken by LandAmerica Financial Group, Inc., a Virginia
corporation (the "Company"), with respect to the offer and sale from time to
time pursuant to the LandAmerica Financial Group, Inc. 1991 Stock Incentive
Plan, as amended (the "Plan"), of up to 1,086,279 shares of the Company's Common
Stock, without par value, with associated rights to purchase Series A Junior
Participating Preferred Stock (together, the "Shares"). As counsel to the
Company, we have reviewed the registration statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission to effect the registration of the Shares under the
Securities Act of 1933 (the "Act").
In this regard, we have examined the Articles of Incorporation, as
amended, and Bylaws of the Company, records of proceedings of the Board of
Directors of the Company, the Plan and such other records and documents as we
have deemed necessary or advisable in connection with the opinions set forth
herein. In addition, we have relied as to certain matters on information
obtained from public officials, officers of the Company and other sources
believed by us to be reliable.
Based upon our examination and inquiries, we are of the opinion that
the Shares which constitute original issuance securities will, when issued
pursuant to the terms and conditions of the Plan, be validly issued, fully paid
and nonassessable. The foregoing opinion is limited to the laws of the
Commonwealth of Virginia and we express no opinion as to the effect of the laws
of any other jurisdiction.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us as counsel to the Company in
the Registration Statement. In giving such consent, we do not thereby admit that
we are persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Williams Mullen Christian & Dobbins, P.C.
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) to be filed on July 14, 1998 and the related Prospectus pertaining to the
LandAmerica Financial Group, Inc. 1991 Stock Incentive Plan of our report dated
March 5, 1998, with respect to the consolidated financial statements and
schedules of LandAmerica Financial Group, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Richmond, Virginia
July 7, 1998
