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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
--
FIDELITY NATIONAL FINANCIAL, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
316 326107
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(CUSIP Number)
RICHARD H. PICKUP, c/o WEDBUSH MORGAN SECURITIES, INC., 610 NEWPORT CENTER DR.,
SUITE 1300, NEWPORT BEACH, CALIFORNIA 92660, (714) 759-1311
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 14, 1998
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(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 [ ].
(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).
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SCHEDULE 13D - AMENDMENT NO. 4
CUSIP No. 316 326107 PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dito Devcar Corporation, a Nevada corporation - #88-0294385
Dito Caree L.P., a Nevada limited partnership - #88-0303506
Pickup Family Trust, #33-6123575
DRP Charitable Unitrust, #88-6055771
TMP Charitable Unitrust, #88-6055770
Pickup Charitable Remainder Unitrust II, #33-056397
Dito-Devcar L.P., a Nevada limited partnership, #88-0294387
TD Investments LL, a Nevada limited liability company #88-0370064
Richard H. Pickup, an individual, ####-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF and WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Richard H. Pickup is a resident of
the State of California and a citizen of the United States. All other
reporting entities were formed and organized under and pursuant to the
laws of the State of Nevada.
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7 SOLE VOTING POWER
TD Investments LLC: 55,000
Dito-Caree L.P.: 211,000
Pickup Family Trust: 275,000
DRP Charitable Unitrust: 33,000
Dito-Devcar Corp.: 880,000
TMP Charitable Unitrust: 33,000
NUMBER OF Pickup Charitable Unitrust II: 55,000
SHARES Dito-Devcar L.P.: 55,000
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING ----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH (SEE ITEM 7 ABOVE)
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(SEE ITEM 7 ABOVE) TOTAL OWNED: 1,597,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
TD Investments LLC: .34% DRP Charitable Unitrust: .205%
Dito-Devcar Corp.: 5.41% TMP Charitable Unitrust: .205%
Dito-Caree L.P.: 1.29% Pickup Charitable Unitrust II: .34%
Pickup Family Trust: 1.68% Dit-Devcar L.P.: .34% TOTAL: 9.81%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
Dito-Caree L.P. - PN Pickup Family Trust - CO
TMP Charitable Unitrust - CO DRP Charitable Unitrust - CO
TD Investments LLC - CO Pickup Charitable Unitrust II - CO
Dito-Devcar Corp. - CO Richard H. Pickup - IN
Dito-Devcar L.P. - PN
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*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
AMENDMENT NO. 4 TO SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This statement represents Amendment No. 4 to an original
Schedule 13D, dated August, 23, 1994 ("Schedule 13D") and three Amendments
thereto as previously filed and relates to shares of common stock ("Shares") of
Fidelity National Financial, Inc., a Delaware corporation ("FNF"), whose
principal executive offices are located at 17911 Von Karman Avenue, Irvine,
California 92614. Shares of FNF are traded upon the New York Stock Exchange.
ITEM 2. IDENTITY AND BACKGROUND
A. This Amendment is being filed as Amendment No. 4 to the
Schedule 13D, dated August 23, 1994 and additional Amendments thereto, and is
filed to represent a "year end" report to disclose additional acquisitions of
shares by certain members of the "Group," which members have been previously
identified, and to disclose an additional entity who shall be acknowledged as
being a member of the "Group," all of whom are shareholders of FNF.
B. Members of the Group, as previously identified in the
Schedule 13D, are as follows:
(1) Dito-Devcar Corporation, a Nevada corporation
("Dito") which has been previously identified in the Schedule 13D and the
Amendments previously filed. Dito currently owns of record and beneficially
880,000 Shares. The acquisition of Shares by Dito during the past sixty (60)
days are as reported in Item 5 hereinbelow. IT IS NOTED THAT CERTAIN OF THE
SHARES ACQUIRED BY DITO, TOGETHER WITH ALL OTHER MEMBERS OF THE GROUP HOLDING
SHARES, REPRESENT SHARES RECEIVED AS PART OF A TEN PERCENT STOCK DIVIDEND AS
DECLARED BY FNF AND DISTRIBUTED TO SHAREHOLDERS ON JANUARY 14, 1998. SAID 10%
STOCK DIVIDEND IS APPLICABLE TO ALL MEMBERS OF THE GROUP WHO HELD SHARES
EFFECTIVE JANUARY 1, 1998.
(2) Dito-Caree, L.P. ("Caree") is a Nevada limited
partnership and is as identified in the Schedule 13D and subsequent Amendments
thereto. Caree owns of record and beneficially 211,000 Shares. Acquisition of
shares by Caree during the past sixty (60) days are as reported in Item 5
hereinbelow.
(3) The Pickup Family Trust ("Family Trust") is as
identified in Schedule 13D and Amendments thereto. The Family Trust currently
holds 275,000 Shares of FNF. The Family Trust has acquired no shares during the
past sixty (60) days EXCEPTING RECEIPT OF THE 10% STOCK DIVIDEND AS RECEIVED BY
ALL SHAREHOLDERS ON JANUARY 14, 1998.
(4) DRP Charitable Unitrust ("DRP Trust") is a
charitable trust as identified in Schedule 13D and Amendments thereto. The DRP
Trust owns of record 33,000 Shares. The DRP Trust has acquired no addditional
Shares during the past sixty (60) days EXCEPTING RECEIPT OF THE 10% STOCK
DIVIDEND AS RECEIVED BY ALL SHAREHOLDERS ON JANUARY 14, 1998.
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<PAGE> 4
(5) TMP Charitable Unitrust ("TMP") is a charitable trust as
identified in Schedule 13D and Amendments thereto. TMP Trust owns of record
33,000 Shares. TMP Unitrust has acquired no additional shares during the past
sixty (60) days EXCEPTING RECEIPT OF THE 10% STOCK DIVIDEND AS RECEIVED BY ALL
SHAREHOLDERS ON JANUARY 14, 1998.
(6) Pickup Charitable Remainder Unitrust II ("Trust II") is a
charitable trust as identified in Schedule 13D and the Amendments thereto. The
Trust II owns of record and beneficially 55,000 Shares. Trust II has acquired no
shares within the past sixty (60) days EXCEPTING RECEIPT OF THE 10% STOCK
DIVIDEND AS RECEIVED BY ALL SHAREHOLDERS ON JANUARY 14, 1998.
(7) Dito-Devcar L.P. ("Devcar") is a Nevada limited partnership as
identified in Schedule 13D and the Amendments thereto. Devcar owns of record and
beneficially 55,000 Shares. Devcar has acquired no shares or engaged in any
other transaction EXCEPTING RECEIPT OF THE 10% STOCK DIVIDEND AS RECEIVED BY ALL
SHAREHOLDERS ON JANUARY 14, 1998.
(8) TD Investments ("TD") is a Nevada limited liability company as
to which Mr. David B. Hehn is the President, Secretary and Treasurer. TD
maintains its offices for the transaction of business at 3753 Howard Hughes
Parkway, Suite 200, Las Vegas, Nevada 89109. The members of TD are certain of
the trusts identified herein, which trusts are, directly or indirectly,
influenced or controlled by Mr. Pickup and therefor that entity is being
included as a member of the "group" as previously defined in Schedule 13D and
the amendments thereto. TD Investment currently holds 55,000 shares, none of
which have been acquired within the past 60 days EXCEPTING RECEIPT OF THE 10%
STOCK DIVIDEND AS RECEIVED BY ALL SHAREHOLDERS ON JANUARY 14, 1998.
(9) Mr. Richard H. Pickup, an individual, does, as previously
disclosed, exercise certain direct or indirect control over certain of the
reporting entities herein. However, he personally, neither beneficially nor of
record, owns any Shares. Since it is acknowledged that Mr. Pickup does
effectively directly or indirectly exercise control over certain of the
reporting entities disclosed in this filing, Mr. Pickup is also filing as a
reporting person.
Over the past five years, none of the filing persons have been (1)
convicted in a criminal proceeding, or (2) been a party to a civil proceeding
of a judicial or administrative body which resulted in judgment, decree or
final order enjoining future violations of, or prohibitions or mandating
activity subject to federal, or state securities laws or finding any violations
with respect to such laws. Further, none of the officers or directors of the
Corporations nor the general partner of the Partnerships identified herein, nor
any of the Trustees or any of the Trusts identified herein, nor manager or
officers of any limited liability company identified herein have at any time
been convicted in any criminal proceeding or have been a party to any of those
proceedings specified in subparagraph (2) hereinabove.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As has been reported in the Schedule 13D and Amendments thereto, the
source of all funds used in acquiring Shares by each of the filing persons
represents either personal funds of Mr. Pickup, which were originally
contributed to the Trusts or the Partnerships, or represents working capital of
those entities. No funds used by any of the reporting persons in acquiring any
of the Shares were borrowed and all Shares which were acquired by each of the
reporting entities were purchased through licensed broker dealers in open market
transactions, and sales were made
-4-
<PAGE> 5
through licensed broker dealers in open market transactions. Details concerning
acquisitions or sales of Shares during the past sixty (60) days by each of the
filing persons is as detailed and specified in Item 5 hereinbelow.
ITEM 4. PURPOSE OF TRANSACTION
- -------------------------------
Each of the filing persons has purchased Shares of FNF for investment
purposes only.
Those alternatives available to the filing persons in connection with
FNF securities include the making of further acquisitions of Shares from one or
more sellers, either through open market purchases or in privately negotiated
transaction, and disposing of all or any portion of the Shares of FNF common
stock held by all or any of the filing persons to one or more purchasers, either
through open market or in privately negotiated transactions. None of the filing
persons nor Mr. Richard H. Pickup has any present plans in connection with any
of the foregoing, however, none of the foregoing actions nor any of the
following described actions by any of the filing persons or Mr. Richard H.
Pickup can be ruled out in the future for either the short or long term.
Further, none of the filing persons or Mr. Pickup has any present plans
or proposals which may relate to or result in:
A. The acquisition or disposition by any reporting person of any
additional securities of the issuer or the disposition of securities of the
issuer.
B. An extraordinary corporate transaction, such a merger,
reorganization or liquidation involving the issuer or any of its subsidiaries.
C. The sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries.
D. A change in the present board of directors or management of the
issuer, including any plans or proposals to change the number of directors or
to fill any existing vacancies upon the board.
E. Any material change in the present capitalization or dividend policy
of the issuer.
F. Any material change in the issuer's business or corporate structure.
G. Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person.
H. Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association.
I. Causing a class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended.
J. Any action similar to any of those enumerated above.
-5-
<PAGE> 6
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The interest in the securities of FNF held by each of the filing and
reporting persons is as reported below. It is to be noted that the percentage
of interest holdings is based upon FNF's most recent Securities and Exchange
Commission filing of its Form 10-Q as filed September 30, 1997. Said filing
reported that there were 16,276,072 shares outstanding as of November 11, 1997.
Filing persons are uncertain as to whether such outstanding shares figure
includes certain of those shares received as a stock dividend after January 1,
1998, and in the event such figure does not include such reported stock
dividend made to all holders of shares, it is assumed that the outstanding
shares are greater and therefore the relative percentage holdings of each of
the reported person is somewhat less than the figures reported herein.
Based upon the total number of 16,276,062 shares of FNF outstanding,
the interest in the securities held by each of the reporting person is:
A. Dito-Devcar Corporation is the beneficial and record owner 880,000
Shares. The Corporation's holdings of Shares constitute approximately 5.41% of
all of the outstanding FNF Shares based upon 16,276,062 shares outstanding.
B. Pickup Family Trust is the beneficial and record holder of 275,000
Shares of FNF Shares, which Shares constitute approximately 1.68% of the
outstanding Shares of common stock of FNF based upon 16,276,062 shares
outstanding.
C. DRP Charitable Unitrust is the beneficial and record holder of
33,000 Shares of FNF Shares, which Shares constitute approximately .21% of the
outstanding Shares of common stock of FNF based upon 16,276,062 shares
outstanding.
D. TMP Charitable Unitrust is the beneficial and record holder of
33,000 Shares of FNF Shares, which Shares constitute approximately .21% of the
outstanding Shares of common stock of FNF based upon 16,276,062 shares
outstanding.
E. Dito-Caree, L.P. is the beneficial and record holder of 211,000
Shares of FNF Shares, which Shares constitute approximately 1.29% of the
outstanding Shares of common stock of FNF based upon 16,276,062 shares
outstanding.
F. Pickup Charitable Remainder Unitrust II is the beneficial and record
holder of 55,000 Shares of FNF Shares, which Shares constitute approximately
.34% of the outstanding Shares of common stock of FNF based upon 16,276,062
shares outstanding.
G. TD Investment is the beneficial and record holder of 55,000 Shares
of FNF Shares, which Shares constitute approximately .34% of the outstanding
Shares of common stock of FNF based upon 16,276,062 shares outstanding.
F. Dito Devcar, L.P. is the beneficial and record holder of 55,000
Shares of FNF Shares, which Shares constitute approximately .34% of the
outstanding Shares of common stock of FNF based upon 16,276,062 shares
outstanding.
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<PAGE> 7
I. As noted above Mr. Richard Pickup owns no Shares of FNF
beneficially or of record.
All of the reporting persons currently hold a combined total of
1,597,000 Shares of FNF or a 9.82% of all Shares of FNF based on 16,276,062
Shares of outstanding Shares of common stock.
On or about January 14, 1998, each of the reporting entities received a
10% stock dividend which was declared and delivered by FNF which resulted in
those entities receiving additional shares as follows:
<TABLE>
<CAPTION>
Entity 10% Stock Dividend
<S> <C>
Dito-Devcar Corp. 75,000
Dito Caree L.P. 30,040
Pickup Family Trust 25,000
DRP Charitable Unitrust 3,000
TMP Charitable Unitrust 3,000
Pickup Charitable Unitrust II 5,000
Dito Devcar L.P. 5,000
TD Investments 5,000
</TABLE>
In addition to the stock dividend reported above, the following
reported entities did engage in transactions involving FNF securities within
the last sixty days.
DITO-DEVCAR CORPORATION
(Purchase Transactions)
<TABLE>
<CAPTION>
Date of Shares Price Total
Transaction Acquired Per Share Consideration Paid
----------- -------- --------- ------------------
<S> <C> <C> <C>
1/06/98 2,000 29.9375 $ 60,038
1/07/98 10,000 29.1260 $291,553
1/08/98 13,000 29.0000 $377,393
1/08/98 10,000 28.7500 $287,800
2/03/98 20,000 28.2500 $565,403
Total Acquisition: 130,000
</TABLE>
(Sale Transactions)
<TABLE>
<CAPTION>
Date of Shares Price Total
Transaction Acquired Per Share Consideration Rec'd
----------- -------- --------- -------------------
<S> <C> <C> <C>
12/15/97 50,000 29.7500 $1,486,446
12/16/97 45,600 30.1250 $1,372,738
12/16/97 140,700 30.0000 $4,219,589
12/17/97 13,700 30.6250 $ 419,133
Total Sales: 250,000
</TABLE>
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<PAGE> 8
DITO-CAREE, L.P.
(All Sales)
Date of Shares Price Total Considera-
Transaction Sold Per Share tion Received
----------- ------ --------- ----------------
12/22/97 9,600 33.0000 $ 316,497
12/24/97 20,000 30.0000 $ 599,576
12/29/97 69,440 31.0810 $2,156,800
12/30/97 10,000 31.3125 $ 313,435
1/02/98 20,000 31.3125 $ 625,825
Total Sales: 129,040
Item. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
No contracts, arrangements, understandings or relationships exist with
respect to securities of FNF between any of the reporting persons disclosed
herein or Mr. Richard H. Pickup.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable as to the reporting persons, no exhibits are being filed.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this Amendment is
true, complete and correct.
Dated: Feb. 14, 1998 DITO-DEVCAR CORPORATION,
a Nevada corporation
By: /s/ DAVID B. HEHN
-------------------------------------
David B. Hehn, President
DITO-CAREE, L.P.,
a Nevada limited partnership
By: Gamebusters, Inc.,
a Nevada corporation
its general partner
By: /s/ DAVID B. HEHN
-----------------------------
David B. Hehn, President
8
<PAGE> 9
DITO DEVCAR, L.P.,
a Nevada limited partnership
By: Gamebusters, Inc.,
a Nevada corporation
its general partner
By: /s/ DAVID B. HEHN
------------------------------
David B. Hehn, President
THE PICKUP FAMILY TRUST UNDER
DECLARATION OF TRUST,
dated January 5, 1989
By: /s/ RICHARD W. PICKUP
-------------------------------
Richard H. Pickup, Trustee
DRP CHARITABLE UNITRUST UNDER
DECLARATION OF TRUST,
dated January 29, 1993
By: /s/ RICHARD H. PICKUP
-------------------------------
Richard H. Pickup, Trustee
TMP CHARITABLE UNITRUST UNDER
DECLARATION OF TRUST,
dated January 29, 1993
By: /s/ RICHARD H. PICKUP
-------------------------------
Richard H. Pickup, Trustee
PICKUP CHARITABLE REMAINDER
UNITRUST II
By: /s/ RICHARD H. PICKUP
-------------------------------
Richard H. Pickup, Trustee
TD INVESTMENTS, LLC,
a Nevada limited liability company
By: /s/ DAVID B. HEHN
-------------------------------
David B. Hehn, President
/s/ RICHARD H. PICKUP
-----------------------------------
Richard H. Pickup,
an individual
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