-----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, KKejqmHbdQuwvkd5wiT+TdI/oVwz7O0tQQRRtMAeIuX3Tj7U/OgblQCg0q8fLUBH /Mm2rwDVLP634f45zLSAGg== 0000892569-03-001401.txt : 20030527 0000892569-03-001401.hdr.sgml : 20030526 20030523192611 ACCESSION NUMBER: 0000892569-03-001401 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030523 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030527 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: 03718957 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 a90503e8vk.txt FORM 8-K DATED MAY 23, 2003 UNITED STATES 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): MAY 23, 2003 FIDELITY NATIONAL FINANCIAL, INC. (Exact Name of Registrant) DELAWARE 1-9396 86-0498599 - ---------------------------------------------- --------------------- ------------------- (State or Other Jurisdiction of (Commission File No.) (I.R.S. Employer Incorporation) Identification No.) 17911 VON KARMAN AVENUE, SUITE 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) -1- Item 5. Other Events. On May 23, 2003, Fidelity National Financial, Inc. ("FNF") announced a proposal to acquire the outstanding shares of Fidelity National Information Solutions, Inc. not currently owned by FNF or its subsidiaries through a merger. FNF's press release containing this announcement is attached as Exhibit 99.1 to this Report. -2- Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release of Fidelity National Financial, Inc. ("FNF") issued on May 23, 2003. 99.2 Letter, dated May 23, 2003 from Special Committee of Fidelity to the Board of Directors of FNIS. -3- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIDELITY NATIONAL FINANCIAL, INC. By: /s/ ALAN L. STINSON --------------------------------------------------- Alan L. Stinson, Executive Vice President and Chief Financial Officer Dated: May 23, 2003 -4- EXHIBIT INDEX 99.1 Press Release of Fidelity National Financial, Inc. ("FNF") issued on May 23, 2003. 99.2 Letter, dated May 23, 2003 from Special Committee of Fidelity to the Board of Directors of FNIS. -5- EX-99.1 3 a90503exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 NEWS FOR IMMEDIATE RELEASE FIDELITY NATIONAL FINANCIAL ANNOUNCES PROPOSAL TO ACQUIRE FNIS Irvine, Calif. -- (May 23, 2003) -- Fidelity National Financial, Inc. (NYSE: FNF), a Fortune 500 provider of products, services and solutions to the real estate and financial services today submitted a proposal to the Board of Directors of Fidelity National Information Solutions (NASDAQ: FNIS) to acquire all of the outstanding stock of FNIS that FNF does not currently own. FNF currently owns approximately 66 percent of the outstanding stock of FNIS. Under the terms of the proposal, each share of FNIS stock would be exchanged for a fixed share exchange ratio of 0.644 shares of FNF common stock. Based on the closing price of $36.65 for FNF's common stock on Thursday, May 22, 2003, the implied per share consideration is $23.60 per share of FNIS common stock. This exchange ratio represents a 24 percent premium to FNIS stockholders based on the closing price of $19.02 on Thursday, May 22, 2003 and is equal to the relative stock price differential over the trailing twelve-month period. The fixed exchange ratio of 0.644 does not reflect the 5 for 4 stock split payable to FNF shareholders on May 23, 2003. The fixed exchange ratio would be 0.805 after the effect of the 5 for 4 stock split. FNF would issue approximately 8.5 million new shares of FNF stock to holders of FNIS common stock, or 10.6 million new shares after the effect of the 5 for 4 stock split. The proposal is subject to certain conditions, including satisfactory completion of due diligence, negotiation of a mutually satisfactory merger agreement and receipt of all required governmental approvals and other consents. Closing of the proposed transaction would also be contingent upon FNF stockholder approval of the authorization and issuance of the shares of common stock required to complete the transaction. "With FNF's recent acquisition and the formation of Fidelity Information Services ("FIS"), we believe it makes strategic sense to fully integrate FNIS back into FNF," said Raymond R. Quirk, President of FNF. "FNIS can better capitalize on the significant technology resources of FIS and we can provide more cohesive technology solutions to our customers by combining all our resources at FNF. Consolidating FNIS will also simplify the FNF corporate profile and allow our management team to deliver a simple, clear strategic vision to the investment community. We also believe that FNIS' public shareholders will benefit from the opportunity to share in the expected future growth and success of FNF." 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, which has clients in more than 50 countries. It processes nearly 50 percent of all U. S. residential mortgages, with balances exceeding $2 trillion and has processing and technology relationships with 48 of the top 50 U. S. banks who rely on Fidelity Information Services' processing and outsourcing products and services. More than 34 percent of the total dollar volume of all outstanding consumer loans in the country, including mortgages, is processed on Fidelity Information Services software applications. Fidelity National Information Solutions (NASDAQ: FNIS), a majority-owned, publicly traded subsidiary of FNF, provides data and valuations, technology solutions and services for the real estate and mortgage industries. More information about the FNF family of companies can be found at www.fnf.com, www.fidelityinfoservices.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 failure of the parties to negotiate a definitive agreement and the failure of the conditions to closing thereafter, 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. In connection with the proposed transaction, which is referred to above, no agreement has been signed. If and when appropriate, Fidelity National Financial, Inc. ("FNF") intends to file relevant materials with the Securities and Exchange Commission ("SEC"), including a registration statement that contains a prospectus and proxy/consent solicitation statement. Because those documents will contain important information, stockholders are urged to read them if and when they become available. When filed with the SEC, they will be available for free (along with the annual, quarterly and other reports, and any other documents and reports filed by FNF with the SEC) at the SEC's website, www.sec.gov, and stockholders will receive information at an appropriate time on how to obtain transaction-related documents for free from FNF. A registration statement containing a prospectus and proxy/consent solicitation pertaining to the proposed transaction is not currently available. FNF and its directors and executive officers may be deemed to be participants in the solicitation of proxies or consents from stockholders in connection with the proposed transaction. Information about the directors and executive officers of FNF and their ownership of FNF stock is set forth in FNF's Form 10-K/A (Amendment No. 1) for the year ended December 31, 2002. Participants in FNF's solicitation may also be deemed to include those persons whose interests in FNF are not described in the Form 10-K/A (Amendment No. 1). Investors may obtain additional information regarding the interests of such participants by reading the prospectus and proxy/consent solicitation statement if and when it becomes available. SOURCE: Fidelity National Financial, Inc. CONTACT: Daniel Kennedy Murphy, Senior Vice President, Finance and Investor Relations, 805-696-7218, dkmurphy@fnf.com EX-99.2 4 a90503exv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 Fidelity National Financial, Inc. 17911 Von Karman Avenue Suite 300 Irvine, CA 92614 May 23, 2003 Board of Directors Fidelity National Information Solutions, Inc. 4050 Calle Real Santa Barbara, CA 93110 Gentlemen: I am pleased to inform you that Fidelity National Financial, Inc. ("FNF") has decided to propose a transaction whereby FNF would acquire the outstanding shares of Fidelity National Information Solutions, Inc. ("FNIS") not currently held by FNF or its subsidiaries through a merger in which your stockholders will receive .644 FNF shares in exchange for each FNIS share. (The exchange ratio does not reflect the split of FNF's common stock payable on May 23, 2003 to FNF stockholders of record as of May 9, 2003. Inclusive of the split, each share of FNIS common stock would be exchanged for .805 shares of FNF common stock.) Based on our May 22, 2003 closing stock price, our proposal values each outstanding share of FNIS's common stock at $23.60 per share, or a 24.1% premium to FNIS's closing price on May 22, 2003. We believe that the proposed transaction is in the best interests of FNIS's public stockholders. FNF is the nation's largest title insurance and diversified real estate-related services company and, through its subsidiary Fidelity Information Services, a leading provider of information-based technology solutions and processing services to the mortgage and financial services industries. By exchanging their shares in FNIS for shares in FNF, FNIS's public stockholders would participate in the opportunity and upside of FNF while retaining an ownership interest in FNIS's businesses through their ownership interest in FNF. We wish to consummate the proposed acquisition as soon as practicable. Consummation of the proposed acquisition would be subject to several conditions, including satisfactory completion of due diligence, negotiation of a mutually satisfactory merger agreement, and receipt of all required governmental approvals and required consents. The closing of any transaction would also be contingent upon approval by FNF's stockholders at a meeting of the issuance of the FNF shares in the transaction. It is expected that the approval of FNF's stockholders would be obtained at FNF's 2003 annual meeting, which is expected to be held this summer. In light of our significant ownership interest in FNIS and the presence of certain of our directors and executive officers on FNIS's board of directors, we would expect that the FNIS board would want to establish an independent special committee to review and evaluate our proposal. At the earliest opportunity, the FNF special committee and its advisors are ready to meet FNIS's management as well as the members of any special committee with the goal of negotiating and entering into a merger agreement with FNIS. We look forward to working with you and any FNIS special committee to complete this transaction. Sincerely, /s/ TERRY N. CHRISTENSEN -------------------------------- Mr. Terry N. Christensen Chairman Special Committee Fidelity National Financial, Inc. Board of Directors -----END PRIVACY-ENHANCED MESSAGE-----