As filed with the Securities and Exchange Commission on March 8, 1999 Registration No. 333-66431 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- PRE-EFFECTIVE AMENDMENT NO. 5 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE FIRST AMERICAN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) California 6361 95-1068610 (State or Other (Primary Standard Industrial (I.R.S. Employer Jurisdiction of Classification Code No.) Identification No.) Incorporation of Organization) 114 East Fifth Street Santa Ana, California 92701-4642 (800) 854-3643 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Mark R Arnesen, Esq. (Copy to) Secretary Neil W. Rust, Esq. The First American Financial Corporation White & Case LLP 114 East Fifth Street 633 West Fifth Street Santa Ana, California 92701 Los Angeles, California 90071 (714) 558-3211 (213) 620-7700 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as the Registrant shall determine. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ( ) If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ( ) Registration No._________ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ( ) Registration No._________ CALCULATION OF REGISTRATION FEE - ------------------------------------ ------------------- ------------------- -------------------- ------------------- Proposed Maximum Proposed Maximum Amount of Title of Each Class of Securities Amount To Be Aggregate Price Aggregate Offering Registration Fee To Be Registered Registered Per Unit<F1> Price <F1> <F2> - ------------------------------------ ------------------- ------------------- -------------------- ------------------- - ------------------------------------ ------------------- ------------------- -------------------- ------------------- Common shares, $1.00 par value 3,000,000 shares $26.906 $80,718,750 $22,440 - ------------------------------------ ------------------- ------------------- -------------------- ------------------- <FN> <F1> Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high and low prices of the common shares registered on the New York Stock Exchange as of October 26, 1998. <F2> Previously paid. </FN> The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Signatures Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Pre-Effective Amendment No. 5 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Santa Ana, state of California, on March 8, 1999. THE FIRST AMERICAN FINANCIAL CORPORATION By: /s/ Parker S. Kennedy ----------------------------- Parker S. Kennedy, President (Principal Executive Officer) Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 5 to Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Date: March 8, 1999 By: /s/ D.P. Kennedy ----------------------------------------- D.P. Kennedy, Chairman and Director Date: March 8, 1999 By: /s/ Parker S. Kennedy ----------------------------------------- Parker S. Kennedy, President and Director Date: March 8, 1999 By: /s/ Thomas A. Klemens ----------------------------------------- Thomas A. Klemens, Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 5 to Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Date: March 8, 1999 By: /s/ George L. Argyros * ----------------------------------------- George L. Argyros, Director Date: March 8, 1999 By: /s/ Gary J. Beban * ----------------------------------------- Gary J. Beban, Director Date: March 8, 1999 By: /s/ J. David Chatham * ----------------------------------------- J. David Chatham, Director Date: March 8, 1999 By: /s/ William G. Davis * ----------------------------------------- William G. Davis, Director Date: March 8, 1999 By: /s/ James J. Doti * ----------------------------------------- James L. Doti, Director Date: March 8, 1999 By: /s/ Lewis W. Douglas, Jr. * ----------------------------------------- Lewis W. Douglas, Jr., Director Date: March 8, 1999 By: /s/ Paul B. Fay, Jr. * ----------------------------------------- Paul B. Fay, Jr., Director Date: March 8, 1999 By: /s/ Dale F. Frey * ----------------------------------------- Dale F. Frey, Director Date: March 8, 1999 By: /s/ Anthony R. Moiso * ----------------------------------------- Anthony R. Moiso, Director Date: March 8, 1999 By: /s/ Frank O'Bryan * ----------------------------------------- Frank O'Bryan, Director Date: March 8, 1999 By: /s/ Roslyn B. Payne * ----------------------------------------- Roslyn B. Payne, Director Date: By: ----------------------------------------- D. Van Skilling, Director Date: March 8, 1999 By: /s/ Virginia Ueberroth * ----------------------------------------- Virginia Ueberroth, Director *By: /s/ Mark R Arnesen ---------------------------- Mark R Arnesen Attorney-in-Fact Exhibit Index Exhibit Number Description 4.1. Description of the Registrant's capital stock in Article Sixth of the Restated Articles of Incorporation of The First American Financial Corporation, incorporated by reference to Exhibit 3.1 of the Registrant's Post-Effective Amendment No. 1 to Registration Statement on Form S-4 dated July 28, 1998. 4.2. Rights Agreement, incorporated by reference to Exhibit 4 of the Registrant's Registration Statement on Form 8-A dated November 7, 1997. 5. Opinion of counsel regarding legality (previously filed). 23.1. Consent of independent accountants. 23.2. Consent of counsel (contained in Exhibit 5) (previously filed). 24. Power of Attorney (previously filed).