Exhibit 2
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of March 31, 2000 (this
"Agreement"), by and between Leucadia National Corporation, a New York
corporation ("Buyer"), and PNC Bank N.A. & A.P.K. Jr. Trustees Under the Will of
Xxxxxx Xxxxx ("Seller").
W I T N E S S E T H:
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WHEREAS, Seller desires to sell 883,296 shares (the
"Shares") of common stock, par value $.0001 per share, of Fidelity National
Financial, Inc., a Delaware corporation ("Fidelity"), to Buyer, and Buyer
desires to purchase the Shares;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants, provisions and agreements set forth herein, the parties hereto
hereby agree as follows:
1. Purchase of the Shares. Subject to the terms and
conditions set forth in this Agreement, Seller shall sell, convey, assign,
transfer and deliver the Shares to Buyer and Buyer shall purchase and acquire
the Shares from Seller for a cash purchase price of $15 per Share and an
aggregate cash purchase price of $13,249,440 (the "Purchase Price"). Such
transaction, referred to herein as the "Purchase," shall occur on April 4, 2000
(unless either the parties mutually agree that the Purchase shall occur on a
different date or Xxxxx X. Xxxxx, Xx. shall have been unable to provide to
Fidelity the opinion of counsel referred to in clause (iii) of the last
paragraph of the letter from Xxxxx X. Xxxxx, Xx. to Fidelity dated January 7,
2000 (the "January 7 Letter"), in which case the date on which the Purchase
shall occur shall be postponed until the date that Xxxxx X. Xxxxx, Xx. has been
able to provide such opinion of counsel to Fidelity). Seller has separately
provided to Buyer the form of opinion of counsel to be provided to Fidelity on
April 3, 2000.
2. Representations and Warranties of Buyer. Buyer hereby
represents and warrants to Seller with respect to the Purchase of the Shares as
follows:
(a) Investment Experience. Buyer has substantial
experience in evaluating and investing in private
placement transactions of securities in companies
similar to Fidelity. Buyer is capable of evaluating
the merits and risks of Buyer's investment in
Fidelity and has such business and financial
experience as is required to give it the capacity to
protect Buyer's own interests.
(b) Accredited Investor. Buyer is an "accredited
investor" as that term is defined in Securities and
Exchange Commission Rule 501 of Regulation D, as
presently in effect.
(c) Investment. Buyer is acquiring the Shares only for
investment in Buyer's own account, not as a nominee
or agent and not with the view to, or for resale in
connection with, any distribution thereof. Buyer
understands that the sale of the Shares has not been
registered under the Securities Act of 1933, as
amended (the "Act"), by reason of a specific
exemption from the registration provisions of the Act
that depends upon, among other things, the bona fide
nature of Buyer's investment intent and the accuracy
of Buyer's representations as expressed herein.
(d) Authority; Non-Contravention. Buyer has the full
right, power and capacity to enter into this
Agreement and to consummate the transactions
contemplated hereby. The execution of this Agreement
and the consummation of the transactions contemplated
hereby will not conflict with or constitute a breach
of or default under any agreement to which Buyer is a
party or by which Buyer's assets are bound.
3. Representations and Warranties of Seller. Seller hereby
represents and warrants to Buyer with respect to the Purchase of the Shares as
follows:
(a) Ownership of the Shares. Seller is the beneficial
owner of the Shares, and at the time of the Purchase
the Shares shall be free and clear of any and all
liens, pledges or other encumbrances.
(b) Authority; Non-Contravention. Assuming satisfaction
of the requirements set forth in the January 7
Letter, (i) Seller has the full right, power and
capacity to enter into this Agreement and to
consummate the transactions contemplated hereby, and
(ii) the execution of this Agreement and the
consummation of the transactions contemplated hereby
will not conflict with or constitute a breach of or
default under any agreement to which Seller is a
party or by which Seller's assets are bound.
4. Brokers. Each of Buyer and Seller represents to the
other that no agent, broker, investment banker, person or firm acting on behalf
of it or under its authority is or will be entitled to any broker's, finder's or
investment banker's fee or any other commission or similar fee directly with the
transaction contemplated hereby.
5. Governing law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
6. Assignment. This Agreement is not assignable by either
party, except that Buyer shall have the right to assign this Agreement to any
wholly-owned subsidiary of Buyer in which case (i) the representations in
Section 2 hereof shall be deemed to be made by Buyer for itself and any such
assignee and (ii) Buyer shall continue to be obligated under this Agreement.
7. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto, and there are no agreements,
understandings or representations between the parties hereto which are not set
forth herein. This Agreement may be terminated by either party without liability
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to the other party in the event that the Purchase has not been completed on or
prior to May 1, 2000. Each of Seller and Buyer agrees to use commercially
reasonable efforts to cause the Purchase to occur on or prior to May 1, 2000.
8. Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original and all of which together shall
be one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement or caused this Agreement to be duly executed as of the day and
year first above written.
LEUCADIA NATIONAL CORPORATION
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: EVP
PNC BANK N.A. & A.P.K. JR.
TRUSTEES UNDER THE WILL OF XXXXXX XXXXX
By: /s/ Xxxxx X. Xxxxx, Xx.
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Name: Xxxxx X. Xxxxx, Xx.
Title: Co-Trustee
By: /s/ Xxxxxx Xxxxxxxxx
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Name: PNC Bank - Xxxxxx Xxxxxxxxx
Title: Co-Trustee
Solely for purposes of the last sentence of
Section 7 hereof Xxxxx X. Xxxxx, Xx. agrees
to be included within the definition of "Seller."
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Xx.
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