-----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, V7CdztpyoahFy9qAb8tFnL1C0l44LCC2GNc4feHPqntN57JdVg6pDfdjMejEDIhD fLD2l0POt64XdKlgSlw1QQ== 0001002105-99-000132.txt : 19991101 0001002105-99-000132.hdr.sgml : 19991101 ACCESSION NUMBER: 0001002105-99-000132 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991029 EFFECTIVENESS DATE: 19991029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANDAMERICA FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000877355 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 541589611 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-89959 FILM NUMBER: 99737505 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 S-8 1 S-8 - LANDAMERICA FINANCIAL GROUP, INC. As filed with the Securities and Exchange Commission on October 29, 1999. Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LANDAMERICA FINANCIAL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Virginia 54-1589611 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 101 Gateway Centre, Gateway One, Richmond, Virginia 23235-5153 (Address of Principal Executive Offices) (Zip Code) ------------------ LANDAMERICA FINANCIAL GROUP, INC. EXECUTIVE VOLUNTARY DEFERRAL PLAN (Full Title of the Plan) Russell W. Jordan, III, Esquire Senior Vice President and General Counsel LandAmerica Financial Group, Inc. 101 Gateway Centre, Gateway One Richmond, Virginia 23235-5153 (804) 267-8000 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) ----------- CALCULATION OF REGISTRATION FEE
============================================================================================================= Proposed Maximum Proposed Maximum Amount of Title of Securities Amount to be Offering Price per Aggregate Offering Registration to be Registered Registered Obligation Price Fee - ------------------------------------------------------------------------------------------------------------- Deferred Compensation Obligations (1).................. $8,000,000 (2) 100% $8,000,000 (2) $2,224 =============================================================================================================
(1) The Deferred Compensation Obligations are unsecured obligations of LandAmerica Financial Group, Inc. to pay deferred compensation in the future in accordance with the terms of the LandAmerica Financial Group, Inc. Executive Voluntary Deferral Plan. Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (2) Estimated solely for the purpose of calculating the registration fee. Such estimate has been computed in accordance with Rule 457(h) and is based upon an estimate of the amount of compensation to be deferred by participants. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents previously filed by the Registrant with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein by reference and made a part hereof: (1) the Registrant's Annual Report on Form 10-K (the "Form 10-K") for the fiscal year ended December 31, 1998, as amended by Form 10-K/A (Amendment No. 1) filed on April 2, 1999, File No. 1-13990; (2) the portions of the Registrant's definitive Proxy Statement for the Annual Meeting of Shareholders held on May 18, 1999 that have been incorporated by reference into the Form 10-K; (3) the Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and June 30, 1999, File No. 1-13990; (4) the Registrant's Current Reports on Form 8-K, filed on June 7, 1999 and September 21, 1999, File No. 1-13990; and (5) the description of the Registrant's Common Stock and associated preferred share purchase rights contained in the Registrant's Amendment No. 3 to Form 8-A, filed on June 7, 1999, File No. 1-13990. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. II-2 Item 4. Description of Securities The securities being registered are deferred compensation obligations ("Deferred Compensation Obligations") of the Registrant under the LandAmerica Financial Group, Inc. Executive Voluntary Deferral Plan (the "Plan"). The following description of the Deferred Compensation Obligations is qualified in its entirety by reference to the complete text of the Plan set forth as Exhibit 10.31 to the Registrant's Form 10-K for the year ended December 31, 1998. Capitalized terms used in this Item 4 and not otherwise defined in this Registration Statement shall have the respective meanings attributed to such terms in the Plan. The Deferred Compensation Obligations incurred by the Registrant under the Plan are unsecured general obligations of the Registrant, and will rank equally with other unsecured and unsubordinated indebtedness of the Registrant outstanding from time to time. The Plan is unfunded, and the Registrant is not required to set aside assets to be used for payment of the Deferred Compensation Obligations. Because the Registrant is a holding company and its principal assets are its operating subsidiaries, the Registrant's ability to make payments to Participants in connection with Deferred Compensation Obligations under the Plan may be subject to the availability of funds from such subsidiaries. In addition, the right of the Registrant (and hence the rights of creditors of the Registrant, including Participants in the Plan) to participate in a distribution of the assets of a subsidiary of the Registrant upon its liquidation or reorganization or otherwise necessarily is subject to the prior claims of creditors of the subsidiary, except to the extent that claims of the Company itself as a creditor may be recognized. Under the Plan, the Registrant will provide a select group of its executives who have the rank of Senior Vice-President or higher with the opportunity to elect to defer part or all of the Bonus payable to such executives during any Plan Year. The Registrant will establish a Deferred Cash Account and a Deferred Stock Unit Account for each executive who elects to participate in the Plan. A Participant may designate a fixed dollar amount or a percentage to be deducted from his or her Bonus ("Deferral Contribution") and shall indicate how the Deferral Contribution is to be allocated between the Participant's Deferred Cash Account and the Participant's Deferred Stock Unit Account. The maximum deferral during any Plan Year is 100% of the amount of any Bonus. Amounts credited to the Participant's Deferred Cash Account earn interest at the Rate of Return (initially 8%), subject to increase by the Compensation Committee. Except as otherwise provided in the Plan, a Participant's Deferred Stock Unit Account will be treated as if it were invested in Deferred Stock Units that are equivalent in value to the fair market value of the shares of the Registrant's common stock in accordance with the rules set forth in the Plan. A Participant who makes a Deferral Contribution for a given Plan Year into the Participant's Deferred Stock Unit Account is entitled to receive a Deferral Premium of additional Deferred Stock Units equal to 20% of the Participant's Deferral Contribution to his Deferred Stock Unit Account for such Plant Year. Before the Benefit Commencement Date, the number of Deferred Stock Units credited to a Participant's Deferred Stock Unit Account will be increased on each date on which a dividend is paid on the Registrant's common stock. The number of additional Deferred Stock Units credited to a Participant's Deferred Stock Unit Account as a result of such increase will be determined by (i) multiplying the total number of Deferred Stock Units (with fractional Deferred Stock Units rounded off to the nearest II-3 thousandth) credited to the Participant's Deferred Stock Unit Account immediately before such increase by the amount of the dividend paid per share of the Registrant's common stock on the dividend payment date, and (ii) dividing the product so determined by the Closing Price of the Registrant's common stock on the dividend payment date. The dollar value of the Deferred Stock Units credited to a Participant's Deferred Stock Unit Account on any date will be determined by multiplying the number of Deferred Stock Units (including fractional Deferred Stock Units) credited to the Participant's Deferred Stock Unit Account by the Closing Price on that date. The amounts deferred by Participants under the Plan represent an obligation of the Registrant to make payments to the Participants at some time in the future. The amount that the Registrant is required to pay to any Participant under the terms of the Plan is equal to the Deferral Contributions made by the Participant, as adjusted for hypothetical gains or losses attributable to the deemed investment of such Deferral Contributions in shares of the Registrant's common stock. The Participant's Deferral Cash Account and Deferred Stock Unit Account reflect the Deferral Contributions and the adjustments made thereto. The amounts payable to Participants under the Plan are distributed in accordance with the distribution provisions of the Plan. Generally, such distributions are made as of the Benefit Commencement Date specified in the Participant's Deferral Election. Payment of benefits may either be in a lump sum or in installments at the Participant's election. The Plan also provides for interim distributions of amounts payable from the Participant's Deferral Contribution Account and for withdrawal of Plan amounts in the event of a financial emergency. The Registrant is entitled to withhold all federal, state and local income, employment and other taxes required to be withheld by the Registrant in connection with payments to be made to Participants under the Plan. A Participant who elects to receive distribution of his Accounts in quarterly installments will not have his or her Deferred Stock Unit Account credited with Deferred Stock Units on or after the Benefit Commencement Date. On the Benefit Commencement Date, the Deferred Stock Unit Account of a Participant who has elected to receive his Deferral Benefit in quarterly installments will be converted to a Deferred Cash Account which shall be combined with the Participant's existing Deferred Cash Account. The Deferred Cash Account continues to accrue interest at the Rate of Return. Each Participant is at all times 100% vested in all Deferral Contributions, as well as in any appreciation (or depreciation) in the amount thereof due to appreciation or depreciation in the Registrant's common stock. However, the Participant shall forfeit a Deferral Premium (and any dividends credited to the Participant's Deferred Stock Unit Account as a result of such Deferred Premium) if the Participant leaves the Registrant's employ for any reason other than death, Disability, Retirement or a Change of Control before the second anniversary on which the Deferral Premium was awarded. The Registrant reserves the right to amend or terminate the Plan, provided that any such amendment does not decrease or restrict the value of a Participant's account balance under the Plan in existence at the time the amendment is made. Moreover, the Registrant reserves the right to II-4 unilaterally shorten the Deferral Period of any Participant, if it determines that to do so will be fair and equitable to the Participant. Item 5. Interests of Named Experts and Counsel Williams, Mullen, Clark & Dobbins, counsel to the Registrant, has rendered its opinion that the Deferred Compensation Obligations, when issued pursuant to the terms and conditions of the Plan, will be legal, valid and binding obligations of the Registrant. Theodore L. Chandler, Jr., a principal in Williams, Mullen, Clark & Dobbins, is a director of the Registrant and beneficially owned an aggregate of 9,648 shares of Common Stock as of October 8, 1999. Other attorneys employed by the firm beneficially owned an aggregate of 20,582 shares of the Registrant's Common Stock as of October 8, 1999. Item 6. Indemnification of Directors and Officers Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the "Code") permits a Virginia corporation to indemnify any director or officer for reasonable expenses incurred in any legal proceeding in advance of final disposition of the proceeding, if the director or officer furnishes the corporation a written statement of his good faith belief that he or she has met the standard of conduct prescribed by the Code, and a determination is made by the board of directors that such standard has been met. In a proceeding by or in the right of the corporation, no indemnification shall be made in respect of any matter as to which an officer or director is adjudged to be liable to the corporation, unless the court in which the proceeding took place determines that, despite such liability, such person is reasonably entitled to indemnification in view of all of the relevant circumstances. In any other proceeding, no indemnification shall be made if the director or officer is adjudged liable to the corporation on the basis that personal benefit was improperly received by him. Corporations are given the power to make any other or further indemnity, including advance of expenses, to any director or officer that may be authorized by the articles of incorporation or any bylaw made by the shareholders, or any resolution adopted, before or after the event, by the shareholders, except an indemnity against willful misconduct or a knowing violation of the criminal law. Unless limited by its articles of incorporation, indemnification of a director or officer is mandatory when he or she entirely prevails in the defense of any proceeding to which he or she is a party because he or she is or was a director or officer. The Articles of Incorporation of the Registrant contain provisions indemnifying the directors and officers of the Registrant to the full extent permitted by Virginia law. In addition, the Articles of Incorporation of the Registrant eliminate the personal liability of the Registrant's directors and officers to the Registrant or its shareholders for monetary damages to the full extent permitted by Virginia law. Item 7. Exemption from Registration Claimed Not applicable. II-5 Item 8. Exhibits The following exhibits are filed on behalf of the Registrant as part of this Registration Statement: 4.1 Articles of Incorporation of the Registrant, incorporated by reference to Exhibit 3A of the Registrant's Form 10 Registration Statement, as amended, File No. 0-19408. 4.2 Articles of Amendment of Articles of Incorporation of the Registrant, incorporated by reference to Exhibit 4.2 of the Registration Form 8-A Registration Statement, filed February 27, 1998, File No. 1-13990. 4.3 Bylaws of the Registrant, incorporated by reference to Exhibit 3B of the Registrant'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 Registrant 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 Registrant'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 Registrant and Wachovia Bank, N.A., as Rights Agent, incorporated by reference to Exhibit 4.1 of the Registrant'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 Registrant's Current Report on Form 8-K, dated June 1, 1999, File No. 1-13990. 4.7 Form of Common Stock Certificate, incorporated by reference to Exhibit 4.6 of the Registrant's Form 8-A Registration Statement, filed February 27, 1998, File No. 1-13990. 4.8 Form of 7% Series B Cumulative Convertible Preferred Stock certificate, incorporated by reference to Exhibit 4.7 of the Registrant's Form 8-A Registration Statement, filed February 27, 1998, File No. 1-13990. 4.9 LandAmerica Financial Group, Inc. Executive Voluntary Deferral Plan, incorporated by reference to Exhibit 10.31 of the Registrant's Form 10-K for the year ended December 31, 1998, File No. 1-13990. 5.1 Opinion of Williams, Mullen, Clark & Dobbins.* 23.1 Consent of Williams, Mullen, Clark & Dobbins (included in Exhibit 5.1).* II-6 23.2 Consent of Ernst & Young LLP.* 24 Powers of Attorney (included on Signature Page).* - ------------ *Filed herewith Item 9. Undertakings The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraph (1)(i) and (1)(ii) shall not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. II-7 (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 20th day of October, 1999. LANDAMERICA FINANCIAL GROUP, INC. By: /s/ Charles H. Foster, Jr. ------------------------------------ Charles H. Foster, Jr. Chairman and Chief Executive Officer POWER OF ATTORNEY Each of the undersigned hereby appoints Russell W. Jordan, III and John M. Carter, each of whom may act individually, as attorneys-in-fact and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, any and all amendments (including post-effective amendments) to this Registration Statement, with any schedules or exhibits thereto, and any and all supplements or other documents to be filed with the Securities and Exchange Commission pertaining to the registration of securities covered hereby, with full power and authority to do and perform any and all acts and things as may be necessary or desirable in furtherance of such registration. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Charles H. Foster, Jr. Chairman and Chief Executive October 20, 1999 - ---------------------------------------------- Officer and Director Charles H. Foster, Jr. /s/ Janet A. Alpert President and Director October 20, 1999 - ---------------------------------------------- Janet A. Alpert /s/ G. William Evans Executive Vice President October 20, 1999 - ---------------------------------------------- and Chief Financial Officer G. William Evans /s/ John R. Blanchard Senior Vice President - Corporate October 20, 1999 - ---------------------------------------------- Controller John R. Blanchard Signature Title Date --------- ----- ---- /s/ Herbert Wender Director October 20, 1999 - ---------------------------------------------- Herbert Wender /s/ Robert F. Norfleet, Jr. Director October 20, 1999 - ---------------------------------------------- Robert F. Norfleet, Jr. /s/ Eugene P. Trani Director October 20, 1999 - ---------------------------------------------- Eugene P. Trani /s/ Theodore L. Chandler, Jr. Director October 20, 1999 - ---------------------------------------------- Theodore L. Chandler, Jr. /s/ Marshall B. Wishnack Director October 20, 1999 - ---------------------------------------------- Marshall B. Wishnack Director October 20, 1999 - ---------------------------------------------- Michael Dinkins /s/ James Ermer Director October 20, 1999 - ---------------------------------------------- James Ermer /s/ John P. McCann Director October 20, 1999 - ---------------------------------------------- John P. McCann /s/ John Garnett Nelson Director October 20, 1999 - ---------------------------------------------- John Garnett Nelson Director October 20, 1999 - ---------------------------------------------- Lowell C. Freiberg Director October 20, 1999 - ---------------------------------------------- George E. Bello Director October 20, 1999 - ---------------------------------------------- Robert M. Steinberg
EXHIBIT INDEX TO FORM S-8 REGISTRATION STATEMENT ---------------------- Exhibit Number Description of Exhibit ------ ---------------------- 4.1 Articles of Incorporation of the Registrant, incorporated by reference to Exhibit 3A of the Registrant's Form 10 Registration Statement, as amended, File No. 0-19408. 4.2 Articles of Amendment of Articles of Incorporation of the Registrant, incorporated by reference to Exhibit 4.2 of the Registration Form 8-A Registration Statement, filed February 27, 1998, File No. 1-13990. 4.3 Bylaws of the Registrant, incorporated by reference to Exhibit 3B of the Registrant'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 Registrant 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 Registrant'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 Registrant and Wachovia Bank, N.A., as Rights Agent, incorporated by reference to Exhibit 4.1 of the Registrant'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 Registrant's Current Report on Form 8-K, dated June 1, 1999, File No. 1-13990. 4.7 Form of Common Stock Certificate, incorporated by reference to Exhibit 4.6 of the Registrant's Form 8-A Registration Statement, filed February 27, 1998, File No. 1-13990. 4.8 Form of 7% Series B Cumulative Convertible Preferred Stock certificate, incorporated by reference to Exhibit 4.7 of the Registrant's Form 8-A Registration Statement, filed February 27, 1998, File No. 1-13990. 4.9 LandAmerica Financial Group, Inc. Executive Voluntary Deferral Plan, incorporated by reference to Exhibit 10.31 of the Registrant's Form 10-K for the year ended December 31, 1998, File No. 1-13990. 5.1 Opinion of Williams, Mullen, Clark & Dobbins.* 23.1 Consent of Williams, Mullen, Clark & Dobbins (included in Exhibit 5.1).* 23.2 Consent of Ernst & Young LLP.* 24 Powers of Attorney (included on Signature Page).* - ------------ *Filed herewith EX-5 2 EXHIBIT 5.1 AND EXHIBIT 23.1 Exhibits 5.1 and 23.1 [WILLIAMS, MULLEN, CLARK & DOBBINS LETTERHEAD] October 29, 1999 The Board of Directors LandAmerica Financial Group, Inc. 101 Gateway Centre Parkway, Gateway One Richmond, Virginia 23235-5153 Re: LandAmerica Financial Group, Inc. Executive Voluntary Deferral Plan Ladies and Gentlemen: This letter is delivered to you in connection with the actions taken and proposed to be taken by LandAmerica Financial Group, Inc., a Virginia corporation (the "Company"), with respect to the offer and sale from time to time pursuant to the LandAmerica Financial Group, Inc. Executive Voluntary Deferral Plan (the "Plan"), of unsecured obligations of the Company to pay deferred compensation in the future in accordance with the terms of the Plan (the "Deferred Compensation Obligations"). We have reviewed the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission to effect the registration of the Deferred Compensation Obligations under the Securities Act of 1933, as amended. In this regard, we have examined such corporate proceedings, records and documents as we have deemed necessary or advisable in connection with the opinions set forth herein. Based upon such examination, it is our opinion that the Deferred Compensation Obligations, when issued pursuant to the Registration Statement and the terms and conditions of the Plan, will be legal, valid and binding obligations of the Company under the laws of the Commonwealth of Virginia. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm as counsel to the Company in the Registration Statement. Very truly yours, Williams, Mullen, Clark & Dobbins, P.C. By: /s/ Robert E. Spicer, Jr. --------------------------------- Robert E. Spicer, Jr. EX-23 3 EXHBIT 23.2 Exhibit 23.2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) dated October 29, 1999 and the related Prospectus pertaining to the LandAmerica Financial Group, Inc. Executive Voluntary Deferral Plan of our report dated February 23, 1999, with respect to the consolidated financial statements and schedules of LandAmerica Financial Group, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Richmond, Virginia October 29, 1999 -----END PRIVACY-ENHANCED MESSAGE-----