As filed with the Securities and Exchange Commission on March 8, 1999
Registration No. 333-67633
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 4 TO
FORM S-3
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 Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation of Industrial Classification Identification No.)
Organization) Code No.)
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: as
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or reinvestment plans, check the following box. [x]
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(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
<S> <C> <C> <C> <C>
Title of Each Class of Proposed Proposed
Securities Amount To Be Maximum Maximum Amount of
To Be Registered Registered Aggregate Price Aggregate Registration
Per Unit<F1> Offering Price <F1> Fee <F2>
common shares, $1.00 par value 67,500 shares $23.75 $1,611,562 $448
===================================================================================================================================
<FN>
(1) 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 March 4, 1998.
(2) A registration fee of $4,641 was paid at the initial filing of the
Registration Statement.
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.
</FN>
</TABLE>
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has caused this Pre-Effective Amendment
No. 4 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
------------------------------------
Parker S. Kennedy, President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 4 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
----------------------------------------
D.P. Kennedy, Chairman and Director
Date: March 8, 1999 By: /s/ Parker S. Kennedy
----------------------------------------
Parker S. Kennedy, President
and Director
Date: March 8, 1999 By: /s/ Thomas A. Klemens
-----------------------------------------
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. 4 to Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
Date: By:
------------------
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: By:
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William G. Davis, Director
Date: March 8, 1999 By: /s/ James L. Doti*
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James L. Doti, Director
Date: March 8, 1999 By: /s/ Lewis W. Douglas, Jr.*
--------------------------
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: By:
------------------
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, Director*
-------------------------------
Roslyn B. Payne, Director
Date: March 8, 1999 By: /s/ D. Van Skilling*
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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).
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-3 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.
By: /s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Costa Mesa, California
March 5, 1999
