Form 10-Q Amendment No.1

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

 

x AMENDMENT NO. 1 TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2005

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                     

 

Commission file number 001-13585

 

THE FIRST AMERICAN CORPORATION

(Exact name of registrant as specified in its charter)

 

Incorporated in California   95-1068610

(State or other jurisdiction of incorporation

or organization)

 

(I.R.S. Employer

Identification No.)

1 First American Way, Santa Ana, California   92707-5913
(Address of principal executive offices)   (Zip Code)
(714) 800-3000
(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  ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  x                Accelerated filer  ¨                Non-accelerated filer  ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨    No  x

 

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  ¨

 

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.

 

On February 9, 2006, there were 95,881,835 shares of Common stock outstanding.

 



The undersigned registrant hereby amends Item 2 and Item 5 of Part II of its Quarterly Report on Form 10-Q for the period ended March 31, 2005, as follows. The amendment is made to include information regarding an unregistered issuance of equity securities which occurred during such period.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

On February 18, 2005, the Company issued 1,740,943 shares of its common stock to the selling stockholders of United General Financial Services, Inc. in connection with the closing of the Company’s acquisition of United General on that date. The issued common stock represented $64,162,454.27 of the total purchase price paid to the United General selling stockholders in connection with the acquisition. In issuing the shares, the Company relied upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, based on the limited number of recipients of the shares and the fact that each of the recipients was an accredited investor.

 

The following table describes purchases by the Company of the Company’s Common shares which settled during each period set forth in the table. Prices in column (b) include commissions. Purchases described in column (c) were made pursuant to the share repurchase program announced by the Company on May 18, 2004. Under this plan, which has no expiration date, the Company may repurchase up to $100 million of the Company’s issued and outstanding Common shares.

 

    

(a)

Total

Number of

Shares

Purchased


  

(b)

Average

Price Paid

per Share


  

(c)

Total Number

of Shares

Purchased as Part

of Publicly

Announced Plans

or Programs


  

(d)

Maximum

Approximate Dollar

Value of Shares that May

Yet Be Purchased Under

the Plans or Programs


Period

                       

January 1 to January 31, 2005

   —      $ —      —      $ 61,036,316

February 1 to February 28, 2005

   135,000    $ 36.10    135,000    $ 56,163,270

March 1 to March 31, 2005

   —      $ —      —      $ 56,163,270
    
  

  
  

Total

   135,000    $ 36.10    135,000    $ 56,163,270
    
  

  
  

 

Item 5. Other Information

 

See Item 2 above.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized.

 

       

THE FIRST AMERICAN CORPORATION

                            (Registrant)

          /s/ Parker S. Kennedy
        Parker S. Kennedy
        Chairman and Chief Executive Officer
          /s/ Max O. Valdes
        Max O. Valdes
Date: February 13, 2006      

Vice President,

Chief Accounting Officer

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description


(31)(a)   Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
(31)(b)   Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
(32)(a)   Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
(32)(b)   Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

 

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