-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DM9vw0YZ12J9XJLNtnlXYFiMfqjJvZIGAkINK6XUL14g5noLlNaWxAN+Zfj5YVOr muP2R40+sN8Cx+kbfsXYZw== /in/edgar/work/20000807/0001002105-00-000093/0001002105-00-000093.txt : 20000921 0001002105-00-000093.hdr.sgml : 20000921 ACCESSION NUMBER: 0001002105-00-000093 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000726 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANDAMERICA FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000877355 STANDARD INDUSTRIAL CLASSIFICATION: [6361 ] IRS NUMBER: 541589611 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13990 FILM NUMBER: 687514 BUSINESS ADDRESS: STREET 1: 101 GATEWAY CENTRE PARKWAY STREET 2: GATEWAY ONE CITY: RICHMOND STATE: VA ZIP: 23235 BUSINESS PHONE: 8042678000 MAIL ADDRESS: STREET 1: PO BOX 27567 STREET 2: PO BOX 27567 CITY: RICHMOND STATE: VA ZIP: 23261 FORMER COMPANY: FORMER CONFORMED NAME: LAWYERS TITLE CORP DATE OF NAME CHANGE: 19930328 8-K 1 0001.txt 8-K - LANDAMERICA FINANCIAL GROUP, INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- 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 ================================================================================ 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 --- ----------- 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. -2- 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 ----------------------------------------- Russell W. Jordan, III Senior Vice President and General Counsel -3- Exhibit Index ------------- Exhibit Number Document - ------ -------- 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. EX-4 2 0002.txt EXHIBIT 4.1 Exhibit 4.1 THIRD AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT THIS 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 "Agreement"), as amended by the First Amendment thereto dated as of December 11, 1997, and by the Second Amendment thereto dated as of June 1, 1999 (the Agreement, together with the First and Second Amendments thereto, the "Amended and Restated Rights Agreement"), is made between LandAmerica Financial Group, Inc., a Virginia corporation (the "Company"), and State Street Bank and Trust Company (the "Rights Agent"). The Company and the Rights Agent desire to amend the Agreement pursuant to and in accordance with Section 27 thereof, as set forth herein. Accordingly, the parties hereto agree as follows: 1. Section 1(a) of the Agreement is amended to read as follows: (a) "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 20% or more of the Common Shares (as such term is hereinafter defined) of the Company then outstanding, but shall not include the Company, any Subsidiary (as such term is hereinafter defined) of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan. Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 20% or more of the Common Shares of the Company then outstanding; provided, however, that if a Person shall become the Beneficial Owner of 20% or more of the Common Shares of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional Common Shares of the Company, then such Person shall be deemed to be an "Acquiring Person." Notwithstanding anything in this Agreement to the contrary, RIC (as such term is hereinafter defined) and any Affiliate of RIC shall not be, or be deemed to be, an Acquiring Person by virtue of (i) the approval, execution, delivery or performance of the Stock Purchase Agreement (as such term is hereinafter defined) or the Voting and Standstill Agreement (as such term is defined in the Stock Purchase Agreement), (ii) the approval, execution, delivery or performance of the Amended and Restated Stock Purchase Agreement (as such term is hereinafter defined) or the Voting and Standstill Agreement (as such term is defined in the Amended and Restated Stock Purchase Agreement), or (iii) the acquisition of the Transaction Shares (as such term is hereinafter defined) by RIC or any Affiliate of RIC; provided, however, that the provisions of this sentence (other than this proviso) shall not be applicable in the event (i) RIC or any Affiliate of RIC becomes the Beneficial Owner of any Common Shares of the Company or of any Series B Preferred Shares (as such term is hereinafter defined) other than the Transaction Shares, or (ii) any Person who is the Beneficial Owner of any Common Shares engages in any business combination transaction with RIC or any Affiliate of RIC (or any successor in interest to RIC or any Affiliate of RIC) resulting in such Person being or becoming the Beneficial Owner, on the effective date of such transaction, of (x) the Transaction Shares and (y) any such Common Shares. Notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an "Acquiring Person," as defined pursuant to the foregoing provisions of this paragraph (a), has become such inadvertently, and such Person (or its Affiliate or Associate, as the case may be) divests as promptly as practicable a sufficient number of Common Shares so that such Person would no longer be an "Acquiring Person," as defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed to be an "Acquiring Person" for any purposes of this Agreement. 2. Except as amended hereby, the Amended and Restated Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 3. Unless otherwise defined herein, all defined terms used herein shall have the same meanings given to them in the Amended and Restated Rights Agreement. 4. This Third Amendment to Amended and Restated Rights Agreement shall be deemed to be a contract made under the laws of the Commonwealth of Virginia and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 5. This Third Amendment to Amended and Restated Rights Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. The parties hereto acknowledge and agree that original signatures delivered by facsimile transmission shall be accepted as original to evidence execution of this Third Amendment to Amended and Restated Rights Agreement. 6. In all respects not inconsistent with the terms and provisions of this Third Amendment to Amended and Restated Rights Agreement, the Amended and Restated Rights -2- Agreement is hereby ratified, adopted, approved and confirmed. In executing and delivering this Third Amendment to Amended and Restated Rights Agreement, the Rights Agent shall be entitled to all the privileges and immunities afforded to the Rights Agent under the terms and conditions of the Amended and Restated Rights Agreement. [SIGNATURES ON NEXT PAGE] -3- IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Amended and Restated Rights Agreement to be duly executed and attested, all as of the day and year first above written. Attest: LANDAMERICA FINANCIAL GROUP, INC. By: /s/ By: /s/ ------------------------------ ------------------------------- Title: Title: ------------------------------ ------------------------------- Attest: STATE STREET BANK AND TRUST COMPANY By: /s/ By: /s/ ------------------------------ ------------------------------- Title: Title: ------------------------------ ------------------------------- -4- -----END PRIVACY-ENHANCED MESSAGE-----