As filed with the Securities and Exchange Commission on October 4, 2000
Registration No. 333-43676
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
PRE-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
THE FIRST AMERICAN CORPORATION
(Exact Name of Registrant as Specified in its Charter)
California 95-1068610
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
1 First American Way
Santa Ana, California 92707-5913
(714) 800-3000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Mark R Arnesen, Esq. With Copy to:
Secretary Neil W. Rust, Esq.
1 First American Way White & Case LLP
Santa Ana, California 92707-5913 633 West Fifth Street
(714) 800-3000 Los Angeles, California 90071
(Name, Address, Including Zip Code, and Telephone (213) 620-7700
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 interest
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. / /
---
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. / /
----
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
----
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
=========================== ===================== ======================= ===================== =====================
Title Of Each Class of Proposed Maximum Proposed Maximum
Securities To Be Amount To Be Offering Price Per Aggregate Offering Amount of
Registered Registered Unit(1) Price(1) Registration Fee
--------------------------- --------------------- ----------------------- --------------------- ---------------------
Senior Notes $200,000,000 100% $200,000,000 $52,800
=========================== ===================== ======================= ===================== =====================
</TABLE>
(1) Estimated solely for purpose of calculating the registration fee.
Registration fee was previously paid.
================================================================================
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, as amended, or until this registration statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
================================================================================
Subject to completion, dated October 4, 2000.
PROSPECTUS
The [Logo of The
First American First American
Corporation Corporation]
________________________
$200,000,000
Senior Notes
________________________
We intend to offer from time to time one or more series of notes,
debentures or other types of senior unsecured debt securities known as senior
notes. When we offer a particular series of senior notes, we will prepare a
supplement to this prospectus with the particular terms of the series of senior
notes to be offered.
The senior notes are unsecured and will rank equally with our other
unsecured senior indebtedness.
We do not currently intend to apply for listing of the senior notes on any
securities exchange or quotation system.
We may offer the senior notes directly or through one or more underwriters,
agents or dealers. Each prospectus supplement will provide the names of the
underwriters, agents or dealers and the terms of the plan of distribution
relating to the relevant series of senior notes.
____________________
You should read carefully the "Risk Factors" beginning on page 5
before deciding whether to invest in the senior notes.
____________________
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 information contained in this prospectus is not complete and may be changed.
We may not sell these securties unti the registration statement filed wit the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to by thse securities in
any state when the offer or sale is not permitted.
This prospectus is dated [_____], 2000.
TABLE OF CONTENTS
Prospectus Summary....................................................1
Risk Factors..........................................................5
Use Of Proceeds.......................................................6
Ratio of Earnings to Fixed Charges....................................6
Capitalization........................................................6
Description of the Senior Notes.......................................7
Where You Can Find More Information...................................12
Documents Incorporated by Reference...................................13
Special Note of Caution Regarding
Forward-Looking Statements.........................................13
Plan of Distribution..................................................14
Legal Matters.........................................................15
Experts...............................................................15
PROSPECTUS SUMMARY
The following summary does not contain all of the information that may be
important to you. You should read this entire prospectus, each prospectus
supplement, and the documents, financial statements and other information
incorporated by reference in this prospectus and each supplement prior to making
an investment decision with respect to the senior notes.
Our Company
We are a leading provider of business information and related products and
services. Our principal executive office is located at 1 First American Way,
Santa Ana, California 92707-5913, and our telephone number is (714) 800-3000.
You can visit our website at www.firstam.com.
The following is a list of our business segments and the major products and
services which we now offer through our subsidiaries:
<TABLE>
<S> <C> <C>
Title Insurance & Services Real Estate Information & Services Consumer Information & Services
o aircraft and vessel title -mortgage information services -consumer information
insurance
o credit reporting and information o pre-employment screening
o equity loan services management
o resident screening
o lender services o default management services
o specialized credit reporting
o national/commercial title o field inspections
insurance o sub-prime consumer information
o flood determination and compliance
o residential title insurance o vehicle information and
o mortgage document services insurance tracking
o subdivision title insurance
o mortgage origination software systems
o 1031 tax-deferred exchange -consumer services
services o mortgage servicing software systems
o banking services
o title and escrow systems o residential and commercial real
estate tax reporting o consumer credit reports
o tax valuation services o home comparable reports
o home warranty
-database information services
o investment services
o appraisal and property valuation
o property and casualty insurance
o database management services and
document imaging o trust services
o property information and map image
products
o title plant and document imaging
services
-1-
</TABLE>
The Offering
Issuer..........................................The First American Corporation,
a California corporation. We
were formally known as The First
American Financial Corporation.
Securities Offered..............................Senior notes.
Aggregate Principal Amount......................Up to $200,000,000.
Interest Payment Dates..........................To be determined.
Maturity Date...................................To be determined.
Redemption......................................To be determined.
Ranking.........................................The senior notes:
o are obligations which are not
secured by any of our assets;
o rank in right of payment
equally with all of our
current and future unsecured
debt that is not expressly
stated to be junior in right
of payment to the senior
notes. We have outstanding
$100,000,000 aggregate prin-
cipal amount of 7.55% senior
debentures due 2028.
o rank junior in right of
payment to the debt of our
subsidiaries.
Redemption......................................To be determined.
Use of Proceeds.................................The net proceeds from the sale
of the senior notes will be used
for acquisitions and general
corporate purposes. See the
heading "Use of Proceeds"
beginning on page 6.
Summary Historical Consolidated Financial Data
The following table summarizes the audited consolidated financial data for
our business for the five years ended December 31, 1999 and the unaudited
consolidated financial data for our business for the six months ended June 30,
1999 and 2000. This table should be read in conjunction with our consolidated
financial statements and notes thereto included in our annual report on form
10-K for the year ended December 31, 1999. All dollar amounts are in thousands,
except per share data.
-2-
<TABLE>
<CAPTION>
Year Ended Six Months
December 31 Ended June 30
(audited) (unaudited)
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
----------- ----------- ----------- ----------- ----------- ------------ -----------
1995 1996 1997 1998 1999 1999 2000
---- ---- ---- ---- ---- ---- ----
Income Statement Data:
Revenues:
Operating revenue................. $1,270,179 $1,621,124 $1,932,905 $2,867,107 $2,936,196 $1,488,797 $1,396,081
Investment and other income....... 23,031 33,852 29,096 76,773 51,973 23,925 26,018
----------- ----------- ----------- ----------- ----------- -- ------------ -----------
1,293,210 1,654,976 1,962,001 2,943,880 2,988,169 1,512,722 1,422,099
----------- ----------- ----------- ----------- ----------- -- ------------ -----------
Expenses:
Salaries and other personnel costs 452,057 558,933 682,452 945,513 1,034,772 515,015 513,263
Premiums retained by agents....... 420,567 518,547 563,137 773,030 871,036 438,780 392,595
Other operating expenses.......... 274,669 340,988 437,676 633,417 678,856 332,606 335,149
Provision for title losses and other
claims......................... 96,941 90,489 96,805 124,178 116,218 55,441 67,563
Depreciation and amortization..... 20,357 29,261 40,025 62,263 77,031 36,067 38,322
Premium Taxes..................... 13,627 16,676 17,238 21,335 22,897 11,296 10,922
Interest.......................... 6,270 5,808 10,291 19,093 17,387 7,821 12,054
----------- ----------- ----------- ----------- ----------- -- ------------ -----------
1,284,488 1,560,702 1,847,624 2,578,829 2,818,197 1,397,026 1,369,868
----------- ----------- ----------- ----------- ----------- -- ------------ -----------
Income before income taxes, minority
interest and cumulative effect of
a change in accounting principle 8,722 94,274 114,377 365,051 169,972 115,696 52,231
Income taxes...................... 3,641 35,884 42,936 128,512 62,300 39,700 20,200
----------- ----------- ----------- ----------- ----------- -- ------------ -----------
Income before minority interest and
cumulative effect of a change in
accounting principle........... 5,081 58,390 71,441 236,539 107,672 75,996 32,031
Minority interest................. 2,147 2,624 3,676 35,012 19,029 13,102 5,997
----------- ----------- ----------- ----------- ----------- -- ------------ -----------
Income before cumulative effect of a
change in accounting principle. 2,934 55,766 67,765 201,527 88,643 62,894 26,034
Cumulative effect of a change in
accounting principle........... - - - - (55,640) (55,640) -
----------- ----------- ----------- ----------- ------------ -- ----------- -----------
Net Income $ 2,934 $ 55,766 $ 67,765 $201,527 $ 33,003 $ 7,254 $ 26,034
=========== =========== =========== =========== =========== == ============ ===========
Earnings per share:*
Basic:
Income before cumulative effect of a
change in accounting principle. 0.05 0.98 1.19 3.35 1.37 0.98 0.41
Cumulative effect of a change in
accounting principle........... (0.86) (0.87)
----------- ----------- ----------- ----------- ----------- -- ------------ -----------
Net Income 0.05 0.98 1.19 3.35 051 (0.11) 0.41
----------- ----------- ----------- ----------- ----------- -- ------------ -----------
Diluted:
Income before cumulative effect of a
change in accounting principle. 0.05 0.98 1.16 3.21 1.34 0.95 0.40
Cumulative effect of a change in
accounting principle........... (0.84) (0.84)
----------- ----------- ----------- ----------- ----------- -- ------------ -----------
Net Income........................ 0.05 0.98 1.16 3.21 0.50 0.11 0.40
----------- ----------- ----------- ----------- ----------- -- ------------ -----------
Balance Sheet Data:
Cash and invested assets.......... $377,424 $ 398,397 $ 441,679 $ 752,218 $734,556 $ 648,461 $654,749
Total assets...................... $907,252 $1,010,556 $1,220,377 $1,852,731 $2,116,414 $1,923,890 $2,114,450
Notes and contracts payable....... $ 77,430 $ 72,761 $ 51,720 $143,466 $ 196,815 $ 141,235 $ 215,310
Guaranteed preferred beneficial
interests in our junior
subordinated deferrable interest
debentures..................... - - $ 100,000 $ 100,000 $ 100,000 $ 100,000 $ 100,000
Total stockholders' equity........ $ 338,659 $ 384,931 $ 442,783 $ 762,265 $ 815,991 $ 846,425 $ 814,806
Other Data:
Loss ratio........................ 7.6% 5.6% 5.0% 4.3% 4.0% 3.7% 4.8%
Ratio of debt to total
capitalization***.............. 17.6% 15.2% 8.3% 13.0% 16.4% 11.9% 17.8%
Cash flow from operations......... $ 30,004 $ 116,293 $ 117,447 $ 361,555 $ 173,219 $ 51,567 $ 47,548
EBITDA****........................ $ 46,829 $ 143,395 $ 178,255 $ 432,730 $ 212,618 $102,138 $107,532
-3-
Capital Expenditures.............. $ 23,081 $ 50,521 $ 77,976 $ 160,526 $ 212,588 $116,956 $ 79,645
Ratio of EBITDA to interest....... 7.47 24.69 17.32 22.66 12.23 13.06 8.92
Depreciation and amortization..... $ 20,357 $ 29,261 $ 40,025 $ 62,263 $ 77,031 $ 36,067 $ 38,322
</TABLE>
* Based upon the weighted average number of common shares outstanding. On
December 11, 1997, we declared a three-for-two stock split to shareholders
of record on January 1, 1998. The shares commenced trading on a post-split
basis on January 16, 1998. All per share data above reflects the stock
split.
** After restatement for the adoption of statement of financial accounting
standards No. 128, "Earnings per Share."
*** Capitalization includes minority interests and junior subordinated
deferrable interest debentures.
**** EBITDA consists of operating income plus depreciation and amortization. We
believe that EBITDA provides additional information for determining our
ability to meet debt service requirements. EBITDA does not represent and
should not be considered as an alternative to net income or cash flow from
operations as determined by generally accepted accounting principles, and
EBITDA does not necessarily indicate whether cash flow will be sufficient
for cash requirements.
-4-
RISK FACTORS
You should consider carefully the following risk factors as well as the
other information contained in this prospectus and each prospectus supplement
before making an investment in the senior notes.
As a holding company, we depend on distributions from our subsidiaries; if
distributions from our subsidiaries are materially impaired, we may not be
able to make payments on the senior notes
We are a holding company whose primary assets are the securities of our
operating subsidiaries. Our ability to make payments on the senior notes, the
senior debentures and our other debt is dependent on the ability of our
subsidiaries to pay dividends or to advance or repay funds to us. If our
operating subsidiaries are not be able to pay dividends or advance or repay
funds to us, we may not be able to make payments to you.
Our title insurance, property and casualty insurance, home warranty,
thrift and investment subsidiaries must comply with state and federal laws which
require them to maintain minimum amounts of working capital and reserves, and
place restrictions on the amount of dividends that they can distribute to us. As
of June 30, 2000, approximately 78% of our year-to-date revenues was derived
from subsidiaries engaged in these regulated businesses. Compliance with these
laws will limit the amounts our regulated subsidiaries can dividend to us.
Our subsidiaries which engage in insurance-related businesses must
comply with additional regulations. These regulations may impede, or impose
burdensome conditions on, rate increases or other actions that we might want to
take to increase the revenues of our subsidiaries.
Our status as a shareholder of our subsidiaries means that we will be
subject to the prior claims of creditors of our subsidiaries, except to the
extent that we have a claim as a creditor. For example, we would be a creditor
of a subsidiary if we make a loan to that subsidiary. As a result, the senior
notes will effectively be junior to all existing and future liabilities and
obligations of our subsidiaries and you should look only to the assets of our
company for payments on the senior notes. As of June 30, 2000, our subsidiaries
had liabilities and obligations of approximately $988.2 million to creditors
other than us.
Our revenues may decline during periods when the demand for our products
decreases
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 in the
following situations:
o When mortgage rates are high;
o When the mortgage fund supply is limited; and
o When the United States economy is weak.
We believe that this trend will recur.
Because the senior notes will not be listed on an exchange, a public market may
not develop
The senior notes are a new issue of securities and there is no
established trading market. Although we may list the senior notes on the New
York Stock Exchange in the future, we cannot assure the liquidity of the trading
market for the senior notes.
Current legal proceedings may have a material adverse affect on our financial
condition or results of operations
On May 19, 1999, the controller and insurance commissioner of the State
of California filed a class action suit in the Sacramento state court. The
action seeks to certify as a class of defendants all title and escrow companies
doing business in California from 1970 to the present, including certain of our
subsidiaries. The plaintiffs allege that the defendants:
o failed to give unclaimed property to the State of California on a
timely basis;
o charged California home buyers and other escrow customers fees for
services that were never performed or which cost less than the amount
charged; and
o devised and carried out schemes, known as earnings credits, with
financial institutions to receive interest on escrow funds deposited
by defendants with financial institutions in demand deposits.
In February 2000, we entered into an administrative settlement with the
California Department of Insurance, known as the DOI. The DOI released us from
any further claim of liability as to our receipt of earnings credits or any
alleged overcharges for miscellaneous escrow fee items, such as courier or wire
service fees. The DOI further agreed to direct the California attorney general
to dismiss the insurance commissioner as a plaintiff from the lawsuit. In the
settlement with the DOI, we agreed to make a contribution to a consumer
education fund and accept a new regulation in the form drafted by the DOI,
whereby earnings credit programs will be authorized and regulated by the DOI and
rate filings will be required for escrow fees.
Subsequent to the filing of this lawsuit, our subsidiary First American
Title Insurance Company was named and served as a defendant in two private class
actions in California courts. The allegations in those actions include some, but
not all, of the allegations contained in the lawsuit discussed above. The
private class actions independently seek injunctive relief, attorneys' fees,
damages and penalties in unspecified amounts. The private class actions have
been stayed by court orders pending settlement negotiations relating to the
class action filed by the California controller and insurance commissioner.
An adverse decision in these lawsuits may have a material adverse
effect on our financial condition or results of operations.
USE OF PROCEEDS
We will use the net proceeds from the sale of the senior notes to finance
acquisitions of businesses that we believe compliment our three primary business
segments and for general corporate purposes. At this time, we have not
identified a particular business or assets to acquire with the proceeds of this
offering. Until we identify and acquire new businesses and assets, the proceeds
of this offering will be added to our general funds.
RATIO OF EARNINGS TO FIXED CHARGES
Our consolidated ratio of earnings to fixed charges is set forth below for
each of the periods indicated:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Year Ended Six Months
December 31 Ended June 30
----------- ------------ ----------- ---------- --------- -----------------
1995 1996 1997 1998 1999 2000
----------- ------------ ----------- ---------- --------- -----------------
Earnings to Fixed Charges........ 1.81 5.80 5.25 9.95 4.59 2.92
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, earnings
represent net income plus applicable income taxes and fixed charges and fixed
charges represent interest expense.
-6-
CAPITALIZATION
The following table sets forth the capitalization of our company and its
subsidiaries on a consolidated basis, and as adjusted to give effect the
offering of the senior notes, as of June 30, 2000. All dollar amounts are shown
in thousands.
<TABLE>
<CAPTION> As of
June 30, 2000
<S> <C> <C>
Actual As Adjusted
---------- -----------
Notes and contracts payable.................................................. $ 215,310 $ 215,310
---------- ----------
Senior notes................................................................. $ -- $ 200,000
---------- ----------
7.55% senior debentures, due 2028............................................ $ 99,495 $ 99,495
Minority InterestS........................................................... $ 78,148 $ 78,148
---------- ----------
Guaranteed preferred beneficial
interests in our junior
subordinated deferrable
interest debentures........................................................ $ 100,000 $ 100,000
---------- ----------
Stockholders' equity
Common stock............................................................. 230,295 230,295
Retained earnings........................................................ 580,370 580,370
Accumulated other comprehensive income................................... 4,141 4,141
Total shareholders' equity............................................... ---------- ----------
814,806 814,806
---------- ----------
Total Capitalization $1,208,264 $1,408,264
========== ==========
</TABLE>
DESCRIPTION OF THE SENIOR NOTES
The senior notes will be issued in separate series
We will issue the senior notes from time to time in one or more series in
fully registered form under an indenture between our company and a trustee. The
indenture is filed as an exhibit to the registration statement of which this
prospectus is a part. The indenture does not contain all of the terms which are
important to your investment decision. Each series of senior notes will be
issued pursuant to a supplement to the indenture as well as a supplement to this
prospectus, each of which will contain a description of the particular terms of
the senior notes offered for sale. Among other things, the following terms will
be described in the indenture, the supplemental indentures and prospectus
supplements:
o designation and total principal amount, including limits on the principal
amount, if any;
o person to whom any interest on the senior notes will be paid;
o percentage of principal amount at which the senior notes will be issued;
o maturity date;
o interest rates per annum and original issue discount, if any;
o payment dates for interest and principal and the provisions for the accrual
of interest;
o changes or additions to events of default under the indenture or changes or
additions to our covenants under the indenture;
o provisions for any sinking, purchase or other comparable fund;
o terms of optional and mandatory redemption;
o terms of any right to convert or exchange a series of senior notes into any
other securities or property of our company;
o degree, if any, to which a series of senior notes shall be senior or junior
to other series of senior notes;
o designation of the place where you may be paid, or may transfer or redeem
senior notes; and
o any other specific terms applicable to the senior notes.
-7-
You should read the indenture, each indenture supplement and each
prospectus supplement in order to understand the terms of the senior notes.
How your senior notes rank in comparison to our other debt
On page 2 under the heading "Prospectus Summary-The Offering," we include
a ranking of the senior notes in relation to our other current and future debt.
We would like to emphasize that the senior notes are not secured by any assets
of our company or our subsidiaries and there are no liens that secure the senior
notes. This means, for example, that if we go bankrupt, secured creditors would
be paid first with cash proceeds from a liquidation or sale of the secured
assets. If there are any cash proceeds remaining after paying our secured
creditors, your senior notes would be paid on the same level as our other debt
which has terms equal to the senior notes. Creditors of our subsidiaries rank
senior to the senior notes in the event of bankruptcy. You should look only to
the assets of our company for payments on the senior notes. As of June 30, 2000,
our subsidiaries had liabilities and obligations of approximately $988.2 million
to creditors other than us.
You may be required to hold senior notes in book-entry form
The senior notes may be issued in book-entry form or in registered form. If
book-entry form is used, one or more global senior notes would be issued to The
Depository Trust Company, known as DTC, or its nominee. DTC would keep a
computerized record of its participants who own senior notes. Direct
participants in DTC include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. These
participants would then keep a record of their own clients who purchase
beneficial interests in the senior notes. If you purchase senior notes through a
broker in book-entry form, you will hold a beneficial interest in your senior
notes.
If senior notes are held in book-entry form, we will not issue certificates
to participants or beneficial owners. Beneficial interests in global senior
notes will be shown on, and transfers of global senior notes will be made
through, records maintained by DTC and its participants. Keeping track of
ownership in this manner eliminates the need to exchange certificates when
ownership is transferred.
How you will receive payments on the senior notes under the book-entry
system
We will wire principal and interest payments to DTC or its nominee when
due. DTC or its nominee will then pay principal and interest to participants,
who in turn will pay beneficial owners. We and the trustee will treat DTC or its
nominee as the record owner of the global senior notes for all purposes.
Accordingly, we and the trustee will have no direct responsibility or liability
to pay any amounts due on the senior notes to participants and owners of
beneficial interests in global senior notes.
We have been informed by DTC that it is DTC's practice, upon receipt of any
payment of principal or interest, to credit the direct participants' accounts on
the payment date according to their respective holdings of beneficial interests
in the global senior notes as shown on DTC's records as of the record date for
such payments. In addition, we understand it is DTC's current practice to assign
any consenting or voting rights to direct participants whose accounts are
credited with securities on a record date, by using an omnibus proxy. Payments
by participants to owners of beneficial interests in global senior notes, and
voting by participants, will be subject to the customary practices between the
participants and owners of beneficial interests in global senior notes, as is
the case with securities held for the account of customers registered in "street
name." However, these payments will be the responsibility of the participants
and not of DTC, the trustee or us.
-8-
Exchange of global senior notes for senior notes registered in the name of
beneficial owners
A global senior note may only be transferred in whole by DTC to a nominee
of DTC. A global senior note is exchangeable for senior notes registered in the
name of beneficial owners only if:
o DTC notifies us that it is unwilling or unable to continue as a depository
for global senior notes or if at any time DTC ceases to be a clearing
agency registered under the Exchange Act;
o we deliver to the trustee a notice that the global senior notes will be so
transferable, registrable, and exchangeable, and that transfers will be
registrable; or
o an event of default or an event which, with the giving of notice or lapse
of time or both, would constitute an event of default, occurs with respect
to the senior notes represented by a global senior note.
Any global senior note that is exchangeable for senior notes registered in
the name of beneficial owners will be transferred to, and registered and
exchanged for, senior notes in authorized denominations and registered in such
names as the depository holding such global senior note may direct. In the event
a global senior note becomes exchangeable for senior notes issued in the names
of beneficial owners:
o senior notes will be issued only in fully registered form in denominations
of $1,000 or integral multiples thereof;
o payment of principal, any repurchase price, and interest on the senior
notes will be payable, and the transfer of the senior notes will be
registrable, at the office or agency designated by us;
o no service charge will be made for any registration of transfer or exchange
of the senior notes, although we may require payment of a sum sufficient to
cover any tax or governmental charge.
Key covenants
We have limitations on future liens against the capital stock of certain
subsidiaries
In general, the indenture does not limit the amount of other securities
which we or our subsidiaries may issue. However, neither our company nor any of
our subsidiaries may incur any liens on the capital stock of any subsidiary that
is a licensed insurance company having capital and surplus in excess of $2.5
million, known as a restricted subsidiary. We are allowed to have liens on the
capital stock of restricted subsidiaries securing debt that is expressly junior
to the senior notes if the senior notes are secured by a senior lien on the same
capital stock, and debt that ranks equally with the senior notes. The following
liens are also allowed under the indenture:
o liens on capital stock of a restricted subsidiary which are incurred for
the purpose of financing the acquisition of that restricted subsidiary, or
subsequent liens incurred in a refinancing of debt used to acquire that
restricted subsidiary if the new liens do not secure an amount greater than
the original debt;
o liens on the capital stock of any restricted subsidiary securing
indebtedness which at the time of incurrence does not exceed 20% of our
total capitalization; and
o liens securing indebtedness from our company to any wholly-owned restricted
subsidiary or from any wholly-owned restricted subsidiary to our company or
its subsidiaries.
As of December 31, 1999, we had no indebtedness secured by liens on the
capital stock of the restricted subsidiaries.
-9-
Limitation on consolidation, merger and sale or lease of assets
The indenture will not prevent us from consolidating or merging with
another company or selling or leasing all or substantially all of our assets.
However, the surviving corporation in a consolidation or merger must be a United
States company which expressly assumes our obligations to pay principal and
interest on the senior notes and to perform the covenants in the indenture.
Similarly, if we were to sell or lease most of our assets to another party, that
party must be a United States company which expressly assumes our obligations to
pay principal of and interest on the senior notes and to perform the covenants
in the indenture, and in the case of a lease, the lease must remain in effect so
long as any senior notes are outstanding. In addition, no event of default may
exist at the time of the consolidation, merger, sale or lease.
Indenture Events of Default
Each of the following is an event of default under the indenture:
o failure for 30 days to pay any interest on the senior notes when due;
o failure to pay any principal on the senior notes when due whether at
maturity, upon redemption by declaration or otherwise;
o failure to observe or perform in any material respect any other covenant
contained in the indenture for 90 days after written notice to our company
from the trustee or the holders of at least 25% of aggregate principal
amount of outstanding senior notes;
o we initiate or have initiated against us bankruptcy, insolvency or
reorganization proceedings;
o any default or event of default under any indebtedness of our company or
any of our subsidiaries, other than non-recourse indebtedness secured by
assets the terms of which limit the remedies of the holders of the
indebtedness primarily to the assets so secured, which default or event of
default results in at least $25 million aggregate principal amount of such
indebtedness being declared due and payable prior to maturity and such
acceleration is not rescinded within 10 days; or
o failure by our company or any of our subsidiaries to pay at maturity any
indebtedness, other than non-recourse indebtedness, in excess of $25
million aggregate principal amount, and such failure is not cured within 10
days.
The indenture provides that the trustee may withhold notice to you of any
default, other than a default in the payment of principal of, premium, if any,
or interest on senior notes, if the trustee determines in good faith that
withholding such notice is in your interests.
Procedures if an event of default occurs
If an event of default with respect to a series of senior notes other than
bankruptcy, insolvency or reorganization of our company occurs and is
continuing, the trustee or holders of not less than 25% of aggregate outstanding
principal amount of senior notes of that series may declare the principal and
interest immediately due and payable. If an event of default with respect to a
series of senior notes involving bankruptcy, insolvency or reorganization of our
company occurs and is continuing, the principal of and interest on that series
of senior notes will immediately and automatically be due and payable without
any declaration by the trustee or you.
The holders of a majority of the aggregate outstanding principal amount of
a series of senior notes may waive a declaration of acceleration after the
occurrence of an event of default with respect to that series if:
o no judgment or judicial order for payment of amounts due has been obtained
by the trustee;
o all existing events of default with respect to that series have been cured
or waived, except nonpayment of principal or interest that has become due
solely because of the acceleration;
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o a sum sufficient to pay all overdue principal of and interest on that
series has been deposited with the trustee; and
o the trustee has been paid reasonable compensation and reimbursed for its
disbursements and advances.
The holders of not less than a majority in aggregate principal amount of a
series of senior notes may, on behalf of all holders of that series of senior
notes, waive any past default, except:
o a default in the payment of principal of or interest on the series of
senior notes, unless the default has already been waived as provided in the
preceding paragraph or cured; and
o a default in the performance of a covenant or provision which under the
indenture cannot be modified or amended without the consent of all holders
of that series of senior notes.
Procedures for supplementing the indenture
The indenture allows us and the trustee to supplement the indenture without
your consent to:
o replace our company with a successor company which expressly assumes our
obligations to pay principal of and interest on the senior notes and to
perform the covenants in the indenture;
o transfer or pledge any of our property to or with the trustee;
o allow us to transfer any right or power under the indenture to the trustee;
o establish the form or terms of any senior notes under the terms of the
indenture;
o add covenants or events of default for your benefit;
o provide for the appointment of a successor trustee;
o cure ambiguities, defects or inconsistencies, provided that any such action
does not materially and adversely affect your interests, and
o qualify, or maintain the qualification of, the indenture under the Trust
Indenture Act of 1939, as amended, known as the Trust Indenture Act.
The indenture also contains provisions permitting us and the trustee, with
the consent of the holders of not less than a majority in aggregate outstanding
principal amount of each series of senior notes affected, to modify the
indenture in a manner affecting your rights; provided that no modification may,
without the consent of all holders of senior notes affected:
o change the stated maturity of the series of senior notes;
o change the installment of interest due;
o reduce the principal amount of the series of senior notes;
o reduce the rate or extend the time of payment of interest;
o change the place of payment of amounts due on the senior notes;
o impair your right to bring suit for payment on senior notes;
o modify any section of the indenture dealing with the waiver of past
defaults, the vote required to supplement the indenture and the waiver of
certain covenants; and
o reduce the percentage of principal amount of senior notes required to
consent to any modification or waiver of the indenture.
-11-
We may satisfy our obligations under the indenture by depositing an amount
sufficient to make payments on the senior notes prior to maturity
We may, at any time, discharge substantially all of our obligations under
the senior notes if we deposit in trust with the trustee money or U.S.
government obligations which through the payment of interest and principal in
accordance with their terms will provide money in an amount sufficient to pay
all the principal of, and interest and premium, if any, on the senior notes. In
order for us to so discharge our obligations, we are required to deliver to the
trustee an opinion of legal counsel to the effect that the deposit and related
defeasance would not cause you to recognize income, gain or loss for United
States federal income tax purposes, together with a private letter ruling to
that effect received by us from the United States Internal Revenue Service or
revenue ruling pertaining to a comparable form of transaction to such effect by
the United States Internal Revenue Service.
We will act as the initial paying agent
Initially, we will act as paying agent with respect to the senior notes. We
may at any time may designate additional paying agents or rescind the
designation of any paying agent or approve a change in the office through which
any paying agent acts, except that we will be required to maintain a paying
agent at the place of payment.
We may request that any moneys deposited with the trustee or any paying
agent, or then held by us in trust, for payment of principal of or interest on
any senior notes which remains unclaimed for two years after becoming due and
payable be repaid to us. If this happens to money to be paid to you, you will be
treated as a general unsecured creditor of ours, and you may only look to us for
payment.
Governing law
The indenture and the senior notes will be governed by the laws of the
State of New York.
Information concerning the trustee
The trustee shall have and be subject to all of the duties and
responsibilities of an indenture trustee under the Trust Indenture Act. Subject
to such provisions, the trustee is under no obligation to exercise any of the
powers vested in it by the indenture at your request, unless offered reasonable
indemnity by you against the costs, expenses and liabilities which might be
incurred by the trustee. The trustee is not required to expend or risk its own
funds or otherwise incur personal financial liability in the performance of its
duties if the trustee reasonably believes that repayment or adequate indemnity
is not reasonably assured.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus and each prospectus supplement is part of a registration
statement that we filed with the Securities and Exchange Commission, or SEC,
using a "shelf" registration process. Under the shelf registration process, we
may sell the senior notes in one or more offerings up to a total aggregate
amount of $200,000,000. This prospectus provides only a general description of
the senior notes. Each time we offer and sell a series of senior notes, we will
provide a prospectus supplement containing specific information about that
series and the related offering. It is important for you to analyze the
information in this prospectus, every prospectus supplement pertaining to the
series you are considering investing in, and additional information described
under the sub-heading "Documents Incorporated By Reference" below before you
make your investment decision.
We file annual, quarterly and current reports, proxy statements and other
information and documents with the SEC. You may read and copy any document we
file with the SEC at:
o public reference rooms maintained by the SEC in Washington, D.C. (450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549); New York, New York (7
World Trade Center, Suite 1300, New York, New York 10048) and Chicago,
Illinois (500 West Madison Street, Suite 1400, Chicago, Illinois 60661).
Copies of materials can be obtained from the SEC's public reference section
at prescribed rates. You may obtain information on the operation of the
public reference rooms by calling the SEC at (800) SEC-0330.
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o the SEC website located at www.sec.gov.
o the office of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York, 10005.
This prospectus is one part of a registration statement filed on Form S-3
with the SEC under the Securities Act of 1933, as amended, known as the
Securities Act. Neither this prospectus nor any prospectus supplement contains
all of the information included in the registration statement. The registration
statement includes additional information, exhibits and schedules that you may
find important. You should read the additional information, exhibits and
schedules for a more complete understanding of the document or matter involved.
The registration statement may be obtained in any manner listed above.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" certain information in
documents we file with them, which means that we can include important
information in this prospectus or any supplement by referring the reader to
those documents. We incorporate by reference all of the following documents:
o Our annual report on form 10-K for the fiscal year ended December 31, 1999;
o Our quarterly reports on form 10-Q for the quarters ended March 31, 2000
and June 30, 2000;
o Our amended quarterly report on form 10-Q/A for the quarter ended March 31,
2000; and
o Our current reports on form 8-K filed with the SEC on January 18, 2000;
February 18, 2000; June 13, 2000; August 3, 2000, on which two current
reports were filed; and August 4, 2000.
We also incorporate into this prospectus all of our filings with the SEC
made pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, known as the Exchange Act, after the date of this
prospectus but prior to the termination of any offering of senior notes made by
this prospectus. Information in this prospectus, any prospectus supplement and
incorporated by reference is only current as of the date it is made. Information
in documents that we subsequently file with the SEC will automatically update
and supersede any previously disclosed information.
We are not required to furnish annual and quarterly reports to you if you
purchase senior notes. However, we will give you a free copy of these reports
and any information that has been incorporated by reference in this prospectus
or any supplement upon request. Please direct your request to:
Mr. Mark R Arnesen, Esq., Secretary
1 First American Way
Santa Ana, California 92707-5913
(714) 800-3000
SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS
We make statements in this prospectus, each prospectus supplement and the
documents we incorporate by reference that are considered "forward-looking
statements" within the meaning of the Securities Act and the Exchange Act. These
forward-looking statements are based on our management's estimates and
assumptions and take into account only the information available at the time the
forward-looking statements are made. Although we believe these estimates and
assumptions are and will be reasonable, forward-looking statements involve
risks, uncertainties and other factors that could cause our actual results to
differ materially from those suggested in the forward-looking statements. These
risks, uncertainties and factors include:
o interest rate fluctuations;
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o changes in the performance of the real estate markets;
o consolidation among our significant customers;
o consolidation among our significant competitors;
o the impact of the legal proceedings commenced by the California attorney
general and related litigation;
o our continued ability to identify businesses to be acquired; and
o changes in our ability to integrate businesses which we acquire.
We qualify all of our forward-looking statements by these cautionary
statements.
PLAN OF DISTRIBUTION
We may use the following methods to sell the senior notes:
o through negotiation with one or more underwriters;
o through one or more agents or dealers designated from time to time;
o directly to purchasers; or
o through any combination of the above.
The distribution of the senior notes may be made from time to time in one
or more transactions at a fixed price or prices which may be changed, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. A prospectus supplement will describe the
method of distribution of the senior notes of any series. If we use any
underwriters in the sale of senior notes, we will enter into an underwriting
agreement, distribution agreement or similar agreement with such underwriters
prior to the time of sale, and the names of the underwriters used in the
transaction will be listed in the prospectus supplement for that sale. If an
underwriting agreement is signed, the senior notes will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of the sale. Unless we
otherwise indicate in the prospectus supplement, the underwriting or purchase
agreement will provide that the underwriter or underwriters are obligated to
purchase all of the senior notes offered in the prospectus supplement if any are
to be purchased.
If any of the senior notes are sold through agents designated by us from
time to time, the prospectus supplement relating to such sale will name any such
agent, set forth any commissions payable by us to any such agent and the
obligations of such agent with respect to the senior notes. Unless otherwise
indicated in the prospectus supplement relating to such sale, any such agent
will be acting on a best efforts basis for the period of its appointment.
Certain persons participating in an offering of the senior notes may engage
in transactions that stabilize, maintain or otherwise affect the price of the
senior notes. Specifically, the underwriters, if any, may overallot in
connection with the offering, and may bid for, and purchase, the senior notes in
the open market.
The senior notes of any series, when first issued, will have no established
trading market. Any underwriters or agents to or through whom senior notes are
sold by us for public offering and sale may make a market in such senior notes,
but underwriters and agents will not be obligated to do so and may discontinue
any market making at any time without notice.
In connection with the sale of the senior notes, purchasers, underwriters
or agents may receive compensation from us or from purchasers in the form of
concessions or commissions. The underwriters will be, and any agents and any
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dealers participating in the distribution of the senior notes may be, deemed to
be underwriters within the meaning of the Securities Act. The agreement between
us and any purchasers, underwriters or agents will contain reciprocal covenants
of indemnity, and will provide for contribution by us in respect of our
indemnity obligations, between us and the purchasers, underwriters, or agents
against certain liabilities, including liabilities under the Securities Act.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us and our affiliates in the ordinary course of business.
LEGAL MATTERS
We have been represented by White & Case LLP, 633 West Fifth Street, Los
Angeles, California 90071.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this prospectus by reference to the Annual Report on Form 10-K
for the year ended December 31, 1999, have been audited by
PricewaterhouseCoopers LLP, independent auditors, as stated in the report of
said firm, which report is also incorporated herein by reference, given on the
authority of said firm as experts in auditing and accounting.
* * *
===================================== =====================================
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 The
shall not, under any First American
circumstances, create an Corporation
implication that The First
American Corporation is
operating under the same $200,000,000
conditions that it was
operating under on the date of
this prospectus. Do not assume Senior Notes
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 [Logo of The
buy, any securities other than First American
the securities to which it Corporation]
relates.
o This prospectus does not
constitute an offer to sell, or _____________
the solicitation of an offer to
buy, the securities to which it Prospectus
relates in any circumstances in _____________
which such offer or
solicitation is unlawful.
===================================== =====================================
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting discounts and commissions,
are estimated to be as follows:
Securities and Exchange Commission registration fee.................$52,800
Trustee's fees*.....................................................$15,000
Printing expenses*..................................................$12,000
Legal fees and expenses*............................................$50,000
Accounting fees and expenses*.......................................$25,000
Miscellaneous*.......................................................$5,000
Total*.............................................................$159,800
_________
* Estimated
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, as provided 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
II-1
(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, 1997 Directors' Stock
Plan, 401(k) Savings Plan, Pension Plan, Pension Restoration Plan and Employee
Profit Sharing and Stock Ownership Plan (for purposes of this paragraph, each
individually, the "Plan") provides that, subject to certain conditions, the
Registrant may, through the purchase of insurance or otherwise, indemnify each
member of the Board (or board of directors of any affiliate), each member of the
committee charged with administering the Plan, 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
Registrant'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 (for purposes of this
paragraph, the "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."
Each of the Registrant's Management Supplemental Benefit Plan and Executive
Supplemental Benefit Plan (for purposes of this paragraph, each individually,
the "Plan") provides that, subject to certain conditions, the Registrant may,
through the purchase of insurance or otherwise, indemnify and hold harmless, to
the extent permitted by law, the members of the Board of Directors and any other
employees to whom any responsibility with respect to the administration of the
Plan has been delegated against any and all costs, expenses and liabilities
(including attorneys' fees) incurred by such parties in performing their duties
and responsibilities under the Plan, provided that such party or parties were
not guilty of willful misconduct.
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 16. Exhibits.
Exhibit
Number Description
1 Form of Underwriting Agreement.
4.1* Form of Indenture and form of Senior Note.
5* Opinion of White & Case LLP regarding validity of the Senior Notes.
12* Statement regarding computation of Ratio of Earnings to Fixed Charges.
II-2
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of White & Case LLP (contained in Exhibit 5).
24* Power of Attorney (contained on signature page to registration
statement).
25 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939
of Wilmington Trust Company to act as trustee under the senior notes.
_________________
* Previously filed.
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;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective 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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
SEC by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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, 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
II-3
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) Insofar as indemnification for liabilities arising under the Securities
Act 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
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 and will be governed by the final
adjudication of such issue.
(6) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(7) For purposes of determining liability under the Securities Act, 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.
* * *
II-4
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 duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Santa Ana, state of California, on October 4, 2000.
THE FIRST AMERICAN CORPORATION
By: /s/Parker S. Kennedy
------------------------------
Parker S. Kennedy
President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Date: October 4, 2000 By: /s/ D.P. Kennedy
-----------------------------------------
D. P. Kennedy, Chairman and Director
Date: October 4, 2000 By: /s/ Parker S. Kennedy
-----------------------------------------
Parker S. Kennedy, President and Director
Date: October 4, 2000 By: /s/ Thomas A. Klemens
-----------------------------------------
Thomas A. Klemens, Executive Vice
President, Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Date: October 4, 2000 By: /s/ George L. Argyros *
--------------------------------
George L. Argyros, Director
Date: October 4, 2000 By: /s/ Gary J. Beban *
--------------------------------
Gary J. Beban, Director
<PAGE>
Date: October 4, 2000 By: /s/ J. David Chatham *
--------------------------------
J. David Chatham, Director
Date: October 4, 2000 By: /s/ James L. Doti *
--------------------------------
James L. Doti, Director
Date: October 4, 2000 By: /s/ Lewis W. Douglas, Jr. *
---------------------------------
Lewis W. Douglas, Jr., Director
Date: October 4, 2000 By: /s/ Paul B. Fay, Jr. *
---------------------------------
Paul B. Fay, Jr., Director
Date: October 4, 2000 By: /s/ D. Van Skilling *
---------------------------------
D. Van Skilling, Director
Date: October 4, 2000 By: /s/ Virginia Ueberroth *
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Virginia Ueberroth, Director
*By: /s/ Parker S. Kennedy
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Parker S. Kennedy
Attorney-in-Fact
Exhibit Index
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Exhibit
Number Description
1 Form of Underwriting Agreement.
4.1* Form of Indenture and form of Senior Note.
5* Opinion of White & Case LLP regarding validity of the Senior Notes.
12* Statement regarding computation of Ratio of Earnings to Fixed Charges.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of White & Case LLP (contained in Exhibit 5).
24* Power of Attorney (contained on signature page to registration statement).
25 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of
Wilmington Trust Company to act as trustee under the senior notes.
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* Previously filed.
