REGISTRATION NO.333-107494
FILED PURSUANT TO RULE 424(b)(3)
PROSPECTUS SUPPLEMENT
[Logo of The First American Corporation]
THE FIRST AMERICAN CORPORATION
3,000,000 SHARES OF COMMON STOCK
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We are offering up to 3,000,000 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 May 28, 2004, the closing price of one of our common
shares on the New York Stock Exchange was $25.96.
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An investment in our company involves risk.
You should read carefully the "Risk Factors" beginning on page 3
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 June 1, 2004.
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TABLE OF CONTENTS
Page
Prospectus Summary........................................................1
Risk Factors..............................................................3
Selected Financial Data...................................................5
Selling Shareholders......................................................6
Where You Can Find More Information.......................................8
Documents Incorporated by Reference.......................................8
Special Note of Caution Regarding
Forward-Looking Statements.............................................9
Legal Matters.............................................................9
Experts...................................................................9
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This prospectus incorporates important business and financial information
about The First American Corporation 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 8 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 engaged in the business of providing business information and
related products and services. Our operations include seven reportable segments
segregated into two business groups. The first group, Financial Services,
includes title insurance, specialty insurance, and trust and other services. The
second group, Information Technology, includes mortgage information, property
information, credit information and screening information. The title insurance
segment issues policies, which are insured statements of the condition of title
to real property, and provides other related services. The specialty insurance
segment provides home warranties, which protect homeowners against defects in
home fixtures, and also offers property and casualty insurance. The trust and
other services segment provides trust, banking and investment advisory services.
The mortgage information segment primarily provides to mortgage lender customers
flood zone determination reports that provide information on whether or not a
property is in a special flood hazard area, the status of tax payments on real
property securing loans, default services, and other mortgage information
services. The property information segment supplies core real estate data,
providing, among other things, property valuation information, title
information, tax information and imaged title documents. The credit information
segment provides conventional credit information as well as sub-prime credit
information. The screening information segment, which comprises First Advantage
Corporation, a Nasdaq-listed company, provides drug testing and other
occupational health services, pre-employment screening, tenant screening, motor
vehicle reports and consumer location services.
We operate through networks of offices nationwide. We provide our title
services through both direct operations and agents throughout the United States.
We also offer title services in Australia, the Bahama Islands, Canada, Guam,
Hong Kong, Ireland, Mexico, New Zealand, Puerto Rico, South Korea, the United
Kingdom, the U.S. Virgin Islands and other countries abroad. To date, the
international title operations have not been material to our financial condition
or results of operations. Home warranty services are provided in 40 states
throughout the United States. Trust services are provided in Southern
California. Investment advisory, resident screening, pre-employment screening
and property and casualty insurance are offered nationwide.
The following is a list of our primary businesses:
Financial Services
o Residential title insurance o 1031 tax-deferred exchange
services
o National/Commercial title insurance o Home warranty
o Subdivision title insurance o Property and casualty
insurance
o Equity loan services o Trust services
o Aircraft and vessel title insurance o Banking services
o Title and escrow systems o Investment services
Information Technology
o Flood determination and compliance o Specialized credit reporting
o Residential and commercial real estate o Pre-employment screening and
tax reporting and valuation services occupational health services
o Default management services o Sub-prime consumer information
o Property characteristic and valuation o Tenant screening
information
o Title plant and document imaging services o Vehicle information
o Appraisal and property valuation o Consumer credit reports
o Credit reporting and information o Mortgage document services
management
Our principal executive office is located at 1 First American Way, Santa
Ana, California 92707-5913, and our telephone number is (714) 800-3000.
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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 3,000,000 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 8.
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.
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RISK FACTORS
You should carefully consider each of 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. We face risks other than those listed here,
including those that are unknown to us and others of which we may be aware of
but, at present, consider immaterial. Because of the following factors, as well
as other variables affecting our operating results, past financial performance
may not be a reliable indicator of future performance, and historical trends
should not be used to anticipate results or trends in future periods.
CERTAIN RECURRING TRENDS GENERALLY RESULT IN A DECREASE IN THE DEMAND FOR OUR
PRODUCTS
Demand for our products generally decreases 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 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.
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 generate revenue and earnings.
WE MAY BE SUBJECT TO INCREASED REGULATION REGARDING THE USE OF PERSONAL
INFORMATION
Certain data and services we provide are subject to regulation by various
federal, state and local regulatory authorities. Compliance with existing
federal, state and local laws and regulations has not had a material adverse
effect on our results of operations or financial condition to date. Nonetheless,
federal, state and local laws and regulations in the United States designed to
protect the public from the misuse of personal information in the marketplace
and adverse publicity or potential litigation concerning the commercial use of
such information may increasingly affect our operations and could result in
substantial regulatory compliance expense, litigation expense and a loss of
revenue.
WE MAY NOT BE ABLE TO PURSUE OUR ACQUISTION STRATEGY
We intend to continue to grow through acquisitions. We may not be able to
identify suitable acquisition candidates or complete acquisitions on
satisfactory terms. A number of our competitors also have adopted the strategy
of expanding and diversifying through acquisitions. We will continue to
experience competition in our effort to execute on our acquisition strategy. As
a result, we may be unable to continue to make acquisitions or may be forced to
pay more for the companies we are able to acquire.
THE INTEGRATION OF COMPANIES WE ACQUIRE MAY BE DIFFICULT AND MAY RESULT IN A
FAILURE TO REALIZE SOME OF THE ANTICIPATED POTENTIAL BENEFITS OF ACQUISITIONS
When companies are acquired, we may not be able to integrate or manage
these businesses so as to produce returns that justify the investment. Any
difficulty in successfully integrating or managing the operations of the
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businesses could have a material adverse effect on our business, financial
condition, results of operations or liquidity, and could lead to a failure to
realize any anticipated synergies. Our management also will be required to
dedicate substantial time and effort to the integration of our acquisitions.
These efforts could divert management's focus and resources from other strategic
opportunities and operational matters.
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 the title insurance businesses. For example,
pre-tax margins for the title insurance and services segment were 11.1% in 2003,
while pre-tax margins for the segments in our information technology group in
the same year were 27.6%. The success or failure of acquisitions in this group
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.
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, we may not
be able to declare and pay dividends to our shareholders. Moreover, pursuant to
insurance and other regulations under which our insurance subsidiaries operate,
the amount of dividends, loans and advances available is limited. Under such
regulations, the maximum amount of dividends, loans and advances available to us
from our insurance subsidiaries in 2004 is $313.4 million.
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.
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SELECTED FINANCIAL DATA
The following table sets forth our selected historical consolidated
financial and other data for the five years ended December 31, 2003. 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, 2003, 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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2003 2002 2001 2000 1999
------------- ------------ ------------ ------------ ------------
Revenues $ 6,213,714 $ 4,704,209 $ 3,750,723 $ 2,934,255 $ 2,988,169
Income before cumulative effect of a change in
accounting for tax service contracts (Note A) $ 451,022 $ 234,367 $ 167,268 $ 82,223 $ 88,643
Cumulative effect of a change in accounting for tax
service contracts (Note A) -- -- -- -- $ (55,640)
Net income $ 451,022 $ 234,367 $ 167,268 $ 82,223 $ 33,003
Total assets $ 4,892,111 $ 3,398,045 $ 2,837,263 $ 2,199,737 $ 2,116,414
Notes and contracts payable $ 553,888 $ 425,705 $ 415,341 $ 219,838 $ 196,815
Mandatorily redeemable preferred securities $ 100,000 $ 100,000 $ 100,000 $ 100,000 $ 100,000
Stockholders' equity $ 1,879,520 $ 1,364,589 $ 1,104,452 $ 870,237 $ 815,991
Return on average stockholders' equity (Note B) 27.8% 19.0% 16.9% 9.8% 10.9%
Cash dividends on common shares $ 34,008 $ 24,570 $ 18,210 $ 15,256 $ 15,840
Per share of common stock (Note C)--
Basic:
Income before cumulative effect of a change in
accounting for tax service contracts $ 5.89 $ 3.27 $ 2.51 $ 1.29 $ 1.37
Cumulative effect of a change in accounting for -- -- -- -- (.86)
tax service contracts ------------- ------------ ------------ ------------ ------------
Net income $ 5.89 $ 3.27 $ 2.51 $ 1.29 $ .51
------------- ------------ ------------ ------------ ------------
Diluted:
Income before cumulative effect of a change in
accounting for tax service contracts $ 5.22 $ 2.92 $ 2.27 $ 1.24 $ 1.34
Cumulative effect of a change in accounting for -- -- -- -- (.84)
tax service contracts
------------- ------------ ------------ ------------ ------------
Net income $ 5.22 $ 2.92 $ 2.27 $ 1.24 $ .50
------------- ------------ ------------ ------------ ------------
Stockholders' equity $ 23.84 $ 18.53 $ 16.08 $ 13.62 $ 12.54
Cash dividends $ .50 $ .34 $ .27 $ .24 $ .24
Number of common shares outstanding
Weighted average during the year
Basic 76,632 71,594 66,568 63,680 64,669
Diluted 87,775 82,567 75,834 66,050 66,351
End of year 78,826 73,636 68,694 63,887 65,068
Title orders opened (Note D) 2,511 2,184 1,930 1,241 1,334
Title orders closed (Note D) 2,021 1,696 1,405 975 1,120
Number of employees 29,802 24,886 22,597 20,346 20,065
Note A--Resulted from the adoption of Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements", which became effective January 1,
1999, and applied to our tax service operations.
Note B--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.
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Note C--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.
Note D--Title order volumes are those processed by the direct title
operations of First American and do not include orders processed by agents.
SELLING SHAREHOLDERS
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, as supplemented hereby, 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.
In connection with resales of shares sold under this prospectus, a
prospectus supplement, if required, will be filed under Rule 424(b) under the
Securities Act, to disclose the 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
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details of the resale to the extent appropriate. Information concerning the
selling shareholders will be obtained from the selling shareholders.
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.
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.
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Number of Shares
to be Offered for
Shares Owned of Record the Selling Shares Owned of Record
Prior to the Offering Shareholder's After Completion of the
Offering
Name of Selling Shareholder Number % Account Number %
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Kenneth J. Lingenfelter 0 0 163,454 0 0
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Central Metropolitan Title, L.L.C. 0 0 37,619 0 0
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Chris Mooser 0 0 34,191 0 0
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Shawn Freibert 0 0 22,794 0 0
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Stephen Moorhead 0 0 32,607 0 0
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Jeffrey Godfrey 0 0 32,607 0 0
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ABSG Consulting Inc. 0 0 141,294 0 0
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Robert B. Leeber 0 0 35,214 0 0
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Robert H. Wood 0 0 35,214 0 0
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Myra Engelkes, Trustee of the Engelkes
Declaration of Trust dated April 29, 2003 0 0 36,682 0 0
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John M. Duggan, Trustee of the John M.
Duggan Family Trust dated June 10, 2003 587 * 77,440 587 *
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Patrick Hylant 0 0 42,615 0 0
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Donald Mewhort 0 0 28,410 0 0
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Sandra Hylant 0 0 12,534 0 0
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Totals: 0 0 732,675 0 0
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* Represents less than one percent of shares outstanding.
We may amend or supplement this prospectus from time to time to update the
disclosure set forth herein.
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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,
2003;
o our quarterly report on Form 10-Q for the quarter ended March 31,
2004;
o our current reports on Form 8-K for the periods ended March 24, 2004.
April 15, 2004 and May 18, 2004;
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.
However, any documents or portions thereof or any exhibits thereto that we
furnish to, but do not file with, the SEC shall not be incorporated or deemed to
be incorporated by reference into this prospectus.
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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;
o future cash flows from operations and anticipated operational cash
requirements; 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 limitations on access to public records and other data;
o changes in government regulations that are applicable to our regulated
businesses;
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, 2003.
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 has been 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 into this prospectus by reference to our annual report on Form 10-K
for the year ended December 31, 2003, 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.
-9-
THE FIRST AMERICAN CORPORATION
3,000,000 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 June 1, 2004