SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 23, 1996
(Date of earliest event reported: April 1, 1996)
------------------------------------------------
The First American Financial Corporation
----------------------------------------
(Exact name of registrant as specified in its charter)
California 0-3658 95-1068610
--------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
114 East Fifth Street, Santa Ana, California 92701-4642
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 714-558-3211
------------
ITEM 5. OTHER EVENTS.
Excelis, Inc. ("Excelis"), an indirect wholly-owned subsidiary of the
Registrant, completed the acquisition of selected assets of Residential
Information Services Limited Partnership ("RIS") effective April 1, 1996 (the
"Closing Date"). Prior to the acquisition, RIS provided information management
products and services, primarily to mortgage lenders, as well as computer
outsourcing and consulting services. RIS's major products included its Excelis
mortgage loan servicing system ("EMLSS"), its master loan subservicing system
("MLSS"), its loan production system, its secondary marketing system ("SMS") and
its front-end system ("FES").
RIS is wholly-owned by Residential Services Corporation of America, a
wholly-owned subsidiary of The Prudential Insurance Company of America. For
fiscal year 1995, RIS had an operating loss of approximately $24 million, which
was attributable in part to high operational costs associated with lease
obligations and personnel levels held by RIS.
The principal assets acquired by Excelis include EMLSS, MLSS, SMS and
FES, and certain contract rights. In connection with the acquisition, Excelis
has assumed certain liabilities of RIS. These liabilities included certain
above-market leases which were marked to market and taken by Excelis at such
market value. In order to utilize the assets acquired, Excelis will employ some
of the former RIS employees. RIS retained its liability for all severance and
associated personnel costs for approximately one-half of RIS employees.
The purchase price paid by Excelis was $2 million, consisting of
approximately $600,000 cash and assumption of liabilities amounting to
approximately $1.4 million. Excelis has agreed to make future payments, based
on its earnings, to RIS following the fifth and seventh anniversaries of the
Closing Date.
ITEM 7. EXHIBITS.
(99) Press release dated April 23, 1996.
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 FINANCIAL CORPORATION
(Registrant)
Date: April 23, 1996 By /s/ Thomas A. Klemens
--------------------------
Thomas A. Klemens
Executive Vice President
Chief Financial Officer
EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Description Page
- ----------- ----------- ------------
(99) Press release dated April 23, 1996