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, 2000
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, 2001 was approximately $614.6 million. Executive
officers and directors of the registrant 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, 2001 was 17,995,954.
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. [ ]
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the 2001 Annual Meeting
of Shareholders (to be filed) are incorporated by reference into Part III
hereof.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) (1), (2) and (3). The response to this portion of Item 14 is submitted
as a separate section of this report.
(b) Reports on Form 8-K
None.
(c) Exhibits - The response to this portion of Item 14 is submitted as a
separate section of this report.
(d) Financial Statement Schedules - The response to this portion of Item
14 is submitted as a separate section of this report.
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/ G. William Evans
-----------------------------------
G. William Evans
June 29, 2001 Executive Vice President and
Chief Financial Officer
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEMS 14 (a)(1), (2) AND (3), (c) AND (d)
INDEX OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FINANCIAL STATEMENT SCHEDULES
CERTAIN EXHIBITS
YEAR ENDED DECEMBER 31, 2000
LANDAMERICA FINANCIAL GROUP, INC.
RICHMOND, VIRGINIA
[Only the Index to Exhibits, with added Exhibit 18, is included
in this section for purposes of the amended report]
ITEM 14(a)(3)
INDEX TO EXHIBITS
Exhibit Number
and Applicable
Section of Item 601 of
Regulation S-K Document
-------------- --------
3.1 Articles of Incorporation, incorporated by reference to Exhibit
3A of the Registrant's Form 10 Registration Statement, as
amended, File No. 0-19408.
3.2 Articles of Amendment of the Articles of Incorporation of the
Registrant, incorporated by reference to Exhibit 4.2 of the
Registrant's Form 8-A Registration Statement, filed February 27,
1998, File No. 1-13990.
3.3 Bylaws, incorporated by reference to Exhibit 3B of the
Registrant's Form 10 Registration Statement, as amended, File
No. 0-19408.
4.1 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.
4.2 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.
4.3 Second Amendment to Amended and Restated Rights Agreement, dated
as of June 1, 1999, between the Registrant, 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.
4.4 Third Amendment to Amended and Restated Rights Agreement, dated
as of July 26, 2000, between the Registrant and State Street
Bank and Trust Company, as Rights Agent, incorporated by
reference to Exhibit 4.1 of the Registrant's Current Report on
Form 8-K, dated July 26, 2000, File No. 1-13990.
4.5 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.
4.6 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.
10.1 Lawyers Title Insurance Corporation Deferred Income Plan,
incorporated by reference to Exhibit 10C of the Registrant's
Form 10 Registration Statement, as amended, File No. 0-19408.
ITEM 14(a)(3)
INDEX TO EXHIBITS
Exhibit Number
and Applicable
Section of Item 601 of
Regulation S-K Document
-------------- --------
10.2 Lawyers Title Insurance Corporation Benefit Replacement Plan,
incorporated by reference to Exhibit 10M of the Registrant's
Form 10 Registration Statement, as amended, File No. 0-19408.
10.3 Lawyers Title Insurance Corporation Supplemental Pension Plan,
incorporated by reference to Exhibit 10B of the Registrant's
Form 10 Registration Statement, as amended, File No. 0-19408.
10.4 Lawyers Title Corporation 1992 Stock Option Plan for
Non-Employee Directors, as amended May 21, 1996, incorporated by
reference to Exhibit 10.5 of the Registrant's Form 10-Q for the
quarter ended June 30, 1996, File No. 1-13990.
10.5 Lawyers Title Insurance Corporation Senior Executive Severance
Agreement, incorporated by reference to Exhibit 10G of the
Registrant's Form 10 Registration Statement, as amended, File
No. 0-19408.
10.6 Lawyers Title Corporation Change of Control Employment
Agreement, incorporated by reference to Exhibit 10.12 of the
Registrant's Form 10-K for the year ended December 31, 1994,
File No. 0-19408.
10.7 Lawyers Title Insurance Corporation Change of Control Employment
Agreement, incorporated by reference to Exhibit 10.13 of the
Registrant's Form 10-K for the year ended December 31, 1994,
File No. 0-19408.
10.8 Form of Lawyers Title Corporation Non-Qualified Stock Option
Agreement, dated October 29, 1991, with Schedule of Optionees
and amounts of options granted, incorporated by reference to
Exhibit 10.17 of the Registrant's Form 10-K for the year ended
December 31, 1991, File No. 0-19408.
10.9 Form of Lawyers Title Corporation Employee Non-Qualified Stock
Option Agreement, dated January 8, 1992, with Schedule of
Optionees and amounts of options granted, incorporated by
reference to Exhibit 10.18 of the Registrant's Form 10-K for the
year ended December 31, 1991, File No. 0-19408.
10.10 Form of Lawyers Title Corporation Employee Non-Qualified Stock
Option Agreement, dated January 4, 1993, with Schedule of
Optionees and amounts of options granted, incorporated by
reference to Exhibit 10.21 of the Registrant's Form 10-K for the
year ended December 31, 1992, File No. 0-19408.
10.11 Form of Lawyers Title Corporation Non-Employee Director
Non-Qualified Stock Option Agreement, incorporated by reference
to Exhibit 10.18 of the Registrant's Form 10-K for the year
ended December 31, 1994, File No. 0-19408.
ITEM 14(a)(3)
INDEX TO EXHIBITS
Exhibit Number
and Applicable
Section of Item 601 of
Regulation S-K Document
-------------- --------
10.12 Form of Lawyers Title Corporation Employee Non-Qualified Stock
Option Agreement, dated January 4, 1994, with schedule of
optionees and amounts of options granted, incorporated by
reference to Exhibit 10.27 of the Registrant's Form 10-K for the
year ended December 31, 1993, File No. 0-19408.
10.13 Form of Lawyers Title Corporation Employee Non-Qualified Stock
Option Agreement, dated January 5, 1995, with schedule of
optionees and amounts of options granted, incorporated by
reference to Exhibit 10.22 of the Registrant's Form 10-K for the
year ended December 31, 1994, File No. 0-19408.
10.14 LandAmerica Financial Group, Inc. Benefit Restoration Plan, as
amended and restated effective July 1, 1999, incorporated by
reference to Exhibit 10.14 of the Registrant's Form 10-K for the
year ended December 31, 1999, File No. 1-13990.
10.15 Lawyers Title Corporation Outside Directors Deferral Plan,
incorporated by reference to Exhibit 10.24 of the Registrant's
Form 10-K for the year ended December 31, 1994, File No.
0-19408.
10.16 Form of Lawyers Title Insurance Corporation Split-Dollar Life
Insurance Agreement and Collateral Assignment, incorporated by
reference to Exhibit 10.25 of the Registrant's Form 10-K for the
year ended December 31, 1994, File No. 0-19408.
10.17 Form of Lawyers Title Corporation Employee Non-Qualified Stock
Option Agreement, dated January 3, 1996, with Schedule of
Optionees and amounts of options granted, incorporated by
reference to Exhibit 10.26 of the Registrant's Form 10-K for the
year ended December 31, 1995, File No. 1-13990.
10.18 Form of Lawyers Title Corporation Employee Non-Qualified Stock
Option Agreement, dated January 7, 1997, with Schedule of
Optionees and amounts of options granted, incorporated by
reference to Exhibit 10.23 of the Registrant's Form 10-K for the
year ended December 31, 1996, File No. 1-13990.
10.19 Form of LandAmerica Financial Group, Inc. Employee Non-Qualified
Stock Option Agreement, dated March 5, 1998, with Schedule of
Optionees and amounts of options granted, incorporated by
reference to Exhibit 10.24 of the Registrant's Form 10-K for the
year ended December 31, 1997, File No. 1-13990.
10.20 Form of LandAmerica Financial Group, Inc. 1998 Restricted Stock
Agreement, with Schedule of Grantees and number of shares
granted, incorporated by reference to Exhibit 10.25 of the
Registrant's Form 10-K for the year ended December 31, 1997,
File No. 1-13990.
ITEM 14(a)(3)
INDEX TO EXHIBITS
Exhibit Number
and Applicable
Section of Item 601 of
Regulation S-K Document
-------------- --------
10.21 Registration Rights Agreement, dated February 27, 1998, by and
among the Registrant and Reliance Insurance Company,
incorporated by reference to Exhibit 10.27 of the Registrant's
Form 10-K for the year ended December 31, 1997, File No.
1-13990.
10.22 Revolving Credit Agreement, dated November 7, 1997, between the
Registrant and Bank of America National Trust and Savings
Association, individually and as Administrative Agent for a
syndicate of 11 other financial institutions, incorporated by
reference to Exhibit 99 of the Registrant's Current Report on
Form 8-K, dated November 7, 1997, File No. 1-13990.
10.23 Agreement Containing Consent Order, dated February 6, 1998, by
and between the Registrant and the Federal Trade Commission,
incorporated by reference to Exhibit 10.29 of the Registrant's
Form 10-K for the year ended December 31, 1997, File No.
1-13990.
10.24 Employment Agreement, dated March 1, 1998, between the
Registrant and Charles H. Foster, Jr., incorporated by reference
to Exhibit 10.3 of the Registrant's Form 10-Q for the quarter
ended June 30, 1998, File No. 1-13990.
10.25 Form of LandAmerica Financial Group, Inc. Employee Non-Qualified
Stock Option Agreement, dated February 16, 1999, with Schedule
of Optionees and Options Awarded, incorporated by reference to
Exhibit 10.29 of the Registrant's Form 10-K for the year ended
December 31, 1998, File No. 1-13990.
10.26 LandAmerica Financial Group, Inc. Outside Directors Deferral
Plan, as amended and restated December 1, 1998 and February 17,
1999, incorporated by reference to Exhibit 10.30 of the
Registrant's Form 10-K for the year ended December 31, 1998,
File No. 1-13990.
10.27 LandAmerica Financial Group, Inc. Executive Voluntary Deferral
Plan, as amended and restated December 30, 1998, 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.
10.28 Form of LandAmerica Financial Group, Inc. Change of Control
Employment Agreement, with Schedule of Officers and Multiplier,
incorporated by reference to Exhibit 10.32 of the Registrant's
Form 10-K for the year ended December 31, 1998, File No.
1-13990.
10.29 LandAmerica Financial Group, Inc. 1991 Stock Incentive Plan, as
amended May 16, 1995, May 21, 1996, November 1, 1996, June 16,
1998, May 18, 1999 and February 23, 2000, incorporated by
reference to Exhibit 10.30 of the Registrant's Form 10-K for the
year ended December 31, 1999, File No. 1-13990.
ITEM 14(a)(3)
INDEX TO EXHIBITS
Exhibit Number
and Applicable
Section of Item 601 of
Regulation S-K Document
-------------- --------
10.30 LandAmerica Financial Group, Inc. 2000 Stock Incentive Plan, as
amended February 21, 2001.*
10.31 Non-Qualified Stock Option Agreement, dated January 31, 2000,
between the Registrant and Theodore L. Chandler, Jr.,
incorporated by reference to Exhibit 10.31 of the Registrant's
Form 10-K for the year ended December 31, 1999, File No.
1-13990.
10.32 Restricted Stock Agreement, dated January 31, 2000, between the
Registrant and Theodore L. Chandler, Jr., incorporated by
reference to Exhibit 10.32 of the Registrant's Form 10-K for the
year ended December 31, 1999, File No. 1-13990.
10.33 Employment Agreement, dated January 31, 2000, between the
Registrant and Theodore L. Chandler, Jr., incorporated by
reference to Exhibit 10.33 of the Registrant's Form 10-K for the
year ended December 31, 1999, File No. 1-13990.
10.34 Change of Control Employment Agreement, dated January 31, 2000,
between the Registrant and Theodore L. Chandler, Jr.,
incorporated by reference to Exhibit 10.34 of the Registrant's
Form 10-K for the year ended December 31, 1999, File No.
1-13990.
10.35 Form of LandAmerica Financial Group, Inc. Employee Non-Qualified
Stock Option Agreement, dated February 23, 2000, with Schedule
of Optionees and Options Awarded, incorporated by reference to
Exhibit 10.35 of the Registrant's Form 10-K for the year ended
December 31, 1999, File No. 1-13990.
10.36 Form of LandAmerica Financial Group, Inc. Employee Non-Qualified
Stock Option Agreement, dated May 17, 2000, with Schedule of
Optionees and Options Awarded, incorporated by reference to
Exhibit 10.1 of the Registrant's Form 10-Q for the quarter ended
June 30, 2000, File No. 1-13990.
10.37 Employee Non-Qualified Stock Option Agreement, dated May 17,
2000, between the Registrant and Charles H. Foster, Jr.,
incorporated by reference to Exhibit 10.2 of the Registrant's
Form 10-Q for the quarter ended June 30, 2000, File No. 1-13990.
10.38 Form of LandAmerica Financial Group, Inc. Amendment to
Non-Qualified Stock Option Agreements, dated June 20, 2000, with
Schedule of Optionees and Agreements Being Amended, incorporated
by reference to Exhibit 10.3 of the Registrant's Form 10-Q for
the quarter ended June 30, 2000, File No. 1-13990.
10.39 Form of LandAmerica Financial Group, Inc. Non-Employee Director
Non-Qualified Stock Option Agreement, incorporated by reference
to Exhibit 10.4 of the Registrant's Form 10-Q for the quarter
ended June 30, 2000, File No. 1-13990.
ITEM 14(a)(3)
INDEX TO EXHIBITS
Exhibit Number
and Applicable
Section of Item 601 of
Regulation S-K Document
-------------- --------
10.40 First Amendment of Credit Agreement, dated February 19, 1998, by
and among the Registrant, Bank of America National Trust and
Savings Association and the financial institutions named
therein, incorporated by reference to Exhibit 10.36 of the
Registrant's Form 10-K for the year ended December 31, 1999,
File No. 1-13990.
10.41 Second Amendment to Credit Agreement, dated December 22, 1999,
by and among the Registrant, Bank of America, N.A. and the
financial institutions named therein, incorporated by reference
to Exhibit 10.37 of the Registrant's Form 10-K for the year
ended December 31, 1999, File No. 1-13990.
10.42 Third Amendment to Credit Agreement, dated December 31, 2000, by
and among the Registrant, Bank of America, N.A. and the
financial institutions named therein.*
10.43 Form of LandAmerica Financial Group, Inc. Employee Non-Qualified
Stock Option Agreement, dated February 20, 2001, with Schedule
of Optionees and Options Awarded.*
10.44 Supplemental Executive Retirement Plan Agreement, dated May 4,
1994, between Commonwealth Land/TransAmerica Title Insurance Co.
and Jeffrey C. Selby.*
11 Statement re: Computation of Earnings Per Share.*
18 Letter re: Change in Accounting Principles.**
21 Subsidiaries of the Registrant.*
23 Consent of Ernst & Young LLP.*
* Previously Filed
** Filed Herewith