8-K

United States
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):
January 25, 2005

Fidelity National Financial, Inc.

(Exact name of Registrant as Specified in its Charter)

1-9396
(Commission File Number)

Delaware	86-0498599
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)

601 Riverside Avenue
Jacksonville, Florida 32204

(Addresses of Principal Executive Offices)

(904) 854-8100
(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On January 25, 2005, the Board of Directors of Fidelity National Financial, Inc., a Delaware corporation (“FNF”) elected Thomas M. Hagerty to serve on its Board of Directors, effective immediately. Mr. Hagerty was not elected to any committees of the Board of Directors. A copy of the press release announcing Mr. Hagerty’s election is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Mr. Hagerty is a Managing Director of Thomas H. Lee Partners, L.P. (“THL”). On December 23, 2004, certain affiliates of THL (the “THL Entities”) executed a definitive Stock Purchase Agreement (the “Purchase Agreement”), among Fidelity National Information Services, Inc., a Delaware corporation and wholly-owned subsidiary of FNF (“FNIS”), FNF, and certain affiliates of Texas Pacific Group (the “TPG Entities”). The Purchase Agreement provides the terms upon which FNIS will sell a 12.5 percent minority equity interest in FNIS common stock to the THL Entities for a purchase price of $250,000,000 and a 12.5 percent minority equity interest in FNIS common stock to the TPG Entities for a purchase price of $250,000,000 (the “Transaction”).

In connection with the closing of the Transaction, FNF has agreed to enter into a Stockholders Agreement with the THL Entities and the TPG Entities (the “Stockholders Agreement”), under which FNF agrees to use its reasonable best efforts to have Mr. Hagerty nominated and elected to the Board of Directors of FNF. FNIS also has agreed to enter into a Management Agreement with an affiliate of THL under which certain affiliates of THL will provide advisory services to FNIS in exchange for a one-time transaction fee of $12,500,000, payable at the closing of the Transaction, and an annual management fee, payable in advance in semi-annual installments beginning at the closing of the Transaction in an amount per year equal to $1,250,000.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit	Description
99.1	Press release announcing Fidelity National Financial, Inc. names Thomas M. Hagerty to its Board of Directors.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Fidelity National Financial, Inc.
Date: January 31, 2005	By:	/s/ Alan L. Stinson
		Name: Alan L. Stinson Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press release announcing Fidelity National Financial, Inc. names Thomas M. Hagerty to its Board of Directors.

EX-99.1

EXHIBIT 99.1

Fidelity National Financial, Inc. Names Thomas M. Hagerty to its Board of Directors

Jacksonville, Fla. — (January 25, 2005) — Fidelity National Financial, Inc. (NYSE:FNF), a Fortune 500 provider of products and outsourced services and solutions to financial institutions and the real estate industry, today announced the appointment of Thomas M. Hagerty to its Board of Directors.

     Mr. Hagerty is a Managing Director with Thomas H. Lee Partners, L.P., a Boston-based private investment firm. As a Managing Director, Mr. Hagerty is responsible for all aspects of the investment process, including finding investment opportunities, conducting due diligence, arranging acquisition financing, post closing managerial oversight and ultimate investment realization. A graduate of the University of Notre Dame and Harvard Business School, Mr. Hagerty is currently a director of several public companies, including MGIC, Inc. and Metris Companies.

     “We are fortunate to add someone with Tom’s vast experience to our Board of Directors,” said Chairman and Chief Executive Officer William P. Foley, II. “Tom’s background in financial services, specifically in mortgage banking and insurance, will be a great asset to the FNF Board of Directors and we look forward to the broad perspective that he can contribute to our Board.”

     Fidelity National Financial, Inc., number 262 on the Fortune 500, is a provider of products and outsourced services and solutions to financial institutions and the real estate industry. FNF had total revenue of more than $6.2 billion and earned more than $560 million for the first nine months of 2004, with cash flow from operations of more than $925 million for that same period. FNF is the nation’s largest title insurance company, with more than 30 percent national market share, and is also a provider of other specialty insurance products, including flood insurance, homeowners insurance and home warranty insurance. Through its subsidiary

Fidelity National Information Services, Inc. (“FIS”), the Company is a leading provider of technology solutions, processing services and information services to the financial services and real estate industries. FIS’ software processes nearly 50 percent of all U. S. residential mortgages, it has processing and technology relationships with 45 of the top 50 U.S. banks and more than 3,600 small and mid-sized U.S. financial institutions and it has clients in more than 50 countries who rely on its processing and outsourcing products and services. FIS also provides customized business process outsourcing related to aspects of the origination and management of mortgage loans to national lenders and servicers. FIS offers information services, including property data and real estate-related services that are used by lenders, mortgage investors and real estate professionals to complete residential real estate transactions throughout the U.S. More information about the FNF family of companies can be found at www.fnf.com and www.fidelityinfoservices.com.

     This press release contains statements related to future events and expectations and, as such, constitutes forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the company to be different from those expressed or implied above. The company expressly disclaims any duty to update or revise forward-looking statements. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to, the effect of governmental regulations, the economy, competition and other risks detailed from time to time in the “Management’s Discussion and Analysis” section of the company’s Form 10-K and other reports and filings with the Securities and Exchange Commission.

SOURCE: Fidelity National Financial, Inc.

CONTACT: Daniel Kennedy Murphy, Senior Vice President, Finance and Investor Relations, 904-854-8120, dkmurphy@fnf.com