Fidelity National Financial Inc

-----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, NYBtLZ+y7mIWkhPb0qQw4x4nLuUrMzCSG3fHprprdP7AYpCGZgANFvryp7nmdUdQ RgdGbnbI2hbnxQQZAMtucw== 0000892569-03-000992.txt : 20030416 0000892569-03-000992.hdr.sgml : 20030416 20030416124657 ACCESSION NUMBER: 0000892569-03-000992 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030401 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030416 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09396 FILM NUMBER: 03652118 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 8-K 1 a89278e8vk.htm FORM 8-K DATED APRIL 1, 2003 Fidelity National Financial Inc

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2003

FIDELITY NATIONAL FINANCIAL, INC.

(Exact Name of Registrant as Specified in Charter)


Delaware	333-57904	86-0498599

(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)


17911 Von Karman Avenue, Ste. 300, Irvine, CA		92614

(Address of principal executive officers)		(Zip Code)

(949) 622-4333

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed, since last report)

TABLE OF CONTENTS


	Item 2. Acquisition or Disposition of Assets.
	Item 7. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

Item 2. Acquisition or Disposition of Assets.

On January 28, 2003, Fidelity National Financial, Inc., a Delaware corporation (“Fidelity”), entered into Stock Purchase Agreement (the “agreement”) with ALLTEL Corporation, Inc., an Arkansas corporation (“ALLTEL”), pursuant to which Fidelity will acquire from ALLTEL the business, properties and assets of ALLTEL Information Services, Inc., an Arkansas corporation and wholly-owned subsidiary of ALLTEL (“AIS”). Pursuant to the agreement, AIS will become a wholly-owned subsidiary of Fidelity.

The agreement closed effective April 1, 2003. As a result of the agreement, Fidelity acquired the business, properties and assets of AIS.

The aggregate consideration paid by Fidelity was approximately $1.05 billion, payable as $775 million in cash and $275 million in Fidelity’s common stock. Fidelity funded the cash portion of the purchase price through the issuance of $250 million in 5.25 percent ten-year notes and $525 million in available cash. The stock portion of the purchase price resulted in the issuance of 8,150,322 shares of Fidelity Common Stock, which is subject to a one-year lock-up. A stockholder’s agreement was entered into between Fidelity and ALLTEL.

The transaction will be accounted for under the purchase method of accounting.

Item 7. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

The financial information required by this item will be filed by amendment to this Current Report on Form 8-K within 60 days after the date of this filing.

(b) Pro Forma Financial Information

The financial information required by this item will be filed by amendment to this Current Report on Form 8-K within 60 days after the date of this filing.


Exhibit No.		Description

2.1		Stock Purchase Agreement, dated as of January 28, 2003, by and between Registrant and ALLTEL Corporation (incorporated by reference from Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed January 29, 2003).
2.2		Form of Stockholder’s Agreement by and between Registrant and ALLTEL Corporation (incorporated by reference from Exhibit 99.3 to Registrant’s Current Report on Form 8-K filed January 29, 2003).


2.3		Form of Non-Competition Agreement among Registrant and ALLTEL Corporation (incorporated by reference from Exhibit 99.4 to Registrant’s Current Report on Form 8-K filed January 29, 2003).
99.1		Press Release dated April 1, 2003.*

* Filed herewith

SIGNATURE

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 hereunto duly authorized.


	FIDELITY NATIONAL FINANCIAL, INC.

Date: April 16, 2003	By:	/s/ Alan L. Stinson

		Alan L. Stinson Executive Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

2.1		Stock Purchase Agreement, dated as of January 28, 2003, by and between Registrant and ALLTEL Corporation (incorporated by reference from Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed January 29, 2003).

2.2		Form of Stockholder’s Agreement by and between Registrant and ALLTEL Corporation (incorporated by reference from Exhibit 99.3 to Registrant’s Current Report on Form 8-K filed January 29, 2003).

2.3		Form of Non-Competition Agreement among Registrant and ALLTEL Corporation (incorporated by reference from Exhibit 99.4 to Registrant’s Current Report on Form 8-K filed January 29, 2003).

99.1		Press Release dated April 1, 2003.*

Filed herewith

EX-99.1 3 a89278exv99w1.htm EXHIBIT 99.1 exv99w1

EXHIBIT 99.1


		PRESS RELEASE

FNF Closes Acquisition of Financial Services Division of ALLTEL Information Services

Irvine, Calif. — (April 1, 2003) — Fidelity National Financial, Inc. (NYSE: FNF) today announced the closing of its acquisition of the financial services division of ALLTEL Information Services (“AIS”), a wholly owned subsidiary of ALLTEL Corporation (NYSE: AT). FNF has renamed the division Fidelity Information Services and it will operate as a wholly owned subsidiary of FNF.

Fidelity Information Services is one of the world’s largest providers of information-based technology solutions and processing services to the mortgage and financial services industries. Its mortgage servicing platform is the leading mortgage loan processing system in the nation, processing approximately 50 percent of all U.S. residential mortgage loans through relationships that include 17 of the top 25 mortgage originators in the country. Fidelity Information Services is also a leader in providing a comprehensive suite of technology applications and services that support the retail and commercial banking activities of medium and large banks, including deposit, consumer lending, commercial lending, mortgage lending and financial management systems. It has relationships with 48 of the top 50 U.S. banks and its systems process more than 150 million deposit and loan accounts globally. Fidelity Information Services also provides a complete suite of fully integrated banking platforms for community banks and other smaller financial institutions that seek a single, highly leveraged platform of products that offer a menu of front-end systems, relationship management capabilities and back office processing, support and reporting systems.

Fidelity Information Services had revenue of $820 million and operating income of $151 million in 2002. The purchase price of $1.05 billion, subject to certain adjustments, consisted of $775 million in cash and $275 million in FNF stock issued to ALLTEL Corporation. FNF

funded the cash portion of the purchase price through the issuance of $250 million in 5.25 percent ten-year notes and $525 million in available cash. FNF funded the stock portion of the purchase price through the issuance of approximately 8.2 million shares of FNF common stock, all of which is subject to a one-year lock-up agreement. The transaction will be accretive in the first year and beyond.

“The addition of Fidelity Information Services accelerates our ongoing evolution into a fully diversified provider of products, services and solutions to the real estate and financial services industries,” said Chairman and Chief Executive Officer William P. Foley, II. “The mortgage and consumer loan servicing systems and core bank processing solutions provide a recurring stream of revenue and earnings that is not specifically tied to the level of mortgage originations. Customer response to the transaction has been very positive, as we believe these customers recognize this powerful combination creates a unique company that offers industry-leading products and solutions that can help them achieve improved business efficiencies and significantly reduced costs. We are committed to all facets of our Fidelity Information Services business and will continue to seek out acquisitions in the core processing space to both expand market share and round out our product offerings.”

Fidelity National Financial, Inc., number 326 on the Fortune 500, is a provider of products, services and solutions to the real estate and financial services industries. The Company had total revenue of $5.1 billion and earned more than $530 million in 2002, with cash flow from operations of nearly $815 million. FNF is the nation’s largest title insurance company and also performs other real estate-related services such as escrow, default management, mortgage loan fulfillment, exchange intermediary services and homeowners, flood and home warranty insurance. FNF is also one of the world’s largest providers of information-based technology solutions and processing services to the mortgage and financial services industries through its subsidiary Fidelity Information

Services. Its systems process approximately 50 percent of all U.S. residential mortgage loans and 48 of the top 50 U.S. banks utilize Fidelity Information Services loan processing solutions.

FNF also provides real estate and technology services through its majority-owned, publicly traded subsidiary, Fidelity National Information Solutions (NASDAQ: FNIS). FNIS provides data, valuations, technology solutions and services to lenders, brokers, real estate professionals, settlement companies, vendors and other participants in the real estate industry. More information about the FNF family of companies can be found at www.fnf.com and www.fnis.com.

This press release contains statements related to future events and expectations and, as such, constitutes forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be different from those expressed or implied above. The Company expressly disclaims any duty to update or revise forward-looking statements. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to, the effect of governmental regulations, the economy, competition and other risks detailed from time to time in the “Management’s Discussion and Analysis” section of the Company’s Form 10-K and other reports and filings with the Securities and Exchange Commission.

SOURCE: Fidelity National Financial, Inc.

CONTACT: Daniel Kennedy Murphy, Senior Vice President, Finance and Investor Relations, 805-696-7218,

dkmurphy@fnf.com

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	Irvine, Calif. — (April 1, 2003) — Fidelity National Financial, Inc. (NYSE: FNF) today announced the closing of its acquisition of the financial services division of ALLTEL Information Services (“AIS”), a wholly owned subsidiary of ALLTEL Corporation (NYSE: AT). FNF has renamed the division Fidelity Information Services and it will operate as a wholly owned subsidiary of FNF.

	Fidelity Information Services is one of the world’s largest providers of information-based technology solutions and processing services to the mortgage and financial services industries. Its mortgage servicing platform is the leading mortgage loan processing system in the nation, processing approximately 50 percent of all U.S. residential mortgage loans through relationships that include 17 of the top 25 mortgage originators in the country. Fidelity Information Services is also a leader in providing a comprehensive suite of technology applications and services that support the retail and commercial banking activities of medium and large banks, including deposit, consumer lending, commercial lending, mortgage lending and financial management systems. It has relationships with 48 of the top 50 U.S. banks and its systems process more than 150 million deposit and loan accounts globally. Fidelity Information Services also provides a complete suite of fully integrated banking platforms for community banks and other smaller financial institutions that seek a single, highly leveraged platform of products that offer a menu of front-end systems, relationship management capabilities and back office processing, support and reporting systems.


	funded the cash portion of the purchase price through the issuance of $250 million in 5.25 percent ten-year notes and $525 million in available cash. FNF funded the stock portion of the purchase price through the issuance of approximately 8.2 million shares of FNF common stock, all of which is subject to a one-year lock-up agreement. The transaction will be accretive in the first year and beyond.

	“The addition of Fidelity Information Services accelerates our ongoing evolution into a fully diversified provider of products, services and solutions to the real estate and financial services industries,” said Chairman and Chief Executive Officer William P. Foley, II. “The mortgage and consumer loan servicing systems and core bank processing solutions provide a recurring stream of revenue and earnings that is not specifically tied to the level of mortgage originations. Customer response to the transaction has been very positive, as we believe these customers recognize this powerful combination creates a unique company that offers industry-leading products and solutions that can help them achieve improved business efficiencies and significantly reduced costs. We are committed to all facets of our Fidelity Information Services business and will continue to seek out acquisitions in the core processing space to both expand market share and round out our product offerings.”

	Fidelity National Financial, Inc., number 326 on the Fortune 500, is a provider of products, services and solutions to the real estate and financial services industries. The Company had total revenue of $5.1 billion and earned more than $530 million in 2002, with cash flow from operations of nearly $815 million. FNF is the nation’s largest title insurance company and also performs other real estate-related services such as escrow, default management, mortgage loan fulfillment, exchange intermediary services and homeowners, flood and home warranty insurance. FNF is also one of the world’s largest providers of information-based technology solutions and processing services to the mortgage and financial services industries through its subsidiary Fidelity Information


	Services. Its systems process approximately 50 percent of all U.S. residential mortgage loans and 48 of the top 50 U.S. banks utilize Fidelity Information Services loan processing solutions.

	FNF also provides real estate and technology services through its majority-owned, publicly traded subsidiary, Fidelity National Information Solutions (NASDAQ: FNIS). FNIS provides data, valuations, technology solutions and services to lenders, brokers, real estate professionals, settlement companies, vendors and other participants in the real estate industry. More information about the FNF family of companies can be found at www.fnf.com and www.fnis.com.

	This press release contains statements related to future events and expectations and, as such, constitutes forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be different from those expressed or implied above. The Company expressly disclaims any duty to update or revise forward-looking statements. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to, the effect of governmental regulations, the economy, competition and other risks detailed from time to time in the “Management’s Discussion and Analysis” section of the Company’s Form 10-K and other reports and filings with the Securities and Exchange Commission.