UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
FIRST AMERICAN CORPORATION
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
318522307
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(CUSIP Number)
March 11, 2008
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Continued on following pages
Page 1 of 9 Pages
Exhibit Index: Page 8
Page 2 of 9 Pages
.......... ......................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
GLENVIEW CAPITAL MANAGEMENT, LLC
.......... ......................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
.......... ......................................................................
3. SEC Use Only
.......... ......................................................................
4. Citizenship or Place of Organization
Delaware
...................... ........ .................................................
Number of 5. Sole Voting Power None
Shares ........ .................................................
Beneficially 6. Shared Voting Power 6,896,472
Owned by Each ........ .................................................
Reporting 7. Sole Dispositive Power None
Person With ........ .................................................
8. Shared Dispositive Power 6,896,472
.......... ......................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,896,472
.......... ......................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
.......... ......................................................................
11. Percent of Class Represented by Amount in Row (9)
7.50% based on 92,004,175 shares outstanding as of February 22, 2008
.......... ......................................................................
12. Type of Reporting Person:
OO
Page 3 of 9 Pages
.......... ......................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
LAWRENCE M. ROBBINS
.......... ......................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
.......... ......................................................................
3. SEC Use Only
.......... ......................................................................
4. Citizenship or Place of Organization
United States of America
...................... ........ .................................................
Number of 5. Sole Voting Power None
Shares ........ .................................................
Beneficially 6. Shared Voting Power 6,896,472
Owned by Each ........ .................................................
Reporting 7. Sole Dispositive Power None
Person With ........ .................................................
8. Shared Dispositive Power 6,896,472
.......... ......................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,896,472
.......... ......................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
.......... ......................................................................
11. Percent of Class Represented by Amount in Row (9)
7.50% based on 92,004,175 shares outstanding as of February 22, 2008
.......... ......................................................................
12. Type of Reporting Person:
IN
Page 4 of 9 Pages
Item 1(a). Name of Issuer:
First American Corporation (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
1 First American Way, Santa Ana, CA 92707.
Item 2(a). Name of Person Filing
This Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Glenview Capital Management, LLC ("Glenview Capital
Management");
ii) Lawrence M. Robbins ("Mr. Robbins").
This Statement relates to Shares (as defined herein) held
for the accounts of Glenview Capital Partners, L.P., a Delaware limited
partnership ("Glenview Capital Partners"), Glenview Capital Master Fund, Ltd.,
a Cayman Islands exempted company ("Glenview Capital Master Fund"), Glenview
Institutional Partners, L.P., a Delaware limited partnership ("Glenview
Institutional Partners"), GCM Little Arbor Master Fund, Ltd., a Cayman Islands
exempted company ("GCM Little Arbor Master Fund"), GCM Little Arbor
Institutional Partners, L.P., a Delaware limited partnership ("GCM Little
Arbor Institutional Partners"), GCM Little Arbor Partners, L.P., a Delaware
limited partnership ("GCM Little Arbor Partners"), GCM Opportunity Fund, L.P.,
a Delaware limited partnership ("GCM Opportunity Fund"), Glenview Capital
Opportunity Fund, L.P., a Delaware limited partnership ("Glenview Capital
Opportunity Fund") and Glenview Offshore Opportunity Master Fund, Ltd., a
Cayman Islands exempted company ("Glenview Offshore Opportunity Master Fund").
Glenview Capital Management serves as investment manager to
each of Glenview Capital Partners, Glenview Capital Master Fund, Glenview
Institutional Partners, GCM Little Arbor Master Fund, GCM Little Arbor
Institutional Partners, GCM Little Arbor Partners, GCM Opportunity Fund,
Glenview Capital Opportunity Fund and Glenview Offshore Opportunity Master
Fund. In such capacity, Glenview Capital Management may be deemed to have
voting and dispositive power over the Shares held for such accounts. Mr.
Robbins is the Chief Executive Officer of Glenview Capital Management.
Page 5 of 9 Pages
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of
Glenview Capital Management and Mr. Robbins is 767 Fifth Avenue, 44th Floor,
New York, New York 10153.
Item 2(c). Citizenship:
i) Glenview Capital Management is a Delaware limited
liability company;
ii) Mr. Robbins is a citizen of the United States of
America.
Item 2(d). Title of Class of Securities:
Common Stock (the "Shares")
Item 2(e). CUSIP Number:
318522307
Item 3. If This Statement is Filed Pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a). Amount Beneficially Owned:
As of March 21, 2008, each of Glenview Capital Management
and Mr. Robbins may be deemed to be the beneficial owner of 6,896,472 Shares.
This amount consists of: (A) 236,300 Shares held for the account of Glenview
Capital Partners; (B) 3,891,072 Shares held for the account of Glenview
Capital Master Fund; (C) 1,587,600 Shares held for the account of Glenview
Institutional Partners; (D) 423,230 Shares held for the account of GCM Little
Arbor Master Fund; (E) 73,910 Shares held for the account of GCM Little Arbor
Institutional Partners; (F) 5,260 Shares held for the account of GCM Little
Arbor Partners; (G) 9,600 Shares held for the account of GCM Opportunity Fund;
(H) 374,500 Shares held for the account of Glenview Capital Opportunity Fund
and (I) 295,000 Shares held for the account of Glenview Offshore Opportunity
Master Fund.
Item 4(b). Percent of Class:
The number of Shares of which each of Glenview Capital
Management and Mr. Robbins may be deemed to be the beneficial owner
constitutes approximately 7.50% of the total number of Shares outstanding
(based upon information provided by the Issuer in its most recently-filed
annual report on Form 10-K, there were 92,004,175 shares outstanding as of
February 22, 2008).
Page 6 of 9 Pages
Item 4(c). Number of Shares of which such person has:
Glenview Capital Management and Mr. Robbins:
--------------------------------------------
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 6,896,472
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 6,896,472
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company:
See disclosure in Item 2 hereof.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each of the Reporting Persons certifies
that, to the best of their knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
Page 7 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: March 21, 2008 GLENVIEW CAPITAL MANAGEMENT, LLC
By: /s/ Lawrence M. Robbins
--------------------------------
Name: Lawrence M. Robbins
Title: Chief Executive Officer
Date: March 21, 2008 LAWRENCE M. ROBBINS
/s/ Lawrence M. Robbins
Page 8 of 9 Pages
EXHIBIT INDEX
Ex. Page No.
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A Joint Filing Agreement, dated March 21, 2008 by and among
Glenview Capital Management, LLC and Lawrence M. Robbins.... 9
Page 9 of 9 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of FAF Corporation dated as of March 21, 2008 is,
and any amendments thereto (including amendments on Schedule 13D) signed by
each of the undersigned shall be, filed on behalf of each of us pursuant to
and in accordance with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended.
Date: March 21, 2008 GLENVIEW CAPITAL MANAGEMENT, LLC
By: /s/ Lawrence M. Robbins
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Name: Lawrence M. Robbins
Title: Chief Executive Officer
Date: March 21, 2008 LAWRENCE M. ROBBINS
/s/ Lawrence M. Robbins
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