As filed with the Securities and Exchange Commission on January 14, 1999
Registration No. 333-66431
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
PRE-EFFECTIVE AMENDMENT
NO. 2 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)
<TABLE>
<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.)
</TABLE>
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._________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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>
PROSPECTUS
3,000,000 COMMON SHARES
THE FIRST AMERICAN FINANCIAL CORPORATION
ACQUISITION CONSIDERATION [GRAPHIC OMITTED]
o This prospectus covers up to 3,000,000 of our common shares which we may
offer from time to time as full or partial consideration for our
acquisition of the assets or ownership interests of businesses which
primarily provide real estate-related financial and informational services.
o We will negotiate the terms of each acquisition transaction with the owners
of the assets or ownership interests being acquired at the time the
particular acquisition transaction is undertaken.
SHARE PRICE
o We will value the common shares issued pursuant to a particular acquisition
transaction at a price reasonably related to the market value of the common
shares at one of the following times:
o When the terms of the particular acquisition transaction are
tentatively agreed upon.
o When the particular acquisition transaction closes.
o During the period or periods prior to the delivery of the common
shares.
AN INVESTMENT IN OUR COMPANY ENTAILS RISK
o Before making an investment in our common shares, you should consider
carefully the "RISK FACTORS" beginning on PAGE 1.
OUR BUSINESS
o We provide real estate-related financial and informational services to real
property buyers and mortgage lenders.
OUR COMMON SHARES
o The common shares offered by this prospectus will be listed for trading on
the New York Stock Exchange.
o The trading symbol for our common shares on the New York Stock Exchange is
"FAF."
o On January 13, 1999, the closing price of our common shares on the New York
Stock Exchange was $32.625.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 1999.
<PAGE>
(inside cover page continued)
WHERE YOU CAN FIND MORE INFORMATION;
INCORPORATION BY REFERENCE
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). You may
read and copy, upon payment of a fee set by the SEC, any document that we file
with the SEC at its public reference rooms in Washington, D.C. (450 Fifth
Street, N.W., 20549), New York, New York (Seven World Trade Center, 13th Floor,
Suite 1300, 10048) and Chicago, Illinois (Citicorp Center, 500 West Madison
Street, 14th Floor, Suite 1400, 60661). You may also call the SEC at
1-800-432-0330 for more information on the public reference rooms. Our filings
are also available to the public on the internet, through the SEC's EDGAR
database. You may access the EDGAR database at the SEC's web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information in this prospectus. This prospectus
incorporates by reference the documents set forth below that we have previously
filed with the SEC. These documents contain important information about our
company, including information concerning its financial performance.
o Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
o Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
1998, June 30, 1998 and September 30, 1998.
o Current Reports on Form 8-K dated January 23, 1998, January 27, 1998, March
18, 1998, March 31, 1998, April 7, 1998, June 26, 1998 and October 22,
1998.
o The description of our common shares, $1.00 par value, contained in our
Registration Statement on Form 8-A, dated November 19, 1993, which
registers the shares under Section 12(b) of the Exchange Act.
o The description of Rights to Purchase Series A Junior Participating
Preferred Shares, which may be transferred with our common shares,
contained in our Registration Statement on Form 8-A, dated November 7,
1997, which registers the rights under Section 12(b) of the Exchange Act.
We are also incorporating by reference any additional documents that we
file with the SEC between the date of this prospectus and the earlier of (i) the
date on which all of the common shares offered pursuant to this prospectus are
resold by the persons or entities who or which acquire them from the company and
(ii) the date that is one year following the last date on which common shares
offered pursuant to this prospectus are issued.
This prospectus is part of a registration statement (on Form S-4) we have
filed with the SEC relating to our common shares registered under this
prospectus. As permitted by SEC rules, this prospectus does not contain all of
the information contained in the registration statement and accompanying
exhibits and schedules we file with the SEC. You may refer to the registration
statement, the exhibits and schedules for more information about us and our
common shares. The registration statement, exhibits and schedules are also
available at the SEC's public reference rooms or through its EDGAR database on
the internet.
YOU MAY OBTAIN A COPY OF THESE FILINGS AT NO COST BY WRITING TO US AT THE
FIRST AMERICAN FINANCIAL CORPORATION, 114 EAST FIFTH STREET, SANTA ANA,
CALIFORNIA 92701-4642, ATTENTION: MARK R ARNESEN, OR BY TELEPHONING US AT (714)
558-3211.
SPECIAL NOTE OF CAUTION REGARDING
FORWARD-LOOKING STATEMENTS
Certain statements contained in (a) this prospectus, (b) any applicable
prospectus supplement and (c) the documents incorporated by reference into this
prospectus, may constitute "forward-looking statements" within the meaning of
the federal securities laws. Forward-looking statements are based on our
management's beliefs, assumptions, and expectations of our future economic
performance, taking into account the information currently available to them.
These statements are not statements of historical fact. Forward-looking
statements involve risks and uncertainties that may cause our actual results,
performance or financial condition to be materially different from the
expectations of future results, performance or financial condition we express or
imply in any forward-looking statements. Some of the important factors that
could cause our actual results, performance or financial condition to differ
materially from our expectations are:
o General volatility of the capital markets and the market price of our
common shares.
o Changes in the real estate market, interest rates or the general economy.
o Our ability to identify and complete acquisitions and successfully
integrate businesses we acquire.
o Our ability to employ and retain qualified employees.
o Our ability, and the ability of our significant vendors, suppliers and
customers, to achieve Year 2000 compliance.
o Changes in government regulations that are applicable to our regulated
businesses.
o Changes in the demand for our products.
o Degree and nature of our competition.
o Consolidation among our customers.
When used in our documents or oral presentations, the words "anticipate,"
"estimate," "expect," "objective," "projection," "forecast," "goal," or similar
words are intended to identify forward-looking statements. We qualify any such
forward-looking statements entirely by these cautionary factors.
<PAGE>
RISK FACTORS
In addition to the other information contained in this prospectus, you
should carefully consider the following risk factors before investing in our
company.
REDUCTION IN REVENUES DURING PERIODS WHEN LONG-TERM MORTGAGE RATES ARE HIGH, THE
LONG-TERM MORTGAGE FUND SUPPLY IS LIMITED OR THE ECONOMY IS WEAK
Our revenues decrease as the number of real estate transactions in which
our products are purchased decreases. We have found that the number of real
estate transactions in which our products are purchased decreases during periods
when (i) long-term mortgage rates are high, (ii) the long-term mortgage fund
supply is limited or (iii) the economy is weak. We believe that this trend will
recur.
REDUCTION IN EARNINGS IF ACQUISITION PROJECTIONS ARE INACCURATE
Our earnings have improved since 1991 in large part because of our
acquisition and integration of non-title insurance businesses which have higher
margins than our title insurance businesses. The success or failure of each of
these acquisitions has depended in large measure upon the accuracy of our
projections. Our projections are not always accurate. Inaccurate projections
have, historically, reduced our revenues and increased our expenses thereby
reducing our earnings. We expect to continue acquiring non-title insurance
businesses and may suffer a reduction in earnings if our projections for any
such acquisition that is significant are inaccurate.
BUSINESS INTERRUPTION, SHUTDOWN AND LIABILITY BECAUSE OF YEAR 2000 PROBLEMS
(i) The inability of our significant suppliers to provide accurate
information to us in a timely manner, (ii) our inability to accurately and
timely process information and (iii) the inability of our customers to receive
and use our products and services, in each case as a result of the inability of
information technology and embedded technology to properly recognize a year that
begins with "20" instead of "19" (the so-called Year 2000 or Y2K problem), may
result in business interruption in or shutdown of certain of our businesses.
Additionally, a widespread disruption of telecommunications and utilities as a
result of the Year 2000 problem would most likely result in business
interruption or shutdown. Business interruption and or shutdown, if prolonged,
would most likely result in financial loss, potential regulatory action, harm to
our reputation and potential legal liability.
To the extent we package or use such erroneous information and data
provided to us in our products and services, we may incur liability to others.
The degree of liability will depend in large measure upon the harm caused and
the particular product or services involved. For example, an error in monitoring
tax payments for a property under a tax service contract could result in the
imposition of a tax lien, thereby leading to a foreclosure proceeding against
the property, which in turn could result in harm to the property owner and
mortgage lender. By way of contrast, in our credit reporting business, we act as
a consumer reporting agency when we use data provided by credit bureaus. As
such, under the Fair Credit Reporting Act, we have no liability for inaccuracies
in information contained in credit reports so long as we use reasonable
procedures to assure the accuracy of such information.
For a discussion of our plans to address the Year 2000 problem, please
refer to "The First American Financial Corporation--Year 2000 Plan."
CHANGES IN GOVERNMENT REGULATION COULD PROHIBIT OR LIMIT CERTAIN OF OUR
OPERATIONS
Our title insurance, home warranty, thrift, trust and investment businesses
are regulated by various governmental agencies. Many of our other businesses
operate within statutory guidelines. Changes in the applicable regulatory
environment or statutory guidelines could prohibit or restrict our existing or
future operations. Such restrictions may adversely affect our financial
performance.
THE FIRST AMERICAN FINANCIAL CORPORATION
OVERVIEW
We organized in 1894 as Orange County Title Company, succeeding to the
business of two title abstract companies founded in 1889 and operating in Orange
County, California. In 1924, we commenced issuing title insurance policies. In
1986, we began a diversification program by acquiring and developing financial
service businesses closely related to the real estate transfer and closing
process. We are a California corporation. Our executive offices are located at
114 East Fifth Street, Santa Ana, California 92701-4642, and our telephone
number is (714) 558-3211.
Through our subsidiaries, we are primarily engaged in the business of
providing real estate-related financial and informational services to real
property buyers and mortgage lenders. Our products and services include, but are
not limited to, title insurance, tax monitoring, credit reporting, property data
services, flood certification, field inspection services, appraisal services,
mortgage loan servicing systems, mortgage document preparation and home warranty
services. We also provide investment, trust and thrift services.
Through growth and acquisitions, we believe we have become the United
States' largest provider of real estate-related financial and informational
services. We have assembled an array of companies which, together, provide
comprehensive services to the mortgage industry, commercial and residential real
estate developers, home buyers and other customers.
BUSINESS SEGMENTS
TITLE INSURANCE
Title insurance policies insure the interests of owners and their lenders
in the title to real property against loss by reason of adverse claims to
ownership of, or to defects, liens, encumbrances or other matters affecting,
such title which exist at the time a title insurance policy is issued and which
were not excluded from the coverage of a title insurance policy.
Before issuing title policies, title insurers seek to limit their risk of
loss by accurately performing title searches and examinations. The major
expenses of a title company relate to such searches and examinations, the
preparation of preliminary reports or commitments and the maintenance of title
plants, and not from claim losses as in the case of property and casualty
insurers.
Through our subsidiary, First American Title Insurance Company, and other
subsidiaries, we transact our title insurance business through a network of more
than 300 branch offices and more than 4,000 independent agents. In 1997, our
title insurance operations generated $1.46 billion in operating revenues.
REAL ESTATE INFORMATION SERVICES
In recent years we have developed a strategy to become a "one-stop" real
estate information service company. To that end, in 1991 we acquired one of the
largest tax service companies in the United States. In 1995 we acquired one of
the largest flood zone determination companies in the United States and one of
the largest mortgage credit reporting companies in the United States.
In general, our real estate information service products generate higher
margins than our title insurance products. The majority of pre-tax profits
generated from our non-title insurance business is derived from the real estate
services business, which generated $45.3 million in pre-tax profits in 1997 and
$331.4 million in operating revenues. Approximately 29% of our pre-tax profits
in 1997 were derived from our real estate information services businesses. With
the exception of our home warranty business, these businesses are not regulated
and hence are not constrained by dividend statutes enforceable by the states in
which we operate our title insurance and home warranty businesses or by
constraints imposed by California on our trust and banking business.
Our wholly-owned subsidiary, First American Real Estate Information
Services, Inc. ("FAREIS") has grown from its tax service origins into a
diversified mortgage services company. FAREIS and its subsidiaries serve
mortgage originators, mortgage servicers, title companies, real estate attorneys
and consumers as well as non-lending entities. The business was initially
established in 1987 to advise mortgage lenders as to the status of tax payments
on real property securing their loans. Now FAREIS's real estate information
services includes mortgage and other credit reporting services, flood zone
determinations, mortgage loan servicing systems, property inspections, appraisal
services and mortgage document preparation.
The tax service business includes both real estate tax reporting as well as
tax outsourcing and tax certification. FAREIS's tax service business reports on
approximately 13 million properties annually and works with over 22,000 taxing
authorities nationwide. Overall, we believe it to be the second largest provider
of tax services to the real estate market in the United States.
The credit reporting business processes over 800,000 mortgage credit
reports per month and is the largest provider of mortgage reporting services in
the United States. This business has recently expanded to include consumer risk
management, providing tenant and pre-employment screening services, business
reports, credit scoring tools and personal credit reports to landlords,
employers, automobile dealers and consumers.
We are the leading provider of flood zone determinations in the United
States. Flood reporting services consist of a broad range of information
required by regulatory agencies regarding properties in relation to flood zones.
This business currently processes over 600,000 flood zone determinations per
month.
The property/field services business consists of processing single family
home inspections, conducting field interviews with delinquent mortgagors,
monitoring the condition of properties and assuring timely property
preservation. Our acquisition in December 1996 of Ward Associates places us
among the leaders in this business.
The appraisal services business utilizes leading technology to provide
national mortgage lenders with property-relative value assessments. The
appraisal services business operates throughout the United States. Electronic
appraisals are supplemented with qualified local appraisers.
In April 1996, we acquired the Excelis Mortgage Loan Servicing System
("Excelis MLS"), now known as Excelis, Inc. Excelis MLS is believed to be the
only commercially available real-time on-line servicing system that has been
developed since 1990 to meet increasingly sophisticated market demands. The
software employs rules-based technology, which enables the user to customize the
system to fit its individual servicing criteria and policies.
In May 1997, we purchased all of the operations of Strategic Mortgage
Services, Inc. ("SMS"), other than its flood zone determination business. SMS
was a leading provider of real estate information services to the U.S. mortgage
and title insurance industries. The acquired businesses, which have been
integrated into our existing operations, included SMS's credit division; SMS's
property appraisal division; SMS's title division, which provided title and
closing services throughout the United States, servicing primarily second
mortgage originators; SMS's settlement services business, which provides title
plant systems and accounting services, as well as escrow closing software, to
the title industry; and a controlling interest in one of the largest mortgage
document preparation businesses in the United States.
On January 1, 1998, together with our real estate information service
subsidiaries (other than Excelis Inc.) (the "Real Estate Information
Subsidiaries"), we consummated a joint venture with Experian Information
Solutions, Inc. ("Experian"), pursuant to which First American Real Estate
Solutions LLC ("FARES") was established. Under the joint venture, the Real
Estate Information Subsidiaries contributed substantially all of their assets
and liabilities to FARES in exchange for an 80% ownership interest and Experian
transferred substantially all of the assets and liabilities of its Real Estate
Solutions division ("RES") to FARES in exchange for a 20% ownership interest. We
believe that RES is the nation's foremost supplier of core real estate data,
providing, among other things, property valuation information, title
information, tax information and imaged title documents. As a result of this
joint venture, we believe that FARES is the nation's largest and most diverse
provider of information technology and decision support solutions for the
mortgage and real estate industries. See also our Current Report on Form 8-K,
dated January 27, 1998, which is incorporated by reference in this prospectus.
On April 16, 1998, we acquired Contour Software which supplies mortgage
loan origination software to the mortgage industry. Contour offers a complete
line of software products for every facet of mortgage lending, from
qualification to servicing.
On June 3, 1998, we acquired Data Tree Corporation, a supplier of database
management and document imaging systems to county recorders, other governmental
agencies and the title industry. See also our Current Report on Form 8-K, dated
March 31, 1998, which is incorporated by reference in this prospectus.
On July 31, 1998, we acquired ShadowNet Mortgage Technologies, LLC
("ShadowNet"). ShadowNet is a provider of electronic mortgage document
preparation and delivery systems and now conducts business under the First
American Nationwide Documents brand-name.
On August 31, 1998, we acquired CIC Inc. ("CIC"). CIC provides
pre-employment reporting services, including prior employment verification,
criminal records searches, motor vehicle reports, credit reports, educational
and professional license verification, workers' compensation records, and drug
testing, for private and public employers.
On September 30, 1998, we acquired The Registry, Inc., Southcoast
Industries, Inc., Trans Registry Corporation, Crim Check America, Inc. and Trans
Registry Limited (the "Registry Entities"). The Registry Entities provide
landlords with data on prospective tenants in order to allow them to better make
an informed screening decision; such data typically includes a report of prior
unlawful detainer actions against the prospective tenant, employment
verification, a credit report and rental payment history.
HOME WARRANTY
We currently own 90.4% of our home warranty business, First American Home
Buyers Protection Corporation ("Home Buyers"), with the balance owned by current
and former management of that subsidiary. The home warranty business issues
one-year warranties which protect homeowners against defects in household
systems and appliances, such as plumbing, water heaters, and furnaces. The
warranties issued are for household systems and appliances only, not for the
homes themselves. Our home warranty business currently operates in certain
counties of Arizona, California, Nevada, North Carolina, South Carolina, Texas,
Utah and Washington and is one of the largest in the United States based on
contracts under service, with $46.9 million in operating revenues in 1997.
TRUST AND THRIFT
Since 1960, we have conducted a general trust business in Southern
California. In 1985, we formed a banking subsidiary into which our subsidiary
trust operation was merged. As of December 31, 1997, the trust operations were
administering fiduciary and custodial assets having a market value in excess of
$1.3 billion.
During 1988, through a majority owned subsidiary, we acquired an industrial
loan corporation (the "Thrift") that accepts thrift deposits and uses deposited
funds to originate and purchase loans secured by commercial properties in
Southern California. The loans made by the Thrift currently range in amount from
$20,000 to $1,105,000, with an average loan balance of $270,500. Loans are made
only on a secured basis, at loan-to-value percentages no greater than 75%. The
Thrift specializes in making commercial real estate loans and financing
commercial equipment leases. In excess of 93% of the Thrift's loans are made on
a variable rate basis. The average yield on the Thrift's loan portfolio as of
December 31, 1997, was 11%. The Thrift's average loan is 60 months in duration.
Current deposits total $62.5 million and the loan portfolio totals $65.5
million.
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA
The following table sets forth summary historical consolidated financial
and other data for The First American Financial Corporation for the five years
ended December 31, 1997 and for the quarterly periods ended September 30, 1997
and 1998. The summary is qualified in its entirety by reference to the financial
statements and other information contained in our Annual Report on Form 10-K for
the year ended December 31, 1997 and our Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998, each of which is incorporated by reference in
this prospectus.
[The rest of this page has been intentionally left blank.]
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<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
----------------------------------------------------------------- -------------------
1993 1994 1995 1996 1997 1997 1998
---- ---- ---- ---- ---- ---- ----
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues:
Operating revenues $1,379,781 $1,356,946 $1,227,185 $1,571,168 $1,860,205 $1,315,053 $2,000,055
Investment and other
income $18,645 $19,447 $23,031 $26,398 $27,256 $20,046 $62,578
---------- ---------- ---------- ---------- ---------- ---------- -----------
$1,398,426 $1,376,393 $1,250,216 $1,597,566 $1,887,461 $1,335,099 $2,062,633
Expenses:
Salaries and other
personnel costs $397,902 $423,328 $431,984 $531,250 $647,750 $467,033 $650,082
Premiums retained by
agents $504,375 $533,598 $413,444 $516,593 $563,137 $396,114 $552,614
Other operating
expenses $222,934 $232,532 $257,823 $322,709 $411,319 $290,417 $433,214
Provision for title
losses and other
claims $125,588 $110,230 $90,387 $86,487 $90,323 $65,589 $88,889
Depreciation and
amortization $16,333 $19,796 $20,790 $27,242 $38,149 $25,578 $42,323
Interest $4,419 $6,267 $6,242 $4,796 $9,994 $6,972 $13,412
Minority interest $5,267 $2,944 $2,132 $2,624 $3,676 $2,287 $26,163
---------- ---------- ---------- ---------- ----------- ---------- -----------
$1,276,818 $1,328,695 $1,222,802 $1,491,701 $1,764,348 $1,253,990 $1,806,697
Income before premium
and income taxes $121,608 $47,698 $27,414 $105,865 $123,113 $81,109 $255,936
Premium taxes $17,617 $15,453 $13,627 $16,676 $16,904 $12,555 $15,017
---------- ---------- ---------- ---------- ---------- ---------- -----------
Income before
income taxes $103,991 $32,245 $13,787 $89,189 $106,209 $68,554 $240,919
Income taxes $41,900 $13,300 $6,200 $35,600 $41,500 $26,600 $95,000
---------- ---------- ---------- ---------- ---------- ---------- -----------
Income before cumulative
effect of a change in
accounting for income
taxes $62,091 $18,945 $7,587 $53,589 $64,709 $41,954 $145,919
Cumulative effect of a
change in accounting for
income taxes $4,200 -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- -----------
Net income $66,291 $18,945 $7,587 $53,589 $64,709 $41,954 $145,919
EARNINGS PER SHARE
DATA:
Basic <F1><F2> $1.30 $0.37 $0.15 $1.04 $1.24 $0.81 $2.67
Diluted <F1><F2> $1.30 $0.37 $0.15 $1.03 $1.21 $0.79 $2.56
<FN>
<F1> Based upon the weighted average number of common shares outstanding.
<F2> Adjusted to reflect our 3-for-2 stock split effected January 15, 1998 and
our 3-for-1 stock split effected July 17, 1998.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
----------------------------------------------------------------- -----------------
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and invested assets $359,127 $368,999 $340,089 $364,620 $411,014 $651,911
Total assets $786,448 $828,649 $873,778 $979,794 $1,168,144 $1,708,894
Notes and contracts payable $85,022 $89,600 $77,206 $71,257 $41,973 $132,215
Mandatorily redeemable
preferred securities of the
Company's subsidiary trust
whose sole assets are the
Company's $100,000,000
8.5% deferrable interest
subordinated debentures
due 2012 -- -- -- -- $100,000 $100,000
Total shareholders' equity $283,718 $292,110 $302,767 $352,465 $411,412 $651,242
OTHER DATA:
Loss ratio 9.1% 8.1% 7.4% 5.5% 4.9% 4.4%
Cash dividends per share <F2> $0.11 $0.13 $0.13 $0.15 $0.17 $0.16
Ratio of debt to total
capitalization <F3> 21.5% 22.1% 19.1% 16.0% 7.3% 13.0%
<FN>
<F2> Adjusted to reflect our 3-for-2 stock split effected January 15, 1998 and
our 3-for-1 stock split effected July 17, 1998.
<F3> Capitalization includes minority interests and junior subordinated
deferrable interest debentures.
</FN>
</TABLE>
YEAR 2000 PLAN
WHAT IS THE YEAR 2000 PROBLEM?
Much of today's information technology (e.g., computer systems) and
embedded technology (e.g., microcontrollers) identifies a particular year on the
basis of the last two digits of that year. For example, the year "1998" is
recognized by the digits "98." The inability of information technology and
embedded technology to properly recognize a year that begins with "20" instead
of "19," if not corrected, may result in the failure of systems (or the
production of erroneous results) which rely on information technology and
embedded technology. This failure of systems, production of erroneous results
and the resulting damages is commonly known as the "Year 2000 Problem."
HOW DOES THE YEAR 2000 PROBLEM IMPACT FIRST AMERICAN?
We are dependent, to a substantial degree, upon the proper functioning of
our computer systems as well as those of our vendors, suppliers and customers.
Most of our products and services rely on information and data provided by
others. Our principal information and data suppliers are title plant operators,
agents, brokers, governmental agencies (e.g., taxing authorities and recording
offices) and credit bureaus. Most of this information and data is provided
electronically and is dependent on information systems and telecommunications.
For example, we rely on governmental agencies to provide title, lien and tax
information, and credit bureaus to provide credit and background information.
Similarly, we deliver most of our products and services electronically. Our
principal customers are mortgage lenders and other financial institutions.
WHAT IS OUR STATE OF READINESS?
With the help of an outside consulting firm, we have created a Year 2000
Program Management Office and have adopted a five-step plan to address the Year
2000 Problem. The five steps of our plan are: (1) awareness, (2)
inventory/assessment, (3) renovation, (4) testing, and (5) implementation. To
implement our plan, we have divided our company into "business units" comprised
of (a) the reporting regions of the title insurance subsidiaries, (b) the
subsidiary companies of our real estate information services business, (c) our
home warranty subsidiaries, (d) our trust and banking subsidiaries and (e) our
various other subsidiaries.
Our "awareness" phase involves communicating the nature and scope of the
Year 2000 Problem to the management of the business units in order to engender
strong management support for its resolution. Our "inventory/assessment" phase
involves the identification of our information systems and non-information
systems which require renovation or replacement to become Year 2000 compliant.
Our "renovation" phase involves the repair and/or replacement of the systems
identified in the prior phase. Our "testing" phase involves the testing of
repaired and replaced systems. Our "implementation" phase involves the
integration of tested systems into our daily operations.
All phases of our plan are currently active. The awareness phase will
continue throughout 1999. June 30, 1998 was the target date for completion of
the inventory/assessment phase; that phase is substantially complete. However,
all of the phases of the plan must be revisited each time we acquire a new
business. Accordingly, the inventory/assessment phase remains active. December
31, 1998 was the initial target date for completion of renovation. As of such
date, (1) seventy-nine percent of our business units had completed eighty
percent of more of their renovations, (2) sixty-one percent of our business
units had completed ninety-percent or more of their respective renovation effort
and (3) twenty-four percent had met the target date and completed one hundred
percent of their respective renovation effort. We plan to complete the
renovation phase as soon as practicable. Based on our current knowledge, we have
established the following general target dates for the remaining phases: (1)
April 30, 1999 for completion of testing and (2) June 30, 1999 for completion of
implementation. In each case, completion of the applicable phase is subject to
the limitation noted above for newly acquired businesses. Additionally, a
limited number of business units have target dates for renovation, testing and
implementation that are later than the general dates described above. We make no
assurance that we will be able to meet these target dates.
Our efforts to survey the Year 2000 readiness of our significant vendors,
suppliers and customers continues. To date, we have not received sufficient
information from these parties about their Year 2000 plans to predict the
outcome of their efforts. Even after responses are received, there can be no
assurance that the systems of our significant vendors, suppliers and customers
will be timely renovated.
WHAT WILL IT COST TO IMPLEMENT THE YEAR 2000 PLAN?
To date we have incurred expenses approximating $5 million in implementing
our Year 2000 plan. We expect to incur at least an additional $25 million to $35
million in implementing our Year 2000 plan. About half the costs will be for
hardware and software replacement and about half will be for labor. The costs
for hardware and software will be capitalized and amortized over their estimated
useful lives. Labor and other related costs will be expensed as incurred. Our
Year 2000 plan costs are being funded through operating cash flow. To date, we
have not had to defer any of our information technology plans as a result of our
Year 2000 plan.
DO WE HAVE CONTINGENCY PLANS?
Company-wide and business unit contingency plans for unexpected systems
failures as a result of the Year 2000 Problem were targeted to be in effect by
the end of 1998. The company-wide plan and the contingency plans for eighty-two
percent of our business units have been completed. We are currently working to
complete the balance of the business unit contingency plans.
REVIEW OF OUR YEAR 2000 PLAN
We engaged a consultant to review our Year 2000 plan. Under the terms of
this engagement, the consultant (1) reviewed the operations of the Year 2000
Program Management Office, (2) reviewed our Year 2000 plan, and (3) reviewed the
implementation of the Year 2000 plan at selected locations. From time to time
during the review, the consultant reported its findings to the Audit Committee
of our Board of Directors. We are in the process of negotiating to engage the
same consultant to perform follow-up review.
NO ASSURANCES
The costs to implement our Year 2000 plan and our target dates for
completion of the various phases of our Year 2000 plan are based on current
estimates. These estimates reflect numerous assumptions about future events,
including the continued availability of certain resources, the timing and
effectiveness of third party renovation plans and other factors. We can give no
assurance that these estimates will be achieved, and actual results could differ
materially from these estimates.
SELLING SHAREHOLDERS
Common shares issued pursuant to this prospectus may be reoffered pursuant
to this prospectus by the holders of such common shares, from time to time, in
transactions on the open market, in negotiated transactions, through the writing
of options on such common shares or through a combination of such methods of
sale, at negotiated prices, fixed prices which may be changed, market prices
prevailing at the time of sale or prices relating to such prevailing market
prices. The selling shareholders may effect such transactions by selling the
common shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
selling shareholders, the purchasers of shares for whom such broker-dealer may
act as agent or to whom they may sell as principal or both. We will not receive
any part of the proceeds from the resale by the selling shareholders of any
shares pursuant to this prospectus. We will bear all expenses (other than
selling discounts and commissions and fees and expenses of the selling
shareholders) in connection with the registration of the common shares being
reoffered by the selling shareholders.
The identity of the selling shareholders, the number of common shares to be
sold by the selling shareholders and the price per share will be determined at
the time of the consummation of the particular transaction. Specific information
regarding the transaction, the identity of the selling shareholders and the
number of common shares to be resold may be provided at the time of such
transaction by means of a supplement or a post-effective amendment to this
prospectus, as applicable.
The selling shareholders and any broker-dealers who act in connection with
the sale of common shares hereunder may be deemed to be an "underwriter" within
the meaning of Section 2(11) of the Securities Act of 1933 (the "Securities
Act"), and any commissions received by them and profit on any resale of such
common shares as principal may be deemed to be underwriting discounts and
commissions under the Securities Act. We intend to comply with the public
disclosure requirements of the Securities Act and the regulations thereunder,
and accordingly, Rule 144 or Rule 145 under the Securities Act may be available
for use by holders of the common shares offered hereby to effect transfers of
such common shares, subject to compliance with the remaining provisions of such
rules.
LEGAL MATTERS
The validity of our common shares offered hereby will be passed upon for us
by White & Case LLP, Los Angeles, California.
EXPERTS
The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 1997, have been
so included in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
***
<PAGE>
(outside back cover page)
PROSPECTUS
3,000,000 COMMON SHARES
[GRAPHIC OMITTED]
THE FIRST AMERICAN FINANCIAL CORPORATION
Dated , 1999
O WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION THAT DIFFERS FROM
THE INFORMATION IN THIS PROSPECTUS. IF YOU RECEIVE ANY DIFFERENT
INFORMATION, YOU SHOULD NOT RELY ON IT.
O THE DELIVERY OF THIS PROSPECTUS SHALL NOT, UNDER ANY CIRCUMSTANCES, CREATE
AN IMPLICATION THAT THE FIRST AMERICAN FINANCIAL CORPORATION IS OPERATING
UNDER THE SAME CONDITIONS THAT IT WAS OPERATING UNDER WHEN THIS PROSPECTUS
WAS WRITTEN. DO NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS CORRECT AT ANY TIME PAST THE DATE INDICATED.
O THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION
OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT
RELATES.
O THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION
OF AN OFFER TO BUY, THE SECURITIES TO WHICH IT RELATES IN ANY CIRCUMSTANCES
IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
__________________________
TABLE OF CONTENTS
Where You Can Find More Information;
Incorporation by Reference..................................................(i)
Special Note of Caution Regarding
Forward-Looking Statements.................................................(ii)
Risk Factors..................................................................1
The First American Financial Corporation......................................2
Selling Shareholders.........................................................10
Legal Matters................................................................11
Experts......................................................................11
<PAGE>
PART II
Information Not Required in Prospectus
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subject to certain limitations, Section 317 of the California Corporations
Code provides in part that a corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of the corporation to
procure a judgment in its favor) by reason of the fact that the person is or was
an agent (which term includes officers and directors) of the corporation,
against expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with the proceeding if that person acted in
good faith and in a manner the person reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of the person was unlawful.
The California indemnification statute set forth in Section 317 of the
California Corporations Code (noted above) is nonexclusive and allows a
corporation to expand the scope of indemnification provided, whether by
provisions in its Bylaws or by agreement, to the extent authorized in the
corporation's articles.
The Restated Articles of Incorporation of the Registrant provide that: "The
liability of the directors of the Corporation for monetary damages shall be
eliminated to the fullest extent permissible under California law." The effect
of this provision is to exculpate directors from any liability to the
Registrant, or anyone claiming on the Registrant's behalf, for breaches of the
directors' duty of care. However, the provision does not eliminate or limit the
liability of a director for actions taken in his capacity as an officer. In
addition, the provision applies only to monetary damages and is not intended to
impair the rights of parties suing on behalf of the Registrant to seek equitable
remedies (such as actions to enjoin or rescind a transaction involving a breach
of the directors' duty of care or loyalty).
The Bylaws of the Registrant provide that, subject to certain
qualifications, "(i) The corporation shall indemnify its Officers and Directors
to the fullest extent permitted by law, including those circumstances in which
indemnification would otherwise be discretionary; (ii) the corporation is
required to advance expenses to its Officers and Directors as incurred,
including expenses relating to obtaining a determination that such Officers and
Directors are entitled to indemnification, provided that they undertake to repay
the amount advanced if it is ultimately determined that they are not entitled to
indemnification; (iii) an Officer or Director may bring suit against the
corporation if a claim for indemnification is not timely paid; (iv) the
corporation may not retroactively amend this Section 1 in a way which is adverse
to its Officers and Directors; (v) the provisions of subsections (i) through
(iv) above shall apply to all past and present Officers and Directors of the
corporation." "Officer" includes the following officers of the Registrant:
Chairman of the Board, President, Vice President, Secretary, Assistant
Secretary, Chief Financial Officer, Treasurer, Assistant Treasurer and such
other officers as the board shall designate from time to time. "Director" of the
Registrant means any person appointed to serve on the Registrant's board of
directors either by its shareholders or by the remaining board members.
Each of the Registrant's 1996 Stock Option Plan and its 1997 Directors'
Stock Plan (each individually, the "Plan") provides that, subject to certain
conditions, "The Company shall, through the purchase of insurance or otherwise,
indemnify each member of the Board (or board of directors of any affiliate),
each member of the [Compensation] Committee, and any [other] employees to whom
any responsibility with respect to the Plan is allocated or delegated, from and
against any and all claims, losses, damages, and expenses, including attorneys'
fees, and any liability, including any amounts paid in settlement with the
Company's approval, arising from the individual's action or failure to act,
except when the same is judicially determined to be attributable to the gross
negligence or willful misconduct of such person."
The Registrant's Deferred Compensation Plan provides that, "To the extent
permitted by applicable state law, the Company shall indemnify and save harmless
the Committee and each member thereof, the Board of Directors and any delegate
of the Committee who is an employee of the Company against any and all expenses,
liabilities and claims, including legal fees to defend against such liabilities
and claims arising out of their discharge in good faith of responsibilities
under or incident to the Plan, other than expenses and liabilities arising out
of willful misconduct. This indemnity shall not preclude such further
indemnities as may be available under insurance purchased by the Company or
provided by the Company under any bylaw, agreement or otherwise, as such
indemnities are permitted under state law."
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
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.
23.1. Consent of independent accountants.
23.2. Consent of counsel (contained in Exhibit 5).
24. Power of Attorney.
ITEM 23. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during the period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.
(6) That every prospectus: (i) that is filed pursuant to paragraph (5)
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Securities Act of 1933 and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(7) To respond to requests for information that is incorporated by
reference into this prospectus pursuant to Item 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the registration statement through the date of responding to the
request.
(8) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.
* * *
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Pre-Effective Amendment No. 2 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 January 14, 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. 2 to Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
Date: January 14, 1999 By: /s/ D.P. Kennedy
-------------------------------------
D.P. Kennedy, Chairman and Director
Date: January 14, 1999 By: /s/ Parker S. Kennedy
-------------------------------------
Parker S. Kennedy, President and
Director
Date: January 14, 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. 2 to Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
Date: January 14, 1999 By: /s/ George L. Argyros *
--------------------------------------
George L. Argyros, Director
Date: January 14, 1999 By: /s/ Gary J. Beban *
-------------------------------------
Gary J. Beban, Director
Date: January 14, 1999 By: /s/ J. David Chatham *
-------------------------------------
J. David Chatham, Director
Date: January 14, 1999 By: /s/ William G. Davis *
-------------------------------------
William G. Davis, Director
Date: January 14, 1999 By: /s/ James J. Doti *
-------------------------------------
James L. Doti, Director
Date: January 14, 1999 By: /s/ Lewis W. Douglas, Jr. *
-------------------------------------
Lewis W. Douglas, Jr., Director
Date: January 14, 1999 By: /s/ Paul B. Fay, Jr. *
-------------------------------------
Paul B. Fay, Jr., Director
Date: January 14, 1999 By: /s/ Dale F. Frey *
-------------------------------------
Dale F. Frey, Director
Date: January 14, 1999 By: /s/ Anthony R. Moiso *
-------------------------------------
Anthony R. Moiso, Director
Date: January 14, 1999 By: /s/ Frank O'Bryan *
-------------------------------------
Frank O'Bryan, Director
Date: January 14, 1999 By: /s/ Roslyn B. Payne *
-------------------------------------
Roslyn B. Payne, Director
Date: By:
-------------------------------------
D. Van Skilling, Director
Date: January 14, 1999 By: /s/ Virginia Ueberroth *
-------------------------------------
Virginia Ueberroth, Director
*By: /s/ Mark R Arnesen
-------------------------------------
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 (previously filed).
23.2. Consent of counsel (contained in Exhibit 5) (previously filed).
24. Power of Attorney (previously filed).
