<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 2
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
COMMISSION FILE NO. 1-9396
FIDELITY NATIONAL FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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<TABLE>
<S> <C> <C>
DELAWARE 86-0498599
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
17911 VON KARMAN AVENUE 92714 (714) 622-5000
IRVINE, CALIFORNIA (ZIP CODE) (REGISTRANT'S TELEPHONE NUMBER,
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) INCLUDING AREA CODE)
</TABLE>
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -----------------------
<S> <C>
Common Stock, $.0001 par value New York Stock Exchange
Liquid Yield Option Notes, due 2009, New York Stock Exchange
zero coupon, convertible subordinated
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K, or any amendment to
this Form 10-K. / /
As of March 18, 1996, 12,450,019 shares of Common Stock ($.0001 par
value) were outstanding, and the aggregate market value of the shares of the
Common Stock held by non-affiliates of the registrant was $139,236,000. The
aggregate market value was computed with reference to the closing price on the
New York Stock Exchange on such date.
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<PAGE> 2
ITEM 10. DIRECTORS AND THE 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>
William P. Foley, II 51 Chairman of the Board and Chief 1984
Executive Officer
Frank P. Willey 42 Director and President 1986
William A. Imparato 49 Director 1986
Donald M. Koll 63 Director 1995
Daniel D. (Ron) Lane 61 Director 1989
Stephen C. Mahood 54 Director 1994
J. Thomas Talbot 60 Director 1990
Cary H. Thompson 39 Director 1992
Carl A. Strunk 58 Executive Vice President, Chief N/A
Financial Officer and Treasurer
Andrew F. Puzder 45 Executive Vice President and General N/A
Counsel
Patrick F. Stone 48 Executive Vice President N/A
M'Liss Jones Kane 43 Senior Vice President, Corporate N/A
Counsel and Corporate Secretary
Raymond R. Quirk 49 Vice President N/A
Gary R. Nelson 48 Vice President N/A
</TABLE>
WILLIAM P. FOLEY, II
Mr. Foley is the Chairman of the Board, and Chief Executive Officer of
the Company and has been since its formation in 1984. Mr. Foley was President of
the Company from its formation in 1984 until December 31, 1994. He is Chairman
of the Board and Chief Executive Officer of Fidelity National Title Insurance
Company ("Fidelity Title") and has been since April 1981. Mr. Foley is also
currently serving as Chairman of the Board and Chief Executive Officer of CKE
Restaurants, Inc. and is a director of Micro General Corporation.
FRANK P. WILLEY
Mr. Willey is President and a director of the Company. He served as an
Executive Vice President and General Counsel of the Company from its formation
until December 31, 1994, and has served as the Executive Vice President and
General Counsel of Fidelity Title since 1984. He has served in various
capacities with subsidiaries and affiliates of the Company since joining it in
1984. Mr. Willey is also a director of CKE Restaurants, Inc.
WILLIAM A. IMPARATO
Mr. Imparato has been a director of the Company since December 1986.
From June 1990 to December 1993, Mr. Imparato was President of the Company's
wholly-owned real estate subsidiary Manchester Development Corporation
("Manchester"). Since July 1980, he has been a partner in Park West Development
Company, a real estate development firm headquartered in Phoenix, Arizona.
DONALD M. KOLL
Mr. Koll is Chairman of the Board and Chief Executive Officer of The
Koll Company and has been since its formation on March 26, 1962. Mr. Koll is
also a director of Koll Real Estate Group, Inc.
<PAGE> 3
DANIEL D. (RON) LANE
Mr. Lane has been a director of the Company since September 1989. Since
February 1983, he has been a principal, Chairman and Chief Executive Officer of
Lane/Kuhn Pacific, Inc., a corporation that consists of several community
development and home-building partnerships, all of which are headquartered in
Newport Beach, California. Mr. Lane has also served as a director of Hawaiian
Airlines, Inc. since January 1990, as a director of Resort Income Investors,
Inc. since September 1990, and as Chairman of the Board and Chief Executive
Officer of Pro Shot Golf, Inc. since August 1994. He is Vice Chairman of the
Board of Directors of CKE Restaurants, Inc.
STEPHEN C. MAHOOD
Mr. Mahood is a lawyer and a private investor. He was associated with
SEDCO, Inc., a large offshore oil well drilling contractor, from 1966 until it
was acquired by Schlumberger, Ltd. in 1985, at which time he was President of
SEDCO Energy Corporation, an Executive Vice President and director of SEDCO,
Inc. and a director of the International Association of Drilling Contractors.
Mr. Mahood served as a Trustee of the Teachers' Retirement System of Texas from
1987-1993. Mr. Mahood currently serves as a director of Maxor National Pharmacy
Services Corporation.
J. THOMAS TALBOT
Mr. Talbot has been a director of the Company since December 1990. He
was formerly Chairman of the Board and Chief Executive Officer of HAL, Inc. and
its subsidiaries Hawaiian Airlines and West Maui Airport, and served in various
executive capacities with those companies until June 1991. Between August 1992
and March 1994, Mr. Talbot was Chairman and Chief Executive Officer of Alliance
Bancorp, which was being liquidated. Mr. Talbot has been a general partner of
Shaw & Talbot, a real estate investment and development company, since 1975. He
was Chairman of Jet America Airlines from 1981 to 1987, when it merged with
Alaska Air Group. Mr. Talbot is currently serving as a director of the Hallwood
Group, Showbiz Pizza Time, Inc., Koll Real Estate Group, Hemmeter Enterprises,
Inc. and the Baldwin Company.
CARY H. THOMPSON
Mr. Thompson has been a director of the Company since July 1992. Mr.
Thompson is currently Chief Operating Officer and a director of Aames Financial
Corporation. Mr. Thompson was a managing director of Nat West Markets from May
of 1994 through March of 1995. Mr. Thompson was Senior Vice President and
managed the West Coast Financial Institutions Group for Oppenheimer & Co.,
Inc., an investment banking firm from 1989 to May 1994. Prior to that time, he
was a partner with the law firm of Manatt, Phelps, Rothenberg and Phillips.
CARL A. STRUNK
Mr. Strunk joined Fidelity Title in February 1992 as an Executive Vice
President. He was named an Executive Vice President and Chief Financial
Officer of the Company in March 1992. Prior to his employment with the Company,
Mr. Strunk was President of Land Resources Corporation from 1986 to 1991. Mr.
Strunk is a certified public accountant. Mr. Strunk currently serves as a
director of Micro General Corporation and Pac Rim Holding Corporation.
ANDREW F. PUZDER
Mr. Puzder has been an Executive Vice President and General Counsel of
the Company since January 1, 1995. From March 1994 through December 1994, he
was a partner at the law firm of Stradling, Yocca, Carlson and Rauth. Prior to
that he was a partner at Lewis, D' Amato, Brisbois and Bisgaard, a law firm,
from September 1991 through March 1994, and he was a partner of the Stoler
Partnership from February 1984 through September 1991.
<PAGE> 4
PATRICK F. STONE
Mr. Stone has been an Executive Vice President of the Company since May
1, 1995. On May 1, 1995 he became President of Fidelity National Title
Insurance Company. From February 1989 to May 1995 he was President of Fidelity
National Title Company of Oregon.
M'LISS JONES KANE
Ms. Kane has been a Senior Vice President and Associate Counsel since
March 1995 and became Corporate Secretary in April 1995. Prior to that she was
with the ICN Pharmaceuticals, Inc. group of companies from March of 1990 as
Vice President, General Counsel and Secretary of ICN Biomedicals, Inc. and
subsequently as Vice President, General Counsel and Secretary of SPI
Pharmaceuticals, Inc.
RAYMOND R. QUIRK
Mr. Quirk has been a Vice President of the Company since June 1993, and
has been an Executive Vice President and a Regional Manager of Fidelity Title
since August 1991. Mr. Quirk has been employed by Fidelity Title in other
management positions since November 1987.
GARY R. NELSON
Mr. Nelson has been a Vice President of the Company since September 26,
1994. From August 1993 to September 1994 he was Chief Financial Officer of
World Title Company. From May 1991 to July 1993 Mr. Nelson was Senior Vice
President of Mergers and Acquisitions of the Company. From January 1988 to May
1991 he was a Vice President, Chief Financial Officer and Treasurer of the
Company. Mr. Nelson is a certified public accountant.
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).
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 1995, 1994 and 1993 for the
Company's Chief Executive Officer and the four most highly compensated current
executive officers whose salary and bonus exceeded $100,000 in 1995.
<PAGE> 5
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
--------------------------------------------- COMPENSATION
OTHER ------------
ANNUAL AWARDS- ALL OTHER
NAME AND PRINCIPAL BONUS COMPENSATION OPTIONS(#) COMPENSATION
POSITION YEAR SALARY($) ($)(1) (2) (1)(3)(4) ($)(5)
------------------ ---- --------- --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
William P. Foley, II, 1995 $394,008. $430,000. $135,914. 171,600. $29,343.
Chairman of the Board 1994 369,951. 505,000. 117,134. 188,100. 45,770.
and Chief Executive 1993 394,008. 415,000. 96,322. 199,650. 44,558.
Officer
Frank P. Willey, 1995 200,000. 120,000. -- 46,200. 14,577.
President 1994 189,389. 145,000. -- 26,400. 14,521.
1993 190,833. 141,500. -- 38,445. 17,887.
Patrick F. Stone, 1995 226,950. 222,160. -- 2,200. 6,248.
Executive Vice President(6)
Carl A. Strunk, 1995 200,000. 110,000. -- 26,400. --
Executive Vice President 1994 189,359. 135,000. -- 24,200. --
Chief Executive Officer 1993 199,083. 70,000. -- 36,300. 3,893.
and Treasurer
Raymond R. Quirk, 1995 180,000. 75,000. -- 16,500. 7,888.
Vice President 1994 160,192. 100,000. -- 5,500. 6,674.
1993 140,900. 100,000. -- 8,250. 10,402.
</TABLE>
- ----------
(1) Consists of cash bonuses in the years paid or deferred to reduce the
exercise price of stock options granted to the above-noted key employees
to less than fair market value of the common stock at the date of grant,
pursuant to the Company's 1991 Stock Option Plan. Bonuses were awarded
during the year following the fiscal year to which the bonuses relate,
based on an evaluation by the Compensation Committee of the Board of
Directors. The amount of deferred bonuses included in this column for
1994, 1993 and 1992, the most recent three years for which the options
were granted, are as follows: (i) Mr. Foley: $30,000, -- 1994
bonus;$105,000, -- 1993 bonus; $105,000, -- 1992 bonus; (ii) Mr. Willey:
$10,000, -- 1994 bonus; $35,000, -- 1993 bonus; $31,500, -- 1992 bonus;
(iii) Mr. Stone: $10,000, -- 1994 bonus; (iv) Mr. Strunk: $20,000, -- 1994
bonus; $35,000, -- 1993 bonus; $35,000, -- 1992 bonus; (v) Mr. Quirk: $0,
-- 1994 bonus; $25,000, -- 1993 bonus; $25,000, -- 1992 bonus.
(2) Certain incidental perquisites or other personal benefits for executive
officers of the Company (not otherwise disclosed in this Proxy Statement)
may result from expenses incurred by the Company or its subsidiaries in
the interest of attracting and retaining qualified personnel. The
incremental cost to the Company and its subsidiaries of providing such
incidental perquisites or other personal benefits for executive officers
named in the Summary Compensation Table, did not exceed the lesser of
$50,000 or 10% of the total annual salary and bonus reported in fiscal
1995 for the named executive officer. Other Annual Compensation for Mr.
Foley included the cost of (i) a Company provided automobile -- $9,000 in
1995, $9,000 in 1994 and $9,000 in 1993; and (ii) tax and financial
planning advice provided by third parties to Mr. Foley and Folco
Development Corporation -- $126,914 in 1995, $108,134 in 1994 and $87,322
in 1993.
<PAGE> 6
(3) The number of options granted per year in this column for 1994, 1993 and
1992, the three year period in which the options were granted, are as
follows: (I) Mr. Foley: 1994 -- grant 6,600 options granted under the 1991
Stock Option Plan and 165,000 options granted under the 1987 Stock Option
Plan; 1993 grant -- 23,100 options granted under the 1991 Stock Option
Plan, and 165,000 options granted under the 1987 Stock Option Plan, 1992
grant -- 34,650 options granted under the 1991 Stock Option Plan, and
165,000 options granted under the 1987 Stock Option Plan; (ii) Mr. Willey:
1994 grant -- 2,200 options granted under the 1991 Stock Option Plan and
44,000 options granted under the 1987 Stock Option Plan; 1993 grant --
7,700 options granted under the 1991 Stock Option Plan and 18,700 options
under the 1987 Stock Option Plan, 1992 grant -- 10,395 options granted
under the 1991 Stock Option Plan and 28,050 options granted under the 1987
Stock Option Plan; (iii) Mr. Stone: 1994 grant -- 2,200 options granted
under the 1991 Stock Option Plan; (iv) Mr. Strunk: 1994 grant -- 4,400
options granted under the 1991 Stock Option Plan and 22,000 options
granted under the 1987 Stock Option Plan; 1993 grant -- 7,700 options
granted under the 1991 Stock Option Plan and 16,500 options under the 1987
Stock Option Plan, 1992 grant -- 11,550 options granted under the 1991
Stock Option Plan and 24,750 options granted under the 1987 Stock Option
Plan; (v) Mr. Quirk: 1994 grant -- 16,500 options granted under the 1993
Stock Option Plan; 1993 grant -- 5,500 options under the 1991 Stock Option
Plan, and the 1992 grant -- 8,250 options granted under the 1991 Stock
Option Plan.
(4) The Company does not have any long-term incentive plans or compensation
plans pursuant to which stock appreciation rights or restricted stock is
awarded to officers or directors.
(5) Consists of Company cash contributions to the Employee Stock Purchase Plan
on behalf of the individuals named in the Summary Compensation Table,
except for Mr. Foley. All Other Compensation for Mr. Foley includes
imputed income of $725, $1,426 and $1,222 for 1995, 1994, and 1993,
respectively, from a joint life split dollar insurance policy.
(6) Mr. Stone was not an officer of the Company prior to May 1995.
Certain executive officers received loans from subsidiaries of the
Company in amounts in excess of $60,000 after January 1, 1995. The executive
officers Frank P. Willey, loan amount $200,000 at an interest rate of 10% per
annum, largest aggregate amount outstanding at any time during the period
$215,917; Carl A. Strunk, loan amount $184,750 at an interest rate of 10% per
annum, largest aggregate amount outstanding at any time during the period
$201,993; Patrick F. Stone, loan amount $200,000 at an interest rate of prime
per annum, largest aggregate amount outstanding at any time during the period
$207,166; Raymond R. Quirk, loan amount $200,000 at an interest rate of 10% per
annum, largest aggregate amount outstanding at any time during the period
$211,777.
<PAGE> 7
OPTION GRANTS
The following table provides information as to options to purchase
common stock granted to the named individuals during 1995 pursuant to the
Company's 1993, 1991 and 1987 Stock Option Plans. The Company does not
currently grant stock appreciation rights to officers or directors.
<TABLE>
<CAPTION>
STOCK OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL
REALIZABLE VALUE
PERCENT OF AT ASSUMED
TOTAL MARKET ANNUAL RATES OF
NUMBER OF OPTIONS PRICE AT STOCK PRICE
SECURITIES GRANTED TO DATE OF APPRECIATION FOR
UNDERLYING EMPLOYEES GRANT, LESS EXERCISE OR OPTION TERM
OPTIONS IN FISCAL DEFERRED BASE PRICE(1) EXPIRATION -------------------------
NAME GRANTED(#) YEAR BONUSES(1) ($/SH) DATE 5% ($) 10% ($)
- ---- ---------- ---------- ----------- ------------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1993 STOCK OPTION PLAN
Raymond R. Quirk 16,500 20.5% $9.20 $9.20 04/16/05 $ 95,518. $ 242,062.
1991 STOCK OPTION PLAN
William P. Foley, II 6,600 12.9% $4.77 $1.95 04/07/07 $ 67,567. $ 150,151.
Frank P. Willey 2,200 4.3% 4.77 1.95 04/07/07 22,522. 50,050.
Patrick F. Stone 2,200 4.3% 4.77 1.95 04/07/07 22,522. 50,050.
Carl A. Strunk 4,400 8.6% 4.77 1.95 04/07/07 45,044. 100,101.
1987 STOCK OPTION PLAN
William P. Foley, II 165,000 60.0% $9.20 $9.20 04/16/05 $ 955,181. $2,420,616.
Frank P. Willey 44,000 16.0% 9.20 9.20 04/16/05 254,715. 645,498.
Carl A. Strunk 22,000 8.0% 9.20 9.20 04/16/05 127,357. 322,749.
TOTAL -- 1993, 1991 AND 1987 STOCK OPTION PLANS
04/07/07-
William P. Foley, II 171,600 42.2% $4.77-9.20 $1.95-9.20 04/16/05 $1,022,748. $2,570,767.
04/07/07-
Frank P. Willey 46,200 11.4% 4.77-9.20 1.95-9.20 04/16/05 277,237. 695,548.
Patrick F. Stone 2,200 0.5% 4.77 1.95 04/07/07 22,522. 50,050.
04/07/07-
Carl A. Strunk 26,400 6.5% 4.77-9.20 1.95-9.20 04/16/05 172,401. 422,850.
Raymond R. Quirk 16,500 4.1% 9.20 9.20 04/16/05 95,518. 242,062.
</TABLE>
- ------------
(1) The options granted in 1995 under the 1991 Stock Option Plan were
granted at an exercise price of $9.32 to key employees of the Company
who applied deferred bonuses expensed in 1995 (see (1) of Summary
Compensation Table) to the exercise price, thereby reducing such price
to $4.77 per share if exercised within the first year of grant. The
exercise price of these options decreases approximately 7% per year
through 2000 and $.20 per share from 2001 through 2007 at which time
the exercise price will be $1.95. The options granted in 1995 under
the 1993 and 1987 Stock Option Plans were granted at an exercise price
of $9.20 per share, the market price at the date of grant. These
options became exercisable on April 17, 1996.
<PAGE> 8
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table summarizes information regarding exercises of stock
options by the named individuals during 1995 and unexercised options held by
them as of December 31, 1995. The Company did not reprice any existing options
during the last completed fiscal year.
AGGREGATED STOCK OPTION EXERCISES
IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS AT IN-THE-MONEY
SHARES FY-END OPTIONS AT FY-END
ACQUIRED VALUE REALIZED (#) EXERCISABLE/ ($) EXERCISABLE/
NAME EXERCISE (#) ($) UNEXERCISABLE(1)(2) UNEXERCISABLE(1)(2)
- ---- ------------ -------------- ------------------- ---------------------
<S> <C> <C> <C> <C>
William P. Foley, II --- --- 540,599./165,000. 3,534,019./1,276,275.
Frank P. Willey --- --- 110,921./44,000. 866,203./340,340.
Patrick A. Stone --- --- 57,949./0. 355,085./0.
Carl A. Strunk --- --- 64,900./22,000. 270,369./170,170.
Raymond R. Quirk --- --- 20,833./16,500. 141,736./127,628.
</TABLE>
- --------------
(1) Number of exercisable shares and corresponding values relate to
options granted under the 1993, 1991 and 1987 Stock Option Plans. The
exercise price varies based upon the exercise price at the time of
grant and the amount of deferred bonus applied by the officer to
reduce the exercise price. See Summary Compensation Table above. The
value of unexercised options at year-end is calculated as the
difference between the market value of the underlying security, $16.94
per share, and the exercise price of the option at year-end, less the
bonus deferral. The exercise prices of the options at year-end were as
follows: (I) Mr. Foley -- options to purchase 6,600 shares at $4.773
per share, 23,100 shares at $7.818 per share, options to purchase
34,650 shares at $9.227 per share, options to purchase 47,249 shares
at $3.715 per share, and options to purchase 99,000 shares at $.985
per share under the 1991 Plan, and options to purchase 165,000 shares
at $12.614 and 165,000 shares at $13.814 under the 1987 Plan; (ii) Mr.
Willey -- options to purchase 2,200 shares at $4.773 per share, 7,700
shares at $7.818 per share, options to purchase 10,395 shares at
$9.227 per share, options to purchase 14,176 shares at $3.715 per
share, and options to purchase 29,700 shares at $.985 per share under
the 1991 Plan; and options to purchase 18,700 at $12.614 per share and
28,050 at $13,864 per share under the 1987 Plan; (iii) Mr. Stone --
options to purchase 2,200 shares at $4.773 per share, options to
purchase 12,100 shares at $7.818 per share, 31,223 shares at $9.227,
and 12,426 shares at $3.715 per share under the 1991 Plan; (iv) Mr.
Strunk -- options to purchase 4,400 shares at $4.773 per share, 7,700
shares at $7.818 per share and options to purchase 11,550 shares at
$9.227 per share under the 1991 Plan; and options to purchase 16,500
shares at $12.614 per share and 24,750 shares at $13.864 per share
under the 1987 Plan; and (v) Mr. Quirk -- options to purchase 5,500
shares at $7.818 per share, options to purchase 8,250 shares at $9.227
per share and options to purchase 7,083 shares at $3.715 per share
under the 1991 Plan.
(2) Number of unexercisable shares and corresponding value relate to
options granted under the Company's 1993 and 1987 Stock Option Plans.
The value of these unexercisable options represents the difference
between the year-end market value of the underlying security of $16,94
per share and the exercise price of the option at year-end of $9.05
per share. These options became exercisable on April 17, 1996.
<PAGE> 9
EMPLOYMENT AGREEMENT
The Company entered into a five-year employment agreement (the
"Agreement") with its Chairman and Chief Executive Officer, Mr. Foley,
effective April 1, 1991 and entered into an amendment (the "Amendment") to the
employment agreement effective on April 1, 1996, for an additional five year
period through April 1, 2001. The Amendment adjusted his minimum annual base
salary to $600,000. The Board will review Mr. Foley's minimum base annual
salary in March 1998 and may in its sole discretion increase such minimum base
annual salary for the remainder of the term of the Amendment based upon Mr.
Foley's performance during the first two years of the Amendment. The Agreement
and Amendment includes other compensation and executive fringe benefits,
including an annual merit bonus calculated based on the Company's return on
equity before extraordinary items, a $1,000,000 insurance policy payable to the
beneficiary of his choice and a joint life split dollar insurance arrangement
under which the Company advances the premiums and retains the full cash value
of the policy. There is a change of control provision in the Amendment
enabling Mr. Foley to terminate this Agreement due to a change in control
during the period commencing 60 days and expiring 365 days after such change in
control. In the event of termination of the Agreement for Good Reason (as
defined in the Agreement as a change in control) or if Mr. Foley's employment
is terminated following a change of control due to a breach of this Agreement
then he shall receive (i) his salary through the date of termination, (ii)
severance pay in an amount equal to his annual salary in effect as of the date
of termination plus the total bonus paid or payable to him for the most recent
calendar year multiplied by the greater number of years remaining in the term
of employment, including partial years, such payment to be made in a lump sum
on or before the fifth day following the date of termination, (iii) maintenance
of all benefit plans and programs for Mr. Foley for the greater number of 3
years or the number of years (including partial years) remaining in the
Agreement. The Company obtained a covenant from Mr. Foley that he will not
compete with the Company or disclose its trade secrets both during employment
or in the event the agreement ends or Mr. Foley's employment is terminated. The
agreement allows the Company to terminate Mr. Foley for cause under certain
circumstances. Upon Mr. Foley's death, his estate will receive a payment in
the amount of two years' base salary. Upon incapacity or disability for a
continuous period of nine months, the Company may terminate the employment
contract with Mr. Foley upon payment of an amount equal to two years' base
salary.
DIRECTOR COMPENSATION
Directors who are not employees of the Company receive $2,500 per Board
meeting attended (or $1,250 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
During 1995, Messrs. Thompson, Talbot and Lane served as members of the
Compensation Committee. The Compensation Committee is currently composed of
three independent directors. No member of the Compensation Committee is a
former or current officer or employee of the Company or any of its
subsidiaries, and there are no interlocking directorships.
Mr. Thompson has served as a member of the Compensation Committee since
March 1993. In March 1993, the Company issued and sold its Senior Secured Notes
in the aggregate principal amount of $22.5 million to certain institutional
investors in a private placement. Oppenheimer & Co., Inc. received
approximately $300,000 as a placement fee in connection with this transaction.
Mr. Thompson was employed by Oppenheimer & Co., Inc., until May of 1994.
In April 1993, the Company issued 1,402,500 shares of its common stock
in a public offering in which Oppenheimer & Co., Inc. served as one of three
primary underwriters. Oppenheimer & Co., Inc. received a discount of
approximately 5.5% on the shares it purchased from the Company, which was an
underwriting discount consistent with industry practice.
<PAGE> 10
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The following report of the Compensation Committee to 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.
To the Board of Directors:
GENERAL
The Compensation Committee of the Board of Directors is responsible for
establishing and administering the policies that govern executive compensation
and benefit practices. The Compensation Committee evaluates the performance of
the executive officers and determines their compensation levels, in terms of
salary, annual bonus and related benefits, all subject to Board approval. The
Compensation Committee has access to independent compensation data for use in
assessing levels of compensation for officers of the Company.
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
The Committee considers Company management proposals concerning salary
adjustments for executive officers, with the exception of Mr. Foley, its
Chairman and Chief Executive Officer, whose compensation was established under
the terms of an employment agreement entered into in 1991 and amended in 1996
with the approval of the Board of Directors. The Compensation Committee then
makes recommendations to the entire Board of Directors for their approval.
In determining base salaries for executives for 1995, the Compensation
Committee considered the Company's earnings, outside surveys of salary levels
of other title insurance companies and other similar corporations, individual
performance and achievement, areas of responsibility, position tenure and
internal comparability. Salaries of certain executive officers were adjusted in
1995.
ANNUAL CASH BONUSES
Executive officers of the Company are eligible for annual bonuses which
may be paid in the form of cash or as deferred compensation. Given the
Company's performance in 1994, the Compensation Committee approved bonuses for
the executives during 1995.
<PAGE> 11
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 adopted a performance-based stock option plan in
1991 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 1987 Stock Option Plan, pursuant to which the Company may grant stock
options to certain key employees and non-employee directors or officers, and in
1994 the Board of Directors and stockholders approved the 1993 Stock Plan
pursuant to which the Company may grant stock options to certain key employees
and nonemployee directors and officers. The purpose of these 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 has approved the granting of options in
1995 concerning the year 1994 to executive officers (i) under the 1991 Stock
Option Plan as follows: Mr. Foley, options to purchase 6,600 shares; Mr.
Willey, options to purchase 2,200 shares; Mr. Stone, options to purchase 2,200
shares; Mr. Strunk, options to purchase 4,400 shares; (ii) under the 1987
Stock Option Plan as follows: Mr. Foley, options to purchase 165,000 shares;
Mr. Willey, options to purchase 44,000 shares; Mr. Strunk, options to purchase
22,000 shares; (iii) under the 1993 Plan as follows: Mr. Koll, options to
purchase 5,500 shares; Mr. Quirk, options to purchase 16,500 shares; and Mr.
Puzder, options to purchase 55,000 shares.
April 24, 1996 Compensation Committee:
Daniel D. (Ron) Lane
J. Thomas Talbot
Cary H. Thompson
<PAGE> 12
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 five-year period ending December 31,
1995. This peer group consists of the following companies: Alleghany
Corporation, Capital Guaranty Corporation, First American Financial
Corporation, Investors Title Insurance Company, Lawyers Title Corporation 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 January 1, 1991, with dividends reinvested
over the periods indicated.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
[GRAPH]
<TABLE>
<CAPTION>
Dec-90 Dec-91 Dec-92 Dec-93 Dec-94 Dec-95
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Fidelity National Financial Inc 100 222.46 447.90 1,036.00 425.19 744.71
S&P 500 Index 100 130.47 140.41 154.56 156.60 215.45
Peer Group 100 139.23 192.28 233.23 199.66 283.77
</TABLE>
ASSUMES $100 INVESTED ON JANUARY 1, 1991
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DECEMBER 30, 1995
<PAGE> 13
BOARD MEETINGS AND COMMITTEES
The Board of Directors held a total of four formal meetings during the
year ended December 31, 1995. No director attended fewer than 100% of the
aggregate of all meetings of the Board of Directors or any committee in 1995.
The Board presently has an Audit Committee, a Compensation Committee
and an Executive Committee, but does not have a Nominating Committee. The
Audit Committee, which consists of Messrs. Lane, Mahood and Talbot, met one
time during 1995. The Audit Committee meets independently with the internal
audit staff, representatives of the Company's independent auditors and
representatives of senior management. The Audit Committee reviews 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 also
responsible for recommending the engagement or discharge of the Company's
independent auditors.
The Compensation Committee currently consists of Messrs. Lane, Talbot
and Thompson. The Compensation Committee, either alone or in conjunction with
other Board committees, 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. The
Compensation Committee met one time during 1995.
The Company also has an Executive Committee consisting of Messrs.
Foley, Willey and Talbot. The Executive Committee may invoke all of the power
and authority of the Board of Directors in the management of the business and
the affairs of the Company, except those powers which, by law, cannot be
delegated by the Board of Directors. The Executive Committee did not meet
during 1995.
<PAGE> 14
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 31, 1996, 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.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
-------------------------------------
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF TOTAL
- ---------------- ---------------- ----------------
<S> <C> <C>
William P. Foley, II
17911 Von Karman Ave., #500
Irvine, CA 92714 3,364,916.(1)(2) 23.5%
Weiss, Peck & Grier, L.L.C.
One New York Plaza
New York, NY 1004-1950 662,600. 4.6%
Frank P. Willey
17911 Von Karman Ave., #500
Irvine, CA 92714 587,754.(2) 4.1%
William A. Imparato
1515 East Missouri Ave., Bld. A
Phoenix, AZ 85014 10,062.(2) *
Donald M. Koll
4343 Von Karman Ave.
Newport Beach, CA 92660 1,832.(2) *
Daniel D. (Ron) Lane
14 Corporate Plaza
Newport Beach, CA 92660 68,750.(2) *
Stephen C. Mahood
500 Crescent Ct., #270
Dallas, TX 75201 24,549.(2) *
J. Thomas Talbot
500 Newport Center Dr., #900
Newport Beach, CA 92660 17,050.(2) *
Cary H. Thompson
3731 Wilshire Blvd., 10th Flr.
Los Angeles, CA 90010 10,725.(2) *
Patrick F. Stone
17911 Von Karman Ave., #500
Irvine, CA 92714 65,570.(2) *
Carl A. Strunk
17911 Von Karman Ave., #500
Irvine, CA 92714 119,276.(2) *
Raymond R. Quirk
17911 Von Karman Ave., #500
Irvine, CA 92714 112,269.(2) *
All directors and officers as a
group (14 persons) 4,448,083. 31.6%
</TABLE>
- ---------------
* Represents less than 1%.
(1) Included in this amount are 1,517,320 shares held by Folco Development
Corporation, of which Mr. Foley and his spouse are the sole
stockholders; Mr. Foley is a "controlling person" of the Company.
<PAGE> 15
(2) Includes currently exercisable stock options for Mr. Foley of 210,599
shares under the 1991 Stock Option Plan and 495,000 shares under the
1987 Stock Option Plan; currently exercisable stock options for Mr.
Willey of 64,171 shares under the 1991 Stock Option Plan and 90,750
shares under the 1987 Stock Option Plan; includes currently
exercisable stock options for Mr. Imparato of 8,250 shares under the
1993 Stock Option Plan; includes currently exercisable stock options
for Mr. Koll of 1,832 shares under the 1993 Stock Option Plan;
currently exercisable stock options for Mr. Lane of 8,250 shares under
the 1993 Stock Option Plan; currently exercisable stock options for
Mr. Mahood of 6,380 shares under the 1993 Stock Option Plan; currently
exercisable stock options for Mr. Talbot for 8,250 shares under the
1993 Stock Option Plan; currently exercisable stock options for Mr.
Thompson for 8,250 shares under the 1993 Stock Option Plan; currently
exercisable stock options for Mr. Strunk of 23,650 shares under the
1991 Stock Option Plan and 63,250 shares under the 1987 Stock Option
Plan; currently exercisable stock options for Mr. Stone of 57,949
shares under the 1991 Stock Option Plan and currently exercisable
stock options for Mr. Quirk of 16,500 shares under the 1993 Stock
Option Plan and 20,833 shares under the 1991 Stock Option Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company previously made investments in real property for investment
or operating purposes, most of which, as described below, were in partnerships
which included one or more officers of the Company. All such transactions were
approved by a majority of the non-interested directors of the Company. The
Company believes these transactions were for terms and at rates no less
favorable to the Company than those which could have been obtained from
unrelated parties. As previously announced, the Company intends to reduce and
divest itself of real estate investments as market conditions permit.
The Company currently leases five of its facilities from partnerships
or other entities in which Manchester, or one or more of its officers have an
interest. These transactions are discussed below with respect to "Investments
in Partnerships" and "Transactions with Management and Others," respectively.
The Company believes that all such leases were on terms no less favorable than
those that could have then been obtained from unrelated parties.
Manchester has interests in, or acts as property manager for, the
following real estate partnerships in which one or more officers of the Company
have an interest. Certain officers of the Company have made contributions to
these partnerships in exchange for partnership interests that cannot be valued
until the dissolution of each individual partnership. Fidelity Title is a
tenant in certain of the properties owned by the partnerships discussed below.
INVESTMENTS IN PARTNERSHIPS
Folco Mission Valley Partners Limited Partnership ("Folco Mission
Valley") was formed in 1991 by Folco Development Corporation ("Folco"), a
corporation of which Mr. Foley and his spouse are the sole stockholders, as a
78% general partner, and Fidelity National Title Insurance Company ("Fidelity
Title"), as a 22% limited partner, for the purpose of acquiring from the
Resolution Trust Corporation an office building in San Diego County where
Fidelity Title was the sole tenant and conducted its San Diego County,
California title operations. Folco's 78% general partnership interest was
assigned to Sussex Holdings, Ltd. ("Sussex"), an affiliate of Folco, in June
1992 and Fidelity Title's 22% limited partnership interest was assigned to
Manchester in January 1992. Fidelity Title continues to lease the building for
$28,272 per month, plus taxes, insurance and other operating costs. This annual
rental rate is a 30% discount based on its lease with Folco Mission Valley.
Goodyear Investors II General Partnership ("Goodyear II") was formed in
1986 by Manchester as a 50% partner, Folco as a 32.5% partner, Mr. Willey as a
2% partner, and others, to purchase, for investment, unimproved real property
located in Maricopa County, Arizona. Manchester's interest in Goodyear II was
transferred to the Company in June, 1993. As of March 31, 1996, Manchester,
Kensington Development Corporation ("Kensington"), which is 90% owned by
Manchester and 10% by Fidelity National Title Insurance Company of California
("Fidelity California") and the Company have contributed $1,025,000 to Goodyear
II. Kensington held this interest from 1988 to March 1996. The Company may be
required to make annual contributions of its pro rata share of property taxes
and insurance costs. All general partners have made their required pro rata
capital contributions. The Company and the other general partners received pro
rata capital distributions in March 1995.
<PAGE> 16
Prospect Office Partners Limited Partnership ("Prospect Office
Partners") was formed in 1988 by Manchester as a combined 29.7% general and
limited partner, Mr. Foley as a 30.4% general partner, Mr. Willey as a 6.1%
general partner, and others, to develop an office building in Tustin,
California. Currently Manchester is a 41.62% general partner and a 28.38%
limited partner due to assignments of interests by other general and limited
partners. Mr. Foley and Mr. Willey no longer have any partnership interests in
Prospect. Approximately one-half of the building is leased by Fidelity Title
for its Orange County title operations. Manchester advanced to the partnership,
at an interest rate of 12% per annum, amounts necessary to fund operating
deficits. These advances were assigned to the Company in June 1993. The
outstanding balance of these advances at December 31, 1995, was $1,065,338 (the
largest amount outstanding during 1995). The outstanding balance of these
advances at March 31, 1996, was $1,065,338. The lease provides for a monthly
rent payment of $31,900.
Tustin Retail Limited Partnership ("Tustin Retail") was formed in 1988
by Manchester as a combined 30% general and limited partner, Mr. Foley as a
30.7% general partner, Mr. Willey as a 4.3% general partner, and others, to
develop a retail center in Tustin, California. Manchester advanced to the
partnership, at an interest rate of 12% per annum, amounts necessary to fund
operating deficits. The outstanding balance of these advances at December 31,
1995, and March 31, 1996, was $736,184. In addition, Tustin Retail is indebted
to Manchester in the amount of $303,500 which is evidenced by a promissory note
which provides for interest at 12% per annum and is secured by a second trust
deed on the property. These advances and loans were assigned to the Company in
June 1993. In August 1994, CommerceBank filed a lawsuit (the "Lawsuit")
against Tustin Retail (a real estate partnership), Manchester (a general
partner in Tustin Retail) and Messrs. Foley and Willey (as general partners).
The Lawsuit is essentially a judicial foreclosure under a deed of trust
securing a $4,350,000 note dated February 18, 1992, to CommerceBank from Tustin
Retain (the "Note"). In December 1995, the Federal Deposit Insurance
Corporation, which took control of CommerceBank, submitted a bid at the
property foreclosure auction and acquired the property for $2.9 million. A
fair value hearing is scheduled for June 1996, in order to determine the
remaining amount due under the Note, if any. The defendants believe that the
value of the real property subject to the deed of trust securing the Note is
substantiating such value. The defendants believe that the value of the real
property subject to the deed of trust securing the Fidelity Title leases
approximately 33% of the building for its operations. The leases for this space
provide for a monthly lease payment of $20,100.
West Woodland Business Associates Limited Partnership ("West Woodland")
was formed in 1989 by Manchester as a 10% general partner, Mr. Foley as a 21.3%
general partner, Folco as a combined 20% general and limited partner, Mr.
Willey as a 2.5% general partner, and others, to develop an office building in
Woodland, California. In September 1991, Manchester sold its interest in the
partnership to Folco. See "Transactions with Management and Others" below.
Folco's interest was subsequently assigned to Sussex. Approximately one-half of
the building is leased by Fidelity California for its Yolo County title
operations. The lease provides for a monthly lease payment of $11,032. In
March 1994, the lender on this project agreed to a modification of the credit
agreement substituting Sussex for Manchester and releasing Manchester from
these obligations. As of December 31, 1995, Manchester had not been released
from its general partnership obligation under the West Woodland Credit
Agreement.
During 1994, the Company paid $2.3 million in order to acquire a 100%
ownership interest in an investment property at 7750 East Broadway, Tucson,
Arizona. The $2.3 million purchase price consisted of an $800,000 payment in
July 1994, for the 37.5% interest of two independent third parties, and a $1.5
million payment in September 1994, to satisfy the then existing debt on the
property. Mr. Foley and his affiliates and Mr. Willey held interests in the
amounts of 57.3% and 5.2%, respectively, in the property at the time of the
acquisition. Mr. Foley and Mr. Willey transferred their interests to the
Company without consideration upon satisfaction of the debt. The Company sold
the property for a sales price of $2.4 million. See "Transactions with
Management and Others" below. Approximately one-third of the building is leased
by Fidelity Title's Pima County title operations. The lease provides for a
monthly lease payment of $23,600.
Wilmac III Limited Partnership ("Wilmac III") was formed in 1987 to
acquire for investment unimproved real property in Maricopa County, Arizona. In
December 1987, Manchester acquired a 24% limited partnership interest in Wilmac
III, 30% of the limited partnership units. Mr. Willey has a 8.2% combined
general and limited partnership interest and Mr. Strunk has a 1.6% limited
partnership interest. The partnership agreement requires all the limited
partners to make pro rata capital contributions to service the debt on the
property. Manchester has invested $696,000 in the partnership. Manchester's
interest was assigned to the Company in June 1993. It is not anticipated that
additional capital contributions will be required of the Company.
<PAGE> 17
TRANSACTIONS WITH MANAGEMENT AND OTHERS
In September 1991, Manchester sold 11 office buildings (the "office
buildings"), its partnership interest in West Woodland and Tucson Partners and
certain notes receivable to Folco for approximately the net book value of these
assets. The Company believes the amount paid approximated the fair market value
of these assets. This transaction resulted in a receivable to Manchester from
Folco evidenced by a promissory note in the original principal amount of
$1,492,000 and secured by subordinate deeds of trust on the office buildings
acquired. The promissory note provides for interest at the rate of 9.5% per
annum, monthly payments of $13,900 and additional payments of 15% of the net
sale proceeds of each office building subject to a subordinate deed of trust.
In June 1992, Folco assigned its interest in these office buildings to Bilcar
Limited Partnership ("Bilcar"), an affiliate of Folco. The unpaid balance of
this promissory note at December 31, 1995, was $587,361.
Prior to the sale, the office buildings were leased to Fidelity Title
for use in its title operations. All but one of these office buildings have
been sold to unaffiliated third parties in each instance. During 1995,
Fidelity Title continued to lease one of the office buildings from Bilcar under
lease agreements entered into in 1991 at the time of the sale and paid Bilcar
$51,624 under these lease agreements.
In July 1990, Lake Mortgage Corporation, a wholly-owned subsidiary of
the Company, made a $300,000 secured loan to a relative of Mr. Willey. The
loan was assigned to Fidelity Title in July 1990. This loan has been purchased
by Mr. Willey for full consideration.
<PAGE> 18
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.
FIDELITY NATIONAL FINANCIAL, INC.
By: /s/ WILLIAM P. FOLEY, II
----------------------------------
WILLIAM P. FOLEY, II
CHIEF EXECUTIVE OFFICER
Date: April 25, 1996
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>
SIGNATURES TITLE DATE
----------- ----- ----
<S> <C> <C>
/s/ WILLIAM P. FOLEY, II Chairman of the Board and April 26, 1996
- ------------------------------------ Chief Executive Officer
WILLIAM P. FOLEY, II (Principal Executive Officer)
/s/ FRANK P. WILLEY President and Director
- ------------------------------------
FRANK P. WILLEY
/s/ CARL A. STRUNK Executive Vice President
- ------------------------------------ Chief Financial Officer April 26, 1996
CARL A. STRUNK (Principal Financial and
Accounting Officer)
/s/ DANIEL D. (RON) LANE Director April 26, 1996
- ------------------------------------
DANIEL D. (RON) LANE
/s/ J. THOMAS TALBOT Director April 26, 1996
- ------------------------------------
J. THOMAS TALBOT
/s/ STEPHEN C. MAHOOD Director April 26, 1996
- ------------------------------------
STEPHEN C. MAHOOD
/s/ DONALD M. KOLL Director April 26, 1996
- ------------------------------------
DONALD M. KOLL
/s/ WILLIAM A. IMPARATO Director April 26, 1996
- ------------------------------------
WILLIAM A. IMPARATO
/s/ CARY H. THOMPSON Director April 26, 1996
- ------------------------------------
CARY H. THOMPSON
</TABLE>
