SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A
Amendment No. 2

Under the Securities Exchange Act of 1934

ANFI, INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

027717107

(CUSIP Number)

Alan L. Stinson
Executive Vice President and Chief Financial Officer
Fidelity National Financial, Inc.
17911 Von Karman Avenue, Suite 300
Irvine, California 92614
(949) 622-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:
C. Craig Carlson, Esq.
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite, 1600
Newport Beach, CA 92660
Telephone: (949) 725-4000

January 9, 2003

(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 §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box o.

TABLE OF CONTENTS

	Item 3. Source and Amount of Funds or Other Consideration.
	Item 4. Purpose of Transaction.
	Item 5. Interest in Securities of the Issuer.
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
	Item 7. Material to Be Filed as Exhibits.
SIGNATURE
APPENDIX A
EXHIBIT INDEX
EXHIBIT 99.8
EXHIBIT 99.9

SCHEDULE 13D/A

CUSIP No. 027717107 Page 2 of 9 Pages

1	NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		Fidelity National Financial, Inc. 86-0498599; Security Union Title Insurance Company 95-2216067; and Fidelity National Title Company of New York 13-1286310.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)        x (b)        o
3	SEC USE ONLY
4	SOURCE OF FUNDS  (See Instructions)
		N/A
5	CHECK IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
			7	SOLE VOTING POWER
NUMBER OF				2,653,173
SHARES
BENEFICIALLY			8	SHARED VOTING POWER
OWNED BY				3,469,810(1)
EACH
REPORTING			9	SOLE DISPOSITIVE POWER
PERSON				2,653,173(1)
WITH
			10	SHARED DISPOSITIVE POWER
				0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		Fidelity National Financial — 2,554,973 shares; (1) Security Union Title Insurance Company — 52,800 shares (1); and Fidelity National Title Company of New York — 45,400 shares (1).
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		Approximately 27.8% (2)
14	TYPE OF REPORTING PERSON (See Instructions)
		CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

(1)

3,469,810 shares of ANFI common stock are subject to the Voting Agreement (as discussed in Items 3, 4 and 5 below). Such share amount includes shares subject to stock options that are exercisable on January 9, 2003, or become exercisable within 60 days of January 9, 2003. The Reporting Persons expressly disclaim beneficial ownership of any shares of ANFI common stock covered by the Voting Agreement. Based on 9,549,919 shares of ANFI Common Stock outstanding as of December 31, 2002 (as represented by ANFI in the Merger Agreement discussed in Items 3, 4 and 5) the number of shares of ANFI Common Stock covered by the Voting Agreement represents approximately 36.3% of the outstanding ANFI Common Stock.

(2)

Based on 9,549,919 shares outstanding as of December 31, 2002, as represented by ANFI in the Merger Agreement discussed in Items 3, 4 and 5).

     Fidelity National Financial, Inc., a Delaware corporation (“Fidelity”), Security Union Title Insurance Company, a California corporation and a wholly-owned subsidiary of Fidelity (“Security Union”), and Fidelity National Title Company of New York, a New York corporation and a wholly-owned subsidiary of Fidelity (“Fidelity Title”), pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, hereby file this Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) which amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2002 (the “Schedule 13D”) and the Amendment No. 1 to Schedule 13D filed with the SEC on January 8, 2003 (the “Amendment No. 1”) by Fidelity, Security Union and Fidelity Title, with respect to the shares of Common Stock, no par value (the “ANFI Common Stock”) of ANFI, Inc., a California corporation (“ANFI” or the “Company”). Fidelity, Security Union and Fidelity Title are collectively referred to herein as the “Reporting Persons.”

     The Schedule 13D and the Amendment No. 1 are each hereby amended as follows.

Item 3. Source and Amount of Funds or Other Consideration.

     On January 9, 2003, Fidelity entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among ANFI Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Fidelity (“Merger Sub”), and ANFI. Pursuant to the Merger Agreement, subject to certain conditions, ANFI will be merged with and into Merger Sub with Merger Sub emerging as the surviving corporation and a wholly-owned subsidiary of Fidelity (the “Merger”). As a result of the Merger, each issued and outstanding share of ANFI Common Stock (other than ANFI treasury stock or shares of ANFI Common Stock owned by Fidelity or any of its subsidiaries) will be automatically converted into the right to receive 0.4540 shares (the “Exchange Ratio”) of common stock, par value $0.0001 per share, of Fidelity (“Fidelity Common Stock”). In addition, when the Merger is completed, each unexercised stock option to buy ANFI Common Stock outstanding under ANFI’s stock option plans and each warrant to purchase ANFI Common Stock will become an option or warrant to purchase Fidelity Common Stock. The number of shares of Fidelity Common Stock subject to each new option or warrant, as well as the exercise price of each new option or warrant, will be adjusted to reflect the Exchange Ratio and the applicable terms of the Merger. The consummation of the Merger is subject to regulatory approvals, the approval of the shareholders of ANFI and other customary closing conditions. There can be no guarantee that the Merger or the other transactions contemplated by the Merger Agreement will close by any particular date, if at all.

     As a condition and inducement to the execution of the Merger Agreement, Fidelity entered into a Voting Agreement, dated as of January 9, 2003 (the “Voting Agreement”), with each of the shareholders of ANFI listed on Appendix A (the “ANFI Holders”). Pursuant to the Voting Agreement, each of the ANFI Holders has agreed to vote its shares of ANFI Common Stock (plus any additional shares of capital stock or other voting securities of ANFI or any of its subsidiaries, beneficial ownership of which is directly or indirectly acquired after the date thereof, including, without limitation, shares received pursuant to any stock splits, stock dividends or distributions, shares acquired by purchase or upon the exercise, conversion or exchange of any option, warrant or convertible security or otherwise, and shares or any voting securities of ANFI or any of its subsidiaries received pursuant to any change in the capital stock of ANFI or such subsidiary by reason of any recapitalization, merger, reorganization, consolidation, combination, exchange of shares or the like) beneficially owned by such ANFI Holder (the “ANFI Holder Shares”) at every ANFI shareholders meeting and every written consent in lieu of such a meeting (i) in favor of the Merger, the Merger Agreement and any actions required in furtherance of the Merger as set forth in the Merger Agreement; (ii) against any action that is reasonably likely to result in breach in any

material respect of any covenant, representation or warranty, or any other obligation of ANFI or the ANFI Holder pursuant to the Voting Agreement; and (iii) against any competing Acquisition Proposal (as defined in the Merger Agreement).

     Under the Voting Agreement, each ANFI Holder also agreed to revoke any and all previous proxies with respect to its ANFI Holder Shares, to the extent such proxies are inconsistent with the terms of the Voting Agreement. Pursuant to the Voting Agreement, the ANFI Holders granted to certain officers of Fidelity an irrevocable proxy to vote or act by written consent with respect to the ANFI Holder Shares in accordance with the foregoing in respect of any matter specified in (i), (ii) and (iii) above.

     Under the Voting Agreement, each ANFI Holder agreed, until the earlier of the effective time of the Merger or the Expiration Date not to (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of such ANFI Holder Shares or any interest therein, except, if such ANFI Holder is an individual, such ANFI Holder may transfer ANFI Holder Shares by gift, will, or intestate succession to such ANFI Holder’s immediate family or to a trust the beneficiaries of which are exclusively such ANFI Holder or member of such ANFI Holder’s immediate family so long as the transferee agrees in writing to be bound by the terms of the Voting Agreement; (ii) grant any proxies or powers of attorney, deposit any ANFI Holder Shares into a voting trust or enter into a voting agreement with respect to any ANFI Holder Shares, or any interest in any of the ANFI Holder Shares, except specifically permitted by the Voting Agreement; or (iii) take any action that would make any representation or warranty of such ANFI Holder contained in the Voting Agreement materially incorrect or have the effect of preventing or disabling such ANFI Holder from performing its obligations under the Voting Agreement.

     Under the Voting Agreement, each ANFI Holder further agreed, until the earlier of the effective time of the Merger or the Expiration Date, that such ANFI Holder shall (i) immediately cease any existing discussions or negotiations, if any, with any Persons (as defined in the Merger Agreement) with respect to any Acquisition Proposal; (ii) not, directly or indirectly, initiate, solicit or knowingly encourage (including, without limitation, by way of furnishing any information or assistance), or take any other action to knowingly facilitate, any Acquisition Proposal; and (iii) promptly notify Fidelity of any written Acquisition Proposal received by such ANFI Holder. In addition, each ANFI Holder agreed to give prompt written notice to Fidelity of any development occurring after the date of the Voting Agreement that causes, or reasonably could be expected to cause, a breach by such ANFI Holder of any of the representations and warranties contained in the Voting Agreement.

     The Voting Agreement and the irrevocable proxy granted therein shall terminate upon the earlier to occur of (the “Expiration Date”): (i) the date on which the Merger Agreement is terminated; and (ii) the effective time of the Merger.

     Fidelity did not pay additional consideration to any ANFI Holder in connection with the execution and delivery of the Voting Agreement. Fidelity may be deemed to have obtained beneficial ownership of ANFI Common Stock pursuant to the Voting Agreement.

     On January 14, 2003, Fidelity entered into a written waiver (the “Waiver”) with the ANFI Holders, whereby Fidelity waived any rights it may have to enforce the transfer prohibition as it

relates to the exercise of ANFI stock options held by an ANFI Holder and any subsequent sale of any shares of ANFI Common Stock received upon such exercise.

     References to, and descriptions of, the Merger Agreement and the Voting Agreement as set forth above in this Item 3 are qualified in their entirety by reference to the copies of the Merger Agreement and the Voting Agreements attached as Exhibits 99.7 and 99.8 to this Amendment No. 2, which are incorporated herein in their entirety where such references and descriptions appear.

Item 4. Purpose of Transaction.

     The information set forth or incorporated by reference in Item 3 is incorporated herein by reference.

     References to, and descriptions of, the Merger Agreement as set forth above in this Item 4 are qualified in their entirety by references to the copy of the Merger Agreement attached as Exhibit 99.7 to this Amendment No. 2, which is incorporated in this Item 4 in its entirety where such references and descriptions appear.

Item 5. Interest in Securities of the Issuer.

     (a)-(b)

          (i) The information set forth or incorporated by reference in Items 3 and 4 is incorporated herein by reference.

          (ii) Fidelity has the sole power to vote, direct the voting of, and dispose of or direct the disposition of the 2,653,173 shares of ANFI Common Stock beneficially owned by the Reporting Persons. These shares constitute approximately 27.8% of the outstanding shares of ANFI Common Stock (based on 9,549,919 shares of ANFI Common Stock outstanding as of December 31, 2002, as represented by ANFI in the Merger Agreement).

          (iii) As a result of the Voting Agreement, Fidelity may be deemed to be the beneficial owner of 3,469,810 shares of ANFI Common Stock which constitutes approximately 36.3% of the issued and outstanding shares of ANFI Common Stock based on 9,549,919 shares of ANFI Common Stock outstanding as of December 31, 2002 (as represented by ANFI in the Merger Agreement). Fidelity may be deemed to have the shared power to vote (or to direct the vote of) the ANFI Holder Shares with respect to those matters described in Item 3. However, Fidelity (A) is not entitled to any rights as a shareholder of ANFI as to the ANFI Holder Shares and (B) disclaims any beneficial ownership of the shares of ANFI Common Stock which are covered by the Voting Agreement.

          (iv) Except as described above or on Schedule I, Schedule II or Schedule III of the Schedule 13D, incorporated herein by reference, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons referred to in Schedule I, Schedule II or Schedule III of the Schedule 13D, beneficially own any shares of ANFI Common Stock.

     (c)  Except as described in Item 3, to the knowledge of the Reporting Persons, no transactions in ANFI Common Stock have been effected during the past sixty (60) days by the Reporting Persons.

     (d)  Not applicable.

     (e)  Not applicable.

     References to, and descriptions of, the Merger Agreement and the Voting Agreement as set forth above in this Item 5 are qualified in their entirety by reference to the copies of the Merger Agreement and the Voting Agreement listed as Exhibits 99.7 and 99.8 to this Amendment No. 2, which are incorporated in this Item 5 in their entirety where such references and descriptions appear.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     The information set forth or incorporated by reference in Item 6 of the Schedule 13D is incorporated herein by reference.

     The information set forth or incorporated by reference in Items 3, 4 and 5 is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits.

EXHIBIT INDEX

Exhibit Number	Description
99.1	Issuing Agency Agreement, dated July 1, 1997 between Fidelity National Title Insurance Company and American Title Company (incorporated by reference to the Registration Statement on Form S-1 filed by American National Financial, Inc. on August 27, 1998, Registration No. 333-62353).
99.2	Issuing Agency Agreement, dated August 25, 1997 between Fidelity National Title Insurance Company and Santa Barbara Title Company (incorporated by reference to the Registration Statement on Form S-1 filed by American National Financial, Inc. on August 27, 1998, Registration No. 333-62353).
99.3	Standard Sublease, dated January 28, 1998 between American Title Company and Fidelity National Financial, Inc. (incorporated by reference to the Registration Statement on Form S-1 filed by American National Financial, Inc. on August 27, 1998, Registration No. 333-62353).
99.4	Title Plant Lease Agreement, dated July 1, 1997 between Fidelity National Title Insurance Company and American Title Company (incorporated by reference to the Registration Statement on Form S-1 filed by American National Financial, Inc. on August 27, 1998, Registration No. 333-62353).
99.5	Asset Purchase Agreement, dated July 25, 2000 by and among American National Financial, Inc. and Chicago Title Insurance Company (incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, filed by American National Financial, Inc., file no. 000-24961).
99.6	Stock Purchase Agreement, dated March 16, 1998 by and among Fidelity National Title Insurance Company of New York, National Title Insurance of New York, Inc. and American Title Company (incorporated by reference to the Registration Statement on Form S-1 filed by American National Financial, Inc. on August 27, 1998, Registration No. 333-62353).
99.7	Agreement and Plan of Merger, dated as of January 9, 2003, by and among Fidelity National, Financial, Inc., ANFI, Inc. and ANFI Merger Sub, Inc. (incorporated by reference to the Current Report on Form 8-K filed by ANFI, Inc. on January 16, 2003, file no. 000-24961).
99.8	Voting Agreement, dated as of January 9, 2003, by and among Fidelity National Financial, Inc. and the holders party thereto.
99.9	Waiver, dated as of January 14, 2003, by and among Fidelity National Financial, Inc. and certain shareholders of ANFI, Inc.

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.

Date: January 17, 2003	FIDELITY NATIONAL FINANCIAL, INC.
	By:	/s/ Alan L. Stinson
		Alan L. Stinson, Executive Vice President and Chief Financial Officer
	SECURITY UNION TITLE INSURANCE COMPANY
	By:	/s/ Alan L. Stinson
		Alan L. Stinson, Executive Vice President and Chief Financial Officer
	FIDELITY NATIONAL TITLE COMPANY OF NEW YORK
	By:	/s/ Alan L. Stinson
		Alan L. Stinson, Executive Vice President and Chief Financial Officer

APPENDIX A

ANFI HOLDERS

     The following table sets forth the name and present principal occupation or employment of each ANFI, Inc. shareholder that entered into the Voting Agreement with Fidelity National Financial, Inc. If no address is given, the director’s or executive officer’s business address is that of ANFI, Inc., 1111 E. Katella Avenue, Suite 220, Orange, California 92867. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to ANFI, Inc.

Name and Business Address:	Title:		Shares Beneficially Owned:
Michael C. Lowther	Chairman of the Board and	1,532,037
	Chief Executive Officer
Wayne D. Diaz	President	1,515,465
Carl A. Strunk	Executive Vice President and	212,948
	Chief Financial Officer
Barbara A. Ferguson	Executive Vice President	209,360

EXHIBIT INDEX

Exhibit Number	Description
99.1	Issuing Agency Agreement, dated July 1, 1997 between Fidelity National Title Insurance Company and American Title Company (incorporated by reference to the Registration Statement on Form S-1 filed by American National Financial, Inc. on August 27, 1998, Registration No. 333-62353).
99.2	Issuing Agency Agreement, dated August 25, 1997 between Fidelity National Title Insurance Company and Santa Barbara Title Company (incorporated by reference to the Registration Statement on Form S-1 filed by American National Financial, Inc. on August 27, 1998, Registration No. 333-62353).
99.3	Standard Sublease, dated January 28, 1998 between American Title Company and Fidelity National Financial, Inc. (incorporated by reference to the Registration Statement on Form S-1 filed by American National Financial, Inc. on August 27, 1998, Registration No. 333-62353).
99.4	Title Plant Lease Agreement, dated July 1, 1997 between Fidelity National Title Insurance Company and American Title Company (incorporated by reference to the Registration Statement on Form S-1 filed by American National Financial, Inc. on August 27, 1998, Registration No. 333-62353).
99.5	Asset Purchase Agreement, dated July 25, 2000 by and among American National Financial, Inc. and Chicago Title Insurance Company (incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, filed by American National Financial, Inc., file no. 000-24961).
99.6	Stock Purchase Agreement, dated March 16, 1998 by and among Fidelity National Title Insurance Company of New York, National Title Insurance of New York, Inc. and American Title Company (incorporated by reference to the Registration Statement on Form S-1 filed by American National Financial, Inc. on August 27, 1998, Registration No. 333-62353).
99.7	Agreement and Plan of Merger, dated as of January 9, 2003, by and among Fidelity National, Financial, Inc., ANFI, Inc. and ANFI Merger Sub, Inc. (incorporated by reference to the Current Report on Form 8-K filed by ANFI, Inc. on January 16, 2003, file no. 000-24961).
99.8	Voting Agreement, dated as of January 9, 2003, by and among Fidelity National Financial, Inc. and the holders party thereto.
99.9	Waiver, dated as of January 14, 2003, by and among Fidelity National Financial, Inc. and certain shareholders of ANFI, Inc.

EX-99.8 3 a87082exv99w8.txt EXHIBIT 99.8 EXHIBIT 99.8 VOTING AGREEMENT This Voting Agreement, dated January 9, 2003 (this "Agreement"), is entered into by and among Fidelity National Financial, Inc., a Delaware corporation ("Fidelity"), and the holders party hereto (each, a "Holder," and collectively, the "Holders") of the common stock, no par value, of ANFI, Inc., a California corporation ("ANFI") (each of Fidelity and the Holders are sometimes hereinafter referred to individually as a "Party" and, collectively, as the "Parties"). R E C I T A L S: WHEREAS, simultaneous with the execution and delivery of this Agreement, Fidelity, ANFI and ANFI Merger Sub, Inc., a California corporation and wholly-owned subsidiary of Fidelity ("Merger Sub"), have entered into that certain Agreement and Plan of Merger, dated even date herewith (the "Merger Agreement"), pursuant to which ANFI will be merged with and into Merger Sub, with Merger Sub emerging as the surviving corporation, and WHEREAS, the Holders will receive substantial benefit as a result of Fidelity, Merger Sub and ANFI entering into the Merger Agreement and consummating the transactions contemplated thereby, and Fidelity and Merger Sub would not have entered into the Merger Agreement if the Holders had not executed this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants contained herein, Fidelity and each Holder hereby agree as follows. A G R E E M E N T: ARTICLE 1. DEFINITIONS 1.1 Definitions As used herein, the following terms have the indicated meanings. Capitalized terms not defined herein shall have the meanings set forth in the Merger Agreement. (a) "ANFI Share" means any share of the Common Stock, no par value per share, of ANFI. (b) "ANFI Shareholders Meeting" means the annual or special meeting of ANFI's shareholders to consider and vote upon the matters set forth in the Proxy Statement/Prospectus. (c) "Holder Shares" means (i) the shares of issued and outstanding capital stock of ANFI held of record or beneficially owned by a Holder and (ii) additional shares of capital stock of ANFI acquired of record or beneficially owned by a Holder subsequent to the date of this Agreement and prior to the time of the ANFI Shareholders Meeting. 1 (d) "Merger Agreement" means that certain Agreement and Plan of Merger, of even date herewith, entered into by and among Fidelity, Merger Sub and ANFI, including all exhibits thereto, and any amendments permitted pursuant to Section 5.1. (e) "Merger" means the merger described in the Merger Agreement. (f) "Organizational Documents" of an entity means the articles of incorporation, certificate of incorporation, charter, articles of organization or formation, bylaws, operating or partnership agreement or other organizational documents of such entity. (g) "Transaction" means each of the transactions contemplated under the Merger Agreement. ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF THE HOLDERS Each Holder, severally and not jointly, represents and warrants to Fidelity regarding itself that the statements contained in this Article 2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Effective Time as though made then. 2.1 Status of Certain Holders If the Holder is not an individual, the Holder is an entity duly created, formed or organized, validly existing, and in good standing under the laws of the jurisdiction of its creation, formation, or organization. 2.2 Power and Authority; Enforceability If the Holder is not an individual, the Holder has the power and authority to execute and deliver this Agreement. If the Holder is an individual, the Holder is an adult of sound mind and is not executing and delivering this Agreement under duress, and otherwise has the requisite competence and authority to so execute and deliver this Agreement. The Holder has taken the action necessary to authorize the execution and delivery of this Agreement and the performance of such Holder's obligations hereunder. This Agreement has been duly authorized, executed and delivered by, and is enforceable against, the Holder. 2.3 No Violation The execution, delivery, and performance of this Agreement by the Holder will not (a) breach any law or order to which the Holder is subject and, if the Holder is not an individual, any provision of the Holder's Organizational Documents, (b) breach any contract, order or permit to which the Holder is a party or by which the Holder is bound or to which any of the Holder's assets are subject or (c) require the consent of any third party. 2 2.4 Shares; Holder Information The Holder holds of record or owns beneficially the number of ANFI Shares set forth next to such Holder's name on the signature page hereto. The Holder represents that it is not party to any contract or subject to any law or court order that requires the Holder to sell, transfer, or otherwise dispose of any capital stock of ANFI, or prevents the Holder from executing or delivering this Agreement or performing its obligations hereunder. 2.5 Accuracy of Representations and Warranties The Holder understands and acknowledges that Fidelity is entering into the Merger Agreement in reliance upon the Holder's execution and delivery of this Agreement and performance of the Holder's obligations hereunder. ARTICLE 3. AGREEMENT TO VOTE IN FAVOR OF MERGER Each Holder, severally and not jointly, covenants with Fidelity for itself as follows. 3.1 Voting of Shares (a) The Holder will attend the ANFI Shareholders Meeting, and any adjournment thereof, in person or by proxy. (b) The Holder agrees to vote (or cause to be voted) all of its Holder Shares at the ANFI Shareholders Meeting (i) in favor of the Merger, the Merger Agreement and any actions required in furtherance of the Merger as set forth in the Merger Agreement, (ii) against any action or agreement that is reasonably likely to result in breach in any material respect of any covenant, representation or warranty, or any other obligation of ANFI or the Holder pursuant to this Agreement and (iii) against any competing Acquisition Proposal (as such term is defined in the Merger Agreement). 3.2 Transfer; Additional Shares (a) Except as expressly permitted by this Agreement, or required by law or court order, the Holder shall not: (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of its Holder Shares or any interest therein, (ii) grant any proxies or powers of attorney or deposit any Holder Shares into a voting trust or enter into a voting agreement with respect to any Holder Shares or (iii) take any action that would make any representation or warranty of the Holder contained herein materially incorrect or have the effect of preventing or disabling the Holder from performing any of its obligations under this Agreement; provided, however, if the Holder is an individual, he or she may transfer Holder Shares (or any securities convertible into, exercisable for, or exchangeable for Holder Shares) by gift, will, or intestate succession to his or her immediate family or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family (for purposes of this paragraph, "immediate family" shall mean spouse, domestic partner, lineal descendant, father, mother, brother or sister of the transferor) so long as the transferee agrees in writing to be bound by the terms of this Agreement. 3 (b) Without limiting the provisions of the Merger Agreement, this Agreement will apply to the Holder Shares at the time the Holder becomes the record owner thereof or becomes entitled under applicable law to vote or direct the voting of such shares, as though they were ANFI Shares as of the date of this Agreement. While this Agreement is in effect, the Holder will promptly notify Fidelity of the number of new ANFI Shares as to which the Holder acquires record title or to which the Holder becomes entitled under applicable law to vote or direct the voting thereof. 3.3 Revocation of Other Proxies To the extent inconsistent with the foregoing provisions of this Article 3 or the other provisions of this Agreement, the Holder hereby revokes any and all previous proxies with respect to its Holder Shares. 3.4 Grant of Proxy The Holder hereby appoints William P. Foley, II and Tom D. Le, or either of them, its proxy to vote all of its Holder Shares at the ANFI Shareholders Meeting (including any adjournments and postponements thereof) in accordance with Section 3.1(b) and to execute and deliver any written consents to fulfill the Holder's obligations pursuant to this Agreement; provided, however, that such appointment shall remain in effect only if this Agreement has not been terminated pursuant to Section 5. This proxy is coupled with an interest and is irrevocable until the earlier of the effectiveness of the Merger and the date the Merger Agreement is terminated according to its terms. ARTICLE 4. PRE-CLOSING COVENANTS Fidelity and each Holder, severally and not jointly, for itself, further agree as follows with respect to the period between the execution of this Agreement and the earlier of the Effective Time and the termination of the Merger Agreement in accordance with its terms: 4.1 General The Holder will use its commercially reasonable efforts to take all actions and to do all things necessary to consummate, make effective, and comply with the terms of this Agreement. 4.2 Publicity Neither the Holder nor its Affiliates will issue any press release or other public announcement related to this Agreement or the Merger without Fidelity's prior written approval. 4.3 Competing Acquisition Proposals The Holder (a) shall immediately cease any existing discussions or negotiations, if any, with any Persons with respect to any Acquisition Proposal, (b) shall not, directly or indirectly, initiate, solicit or knowingly encourage (including, without limitation, by way of furnishing any information or assistance), or take any other action to knowingly facilitate, any Acquisition Proposal and (c) shall promptly notify Fidelity of any written Acquisition Proposal received by the Holder. 4.4 Notice of Developments 4 The Holder will give prompt written notice to Fidelity of any development occurring after the date of this Agreement that causes, or reasonably could be expected to cause, a breach by the Holder of any of the representations and warranties in Article 2. No disclosure by the Holder under this Section 4.4 will be deemed to amend this Agreement or to prevent or cure any misrepresentation or breach of representation, warranty, or covenant. ARTICLE 5. TERMINATION 5.1 Termination of Agreement This Agreement will automatically terminate upon the earlier to occur of (a) the termination of the Merger Agreement in accordance with the terms of the Merger Agreement and (b) the Effective Time. 5.2 Effect of Termination Except for the obligations under this Article 5 and Article 6 below, if this Agreement is terminated under Section 5.1 above, then, except as provided in this Section 5.2, all further obligations of the Parties under this Agreement will terminate. ARTICLE 6. MISCELLANEOUS 6.1 Entire Agreement This Agreement, together with the exhibits and any attachments hereto and the certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the Parties hereto and supersedes all prior agreements and understandings with respect to the subject matter hereof. 6.2 Successors All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the Parties and their respective successors. 6.3 Specific Performance Each Party acknowledges and agrees that the other Parties would be damaged irreparably if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Accordingly, each Party agrees that the other Parties will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its terms and provisions in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, subject to Section 6.6. 6.4 Limitation of Liability The Holder shall be severally but not jointly responsible for its obligations hereunder. The 5 only remedies available to Fidelity in the event that the Holder is determined by a court of competent jurisdiction to have breached its obligations hereunder are (a) specific performance pursuant to Section 6.3 or (b) money damages not to exceed the fair market value of the Holder's ANFI Shares at the time of execution of this Agreement. 6.5 Counterparts This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. 6.6 Headings The article and section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement. 6.7 Governing Law This Agreement and the performance of the obligations of the Parties hereunder will be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law principles. 6.8 Amendments and Waivers No amendment, modification, replacement, termination or cancellation of any provision of this Agreement will be valid with respect to Fidelity or a Holder unless the same will be in writing and signed by each of Fidelity and each Holder to be bound by such amendment, modification, replacement, termination or cancellation. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence. 6.9 Severability Any provision of this Agreement that is invalid, unenforceable or illegal in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such invalidity, unenforceability, or illegality without affecting the remaining provisions hereof and without affecting the validity, enforceability or legality of such provision in any other jurisdiction. 6.10 Notices All notices, requests and other communications to any Party hereunder shall be in writing (including facsimile or similar writing) and shall be given, if to Fidelity, to: Fidelity National Financial, Inc. 4050 Calle Real, Suite 200 Santa Barbara, California, 93110 Attention: Marlan Walker 6 with a copy to: Stradling Yocca Carlson & Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660 Attention: C. Craig Carlson, Esq. Facsimile: (949) 725-4100 if to a Holder, to: the address set forth on the applicable signature page hereto. or such other address or facsimile number as such Party may hereafter specify for the purpose by notice to the other Parties hereto. Each such notice, request or other communication shall be effective upon receipt. 6.11 Expenses Except as otherwise expressly provided in this Agreement, each Party will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the Transactions. Holders agree that the Fidelity has not borne nor will bear any costs and expenses (including any legal fees and expenses of any Holder Party) in connection with this Agreement or any of the Transactions. [The remainder of this page is intentionally left blank.] 7 IN WITNESS WHEREOF, the Parties have executed this Voting Agreement on the date first above written. FIDELITY NATIONAL FINANCIAL, INC. By: ----------------------------------- Print Name: ---------------------------------- Its: ----------------------------------- HOLDER --------------------------------------------- Print Name: --------------------------------- No. of ANFI Shares Held: ------------------- Notice Information: Address: --------------------------------------------- --------------------------------------------- --------------------------------------------- Attention: ----------------------------------- Facsimile: ------------------------- with a copy to: Address: --------------------------------------------- --------------------------------------------- --------------------------------------------- Attention: ----------------------------------- Facsimile: ----------------------------------- HOLDER SIGNATURE PAGE TO VOTING AGREEMENT HOLDER --------------------------------------------- Print Name: --------------------------------- No. of ANFI Shares Held: ------------------- Notice Information: Address: --------------------------------------------- --------------------------------------------- --------------------------------------------- Attention: ----------------------------------- Facsimile: ------------------------- with a copy to: Address: --------------------------------------------- --------------------------------------------- --------------------------------------------- Attention: ----------------------------------- Facsimile: ----------------------------------- HOLDER SIGNATURE PAGE TO VOTING AGREEMENT HOLDER --------------------------------------------- Print Name: --------------------------------- No. of ANFI Shares Held: ------------------- Notice Information: Address: --------------------------------------------- --------------------------------------------- --------------------------------------------- Attention: ----------------------------------- Facsimile: ------------------------- with a copy to: Address: --------------------------------------------- --------------------------------------------- --------------------------------------------- Attention: ----------------------------------- Facsimile: ----------------------------------- HOLDER SIGNATURE PAGE TO VOTING AGREEMENT HOLDER --------------------------------------------- Print Name: --------------------------------- No. of ANFI Shares Held: ------------------- Notice Information: Address: --------------------------------------------- --------------------------------------------- --------------------------------------------- Attention: ----------------------------------- Facsimile: ------------------------- with a copy to: Address: --------------------------------------------- --------------------------------------------- --------------------------------------------- Attention: ----------------------------------- Facsimile: ----------------------------------- HOLDER SIGNATURE PAGE TO VOTING AGREEMENT EX-99.9 4 a87082exv99w9.txt EXHIBIT 99.9 EXHIBIT 99.9 WAIVER This Waiver is executed and delivered by the undersigned effective January 14, 2003 with reference to the following: RECITALS A. Fidelity National Financial, Inc., a Delaware corporation ("Fidelity"), ANFI, Inc., a California corporation ("ANFI"), and ANFI Merger Sub, Inc., a California corporation and a wholly-owned subsidiary of Fidelity ("Merger Sub"), entered into that certain Agreement and Plan of Merger, dated January 9, 2003 (the "Merger Agreement"), whereby Fidelity will acquire ANFI pursuant to a merger of ANFI with and into Merger Sub with Merger Sub emerging as the surviving entity and wholly-owned subsidiary of Fidelity (the "Merger"). B. Fidelity and certain holders (each, a "Holder" and, collectively, the "Holders") of the common stock, no par value, of ANFI have entered into that certain Voting Agreement dated as of January 9, 2003 (the "Voting Agreement"), pursuant to which the Holders have agreed to vote their shares of ANFI common stock as provided for in the Voting Agreement, including, without limitation, in favor of the Merger and the Merger Agreement. C. The Holders, or certain of them, may exercise certain of their ANFI Options (as defined in the Merger Agreement) into shares of common stock of ANFI (the "ANFI Option Shares"), and subsequently sell some or all of the ANFI Option Shares acquired upon exercise prior to the Effective Time (as defined in the Merger Agreement) of the Merger. D. Pursuant to Section 3.2 of the Voting Agreement, each Holder is prohibited from offering for sale, selling, transferring, pledging, encumbering, assigning or otherwise disposing of, or entering into any contract or arrangement to do any of the foregoing, any or all of his or her Holder Shares (as defined in the Voting Agreement and which would include the ANFI Option Share) (the "Transfer Prohibition"). E. Fidelity desires to waive any rights it may have to enforce the Transfer Prohibition, subject to the provisions below. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Fidelity and the undersigned Holders hereby agree as follows: 1. Fidelity hereby waives its right to enforce the Transfer Prohibition as it relates to the exercise of ANFI Options by a Holder and any subsequent sale of any ANFI Option Shares acquired upon exercise. 2. This Waiver shall not be construed as a waiver of compliance with respect to any additional terms or conditions in the Voting Agreement or the Merger Agreement, except as expressly stated hereinabove. [signature page follows] IN WITNESS WHEREOF, the undersigned have executed this Waiver effective as of the date first set forth above. FIDELITY NATIONAL FINANCIAL, INC. By: ---------------------------------------- Print Name: -------------------------------- Its: --------------------------------------- HOLDERS ------------------------------------------- Michael C. Lowther ------------------------------------------- Barbara A. Ferguson ------------------------------------------- Wayne D. Diaz ------------------------------------------- Carl A. Strunk -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.8

                                                                    EXHIBIT 99.8

                                VOTING AGREEMENT

      This Voting Agreement, dated January 9, 2003 (this "Agreement"), is
entered into by and among Fidelity National Financial, Inc., a Delaware
corporation ("Fidelity"), and the holders party hereto (each, a "Holder," and
collectively, the "Holders") of the common stock, no par value, of ANFI, Inc., a
California corporation ("ANFI") (each of Fidelity and the Holders are sometimes
hereinafter referred to individually as a "Party" and, collectively, as the
"Parties").

                                R E C I T A L S:

      WHEREAS, simultaneous with the execution and delivery of this Agreement,
Fidelity, ANFI and ANFI Merger Sub, Inc., a California corporation and
wholly-owned subsidiary of Fidelity ("Merger Sub"), have entered into that
certain Agreement and Plan of Merger, dated even date herewith (the "Merger
Agreement"), pursuant to which ANFI will be merged with and into Merger Sub,
with Merger Sub emerging as the surviving corporation, and

      WHEREAS, the Holders will receive substantial benefit as a result of
Fidelity, Merger Sub and ANFI entering into the Merger Agreement and
consummating the transactions contemplated thereby, and Fidelity and Merger Sub
would not have entered into the Merger Agreement if the Holders had not executed
this Agreement.

      NOW, THEREFORE, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties, and
covenants contained herein, Fidelity and each Holder hereby agree as follows.

                               A G R E E M E N T:

                                   ARTICLE 1.
                                   DEFINITIONS

      1.1 Definitions

      As used herein, the following terms have the indicated meanings.
Capitalized terms not defined herein shall have the meanings set forth in the
Merger Agreement.

            (a) "ANFI Share" means any share of the Common Stock, no par value
per share, of ANFI.

            (b) "ANFI Shareholders Meeting" means the annual or special meeting
of ANFI's shareholders to consider and vote upon the matters set forth in the
Proxy Statement/Prospectus.

            (c) "Holder Shares" means (i) the shares of issued and outstanding
capital stock of ANFI held of record or beneficially owned by a Holder and (ii)
additional shares of capital stock of ANFI acquired of record or beneficially
owned by a Holder subsequent to the date of this Agreement and prior to the time
of the ANFI Shareholders Meeting.

                                       1

            (d) "Merger Agreement" means that certain Agreement and Plan of
Merger, of even date herewith, entered into by and among Fidelity, Merger Sub
and ANFI, including all exhibits thereto, and any amendments permitted pursuant
to Section 5.1.

            (e) "Merger" means the merger described in the Merger Agreement.

            (f) "Organizational Documents" of an entity means the articles of
incorporation, certificate of incorporation, charter, articles of organization
or formation, bylaws, operating or partnership agreement or other organizational
documents of such entity.

            (g) "Transaction" means each of the transactions contemplated under
the Merger Agreement.

                                   ARTICLE 2.
                  REPRESENTATIONS AND WARRANTIES OF THE HOLDERS

      Each Holder, severally and not jointly, represents and warrants to
Fidelity regarding itself that the statements contained in this Article 2 are
correct and complete as of the date of this Agreement and will be correct and
complete as of the Effective Time as though made then.

      2.1 Status of Certain Holders

      If the Holder is not an individual, the Holder is an entity duly created,
formed or organized, validly existing, and in good standing under the laws of
the jurisdiction of its creation, formation, or organization.

      2.2 Power and Authority; Enforceability

      If the Holder is not an individual, the Holder has the power and authority
to execute and deliver this Agreement. If the Holder is an individual, the
Holder is an adult of sound mind and is not executing and delivering this
Agreement under duress, and otherwise has the requisite competence and authority
to so execute and deliver this Agreement. The Holder has taken the action
necessary to authorize the execution and delivery of this Agreement and the
performance of such Holder's obligations hereunder. This Agreement has been duly
authorized, executed and delivered by, and is enforceable against, the Holder.

      2.3 No Violation

      The execution, delivery, and performance of this Agreement by the Holder
will not (a) breach any law or order to which the Holder is subject and, if the
Holder is not an individual, any provision of the Holder's Organizational
Documents, (b) breach any contract, order or permit to which the Holder is a
party or by which the Holder is bound or to which any of the Holder's assets are
subject or (c) require the consent of any third party.

                                       2

      2.4 Shares; Holder Information

      The Holder holds of record or owns beneficially the number of ANFI Shares
set forth next to such Holder's name on the signature page hereto. The Holder
represents that it is not party to any contract or subject to any law or court
order that requires the Holder to sell, transfer, or otherwise dispose of any
capital stock of ANFI, or prevents the Holder from executing or delivering this
Agreement or performing its obligations hereunder.

      2.5 Accuracy of Representations and Warranties

      The Holder understands and acknowledges that Fidelity is entering into the
Merger Agreement in reliance upon the Holder's execution and delivery of this
Agreement and performance of the Holder's obligations hereunder.

                                   ARTICLE 3.
                      AGREEMENT TO VOTE IN FAVOR OF MERGER

      Each Holder, severally and not jointly, covenants with Fidelity for itself
as follows.

      3.1 Voting of Shares

            (a) The Holder will attend the ANFI Shareholders Meeting, and any
adjournment thereof, in person or by proxy.

            (b) The Holder agrees to vote (or cause to be voted) all of its
Holder Shares at the ANFI Shareholders Meeting (i) in favor of the Merger, the
Merger Agreement and any actions required in furtherance of the Merger as set
forth in the Merger Agreement, (ii) against any action or agreement that is
reasonably likely to result in breach in any material respect of any covenant,
representation or warranty, or any other obligation of ANFI or the Holder
pursuant to this Agreement and (iii) against any competing Acquisition Proposal
(as such term is defined in the Merger Agreement).

      3.2 Transfer; Additional Shares

            (a) Except as expressly permitted by this Agreement, or required by
law or court order, the Holder shall not: (i) offer for sale, sell, transfer,
tender, pledge, encumber, assign or otherwise dispose of, or enter into any
contract, option or other arrangement or understanding with respect to or
consent to the offer for sale, transfer, tender, pledge, encumbrance, assignment
or other disposition of, any or all of its Holder Shares or any interest
therein, (ii) grant any proxies or powers of attorney or deposit any Holder
Shares into a voting trust or enter into a voting agreement with respect to any
Holder Shares or (iii) take any action that would make any representation or
warranty of the Holder contained herein materially incorrect or have the effect
of preventing or disabling the Holder from performing any of its obligations
under this Agreement; provided, however, if the Holder is an individual, he or
she may transfer Holder Shares (or any securities convertible into, exercisable
for, or exchangeable for Holder Shares) by gift, will, or intestate succession
to his or her immediate family or to a trust the beneficiaries of which are
exclusively the undersigned and/or a member or members of his or her immediate
family (for purposes of this paragraph, "immediate family" shall mean spouse,
domestic partner, lineal descendant, father, mother, brother or sister of the
transferor) so long as the transferee agrees in writing to be bound by the terms
of this Agreement.

                                       3

            (b) Without limiting the provisions of the Merger Agreement, this
Agreement will apply to the Holder Shares at the time the Holder becomes the
record owner thereof or becomes entitled under applicable law to vote or direct
the voting of such shares, as though they were ANFI Shares as of the date of
this Agreement. While this Agreement is in effect, the Holder will promptly
notify Fidelity of the number of new ANFI Shares as to which the Holder acquires
record title or to which the Holder becomes entitled under applicable law to
vote or direct the voting thereof.

      3.3 Revocation of Other Proxies

      To the extent inconsistent with the foregoing provisions of this Article 3
or the other provisions of this Agreement, the Holder hereby revokes any and all
previous proxies with respect to its Holder Shares.

      3.4 Grant of Proxy

      The Holder hereby appoints William P. Foley, II and Tom D. Le, or either
of them, its proxy to vote all of its Holder Shares at the ANFI Shareholders
Meeting (including any adjournments and postponements thereof) in accordance
with Section 3.1(b) and to execute and deliver any written consents to fulfill
the Holder's obligations pursuant to this Agreement; provided, however, that
such appointment shall remain in effect only if this Agreement has not been
terminated pursuant to Section 5. This proxy is coupled with an interest and is
irrevocable until the earlier of the effectiveness of the Merger and the date
the Merger Agreement is terminated according to its terms.

                                   ARTICLE 4.
                              PRE-CLOSING COVENANTS

      Fidelity and each Holder, severally and not jointly, for itself, further
agree as follows with respect to the period between the execution of this
Agreement and the earlier of the Effective Time and the termination of the
Merger Agreement in accordance with its terms:

      4.1 General

      The Holder will use its commercially reasonable efforts to take all
actions and to do all things necessary to consummate, make effective, and comply
with the terms of this Agreement.

      4.2 Publicity

      Neither the Holder nor its Affiliates will issue any press release or
other public announcement related to this Agreement or the Merger without
Fidelity's prior written approval.

      4.3 Competing Acquisition Proposals

      The Holder (a) shall immediately cease any existing discussions or
negotiations, if any, with any Persons with respect to any Acquisition Proposal,
(b) shall not, directly or indirectly, initiate, solicit or knowingly encourage
(including, without limitation, by way of furnishing any information or
assistance), or take any other action to knowingly facilitate, any Acquisition
Proposal and (c) shall promptly notify Fidelity of any written Acquisition
Proposal received by the Holder.

      4.4 Notice of Developments

                                       4

      The Holder will give prompt written notice to Fidelity of any development
occurring after the date of this Agreement that causes, or reasonably could be
expected to cause, a breach by the Holder of any of the representations and
warranties in Article 2. No disclosure by the Holder under this Section 4.4 will
be deemed to amend this Agreement or to prevent or cure any misrepresentation or
breach of representation, warranty, or covenant.

                                   ARTICLE 5.
                                   TERMINATION

      5.1 Termination of Agreement

      This Agreement will automatically terminate upon the earlier to occur of
(a) the termination of the Merger Agreement in accordance with the terms of the
Merger Agreement and (b) the Effective Time.

      5.2 Effect of Termination

      Except for the obligations under this Article 5 and Article 6 below, if
this Agreement is terminated under Section 5.1 above, then, except as provided
in this Section 5.2, all further obligations of the Parties under this Agreement
will terminate.

                                   ARTICLE 6.
                                  MISCELLANEOUS

      6.1 Entire Agreement

      This Agreement, together with the exhibits and any attachments hereto and
the certificates, documents, instruments and writings that are delivered
pursuant hereto, constitutes the entire agreement and understanding of the
Parties hereto and supersedes all prior agreements and understandings with
respect to the subject matter hereof.

      6.2 Successors

      All of the terms, agreements, covenants, representations, warranties, and
conditions of this Agreement are binding upon, and inure to the benefit of and
are enforceable by, the Parties and their respective successors.

      6.3 Specific Performance

      Each Party acknowledges and agrees that the other Parties would be damaged
irreparably if any provision of this Agreement is not performed in accordance
with its specific terms or is otherwise breached. Accordingly, each Party agrees
that the other Parties will be entitled to an injunction or injunctions to
prevent breaches of the provisions of this Agreement and to enforce specifically
this Agreement and its terms and provisions in any action instituted in any
court of the United States or any state thereof having jurisdiction over the
Parties and the matter, subject to Section 6.6.

      6.4 Limitation of Liability

      The Holder shall be severally but not jointly responsible for its
obligations hereunder. The

                                       5

only remedies available to Fidelity in the event that the Holder is determined
by a court of competent jurisdiction to have breached its obligations hereunder
are (a) specific performance pursuant to Section 6.3 or (b) money damages not to
exceed the fair market value of the Holder's ANFI Shares at the time of
execution of this Agreement.

      6.5 Counterparts

      This Agreement may be executed in two or more counterparts, each of which
will be deemed an original but all of which together will constitute one and the
same instrument.

      6.6 Headings

      The article and section headings contained in this Agreement are inserted
for convenience only and will not affect in any way the meaning or
interpretation of this Agreement.

      6.7 Governing Law

      This Agreement and the performance of the obligations of the Parties
hereunder will be governed by and construed in accordance with the laws of the
State of California, without giving effect to any choice of law principles.

      6.8 Amendments and Waivers

      No amendment, modification, replacement, termination or cancellation of
any provision of this Agreement will be valid with respect to Fidelity or a
Holder unless the same will be in writing and signed by each of Fidelity and
each Holder to be bound by such amendment, modification, replacement,
termination or cancellation. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, may be deemed to extend to any prior or subsequent default,
misrepresentation, or breach of warranty or covenant hereunder or affect in any
way any rights arising because of any prior or subsequent such occurrence.

      6.9 Severability

      Any provision of this Agreement that is invalid, unenforceable or illegal
in any jurisdiction shall, as to such jurisdiction, be ineffective only to the
extent of such invalidity, unenforceability, or illegality without affecting the
remaining provisions hereof and without affecting the validity, enforceability
or legality of such provision in any other jurisdiction.

      6.10 Notices

      All notices, requests and other communications to any Party hereunder
shall be in writing (including facsimile or similar writing) and shall be given,

      if to Fidelity, to:           Fidelity National Financial, Inc.
                                    4050 Calle Real, Suite 200
                                    Santa Barbara, California, 93110
                                    Attention: Marlan Walker

                                       6

       with a copy to:              Stradling Yocca Carlson & Rauth
                                    660 Newport Center Drive, Suite 1600
                                    Newport Beach, California 92660
                                    Attention: C. Craig Carlson, Esq.
                                    Facsimile: (949) 725-4100

       if to a Holder, to:          the address set forth on the
                                    applicable signature page hereto.

or such other address or facsimile number as such Party may hereafter specify
for the purpose by notice to the other Parties hereto. Each such notice, request
or other communication shall be effective upon receipt.

      6.11 Expenses

      Except as otherwise expressly provided in this Agreement, each Party will
bear its own costs and expenses incurred in connection with the preparation,
execution and performance of this Agreement and the Transactions. Holders agree
that the Fidelity has not borne nor will bear any costs and expenses (including
any legal fees and expenses of any Holder Party) in connection with this
Agreement or any of the Transactions.

           [The remainder of this page is intentionally left blank.]

                                       7

      IN WITNESS WHEREOF, the Parties have executed this Voting Agreement on the
date first above written.

                                  FIDELITY NATIONAL FINANCIAL, INC.


                                  By:
                                            -----------------------------------
                                  Print Name:
                                             ----------------------------------
                                  Its:
                                            -----------------------------------

                                  HOLDER


                                  ---------------------------------------------
                                  Print Name:
                                              ---------------------------------

                                  No. of ANFI Shares Held:
                                                            -------------------

                                  Notice Information:

                                  Address:

                                  ---------------------------------------------

                                  ---------------------------------------------

                                  ---------------------------------------------

                                  Attention:
                                            -----------------------------------
                                  Facsimile:
                                            -------------------------

                                  with a copy to:

                                  Address:

                                  ---------------------------------------------

                                  ---------------------------------------------

                                  ---------------------------------------------
                                  Attention:
                                            -----------------------------------
                                  Facsimile:
                                            -----------------------------------


                    HOLDER SIGNATURE PAGE TO VOTING AGREEMENT

                                  HOLDER


                                  ---------------------------------------------
                                  Print Name:
                                              ---------------------------------

                                  No. of ANFI Shares Held:
                                                            -------------------

                                  Notice Information:

                                  Address:

                                  ---------------------------------------------

                                  ---------------------------------------------

                                  ---------------------------------------------
                                  Attention:
                                            -----------------------------------
                                  Facsimile:
                                            -------------------------

                                  with a copy to:

                                  Address:

                                  ---------------------------------------------

                                  ---------------------------------------------

                                  ---------------------------------------------
                                  Attention:
                                            -----------------------------------
                                  Facsimile:
                                            -----------------------------------


                    HOLDER SIGNATURE PAGE TO VOTING AGREEMENT

                                  HOLDER


                                  ---------------------------------------------
                                  Print Name:
                                              ---------------------------------

                                  No. of ANFI Shares Held:
                                                            -------------------

                                  Notice Information:

                                  Address:

                                  ---------------------------------------------

                                  ---------------------------------------------

                                  ---------------------------------------------
                                  Attention:
                                            -----------------------------------
                                  Facsimile:
                                            -------------------------

                                  with a copy to:

                                  Address:

                                  ---------------------------------------------

                                  ---------------------------------------------

                                  ---------------------------------------------
                                  Attention:
                                            -----------------------------------
                                  Facsimile:
                                            -----------------------------------


                    HOLDER SIGNATURE PAGE TO VOTING AGREEMENT

                                  HOLDER


                                  ---------------------------------------------
                                  Print Name:
                                              ---------------------------------

                                  No. of ANFI Shares Held:
                                                            -------------------

                                  Notice Information:

                                  Address:

                                  ---------------------------------------------

                                  ---------------------------------------------

                                  ---------------------------------------------
                                  Attention:
                                            -----------------------------------
                                  Facsimile:
                                            -------------------------

                                  with a copy to:

                                  Address:

                                  ---------------------------------------------

                                  ---------------------------------------------

                                  ---------------------------------------------
                                  Attention:
                                            -----------------------------------
                                  Facsimile:
                                            -----------------------------------


                    HOLDER SIGNATURE PAGE TO VOTING AGREEMENT

EX-99.9

                                                                    EXHIBIT 99.9

                                     WAIVER

      This Waiver is executed and delivered by the undersigned effective January
14, 2003 with reference to the following:

                                    RECITALS

      A. Fidelity National Financial, Inc., a Delaware corporation ("Fidelity"),
ANFI, Inc., a California corporation ("ANFI"), and ANFI Merger Sub, Inc., a
California corporation and a wholly-owned subsidiary of Fidelity ("Merger Sub"),
entered into that certain Agreement and Plan of Merger, dated January 9, 2003
(the "Merger Agreement"), whereby Fidelity will acquire ANFI pursuant to a
merger of ANFI with and into Merger Sub with Merger Sub emerging as the
surviving entity and wholly-owned subsidiary of Fidelity (the "Merger").

      B. Fidelity and certain holders (each, a "Holder" and, collectively, the
"Holders") of the common stock, no par value, of ANFI have entered into that
certain Voting Agreement dated as of January 9, 2003 (the "Voting Agreement"),
pursuant to which the Holders have agreed to vote their shares of ANFI common
stock as provided for in the Voting Agreement, including, without limitation, in
favor of the Merger and the Merger Agreement.

      C. The Holders, or certain of them, may exercise certain of their ANFI
Options (as defined in the Merger Agreement) into shares of common stock of ANFI
(the "ANFI Option Shares"), and subsequently sell some or all of the ANFI Option
Shares acquired upon exercise prior to the Effective Time (as defined in the
Merger Agreement) of the Merger.

      D. Pursuant to Section 3.2 of the Voting Agreement, each Holder is
prohibited from offering for sale, selling, transferring, pledging, encumbering,
assigning or otherwise disposing of, or entering into any contract or
arrangement to do any of the foregoing, any or all of his or her Holder Shares
(as defined in the Voting Agreement and which would include the ANFI Option
Share) (the "Transfer Prohibition").

      E. Fidelity desires to waive any rights it may have to enforce the
Transfer Prohibition, subject to the provisions below.

      NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, Fidelity and the undersigned Holders
hereby agree as follows:

      1.    Fidelity hereby waives its right to enforce the Transfer Prohibition
            as it relates to the exercise of ANFI Options by a Holder and any
            subsequent sale of any ANFI Option Shares acquired upon exercise.

      2.    This Waiver shall not be construed as a waiver of compliance with
            respect to any additional terms or conditions in the Voting
            Agreement or the Merger Agreement, except as expressly stated
            hereinabove.

                            [signature page follows]

      IN WITNESS WHEREOF, the undersigned have executed this Waiver effective as
of the date first set forth above.

                                   FIDELITY NATIONAL FINANCIAL, INC.


                                   By:
                                      ----------------------------------------

                                   Print Name:
                                              --------------------------------

                                   Its:
                                       ---------------------------------------


                                   HOLDERS


                                   -------------------------------------------
                                   Michael C. Lowther

                                   -------------------------------------------
                                   Barbara A. Ferguson

                                   -------------------------------------------
                                   Wayne D. Diaz

                                   -------------------------------------------
                                   Carl A. Strunk