8-K

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

August 13, 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 of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

TABLE OF CONTENTS

	ITEM 5. OTHER EVENTS.
	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURE
EXHIBIT INDEX
EXHIBIT 25.1
EXHIBIT 99.1

ITEM 5. OTHER EVENTS.

     Announcement of Plans for Public Offering of Debt Securities

     On August 13, 2001, Fidelity National Financial, Inc. (the “Registrant”) announced that it plans to make a public offering of $250,00,000 principal amount of its 7.30% Notes due August 15, 2011 ( 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 $500 million of various securities of the Registrant, including, among other securities, the Registrant’s debt securities. 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 Lehman Brothers, Inc., Three World Financial Center, New York, NY 10285.

     The net proceeds from this Offering will be used to repay indebtedness under the Registrant’s existing $800 million syndicated credit agreement. Lehman Brothers will serve as the lead manager, with Banc of America Securities LLC and Bear, Stearns & Co. serving as co-managers.

     The press release describing the Offering is attached hereto as Exhibit 99.1.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a)  - (b) Not applicable.

(c)  Exhibits.

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: August 15, 2001	FIDELITY NATIONAL FINANCIAL, INC.
	/s/ Alan L. Stinson
	Alan L. Stinson Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit	Method of Filing
25.1	Statement of Eligibility of Trustee on Form T-1 for The Bank of New York as Trustee	Filed electronically herewith
99.1	Press Release of Fidelity National Financial, Inc. dated August 13, 2001	Filed electronically herewith

EX-25.1 3 a75216ex25-1.txt EXHIBIT 25.1 1 EXHIBIT 25.1 STATEMENT OF ELIGIBILITY OF TRUSTEE ON FORM T-1 FOR THE BANK OF NEW YORK AS TRUSTEE 2 ================================================================================ FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |__| --------------------------- THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) One Wall Street, New York, N.Y. 10286 (Address of principal executive offices) (Zip code) --------------------------- FIDELITY NATIONAL FINANCIAL, INC. (Exact name of obligor as specified in its charter) Delaware 86-0498599 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 17911 Von Karman Avenue, Suite 300 Irvine, California 92614 (Address of principal executive offices) (Zip code) Debt Securities (Title of the indenture securities) ================================================================================ 3 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE: (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT. - --------------------------------------------- --------------------------------- Name Address - --------------------------------------------- --------------------------------- Superintendent of Banks of the State of 2 Rector Street, New York, N.Y. New York 10006, and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045 Federal Deposit Insurance Corporation Washington, D.C. 20429 New York Clearing House Association New York, New York 10005 (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Yes. 2. AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. None. 16. LIST OF EXHIBITS. EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R. 229.10(d). 1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. 4 SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 15th day of August, 2001. THE BANK OF NEW YORK By: /S/ LUIS PEREZ ------------------------------------- Name: LUIS PEREZ Title: ASST. VICE PRESIDENT -2- 5 EXHIBIT 7 - -------------------------------------------------------------------------------- Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 2001, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

Dollar Amounts In Thousands ------------ ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ...................................... $ 2,811,275 Interest-bearing balances ....................... 3,133,222 Securities: Held-to-maturity securities ..................... 147,185 Available-for-sale securities ................... 5,403,923 Federal funds sold and Securities purchased under agreements to resell ...................... 3,378,526 Loans and lease financing receivables: Loans and leases held for sale .......................................... 74,702 Loans and leases, net of unearned income......................................... 37,471,621 LESS: Allowance for loan and lease losses................................... 599,061 Loans and leases, net of unearned income and allowance .......................... 36,872,560 Trading Assets .................................... 11,757,036 Premises and fixed assets (including capitalized leases) ............................. 768,795 Other real estate owned ........................... 1,078 Investments in unconsolidated subsidiaries and associated companies ........................ 193,126 Customers' liability to this bank on acceptances outstanding ........................ 592,118 Intangible assets Goodwill ....................................... 1,300,295 Other intangible assets ........................ 122,143 Other assets ...................................... 3,676,375 -----------

6 Total assets ...................................... $70,232,359 =========== LIABILITIES Deposits: In domestic offices ............................. $25,962,242 Noninterest-bearing.............................. 10,586,346 Interest-bearing................................. 15,395,896 In foreign offices, Edge and Agreement subsidiaries, and IBFs ........................ 24,862,377 Noninterest-bearing.............................. 373,085 Interest-bearing................................. 24,489,292 Federal funds purchased and securities sold under agreements to repurchase .................. 1,446,874 Trading liabilities ............................... 2,373,361 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases) ......................................... 1,381,512 Bank's liability on acceptances executed and outstanding ..................................... 592,804 Subordinated notes and debentures ................. 1,646,000 Other liabilities ................................. 5,373,065 ----------- Total liabilities ................................. $63,658,235 =========== EQUITY CAPITAL Common stock ...................................... 1,135,284 Surplus ........................................... 1,008,773 Retained earnings ................................. 4,426,033 Accumulated other comprehensive income ............ 4,034 Other equity capital components ................... 0 Total equity capital .............................. 6,574,124 ----------- Total liabilities and equity capital .............. $70,232,359 =========== I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. Thomas J. Mastro, Senior Vice President and Comptroller We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been 7 prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct. Thomas A. Renyi Gerald L. Hassell Directors Alan R. Griffith EX-99.1 4 a75216ex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 PRESS RELEASE dated August 13, 2001 FIDELITY NATIONAL FINANCIAL, INC. PRICES $250 MILLION OF 7.3% TEN-YEAR NOTES IRVINE, Calif., Aug. 13 /PRNewswire/ -- Fidelity National Financial, Inc. (NYSE: FNF - news), the nation's largest provider of title insurance and real estate related products and services, today announced that it issued $250 million of 7.3% ten-year notes through lead manager Lehman Brothers. The notes were priced at 99.597 to yield 7.358%. The notes will pay interest on the 15th of February and August and mature on August 15, 2011. In addition to lead manager Lehman Brothers, Banc of America Securities and Bear, Stearns & Co. acted as co-managers. The notes are rated Baa3 by Moody's Investors Service and BBB- by Standard & Poor's. Both ratings carry a positive outlook. The net proceeds will be used to repay long-term indebtedness under the Company's existing term loan facility. 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, flood certifications, real estate tax services, credit reporting, property appraisal services, exchange intermediary services in connection with real estate transactions, loan portfolio services, field services, default services, foreclosure publishing and posting services, reconveyances, home warranty insurance and real estate information and technology services. 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 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. -----END PRIVACY-ENHANCED MESSAGE-----

EX-25.1

   1

                                  EXHIBIT 25.1

       STATEMENT OF ELIGIBILITY OF TRUSTEE ON FORM T-1 FOR THE BANK OF NEW
                                YORK AS TRUSTEE



   2

================================================================================
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|

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



                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

                New York                               13-5160382
         (State of incorporation                    (I.R.S. employer
       if not a U.S. national bank)                 identification no.)

      One Wall Street, New York, N.Y.                    10286
 (Address of principal executive offices)              (Zip code)

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


                        FIDELITY NATIONAL FINANCIAL, INC.
               (Exact name of obligor as specified in its charter)

                 Delaware                              86-0498599
    (State or other jurisdiction of                  (I.R.S. employer
     incorporation or organization)                 identification no.)

   17911 Von Karman Avenue, Suite 300
            Irvine, California                           92614
(Address of principal executive offices)               (Zip code)


                                 Debt Securities
                       (Title of the indenture securities)
================================================================================



   3

1.     GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

        (a)     NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                WHICH IT IS SUBJECT.

- ---------------------------------------------  ---------------------------------
             Name                                             Address
- ---------------------------------------------  ---------------------------------

    Superintendent of Banks of the State of    2 Rector Street, New York, N.Y.
    New York                                   10006, and Albany, N.Y. 12203
    Federal Reserve Bank of New York           33 Liberty Plaza, New York, N.Y.
                                               10045
    Federal Deposit Insurance Corporation      Washington, D.C.  20429
    New York Clearing House Association        New York, New York   10005

        (b)     WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

        Yes.

2.      AFFILIATIONS WITH OBLIGOR.

        IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
        AFFILIATION.

        None.

16.     LIST OF EXHIBITS.

        EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
        ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
        RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
        C.F.R. 229.10(d).

        1.      A copy of the Organization Certificate of The Bank of New York
                (formerly Irving Trust Company) as now in effect, which contains
                the authority to commence business and a grant of powers to
                exercise corporate trust powers. (Exhibit 1 to Amendment No. 1
                to Form T-1 filed with Registration Statement No. 33-6215,
                Exhibits 1a and 1b to Form T-1 filed with Registration Statement
                No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration
                Statement No. 33-29637.)

        4.      A copy of the existing By-laws of the Trustee. (Exhibit 4 to
                Form T-1 filed with Registration Statement No. 33-31019.)

        6.      The consent of the Trustee required by Section 321(b) of the
                Act. (Exhibit 6 to Form T-1 filed with Registration Statement
                No. 33-44051.)

        7.      A copy of the latest report of condition of the Trustee
                published pursuant to law or to the requirements of its
                supervising or examining authority.



   4

                                    SIGNATURE


        Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 15th day of August, 2001.


                                      THE BANK OF NEW YORK


                                      By:  /S/ LUIS PEREZ
                                           -------------------------------------
                                           Name: LUIS PEREZ
                                           Title: ASST. VICE PRESIDENT




                                      -2-


   5

                                                                       EXHIBIT 7

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

                      Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2001,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.



                                                            Dollar Amounts
                                                            In Thousands
                                                            ------------
                                                         
ASSETS
Cash and balances due from depository institutions:
  Noninterest-bearing balances and currency
    and coin ......................................         $ 2,811,275
  Interest-bearing balances .......................           3,133,222
Securities:
  Held-to-maturity securities .....................             147,185
  Available-for-sale securities ...................           5,403,923
Federal funds sold and Securities purchased
  under agreements to resell ......................           3,378,526
Loans and lease financing receivables:
  Loans and leases held for
    sale ..........................................              74,702
  Loans and leases, net of unearned
    income.........................................          37,471,621
  LESS: Allowance for loan and
    lease losses...................................             599,061
  Loans and leases, net of unearned
    income and allowance ..........................          36,872,560
Trading Assets ....................................          11,757,036
Premises and fixed assets (including
  capitalized leases) .............................             768,795
Other real estate owned ...........................               1,078
Investments in unconsolidated subsidiaries
  and associated companies ........................             193,126
Customers' liability to this bank on
  acceptances outstanding ........................              592,118
Intangible assets
   Goodwill .......................................           1,300,295
   Other intangible assets ........................             122,143
Other assets ......................................           3,676,375
                                                            -----------



   6
                                                         
Total assets ......................................         $70,232,359
                                                            ===========
LIABILITIES
Deposits:
  In domestic offices .............................         $25,962,242
  Noninterest-bearing..............................          10,586,346
  Interest-bearing.................................          15,395,896
  In foreign offices, Edge and Agreement
    subsidiaries, and IBFs ........................          24,862,377
  Noninterest-bearing..............................             373,085
  Interest-bearing.................................          24,489,292
Federal funds purchased and securities sold
  under agreements to repurchase ..................           1,446,874
Trading liabilities ...............................           2,373,361
Other borrowed money:
  (includes mortgage indebtedness and
  obligations under capitalized
  leases) .........................................           1,381,512
Bank's liability on acceptances executed and
  outstanding .....................................             592,804
Subordinated notes and debentures .................           1,646,000
Other liabilities .................................           5,373,065
                                                            -----------
Total liabilities .................................         $63,658,235
                                                            ===========

EQUITY CAPITAL
Common stock ......................................           1,135,284
Surplus ...........................................           1,008,773
Retained earnings .................................           4,426,033
Accumulated other comprehensive income ............               4,034
Other equity capital components ...................                   0
Total equity capital ..............................           6,574,124
                                                            -----------
Total liabilities and equity capital ..............         $70,232,359
                                                            ===========




     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.



                                               Thomas J. Mastro,
                           Senior Vice President and Comptroller

     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been

   7
     prepared in conformance with the instructions issued by the Board of
     Governors of the Federal Reserve System and is true and correct.

Thomas A. Renyi
Gerald L. Hassell             Directors
Alan R. Griffith

EX-99.1

   1

                                                                    EXHIBIT 99.1

                      PRESS RELEASE dated August 13, 2001

FIDELITY NATIONAL FINANCIAL, INC. PRICES $250 MILLION OF 7.3% TEN-YEAR NOTES

IRVINE, Calif., Aug. 13 /PRNewswire/ -- Fidelity National Financial, Inc. (NYSE:
FNF - news), the nation's largest provider of title insurance and real estate
related products and services, today announced that it issued $250 million of
7.3% ten-year notes through lead manager Lehman Brothers. The notes were priced
at 99.597 to yield 7.358%. The notes will pay interest on the 15th of February
and August and mature on August 15, 2011. In addition to lead manager Lehman
Brothers, Banc of America Securities and Bear, Stearns & Co. acted as
co-managers.

The notes are rated Baa3 by Moody's Investors Service and BBB- by Standard &
Poor's. Both ratings carry a positive outlook. The net proceeds will be used to
repay long-term indebtedness under the Company's existing term loan facility.

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, flood certifications, real estate tax
services, credit reporting, property appraisal services, exchange intermediary
services in connection with real estate transactions, loan portfolio services,
field services, default services, foreclosure publishing and posting services,
reconveyances, home warranty insurance and real estate information and
technology services. 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 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.