FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
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OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-3658
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THE FIRST AMERICAN FINANCIAL CORPORATION
-------------------------------------------
(Exact name of registrant as specified in its charter)
Incorporated in California 95-1068610
-------------------------- ------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
114 East Fifth Street, Santa Ana, California 92701-4699
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(Address of principal executive offices) (Zip Code)
(714)558-3211
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(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports to be filed by Section 12,13 or 15(d) of the Securities Exchange Act of
1934 subsequent to the distribution of securities under a plan confirmed by a
court.
Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
$1 par value - 11,565,413 as of August 6, 1997
INFORMATION INCLUDED IN REPORT
------------------------------
Part I: Financial Information
Item 1. Financial Statements
A. Condensed Consolidated Statements of Income
B. Condensed Consolidated Balance Sheets
C. Condensed Consolidated Statements of Cash Flows
D. Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Part II: Other Information
Item 6. Exhibits and Reports on Form 8-K
Items 1-5 have been omitted because they are not applicable with
respect to the current reporting period.
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.
THE FIRST AMERICAN FINANCIAL CORPORATION
----------------------------------------
(Registrant)
/s/ THOMAS A. KLEMENS
----------------------------------------
Thomas A. Klemens
Executive Vice President, Chief Financial Officer
(Principal Financial Officer and Duly
Authorized to Sign on Behalf of
Registrant)
Date: August 13, 1997
1
Part I: Financial Information
---------------------
Item 1. Financial Statements
--------------------
THE FIRST AMERICAN FINANCIAL CORPORATION
AND SUBSIDIARY COMPANIES
------------------------
Condensed Consolidated Statements of Income
-------------------------------------------
(Unaudited)
For the Three Months Ended For the Six Months Ended
June 30 June 30
----------------------------------- ----------------------------------
1997 1996 1997 1996
--------------- --------------- --------------- ---------------
Revenues
Operating revenues $ 443,447,000 $ 404,878,000 $ 819,872,000 $ 745,757,000
Investment and other income 6,927,000 8,496,000 13,379,000 14,993,000
--------------- --------------- --------------- ---------------
450,374,000 413,374,000 833,251,000 760,750,000
--------------- --------------- --------------- ---------------
Expenses
Salaries and other personnel costs 157,812,000 132,742,000 298,599,000 252,982,000
Premiums retained by agents 128,962,000 128,218,000 251,155,000 238,090,000
Other operating expenses 96,198,000 84,011,000 180,668,000 157,475,000
Provision for title losses and other claims 22,457,000 23,488,000 41,049,000 42,463,000
Depreciation and amortization 6,647,000 5,558,000 13,122,000 10,007,000
Interest 2,538,000 1,281,000 3,660,000 2,510,000
Minority interests 983,000 864,000 1,294,000 1,484,000
--------------- --------------- --------------- ---------------
415,597,000 376,162,000 789,547,000 705,011,000
--------------- --------------- --------------- ---------------
Income before premium and income taxes 34,777,000 37,212,000 43,704,000 55,739,000
Premium taxes 4,561,000 4,385,000 8,722,000 7,930,000
--------------- --------------- --------------- ---------------
Income before income taxes 30,216,000 32,827,000 34,982,000 47,809,000
Income taxes 11,700,000 13,400,000 13,600,000 19,800,000
--------------- --------------- --------------- ---------------
Net income $ 18,516,000 $ 19,427,000 $ 21,382,000 $ 28,009,000
=============== =============== =============== ===============
Net income per share $ 1.60 $ 1.70 $ 1.85 $ 2.45
=============== =============== =============== ===============
Cash dividends per share $ .18 $ .18 $ .36 $ .33
=============== =============== =============== ===============
Weighted average number of shares 11,595,000 11,447,000 11,581,000 11,439,000
=============== =============== =============== ===============
2
THE FIRST AMERICAN FINANCIAL CORPORATION
AND SUBSIDIARY COMPANIES
------------------------
Condensed Consolidated Balance Sheets
-------------------------------------
(Unaudited)
June 30, 1997 December 31, 1996
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Assets
Cash and cash equivalents $ 165,429,000 $173,439,000
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Accounts and accrued income receivable, net 115,514,000 89,355,000
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Investments:
Deposits with savings and loan associations and banks 29,875,000 21,674,000
Debt securities 138,647,000 130,576,000
Equity securities 10,366,000 8,517,000
Other long-term investments 32,028,000 30,414,000
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210,916,000 191,181,000
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Loans receivable 59,781,000 54,256,000
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Property and equipment, at cost 242,952,000 222,917,000
Less- accumulated depreciation (98,521,000) (92,451,000)
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144,431,000 130,466,000
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Title plants and other indexes 96,982,000 94,226,000
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Assets acquired in connection with claim settlements
(net of valuation reserves of $10,199,000 and $10,278,000) 21,664,000 24,270,000
-------------- ------------
Deferred income taxes 36,843,000 38,401,000
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Goodwill and other intangibles, net 127,270,000 87,189,000
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Deferred policy acquisition costs 24,472,000 24,753,000
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Other assets 92,143,000 72,258,000
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$1,095,445,000 $979,794,000
============== ============
Liabilities and Stockholders' Equity
Demand deposits $ 56,168,000 $ 51,321,000
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Accounts payable and accrued liabilities 152,269,000 130,325,000
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Deferred revenue 102,674,000 104,133,000
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Reserve for known and incurred but not reported claims 246,925,000 245,245,000
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Income taxes payable 3,906,000 2,554,000
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Notes and contracts payable 39,846,000 71,257,000
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Minority interests in consolidated subsidiaries 23,063,000 22,494,000
Commitments and contingencies
Guaranteed preferred beneficial interests in Company's
junior subordinated deferrable interest debentures 100,000,000
--------------
Stockholders' equity:
Preferred stock, $1 par value
Authorized - 500,000 shares; outstanding - none
Common stock, $1 par value
Authorized - 24,000,000 shares
Outstanding - 11,562,000 and 11,554,000 shares 11,562,000 11,554,000
Additional paid-in capital 49,634,000 49,420,000
Retained earnings 305,960,000 288,754,000
Net unrealized gain on securities 3,438,000 2,737,000
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370,594,000 352,465,000
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$1,095,445,000 $979,794,000
============== ============
3
THE FIRST AMERICAN FINANCIAL CORPORATION
AND SUBSIDIARY COMPANIES
------------------------
Condensed Consolidated Statements of Cash Flows
(Unaudited)
For the Six Months Ended
June 30
----------------------------
1997 1996
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Cash flows from operating activities:
Net income $ 21,382,000 $ 28,009,000
Adjustments to reconcile net income to cash provided by
operating activities-
Provision for title losses and other claims 41,049,000 42,463,000
Depreciation and amortization 13,122,000 10,007,000
Minority interests in net income 1,294,000 1,484,000
Other, net (434,000) (640,000)
Changes in assets and liabilities excluding effects of
company acquisitions and noncash transactions-
Claims paid, including assets acquired, net of recoveries (36,775,000) (39,077,000)
Net change in income tax accounts 7,677,000 11,223,000
Increase in accounts and accrued income receivable (13,877,000) (19,878,000)
(Decrease) increase in accounts payable and accrued liabilities (12,503,000) 15,466,000
Decrease in deferred revenue (1,459,000) (1,054,000)
Other, net (17,693,000) (7,554,000)
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Cash provided by operating activities 1,783,000 40,449,000
------------ ------------
Cash flows from investing activities:
Net cash effect of company acquisitions (28,505,000) (3,306,000)
Net increase in deposits with banks (8,201,000) (5,458,000)
Net increase in loans receivable (5,525,000) (5,356,000)
Purchases of debt and equity securities (40,963,000) (40,365,000)
Proceeds from sales of debt and equity securities 21,691,000 33,451,000
Proceeds from maturities of debt securities 10,427,000 8,031,000
Net decrease in other investments 366,000 147,000
Capital expenditures (21,023,000) (12,474,000)
Proceeds from sale of property and equipment 569,000 1,092,000
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Cash used for investing activities (71,164,000) (24,238,000)
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Cash flows from financing activities:
Net change in demand deposits 4,847,000 3,833,000
Proceeds from the issuance of junior subordinated
deferrable interest debentures 100,000,000
Repayment of debt (37,337,000) (9,330,000)
Purchase of Company shares (2,245,000) (348,000)
Cash dividends (4,176,000) (3,784,000)
Proceeds from exercise of employee stock options 282,000
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Cash provided by (used for) financing activities 61,371,000 (9,629,000)
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Net (decrease) increase in cash and cash equivalents (8,010,000) 6,582,000
Cash and cash equivalents - Beginning of year 173,439,000 145,902,000
------------ ------------
- End of first half $165,429,000 $152,484,000
============ ============
Supplemental information:
Cash paid during the first half for:
Interest $ 2,088,000 $ 2,729,000
Premium taxes $ 10,243,000 $ 7,149,000
Income taxes $ 7,197,000 $ 8,760,000
Noncash investing and financing activities:
Shares issued for stock bonus plan $ 2,185,000 $ 1,287,000
Liabilities incurred in connection with company acquisitions $ 40,184,000 $ 11,311,000
Net unrealized gain (loss) on securities $ 701,000 $ (2,662,000)
4
THE FIRST AMERICAN FINANCIAL CORPORATION
AND SUBSIDIARY COMPANIES
------------------------
Notes to Condensed Consolidated Financial Statements
----------------------------------------------------
(Unaudited)
Note 1 - Basis of Condensed Consolidated Financial Statements
- -------------------------------------------------------------
The condensed consolidated financial information included in this report has
been prepared in conformity with the accounting principles and practices
reflected in the consolidated financial statements included in the annual report
filed with the Commission for the preceding calendar year. All adjustments are
of a normal recurring nature and are, in the opinion of management, necessary to
a fair statement of the consolidated results for the interim periods. Any
statements in this report looking forward in time involve risks and
uncertainties, including but not limited to the following risks: the effect of
interest rate fluctuations; changes in the performance of the real estate
markets; the effect of changing economic conditions; and the demand for and
acceptance of the Company's products. This report should be read in conjunction
with the Company's Annual Report on Form 10-K for the year ended December 31,
1996.
Note 2 - Junior Subordinated Deferrable Interest Debentures
- -----------------------------------------------------------
On April 22, 1997, the Company issued and sold $100 million of 8.5% trust
preferred securities, due in 2012, through its wholly owned subsidiary, First
American Capital Trust I. For financial reporting purposes, the securities are
presented in the consolidated balance sheet of the Company as a separate line
item directly above stockholders' equity under the caption "Guaranteed Preferred
Beneficial Interests in Company's Junior Subordinated Deferrable Interest
Debentures." Distributions payable on the securities are included as
interest expense in the Company's consolidated income statement. The Company
has used a portion of the proceeds from the sale of these 15-year securities to
repay in full the variable rate indebtedness portion of its amended credit
agreement, to finance certain acquisitions and for general corporate purposes.
Note 3 - Company Acquisition
- ----------------------------
On May 13, 1997, the Company acquired all of the operations of Strategic
Mortgage Services, Inc. (SMS) other than SMS' flood zone certification business.
This acquisition has been accounted for by the purchase method of accounting
and, accordingly, the assets acquired and liabilities assumed have been recorded
at their estimated fair values at the date of acquisition.
Note 4 - Subsequent Event
- -------------------------
On July 29, 1997, the Company amended its credit facility to provide for a more
favorable pricing option, an increased line of credit and the elimination or
relaxation of certain covenants. The line of credit has been increased from
$30.0 million to $75.0 million and is currently unused.
5
Item 2. Management's Discussion and Analysis of Financial Condition and Results
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of Operations
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RESULTS OF OPERATIONS
Three and six months ended June 30:
OVERVIEW
Mortgage interest rates, which began to increase in the second quarter 1994,
peaked in January of 1995 and decreased throughout the remainder of that year
and into 1996, helped by an easing of monetary policy by the Federal Reserve
Board. This, together with an improved real estate economy (including the
beginnings of a modest recovery in California and an increase in refinance
activity), contributed to a relatively strong first quarter 1996. These
favorable conditions continued throughout 1996 and into 1997, resulting in
strong revenues and profits for the Company for 1996, relatively strong revenues
for the first quarter 1997 and record revenues for the second quarter 1997.
However, profits for the first and second quarters of 1997 were adversely
affected by the need for title operations to maintain staffing levels in order
to service the record number of title orders opened during the current six month
period. Furthermore, the Company's information services operations experienced
higher overhead as it integrated acquisitions and added new customers to its
systems and continued to build and refine its framework to respond to the
present and future needs of its customers. Net income for the second quarter
1997 was $18.5 million, or $1.60 per share, as compared with $19.4 million, or
$1.70 per share, for the same period of the prior year.
OPERATING REVENUES
Set forth below is a summary of operating revenues for each of the Company's
segments.
Three Months Ended Six Months Ended
June 30 June 30
--------------------------------- ----------------------------------
($000) ($000)
1997 % 1996 % 1997 % 1996 %
-------- --- -------- ---- --------- ----- --------- ---
Title Insurance:
Direct Operations $186,876 42 $166,748 41 $334,550 41 $304,238 41
Agency Operations 160,660 36 158,104 39 312,766 38 294,468 39
-------- --- -------- --- -------- --- -------- ---
347,536 78 324,852 80 647,316 79 598,706 80
Real Estate Information 79,656 18 66,265 16 141,703 17 120,659 16
Home Warranty 11,214 3 9,761 3 21,282 3 18,500 3
Trust and Banking 5,041 1 4,000 1 9,571 1 7,892 1
-------- --- -------- --- -------- --- -------- ---
Total $443,447 100 $404,878 100 $819,872 100 $745,757 100
======== === ======== === ======== === ======== ===
Title Insurance. Operating revenues from direct title operations increased
12.1% and 10.0% for the three and six months ended June 30, 1997, respectively,
when compared with the same periods of the prior year. These increases were
primarily attributable to an increase in the number of title orders closed by
the Company's direct operations, as well as an increase in the average revenues
per order closed. The Company's direct operations closed 229,300 and 410,800
title orders during the three and six months ended June 30,1997, respectively,
representing increases of 9.6% and 6.2% when compared with the same periods of
the prior year. These increases were due in large part to the factors mentioned
above, primarily the resurgence of real estate activity in California, a state
heavily concentrated with direct operations, as well as increases in the
Company's national market share. The average revenues per order closed were $815
and $814 for the three and six months ended June 30, 1997, respectively,
increases of 2.3% and 3.4% when compared with $797 and $787 for the same periods
of the prior year. These increases were primarily due to an increased mix of
residential resale and commercial activity. Operating revenues from agency
operations increased 1.6% and 6.2% for the three and six months ended June 30,
1997, respectively, when compared with the same periods of the prior year. These
increases were primarily due to the same factors affecting direct operations
mentioned above, compounded by the inherent delay in reporting by agents.
6
Item 2. Management's Discussion and Analysis of Financial Condition and Results
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of Operations (continued)
- -------------------------
Real Estate Information. Real estate information operating revenues increased
20.2% and 17.4% for the three and six months ended June 30, 1997, respectively,
when compared with the same periods of the prior year. These increases were
primarily attributable to $13.1 million and $18.9 million of operating revenues
contributed by new acquisitions for the respective periods.
Home Warranty. Home warranty operating revenues increased 14.9% and 15.0% for
the three and six months ended June 30, 1997, respectively, when compared with
the same periods of the prior year. These increases were primarily attributable
to improvements in the residential resale markets in which this business segment
operates.
INVESTMENT AND OTHER INCOME
Investment and other income decreased 18.5% and 10.8% for the three and six
months ended June 30, 1997, respectively, when compared with the same periods of
the prior year. These decreases were primarily attributable to $0.5 million of
investment losses realized in the current three month period, as compared with
investment gains of $2.2 million realized in the same period of the prior year,
offset in part by an increase in equity in earnings of unconsolidated
subsidiaries and increased investment portfolio yields.
TOTAL OPERATING EXPENSES
Title Insurance. Salaries and other personnel costs were $120.3 million and
$229.1 million for the three and six months ended June 30, 1997, respectively,
increases of 16.7% and 15.6% when compared with the same periods of the prior
year. These increases were primarily due to costs incurred servicing the high
number of more labor intensive residential resale transactions processed during
the current three and six month periods (as opposed to a predominate refinance
mix in the same periods of the prior year). Also contributing to the increases
were $4.0 million and $5.7 million of costs incurred for the three and six
months ended June 30, 1997, respectively, related to acquisition activity and
modest salary increases.
Agents retained $129.0 million and $251.2 million of title premiums generated
by agency operations for the three and six months ended June 30, 1997,
respectively, which compares with $128.2 million and $238.1 million for the same
periods of the prior year. The percentage of title premiums retained by agents
ranged from 80.3% to 81.1% due to regional variances (i.e., the agency share
varies from region to region and thus the geographical mix of agency revenues
causes this variation).
Other operating expenses were $58.6 million and $112.3 million for the three and
six months ended June 30, 1997, respectively, increases of 5.8% and 6.7% when
compared with the same periods of the prior year. These increases were
primarily attributable to the impact of certain incremental costs associated
with processing the increase in title order volume experienced during the
respective periods.
The provision for title losses as a percentage of title insurance operating
revenues was 3.9% for the six months ended June 30, 1997, and 5.1% for the same
period of the prior year. The decrease for the current period was primarily due
to an ongoing improvement in the Company's loss experience.
Real Estate Information. Real estate information personnel and other operating
expenses were $62.7 million and $114.3 million for the three and six months
ended June 30, 1997, respectively, increases of 31.5% and 32.9% when compared
with the same periods of the prior year. These increases were primarily due to
$11.0 million and $23.9 million of costs associated with new acquisitions, as
well as slightly higher overhead costs attributable to the integration of the
new acquisitions and transitioning new accounts to their systems.
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations (continued)
- -------------------------
Home Warranty. Home warranty personnel and other operating expenses were $3.2
million and $6.4 million for the three and six months ended June 30, 1997,
respectively, increases of 14.2% and 17.1% when compared with the same periods
of the prior year. These increases were primarily attributable to costs
incurred servicing the increased business volume and expansion into new
territories. The provision for home warranty losses expressed as a percentage of
home warranty operating revenues was 56.9% and 53.2% for the six months ended
June 30, 1997 and 1996, respectively. The increase in loss ratio was primarily
due to an increase in the average number of claims per contract.
PRETAX PROFITS
Set forth below is a summary of pretax profits for each of the Company's
segments.
Three Month Ended Six Months Ended
June 30 June 30
---------------------------- ------------------------------
($000) ($000)
1997 % 1996 % 1997 % 1996 %
-------- --- ------- --- -------- --- ------- ---
Title Insurance $25,766 61 $23,581 54 29,701 52 $ 31,740 46
Real Estate Information 13,144 31 16,628 38 20,967 37 30,410 45
Home Warranty 2,677 6 2,399 6 4,482 8 4,687 7
Trust and Banking 937 2 838 2 1,852 3 1,617 2
------- --- ------- --- ------- --- -------- ---
Total before corporate 42,524 100 43,446 100 57,002 100 68,454 100
=== === === ===
Corporate (7,747) (6,234) (13,298) (12,715)
------- ------- -------- --------
Total $34,777 $37,212 $ 43,704 $ 55,739
======== ======= ======== ========
In general, the title insurance business is a lower profit margin business when
compared to the Company's other segments. The lower profit margins reflect the
high cost of producing title evidence whereas the corresponding revenues are
subject to regulatory and competitive pricing restraints. Due to this
relatively high proportion of fixed costs, title insurance profit margins
generally improve as closed order volumes increase. In addition, title
insurance profit margins are affected by the composition (residential or
commercial) and type (resale, refinancing or new construction) of real estate
activity. Profit margins from resale and new construction transactions are
generally higher than from refinancing transactions because in many states there
are premium discounts on, and cancellation rates are higher for, refinance
transactions. Title insurance profit margins are also affected by the
percentage of operating revenues generated by agency operations. Profit margins
from direct operations are generally higher than from agency operations due
primarily to the large portion of the premium that is retained by the agent.
Real estate information pretax profits are generally unaffected by the type of
real estate activity but increase as the volume of residential real estate loan
transactions increase.
PREMIUM TAXES
Premium taxes were $8.7 million and $7.9 million for the six months ended June
30, 1997 and 1996, respectively. Premium taxes as a percentage of title
insurance operating revenues remained relatively constant at 1.3%.
INCOME TAXES
The effective income tax rate was 38.9% for the six months ended June 30, 1997,
and 41.4% for the same period of the prior year. The decrease in effective rate
was primarily attributable to changes in the ratio of permanent differences to
income before income taxes, as well as a decrease in state income taxes
resulting from the Company's non-insurance subsidiaries decrease in pretax
profits.
8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations (continued)
- -------------------------
NET INCOME
Net income for the three and six months ended June 30, 1997, was $18.5 million,
or $1.60 per share, and $21.4 million, or $1.85 per share, respectively. Net
income for the three and six months ended June 30, 1996, was $19.4 million, or
$1.70 per share, and $28.0 million, or $2.45 per share, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Total cash and cash equivalents decreased $8.0 million and increased $46.6
million for the six months ended June 30, 1997 and 1996, respectively.
The decrease for the current year period was primarily attributable to the cash
effect of company acquisitions, the net purchases of debt and equity securities,
capital expenditures and the repayment of debt, offset in part by the proceeds
from the issuance of junior subordinated debentures. The increase for the prior
year period was primarily due to cash provided by operating activities, offset
in part by capital expenditures and the repayment of debt.
Effective July 29, 1997, the Company amended its bank credit agreement (see Note
4). The amendment relaxes or eliminates certain covenants and provides for a
$75.0 million line of credit which is currently unused.
Notes and contracts payable as a percentage of total capitalization decreased to
7.5% at June 30, 1997, from 16.0% at December 30, 1996. This decrease was
primarily due to a $100.0 million increase in total capitalization as a result
of the Company's junior subordinated deferrable interest debentures (see Note
2), as well as $31.4 million net reduction of debt.
Management believes that all of its anticipated cash requirements for the
immediate future will be met from internally generated funds and from the
remaining proceeds of the junior subordinated debentures.
9
Part II: Other Information
-----------------
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits
(4.1) Amendment No. 6 dated as of April 1, 1997 to the
Amendment and Restatement dated as of April 28, 1993 of
Credit Agreement dated as of April 21, 1992.
(4.2) Junior Subordinated Indenture dated as of April 22, 1997.
(4.3) Amended and Restated Declaration of Trust dated as of
April 22, 1997.
(4.4) Amended and Restated Credit Agreement dated as of July
29, 1997 of Credit Agreement dated as of April 21, 1992.
(10.1) First American Capital Trust I Registration Rights
Agreement dated as of April 22, 1997.
(10.2) Guarantee Agreement dated as of April 22, 1997.
(10.3) Purchase Agreement dated as of April 17, 1997.
(27) Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarterly period
covered by this report.
10
EXHIBIT INDEX
Exhibit No. Description
----------- ------------
(4.1) Amendment No. 6 dated as of April 1, 1997 to the Amendment
and Restatement dated as of April 28, 1993 of Credit
Agreement dated as of April 21, 1992.
(4.2) Junior Subordinated Indenture dated as of April 22, 1997.
(4.3) Amended and Restated Declaration of Trust dated as of
April 22, 1997.
(4.4) Amended and Restated Credit Agreement dated as of July 29,
1997 of Credit Agreement dated as of April 21, 1992.
(10.1) First American Capital Trust I Registration Rights
Agreement dated as of April 22, 1997.
(10.2) Guarantee Agreement dated as of April 22, 1997.
(10.3) Purchase Agreement dated as of April 17, 1997.
(27) Financial Data Schedule
11