<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
FIDELITY NATIONAL FINANCIAL, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- -------------------------------------------------------------------------------
(Title of Class of Securities)
316326-10-7
------------------------------
(CUSIP Number)
Frank P. Willey, Esq., President, Fidelity National Financial, Inc.
17911 Von Karman Ave., Suite 500, Irvine, California 92714 (714) 622-5000
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 2, 1995
-------------------------------------------------------
(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 / /.
Check the following box if a fee is being paid with the statement /X/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1, and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 316326-10-7 Page 2 of 6 Pages
----------- - -
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frank P. Willey
###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
NOT APPLICABLE
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
NOT APPLICABLE
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 569,285.2597 as of 7/13/95
BENEFICIALLY ---------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH NONE
REPORTING ---------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 569,285.2597 as of 7/13/95
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
569,285.2597 shares plus 98,837 shares in exercisable stock options
as of 7/14/95
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
NOT APPLICABLE
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.09% (excludes stock options) as of 7/13/95
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
Item 1. (a) Title of Class of Securities:
Common Stock $.0001 Par Value
(b) Name of Issuer:
FIDELITY NATIONAL FINANCIAL, INC.
(c) Address of Issuer's Principal Executive Offices:
17911 Von Karman Avenue
Suite 500
Irvine, CA 92714
Item 2. (a) Identity and Background of Reporting Person:
Frank P. Willey
(b) Business Address:
17911 Von Karman Avenue
Suite 500
Irvine, CA 92714
(c) Principal Occupation and Business Address:
President
FIDELITY NATIONAL FINANCIAL, INC.
17911 Von Karman Avenue
Suite 500
Irvine, CA 92714
(d) Reporting Person has never been convicted in any criminal
proceeding, excluding traffic violations.
(e) Reporting Person has never been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
wherein such a proceeding resulted in or was 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
Page 3 of 6
<PAGE> 4
violation with respect to such laws.
(f) Citizenship:
United States
Item 3. Source and Amount of Funds or Other Consideration: The transaction
which subjected Reporting Person to this filing requirement occurred
on June 2, 1995, wherein Reporting Person's ownership interest
in Issuer was decreased to 5.09% of the issued and outstanding common
stock of Issuer, as a result of the sale to Fidelity National
Financial, Inc. by Reporting Person of 250,000 shares held by
Reporting Person. Reporting Person sold 250,000 shares at $13.00 per
share totaling $3,250,000.
Item 4. Purpose of Transaction:
Reporting Person sold 250,000 shares of Common Stock of Issuer to
Issuer. This sale was not made with any intent by Reporting Person to
change or influence any corporate business plan or proposal of Issuer.
Page 4 of 6
<PAGE> 5
Item 5. Interest in Securities of the Issuer:
(a) Amount Beneficially Owned:
569,285 plus 98,837 shares in
exercisable stock options as of
7/14/95
Percent of Class:
Approx. 5.09% (excludes stock options)
as of 7/13/95
(b) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote:
569,285 shares
(ii) Shared power to vote or to direct the vote:
NONE
(iii) Sole power to dispose or to direct the disposition:
569,285
(iv) Shared power to dispose or to direct the disposition of:
NONE
(c) None, other than regularly reported purchases through the Fidelity
National Financial, Inc. Employee Stock Purchase Plan.
(d) NOT APPLICABLE
(e) NOT APPLICABLE
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of Issuer:
A copy of the Purchase Agreement, Promissory Note and Stock Pledge
Agreement associated with and in support of the transaction which
Page 5 of 6
<PAGE> 6
prompted this filing, were filed with the initial 13D as
Exhibits "A", "B" and "C".
Item 7. Material filed as Exhibits in support of transaction prompting
filing:
NONE
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.
July 17, 1995
-----------------------------------
Date
FRANK P. WILLEY
-----------------------------------
Signature
Frank P. Willey
President
-----------------------------------
Name/Title
Page 6 of 6
<PAGE> 7
APPENDIX A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
------
FIDELITY NATIONAL FINANCIAL, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- -------------------------------------------------------------------------------
(Title of Class of Securities)
316326-10-7
------------------------------
(CUSIP Number)
Frank P. Willey, Esq., President, Fidelity National Financial, Inc.
2100 S.E. Main Street, Suite 400, Irvine, California 92714 (714) 852-9770
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 17, 1994
-------------------------------------------------------
(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 / /.
Check the following box if a fee is being paid with the statement /X/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1, and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 316326-10-7 Page 2 of 6 Pages
----------- - -
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frank P. Willey
###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 816,682.2011 as of 12/31/94
BENEFICIALLY ---------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH NONE
REPORTING ---------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 816,682.2011 as of 12/31/94
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
816,682.2011 shares + 98,837 shares in exercisable stock options
as of 12/31/94
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% (exclusive stock options) as of 12/31/94
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 OF 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 9
Item 1. (a) Title of Class of Securities:
Common Stock $.0001 Par Value
(b) Name of Issuer:
FIDELITY NATIONAL FINANCIAL, INC.
(c) Address of Issuer's Principal Executive Offices:
2100 S. E. Main Street
Suite 400
Irvine, CA 92714
Item 2. (a) Identity and Background of Reporting Person:
Frank P. Willey
(b) Business Address:
2100 S. E. Main Street
Suite 400
Irvine, CA 92714
(c) Principal Occupation and Business Address:
President
FIDELITY NATIONAL FINANCIAL, INC.
2100 S. E. Main Street
Suite 400
Irvine, CA 92714
(d) Reporting Person has never been convicted in any criminal
proceeding, excluding traffic violations.
(e) Reporting Person has never been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
wherein such a proceeding resulted in or was 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
Page 3 of 6
<PAGE> 10
violation with respect to such laws.
(f) Citizenship:
United States
Item 3. Source and Amount of Funds or Other Consideration:
The transaction which subjected Reporting Person to this
filing requirement occurred on November 17, 1994, wherein
Reporting Person's ownership interest in Issuer was increased
to 5.5% of the issued and outstanding common stock of Issuer,
as a result of the purchase of Reporting Person of 428,271
shares held in Issuer by Sussex Holdings, Ltd. Defined Benefit
Plan. Reporting Person paid a total of $3,854,459.00 for
Issuer's stock. $500,000.00 of the purchase price was paid in
cash. The remaining balance of $3,354,439.00 was evidenced
by Promissory Note and secured by Stock Pledge Agreement.
Item 4. Purpose of Transaction:
Reporting Person purchased such shares of Issuer's stock
referred to above for the purpose of investment.
Page 4 of 6
<PAGE> 11
Item 5. Interest in Securities of the Issuer:
(a) Amount Beneficially Owned:
816,682.2011 + 98,837 shares in
exercisable stock options as of
12/31/94
Percent of Class:
Approx. 5.5% (excludes stock options)
as of 12/31/94
(b) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote:
816,682,2011 shares
(ii) Shared power to vote or to direct the vote:
NONE
(iii) Sole power to dispose or to direct the disposition:
816,682.2011
(iv) Shared power to dispose or to direct the disposition of:
NONE
(c) None, other than regularly reported purchases through the Fidelity
National Financial, Inc. Employee Stock Purchase Plan.
(d) NOT APPLICABLE
(e) NOT APPLICABLE
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of Issuer:
A copy of the Purchase Agreement, Promissory Note and Stock Pledge
Agreement associated with and in support of the transaction which
Page 5 of 6
<PAGE> 12
prompted this filing, are attached as Exhibit's "A", "B" and
"C", respectively.
Item 7. Material filed as Exhibits in support of transaction prompting
filing:
Exhibit "A" Stock Purchase Agreement
Exhibit "B" Promissory Note
Exhibit "C" Stock Pledge Agreement
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.
January 31, 1995
-----------------------------------
Date
FRANK P. WILLEY
-----------------------------------
Signature
Frank P. Willey
President
-----------------------------------
Name/Title
Page 6 of 6
