UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
FIDELITY NATIONAL TITLE GROUP, INC.
(Name of Issuer)
CLASS A COMMON STOCK, $0.0001 PAR VALUE
(Title of Class of Securities)
31620R105
(CUSIP Number)
November 21, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
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).
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|CUSIP No. 31620R105||Page 2 of 10 Pages|
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- ---------------------------------------------------------------------------
|1 |NAME OF REPORTING PERSON |
| | |
| | Basswood Capital Management, LLC |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
- ---------------------------------------------------------------------------
|2 |CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |
| | (b) X |
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|3 |SEC USE ONLY |
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|4 |CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Delaware |
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| | 5 |SOLE VOTING POWER |
| | | |
| NUMBER OF | | -0- |
--------------------------------------------------------
| SHARES | 6 |SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY | | 1,544,756 shares |
--------------------------------------------------------
| EACH | 7 |SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON | | -0- |
--------------------------------------------------------
| WITH | 8 |SHARED DISPOSITIVE POWER |
| | | |
| | | 1,544,756 shares |
- ---------------------------------------------------------------------------
|9 |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 1,544,756 shares |
- ---------------------------------------------------------------------------
|10|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
- ---------------------------------------------------------------------------
|11|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | |
| | 5.1% |
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|12|TYPE OF REPORTING PERSON* |
| | OO |
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|CUSIP No. 31620R105||Page 3 of 10 Pages|
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|1 |NAME OF REPORTING PERSON |
| | |
| | Matthew Lindenbaum |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
- ---------------------------------------------------------------------------
|2 |CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |
| | (b) X |
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|3 |SEC USE ONLY |
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|4 |CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | United States |
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| | 5 |SOLE VOTING POWER |
| | | |
| NUMBER OF | | -0- |
--------------------------------------------------------
| SHARES | 6 |SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY | | 1,544,756 shares |
--------------------------------------------------------
| EACH | 7 |SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON | | -0- |
--------------------------------------------------------
| WITH | 8 |SHARED DISPOSITIVE POWER |
| | | |
| | | 1,544,756 shares |
- ---------------------------------------------------------------------------
|9 |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 1,544,756 shares |
- ---------------------------------------------------------------------------
|10|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
- ---------------------------------------------------------------------------
|11|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | |
| | 5.1% |
- ---------------------------------------------------------------------------
|12|TYPE OF REPORTING PERSON* |
| | IN |
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|CUSIP No.31620R105||Page 4 of 10 Pages|
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|1 |NAME OF REPORTING PERSON |
| | |
| | Bennett Lindenbaum |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
- ---------------------------------------------------------------------------
|2 |CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |
| | (b) X |
- ---------------------------------------------------------------------------
|3 |SEC USE ONLY |
- ---------------------------------------------------------------------------
|4 |CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | United States |
- ---------------------------------------------------------------------------
| | 5 |SOLE VOTING POWER |
| | | |
| NUMBER OF | | -0- |
--------------------------------------------------------
| SHARES | 6 |SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY | | 1,544,756 shares |
--------------------------------------------------------
| EACH | 7 |SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON | | -0- |
--------------------------------------------------------
| WITH | 8 |SHARED DISPOSITIVE POWER |
| | | |
| | | 1,544,756 shares |
- ---------------------------------------------------------------------------
|9 |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 1,544,756 shares |
- ---------------------------------------------------------------------------
|10|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
- ---------------------------------------------------------------------------
|11|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | |
| | 5.1% |
- ---------------------------------------------------------------------------
|12|TYPE OF REPORTING PERSON* |
| | IN |
- ---------------------------------------------------------------------------
Item 1(a). Name of Issuer:
FIDELITY NATIONAL TITLE GROUP, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
601 Riverside Avenue
Jacksonville, Florida 32204
Items 2(a) Name and Principal Business Address of Person Filing:
and 2(b).
This Schedule is being jointly filed by:
(i) Basswood Capital Management, LLC, a Delaware limited liability
company ("Basswood"), which acts as investment advisor to one or
more domestic investment funds (the "Domestic Funds"), offshore
investment funds (the "Offshore Funds", and collectively with
the Domestic Funds, the "Funds") and institutional managed
accounts (the "Managed Accounts"), with respect to the shares
held by the Funds and the Managed Accounts;
(ii) Matthew Lindenbaum, a Managing Member of Basswood, with respect
to all of the reported shares; and
(iii)Bennett Lindenbaum, a Managing Member of Basswood, with respect
to all of the reported shares.
The principal business address of each reporting person is 645 Madison Avenue,
10th Floor, New York, New York 10022.
Item 2(c). Citizenship:
(i) Basswood Capital Management, LLC is a Delaware limited liability
company.
(ii) Messrs. Lindenbaum are citizens of the United States.
Item 2(d). Title of Class of Securities:
Class A Common Stock, $0.0001 par value.
Item 2(e). CUSIP Number:
31620R105
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under section 15 of the Act,
(b) [ ] Bank as defined in section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act of 1940,
(e) [ ] An investment adviser in accordance with ss. 240.13d-
1(b)(1)(ii)(E),
(f) [ ] An employee benefit plan or endowment fund in accordance
with ss. 240.13d-1(b)(1)(ii)(F),
(g) [ ] A parent holding company or control person in accordance
with ss. 240.13d-1(b)(1)(ii)(G),
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act,
(i) [ ] 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,
(j) [ ] A group, in accordance with ss. 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
The following states the beneficial ownership of the reporting
persons as of November 21, 2005. This report relates to the same shares of
Class A Common Stock which may be deemed to be owned (i) directly (in
the aggregate)by the Funds and the Managed Accounts, none of which
individually beneficially own more than 5% of the class; (ii) indirectly
by Basswood Capital Management, LLC, in its capacity as investment advisor
to the Funds and the Managed Accounts; and (iii) indirectly by Messrs.
Lindenbaum, who, as principals of Basswood Capital Management, LLC, have
the power to direct the vote or disposition of such securities.
Basswood Capital Management, LLC:
(a) Amount beneficially owned: 1,544,756 shares
(b) Percent of class: 5.1%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
None
(ii) Shared power to vote or to direct the vote:
1,544,756 shares
(iii)Sole power to dispose or to direct the disposition of:
None
(iv) Shared power to dispose or to direct the disposition of:
1,544,756 shares
Matthew Lindenbaum:
(a) Amount beneficially owned: 1,544,756 shares
(b) Percent of class: 5.1%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
None
(ii) Shared power to vote or to direct the vote:
1,544,756 shares
(iii)Sole power to dispose or to direct the disposition of:
None
(iv) Shared power to dispose or to direct the disposition of:
1,544,756 shares
Bennett Lindenbaum:
(a) Amount beneficially owned: 1,544,756 shares
(b) Percent of class: 5.1%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
None
(ii) Shared power to vote or to direct the vote:
1,544,756 shares
(iii)Sole power to dispose or to direct the disposition of:
None
(iv) Shared power to dispose or to direct the disposition of:
1,544,756 shares
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
The Funds and the Managed Accounts have the right to receive
dividends from and the proceeds of the sale of the subject
securities owned by such entities. None of such parties
individually owns beneficially more than 5% of the class.
Item 7. Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I (we) certify that, to the best of my (our)
knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my (our) knowledge and belief,
I (we) certify that the information set forth in this statement is true,
complete and correct.
Dated: December 1, 2005
Basswood Capital Management, LLC
/s/ Matthew Lindenbaum
--------------------------------
By: Matthew Lindenbaum
Title: Managing Member
/s/ Matthew Lindenbaum
---------------------------------
Matthew Lindenbaum, an individual
/s/ Bennett Lindenbaum
---------------------------------
Bennett Lindenbaum, an individual
Joint Filing Agreement
Basswood Capital Management, LLC, a Delaware limited liability company, and
Matthew and Bennett Lindenbaum, each an individual, hereby agree to file
jointly the statement on Schedule 13G to which this Agreement is attached
and any amendments thereto which may be deemed necessary, pursuant to
Regulation 13D-G under the Securities Exchange Act of 1934.
It is understood and agreed that each of the parties hereto is responsible
for the timely filing of such statement and any amendments thereto, and for
the completeness and accuracy of the information concerning such party
contained therein, but such party is not responsible for the completeness
and accuracy of information concerning any other party unless such party
knows or has reason to believe such information is inaccurate.
It is understood and agreed that a copy of this Agreement shall be attached
as an exhibit to the statement on Schedule 13G, and any amendments thereto,
filed on behalf of each of the parties hereto.
Dated: December 1, 2005
Basswood Capital Management, LLC
/s/ Matthew Lindenbaum
--------------------------------
By: Matthew Lindenbaum
Title: Managing Member
/s/ Matthew Lindenbaum
---------------------------------
Matthew Lindenbaum, an individual
/s/ Bennett Lindenbaum
---------------------------------
Bennett Lindenbaum, an individual