<PAGE>
As filed with the Securities and Exchange Commission on August 5, 1997
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
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 office)
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THE FIRST AMERICAN FINANCIAL CORPORATION 401(k) SAVINGS PLAN
(Full title of the plan)
---------------
Mark R Arnesen, Esq. (Copy to)
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)
---------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================
Proposed
Amount Proposed maximum
to be maximum aggregate Amount of
Title of securities registered(1) offering price offering registration
to be registered(1) per share(2) price(2) fee(2)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $1.00 par value 500,000 shares $41.3125 $20,656,250 $6,259.47
========================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Act, based on the average of the high
and low prices of the Common stock registered on the New York Stock
Exchange as of August 4, 1997.
===============================================================================
<PAGE>
The Registrant hereby incorporates by reference herein the contents of its
Registration Statement on Form S-8, Registration No. 33-86398, as amended by
Post-Effective Amendment No. 1 thereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
4 Amendment No. 2 to The First American Financial Corporation
401(k) Savings Plan.
5.1 Opinion of Mark R Arnesen, Esq., Corporate Counsel and
Secretary, regarding legality.
5.2 Internal Revenue Service determination letter.
23.1 Consent of Price Waterhouse.
23.2 Consent of Mark R Arnesen, Esq. (contained in Exhibit 5.1).
-2-
<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Ana, State of California, on July 30, 1997.
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
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Date: July 30, 1997 By: /s/ D. P. Kennedy
----------------------
D.P. Kennedy, Chairman
and Director
Date: July 30, 1997 By: /s/ Parker S. Kennedy
----------------------------
Parker S. Kennedy, President
and Director
Date: July 30, 1997 By: /s/ Thomas A. Klemens
----------------------------
Thomas A. Klemens, Executive
Vice President, Chief Financial Officer
(Principal Financial and
Accounting Officer)
-3-
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Date: July 30, 1997 By: /s/ George L. Argyros*
-------------------------------
George L. Argyros, Director
Date: July 30, 1997 By: /s/ J. David Chatham*
-------------------------------
J. David Chatham, Director
Date: July 30, 1997 By: /s/ William G. Davis*
-------------------------------
William G. Davis, Director
Date: July 30, 1997 By: /s/ James L. Doti*
-------------------------------
James L. Doti, Director
Date: July 30, 1997 By: /s/ Lewis W. Douglas, Jr.*
-------------------------------
Lewis W. Douglas, Jr., Director
Date: July 30, 1997 By: /s/ Paul B. Fay, Jr.*
-------------------------------
Paul B. Fay, Jr., Director
Date: July 30, 1997 By: /s/ Robert B. McLain*
-------------------------------
Robert B. McLain, Director
Date: July 30, 1997 By: /s/ Anthony R. Moiso*
-------------------------------
Anthony R. Moiso, Director
Date: July 30, 1997 By: /s/ Rudolph J. Munzer*
-------------------------------
Rudolph J. Munzer, Director
Date: July 30, 1997 By: /s/ Frank E. O'Bryan*
-------------------------------
Frank E. O'Bryan, Director
Date: July 30, 1997 By: /s/ Roslyn B. Payne*
-------------------------------
Roslyn B. Payne, Director
Date: July 30, 1997 By: /s/ Virginia Ueberroth*
-------------------------------
Virginia Ueberroth, Director
*By: /s/ Mark R Arnesen
--------------------
Mark R Arnesen
Attorney-in-Fact
-4-
<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 Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Santa Ana,
State of California, on July 30, 1997.
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)
-5-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<C> <S>
4 Amendment No. 2 to The First American Financial Corporation
401(k) Savings Plan.
5.1 Opinion of Mark R Arnesen, Esq., Corporate Counsel and
Secretary, regarding legality.
5.2 Internal Revenue Service determination letter.
23.1 Consent of Price Waterhouse.
23.2 Consent of Mark R Arnesen, Esq. (Contained in Exhibit 5.1).
</TABLE>
-6-
<PAGE>
Exhibit 4
AMENDMENT NO. 2
TO
THE FIRST AMERICAN FINANCIAL CORPORATION
401(k) SAVINGS PLAN
In response to the IRS requests for amendments to The First American
Financial Corporation 401(k) Savings Plan (Effective as of January 1, 1995)
(hereinafter referred to as the "Plan") in connection with the determination
letter application on the Plan's initial qualification, the following
amendments are made to the Plan. These amendments are effective as of
January 1, 1995.
1. The lead-in to the first sentence of Plan section 2.1(q), relating to
the definition of "Highly Compensated Employee," is amended to read as
follows:
(q) "Highly Compensated Employee" means an Employee described in
---------------------------
Code section 414(q) and includes any Employee of the Company or an
Affiliate who, during the determination year, which is the Plan Year for
which the determination of Highly Compensated Employees is being made,
or during the look-back year, which is the 12-month period immediately
preceding the determination year:
2. Plan section 4.7, relating to refunds of excess Pretax Deferrals, is
amended by deleting the last sentence in the third paragraph and by
inserting a new fourth paragraph before the existing fourth paragraph to
read as follows:
Excess Pretax Deferrals distributed under Plan section 4.7 for any
Plan Year shall be reduced by the excess Pretax Deferrals previously
distributed under Plan section 4.2 for the taxable year of the
Participant that ends in the same Plan Year. Similarly, excess Pretax
Deferrals distributed under Plan section 4.2 for the Participant's
taxable year shall be reduced by the excess Pretax Deferrals previously
distributed under this Plan section 4.7 for the Plan Year beginning in
the same taxable year of the Participant.
3. Plan section 5.2, relating to overall conditions on Matching
Contributions, is amended in its entirety to read as follows:
5.2 Overall Conditions on Matching Contributions.
--------------------------------------------
Notwithstanding any Plan provision to the contrary, any Matching
Contribution (including any investment gain attributable thereto) which
relates to an excess Pretax Deferral under Plan section 4.2 shall be
forfeited and any Matching Contribution (including any investment gain
attributable thereto) which relates to an excess Pretax Deferral under
Plan section 4.6 shall be forfeited (if forfeitable) or distributed.
These corrective steps shall be taken within 12 months after the end of
the Plan Year to which such Matching Contributions relate. The
forfeited or distributed amounts shall not be treated as a Matching
Contribution with respect to the Participant for the Plan Year.
4. Except as amended above, the Plan as in effect prior to this amendment
shall continue unchanged.
-7-
<PAGE>
IN WITNESS WHEREOF, the First American Financial Corporation has caused its
duly authorized officers to execute this Plan amendment on this 13th day of
May, 1997.
THE FIRST AMERICAN FINANCIAL CORPORATION
By /s/ Parker S. Kennedy
---------------------
Its President
---------------------
By /s/ Mark R Arnesen
---------------------
Its Secretary
---------------------
-8-
<PAGE>
Exhibit 5.1
[Letterhead of The First American Financial Corporation]
The First American Financial Corporation August 5, 1997
114 East Fifth Street
Santa Ana, CA 92701
Ladies and Gentlemen:
I am corporate counsel of The First American Financial Corporation, a
California corporation (the "Company"), and am familiar with the proceedings
and documents relating to (i) the proposed registration by the Company on
Form S-8 Registration Statement (the "Registration Statement"), to be filed
by the Company with the Securities and Exchange Commission, of (a) 500,000
shares of Common stock, $1.00 par value, of the Company (the "Shares"), to be
issued and sold under the Company's 401(k) Savings Plan as amended through
the date hereof (the "Plan") and (b) the interests in the Plan to be issued
to those employees of the Company and its subsidiaries who are eligible, and
elect, to participate in the Plan (the "Interests").
For purposes of rendering this opinion, I have examined originals or
photostatic or certified copies of such corporate records, agreements and
other documents of the Company as I have deemed relevant and necessary as a
basis for the opinion hereinafter set forth.
Based on the foregoing, I am of the opinion that the Shares, when issued
in accordance with the terms and conditions set forth in the Plan and the
Registration Statement, will be duly authorized, validly issued, fully paid
and nonassessable, and that the Interests, when issued in accordance with the
terms and conditions set forth in the Plan and the Registration Statement,
will be validly issued.
I consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Mark R Arnesen
Vice President, Secretary
Corporate Counsel
MRA:sk
-9-
<PAGE>
Exhibit 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
2 CUPANIA CIRCLE
MONTEREY PARK, CA 91755
Employer Identification Number:
95-1068610
Date: Feb 11 1997 File Folder Number
331012231
FIRST AMERICAN FINANCIAL CORPORATION Person to Contact:
114 EAST FIFTH STREET MARGARET LEUNG
SANTA ANA, CA 92701 Contact Telephone Number:
(213) 725-0905
Plan Name:
THE FIRST AMERICAN FINANCIAL CORP.
401 (K) SAVINGS PLAN
Plan Number: 003
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated 12-23-96. The proposed amendments should be
adopted on or before the date prescribed by the regulations under Code section
401(b).
This determination letter is applicable for the amendment(s) adopted on
11-27-96.
This determination letter is applicable for the plan adopted on 11-14-94.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of section
1.401(a) (4)-1(b) (2) of the regulations on the basis of a design-based safe
harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
Letter 835 (DO/CG)
-10-
<PAGE>
-2-
FIRST AMERICAN FINANCIAL
letter.
This plan satisfies the nondiscriminatory current availability requirements
of section 1.401(a) (4)-4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group consists of those
employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ STEVEN A. JENSEN
Steven A. Jensen
District Director
Enclosure(s):
Publication 794
Addendum
Letter 835 (DO/CG)
-11-
<PAGE>
-3-
FIRST AMERICAN FINANCIAL
This plan also satisfies the requirements of Code section 401(k).
This plan does not provide for contributions on behalf of participants with less
than one thousand hours of service during the plan year and/or does not provide
for contributions on behalf of participants not employed on the last day of the
plan year. The provision(s) may, in operation, cause this plan to fail the
coverage requirements of IRC 410(b) and/or the participation requirements of
IRC 401(a)(26). If this discrimination occurs, this plan will not remain
qualified.
This letter may not be relied upon with respect to any provisions of the Small
Business Jobs Protection Act of 1996.
Letter 835 (DO/CG)
-12-
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 11, 1997, appearing on
page 21 of The First American Financial Corporation's Annual Report on Form
10-K for the year ended December 31, 1996.
/s/ Price Waterhouse LLP
Costa Mesa, California
July 30, 1997
-13-
