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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Current Report Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: March 29, 1996
Date of earliest event reported: March 27, 1996
FIRST AMERICAN CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE
(State or other jurisdiction of incorporation)
0-6198 62-0799975
(Commission File Number) (I.R.S. Employer
Identification No.)
FIRST AMERICAN CENTER, NASHVILLE, TENNESSEE 37237-0700
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (615) 748-2000
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Item 5. Other Event
First American National Bank ("FANB"), a national banking
association and wholly-owned subsidiary of First American
Corporation, has entered into a definitive Stock Purchase
Agreement dated March 27, 1996 by and among INVEST Financial
Corporation ("INVEST"), Zurich Kemper Investments, Inc.
("Kemper") and FANB. Under the terms of the agreement, FANB
will purchase 96 percent of the stock of INVEST in
consideration of cash in the aggregate amount of $26,000,000.
Exhibit No. Description
20. Press Release dated March 28, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST AMERICAN CORPORATION
--------------------------
(Registrant)
Date: March 29, 1996 /s/ Mary Neil Price
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Name: Mary Neil Price
Title: Senior Vice President
and Assistant Secretary
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EXHIBIT INDEX
Exhibit No: Description
20. Press Release dated March 28, 1996.
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EXHIBIT 20
First American Financial Contact: Carroll Kimball, 615-748-2455 (phone);
615-748-2755 (fax)
First American Media Contact: Vicki Kessler, 615-748-2912 (phone);
615-748-2535 (fax)
INVEST Media Contact: Betty Carlin, 813-289-5732 (phone); 813-207-5330 (fax)
ICA Financial/Media Contact: Tom E. Gunderson, Sr.-701-250-3201 (phone);
701-258-5400 (fax)
INVEST CREATES MERGER WITH ICA TO FORM NATION'S
LARGEST BANK-BASED INVESTMENT SERVICES FIRM AND
IS ACQUIRED BY FIRST AMERICAN CORPORATION
NASHVILLE, Tenn., March 28, 1996 -- First American Corporation today
announced an agreement with Zurich Kemper Investments, Inc., to purchase 96
percent of the stock of INVEST Financial Corporation, a leading national
marketer of mutual funds, annuities and other investment products sold through
financial institutions. INVEST simultaneously announced an agreement to merge
with Investment Center Group, Inc., the parent of Investment Centers of
America (ICA), making INVEST the largest bank-based investment brokerage in the
U.S.
Together INVEST and ICA will have a total of more than 1,700
representatives registered and licensed to sell securities or insurance
products in more than 1,000 investment centers throughout the country.
INVEST, founded in 1982 and headquartered in Tampa, sold about $1.7
billion in various investment products last year through its network of more
than 800 investment centers in 240 financial institutions nationwide. ICA,
founded in 1983 and headquartered in Bismarck, N.D., had total sales of $700
million in 1995 through 230 locations in 20 states. ICA will become a
subsidiary of INVEST and each firm will operate under its own name.
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Merlin R. Gackle, chairman, president and chief executive officer of
INVEST, will continue in his same capacity with the company. Thomas E.
Gunderson Sr. will remain president and chief executive officer of ICA and also
become vice chairman and a member of the board of directors of INVEST.
Dennis C. Bottorff, chairman and chief executive officer of First American
Corporation, said the acquisition of the combined INVEST and ICA "will create a
financial services powerhouse serving the Main Street American investor." He
emphasized that the two "third party marketing" firms would operate
autonomously and that First American's role was primarily that of an investor
in an industry it believes has strong growth potential.
He noted that in 1994 First American created First American Enterprises to
pursue investment opportunities in financial services businesses growing faster
than traditional banking businesses.
Under terms of the agreement, First American will pay $26 million in cash
to Zurich Kemper for 96 percent of INVEST. First American has agreed to pay an
equivalent price for each share of the remaining 4 percent of INVEST which is
currently held by several thrift institutions. The transaction will be
accounted for as a purchase. The acquisition, which is subject to regulatory
approval, is expected to have a neutral impact on First American's 1996
earnings and is expected to add to earnings in 1997, according to Bottorff.
Terms of the ICA merger with INVEST were not disclosed.
INVEST is considered the third party marketing industry leader in
technology and operational infrastructure. Among INVEST's proprietary
technology is the INVEST Virtual Office, an innovative platform that permits
representatives to provide financial
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planning for customers, streamline back office functions and offer product and
research information through computers at any location. INVEST is currently
launching a video conferencing system that connects customers with investment
representatives.
"One of the things that sets us apart in the marketplace is our ability to
be totally objective in evaluating and recommending products from the nation's
leading financial product firms. First American's recognition of the value of
INVEST and ICA maintaining their role as independent firms is an important
aspect of our new relationship," said Gackle.
"ICA has built a stellar reputation in this industry as a clear leader in
providing investment services to community and smaller independent banks," said
Gackle. "Its affiliation with INVEST will give their institutional clients and
retail customers access to INVEST's financial planning, technology and service
structure."
"The blend of ICA's proven track record in providing customer focused
delivery of financial services to community banks and their customers and
INVEST's advanced technology and professional support staff will be the winning
combination in third party marketing." Gunderson said.
Stephen B. Timbers, president, chief executive officer and chief
investment officer of Zurich Kemper Investments, said the sale of INVEST allows
Zurich Kemper to focus more of its energies and resources on its core business
of investment management. Zurich Kemper will continue to sell its products
through the INVEST network.
Nashville-based First American Corporation (NASDAQ: FATN) is a $10 billion
financial services holding company with offices in Tennessee, Kentucky and
Virginia.
