LANDAMERICA FINANCIAL GROUP INC
10-K/A, 1999-04-02
TITLE INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                                   FORM 10-K/A
                                (Amendment No. 1)
    

              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 1998

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                           COMMISSION FILE NO. 1-13990

                        LANDAMERICA FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

                  Virginia                             54-1589611
       (State or other jurisdiction of               (IRS Employer
       incorporation or organization)             Identification No.)

         101 Gateway Centre Parkway
             Richmond, Virginia                        23235-5153
  (Address of principal executive offices)             (Zip Code)

                                 (804) 267-8000
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

        Title of Securities                Name of Exchange on Which Registered
    Common Stock, no par value                     New York Stock Exchange
  Preferred Stock Purchase Rights                  New York Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act:
               7% Series B Cumulative Convertible Preferred Stock

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes _X_ No ___

   
         The aggregate  market value of voting stock held by  non-affiliates  of
the  registrant  on March 16,  1999 was  approximately  $384,828,000.  Executive
officers and directors of the registrant and beneficial  owners of more than 10%
of the Common Stock are considered  affiliates for purposes of this  calculation
but should not necessarily be deemed affiliates for any other purpose.
    
   
         The number of shares of Common Stock, without par value, outstanding on
March 16, 1999 was 15,317,002.
    
         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements incorporated by reference in Part III of this Form 10-K. [ X ]

                       DOCUMENTS INCORPORATED BY REFERENCE
         Portions of the definitive  proxy statement for the 1999 Annual Meeting
of  Shareholders  (to be filed)  are  incorporated  by  reference  into Part III
hereof.


<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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, thereunto duly authorized.


                            LANDAMERICA FINANCIAL GROUP, INC.



                            By:  /s/ Russell W. Jordan, III   
                                 ---------------------------------------------
                                 Russell W. Jordan, III
April 2, 1999                    Senior Vice President and General Counsel



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