UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. )*
LandAmerica Financial Group, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
514936103
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(CUSIP Number)
Carl Casler
c/o Viking Global Performance LLC
55 Railroad Avenue, 3rd Floor
Greenwich, CT 06850
(203) 863-5039
With a Copy to:
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10019
(212) 756-2000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 1, 2007
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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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[X].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
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* 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
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).
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CUSIP No. 514936103 SCHEDULE 13D Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
Viking Global Performance LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK 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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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 1,353,200
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BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,353,200
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,353,200
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.9%
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14 TYPE OF REPORTING PERSON
OO
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CUSIP No. 514936103 SCHEDULE 13D Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
Viking Global Investors LP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK 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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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 1,353,200
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,353,200
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,353,200
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.9%
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14 TYPE OF REPORTING PERSON
PN
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CUSIP No. 514936103 SCHEDULE 13D Page 4 of 9 Pages
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1 NAME OF REPORTING PERSON
O. Andreas Halvorsen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK 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
Norway
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 1,353,200
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,353,200
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,353,200
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.9%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 514936103 SCHEDULE 13D Page 5 of 9 Pages
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1 NAME OF REPORTING PERSON
David C. Ott
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK 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
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 1,353,200
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,353,200
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,353,200
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.9%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 514936103 SCHEDULE 13D Page 6 of 9 Pages
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the shares of Common Stock, no
par value (the "Shares"), of LandAmerica Financial Group, Inc., a Virginia
corporation (the "Issuer"). The principal executive office of the Issuer is
located at 5600 Cox Road, Glen Allen, Virginia 23060.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by Viking Global Performance LLC, a Delaware
limited liability company ("VGP"), Viking Global Investors LP, a Delaware
limited partnership ("VGI"), O. Andreas Halvorsen ("Halvorsen") and David C.
Ott ("Ott") (collectively the "Reporting Persons").
(b) The principal business address for VGP and VGI is 55 Railroad
Avenue, 3rd Floor, Greenwich, Connecticut 06850. The principal business address
for Messrs. Halvorsen and Ott is c/o Viking Global Investors LP, 55 Railroad
Avenue, 3rd Floor, Greenwich, Connecticut 06850.
(c) The principal business of VGP is investing for funds and accounts
under its management. VGP is the general partner of Viking Global Equities LP
("VGE-LP") and investment manager of Viking Global Equities III Ltd. ("VGE-LTD")
and VGE-III Portfolio Ltd. ("VGE-III")(collectively, the "Funds"). VGI provides
managerial services to the Funds. Messrs. Halvorsen and Ott are members of the
operating committee of VGP and managing directors of Viking Global Partners LLC,
which is the general partner of VGI.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Halvorsen is a citizen of Norway, and Mr. Ott is a citizen of
the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Funds for the purchase of the Shares reported herein held by VGE-LP and
VGE-III were derived from their respective general working capital. A total of
approximately $90.2 million was paid to acquire such Shares.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons previously filed a Schedule 13G with respect to
the Shares on March 9, 2007. The Reporting Persons originally acquired the
Shares for investment purposes in the ordinary course of business because
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CUSIP No. 514936103 SCHEDULE 13D Page 7 of 9 Pages
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they believed that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity.
On June 1, 2007, VGI delivered a letter to the Issuer stating that,
while it has generally been pleased with management's execution over the last
two years, it believes that the next appropriate step in value creation for
shareholders is a sale of the Issuer. VGI believes that an acquisition of the
Issuer by one of its larger competitors would result in synergies approximating
$6.00 to $7.00 per Share and would afford shareholders a substantial return in
the form of a control premium at the time of the sale. VGI, therefore, requested
that the Issuer's Board of Directors engage an investment bank to solicit
interest from potential acquirers on the Issuer's behalf. A copy of the letter
is attached hereto as Exhibit A and is incorporated herein by reference.
Except as described herein, none of the Reporting Persons has any
present plan or proposal that would relate to or result in any of the matters
set forth in subparagraphs (a)through (j) of Item 4 of Schedule 13D. The
Reporting Persons and their representatives intend to review their investment in
the Issuer on a continuing basis and may, at any time and from time to time,
engage in discussions with management, the Issuer's Board of Directors, other
stockholders of the Issuer, potential acquirers and other appropriate third
parties concerning the business, operations, board composition, management,
strategy, potential sale, and future plans of the Issuer. Depending on various
factors including, without limitation, the Issuer's financial position and
strategic direction, the outcome of any of the discussions and actions
referenced above, price levels of the Shares, conditions in the securities
market and general economic and industry conditions, the Reporting Persons may
in the future take such actions with respect to their investment in the Issuer
as they deem appropriate including, without limitation, purchasing additional
Shares or selling some or all of their Shares, engaging in short selling of or
any hedging or similar transactions with respect to the Shares, and/or otherwise
changing their intention with respect to any and all matters referred to in Item
4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on May 31, 2007, the Reporting Persons
beneficially owned an aggregate of 1,353,200 Shares, constituting approximately
7.9% of the Shares outstanding.
The aggregate percentage of Shares beneficially owned by the Reporting
Persons is based upon 17,107,356 Shares outstanding, which is the total number
of Shares outstanding as of April 25, 2007, as reported in the Issuer's
Quarterly Report on Form 10-Q for the period ended March 31, 2007.
(b) VGP is the general partner of VGE-LP and investment manager of
VGE-III and VGE-LTD and consequently has the power to vote or direct the voting,
and to dispose or direct the disposition, of all of the 521,000 shares held by
VGE-LP and the 832,200 shares held by VGE-III. VGE-III holds the securities
acquired by VGE-LTD. VGI provides managerial services to the Funds, and
consequently also has the power to vote or direct the voting, and to dispose or
direct the disposition, of all of the 521,000 shares held by VGE-LP and the
832,200 shares held by VGE-III. By virtue of their positions as members of the
operating committee of VGP and managing directors of Viking Global Partners LLC,
which is the general partner of VGI, Messrs. Halvorsen and Ott are also deemed
to have shared voting power and shared dispositive power with respect to all
Shares as to which VGP and VGI have voting power or dispositive power.
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CUSIP No. 514936103 SCHEDULE 13D Page 8 of 9 Pages
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Accordingly, the Reporting Persons are deemed to have shared voting and
dispositive power with respect to an aggregate of 1,353,200 Shares.
(c) Information concerning transactions in the Shares effected by the
Reporting Persons during the past sixty days is set forth in Appendix I hereto
and is incorporated herein by reference. Unless otherwise indicated, all such
transactions were effected in the open market.
(d) No person other than the Reporting Persons is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares reported herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The Reporting Persons may, from time to time, enter into and dispose of
cash-settled equity swap or other similar derivative transactions with one or
more counterparties that are based upon the value of Shares, which transactions
may be significant in amount. The profit, loss and/or return on such contracts
may be wholly or partially dependent on the market value of the Shares, the
relative value of the Shares in comparison to one or more other financial
instruments, indexes or securities, a basket or group of securities in which the
Shares may be included, or a combination of any of the foregoing. In addition to
the Shares that they beneficially own without reference to these contracts, the
Reporting Persons currently have long economic exposure to 960,000 Shares
through such contracts. These contracts do not give the Reporting Persons direct
or indirect voting, investment or dispositive control over any securities of the
Issuer and do not require the counterparties thereto to acquire, hold, vote or
dispose of any securities of the Issuer. Accordingly, the Reporting Persons
disclaim any beneficial ownership in any securities that may be referenced in
such contracts or that may be held from time to time by any counterparties to
such contracts.
Except as otherwise set forth herein, the Reporting Persons do not
have any contract, arrangement, understanding or relationship with any person
with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as appendices and exhibits:
Appendix I: Transactions Effected During the Past Sixty Days
Appendix II: Joint Filing Agreement
Exhibit A: Letter to the Issuer's Board of Directors
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CUSIP No. 514936103 SCHEDULE 13D Page 9 of 9 Pages
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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: June 1, 2007
VIKING GLOBAL PERFORMANCE LLC
By: /s/ O. Andreas Halvorsen
---------------------------
Name: O. Andreas Halvorsen
Title: Chief Investment Officer
VIKING GLOBAL INVESTORS LP
By: Viking Global Partners LLC,
its General Partner
By: /s/ O. Andreas Halvorsen
---------------------------
Name: O. Andreas Halvorsen
Title: Managing Director
/s/ O. Andreas Halvorsen
------------------------------
O. Andreas Halvorsen
/s/ David C. Ott
------------------------------
David C. Ott
APPENDIX I
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS
(All transactions were regular market transactions effected on The NYSE)
I. Transactions effected by VGE-LP
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Date of Amount of Price per
transaction shares share
Bought/(Sold)
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4/2/2007 (27,200) 73.91
4/19/2007 3,700 79.67
4/19/2007 100 79.27
4/19/2007 10,700 79.35
5/18/2007 2,500 88.64
5/18/2007 115,800 89.11
5/18/2007 (115,800) 89.11
5/18/2007 3,900 89.01
5/18/2007 1,500 88.49
5/21/2007 10,400 90.41
5/21/2007 19,500 90.60
5/22/2007 1,400 90.64
5/22/2007 5,600 90.83
5/23/2007 4,300 90.99
5/23/2007 3,500 90.96
5/23/2007 21,700 90.98
II. Transactions effected by VGE-III
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Date of Amount of Price per
transaction shares share
Bought/(Sold)
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4/2/2007 27,200 73.91
4/19/2007 5,800 79.67
4/19/2007 100 79.27
4/19/2007 17,000 79.35
5/18/2007 4,100 88.64
5/18/2007 184,200 89.11
5/18/2007 (184,200) 89.11
5/18/2007 6,200 89.01
5/18/2007 2,300 88.49
5/21/2007 16,600 90.41
5/21/2007 31,000 90.60
5/22/2007 2,100 90.64
5/22/2007 8,900 90.83
5/23/2007 6,900 90.99
5/23/2007 5,600 90.96
5/23/2007 34,500 90.98
APPENDIX II
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D may be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning him or it contained herein and therein, but shall
not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Dated: June 1, 2007
VIKING GLOBAL PERFORMANCE LLC
By: /s/ O. Andreas Halvorsen
---------------------------
Name: O. Andreas Halvorsen
Title: Chief Investment Officer
VIKING GLOBAL INVESTORS LP
By: Viking Global Partners LLC,
its General Partner
By: /s/ O. Andreas Halvorsen
---------------------------
Name: O. Andreas Halvorsen
Title: Managing Director
/s/ O. Andreas Halvorsen
------------------------------
O. Andreas Halvorsen
/s/ David C. Ott
------------------------------
David C. Ott
EXHIBIT A
LETTER TO THE ISSUER'S BOARD OF DIRECTORS
June 1, 2007
LandAmerica Financial Group, Inc.
5600 Cox Road
Glen Allen, Virginia 23060
To the Board of Directors:
Viking owns 1,353,200 million shares, or 7.9% of the outstanding shares
of LandAmerica Financial Group ("LandAmerica" or the "Company") as of May 31,
2007. Viking has held shares in LandAmerica over the last two years, and we have
generally been pleased with management's execution during this time period.
Management has substantially improved shareholder returns through the
redomestication of LandAmerica's title insurance subsidiaries to Nebraska and
through the initiation of Project Fusion. The redomestication of capital will
shrink the outstanding equity base of the Company, allowing it to improve its
currently depressed return on equity. Moreover, we are confident that a
successful implementation of Project Fusion will result in a narrowing of the
gap between operating margins of the Company and the operating margins of its
larger competitors.
While we applaud management for the programs outlined above, at this
time we believe the company should consider other options as well. Based on
previous large-scale acquisitions in the title insurance industry, we believe
that an acquisition of LandAmerica by one of its larger competitors would result
in synergies approximating $6.00 to $7.00 per LandAmerica share, thereby nearly
doubling its earnings per share. While the announced savings from Project Fusion
amount to $35 million in stand-alone cost savings by 2009, the synergies
realized in a sale of the company could exceed $200 million. We believe that
there is considerable interest in LandAmerica from strategic acquirers and the
likelihood of consummating a deal is high. It is our opinion that management and
the Board of Directors should actively explore such an option.
Management and the Board of Directors of LandAmerica have an
opportunity to crown their substantial achievements to date by remaining open to
all potential avenues of value creation. We strongly believe that a sale of the
Company is the highest and best form of value creation available to
shareholders. A sale would afford shareholders a substantial return in the form
of a control premium at the time of the sale and in the form of synergies that
will result from the sale. We believe that the potential for substantial value
creation from a sale of the Company warrants action. Therefore, we request that
LandAmerica's Board of Directors engage an investment bank to solicit
indications of interest from potential acquirers. We would expect LandAmerica's
Board of Directors to carefully consider all acquisition proposals relative to
the attractiveness of remaining independent.
Regards,
/s/ Andreas Halvorsen /s/ Daniel Sundheim
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Chief Investment Officer Portfolio Manager