-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BOec+MuX1jzU9ovoYrjU22WQ7KjO4fLeaEvfvKABAf2n5d2qmhKI3cNXKdqlh4/w A4WXJlyeqNKYbwt00jy6EQ== 0001193125-06-062932.txt : 20060324 0001193125-06-062932.hdr.sgml : 20060324 20060324161809 ACCESSION NUMBER: 0001193125-06-062932 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060323 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20060324 DATE AS OF CHANGE: 20060324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST AMERICAN CORP CENTRAL INDEX KEY: 0000036047 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 951068610 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13585 FILM NUMBER: 06709531 BUSINESS ADDRESS: STREET 1: 1 FIRST AMERICAN WAY CITY: SANTA ANA STATE: CA ZIP: 92707 BUSINESS PHONE: 714-800-3000 MAIL ADDRESS: STREET 1: 1 FIRST AMERICAN WAY CITY: SANTA ANA STATE: CA ZIP: 92707 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN FINANCIAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN TITLE INSURANCE & TRUST C DATE OF NAME CHANGE: 19690515 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act Of 1934

 

Date of report (Date of earliest event reported) March 23, 2006

THE FIRST AMERICAN CORPORATION

(Exact Name of the Registrant as Specified in Charter)

 

California   001-13585   95-1068610

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(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) 800-3000

Not Applicable.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4©)

 

Item 7.01 Regulation FD Disclosure

On March 23, 2006, the Company’s publicly traded subsidiary, First Advantage Corporation (“First Advantage”), issued an additional 1,650,455 shares of its Class B common stock to FADV Holdings LLC, a subsidiary of the Company that was formed for the purpose of holding the Company’s interest in First Advantage. The issuance of the Class B common stock was in accordance with the agreements entered into with First Advantage in connection with the Company’s contribution of its Credit Information Group (“CIG”) to First Advantage during the third quarter of 2005. Such contribution included the Company’s minority interest in DealerTrack Holdings, Inc. (“DealerTrack”). Pursuant to those agreements, First Advantage agreed to issue additional shares of Class B common stock to FADV Holdings LLC in the event that DealerTrack should consummate an initial public offering of its stock within a certain timeframe following the CIG contribution if the value of the contributed minority interest in DealerTrack, as determined by such initial public offering, exceeded $50 million. The initial public offering was completed by DealerTrack within the required timeframe, resulting in the required issuance of the 1,650,455 shares of First Advantage Class B common stock.

The information in this current report is being “furnished” in accordance with General Instruction B.2 of Form 8-K. As such, this information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act and is not incorporated by reference into any filings with the SEC unless it shall be explicitly so incorporated in such filings.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

     

THE FIRST AMERICAN CORPORATION

Date: March 24, 2006

    

By:

  

/s/ Kenneth D. DeGiorgio

       

Name:

  

Kenneth D. DeGiorgio

       

Title:

  

Senior Vice President

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