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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: November 3, 1997
FIDELITY NATIONAL FINANCIAL, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 1-9396 86-0498599
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
17911 Von Karman Avenue, Irvine, California 92614
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(Address of principal executive offices)
(714) 622-4333
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(Registrant's telephone number, including area code)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIDELITY NATIONAL FINANCIAL, INC.
Dated: November 3, 1997 /s/ ALLEN D. MEADOWS
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Allen D. Meadows
Executive Vice President
Chief Financial Officer
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Item 5. Other Events
On October 17, 1997, Fidelity National Financial, Inc. (the "Company")
purchased $45 million aggregate principal amount at maturity of its outstanding
Liquid Yield Option Notes due 2009 (the "LYONs") from Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch") for an aggregate purchase price of
$27.2 million (or $605 per $1,000 principal amount at maturity of LYONs). The
purchase price was paid in the form of 1,152,381 shares of the Company's Common
Stock (the "Exchange Shares"). The Company also agreed to pay Merrill Lynch,
during the period ending October 17, 1998 (or sooner, if Merrill Lynch sells or
otherwise disposes of all of the Exchange Shares within one year), the excess of
a base price of $23.625 per Exchange Share over the actual sales price (less
$0.05 per share in commissions) realized by Merrill Lynch for sales of up to
502,381 Exchange Shares. The Company also agreed to pay to Merrill Lynch, for
each day of such one-year period, an amount in cash to be determined by
multiplying the Net Carry Amount (number of Exchange Shares multiplied by
$23.625) by the Applicable Rate (LIBOR plus 2.50% for nine months, and LIBOR
plus 0.50% thereafter). The Company's payment obligations will be subject to
reduction in the event of sales of Exchange Shares for a net actual sales price
to Merrill Lynch in excess of the base price and for dividends on Exchange
Shares received by Merrill Lynch during such one-year period. The Company may
pay the foregoing amounts to Merrill Lynch in cash or, at the Company's option,
additional shares of Common Stock.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.A Press Release -- October 21, 1997 -- Fidelity National
Financial, Inc. Announces Purchase of its Liquid Yield Option
Notes due 2009 for $27.2 Million.
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EXHIBIT INDEX
99.A Press Release -- September 21, 1997 -- Fidelity National Financial,
Inc. Announces Purchase of its Liquid Yield Option Notes due 2009
for $27.2 Million.
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EXHIBIT 99.A
Contact: Allen D. Meadows
Executive Vice President
(805) 563-1566
FOR IMMEDIATE RELEASE
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FIDELITY NATIONAL FINANCIAL, INC. ANNOUNCES
PURCHASE OF $45 MILLION OF ITS LIQUID YIELD OPTION NOTES
DUE 2009 FOR $27.2 MILLION
Irvine, Calif., October 21, 1997 -- Fidelity National Financial, Inc.
(NYSE:FNF), one of the nation's leading title insurance underwriters, today
announced that it has purchased $45 million principal amount at maturity of its
Liquid Yield Option Notes due 2009 ("LYONs") from Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("Merrill Lynch") in a private transaction for an
aggregate purchase price of $27.2 million (or $605 per $1,000 principal amount
at maturity of LYONs). The purchase price was paid in the form of 1,152,381
shares of the Company's Common Stock.
William P. Foley, II, Chairman and Chief Executive Officer stated that
"the repurchase of the LYONs will have several beneficial balance sheet effects
including increasing shareholder equity by $25.5 million and reducing
outstanding indebtedness by approximately $24.3 million."
An extraordinary non cash loss net of tax of approximately $1.7 million
($.09 per share fully diluted based on third quarter outstanding shares) will
be recognized during the fourth quarter ending December 31, 1997.
Headquartered in Irvine, California, Fidelity National Financial, Inc.
is one of the largest national underwriters engaged in the business of issuing
title insurance policies and providing other title-related services in 49
states, the District of Columbia, Puerto Rico, the Bahamas and the Virgin
Islands through its principal underwriting subsidiaries: Fidelity National
Title Insurance Company, Fidelity National Title Insurance Company of New York,
Fidelity National Title Insurance Company of Tennessee, Nations Title
Insurance Company, Nations Title Insurance of New York Inc. and National Title
Insurance of New York Inc.
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