UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
LANDAMERICA FINANCIAL GROUP, INC.
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(Name of Issuer)
Common Stock, Without Par Value
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(Title of Class of Securities)
521029-10-8
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(CUSIP Number)
Paul W. Zeller, Senior Vice President and General Counsel
Reliance Financial Services Corporation
5 Hanover Square, New York, New York 10004
(212) 858-3600
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 22, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
CUSIP No. 521029-10-8
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1. Names of Reporting Persons. Reliance Financial Services Corporation
I.R.S. Identification Nos. of above persons (entities only). 51-0113548
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a).../X/ ............................................................
(b).../ / ............................................................
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3. SEC Use Only..........................................................
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4. Source of Funds (See Instructions)
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Not Applicable
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
/ /
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power 1,156,178
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Shares Bene-
ficially 8. Shared Voting Power
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Owned by Each
Reporting 9. Sole Dispositive Power 1,156,178
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Person With
10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,156,178
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11).............
6.3%
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14. Type of Reporting Person (See Instructions)
HC
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ITEM 1. Security and Issuer.
The following information amends or supplements, as the case may be, the
information previously filed by Reliance Financial Services Corporation
("Reliance Financial") relating to the ownership by its subsidiaries of the
class of securities (the "Security") listed on the cover of this Schedule 13D.
ITEM 2. Identity and Background.
Item 2 is amended to read in its entirety as follows:
This statement is filed by Reliance Financial, a Delaware corporation. Reliance
Financial owns all of the outstanding stock of Reliance Insurance Company
("RIC"), a Pennsylvania corporation. RIC and its property and casualty insurance
subsidiaries (the "Reliance Insurance Group") underwrite a broad range of
commercial lines of property and casualty insurance. All of the capital stock of
Reliance Financial is owned by Reliance Group Holdings, Inc., a Delaware
corporation ("RGH").
The principal executive offices of each of Reliance Financial and RGH are
located at 5 Hanover Square, New York, New York 10004.
The names, address and principal occupations of the directors and executive
officers of Reliance Financial, all of whom are United States citizens, are as
follows:
Position with Reliance Financial and
Name and Business Address Principal Occupation
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Saul P. Steinberg
Reliance Group Holdings, Inc. Chairman of the Board of Directors,
5 Hanover Square Reliance Financial and RGH.
New York, New York 10004
George R. Baker President, Chief Executive Officer
Reliance Group Holdings, Inc. and Director, Reliance Financial
5 Hanover Square and RGH.
New York, New York 10004
George E. Bello Executive Vice President,
Reliance Group Holdings, Inc. Controller and Director,
5 Hanover Square Reliance Financial and RGH.
New York, New York 10004
Howard E. Steinberg Executive Vice President, Chief of
Reliance Group Holdings, Inc Corporate Operations, and Director,
5 Hanover Square Reliance Financial and RGH.
New York, New York 10004
Dennis J. O'Leary Senior Vice President--Taxes,
Reliance Group Holdings, Inc. Reliance Financial and RGH.
5 Hanover Square
New York, New York 10004
Philip S. Sherman Senior Vice President--Group
Reliance Group Holdings, Inc. Controller, Reliance Financial
5 Hanover Square and RGH.
New York, New York 10004
Paul W. Zeller Senior Vice President,
Reliance Group Holdings, Inc. General Counsel and Corporate
5 Hanover Square Secretary, Reliance Financial and
New York, New York 10004 RGH.
Dr. Thomas P. Gerrity Director, Reliance Financial
University of Pennsylvania and RGH; Professor of Management,
Wharton Forum on Electronic the Wharton School of the University
Commerce of Pennsylvania.
3205 Steinberg Hall- Dietrich Hall
Philadelphia, PA 19104-6370
Jewell J. McCabe Director, Reliance Financial
211 East 70th Street, #30F and RGH.; President and Chief
New York, New York 10020 Executive Officer, Jewell Jackson
McCabe Associates, a consulting
company specializing in strategic
planning and communications.
Irving Schneider Director, Reliance Financial
Helmsley-Spear, Inc. and RGH; Co-Chairman and Chief
60 East 42nd Street, 53rd Floor Operating Officer, Helmsley-Spear,
New York, New York 10017 Inc., a real estate management
corporation.
Bernard L. Schwartz Director, Reliance Financial
Loral Space & Communications Ltd. and RGH; Chairman of the Board,
600 Third Avenue, 36th Floor Chief Executive Officer, Loral Space
New York, New York 10016 & Communications Ltd., a high-
technology company concentrating on
satellite-based services, Chairman of
the Board and Chief Executive
Officer, Globalstar
Telecommunications, Ltd.
Richard E. Snyder Director, Reliance Financial and RGH;
Golden Books Family Chairman and Chief Executive Officer
Entertainment, Inc. of Golden Books Family Entertainment,
888 Seventh Avenue Inc., a publisher of children's books.
New York, New York 10106
Bruce E. Spivey Director, Reliance Financial and RGH;
One Beekman Place, Apt. 12-A Until May 2000, President and Chief
New York, New York 10022 Executive Officer, Columbia-Cornell
Care LLC, the physician organization of
the clinical faculties of the medical
schools of Columbia and Cornell
Universities.
Neither Reliance Financial nor, to the best of its knowledge, any other person
named in this Item 2 has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
ITEM 5. Interest in Securities of the Issuer.
On February 22, 2001, RIC sold 7,707,856 shares of common stock of the Issuer at
a price per share of $34.335, pursuant to an underwriting agreement, dated
February 15, 2001, among RIC, the the Issuer and the several underwriters named
therein, for whom Credit Suisse First Boston Corporation, Morgan Stanley & Co.
Incorporated and Bear, Stearns & Co. Inc. are acting as representatives.
Number
Underwriter of Shares
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Credit Suisse First Boston Corporation ......................... 3,277,687
Morgan Stanley & Co. Incorporated .............................. 3,277,687
Bear, Stearns & Co. Inc. ....................................... 936,482
Banc of America Securities LLC ................................. 24,000
A.G. Edwards & Sons, Inc. ...................................... 24,000
First Union Securities, Inc. ................................... 24,000
Invemed Associates LLC ......................................... 24,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated ............. 24,000
Prudential Securities Incorporated ............................. 24,000
U. S. Bancorp Piper Jaffray Inc. ............................... 24,000
Davenport & Company LLC ........................................ 12,000
Ferris, Baker Watts, Incorporated .............................. 12,000
Fox-Pitt, Kelton Inc. .......................................... 12,000
Keefe, Bruyette & Woods, Inc. .................................. 12,000
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Total ................................................. 7,707,856
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The selling shareholder has granted to the underwriters a 30-day option to
purchase up to 1,156,178 additional shares at the initial public offering price
less the underwriting discounts and commissions. The option may be exercised
only to cover any over-allotments of common stock.
Following the sale of the 7,707,856 shares of common stock, RIC owns no
shares of common stock and 527,217 shares of preferred stock.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The response to Item 5 hereof is hereby incorporated by reference. As a result
of the sale of common stock, the Voting and Standstill Agreement terminated in
accordance with its terms.
ITEM 7. Material To Be Filed as Exhibits.
1. Underwriting Agreement dated February 15, 2001 by and among the
several underwriters named therein (incorporated by reference to
Exhibit 1.1 to the Issuer's Form 8-K filed with the Securities and Exchange
Commission on February 16, 2001).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February , 2001
RELIANCE FINANCIAL SERVICES CORPORATION
By: /s/ George E. Bello
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George E. Bello
Executive Vice President and Controller
EXHIBIT INDEX
Exhibit No. Exhibit Name Page No.
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1 Underwriting Agreement dated
February 15, 2001 by and among the
several underwriters named therein
(incorporated by reference to Exhibit 1.1
to the Issuer's Form 8-K filed with the
Securities and Exchange Commission on
February 16, 2001).