REGISTRATION NO. 333-66431
FILED PURSUANT TO RULE 424(B)(3)
PROSPECTUS
3,000,000 COMMON SHARES
THE FIRST AMERICAN CORPORATION
Acquisition Consideration [Logo of
The First American Corporation]
o This prospectus covers up to 3,000,000 of our common shares. Our Business
o We may offer these shares from time to time as full or o We are a leading provider of
partial consideration for our acquisition of the assets or business information and
ownership interests of businesses which primarily related products and services.
provide financial and information services.
Listing
o We will negotiate the terms of each acquisition
transaction with the owners of the assets or ownership o The shares offered by this
interests being acquired at the time the particular prospectus will be listed for
acquisition transaction is undertaken. trading on the New York Stock
Exchange.
Share Price
o The trading symbol for our
o We will value the shares issued in a particular shares on the New York Stock
acquisition transaction at a price reasonably related to Exchange is "FAF."
market value of the the shares at one of the following
times: o On July 31, 2001, the closing
price of our shares on the New
o When the terms of the particular acquisition York Stock Exchange was
transaction are agreed upon. $17.75.
o When the particular acquisition transaction closes.
o During the period or periods prior to the delivery of the shares.
An Investment in Our Company Entails Risk
o Before making an investment in our shares, you should consider carefully
the "Risk Factors" set forth beginning on page 1.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is August 1, 2001.
(inside front cover page)
TABLE OF CONTENTS
Where You Can Find More Information; Incorporation by Reference.............(i)
Risk Factors.................................................................1
Special Note of Caution Regarding Forward-Looking Statements.................2
The First American Corporation...............................................4
Summary Historical Consolidated Financial Data...............................5
Selling Shareholders.........................................................7
Plan of Distribution.........................................................8
Legal Matters................................................................9
Experts.....................................................................10
.........
WHERE YOU CAN FIND MORE INFORMATION;
INCORPORATION BY REFERENCE
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy,
upon payment of a fee set by the SEC, any document that we file with the SEC at
any of its public reference rooms in the following locations:
450 Fifth Street, N.W.
Washington, D.C. 20549
Seven World Trade Center
13th Floor, Suite 1300
New York, New York 10048
Citicorp Center
500 West Madison Street
14th Floor, Suite 1400
Chicago, Illinois 60661
You may also call the SEC at 1-800-432-0330 for more information on the
public reference rooms. Our filings are also available to the public on the
internet through the SEC's EDGAR database. You may access the EDGAR database at
the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information in this prospectus. This prospectus
incorporates by reference the documents set forth below that we have previously
(i)
(inside cover page continued)
filed with the SEC. These documents contain important business and financial
information about our company, including information concerning its financial
performance:
o our annual report on form 10-K for the fiscal year ended December 31,
2000;
o our quarterly report on form 10-Q for the quarter ended March 31,
2001;
o our current reports on form 8-K filed January 31, 2001, February 21,
2001, April 11, 2001, April 16, 2001, May 7, 2001, May 8, 2001, May
10, 2001, May 17, 2001 and August 1, 2001;
o the description of our common shares, $1.00 par value, contained in
our registration statement on form 8-A, dated November 19, 1993, which
registers the shares under Section 12(b) of the Exchange Act;
o the description of Rights to Purchase Series A Junior Participating
Preferred Shares, which may be transferred with our common shares,
contained in our registration statement on form 8-A, dated November 7,
1997, which registers the rights under Section 12(b) of the Exchange
Act; and
o any additional documents that we file with the SEC between the date of
this prospectus and the earlier of the following dates:
o the date on which all of the shares offered by this prospectus
are resold by the persons or entities who or which acquire them
from us; and
o the date that is one year after the last date on which shares
offered by this prospectus are issued by us.
This prospectus is part of a registration statement on Form S-4 which we
have filed with the SEC. As permitted by SEC rules, this prospectus does not
contain all of the information contained in the registration statement, any
amendments, and accompanying exhibits and schedules filed with the SEC. You may
refer to the registration statement, any amendments, and the exhibits and
schedules for more information about us and our common shares. The registration
statement, exhibits and schedules are also available at the SEC's public
reference rooms or through its EDGAR database on the Internet.
You may obtain a copy of these filings at no cost by writing to us at The
First American Corporation, 1 First American Way, Santa Ana, California
92707-5913, Attention: Mark R Arnesen, or by telephoning us at (714) 800-3000.
In order to obtain timely delivery, you must submit your request no later than
five days prior to the date you make your investment decision.
(ii)
RISK FACTORS
In addition to the other information contained in this prospectus, any
supplement to this prospectus and the registration statement of which this
prospectus is a part, you should carefully consider the following risk factors
before investing in our company.
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.
Earnings may be reduced if acquisition projections are inaccurate
Our earnings have improved since 1991 in large part because of our
acquisition and integration of non-title insurance businesses. 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. Our projections are not always accurate. Inaccurate
projections have historically led to lower than expected earnings.
Changes in government regulation could prohibit or limit our operations
Our title insurance, property and casualty insurance, home warranty,
thrift, trust and investment businesses are regulated by various governmental
agencies. Many of our other businesses operate within statutory guidelines.
Changes in the applicable regulatory environment or statutory guidelines could
prohibit or restrict our existing or future operations. Such restrictions may
adversely affect our financial performance.
Current legal proceedings may have a material adverse affect on our financial
condition or results of operations
On May 19, 1999, the State of California and the controller and insurance
commissioner of the State of California filed a class action suit in the state
court in Sacramento. Initially, the action sought 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
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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.
Since the initial filing of the suit, the California Attorney General's
Office, on behalf of the State, the controller and the insurance commissioner,
indicated that it would not seek to certify a class of defendants, but would
instead amend its suit to name an unspecified number of title underwriters and
underwritten title companies. To date, the attorney general has neither amended
the suit, nor to our knowledge taken steps to progress with it, including the
service of process on any party. The attorney general, however, has entered into
settlement discussions with various title insurance underwriters, including
certain of our subsidiaries. Additionally, the attorney general indicated that
it will address issues pertaining to escheat obligations through routine audits
conducted by the controller's office, rather than through litigation.
Subsequent to the filing of this lawsuit, the First American Title
Insurance Company, a subsidiary of ours, 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. One of the
private class actions has been dismissed. The remaining private class action has
not progressed beyond limited document production.
An adverse decision in these lawsuits may have a material adverse effect on
our financial condition or results of operations.
SPECIAL NOTE OF CAUTION REGARDING
FORWARD-LOOKING STATEMENTS
Certain statements contained in this prospectus, any applicable supplement
to this prospectus and the documents incorporated by reference into this
prospectus, may constitute "forward-looking statements" within the meaning of
the federal securities laws. The following or similar words are intended to
identify forward-looking statements in our documents:
o "anticipate" o "forecast"
o "believe" o "goal"
o "estimate" o "objective"
o "expect" o "projection"
Risks and uncertainties exist which may cause results to differ materially
from those set forth in these forward-looking statements. Factors that could
cause the anticipated results to differ from those described in the
forward-looking statements include:
o interest rate fluctuations;
o changes in the performance of the real estate markets;
o general volatility in the capital markets;
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o changes in applicable government regulations;
o consolidation among our significant customers and competitors;
o legal proceedings commenced by the California attorney general and
related litigation;
o our continued ability to identify businesses to be acquired;
o changes in our ability to integrate businesses which we acquire; and
o other factors described in our annual report on form 10-K for the year
ended December 31, 2000 filed with the SEC.
The forward-looking statements speak only as of the date they are made. We
do not undertake to update forward-looking statements to reflect circumstances
or events that occur after the date the forward-looking statements are made.
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THE FIRST AMERICAN CORPORATION
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 three business segments and the products and
services which we now offer through our subsidiaries:
Title Insurance Real Estate Information Consumer Information
& Services & Services & Services
o aircraft and vessel title o credit reporting and information -consumer information
insurance management
o equity loan services o default management services o pre-employment screening
o lender services o field inspections o resident screening
o national/commercial title o flood determination and o specialized credit reporting
insurance compliance o sub-prime consumer
o residential title insurance o mortgage document services information
o subdivision title insurance o mortgage origination software o vehicle information and
o 1031 tax-deferred exchange systems insurance tracking
services o mortgage servicing software
o title and escrow systems systems -consumer services
o residential and commercial real
estate tax reporting o banking services
o tax valuation services o consumer credit reports
o appraisal and property o home comparable reports
valuation o home warranty
o database management services and o investment services
document imaging o property and casualty insurance
o property information and map o trust services
image products
o title plant and document
imaging services
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Summary Historical Consolidated Financial Data
The following table sets forth summary historical consolidated financial
and other data for the five years ended December 31, 2000. The summary is
qualified in its entirety by reference to the financial statements and other
information contained in our annual report on form 10-K for the year ended
December 31, 2000, which is incorporated by reference into this prospectus. All
data are in thousands except percentages, per share data and employee data.
Year Ended
December 31
------------------------------------------------------------------------------
1996 1997 1998 1999 2000
Revenues....................... $1,654,976 $1,962,001 $2,943,880 $2,988,169 $2,934,255
Income before cumulative effect
of a change in accounting for
tax service contracts (1)... 55,766 67,765 201,527 88,643 82,223
Cumulative effect of a change
in accounting for tax
service contracts (1)....... -- -- -- (55,640) --
Net income..................... 55,766 67,765 201,527 33,003 82,223
Total assets................... 1,010,556 1,220,377 1,852,731 2,116,414 2,199,737
Notes and contracts payable.... 72,761 51,720 143,466 196,815 219,838
Mandatorily redeemable
preferred securities........ 100,000 100,000 100,000 100,000
Stockholders' equity........... 384,931 442,783 762,265 815,991 870,237
Return on average stockholders'
equity (2).................. 15.4% 16.4% 33.4% 10.9% 9.8%
Cash dividends on common
shares...................... 7,928 14,035 13,894 15,840 15,256
Per share of common stock (3)
Basic:
Income before cumulative
effect of a change in
accounting for tax
service contracts......... .98 1.19 3.35 1.37 1.29
Cumulative effect of a change
in accounting for tax
service contracts......... -- -- -- (.86) --
------------------------------------ -------------- --------------- --------------- --------------- ---------------
Net income................... $ .98 $ 1.19 $ 3.35 $ .51 $ 1.29
------------------------------------ -------------- --------------- --------------- --------------- ---------------
Diluted:
Income before cumulative effect
of a change in accounting for
tax service contracts..... $ .98 $ 1.16 $ 3.21 $ 1.34 $ 1.24
Cumulative effect of a change in
accounting for tax service
contracts................. -- -- -- (.84) --
------------------------------------ -------------- --------------- --------------- --------------- ---------------
Net income................... $ .98 $ 1.16 $ 3.21 $ .50 $ 1.24
------------------------------------ -------------- --------------- --------------- --------------- ---------------
Stockholders' equity......... $ 6.76 $ 7.74 $ 12.08 $ 12.54 $ 13.62
Cash dividends............... $ .14 $ .25 $ .23 $ .24 $ .24
Number of common shares outstanding:
Weighted average during the year:
Basic..................... 56,652 57,092 60,194 64,669 63,680
Diluted................... 57,112 58,482 62,720 66,351 66,050
End of year................. 56,965 57,186 63,120 65,068 63,887
Title orders opened (4)........ 1,027 1,173 1,585 1,334 1,241
Title orders closed (4)........ 775 886 1,210 1,120 975
Number of employees............ 11,611 13,156 19,669 20,065 20,346
------------------
All consolidated results reflect the 1999 acquisition of National Information Group accounted for under the
pooling-of-interests method of accounting.
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(1) In December 1999, First American adopted Staff Accounting Bulletin No. 101 (SAB), "Revenue Recognition in
Financial Statements." The SAB, which became effective January 1, 1999, applies to First American's tax service
operations and requires the deferral of the tax service fee and the recognition of that fee as revenue ratably
over the expected service period. The amortization rates applied to recognize the revenues assume a 10-year
contract life and are adjusted to reflect prepayments. First American periodically reviews its tax service
contract portfolio to determine if there have been changes in contract lives and/or changes in the number
and/or timing of prepayments. Accordingly, First American may adjust the rates to reflect current trends. The
SAB finalizes a series of changes instituted by the Securities and Exchange Commission concerning revenue
recognition policies. As a result of adopting the SAB, in 1999, First American reported a charge of $55.6
million, net of income taxes and minority interests, as a cumulative change in accounting principle, reduced
net income by $10.9 million, or $0.16 per diluted share and restated its quarterly information. During the year
ended December 31, 2000, First American recognized $38.6 million in revenues that were included in the
cumulative effect adjustment. Revenues earned by the other products in the real estate information segment are
recognized at the time of delivery, as First American has no significant ongoing obligation after delivery.
(2) Return on average stockholders' equity for 1999 excludes the cumulative effect of a change in accounting for
tax service contracts from both net income and stockholders' equity.
(3) Per share information relating to net income is based on weighted-average number of shares outstanding for the
years presented. Per share information relating to stockholders' equity is based on shares outstanding at the
end of each year.
(4) Title order volumes are those processed by the direct title operations of First American and do not include
orders processed by agents.
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SELLING SHAREHOLDERS
The following table sets forth, as of the date of this prospectus, the
following information:
o the name of each holder of shares that may currently be sold pursuant
to this prospectus;
o the number of our common shares that each selling shareholder owns as
of such date;
o the number of our common shares owned by each selling shareholder that
may be offered for sale from time to time pursuant to this prospectus;
o the number of our common shares to be held by each selling shareholder
assuming the sale of all the shares offered hereby; and
o by footnote, any position or office held or material relationship with
The First American Corporation or any of its affiliates within the
past three years, other than that of being a shareholder.
We may amend or supplement this prospectus from time to time to update the
disclosure set forth herein.
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Number of Shares
to be Offered for
Shares Owned of the Selling Shares Owned of Record
Record Prior to the Shareholder's After Completion of the
Offering Account Offering
Name of Selling Shareholder Number % Number %
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Henry M. Goldberg 0 <1 559,660 0 0
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Total: 0 <1 559,660 0 0
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PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered and sold from time to
time during the effectiveness of the registration statement by the selling
shareholders. The selling shareholders will act independently of us in making
decisions with respect to the timing, manner and price of each sale. The selling
shareholders may sell the shares being offered hereby on the New York Stock
Exchange, or otherwise. The sale price may be the then prevailing market price
or a price related thereto, a price set by formula, which may be subject to
change, or a negotiated price. The shares may be sold, without limitation, by
one or more of the following means of distribution:
o a block trade in which the broker-dealer so engaged will attempt to
sell shares as agent, but may position and resell a portion of the
block as principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to this prospectus;
o a distribution in accordance with the rules of the New York Stock
Exchange;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
o in privately negotiated transactions.
To the extent required, this prospectus may be amended and supplemented
from time to time to describe a specific plan of distribution.
In connection with distributions of the shares or otherwise, the selling
shareholders may enter into hedging transactions with broker-dealers or other
financial institutions. In connection with a hedging transaction, broker-dealers
or other financial institutions may engage in short sales of the shares in the
course of hedging the positions they assume with selling shareholders. The
selling shareholders may also sell the shares short and deliver the shares
offered hereby to close out such short positions. The selling shareholders may
also enter into option or other transactions with broker-dealers or other
financial institutions which require the delivery to such broker-dealer or other
financial institution of shares offered hereby, which shares such broker-dealer
or other financial institution may resell pursuant to this prospectus, as
supplemented or amended to reflect such transaction. The selling shareholders
may also pledge shares to a broker-dealer or other financial institution, and,
upon a default, such broker-dealer or other financial institution may effect
sales of the pledged shares pursuant to this prospectus, as supplemented or
amended to reflect such transaction. In addition, any shares that qualify for
sale pursuant to Rule 144 of the Securities Act may, at the option of the holder
thereof, be sold under Rule 144 of the Securities Act rather than pursuant to
this prospectus.
Any broker-dealer participating in such transactions as agent may receive
commissions from the selling shareholders and/or purchasers of the shares
offered hereby. Usual and customary brokerage fees will be paid by the selling
shareholders. Broker-dealers may agree with the selling shareholders to sell a
specified number of shares at a stipulated price per share, and, to the extent
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such a broker-dealer is unable to do so acting as agent for the selling
shareholders, to purchase as principal any unsold shares at the price required
to fulfill the broker-dealer commitment to the selling shareholders.
Broker-dealers who acquire shares as principal may thereafter resell the shares
from time to time in transactions, which may involve cross and block
transactions and which may involve sales to and through other broker-dealers,
including transactions of the nature described above, in the market, in
negotiated transactions or otherwise at market prices prevailing at the time of
sale or at negotiated prices, and in connection with such resales may pay to, or
receive from, the purchasers of such shares, commissions computed as described
above.
In order to comply with the securities laws of certain states, if
applicable, the shares will be sold in such jurisdictions only though registered
or licensed brokers or dealers. In addition, in certain states the shares may
not be sold unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
We have advised the selling shareholders that the anti-manipulation rules
of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the selling shareholders and their affiliates.
In addition, we will make copies of this prospectus and any supplement available
to the selling shareholders and have informed them of the need for delivery of
copies of this prospectus and any supplement to purchasers at or prior to the
time of any sale of the shares offered hereby. The selling shareholders may
indemnify any broker-dealer that participates in transactions involving the sale
of the shares against liabilities resulting therefrom. Among these liabilities
for which indemnification may be provided are those arising under the Securities
Act.
At the time a particular offer of shares offered pursuant to this
prospectus is made, if required, a supplement to this prospectus will be
distributed that will set forth the number of shares being offered and the terms
of the offering, including the name of any underwriter, dealer or agent, the
purchase price paid by any underwriter, any discount, commission and other item
constituting compensation, any discount, commission or concession allowed or
re-allowed or paid to any dealer, and the proposed selling price to the public.
We have agreed to keep the registration statement of which this prospectus
constitutes a part effective in respect of shares issued pursuant thereto until
the first to occur of the following dates:
o the date one year from the date of issuance of such shares; and
o such date as all of the shares offered by the selling shareholders
listed above have been sold.
We intend to de-register any of the shares not sold by the selling
shareholders after such time.
LEGAL MATTERS
The validity of the shares offered by this prospectus will be passed upon
for us by White & Case LLP, Los Angeles, California.
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EXPERTS
The financial statements incorporated in this prospectus by reference to
the annual report on form 10-K for the year ended December 31, 2000 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.
* * *
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(outside back cover page)
__________________________
o We have not authorized anyone to give you
any information that differs from the Prospectus
information in this prospectus. If you
receive any different information, you
should not rely on it.
3,000,000 Common Shares
o The delivery of this prospectus shall not, under any
circumstances, create an implication that The First American [Logo of
Corporation is operating under the same conditions that The First American Corporation]
it was operating under when this prospectus was written. THE FIRST AMERICAN
Do not assume that the information contained in this CORPORATION
prospectus is correct at any time past the date indicated
Dated August 1, 2001
o This prospectus does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities other than the
securities to which it relates.
o This prospectus does not constitute an offer to sell, or the
solicitation of an offer to buy, the securities to which it
relates in any circumstances in which such offer or solicitation
is unlawful.
__________________________