SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) December 10, 1999
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THE FIRST AMERICAN FINANCIAL CORPORATION
(Exact Name of the Registrant as Specified in Charter)
California 0-3658 95-1068610
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) (Identification No.)
1 First American Way, Santa Ana, California 92707
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(Address of Principal Executive Offices) Zip Code)
Registrants telephone number, including area code (714) 558-3211
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Former Address: 114 East Fifth Street, Santa Ana, California, 92701
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
See the attached Exhibit.
Item 7. Exhibits.
99 Press Release of The First American Financial Corporation
dated December 10, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE FIRST AMERICAN FINANCIAL
CORPORATION
Date: December 21, 1999 By: /s/Thomas A. Klemens
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Name: Thomas A. Klemens
Title: Executive Vice
President and Chief
Financial Officer
EXHIBIT 99
Contact:
Tom Klemens
Executive Vice President & Chief Financial Officer
(714) 800-4402
FIRST AMERICAN EXPECTS TO REPORT LOSSES AND
ANNOUNCES STOCK REPURCHASE PROGRAM
- Quarterly Cash Dividend Declared -
SANTA ANA, Calif., - December 10, 1999 The First American Financial Corporation
(NYSE: FAF), the nation's leading provider of business information and related
products and services, announced today that it expects to report a loss for the
fourth quarter of 1999 and the first quarter of 2000. The company indicated
that, among other factors, the impact of the current interest rate environment
on the real estate market, seasonal fluctuations and costs associated with
continuing adjustment to declining new order counts continue to affect its
profitability.
First American also announced today that its board of directors has
approved the repurchase of up to 5 percent of the company's currently issued and
outstanding common shares. Purchases of shares would be made from time to time
in open market transactions at prevailing prices. The amount and timing of any
share repurchases will depend on, among other factors, the market performance of
the shares, the availability of, and alternative uses of, the company's funds
and Securities and Exchange Commission regulations.
In reaction to the board of directors' action, Parker S. Kennedy,
president of The First American Financial Corporation, said: "Considering the
diversification of the company and its prospects for growth, we believe our
shares are significantly undervalued. Repurchasing our shares represents an
excellent investment opportunity and is consistent with our continuing
commitment to enhance shareholder value."
First American noted that while the company does not typically comment
on its earnings expectations, and does not undertake to do so in the future, it
believes the announcement of the share repurchase today warrants such
disclosure.
The company also announced that its board of directors has declared a
regular quarterly cash dividend of 6 cents per common share. The cash dividend
is payable on Jan. 14, 2000, to shareholders of record as of Dec. 31, 1999.
First American has paid a cash dividend every year since 1909.
The First American Financial Corporation, based in Santa Ana, Calif.,
is the nation's leading provider of business information and related products
and services. The corporation's three primary business segments include: title
insurance; real estate information and services, which includes mortgage
origination, mortgage servicing and database products and services; and consumer
information and services, which provides home warranties; automotive, subprime
and direct-to-consumer credit reporting; property and casualty insurance;
property and automotive insurance tracking services; resident screening;
pre-employment screening; lender-placed flood and hazard insurance; investment
advisory; and trust and banking services. Information about the company and an
archive of its press releases can be found on the Internet at www.firstam.com.
Any statements in this document that look forward in time involve risks
and uncertainties, including but not limited to the following: the effect of
interest rate fluctuations; changes in the performance of the real estate
markets; the effect of changing economic conditions; general volatility in the
capital markets; the demand for and the acceptance of the company's products;
changes in applicable government regulations; continued consolidation among the
company's significant customers; consolidation among significant competitors;
the impact of the legal proceedings commenced by the California attorney general
and related litigation; the continued ability to identify businesses to be
acquired; changes in the company's ability to integrate businesses with its
acquires; and the contingencies associated with the Year 2000 issue. The
company's actual results, performance or achievement could differ materially
from those expressed in, or implied by, any forward-looking statements, and,
accordingly, no assurances can be given that any of the events anticipated by
the forward-looking statements will transpire or occur or, if any of them do,
what impact they will have on the results of operations or financial condition
of the company.
