As filed with the Securities and Exchange Commission on October 29, 1999.
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)
101 Gateway Centre, Gateway One, Richmond, Virginia 23235-5153
(Address of Principal Executive Offices) (Zip Code)
------------------
LANDAMERICA FINANCIAL GROUP, INC.
SAVINGS AND STOCK OWNERSHIP PLAN
(Full Title of the Plan)
Russell W. Jordan, III, Esquire
Senior Vice President and General Counsel
LandAmerica Financial Group, Inc.
101 Gateway Centre, Gateway One
Richmond, Virginia 23235-5153
(804) 267-8000
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
-----------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed
Title of Securities Amount to be Proposed Maximum Maximum Aggregate Amount of
to be Registered(1) Registered (2) Offering Price per Share (3) Offering Price (3) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value............ 1,600,000 $18.66 $29,856,000 $8,300
Rights to Purchase Series A Junior
Participating Preferred Stock....... 1,600,000 (4) (4) (4)
====================================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) 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.
(3) Pursuant to Rule 457(h), the registration fee is based on the average of
the high ($18.75) and low ($18.56) prices reported on the New York Stock
Exchange on October 25, 1999.
(4) 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 documents previously filed by the Registrant with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934 (the "Exchange Act") are incorporated herein by reference and made a part
hereof:
(1) the Registrant's Annual Report on Form 10-K (the "Form 10-K")
for the fiscal year ended December 31, 1998, as amended by
Form 10-K/A (Amendment No. 1) filed on April 2, 1999, File No.
1-13990;
(2) the portions of the Registrant's definitive Proxy Statement
for the Annual Meeting of Shareholders held on May 18, 1999
that have been incorporated by reference into the Form 10-K;
(3) the Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999 and June 30, 1999, File No.
1-13990;
(4) the Registrant's Current Reports on Form 8-K, filed on June 7,
1999 and September 21, 1999, File No. 1-13990;
(5) the description of the Registrant's Common Stock and
associated preferred share purchase rights contained in the
Registrant's Amendment No. 3 to Form 8-A, filed on June 7,
1999, File No. 1-13990; and
(6) the Annual Report of the LandAmerica Financial Group, Inc.
Savings and Stock Ownership Plan on Form 11-K for the plan
year ended December 31, 1998, File No. 1-13990.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 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 documents. Any statement contained herein or in a 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 earlier 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.
II-2
<PAGE>
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Williams, Mullen, Clark & 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, Clark & Dobbins, is a director of the
Registrant and beneficially owned an aggregate of 9,648 shares of Common Stock
as of October 8, 1999. Other attorneys employed by the firm beneficially owned
an aggregate of 20,582 shares of the Registrant's Common Stock as of October 8,
1999.
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.
II-3
<PAGE>
Item 8. Exhibits
The following exhibits are filed on behalf of the Registrant as part of
this Registration Statement:
4.1 Articles of Incorporation of the Registrant, 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 Articles of Incorporation of the
Registrant, incorporated by reference to Exhibit 4.2 of the
Registration Form 8-A Registration Statement, filed February
27, 1998, File No. 1-13990.
4.3 Bylaws of the Registrant, 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 Second Amendment to Amended and Restated Rights Agreement,
dated as of June 1, 1999, between the Company, Wachovia Bank,
N.A., as Rights Agent, and State Street Bank and Trust
Company, as Successor Rights Agent, incorporated by reference
to Exhibit 4.1 of the Registrant's Current Report on Form 8-K,
dated June 1, 1999, File No. 1-13990.
4.7 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.
4.8 Form of 7% Series B Cumulative Convertible Preferred Stock
certificate, incorporated by reference to Exhibit 4.7 of the
Registrant's Form 8-A Registration Statement, filed February
27, 1998, File No. 1-13990.
5.1 Opinion of Williams, Mullen, Clark & Dobbins.*
II-4
<PAGE>
5.2 Internal Revenue Service determination letter, dated October
11, 1994, with respect to qualification of the Lawyers Title
Insurance Corporation Savings and Stock Ownership Plan under
Section 401 of the Internal Revenue Code, incorporated by
reference to Exhibit 5.2 of the Registrant's Form S-8
Registration Statement, filed March 28, 1996, File No. 333-
02884.
23.1 Consent of Williams, Mullen, Clark & Dobbins (included in
Exhibit 5.1).*
23.2 Consent of Ernst & Young LLP.*
24 Powers of Attorney (included on Signature Page).*
- ------------
*Filed herewith
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
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; and
(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;
II-5
<PAGE>
provided, however, that paragraph (1)(i) and (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 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.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 20th
day of October, 1999.
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 attorneys-in-fact and agents
for the undersigned, with full power of substitution, for and in the name, place
and stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, any and all amendments
(including post-effective amendments) to this Registration Statement, with any
schedules or exhibits thereto, and any and all supplements or 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 as may be necessary or desirable in
furtherance of such registration.
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 October 20, 1999
- ---------------------------------------------- Officer and Director
Charles H. Foster, Jr.
/s/ Janet A. Alpert President and Director October 20, 1999
- ----------------------------------------------
Janet A. Alpert
/s/ G. William Evans Executive Vice President October 20, 1999
- ---------------------------------------------- and Chief Financial Officer
G. William Evans
/s/ John R. Blanchard Senior Vice President - Corporate October 20, 1999
- ---------------------------------------------- Controller
John R. Blanchard
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Herbert Wender Director October 20, 1999
- ----------------------------------------------
Herbert Wender
/s/ Robert F. Norfleet, Jr. Director October 20, 1999
- ----------------------------------------------
Robert F. Norfleet, Jr.
/s/ Eugene P. Trani Director October 20, 1999
- ----------------------------------------------
Eugene P. Trani
/s/ Theodore L. Chandler, Jr. Director October 20, 1999
- ----------------------------------------------
Theodore L. Chandler, Jr.
/s/ Marshall B. Wishnack Director October 20, 1999
- ----------------------------------------------
Marshall B. Wishnack
Director October 20, 1999
- ----------------------------------------------
Michael Dinkins
/s/ James Ermer Director October 20, 1999
- ----------------------------------------------
James Ermer
/s/ John P. McCann Director October 20, 1999
- ----------------------------------------------
John P. McCann
/s/ John Garntt Nelson Director October 20, 1999
- ----------------------------------------------
John Garnett Nelson
Director October 20, 1999
- ----------------------------------------------
Lowell C. Freiberg
Director October 20, 1999
- ----------------------------------------------
George E. Bello
Director October 20, 1999
- ----------------------------------------------
Robert M. Steinberg
</TABLE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
Lawyers Title Insurance Corporation, as Plan Administrator, 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 October
20, 1999.
LAWYERS TITLE INSURANCE CORPORATION
By: /s/ Ross W. Dorneman
-------------------------------------
Ross W. Dorneman
Senior Vice President and Director of
Human Resources
<PAGE>
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
----------------------
Exhibit
Number Description of Exhibit
------ ----------------------
4.1 Articles of Incorporation of the Registrant, 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 Articles of Incorporation of the
Registrant, incorporated by reference to Exhibit 4.2 of the
Registration Form 8-A Registration Statement, filed February
27, 1998, File No. 1-13990.
4.3 Bylaws of the Registrant, 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 Second Amendment to Amended and Restated Rights Agreement,
dated as of June 1, 1999, between the Company, Wachovia Bank,
N.A., as Rights Agent, and State Street Bank and Trust
Company, as Successor Rights Agent, incorporated by reference
to Exhibit 4.1 of the Registrant's Current Report on Form 8-K,
dated June 1, 1999, File No. 1-13990.
4.7 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.
4.8 Form of 7% Series B Cumulative Convertible Preferred Stock
certificate, incorporated by reference to Exhibit 4.7 of the
Registrant's Form 8-A Registration Statement, filed February
27, 1998, File No. 1-13990.
5.1 Opinion of Williams, Mullen, Clark & Dobbins.*
<PAGE>
5.2 Internal Revenue Service determination letter, dated October
11, 1994, with respect to qualification of the Lawyers Title
Insurance Corporation Savings and Stock Ownership Plan under
Section 401 of the Internal Revenue Code, incorporated by
reference to Exhibit 5.2 of the Registrant's Form S-8
Registration Statement, filed March 28, 1996, File No. 333-
02884.
23.1 Consent of Williams, Mullen, Clark & Dobbins (included in
Exhibit 5.1).*
23.2 Consent of Ernst & Young LLP.*
24 Powers of Attorney (included on Signature Page).*
- ------------
*Filed herewith
Exhibits 5.1 and 23.1
[WILLIAMS, MULLEN, CLARK & DOBBINS LETTERHEAD]
October 29, 1999
The Board of Directors
LandAmerica Financial Group, Inc.
101 Gateway Centre Parkway, Gateway One
Richmond, Virginia 23235-5153
Re: LandAmerica Financial Group, Inc. Savings and Stock Ownership Plan
Ladies and Gentlemen:
This letter is in reference to the Registration Statement on Form S-8
dated October 29, 1999 to be filed by LandAmerica Financial Group, Inc., a
Virginia corporation (the "Company"), with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Registration
Statement"). The Registration Statement relates to 1,600,000 shares of Common
Stock, without par value (the "Shares"), which Shares are proposed to be offered
and sold from time to time pursuant to the terms of the Company's Savings and
Stock Ownership Plan (the "Plan").
We have examined such corporate proceedings, records and documents as
we have deemed necessary or advisable in connection with the opinions set forth
herein.
Based upon such examination, it is our opinion that the Shares which
constitute original issuance securities, when issued pursuant to the
Registration Statement and the terms and conditions of the Plan, will be validly
issued, fully paid and nonassessable under the laws of the Commonwealth of
Virginia.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm as counsel to the
Company in the Registration Statement.
Very truly yours,
Williams, Mullen, Clark & Dobbins, P.C.
By: /s/ Robert E. Spicer, Jr.
-----------------------------------
Robert E. Spicer, Jr.
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) dated October 29, 1999 and the related Prospectus pertaining to the
LandAmerica Financial Group, Inc. Savings and Stock Ownership Plan of our
reports (a) dated February 23, 1999, with respect to the consolidated financial
statements and schedules of LandAmerica Financial Group, Inc. included in its
Annual Report (Form 10-K) and (b) dated June 11, 1999, with respect to the
financial statements and schedules of the LandAmerica Financial Group, Inc.
Savings and Stock Ownership Plan included in the Plan's Annual Report (Form
11-K), both for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Richmond, Virginia
October 29, 1999
