SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 2002 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 (I.R.S. Employer Identification No.)
incorporation or organization)
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)
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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, No Par Value 18,433,509 August 8, 2002
---------- --------------
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets...................................3
Consolidated Statements of Operations ........................5
Consolidated Statements of Cash Flows.........................6
Consolidated Statements of Changes in
Shareholders' Equity.......................................7
Notes to Consolidated Financial Statements....................8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................11
Item 3. Quantitative and Qualitative Disclosures about Market Risk...14
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders..........15
Item 6. Exhibits and Reports on Form 8-K.............................15
Signatures.................................................. 16
2
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(Unaudited)
June 30, December 31,
ASSETS 2002 2001
------ ---- ----
INVESTMENTS:
Fixed maturities available-for-sale - at fair value (amortized
cost: 2002 - $926,335; 2001 - $865,354) $ 949,212 $ 874,270
Mortgage loans (less allowance for doubtful accounts: 2002 -
$203; 2001 - $176) 1,028 1,536
Invested cash 138,725 133,185
-------------- --------------
Total Investments 1,088,965 1,008,991
CASH 28,735 35,585
NOTES AND ACCOUNTS RECEIVABLE:
Notes (less allowance for doubtful accounts: 2002 - $5,665;
2001 - $5,278) 9,088 8,773
Accounts receivable (less allowance for doubtful accounts:
2002 - $8,489; 2001 - $8,058) 50,227 58,564
-------------- --------------
Total Notes and Accounts Receivable 59,315 67,337
PROPERTY AND EQUIPMENT - at cost (less accumulated depreciation
and amortization: 2002 - $135,337; 2001 - $123,301) 61,243 62,015
TITLE PLANTS 96,759 96,580
GOODWILL (less accumulated amortization: 2001 - $37,588) 191,742 190,702
DEFERRED INCOME TAXES 137,649 142,543
OTHER ASSETS 117,678 103,728
-------------- --------------
Total Assets $ 1,782,086 $ 1,707,481
============== ==============
See accompanying notes.
3
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(Unaudited)
June 30, December 31,
LIABILITIES 2002 2001
----------- ---- ----
POLICY AND CONTRACT CLAIMS $ 568,101 $ 561,438
ACCOUNTS PAYABLE AND ACCRUED EXPENSES 212,083 187,308
FEDERAL INCOME TAXES 16,293 3,653
NOTES PAYABLE 187,713 208,595
OTHER 23,281 18,994
-------------- --------------
Total Liabilities 1,007,471 979,988
-------------- --------------
COMMITMENTS AND CONTINGENCIES (Note 3)
SHAREHOLDERS' EQUITY
Common stock, no par value, 45,000,000 shares authorized, shares
issued and outstanding: 2002 - 18,482,834; 2001 - 18,583,937 518,515 521,795
Accumulated other comprehensive loss 5,428 (3,647)
Retained earnings 250,672 209,345
-------------- --------------
Total Shareholders' Equity 774,615 727,493
-------------- --------------
Total Liabilities and Shareholders' Equity $ 1,782,086 $ 1,707,481
============== ==============
See accompanying notes.
4
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(In thousands of dollars except per share amounts)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2002 2001 2002 2001
---- ---- ---- ----
REVENUES
Title and other operating revenues:
Direct operations $ 254,618 $ 269,819 $ 494,038 $ 473,606
Agency operations 349,400 271,307 661,238 493,616
---------- ---------- ---------- ----------
604,018 541,126 1,155,276 967,222
Investment income 12,984 12,864 25,813 25,782
Loss on sale of investments (193) (368) (23) (777)
---------- ---------- ---------- ----------
616,809 553,622 1,181,066 992,227
---------- ---------- ---------- ----------
EXPENSES
Salaries and employee benefits 158,916 165,708 323,303 306,585
Agents' commissions 276,680 213,932 523,955 388,550
Provision for policy and contract claims 24,346 21,310 46,439 38,016
Interest expense 3,074 3,315 6,291 6,982
Exit and termination costs 14,132 - 17,322 -
General, administrative and other 99,982 104,802 197,319 197,163
---------- ---------- ---------- ----------
577,130 509,067 1,114,629 937,296
---------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES 39,679 44,555 66,437 54,931
INCOME TAX EXPENSE (BENEFIT)
Current 16,445 18,350 23,246 18,537
Deferred (2,557) (2,310) 7 1,238
---------- ---------- ---------- ----------
13,888 16,040 23,253 19,775
---------- ---------- ---------- ----------
NET INCOME 25,791 28,515 43,184 35,156
DIVIDENDS - PREFERRED STOCK - - - (145)
---------- ---------- ---------- ----------
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 25,791 $ 28,515 $ 43,184 $ 35,011
========== ========== ========== ==========
NET INCOME PER COMMON SHARE $ 1.39 $ 1.58 $ 2.33 $ 2.11
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 18,536 18,056 18,532 16,618
NET INCOME PER COMMON SHARE ASSUMING DILUTION $ 1.38 $ 1.54 $ 2.31 $ 1.89
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
ASSUMING DILUTION 18,719 18,535 18,688 18,568
See accompanying notes.
5
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(In thousands of dollars)
(Unaudited)
2002 2001
---- ----
Cash flows from operating activities:
Net income $ 43,184 $ 35,156
Depreciation and amortization 9,693 17,140
Amortization of bond premium 1,365 1,085
Realized investment losses 23 777
Deferred income tax 7 1,265
Change in assets and liabilities, net of businesses acquired:
Notes receivable (315) 287
Premiums receivable 8,337 (19,179)
Income taxes receivable/payable 12,640 10,672
Policy and contract claims 6,663 341
Accounts payable and accrued expenses 24,775 23,399
Other (5,510) (11,381)
----------- -----------
Net cash provided by operating activities 100,862 59,562
----------- -----------
Cash flows from investing activities:
Purchase of property and equipment, net (9,100) (17,783)
Purchase of business, net of cash acquired - (2,779)
Change in cash surrender value 2,848 (1,494)
Cost of investments acquired:
Fixed maturities - available-for-sale (271,644) (225,921)
Equity securities - (8)
Mortgage loans - (27,057)
Proceeds from investment sales or maturities:
Fixed maturities - available-for-sale 208,201 185,885
Mortgage loans 508 2,300
----------- -----------
Net cash used in investing activities (69,187) (86,857)
----------- -----------
Cash flows from financing activities:
Proceeds from the sale of common shares 1,473 1,084
Cost of common shares repurchased (4,753) -
Repayment of cash surrender value loan (6,966)
Dividends paid (1,857) (1,906)
Proceeds from issuance of notes payable - 10,000
Payments on notes payable (20,882) (3,220)
----------- -----------
Net cash (used in) provided by financing activities (32,985) 5,958
------------ -----------
Net decrease in cash and invested cash (1,310) (21,337)
Cash and invested cash at beginning of period 168,770 123,351
----------- -----------
Cash and invested cash at end of period $ 167,460 $ 102,014
=========== ===========
See accompanying notes.
6
7
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(In thousands of dollars except per share amounts)
(Unaudited)
Accumulated
Other Total
Preferred Stock Common Stock Comprehensive Retained Shareholders'
Shares Amounts Shares Amounts Income (Loss) Earnings Equity
------ ------- ------ ------- ------------- -------- ------
Balance - December 31, 2000 2,200,000 $175,700 13,518,319 $340,269 $ (4,712) $152,843 $ 664,100
Comprehensive income:
Net income - - - - - 35,156 35,156
Other comprehensive income, net of tax of $90
Net unrealized gain on securities - - - - 4,879 - 4,879
---------
40,035
Common stock issued - - 32,448 1,084 - - 1,084
Preferred stock conversion (2,200,000) (175,700) 4,824,559 175,700 - - -
Preferred dividends (7%) - - - - - (145) (145)
Common dividends ($0.10/share) - - - - - (1,761) (1,761)
-------- ------- --------- -------- -------- -------- ---------
Balance - June 30, 2001 - $ - 18,375,326 $517,053 $ 167 $186,093 $ 703,313
======== ======= ========== ======== ======== ======== =========
BALANCE - December 31, 2001 - - 18,583,937 $521,795 $ (3,647) $209,345 $ 727,493
Comprehensive income:
Net income - - - - - 43,184 43,184
Other comprehensive income, net of tax of
$4,887
Net unrealized gains on securities - - - - 9,075 - 9,075
---------
52,259
Common stock retired - - (154,600) (4,753) - - (4,753)
Stock option and incentive plans - - 53,497 1,473 - - 1,473
Common dividends ($0.05/share) - - - - - (1,857) (1,857)
-------- ------- --------- -------- -------- -------- ---------
BALANCE - June 30, 2002 - - 18,482,834 $518,515 $ 5,428 $250,672 $ 774,615
======== ======= ========== ======== ======== ======== =========
See accompanying notes.
7
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of dollars except per share amounts)
1. Interim Financial Information
The unaudited consolidated financial information included in this
report has been prepared in conformity with the accounting principles
and practices reflected in the consolidated financial statements
included in the Annual Report on Form 10-K for the year ended December
31, 2001 filed with the Securities and Exchange Commission under the
Securities Exchange Act of 1934. This report should be read in
conjunction with the aforementioned Form 10-K. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
necessary for a fair presentation of this information have been made.
The results of operations for the interim periods are not necessarily
indicative of results for a full year.
2. Earnings Per Share
The following table sets forth the computation of basic and diluted
earnings per share:
Three Months Ended Six Months Ended
June 30, June 30,
2002 2001 2002 2001
---- ---- ---- ----
Numerator:
Net income - numerator for diluted
earnings per share $ 25,791 $ 28,515 $ 43,184 $ 35,156
Less preferred dividends - - - 145
-------- -------- -------- --------
Numerator for basic earnings per share $ 25,791 $ 28,515 $ 43,184 $ 35,011
======== ======== ======== ========
Denominator:
Weighted average shares - denominator
for basic earnings per share 18,536 18,056 18,532 16,618
Effect of dilutive securities:
Assumed weighted average conversion of
preferred stock - 275 - 1,709
Employee stock options 183 204 156 241
-------- -------- -------- --------
Denominator for diluted earnings per
share 18,719 18,535 18,688 18,568
======== ======== ======== ========
Basic earnings per common share $1.39 $1.58 $2.33 $2.11
===== ===== ===== =====
Diluted earnings per common share $1.38 $1.54 $2.31 $1.89
===== ===== ===== =====
8
3. Commitments and Contingencies
For additional information, see Pending Legal Proceedings on pages F-29
and F-30 and Legal Proceedings on pages 12 and 13 of the Form 10-K for
the fiscal year ended December 31, 2001.
4. New Accounting Standards
In June 2001, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards (SFAS) No. 141, Business
Combinations and SFAS No. 142, Goodwill and Other Intangible Assets.
SFAS No. 141 requires that the purchase method of accounting be used
for all business combinations initiated after June 30, 2001 and
included guidance on the initial recognition and measurement of
goodwill and other intangible assets arising from business combinations
completed after June 30, 2001. Under SFAS No. 142, goodwill and other
intangible assets with indefinite lives will no longer be amortized but
will be subject to annual impairment tests. Other intangible assets
with indefinite lives consist of Title Plants.
On January 1, 2002, the Company adopted SFAS No. 142 which will
increase annual net earnings by approximately $6.9 million. The Company
tested goodwill for impairment using the process prescribed in SFAS No.
142. The test performed indicated that no goodwill impairment existed
at January 1, 2002.
The following table provides comparative earnings and earnings per
share had the non-amortization provisions of SFAS No. 142 been adopted
for the periods presented:
9
Three Months Ended Six Months Ended
June 30, June 30,
2002 2001 2002 2001
---- ---- ---- ----
Reported net income $ 25,791 $ 28,515 $ 43,184 $ 35,156
Goodwill amortization, net of tax - 1,582 - 3,440
---------- ---------- ---------- ----------
Adjusted net income $ 25,791 $ 30,097 $ 43,184 $ 38,596
========== ========== ========== ==========
Basic earnings per share:
Reported net income $ 1.39 $ 1.58 $ 2.33 $ 2.11
Goodwill amortization - .09 - .21
---------- ---------- ---------- ----------
Adjusted net income $ 1.39 $ 1.67 $ 2.33 $ 2.32
========== ========== ========== ==========
Diluted earnings per share:
Reported net income $ 1.38 $ 1.54 $ 2.31 $ 1.89
Goodwill amortization - .08 - .19
---------- ---------- ---------- ----------
Adjusted net income $ 1.38 $ 1.62 $ 2.31 $ 2.08
========== ========== ========== ==========
On January 1, 2002, the Company adopted SFAS No. 144, Accounting for
the Impairment or Disposal of Long Lived Assets, which addresses
financial accounting and reporting for the impairment or disposal of
long-lived assets. The adoption of the Statement did not have a
material impact on the Company's financial position and results of
operations.
5. Exit and Termination Costs
On June 1, 2002, the Company entered into a joint venture agreement
with The First American Corporation to combine its real estate
valuation operations. Under the terms of the agreement, the Company
will contribute its former Primis (currently operating as "OneStop")
residential appraisal production division, which it acquired in 2000,
to First American's eAppraiseIT subsidiary. In connection with the
transaction, the Company will exit the residential appraisal production
business which has been unprofitable and has recorded a second quarter
charge of $14,132 for exit, termination and other costs. This amount is
comprised of $4,635 related to lease termination costs, $2,209 related
to employee severance costs and $7,288 write down to estimated net
realizable value of assets determined not to be redeployable and other
miscellaneous exit costs. In the first quarter of 2002, the Company
recorded $3,190 of exit and termination costs related to the closing of
certain offices and reduction in workforce of its real estate valuation
operations. Of the amounts accrued, $1,025 had been paid as of June 30,
2002, leaving $16,297 which the Company expects to be substantially
paid by December 31, 2006.
10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Operating Revenues
Operating revenues for the second quarter of 2002 were $604.0 million compared
to $541.1 million in the second quarter of 2001, an increase of 11.6%. Direct
revenues decreased 5.6% and agency revenues increased 28.8% in the second
quarter of 2002 compared to the same period in 2001. The direct revenue decrease
reflected a fall off in the second quarter of 2002 from the high level of
refinancing transactions experienced in the second quarter of 2001. The year
over year increase in agency revenue is a result of the typical industry time
lag in agents' reporting business they have written.
Year to date operating revenues for the period ended June 30, 2002 increased
19.4% to $1.2 billion from $967.2 million in the comparable period of 2001. The
factors discussed under the quarterly discussion above also affected the first
six months of 2002 compared to the same period of 2001, with direct revenues
increasing 4.3% and agency revenues increasing 34.0%.
Direct orders opened in company offices totaled 240,200 and 477,800 in the
second quarter and first half of 2002 compared to 254,400 and 511,300 in the
comparable periods of 2001. Direct orders closed in company offices totaled
167,400 and 341,000 in the second quarter and first half of 2002 compared to
189,600 and 345,000 in the comparable periods of 2001.
Investment Income
Investment income reported for the first six months of 2002 and 2001 was $25.8
million. Although the amounts were the same, they reflect a lower yield on a
higher investment base in 2002 compared to 2001.
Operating Expenses
Operating expenses excluding a one-time charge of $14.1 million for exit and
termination costs were $563.0 million in the second quarter of 2002 compared to
$509.1 million in the second quarter of 2001, an increase of $53.9 million or
10.6%. The largest component of this increase was agents' commissions which
increased $62.7 million in direct proportion to the increase in agency revenue.
This increase was partially offset by decreases in salary and related expense
and other operating expense. The reduction in salary and related expense was due
to lower staffing levels and lower levels of incentive pay and overtime.
Operating expenses excluding one-time charges of $17.3 million for exit and
termination costs were $1.1 billion in the first half of 2002 compared to $937.3
million in the first half 2001. This increase of $160.0 million was composed
primarily of an increase of $135.4 million in agents' commissions. Other
expenses increasing in the first half of 2002 compared to the same period of
2001 were largely related to the increased business volume and included salary
and related expense and premium tax. On
11
January 1, 2002, the Company adopted SFAS 142 Goodwill and Other Intangible
Assets which provided that goodwill no longer be amortized, resulting in a $4.6
million decrease in expense for the first six months of 2002 compared to the
comparable period of 2001.
Effective May 31, 2002, the Company entered into a joint venture with the First
American Corporation, contributing its appraisal production division to the
venture. The venture is expected to be the nation's largest provider of real
estate valuation services. In connection with this transaction, the Company
recorded a one time charge of $14.1 million as discussed in footnote 5.
Net Income
The Company recorded net income of $25.8 million or $1.38 per diluted share in
the second quarter of 2002, compared to $28.5 million or $1.54 per diluted share
in the second quarter of 2001. On a pretax basis, the 2002 quarter was
negatively impacted by a $14.1 million charge for exit and termination costs and
was benefited by the reduction in goodwill amortization of $2.0 million.
For the first six months of 2002 the Company recorded net income of $43.2
million or $2.31 per diluted share compared $35.2 million or $1.89 per diluted
share recorded in the first six months of 2001. On a pretax basis, the 2002
period reflected $17.3 million for exit and termination costs and a reduction of
goodwill amortization of $4.6 million.
Liquidity and Capital Resources
Cash provided by operations in the six month periods ended June 30, 2002 and
2001 were $100.9 million and $59.6 million, respectively. As of June 30, 2002,
the Company held cash and invested cash of $167.5 million and fixed maturity
securities of $949.2 million.
In December 2001 the board of directors approved a program allocating $25.0
million to repurchase up to 1.25 million shares or 7% of the Company's
outstanding stock over the following twelve months. Through June 30, 2002,
158,200 shares at a cost of $4.85 million had been repurchased.
In view of the historic ability of the Company to generate strong, positive cash
flows and its strong cash position and relatively conservative capitalization
structure, management believes that the Company will have sufficient liquidity
and adequate capital resources to meet both its short- and long-term capital
needs. In addition, the Company has $114.5 million available under a credit
facility which was unused at June 30, 2002.
Interest Rate Risk
The following table provides information about the Company's financial
instruments that are sensitive to changes in interest rates. For investment
securities, the table presents principal cash flows and related weighted
interest rates by expected maturity dates. Actual cash flows could differ from
the expected amounts.
12
Interest Rate Sensitivity
Principal Amount by Expected Maturity
Average Interest Rate
(dollars in thousands)
2007 and
2002 2003 2004 2005 2006 after Total Fair Value
---- ---- ---- ---- ---- ----- ----- ----------
Assets:
Taxable
available-for-sale
securities:
Book value $ 26,170 $ 34,164 $ 22,574 $ 50,046 $ 44,341 $335,459 $512,754 $ 525,510
Average yield 5.9% 5.8% 6.9% 6.6% 6.0% 6.5%
Non-taxable
available-for-sale
securities:
Book value 4,344 16,762 21,266 36,980 20,646 260,127 360,125 374,058
Average yield 4.4% 5.0% 4.4% 4.3% 4.5% 4.2%
Preferred stock:
Book value 43,400 - - - - 10,056 53,456 49,644
Average yield 8.3% - - - - 5.9%
The Company also has long-term debt of $187.7 million bearing weighted average
interest at 6.4% at June 30, 2002. A .25% change in the interest rate would
affect income before income taxes by approximately $0.5 million annually.
Forward-Looking and Cautionary Statements
Certain information contained in this Quarterly Report on Form 10-Q includes
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Among other
things, these statements relate to the financial condition, results of operation
and business of the Company. In addition, the Company and its representatives
may from time to time make written or oral forward-looking statements, including
statements contained in other filings with the Securities and Exchange
Commission and in its reports to shareholders. These forward-looking statements
are generally identified by phrases such as "the Company expects," "the Company
believes" or words of similar import. These forward-looking statements involve
certain risks and uncertainties and other factors that may cause the actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Further, any such statement is specifically
qualified in its entirety by the cautionary statements set forth in the
following paragraph.
In connection with the title insurance industry in general, factors that may
cause actual results to differ materially from those contemplated by such
forward-looking statements include the following: (i) the costs of producing
title evidence are relatively high, whereas premium revenues are subject to
regulatory and competitive restraints; (ii) real estate activity levels have
historically been cyclical and are influenced by such factors as interest rates
and the condition of the overall
13
economy; (iii) the value of the Company's investment portfolio is subject to
fluctuation based on similar factors; (iv) the title insurance industry may be
exposed to substantial claims by large classes of claimants and (v) the industry
is regulated by state laws that require the maintenance of minimum levels of
capital and surplus and that restrict the amount of dividends that may be paid
by the Company's insurance subsidiaries without prior regulatory approval.
The Company cautions that the foregoing list of important factors is not
exclusive. The Company does not undertake to update any forward-looking
statement that may be made from time to time by or on behalf of the Company.
Item 3. Quantitative and Qualitative Disclosures
about Market Risk
The information required by this Item is set forth under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Interest Rate Risk" in Item 2 of this report.
14
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
a) The Annual Meeting of Shareholders of the Company (the "Meeting") was
held on May 21, 2002.
c) At the Meeting, the shareholders elected four directors to serve
three-year terms. The voting with respect to each nominee was as
follows:
Broker
Nominee Term Votes For Votes Withheld Non-Votes
------- ---- --------- -------- ---------
Robert F. Norfleet, Jr. 3 17,122,350 260,456 0
Julious P. Smith, Jr. 3 16,983,367 399,439 0
Thomas G. Snead, Jr. 3 17,145,554 237,252 0
Eugene P. Trani 3 17,117,373 265,432 0
The terms of office of the following directors continued after the
meeting: Janet A. Alpert, Theodore L. Chandler, Jr., Michael Dinkins,
Charles H. Foster, Jr., John P. McCann, Robert T. Skunda, and Marshall
B. Wishnack.
No other matters were voted upon at the Meeting or during the quarter
for which this report is filed.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
--------
Exhibit No. Document
----------- --------
11 Statement Re: Computation of Earnings Per Share
99.1 Statement of Chief Executive Officer Pursuant to
18 U.S.C. Section 1350
99.2 Statement of Chief Financial Officer Pursuant to
18 U.S.C. Section 1350
b) Reports on Form 8-K
-------------------
Form 8-K, dated May 31, 2002 and filed June 11, 2002, reporting under
Item 5 that the Company had formed a joint venture with The First
American Corporation to combine its real estate valuation operations.
15
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 thereunto duly authorized.
LANDAMERICA FINANCIAL GROUP, INC.
(Registrant)
Date: August 13, 2002 /s/ Charles Henry Foster, Jr.
------------------- --------------------------------------------
Charles Henry Foster, Jr.
Chairman and Chief Executive Officer
Date: August 13, 2002 /s/ G. William Evans
-------------------- --------------------------------------------
G. William Evans
Chief Financial Officer
16
EXHIBIT INDEX
Exhibit
No. Document
--- --------
11 Statement Re: Computation of Earnings Per Share
99.1 Statement of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350
99.2 Statement of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350