As filed with the Securities and Exchange Commission on December 4, 2009.

Registration No. 333-134614

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Post-effective Amendment No. 2 to

FORM S-4

 

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

LANDAMERICA FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

5600 Cox Road, Glen Allen, Virginia 23060

(Address of principal executive offices) (Zip Code)

__________________

 

G. William Evans

Executive Vice President and Chief Financial Officer

LandAmerica Financial Group, Inc.

5600 Cox Road

Glen Allen, Virginia 23060

(Name and address of agent for service)

 

(804) 267-8000

(Telephone number, including area code, of agent for service)

___________

 

Approximate date of commencement of proposed sale to the public: Not applicable.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

         

 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

This Post-effective Amendment No. 2 to Registration Statement on Form S-4 (No. 333-134614) shall hereafter become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933, as amended.

 

EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment No. 2 to the registration statement on Form S-4 (File No. 333-134614) (the “Registration Statement”) is being filed by LandAmerica Financial Group, Inc. (the “Company”) to deregister all of the shares of Company common stock remaining unissued under the Registration Statement as of the effective date of this Post-Effective Amendment No. 2.

 

On November 26, 2008, the Company and LandAmerica 1031 Exchange Services, Inc. (“LES” and, together with the Company and certain other debtor-affiliates, the “Debtors”) filed voluntary petitions under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Eastern District of Virginia, Richmond Division (the “Bankruptcy Court”).  As previously disclosed, on November 23, 2009, the Bankruptcy Court entered an order confirming the Debtors’ amended joint plan of liquidation dated November 16, 2009 (as amended, the “Plan”). As contemplated by the Plan, the existing securities of the Company will be cancelled on the Effective Date (as such term is defined in the Plan) and will not receive any distributions. In anticipation of the Effective Date, the Company has terminated all offerings of its securities under existing registration statements, including the Registration Statement.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

 

The following exhibits are filed on behalf of the Registrant as part of this Post-Effective Amendment No. 2 to the Registration Statement:

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the county of Henrico, Commonwealth of Virginia, on December 4, 2009.

 

 

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

 

 

 

 

 

 

 

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