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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. |
629410309 |
Page | 1 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: Fidelity National Financial, Inc. |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
86-0498599 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 613,400 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 6,031,211 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 613,400 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
6,031,211 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
6,644,611 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
12.4% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
CO |
CUSIP No. |
629410309 |
Page | 2 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: Security Union Title Insurance Company |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
95-2216067 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
California | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 1,222,030 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
1,222,030 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,222,030 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
2.3% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
CO, IC |
2
CUSIP No. |
629410309 |
Page | 3 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: Alamo Title Insurance |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
74-0476580 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Texas | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 1,170,679 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
1,170,679 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,170,679 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
2.2% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
CO, IC |
3
CUSIP No. |
629410309 |
Page | 4 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: Ticor Title Insurance Company |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
95-2410872 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
California | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 1,237,000 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
1,237,000 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,237,000 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
2.3% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
CO, IC |
4
CUSIP No. |
629410309 |
Page | 5 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: Chicago Title Insurance Company |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
36-2468956 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Missouri | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 1,222,702 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
1,222,702 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,222,702 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
2.3% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
CO, IC |
5
CUSIP No. |
629410309 |
Page | 6 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: Fidelity National Title Insurance Company |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
86-0417131 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
California | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 1,178,800 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
1,178,800 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,178,800 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
2.2% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
CO, IC |
6
(i) | Fidelity National Financial, Inc. (FNF); | ||
(ii) | Security Union Title Insurance Company (Security Union); | ||
(iii) | Alamo Title Insurance (Alamo); | ||
(iv) | Ticor Title Insurance Company (TTIC); | ||
(v) | Chicago Title Insurance Company (CTIC); and | ||
(vi) | Fidelity National Title Insurance Company (FNT) |
7
(i) | FNF is a Delaware corporation; | ||
(ii) | Security Union is a California corporation; | ||
(iii) | Alamo is a Texas corporation; | ||
(iv) | TTIC is a California corporation; | ||
(v) | CTIC is a Missouri corporation; and | ||
(vi) | FNT is a California corporation. |
Item 3. | If This Statement is Being Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
(a)
|
o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
(b)
|
o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
(c)
|
o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
(d)
|
o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | ||
(e)
|
o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
(f)
|
o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
(g)
|
o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
(h)
|
o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i)
|
o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
(j)
|
o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
8
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
9
FIDELITY NATIONAL FINANCIAL, INC. |
||||
Date: February 14, 2006 | By: | /s/ Todd C. Johnson | ||
Todd C. Johnson | ||||
Senior Vice President and Secretary | ||||
SECURITY UNION TITLE INSURANCE COMPANY |
||||
Date: February 14, 2006 | By: | /s/ Todd C. Johnson | ||
Todd C. Johnson | ||||
Senior Vice President and Secretary | ||||
ALAMO TITLE INSURANCE |
||||
Date: February 14, 2006 | By: | /s/ Todd C. Johnson | ||
Todd C. Johnson | ||||
Senior Vice President and Secretary | ||||
TICOR TITLE INSURANCE COMPANY |
||||
Date: February 14, 2006 | By: | /s/ Todd C. Johnson | ||
Todd C. Johnson | ||||
Senior Vice President and Secretary | ||||
CHICAGO TITLE INSURANCE COMPANY |
||||
Date: February 14, 2006 | By: | /s/ Todd C. Johnson | ||
Todd C. Johnson | ||||
Senior Vice President and Secretary | ||||
FIDELITY NATIONAL TITLE
INSURANCE COMPANY |
||||
Date: February 14, 2006 | By: | /s/ Todd C. Johnson | ||
Todd C. Johnson | ||||
Senior Vice President and Secretary | ||||
10
99. | Joint Filing Agreement, dated as of February 14, 2006, by and among (i) Fidelity National Financial, Inc.; (ii) Security Union Title Insurance Company; (iii) Alamo Title Insurance; (iv) Ticor Title Insurance Company; (v) Chicago Title Insurance Company; and (vi) Fidelity National Title Insurance Company |
11