As filed with the Securities and Exchange Commission on March 8, 1999
Registration No. 333-66431
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT
NO. 5 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)
California 6361 95-1068610
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code No.) Identification No.)
Incorporation of
Organization)
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)
Mark R Arnesen, Esq. (Copy to)
Secretary Neil W. Rust, Esq.
The First American Financial Corporation White & Case LLP
114 East Fifth Street 633 West Fifth Street
Santa Ana, California 92701 Los Angeles, California 90071
(714) 558-3211 (213) 620-7700
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code,
of Agent For Service)
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as the
Registrant shall determine.
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, please 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._________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------ ------------------- ------------------- -------------------- -------------------
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Securities Amount To Be Aggregate Price Aggregate Offering Registration Fee
To Be Registered Registered Per Unit<F1> Price <F1> <F2>
- ------------------------------------ ------------------- ------------------- -------------------- -------------------
- ------------------------------------ ------------------- ------------------- -------------------- -------------------
<S> <C> <C> <C> <C>
Common shares, $1.00 par value 3,000,000 shares $26.906 $80,718,750 $22,440
- ------------------------------------ ------------------- ------------------- -------------------- -------------------
<FN>
<F1> Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act, based on the average
of the high and low prices of the common shares registered on the New York
Stock Exchange as of October 26, 1998.
<F2> Previously paid.
</FN>
</TABLE>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Pre-Effective Amendment No. 5 to Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Santa Ana, state of California, on March 8, 1999.
THE FIRST AMERICAN FINANCIAL
CORPORATION
By: /s/ Parker S. Kennedy
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Parker S. Kennedy, President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 5 to Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
Date: March 8, 1999 By: /s/ D.P. Kennedy
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D.P. Kennedy, Chairman and Director
Date: March 8, 1999 By: /s/ Parker S. Kennedy
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Parker S. Kennedy, President and Director
Date: March 8, 1999 By: /s/ Thomas A. Klemens
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Thomas A. Klemens, Executive Vice
President, Chief Financial Officer
(Principal Financial and Accounting
Officer)
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 5 to Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
Date: March 8, 1999 By: /s/ George L. Argyros *
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George L. Argyros, Director
Date: March 8, 1999 By: /s/ Gary J. Beban *
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Gary J. Beban, Director
Date: March 8, 1999 By: /s/ J. David Chatham *
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J. David Chatham, Director
Date: March 8, 1999 By: /s/ William G. Davis *
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William G. Davis, Director
Date: March 8, 1999 By: /s/ James J. Doti *
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James L. Doti, Director
Date: March 8, 1999 By: /s/ Lewis W. Douglas, Jr. *
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Lewis W. Douglas, Jr., Director
Date: March 8, 1999 By: /s/ Paul B. Fay, Jr. *
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Paul B. Fay, Jr., Director
Date: March 8, 1999 By: /s/ Dale F. Frey *
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Dale F. Frey, Director
Date: March 8, 1999 By: /s/ Anthony R. Moiso *
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Anthony R. Moiso, Director
Date: March 8, 1999 By: /s/ Frank O'Bryan *
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Frank O'Bryan, Director
Date: March 8, 1999 By: /s/ Roslyn B. Payne *
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Roslyn B. Payne, Director
Date: By:
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D. Van Skilling, Director
Date: March 8, 1999 By: /s/ Virginia Ueberroth *
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Virginia Ueberroth, Director
*By: /s/ Mark R Arnesen
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Mark R Arnesen
Attorney-in-Fact
<PAGE>
Exhibit Index
Exhibit
Number Description
4.1. Description of the Registrant's capital stock in Article Sixth of
the Restated Articles of Incorporation of The First American
Financial Corporation, incorporated by reference to Exhibit 3.1
of the Registrant's Post-Effective Amendment No. 1 to
Registration Statement on Form S-4 dated July 28, 1998.
4.2. Rights Agreement, incorporated by reference to Exhibit 4 of the
Registrant's Registration Statement on Form 8-A dated November 7,
1997.
5. Opinion of counsel regarding legality (previously filed).
23.1. Consent of independent accountants.
23.2. Consent of counsel (contained in Exhibit 5) (previously filed).
24. Power of Attorney (previously filed).
EXHIBIT 23. 1.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-4 of The First
American Financial Corporation of our report dated February 9, 1998, appearing
on page 21 of The First American Financial Corporation's Annual Report on Form
10-K for the year ended December 31, 1997. We also consent to the reference to
us under the heading "Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Costa Mesa, California
March 5, 1999
