-----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, NnxnWMYUuIYUNhIxCokfOnqaKulAO/qKnjR2oYyDMu3Wl7tCxPZvLSWMhLgDZO8c mgJan8O/fmE+7h/CI7nOxA== 0000892569-03-002265.txt : 20030930 0000892569-03-002265.hdr.sgml : 20030930 20030930165409 ACCESSION NUMBER: 0000892569-03-002265 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030930 ITEM INFORMATION: Other events FILED AS OF DATE: 20030930 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: 03918127 BUSINESS ADDRESS: STREET 1: 601 RIVERSIDE AVENUE STREET 2: , CITY: JACKSONVILLE STATE: FL ZIP: 32204 BUSINESS PHONE: 904-854-8100 MAIL ADDRESS: STREET 1: 601 RIVERSIDE AVENUE STREET 2: , CITY: JACKSONVILLE STATE: FL ZIP: 32204 8-K 1 a93381e8vk.htm FORM 8-K DATE OF REPORT: SEPTEMBER 30, 2003 e8vk
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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): September 30, 2003

FIDELITY NATIONAL FINANCIAL, INC.

(Exact Name of Registrant)
         
Delaware   1-9396   86-0498599
 
 
(State or Other Jurisdiction of
Incorporation)		   (Commission File No.)   (I.R.S. Employer
Identification No.)
601 Riverside Avenue, Jacksonville, Florida   32204
 
(Address of principal executive officers)   (Zip Code)

(904) 854-8100

(Registrant’s telephone number, including area code)
 
N/A
(Former name or former address, if changed, since last report)

 

Item 5. Other Events.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

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Item 5. Other Events.

  Fidelity National Financial, Inc. (“FNF”) announced the closing of the Agreement and Plan of Merger (the “Merger Agreement”) with FNIS Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of FNF (“Merger Sub”), Chicago Title and Trust Company, Inc., an Illinois corporation (solely for purposes of a certain provision therein) and Fidelity National Information Solutions, Inc., a Delaware corporation (“FNIS”). Pursuant to the Merger Agreement, FNF will acquire all of the outstanding shares of FNIS not currently held by FNF or its subsidiaries through a merger between Merger Sub and FNIS (the “Merger”), with FNIS as the surviving corporation. In addition, FNIS stockholders will receive 0.830 FNF shares in exchange for each FNIS share, plus cash for any fractional shares. The Merger closed effective September 30, 2003.
 
  (c) Exhibits
 
  99.1 Agreement and Plan of Merger dated July 11, 2003, by and among Fidelity National Financial, Inc., FNIS Acquisition Corp., Chicago Title and Trust Company, Inc. (solely for purposes of a certain provision therein) and Fidelity National Information Solutions, Inc. (incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed July 11, 2003).
 
  99.2 Press Release dated September 30, 2003.*

*   Filed herewith.

-2-

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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: September 30, 2003

-3-

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EXHIBIT INDEX

  99.1   Agreement and Plan of Merger dated July 11, 2003, by and among Fidelity National Financial, Inc., FNIS Acquisition Corp., Chicago Title and Trust Company, Inc. (solely for purposes of a certain provision therein) and Fidelity National Information Solutions, Inc. (incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed July 11, 2003).
 
  99.2   Press Release dated September 30, 2003.*

*   Filed herewith.

-4- EX-99.1 3 a93381exv99w1.txt EXHIBIT 99.1 [FIDELITY PRESS RELEASE] EXHIBIT 99.1 FIDELITY NATIONAL FINANCIAL ANNOUNCES CLOSING OF FNIS ACQUISITION Jacksonville, Fla. -- (September 30, 2003) -- Fidelity National Financial, Inc. (NYSE:FNF), a Fortune 500 provider of products, services and solutions to the real estate and financial services industries, today announced the closing of the merger agreement whereby FNF acquired all of the outstanding stock of Fidelity National Information Solutions, Inc. (NASDAQ: FNIS) that it did not already own. Prior to the closing of the merger, FNF owned approximately 63 percent of the outstanding stock of FNIS. Of those stockholders submitting votes on the merger proposal at the FNIS Annual Meeting of Stockholders on September 29, 2003, 99.93% voted in favor. Under the terms of the merger agreement, each share of FNIS common stock was exchanged for 0.830 shares of FNF common stock. 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 $3.4 billion and earned nearly $400 million in the first six months of 2003, with cash flow from operations of more than $600 million for that same period. FNF is the nation's largest title insurance company and also provides other real estate-related services such as escrow, flood certifications and life of loan monitoring, tax certificates and life of loan monitoring, merged credit reporting, property valuations and appraisals, default management, relocation services, flood, homeowners and home warranty insurance, exchange intermediary services, mortgage loan aggregation and fulfillment, multiple listing services software, mortgage loan origination software, collateral scoring and analytics and real property data. 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. It processes nearly 50 percent of all U.S. residential mortgages, with balances exceeding $2.5 trillion, has processing and technology relationships with 48 of the top 50 U. S. banks and has clients in more than 50 countries 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 is processed on Fidelity Information Services software applications. More information about the FNF family of companies can be found at www.fnf.com and www.fidelityinfoservices.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 -5- 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, 904-854-8120, dkmurphy@fnf.com -----END PRIVACY-ENHANCED MESSAGE-----