- Current report filing (8-K)
November 24 2008 - 4:35PM
Edgar (US Regulatory)
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): November 21,
2008
LANDAMERICA
FINANCIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
Commission
file number: 1-13990
Virginia
|
|
54-1589611
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(State
of incorporation)
|
|
(I.R.S.
Employer Identification No.)
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|
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5600
Cox Road
Glen
Allen, Virginia
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23060
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(804) 267-8000
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.02
Termination of a Material Definitive Agreement.
On
November 21, 2008, LandAmerica Financial Group, Inc. (“LandAmerica”) received
notice from Fidelity National Financial, Inc. (“Fidelity”) informing LandAmerica
that Fidelity has terminated the Agreement and Plan of Merger, dated as of
November 7, 2008, by and among LandAmerica, Fidelity, and a wholly-owned merger
sub of Fidelity (the “Merger Agreement”), pursuant to the termination provision
in the Merger Agreement which permitted Fidelity to terminate the Merger
Agreement on or before 5:00 p.m. Pacific Standard Time on November 21, 2008
based on its due diligence investigation of LandAmerica. No
termination fee is payable by either party under the Merger
Agreement.
A
description of the Merger Agreement appears under the heading “The Merger
Agreement” on the Current Report on Form 8-K filed with the Securities and
Exchange Commission by LandAmerica on November 13, 2008 and is incorporated by
reference herein. The Merger Agreement attached thereto as Exhibit
2.1 is also incorporated herein by reference.
Item
7.01.
Regulation FD
Disclosure.
On
November 21, 2008, LandAmerica Financial Group, Inc. (“LandAmerica”) issued a
press release announcing that the merger agreement had been
terminated. A copy of the press release is attached hereto as Exhibit
99.1.
On
November 24, 2008, LandAmerica 1031 Exchange Services, Inc. (“LES”), a wholly
owned subsidiary of
LandAmerica,
sent a letter to its customers regarding its termination of
operations. A copy of the letter is attached hereto as Exhibit
99.2.
Item
9.01.
Financial Statements and
Exhibits.
Exhibit
No.
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Description
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|
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2.1
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Agreement
and Plan of Merger, dated as of November 7, 2008, among LandAmerica
Financial Group, Inc., Fidelity National Financial, Inc. and Thanksgiving
Corporation, incorporated by reference to Exhibit 2.1 of the Registrant’s
Current Report on Form 8-K filed November 13, 2008
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99.1
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Press
Release dated November 21, 2008
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99.2
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Letter
dated November 24, 2008
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SIGNATURE
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.
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LANDAMERICA
FINANCIAL GROUP, INC.
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By:
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/s/
Michelle H. Gluck
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Michelle
H. Gluck
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Executive Vice President and
Chief Legal Officer
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Date:
November 24, 2008
EXHIBIT
INDEX
Exhibit
No.
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Description
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2.1
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Agreement
and Plan of Merger, dated as of November 7, 2008, among LandAmerica
Financial Group, Inc., Fidelity National Financial, Inc. and Thanksgiving
Corporation, incorporated by reference to Exhibit 2.1 of the Registrant’s
Current Report on Form 8-K filed November 13, 2008
|
99.1
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Press
Release dated November 21, 2008
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99.2
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Letter
dated November 24, 2008
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4
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