UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
11-K
FOR
ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND
SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
(Mark
One)
x
|
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF
1934
|
For
the fiscal year ended December 31,
2006
OR
o
|
TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF
1934
|
For
the transition period
from
to
Commission
file number 1-13990
|
A.
|
Full
Title of the plan and the address of the plan, if different from
that of
the issuer named below:
|
LANDAMERICA
FINANCIAL GROUP, INC.
SAVINGS
AND STOCK OWNERSHIP PLAN
|
B.
|
Name
of issuer of the securities held pursuant to the plan and the address
of
its principal executive
office:
|
LANDAMERICA
FINANCIAL GROUP, INC.
5600
Cox Road
Glen
Allen, Virginia 23060
LandAmerica
Financial Group, Inc.
Savings
and Stock Ownership Plan
Financial
Statements and Supplemental Schedule
Years
Ended December 31, 2006 and 2005
with
Report
of Independent Registered Public Accounting Firm
|
LandAmerica
Financial Group, Inc. Savings and Stock Ownership Plan
Financial
Statements and Supplemental Schedule
Years
Ended December 31, 2006 and 2005
Contents
Report
of Independent Registered Public Accounting
Firm
|
1
|
|
|
Financial
Statements:
|
|
|
|
Statements
of Net Assets Available for
Benefits
|
2
|
Statement
of Changes in Net Assets Available for
Benefits
|
3
|
Notes
to Financial
Statements
|
4
|
|
|
Supplemental
Schedule:
|
|
|
|
Schedule
H, Line 4(i) – Schedule of Assets (Held at End of Year)
|
12
|
|
|
Signature
|
13
|
|
|
Exhibit
Index
|
14
|
Report
of Independent Registered Public Accounting Firm
Employee
Benefits Committee
LandAmerica
Financial Group, Inc.
We
have
audited the accompanying statements of net assets available for benefits
of the
LandAmerica Financial Group, Inc. Savings and Stock Ownership Plan (the “Plan”)
as of December 31, 2006 and 2005 and the related statement of changes in
net assets available for benefits for the year ended December 31,
2006. These financial statements are the responsibility of the Plan’s
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about
whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan as of
December 31, 2006 and 2005, and the changes in its net assets available for
benefits for the year ended December 31, 2006, in conformity
with accounting principles generally accepted in the United
States.
Our
audits were conducted for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule
of assets (held at end of year) as of December 31, 2006 is presented for
the purpose of additional analysis and is not a required part of the basic
financial statements, but is supplementary information required by the
Department of Labor’s Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan’s management. The
supplemental schedule has been subjected to the auditing procedures applied
in
our audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/
Keiter, Stephens, Hurst, Gary & Shreaves, P.C.
Glen
Allen, Virginia
LandAmerica
Financial Group, Inc. Savings and Stock Ownership Plan
Statements
of Net Assets Available for Benefits
December 31,
2006 and 2005
|
|
2006
|
|
|
2005
|
|
Assets:
|
|
|
|
|
|
|
Investments
|
|
$ |
502,636,537
|
|
|
$ |
421,071,824
|
|
|
|
|
|
|
|
|
|
|
Receivables:
|
|
|
|
|
|
|
|
|
Employer
contributions (net of forfeitures)
|
|
|
679,991
|
|
|
|
533,644
|
|
Participant
contributions
|
|
|
1,430,981
|
|
|
|
1,251,709
|
|
Remaining
assets of merged plan
|
|
|
759,921
|
|
|
|
11,155,475
|
|
|
|
|
|
|
|
|
|
|
Total receivables
|
|
|
2,870,893
|
|
|
|
12,940,828
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
|
505,507,430
|
|
|
|
434,012,652
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Accrued
fees payable
|
|
|
49,462
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits at fair value
|
|
$ |
505,457,968
|
|
|
$ |
434,012,652
|
|
|
|
|
|
|
|
|
|
|
Adjustment
from fair value to contract value for fully benefit-responsive
investment
contracts
|
|
|
(2,055,601 |
) |
|
|
(1,721,802 |
) |
|
|
|
|
|
|
|
|
|
Net
assets available for benefits
|
|
$ |
503,402,367
|
|
|
$ |
432,290,850
|
|
See
accompanying
notes.
2
LandAmerica
Financial Group, Inc. Savings and Stock Ownership Plan
Statement
of Changes in Net Assets Available for Benefits
Year
Ended December 31, 2006
Additions:
|
|
|
|
Investment
income:
|
|
|
|
Net appreciation in fair value of investments
|
|
$ |
28,562,183
|
|
Investment income
|
|
|
17,955,089
|
|
Other
|
|
|
80,107
|
|
|
|
|
|
|
|
|
|
46,597,379
|
|
|
|
|
|
|
Contributions:
|
|
|
|
|
Participants
|
|
|
41,593,643
|
|
Employer,
net of forfeitures
|
|
|
20,907,583
|
|
Rollovers
|
|
|
3,654,599
|
|
|
|
|
|
|
|
|
|
66,155,825
|
|
|
|
|
|
|
Total
additions
|
|
|
112,753,204
|
|
|
|
|
|
|
Deductions:
|
|
|
|
|
Benefits
paid to participants
|
|
|
42,121,052
|
|
Administrative
expenses
|
|
|
253,266
|
|
Other
|
|
|
206,917
|
|
|
|
|
|
|
Total
deductions
|
|
|
42,581,235
|
|
|
|
|
|
|
Transfers
in from merged plan
|
|
|
939,548
|
|
|
|
|
|
|
Net
increase
|
|
|
71,111,517
|
|
|
|
|
|
|
Net
assets available for benefits:
|
|
|
|
|
Beginning
of year
|
|
|
432,290,850
|
|
|
|
|
|
|
End
of year
|
|
$ |
503,402,367
|
|
See
accompanying
notes.
3
LandAmerica
Financial Group, Inc. Savings and Stock Ownership Plan
Notes
to
Financial Statements
1.
|
Description
of the Plan:
|
|
The
LandAmerica Financial Group, Inc. Savings and Stock Ownership Plan
(the
“Plan”) is a defined contribution plan covering salaried employees of
LandAmerica Financial Group, Inc. and participating subsidiaries
(the
“Company”) who have completed 30 days of employment. The Plan
is subject to the provisions of the Employee Retirement Income
Security
Act of 1974 (“ERISA”).
|
|
Overall
responsibility for administering the Plan rests with the Benefits
Committee appointed by the Board of Directors of the
Company. Merrill Lynch Trust Company (the “Trustee”) maintains
custody of the Plan’s assets and serves as the trustee of the
Plan.
|
|
The
following description of the Plan provides only general information.
For a
more complete description of the Plan’s provisions, copies of the Summary
Plan Description are available on the Company’s website and from the
Company’s Human Resources
Department.
|
|
Effective
January 1, 2006, participants can elect to defer up to 40% of their
pretax
annual compensation as defined in the Plan, subject to certain
limitations
under applicable federal law. Participants age 50 or older may
make additional catch-up contributions of $5,000 per year during
2006.
|
|
Effective
January 1, 2005, the Company’s matching contribution is equal to 100% of a
participant’s contributions, not to exceed 4% of a participant’s
compensation. These Company contributions are known as “Safe
Harbor Matching Contributions.” A participant is 100% vested in
the Safe Harbor Matching Contributions made to his or her
account. Prior to January 1, 2005, the Company made matching
contributions equal to 80% of a participant’s contributions, not to exceed
3% of the participant’s compensation. In addition, the Company
could make discretionary matching contributions which were determined
by
the Board of Directors of the
Company.
|
|
Each
participant’s account is credited with the participant’s contributions and
allocations of (a) the Company’s contributions and (b) Plan
earnings. Allocations are based on participant earnings or
account balances, as defined in the Plan
document.
|
The
benefit to which a participant is entitled is the benefit that can be provided
from the participant’s account. Forfeited balances of terminated
participants’ nonvested accounts are used to reduce future Company contributions
and were $132,632 as of December 31, 2006 and $141,876 as of December 31,
2005.
LandAmerica
Financial Group, Inc. Savings and Stock Ownership
Plan
Notes
to
Financial Statements, Continued
1.
|
Description
of the Plan (continued):
|
Vesting:
Participants
are immediately vested in their contributions plus actual earnings thereon
and
in Company Safe Harbor Matching Contributions, which were made after January
1,
2005. Vesting in the Company’s matching and discretionary contributions, which
were made prior to January 1, 2005, and actual earnings thereon is based
on
years of service. A participant is 100% vested in these contributions
after six years of service.
Investment
Options:
Upon
enrollment, participants may direct the investment of their account balances
in
any of the following 10 investment options:
LandAmerica
Financial Group, Inc. Common Stock – Monies held by this investment fund are
invested in common stock of the Company.
Davis
New
York Venture Fund – Monies held by this fund are invested primarily in common
stocks with the objective of long-term capital appreciation.
American
Beacon Large Cap Value Fund – The fund seeks long-term capital appreciation and
current income. The fund invests primarily in equity securities of
large market capitalization, U.S. companies.
ING
International Value Fund – Monies held by this fund are invested in a portfolio
composed of foreign common stocks with the goal of achieving long-term capital
appreciation.
The
Growth Fund of America – The fund seeks to provide long-term growth of capital
through a diversified portfolio of common stocks. The fund invests
primarily in common stocks, convertibles, preferred stocks, U.S. government
securities, bonds and cash.
Pioneer
Oak Ridge Small Cap Growth Fund – The fund seeks capital appreciation. The fund
invests primarily in equity securities of small-capitalization, U.S.
companies.
Allianz
NFJ Small Cap Value Fund – The fund seeks long-term growth of capital and income
by normally investing at least 80% of its assets in common stocks of companies
with market capitalization of between $100 million and $2.8 billion
that have below average price to earnings ratios relative to their
industries.
LandAmerica
Financial Group, Inc. Savings and Stock Ownership
Plan
Notes
to
Financial Statements, Continued
1.
|
Description
of the Plan (continued):
|
Investment
Options (continued):
Merrill
Lynch Retirement Preservation Trust Fund – The fund seeks to provide
preservation of capital, liquidity and current income at levels that are
typically higher than those provided by money-market funds.
Merrill
Lynch Equity Index Trust – Monies held by this fund are invested in common
stocks with the objective to provide an investment return corresponding to
the
investment return of the Standard & Poor’s 500 Composite Stock Price
Index.
PIMCO
Total Return Fund – Monies held by this fund are invested primarily in an
intermediate term portfolio of investment grade securities with the goal
of
achieving maximum returns while maintaining capital preservation.
Participants
may change their investment options daily.
Effective
April 1, 2005, the PIMCO NFJ Small Cap Fund was renamed the Allianz NFJ Small
Cap Fund with no change in the fund description or investment objectives.
On
November 30, 2005, the Washington Mutual Investors Fund was eliminated and
replaced by the American Beacon Large Cap Value Fund.
Participant
Loans:
Participants
who have a vested account balance of at least $1,000 may borrow from their
fund
accounts a minimum of $500 up to a maximum of the lesser of $50,000 or 50%
of
their account balance. Loan transactions are treated as a transfer
from (to) the investment fund to (from) the loan fund. Loan terms
range from one to five years, or up to 15 years for the purchase of a primary
residence.
The
loans
are secured by the balance in the participant’s account and bear interest at the
prime rate at the end of the previous quarter plus 2%. Interest rates
averaged approximately 8.1% during 2006 and 7.4% during
2005. Principal and interest are paid ratably through payroll
deductions.
Payment
of Benefits:
Upon
termination of service, a participant generally may elect to receive a lump-sum
amount equal to the vested value of his or her account, or defer payment
if the
participant’s balance is over $1,000.
LandAmerica
Financial Group, Inc. Savings and Stock Ownership
Plan
Notes
to
Financial Statements, Continued
2.
|
Summary
of Significant Accounting
Policies:
|
|
Adoption
of New Accounting
Guidance:
|
|
At
December 31, 2006, the Plan adopted the provisions of FASB Staff
Position
AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive
Investment Contracts Held by Certain Investment Companies Subject
to the
AICPA Investment Company Guide and Defined-Contribution Health
and Welfare
and Pension Plans (the “FSP”). The FSP defines the circumstances in
which an investment contract is considered fully benefit responsive
and
provides certain reporting and disclosure requirements for fully
benefit
responsive investment contracts in defined contribution health
and welfare
and pension plans. As required by the FSP, investments in the accompanying
Statements of Net Assets Available for Benefits include fully benefit
responsive investment contracts recognized at fair value. The FSP
requires
fully benefit responsive investment contracts to be reported at
fair value
in the Plan’s Statement of Net Assets Available for Benefits with a
corresponding adjustment to reflect these investments at contract
value.
The requirements of the FSP have been applied retroactively to
the
Statement of Net Assets Available for Benefits as of December 31,
2005,
presented for comparative purposes. Adoption of the FSP had no
effect on
the Statement of Changes in Net Assets Available for Benefits for
any
period presented.
|
Investment
Valuation and Income Recognition:
Marketable
securities are stated at fair value based upon quoted market prices obtained
by
the Trustee from national security exchanges. Shares of registered
investment companies are valued at quoted market prices which represent the
net
asset value of shares held by the Plan at the valuation date. Shares
of LandAmerica Financial Group, Inc. stock are valued at quoted market
price. Participant loans are valued at their outstanding balances,
which approximate fair value.
Assets
underlying the Merrill Lynch Retirement Preservation Trust Fund are primarily
guaranteed investment contracts. These contracts are valued at fair
value and adjusted to contract value, which approximates fair
value. Contract value, as reported to the Plan by the Trustee,
represents contributions made under the contracts, plus interest at the contract
rates, less Plan withdrawals. The carrying value of this investment
has been reclassified as of December 31, 2005 to conform with the 2006
presentation.
Purchases
and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
LandAmerica
Financial Group, Inc. Savings and Stock Ownership
Plan
Notes
to
Financial Statements, Continued
2.
|
Summary
of Significant Accounting Policies
(continued):
|
Use
of Estimates:
The
preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates that
affect
the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Investments
that represent 5% or more of the Plan’s net assets at December 31 are as
follows:
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
|
|
LandAmerica
Financial Group, Inc. Common Stock, 965,400 and 1,011,794 shares,
respectively
|
|
$ |
61,671,405
|
|
|
$ |
65,537,939
|
|
Merrill
Lynch Retirement Preservation Trust Fund
|
|
|
108,189,514
|
|
|
|
95,655,659
|
|
Davis
New York Venture Fund, 1,498,706 and 1,494,120 shares,
respectively
|
|
|
58,374,592
|
|
|
|
50,904,674
|
|
American
Beacon Large Cap Value Fund, 2,267,388 and 2,264,557 shares,
respectively.
|
|
|
60,763,110
|
|
|
|
45,155,258
|
|
The
Growth Fund of America, 1,642,512 and 1,413,282 shares,
respectively
|
|
|
53,644,454
|
|
|
|
43,359,499
|
|
Merrill
Lynch Equity Index Trust, 303,505 and 289,827 shares,
respectively
|
|
|
32,614,631
|
|
|
|
26,968,375
|
|
PIMCO
Total Return Fund, 3,244,928 and 2,600,985 shares,
respectively
|
|
|
33,682,357
|
|
|
|
27,310,346
|
|
ING
International Value Fund, 2,299,748 and 1,683,844 shares,
respectively
|
|
|
47,328,824
|
|
|
|
30,090,294
|
|
During
2006, the Plan’s investments (including gains and losses on investments
purchased, sold, as well as held during the year) appreciated in fair value
as
follows:
|
|
Net
Realized and Unrealized
Appreciation
in Fair Value of
Investments
|
|
|
|
|
|
Common
stock
|
|
$ |
975,221
|
|
Common/collective
trusts
|
|
|
4,363,252
|
|
Mutual
funds
|
|
|
23,223,710
|
|
|
|
|
|
|
|
|
$ |
28,562,183
|
|
LandAmerica
Financial Group, Inc. Savings and Stock Ownership
Plan
Notes
to
Financial Statements, Continued
4. Risks
and Uncertainties:
The
Plan
invests in various investment securities. Investment securities are exposed
to
various risks such as interest rate, market and credit risks. Due to
the level of risk associated with certain investment securities, it is at
least
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect
participants’ account balances and the amounts reported in the statements of net
assets available for benefits.
Although
it has not expressed any intent to do so, the Company has the right under
the
Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
6.
|
Administrative
Expenses:
|
Although
not required by the Plan, the Company absorbs a portion of the costs of plan
administration.
The
Company has received a determination letter from the Internal Revenue Service
dated June 5, 2003, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the “Code”) and, therefore, the related trust is
exempt from taxation. Subsequent to this determination by the Internal Revenue
Service, the Plan was amended. Once qualified, the Plan is required to operate
in conformity with the Code to maintain its qualification. The Plan
administrator believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that the Plan,
as
amended, is qualified and the related trust is tax exempt.
8.
|
Party-in-Interest
Transactions:
|
Participants
may direct the Trustee as to the voting of the LandAmerica Financial Group,
Inc.
common stock credited to their account. In addition, the Plan invests
in a number of the Trustee’s mutual funds and common/collective trusts, which
are identified as a transaction with a party-in-interest in the accompanying
supplemental schedule.
LandAmerica
Financial Group, Inc. Savings and Stock Ownership
Plan
Notes
to
Financial Statements, Continued
9.
|
Distributions
Payable to Withdrawn
Participants:
|
Amounts
related to participants who had withdrawn from participation in the earnings
and
operations of the Plan as of the Plan year end, but for which disbursement
had
not been made were approximately $458,855 and $201,793 as of December 31,
2006 and 2005, respectively. Such amounts are required to be reported
as liabilities on the prescribed financial statements of Form 5500 and,
accordingly, will be a reconciling item between the net assets available
for
benefits as reported in the financial statements of Form 5500 and the
accompanying financial statements.
During
2005, the Plan received assets from a qualified retirement plan sponsored
by a
company which was acquired by LandAmerica Financial Group, Inc. This
former plan was merged into the Plan, with the participants generally receiving
vesting credit under the Plan for their tenure with the acquired
company. As of December 31, 2005, the Plan had recorded a receivable
in the amount of $11,155,475, which represented the fair value of the remaining
assets in the acquired company’s qualified retirement plan. During 2006, the
majority of the remaining assets of the acquired company’s retirement plan were
transferred to the Plan. As of December 31, 2006, the Plan has a receivable
in
the amount of $759,921, which represents the value of certain annuity contracts
in the acquired company’s retirement plan that will be transferred into the Plan
ratably over a five-year period.
SUPPLEMENTAL
SCHEDULE
LandAmerica
Financial Group, Inc. Savings and Stock Ownership Plan
Employer
Identification No. 541589611
Plan
No. 002
Schedule
H, Line 4(i) -
Schedule of Assets (Held at End of Year)
As
of
December 31, 2006
|
|
Fair
Value
|
|
LandAmerica
Financial Group, Inc. Common Stock#:
|
|
|
|
LandAmerica
Financial Group, Inc. Common Stock, 965,400 shares
|
|
$ |
61,671,405
|
|
UC
Common Stock Fund:
|
|
|
|
|
Universal
Corporation Common Stock, 34,163 shares
|
|
|
1,674,315
|
|
Davis
New York Venture Fund:
|
|
|
|
|
Davis
New York Venture Fund, 1,498,706 shares
|
|
|
58,374,592
|
|
American
Beacon Large Cap Value Fund:
|
|
|
|
|
American
Beacon Large Cap Value Fund, 2,267,388 shares
|
|
|
60,763,110
|
|
The
Growth Fund of America:
|
|
|
|
|
The
Growth Fund of America, 1,642,512 shares
|
|
|
53,644,454
|
|
ML
Retirement Preservation Trust Fund*#:
|
|
|
|
|
ML
Retirement Preservation Fund, N.A.
|
|
|
108,189,514
|
|
ML
Equity Index Trust*#:
|
|
|
|
|
ML
Equity Index Fund, 303,505 shares
|
|
|
32,614,631
|
|
PIMCO
Total Return Fund:
|
|
|
|
|
PIMCO
Total Return Fund, 3,244,928 shares
|
|
|
33,682,357
|
|
ING
International Value Fund:
|
|
|
|
|
ING
International Value Fund, 2,299,748 shares
|
|
|
47,328,824
|
|
Pioneer
Oak Ridge Small Cap Growth Fund:
|
|
|
|
|
Pioneer
Oak Ridge Small Cap Growth Fund, 556,639 shares
|
|
|
14,389,111
|
|
Allianz
NFJ Small Cap Value Fund:
|
|
|
|
|
Allianz
NFJ Small Cap Value Fund, 614,145 shares
|
|
|
19,192,038
|
|
Loans
to Participants, 5% - 11.5%
|
|
|
11,112,186
|
|
|
|
|
|
|
Total
Investment Assets
|
|
$ |
502,636,537
|
|
*
Indicates common/collective trusts
|
#
Indicates a party-in-interest to the
Plan
|
SIGNATURE
The
Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan)
have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
|
LandAmerica
Financial Group, Inc.
|
|
|
|
Savings
and Stock Ownership Plan
|
|
|
|
|
|
|
Date: June
28, 2007
|
|
By:
|
LandAmerica
Financial Group, Inc., Plan Administrator
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Ross W. Dorneman
|
|
|
|
|
Ross
W. Dorneman
|
|
|
|
|
Executive
Vice President and
|
|
|
|
|
Chief
Administrative Officer
|
|
|
|
|
LandAmerica
Financial Group, Inc.
|
EXHIBIT
INDEX
TO
FORM
11-K
FOR
THE
LANDAMERICA FINANCIAL GROUP, INC.
SAVINGS
AND STOCK OWNERSHIP PLAN
Exhibit
Number
|
|
Description
of Exhibit
|
|
|
|
23
|
|
Consent
of Keiter, Stephens, Hurst, Gary & Shreaves, P.C. independent
registered public accounting firm, dated June 27,
2007
|