-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NA5QSTRHMbZ9C+FdBInN/Zt3UlxXtMkXvuhJ+iK8aFHChubSyMeYFvMoAETBmsf2 oquu4AChA4g3DHd5QvRurQ== 0000950127-03-000991.txt : 20030904 0000950127-03-000991.hdr.sgml : 20030904 20030904102645 ACCESSION NUMBER: 0000950127-03-000991 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030904 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030904 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST AMERICAN CORP CENTRAL INDEX KEY: 0000036047 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 951068610 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13585 FILM NUMBER: 03880516 BUSINESS ADDRESS: STREET 1: 1 FIRST AMERICAN WAY CITY: SANTA ANA STATE: CA ZIP: 92707 BUSINESS PHONE: 714-800-3000 MAIL ADDRESS: STREET 1: 1 FIRST AMERICAN WAY CITY: SANTA ANA STATE: CA ZIP: 92707 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN FINANCIAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN TITLE INSURANCE & TRUST C DATE OF NAME CHANGE: 19690515 8-K 1 a8k_firstamerican.txt THE FIRST AMERICAN CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ____________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ___________________ Date of report (Date of earliest event reported) September 4, 2003 ------------------------------ THE FIRST AMERICAN CORPORATION - ------------------------------------------------------------------------------- (Exact Name of the Registrant as Specified in Charter) California 0-3658 95-1068610 - ------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1 First American Way, Santa Ana, California 92707-5913 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (714) 800-3000 ---------------------------- Not Applicable. - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On September 4, 2003, The First American Corporation issued a press release announcing its intent to acquire Transamerica Finance Corporation's tax and flood companies. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein. Item 7. Exhibits. 99.1 Press Release SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. THE FIRST AMERICAN CORPORATION Date: September 4, 2003 By: /s/ Thomas A. Klemens -------------------------------------- Name: Thomas A. Klemens Title: Executive Vice President and Chief Financial Officer EX-99.1 3 aexh_99.txt PRESS RELEASE EXHIBIT 99.1 THE FIRST AMERICAN CORPORATION ANNOUNCES ITS INTENT TO ACQUIRE TRANSAMERICA'S TAX AND FLOOD COMPANIES - Acquisition Will Enhance First American's Service Offerings to the Mortgage Community with Expanded Tax and Flood Services - SANTA ANA, Calif., Sept. 4, 2003 - The First American Corporation (NYSE:FAF), the nation's leading diversified provider of business information and related products and services, and Transamerica Finance Corporation, today announced their intent for First American to acquire Transamerica's real estate tax service and flood hazard certification businesses. The Transamerica businesses, which had combined revenue of $241.7 million in 2002, will be integrated with First American's existing real estate tax service and flood hazard certification businesses. The parties have made the necessary regulatory filings and are negotiating definitive agreements, which are expected to be completed within 20 days. Closing of the acquisition is subject to execution of definitive agreements and regulatory approval. Terms of the transaction will be disclosed upon execution of the definitive agreements. "The acquisition will enhance First American's ability to provide a comprehensive and cost-effective offering of information products and services to better serve the mortgage lending community," said Parker S. Kennedy, president of The First American Corporation. "Because Transamerica's business model and corporate philosophy in these businesses closely match First American's, we expect a very smooth and efficient transition, both internally and for the customers of each company." First American will make this acquisition through the 80-percent owned First American Real Estate Solutions (FARES) joint venture with Experian Information Solutions, Inc. The transaction will be funded from FARES' existing cash and proportional cash contributions from First American and Experian. Transamerica Real Estate Tax Service Inc. provides services to a number of the nation's top mortgage lenders. These services include reporting on tax delinquencies and ensure the timely and accurate payment of property taxes. Transamerica Flood Hazard Certification Inc., which pioneered the flood determination business, certifies the location of properties in flood zones to many of the nation's top mortgage lenders and insurance companies. The First American Corporation, a Fortune 500 company and the nation's leading diversified provider of business information, supplies businesses and consumers with information resources in connection with the major economic events of people's lives, such as getting a job; renting an apartment; buying a car, house, boat or airplane; securing a mortgage; opening or buying a business; and planning for retirement. The First American Family of Companies, many of which command leading market share positions in their respective industries, operate within seven primary business segments including: Title Insurance and Services, Specialty Insurance, Trust and Other Services, Mortgage Information, Property Information, Credit Information and Screening Information. With revenues of $4.70 billion in 2002, First American has nearly 25,000 employees in approximately 1,400 offices throughout the United States and abroad. More information about the company and an archive of its press releases can be found at www.firstam.com. Certain statements made in this press release, including those relating to the execution of definitive agreements, the transition following the acquisition and the funding of the acquisition are forward-looking. Risks and uncertainties exist that 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: interest rate fluctuations; changes in the performance of the real estate markets; access to public records and other data; general volatility in the capital markets; changes in applicable government regulations; consolidation among the company's significant customers and competitors; the company's continued ability to identify businesses to be acquired; changes in the company's ability to integrate businesses which it acquires; and other factors described in the company's Annual Report on Form 10-K for the year ended Dec. 31, 2002, as filed with the Securities and Exchange Commission. The forward-looking statements speak only as of the date they are made. The company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. -----END PRIVACY-ENHANCED MESSAGE-----