As filed with the Securities and Exchange Commission on January 14, 1999
Registration No. 333-67633
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
PRE-EFFECTIVE AMENDMENT NO. 1 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 (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification No.)
Incorporation of Classification
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
- ---------------------------------------------------------------------------------------------------------------------
Title of Proposed
Each Class Maximum Proposed
of Securities Amount Aggregate Maximum Amount of
To Be To Be Price Aggregate Registration
Registered Registered Per Unit<F1> Offering Price<F1> Fee<F2>
- ------------------------------------ ------------------- ------------------- --------------------- ------------------
<S> <C> <C> <C> <C>
common shares, $1.00 par value 521,740 shares $32 $16,695,680 $4,641
=====================================================================================================================
<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 November
19, 1998.
(2) 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
521,740 COMMON SHARES
THE FIRST AMERICAN FINANCIAL CORPORATION
[GRAPHIC OMITTED]
Offer by the Selling Shareholders.
o We have prepared this prospectus for use by certain persons that hold our
unregistered common shares, $1.00 par value, in order to allow them to sell
such shares without the restrictions imposed on the sale of unregistered
securities by the federal securities laws.
o A list of the selling shareholders may be found in the section of this
prospectus entitled "Selling Shareholders."
Share Price
o The sale price of the shares offered pursuant to this prospectus may be
negotiated, fixed by formula (possibly subject to change), or determined by
the market price of the shares at the time of sale by the selling
shareholders.
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>
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.
<PAGE>
(inside cover page continued)
This prospectus is part of a registration statement (on Form S-3) 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.
<PAGE>
(inside cover page continued)
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.
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.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares offered
pursuant to this prospectus; all proceeds from the sale of the shares will be
for the account of the selling shareholders.
SELLING SHAREHOLDERS
The following table sets forth, as of the date of this prospectus, the name
of each holder of shares that may be sold pursuant to this prospectus, the
number of our common shares that each such selling shareholder owns as of such
date, the number of our common shares owned by each selling shareholder that may
be offered for sale from time to time pursuant to this prospectus, the number of
our common shares to be held by each such selling shareholder assuming the sale
of all the shares offered hereby and, by footnote, any position or office held
or material relationship with The First American Financial Corporation or any of
its affiliates within the past three years (other than that of being a
shareholder). We may amend or supplement this prospectus from time to time to
update the disclosure set forth herein.
<TABLE>
<CAPTION>
====================================================================================================================
Number of
Shares Owned Shares to be Shares Owned
of Record Offered for of Record
Prior to the Selling After Completion
the Offering Shareholder's of the Offering
- --------------------------------------------------------------------------------------------------------------------
Name of Selling Shareholder Number % Account Number %
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Norwest Mortgage, Inc.<F1> 521,740 * 521,740 0 0
- --------------------------------------------------------------------------------------------------------------------
<FN>
- ---------------------
* Less than 1%.
(1) Norwest Mortgage, Inc. and The First American Financial Corporation,
directly or indirectly, each own 50% of RELS Title Services, LLC and RELS,
LLC, both of which are Delaware limited liability companies.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered and sold from time to
time by the selling shareholders. As used in this section, "selling
shareholders" includes donees and pledgees selling shares received from a named
selling shareholder after the date of this prospectus. The selling shareholders
will act independently of us in making decisions with respect to the timing,
manner and price of each sale. The selling shareholders may sell the shares
being offered hereby on the New York Stock Exchange, or otherwise, at prices and
under terms then prevailing or at prices related to the then current market
price, at varying prices or at negotiated prices. The shares may be sold,
without limitation, by one or more of the following means of distribution: (i) a
block trade in which the broker-dealer so engaged will attempt to sell shares as
agent, but may position and resell a portion of the block as principal to
facilitate the transaction; (ii) purchases by a broker-dealer as principal and
resale by such broker-dealer for its own account pursuant to this prospectus;
(iii) a distribution in accordance with the rules of the New York Stock
Exchange; (iv) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and (v) in privately negotiated transactions. To the
extent required, this prospectus may be amended and supplemented from time to
time to describe a specific plan of distribution.
In connection with distributions of the shares or otherwise, the selling
shareholders may enter into hedging transactions with broker-dealers or other
financial institutions. In connection with such transactions, broker-dealers or
other financial institutions may engage in short sales of the shares in the
course of hedging the positions they assume with selling shareholders. The
selling shareholders may also sell the shares short and deliver the shares
offered hereby to close out such short positions. The selling shareholders may
also enter into option or other transactions with broker-dealers or other
financial institutions which require the delivery to such broker-dealer or other
financial institution of shares offered hereby, which shares such broker-dealer
or other financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction). The selling shareholders
may also pledge shares to a broker-dealer or other financial institution, and,
upon a default, such broker-dealer or other financial institution may effect
sales of the pledged shares pursuant to this prospectus (as supplemented or
amended to reflect such transaction). In addition, any shares that qualify for
sale pursuant to Rule 144 may, at the option of the holder thereof, be sold
under Rule 144 rather than pursuant to this prospectus.
Any broker-dealer participating in such transactions as agent may receive
commissions from the selling shareholders and/or purchasers of the shares
offered hereby. Usual and customary brokerage fees will be paid by the selling
shareholders. Broker-dealers may agree with the selling shareholders to sell a
specified number of shares at a stipulated price per share, and, to the extent
such a broker-dealer is unable to do so acting as agent for the selling
shareholders, to purchase as principal any unsold shares at the price required
to fulfill the broker-dealer commitment to the selling shareholders.
Broker-dealers who acquire shares as principal may thereafter resell such shares
from time to time in transactions (which may involve cross and block
transactions and which may involve sales to and through other broker-dealers,
including transactions of the nature described above) in the market, in
negotiated transactions or otherwise at market prices prevailing at the time of
sale or at negotiated prices, and in connection with such resales may pay to, or
receive from, the purchasers of such shares, commissions computed as described
above.
In order to comply with the securities laws of certain states, if
applicable, the shares will be sold in such jurisdictions only though registered
or licensed brokers or dealers. In addition, in certain states the shares may
not be sold unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
We have advised the selling shareholders that the anti-manipulation rules
of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the selling shareholders and their affiliates.
In addition, we will make copies of this prospectus available to the selling
shareholders and have informed them of the need for delivery of copies of this
prospectus to purchasers at or prior to the time of any sale of the shares
offered hereby. The selling shareholders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act of 1933.
At the time a particular offer of shares offered pursuant to this
prospectus is made, if required, a supplement to this prospectus will be
distributed that will set forth the number of shares being offered and the terms
of the offering, including the name of any underwriter, dealer or agent, the
purchase price paid by any underwriter, any discount, commission and other item
constituting compensation, any discount, commission or concession allowed or re-
allowed or paid to any dealer, and the proposed selling price to the public.
We have agreed to keep the registration statement of which this prospectus
constitutes a part effective in respect of shares issued pursuant thereto until
the first to occur of (i) the date one year from the date of issuance of such
shares and (ii) such time as all of the shares offered by the selling
shareholders listed above have been sold; we intend to de-register any of the
shares not sold by the selling shareholders after such time.
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>
(outsid back cover page)
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
Use of Proceeds................................................................2
Selling Shareholders...........................................................2
Plan of Distribution...........................................................3
Legal Matters..................................................................4
Experts........................................................................4
Prospectus
521,740 Common Shares
[GRAPHIC OMITTED]
THE FIRST AMERICAN
FINANCIAL CORPORATION
Dated ____________, 1999
<PAGE>
Part II
Information Not Required in prospectus
Item 14. Other Expenses of Issuance and Distribution.
The Company will pay all expenses incident to the offering and sale to the
public of the shares being registered other than any commissions and discounts
of underwriters, dealers or agents and any transfer taxes. Such expenses are set
forth in the following table. All of the amounts shown are estimates except for
the Securities and Exchange Commission ("Commission") registration fee.
Commission registration fee........................................... $4,641
New York Stock Exchange listing fee................................... $3,500
Printing expenses..................................................... $1,000
Transfer Agent fees and expenses...................................... $1,000
Accounting fees and expenses.......................................... $5,000
Legal fees and expenses, including "blue sky"......................... $10,000
Miscellaneous......................................................... $3,000
-------
Total........................................................ $28,141
=======
Item 15. 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."
Item 16. 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 accountant.
23.2. Consent of counsel (contained in Exhibit 5).
24. Power of Attorney.
Item 17. 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) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus 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.
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.
* * *
<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. 1 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
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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. 1 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
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D.P. Kennedy, Chairman and Director
Date: January 14, 1999 By /s/ Parker S. Kennedy
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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. 1 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*
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Gary J. Beban, Director
Date: January 14, 1999 By /s/ J. David Chatham*
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J. David Chatham, Director
Date: January 14, 1999 By /s/ William G. Davis*
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William G. Davis, Director
Date: January 14, 1999 By /s/ James L. Doti*
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James L. Doti, Director
Date: January 14, 1999 By /s/ Lewis W. Douglas, Jr.*
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Lewis W. Douglas, Jr., Director
Date: January 14, 1999 By /s/ Paul B. Fay, Jr.*
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Paul B. Fay, Jr., Director
Date: January 14, 1999 By /s/ Dale F. Frey*
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Dale F. Frey, Director
Date: January 14, 1999 By /s/ Anthony R. Moiso*
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Anthony R. Moiso, Director
Date: January 14, 1999 By /s/ Frank O'Bryan*
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Frank O'Bryan, Director
Date: By
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Roslyn B. Payne, Director
Date: January 14, 1999 By /s/ D. Van Skilling*
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D. Van Skilling, Director
Date: January 14, 1999 By /s/ Virginia Ueberroth*
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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).
