Form 10-12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

 

 

FIRST AMERICAN FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   26-1911571

(State or other jurisdiction

of incorporation)

 

(IRS Employer

Identification No.)

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

Registrant’s telephone number, including area code (714) 250-3000

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

 

Name of each exchange on which

each class is to be registered

Common Stock, par value $0.00001 per share   New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

None

 

 

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

 

Large accelerated filer  ¨     Accelerated filer  ¨
Non-accelerated filer  x    (Do not check if a smaller reporting company)   Smaller reporting company  ¨

 

 

 


INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

This registration statement on Form 10 incorporates by reference information contained in the information statement filed as Exhibit 99(a) hereto. The cross-reference table below identifies where the items required by Form 10 can be found in the information statement.

 

Item No.

  

Item Caption

  

Location in Information Statement

  1.

   Business    See “Summary,” “Risk Factors,” “Special Note About Forward-Looking Statements,” “Questions and Answers About the Separation,” “The Separation,” “Capitalization,” “Unaudited Pro Forma Condensed Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Where You Can Find More Information”

1A.

   Risk Factors    See “Summary,” “Risk Factors,” and “Questions and Answers About the Separation”

  2.

   Financial Information    See “Summary,” “Selected Historical Combined Financial and Other Data,” “Unaudited Pro Forma Condensed Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk” and “Description of Material Indebtedness”

  3.

   Properties    See “Business—Properties”

  4.

   Security Ownership of Certain Beneficial Owners and Management    See “Security Ownership of First American and FinCo”

  5.

   Directors and Executive Officers    See “Management”

  6.

   Executive Compensation    See “Management” and “Treatment of Outstanding Equity-Based Arrangements”

  7.

   Certain Relationships and Related Transactions, and Director Independence    See “Questions and Answers About the Separation,” “Relationship With InfoCo” and “Certain Relationships, Related Transactions and Director Independence”

  8.

   Legal Proceedings    See “Business—Legal Proceedings”

  9.

   Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters    See “Summary,” “Questions and Answers About the Separation,” “The Separation,” “Trading Market,” “Dividends,” “Capitalization” and “Description of Capital Stock”

10.

   Recent Sales of Unregistered Securities    Not applicable

11.

   Description of Registrant’s Securities to be Registered    See “Description of Capital Stock” and “Shares Eligible for Future Sale”

12.

   Indemnification of Directors and Officers    See “Description of Capital Stock—Indemnification of Directors and Officers”

13.

   Financial Statements and Supplementary Data    See “Unaudited Pro Forma Condensed Combined Financial Statements,” “Index to Financial Statements” and the statements referenced therein

14.

   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    Not applicable

 

2


Item 15. Financial Statements and Exhibits

(a) Financial Statements

The following financial statements are included in the information statement:

 

Financial Statements:

  

Combined Balance Sheets as of December 31, 2008 and 2007

   F-3

Combined Statements of Income (Loss) for the years ended December 31, 2008, 2007 and 2006

   F-4

Combined Statements of Comprehensive Income (Loss) for the years ended December  31, 2008, 2007 and 2006

   F-5

Combined Statements of Equity for the years ended December 31, 2008, 2007 and 2006

   F-6

Combined Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006

   F-7

Notes to Combined Financial Statements

   F-8

Financial Statement Schedules:

  

I.        Summary of Investments—Other than Investments in Related Parties

   F-55

III.    Supplementary Insurance Information

   F-56

IV.   Reinsurance

   F-58

V.     Valuation and Qualifying Accounts

   F-59

Financial Statements (unaudited):

  

Condensed Combined Balance Sheets as of September 30, 2009 and December 31, 2008

   F-62

Condensed Combined Statements of Income (Loss) for the nine months ended September  30, 2009 and 2008

   F-63

Condensed Combined Statements of Comprehensive Income (Loss) for the nine months ended September  30, 2009 and 2008

   F-64

Condensed Combined Statement of Equity for the nine months ended September 30, 2009

   F-65

Condensed Combined Statements of Cash Flows for the nine months ended September  30, 2009 and 2008

   F-66

Notes to Condensed Combined Financial Statements

   F-67

(b) Exhibits

 

Exhibit No.

  

Description

2(a)    Form of Separation and Distribution Agreement (1)
3(a)    Amended and Restated Certificate of Incorporation of First American Financial Corporation (1)
3(b)    Bylaws of First American Financial Corporation (1)
10(a)    Form of Tax Sharing Agreement between First American Financial Corporation and The First American Corporation (1)
10(b)    Form of Data Sharing Agreement between First American Financial Corporation and First American CoreLogic Holdings, Inc. (1)
10(c)    Form of License Agreement between First American CoreLogic Holdings, Inc. (as Licensor) and First American Financial Corporation (as Licensee) (1)
10(d)    Form of License Agreement between First American Financial Corporation (as Licensor) and First American CoreLogic Holdings, Inc. (as Licensee) (1)

 

3


Exhibit No.

  

Description

10(e)    Employment Agreement, dated December 17, 2008, between The First American Corporation and Dennis J. Gilmore, incorporated by reference herein from Exhibit 10(dddd) to The First American Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2008
10(f)    Employment Agreement, dated December 17, 2008, between The First American Corporation and Kenneth D. DeGiorgio (1)
10(g)    Employment Agreement, dated December 17, 2008, between The First American Corporation and Max O. Valdes, incorporated by reference herein from Exhibit 10(ffff) to The First American Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2008
10(h)    The First American Corporation Amended and Restated Executive Supplemental Benefit Plan, effective as of January 1, 2009, incorporated by reference herein from Exhibit 10(i) to The First American Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2008
10(i)    The First American Corporation Amended and Restated Executive Supplemental Benefit Plan, effective as of January 1, 2009, incorporated by reference herein from Exhibit 10(p) to The First American Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2008
10(j)    The First American Corporation Amended and Restated Change in Control Agreement (Executive Form), to be effective as of January 1, 2010, incorporated by reference herein from Exhibit 10(c) to The First American Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2009
10(k)    The First American Corporation Amended and Restated Change in Control Agreement (Management Form), to be effective as of January 1, 2010, incorporated by reference herein from Exhibit 10(d) to The First American Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2009
10(l)    Form of First American Financial Corporation Deferred Compensation Plan (1)
10(m)    Form of First American Financial Corporation 2010 Incentive Compensation Plan (1)
10(n)    Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee) (1)
10(o)    Form of Notice of Restricted Stock Unit Grant (Non-Employee Director) and Restricted Stock Unit Award Agreement (Non-Employee Director) (1)
10(p)    Form of Notice of Performance Unit Grant and Performance Unit Award Agreement (1)
10(q)    Support Agreement, dated April 10, 2008, between The First American Corporation, Highfields Capital Management LP, Highfields GP LLC, Highfields Associates LLC, Highfields Capital I L.P., Highfields Capital II L.P., and Highfields Capital III L.P., incorporated by reference herein from Exhibit 99.1 to The First American Corporation Current Report on Form 8-K, dated April 14, 2008
10(r)    Form of Credit Agreement among First American Financial Corporation, [] and [] (1)
99(a)    Information Statement

 

(1) To be filed by amendment

 

4


SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    FIRST AMERICAN FINANCIAL CORPORATION
Date: December 11, 2009   By:  

/S/    KENNETH D. DEGIORGIO        

  Name:   Kenneth D. DeGiorgio
  Title:   Executive Vice President