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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
FIDELITY NATIONAL FINANCIAL, INC.
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE 316326 10 7
(Title of class of securities) (CUSIP number)
JOSEPH A. ORLANDO
LEUCADIA NATIONAL CORPORATION
315 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10010
(212) 460-1932
(Name, address and telephone number of person authorized to receive
notices and communications)
MARCH 31, 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 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 [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits.
(Continued on following pages)
(Page 1 of 11 pages)
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NY2:\894947\02\J6JN02!.DOC\76830.0240
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------- --------------------------------
CUSIP No. 316326 10 7 13D
- ---------------------------------------------------------------------------------- --------------------------------
<S> <C>
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
1 NAME OF REPORTING PERSON: Leucadia National Corporation
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
- ---------------------- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [_]
- ---------------------- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------- ------------------------------------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS: N/A
- ---------------------- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York
- ----------------------------------- -------- ---------------------------------------------------- --------------------------------
NUMBER OF 7 SOLE VOTING POWER: None
SHARES
-------- ---------------------------------------------------- --------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 4,222,124(1) shares
OWNED BY
-------- ---------------------------------------------------- --------------------------------
EACH 9 SOLE DISPOSITIVE POWER: None
REPORTING
-------- ---------------------------------------------------- --------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,222,124(1) shares
- ---------------------- -------------------------------------------------------------------------- --------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 4,222,124(1) shares
- ---------------------- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: See Note 1 below [X]
- ---------------------- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.41%
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
14 TYPE OF REPORTING PERSON: CO
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
1. Does not include an aggregate of 1,499,704 shares of Common Stock that are
subject to purchase pursuant to Stock Purchase Agreements entered into on March
31, 2000.
2
<PAGE>
- ---------------------------------------------------------------------------------- --------------------------------
CUSIP No. 316326 10 7 13D
- ---------------------------------------------------------------------------------- --------------------------------
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
1 NAME OF REPORTING PERSON: Phlcorp, Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
- ---------------------- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [_]
- ---------------------- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------- ------------------------------------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS: N/A
- ---------------------- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Pennsylvania
- ----------------------------------- -------- ---------------------------------------------------- --------------------------------
NUMBER OF 7 SOLE VOTING POWER: None
SHARES
-------- ---------------------------------------------------- --------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 4,222,124(1) shares
OWNED BY
-------- ---------------------------------------------------- --------------------------------
EACH 9 SOLE DISPOSITIVE POWER: None
REPORTING
-------- ---------------------------------------------------- --------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,222,124(1) shares
- ---------------------- -------------------------------------------------------------------------- --------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 4,222,124(1) shares
- ---------------------- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X]
-
See Note 1 below
- ---------------------- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.41%
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
14 TYPE OF REPORTING PERSON: CO
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
1. Does not include an aggregate of 1,499,704 shares of Common Stock that are
subject to purchase pursuant to Stock Purchase Agreements dated as of March 31,
2000.
3
<PAGE>
- ---------------------------------------------------------------------------------- --------------------------------
CUSIP No. 316326 10 7 13D
- ---------------------------------------------------------------------------------- --------------------------------
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
1 NAME OF REPORTING PERSON: 330 MAD. PARENT CORP.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
- ---------------------- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [_]
- ---------------------- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------- ------------------------------------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS: N/A
- ---------------------- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
- ----------------------------------- -------- ---------------------------------------------------- --------------------------------
NUMBER OF 7 SOLE VOTING POWER: None
SHARES
-------- ---------------------------------------------------- --------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 4,222,124(1) shares
OWNED BY
-------- ---------------------------------------------------- --------------------------------
EACH 9 SOLE DISPOSITIVE POWER: None
REPORTING
-------- ---------------------------------------------------- --------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,222,124(1) shares
- ---------------------- -------------------------------------------------------------------------- --------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 4,222,124(1) shares
- ---------------------- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X]
-
See Note 1
- ---------------------- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.41%
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
14 TYPE OF REPORTING PERSON: CO
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
1. Does not include an aggregate of 1,499,704 shares of Common Stock that are
subject to purchase pursuant to Stock Purchase Agreements dated as of March 31,
2000.
4
<PAGE>
- ---------------------------------------------------------------------------------- --------------------------------
CUSIP No. 316326 10 7 13D
- ---------------------------------------------------------------------------------- --------------------------------
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
1 NAME OF REPORTING PERSON: Baldwin Enterprises, Inc..
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
- ---------------------- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [_]
- ---------------------- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------- ------------------------------------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS: WC
- ---------------------- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Colorado
- ----------------------------------- -------- ---------------------------------------------------- --------------------------------
NUMBER OF 7 SOLE VOTING POWER: None
SHARES
-------- ---------------------------------------------------- --------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 4,222,124(1) shares
OWNED BY
-------- ---------------------------------------------------- --------------------------------
EACH 9 SOLE DISPOSITIVE POWER: None
REPORTING
-------- ---------------------------------------------------- --------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,222,124(1) shares
- ---------------------- -------------------------------------------------------------------------- --------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 4,222,124(1) shares
- ---------------------- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X]
-
See Note 1
- ---------------------- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.41%
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
14 TYPE OF REPORTING PERSON: CO
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
1. Does not include an aggregate of 1,499,704 shares of Common Stock that are
subject to purchase pursuant to Stock Purchase Agreements dated as of March 31,
2000.
5
<PAGE>
- ---------------------------------------------------------------------------------- --------------------------------
CUSIP No. 316326 10 7 13D
- ---------------------------------------------------------------------------------- --------------------------------
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
1 NAME OF REPORTING PERSON: Bellpet, Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
- ---------------------- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [_]
- ---------------------- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------- ------------------------------------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS: AF
- ---------------------- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
- ----------------------------------- -------- ---------------------------------------------------- --------------------------------
NUMBER OF 7 SOLE VOTING POWER: None
SHARES
-------- ---------------------------------------------------- --------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 2,986,963(1) shares
OWNED BY
-------- ---------------------------------------------------- --------------------------------
EACH 9 SOLE DISPOSITIVE POWER: None
REPORTING
-------- ---------------------------------------------------- --------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,986,963(1) shares
- ---------------------- -------------------------------------------------------------------------- --------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 2,986,963(1) shares
- ---------------------- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X]
-
See Note 1
- ---------------------- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.53%
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
14 TYPE OF REPORTING PERSON: CO
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
</TABLE>
1. Does not include an aggregate of 1,499,704 shares of Common Stock that are
subject to purchase pursuant to Stock Purchase Agreements dated as of March 31,
2000.
6
<PAGE>
Item 1. Security and Issuer.
This Statement constitutes Amendment No. 1 to the Statement
on Schedule 13D (as amended, the "Schedule 13D") with the Securities and
Exchange Commission by Leucadia National Corporation ("Leucadia") and its
subsidiaries, Phlcorp, Inc. ("Phlcorp"), 330 MAD. PARENT CORP. ("330 Mad.
Parent"), Baldwin Enterprises, Inc. ("BEI") and Bellpet, Inc. ("Bellpet")
(collectively, the "Reporting Persons") with respect to the common stock, $.0001
par value per share, (the "Common Stock"), of Fidelity National Financial, Inc.,
a Delaware corporation (the "Company"). All capitalized terms used in this
Agreement No. 1 without definition have the meanings ascribed to them in the
Schedule 13D. The address of the principal executive office of the Company is
17911 Von Karman Avenue, Suite 300, Irvine, California 92614.
Item 2. Identity and Background
(a)-(c) Bellpet is a Delaware corporation. The address of
its principal office is 529 East South Temple, Salt Lake City, Utah 84102.
Bellpet is engaged in making investments for its own account. All of Bellpet's
outstanding shares of common stock are owned by BEI.
The following information with respect to each executive
officer and director of Bellpet is set forth in Amendment No. 1 to Schedule A
hereto: (i) name, (ii) business address, (iii) citizenship, (iv) present
principal occupation or employment and (v) name of any corporation or other
organization in which such employment is conducted, together with the principal
business and address of any such corporation or organization other than the
Reporting Persons for which such information is set forth above.
(d)-(f) During the last five years, neither Bellpet nor, to
its knowledge, any of the other persons identified pursuant to Paragraphs (a)
through (c) of this Item 2, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person 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. To the knowledge of the Reporting Persons, each of the
individuals identified pursuant to Paragraphs (a) through (c) of this Item 2 is
a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds used by BEI to purchase the
60,000 shares of Common Stock acquired by it since the date of the original
Schedule 13D was approximately $869,874 (including commissions) and was funded
out of advances from Leucadia. On March 30, 2000, Bellpet acquired from Leucadia
all of the shares of Common Stock that had been directly owned by Leucadia.
Bellpet's acquisition of shares of Common Stock was funded out of advances from
7
<PAGE>
Leucadia and was made through Bellpet's margin account maintained with Jefferies
& Company, Inc. on such firm's usual terms and conditions.
Item 5. Interest in Securities of the Issuer.
(a)-(b) As of April 3, 2000, the Reporting Persons
beneficially owned the following shares of Common Stock:
(i) Bellpet is the direct owner of 2,986,963 shares of
Common Stock, representing approximately 4.53% of the 65,910,547 shares of
Common Stock reported as being outstanding on March 27, 2000, after giving
effect to the Merger (the "outstanding shares of Common Stock").
(ii) BEI is the direct owner of 1,235,161 shares of Common
Stock, representing approximately 1.87% of the outstanding shares of Common
Stock. In addition, by virtue of its ownership of all of the shares of Bellpet,
BEI is a beneficial owner of all of the shares of Common Stock owned by Bellpet.
(iii) By virtue of its ownership of all of the shares of
BEI, 330 Mad. Parent is a beneficial owner of all of the shares of Common Stock
owned by BEI.
(iv) By virtue of its ownership of all of the shares of 330
Mad. Parent, Phlcorp is a beneficial owner of all of the shares of Common Stock
beneficially owned by 330 Mad. Parent.
(v) By virtue of its ownership of all of the shares of
Phlcorp, Leucadia is a beneficial owner of all of the shares of Common Stock
owned by Phlcorp.
(c) Except as set forth on Schedule B hereto or as
otherwise disclosed in Item 6, none of the Reporting Persons, nor, to the best
of their knowledge, any of their respective executive officers or directors has
effected any transaction in any securities of the Company since the filing of
the original Schedule 13D.
(d) No person except for the Reporting Persons 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, securities covered by this Statement.
(e) Not applicable.
The information contained in response to Item 6 of the
Schedule 13D is specifically incorporated into Item 5 by reference.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer.
Except as set forth below, there are no contracts,
arrangements, understandings or relationships with respect to any securities of
the Company (i) among (a) the Reporting Persons and, to the best of their
8
<PAGE>
knowledge, any of the persons identified pursuant to Item 2 above and (b) any
other person.
On March 31, 2000, Leucadia agreed to purchase an aggregate
of 1,499,704 shares of Common Stock (the "Kirby Shares") representing
approximately 2.28% of the outstanding Common Stock from Allan P. Kirby, Jr. and
a related trust pursuant to two Stock Purchase Agreements each dated as of March
31, 2000. The purchase price for the Kirby Shares is $15.00 per share of Common
Stock. A copy of each Stock Purchase Agreement is filed herewith as an exhibit
and is incorporated herein by reference.
Leucadia intends to assign the Stock Purchase Agreements to
one or more of the Reporting Persons. Assuming consummation of the Stock
Purchase Agreements, the Reporting Persons would beneficially own an aggregate
of 5,721,828 shares of Common Stock, representing approximately 8.68% of the
outstanding shares of Common Stock.
On March 30, 2000 the Reporting persons entered into an
agreement with respect to the filing of the Schedule 13D. A copy of the
agreement is filed as Exhibit 3 to this Amendment No. 1.
Item 7. Material to be Filed as Exhibits.
1. Stock Purchase Agreement dated as of March 31, 2000 by
and between Leucadia National Corporation and Allan P. Kirby, Jr.
2. Stock Purchase Agreement dated as of March 31, 2000 by
and between Leucadia National Corporation and PNC Bank N.A. & A.P.K. Jr.
Trustees Under the Will of Marion Kirby.
3. Agreement among the Reporting Persons with respect to
the filing of the Schedule 13D.
9
<PAGE>
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: April 3, 2000
LEUCADIA NATIONAL CORPORATION
PHLCORP, INC.
BALDWIN ENTERPRISES, INC.
BY: /S/ JOSEPH A. ORLANDO
------------------------------
Name: JOSEPH A. ORLANDO
Title: Vice President
330 MAD. PARENT CORP.
BELLPET, INC.
BY: /S/ CORINNE A. MAKI
------------------------------
Name: CORINNE A. MAKI
Title: Vice President
10
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
No Description
- -- -----------
1. Stock Purchase Agreement dated as of March 31, 2000 by and between
Leucadia National Corporation and Allan P. Kirby, Jr.
2. Stock Purchase Agreement dated as of March 31, 2000 by and between
Leucadia National Corporation and PNC Bank N.A. & A.P.K. Jr. Trustees
Under the Will of Marion Kirby.
3. Agreement among the Reporting Persons with respect to the filing of the
Schedule 13D.
11
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE A
ADDITIONAL INFORMATION CONCERNING THE REPORTING PERSONS
Directors and Executive Officers of the Reporting Persons
Set forth below are the name, business address, present
principal occupation or employment of each director and executive officer of
Bellpet. To the knowledge of such entities, each person listed below is a United
States citizen. The business address of each person named below is 315 Park
Avenue South, New York 10010.
For purposes of this schedule, Bellpet is referred to as ("e").
<TABLE>
<CAPTION>
Director- Principal Occupation or
Name and Business Address ships Offices Employment
- ------------------------- ----- ------- ----------
<S> <C> <C> <C>
Joseph A. Orlando (d), (e) Vice President and Chief Vice President and Chief Financial
Financial Officer of (a), Officer of (a)
Vice President and Treasurer
of (b), Vice President of (d)
Patrick Bienvenue (c), (e) Chairman, President and President of Leucadia Financial
529 East South Temple Treasurer of (c), Vice Corporation, a subsidiary of (a)
Salt Lake City, Utah 84102 President of (d)
Philip M. Cannella (e) Vice President of (b) and (d) Tax Director of (a)
Corinne A. Maki -- Vice President, Secretary Vice President, Treasurer and
529 East South Temple and Comptroller of (c) and Comptroller of Leucadia Financial
Salt Lake City, Utah 84102 (e) Corporation, a subsidiary of (a)
James N. Ward (c), (e) -- Vice President of Leucadia
529 East South Temple Financial Corporation, a
Salt Lake City, Utah 84102 subsidiary of (a)
Timothy C. Sentner (c), (e) -- Vice President of Leucadia
c/o Conseco Direct International Corporation, a
399 Market Street subsidiary of (a)
Philadelphia, Pennsylvania 19181
</TABLE>
Exhibit 1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of March 31, 2000 (this
"Agreement"), by and between Leucadia National Corporation, a New York
corporation ("Buyer"), and Allan P. Kirby, Jr. ("Seller").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Seller desires to sell 616,408 shares (the
"Shares") of common stock, par value $.0001 per share, of Fidelity National
Financial, Inc., a Delaware corporation ("Fidelity"), to Buyer, and Buyer
desires to purchase the Shares;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants, provisions and agreements set forth herein, the parties hereto
hereby agree as follows:
1. Purchase of the Shares. Subject to the terms and
conditions set forth in this Agreement, Seller shall sell, convey, assign,
transfer and deliver the Shares to Buyer and Buyer shall purchase and acquire
the Shares from Seller for a cash purchase price of $15 per Share and an
aggregate cash purchase price of $9,246,120 (the "Purchase Price"). Such
transaction, referred to herein as the "Purchase," shall occur on April 4, 2000
(unless either the parties mutually agree that the Purchase shall occur on a
different date or Seller shall have been unable to provide to Fidelity the
opinion of counsel referred to in clause (iii) of the last paragraph of the
letter from Seller to Fidelity dated January 7, 2000 (the "January 7 Letter"),
in which case the date on which the Purchase shall occur shall be postponed
until the date that Seller has been able to provide such opinion of counsel to
Fidelity). Seller has separately provided to Buyer the form of opinion of
counsel to be provided to Fidelity on April 3, 2000.
2. Representations and Warranties of Buyer. Buyer hereby
represents and warrants to Seller with respect to the Purchase of the Shares as
follows:
(a) Investment Experience. Buyer has substantial
experience in evaluating and investing in private
placement transactions of securities in companies
similar to Fidelity. Buyer is capable of evaluating
the merits and risks of Buyer's investment in
Fidelity and has such business and financial
experience as is required to give it the capacity to
protect Buyer's own interests.
(b) Accredited Investor. Buyer is an "accredited
investor" as that term is defined in Securities and
Exchange Commission Rule 501 of Regulation D, as
presently in effect.
(c) Investment. Buyer is acquiring the Shares only for
investment in Buyer's own account, not as a nominee
or agent and not with the view to, or for resale in
connection with, any distribution thereof. Buyer
understands that the sale of the Shares has not been
<PAGE>
registered under the Securities Act of 1933, as
amended (the "Act"), by reason of a specific
exemption from the registration provisions of the Act
that depends upon, among other things, the bona fide
nature of Buyer's investment intent and the accuracy
of Buyer's representations as expressed herein.
(d) Authority; Non-Contravention. Buyer has the full
right, power and capacity to enter into this
Agreement and to consummate the transactions
contemplated hereby. The execution of this Agreement
and the consummation of the transactions contemplated
hereby will not conflict with or constitute a breach
of or default under any agreement to which Buyer is a
party or by which Buyer's assets are bound.
3. Representations and Warranties of Seller. Seller hereby
represents and warrants to Buyer with respect to the Purchase of the Shares as
follows:
(a) Ownership of the Shares. Seller is the beneficial
owner of the Shares, and at the time of the Purchase
the Shares shall be free and clear of any and all
liens, pledges or other encumbrances.
(b) Authority; Non-Contravention. Assuming satisfaction
of the requirements set forth in the January 7
Letter, (i) Seller has the full right, power and
capacity to enter into this Agreement and to
consummate the transactions contemplated hereby, and
(ii) the execution of this Agreement and the
consummation of the transactions contemplated hereby
will not conflict with or constitute a breach of or
default under any agreement to which Seller is a
party or by which Seller's assets are bound.
4. Brokers. Each of Buyer and Seller represents to the
other that no agent, broker, investment banker, person or firm acting on behalf
of it or under its authority is or will be entitled to any broker's, finder's or
investment banker's fee or any other commission or similar fee directly with the
transaction contemplated hereby.
5. Governing law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
6. Assignment. This Agreement is not assignable by either
party, except that Buyer shall have the right to assign this Agreement to any
wholly-owned subsidiary of Buyer in which case (i) the representations in
Section 2 hereof shall be deemed to be made by Buyer for itself and any such
assignee and (ii) Buyer shall continue to be obligated under this Agreement.
7. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto, and there are no agreements,
understandings or representations between the parties hereto which are not set
forth herein. This Agreement may be terminated by either party without liability
to the other party in the event that the Purchase has not been completed on or
2
<PAGE>
prior to May 1, 2000. Each of Seller and Buyer agrees to use commercially
reasonable efforts to cause the Purchase to occur on or prior to May 1, 2000.
8. Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original and all of which together shall
be one and the same agreement.
3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement or caused this Agreement to be duly executed as of the day and
year first above written.
LEUCADIA NATIONAL CORPORATION
By: /s/ Thomas E. Mara
------------------------------------
Name: Thomas E. Mara
Title: EVP
/s/ Allan P. Kirby, Jr.
------------------------------------
Allan P. Kirby, Jr.
4
Exhibit 2
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of March 31, 2000 (this
"Agreement"), by and between Leucadia National Corporation, a New York
corporation ("Buyer"), and PNC Bank N.A. & A.P.K. Jr. Trustees Under the Will of
Marian Kirby ("Seller").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Seller desires to sell 883,296 shares (the
"Shares") of common stock, par value $.0001 per share, of Fidelity National
Financial, Inc., a Delaware corporation ("Fidelity"), to Buyer, and Buyer
desires to purchase the Shares;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants, provisions and agreements set forth herein, the parties hereto
hereby agree as follows:
1. Purchase of the Shares. Subject to the terms and
conditions set forth in this Agreement, Seller shall sell, convey, assign,
transfer and deliver the Shares to Buyer and Buyer shall purchase and acquire
the Shares from Seller for a cash purchase price of $15 per Share and an
aggregate cash purchase price of $13,249,440 (the "Purchase Price"). Such
transaction, referred to herein as the "Purchase," shall occur on April 4, 2000
(unless either the parties mutually agree that the Purchase shall occur on a
different date or Allan P. Kirby, Jr. shall have been unable to provide to
Fidelity the opinion of counsel referred to in clause (iii) of the last
paragraph of the letter from Allan P. Kirby, Jr. to Fidelity dated January 7,
2000 (the "January 7 Letter"), in which case the date on which the Purchase
shall occur shall be postponed until the date that Allan P. Kirby, Jr. has been
able to provide such opinion of counsel to Fidelity). Seller has separately
provided to Buyer the form of opinion of counsel to be provided to Fidelity on
April 3, 2000.
2. Representations and Warranties of Buyer. Buyer hereby
represents and warrants to Seller with respect to the Purchase of the Shares as
follows:
(a) Investment Experience. Buyer has substantial
experience in evaluating and investing in private
placement transactions of securities in companies
similar to Fidelity. Buyer is capable of evaluating
the merits and risks of Buyer's investment in
Fidelity and has such business and financial
experience as is required to give it the capacity to
protect Buyer's own interests.
(b) Accredited Investor. Buyer is an "accredited
investor" as that term is defined in Securities and
Exchange Commission Rule 501 of Regulation D, as
presently in effect.
<PAGE>
(c) Investment. Buyer is acquiring the Shares only for
investment in Buyer's own account, not as a nominee
or agent and not with the view to, or for resale in
connection with, any distribution thereof. Buyer
understands that the sale of the Shares has not been
registered under the Securities Act of 1933, as
amended (the "Act"), by reason of a specific
exemption from the registration provisions of the Act
that depends upon, among other things, the bona fide
nature of Buyer's investment intent and the accuracy
of Buyer's representations as expressed herein.
(d) Authority; Non-Contravention. Buyer has the full
right, power and capacity to enter into this
Agreement and to consummate the transactions
contemplated hereby. The execution of this Agreement
and the consummation of the transactions contemplated
hereby will not conflict with or constitute a breach
of or default under any agreement to which Buyer is a
party or by which Buyer's assets are bound.
3. Representations and Warranties of Seller. Seller hereby
represents and warrants to Buyer with respect to the Purchase of the Shares as
follows:
(a) Ownership of the Shares. Seller is the beneficial
owner of the Shares, and at the time of the Purchase
the Shares shall be free and clear of any and all
liens, pledges or other encumbrances.
(b) Authority; Non-Contravention. Assuming satisfaction
of the requirements set forth in the January 7
Letter, (i) Seller has the full right, power and
capacity to enter into this Agreement and to
consummate the transactions contemplated hereby, and
(ii) the execution of this Agreement and the
consummation of the transactions contemplated hereby
will not conflict with or constitute a breach of or
default under any agreement to which Seller is a
party or by which Seller's assets are bound.
4. Brokers. Each of Buyer and Seller represents to the
other that no agent, broker, investment banker, person or firm acting on behalf
of it or under its authority is or will be entitled to any broker's, finder's or
investment banker's fee or any other commission or similar fee directly with the
transaction contemplated hereby.
5. Governing law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
6. Assignment. This Agreement is not assignable by either
party, except that Buyer shall have the right to assign this Agreement to any
wholly-owned subsidiary of Buyer in which case (i) the representations in
Section 2 hereof shall be deemed to be made by Buyer for itself and any such
assignee and (ii) Buyer shall continue to be obligated under this Agreement.
7. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto, and there are no agreements,
understandings or representations between the parties hereto which are not set
forth herein. This Agreement may be terminated by either party without liability
2
<PAGE>
to the other party in the event that the Purchase has not been completed on or
prior to May 1, 2000. Each of Seller and Buyer agrees to use commercially
reasonable efforts to cause the Purchase to occur on or prior to May 1, 2000.
8. Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original and all of which together shall
be one and the same agreement.
3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement or caused this Agreement to be duly executed as of the day and
year first above written.
LEUCADIA NATIONAL CORPORATION
By: /s/ Thomas E. Mara
--------------------------------------
Name: Thomas E. Mara
Title: EVP
PNC BANK N.A. & A.P.K. JR.
TRUSTEES UNDER THE WILL OF MARIAN KIRBY
By: /s/ Allan P. Kirby, Jr.
--------------------------------------
Name: Allan P. Kirby, Jr.
Title: Co-Trustee
By: /s/ Walter Hemberger
--------------------------------------
Name: PNC Bank - Walter Hemberger
Title: Co-Trustee
Solely for purposes of the last sentence of
Section 7 hereof Allan P. Kirby, Jr. agrees
to be included within the definition of "Seller."
/s/ Allan P. Kirby
- --------------------------------------
Allan P. Kirby, Jr.
4
Exhibit 3
JOINT AGREEMENT
This will confirm the agreement by and among all the
undersigned that the Schedule 13D filed on or about this date with respect to
the beneficial ownership by the undersigned of common stock of Fidelity National
Financial Corporation is being filed on behalf of each of the entities named
below. This agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
Dated: March 30, 2000 LEUCADIA NATIONAL CORPORATION,
PHLCORP, INC. and
330 MAD. PARENT CORP. BALDWIN ENTERPRISES, INC.
BELLPET, INC.
By: /s/ Corinne A. Maki By: /s/ Joseph A. Orlando
---------------------------- ----------------------------
Name: Corinne A. Maki Name: Joseph A. Orlando
Title: Vice President Title: Vice President
<PAGE>
SCHEDULE B
TRANSACTIONS IN COMMON STOCK
WITHIN THE 60 DAYS PRECEDING APRIL 3, 2000.
Date Number of Shares Purchase or Sale Price per Share*
- ---- ---------------- ---------------- ---------------
3/30/00 20,000 Purchase $14.6875
3/31/00 40,000 Purchase $14.3281
- -------------------------
*Excludes broker commissions
