-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G17OBAolrBJsmxSsChG7kGXKBmIN3HOnKVYb5LctT4vJ1LoujSjcS+hFZtN7jFoU 5eMr3TuPBRqmG5MERUbkPw== 0000892569-96-000052.txt : 19960131 0000892569-96-000052.hdr.sgml : 19960131 ACCESSION NUMBER: 0000892569-96-000052 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960129 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY NATIONAL FINANCIAL INC /DE/ CENTRAL INDEX KEY: 0000809398 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 860498599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39215 FILM NUMBER: 96507797 BUSINESS ADDRESS: STREET 1: 17911 VON KARMAN AVE STREET 2: STE CITY: IRVINE STATE: CA ZIP: 92714 BUSINESS PHONE: 7148529770 MAIL ADDRESS: STREET 1: 2100 S.E. MAIN STREET STREET 2: SUITE 400 CITY: IRVINE STATE: CA ZIP: 92714 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILLEY FRANK P CENTRAL INDEX KEY: 0000936815 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 17911 VON KARMAN AVENUE #500 CITY: IRVINE STATE: CA ZIP: 92714 BUSINESS PHONE: 7146224326 MAIL ADDRESS: STREET 1: 17911 VON KARMAN AVE STREET 2: SUITE 500 CITY: IRVINE STATE: CA ZIP: 92714 SC 13D/A 1 AMENDMENT #2 TO SCH. 13D FOR FRANK P. WILLEY 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) FIDELITY NATIONAL FINANCIAL, INC. - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - ------------------------------------------------------------------------------- (Title of Class of Securities) 316326-10-7 ------------------------------ (CUSIP Number) Frank P. Willey, Esq., President, Fidelity National Financial, Inc. 17911 Von Karman Ave., Suite 500, Irvine, California 92714 (714) 622-5000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 5, 1996 ------------------------------------------------------- (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 / /. Page 1 of 12 Pages Exhibit Index on Page 7 2 SCHEDULE 13D CUSIP NO. 316326-10-7 ----------- - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Frank P. Willey ###-##-#### - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] NOT APPLICABLE - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS NOT APPLICABLE - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] NOT APPLICABLE - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 392,800 as of January 5, 1996 BENEFICIALLY --------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH NONE REPORTING --------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 392,800 as of January 5, 1996 ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER NONE - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 392,800 shares plus 100,837 shares in exercisable stock options as of January 5, 1996 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] NOT APPLICABLE - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% (excludes stock options) as of January 5, 1996 - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 of 12 Pages 3 Item 1. (a) Title of Class of Securities: Common Stock $.0001 Par Value (b) Name of Issuer: FIDELITY NATIONAL FINANCIAL, INC. (c) Address of Issuer's Principal Executive Offices: 17911 Von Karman Avenue Suite 500 Irvine, CA 92714 Item 2. (a) Identity and Background of Reporting Person: Frank P. Willey (b) Business Address: 17911 Von Karman Avenue Suite 500 Irvine, CA 92714 (c) Principal Occupation and Business Address: President FIDELITY NATIONAL FINANCIAL, INC. 17911 Von Karman Avenue Suite 500 Irvine, CA 92714 (d) Reporting Person has never been convicted in any criminal proceeding, excluding traffic violations. (e) Reporting Person has never been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction wherein such a proceeding resulted in or was 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 Page 3 of 12 Pages 4 violation with respect to such laws. (f) Citizenship: United States Item 3. Source and Amount of Funds or Other Consideration: The transaction which subjected Reporting Person to this filing requirement occurred on January 5, 1996 wherein Reporting Person's ownership interest in Issuer was decreased to 3.5% of the issued and outstanding common stock of Issuer based on 11,138,575 shares outstanding as of November 10, 1995 as reported in the third quarter 10-Q filed on November 13, 1995, as a result of the sale to The William P. Foley, II and Carol J. Foley Irrevocable Trust dated June 3, 1992 by Reporting Person of 178,271 shares held by Reporting Person. Reporting Person sold 178,271 shares at $16.20 per share totaling $2,887,990. Item 4. Purpose of Transaction: Reporting Person sold such shares as described above on January 5, 1996 to The William P. Foley, II and Carol J. Foley Irrevocable Trust dated June 3, 1992, and now owns 3.5% of the outstanding Common Stock of Fidelity National Financial, Inc. Page 4 of 12 Pages 5 Item 5. Interest in Securities of the Issuer: (a) Amount Beneficially Owned: 392,800 plus 100,837 shares in exercisable stock options as of January 5, 1996 Percent of Class: Approx. 3.5% (excludes stock options) as of January 5, 1996 (b) Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote: 392,800 shares (ii) Shared power to vote or to direct the vote: NONE (iii) Sole power to dispose or to direct the disposition: 392,800 (iv) Shared power to dispose or to direct the disposition of: NONE (c) None, other than regularly reported purchases through the Fidelity National Financial, Inc. Employee Stock Purchase Plan. (d) NOT APPLICABLE (e) NOT APPLICABLE Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer: A copy of the Purchase Agreement, Promissory Note and Stock Pledge Agreement associated with and in support of the transaction which Page 5 of 12 Pages 6 prompted this filing, were filed with the initial 13D as Exhibits "A", "B" and "C". Item 7. Material filed as Exhibits in support of transaction prompting filing: Exhibit 99.1: Stock Purchase Agreement Dated January 5, 1996. 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. January 26, 1996 ----------------------------------- Date FRANK P. WILLEY ----------------------------------- Signature Frank P. Willey President ----------------------------------- Name/Title Page 6 of 12 Pages 7 EXHIBIT INDEX 99.1 Stock Purchase Agreement Page 8
Page 7 of 12 Pages EX-99.1 2 STOCK PURCHASE AGREEMENT 1 EXHIBIT 99.1 STOCK PURCHASE AGREEMENT ------------------------ THIS STOCK PURCHASE AGREEMENT ("Purchase Agreement") is effective the 5th day of January 1996, by and among FRANK P. WILLEY ("Stockholder"), having its principal place of business located at 17911 Von Karman Avenue, Suite 500, Irvine, California 92714 and WILLIAM P. FOLEY, II and CAROL J. FOLEY, individually and as Trustees of the Foley Revocable Trust dated June 3, 1992, having their principal place of business located at 17911 Von Karman Avenue, Suite 500, Irvine, California 92714 (collectively "Purchaser"). Stockholder and Purchaser are collectively referred to as "Parties". 1.0 RECITALS. 1.1 Stockholder owns one hundred seventy-eight thousand two hundred seventy-one (178,271) shares ("Shares") of common voting stock of FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation ("Corporation"). 1.2 Stockholder owns other shares of common voting stock of Corporation that are not being sold to Purchaser. 1.3 Purchaser is currently a stockholder of the Corporation. 1.4 The Parties represented that the Shares are considered restricted stock under Rule 144 of the Securities Act of 1933, and as such, resales of the Shares are restricted. 1.5 The January 4, 1996, closing price of the unrestricted shares of stock of the Corporation, traded on the New York Stock Exchange was EIGHTEEN and 00/100 DOLLARS ($18.00) per share. 1.6 Purchaser and Seller have utilized the valuation discount as determined by an independent third party appraiser, Houlihan, Lokey, Howard & Zukin to determine the fair market value of the Shares, taking into account the Shares' status as restricted stock, and both parties agree to be bound by their findings. 1.7 Stockholder is desirous of selling the Shares to Purchaser and Purchaser desires to buy the Shares from Stockholder pursuant to the terms set forth herein. 1.8 Stockholder and Purchaser intend to enter into the Pledge Agreement to secure Purchaser's payment of the purchase price for the Shares to Stockholder. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for such good and valuable consideration, the receipt and adequacy of which is hereby admitted and acknowledged, the parties hereto agree as follows: 2.0 DEFINITIONS. As used herein, the following capitalized terms shall have the following meanings: Page 8 of 12 Pages 2 2.1 "Corporation" shall mean FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation. 2.2 "Note" means the Secured Promissory Note for the principal amount of TWO MILLION EIGHT HUNDRED EIGHTY-SEVEN THOUSAND NINE HUNDRED NINETY AND 20/100 DOLLARS (2,887,990.20). 2.3 "Parties" shall mean the Stockholder and Purchaser. 2.4 "Pledge Agreement" means the Pledge Agreement dated January 5, 1996, setting forth the Lender's security interest in the Shares. 2.5 "Purchase Agreement" shall mean this Purchase Agreement, dated January 5, 1996. 2.6 "Purchase Documents" shall collectively refer to this Purchase Agreement, Note, and Pledge Agreement. 2.7 "Purchaser" shall mean WILLIAM P. FOLEY, II and CAROL J. FOLEY, individually and as trustees of the Foley Revocable Trust dated June 3, 1992. 2.8 "Shares" shall mean one hundred seventy-eight thousand two hundred seventy-one and (178,271) shares of common voting stock of Corporation. 2.9 "Stockholder" means FRANK P. WILLEY. 3.0 STOCK PURCHASE. Purchaser does hereby purchase and Stockholder does hereby sell, transfer and assign to Purchaser the Shares. 4.0 PURCHASE PRICE. The total purchase price for the Shares shall be SIXTEEN and 20/100 DOLLARS ($16.20) per share determined by the January 4, 1996 closing price of the New York Stock Exchange for unrestricted shares at EIGHTEEN DOLLARS ($18.00) per share less the ten percent (10%) discount from the fair market value of restricted shares determined by the independent appraisal of Houlihan, Lokey, Howard & Zukin. 5.0 PAYMENT. Purchaser hereby delivers the Note to Stockholder in the form and substance attached hereto and incorporated herein by reference. 6.0 PLEDGE. 6.1 As security for payment by the Purchaser of all amounts due under the Note, the Purchaser agrees to enter into the Pledge Agreement, whereby Purchaser pledges, mortgages, assigns and transfers, sets over, grants and delivers to Stockholder a continuing security interest in and to all of the Purchaser's respective right, title and interest in and to the Shares subject to the full and timely performance of the terms and conditions of this Purchase Agreement and the Note. Page 9 of 12 Pages 3 6.2 A default under the terms and conditions of the Note, this Purchase Agreement or the Pledge Agreement shall be considered a default under the terms of all of the Purchase Documents, and the Stockholder, or any assignee, shall have the right to pursue all remedies against the Purchaser which are allowed pursuant to the Purchase Documents. 7.0 ATTORNEY'S FEES AND COSTS. In the event of any action brought by either party against the other arising out of this Purchase Agreement, or for the purpose of enforcing the Purchase Agreement or collecting any damages alleged to have resulted to one of the parties by reason of the breach or failure of performance of the other, the party prevailing in any such action shall be entitled to recover reasonable attorneys' fees and costs of suit as may be determined by the Court. 8.0 REPRESENTATIONS AND WARRANTIES OF PURCHASER. 8.1 Purchaser represents and warrants that WILLIAM P. FOLEY, II has been serving as a director and key management employee of the Corporation. In Purchaser's capacity as such, Purchaser has full knowledge of the condition of the Corporation. Purchaser has had the opportunity to investigate the condition of the Corporation, including any and all financial information pertaining thereto, has done so and has made an independent evaluation of the Shares. 8.2 Purchaser hereby represents and warrants and agrees that any dividends received in connection with the Shares or proceeds from the sale of the Shares shall be used to make principal and interest payments on amounts due under the Note with and any excess due under the to be used for re-payment of the Note. 9.0 HEIRS AND ASSIGNS. All the covenants, representations, warranties and indemnifications of the Parties under this Purchase Agreement shall survive the effective date of this transaction. The rights created by this Purchase Agreement shall inure to the benefit of and the obligations created by this Purchase Agreement shall be binding upon heirs, administrators, personal representatives, successors and assigns of the Parties. 10.0 ARBITRATION OF DISPUTES. Any controversy or claim arising out of this Purchase Agreement, or the breach thereof, shall be settled by arbitration at Irvine, California, in accordance with the then current rules of the American Arbitration Association (the "Association"), the award from which arbitration shall be binding upon both parties and their successors, regardless of whether one of said parties fails or refuses to participate therein, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. All demands for arbitration shall be in writing and made by actual delivery or by certified or registered mail, return receipt requested, with a copy to the Association. In addition to the rules governing such arbitration, the parties shall have at their disposal the broadest pretrial discovery rights as are then available under the laws and judicial rules of the jurisdiction in which the arbitration is to be held (including but not limited to those set forth in Section 1283.05 of the California Code of Civil Procedure; provided, that any dispute between the parties relating to discovery shall be submitted to the arbitration panel for resolution. Page 10 of 12 Pages 4 Disputes regarding interim or ancillary relief pending final decision of the arbitration panel in a matter hereunder shall also be submitted to the arbitration panel for resolution. 11.0 GOVERNING LAW/VENUE. It is the intent of the Parties hereto that all questions with respect to the construction of this Purchase Agreement and the rights and liabilities of the parties hereto, shall be determined in accordance with the provisions of the laws of the State of California, in such case made and provided. Venue, for the purposes of the Purchase Agreement, shall be considered the City of Irvine, County of Orange and State of California. 12.0 PARAGRAPH HEADINGS. The subject headings of the paragraphs of this Purchase Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. 13.0 RECITALS. The Recitals contained in this Purchase Agreement are hereby incorporated by reference within the terms and conditions of this Purchase Agreement and are to have full force and effect. To the extent that the terms and conditions of the Purchase Agreement differ from the Recitals, then the terms and conditions of this Purchase Agreement shall control. 14.0 SEVERABILITY. In the event that any of the terms of this Purchase Agreement are held to be partially or wholly invalid or unenforceable for any reason whatsoever, such holding shall not affect, alter, modify or impair in any manner whatsoever, any of the other terms, or the remaining portion of any term, held to be partially invalid or unenforceable. 15.0 AMENDMENTS. The parties hereto may at any time amend this Purchase Agreement in any particular, by mutual consent expressed in writing. 16.0 GENDER. Whenever required by the context, the singular number shall include the plural number, the plural number shall include the singular number, the masculine gender shall include the neuter and feminine genders and vice versa. 17.0 NOTICE. Any notice or notices required under the provisions of this Purchase Agreement shall only be valid when sent by certified mail, return receipt requested, to the addresses set forth herein, or as otherwise notified to the other party in writing. The notice shall be considered delivered as of the date deposited with the U.S. Post Office. 18.0 WAIVER. No amendment or waiver of any of the provisions of this Purchase Agreement shall be effective unless same shall be in writing and signed by the Parties hereto. Any such written waiver or amendment shall be effective only for the specific instance and for the specific purpose for which it was given. One or more waivers of any covenant, term or condition of this Purchase Agreement by the Parties shall not be construed by either party as a waiver of a subsequent breach of the same covenant, term or condition. The consent or approval of either party to or of any act by the other party of a nature requiring consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act. Page 11 of 12 Pages 5 19.0 COOPERATION AND FURTHER ACTIONS. The Parties agree to perform any and all acts to execute and deliver any and all documents necessary or convenient to carry out the terms of this Purchase Agreement. 20.0 COUNTERPARTS. This Purchase Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument. IN WITNESS WHEREOF, each of the Parties hereto have has caused this Purchase Agreement to be executed as of the Effective Date. WITNESS/ATTEST: - ------------------------------ ---------------------------------- FRANK P. WILLEY - ------------------------------ "Stockholder" FOLEY REVOCABLE TRUST dated June 3, 1992 - ------------------------------ By: ------------------------------ WILLIAM P. FOLEY, II - ------------------------------ Its: Trustee - ------------------------------ By: ------------------------------ CAROL J. FOLEY - ------------------------------ Its: Trustee - ------------------------------ ---------------------------------- WILLIAM P. FOLEY, II, Individually - ------------------------------ - ------------------------------ ---------------------------------- CAROL J. FOLEY, Individually - ------------------------------ "Purchaser" Prepared by: The Busch Firm 2532 Dupont Drive Irvine, California 92715 (714) 474-7368 2802-12.1 Page 12 of 12 Pages -----END PRIVACY-ENHANCED MESSAGE-----