SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) March 24, 2004
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THE FIRST AMERICAN CORPORATION
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(Exact Name of the Registrant as Specified in Charter)
California 0-3658 95-1068610
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1 First American Way, Santa Ana, California 92707-5913
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (714) 800-3000
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Not Applicable.
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On March 23, 2004, The First American Corporation announced its intention
to redeem in full $210,000,000 aggregate principal amount of its outstanding
4.50% Senior Convertible Debentures Due 2008. The redemption date is April 15,
2004. The redemption date is also a regularly scheduled interest payment date.
The record date for this interest payment date is April 1, 2004. The debentures
are convertible by the holder at any time prior to 4:00 P.M. Eastern time on
April 13, 2004 (the "Conversion Termination Time") into First American common
shares at the conversion rate of $28 per share.
Several beneficial holders of the debentures have inquired of First
American whether they will be entitled to receive and retain interest on the
debentures in connection with the redemption on April 15, 2004 if they convert
their debentures into First American common shares after the April 1, 2004
record date and prior to the Conversion Termination Time.
First American wishes to clarify that, pursuant to the terms of the
debentures and the terms of the indenture governing the debentures, a beneficial
holder that converts its debenture (or beneficial interest therein) into First
American common shares after April 1, 2004 and prior to the Conversion
Termination Time (i) will be entitled to receive and retain interest on such
debenture (or beneficial interest therein) on April 15, 2004; and (ii) will not
be required to tender upon conversion an amount equal to the interest to be
received by such holder in respect of such debenture (or beneficial interest
therein) on April 15, 2004.
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 24, 2004 By: /s/ Thomas A. Klemens
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Name: Thomas A. Klemens
Title: Senior Executive Vice President and
Chief Financial Officer