As filed with the Securities and Exchange Commission on August 14, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
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 (213) 620-7700
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 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. [__]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================== ===================== ======================= ===================== =====================
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
-------------------------- --------------------- ----------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
Senior Notes $200,000,000 100% $200,000,000 $52,800
=========================== ===================== ======================= ===================== =====================
(1) Estimated solely for purpose of calculating the registration fee.
</TABLE>
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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.
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<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 14, 2000.
[OBJECT OMITTED]
PROSPECTUS
[GRAPHIC OMITTED]
THE
FIRST AMERICAN
CORPORATION
----------------------------
$200,000,000
SENIOR NOTES
----------------------------
The First American Corporation (formerly known as The First American
Financial Corporation) provides business information and related products and
services to mortgage lenders and other real estate-related businesses. The
Company also has a consumer information and services division.
We intend to offer from time to time in one or more series up to an
aggregate $200,000,000 principal amount 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 setting forth the particular terms of the offered series of senior
notes, including the principal amounts, prices, net proceeds to our company,
underwriting discounts and commissions, if any, and other terms. You should read
this prospectus and every supplement carefully before making an investment
decision.
We do not currently intend to apply for listing of the senior notes on
any securities exchange or quotation system. If we decide to list any of the
senior notes on a securities exchange or quotation system, the supplements to
this prospectus will identify the securities exchange or quotation system and
the date we expect trading to begin.
The senior notes are unsecured and will rank equally with our other
unsecured and unsubordinated indebtedness, including, without limitation, an
aggregate principal amount of $100,000,000 7.55% senior debentures due 2028
which are presently outstanding, but will be effectively subordinate to the
indebtedness of our subsidiaries.
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. See "Plan of
Distribution" beginning on page [ ] for more information on this topic.
----------------------------
YOU SHOULD READ CAREFULLY THE "RISK FACTORS" BEGINNING ON PAGE 3
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.
================================================================================
THIS PROSPECTUS IS DATED [_____], 2000.
The information contained in this prospectus is not complete and may
be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
ABOUT THIS PROSPECTUS
This prospectus and each prospectus supplement is part of a
registration statement that we filed with the Securities and Exchange
Commission, or SEC, utilizing a "shelf" registration process. Under the shelf
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
prior to making 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 such 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.
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 set forth in the registration statement and the exhibits
and schedules thereto. For further information concerning our company and the
senior notes, you should read the entire registration statement. The
registration statement has been filed electronically and may be obtained in any
manner listed above. Any statements contained herein concerning the provisions
of any document are not necessarily complete, and, in each instance, reference
is made to the copy of such document filed as an exhibit to the registration
statement or otherwise filed with the SEC. Each such statement is qualified in
its entirety by such reference.
You should rely only on information provided in this prospectus, any
prospectus supplement, the information incorporated by reference and the other
parts of the registration statement. We have not authorized any person to
disseminate any information or to make any representations other than those
contained or incorporated by reference in this prospectus or any supplement,
and, if given or made, such information or representations must not be relied
upon as having been authorized by our company. This prospectus does not
constitute an offer to sell or the solicitation of an offer to buy any
securities other than the securities described in this prospectus or any
supplement or an offer to sell or the solicitation of an offer to buy such
securities in any circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this prospectus or any supplement, nor any sale
hereunder or thereunder, shall, under any circumstances, create any implication
that there has been no change in our affairs or business since the date of this
prospectus or any supplement or that the information contained or incorporated
by reference is correct as of any time subsequent to the date of such
information.
Unless the context requires otherwise, whenever a reference is made in
this prospectus or any supplement to the "company" or to "us," "we" or "our,"
such reference is to The First American Corporation only and not its
subsidiaries.
<PAGE>
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 12, 2000; August 3, 2000, on which two
Current Reports were filed; and August 4, 2000.
We also incorporate by reference 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, subsequent to the date of this
prospectus but prior to the termination of any offering of securities made by
this prospectus. Any statement contained in this prospectus or any supplement,
or in a document all or a portion of which is incorporated by reference, shall
be modified or superseded for purposes of this prospectus to the extent that a
statement contained in this prospectus, any supplement or any document
incorporated by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not, except as so modified or
superseded, constitute a part of this prospectus.
We are not required to furnish annual and quarterly reports to holders
of the senior notes. We will provide at no cost to each holder, including any
beneficial owner of senior notes, to whom this prospectus or any supplement is
delivered, a copy of such reports and any or all of the information that has
been incorporated by reference but not delivered with this prospectus or any
supplement. Please direct your oral or written request to Mr. Mark R Arnesen,
Esq., Secretary, at our principal executive offices located at:
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.
Forward-looking statements can be identified through the use of such words as
"believe," "expect," "anticipate," "project," "potential," "plan," "should,"
"will," "estimate," "may" and other similar words. We intend these
forward-looking statements to be covered by the safe harbor provisions of the
Securities Act and the Exchange Act.
You should be aware that forward-looking statements are based on our
management's expectations regarding our future economic performance and take
into account only the information currently available at the time made. These
statements are not guarantees of future performance. Except for historical
information contained in this prospectus, any supplement and in the documents
incorporated by reference, the matters discussed herein and therein contain
forward-looking statements that involve risks, uncertainties and other factors
that could cause actual results to differ materially from those suggested in the
forward-looking statements, including, without limitation, the effect of
economic conditions, interest rates, market demand, competition and other risks.
These risks, uncertainties and factors include, among other things:
o The effect of interest rate fluctuations;
o changes in the performance of the real estate markets;
o the effect of changing economic conditions;
o general volatility in the capital markets;
o the demand for and the acceptance of the company's products;
o changes in applicable government regulations;
o continued consolidation among the company's significant customers;
o consolidation among significant competitors;
o the impact of the legal proceedings commenced by the California
attorney general and related litigation;
o the continued ability to identify businesses to be acquired; and
o changes in the company's ability to integrate businesses which it
acquires.
Our 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.
Given these uncertainties, you should not unduly rely on these
forward-looking statements.
The First American Corporation
1 First American Way
Santa Ana, California 92707-5913
(714) 800-3000
www.firstam.com
<PAGE>
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. Originally organized in 1894 as a local title abstract company in
Orange County, California, we expanded into a national title insurance
underwriter beginning in 1924. In 1986, we began a diversification program by
acquiring and developing business information companies closely related to the
real estate transfer and closing process. In 1998, we expanded our
diversification program to include business information companies outside of the
real estate transfer and closing process. The following is a list of our
business segments and the major products and services which we now offer through
our subsidiaries:
<TABLE>
<CAPTION>
TITLE INSURANCE & SERVICES REAL ESTATE INFORMATION & SERVICES CONSUMER INFORMATION & SERVICES
<S> <C> <C>
o Residential Title Insurance -Mortgage Information Services -Consumer Information
o National/Commercial Title o Credit Reporting and Information o Specialized Credit Reporting
Insurance Management
o Pre-Employment Screening
o Subdivision Title Insurance o Flood Determination and Compliance
o Resident Screening
o Lender Services o Residential and Commercial Real
Estate Tax Reporting o Sub-Prime Consumer Information
o Title and Escrow Systems
o Tax Valuation Services o Vehicle Information and
o 1031 Tax-Deferred Exchange Insurance Tracking
Services o Default Management Services
o Equity Loan Services o Mortgage Document Services -Consumer Services
o Aircraft and Vessel Title o Mortgage Origination Software Systems o Property and Casualty Insurance
Insurance
o Mortgage Servicing Software Systems o Home Warranty
o Field Inspections o Home Comparable Reports
o Consumer Credit reports
-Database Information Services
o Investment Services
o Title Plant and Document Imaging
Services o Banking Services
o Appraisal and Property Valuation o Trust Services
o Database Management Services and
Document Imaging
o Property Information and Map Image
Products
</TABLE>
<PAGE>
THE OFFERING
Issuer........................The First American Corporation, a California
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 are our general unsecured
obligations which rank equally to all existing or
future indebtedness that is not by its terms
expressly subordinated to the senior notes. The
senior notes will rank equally with $100,000,000
aggregate principal amount of 7.55% senior
debentures due 2028. The senior notes are
unsecured, but will be effectively subordinate to
the indebtedness 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 "Use of Proceeds"
beginning on page 4.
FOR ADDITIONAL INFORMATION REGARDING THE SENIOR NOTES, INCLUDING CERTAIN
DEFINITIONS, SEE "DESCRIPTION OF THE SENIOR NOTES" AND READ EACH PROSPECTUS
SUPPLEMENT.
RISK FACTORS
In addition to the other information contained in this prospectus and
any supplement, potential investors should consider carefully the following risk
factors before making an investment in the senior notes.
THE STATUS OF THE FIRST AMERICAN CORPORATION AS A HOLDING COMPANY WITH NO DIRECT
OPERATIONS COULD ADVERSELY AFFECT OUR ABILITY TO MAKE PAYMENTS ON THE SENIOR
NOTES
The First American Corporation is a holding company that transacts
substantially all of its business directly and indirectly through subsidiaries.
Our primary assets are the stock of our operating subsidiaries. Our ability to
meet our obligations on the senior notes, the senior debentures and our other
debt will be dependent on the earnings and cash flows of our subsidiaries and
the ability of our subsidiaries to pay dividends or to advance or repay funds to
us. Payment of dividends and advances and repayments from certain of our
operating subsidiaries are regulated by state insurance laws and regulatory
restrictions, including minimum solvency and liquidity thresholds. In addition,
the right of our company to participate in any distribution of assets of any
subsidiary, upon such subsidiary's liquidation or reorganization or otherwise,
will be subject to the prior claims of creditors of that subsidiary, except to
the extent that any claims of our company as a creditor of such subsidiary may
be recognized as such. Therefore, the senior notes will effectively be
subordinated to all existing and future liabilities and obligations of our
subsidiaries and holders of the senior notes 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 $62.1 million net
of inter-company indebtedness. Accordingly, our operating subsidiaries may not
be able to pay dividends or advance or repay funds to us in the future, which
could prevent us from paying distributions and making payments on our debt
securities.
OUR REVENUES MAY DECLINE DURING PERIODS WHEN THE REAL ESTATE MARKET DECLINES
Substantially all of the revenues for our title insurance and real
estate information segments result from the re-sale and refinancing of
residential real estate and, to a lesser extent, from commercial transactions
and the construction of new housing. Accordingly, our revenues decrease as the
number of these real estate transactions decreases. We have found from our
operating history that the number of these real estate transactions decreases in
the following situations.
o When interest 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 from time to time. While we are
continuing to diversify our operations to provide for business and consumer
information products outside of the real estate related markets, there can be no
assurance that such diversification efforts will be successful.
AN ABSENCE OF A PUBLIC MARKET FOR THE SENIOR NOTES MAY ADVERSELY IMPACT THE
RESALE PRICE OF THE SENIOR NOTES AND MAKE IT DIFFICULT FOR HOLDERS TO LIQUIDATE
HOLDINGS IN A TIMELY MANNER
Prior to this offering there has been no public market for the senior
notes, and there can be no assurance that such a market will develop. We do not
presently intend to apply for listing of the senior notes on any securities
exchange or authorization for quotation on the National Association of
Securities Dealers Inc. Automated Quotation System. The underwriters of an
offering of senior notes may make a market in the senior notes, as permitted by
applicable laws and regulations. However, the underwriters would not be
obligated to make a market in the senior notes, and any market-making activity
with respect to the senior notes may be discontinued at any time without notice.
Accordingly, no assurance can be given that an active public or other market
will develop for the senior notes or as to the liquidity of or the trading
market for the senior notes. If an active public market does not develop, the
market price and liquidity of the senior notes may be adversely affected.
OUR EARNINGS MAY BE REDUCED IF ACQUISITION PROJECTIONS ARE INACCURATE
Our earnings have benefited in large part because of our acquisition
and integration of non-title insurance businesses. These businesses generally
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 and our ability to integrate the acquired companies into our
company. Our projections are not always accurate. Inaccurate projections have
historically led to lower than expected earnings.
CURRENT LEGAL PROCEEDINGS MAY HAVE A MATERIAL ADVERSE AFFECT ON OUR FINANCIAL
CONDITION OR RESULTS OF OPERATIONS
On May 19, 1999, The People of the State of California, by the Attorney
General of the State of California, filed a class action suit in the Sacramento
Superior Court. The action seeks to certify as a class of defendants all "title
insurers," all "underwritten title companies" and all "controlled escrow
companies" (as those terms are defined in the California Insurance Code) and all
"independent escrow companies" (as the term is defined in the California
Financial Code) doing business in the State of California from 1970 to the
present who (i) hold dormant, unclaimed escrow funds; (ii) charged California
home buyers and other escrow customers $10.00 or more for delivery services or
administrative fees; (iii) charged California home buyers and other escrow
customers reconveyance fees and/or (iv) earned interest (or its equivalent) from
financial institutions and on customers' deposited escrow funds. The plaintiffs
allege that the defendants unlawfully (i) failed to escheat unclaimed property
to the Controller of the State of California on a timely basis; (ii) charged
California homebuyers and other escrow customers fees for services that were
never performed or which cost less than the amount charged; and (iii) devised
and carried out schemes with financial institutions to receive interest, or
monies in lieu of interest, on escrow funds deposited by defendants with
financial institutions in demand deposits. Subsequent to the filing of the
action by the State of California, two private class actions were served against
the title insurance industry in California. The allegations in the complaints
include some, but not all, of the allegations contained in the complaint filed
by the State of California. The private class actions were stayed by court
orders pending settlement negotiations relating to the class action filed by the
State of California. The Company has entered into a series of negotiations with
the Attorney General's office to discuss possible settlement of the claims made
by the State of California. The Company does not believe that the ultimate
resolution of these actions will have a materially adverse effect on its
financial condition or results of operations.
While we do not believe that the ultimate resolution of these actions
will have a materially adverse effect on our financial condition or results of
operations, there can be no assurance that we will obtain a favorable result.
CHANGES IN GOVERNMENT REGULATION COULD PROHIBIT OR LIMIT OUR OPERATIONS
Our title insurance, property and casualty insurance, home warranty,
thrift, credit reporting, 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.
OUR BUSINESS MAY BE MATERIALLY ADVERSELY AFFECTED IF WE LOSE THE SERVICES OF KEY
PERSONNEL
Our success is dependent upon the continued services of our senior
management, particularly our President, Parker S. Kennedy, our Chairman, D.P.
Kennedy, and our Executive Vice President and Chief Financial Officer, Thomas A.
Klemens. The loss of the services of any of these individuals could have a
material adverse effect on the our financial position and results of operations.
Our success also depends on its ability to attract and retain other highly
qualified managerial personnel.
USE OF PROCEEDS
The net proceeds from the sale of the senior notes will be used to
finance acquisitions of businesses that we believe compliment our three primary
business segments and for general corporate purposes, subject to applicable
regulatory requirements. While we are currently conducting a diversification
program which includes acquisitions, there are no present understandings,
commitments or agreements with respect to any acquisition of a business or
assets which we plan to use the proceeds of this offering to finance.
Pending such uses, some portion of the proceeds may be invested in
short-term marketable securities or short-term interest bearing obligations. The
remainder of the proceeds, if any, will be added to our general funds.
<PAGE>
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>
<CAPTION>
Year Ended December 31, Six
Months
Ended
June 30,
------------------------------- ---------- ---------- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
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, minority interest
and fixed charges. Fixed charges represent interest expense, capitalized
interest and the interest factor of rent expense.
DESCRIPTION OF THE SENIOR NOTES
GENERAL
The senior notes will be issued from time to time in one or more series
in fully registered form under the indenture between our company and
[_____________]. 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 and prospectus supplements:
o designation and total principal amount, including limits on the
principal amount, if any;
o the person to whom any interest on the senior notes shall be payable,
if other than the person in whose name the senior notes are registered
at the close of business on the record date for payment of interest;
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 any 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 designation of the place where registered holders of senior notes may
be paid, or may transfer or redeem senior notes; and
o any other specific terms applicable to the senior notes.
You should read the indenture, each indenture supplement and each
prospectus supplement in order to understand the terms of the senior notes.
RANKING
The senior notes will be unsecured and will rank senior to all of our
existing or future indebtedness that is by its terms expressly subordinated to
the senior notes. The senior notes will rank equally with all of our other
indebtedness, including $100,000,000 of 7.55% senior debentures maturing 2028.
The senior notes will be effectively subordinated to all existing and future
liabilities and obligations of our subsidiaries and holders of the senior notes
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 $62.1 million net of inter-company indebtedness.
BOOK-ENTRY SYSTEM
The senior notes may be issued in book-entry form or in registered
form. The following discussion pertains to senior notes which are issued in
book-entry form only.
One or more global senior notes would be issued to DTC, the Depository
Trust Company, or its nominee. DTC would keep a computerized record of its
participants (for example, your broker) whose clients have purchased beneficial
interests in the senior notes. The participant would then keep a record of its
clients who purchased the beneficial interests in the senior notes. A global
senior note may not be transferred, except that DTC, its nominees and their
successors may transfer an entire global senior note to one another.
Under book-entry only, we will not issue certificates to individual
holders of the senior notes. 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. DTC has advised us that it is:
o a limited-purpose trust company organized under the New York Banking
Law;
o a "banking organization" within the meaning of the New York Banking
Law;
o a member of the Federal Reserve System; and
o a "clearing corporation" within the meaning of the New York Uniform
Commercial Code.
DTC holds securities that its participants deposit with DTC. DTC also
facilitates the settlement among direct participants of securities transactions,
such as transfers and pledges, in deposited securities through computerized
records for direct participants' accounts. This eliminates the need to exchange
certificates. Direct participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations.
DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
direct participant. The rules that apply to DTC and its participants are on file
with the SEC.
DTC is owned by a number of its direct participants and by the New York
Stock Exchange, Inc., The American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc.
We will wire principal and interest payments to DTC's nominee. We and
the trustee will treat DTC's 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 owners
of beneficial interests in global senior notes.
We have been informed 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 governed by 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.
A global senior note may not be transferred except in whole by DTC to a
nominee of DTC. A global senior note is exchangeable for senior notes only if:
o DTC notifies us that it is unwilling or unable to continue as a
depository for such global senior note 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 note shall
be so transferable, registrable, and exchangeable, and such transfers
shall be registrable; or
o there shall have occurred and be continuing an event of default
(defined below) or an event which, with the giving of notice or lapse
of time or both, would constitute an event of default (defined below)
with respect to the senior notes represented by such global senior
note.
Any global senior note that is exchangeable for senior notes pursuant
to the preceding sentence 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. Subject to the
foregoing, the global senior note is not exchangeable, except for a global
senior note of like denomination to be registered in the name of the DTC or its
nominee. In the event that global senior note becomes exchangeable for senior
notes issued in the names of beneficial owners, (i) senior notes will be issued
only in fully registered form in denominations of $1,000 or integral multiples
thereof, (ii) 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 of our company maintained for such
purposes, and (iii) 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 imposed in connection
therewith.
RESTRICTIVE PROVISIONS
The Indenture uses the following defined terms which are also used in
this prospectus:
"Purchase Money Lien" is (i) a lien upon any capital stock of any
Restricted Subsidiary acquired before or after the date of the indenture if such
lien is for the purpose of financing the acquisition of the capital stock of
such Restricted Subsidiary, and does not exceed the cost to our company or any
of our subsidiaries of acquiring the capital stock of such Restricted Subsidiary
and such financing is effected concurrently with, or within six months after,
the date of such acquisition and (ii) any extension, renewal or refinancing of
any such lien described in clause (i) immediately above so long as the principal
amount of obligations secured thereby shall not exceed the original principal
amount of obligations so secured at the time of any such extension, renewal or
refinancing;
"Restricted Subsidiary" is a subsidiary that is a licensed insurance
company having capital and surplus in excess of $2.5 million. On the date
hereof, our Restricted Subsidiaries are First American Title and Trust Company,
First American Title Insurance Company, First American Home Buyers Protection
Corporation, First American Title Insurance Company of New York, First American
Title Insurance Company of Oregon, First American Title Insurance Company of
Texas and Port Lawrence Title and Trust Company.
"Total Capitalization," as of any date of determination, is the sum of
(i) all indebtedness of our company outstanding as of such date, including,
without limitation, our junior deferrable interest debentures, our senior
unsecured debt securities and all indebtedness under bank credit facilities,
(ii) our consolidated shareholders' equity at the end of the most recently
completed fiscal quarter of immediately preceding such date of determination for
which financial statements are or are required to be available and (iii) the
minority interests in our subsidiaries at the end of the most recently completed
fiscal quarter immediately preceding such date of determination for which
financial statements are or are required to be available.
LIMITATION ON LIENS. In general, the indenture does not limit the
amount of other securities which we or our subsidiaries may issue. However, the
indenture does contain restrictions on our ability to pledge or otherwise
subject to any lien on the capital stock of any Restricted Subsidiary which is
senior to the senior notes to secure any indebtedness for money borrowed or
indebtedness evidenced by a bond, note, debenture or other evidence of
indebtedness, subject to the following exceptions:
o Purchase Money Liens;
o liens on the capital stock of any Restricted Subsidiary securing
indebtedness which at the time of incurrence does not exceed 20% of
Total Capitalization; or
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 June 30, 2000, we had no indebtedness secured by liens on the
capital stock of the Restricted Subsidiaries.
LIMITATION ON CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER
TRANSACTIONS. 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 merger must be a United States
company which expressly assumes our obligations on the senior notes. 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 on the senior
notes, 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 merger, sale or lease.
INDENTURE EVENTS OF DEFAULT
The indenture provides that any one or more of the following described
events with respect to the senior notes that has occurred and is continuing
constitutes an "event of default" with respect to the senior notes:
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% in
aggregate principal amount of outstanding senior notes;
o certain events in bankruptcy, insolvency or reorganization;
o any default or event of default under any indebtedness of our company
or any of our subsidiaries, other than indebtedness secured by assets
of our company or any of our subsidiaries the terms of which limit the
remedies of the holder or holders thereof primarily to the assets so
secured, which default or event of default results in at least $25
million of aggregate principal amount of such indebtedness being
declared due and payable prior to maturity and such acceleration is
not rescinded within 10 days thereafter; or
o failure by our company or any of our subsidiaries to pay at maturity
any indebtedness, other than indebtedness secured by assets of our
company or any of our subsidiaries the terms of which limit the
remedies of the holder or holders thereof primarily to the assets so
secured, in excess of $25 million aggregate principal amount, and such
failure shall not have been cured within 10 days thereafter.
The holders of a majority in aggregate outstanding principal amount of
senior notes have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the trustee. The trustee or the
holders of not less than 25% in aggregate outstanding principal amount of senior
notes may declare the principal due and payable immediately upon an event of
default. The holders of a majority in aggregate outstanding principal amount of
senior notes may annul such declaration and waive the default if the default
(other than the non-payment of the principal of senior notes which has become
due solely by such acceleration) has been cured and a sum sufficient to pay all
matured installments of interest and principal due otherwise than by
acceleration has been deposited with the trustee.
The indenture provide that the trustee may withhold notice to the
holders of senior notes 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 the interests of the
holders of the senior notes.
The holders of a majority in aggregate outstanding principal amount of
the senior notes may, on behalf of the holders of all the senior notes, waive
any past default, except a default in the payment of principal or interest
(unless such default has been cured and a sum sufficient to pay all matured
installments of interest and principal due otherwise than by acceleration has
been deposited with the trustee) or a default in respect of a covenant or
provision which under the indenture cannot be modified or amended without the
consent of the holder of each outstanding senior note. We are required to file
annually with the trustee a certificate as to whether or not we are in
compliance with all the conditions and covenants applicable to it under the
Indenture.
In case an event of default shall occur and be continuing, the trustee
will have the right to declare the principal of and the interest on such senior
notes and any other amounts payable under the indenture to be forthwith due and
payable and to enforce its other rights as a creditor with respect to such
senior notes.
MODIFICATION OF INDENTURE
The indenture allows us and the trustee to amend, waive or supplement
the indenture without the consent of the holders of the senior notes for
specified purposes, including, among other things, curing ambiguities, defects
or inconsistencies (provided that any such action does not materially and
adversely affect the interests of the holders of senior notes) and qualifying,
or maintaining the qualification of, the indenture under the Trust Indenture Act
of 1939, as amended.
The indenture also contains provisions permitting us and the trustee,
with the consent of the holders of not less than a majority in principal amount
of outstanding senior notes affected, to modify the indenture in a manner
affecting the rights of the holders of such senior notes; provided that no such
modification may, without the consent of the holder of each outstanding senior
note so affected, (i) change the stated maturity of senior notes held by such
holder or reduce the principal amount thereof, or reduce the rate or extend the
time of payment of interest thereon (except such extension as is contemplated
hereby) or (ii) reduce the percentage of principal amount of senior notes the
holders of which are required to consent to any such modification of the
indenture.
DEFEASANCE AND DISCHARGE
We may, at any time, discharge any and all obligations in respect of
the senior notes (except for certain obligations to register the transfer or
exchange of senior notes, replace stolen, lost or mutilated senior notes,
maintain paying agencies and hold moneys for payment in trust) if we deposit in
trust with the trustee money or U.S. government obligations which through the
payment of interest thereon and principal thereof 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 on the dates such payments are
due in accordance with the terms of such senior notes. In order for us to so
discharge such 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 the holders of senior notes to recognize income, gain or loss for United
States federal income tax purposes and such opinion shall be accompanied by 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.
PAYMENT AND PAYING AGENTS
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.
Any moneys deposited with the trustee or any paying agent, or then held
by us in trust, for the payment of the principal of or interest on any senior
notes and remaining unclaimed for two years after such principal or interest has
become due and payable shall, at our request, be repaid to us, and the holder of
such senior notes shall thereafter look, as a general unsecured creditor, only
to us for payment thereof.
GOVERNING LAW
The indenture and the senior notes will be governed by and construed in
accordance with the laws of the State of New York.
INFORMATION CONCERNING TRUSTEE
The trustee shall have and be subject to all of he duties and
responsibilities specified with respect to 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 the request of any
holder of senior notes, unless offered reasonable indemnity by such holder
against the costs, expenses and liabilities which might be incurred thereby. 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.
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 effected 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 or a
supplement thereto 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 set forth in the prospectus
supplement relating to such sale. If an underwriting agreement is executed, 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 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. No assurance can be
given as to the liquidity of the trading market for any senior notes.
In connection with the sale of the senior notes, any 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 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
The validity of the senior notes will be passed upon by White & Case
LLP, 633 West Fifth Street, Los Angeles, California 90071, as counsel for the
company.
EXPERTS
The financial statements and the related financial statement schedules
incorporated by reference in this prospectus by reference to the Annual Report
on Form 10-K for the year ended December 31, 1999, have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
* * *
<PAGE>
<TABLE>
========================================================= =============================================
-------------------------
<S> <C>
o WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY THE
INFORMATION THAT DIFFERS FROM THE INFORMATION FIRST AMERICAN
IN THIS PROSPECTUS. IF YOU RECEIVE ANY CORPORATION
DIFFERENT INFORMATION, YOU SHOULD NOT RELY ON
IT. $200,000,000
o THE DELIVERY OF THIS PROSPECTUS SHALL NOT,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION SENIOR NOTES
THAT THE FIRST AMERICAN CORPORATION IS
OPERATING UNDER THE SAME CONDITIONS THAT IT WAS
OPERATING UNDER ON THE DATE OF THIS
PROSPECTUS. 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, [GRAPHIC OMITTED]
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, PROSPECTUS
THE SECURITIES TO WHICH IT RELATES IN ANY -----------------------
CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
-------------------------
TABLE OF CONTENTS
PAGE
Where You Can Find More Information.............
Prospectus Summary..............................
Risk Factors.................................... DATED [________], 2000
Use Of Proceeds.................................
Ratio of Earnings to Fixed Charges..............
Description of the Senior Notes.................
Plan of Distribution............................
Legal Matters...................................
Experts.........................................
=================================================== =======================================================
</TABLE>
<PAGE>
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
(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 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.
25* Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of [ ] to act as
trustee under the senior notes.
------------
* To be filed with amendment.
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 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.
* * *
<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 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 August 14, 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: August 14, 2000 By: /s/ D.P. Kennedy
----------------------------
D. P. Kennedy, Chairman
and Director
Date: August 14, 2000 By: /s/ Parker S. Kennedy
----------------------------
Parker S. Kennedy, President
and Director
Date: August 14, 2000 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
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Date: August 14, 2000 By: /s/ George L. Argyros*
-------------------------------------
George L. Argyros, Director
Date: August 14, 2000 By: /s/ Gary J. Beban*
-------------------------------------
Gary J. Beban, Director
Date: August 14, 2000 By: /s/ J. David Chatham*
-------------------------------------
J. David Chatham, Director
Date: August 14, 2000 By: /s/ James L. Doti*
-------------------------------------
James L. Doti, Director
Date: August 14, 2000 By: /s/ Lewis W. Douglas, Jr.*
-------------------------------------
Lewis W. Douglas, Jr., Director
Date: August 14, 2000 By: /s/ Paul B. Fay, Jr.*
-------------------------------------
Paul B. Fay, Jr., Director
Date: August 14, 2000 By: /s/ D. Van Skilling*
-------------------------------------
D. Van Skilling, Director
Date: August 14, 2000 By: /s/ Virginia Ueberroth*
--------------------------------------
Virginia Ueberroth, Director
*By: /s/ Parker S. Kennedy
------------------------
Parker S. Kennedy
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
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.
25* Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939
of [ ] to act as trustee under the senior notes.
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* To be filed with amendment.
