-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NiGkyfMTTrnN+1X1/HN1rQavMkuS2+opVBwrfE+Qn9L9QkyCNqFbl2HA1hQfT53a eKUwUQUqFfNvalqzmJujCA== 0001095811-01-504410.txt : 20010820 0001095811-01-504410.hdr.sgml : 20010820 ACCESSION NUMBER: 0001095811-01-504410 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20010816 GROUP MEMBERS: CHICAGO TITLE & TRUST COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY NATIONAL INFORMATION SOLUTIONS INC CENTRAL INDEX KEY: 0000888793 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 411293754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45213 FILM NUMBER: 1717331 BUSINESS ADDRESS: STREET 1: 5060 SHOREHAM PL. #300 CITY: SAN DIEGO STATE: CA ZIP: 92122 BUSINESS PHONE: 6194506100 MAIL ADDRESS: STREET 1: 5060 SHOREHAM PLACE STREET 2: STE 300 CITY: SAN DIEGO STATE: CA ZIP: 92122 FORMER COMPANY: FORMER CONFORMED NAME: VISTA INFORMATION SOLUTIONS INC DATE OF NAME CHANGE: 19950601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY NATIONAL FINANCIAL INC /DE/ CENTRAL INDEX KEY: 0000809398 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 860498599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 17911 VON KARMAN AVE STREET 2: STE 300 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9496225000 MAIL ADDRESS: STREET 1: MLISS JONES KANE STREET 2: 17911 VON KARMAN AVE STE 300 CITY: IRVINE STATE: CA ZIP: 92614 SC 13D/A 1 a75207asc13da.txt SCHEDULE 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 FIDELITY NATIONAL INFORMATION SOLUTIONS, INC. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Securities) 928365-20-4 (CUSIP Number) ALAN L. STINSON EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER FIDELITY NATIONAL FINANCIAL, INC. 17911 VON KARMAN AVENUE, SUITE 300 IRVINE, CALIFORNIA 92614 (949) 622-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPIES TO: C. CRAIG CARLSON, ESQ. STRADLING YOCCA CARLSON & RAUTH 660 NEWPORT CENTER DRIVE, SUITE, 1600 NEWPORT BEACH, CA 92660 TELEPHONE: (949) 725-4000 AUGUST 1, 2001 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), Section 240.13d-1(f) or Section 240.13d-1(g), check the following box [ ]. 2 SCHEDULE 13D - ------------------------- ----------------- CUSIP NO. 928365-20-4 PAGE 2 OF 8 PAGES - ------------------------- ----------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Fidelity National Financial, Inc. 86-0498599; Chicago Title & Trust Company 36-0906930 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 18,003,869 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING -0- PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 18,003,869 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Fidelity National Financial - 6,300,068 shares; Chicago Title & Trust - 11,703,801 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 80% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO ================================================================================ 2 3 Fidelity National Financial, Inc., a Delaware corporation ("Fidelity"), and Chicago Title and Trust Company, an Illinois corporation ("Chicago Title"), pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, hereby file this Amendment No. 1 to Schedule 13D (the "Statement") which amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on February 23, 2001 with respect to the shares of Common Stock, par value $0.001 per share (the "FNIS Common Stock") of Fidelity National Information Solutions, Inc., a Delaware corporation ("FNIS"), formerly Vista Information Solutions, Inc. Fidelity and Chicago Title are collectively referred to herein as the "Reporting Persons." ITEM 1. SECURITY AND ISSUER. This Statement relates to the Common Stock, par value $0.001 per share, of FNIS. FNIS's principal executive offices are located at 4050 Calle Real, Suite 200, Santa Barbara, California 93110. ITEM 2. IDENTITY AND BACKGROUND. Fidelity National Financial, Inc. is a Delaware corporation with its principal business and principal executive offices located at 17911 Von Karman Avenue, Suite 300, Irvine, California 92614. Fidelity is a holding company whose subsidiaries are engaged in the business of issuing title insurance policies and performing other title and real estate-related services. Chicago Title and Trust Company is an Illinois corporation and a wholly-owned subsidiary of Fidelity with its principal business and principal executive offices located at 171 N. Clark Street, Chicago, Illinois 60601. Chicago Title is engaged in the business of issuing title insurance policies and performing other title and real estate-related services. Information regarding the directors, executive officers and controlling persons of Fidelity is set forth on Schedule I attached hereto, which schedule is hereby incorporated by reference. Information regarding the directors, executive officers and controlling persons of Chicago Title is set forth on Schedule II attached hereto, which schedule is hereby incorporated by reference. During the last five years, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any person named in Schedule I or Schedule II attached hereto, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administration body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. As of August 1, 2001, Fidelity directly beneficially owned 6,300,068 shares of FNIS Common Stock. 5,507,671 shares were acquired in connection with the transactions undertaken pursuant to that certain Agreement and Plan of Reorganization and Merger, dated as of April 12, 2001 (the "Merger Agreement"), by and among Fidelity, Chicago Title, and FNIS. The Merger Agreement closed on August 1, 2001. As consideration for these shares, Fidelity merged International Data Management Corporation, a California corporation ("IDM") and wholly-owned subsidiary of Fidelity with a newly-formed merger subsidiary of FNIS and transferred 80% of the 3 4 issued and outstanding shares of capital stock of Fidelity National Tax Service, Inc., a California corporation ("FNTS"), which was held by Fidelity, to FNIS. These transactions were completed on August 1, 2001. The remaining 792,397 shares held directly by Fidelity were acquired on February 15, 2001 in connection with (i) the purchase of a secured convertible note (the "Note"), now convertible into 656,682 shares of FNIS Common Stock at the election of Fidelity, and (ii) the direct purchase of 135,715 shares of FNIS Common Stock (the "Moore Shares"), from Moore North America, Inc., a Delaware corporation. These transactions were reported on the Schedule 13D filed by Fidelity on February 23, 2001. Shares figures in this Form 13D/A reflect the 1 for 7 reverse stock split of FNIS Common Stock which occurred on August 1, 2001 in conjunction with the closing of the Mergers (as defined below). An additional 11,703,801 shares of FNIS Common Stock are beneficially owned by both the Reporting Persons as a consequence of being directly beneficially owned by Chicago Title. These shares were acquired in connection with the transactions undertaken pursuant to Merger Agreement. As consideration for these shares, Chicago Title merged the following companies with newly formed merger subsidiaries of FNIS: i) Market Intelligence, Inc., a Massachusetts corporation ("MII"), a wholly-owned subsidiary of Chicago Title; ii) Fidelity National Credit Service, Inc., a New York corporation ("FNCS"), a wholly-owned subsidiary of Chicago Title; and (iii) Fidelity National Flood Services, Inc., a Delaware corporation ("Flood Co."), a wholly-owned subsidiary of Chicago Title. ITEM 4. PURPOSE OF TRANSACTION. The purpose of the acquisition of the FNIS Common Shares by the Reporting Persons was to effect a transaction by which Fidelity would obtain ultimate beneficial ownership and control of approximately 80% of the outstanding Common Stock of FNIS. The February 15, 2001 acquisition of the Moore Shares was undertaken in contemplation of the transactions to be effected by the Merger Agreement. On April 12, 2001, Fidelity, Chicago Title and FNIS entered into the Merger Agreement and various agreements related thereto. Pursuant to the Merger Agreement, FNIS formed four wholly-owned subsidiaries which were merged with IDM, MII, FNCS and Flood Co. (the "Mergers"). As a result of the Mergers, each of IDM, MII, FNCS and Flood Co. became a wholly-owned subsidiary of FNIS. Further, Fidelity transferred 80% of the issued and outstanding shares of capital stock of FNTS to FNIS (the "Share Exchange"). Contemporaneous with the Mergers, Fidelity was issued FNIS Common Stock equal to 80% of the issued and outstanding FNIS capital stock. The description of the Merger Agreement contained herein is not intended to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement. Pursuant to the Merger Agreement, FNIS also (i) instituted a 1-for-7 reverse stock split; (ii) converted its Series A, Series A-1 and Series A-2 Preferred Stock into Common Stock; (iii) retired its Series R Preferred Stock; (iv) increased its authorized shares of Common Stock from 70 million shares to 200 million shares; (v) changed FNIS's board of directors from a staggered board with directors serving a three-year term to a board in which all directors are elected annually; (vi) changed Vista's name to Fidelity National Information Solutions, Inc.; (vii) reduced the authorized number of directors on FNIS's board of directors from eight to seven directors; (viii) required four existing directors, Robert Boscamp, Thomas R. Gay, Patrick A. Rivelli and Jay D. Seid to resign; and (viii) 4 5 appointed to the board of directors five new directors, Willie D. Davis, William P. Foley, Bradley Inman, Patrick F. Stone, and Cary Thompson. Fidelity intends to contribute to FNIS the stock of Risco, Inc., a Kansas corporation acquired by Fidelity in June 2001 and the assets of ReeZ.com, Inc., a Delaware corporation acquired by Fidelity in June, 2001. Fidelity and FNIS are currently negotiating the terms and structure of such transactions. Except as set forth in this Item 4, neither of the Reporting Persons have any plans or proposals that relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of this Schedule 13D/A. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. As of the close of business on August 1, 2001, after giving effect to the transactions described above, Fidelity was the beneficial owner of 6,300,068 shares of FNIS Common Stock, which constitutes 28% of the issued and outstanding FNIS Common Stock, and Chicago Title was the beneficial owner of 11,703,801 shares of Vista Common Stock, which represents approximately 52% of the issued and outstanding FNIS Common Stock (these percentages are based on 22,504,836 shares of FNIS Common Stock outstanding on an as-converted basis as of August 1, 2001). Fidelity has the sole power to vote, direct the voting of, and dispose of or direct the disposition of 18,003,869 of the shares of FNIS Common Stock beneficially owned by it. Except for the transactions set forth above, neither of the Reporting Persons has effected any transaction in FNIS Common Stock during the past sixty (60) days. Except as described above, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons referred to in Schedule I or Schedule II attached hereto, beneficially own any shares of FNIS Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The descriptions of agreements in this Item 6 are qualified in their entirety by reference to the full text of the referenced agreements set forth as exhibits to this Schedule 13D/A. On April 12, 2001, Fidelity and Chicago Title entered into the Merger Agreement pursuant to which the Reporting Persons and FNIS effected the Mergers and the Share Exchange. In consideration for the Mergers and the Share Exchange, FNIS issued to Chicago Title 11,703,801 shares of FNIS Common Stock and issued to Fidelity 5,507,671 shares of FNIS Common Stock. Collectively, these shares constitute approximately 77% of the outstanding capital stock of FNIS, exclusive of options, warrants, convertible debt and Series F Preferred Stock. In connection with the Merger Agreement, the following agreements were executed. Fidelity entered into that certain Agreement for the Purchase and Sale of Preferred Stock dated February 9, 2001 with FNIS and Finova Capital Corporation pursuant to which Fidelity purchased 2,500 shares of the outstanding Series F Convertible Preferred Stock of FNIS from Finova 5 6 and each of FNIS and Finova released the other from claims and liabilities they might have against the other. Fidelity entered into that certain Agreement for Purchase and Sale of Securities with Moore dated February 15, 2001, pursuant to which (i) Fidelity purchased 950,000 shares of FNIS Common Stock and the Moore Note (as defined below) from Moore North America, Inc., a Delaware corporation ("Moore"), (ii) Fidelity agreed to make retention bonus payments to certain FNIS employees, (iii) Moore agreed to make a general release of claims in favor of FNIS, and (iv) Moore assigned to Fidelity its rights and obligations pursuant to certain agreements. On February 15, 2001, Fidelity acquired that certain Amended and Restated Secured Convertible Note, dated May 3, 2000 (the "Moore Note"), first issued to Moore, jointly and severally by FNIS and VISTA DMS, Inc., a Delaware corporation and a wholly-owned subsidiary of FNIS, in the original principal amount of $18,700,000 which note is currently convertible into approximately 656,682 shares of FNIS Common Stock. Fidelity entered into that certain Agreement Regarding Moore Note dated April 12, 2001, pursuant to which certain terms of the Moore Note were amended, contingent upon the closing of the Mergers. Fidelity and Chicago Title entered into that certain Irrevocable Stockholder Voting Agreement on April 12, 2001 with FNIS and the holders of FNIS Preferred Stock pursuant to which Fidelity and Chicago Title would vote their shares of FNIS capital stock for the election of two (2) individuals designated by the holders of FNIS Series F Preferred Stock (the "Preferred Directors") and to take such actions as necessary to effectuate the continuous and uninterrupted tenure of such Preferred Directors as members of the FNIS Board of Directors for two years. Fidelity and FNIS entered into that certain Agreement Regarding PNC Debt dated as of August 1, 2001 (the "PNC Agreement") to retire the debt outstanding pursuant to the $10 million senior, secured credit facility that FNIS maintained with PNC Bank, National Association, a national banking association ("PNC Bank"). FNIS issued to Fidelity, as consideration for the retirement of debt under the PNC Agreement, a Promissory Note dated August 1, 2001 in the principal amount of $7,543,484.83 (the "Note") which Note bears interest at a variable rate per year equal to the commercial lending rate of PNC Bank, plus one percent (1.0%). Prior to the consummation of the Mergers, each director of FNIS holding shares of FNIS capital stock, and each affiliate of these directors, executed a lock-up agreement, pursuant to which such directors and affiliates agreed that so long as such director or affiliate continues to serve, or have a representative on, the FNIS Board of Directors, and if requested by FNIS in connection with the initial public offering of FNIS securities subsequent to the Mergers (subject to certain exceptions), they will not sell their FNIS Common Stock for a period of not more than 180 days. Except as described herein, neither Fidelity nor any other person referred to in Schedule I attached hereto, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Vista, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies. 6 7 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 99.1 Agreement and Plan of Reorganization and Merger, dated as of April 12, 2001, by and among Fidelity National Financial, Inc., Chicago Title and Trust Company, and Vista Information Solutions, Inc. (incorporated by reference to the DEF Schedule 14A filed by Vista Information Solutions, Inc., on June 29, 2001, file no. 000-20312). 99.2 Agreement for Purchase and Sale of Preferred Stock dated February 9, 2001, by and among Fidelity National Financial, Inc., Finova Capital Corporation, and Fidelity National Information Solutions, Inc. 99.3 Agreement for Purchase and Sale of Securities, dated February 15, 2001, by and between Fidelity National Financial, Inc. and Moore North America, Inc. 99.4 Secured Convertible Note, dated December 17, 1999, issued to Moore North America, Inc., and transferred to Fidelity National Financial, Inc., on February 15, 2001 (incorporated by reference to the Schedule 13D filed by Fidelity on February 23, 2001, file no. 005-45213). 99.5 Agreement Regarding Moore Note, dated April 12, 2001, between Fidelity National Financial, Fidelity National Information Solutions, Inc., and Vista DMS, Inc.* 99.6 Irrevocable Stockholder Voting Agreement dated April 12, 2001, by and among Fidelity National Information Solutions, Inc., a Delaware corporation, the holders of shares of FNIS Preferred Stock, Chicago Title and Trust Company, and Fidelity National Financial, Inc. 99.7 Agreement Regarding PNC Debt, dated as of August 1, 2001, by and between Fidelity National Financial, Inc., a Delaware corporation, and Fidelity National Information Solutions, Inc. (incorporated by reference to the Current Report on Form 8-K filed by FNIS on August 9, 2001, file no. 000-20312). 99.8 Promissory Note issued August 1, 2001 by Fidelity National Information Solutions, Inc. to Fidelity National Financial, Inc. (incorporated by reference to the Current Report on Form 8-K filed by FNIS on August 9, 2001, file no. 000-20312). 99.9 Joint Filing Agreement, dated as of August 16, 2001, by and between Fidelity National Financial, Inc., and Chicago Title and Trust Company.
* Registrant has sought confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, for a portion of the referenced exhibit. 7 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: August 16, 2001 FIDELITY NATIONAL FINANCIAL, INC. By: /s/ Alan L. Stinson ------------------------------------------ Alan L. Stinson, Executive Vice President, Chief Financial Officer CHICAGO TITLE AND TRUST COMPANY By: /s/ Alan L. Stinson ------------------------------------------------ Alan L. Stinson, Chief Financial Officer 8 9 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF FIDELITY The names, present principal occupations and business addresses of the directors and executive officers of Fidelity National Financial, Inc. ("Fidelity"), are set forth below. If no address is given, the director's or executive officer's business address is that of Fidelity. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Fidelity. Each of the named individuals is a citizen of the United States. Directors and Officers of Fidelity: William P. Foley, II Chairman of the Board and Chief Executive Officer Frank P. Willey Vice Chairman of the Board John J. Burns, Jr. Director John F. Farrell, Jr. Director Philip G. Heasley Director William A. Imparato Director Donald M. Koll Director Daniel D. (Ron) Lane Director General William Lyon Director J. Thomas Talbot Director Cary H. Thompson Director Richard P. Toft Director Patrick F. Stone President and Chief Operating Officer Alan L. Stinson Executive Vice President, Chief Financial Officer Peter T. Sadowski Executive Vice President, General Counsel Marlan Walker Executive Vice President - Legal 10 SCHEDULE II DIRECTORS AND EXECUTIVE OFFICERS OF CHICAGO TITLE The names, present principal occupations and business addresses of the directors and executive officers of Chicago Title and Trust Company ("Chicago Title"), are set forth below. If no address is given, the director's or executive officer's business address is that of Chicago Title. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Chicago Title. Each of the named individuals is a citizen of the United States. Directors and Officers of Chicago Title: Christopher Abbinante Director Joseph C. Bonita Director H. Stat Geer Director Alan Stinson Director and Chief Financial Officer Patrick Stone Director and President Persons Controlling Chicago Title: Fidelity National Financial, Inc., a Delaware corporation. See body text of Form 13D/A to which this Schedule II is attached for information regarding Fidelity. Directors and Officers of Persons Controlling Chicago Title. See Schedule I of Form 13D/A. 11 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION -------------- ----------- 99.1 Agreement and Plan of Reorganization and Merger, dated as of April 12, 2001, by and among Fidelity National Financial, Inc., Chicago Title and Trust Company, and Vista Information Solutions, Inc. (incorporated by reference to the DEF Schedule 14A filed by Vista Information Solutions, Inc., on June 29, 2001, file no. 000-20312). 99.2 Agreement for Purchase and Sale of Preferred Stock dated February 9, 2001, by and among Fidelity National Financial, Inc., Finova Capital Corporation, and Fidelity National Information Solutions, Inc. 99.3 Agreement for Purchase and Sale of Securities, dated February 15, 2001, by and between Fidelity National Financial, Inc. and Moore North America, Inc. 99.4 Secured Convertible Note, dated December 17, 1999, issued to Moore North America, Inc., and transferred to Fidelity National Financial, Inc., on February 15, 2001 (incorporated by reference to the Schedule 13D filed by Fidelity on February 23, 2001, file no. 005-45213). 99.5 Agreement Regarding Moore Note, dated April 12, 2001, between Fidelity National Financial, Fidelity National Information Solutions, Inc., and Vista DMS, Inc.* 99.6 Irrevocable Stockholder Voting Agreement dated April 12, 2001, by and among Fidelity National Information Solutions, Inc., a Delaware corporation, the holders of shares of FNIS Preferred Stock, Chicago Title and Trust Company, and Fidelity National Financial, Inc. 99.7 Agreement Regarding PNC Debt, dated as of August 1, 2001, by and between Fidelity National Financial, Inc., a Delaware corporation, and Fidelity National Information Solutions, Inc. (incorporated by reference to the Current Report on Form 8-K filed by FNIS on August 9, 2001, file no. 000-20312). 99.8 Promissory Note issued August 1, 2001 by Fidelity National Information Solutions, Inc. to Fidelity National Financial, Inc. (incorporated by reference to the Current Report on Form 8-K filed by FNIS on August 9, 2001, file no. 000-20312). 99.9 Joint Filing Agreement, dated as of August 16, 2001, by and between Fidelity National Financial, Inc., and Chicago Title and Trust Company.
* Registrant has sought confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, for a portion of the referenced exhibit. EX-99.2 3 a75207aex99-2.txt EXHIBIT 99.2 1 EXHIBIT 99.2 AGREEMENT FOR PURCHASE AND SALE OF PREFERRED STOCK THIS AGREEMENT FOR PURCHASE AND SALE OF PREFERRED STOCK (the "Agreement") is entered into as of February 9, 2001, by and among FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation ("Fidelity"); FINOVA CAPITAL CORPORATION, a Delaware corporation (the "Seller"), and VISTA INFORMATION SOLUTIONS, INC., a Delaware corporation (the "Company"). A. Seller is the sole owner of Two Thousand Five Hundred (2,500) shares (the "Shares") of the outstanding Series F Convertible Preferred Stock, par value $0.001 (the "Series F Preferred") of the Company. B. Fidelity has entered into a letter of intent to enter into a transaction with the Company whereby Fidelity will contribute certain of its subsidiaries to the Company in return for a majority equity interest in the Company (the "Transaction"). C. In order to facilitate the Transaction, Fidelity, Seller and the Company desire by this Agreement to provide for (i) Seller to sell, and Fidelity to purchase, all of Seller's right, title and interest in and to the Series F Preferred Shares; (ii) Seller to release the Company from liability for certain matters, and (iii) the Company to release Seller from liability for certain matters, all as more particularly specified in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, conditions and provisions set forth in this Agreement, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), Fidelity, Seller and the Company agree as follows. 1. PURCHASE AND SALE OF PREFERRED SHARES. 1.1 SALE AND PURCHASE. Seller shall sell to Fidelity, and Fidelity shall purchase from Seller, all of the Shares. 1.2 PURCHASE PRICE. The total purchase price (the "Purchase Price") for the Shares and the release described in Section 2.1 below shall be One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). 1.3 PAYMENT OF PURCHASE PRICE. The Purchase Price shall be paid by Fidelity to Seller at the Closing (as defined below in Section 4) in cash or other immediately available funds in such manner as Seller shall reasonably direct. 2. RELEASE OF CLAIMS BY SELLER. 2.1 RELEASE. Effective as of the Closing, Seller hereby fully and irrevocably releases, acquits and discharges the Company, as well as the officers, directors, employees, agents, administrators, and any parent, subsidiary or affiliated entity, past, present or future of Company (excluding, to the extent applicable, the obligations of Fidelity under this Agreement) (collectively, "Company Entities"), from any and all liabilities, damages, obligations, rights, actions, claims, 2 defenses, and causes of action, whether known or unknown, existing or potential, which Seller had, now has, or may hereafter claim to have against any of the Company Entities that arise out of or in any way relate to the Company and the business of the Company, including without limitation any claim to or for property (whether tangible or intangible) of Company, and/or any matters relating to the Shares or Seller's other relationships (if any) with the Company (collectively, the "Claims"). The releases contained in the preceding sentence cover Claims of which Seller does not know or may not suspect to exist in Seller's favor at the time of executing this Agreement which, if known, might have affected the settlement covered by this Agreement. Seller expressly waives all rights and benefits that it may have under California Civil Code Section 1542 or any other statute or common law principle of similar effect. Section 1542 provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Notwithstanding the foregoing, the present and future rights of Seller as a common shareholder of the Company are not impaired by this Agreement. 3. RELEASE OF CLAIMS BY THE COMPANY. 3.1 RELEASE. Effective as of the Closing, the Company hereby fully and irrevocably releases, acquits and discharges the Seller, as well as the officers, directors, employees, agents, administrators, and any parent, subsidiary or affiliated entity, past, present or future of the Seller (excluding, to the extent applicable, the obligations of Seller under this Agreement) (collectively, "Seller Entities"), from any and all liabilities, damages, obligations, rights, actions, claims, defenses, and causes of action, whether known or unknown, existing or potential, which the Company had, now has, or may hereafter claim to have against any of the Seller Entities that arise out of or in any way relate to the Company and the business of the Company, including without limitation any claim to or for property (whether tangible or intangible) of Seller, and/or any matters relating to the Shares or Seller's other relationships (if any) with Seller (collectively, the "Claims"). The releases contained in the preceding sentence cover Claims of which the Company does not know or may not suspect to exist in the Company's favor at the time of executing this Agreement which, if known, might have affected the settlement covered by this Agreement. The Company expressly waives all rights and benefits that it may have under California Civil Code Section 1542 or any other statute or common law principle of similar effect. Section 1542 provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." 4. CLOSING. 4.1 TIME AND PLACE OF CLOSING. The closing of the purchase and sale of the Shares (the "Closing") shall take place at the offices of Stradling Yocca Carlson & Rauth, 660 Newport Center Drive, Suite 1600, Newport Beach, California 92660 at approximately 10:00 AM 3 (Pacific Time) on the date of the execution and delivery by Fidelity and the Company of the definitive Transaction agreement; provided, however, that, at Fidelity's sole option, the Closing may occur at such earlier date as Fidelity desires upon one business day's written notice to Seller. Seller may, at its election, terminate this Agreement by written notice to Fidelity and the Company if the Closing does not occur on or before March 15, 2001. 4.2 FIDELITY DELIVERIES. At the Closing, Fidelity shall deliver to Seller (fully executed, completed and acknowledged if necessary) the following: 4.2.1 the Purchase Price; and 4.2.2 all other documents required by this Agreement to be delivered by Fidelity to Seller. 4.3 SELLER DELIVERIES. At the Closing, Seller shall deliver to Fidelity (fully executed, completed and acknowledged if necessary) the following: 4.3.1 all materials necessary to sell, transfer, convey and return the Shares to Fidelity, including all stock certificates evidencing the Shares endorsed or accompanied by documents of assignment, all free and clear of all encumbrances, claims or liens of any kind; and 4.3.2 all other documents required by this Agreement to be delivered by Seller to Fidelity. 5. REPRESENTATIONS AND WARRANTIES. 5.1 BY FIDELITY. As a material inducement for Seller's entry into and consummation of this Agreement, Fidelity represents and warrants to Seller that the facts set forth in this Section 5.1 are true and correct as of the date of this Agreement and shall be true and correct as of the Closing. 5.1.1 Fidelity is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 5.1.2 (i) Fidelity has the full right and authority to enter into and perform this Agreement; (ii) Fidelity is authorized to execute this Agreement; (iii) the execution, consent or acknowledgement of no other party is necessary in order to validate Fidelity's entry into and performance of this Agreement; (iv) Fidelity's entry into and performance of this Agreement do not violate any agreement, contract or other arrangement binding on Fidelity; and (v) this Agreement is a legal, valid, binding and enforceable obligation of Fidelity. 5.1.3 In purchasing the Shares, Fidelity is not relying upon any representation or warranty whatsoever by Seller other than those expressly set forth in this Agreement. Fidelity has performed such diligence as it deems appropriate with respect to the terms and conditions of the Shares and the business and prospects of the Company. 5.1.4 Fidelity is aware that the Shares have not been registered under the Securities Act of 1933, as amended, or any state securities laws and, accordingly, will be "restricted 4 securities" which cannot be resold unless they are registered under the Securities Act of 1933, as amended, and any other applicable securities laws, unless exemptions from such laws are available and the exemptions are established through procedures satisfactory to the Company. 5.1.5 Fidelity is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Upon Fidelity's acquisition of the Shares, no other person will be a beneficial owner thereof. 5.1.6 Fidelity is an "accredited investor," as such term is defined in Rule 501(a) issued by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended. 5.2 BY SELLER. As a material inducement for the entry into and consummation of this Agreement by Fidelity, Seller represents and warrants to Fidelity that the facts set forth in this Section 5.2 are true and correct as of the date of this Agreement, and shall be true and correct as of the Closing. 5.2.1 Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 5.2.2 (i) Seller has the full right and authority to enter into and perform this Agreement; (ii) Seller is authorized to execute this Agreement; (iii) the execution, consent or acknowledgement of no other party is necessary in order to validate Seller's entry into and performance of this Agreement; (iv) Seller's entry into and performance of this Agreement do not violate any agreement, contract or other arrangement binding on Seller; and (v) this Agreement is a legal, valid, binding and enforceable obligation of Seller. 5.2.3 (i) Seller is the sole owner and has good and valid title to all of the Shares, free and clear of all encumbrances, claims, or liens of any type; and (ii) all of the Shares are fully paid for. Other than the rights, preferences and privileges represented by the Shares with respect to the Company and the ownership of common stock of the Company, as of the date hereof the Seller is owed no other obligations by the Company nor has any other material interest in the Company. 6. GENERAL PROVISIONS. 6.1 FURTHER ASSURANCES. Each of the parties to this Agreement shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all things and acts reasonably necessary in connection with the performance of their obligations under this Agreement and to carry out the intent and agreements of the parties to this Agreement. 6.2 BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. 5 6.3 GOVERNING LAW. This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced and governed under the laws of the State of California. Venue for any disputes shall be in the applicable court in Orange County, California. 6.4 INTERPRETATION. Each party (and each such party's counsel if such party so desired) has reviewed and revised this Agreement and any rule of contract interpretation to the effect that ambiguities or uncertainties are to be interpreted against the drafting party or the party who caused it to exist shall not be employed in the interpretation of this Agreement or any document executed in connection herewith. 6.5 COST RECOVERY. In any action or proceeding involving Fidelity and Seller arising out of or otherwise in connection with this Agreement, the prevailing party shall recover from the other party, in addition to any damages, injunctive or other relief; all costs (whether or not allowable as "cost" items by law) reasonably incurred at, before and after trial or on appeal, or in any arbitration or bankruptcy proceeding, including without limitation attorneys' fees, deposition costs, copying charges and other expenses. 6.6 NO WAIVER. A waiver by any party to this Agreement of a default by any other party or a waiver of any right under this Agreement shall be effective only if it is in a writing signed by the waiving party and shall not be construed as a waiver of any other default or right, whether similar or dissimilar. 6.7 COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which shall constitute one instrument. 6.8 HEADINGS. Section headings are for reference purposes only and do not affect this Agreement. 6.9 ADDITIONAL BENEFICIARIES; JOINDER OF THE COMPANY. No parties other than Fidelity, the Company (solely with respect to the release granted in Section 2 above), and Seller and their successors and assigns shall have any rights or remedies under or by reason of this Agreement. The Company joins in the execution hereof only to issue the release set forth in Section 3 hereof, which is an additional inducement for Seller to enter into this Agreement. 6.10 ENTIRE AGREEMENT; BINDING EFFECT; AMENDMENTS. This Agreement: (i) is intended by the parties hereto as the final expression and the complete and exclusive statement of their agreement with respect to the terms included in this Agreement and any prior or contemporaneous agreements or understandings, oral or written, which may contradict, explain or supplement these terms shall not be admissible or effective for any purpose; (ii) shall be binding upon and inure to the benefit of such parties and their permitted successors-in-interest; and (iii) may not be amended or modified except through a writing signed by the parties hereto which expressly states that it amends this Agreement. 6 IN WITNESS WHEREOF, Fidelity and Seller have executed this Agreement as of the date first set forth above. "FIDELITY" "SELLER" FIDELITY NATIONAL FINANCIAL, INC. FINOVA CAPITAL CORPORATION, a Delaware corporation a Delaware corporation By: By: -------------------------------- -------------------------------- Name: Name: ------------------------------ ------------------------------ Title: Title: ----------------------------- ----------------------------- "COMPANY" VISTA INFORMATION SOLUTIONS, INC. a Delaware corporation By: -------------------------------- Name: ------------------------------ Title: ----------------------------- EX-99.3 4 a75207aex99-3.txt EXHIBIT 99.3 1 EXHIBIT 99.3 AGREEMENT FOR PURCHASE AND SALE OF SECURITIES THIS AGREEMENT FOR PURCHASE AND SALE OF SECURITIES (the "Agreement") is entered into as of February 15, 2001, by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation ("Fidelity"), and MOORE NORTH AMERICA, INC., a Delaware corporation (the "Seller"). A. Seller is the sole owner of Nine Hundred Fifty Thousand (950,000) shares (the "Shares") of the outstanding Common Stock, par value $0.001 (the "Common Stock") of Vista Information Systems, Inc., a Delaware corporation (the "Company"). B. Seller is the holder of that certain Amended and Restated Secured Convertible Note, dated May 3, 2000 (the "Note"), issued to the Seller jointly and severally by the Company and Vista DMS, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, in the original principal amount of Eighteen Million Seven Hundred Thousand Dollars ($18,700,000). C. Seller is obligated to make [*] in an aggregate amount equal to [*] (such obligation, the "[*]") pursuant to that certain [*], dated as of August 14, 2000 (the "[*]"), by and among the Seller and, inter alia, [*]. D. Seller and the Company have entered into various real property leases and related agreements providing for, inter alia, lease payments to be made or allocated between the Company and the Seller, and guaranties or similar contingent lease payment obligations by the Seller on behalf of the Company, in either case terminating on August 31, 2003 (collectively, the "Lease Obligations"). E. Fidelity has entered into a letter of intent to enter into a transaction with the Company whereby Fidelity will contribute certain of its subsidiaries to the Company in return for a majority equity interest in the Company (the "Transaction"). F. In order to facilitate the Transaction, Fidelity and Seller desire by this Agreement to provide for (i) Seller to sell, and Fidelity to purchase, all of Seller's right, title and interest in and to the Shares and the Note; (ii) Fidelity to assume the Bonus Payment Obligation; and (iii) Seller to release the Company from liability for certain matters, all as more particularly specified in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, conditions and provisions set forth in this Agreement, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), Fidelity and Seller agree as follows. * Portions omitted pursuant to request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 2 1. PURCHASE AND SALE OF SECURITIES. 1.1 SALE AND PURCHASE OF SECURITIES. At the Closing, Seller shall sell to Fidelity, and Fidelity shall purchase from Seller, all of Seller's Shares and the Note (collectively, the "Securities"). 1.2 ASSUMPTION OF BONUS PAYMENT OBLIGATION. Effective as of the Closing, Seller assigns to Fidelity, and Fidelity assumes from the Seller, the Bonus Payment Obligation. 1.3 PURCHASE PRICE. The total purchase price (the "Purchase Price") for the Securities, the assumption of the Bonus Payment Obligation and the release described in Section 2.1 below shall be Ten Million Dollars ($10,000,000). 1.4 PAYMENT OF PURCHASE PRICE. The Purchase Price shall be paid by Fidelity to Seller at the Closing (as defined below in Section 3) in cash or other immediately available funds in such manner as Seller shall reasonably direct. 1.5 ASSIGNMENT OF CERTAIN RIGHTS. Effective upon, and only in the event of the Closing, Seller assigns and transfers to Fidelity all of its right, title and interest in and to that certain (i) Registration Rights Agreement dated as of July 28, 1999, by and between Seller and the Company (the "Registration Rights Agreement"), (ii) Security Agreement, dated as of December 17, 1999, by and between the Company and certain of its subsidiaries in favor of Seller and its parent Moore Corporation Limited ("MCL") (the "Security Agreement"), and (iii) Pledge Agreement, dated as of December 17, 1999, by and between the Company and certain of its subsidiaries in favor of Seller and MCL (collectively, the "Related Agreements"). Effective upon such assignment, Fidelity assumes all obligations arising under the Related Agreements. 1.6 FOLLOWING CLOSING. Moore shall promptly cooperate with Fidelity to assign all financing statements related to the Security Agreement to Fidelity. 2. RELEASE OF CLAIMS BY SELLER; LEASE OBLIGATIONS. 2.1 RELEASE. Effective as of the Closing, and subject to Section 2.2 below, Seller hereby fully and irrevocably releases, acquits and discharges the Company, as well as the officers, directors, employees, agents, administrators, and any parent, subsidiary or affiliated entity, past, present or future of Company (excluding the obligations of the Company under the Note to the holder thereof and, to the extent applicable, the obligations of Fidelity under this Agreement) (collectively, "Company Entities"), from any and all liabilities, damages, obligations, rights, actions, claims, defenses, and causes of action, whether known or unknown, existing or potential, which Seller had, now has, or may hereafter claim to have against any of the Company Entities that arise out of or in any way relate to Company and the business of Company, including without limitation any claim to or for property (whether tangible or intangible) of Company, and/or any matters relating to the Shares or Seller's other relationships (if any) with Company (collectively, the "Claims"). The releases contained in the preceding sentence cover Claims of which Seller does not know or may not suspect to exist in Seller's favor at the time of executing this Agreement which, if known, might have affected the settlement covered by this Agreement. Seller expressly waives all rights and benefits * Portions omitted pursuant to request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 3 that it may have under California Civil Code Section 1542 or any other statute or common law principle of similar effect. Section 1542 provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." 2.2 LEASE OBLIGATIONS. Notwithstanding anything in this Agreement to the contrary, (a) the Claims being released by the Seller pursuant to Section 2.1 above do not include obligations of the Company to the Seller under the Lease Obligations; and (b) Fidelity is not assuming the rights or obligations of any party under the Lease Obligations. 3. CLOSING. 3.1 TIME AND PLACE OF CLOSING. The closing of the purchase and sale of the Shares and the Note and the assumption of the Bonus Payment Obligations (the "Closing") shall take place at the offices of Stradling Yocca Carlson & Rauth, 660 Newport Center Drive, Suite 1600, Newport Beach, California 92660 at approximately 10:00 AM (Pacific Time) on February 15, 2001, or at such other time and place as Company and Seller may agree in writing. 3.2 FIDELITY DELIVERIES. At the Closing, Fidelity shall deliver to Seller (fully executed, completed and acknowledged if necessary) the following: 3.2.1 the Purchase Price; 3.2.2 all materials necessary to facilitate the sale and transfer of the Note to Fidelity, including, without limitation, documentation reasonably required by the Company to establish that Fidelity meets the investor suitability standards set forth in the Note; 3.2.3 all materials necessary to evidence the assumption by Fidelity of the Bonus Payment Obligations, including, without limitation, the Assumption Agreement attached hereto as Exhibit A; and 3.2.4 all other documents required by this Agreement to be delivered by Fidelity to Seller. 3.3 SELLER DELIVERIES. At the Closing, Seller shall deliver to Fidelity (fully executed, completed and acknowledged if necessary) the following: 3.3.1 all materials necessary to sell, transfer and convey the Shares to Fidelity, including all stock certificates evidencing the Shares endorsed or accompanied by documents of assignment, all free and clear of all encumbrances, claims or liens of any kind; 3.3.2 the original Note, accompanied by all materials necessary to transfer to Fidelity the benefits accruing to the holder of the Note under the security documents and registration rights agreement referenced in Section 1.5 above; * Portions omitted pursuant to request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 4 3.3.3 a true and complete copy of the Settlement Agreement, which shall describe the allocation of the Bonus Payment Obligations among the parties thereto; and 3.3.4 all other documents required by this Agreement to be delivered by Seller to Fidelity. 4. REPRESENTATIONS AND WARRANTIES. 4.1 BY FIDELITY. As a material inducement for Seller's entry into and consummation of this Agreement, Fidelity represents and warrants to Seller that the facts set forth in this Section 4.1 are true and correct as of the date of this Agreement and shall be true and correct as of the Closing. 4.1.1 Fidelity is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 4.1.2 (i) Fidelity has the full right and authority to enter into and perform this Agreement; (ii) Fidelity is authorized to execute this Agreement; (iii) the execution, consent or acknowledgement of no other party is necessary in order to validate Fidelity's entry into and performance of this Agreement; (iv) Fidelity's entry into and performance of this Agreement do not violate any agreement, contract or other arrangement binding on Fidelity; and (v) this Agreement is a legal, valid, binding and enforceable obligation of Fidelity. 4.1.3 ACCESS TO INFORMATION. Fidelity acknowledges that it is entering into this Agreement and the transactions contemplated hereby without reliance on any representations or warranties of Seller or its affiliates, express or implied, except as expressly set forth herein. Fidelity has had the ability to make a full review of the Company. 4.1.4 SUBORDINATION. Fidelity acknowledges the provisions in Section 4.2.3 as to the Subordination Agreement and assumes the Subordination Agreement and agrees to be bound thereby. 4.1.5 INVESTMENT REPRESENTATION. Fidelity is acquiring the Securities for its own account for investment and not with a view to distribution and acknowledges that the Securities are not being registered under the Securities Act or applicable state laws and may have to be held indefinitely unless they are subsequently registered or qualified under such laws. Fidelity has the business and financial experience to protect its own interests in the transaction contemplated hereby. Fidelity is an "Accredited Investor" as defined in Regulation D of the Securities Act of 1933, as amended. Fidelity has provided documentation acceptable to the Company confirming the accuracy of this representation. 4.2 BY SELLER. As a material inducement for the entry into and consummation of this Agreement by Fidelity, Seller represents and warrants to Fidelity that the facts set forth in this Section 4.2 are true and correct as of the date of this Agreement, and shall be true and correct as of the Closing. * Portions omitted pursuant to request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 5 4.2.1 Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 4.2.2 (i) Seller has the full right and authority to enter into and perform this Agreement; (ii) Seller is authorized to execute this Agreement; (iii) the execution, consent or acknowledgement of no other party is necessary in order to validate Seller's entry into and performance of this Agreement; (iv) Seller's entry into and performance of this Agreement do not violate any agreement, contract or other arrangement binding on Seller; and (v) this Agreement is a legal, valid, binding and enforceable obligation of Seller. 4.2.3 (i) Seller is the sole owner and has good and valid title to all of the Shares, free and clear of all encumbrances, claims, or liens of any type; and (ii) all of the Shares are fully paid for. 4.2.4 (i) Seller is the sole owner and has good and valid title to the Note, free and clear of all encumbrances, claims, or liens of any type; (ii) the Note is fully paid for; (iii) the security documents and registration rights agreement referenced in the Note are in full force and effect; and (iv) the outstanding principal balance of the Note is $18,700,000. The Note is subject to that certain Subordination Agreement, dated as of May 3, 2000, among PNC Bank, National Association, the Company and certain of its subsidiaries, Seller and MCL (the "Subordination Agreement"). Under the terms of the Subordination Agreement, Fidelity must expressly assume in writing and agree to be bound by the provisions contained therein. 4.2.5 The total aggregate payments required to be made by Seller pursuant to the Settlement Agreement equal $225,491.50. 4.2.6 Other than the rights, preferences and privileges represented by the Shares with respect to the Company, the obligations of the Company to the holder of the Note described or referenced therein, the Bonus Payment Obligation and the Lease Obligations, and except for obligations and interests arising from service by Seller's affiliates on the Company's Board of Directors, as of the date hereof the Seller is owed no other obligations by the Company nor has any material interest in the Company. 5. GENERAL PROVISIONS. 5.1 FURTHER ASSURANCES. Each of the parties to this Agreement shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all things and acts reasonably necessary in connection with the performance of their obligations under this Agreement and to carry out the intent and agreements of the parties to this Agreement. 5.2 BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. 5.3 GOVERNING LAW. This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced and governed under the laws of the State of California. Venue for any disputes shall be in the applicable court in Orange County, California. * Portions omitted pursuant to request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 6 5.4 INTERPRETATION. Each party (and each such party's counsel if such party so desired) has reviewed and revised this Agreement and any rule of contract interpretation to the effect that ambiguities or uncertainties are to be interpreted against the drafting party or the party who caused it to exist shall not be employed in the interpretation of this Agreement or any document executed in connection herewith. 5.5 COST RECOVERY. In any action or proceeding involving Fidelity and Seller arising out of or otherwise in connection with this Agreement, the prevailing party shall recover from the other party, in addition to any damages, injunctive or other relief; all costs (whether or not allowable as "cost" items by law) reasonably incurred at, before and after trial or on appeal, or in any arbitration or bankruptcy proceeding, including without limitation attorneys' fees, deposition costs, copying charges and other expenses. 5.6 NO WAIVER. A waiver by any party to this Agreement of a default by any other party or a waiver of any right under this Agreement shall be effective only if it is in a writing signed by the waiving party and shall not be construed as a waiver of any other default or right, whether similar or dissimilar. 5.7 COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which shall constitute one instrument. 5.8 HEADINGS. Section headings are for reference purposes only and do not affect this Agreement. 5.9 ADDITIONAL BENEFICIARIES. No parties other than Fidelity, the Company (solely with respect to the release granted in Section 2 above), and Seller and their successors and assigns shall have any rights or remedies under or by reason of this Agreement. 5.10 ENTIRE AGREEMENT; BINDING EFFECT; AMENDMENTS. This Agreement: (i) is intended by the parties hereto as the final expression and the complete and exclusive statement of their agreement with respect to the terms included in this Agreement and any prior or contemporaneous agreements or understandings, oral or written, which may contradict, explain or supplement these terms shall not be admissible or effective for any purpose; (ii) shall be binding upon and inure to the benefit of such parties and their permitted successors-in-interest; and (iii) may not be amended or modified except through a writing signed by the parties hereto which expressly states that it amends this Agreement. 5.11 SPECIFIC PERFORMANCE. Each of the parties acknowledges and agrees that the other party would be damaged irreparably in the event any of the provisions of this Agreement is not performed in accordance with its specific terms or otherwise is breached. Accordingly, each of the parties agrees that the other party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of jurisdiction, in addition to any other remedy to which they may be entitled, at law of in equity. 5.12 EXPENSES, LEGAL FEES. Each party to this Agreement shall pay its own costs and expenses in connection with the transactions contemplated hereby. The prevailing party in any * Portions omitted pursuant to request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 7 dispute shall be entitled to collect reasonable attorneys' fees and expenses from the non-prevailing party. [signature page to follow] * Portions omitted pursuant to request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 8 IN WITNESS WHEREOF, Fidelity and Seller have executed this Agreement as of the date first set forth above. "FIDELITY" "SELLER" FIDELITY NATIONAL FINANCIAL, INC. MOORE NORTH AMERICA, INC. a Delaware corporation a Delaware corporation By: By: -------------------------------- -------------------------------- Name: Name: ------------------------------ ------------------------------ Title: Title: ----------------------------- ----------------------------- * Portions omitted pursuant to request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. EX-99.5 5 a75207aex99-5.txt EXHIBIT 99.5 1 EXHIBIT 99.5 AGREEMENT REGARDING MOORE NOTE April 12, 2001 Reference is made to that certain Amended and Restated Secured Convertible Note, dated May 3, 2000 (the "Moore Note"), issued to Moore North America, Inc., a Delaware corporation ("Moore"), jointly and severally by VISTA Information Solutions, Inc., a Delaware corporation ("Vista"), and VISTA DMS, Inc., a Delaware corporation and a wholly-owned subsidiary of Vista ("DMS" and, collectively with Vista, the "Makers"), in the original principal amount of Eighteen Million Seven Hundred Thousand Dollars ($18,700,000). Capitalized terms used herein without definition shall have the meanings given them in the Moore Note. Recitals A. The Moore Note was acquired by Fidelity National Financial, Inc., a Delaware corporation ("Fidelity"), on February 15, 2001. B. In connection with the execution and delivery of that certain Agreement and Plan of Reorganization and Merger, dated even date herewith (the "Merger Agreement"), by and among Fidelity, Vista and Chicago Title and Trust Company, an Illinois corporation and a wholly-owned subsidiary of Fidelity, Fidelity and the Makers have agreed as follows with respect to the Moore Note. Agreement A. Amendments to Moore Note. Effective upon the closing of the transactions contemplated by the Merger Agreement (the "Closing"), the Moore Note is amended as follows. 1. The last sentence on the first page on the Moore Note, wherein the Maturity Date is defined, is amended and restated in its entirety to read as follows: The entire principal amount outstanding hereunder, all accrued and unpaid interest thereon and any other amounts payable to the Holder in respect of this Convertible Note not theretofore paid shall be paid on the earlier of (i) subject to paragraph 2.4 below, the seventh anniversary of the date hereof (the "Stated Maturity Date") and (ii) acceleration of the maturity of this Convertible Note by the Holder on the occurrence of an Event of Default (defined below) (the earliest of such dates, the "Maturity Date"). 2. The definition of Conversion Price set forth on page two of the Moore Note is amended and restated in its entirety to read as follows: "Conversion Price" shall mean, at the time of any determination thereof (a) if no adjustments have theretofore been made pursuant to the provisions of paragraph 6 hereof, $3.72, and (b) if any one or more such adjustments have been so made, the amount to which the initial Conversion Price as set forth in (a) shall have been so adjusted pursuant to the terms of this Convertible Note. 2 3. The following definitions are added to Section 1.1 of the Moore Note: "Fidelity" means Fidelity National Financial, Inc., a Delaware corporation. "Merger Agreement" means that certain Agreement and Plan of Merger, dated even date herewith, by and among Fidelity, Chicago Title and Trust Company, an Illinois corporation and a wholly-owned subsidiary of Fidelity, and Vista. 4. Section 3.1(i) of the Moore Note is amended and restated in its entirety to read as follows: (A) the Parent shall cease to own 100% of the issued and outstanding capital stock of the Purchaser or the Purchaser shall cease to own 100% of the issued and outstanding capital stock of VISTA Canada, (B) any person or group of persons acting in concert (other than Fidelity and its affiliates) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 20% or more of the outstanding shares of the voting stock of the Parent; (C) the Parent shall be a party to a merger or consolidation, except a merger or consolidation where the stockholders of the Parent prior to such event control a majority of the voting stock of the surviving entity after such event and except for the transactions contemplated by the Merger Agreement; or (D) as of any date a majority of the Board of Directors of the Parent consists of individuals who were not any one of the following (1) directors of the Parent as of the corresponding date of the previous year, (2) selected or nominated to become directors by the Board of Directors of the Parent of which a majority consisted of individuals described in clause (1), (3) selected or nominated to become directors by the Board of Directors of the Parent of which a majority consisted of individuals described in clause (1) and individuals described in clause (2), or (4) appointed in accordance with the Merger Agreement; or Except as expressly amended above, the provisions of the Moore Note shall remain unchanged and in full force and effect. B. Agreements Regarding the Moore Note. 1. Effective the date hereof, compliance by the Parent with the covenant contained in Section 2A.4 of the Moore Note is hereby suspended until the earlier to occur of the date of the Closing and September 30, 2001. Following such date, Parent shall deliver a compliance certificate pursuant to Section 2A.6 of the Moore Note, which compliance certificate shall demonstrate compliance with the covenants contained in Article 2A, as amended hereby and by that certain First Amendment to Revolving Credit and Security Agreement and Limited Consent and 3 Waiver among Vista and its affiliates identified therein and PNC Bank, National Association ("PNC") of even date herewith, as the same may be amended from time to time. 2. Effective as of the date hereof, Fidelity hereby extends the Stated Maturity Date of the Moore Note to July 1, 2002. The Maker hereby acknowledges and agrees that such extension is made in compliance with Section 2.4 of the Moore Note. 3. Effective as of the date hereof, Fidelity hereby agrees that it will not exercise its right to convert a portion of the outstanding principal of this Note into the Common Stock of the Parent pursuant to Section 4(a) of the Moore Note, if at all, until the earliest to occur of (a) the Event of Default described in Section 3.1(i) of the Moore Note; (b) the second anniversary of the date of the Closing; and (c) the date on which the average of the last sale price of Vista's common stock for the trailing 30 trading day period, as reported on the NASDAQ system, equals or exceeds $3.72; provided, however, that, in the event the Merger Agreement is terminated pursuant to Article IX thereof, this provision shall be void and of no further effect as of the effective date of such termination. In witness whereof, the parties hereto have executed this agreement as of the date first written above. FIDELITY NATIONAL FINANCIAL, INC. VISTA INFORMATION SOLUTIONS, INC. By: By: ------------------------------------ -------------------------------- Senior Vice President, Corporate Finance VISTA DMS, INC. By: -------------------------------- EX-99.6 6 a75207aex99-6.txt EXHIBIT 99.6 1 EXHIBIT 99.6 IRREVOCABLE STOCKHOLDER VOTING AGREEMENT THIS IRREVOCABLE STOCKHOLDER VOTING AGREEMENT (this "Agreement") is made as of the 12th day of April, 2001, by and among Vista Information Solutions, Inc., a Delaware corporation ("Vista"), the undersigned holders of shares of Vista's Preferred Stock (the "Holders"), Chicago Title and Trust Company, an Illinois corporation ("Chicago Title"), and Fidelity National Financial, Inc., a Delaware corporation ("Fidelity"). WHEREAS, pursuant to an Agreement and Plan of Reorganization and Merger dated as of April 12th, 2001 by and among Fidelity, Vista and Chicago Title (the "Merger Agreement"), Fidelity and Chicago Title will become shareholders of Vista; and WHEREAS, Fidelity and Chicago Title have required that the Holders convert their shares of Preferred Stock of Vista into shares of Common Stock of Vista as a condition of the Closing under the Merger Agreement; and WHEREAS, as a condition of, and in order to induce the Holders to convert their Preferred Stock, Fidelity and Chicago Title are willing to enter into this Agreement and make the commitments herein; NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, the parties hereto agree as follows: 1. Election of Preferred Directors. (a) For a period of two (2) years after the Effective Time under the Merger Agreement (the "Term"), Fidelity and Chicago Title shall, at all meetings of stockholders of Vista and in all actions by written consent of stockholders of Vista held or taken with respect to the election or removal, or the powers, of members of the Board of Directors of Vista (the "Board"), except as provided in the following sentence: (i) vote or cause to be voted as many of the Subject Shares (as defined below) as is required to elect and maintain the election as members of the Board of those two (2) individuals designated in writing from time to time by the Holders of a majority of the shares of Vista Common Stock held by all Holders (the "Preferred Directors"), (ii) not vote or cause to be voted any of the Subject Shares for the removal of either of the Preferred Directors as members of the Board or otherwise to diminish the powers of the Preferred Directors as members of the Board, and (iii) take such other actions as are necessary to effectuate the continuous and uninterrupted tenure of the Preferred Directors as members of the Board. In the event that the Holders of a majority of the shares of Vista Common Stock held by all Holders notify Fidelity and Chicago Title that one or both of the Preferred Directors are to be removed, with or without cause, and are to be replaced with new designees, Fidelity and Chicago Title shall promptly vote or cause to be voted, by written consent or as such Holders may otherwise specify, as many of the Subject Shares as is required to effect such removal and replacement, consistent with the applicable provisions of Vista's By-Laws. The initial Preferred Directors shall be Richard Freeman and Earl Gallegos. 1 2 (b) For purposes hereof, "Subject Shares" means any and all shares of Vista's capital stock and any other securities of Vista having voting rights beneficially owned or held by Fidelity or Chicago or over which Fidelity or Chicago directly or indirectly has or controls the power to vote. (c) The parties hereby agree that the foregoing agreement shall constitute an exception to the obligation of each Holder under Section 3.2(a)(ii) of the Voting Agreement of even date herewith by and among the parties hereto and certain other stockholders of Vista. 2. Irrevocable Agreement; Amendments; Waivers. As the voting commitments herein are agreed to in order to induce the conversion of the shares of Preferred Stock held by the Holders in order to permit the issuance of shares of Common Stock to Fidelity and Chicago Title and the other transactions contemplated in the Merger Agreement, such commitments are coupled with an interest and may not be revoked or terminated, and no provision hereof shall be waived, during the Term except by a writing signed by Holders holding a majority of the shares of Common or Preferred Stock held by all Holders. 3. Specific Performance. In addition to any other remedy that may be available in the event of any breach of the obligations of Fidelity and Chicago Title hereunder, the Holders shall be entitled to specific performance of such obligations hereunder without the necessity of proving the likelihood of harm or of posting any bond or similar requirement. 4. Notices. All designations and other notices to be given hereunder shall be deemed properly given if in writing and delivered personally or sent by registered or certified mail, return receipt requested, to the addressee at the address set forth below its name on the signature page hereto, or at such other address of which notice has been given. 5. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives and assigns. 6. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware. 7. Entire Agreement. This Agreement constitutes the complete agreement of the parties with respect to the subject matter hereof. 8. Severability. The provisions of this Agreement shall be severable so that the invalidity or unenforceability of any one provision shall not affect any other provision. 9. Counterparts. This Agreement may be executed in one or more counterparts and, if in more than one, each counterpart shall be deemed original and together but one instrument. [The remainder of this page intentionally left blank] 2 3 IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed under seal by their respective authorized signatories as of the date first above written. FIDELITY NATIONAL FINANCIAL, INC. By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- Address: 4050 Calle Real Santa Barbara, CA 93110 CHICAGO TITLE AND TRUST COMPANY By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- Address: 4050 Calle Real Santa Barbara, CA 93110 THE HOLDERS: CENTURY CAPITAL PARTNERS II, L.P. By: CCP Capital II, LLC, its General Partner By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- Address: One Liberty Square Boston, MA 02109 Facsimile: 617-542-9398 HC INVESTMENTS, INC. By: ------------------------------------- Name: Richard H. Brown Its: Assistant Vice-President Address: 824 Market Street, Suite 900 Wilmington, DE 19801 Facsimile: 302-656-4884 3 4 HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN AND C.G. GREFENSTETTE, TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER 18, 1985 By: ------------------------------------------ C.G. Grefenstette, Trustee Address: 1800 Grant Building Pittsburg, PA 15219 Facsimile: 412-338-3696 THOMAS G. BIGLEY AND C.G. GREFENSTETTE, TRUSTEES UNDER AGREEMENT OF TRUST DATED DECEMBER 30, 1976 FOR CHILDREN OF: JULIET LEA HILLMAN SIMONDS By: ------------------------------------------ Thomas G. Bigley, Trustee By: ------------------------------------------ C.G. Grefenstette, Trustee Address: 1800 Grant Building Pittsburgh, PA 15219 Facsimile: 412-338-3696 THOMAS G. BIGLEY AND C.G. GREFENSTETTE, TRUSTEES UNDER AGREEMENT OF TRUST DATED DECEMBER 30, 1976 FOR CHILDREN OF: AUDREY HILLMAN FISHER By: ------------------------------------------ Thomas G. Bigley, Trustee By: ------------------------------------------ C.G. Grefenstette, Trustee Address: 1800 Grant Building Pittsburgh, PA 15219 Facsimile: 412-338-3696 4 5 THOMAS G. BIGLEY AND C.G. GREFENSTETTE, TRUSTEES UNDER AGREEMENT OF TRUST DATED DECEMBER 30, 1976 FOR CHILDREN OF: HENRY LEA HILMAN, JR. By: ------------------------------------------ Thomas G. Bigley, Trustee By: ------------------------------------------ C.G. Grefenstette, Trustee Address: 1800 Grant Building Pittsburgh, PA 15219 Facsimile: 412-338-3696 THOMAS G. BIGLEY AND C.G. GREFENSTETTE, TRUSTEES UNDER AGREEMENT OF TRUST DATED DECEMBER 30, 1976 FOR CHILDREN OF: WILLIAM TALBOT HILMAN By: ------------------------------------------ Thomas G. Bigley, Trustee By: ------------------------------------------ C.G. Grefenstette, Trustee Address: 1800 Grant Building Pittsburgh, PA 15219 Facsimile: 412-338-3696 WESTERN INTERNATIONAL INSURANCE COMPANY By: ------------------------------------------ Name: Andrew J. Swenson Title: Vice President Address: c/o Bankers Insurance Company 360 Central Avenue St. Petersburg, FL 33701 Telephone: 727-823-4000, ext. 4237 5 EX-99.9 7 a75207aex99-9.txt EXHIBIT 99.9 1 EXHIBIT 99.9 JOINT FILING AGREEMENT This Agreement is made as of August 15, 2001 by and among the undersigned stockholders of Fidelity National Information Solutions, Inc., a Delaware corporation ("FNIS"), with reference to the following facts: WHEREAS, the undersigned may be required to file a statement, and amendments thereto, containing the information required by Schedule 13D pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 13d-1 promulgated thereunder, in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Reorganization and Merger, dated as of April 12, 2001, by and among the undersigned and FNIS; and WHEREAS, pursuant to Rule 13d-1(k), the undersigned parties desire to satisfy any Schedule 13D filing obligation by a single joint filing. NOW, THEREFORE, the undersigned hereby agree that any statement on Schedule 13D to which this Agreement is attached, including without limitation an amendment to a Schedule 13D that was filed February 23, 2001 by Fidelity National Financial, Inc., a Delaware corporation ("Fidelity"), in relation to Fidelity's prior acquisition of FNIS's Common Stock, and any amendments to such statement, is adopted and filed on behalf of each of them, that all future amendments to such statement will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, and that the provisions of Rule 13d-1(k) under the Exchange Act apply to each of them. This Agreement may be terminated, with respect to the obligation to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to the other persons signatory hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. FIDELITY NATIONAL FINANCIAL, INC., CHICAGO TITLE AND TRUST COMPANY, an a Delaware corporation Illinois corporation /s/ ALAN L. STINSON /s/ ALAN L. STINSON - ----------------------------------- ----------------------------------- By: Alan L. Stinson By: Alan L. Stinson Its: Executive Vice President, Its: Chief Financial Officer Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----