-----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, GrlrhO0MBbrQ433nxYjd4s9s1rh5qVhKDvKXthU+K6HLe5uudNfI/a8PVWVWfK4e pwaWiPWcmIC5WvxgtrgQMg== 0001193125-10-094652.txt : 20100427 0001193125-10-094652.hdr.sgml : 20100427 20100427142455 ACCESSION NUMBER: 0001193125-10-094652 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100427 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100427 DATE AS OF CHANGE: 20100427 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: 10772959 BUSINESS ADDRESS: STREET 1: 1 FIRST AMERICAN WAY CITY: SANTA ANA STATE: CA ZIP: 92707 BUSINESS PHONE: 714-250-3000 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) April 27, 2010

 

 

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) 250-3000

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(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 7.01. Regulation FD Disclosure.

On April 27, 2010, the Board of Directors of The First American Corporation (the “Company”) approved an amendment to the Bylaws of CoreLogic, Inc. (“CoreLogic”), the new Delaware corporation that will be the successor to the Company if the Company’s shareholders approve the Company’s reincorporating under the laws of the State of Delaware, as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission and mailed to shareholders on April 13, 2010. The amendment to Section 9.1 of the Bylaws below would be effective immediately following the adoption of the Bylaws in connection with the reincorporation, and clarifies that the majority voting provision of the Bylaws may not be amended or repealed without stockholder approval.

Prior to the amendment, the first sentence of Section 9.1 of CoreLogic’s Bylaws reads as follows:

“In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal these Bylaws.”

As amended, the first sentence of Section 9.1 of the Bylaws will read as follows:

“In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal these Bylaws, except that the portion of the second sentence of Section 3.2 providing that directors shall be elected by the vote of the majority of the votes cast at the stockholders’ annual meeting with respect to the director nominee may only be amended or repealed by the affirmative vote or written consent of the holders of at least a majority in voting power of the issued and outstanding stock entitled to vote.”

The relevant portion of the Bylaws, as amended by the Board, is shown in its entirety on Exhibit 99.1 hereto, with deletions indicated by strike-outs and additions indicated by underlining.

The information in this current report, including the exhibit hereto, 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.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.

  

Description

99.1

   Amendment to CoreLogic, Inc. Bylaws

 

2


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: April 27, 2010     By:  

/s/ Kenneth D. DeGiorgio

    Name:   Kenneth D. DeGiorgio
    Title:   Senior Vice President and General Counsel

 

3

EX-99.1 2 dex991.htm AMENDMENT TO CORELOGIC, INC. BYLAWS Amendment to CoreLogic, Inc. Bylaws

Exhibit 99.1

ARTICLE IX

AMENDMENTS

Section 9.1 Amendments. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal these Bylaws, except that the portion of the second sentence of Section 3.2 providing that directors shall be elected by the vote of the majority of the votes cast at the stockholders’ annual meeting with respect to the director nominee may only be amended or repealed by the affirmative vote or written consent of the holders of at least a majority in voting power of the issued and outstanding stock entitled to vote. In addition to any requirements of law and any other provision of these Bylaws or the Certificate of Incorporation, and notwithstanding any other provision of these Bylaws, the Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, the affirmative vote of the holders of at least a majority in voting power of the issued and outstanding stock entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to amend or repeal, or adopt any provision inconsistent with, any provision of these Bylaws.

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