<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Fidelity National Financial, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.0001 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
316326 10 7
- --------------------------------------------------------------------------------
(CUSIP Number)
Allan P. Kirby, Jr.
14 East Main Street
P.O. Box 90
Mendham, New Jersey 07945-0090
(973) 543-2200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 20, 2000
-------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 316326 10 7
<TABLE>
<S> <C>
- ----------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allan P. Kirby, Jr.
- ----------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ----------------------------------------------------------------------------------------------------------------
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) [ ]
- ----------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ----------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,220,369
BENEFICIALLY ----------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ----------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,220,369
----------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,220,369
- ----------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- ----------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
- ----------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
* See instructions before filling out!
-2-
<PAGE> 3
Item 1. Security and Issuer.
This statement relates to the common stock, par value of $.0001 per
share (the "Common Stock"), of Fidelity National Financial, Inc., a Delaware
corporation ("Fidelity"), having its principal executive offices at 17911 Von
Karman Avenue, Suite 300, Irvine, California 92614.
Item 2. Identity and Background.
(a) through (c).
Pursuant to Section 13(d)(1) of the Securities Exchange Act of 1934,
as amended (the "Act"), and pursuant to Rules 13d-1 and 13d-5 promulgated
thereunder, this statement is being filed on behalf of Mr. Allan P. Kirby, Jr.
("Mr. Kirby"):
<TABLE>
<CAPTION>
Name and Business Address Present Principal Occupation
- ------------------------- ----------------------------
<S> <C>
Allan P. Kirby, Jr. President, Liberty Square, Inc. (investments)
14 East Main Street 14 East Main Street
P.O. Box 90 P.O. Box 90
Mendham, New Jersey 07945 Mendham, New Jersey 07945;
Management of family and personal affairs
</TABLE>
(d) During the last five years Mr. Kirby has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years Mr. Kirby has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is 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
violation with respect to such laws.
(f) Mr. Kirby is a citizen of the United States of America.
Item 3. Source and Amount of Funds or other Consideration.
The shares of Common Stock of Fidelity reported herein as beneficially
owned by Mr. Kirby were acquired in the merger of Chicago Title Corporation
with and into Fidelity on March 20, 2000 (the "Merger").
Item 4. Purpose of Transaction.
Mr. Kirby has no present plans or proposals which relate to or would
result in any of the following:
-3-
<PAGE> 4
(a) The acquisition of additional securities or, except as described
below, the disposition of securities of Fidelity;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Fidelity or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of Fidelity or
of any of its subsidiaries;
(d) Any change in the present board of directors or management of
Fidelity, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board of directors;
(e) Any material change in the present capitalization or dividend
policy of Fidelity;
(f) Any other material change in Fidelity's business or corporate
structure;
(g) Changes in Fidelity's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
Fidelity by any person;
(h) Causing a class of securities of Fidelity 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) A class of equity securities of Fidelity becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Mr. Kirby currently intends to dispose of certain of the shares of
Common Stock of Fidelity which he beneficially owns. Such disposition
may be made in one or more open market sales or privately negotiated
transactions. Mr. Kirby intends to review from time to time his holdings of
Fidelity securities and reserves the right to acquire or dispose of Fidelity
securities, whether through open market purchases or otherwise.
Item 5. Interest in Securities of the Issuer.
(a) As of March 20, 2000, Mr. Kirby beneficially owned 4,220,369
shares, or approximately 6.4 percent of the outstanding shares, of the Common
Stock of Fidelity. Such amount consists of 1,731,582 shares held directly by
Mr. Kirby; 2,481,307 shares held by a trust of which Mr. Kirby is co-trustee
and beneficiary; and 7,480 shares which may be acquired by Mr. Kirby upon
exercise of options which are vested and exercisable immediately. The
percentage amount set forth above is based upon the number of shares of
Fidelity Common Stock issued and outstanding as of March 13, 2000, as described
in
-4-
<PAGE> 5
Fidelity's Annual Report on Form 10-K for the fiscal year ended December 31,
1999, plus the additional shares of Fidelity Common Stock that Fidelity issued
in the Merger as described in Fidelity's press release dated March 27, 2000.
(b) Mr. Kirby has sole power to vote or direct the vote and sole power
to dispose or direct the disposition of all of the foregoing shares of Fidelity
Common Stock.
(c) Except as indicated in Item 3, Mr. Kirby has not effected any
transactions in Fidelity Common Stock in the 60-day period ended as of the date
hereof.
(d) To the best knowledge of Mr. Kirby, no other person is known to
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, Fidelity Common Stock reported herein as
beneficially owned by Mr. Kirby.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
None.
Item 7. Materials to be Filed as Exhibits.
None.
-5-
<PAGE> 6
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.
Dated: March 30, 2000
/s/ Allan P. Kirby, Jr.
--------------------------------------
Allan P. Kirby, Jr.
-6-
