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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 1, 1999
(Date of earliest event reported)
LANDAMERICA FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Virginia 1-13990 54-1589611
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
101 Gateway Centre Parkway
Richmond, Virginia 23235-5153
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(804) 267-8000
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Item 5. Other Events.
Change in Transfer Agent. Effective June 1, 1999, Wachovia Bank, N.A.
("Wachovia") has withdrawn as transfer agent, registrar and dividend paying
agent for LandAmerica Financial Group, Inc. (the "Company"). By an agreement
effective as of June 1, 1999, the Company has appointed EquiServe Trust Company,
N.A. ("EquiServe") to serve as the Company's transfer agent, registrar and
dividend paying agent.
Amendment to Rights Agreement. In connection with the withdrawal by
Wachovia as the Company's transfer agent, registrar and dividend paying agent,
the Company, Wachovia and State Street Bank and Trust Company, the parent
company of EquiServe ("State Street"), have entered into a Second Amendment,
dated as of June 1, 1999 (the "Second Amendment"), to the Amended and Restated
Rights Agreement dated as of August 20, 1997 (the "Rights Agreement") between
the Company and Wachovia, as Rights Agent, as amended by the First Amendment to
Amended and Restated Rights Agreement, dated as of December 11, 1997, between
the Company and Wachovia. Pursuant to the Second Amendment, Wachovia has
withdrawn as Rights Agent and the Company has appointed State Street to serve as
a successor to the Rights Agent under the Rights Agreement. The Second Amendment
is attached hereto as an exhibit and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
No. Description
4.1 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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
LANDAMERICA FINANCIAL GROUP, INC.
(Registrant)
Date: June 6, 1999 By: /s/ Russell W. Jordan, III
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Russell W. Jordan, III
Senior Vice President and General Counsel
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Exhibit Index
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Exhibit
Number Document
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4.1 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.
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Exhibit 4.1
SECOND AMENDMENT
TO AMENDED AND RESTATED RIGHTS AGREEMENT
THIS SECOND AMENDMENT ("Second Amendment") to the Amended and Restated
Rights Agreement, dated as of August 20, 1997 (the "Amended and Restated Rights
Agreement"), between LandAmerica Financial Group, Inc., a Virginia corporation
(the "Company") and Wachovia Bank, N.A., as amended by the First Amendment to
Amended and Restated Rights Agreement, dated as of December 11, 1997, between
the Company and Wachovia Bank, N.A. (the "First Amendment" and, together with
the Amended and Restated Rights Agreement, the "Rights Agreement"), is made as
of this 1st day of June, 1999 among the Company, Wachovia Bank, N.A., as Rights
Agent (the "Rights Agent"), and State Street Bank and Trust Company, as
successor Rights Agent (the "Successor Rights Agent").
Pursuant to Section 27 of the Rights Agreement, the Company may from
time to time supplement or amend the Rights Agreement in accordance with the
provisions of Section 27 thereof. Pursuant to Section 21 of the Rights
Agreement, if the Rights Agent shall resign or be removed or shall otherwise
become incapable of acting, the Company shall appoint a successor to the Rights
Agent. The Rights Agent has informed the Company that in connection with the
execution of this Second Amendment it wishes to withdraw as Rights Agent. By
executing this Second Amendment, the Company accepts such withdrawal and
appoints the Successor Rights Agent to serve as a successor to the Rights Agent
under the Rights Agreement, as amended by this Second Amendment. By executing
this Second Amendment, the Successor Rights Agent accepts such appointment and
agrees to assume all duties, responsibilities and obligations as Rights Agent
under the Rights Agreement, as amended by this Second Amendment. All acts and
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things necessary to make this Second Amendment a valid agreement, enforceable
according to its terms, have been done and performed, and the execution and
delivery of this Second Amendment by the Company, the Rights Agent and the
Successor Rights Agent have been in all respects duly authorized by the Company,
the Rights Agent and the Successor Rights Agent.
In consideration of the foregoing and the mutual agreements set forth
herein, the parties hereto agree as follows:
1. As of the effective date of this Second Amendment, the Rights
Agent withdraws as Rights Agent under the Rights Agreement, as amended by this
Second Amendment.
2. The Company hereby appoints the Successor Rights Agent to
serve as the successor to the Rights Agent under the Rights Agreement, as
amended by this Second Amendment. The Successor Rights Agent hereby accepts such
appointment and assumes all duties, responsibilities and obligations as Rights
Agent under the Rights Agreement, as amended by this Second Amendment.
3. Section 1(e) of the Rights Agreement is amended to read as
follows:
(e) "Close of business" on any given date shall mean 5:00
P.M., Eastern time, on such date; provided, however, that if such date
is not a Business Day it shall mean 5:00 P.M., Eastern time, on the
next succeeding Business Day.
4. Section 2 of the Rights Agreement is amended to read as
follows:
Section 2. Appointment of Rights Agent. The Company hereby
appoints the Rights Agent to act as agent for the Company and the
holders of the Rights (who, in accordance with Section 3 hereof, shall
prior to the Distribution Date also be the holders of the Common
Shares) in accordance with the terms and conditions hereof, and the
Right Agent hereby accepts such appointment. The Company may from time
to time
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appoint such co-Rights Agents as it may deem necessary or desirable,
upon ten (10) days' prior written notice to the Rights Agent. The
Rights Agent shall have no duty to supervise, and shall in no event be
liable for, the acts or omissions of any such co-Rights Agent.
5. The fifth sentence of Section 21 of the Rights Agreement is
amended to read as follows:
Any successor Rights Agent, whether appointed by the Company
or by such a court, shall be a corporation or trust company organized
and doing business under the laws of the United States or of any state
of the United States, in good standing, which is authorized under such
laws to exercise corporate trust or stock transfer powers and is
subject to supervision or examination by federal or state authority,
and which has at the time of its appointment as Rights Agent a combined
capital and surplus of at least $50 million.
6. Section 26 of the Rights Agreement is amended to read as
follows:
Section 26. Notices. Notices or demands authorized by this
Agreement to be given or made by the Rights Agent or by the holder of
any Right Certificate to or on the Company shall be sufficiently given
or made if sent by first-class mail, postage prepaid, addressed (until
another address is filed in writing with the Rights Agent) as follows:
LandAmerica Financial Group, Inc.
101 Gateway Centre Parkway
Gateway One
Richmond, Virginia 23235-5153
Attention: Corporate Secretary
Subject to the provisions of Section 21 hereof, any notice or demand
authorized by this Agreement to be given or made by the Company or by
the holder of any Right Certificate
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to or on the Rights Agent shall be sufficiently given or made if sent
by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Company) as follows:
State Street Bank and Trust Company
c/o EquiServe Limited Partnership
150 Royall Street
Canton, Massachusetts 02021
Attention: Client Administration
Notices or demands authorized by this Agreement to be given or made by
the Company or the Rights Agent to the holder of any Right Certificate
shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed to such holder at the address of such holder
as shown on the registry books of the Company.
7. This Second Amendment to the Rights Agreement shall be
governed by and construed in accordance with the laws of the Commonwealth of
Virginia.
8. This Second Amendment to the Rights Agreement may be executed
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute one and the same instrument. Terms not
defined herein shall, unless the context otherwise requires, have the meanings
assigned to such terms in the Rights Agreement.
9. In all respects not inconsistent with the terms and provisions
of this Second Amendment to the Rights Agreement, the Rights Agreement is hereby
ratified, adopted, approved and confirmed. In executing and delivering this
Second Amendment, the Rights Agent and the Successor Rights Agent shall be
entitled to all the privileges and immunities afforded to the Rights Agent under
the terms and conditions of the Rights Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.
Attest: LANDAMERICA FINANCIAL GROUP, INC.
By: /s/ By: /s/
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WACHOVIA BANK, N.A.
Attest:
/s/ By: /s/
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Attest: STATE STREET BANK AND TRUST COMPANY
By: /s/ By: /s/
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