10-12B/A 1 d1012ba.htm AMENDMENT NO. 2 TO FORM 10 Amendment No. 2 to Form 10

As filed with the Securities and Exchange Commission on March 22, 2010

File No. 001-34580

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 2

to

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, 2009 and 2008

   F-3

Combined Statements of Income (Loss) for the years ended December 31, 2009, 2008 and
2007

   F-4

Combined Statements of Comprehensive Income (Loss) for the years ended December  31, 2009, 2008 and 2007

   F-5

Combined Statements of Equity for the years ended December 31, 2009, 2008 and 2007

   F-6

Combined Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007

   F-7

Notes to Combined Financial Statements

   F-8

Financial Statement Schedules:

  

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

   F-61

III.    Supplementary Insurance Information

   F-62

IV.   Reinsurance

   F-64

V.     Valuation and Qualifying Accounts

   F-65

(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)   [Intentionally omitted.]
10(c)   [Intentionally omitted.]
10(d)   [Intentionally omitted.]
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
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)   [Intentionally omitted.]
10(j)   The First American Corporation Amended and Restated Change in Control Agreement (Executive Form), 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

 

3


Exhibit No.

 

Description

10(k)   [Intentionally omitted.]
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), approved January 25, 2010, incorporated by reference herein from Exhibit 10(zz) to The First American Corporation Annual Report on Form 10-K for the year ended December 31, 2009
10(o)   Form of Notice of Restricted Stock Unit Grant (Non-Employee Director) and Restricted Stock Unit Award Agreement (Non-Employee Director), approved February 10, 2009, incorporated by reference herein from Exhibit 10(yy) of The First American Annual Report on Form 10-K for the fiscal year ended December 31, 2008
10(p)   Form of Notice of Performance Unit Grant and Performance Unit Award Agreement, approved January 25, 2010, incorporated by reference herein from Exhibit 10(mmm) to The First American Corporation Annual Report on Form 10-K for the year ended December 31, 2009
10(q)   Form of Promissory Note to be issued by The First American Corporation to First American Financial Corporation in the amount of $23,000,000 (1)
10(r)   Form of Credit Agreement among First American Financial Corporation, [] and [] (1)
10(s)   [Intentionally omitted.]
10(t)   Amended and Restated Secured Promissory Note issued by The First American Corporation to First American Title Insurance Company in the amount of $135,000,000, dated as of March 31, 2009 (2)
10(u)   Promissory Note issued by The First American Corporation to First American Home Buyers Protection Corporation in the amount of $8,970,705, dated as of December 14, 2001 (2)
10(v)   Promissory Note issued by The First American Corporation to First American Home Buyers Protection Corporation in the amount of $10,000,000, dated as of March 29, 2002 (2)
10(w)   Promissory Note issued by The First American Corporation to First American Home Buyers Protection Corporation in the amount of $10,000,000, dated as of January 31, 2003 (2)
10(x)   Promissory Note issued by The First American Corporation to First American Home Buyers Protection Corporation in the amount of $10,000,000, dated as of January 9, 2004 (2)
10(y)   Promissory Note issued by The First American Corporation to First American Home Buyers Protection Corporation in the amount of $30,000,000, dated as of March 12, 2004 (2)
10(z)   Promissory Note issued by The First American Corporation to First American Home Buyers Protection Corporation in the amount of $10,000,000, dated as of March 7, 2005 (2)
10(aa)   Promissory Note issued by First American Real Estate Information Services, Inc. to First American Home Buyers Protection Corporation in the amount of $3,000,000, dated as of December 26, 1995 (2)
21   Subsidiaries of the registrant
99(a)   Information Statement

 

(1) To be filed by amendment
(2) Previously filed

 

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: March 22, 2010     By:  

/s/    KENNETH D. DEGIORGIO        

    Name:   Kenneth D. DeGiorgio
    Title:   Executive Vice President