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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Fidelity National Financial, Inc.
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(Name of Issuer)
Common Stock, Par Value $.0001 Per Share
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(Title of Class of Securities)
316326 10 7
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(CUSIP Number)
F.M. Kirby
17 DeHart Street
P.O. Box 151
Morristown, New Jersey 07963
(973) 538-4800
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copies of all notices should be sent to:
Thomas J. Bianchini
17 DeHart Street
P.O. Box 151
Morristown, New Jersey 07963
(973) 538-4800
March 20, 2000
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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 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 [ ].
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SCHEDULE 13D
CUSIP NO. 316326 10 7
<TABLE>
<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
F.M. Kirby
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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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
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,845,736
BENEFICIALLY ----------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,031,340
REPORTING ----------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,845,736
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10 SHARED DISPOSITIVE POWER
2,031,340
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,877,076**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
* See instructions before filling out!
** Includes 986,100 shares held by trusts for the benefit of Mr. F.M.
Kirby's children and for the benefit of his children and his
children's descendants; Mr. F.M. Kirby disclaims beneficial ownership
of such shares.
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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. F.M. Kirby:
<TABLE>
<CAPTION>
Name and Business Address Present Principal Occupation
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<S> <C>
F.M. Kirby Chairman of the Board,
17 DeHart Street Alleghany Corporation
P.O. Box 151 (property and casualty reinsurance
Morristown, New Jersey 07963 and insurance, financial services,
industrial minerals and steel fasteners)
375 Park Avenue
New York, New York 10152
</TABLE>
(d) During the last five years Mr. F.M. Kirby has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years Mr. F.M. 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. F.M. 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. F.M. 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. F.M. Kirby has no present plans or proposals which relate to or
would result in any of the following:
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(a) The acquisition of additional securities or 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 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) and (b). The table below sets forth the aggregate number of
shares, and percentage, of the outstanding Common Stock of Fidelity
beneficially owned by Mr. F.M. Kirby as of March 20, 2000. Footnotes to the
table include information as to whether Mr. F.M. Kirby has sole or shared
voting or investment power with respect to such shares of Common Stock.
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<TABLE>
<CAPTION>
Number of Shares Percentage of
of Common Stock Outstanding
of Fidelity Common Stock
Person Beneficially Owned Beneficially Owned
------ ------------------ ------------------
<S> <C> <C>
F.M. Kirby 3,877,076 (1) 5.9% (2)
</TABLE>
(1) Includes 358,300 shares of Common Stock of Fidelity held by Mr. F.M.
Kirby as sole trustee of trusts for the benefit of his children,
1,403,540 shares held by a trust of which Mr. F.M. Kirby is co-trustee
and primary beneficiary and 627,800 shares held by trusts for the
benefit of Mr. F.M. Kirby's children and his children's descendants as
to which Mr. F.M. Kirby was granted a proxy. Mr. F.M. Kirby disclaims
beneficial ownership of the shares held for the benefit of his
children and for the benefit of his children and his children's
descendants. Mr. F.M. Kirby held 1,487,436 shares directly. Mr. F.M.
Kirby has sole voting power and sole investment power with respect to
the 358,300 shares held by him as sole trustee of trusts for the
benefit of his children and with respect to the 1,487,436 shares held
by him directly. Mr. F.M. Kirby has shared voting power and shared
investment power with respect to the 1,403,540 shares held by a trust
of which he is co-trustee and primary beneficiary. He has shared
voting power with respect to the 627,800 shares held by the trusts for
the benefit of his children and his children's descendants.
Information with respect to persons with whom Mr. F.M. Kirby shares
voting power and/or investment power, all of whom are citizens of the
United States, is set forth below:
1. (a) Name: John C. Baity, Esq.
(b) Address: Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
(c) Occupation: Attorney
Milbank, Tweed, Hadley & McCloy LLP
(law firm)
1 Chase Manhattan Plaza
New York, New York 10005
2. (a) Name: Alice K. Horton
(b) Address: Pleasant Green Farm
4500 Schley Road
Hillsborough, North Carolina 27278
(c) Occupation: Housewife
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3. (a) Name: Fred M. Kirby III
(b) Address: 1803 Tiffany Place
Greensboro, North Carolina 27408
(c) Occupation: Self-Employed
4. (a) Name: S. Dillard Kirby
(b) Address: 5 Dogwood Drive
Morristown, New Jersey 07960
(c) Occupation: Executive Vice President
F.M. Kirby Foundation, Inc.
17 DeHart Street
P.O. Box 151
Morristown, New Jersey 07963
5. (a) Name: Jefferson W. Kirby
(b) Address: 769 Shunpike Road
Green Village, New Jersey 07935
(c) Occupation: Vice President
Alleghany Corporation
(property and casualty reinsurance and
insurance, financial services, industrial
minerals and steel fasteners)
375 Park Avenue
New York, New York 10152
To the best knowledge of Mr. F.M. Kirby, during the last five years
none of such persons has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) 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.
(2) Based upon the number of shares of Fidelity Common Stock issued and
outstanding as of March 13, 2000, as described in 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.
(c) Except as indicated in Item 3, Mr. F.M. 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. F.M. Kirby, except as indicated in
Items 5(a) and 5(b), no other person is known to have the right to receive or
the power to direct
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the receipt of dividends from, or the proceeds from the sale of, Fidelity
Common Stock reported herein as beneficially owned by Mr. F.M. Kirby.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
See the response to Items 5(a) and (b) above.
Item 7. Materials to be Filed as Exhibits.
None.
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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/ F.M. Kirby
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F.M. Kirby
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