-----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, C5+RvvbbuEhPIGeYNlsBtVabkY1KZOYNIAZ7Rd3PsTYy2V35BQyrroYnY5+t2CHH jQBNud6+OhOB9ZZXfN+YMg== 0001095811-01-000217.txt : 20010123 0001095811-01-000217.hdr.sgml : 20010123 ACCESSION NUMBER: 0001095811-01-000217 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010116 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010117 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-09396 FILM NUMBER: 1509756 BUSINESS ADDRESS: STREET 1: 17911 VON KARMAN AVE STREET 2: STE 300 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9496225000 MAIL ADDRESS: STREET 1: MLISS JONES KANE STREET 2: 17911 VON KARMAN AVE STE 300 CITY: IRVINE STATE: CA ZIP: 92614 8-K 1 a68601e8-k.txt FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 16, 2001 ---------------- (Date of earliest event reported) FIDELITY NATIONAL FINANCIAL, INC. --------------------------------- (Exact name of Registrant as specified in charter) Delaware 333-65837 86-0498599 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1 A - 17911 Von Karman Avenue, Suite 300, Irvine, CA 92614 ------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (949) 622-4333 -------------- (Registrant's telephone number, including area code) Not Applicable -------------- (Former name or former address, if changed, since last report.) Page 1 of 4 Pages 2 ITEM 5. OTHER EVENTS. Announcement of Plans for Secondary Public Offering of Common Stock On January 16, 2001, Fidelity National Financial, Inc. (the "Registrant") announced that it plans to make a public offering of 6,000,000 shares of its common stock ( the "Offering"). The Registrant will make the Offering under the Registrant's effective S-3 Shelf Registration filed with the Securities and Exchange Commission (the "Shelf Registration") covering the issuance from time to time of up to $400 million of various securities of the Company, including, among other securities, the Registrant's common stock. Any offer, if at all, will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. Copies of a prospectus with respect to this offering may be obtained from Merrill Lynch & Co., c/o Prospectus Dept., 4 World Financial Center, Street Level, New York, NY 10080. The net proceeds from this Offering will be used primarily to repay indebtedness under the Registrant's existing $800 million syndicated credit agreement. Merrill Lynch & Co. will serve as the lead manager, with Bear, Stearns & Co., Lehman Brothers and U.S. Bancorp Piper Jaffray serving as co-managers. The underwriters will be granted an over-allotment option of up to 900,000 shares. The Registrant expects to price the equity offering during the week of January 22, 2001. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press Release dated January 16, 2001 2 3 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 hereunto duly authorized. Date: January 16, 2001 FIDELITY NATIONAL FINANCIAL, INC. /s/ ALAN L. STINSON ---------------------------------------- Alan L. Stinson Executive Vice President and Chief Financial Officer 3 4 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99.1 Press Release dated January 16, 2001 EX-99.1 2 a68601ex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 PRESS RELEASE dated January 16, 2001 HEADLINE: Fidelity National Financial, Inc. Announces Plans For Public Offering of Common Stock DATELINE: IRVINE, Calif., Jan. 16 BODY: Fidelity National Financial, Inc. (NYSE: FNF), the nation's largest provider of title insurance and real estate related products and services, today announced that it plans to make a public offering of 6,000,000 shares of its common stock. The offering will be made under the Company's effective shelf registration filed with the Securities and Exchange Commission covering the issuance from time to time of up to $400 million of various securities of the Company. The net proceeds from this offering will be used primarily to repay indebtedness under the Company's existing $800 million syndicated credit agreement. Merrill Lynch & Co. will serve as the lead manager for the offering, with Bear, Stearns & Co., Lehman Brothers and U.S. Bancorp Piper Jaffray serving as co-managers. The underwriters will be granted an over-allotment option of up to 900,000 additional shares. FNF expects to price the equity offering during the week of January 22, 2001. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. A shelf registration statement relating to the shares that the Company intends to sell has previously been filed with, and declared effective by, the Securities and Exchange Commission. Any offer, if at all, will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. Copies of a prospectus with respect to this offering may be obtained from Merrill Lynch & Co., c/o Prospectus Dept., 4 World Financial Center, Street Level, New York, NY 10080. Fidelity National Financial, Inc. is the nation's largest title insurance and diversified real estate related services company. The Company's title insurance underwriters -- Fidelity National Title, Chicago Title, Ticor Title, Security Union Title and Alamo Title -- together issue approximately 30 percent of all title insurance policies nationally. The company provides title insurance in 49 states, the District of Columbia, Guam, Mexico, Puerto Rico, the U.S. Virgin Islands and Canada. In addition, Fidelity, through its principal subsidiaries, performs other real estate-related services such as escrow, appraisal services, collection and trust activities, real estate information and technology services, trustee's sale guarantees, credit reporting, attorney services, flood certifications, real estate tax services, reconveyances, recordings, foreclosure publishing and posting services and exchange intermediary services in connection with real estate transactions. More information about the Company can be found on Fidelity's website, located at www.fnf.com. This press release contains forward-looking statements. The words "believe," "expects," "intend," "anticipate," "will," and "project," and other similar expressions identify forward-looking statements, which speak only as of the date the statement was made. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could 2 differ materially from those set forth in, contemplated by, or underlying the 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, competition and other risks detailed from time to time in the company's filings with the Securities and Exchange Commission. SOURCE Fidelity National Financial, Inc. CONTACT: Daniel Kennedy Murphy, Director of Investor Relations, of Fidelity National Financial, Inc., 805-696-7218, dkmurphy@fnf.com URL: http://www.prnewswire.com LOAD-DATE: January 16, 2001 -----END PRIVACY-ENHANCED MESSAGE-----