UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

 

NOTIFICATION OF LATE FILING

 

 

 

 

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:         N/A 

 

PART I – REGISTRANT INFORMATION

 

LandAmerica Financial Group, Inc.            

Full Name of Registrant

 

N/A         

Former Name if Applicable

 

5600 Cox Road   

Address of Principal Executive Office (Street and Number)

 

Glen Allen, Virginia 23060              

City, State and Zip Code

 

 

PART II – RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

 

 

 

PART III – NARRATIVE

 

State below in reasonable detail why Forms 10-K, 11-K, 20-F, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

On November 26, 2008, LandAmerica Financial Group, Inc. (“LandAmerica” or the “Company”) filed a voluntary petition for relief under chapter 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Virginia (the “Court”).  The Company’s chapter 11 case is being administered under Case Number 08-35994.  Thereafter, on December 22, 2008, LandAmerica sold all of its interests in its underwriters, Lawyers Title Insurance Corporation, Commonwealth Land Title Insurance Company and United Capital Title Insurance Company, to Fidelity National Financial, Inc. and certain of its subsidiaries (“Fidelity”).  At the time of the sale, these underwriters constituted approximately 85% of the Company’s revenues.

 

LandAmerica’s current activities consist of administering its estate, providing limited transition services to Fidelity and disposing of its remaining assets.  LandAmerica does not have debtor-in-possession financing.  Further, the Company’s available cash is limited, and, during its chapter 11 case, such cash is needed to meet administrative expenses such as rent, payroll, corporate overhead, advisors’ fees, and expenses associated with selling remaining assets, reconciling claims and winding down the Company’s affairs.  The chapter 11 proceedings created obligations to file monthly operating reports with the Court, and the Company has used its limited financial and human resources to complete such filings.   The Company currently does not have, and does not expect to have in the future, the capacity to prepare consolidated financial statements for the fiscal quarter ended September 30, 2009 that are capable of being reviewed by an independent registered public accounting firm or certified by the Company's executive officers.

 

As a result, the Company will not be in a position to file its Form 10-Q for the third fiscal quarter of 2009 by the fifth calendar day following the required filing date, as prescribed in Rule 12b-25 and further cannot make any assurances as to when it will complete and file the Form 10-Q. The Company has not had the resources, and does not expect to have the resources, to file its Form 10-Q for the third fiscal quarter of 2009.

 

PART IV -- OTHER INFORMATION

 

 

and Chief Financial Officer                                                804                       267-8114 

 

*The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009 have not been filed.  A Form 12b-25 with respect to these reports was filed on February 27, 2009, May 6, 2009, and November 9, 2009, respectively.

 

 

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

**The Company anticipates, based on the information currently available to it, that results of operations for the fiscal quarter ended September 30, 2009 will be significantly different from those for the fiscal quarter ended September 30, 2008, due to significant financial deterioration in the business over the past year and in particular, its bankruptcy proceedings described above. On September 18, 2009 and October 23, 2009, the Company filed current reports on Form 8-K that includes certain financial information relating to the periods July 1-31, 2009 and August 1-31, 2009; however, such information has not been audited or reviewed by independent accountants. In addition, following the filing of its Trustee Report for the period September 1-30, 2009 with the bankruptcy court, which is expected to occur after November 16, 2009, the Company intends to file the Trustee Report on a current report on Form 8-K. The Trustee Report will include financial information relating to the period September 1-30, 2009, also unaudited and unreviewed by independent accountants. Given the Company’s limited financial and human resources, the Company cannot at this time estimate what significant changes would be reflected in its results of operations for such period compared to prior periods. The Company notes that its results of operations for the third fiscal quarter of 2008 were prepared on the basis of the assumption that the Company and its consolidated subsidiaries would continue to operate as a going concern, which was not the case as of September 30, 2009.

 

 

 

 

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.