As filed with the Securities and Exchange Commission on July 14, 1998
Registration No. 333-52031
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE FIRST AMERICAN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
CALIFORNIA 6361 95-1068610
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation of Organization) Classification Code No.) Identification No.)
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114 EAST FIFTH STREET
SANTA ANA, CALIFORNIA 92701-4642
(800) 854-3643
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
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(COPIES TO)
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MARK R ARNESEN, ESQ. NEIL W. RUST, ESQ. BARBARA L. BORDEN, ESQ.
SECRETARY WHITE & CASE LLP COOLEY GODWARD LLP
THE FIRST AMERICAN FINANCIAL CORPORATION 633 WEST FIFTH STREET 4365 EXECUTIVE DRIVE
114 EAST FIFTH STREET LOS ANGELES, CALIFORNIA 90071 SAN DIEGO, CALIFORNIA 92121
SANTA ANA, CALIFORNIA 92701 (213) 620-7700 (619) 550-6000
(714) 558-3211
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent For Service)
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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. [ ]
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. [ ] Registration No.___
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. [ ] Registration No.__________
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DEREGISTRATION OF COMMON SHARES
This Post-Effective Amendment No. 1 amends the Registration Statement
on Form S-4 (Registration No. 333-52031) (the "Registration Statement") on which
The First American Financial Corporation, a California corporation (the
"Company"), registered 838,095 of its Common shares, $1.00 par value to be
issued by the Company pursuant to the Agreement and Plan of Merger dated as of
March 27, 1998 (as amended, the "Merger Agreement"), by and among the Company,
Image Acquisition Corp., a California corporation and wholly- owned subsidiary
of the Company ("IAC"), Data Tree Corporation, a California corporation ("Data
Tree") and Harish Chopra, an individual residing in Rancho Santa Fe, California.
The Securities and Exchange Commission declared the registration statement
effective on May 20, 1998.
In connection with the closing of the merger of IAC with and into Data
Tree, the Company will have issued a total of 632,374 of its Common shares
pursuant to the Merger Agreement. This Post-Effective Amendment No. 1 is being
filed to deregister those Common shares that will not be issued to the former
shareholders of Data Tree pursuant to the Merger Agreement. Therefore, pursuant
to this Post-Effective Amendment No. 1, the Company hereby deregisters the
remaining 205,721 Common shares.
SIGNATURES AND POWERS OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, hereunto
duly authorized in the city of Santa Ana, State of California, on June 24, 1998.
THE FIRST AMERICAN FINANCIAL CORPORATION
By: /s/ Parker S. Kennedy
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Parker S. Kennedy, President
(Principal Executive Officer)
Pursuant the requirement of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Date: June 24, 1998 By: /s/ D.P. Kennedy
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D.P. Kennedy, Chairman and Director
Date: June 24, 1998 By: /s/ Parker S. Kennedy
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Parker S. Kennedy, President and Director
Date: June 24, 1998 By: /s/ Thomas A. Klemens
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Thomas A. Klemens, Executive
Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to the Registration Statement has
been signed below by the following persons in the capacities and on the date
indicated.
Date: June 24, 1998 By: /s/ George L. Argyros*
----------------------
George L. Argyros, Director
Date: June 24, 1998 By: /s/ Gary J. Beban*
------------------
Gary J. Beban, Director
Date: June 24, 1998 By: /s/ J. David Chatham*
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J. David Chatham, Director
Date: June 24, 1998 By: /s/ William G. Davis*
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William G. Davis, Director
Date: June 24, 1998 By: /s/ James L. Doti*
------------------
James L. Doti, Director
Date: June 24, 1998 By: /s/ Lewis W. Douglas, Jr.*
---------------------------
Lewis W. Douglas, Jr., Director
Date: June 24, 1998 By: /s/ Paul B. Fay, Jr.*
----------------------
Paul B. Fay, Jr., Director
Date: June 24, 1998 By: /s/ Dale F. Frey*
-----------------
Dale F. Frey, Director
Date: June 24, 1998 By: /s/ Anthony R. Moiso*
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Anthony R. Moiso, Director
Date: June 24, 1998 By: /s/ Rudolph J. Munzer*
----------------------
Rudolph J. Munzer, Director
Date: June 24, 1998 By: /s/ Frank O'Bryan*
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Frank O'Bryan, Director
Date: June 24, 1998 By: /s/ Roslyn B. Payne*
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Roslyn B. Payne, Director
Date: June 24, 1998 By: /s/ D. Van Skilling*
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D. Van Skilling, Director
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Date: June 24, 1998 By: /s/ Virginia Ueberroth*
-----------------------
Virginia Ueberroth, Director
*By: /s/ Mark R Arnesen
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Mark R Arnesen
Attorney-in-Fact
