Filed by The First American Corporation
Pursuant to Rules 165 and 425 promulgated under the
Securities Act of 1933, as amended
Subject Company: Substance Abuse Management, Inc.
Commission File No. 333-66431
Set forth below is the text of a press release dated July 31, 2001:
FIRST AMERICAN SUBSIDIARY, HIRECHECK, INC.,
ENTERS AGREEMENT TO ACQUIRE MILWAUKEE-Based
substance abuse management, inc.
SANTA ANA, Calif., July 31, 2001 - The First American Corporation (NYSE: FAF),
the nation's leading diversified provider of business information and related
products and services, announced today that its wholly-owned subsidiary,
HireCheck, Inc., has entered into a definitive agreement to acquire
Milwaukee-based Substance Abuse Management, Inc. (SAMI), the industry leader in
drug testing management and medical review officer services. Terms of the
transaction, which is expected to close during the first week of August 2001,
were not disclosed.
HireCheck's acquisition of SAMI will unite two of the employee-screening
industry's premier administrative services companies and expand HireCheck's
services to include a truly comprehensive program of substance abuse and
occupational health and safety consultation services. The addition will also
serve to strengthen First American's growing consumer information and services
segment.
With more than 75 percent of Fortune 1000 companies now utilizing pre-employment
drug testing services and 85 percent conducting some form of employee background
verification, HireCheck estimates the size of the employment-screening market to
be in excess of $2.6 billion, and growing.
"HireCheck has had the opportunity to utilize SAMI's excellent services over the
past two years as a client," said John W. Long, president of HireCheck, Inc.
"We're excited that we will be able to directly offer our clients the benefit of
SAMI's complete medical and substance
abuse services. In turn, SAMI's clients will have access to HireCheck's
industry-leading employment background-checking services. The combination of
these services is a great stride toward HireCheck's goal to become the premier
provider of employment screening services nationally."
"Today, employers want to deal with a single-source provider for their
employment screening needs, rather than coordinate multiple independent
vendors," said Henry M. Goldberg, M.D., chairman and chief executive officer of
SAMI. "Partnering with HireCheck and becoming a member of the First American
Family of Companies will allow SAMI to expand its services and increase the
amount of resources and expertise available to our clients."
SAMI will continue to operate from its Milwaukee office. Bart K. Valdez,
HireCheck's chief operating officer, will become the new president of SAMI.
SAMI's current president, Robert Sowinski, will leave to pursue other business
interests. Dr. Goldberg will remain as a consultant, and Mary K. Tappa will
continue as the senior vice president and chief operating officer of SAMI,
reporting to Valdez. HireCheck expects the balance of the SAMI management team
to remain intact. HireCheck, Inc., formerly CIC Applicant Background Checks, is
based in St. Petersburg, Fla., and provides employment-screening services,
including background checks and drug screening, to employers across the nation.
HireCheck's staff of 2,200 employees and field agents conduct searches and
provide timely, accurate reports on criminal records, credit, civil litigation,
prior employment, education, licenses, motor vehicle records, as well as other
information necessary for employers to make informed hiring decisions.
Information about HireCheck can be found on the Internet at www.hirecheck.com.
Substance Abuse Management, Inc. is headquartered in Milwaukee and provides
medical review officer and various third-party administration services. With an
extensive menu of services designed for workplace safety and a staff of more
than 100 employees, SAMI serves 9,000 clients nationwide, many of which are
Fortune 500 and 1000 companies. For more information about SAMI, visit
www.samimro.com.
The First American Corporation, based in Santa Ana, Calif., is the nation's
leading, diversified provider of business information and related products and
services. The corporation's
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three primary business segments include: title information and services; real
estate information and services, which includes mortgage information services
and database information and services; and consumer information and services ,
which provides automotive, subprime and direct-to-consumer credit reporting;
direct-to-consumer public records reporting, resident screening; pre-employment
screening; automobile title administration; property and automotive insurance
tracking services; property and casualty insurance; home warranties; investment
advisory; and trust and banking services. Information about the company and an
archive of its press releases can be found on the Internet at www.firstam.com.
Certain statements in this press release, including those relating to the
closing of the SAMI acquisition, are forward looking. Risks and
uncertainties exist which may cause results to differ materially from those
set forth in these forward-looking statements. Factors that could cause the
anticipated results to differ from those described in the forward-looking
statements include: interest rate fluctuations; changes in the performance
of the real estate markets; general volatility in the capital markets;
changes in applicable government regulations; consolidation among the
company's significant customers and competitors; legal proceedings
commenced by the California attorney general and related litigation; the
company's continued ability to identify businesses to be acquired; changes
in the company's ability to integrate businesses which it acquires; and
other factors described in the company's Annual Report on Form 10-K for the
year ended Dec. 31, 2000, filed with the Securities and Exchange
Commission. The forward-looking statements speak only as of the date they
are made. The company does not undertake to update forward-looking
statements to reflect circumstances or events that occur after the date the
forward-looking statements are made.
Additional Information
First American plans to file a supplement to the prospectus filed as part of
First American's Registration Statement No. 333-66431 on Securities and Exchange
Commission Form S-4 in connection with the acquisition of Substance Abuse
Management, Inc. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY THE
REGISTRATION STATEMENT AND THE PROSPECTUS, AS SUPPLEMENTED, INCLUDING THE
BUSINESS AND FINANCIAL INFORMATION INCORPORATED BY REFERENCE THEREIN, WHEN IT IS
AVAILABLE. The Registration Statement and the Prospectus, as supplemented, will
contain important information about First American. Investors and security
holders will be able to obtain free copies of these documents through the Web
site maintained by the U.S. Securities and Exchange Commission at www.sec.gov.
In addition to the Registration Statement and the prospectus, as supplemented,
First American files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any reports, statements and other information filed by First American at
the Securities and Exchange Commission's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549 or at the Securities and Exchange
Commission's other public reference rooms in New York, New York and Chicago,
Illinois. Please call the SEC at 800-SEC-0330 for further information on public
reference rooms. First American's filings with the SEC are also available to the
public from commercial document-retrieval services and the Web site maintained
by the SEC at www.sec.gov.
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