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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: July 26, 2000
(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.
LandAmerica Financial Group, Inc. (the "Company") and State Street Bank
and Trust Company, the parent company of EquiServe ("State Street"), have
entered into a Third Amendment, dated as of July 26, 2000 (the "Third
Amendment"), to the Amended and Restated Rights Agreement dated as of August 20,
1997 (the "Rights Agreement") between the Company and Wachovia Bank, N.A., as
Rights Agent ("Wachovia"), as amended by the First Amendment to Amended and
Restated Rights Agreement, dated as of December 11, 1997, between the Company
and Wachovia and by the Second Amendment to Amended and Restated Rights
Agreement, dated as of June 1, 1999, between the Company, Wachovia and State
Street, as successor Rights Agent.
Pursuant to the Third Amendment, the Company has clarified the
definition of "Acquiring Person" to include any person who is the beneficial
owner of any shares of the Company's common stock, without par value ("Common
Stock"), and who engages in a business combination transaction with Reliance
Insurance Company ("RIC") or any of its affiliates that results in such person
being or becoming the beneficial owner, on the effective date of such
transaction, of (i) such shares of Common Stock and (ii) the shares of Common
Stock and the Company's 7% Series B Cumulative Convertible Preferred Stock,
without par value, issued to RIC in connection with the terms of the Company's
acquisition of Commonwealth Land Title Insurance Company and Transnation Title
Insurance Company from RIC in February 1998.
The Third 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
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4.1 Third Amendment to Amended and Restated Rights
Agreement, dated as of July 26, 2000, between the
Company and State Street Bank and Trust Company, as
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: August 4, 2000 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 Third Amendment to Amended and Restated Rights
Agreement, dated as of July 26, 2000, between the
Company and State Street Bank and Trust Company, as
Rights Agent.
