SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 23, 1997
THE FIRST AMERICAN FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 0-3658 95-1068610
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
114 EAST FIFTH STREET, SANTA ANA, CALIFORNIA 92701-4642
(Address of Principal Executive Offices)
(714) 558-3211
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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Item 5 Other Events
On October 23, 1997, the Board of Directors of The First American
Financial Corporation, a California corporation (the "Company"), declared a
dividend distribution of one Right for each outstanding common share, $1.00
par value (the "Common Shares") of the Company, to shareholders of record at
the close of business on November 15, 1997 (the "Record Date"). Each Right
entitles the record holder to purchase from the Company one one hundred-
thousandth of a share ("Preferred Share Fraction") of the Company's Series A
Junior Participating Preferred Shares, $1.00 par value (the "Preferred
Shares"), at a price of $265 (the "Purchase Price"), subject to adjustment in
certain circumstances. Except as otherwise provided in the Rights Agreement
(as defined below), the Purchase Price may be paid, at the election of the
registered holder, in cash or by certified bank check or money order payable
to the order of the Company. The description and terms of the Rights are set
forth in a Rights Agreement, dated as of October 23, 1997 (as it may be
amended, modified or supplemented from time to time, the "Rights Agreement"),
between the Company and Wilmington Trust Company, as Rights Agent.
Initially, the Rights will be attached to the certificates representing
outstanding Common Shares, and no Rights Certificates will be distributed.
The Rights will separate from the Common Shares and a "Distribution Date" will
occur upon the earlier of (i) the close of business on the tenth day after the
date (the "Share Acquisition Date") of a public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding Common Shares, or (ii) the close of business on the
tenth Business Day (or such later date as may be determined by the Company's
Board of Directors prior to such time as any person becomes an Acquiring
Person) after the commencement of a tender offer or exchange offer if, upon
consummation thereof, the person or group making such offer would be the
beneficial owner of 15% or more of the outstanding Common Shares. Until the
Distribution Date, (i) the Rights will be evidenced by the Common Share
certificates and will be transferred with and only with such Common Share
certificates, (ii) new Common Share certificates issued after the Record Date
will bear a legend incorporating the Rights Agreement by reference and (iii)
the surrender for transfer of any certificates for Common Shares outstanding
will also constitute the transfer of the Rights associated with the Common
Shares represented by such certificate. As soon as practicable following the
Distribution Date, Rights Certificates will be mailed to holders of record of
the Common Shares as of the close of business on the Distribution Date and,
thereafter, such separate Rights Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on October 23, 2007 unless earlier redeemed by
the Company as described below.
Except in the circumstances described below, after the Distribution Date
each Right will be exercisable into a Preferred Share Fraction. Each
Preferred Share Fraction carries voting and dividend rights that are intended
to produce the equivalent of one Common Share. The voting and dividend rights
of the Preferred Shares are subject to adjustment in the event of dividends,
subdivisions and combinations with respect to the Common Shares of the
Company. In lieu of issuing certificates for fractions of Preferred Shares
(other than fractions which are integral multiples of Preferred Share
Fractions), the Company may pay cash in accordance with the Rights Agreement.
In the event that, at any time following the Distribution Date, a Person
becomes an Acquiring Person (other than pursuant to an offer for all
outstanding Common Shares at a price and on terms which the majority of the
independent Directors determine to be fair to, and otherwise in the best
interests of, shareholders), the Rights Agreement provides that proper
provision shall be made so that each holder of a Right will thereafter have
the right to receive, upon the exercise thereof, Common Shares (or, in certain
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circumstances, cash, property or other securities, including Preferred Share
Fractions, of the Company) having a value equal to two (2) times the exercise
price of the Right. In lieu of requiring payment of the Purchase Price upon
exercise of the Rights following any such event, the Company may provide that
each Right be exchanged for one Common Share (or cash, property or other
securities, as the case may be). The only right of a holder of Rights
following the Company's election to provide for such exchange shall be to
receive the above described securities. Notwithstanding any of the foregoing,
following the occurrence of any of the events set forth in this paragraph, any
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by an Acquiring Person shall immediately
become null and void.
For example, at an exercise price of $265 per Right, each Right not owned
by an Acquiring Person (or by certain related parties) following an event set
forth in the preceding paragraph would entitle its holder to purchase $530
worth of Common Shares (or other equivalent securities, as noted above) for
$265. Assuming that the Common Shares had a per share value of $132.50 at
such time, the holder of each valid Right would be entitled to purchase four
Common Shares (or other equivalent securities, as noted above) for $265.
Alternatively, the Company could permit the holder to surrender each Right in
exchange for one Common Share (with a value of $132.50) without the payment of
any consideration other than the surrender of the Right.
In the event that, at any time following the Share Acquisition Date, (i)
the Company engages in a merger or consolidation in which the Company is not
the surviving corporation, (ii) the Company engages in a merger or con-
solidation with another person in which the Company is the surviving
corporation, but in which all or part of its Common Shares are changed or
exchanged, or (iii) 50% or more of the Company's assets or earning power is
sold or transferred (except with respect to clauses (i) and (ii), a merger or
consolidation (a) which follows an offer described in the second preceding
paragraph and (b) in which the amount and form of consideration is the same as
was paid in such offer), the Rights Agreement provides that proper provision
shall be made so that each holder of a Right (except Rights which previously
have been voided as set forth above) shall thereafter have the right to
receive, upon the exercise thereof, common stock of the acquiring company
having a value equal to two (2) times the exercise price of the Right. The
events set forth in this paragraph and in the second preceding paragraph are
referred to as the "Triggering Events."
The Purchase Price payable, and the number of Preferred Share Fractions
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event
of a stock dividend on the Preferred Shares or other capital shares, or a
subdivision, combination or reclassification of the Preferred Shares, (ii)
upon the grant to holders of the Preferred Shares of certain rights or
warrants to subscribe for Preferred Shares or securities convertible into
Preferred Shares at less than the current market price of the Preferred
Shares, or (iii) upon the distribution to holders of the Preferred Shares of
evidences of indebtedness or assets (excluding regular quarterly cash
dividends or dividends payable in Preferred Shares) or of subscription rights
or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares (other than fractions
which are integral multiples of Preferred Share Fractions) will be issued upon
exercise of the Rights and, in lieu thereof, a cash payment will be made based
on the market price of the Preferred Shares on the last trading date prior to
the date of exercise.
At any time prior to the earlier of (i) the date on which a person
becomes an Acquiring Person and (ii) the Final Expiration Date, the Board of
Directors of the Company may redeem the Rights in whole, but not in part, at a
price of $.001 per Right, payable in cash or securities or both (the
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"Redemption Price"). Immediately upon the action of the Board of Directors of
the Company ordering redemption of the Rights, the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption
Price.
Issuance of Common Shares upon exercise of Rights is subject to
regulatory approval. Until a Right is exercised, the holder thereof, as such,
will have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the distribution
of the Rights will not be taxable to shareholders or to the Company,
shareholders may, depending upon the circumstances, recognize taxable income
in the event that the Rights become exercisable for Common Shares (or other
consideration) of the Company or for common stock of the acquiring company as
set forth above.
Any of the provisions of the Rights Agreement, other than certain
provisions relating to the principal economic terms of the Rights, may be
amended by the Board of Directors of the Company prior to the Distribution
Date. Thereafter, the provisions, other than certain provisions relating to
the principal economic terms of the Rights, of the Rights Agreement may be
amended by the Board in order: to cure any ambiguity, defect or
inconsistency; to shorten or lengthen any time period under the Rights
Agreement; or in any other respect that will not adversely affect the
interests of holders of Rights (excluding the interests of any Acquiring
Person); provided that no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not redeemable.
As of October 31, 1997 there were 11,770,898 Common Shares issued and
outstanding. Each outstanding Common Share on November 15, 1997 will receive
one Right. As long as the Rights are attached to the Common Shares and in
certain other limited circumstances, the Company will issue one Right with
each new Common Share so that all such shares will have attached Rights.
1,000 Preferred Shares will initially be reserved for issuance upon exercise
of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired. The Rights should not interfere with any
merger or other business combination approved by the Board of Directors of the
Company.
The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibits the Certificate
of Determination of Series A Junior Participating Preferred Shares, the form
of Rights Certificate and the form of Summary of Rights, is attached hereto as
an Exhibit and incorporated herein by reference. The foregoing description of
the Rights is qualified by reference to such Exhibit.
Item 7 Exhibits
4 Form of Rights Agreement, dated as of October 23, 1997,
between The First American Financial Corporation and
Wilmington Trust Company. (Incorporated by reference to
Exhibit 4 of the Registration Statement on Form 8-A of the
Company dated November 7, 1997.)
99 Press Release of The First American Financial Corporation
dated October 23, 1997.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
THE FIRST AMERICAN FINANCIAL CORPORATION
(Registrant)
Date: November 7, 1997 By:/S/ MARK R ARNESEN
Name: Mark R Arnesen
Title: Vice President and Secretary
EXHIBIT 99
THE FIRST AMERICAN FINANCIAL CORPORATION
Contact: Thomas A. Klemens
Chief Financial Officer
(714) 558-3211, ext. 7442
THE FIRST AMERICAN FINANCIAL CORPORATION
ANNOUNCED SHAREHOLDER RIGHTS PLAN
SANTA ANA, CALIFORNIA, OCTOBER 23, 1997 - The First American Financial
Corporation (NYSE: FAF) announced today that its Board of Directors has
adopted a Shareholder Rights Plan designed to enhance the Board's ability to
prevent a hostile acquiror from depriving shareholders of the long-term value
of their investment and to protect shareholders against attempts to acquire
the Company by means of the unfair and abusive takeover tactics that are
prevalent in many unsolicited takeover attempts. The Rights Plan will help
guard against partial tender offers, squeezeouts, open market accumulations
and other strong-arm tactics designed to gain control of the Company without
paying all shareholders an appropriate control premium. The Rights Plan is
not being adopted in response to any specific effort to acquire control of the
Company, and the Company is not aware of any such effort.
Under the Rights Plan, after the close of business on November 15, 1997,
each holder of the Company's Common Shares, $1 par value, will receive a
dividend distribution of one Right for each Common Share held. Each Right
entitles the holder thereof to buy a Preferred Share Fraction equal to
1/100,000 of a share of Series A Junior Participating Preferred Shares of the
Company at an exercise price of $265.00 per Preferred Share Fraction. Each
Preferred Share Fraction is designed to be equivalent in voting and dividend
rights to one Common Share.
The Rights will be exercisable and will trade separately from the Common
Shares only if a person or group, with certain exceptions, acquires beneficial
ownership of 15% or more of the Company's Common Shares or commences a tender
or exchange offer that would result in such person or group beneficially
owning 15% or more of the Common Shares then outstanding. Prior to this time,
the Rights will not trade separately from the Common Shares. The Company may
redeem the Rights at $0.001 per Right at any time prior to the occurrence of
one of these events. All Rights expire on October 23, 2007.
Each Right will entitle its holder to purchase, at the Right's
then-current exercise price, Preferred Share Fractions (or other securities of
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The First American Financial Corporation) having a value of twice the Right's
exercise price. This amounts to the right to buy Preferred Share Fractions of
the Company at half price. Rights owned by the party triggering the exercise
of Rights will be void and therefore will not be exercisable.
In addition, if, after any person has become a 15%-or-more stockholder,
the Company is involved in a merger or other business combination transaction
with another person in which the Company's Common Shares are changed or
converted, or if the Company sells 50% or more of its assets or earning power
to another person, each Right will entitle its holder to purchase, at the
Right's then-current exercise price, common stock of such other person (or its
parent) having a value of twice the Right's exercise price.
Details of the Shareholder Rights Plan will be mailed to shareholders in
the near future.
The First American Financial Corporation, based in Santa Ana, California,
is the nation's leading provider of real estate-related financial and
information services. The company's subsidiaries include First American Title
Insurance Company, a national and international title insurer; First American
Real Estate Information Services, Inc., which offers tax monitoring, credit
reporting, flood certification, mortgage loan servicing systems, appraisal
services, mortgage document preparation and field inspection services
nationally; First American Home Buyers Protection Corporation, a home warranty
company; and First American Capital Management, an investment advisory firm.
The company also operates First American Trust Company and First Security
Thrift Company in Southern California. First American Financial has more than
10,000 employees in over 400 branch offices in the United States and abroad.
Information about the company's subsidiaries and an archive of its press
releases can be found at http://www.firstam.com on the Internet.
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