<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 10-Q



(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                                       OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                       For the Quarter Ended June 30, 1999

                         Commission File Number 0-24961

                        AMERICAN NATIONAL FINANCIAL, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         California                                         33-0731548
--------------------------------------------------------------------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                         Identification Number)


17911 Von Karman Avenue, Suite 240, Irvine, California          92614
--------------------------------------------------------------------------------
      (Address of principal executive offices)               (Zip Code)


                                 (949) 622-4700
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                YES (X)   NO ( )


Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.

       Common stock, no par value, 7,150,000 shares as of August 12, 1999

       Exhibit Index appears on page 11 of 12 sequentially numbered pages.



<PAGE>   2

                                    FORM 10-Q

                                QUARTERLY REPORT

                           Quarter Ended June 30, 1999

                                TABLE OF CONTENTS
                                -----------------


<TABLE>
<CAPTION>
                                                                                                 Page Number
                                                                                                 -----------
<S>                                                                                              <C>
Part I:  FINANCIAL INFORMATION

         Item 1.  Condensed Consolidated Financial Statements

                  A.       Condensed Consolidated Balance Sheets as of                                3
                           June 30, 1999 and December 31, 1998

                  B.       Condensed Consolidated Statements of Earnings                              4
                           for the three-month and six-month periods ended
                           June 30, 1999 and 1998

                  C.       Condensed Consolidated Statements of Comprehensive                         5
                           Earnings for the three-month and six-month periods
                           ended June 30, 1999 and 1998

                  D.       Condensed Consolidated Statements of Cash Flows                            6
                           for the six-month periods ended June 30, 1999 and 1998

                  E.       Notes to Condensed Consolidated Financial Statements                       7

         Item 2.  Management's Discussion and Analysis of Financial Condition                         8
                  and Results of Operations

         Item 3.  Quantitative and Qualitative Market Risk Disclosures                               10


Part II: OTHER INFORMATION

         Items 1, 2, 3 and 5 of Part II have been omitted because they are not
                  applicable with respect to the current reporting period.
         Item 4.  Submission of Matters to a Vote of Security Holders                                11
         Item 6.  Exhibits and Reports on Form 8-K                                                   11
</TABLE>


                                   SIGNATURES

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 thereunto duly authorized.

                        AMERICAN NATIONAL FINANCIAL, INC.
                        ---------------------------------
                                  (Registrant)



By:  /s/ Carl A. Strunk                               Date: August 12, 1999
     -------------------------------------------
     Carl A. Strunk
     Executive Vice President and
     Chief Financial Officer
     (Principal Financial and Accounting Officer)





                                       2

<PAGE>   3
Part I:  FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

               AMERICAN NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                              June 30,        December 31,
                                                                                                1999              1998
                                                                                             -----------      -----------
                                                                                            (Unaudited)
                                     ASSETS
<S>                                                                                          <C>              <C>
Current assets:
  Cash and cash equivalents.............................................................     $19,018,697      $10,344,987
  Short-term investments, at cost, which approximates fair market value.................         154,000          150,000
  Other long term investments, at fair market value.....................................       2,843,101               --
  Accounts receivable, net of allowance for doubtful accounts
    of $1,233,121 in 1999 and $1,895,684 in 1998........................................       7,454,987        8,575,808
  Notes receivables, net................................................................         116,725               --
  Deferred income taxes.................................................................       3,051,873        2,395,298
  Prepaid expenses and other current assets.............................................       1,092,456        2,796,888
                                                                                             -----------      -----------
     Total current assets...............................................................      33,731,839       24,262,981
Property and equipment, net.............................................................       7,730,520        4,010,187
Title plants............................................................................       2,377,223        2,252,023
Deposits with Insurance Commissioner....................................................         140,000          112,500
Intangibles, net of accumulated amortization of $720,321 in 1999 and
  $609,103 in 1998 .....................................................................       8,268,508        6,738,350
                                                                                             -----------      -----------
     Total assets.......................................................................     $52,248,090      $37,376,041
                                                                                             ===========      ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable and other accrued expenses, including $58,883
    to affiliates in 1999 and $126,630 in 1998..........................................     $ 5,161,652      $ 6,354,355
  Customer advances.....................................................................       2,359,702        2,190,364
  Current portion of long-term debt.....................................................          53,184          442,500
  Current portion of obligations under capital leases with affiliates...................          64,568          741,561
  Current portion of obligations under capital leases with non-affiliates...............         170,681          115,643
  Reserve for claim losses..............................................................       4,153,277               --
  Income taxes payable..................................................................       1,208,910        3,750,029
  Due to affiliate......................................................................       1,825,781        1,892,910
                                                                                             -----------      -----------
     Total current liabilities..........................................................      14,997,755       15,487,362
Long term debt..........................................................................       2,017,952               --
Obligations under capital leases with affiliates........................................         636,493          669,435
Obligations under capital leases with non-affiliates....................................       1,250,571        1,321,070
                                                                                             -----------      -----------
     Total liabilities..................................................................      18,902,771       17,477,867

Shareholders' equity:
     Preferred stock, no par value; authorized 5,000,000 shares;
       issued and outstanding, none.....................................................              --               --
     Common stock, no par value; authorized, 50,000,000 shares;
       issued and outstanding, 7,150,000 in 1999 and 4,917,096 in 1998..................              --               --
     Additional paid in capital.........................................................      21,745,777       12,324,264
     Retained earnings..................................................................      11,586,716        7,573,910
                                                                                             -----------      -----------
                                                                                              33,332,493       19,898,174
     Accumulated comprehensive earnings.................................................          12,826               --
     Total shareholders' equity.........................................................      33,345,319       19,898,174
                                                                                             -----------      -----------
     Total liabilities and shareholders' equity.........................................     $52,248,090      $37,376,041
                                                                                             ===========      ===========
</TABLE>

See accompanying notes to condensed consolidated financial statements




                                       3

<PAGE>   4
               AMERICAN NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
                                                                  Three months ended               Six months ended
                                                                        June 30,                        June 30,
                                                               ---------------------------    ---------------------------
                                                                   1999           1998           1999            1998
                                                               ------------   ------------    -----------    ------------
                                                                       (Unaudited)                    (Unaudited)
<S>                                                            <C>            <C>             <C>            <C>
Revenues:
    Net title service revenue -- related party .............   $ 14,541,703   $ 13,377,163    $ 28,819,023   $ 24,121,338
    Escrow fees ............................................      7,190,009      6,186,316      13,848,981     10,716,185
    Other service charges ..................................      3,635,468      4,168,457       7,110,607      7,138,011
                                                               ------------   ------------    ------------   ------------
        Total revenues .....................................     25,367,180     23,731,936      49,778,611     41,975,534
                                                               ------------   ------------    ------------   ------------

Expenses:
    Personnel costs ........................................     14,563,258     12,274,301      28,391,950     22,522,387
    Other operating expenses includes $888,620 and
      $970,974 with affiliate for the three-month period
      ended June 30, 1999 and 1998, respectively, and
      $2,046,824 and $1,682,230 with affiliate for the
      six-month period ended June 30, 1999 and 1998,
      respectively .........................................      4,641,160      4,277,274       8,820,383      7,774,630
    Title plant rent and maintenance .......................      1,600,073      1,526,530       3,181,858      3,015,889
                                                               ------------   ------------    ------------   ------------
        Total expenses .....................................     20,804,491     18,078,105      40,394,191     33,312,906
                                                               ------------   ------------    ------------   ------------

Earnings before income taxes and minority interest
     in net earnings of consolidated subsidiary ............      4,562,689      5,653,831       9,384,420      8,662,628
Provision for income taxes .................................      1,916,330      2,347,847       3,941,622      3,532,039
                                                               ------------   ------------    ------------   ------------
Earnings before minority interest in net earnings of
     consolidated subsidiary ...............................      2,646,359      3,305,984       5,442,798      5,130,589
Minority interest in net earnings of consolidated subsidiary             --     (1,352,085)             --     (2,044,546)
                                                               ------------   ------------    ------------   ------------
Net earnings ...............................................   $  2,646,359   $  1,953,899    $  5,442,798   $  3,086,043
                                                               ============   ============    ============   ============

Basic net earnings .........................................   $  2,646,359   $  1,953,899    $  5,442,798   $  3,086,043
                                                               ============   ============    ============   ============

Basic earnings per share ...................................   $       0.37   $       0.68    $       0.82   $       1.06
                                                               ============   ============    ============   ============

Weighted average shares outstanding, basic basis ...........      7,150,000      2,900,767       6,606,271      2,917,754
                                                               ============   ============    ============   ============

Diluted net earnings .......................................   $  2,646,359   $  1,953,899    $  5,442,798   $  3,086,043
                                                               ============   ============    ============   ============

Diluted earnings per share .................................   $       0.37   $       0.62    $       0.82   $        .97
                                                               ============   ============    ============   ============

Weighted average shares outstanding, diluted basis .........      7,150,000      3,178,046       6,672,144      3,183,380
                                                               ============   ============    ============   ============

Cash dividends per share ...................................   $       0.10   $         --    $       0.20   $         --
                                                               ============   ============    ============   ============
</TABLE>


See accompanying notes to condensed consolidated financial statements



                                       4


<PAGE>   5
               AMERICAN NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
                                 (In thousands)


<TABLE>
<CAPTION>
                                               Three months ended          Six months ended
                                                    June 30,                   June 30,
                                             -----------------------   -----------------------
                                                1999         1998         1999        1998
                                             ----------   ----------   ----------   ----------
                                                   (Unaudited)               (Unaudited)
<S>                                          <C>          <C>          <C>          <C>
Net earnings                                 $2,646,359   $1,953,899   $5,442,798   $3,086,043
                                             ----------   ----------   ----------   ----------

Other comprehensive earnings:

  Unrealized gains on investments, net (1)       12,826           --       12,826           --
                                             ----------   ----------   ----------   ----------
  Comprehensive earnings                     $2,659,185   $1,953,899   $5,455,624   $3,086,043
                                             ==========   ==========   ==========   ==========
</TABLE>

-------------------
(1) Net of income tax expense of $6,607 and $0, and $6,607 and $0 for the
    three-month and six-month periods ended June 30, 1999 and 1988 respectively.













See accompanying notes to condensed consolidated financial statements



                                       5


<PAGE>   6
               AMERICAN NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                     Six months ended
                                                                                         June 30,
                                                                               -----------------------------
                                                                                   1999            1998
                                                                               ------------    -------------
                                                                                        (Unaudited)
<S>                                                                            <C>             <C>
Cash flows from operating activities:
  Net earnings                                                                 $  5,442,798    $  3,086,043
  Adjustments to reconcile net earnings to cash provided
     by operating activities:
     Depreciation and amortization                                                1,052,104         560,060
     Minority interest in net earnings of consolidated subsidiary                        --       2,044,546
     Changes in:
      Accounts receivable, net                                                    1,120,821      (1,904,319)
      Prepaid expenses and other assets                                             168,909        (173,605)
      Income taxes payable and deferred income taxes                             (3,184,868)        394,285
      Accounts payable and other accrued expenses                                (1,907,695)      1,840,022
      Due to affiliate                                                              (67,129)     (1,213,749)
      Customer advances                                                             169,338         436,194
                                                                               ------------    ------------

          Total cash provided by operating activities                             2,794,278       5,069,477
                                                                               ------------    ------------
Cash flow from investing activities:
  Advance to related party                                                               --      (1,531,169)
  Assets acquired, net of cash                                                    1,204,323              --
  Borrowings (repayment) of title plant                                            (125,200)             --
  Purchase of property and equipment                                             (4,991,219)     (1,205,457)
  Additions to notes receivable                                                    (116,725)             --
  Purchase of investments                                                           (31,500)     (1,982,398)
                                                                               ------------    ------------

          Total cash used in investing activities                                (4,060,321)     (4,719,024)

  Borrowings                                                                      2,080,000              --
  Repayment of long term debt                                                      (442,500)             --
  Proceeds from stock options exercised                                             219,717              --
  Proceeds from issuance of common stock                                          9,201,796              --
  Proceeds from sale of real estate                                                 330,000              --
  Payments on long term debt                                                         (8,864)     (1,100,002)
  Payments under capital lease obligations                                         (725,396)       (320,502)
  Dividends paid                                                                   (715,000)             --
                                                                               ------------    ------------

          Total cash provided by (used in) financing activities                   9,939,753      (1,420,504)
                                                                               ------------    ------------

          Increase (decrease) in cash and cash equivalents                        8,673,710      (1,070,051)
  Cash and cash equivalents at the beginning of year                             10,344,987       7,223,635
                                                                               ------------    ------------
  Cash and cash equivalents at end of period                                   $ 19,018,697    $  6,153,584
                                                                               ============    ============

Supplemental disclosure of cash flow information:

  Cash paid during the year:
     Interest                                                                  $     88,705    $    261,099
     Income taxes                                                              $  6,341,000    $  1,520,105
  Non-cash investing activities:
     Title plant acquired under capital lease                                  $     75,000    $         --
  Non-cash financing activities:
     Dividends declared and unpaid                                             $    715,000    $         --
</TABLE>

See accompanying notes to condensed consolidated financial statements




                                       6


<PAGE>   7

Notes to Condensed Consolidated Financial Statements


Note A - Basis of Financial Statements
--------------------------------------

The financial information included in this report includes the accounts of
American National Financial, Inc. and its subsidiaries (collectively, the
"Company") and has been prepared in accordance with generally accepted
accounting principles and the instructions to Form 10-Q and Article 10 of
Regulation S-X. All adjustments, consisting of normal recurring accruals
considered necessary for a fair presentation, have been included. This report
should be read in conjunction with the Company's Annual Report on Form 10-K for
the year ended December 31, 1998 and the Prospectus dated February 12, 1999.

Note B - State Banking Department
---------------------------------

One June 21, 1999 the Company submitted a response to The State Banking
Department, State of Arizona ("State Banking Department") regarding their Report
of Examination ("The Report") of Nations Title Insurance of Arizona, Inc.
("Nations") dated March 4, 1999 for the three-year period ending October 31,
1998. The report as agreed to by the Company indicates that the Company may not
have been in compliance with certain State Banking Department regulations during
the period. The Company has or will incorporate all comments and recommendations
listed by the State Banking Department in the report covered by the report. The
Company does not believe this will have a material impact upon the financial
statements of the Company.

Note C - Dividends
------------------

On June 16 1999, the Company's Board of Directors declared a quarterly cash
dividend of $.10 per share, payable on July 21, 1999, to stockholders of record
on July 8, 1999.

Note D - Santa Barbara Title Company Merger
-------------------------------------------

On April 30, 1999, the Department of Insurance, State of California, approved
the merger of Santa Barbara Title Company, a wholly-owned subsidiary of American
Title Company, into American Title Company.

Note E - Acquisition
--------------------

On May 28, 1999, the Department of Insurance, State of New York, approved the
acquisition of National Title Insurance of New York, a New York underwriter by
American Title Company a subsidiary of American National Financial Inc. from
Fidelity National Financial, Inc. National Title Insurance Company of New York
is licensed to issue title insurance policies in 35 states and the U.S. Virgin
Islands. The $3.25 million dollar purchase price was paid in cash and the
transaction was completed in June 1999.

On April 1, 1999, the Company completed the purchase of a home office building
located in Orange, California for $2,600,000. In connection with the purchase,
the Company financed $2,080,000 in the form of a mortgage note payable to a
financial institution that bears interest at the prime lending rate with
principal payments in the amount of $4,432 payable monthly. The note matures on
April 1, 2004.

Note F - Investments
--------------------

Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date. The Company
invests primarily in high-grade marketable securities. All marketable securities
are defined as available-for-sale securities under the provisions of Statement
of Financial Accounting Standards No. ("SFAS") 115, "Accounting for Certain
Investments in Debt and Equity Securities."

Management determines the appropriate classification of its investments in
marketable securities at the time of purchase and reevaluates such determination
at each balance sheet date. Securities that are bought and held principally for
the purpose of selling them in the near term are classified as trading
securities and unrealized gains and losses are included in earnings.
Available-for-sale securities are carried at fair value, with the unrealized
gains and losses, net of tax, reported as a separate component of stockholders'
equity.




                                       7

<PAGE>   8

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

Factors That May Affect Operating Results
-----------------------------------------

The statements contained in this report on Form 10-Q that are not purely
historical are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, including statements regarding the Company's expectations, hopes,
intentions or strategies regarding the future. All forward-looking statements
included in this document are based on information available to the Company on
the date hereof, and the Company assumes no obligation to update any such
forward-looking statements. It is important to note that the Company's actual
results could differ materially from those in such forward-looking statements.
The reader should consult the risk factors listed from time to time and other
information disclosed in the Company's reports on Forms 10-K and filings under
the Securities Act of 1933, as amended.

Results of Operations
---------------------

Total revenue for the second quarter of 1999 increased 6.9% to $25.4 million
from $23.7 million for the second quarter of 1998. Total revenue for the
six-month period ended June 30, 1999 increased 18.6% to $49.8 million from $42.0
million for the comparable 1998 period. The increases in total revenue for both
the three-month and the six-month periods ended June 30, 1999 are primarily the
result of continuing strength in the Company's core title operations. Open title
orders lagged first quarter 1999 levels due to a decline in refinance
activities. However, resale activities remained strong. Fee per file is higher
for resale transactions than refinance. Additionally, the contribution of the
Company's ancillary service subsidiaries was unchanged as the demand for these
services are consistent with the trend in real estate activity.

The increases in title premiums of $1.2 million, or 8.7%, and $4.7 million, or
19.5%, for the three-month and six-month periods ended June 30, 1999,
respectively are consistent with the current real estate market environment.
Title orders and requests for real estate related services have continued to
react favorably to existing conditions. The average fee per file increased to
$957 in 1999 from $856 in 1998.

Escrow fees have followed the same trend as title premiums, as would be
expected. Escrow fees increased $1.0 million and $3.1 million, or 16.2% and
29.2%, for the three-month and six-month periods ended June 30, 1999,
respectively. The increase in escrow fees can also be attributed to current
market conditions, and the Company's efforts to expand its presence in the
southern California escrow market with the opening of five additional offices in
the second quarter of 1999.

Other fees and income trend closely with the level and mix of business, as well
as the performance of certain of the Company's title-related subsidiaries. Other
fees and income have decreased to $3.6 million compared to $4.2 million in the
second quarter of 1998. This slight decrease for three months ending June 30,
1999 is a result of seasonal decline in ancillary business. For the six month
period ended June 30, 1999 other fees and income was $7.1 million, and was
comparable to the 1998 period.

The Company's operating expenses consist primarily of personnel cost, other
operating expenses and title plant maintenance expense. Title insurance
premiums, escrow fees and the majority of other fees and revenue are recognized
as income at the time the underlying transaction closes. As a result, revenue
lags approximately 60-90 days behind expenses and therefore gross margins may
fluctuate.

Personnel costs include base salaries, bonuses and sales commissions paid to
employees, and are the most significant operating expense incurred by the
Company. These costs generally fluctuate with the level of orders opened and
closed and with the mix of revenue. Personnel costs, as a percentage of total
revenue, have increased to 57.4% for the three-month period ended June 30, 1999
compared to 51.7% for the corresponding period in 1998. Personnel costs as a
percentage of total revenue for the six-month period ended June 30, 1999 have
increased to 57.0% from 53.7% for the corresponding 1998 period. The Company is
and continues to respond quickly to maintain personnel costs at levels
consistent with revenues. The increase is a result of the Company's continued
expansion of its business. The Company continues to monitor the prevailing
market conditions and will adjust personnel costs in accordance with activity.

Other operating expenses consist primarily of facilities expenses, escrow
losses, provision for liquidated damages, courier services, computer services,
professional services, general insurance, interest expense, trade and notes
receivable allowances and depreciation. Certain fixed costs are incurred
regardless of revenue levels, resulting in period over period fluctuations.
Other operating expenses slightly increased as a percentage of total revenue at
18.3% in the second quarter of 1999 from 18.0% in the second quarter of 1998. As
a percentage of total revenue, other operating expenses for the six-month period
ended June 30, 1999 decreased to 17.7% from 18.5% for the same period on 1998.
The Company previously implemented and remains committed to aggressive cost
control programs that will help maintain operating expense levels consistent
with revenue levels.



                                       8


<PAGE>   9

Title plant maintenance expenses slightly decreased as a percent of total
revenue to 6.3% in the second quarter of 1999 from 6.4% in the second quarter of
1998. As a percentage of total revenue, title plant maintenance expenses for the
six-month period ended June 30, 1999 decreased to 6.4% from 7.2% for the same
period in 1998. This reduction as a percent of total revenue is the result from
the recent negotiations regarding various contracts within several counties in
California and Arizona. These agreements resulted in significant cost reductions
to the Company.

Income tax expense for the three-month periods ended June 30, 1999 and 1998, as
a percentage of earnings before income taxes was 42.0% and 41.5%, respectively.
Income tax expense for the six-month periods ended June 30, 1999 and 1998 was
42.0% and 40.8%, respectively. The fluctuations in income tax expense as a
percentage of earnings before income taxes are attributable to the Company's
estimate of ultimate income tax liability and the characteristics of net income,
i.e., operating income versus investment income, taxable versus non-taxable.

Liquidity and Capital Resources
-------------------------------

The Company's current cash requirements include debt service, debt relating to
capital leases, personnel, operating expenses, taxes and dividends on its common
stock. The Company believes that all anticipated cash requirements for current
operations will be met from internally generated funds and existing cash
resources.

As a holding company, the Company receives cash from its subsidiaries in the
form of reimbursement for operating and other administrative expenses. Positive
cash flow from the insurance subsidiary is invested primarily in short-term
investments. The insurance subsidiary is restricted by state regulations in
their ability to pay dividends and make distributions. The Company's ancillary
service subsidiaries collect revenue and pay operating expenses, however, they
are not regulated by insurance regulatory or banking authorities.

On April 1, 1999 the Company completed the purchase of a home office building
located in Orange, California for $2,600,000. The Company financed $2,080,000
secured by a first trust deed. The terms of the note require monthly interest
payments at prime interest rate and monthly principal payments of $4,432. The
note matures on April 1, 2004.

On May 28, 1999 the Department of Insurance, State of New York approved the
acquisition of National Title Insurance Company of New York by the Company. The
$3.25 million dollar transaction was paid in cash in June 1999.

Year 2000
---------

Information technology is an integral part of the Company's business. The
Company also recognizes the critical nature of and the technological challenges
associated with the Year 2000 issue. The Year 2000 issue ("Y2K") results from
computer programs and computer hardware that utilize only two digits to identify
a year in the date field, rather than four digits. If such programs or hardware
are not modified or upgraded information systems could fail, lock up, or in
general fail to perform according to normal expectations. The Company has
implemented a program and committed both personnel and other resources to
determine the extent of potential Y2K issues. Included within the scope of this
program are systems used in title plants, title policy processing, escrow
production, claims processing, real estate related services, financial
management, human resources, payroll and infrastructure. In addition to a review
of internal systems, the Company has initiated formal communications with third
parties with which it does business in order to determine whether or not they
are Y2K compliant and the extent to which the Company may be vulnerable to third
parties' failure to become Y2K compliant. The Company is in the process of
identifying Y2K compliant issues in its systems, equipment and processes. The
Company is making changes to such systems, updating or replacing such equipment,
and modifying such processes to make them Y2K compliant.

The Company has developed a four-phase program to become Y2K compliant. Phase I
is, "Plan Preparation and Identification of the Problem." This is a continuing
phase that will extend beyond the year 2000 itself. Phase II is, "Plan Execution
and Remediation." Phase III is, "Testing." Phase IV is, "Maintaining Y2K
Compliance." The Company was substantially Y2K compliant by July 1999. The
status of the Y2K compliance program is monitored by senior management of the
Company and by the Audit Committee of the Company's Board of Directors. The
costs of the Y2K related efforts incurred to date have not been material, and
the estimate of remaining costs to be incurred is not considered to be material.
Due to the complexities of estimating the cost of modifying applications to
become Y2K compliant and the difficulties in assessing third parties', including
various local governments upon which the Company relies upon to provide
title-related data, ability to become Y2K compliant, estimates may be subject to
change.



                                       9


<PAGE>   10
Management of the Company believes that its electronic data processing and
information systems will be substantially Y2K compliant; however, there can be
no assurance that all of the Company's systems will be Y2K compliant, that the
costs to be Y2K compliant will not exceed management's current expectations, or
that the failure of such systems to be Y2K compliant will not have a material
adverse effect on the Company's business. The Company believes that functions
currently performed with the assistance of electronic data processing equipment
could be performed manually or outsourced if certain systems were determined not
to be Y2K compliant on or after January 1, 2000.

The Company has substantially completed a contingency plan in the event that any
systems are not Y2K compliant

This entire section "Year 2000 Issues" is hereby designated a "Year 2000
Readiness Disclosure", as defined in the Year 2000 Information and Readiness
Disclosure Act.

Item 3. Quantitative and Qualitative Market Risk Disclosures

The Company does not believe that there have been any material changes in market
risks since year end.














                                       10


<PAGE>   11
Part II: OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders.

On June 16, 1999, the Company held its Annual Meeting of Shareholders pursuant
to a Notice and Proxy Statement dated May 11, 1999. At the meeting, shareholders
elected William P. Foley, II (6,178,445 for and 8,517 withheld), Michael C.
Lowther (6,178,445 for and 8,517 withheld), Wayne D. Diaz (6,178,445 for and
8,517 withheld), Carl A. Strunk (6,178,445 for and 8,517 withheld), Barbara A.
Ferguson (6,178,445 for and 8,517 withheld), Dennis R. Duffy (6,178,445 for and
8,517 withheld), Bruce Elieff (6,178,445 for and 8,517 withheld), Robert L.
Majorino (6,178,445 for and 8,517 withheld) and Matthew K. Fong (6,178,445 for
and 8,517 withheld) as Directors recommended by management and approved by a
vote of 5,060,598 for, 43,600 against, with 4,617 abstaining and 1,330,258 not
voted, the Company has adopted the 1999 Stock Option Plan ("1999 Plan") and
approved by a vote of 5,075,264 for, 28,767 against, with 4,784 abstaining and
1,330,258 not voted, the adoption of the Company's 1999 Employee Stock Purchase
Plan (the "Purchase Plan").

Item 6. Exhibits and Reports on Form 8-K.

        (a) Exhibits:

            Exhibit 11 -- Computation of Basic and Diluted Earnings Per Share

            Exhibit 27 -- Financial Data Schedule

       (b)  Reports on Form 8-K:

            None.








                                       11

<PAGE>   12
                                 EXHIBIT INDEX
                                 -------------


EXHIBIT NUMBER           DESCRIPTION
--------------           -----------

Exhibit 11               Computation of Basic and Diluted Earnings Per Share
Exhibit 27               Financial Data Schedule