SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LANDAMERICA FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Virginia 54-1589611
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
101 Gateway Centre Parkway
Richmond, Virginia 23235-5153
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of
pursuant to Section 12(b) of the securities pursuant to Section 12(g)
Exchange Act and is effective pursuant of the Exchange Act and is effective
to General Instruction A.(c), please pursuant to General Instruction
check the following box. [ ] A.(d), please check the following
box. [ ]
Securities Act registration statement file number to which this form
relates:
---------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, no par value New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
none
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
LandAmerica Financial Group, Inc., a Virginia corporation (the
"Company"), hereby amends in its entirety the following items of its
registration statement on Form 8-A dated September 29, 1995, and filed with the
Securities and Exchange Commission on October 2, 1995 (the "Form 8-A"), as
amended by Amendment No. 1 to the Form 8-A, dated August 29, 1997, and filed
with the Securities and Exchange Commission on September 2, 1997, and Amendment
No. 2 to the Form 8-A, dated December 23, 1997, and filed with the Securities
and Exchange Commission on December 23, 1997.
Item 1. Description of Registrant's Securities to be Registered.
The following description of the capital stock of the Company is
qualified in its entirety by reference to applicable provisions of Virginia law
and the Company's Articles of Incorporation (the "Company's Charter") and
Bylaws, the complete text of which are on file with the Securities and Exchange
Commission (the "Commission"). The Company's authorized capital stock consists
of 5,000,000 shares of preferred stock, without par value (the "Preferred
Stock"), and 45,000,000 shares of common stock, without par value (the "Common
Stock").
Common Stock
The holders of Common Stock are entitled to one vote for each share on
all matters voted on by shareholders, including elections of directors, and,
except as otherwise required by law or provided in any resolution adopted by the
Board of Directors with respect to any series of Preferred Stock, the holders of
such shares exclusively possess all voting power. The Company's Charter does not
provide for cumulative voting in the election of directors. Subject to any
preferential rights of any outstanding series of Preferred Stock created by the
Board of Directors from time to time, the holders of Common Stock are entitled
to such dividends as may be declared from time to time by the Board of Directors
from funds available therefor, and upon liquidation are entitled to receive pro
rata all assets of the Company available for distribution to such holders.
Preferred Stock
Under the Company's Charter, the Board of Directors, without
shareholder approval, is authorized to issue shares of Preferred Stock in one or
more series and to designate, with respect to each such series of Preferred
Stock, the number of shares in each such series, the dividend rates, preferences
and date of payment, voluntary and involuntary liquidation preferences, the
availability of redemption and the prices at which it may occur, whether or not
dividends shall be cumulative and, if cumulative, the date or dates from which
the same shall be cumulative, the sinking fund provisions, if any, for
redemption or purchase of shares, the rights, if any, and the terms and
conditions on which shares can be converted into or exchanged for shares of any
other class or series, and the voting rights, if any. Any Preferred Stock issued
may be senior to the Common Stock as to dividends and as to distribution in the
event of liquidation, dissolution or
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winding up of the Company. The ability of the Board of Directors to issue
Preferred Stock, while providing flexibility in connection with possible
acquisitions and other corporate purposes, could, among other things, adversely
affect the voting power of holders of Common Stock.
The Board of Directors has authorized and reserved 200,000 shares of
Series A Junior Participating Preferred Stock, without par value (the "Series A
Preferred Stock"), for issuance upon the exercise of the preferred share
purchase rights (the "Rights") described below. See "Preferred Share Purchase
Rights." The Board of Directors has further authorized 2,200,000 shares of 7%
Series B Cumulative Convertible Preferred Stock, without par value (the "Series
B Preferred Stock"), all of which were issued to Reliance Insurance Company
("RIC"), pursuant to a Stock Purchase Agreement by and among the Company,
Lawyers Title Insurance Corporation, RIC and Reliance Group Holdings, Inc. dated
as of August 20, 1997 (the "Stock Purchase Agreement"), as amended and restated
by an Amended and Restated Stock Purchase Agreement by and among such parties,
dated as of December 11, 1997 (the "Amended and Restated Stock Purchase
Agreement"), pursuant to which the Company acquired all of the issued and
outstanding shares of the capital stock of Commonwealth Land Title Insurance
Company and Transnation Title Insurance Company (the "Acquisition"). See "Series
B Preferred Stock."
The creation and issuance of any other series of Preferred Stock, and
the relative rights and preferences of such series, if and when established,
will depend upon, among other things, the future capital needs of the Company,
then-existing market conditions and other factors that, in the judgment of the
Board of Directors, might warrant the issuance of Preferred Stock.
Preemptive Rights
No holder of any share of Common Stock or Preferred Stock has any
preemptive right to subscribe to any securities of the Company of any kind or
class.
Preferred Share Purchase Rights
Each outstanding share of Common Stock (a "Common Share") has
associated with it one Right. Each Right entitles the registered holder to
purchase from the Company one one-hundredth of a share of Series A Preferred
Stock (a "Series A Preferred Share") at a price of $85 (the "Purchase Price")
per one one-hundredth of a Series A Preferred Share, subject to adjustment. The
terms of the Rights were originally set forth in a Rights Agreement, dated
October 1, 1991, between the Company and Sovran Bank, N.A., as Rights Agent, as
amended by the Amendment to Rights Agreement, dated June 22, 1992, between the
Company, NationsBank, N.A. (formerly Sovran Bank, N.A.) and Wachovia Bank of
North Carolina, N.A., as successor Rights Agent. The terms of the Rights are
currently set forth in the Amended and Restated Rights Agreement, dated August
20, 1997 (the "Amended and Restated Rights Agreement"), between the Company and
Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina, N.A.) as Rights
Agent ("Wachovia"), as amended by the First Amendment to Amended and Restated
Rights Agreement, dated December 11, 1997, between the Company and Wachovia (the
"First Amendment"), and the Second Amendment to Amended and Restated Rights
Agreement, dated June 1, 1999, between the Company, Wachovia and State Street
Bank and Trust Company (the
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"Second Amendment" and, together with the Amended and Restated Rights Agreement
and the First Amendment, the "Rights Agreement").
The Rights will be evidenced by Common Share certificates until the
earlier to occur of (i) 10 days following a public announcement that a person or
group of affiliated or associated persons have acquired beneficial ownership of
20% or more of the outstanding Common Shares (an "Acquiring Person") or (ii) 10
business days (or such later date as may be determined by action of the Board of
Directors prior to such time as any person or group of affiliated or associated
persons becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 20% or more of the outstanding Common Shares (the earlier of such dates
being called the "Distribution Date"). As defined in the Rights Agreement, an
Acquiring Person is not deemed to include RIC, or any Affiliate of RIC by virtue
of (i) the approval, execution, delivery or performance of the Stock Purchase
Agreement or the Voting and Standstill Agreement (as defined in the Stock
Purchase Agreement), (ii) the approval, execution, delivery or performance of
the Amended and Restated Stock Purchase Agreement or the Voting and Standstill
Agreement (as defined in the Amended and Restated Stock Purchase Agreement), or
(iii) the acquisition of Common Shares or shares of Series B Preferred Stock by
RIC or any Affiliate of RIC as provided in the Rights Agreement.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferable
with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after August 20, 1997 upon transfer or new issuance of Common Shares will
contain a legend incorporating by reference the terms of the Rights Agreement
(as such may be amended from time to time). Notwithstanding the absence of the
aforementioned legend or the existence of an earlier form of legend,
certificates evidencing Common Shares outstanding on or prior to August 20, 1997
shall also evidence one Right for each Common Share evidenced thereby. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares outstanding as of
August 20, 1997, even without such legend, will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on August 20, 2007 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Series A Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Series A Preferred Shares, (ii) upon the grant to holders of the Series A
Preferred Shares of certain rights or warrants to subscribe for or purchase
Series A Preferred
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Shares at a price, or securities convertible into Series A Preferred Shares with
a conversion price, less than the then-current market price of the Series A
Preferred Shares or (iii) upon the distribution to holders of the Series A
Preferred Shares of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained earnings or dividends
payable in Series A Preferred Shares) or of subscription rights or warrants
(other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths
of a Series A Preferred Share issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the Common Shares or a
stock dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Series A Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Series A Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend equal to 100 times the dividend declared per Common Share.
In the event of liquidation, the holders of the Series A Preferred Shares will
be entitled to a minimum preferential liquidation payment of $100 per share but
will be entitled to an aggregate payment equal to 100 times the payment made per
Common Share. Each Series A Preferred Share will have 100 votes, voting together
with the Common Shares. Finally, in the event of any merger, consolidation or
other transaction in which Common Shares are exchanged, each Series A Preferred
Share will be entitled to receive an amount equal to 100 times the amount
received per Common Share. These rights are protected by customary antidilution
provisions.
Because of the nature of the Series A Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth interest in a
Series A Preferred Share purchasable upon exercise of each Right should
approximate the value of one Common Share.
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold after a person or group has become an Acquiring Person, proper
provision shall be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock of the acquiring company
that at the time of such transaction will have a market value of two times the
exercise price of the Right.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision shall be made so that each
holder of a Right, other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive, upon
the exercise thereof at the then current exercise price of the Right, that
number of Common Shares having a market value of two times the exercise price of
the Right.
At any time after any person or group of affiliated or associated
persons becomes an Acquiring Person and prior to the acquisition by such person
or group of 50% or more of the
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outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group, that will have
become void), in whole or in part, at an exchange ratio of one Common Share, or
one one-hundredth of a Series A Preferred Share, per Right (subject to
adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Series A Preferred Shares will be issued
(other than fractions that are integral multiples of one one-hundredth of a
Series A Preferred Share, which may, at the election of the Company, be
evidenced by depository receipts), and in lieu thereof an adjustment in cash
will be made based on the market price of the Series A Preferred Shares on the
last trading day prior to the date of exercise.
At any time prior to the time that any person or group becomes an
Acquiring Person, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such time on such basis
and with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate, and the only right of the holders of Rights will be
to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, except that (i) the
Rights Agreement prohibits certain amendments that would make RIC or any
Affiliate of RIC an Acquiring Person and (ii) from and after such time as any
person or group of affiliated or associated persons becomes an Acquiring Person,
the Rights Agreement provides that no such amendment may adversely affect the
interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The foregoing summary of certain terms of the Rights is qualified in
its entirety by reference to the Amended and Restated Rights Agreement, the
First Amendment and the Second Amendment, copies of which have been filed with
the Commission.
Series B Preferred Stock
General. The following summary is a brief description of the terms of
the Series B Preferred Stock issued to RIC in the Acquisition. The description
of the Series B Preferred Stock is qualified in its entirety by reference to the
exhibit to the Articles of Amendment to the Company's Charter that contain the
designation of the Series B Preferred Stock, the complete text of which is on
file with the Commission.
Dividend Rights. The holders of Series B Preferred Stock will be
entitled to receive when and as declared by the Board of Directors, out of funds
legally available therefor, quarterly cumulative cash dividends at an annual
rate of 7% of the stated value of $50 per share, or $3.50 per share. Such
dividends will be payable on the last day of March, June, September and
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December of each year, commencing on the date on which shares of the Series B
Preferred Stock are initially issued by the Company (the "Initial Issuance
Date").
Dividends on the Series B Preferred Stock will be cumulative. As a
result, if the Board of Directors chooses not to declare a dividend on the
Series B Preferred Stock for a particular dividend period, holders of the Series
B Preferred Stock will retain the right to receive that dividend in the future.
The Board of Directors may declare dividends that are in arrears at any time.
The Series B Preferred Stock will be senior to the Common Stock and the
Series A Preferred Stock. Accordingly, no dividends may be declared, paid or set
aside, on the Common Stock and the Series A Preferred Stock unless all dividends
on the Series B Preferred Stock, including all unpaid dividends for past
periods, have been paid in cash or cash sums sufficient therefor have been set
aside.
Each dividend on the Series B Preferred Stock will be payable to
holders of record as of the 15th day of the month in which the dividend is
payable or such other date as may be fixed by the Board of Directors, which date
shall not be less than 10 days or more than 30 days prior to the date of
payment.
Holders of the Series B Preferred Stock will not be entitled to receive
any dividends in excess of the dividends described above and, except as provided
in the provisions of the Series B Preferred Stock, will not be entitled to
participate in the earnings or assets of the Company.
Conversion Rights. Shares of the Series B Preferred Stock will be
convertible at any time at the option of the holder into fully-paid and
nonassessable shares of Common Stock at a conversion price of $22.80 per share
of Common Stock (equivalent to a Conversion Ratio of approximately 2.193 shares
of Common Stock for each share of Series B Preferred Stock), subject to
adjustment as described below (the "Conversion Price").
To protect against dilution, the Conversion Price will be subject to
adjustment from time to time upon certain events, including the issuance of
Common Stock as a dividend or distribution on shares of Common Stock, splits or
combinations of outstanding shares of Common Stock, the issuance to holders of
Common Stock generally of options, rights or warrants to subscribe for Common
Stock or other securities of the Company at less than the current market price
of the Common Stock, or the issuance of Common Stock upon the exercise of the
Rights.
If the Company (i) consolidates with or merges into any other person
and is not the continuing or surviving corporation of such consolidation or
merger, (ii) permits any other person to consolidate with or merge into the
Company and the Company is the continuing or surviving person but, in connection
with such consolidation or merger, the Common Stock is changed into or exchanged
for stock or other securities of any other person or cash or any other property,
(iii) transfers all or substantially all of the assets or property of the
Company to any other person, or (iv) effects a capital reorganization or
reclassification of the Common Stock (other than a capital reorganization or
reclassification resulting in the issue of additional shares of Common Stock for
which adjustment in the Conversion Price is required to be made), then there
will be no
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adjustment of the Conversion Price, but each holder of Series B Preferred Stock,
upon the conversion thereof at any time after the consummation of such
consolidation, merger, exchange, sale, transfer, reorganization or
reclassification, shall be entitled to receive (at the Conversion Price in
effect at the time of such consummation) the kind and amount of shares of stock
and other securities, cash and property that the holder would have owned or been
entitled to receive immediately after such consolidation, merger, exchange,
sale, transfer, reorganization or reclassification if such share had been
converted immediately before such event.
Upon conversion of any shares of Series B Preferred Stock, the holder
thereof shall remain entitled to receive any unpaid dividends in respect of the
shares so converted, provided that such holder held such shares on the date for
determination of holders of the Series B Preferred Stock entitled to receive
payment of such dividends.
Fractional shares of Common Stock will not be delivered upon
conversion. Instead, a cash adjustment will be paid in respect of such
fractional interest, in an amount equal to the Conversion Price as of the date
of conversion multiplied by such fractional interest.
Limitation on RIC's Conversion Rights. The right of RIC and its
affiliates to convert shares of Series B Preferred Stock into shares of Common
Stock will be subject to additional restrictions. The Series B Preferred Stock
held by RIC and its affiliates shall not be convertible into shares of Common
Stock until such time as RIC and its affiliates have sold, conveyed or
transferred all of the 4,039,473 Shares of Common Stock offered hereby and such
additional shares of Common Stock that the Company may issue with respect to
such shares pursuant to any stock splits, stock dividends, recapitalizations,
restructurings, reclassifications or similar transactions or pursuant to the
exercise of any Rights. RIC and its affiliates shall not be subject to such
restriction in the event that (i) the Company calls for the redemption of the
Series B Preferred Stock held by RIC or (ii) either the Company declares a
regular quarterly dividend on the Common Stock of $.40 or more per share during
any calendar year, or the Company declares one or more non-regular dividends on
the Common Stock during any calendar year in an aggregate amount of $.50 or more
per share, or the Company declares dividends on the Common Stock, whether
regular or non-regular, in an aggregate amount of $1.60 or more per share during
any calendar year. If the Company calls for redemption less than all of the
Series B Preferred Stock held by RIC and its affiliates, then RIC and its
affiliates shall be entitled to convert into shares of Common Stock only that
number of the Series B Preferred Stock that have been so called for redemption.
Furthermore, in the event that the Board of Directors has approved any
negotiated tender or exchange offer with a third party or approved any merger,
consolidation, share exchange, business combination, restructuring,
recapitalization or similar transaction involving the Company in which the
holders of Common Stock are entitled to tender or exchange their holdings of
Common Stock for, or to otherwise receive for their holdings of Common Stock,
other consideration (whether cash, non-cash or some combination thereof), the
Company will either (i) permit RIC and its affiliates to convert all of the
Series B Preferred Stock then held by them contingent upon, and effective as of,
the closing of such transaction and without the right of RIC or any of its
affiliates to vote the shares of Common Stock received upon any such conversion
on any matter in connection with such transaction, or (ii) make appropriate
provision to provide to
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RIC and any of its affiliates holding Series B Preferred Stock as of the closing
date of such transaction the same kind and amount of consideration receivable by
the holders of the Common Stock in such transaction. If the Company elects to
make such appropriate provision, RIC and its affiliates shall not be entitled
thereafter to receive any shares of stock, other securities, cash or property
with respect to such shares of the Series B Preferred Stock with respect to
which full payment of the consideration has been received.
Redemption. At any time on or after the fifth anniversary of the
Initial Issuance Date, the Company, at the option of the Board of Directors, may
redeem all or part of the outstanding shares of the Series B Preferred Stock
upon the specified notice. If less than all of the outstanding shares of Series
B Preferred Stock are to be redeemed, the Company shall redeem a pro rata
portion from each holder of Series B Preferred Stock.
If the Company elects to redeem the Series B Preferred Stock on or
after the fifth anniversary of the Initial Issuance Date, the Company shall pay
the stated value of $50.00 per share plus a premium over such $50.00, which
premium shall be 4.0% on the fifth anniversary of the Initial Issuance Date and
decline by 1.0% per year over the next five years. At that time and thereafter,
the Series B Preferred Stock may be redeemed at $50.00 per share. The Company
shall also pay upon redemption all accrued and unpaid dividends to and including
the dated fixed for redemption. The Series B Preferred Stock places no limits on
the source of funds to be used for any redemption of the Series B Preferred
Stock.
No shares of Series B Preferred Stock may be redeemed, unless all
dividends on the Series B Preferred Stock have been declared and paid or
declared and a sum sufficient for the payment thereof set apart for payment for
all prior dividend periods and the current dividend period; provided, however,
that the foregoing shall not prevent the purchase or acquisition of shares of
Series B Preferred Stock by the Company pursuant to a purchase or acquisition
made on the same terms to holders of all outstanding shares of Series B
Preferred Stock.
Liquidation. In the event of any voluntary or involuntary dissolution,
liquidation, or winding up of the Company, the holders of shares of Series B
Preferred Stock shall be entitled to be paid, out of the assets of the Company
available for distribution to its shareholders, before any payment shall be made
in respect of the Common Stock or any other class of stock of the Company
ranking junior to the Series B Preferred Stock, a liquidation preference equal
to $50.00 per share plus accrued and unpaid dividends to the date of such
payment. If, upon such dissolution, liquidation or winding up, the amounts
payable as the liquidation preference to holders of Series B Preferred Stock and
any other shares of stock ranking as to such distribution on a parity with the
Series B Preferred Stock are not paid in full, the holders of Series B Preferred
Stock and of such other shares will share ratably in any such distribution of
assets in proportion to the liquidation preference that each holder is entitled
to receive.
Voting. The holders of Series B Preferred Stock will not be entitled to
vote at any meeting of the Company's shareholders, except as required by the
Virginia Stock Corporation Act and as described below.
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Whenever dividends on any shares of Series B Preferred Stock shall be
in arrears for six or more quarterly periods, whether or not consecutive, the
holders of such shares, voting separately as a class, will be entitled to vote
for the election of two additional directors to the Company's Board of Directors
at a special meeting called by the holders of record of at least 10% of the
Series B Preferred Stock so in arrears or at the next annual meeting of
shareholders, if such request is received less than 60 days before the date
fixed for the next annual meeting of the shareholders. Such holders will
continue to be entitled to vote for the election of two additional directors at
each subsequent annual meeting until all dividends accumulated on such shares of
Series B Preferred Stock for past dividend periods and the then current dividend
period shall have been fully paid in cash. Each such director elected as
described above shall be elected by the affirmative vote of the holders of
record of a majority of the shares of Series B Preferred Stock present and
voting at such meeting, which has been called, held and conducted in accordance
with the terms of the Series B Preferred Stock. Each such director shall serve
as a director until all dividends accumulated on such shares of Series B
Preferred Stock for past dividend periods and the then current dividend period
shall have been fully paid in cash, at which time the term of each such director
shall terminate and the number of directors shall be reduced accordingly.
The holders of Series B Preferred Stock will be entitled to one vote
per share on matters subject to a vote by such holders.
Certain Provisions of the Company's Charter and Bylaws
The Company's Charter and Bylaws contain provisions which may have the
effect of delaying or preventing a change in control of the Company. The
Company's Charter and Bylaws provide: (i) for division of the Board of Directors
into three classes, with one class elected each year to serve a three-year term;
(ii) that directors may be removed only for cause and only upon the affirmative
vote of the holders of at least 80% of the outstanding shares entitled to vote;
(iii) that a vacancy on the Board of Directors shall be filled by the remaining
directors; and (iv) that the affirmative vote of the holders of at least 80% of
the outstanding shares entitled to vote is required to alter, amend or repeal
the foregoing provisions. The Company's Bylaws require advance notification for
a shareholder to bring business before a shareholders' meeting or to nominate a
person for election as a director. The Company's Charter and Bylaws provide
that, subject to the rights of holders of any series of Preferred Stock, special
meetings of shareholders may be called only by the Chairman of the Board or a
majority of the total number of directors which the Board of Directors would
have if there were no vacancies, and may not be called by the shareholders. The
business permitted to be conducted at any special meeting of shareholders is
limited to the business brought before the meeting by or at the direction of the
Board of Directors.
The Company's Charter also contains an "affiliated transaction
provision" that provides that, in the event that holders of Common Stock are
entitled to vote on certain transactions, a supermajority of at least 80% of all
the votes that the holders of Common Stock are entitled to cast thereon shall be
required for the approval of such transactions. Such supermajority approval
would be required for (i) a merger or consolidation involving any person or
entity who directly or indirectly owns or controls 10% or more of the voting
power of the Company (an "Interested Shareholder") at the record date for
determining shareholders entitled to vote and (ii) a sale, lease or exchange of
substantially all of the Company's assets or property to or with an Interested
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Shareholder, or for the approval of a sale, lease or exchange of substantially
all of the assets or property of an Interested Shareholder to or with the
Company. In addition, the Company's Charter provides that the same 80% vote
shall be required for the approval of certain transactions including a
reclassification of securities, recapitalization or other transaction designed
to decrease the number of holders of Common Stock after any person or entity has
become an Interested Shareholder. Notwithstanding the foregoing, the
supermajority approval requirement does not apply to any transaction that is
approved by the Board of Directors prior to the time that the Interested
Shareholder becomes an Interested Shareholder. Upon consummation of the
Acquisition, RIC and its affiliates became Interested Shareholders within the
meaning of these provisions. However, the supermajority approval requirement
does not apply to the Acquisition because of its prior approval by the Board of
Directors.
The shares of Common Stock and Preferred Stock authorized by the
Company's Charter provide the Board of Directors with as much flexibility as
possible in using such shares for corporate purposes. However, these additional
shares may also be used by the Board of Directors to deter future attempts to
gain control of the Company. The Board of Directors has sole authority to
determine the terms of any series of the Preferred Stock, including voting
rights, conversion rates and liquidation preferences. As a result of the ability
to fix voting rights for a series of Preferred Stock, the Board of Directors has
the power to issue a series of Preferred Stock to persons friendly to management
in order to attempt to block a post-tender offer merger or other transaction by
which a third party seeks a change in control of the Company.
The foregoing provisions of the Company's Charter and Bylaws are
intended to prevent inequitable shareholder treatment in a two-tier takeover and
to reduce the possibility that a third party could effect a sudden or surprise
change in majority control of the Board of Directors without the support of the
incumbent Board of Directors, even if such a change were desired by, or would be
beneficial to, a majority of the Company's shareholders. Such provisions
therefore may have the effect of discouraging certain unsolicited offers for the
Company's capital stock.
Item 2. Exhibits.
Number Description
4.1 Articles of Incorporation, incorporated by reference to Exhibit 3A
of the Company's Form 10 Registration Statement, as amended, File
No. 0-19408.
4.2 Articles of Amendment of the Articles of Incorporation of the
Company, incorporated by reference to Exhibit 4.2 of the Company'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 Company's
Form 10 Registration Statement, as amended, File No. 0-19408.
-11-
<PAGE>
4.4 Amended and Restated Rights Agreement, dated as of August 20, 1997,
between the Company 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
Company'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 Company and Wachovia Bank, N.A.,
as Rights Agent, incorporated by reference to Exhibit 4.1 of the
Company'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
Company's Current Report on Form 8-K, dated June 1, 1999, File No.
1-13990.
4.7 Form of Common Stock Certificate.
4.8 Form of 7% Series B Cumulative Convertible Preferred Stock
certificate, incorporated by reference to Exhibit 4.7 of the
Company's Form 8-A Registration Statement, filed February 27, 1998,
File No. 1-13990.
-12-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
LANDAMERICA FINANCIAL GROUP, INC.
Dated: June 6, 1999 By: /s/ Russell W. Jordan, III
-----------------------------------------
Russell W. Jordan, III
Senior Vice President and General Counsel
-13-
<PAGE>
Exhibit Index
Number Description
- ------ -----------
4.1 Articles of Incorporation, incorporated by reference to Exhibit
3A of the Company's Form 10 Registration Statement, as amended,
File No. 0-19408.
4.2 Articles of Amendment of the Articles of Incorporation of the
Company, incorporated by reference to Exhibit 4.2 of the
Company'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 Company'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 Company 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 Company'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 Company and Wachovia Bank,
N.A., as Rights Agent, incorporated by reference to Exhibit 4.1
of the Company'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 Company's Current Report on Form 8-K, dated June 1, 1999,
File No. 1-13990.
4.7 Form of Common Stock Certificate.
4.8 Form of 7% Series B Cumulative Convertible Preferred Stock
certificate, incorporated by reference to Exhibit 4.7 of the
Company's Form 8-A Registration Statement, filed February 27,
1998, File No. 1-13990.
Exhibit 4.7
<TABLE>
<CAPTION>
<S> <C>
COMMON STOCK
NUMBER THIS CERTIFICATE IS TRANSFERABLE SHARES
LA IN BOSTON, MA. AND NEW YORK, N.Y. [PICTURE OF WOMAN
HOLDING GLOBE]
INCORPORATED UNDER THE LAWS CUSIP 514936 10 3
OF THE COMMONWEALTH OF VIRGINIA SEE REVERSE FOR CERTAIN DEFINITIONS
LANDAMERICA FINANCIAL GROUP, INC.
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK (WITHOUT PAR VALUE) OF
[CORPORATE SEAL LandAmerica Financial Group, Inc. (the "Corporation") transferable on the books
OF LANDAMERICA of the Corporation, by the owner hereof in person or by duly authorized attorney
FINANCIAL upon surrender of this certificate properly endorsed. This certificate and the
GROUP, INC.] shares represented hereby are subject to all of the terms, conditions and
limitations of the Articles of Incorporation of the Corporation and all
amendments thereto.
This Certificate is not valid until countersigned by the Transfer Agent
and registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
COUNTERSIGNED AND REGISTERED:
EQUISERVE TRUST COMPANY, N.A.
(BOSTON, MA) TRANSFER AGENT
AND REGISTRAR
BY /s/ Russell W. Jordan, III /s/ Charles H. Foster, Jr.
AUTHORIZED SIGNATURE SECRETARY CHAIRMAN AND CHIEF EXECUTIVE OFFICER
</TABLE>
<PAGE>
LANDAMERICA FINANCIAL GROUP, INC.
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON WRITTEN REQUEST, AND
WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS,
AND RELATIVE RIGHTS OF EACH CLASS OF STOCK AND THE VARIATIONS IN RIGHTS,
PREFERENCES, AND LIMITATIONS DETERMINED FOR EACH SERIES OF STOCK WHICH THE
CORPORATION IS AUTHORIZED TO ISSUE. REQUESTS MAY BE DIRECTED TO LANDAMERICA
FINANCIAL GROUP, INC., 101 GATEWAY CENTRE PARKWAY, GATEWAY ONE, RICHMOND,
VIRGINIA 23235.
THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS
AS SET FORTH IN AN AMENDED AND RESTATED RIGHTS AGREEMENT BETWEEN THE CORPORATION
AND WACHOVIA BANK, N.A., DATED AS OF AUGUST 20, 1997 (AS SUCH MAY BE AMENDED
FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY
INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL
EXECUTIVE OFFICES OF THE CORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH
IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES
AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL
TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE
AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, AS SET
FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO ANY PERSON WHO BECOMES AN
ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) MAY BECOME NULL AND VOID.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - ___________Custodian____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act_____________
tenants in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For value received, _____________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_____________________________________
| |
|_____________________________________|_________________________________________
________________________________________________________________________________
Please print or typewrite name and address including postal zip code of assignee
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________________Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint______________________________________________
________________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.
Dated_________________________________
_______________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
SIGNATURE(S) GUARANTEED: _______________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCK-BROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
