-----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, Q77GJH9PSd0ro48zP5MbHk5G+o+MD2xdvCVHCFXLux+Y5JEqyLFQtE6eqJ5U7Zv/ 77J5Yypr5m5C3WhAJlKSMw== 0000950127-04-000338.txt : 20040323 0000950127-04-000338.hdr.sgml : 20040323 20040323063346 ACCESSION NUMBER: 0000950127-04-000338 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040323 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040323 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: 04683651 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.txt CURRENT REPORT 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) March 23, 2004 ------------------------ 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 7. Exhibits. Exhibit No. Description - ----------- ----------- 99.1 Press Release. Item 9. Regulation FD Disclosure. On March 23, 2004, The First American Corporation issued a press release announcing that its board of directors has approved the redemption of First American's 4.50% Senior Convertible Debentures Due 2008, and that First American plans to redeem such debentures on April 15, 2004. The full text of the press release issued in connection with the announcement is attached hereto as Exhibit 99.1. The information in this current report and in the exhibit hereto is deemed to be "furnished" pursuant to Item 9 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act, and is not incorporated by reference into any filings with the SEC unless it shall be explicitly so incorporated in such filings. 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: March 23, 2004 By: /s/ Thomas A. Klemens ------------------------------------------ Name: Thomas A. Klemens Title: Senior Executive Vice President and Chief Financial Officer EX-99.1 3 ex99-1.txt PRESS RELEASE EXHIBIT 99.1 Contact: Thomas A. Klemens Sr. Executive Vice President & News For Immediate Release Chief Financial Officer (714) 800-4401 FIRST AMERICAN ANNOUNCES REDEMPTION OF 4.50 PERCENT SENIOR CONVERTIBLE DEBENTURES DUE 2008 SANTA ANA, Calif., March 23, 2004 - The First American Corporation (NYSE: FAF), the nation's largest data provider, today announced that its board of directors has approved the redemption of the entire outstanding principal amount of its 4.50 percent senior convertible debentures due 2008. First American will redeem the debentures on April 15, 2004. The redemption price of 102.25 percent of the principal amount of the debentures, with interest accrued to the redemption date, will be payable on April 15, 2004. On and after April 15, 2004, interest will cease to accrue on the debentures. The outstanding face value of these debentures is $210 million. The debentures are convertible into common shares of First American at $28. Holders may convert debentures on or prior to April 13, 2004. Because the shares to be issued upon conversion have been reflected in First American's fully diluted earnings-per-share calculation since issuance of the debentures, any conversion will not have a dilutive effect on First American's fully diluted earnings per share. The First American Corporation is a Fortune 500 company that traces its history to 1889. As the nation's largest data provider, the company 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 $6.21 billion in 2003, First American has nearly 30,000 employees in approximately 1,800 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----