-----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, MVRL3RpkKovuvbuNubtRfnsXXpQ8dXJ2GcR/jfvt48b9c20Oi0uexO9PxF1FymHH mM5jYsB/PBweEf9r52UX6g== 0000909518-00-000236.txt : 20000404 0000909518-00-000236.hdr.sgml : 20000404 ACCESSION NUMBER: 0000909518-00-000236 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000403 GROUP MEMBERS: 330 MAD. PARENT CORP. GROUP MEMBERS: BALDWIN ENTERPRISES, INC. GROUP MEMBERS: LEUCADIA NATIONAL CORP GROUP MEMBERS: PHLCORP, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY NATIONAL FINANCIAL INC /DE/ CENTRAL INDEX KEY: 0000809398 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 860498599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39215 FILM NUMBER: 592352 BUSINESS ADDRESS: STREET 1: 17911 VON KARMAN AVE STREET 2: STE 300 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9496225000 MAIL ADDRESS: STREET 1: MLISS JONES KANE STREET 2: 17911 VON KARMAN AVE STE 300 CITY: IRVINE STATE: CA ZIP: 92614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEUCADIA NATIONAL CORP CENTRAL INDEX KEY: 0000096223 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132615557 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 315 PARK AVE S CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2124601900 MAIL ADDRESS: STREET 1: 315 PARK AVENUE SOUTH CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: TALCOTT NATIONAL CORP DATE OF NAME CHANGE: 19800603 SC 13D/A 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 1) FIDELITY NATIONAL FINANCIAL, INC. (Name of Issuer) COMMON STOCK, $1.00 PAR VALUE 316326 10 7 (Title of class of securities) (CUSIP number) JOSEPH A. ORLANDO LEUCADIA NATIONAL CORPORATION 315 PARK AVENUE SOUTH NEW YORK, NEW YORK 10010 (212) 460-1932 (Name, address and telephone number of person authorized to receive notices and communications) MARCH 31, 2000 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. (Continued on following pages) (Page 1 of 11 pages) ================================================================================ NY2:\894947\02\J6JN02!.DOC\76830.0240
- ---------------------------------------------------------------------------------- -------------------------------- CUSIP No. 316326 10 7 13D - ---------------------------------------------------------------------------------- -------------------------------- - ---------------------- ----------------------------------------------------------- ----------------------------------------------- 1 NAME OF REPORTING PERSON: Leucadia National Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - ---------------------- ----------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [_] - ---------------------- ----------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------- ------------------------------------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS: N/A - ---------------------- ----------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - ---------------------- ----------------------------------------------------------- ----------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York - ----------------------------------- -------- ---------------------------------------------------- -------------------------------- NUMBER OF 7 SOLE VOTING POWER: None SHARES -------- ---------------------------------------------------- -------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 4,222,124(1) shares OWNED BY -------- ---------------------------------------------------- -------------------------------- EACH 9 SOLE DISPOSITIVE POWER: None REPORTING -------- ---------------------------------------------------- -------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,222,124(1) shares - ---------------------- -------------------------------------------------------------------------- -------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 4,222,124(1) shares - ---------------------- ----------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: See Note 1 below [X] - ---------------------- ----------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.41% - ---------------------- ----------------------------------------------------------- ----------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - ---------------------- ----------------------------------------------------------- ----------------------------------------------- 1. Does not include an aggregate of 1,499,704 shares of Common Stock that are subject to purchase pursuant to Stock Purchase Agreements entered into on March 31, 2000. 2 - ---------------------------------------------------------------------------------- -------------------------------- CUSIP No. 316326 10 7 13D - ---------------------------------------------------------------------------------- -------------------------------- - ---------------------- ----------------------------------------------------------- ----------------------------------------------- 1 NAME OF REPORTING PERSON: Phlcorp, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - ---------------------- ----------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [_] - ---------------------- ----------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------- ------------------------------------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS: N/A - ---------------------- ----------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - ---------------------- ----------------------------------------------------------- ----------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Pennsylvania - ----------------------------------- -------- ---------------------------------------------------- -------------------------------- NUMBER OF 7 SOLE VOTING POWER: None SHARES -------- ---------------------------------------------------- -------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 4,222,124(1) shares OWNED BY -------- ---------------------------------------------------- -------------------------------- EACH 9 SOLE DISPOSITIVE POWER: None REPORTING -------- ---------------------------------------------------- -------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,222,124(1) shares - ---------------------- -------------------------------------------------------------------------- -------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 4,222,124(1) shares - ---------------------- ----------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X] - See Note 1 below - ---------------------- ----------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.41% - ---------------------- ----------------------------------------------------------- ----------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - ---------------------- ----------------------------------------------------------- ----------------------------------------------- 1. Does not include an aggregate of 1,499,704 shares of Common Stock that are subject to purchase pursuant to Stock Purchase Agreements dated as of March 31, 2000. 3 - ---------------------------------------------------------------------------------- -------------------------------- CUSIP No. 316326 10 7 13D - ---------------------------------------------------------------------------------- -------------------------------- - ---------------------- ----------------------------------------------------------- ----------------------------------------------- 1 NAME OF REPORTING PERSON: 330 MAD. PARENT CORP. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - ---------------------- ----------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [_] - ---------------------- ----------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------- ------------------------------------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS: N/A - ---------------------- ----------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - ---------------------- ----------------------------------------------------------- ----------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ----------------------------------- -------- ---------------------------------------------------- -------------------------------- NUMBER OF 7 SOLE VOTING POWER: None SHARES -------- ---------------------------------------------------- -------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 4,222,124(1) shares OWNED BY -------- ---------------------------------------------------- -------------------------------- EACH 9 SOLE DISPOSITIVE POWER: None REPORTING -------- ---------------------------------------------------- -------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,222,124(1) shares - ---------------------- -------------------------------------------------------------------------- -------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 4,222,124(1) shares - ---------------------- ----------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X] - See Note 1 - ---------------------- ----------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.41% - ---------------------- ----------------------------------------------------------- ----------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - ---------------------- ----------------------------------------------------------- ----------------------------------------------- 1. Does not include an aggregate of 1,499,704 shares of Common Stock that are subject to purchase pursuant to Stock Purchase Agreements dated as of March 31, 2000. 4 - ---------------------------------------------------------------------------------- -------------------------------- CUSIP No. 316326 10 7 13D - ---------------------------------------------------------------------------------- -------------------------------- - ---------------------- ----------------------------------------------------------- ----------------------------------------------- 1 NAME OF REPORTING PERSON: Baldwin Enterprises, Inc.. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - ---------------------- ----------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [_] - ---------------------- ----------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------- ------------------------------------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS: WC - ---------------------- ----------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - ---------------------- ----------------------------------------------------------- ----------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Colorado - ----------------------------------- -------- ---------------------------------------------------- -------------------------------- NUMBER OF 7 SOLE VOTING POWER: None SHARES -------- ---------------------------------------------------- -------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 4,222,124(1) shares OWNED BY -------- ---------------------------------------------------- -------------------------------- EACH 9 SOLE DISPOSITIVE POWER: None REPORTING -------- ---------------------------------------------------- -------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,222,124(1) shares - ---------------------- -------------------------------------------------------------------------- -------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 4,222,124(1) shares - ---------------------- ----------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X] - See Note 1 - ---------------------- ----------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.41% - ---------------------- ----------------------------------------------------------- ----------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - ---------------------- ----------------------------------------------------------- ----------------------------------------------- 1. Does not include an aggregate of 1,499,704 shares of Common Stock that are subject to purchase pursuant to Stock Purchase Agreements dated as of March 31, 2000. 5 - ---------------------------------------------------------------------------------- -------------------------------- CUSIP No. 316326 10 7 13D - ---------------------------------------------------------------------------------- -------------------------------- - ---------------------- ----------------------------------------------------------- ----------------------------------------------- 1 NAME OF REPORTING PERSON: Bellpet, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - ---------------------- ----------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [_] - ---------------------- ----------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------- ------------------------------------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS: AF - ---------------------- ----------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - ---------------------- ----------------------------------------------------------- ----------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ----------------------------------- -------- ---------------------------------------------------- -------------------------------- NUMBER OF 7 SOLE VOTING POWER: None SHARES -------- ---------------------------------------------------- -------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 2,986,963(1) shares OWNED BY -------- ---------------------------------------------------- -------------------------------- EACH 9 SOLE DISPOSITIVE POWER: None REPORTING -------- ---------------------------------------------------- -------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,986,963(1) shares - ---------------------- -------------------------------------------------------------------------- -------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 2,986,963(1) shares - ---------------------- ----------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X] - See Note 1 - ---------------------- ----------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.53% - ---------------------- ----------------------------------------------------------- ----------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - ---------------------- ----------------------------------------------------------- -----------------------------------------------
1. Does not include an aggregate of 1,499,704 shares of Common Stock that are subject to purchase pursuant to Stock Purchase Agreements dated as of March 31, 2000. 6 Item 1. Security and Issuer. This Statement constitutes Amendment No. 1 to the Statement on Schedule 13D (as amended, the "Schedule 13D") with the Securities and Exchange Commission by Leucadia National Corporation ("Leucadia") and its subsidiaries, Phlcorp, Inc. ("Phlcorp"), 330 MAD. PARENT CORP. ("330 Mad. Parent"), Baldwin Enterprises, Inc. ("BEI") and Bellpet, Inc. ("Bellpet") (collectively, the "Reporting Persons") with respect to the common stock, $.0001 par value per share, (the "Common Stock"), of Fidelity National Financial, Inc., a Delaware corporation (the "Company"). All capitalized terms used in this Agreement No. 1 without definition have the meanings ascribed to them in the Schedule 13D. The address of the principal executive office of the Company is 17911 Von Karman Avenue, Suite 300, Irvine, California 92614. Item 2. Identity and Background (a)-(c) Bellpet is a Delaware corporation. The address of its principal office is 529 East South Temple, Salt Lake City, Utah 84102. Bellpet is engaged in making investments for its own account. All of Bellpet's outstanding shares of common stock are owned by BEI. The following information with respect to each executive officer and director of Bellpet is set forth in Amendment No. 1 to Schedule A hereto: (i) name, (ii) business address, (iii) citizenship, (iv) present principal occupation or employment and (v) name of any corporation or other organization in which such employment is conducted, together with the principal business and address of any such corporation or organization other than the Reporting Persons for which such information is set forth above. (d)-(f) During the last five years, neither Bellpet nor, to its knowledge, any of the other persons identified pursuant to Paragraphs (a) through (c) of this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. To the knowledge of the Reporting Persons, each of the individuals identified pursuant to Paragraphs (a) through (c) of this Item 2 is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. The total amount of funds used by BEI to purchase the 60,000 shares of Common Stock acquired by it since the date of the original Schedule 13D was approximately $869,874 (including commissions) and was funded out of advances from Leucadia. On March 30, 2000, Bellpet acquired from Leucadia all of the shares of Common Stock that had been directly owned by Leucadia. Bellpet's acquisition of shares of Common Stock was funded out of advances from 7 Leucadia and was made through Bellpet's margin account maintained with Jefferies & Company, Inc. on such firm's usual terms and conditions. Item 5. Interest in Securities of the Issuer. (a)-(b) As of April 3, 2000, the Reporting Persons beneficially owned the following shares of Common Stock: (i) Bellpet is the direct owner of 2,986,963 shares of Common Stock, representing approximately 4.53% of the 65,910,547 shares of Common Stock reported as being outstanding on March 27, 2000, after giving effect to the Merger (the "outstanding shares of Common Stock"). (ii) BEI is the direct owner of 1,235,161 shares of Common Stock, representing approximately 1.87% of the outstanding shares of Common Stock. In addition, by virtue of its ownership of all of the shares of Bellpet, BEI is a beneficial owner of all of the shares of Common Stock owned by Bellpet. (iii) By virtue of its ownership of all of the shares of BEI, 330 Mad. Parent is a beneficial owner of all of the shares of Common Stock owned by BEI. (iv) By virtue of its ownership of all of the shares of 330 Mad. Parent, Phlcorp is a beneficial owner of all of the shares of Common Stock beneficially owned by 330 Mad. Parent. (v) By virtue of its ownership of all of the shares of Phlcorp, Leucadia is a beneficial owner of all of the shares of Common Stock owned by Phlcorp. (c) Except as set forth on Schedule B hereto or as otherwise disclosed in Item 6, none of the Reporting Persons, nor, to the best of their knowledge, any of their respective executive officers or directors has effected any transaction in any securities of the Company since the filing of the original Schedule 13D. (d) No person except for the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Statement. (e) Not applicable. The information contained in response to Item 6 of the Schedule 13D is specifically incorporated into Item 5 by reference. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as set forth below, there are no contracts, arrangements, understandings or relationships with respect to any securities of the Company (i) among (a) the Reporting Persons and, to the best of their 8 knowledge, any of the persons identified pursuant to Item 2 above and (b) any other person. On March 31, 2000, Leucadia agreed to purchase an aggregate of 1,499,704 shares of Common Stock (the "Kirby Shares") representing approximately 2.28% of the outstanding Common Stock from Allan P. Kirby, Jr. and a related trust pursuant to two Stock Purchase Agreements each dated as of March 31, 2000. The purchase price for the Kirby Shares is $15.00 per share of Common Stock. A copy of each Stock Purchase Agreement is filed herewith as an exhibit and is incorporated herein by reference. Leucadia intends to assign the Stock Purchase Agreements to one or more of the Reporting Persons. Assuming consummation of the Stock Purchase Agreements, the Reporting Persons would beneficially own an aggregate of 5,721,828 shares of Common Stock, representing approximately 8.68% of the outstanding shares of Common Stock. On March 30, 2000 the Reporting persons entered into an agreement with respect to the filing of the Schedule 13D. A copy of the agreement is filed as Exhibit 3 to this Amendment No. 1. Item 7. Material to be Filed as Exhibits. 1. Stock Purchase Agreement dated as of March 31, 2000 by and between Leucadia National Corporation and Allan P. Kirby, Jr. 2. Stock Purchase Agreement dated as of March 31, 2000 by and between Leucadia National Corporation and PNC Bank N.A. & A.P.K. Jr. Trustees Under the Will of Marion Kirby. 3. Agreement among the Reporting Persons with respect to the filing of the Schedule 13D. 9 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. Dated: April 3, 2000 LEUCADIA NATIONAL CORPORATION PHLCORP, INC. BALDWIN ENTERPRISES, INC. BY: /S/ JOSEPH A. ORLANDO ------------------------------ Name: JOSEPH A. ORLANDO Title: Vice President 330 MAD. PARENT CORP. BELLPET, INC. BY: /S/ CORINNE A. MAKI ------------------------------ Name: CORINNE A. MAKI Title: Vice President 10 EXHIBIT INDEX ------------- Exhibit No Description - -- ----------- 1. Stock Purchase Agreement dated as of March 31, 2000 by and between Leucadia National Corporation and Allan P. Kirby, Jr. 2. Stock Purchase Agreement dated as of March 31, 2000 by and between Leucadia National Corporation and PNC Bank N.A. & A.P.K. Jr. Trustees Under the Will of Marion Kirby. 3. Agreement among the Reporting Persons with respect to the filing of the Schedule 13D. 11 AMENDMENT NO. 1 TO SCHEDULE A ADDITIONAL INFORMATION CONCERNING THE REPORTING PERSONS Directors and Executive Officers of the Reporting Persons Set forth below are the name, business address, present principal occupation or employment of each director and executive officer of Bellpet. To the knowledge of such entities, each person listed below is a United States citizen. The business address of each person named below is 315 Park Avenue South, New York 10010. For purposes of this schedule, Bellpet is referred to as ("e").
Director- Principal Occupation or Name and Business Address ships Offices Employment - ------------------------- ----- ------- ---------- Joseph A. Orlando (d), (e) Vice President and Chief Vice President and Chief Financial Financial Officer of (a), Officer of (a) Vice President and Treasurer of (b), Vice President of (d) Patrick Bienvenue (c), (e) Chairman, President and President of Leucadia Financial 529 East South Temple Treasurer of (c), Vice Corporation, a subsidiary of (a) Salt Lake City, Utah 84102 President of (d) Philip M. Cannella (e) Vice President of (b) and (d) Tax Director of (a) Corinne A. Maki -- Vice President, Secretary Vice President, Treasurer and 529 East South Temple and Comptroller of (c) and Comptroller of Leucadia Financial Salt Lake City, Utah 84102 (e) Corporation, a subsidiary of (a) James N. Ward (c), (e) -- Vice President of Leucadia 529 East South Temple Financial Corporation, a Salt Lake City, Utah 84102 subsidiary of (a) Timothy C. Sentner (c), (e) -- Vice President of Leucadia c/o Conseco Direct International Corporation, a 399 Market Street subsidiary of (a) Philadelphia, Pennsylvania 19181
EX-99 2 1 Exhibit 1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of March 31, 2000 (this "Agreement"), by and between Leucadia National Corporation, a New York corporation ("Buyer"), and Allan P. Kirby, Jr. ("Seller"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Seller desires to sell 616,408 shares (the "Shares") of common stock, par value $.0001 per share, of Fidelity National Financial, Inc., a Delaware corporation ("Fidelity"), to Buyer, and Buyer desires to purchase the Shares; NOW, THEREFORE, in consideration of the premises and of the mutual covenants, provisions and agreements set forth herein, the parties hereto hereby agree as follows: 1. Purchase of the Shares. Subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, assign, transfer and deliver the Shares to Buyer and Buyer shall purchase and acquire the Shares from Seller for a cash purchase price of $15 per Share and an aggregate cash purchase price of $9,246,120 (the "Purchase Price"). Such transaction, referred to herein as the "Purchase," shall occur on April 4, 2000 (unless either the parties mutually agree that the Purchase shall occur on a different date or Seller shall have been unable to provide to Fidelity the opinion of counsel referred to in clause (iii) of the last paragraph of the letter from Seller to Fidelity dated January 7, 2000 (the "January 7 Letter"), in which case the date on which the Purchase shall occur shall be postponed until the date that Seller has been able to provide such opinion of counsel to Fidelity). Seller has separately provided to Buyer the form of opinion of counsel to be provided to Fidelity on April 3, 2000. 2. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller with respect to the Purchase of the Shares as follows: (a) Investment Experience. Buyer has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to Fidelity. Buyer is capable of evaluating the merits and risks of Buyer's investment in Fidelity and has such business and financial experience as is required to give it the capacity to protect Buyer's own interests. (b) Accredited Investor. Buyer is an "accredited investor" as that term is defined in Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect. (c) Investment. Buyer is acquiring the Shares only for investment in Buyer's own account, not as a nominee or agent and not with the view to, or for resale in connection with, any distribution thereof. Buyer understands that the sale of the Shares has not been registered under the Securities Act of 1933, as amended (the "Act"), by reason of a specific exemption from the registration provisions of the Act that depends upon, among other things, the bona fide nature of Buyer's investment intent and the accuracy of Buyer's representations as expressed herein. (d) Authority; Non-Contravention. Buyer has the full right, power and capacity to enter into this Agreement and to consummate the transactions contemplated hereby. The execution of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a breach of or default under any agreement to which Buyer is a party or by which Buyer's assets are bound. 3. Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer with respect to the Purchase of the Shares as follows: (a) Ownership of the Shares. Seller is the beneficial owner of the Shares, and at the time of the Purchase the Shares shall be free and clear of any and all liens, pledges or other encumbrances. (b) Authority; Non-Contravention. Assuming satisfaction of the requirements set forth in the January 7 Letter, (i) Seller has the full right, power and capacity to enter into this Agreement and to consummate the transactions contemplated hereby, and (ii) the execution of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a breach of or default under any agreement to which Seller is a party or by which Seller's assets are bound. 4. Brokers. Each of Buyer and Seller represents to the other that no agent, broker, investment banker, person or firm acting on behalf of it or under its authority is or will be entitled to any broker's, finder's or investment banker's fee or any other commission or similar fee directly with the transaction contemplated hereby. 5. Governing law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 6. Assignment. This Agreement is not assignable by either party, except that Buyer shall have the right to assign this Agreement to any wholly-owned subsidiary of Buyer in which case (i) the representations in Section 2 hereof shall be deemed to be made by Buyer for itself and any such assignee and (ii) Buyer shall continue to be obligated under this Agreement. 7. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto, and there are no agreements, understandings or representations between the parties hereto which are not set forth herein. This Agreement may be terminated by either party without liability to the other party in the event that the Purchase has not been completed on or 2 prior to May 1, 2000. Each of Seller and Buyer agrees to use commercially reasonable efforts to cause the Purchase to occur on or prior to May 1, 2000. 8. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall be one and the same agreement. 3 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement or caused this Agreement to be duly executed as of the day and year first above written. LEUCADIA NATIONAL CORPORATION By: /s/ Thomas E. Mara ------------------------------------ Name: Thomas E. Mara Title: EVP /s/ Allan P. Kirby, Jr. ------------------------------------ Allan P. Kirby, Jr. 4 EX-99 3 2 Exhibit 2 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of March 31, 2000 (this "Agreement"), by and between Leucadia National Corporation, a New York corporation ("Buyer"), and PNC Bank N.A. & A.P.K. Jr. Trustees Under the Will of Marian Kirby ("Seller"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Seller desires to sell 883,296 shares (the "Shares") of common stock, par value $.0001 per share, of Fidelity National Financial, Inc., a Delaware corporation ("Fidelity"), to Buyer, and Buyer desires to purchase the Shares; NOW, THEREFORE, in consideration of the premises and of the mutual covenants, provisions and agreements set forth herein, the parties hereto hereby agree as follows: 1. Purchase of the Shares. Subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, assign, transfer and deliver the Shares to Buyer and Buyer shall purchase and acquire the Shares from Seller for a cash purchase price of $15 per Share and an aggregate cash purchase price of $13,249,440 (the "Purchase Price"). Such transaction, referred to herein as the "Purchase," shall occur on April 4, 2000 (unless either the parties mutually agree that the Purchase shall occur on a different date or Allan P. Kirby, Jr. shall have been unable to provide to Fidelity the opinion of counsel referred to in clause (iii) of the last paragraph of the letter from Allan P. Kirby, Jr. to Fidelity dated January 7, 2000 (the "January 7 Letter"), in which case the date on which the Purchase shall occur shall be postponed until the date that Allan P. Kirby, Jr. has been able to provide such opinion of counsel to Fidelity). Seller has separately provided to Buyer the form of opinion of counsel to be provided to Fidelity on April 3, 2000. 2. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller with respect to the Purchase of the Shares as follows: (a) Investment Experience. Buyer has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to Fidelity. Buyer is capable of evaluating the merits and risks of Buyer's investment in Fidelity and has such business and financial experience as is required to give it the capacity to protect Buyer's own interests. (b) Accredited Investor. Buyer is an "accredited investor" as that term is defined in Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect. (c) Investment. Buyer is acquiring the Shares only for investment in Buyer's own account, not as a nominee or agent and not with the view to, or for resale in connection with, any distribution thereof. Buyer understands that the sale of the Shares has not been registered under the Securities Act of 1933, as amended (the "Act"), by reason of a specific exemption from the registration provisions of the Act that depends upon, among other things, the bona fide nature of Buyer's investment intent and the accuracy of Buyer's representations as expressed herein. (d) Authority; Non-Contravention. Buyer has the full right, power and capacity to enter into this Agreement and to consummate the transactions contemplated hereby. The execution of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a breach of or default under any agreement to which Buyer is a party or by which Buyer's assets are bound. 3. Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer with respect to the Purchase of the Shares as follows: (a) Ownership of the Shares. Seller is the beneficial owner of the Shares, and at the time of the Purchase the Shares shall be free and clear of any and all liens, pledges or other encumbrances. (b) Authority; Non-Contravention. Assuming satisfaction of the requirements set forth in the January 7 Letter, (i) Seller has the full right, power and capacity to enter into this Agreement and to consummate the transactions contemplated hereby, and (ii) the execution of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a breach of or default under any agreement to which Seller is a party or by which Seller's assets are bound. 4. Brokers. Each of Buyer and Seller represents to the other that no agent, broker, investment banker, person or firm acting on behalf of it or under its authority is or will be entitled to any broker's, finder's or investment banker's fee or any other commission or similar fee directly with the transaction contemplated hereby. 5. Governing law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 6. Assignment. This Agreement is not assignable by either party, except that Buyer shall have the right to assign this Agreement to any wholly-owned subsidiary of Buyer in which case (i) the representations in Section 2 hereof shall be deemed to be made by Buyer for itself and any such assignee and (ii) Buyer shall continue to be obligated under this Agreement. 7. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto, and there are no agreements, understandings or representations between the parties hereto which are not set forth herein. This Agreement may be terminated by either party without liability 2 to the other party in the event that the Purchase has not been completed on or prior to May 1, 2000. Each of Seller and Buyer agrees to use commercially reasonable efforts to cause the Purchase to occur on or prior to May 1, 2000. 8. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall be one and the same agreement. 3 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement or caused this Agreement to be duly executed as of the day and year first above written. LEUCADIA NATIONAL CORPORATION By: /s/ Thomas E. Mara -------------------------------------- Name: Thomas E. Mara Title: EVP PNC BANK N.A. & A.P.K. JR. TRUSTEES UNDER THE WILL OF MARIAN KIRBY By: /s/ Allan P. Kirby, Jr. -------------------------------------- Name: Allan P. Kirby, Jr. Title: Co-Trustee By: /s/ Walter Hemberger -------------------------------------- Name: PNC Bank - Walter Hemberger Title: Co-Trustee Solely for purposes of the last sentence of Section 7 hereof Allan P. Kirby, Jr. agrees to be included within the definition of "Seller." /s/ Allan P. Kirby - -------------------------------------- Allan P. Kirby, Jr. 4 EX-99 4 3 Exhibit 3 JOINT AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date with respect to the beneficial ownership by the undersigned of common stock of Fidelity National Financial Corporation is being filed on behalf of each of the entities named below. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: March 30, 2000 LEUCADIA NATIONAL CORPORATION, PHLCORP, INC. and 330 MAD. PARENT CORP. BALDWIN ENTERPRISES, INC. BELLPET, INC. By: /s/ Corinne A. Maki By: /s/ Joseph A. Orlando ---------------------------- ---------------------------- Name: Corinne A. Maki Name: Joseph A. Orlando Title: Vice President Title: Vice President SCHEDULE B TRANSACTIONS IN COMMON STOCK WITHIN THE 60 DAYS PRECEDING APRIL 3, 2000. Date Number of Shares Purchase or Sale Price per Share* - ---- ---------------- ---------------- --------------- 3/30/00 20,000 Purchase $14.6875 3/31/00 40,000 Purchase $14.3281 - ------------------------- *Excludes broker commissions -----END PRIVACY-ENHANCED MESSAGE-----