<PAGE>
As filed with the Securities and Exchange Commission on December 27, 1996
Registration No. 33-86398
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------
THE FIRST AMERICAN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-1068610
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
114 EAST FIFTH STREET
SANTA ANA, CALIFORNIA 92701-4642
(Address of principal executive offices)
--------------------
THE FIRST AMERICAN FINANCIAL CORPORATION 401(k) SAVINGS PLAN
(Full title of the plan)
--------------------
MARK R ARNESEN, ESQ. (Copy to)
VICE PRESIDENT, SECRETARY NEIL W. RUST, ESQ.
THE FIRST AMERICAN FINANCIAL CORPORATION WHITE & CASE
114 EAST FIFTH STREET 633 WEST FIFTH STREET
SANTA ANA, CALIFORNIA 92701 LOS ANGELES, CALIFORNIA 90071
(714) 558-3211 (213) 620-7700
(Name, address and telephone
number of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE/1/
_________________________
/1/ No registration fee is applicable, because no additional securities
are being offered or sold pursuant to this Post-Effective Amendment.
================================================================================
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
4.1 Amendment No. 1 to The First American Financial Corporation
401(k) Savings Plan.
23.3 Consent of Counsel.
24.1 Power of Attorney.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Post-
Effective Amendment No. 1 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Santa Ana, State
of California, on December 27, 1996.
THE FIRST AMERICAN FINANCIAL CORPORATION
By: /s/ PARKER S. KENNEDY
-------------------------------------
Parker S. Kennedy, President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<S> <C>
Date: December 27, 1996 By: /s/ D.P. KENNEDY
-------------------------------------
D.P. Kennedy, Chairman
and Director
Date: December 27, 1996 By: /s/ PARKER S. KENNEDY
-------------------------------------
Parker S. Kennedy, President
and Director
Date: December 27, 1996 By: /s/ THOMAS A. KLEMENS
-------------------------------------
Thomas A. Klemens, Executive Vice
President, Chief Financial Officer
(Principal Financial and
Accounting Officer)
</TABLE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<S> <C>
Date: December 27, 1996 By: /s/ GEORGE L. ARGYROS*
----------------------------------
George L. Argyros, Director
Date: December 27, 1996 By: /s/ GARY J. BEBAN*
----------------------------------
Gary J. Beban, Director
Date: December 27, 1996 By: /s/ J. DAVID CHATHAM*
----------------------------------
J. David Chatham, Director
Date: December 27, 1996 By: /s/ WILLIAM G. DAVIS*
----------------------------------
William G. Davis, Director
Date: December 27, 1996 By: /s/ JAMES L. DOTI*
----------------------------------
James L. Doti, Director
Date: December 27, 1996 By: /s/ LEWIS W. DOUGLAS, JR.*
----------------------------------
Lewis W. Douglas, Jr., Director
Date: December 27, 1996 By: /s/ PAUL B. FAY, JR.*
----------------------------------
Paul B. Fay, Jr., Director
Date: December 27, 1996 By: /s/ ROBERT B. MCLAIN*
----------------------------------
Robert B. McLain, Director
Date: December 27, 1996 By: /s/ ANTHONY R. MOISO*
---------------------------------
Anthony R. Moiso, Director
Date: December 27, 1996 By: /s/ RUDOLPH J. MUNZER*
---------------------------------
Rudolph J. Munzer, Director
Date: December 27, 1996 By: /s/ FRANK E. O'BRYAN*
---------------------------------
Frank E. O'Bryan, Director
Date: December 27, 1996 By: /s/ ROSLYN B. PAYNE*
--------------------------------
Roslyn B. Payne, Director
Date: December 27, 1996 By: /s/ VIRGINIA UEBERROTH*
--------------------------------
Virginia Ueberroth, Director
*By: /s/ MARK R ARNESEN
-----------------------
Mark R Arnesen
Attorney-in-Fact
</TABLE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of The First American Financial Corporation 401(k)
Savings Plan has duly caused this Post-Effective Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Ana, State of California, on December 27, 1996.
THE FIRST AMERICAN FINANCIAL CORPORATION
401(K) SAVINGS PLAN
By: /s/ MARK R. ARNESEN
------------------------------------
Mark R Arnesen
(Member of the Administrative
Committee of the above-named plan)
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
--- -----------
<C> <S>
4.1 Amendment No. 1 to The First American Financial Corporation
401(K) Savings Plan
23.3 Consent of Counsel
24.1 Power of Attorney
</TABLE>
<PAGE>
EXHIBIT 4.1
AMENDMENT NO. 1
TO
THE FIRST AMERICAN FINANCIAL CORPORATION
401(K) SAVINGS PLAN
The following amendments are hereby made to The First American Financial
Corporation 401(k) Savings Plan (Effective as of January 1, 1995) (hereinafter
referred to as the "Plan"). These amendments are effective as of January 1,
1997.
1. Plan section 2.1(r)(4), relating to the definition of "Hour of Service," is
amended by adding the following sentence at the end thereof:
Notwithstanding any provision of this Plan to the contrary,
contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with Code section
414(u).
2. Plan section 3.1(b), relating to the date of Plan participation, is amended
in its entirety to read as follows:
(b) The date that the Eligible Employee completes 90 days of
employment with the Company or an Affiliate ("eligibility
service"). The following rules shall apply for determining
eligibility service under this subsection.
(1) Eligibility service credit shall be given for the period of
time beginning on the date the Employee first performs an
Hour of Service and ending on the date of such Employee's
Separation from Service.
- 1 -
<PAGE>
(2) Eligibility service credit shall be given to an Employee for
each period beginning on the date the Employee Separates
from Service and ending on the date the Employee first
performs an Hour of Service thereafter, but only if the
Employee is reemployed and performs such Hour of Service
within 12 months of the date of such Separation from
Service.
(3) Eligibility service credit shall be given to an Employee
after a Separation from Service for any period beginning on
the date the Employee first performs an Hour of Service
after more than a 12-month separation and ending on the date
the Employee has a Separation from Service thereafter.
(4) All noncontinuous periods of eligibility service credited to
such Employee under paragraphs (1), (2) and (3) above, shall
be aggregated.
3. Plan section 5.1, relating to matching contributions, is amended in its
entirety to read as follows:
5.1 Matching Contributions
----------------------
(a) Basic Matching Contributions. Each Participant for whom Pretax
----------------------------
Deferrals were credited to the Participant's Account during the Plan
Year shall be entitled to a Matching Contribution equal to 50 percent
of the first $500 contributed as Pretax Deferrals on behalf of the
Participant during the Plan Year ("Basic Matching Contributions").
(b) Discretionary Matching Contributions. In addition to Basic Matching
------------------------------------
Contributions, the Company may make discretionary Matching
Contributions in such amounts, and at such times, if any, as shall be
determined in its sole discretion by the Board or its delegate
("Discretionary Matching Contributions"). Discretionary Matching
Contributions, if any, shall be allocated as a specified percentage of
the amount of Pretax Deferrals made during the Plan Year on behalf of
Participants who are employed by the Company or an Affiliate on the
last day of the Plan Year, or who have died, retired, or incurred a
Disability during the Plan Year. For purposes of this subsection (b),
a Participant will be
- 2 -
<PAGE>
treated as having retired during the Plan Year if the Participant has
a Separation from Service upon or after becoming eligible for normal
or early retirement benefits under The First American Financial
Corporation Pension Plan.
4. Plan section 5.3, relating to transfer and crediting of Matching
Contributions, is amended in its entirety to read as follows:
5.3 Transfer and Crediting of Matching Contributions. Matching
------------------------------------------------
Contributions shall be transferred to the Trust Fund in accordance
with procedures established by the Committee, but in no event later
than the due date (including extensions) for filing the Company's
federal income tax return for the taxable year in which ends the Plan
Year to which the Matching Contribution relates. Basic Matching
Contributions shall be credited to the Participant's Matching Account
as of the date for which the Pretax Deferrals are credited.
Discretionary Matching Contributions shall be credited as of the last
day of the Plan Year for which they are made. However, no Matching
Contributions shall be eligible to share in investment results until
received by the Trust Fund.
5. Except as amended above, the Plan as in effect prior to this amendment
shall continue unchanged.
IN WITNESS WHEREOF, The First American Financial Corporation has caused its
duly authorized officers to execute this Plan amendment on this 27th day of
November , 1996.
THE FIRST AMERICAN FINANCIAL CORPORATION
By /s/ Parker S. Kennedy
------------------------------------
Its President
------------------------------------
By /s/ Mark R. Arnesen
------------------------------------
Its Secretary
------------------------------------
- 3 -
<PAGE>
EXHIBIT 23.3
[LETTERHEAD OF THE FIRST AMERICAN FINANCIAL CORPORATION]
December 27, 1996
The First American Financial Corporation
114 East Fifth Street
Santa Ana, CA 92701
Ladies and Gentlemen:
I consent to the use of my opinion dated November 14, 1994, as an exhibit
to the registration statement on Form S-8 filed by The First American Financial
Corporation, a California corporation, with the Securities and Exchange
Commission as Registration No. 33-86398 (the "Registration Statement"), as
amended by Post-Effective Amendment No. 1 to the Registration Statement.
/s/ MARK R ARNESEN
Mark R Arnesen
Vice President, Secretary
and Corporate Counsel
MRA:jrl
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of The First
American Financial Corporation, a California corporation (the "Corporation"),
hereby constitutes and appoints Parker S. Kennedy and Mark R Arnesen, and each
of them, the true and lawful agents and attorneys-in-fact of the undersigned
with full power and authority in said agents and attorneys-in-fact, and in
either or both of them, to sign for the undersigned and in his name as Director
of the Corporation the Registration Statement no. 33-86398 on Form S-8 filed
with the Securities and Exchange Commission, Washington, D.C., under the
Securities Act of 1933, as amended, and any amendment or amendments to such
Registration Statement, relating to the Common stock, par value $1.00 per share,
of the Corporation to be offered under The First American Financial Corporation
401(k) Savings Plan, and the interests in said plan to be offered thereunder,
and the undersigned ratifies and confirms all acts taken by such agents and
attorneys-in-fact, or either or both of them, as herein authorized.
Date: October 23, 1996 By /s/ GARY J. BEBAN
---------------------------
Gary J. Beban
