UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
March 15, 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 NAME OF REPORTING PERSONS Reliance Financial Services Corporation
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 51-0113548
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
Not Applicable
________________________________________________________________________________
5 CHECK BOX 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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7 SOLE VOTING POWER
NUMBER OF 363,998
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 363,998
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
363,998
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
HC
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 5. Interest in Securities of the Issuer.
On March 15, 2001, Reliance Insurance Company ("RIC") sold 792,178 shares of
common stock of the Issuer at a price per share of $34.335, pursuant to the
underwriters' over-allotment option contained in the underwriting agreement
dated, February 15, 2001, among RIC, the Issuer and the several underwriters
named therein, for whom Credit Suisse First Boston Corporation, Morgan Stanley &
Co. Incorporated and Bear, Stearns & Co. Inc. acted as representatives.
Following the sale of the 792,178 shares of common stock, RIC owns 1 share
of common stock and 165,983 shares of preferred stock, which is convertible into
363,997 shares of common stock of the Issuer. As of the date hereof, Reliance
Financial ceased to be beneficial owner of more than five percent of Security.
There have been no other transactions in the securities since the most recent
filing on Schedule 13D.
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.
ITEM 7. Material To Be Filed as Exhibits.
1. Underwriting Agreement dated as of 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: March 19, 2001
RELIANCE FINANCIAL SERVICES CORPORATION
By: /s/ George E. Bello
-----------------------------------
George E. Bello
Executive Vice President and Controller
EXHIBIT INDEX
Exhibit No. Exhibit Name Page No.
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1 Underwriting Agreement dated
as of 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).