<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-K/A
----------------
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
COMMISSION FILE NO. 0-24961
AMERICAN NATIONAL FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
---------------
CALIFORNIA 33-0731548
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
<TABLE>
<CAPTION>
<S> <C> <C>
17911 VON KARMAN AVENUE, SUITE 240 92614 (949) 622-4700
IRVINE, CALIFORNIA (ZIP CODE) (REGISTRANT'S TELEPHONE NUMBER,
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) INCLUDING AREA CODE)
</TABLE>
---------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------
Common Stock, no par value NASDAQ National Market
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K, or any amendment to
this Form 10-K. [ ]
As of March 31, 2000, 7,281,858, shares of Common Stock (no par value) were
outstanding, and the aggregate market value of the shares of the Common Stock
held by non-affiliates of the registrant was $ 23,666,038. The aggregate market
value was computed with reference to the closing price on the NASDAQ National
Market on such date.
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<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The names of the director nominees, all directors, and all executive officers,
and certain information about them, are set forth below:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- ---- --- -------------------- -----
<S> <C> <C> <C>
Michael C. Lowther 57 Chairman of the Board and 1996
Chief Executive Officer
William P. Foley, II 55 Director 1997
Wayne D. Diaz 51 President and Director 1996
Carl A. Strunk 62 Executive Vice President, Chief 1999
Financial Officer and Director
Dennis R. Duffy 57 Executive Vice President and 1996
Director
Barbara A. Ferguson 43 Executive Vice President and 1997
Director
Bruce Elieff 43 Director 1998
Matthew Fong 46 Director 1998
M'Liss Jones Kane 47 Executive Vice President, N/A
General Counsel and Secretary
</TABLE>
MICHAEL C. LOWTHER
Mr. Lowther has been Chairman of the Board of the Company since March 2000. He
has been Chief Executive Officer and a director of the Company since its
formation in November 1996, and of American Title Company since 1995. For
approximately 15 years prior to joining American Title Company, Mr. Lowther
served as Chairman of the Board and Chief Executive Officer of World Title
Company which he co-founded in 1980. Mr. Lowther has 35 years of experience in
the title industry.
WILLIAM P. FOLEY, II
Mr. Foley is now a director of the Company. He was Chairman of the Board from
June 1997 until March 2000. Mr. Foley is the Chairman of the Board and Chief
Executive Officer of Fidelity National Financial, Inc. and has been since its
formation in 1984. Mr. Foley was President of Fidelity National Financial, Inc.
from its formation in 1984 until December 31, 1994. Mr. Foley is currently
serving as Chairman of the Board of CKE Restaurants, Inc., Checkers Drive-In
Restaurants, Inc. and Santa Barbara Restaurant Group, Inc. He is Co-Chairman of
the Board of Micro General Corporation. Additionally, he is a member of the
Board of Directors of Fresh Foods, Inc., and Miravant Medical Technologies, Inc.
WAYNE D. DIAZ
Mr. Diaz has been President and a director of the Company since its formation.
During the five years prior to joining the Company, Mr. Diaz held the position
of Executive Vice President of Fidelity National Title Insurance Company. Mr.
Diaz has 19 years of experience in the title industry.
CARL A. STRUNK
Mr. Strunk joined the Company as its Executive Vice Present and Chief Financial
Officer in August 1998 and was elected a director in 1999. Mr. Strunk has been
the Executive Vice President and Chief Financial Officer of CKE Restaurants,
Inc. since February 1997. Mr. Strunk has been the Executive Vice
President-Finance for Santa Barbara Restaurant Group, Inc. since December 1997.
He held various executive positions at Fidelity National Financial, Inc. since
1992. Mr. Strunk previously served as President of Land Resources
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Corporation from 1986 to 1991. Mr. Strunk is a Certified Public Accountant and
is also a member of the Board of Directors of Micro General Corporation.
DENNIS R. DUFFY
Mr. Duffy has held his position of Executive Vice President and director of the
Company since 1996, and has over 30 years of experience in the title industry.
From 1995 to 1996, he was Regional Vice President-Operations of Gateway Title
Company. Mr. Duffy was the owner of Duffy's Pacific Enterprises, a property
management company, from 1993 to 1995. From 1985 to 1993, Mr. Duffy was
affiliated with a wholly-owned subsidiary of SAFECO, initially as President, and
subsequently as a consultant. Prior to that time, he worked in various
management positions with both Title Insurance and Trust Company (TICOR) and
SAFECO.
BARBARA A. FERGUSON
Ms. Ferguson joined the Company in August 1997 as Executive Vice President and a
director. From 1988 to 1997, Ms. Ferguson held various positions with Fidelity
National Title Insurance Company, including Trust Accounting Manager, Banking
Administrator, and Senior Vice President and Manager of two separate divisions.
BRUCE ELIEFF
Mr. Elieff was elected to the Company's Board of Directors in August 1998. Mr.
Elieff is a principal of Sun Cal Companies, a real estate development firm
located in Southern California. He has held this position since 1977.
MATTHEW K. FONG
Mr. Fong was elected to the Company's Board of Directors in November 1998. In
January 1999, Mr. Fong joined the law firm of Sheppard, Mullin, Richter &
Hampton LLP. From 1995 to 1998, Mr. Fong served as the State Treasurer of the
State of California. From 1991 to 1995, Mr. Fong served as Vice Chairman of the
California State Board of Equalization.
M'LISS JONES KANE
Ms. Kane was appointed Executive Vice President, General Counsel and Secretary
of the Company in August 1998 and has served as Senior Vice President, General
Counsel and Secretary of American Title Company since July 1998. Ms. Kane has
held various positions with Fidelity National Financial, Inc. since March 1995.
She has been Senior Vice President since March 1995 and Corporate Secretary
since April 1995. Ms. Kane also is the Corporate Counsel of Fidelity National
Financial, Inc.. From March 1990 to March 1995, Ms. Kane served as the Vice
President and General Counsel of SPI Pharmaceuticals, Inc. and ICN Biomedicals,
Inc., affiliates of ICN Pharmaceuticals, Inc. From February 1988 to March 1990,
Ms. Kane was the Senior Vice President, Corporate Counsel and Secretary for
Countrywide Credit Industries, Inc.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Rules adopted by the Securities and Exchange Commission ("SEC") under Section
16(a) of the Exchange Act require the Company's officers and directors, and
persons who own more than 10% of the issued and outstanding shares of the
Company's common stock, to file reports of their ownership, and changes in
ownership, of such securities with the SEC on SEC Forms 3, 4 or 5, as
appropriate. Officers, directors and greater-than-ten-percent stockholders are
required by the SEC's regulations to furnish the Company with copies of all
forms they file pursuant to Section 16(a).
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Based solely upon a review of Forms 3, 4 and 5 and amendments thereto
furnished to the Company during its most recent fiscal year end, and any written
representations provided to it, the Company is advised that all filings were
timely and correctly made.
ITEM 11. EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation paid by the
Company for services rendered during fiscal years 1999, 1998 and 1997 for the
Company's Chief Executive Officer and the three most highly compensated current
executive officers whose salary and bonus exceeded $100,000 in 1999.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
OTHER AWARDS- ALL OTHER
BONUS ANNUAL OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) ($)(1) COMPENSATION (#)(2) ($)
- --------------------------- ---- --------- -------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Michael C. Lowther, 1999 $260,004 $185,000 $ 9,000 $ 92,500 $ 6,831
Chairman of the Board and 1998 246,667 275,000 9,675 -- --
Chief Executive Officer 1997 200,568 150,000 8,150 -- --
Wayne D. Diaz, 1999 $260,004 $185,000 $ 9,000 $ 92,500 $ 3,319
President 1998 246,667 275,000 16,200 -- --
1997 195,000 150,000 15,711 -- --
Dennis R. Duffy, 1999 $160,000 $125,000 $ 9,000 $ 62,500 $ 2,405
Executive Vice President 1998 151,333 160,000 7,720 -- --
1997 124,133 100,000 6,578 -- --
Barbara Ferguson, 1999 $160,000 $125,000 $ 9,000 $ 62,500 $ 121
Executive Vice President 1998 149,333 160,000 12,823 -- --
1997 54,092 100,000 3,926 -- --
</TABLE>
- -------------------
(1) Excludes perquisites and other personal benefits, securities and properties
otherwise categorized as salary or bonuses which in the aggregate, for each
of the named persons did not exceed the lesser of either $50,000 or 10% of
the total annual salary reported for such person.
(2) The number of options granted in 2000 for the fiscal year 1999 to the named
individuals was as follows: (i) Mr. Lowther - 50,000 shares; (ii) Mr. Diaz -
50,000 shares; (iii) Mr. Duffy - 50,000; and (iv) Ms. Ferguson - 50,000
shares. The number of shares granted in 1999 to the named individuals under
the 1998 Plan was as follows: (i) Mr. Lowther - 27,640; (ii) Mr. Diaz -
27,640; (iii) Mr. Duffy -10,000; and (iv) Ms. Ferguson - 10,000.
(3) The number of options granted under the 1999 Deferred Stock Option Plan to
the named individuals in 2000 for the fiscal year 1999 was as follows: (i)
Mr. Lowther - 61,667; (ii) Mr. Diaz - 61,667; (iii) Mr. Duffy - 41,667; and
(iv) Ms. Ferguson - 41,667.
OFFICER AND DIRECTOR LOANS
The board of directors adopted an Employee and a Director Stock Purchase
Loan Program. The Employee Plan authorized an aggregate amount of $1.7 million
be authorized to make loans to key employees to purchase shares of the Company's
Common Stock through the open market or in privately negotiated transactions.
The Director Plan authorized an aggregate amount of $300,000 be
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<PAGE> 5
authorized to make loans to outside directors to purchase shares of the
Company's Common Stock through the open market or in privately negotiated
transactions.
The loans are at a 6 1/4% interest rate for a term of 5 years immediately
callable upon termination of employment or resignation as a director, as the
case may be. At December 31, 1999 the following named executives who are also
directors participated in the Employee Program:
Michael C. Lowther $173,994 - 43,995 shares; Wayne D. Diaz $173,994 - 43,995
shares; Dennis R. Duffy $173,994 - 43,995 shares; Barbara A. Ferguson $173,994 -
43,995 shares. Additionally certain non-employee directors of the company
participated in the Director Plan as follows: William P. Foley $313,189 - 79,191
shares; Matthew Fong $69,598 - 17,598 shares.
OPTION GRANTS
The following table provides information as to options granted to the named
individuals during 1999 pursuant to the Company's 1998 Stock Option Plan.
<TABLE>
<CAPTION>
POTENTIAL REALIZED
VALUE AT ASSUMED
ANNUAL RATES OF
NUMBER OF STOCK PRICE
SECURITIES APPRECIATION FOR
UNDERLYING MARKET PRICE AT OPTION TERM
OPTIONS DATE OF EXPIRATION -----------
NAME GRANTED (#) GRANT EXERCISE PRICE DATE 5%($) 10%($)
---- ----------- ----- -------------- ---- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Michael Lowther 27,640 $ 6.50 $ 6.50 2/11/09 126,807 300,151
Wayne Diaz 27,640 6.50 6.50 2/11/09 126,807 300,151
Dennis Duffy 27,640 6.50 6.50 2/11/09 45,878 108,593
Barbara Ferguson 10,000 6.50 6.50 2/11/09 45,878 108,593
</TABLE>
OPTION EXERCISES AND FISCAL YEAR-END VALUES
There were no stock option exercises by the named individuals in 1999. The
Company did not reprice any existing options during the last completed fiscal
year.
EMPLOYMENT AGREEMENTS
In August 1998, the Company entered into an employment agreement with each
of Michael C. Lowther, Wayne D. Diaz, Dennis R. Duffy, and Barbara A. Ferguson.
Each employment agreement provides for a three year term and a possible merit
bonus granted at the sole discretion of the Board. The minimum base salary of
Messrs. Lowther, Diaz and Duffy under their respective employment agreements is
$260,000, $260,000 and $160,000, respectively. The minimum base salary for Ms.
Ferguson under her employment agreement is $160,000.
In the event of the termination of the employee by the Company without
"cause," each employment agreement provides that the Company shall pay to the
employee an amount equal to the product of the employee's minimum base salary in
effect upon termination plus the total bonus paid or payable to the employee for
the most recently ended calendar year multiplied by the greater of either the
number of years remaining thereunder or two years.
Upon termination of employment either by the employee or by the Company (in
breach of the employment agreement or without cause) following a "change in
control" of the Company, the employee would be entitled to receive (i) his or
her full salary through the date of termination; and (ii) an amount equal to the
product of the employee's minimum base salary in effect upon termination plus
the total bonus paid or payable to the employee for the most recently ended
calendar year multiplied by the greater of ether the number of years remaining
hereunder or two years. In addition, upon termination, due to a "change in
control," the employee is entitled to continue to participate in all employee
benefit plans and programs in which such employee was entitled to participate
prior to the date of termination provided that such continuation is possible
under the terms of the plan or program for a period equal to either (i) the
greater of the number of years remaining in the term of employment or (ii) two
years. If, however, any payment required to be made by the Company to an
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<PAGE> 6
employee upon termination due to a "change in control," constitutes a "parachute
payment" (as defined in Section 280(g) of the Internal Revenue Code), such
payment shall be limited to the highest amount of such payment which can be paid
without constituting a "parachute payment." The employee may only elect to
terminate the employment agreement due to a "change in control" of the Company
during the period commencing 60 days and expiring 365 days after such "change in
control."
Following the expiration of the initial term, the employment agreements will
automatically renew for successive one-year terms unless the employee or the
Company notifies the other of his or its intent not to renew the agreement.
However, the Company may only decline to renew the agreement if the Company or
any of its subsidiaries does not meet the budgeted expectations for such
entities as determined by the Company's Board of Directors in the exercise of
reasonable discretion.
DIRECTOR COMPENSATION
Directors who are not employees of the Company receive a $2,000 per Board of
Directors meeting attended (and $1,000 per committee meeting attended), plus
reimbursement of reasonable expenses. Directors who are employees of the Company
do not receive any compensation for acting as directors, except for
reimbursement of reasonable expenses, if any, for Board meeting attendance.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee was formed in 1999 and currently consists of Bruce
Elieff and Matthew Fong.
There are no Compensation Committee interlocks or insider participation.
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The following report of the Board of Directors shall not be deemed to be
incorporated by reference into any previous filing by the Company under either
the Securities Act of 1933 ("Securities Act") or the Securities Exchange Act of
1934 ("Exchange Act") that incorporates future Securities Act or Exchange Act
filings in whole or in part by reference.
COMPENSATION PHILOSOPHY
The Company's executive compensation programs are designed to (i) provide
levels of compensation that integrate pay and incentive plans with the Company's
strategic goals, so as to align the interests of executive management with the
long-term interests of the stockholders; (ii) motivate Company executives to
achieve the strategic business goals of the Company and to recognize their
individual contributions; and (iii) provide compensation opportunities which are
competitive to those offered by other national title insurance companies and
other middle-market corporations similar in size and performance. Although the
exact identity of the corporations surveyed varies, these generally include
title companies and other corporations equal to or larger than the Company. Most
of the title companies surveyed are included in the Peer Group Index utilized in
the "Performance Graph" set forth below.
Therefore, the Compensation Committee believes that the components of
executive compensation should include base salary, annual cash bonus, stock
option grants and other benefits and should be linked to individual and Company
performance. With regard to the Company's performance, the measures used for
determining appropriate levels of compensation for executive officers include
the Company's national market share, net margin, quality of service, meeting
strategic goals within the current economic climate and industry environment,
scope of responsibilities, expansion by acquisition or otherwise, profit
retention and profitability, all of which combine to enhance stockholder value.
BASE SALARY
In determining base salaries for executives for 1999, the full board
considered the Company's earnings, outside surveys of salary levels of other
title agents, individual performance and achievement, areas of responsibility,
position tenure and internal comparability.
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ANNUAL CASH BONUSES
Executive officers of the Company are eligible for annual bonuses which may
be paid in the form of cash. Given the Company's performance in 1999, the Board
of Directors approved 1999 bonuses for the executives which were paid in 2000.
STOCK OPTION GRANTS
As indicated above, an important element of the Company's compensation
philosophy is the desire to align the interests of the executive officers with
the long-term interests of the Company's stockholders. In order to meet this
desire, the Board of Directors and the Company's shareholders adopted a
performance-based stock option plan in 1999 for executive officers, key
employees and branch managers of the Company that allows participants to defer a
portion of their bonus income in order to reduce their option exercise price.
Additionally, the Company's Board of Directors and stockholders had previously
approved the adoption of the Company's 1998 Stock Option Plan, pursuant to which
the Company may grant stock options to certain key employees and non-employee
directors or officers. The purpose of all the stock option plans is to attract,
retain and award executive officers and directors and to furnish incentives to
these persons to improve operations, increase profits and positively impact the
Company's long-term performance. Consistent with these objectives, the
Compensation Committee granted options in 2000 for their performance in 1999 to
executive officers as follows: (i) under the 1999 Stock Option Plan as follows:
Mr. Lowther, options to purchase 50, 000 shares; Mr. Diaz, options to purchase
50,000 shares; Mr. Duffy, options to purchase 50,000 shares; Ms. Ferguson,
options to purchase 50,000 shares.
Corporate Deduction for Compensation. Section 162(m) of the Internal Revenue
Code generally limits to $1.0 million the corporate deduction for compensation
paid to certain executive officers, unless certain requirements are met. At this
time, the Company deduction for officer compensation is not limited by the
provisions of Section 162(m). The Committee intends to monitor regulations
issued pursuant to Section 162(m) and to take such actions with respect to the
executive compensation program as are reasonably necessary to preserve the
corporate tax deduction for executive compensation paid.
Bruce Elieff
Matthew Fong
March 31, 2000
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PERFORMANCE GRAPH
Set forth below is a graph comparing cumulative total stockholder return on
the Company's common stock against the cumulative total return on the S & P 500
Index and against the cumulative total return of a peer group index comprised of
certain companies for the industry in which the Company competes (SIC code 6361
- -- Title Insurance) for the two month period beginning on February 12, 1999, the
date the Company went public, and ending March 31, 1999. This peer group
consists of the following companies: Capital Title Group, Inc., First American
Financial, LandAmerica Financial Group, Inc. and Stewart Information Services
Corp. The peer group comparison has been weighted based on the Company's stock
market capitalization. The graph assumes an initial investment of $100.00 on
February 12, 1999, with any dividends reinvested over the periods indicated.
COMPARISON OF TWO MONTH CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
<TABLE>
<CAPTION>
2/12/99 12/31/99
------------- -------------
<S> <C> <C>
American National Financial 100.00 52.86
S&P 500 Index 100.00 120.71
Peer Group 100.00 49.79
</TABLE>
ASSUMES $100 INVESTED ON FEBRUARY 12, 1999
ASSUMES DIVIDEND REINVESTED MONTHLY
8
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FISCAL YEAR ENDING DECEMBER 31, 1999
BOARD MEETINGS AND COMMITTEES
The Board of Directors held formal meetings during the year ended December
31, 1999.
The Board presently has an Audit Committee and a Compensation Committee but
does not have a Nominating Committee nor an Executive Committee. The Audit
Committee, which consists of Messrs. Fong and Elieff, formed in March 1999. The
Audit Committee will meet independently with the internal audit staff,
representatives of the Company's independent auditors and representatives of
senior management. The Audit Committee has met one time and discussed the
general scope of the Company's annual audit, the fee charged by the independent
auditors and other matters relating to internal control systems. In addition,
the Audit Committee is responsible for reviewing and monitoring the performance
of non-audit services by the Company's auditors. The Committee is responsible
for recommending the engagement or discharge of the Company's independent
auditors. The Audit Committee has been very satisfied with its independent
auditors, KPMG Peat Marwick, LLP.
The Compensation Committee was formed in March 1999 and currently consists of
Messrs. Elieff and Fong. The Compensation Committee reviews and reports to the
Board the salary, fee and benefit programs designed for senior management,
officers and directors with a view to ensure that the Company is attracting and
retaining highly-qualified individuals through competitive salary, fee and
benefit programs and encouraging continued extraordinary effort through
incentive rewards.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 31, 2000, the following table sets forth the beneficial ownership
of the Common Stock of the Company by each director who owns shares, by the
director nominees, all executive officers named in the Summary Compensation
Table, all directors and executive officers as a group and by all persons known
by the Company to be the beneficial owners of more than 5% of the Company's
Common Stock. The information as to beneficial stock ownership is based on data
furnished by the persons concerning whom such information is given.
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF TOTAL
- ---------------- ---------------- ----------------
<S> <C> <C>
William P. Foley, II
17911 Von Karman Avenue, #300
Irvine, California 92614 2,587,091(1)(2) 35.2%
Fidelity National Financial, Inc.
17911 Von Karman, #300
Irvine, CA 92614 2,099,996 28.8%
Michael C. Lowther
17911 Von Karman Avenue, #200
Irvine, California 92614 1,063,350(2) 14.4%
Wayne D. Diaz
17911 Von Karman Avenue, #200
Irvine, California 92614 1,063,350(2) 14.4%
Carl A. Strunk
17911 Von Karman Avenue, #200
Irvine, California 92614 147,326(2) 2.0%
Dennis R. Duffy
17911 Von Karman Avenue, #200
Irvine, California 92614 149,125(2) 2.0%
Barbara A. Ferguson
17911 Von Karman Avenue, #200
Irvine, California 92614 246,649(2) 3.4%
Bruce Elieff
17911 Von Karman Avenue, #200
Irvine, California 92614 6,667(2) (3)
Matthew K. Fong
17911 Von Karman Avenue, #200
Irvine, California 92614 23,338(2) (3)
All officers and directors as
a group (9 persons) 3,206,900(4) 41.7%
</TABLE>
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(1) Included in this amount are 2,099,996 shares held by Fidelity National
Financial, Inc., of which Mr. Foley is chairman of the Board and Chief
Executive Officer; Mr. Foley is a "controlling person" of the Company.
(2) Includes currently exercisable stock options for Mr. Foley of 75,000 shares
under the 1998 Stock Option Plan; Mr. Lowther of 80,094 shares under the
1998 Stock Option Plan; currently exercisable stock options for Mr. Diaz of
80,094 shares under the 1998 Stock Option Plan; currently exercisable stock
options for Mr. Strunk of 36,665 shares under the 1998 Stock Option Plan;
currently exercisable stock options for Mr. Duffy of 48,334 shares under the
1998 Stock Option Plan; currently exercisable stock options for Ms. Ferguson
of 48,334 shares under the 1998 Stock Option Plan; currently exercisable
stock options for Mr. Elieff of 6,667 shares under the 1998 Stock Option
Plan; and currently exercisable stock options for Mr. Fong of 6,667 shares
under the 1998 Stock Option Plan.
(3) Less than one 1 percent.
(4) Does not include shares held by Fidelity National Financial, Inc. and
includes 401,855 currently exercisable stock options held by officers and
directors.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company acquired Pacific Printer, a printing company, from the son of
Dennis Duffy for $125,000 in an arm's length transaction on January 4, 1999.
INVESTMENTS IN PARTNERSHIPS
None.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
None.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
AMERICAN NATIONAL FINANCIAL, INC.
By: /s/ MICHAEL C. LOWTHER
---------------------------------------
MICHAEL C. LOWTHER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Date: April 28, 2000
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ William P. Foley, II
- ------------------------------------
William P. Foley, II Director April 28, 2000
/s/ Michael C. Lowther
- ------------------------------------
Michael C. Lowther Chairman and Chief Executive Officer April 28, 2000
/s/ Wayne D. Diaz
- ------------------------------------
Wayne D. Diaz President and Director April 28, 2000
/s/ Carl A. Strunk
- ------------------------------------
Carl A. Strunk Executive Vice President, Chief April 28, 2000
Financial Officer and Director
/s/ Dennis R. Duffy
- ------------------------------------
Dennis R. Duffy Executive Vice President and Director April 28, 2000
/s/ Barbara A. Ferguson
- ------------------------------------
Barbara A. Ferguson Executive Vice President and Director April 28, 2000
/s/ Bruce Elieff
- ------------------------------------
Bruce Elieff Director April 28, 2000
/s/ Matthew K. Fong
- ------------------------------------
Matthew K. Fong Director April 28, 2000
</TABLE>
12
