Fidelity currently owns approximately 33% of the outstanding common stock of ANFI, and last month the Santa Barbara company announced that it had entered into a letter of intent to acquire ANFI.

Under the terms of the new agreement, each share of ANFI common stock will be exchanged for .454 shares of FNF common stock, subject to customary closing conditions and regulatory approvals, and the approval of ANFI shareholders. The parties expect to close the transaction in the second quarter of 2003.

Fidelity National reported revenue of nearly $3.9 billion and earned more than $300 million in 2001, with cash flow from operations of more than $425 million. The company's title insurance underwriters include Fidelity National Title, Chicago Title, Ticor Title, Security Union Title and Alamo Title. Combined, the companies issue approximately 30% of all title insurance policies nationally.

ANFI Inc. provides title insurance services and other real estate information services through its subsidiaries in California, Arizona, Colorado, Nevada and New York through 106 branches.

Fidelity's stock stood at $34.49 in early morning trading Friday, up five cents on the day and slightly below its 52-week high of $34.70, achieved earlier this month. ANFI was trading at $15.53, up nearly a dime for the day but below its 52-week high of $16.89, achieved this month.