UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AMERICAN NATIONAL FINANCIAL, INC. (Exact name of registrant as specified in it charter) California 33-0731648 ----------------------- ----------------- (State of incorporation (I.R.S. Employer or organization) Identification No.) 17911 Von Karman, Suite 200, Irvine, California 92614 - ----------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. / / If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. / / Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registere each class is to be registered None Not Applicable ----------------- ----------------------------- Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, no par value --------------------------- (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. This registration statement relates to the registration with the Securities and Exchange Commission of shares of common stock, no par value (the "Common Stock"), of American National Financial, Inc. (the "Registrant"). The description of the Common Stock to be registered hereunder is contained in the section entitled "Description of Capital Stock," commencing at page 46 of the Registrant's Registration Statement on Form S-1 (No. 333-62353) as filed with the Securities and Exchange Commission on August 27, 1998, and as amended from time to time, and such description is incorporated herein by this reference. ITEM 2. EXHIBITS. Exhibit Number Description ------- ------------ 3.1 Amended and Restated Articles of Incorporation of the Registrant.* 3.2 Bylaws of the Registrant, as amended.* 4.1 Specimen Common Stock Certificate.* ______________ * Incorporated by reference to the similarly numbered exhibit to the Registrant's Registration Statement on Form S-1 (No. 333-62353) filed with the Securities and Exchange Commission on August 27, 1998, as amended from time to time. -2- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. Dated: October 13, 1998 AMERICAN NATIONAL FINANCIAL, INC. By: /s/ MICHAEL C. LOWTHER ------------------------------------------- Michael C. Lowther, Chief Executive Officer -3-