1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
CURRENT REPORT
Current Report Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: May 8, 1998
Date of earliest event reported: May 1, 1998
FIRST AMERICAN CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE
(State or other jurisdiction of incorporation)
0-6198 62-0799975
(Commission File Number) (I.R.S. Employer
Identification No.)
FIRST AMERICAN CENTER, NASHVILLE, TENNESSEE 37237-0700
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (615) 748-2000
2
Item 2. Acquisition or Disposition of Assets
As previously reported by Current Report on Form 8-K dated December 12,
1997, First American Corporation entered into a definitive Agreement
and Plan of Merger dated December 7, 1997 with Deposit Guaranty Corp.
The Merger was consummated on April 30, 1998, effective May 1, 1998.
First American Corporation exchanged 1.17 shares of common stock for
each share of Deposit Guaranty Corp. common stock and $49.7625 for
fractional shares.
As previously reported by Report by Issuer of Securities Quoted on
Nasdaq Inter-Dealer Quotation System on Form 10-C dated May 5, 1998,
there were 57,822,204 shares of First American Corporation $2.50 par
value common stock outstanding before the consummation of the merger;
there were 106,587,894 shares of First American Corporation $2.50 par
value common stock immediately after the consummation of the merger of
Deposit Guaranty Corp. with and into First American Corporation.
Item 7. Financial Statements, Pro Forma Financial Statement and Exhibits
Selected historical and pro forma financial information with respect to
this transaction is attached as Exhibit 99 and includes:
Pro Forma Financial Statements
Unaudited Pro Forma Combined Condensed Balance Sheet at March 31, 1998
Unaudited Pro Forma Combined Condensed Income Statements for the three
months ended March 31, 1998 and 1997
Unaudited Pro Forma Combined Condensed Income Statement for the year
ended December 31, 1997
Unaudited Pro Forma Combined Condensed Income Statements for the years ended
December 31, 1996 and 1995 (previously filed in Form S-4 dated March 11,
1998 and incorporated herein by reference)
Deposit Guaranty Corp.
Independent Auditors' Report
Consolidated Statements of Condition at December 31, 1997 and 1996
Consolidated Statements of Earnings for the years ended December 31, 1997,
1996 and 1995
Consolidated Statements of Changes in Stockholders' Equity for the years
ended December 31, 1997, 1996, and 1995
Consolidated Statements of Cash Flows for the years ended December 31, 1997,
1996, and 1995
Notes to the Consolidated Financial Statements
Exhibit No. Description
----------- -----------
2. Agreement and Plan of Merger dated December 7, 1997 by and
between First American Corporation and Deposit Guaranty Corp.
(previously filed as Appendix A to Registration Number
333-47785 filed March 11, 1998, and incorporated herein by
reference.)
23 Consent of KPMG Peat Marwick LLP
99.1 Press Release dated December 8, 1997 (previously filed as
Exhibit 99.1 to a Current Report on Form 8-K dated December
12, 1997 and incorporated herein by reference.)
99.2 Investor Presentation dated December 8, 1997 (previously filed
as Exhibit 99.2 to a Current Report on Form 8-K dated December
12, 1997 and incorporated herein by reference.)
99.3 Press Release dated May 1, 1998.
99.4 First American Corporation unaudited pro forma combined
condensed financial data reflecting acquisition by First
American Corporation of Deposit Guaranty Corp. Unaudited pro
forma combined condensed income statements reflecting the
acquisition by First American of Deposit Guaranty for the
years ended December 31, 1996 and 1995 has been previously
filed in Form S-4 dated March 11, 1998 and incorporated by
reference herein.
99.5 Historical financial data for Deposit Guaranty Corp.
2
3
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 thereunto duly authorized.
FIRST AMERICAN CORPORATION
(Registrant)
Date: May 8, 1998 /s/ Mary Neil Price
----------------------------------------
Name: Mary Neil Price
Title: Executive Vice President, General
Counsel and Corporate Secretary
3
4
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2. Agreement and Plan of Merger dated December 7, 1997 by and
between First American Corporation and Deposit Guaranty Corp.
(previously filed as Appendix A to Registration Number
333-47785 filed March 11, 1998, and incorporated herein by
reference.)
23 Consent of KPMG Peat Marwick LLP
99.1 Press Release dated December 8, 1997 (previously filed as
Exhibit 99.1 to a Current Report on Form 8-K dated December
12, 1997 and incorporated herein by reference.)
99.2 Investor Presentation dated December 8, 1997 (previously filed
as Exhibit 99.2 to a Current Report on Form 8-K dated December
12, 1997 and incorporated herein by reference.)
99.3 Press Release dated May 1, 1998.
99.4 First American Corporation unaudited pro forma combined
condensed financial data reflecting acquisition by First
American Corporation of Deposit Guaranty Corp.
Unaudited pro forma combined condensed income
statements reflecting the acquisition by First American
of Deposit Guaranty for the years ended December 31,
1996 and 1995 has been previously filed in Form S-4
dated March 11, 1998 and incorporated by reference
herein.
99.5 Historical financial data for Deposit Guaranty Corp.