REGISTRATION NO. 333-75288
FILED PURSUANT TO RULE 424(b)(3)
PROSPECTUS
[Logo of The First American Corporation]
THE FIRST AMERICAN CORPORATION
3,621,773 SHARES OF COMMON STOCK
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We are offering up to 3,621,773 of our common shares, par value $1 per
share, for issuance from time to time as full or partial consideration for the
acquisition of businesses, assets or securities of other business entities.
People who receive shares of our common stock in connection with an
acquisition may be permitted by us to use this prospectus and a prospectus
supplement to resell their shares. You should read the section titled "Selling
Shareholders" to find out more information about resales, if any, including the
amount of securities being resold.
The specific terms of each acquisition will be determined at or near
the time of the acquisition by negotiations with the owners of the businesses,
assets or securities to be acquired. Shares of our common stock issued hereunder
will be valued at approximately the market value at the time the terms of the
acquisition are tentatively or finally agreed to, when the acquisition is
completed, or during a specific period of time before we deliver the shares.
We may be required to provide further information by means of a
post-effective amendment to the registration statement of which this prospectus
forms a part or a prospectus supplement once we know the actual information
concerning a specific acquisition. We urge you to read this prospectus, any
accompanying prospectus supplement and the information described under the
heading "Documents Incorporated By Reference" before you make your investment
decision.
We do not expect to receive any cash proceeds from the sale of our
common shares pursuant to this prospectus, or to use an underwriter or pay
underwriting discounts or commissions with respect to such shares.
Our common shares are traded on the New York Stock Exchange under the
trading symbol "FAF." On January 23, 2002, the closing price of one of our
common shares on the New York Stock Exchange was $19.16.
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An investment in our company involves risk.
You should read carefully the "Risk Factors" beginning on page 4
before deciding whether to purchase shares of our common stock.
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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 January 24, 2002.
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TABLE OF CONTENTS
Page
Prospectus Summary........................................1
Risk Factors..............................................4
Selected Financial Data...................................6
Selling Shareholders......................................8
Where You Can Find More Information......................10
Documents Incorporated by Reference......................10
Special Note of Caution Regarding
Forward-Looking Statements............................11
Legal Matters............................................11
Experts..................................................11
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This prospectus incorporates important business and financial
information about First American that is not included in or delivered with this
document. This means that we may satisfy our disclosure obligations to you by
referring you to one or more documents separately filed with the SEC. See
"Documents Incorporated By Reference" on page 9 for a list of documents that we
have incorporated by reference into this prospectus. This information is
available to shareholders without charge upon written or oral request to:
The First American Corporation
Mark R Arnesen
1 First American Way
Santa Ana, California 92707-5913
(714) 800-3000
To obtain timely delivery, you must request the information at least
five business days before the date on which you must make a decision on whether
to invest in our company.
(i)
PROSPECTUS SUMMARY
Our Company
We are a leading provider of business information, providing products
and services in connection with the major economic events in a consumer's life.
We provide information and related services in connection with:
o Getting a job o Arranging a mortgage
o Renting an apartment o Opening or buying a business
o Buying a car o Retirement
o Buying a house, boat or airplane
Our largest segment is title insurance. We entered this business in
1889 and have a national market share of 23% as of December 31, 2000. We have
broad geographic coverage, with strong market shares in all the states and in
many foreign countries. Our title insurance revenues in 2000 were $2.1 billion
and have grown at an annual rate of 13% over the five year period ended December
31, 2000. The pre-tax margins for our title insurance segment were 4.5% in 2000.
For the first nine months of 2001, title insurance revenues were $1.9 billion
compared to $1.6 billion for the year before period. In the early 1990s, we
began a more aggressive plan to develop and acquire operations that enable us to
provide a range of title insurance, real estate-related services, and
information services to major residential lenders and loan servicers. Given our
strong relationships with these major lenders and the fact that in most
refinance transactions the lender selects the title insurer, we believe we are
well positioned from a competitive standpoint to benefit from an increase in
refinancing activity.
During the last decade we have developed a complete set of real
estate-related services. We now provide all information and services needed to
close a home sale and a mortgage, including credit information, flood zone
information and real estate tax information. We offer the broadest array of
services and have the first or second largest market share in almost all the
product categories.
Our real estate information and services segment has experienced
higher growth in revenues and higher margins than our title insurance segment.
Revenues from our real estate information and services segment in 2000 were $573
million and have grown at an annual rate of 24% over the five years ended
December 31, 2000. The pre-tax margin in our real estate information and
services segments was 10.4% in 2000. For the first nine months of 2001, revenues
in this segment were $555 million.
During the last decade, we developed and purchased extensive databases
used in producing our real estate-related products. Included are:
o Data Trace, the nation's largest provider of title information
systems;
o Data Tree, the nation's largest database of image recorded
documents; and
o First American RES, the nation's largest provider of real estate
property characteristic and valuation information.
Our expertise that we developed in producing real estate-related
products led to our entry into businesses less sensitive to real estate cycles,
such as tenant screening and pre-employment screening. Most significantly, we
developed a set of products used by auto lending and leasing companies to
originate and service auto loans and leases. We are the nation's largest
provider of specialized automotive credit reports. Between auto and mortgage
credit reports, we have issued over 2 million credit reports per month in recent
months. The pre-tax margin of our consumer information services segment was
13.9% in 2000. Our revenues in this segment have grown from $80 million in 1996
to $263 million in 2000--an annual growth rate of 33%. Revenues in this segment
through the first three quarters of 2001 were $220 million.
We have developed sophisticated systems to streamline the processes
relating to title and real estate information. We have also built sophisticated
electronic delivery systems.
-1-
The following is a list of our businesses:
Title Insurance and Services
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o Equity loan services o Subdivision title insurance
o Lenders Services o 1031 tax-deferred exchange services
o National/Commercial title insurance o Title and escrow systems
o Residential title insurance o Aircraft and vessel title insurance
Real Estate Information and Services
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o Default management services o Mortgage origination/servicing software
systems
o Credit reporting and information o Appraisal and property valuation
management
o Residential and commercial real estate tax o Property characteristic and valuation
reporting and valuation services information
o Flood determination and compliance o Title plant and document imaging services
o Mortgage document services o Field inspections
Consumer Information and Services
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o Pre-employment screening o Banking services
o Resident screening o Consumer credit reports
o Specialized credit reporting o Home warranty
o Sub-prime consumer information o Investment services
o Vehicle information and insurance tracking o Property and casualty insurance
o Trust 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.
-2-
About This Prospectus
This prospectus and each prospectus supplement (if any) is part of a
registration statement on Form S-4 that we filed with the Securities and
Exchange Commission using a "shelf" registration process. Under the shelf
registration process, we may offer and sell, from time to time, in one or more
offerings, up to a total of 3,621,773 of our common shares for use in connection
with acquisitions by us of other businesses, assets or securities of other
business entities. The consideration offered by us in such acquisitions, in
addition to any shares of common stock offered by this prospectus, may include
cash, certain assets and/or assumption by First American of liabilities of the
businesses, assets or securities being acquired.
The terms of acquisitions involving the issuance of the shares of
common stock covered by this prospectus are expected to be determined by direct
negotiations with the owners or controlling persons of the assets, businesses or
securities to be acquired. Factors taken into account in acquisitions may
include, among other factors, the quality and reputation of the business to be
acquired and its management, the strategic market position of the business to be
acquired, its proprietary assets, earning power, cash flow and growth potential,
and the market value of its equity securities when pertinent. It is anticipated
that shares of our common stock issued in any such acquisition will be offered
at approximately the then current market value of the common stock. The value
will be determined either when the terms of the acquisition are tentatively or
finally agreed to, when the acquisition is completed, or during a period of time
before we deliver the shares.
We do not expect to pay underwriting discounts or commissions,
although we may pay finders' fees from time to time in connection with certain
acquisitions. Any person receiving finders' fees may be deemed to be an
"underwriter" within the meaning of the Securities Act, and any profit on the
resale of shares of common stock purchased by them may be considered
underwriting commissions or discounts under the Securities Act.
This prospectus provides you with a general description of the
securities we may sell. If necessary, each time we sell securities under this
prospectus, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
this prospectus, the applicable prospectus supplement and the information
incorporated by reference. See "Documents Incorporated by Reference" on page 9.
We may also permit individuals or entitles who have received or will
receive shares of our common stock in connection with the acquisitions described
above, or their transferees or successors-in-interest, to use this prospectus to
cover their resale of such shares. See "Selling Shareholders," as it may be
amended or supplemented from time to time, for a list of those individuals or
entities who are authorized to use this prospectus to sell their shares of our
common stock.
In making your investment decision, you should rely only on the
information contained or incorporated by reference in this prospectus. We have
not authorized anyone to provide you with any other information. If you receive
any unauthorized information, you must not rely on it. This prospectus is not an
offer to sell these securities and is not soliciting an offer to buy these
securities in any state or jurisdiction where the offer or sale of these
securities is not permitted. You should not assume that the information
contained or incorporated by reference in this prospectus is accurate as of any
date other than the date on which it is released by First American.
-3-
RISK FACTORS
You should consider carefully the following risk factors, as well as
the other information contained elsewhere in this prospectus, each prospectus
supplement and the information incorporated by reference before deciding to
purchase any of our common shares.
OUR REVENUES MAY DECLINE DURING PERIODS WHEN THE DEMAND FOR OUR PRODUCTS
DECREASES
Our revenues decrease as the number of real estate transactions in
which our products are purchased decreases. We have found that the number of
real estate transactions in which our products are purchased decreases in the
following situations:
o when mortgage rates are high;
o when the mortgage fund supply is limited; and
o when the United States economy is weak.
We believe that this trend will recur.
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 federal, state
and local 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 restrict our ability to implement rate
increases, acquire assets or businesses or otherwise have a negative impact on
our ability to increase our operating results. Such regulation may adversely
affect our financial performance.
AS A HOLDING COMPANY, WE DEPEND ON DISTRIBUTIONS FROM OUR SUBSIDIARIES, AND IF
DISTRIBUTIONS FROM OUR SUBSIDIARIES ARE MATERIALLY IMPAIRED, OUR ABILITY TO
DECLARE AND PAY DIVIDENDS MAY BE ADVERSELY AFFECTED
First American is a holding company whose primary assets are the
securities of its operating subsidiaries. Our ability to pay dividends is
dependent on the ability of our subsidiaries to pay dividends or repay funds to
us. If our operating subsidiaries are not able to pay dividends or repay funds
to us, we may not be able to declare and pay dividends to you. Moreover,
pursuant to insurance and other regulations under which our insurance
subsidiaries operate, the amount of dividends, loans and advances available to
us is limited. Under such regulations, the maximum amount of dividends, loans
and advances available to us from our insurance subsidiaries in 2001 is $138.2
million.
OUR 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. For example,
pre-tax margins for our title insurance segment were 4.5% in 2000, while pre-tax
margins for our real estate information and services and consumer information
services segments in the same year were 10.4% and 13.9%, respectively. The
success or failure of acquisitions in these lines has depended in large measure
upon the accuracy of our projections. These projections are not always accurate.
Inaccurate projections have historically led to lower than expected earnings.
-4-
CURRENT LEGAL PROCEEDINGS MAY HAVE A MATERIAL ADVERSE AFFECT ON OUR FINANCIAL
CONDITION OR RESULTS OF OPERATIONS
On May 19, 1999, the controller and insurance commissioner of the
State of California filed a class action suit in the Sacramento state court. The
action seeks to certify as a class of defendants all title and escrow companies
doing business in California from 1970 to the present, including certain of our
subsidiaries. The plaintiffs allege that the defendants:
o failed to give unclaimed property to the State of California on a
timely basis;
o charged California home buyers and other escrow customers fees
for services that were never performed or which cost less than
the amount charged; and
o devised and carried out schemes, known as earnings credits, with
financial institutions to receive interest on escrow funds
deposited by defendants with financial institutions in demand
deposits.
In February 2000, we entered into an administrative settlement with
the California Department of Insurance, known as the DOI. The DOI released us
from any further claim of liability as to its receipt of earnings credits or any
alleged overcharges for miscellaneous escrow fee items, such as courier or wire
service fees. The DOI further agreed to direct the California attorney general
to dismiss the insurance commissioner as a plaintiff from the lawsuit. In the
settlement with the DOI, we were directed by the insurance commissioner and
agreed to make a contribution to a consumer education fund and accept a new
regulation in the form drafted by the DOI, whereby earnings credit programs will
be authorized and regulated by the DOI and rate filings will be required for
escrow fees. In July 2000, then insurance commissioner Chuck Quackenbush, who
had approved the administrative settlement, resigned. The new insurance
commissioner has not yet indicated whether he will re-examine the previously
agreed upon administrative settlement. We do not believe our settlement will be
affected.
Subsequent to the filing of this lawsuit, our subsidiary First
American Title Insurance Company was named and served as a defendant in two
private class actions in California courts. The allegations in those actions
include some, but not all, of the allegations contained in the lawsuit discussed
above. The private class actions independently seek injunctive relief,
attorneys' fees, damages and penalties in unspecified amounts. One of the
private class actions has been dismissed. The remaining private class action was
stayed by court order pending settlement negotiations relating to the class
action filed by the California controller and insurance commissioner. The stay
was recently lifted.
An adverse decision in these lawsuits may have a material adverse
effect on our financial condition or results of operations.
CERTAIN PROVISIONS OF OUR CHARTER AND RIGHTS PLAN MAY MAKE A TAKEOVER OF OUR
COMPANY DIFFICULT EVEN IF SUCH TAKEOVER COULD BE BENEFICIAL TO SOME OF OUR
SHAREHOLDERS
Our restated articles of incorporation authorize the issuance of
"blank check" preferred stock with such designations, rights and preferences as
may be determined from time to time by our board of directors. Accordingly, our
board is empowered, without further shareholder action, to issue shares or
series of preferred stock with dividend, liquidation, conversion, voting or
other rights that could adversely affect the voting power or other rights,
including the ability to receive dividends, of our common shareholders. The
issuance of such preferred stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control. In
conjunction with the rights plan discussed below, we have authorized the
issuance of our Series A Junior Participating Preferred Shares. Although we have
no present intention of issuing any additional shares or series of preferred
stock, we cannot guarantee that we will not make such an issuance in the future.
We have adopted a rights plan which could, alone or in combination
with our restated articles of incorporation, discourage transactions involving
actual or potential changes of control, including transactions that otherwise
could involve payment of a premium over prevailing market prices to our
shareholders for their common shares.
-5-
SELECTED FINANCIAL DATA
The following table sets forth our selected 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
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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.
(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
-6-
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.
-7-
SELLING SHAREHOLDERS
In general, the persons to whom we issue shares of common stock under
this prospectus will be able to resell such shares in the public market without
further registration and without being required to deliver a prospectus.
However, certain persons who receive our common shares may want to resell those
securities in distributions that would require the delivery of a prospectus.
With our consent, this prospectus may be used by certain shareholders who wish
to sell our common stock. As used in this prospectus, "selling shareholders" may
include shareholders who receive our common shares hereunder in connection with
an acquisition and donees and pledgees selling shares received from such people.
We may limit our consent to a specified time period and subject our consent to
certain limitations and conditions, which may vary by agreement.
Selling shareholders may sell our common shares in any combination of
the following:
o through the New York Stock Exchange or any national securities
exchange on which our common stock has been approved for listing
in the future;
o directly to purchasers in negotiated transactions;
o by or through brokers or dealers, in ordinary brokerage
transactions or transactions in which the broker solicits
purchases;
o in block trades in which the broker or dealer will attempt to
sell securities as an agent but may position and resell a portion
of the block as principal;
o in a transaction in which a broker or dealer purchases as
principal for resale for its own account; or
o through underwriters or agents.
Resales by selling shareholders may be made directly to investors or
through securities firms acting as underwriters, brokers or dealers. The fees
earned by or paid to the securities firm may be the normal stock exchange
commission or negotiated commissions or underwriting discounts to the extent
permissible. Shares of our common stock may be sold at a fixed offering price,
which may be changed, at the prevailing market price at the time of sale, at
prices related to such prevailing market price or at negotiated prices. The
securities firm may resell the shares through other securities dealers, and
commissions or concessions to those other dealers may be allowed. Such selling
shareholders may indemnify any securities firm participating in such
transactions against certain liabilities, including liabilities under the
Securities Act and to reimburse them for any expenses in connection with an
offering or sale of securities.
The selling shareholders and any broker-dealers who act in connection
with the sale of shares hereunder may be deemed to be an "underwriter" within
the meaning of the Securities Act. Any commissions received by them and profit
on any resale of such shares as principal may be deemed to be underwriting
discounts and commissions under the Securities Act.
Selling shareholders may also offer shares of common stock covered by
this prospectus by means of prospectuses under other registration statements or
pursuant to exemptions from the registration requirements of the Securities Act,
including sales that meet the requirements of Rule 144 or Rule 145(d) under the
Securities Act. Selling shareholders should seek the advice of their own counsel
about the legal requirements for such sales.
This prospectus will be amended or supplemented, if required by the
Securities Act and the rules of the SEC, to disclose identity of the selling
shareholders, the number of shares to be sold by the selling shareholders, any
material relationship a selling shareholder may have with us, and other details
of the resale to the extent appropriate.
We will not receive any part of the proceeds from the resale by the
selling shareholders of any shares under this prospectus. We will bear all
expenses other than selling discounts and commissions and fees and expenses of
the selling shareholders in connection with the registration of the shares being
reoffered by the selling shareholders.
-8-
The table below sets forth, as of the date of this prospectus, the
following information:
o the name of each holder of our common 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 Record
Shares Owned of Record the Selling After Completion of the
Prior to the Offering Shareholder's Offering
Name of Selling Shareholder Number % Account Number %
--------------------------- ------ - ----------------- ------ -
Roopal P. Shah 0 0 522,303 0 0
Bharati R. Shah 0 0 522,302 0 0
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Totals: 0 0 1,044,605 0 0
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-9-
WHERE YOU CAN FIND MORE INFORMATION
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 the SEC's Public Reference Room located at 450 Fifth
Street, N.W., Washington, D.C. 20549. The SEC may charge a fee for making
copies. You may call the SEC at (800) 732-0330 for more information on the
operation of the Public Reference Room, and on the availability of other Public
Reference Rooms. Our filings with the SEC 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 www.sec.gov.
We have filed a registration statement on Form S-4 with the SEC to
register the common stock offered by this prospectus. This prospectus is part of
the registration statement. As allowed by SEC rules, this prospectus does not
contain all of the information that is in the registration statement and the
exhibits to the registration statement. For further information about First
American, investors should refer to the registration statement and its exhibits.
A copy of the registration statement and its exhibits may be inspected, without
charge, at a Public Reference Room or on the SEC's web site.
You should analyze the information in this prospectus, each prospectus
supplement and the additional information described under the heading "Documents
Incorporated By Reference" below before you make a decision about investing in
our common shares.
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 disclose important
information to you in this prospectus 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, information filed subsequently that is incorporated by
reference and information in any prospectus supplement. These documents contain
important business and financial information about our company, including
information concerning its financial performance, and we urge you to read them.
We incorporate by reference into this prospectus all of the following documents:
o our annual report on Form 10-K for the fiscal year ended December
31, 2000;
o our quarterly reports on Form 10-Q for the quarters ended March
31, 2001, June 30, 2001 and September 30, 2001, as amended;
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, August 1, 2001 and October 25,
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; and
o the description of Rights to Purchase Series A Junior
Participating Preferred Shares, which may be transferred with
First American's common shares, contained in its registration
statement on Form 8-A, dated November 7, 1997, which registers
the rights under Section 12(b) of the Exchange Act.
We also incorporate into this prospectus all of our filings with the
SEC made pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
that we file 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 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.
-10-
SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference contain
"forward-looking statements" within the meaning of the federal securities laws.
These forward-looking statements are based on our management's estimates and
assumptions and take into account only the information available at the time the
forward-looking statements are made. Although we believe these estimates and
assumptions are and will be reasonable, forward-looking statements involve
risks, uncertainties and other factors that could cause our actual results to
differ materially from those suggested in the forward-looking statements.
Forward-looking statements include the information concerning future financial
performance, business strategy, projected plans and objectives of First American
set forth in this prospectus, including:
o statements about any future increase in refinancing activity;
o continued strong relationships with lenders and our ability to
leverage such relationships; and
o the scope of our services;
The words "anticipates," "estimates," "projects," "forecasts,"
"goals," "believes," "expects," "intends," and similar expressions are intended
to identify such forward-looking statements. Forward-looking statements are
subject to numerous risks and uncertainties. The following are some important
factors that could cause actual results to differ materially from those in
forward-looking statements:
o changes in the real estate market, interest rates or the general
economy;
o changes in government regulations that are applicable to our
regulated businesses;
o the impact of the legal proceedings commenced by the California
attorney general and related litigation and the status of our
settlement with the California Department of Insurance;
o our continued ability to identify businesses to be acquired;
o changes in our ability to integrate businesses which we acquire;
o an increase in our expenses;
o consolidation among our significant competitors or customers; and
o other factors described in our annual report on Form 10-K for the
fiscal year ended December 31, 2000.
Our actual results, performance or achievement could differ materially
from those expressed in, or implied by, 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 so,
what impact they will have on the results of operations and financial condition
of First American. 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.
LEGAL MATTERS
The validity of the common stock offered hereunder will be passed upon
by White & Case LLP, 633 West Fifth Street, Los Angeles, California 90071.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this prospectus by reference to our annual report on Form 10-K
for the year ended December 31, 2000, have been audited by
PricewaterhouseCoopers LLP, independent accountants, as stated in the report of
said firm, which report is also incorporated herein by reference, given on the
authority of said firm as experts in auditing and accounting.
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THE FIRST AMERICAN CORPORATION
3,621,773 SHARES OF COMMON STOCK
[Logo of The First American Corporation]
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PROSPECTUS
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We have not authorized anyone to give you any information that differs
from the information in this prospectus. If you receive any different
information, you should not rely on it.
The delivery of this prospectus shall not, under any circumstances,
create an implication 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.
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.
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.
Dated January 24, 2002