Form 8-K

UNITED STATES

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 (Date of earliest event reported): February 15, 2005

 

 

LANDAMERICA FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

Virginia   1-13990   54-1589611

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(I.R.S. Employer

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

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 8.01 Other Events

 

On February 15, 2005, LandAmerica Financial Group, Inc. (the “Company”) notified the holders of its 3.125% Convertible Senior Debentures due 2033 (the “Debentures”) that it had irrevocably elected to satisfy in cash 100% of the principal amount of the Debentures converted after such date. Prior to such election, the Company possessed the ability to make payment upon conversion of the Debentures in cash or shares of the Company’s common stock. The aggregate principal amount of the Debentures is $115.0 million. The Company made this election pursuant to the provisions of the Indenture dated as of November 26, 2003, which governs the Debentures.

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

LANDAMERICA FINANCIAL GROUP, INC.

Date: February 17, 2005

   By:  

/s/ Christine R. Vlahcevic

        Christine R. Vlahcevic
        Senior Vice President & Corporate Controller