-----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, HEHUN0NRPMXBdvh80Oc6/68SxEm3z5nNWUw6iSpm4oXth9cdoJ9HNDi/p12O5b94 Q4eJ63t7BofqVBO+B+Gbgg== 0000892569-97-003322.txt : 19971125 0000892569-97-003322.hdr.sgml : 19971125 ACCESSION NUMBER: 0000892569-97-003322 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971120 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971124 SROS: NYSE 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: SEC FILE NUMBER: 001-09396 FILM NUMBER: 97726764 BUSINESS ADDRESS: STREET 1: 17911 VON KARMAN AVE STREET 2: STE 300 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 7148529770 MAIL ADDRESS: STREET 1: MLISS JONES KANE STREET 2: 17911 VON KARMAN AVE STE 300 CITY: IRVINE STATE: CA ZIP: 92614 8-K 1 FORM 8-K FOR THE PERIOD ENDED 10/20/97 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 21, 1997 FIDELITY NATIONAL FINANCIAL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9396 86-0498599 - ---------------------------- ------------------------ ---------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 17911 Von Karman Avenue, Irvine, California 92614 ------------------------------------------------- (Address of principal executive offices) (714) 622-4333 -------------- (Registrant's telephone number, including area code) 2 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. Dated: November 21, 1997 /s/ M'Liss Jones Kane ------------------------------------------------ M'Liss Jones Kane Senior Vice President, General Counsel and Corporate Secretary 2 3 Item 5. Other Events On November 16, 1997, Fidelity National Financial, Inc. ("Fidelity," NYSE:FNF), a leading provider of title insurance and title-related services, signed an agreement with Granite Financial, Inc. ("Granite," NASDAQ:GFNL), a Delaware corporation, to merge Granite with a newly-formed subsidiary of Fidelity. Granite, located in Golden, Colorado, is a rapidly expanding speciality finance company engaged in the business of originating, funding, purchasing, selling, securitizing and servicing equipment leases for a broad range of businesses located throughout the United States. Granite is a prominent consolidator in the $48 billion small-ticket lease finance market with the acquisitions of Global Finance & Leasing in March, 1997; SFR Funding, Inc., in June, 1997; and the recently announced letter of intent to acquire North Pacific Funding, Inc., and its subsidiaries (dba C&W Leasing), a privately held corporation based in Seattle, Washington. Under the terms of the definitive agreement, each share of Granite common stock will be converted into the right to receive .701 share of common stock without interest, together with cash in lieu of any fractional share. The exchange ratio has been collared between $22.82 and $28.53. The adjustment factor is designed to insure that the market value of the shares of Fidelity common stock to be issued to the stockholders of Granite is neither less than $16.00 nor more than $20.00 per share of Granite common stock. The market value is to be determined based on the average closing price of Fidelity common stock during the 20 day trading period ending on the third business day prior to the date of the stockholder meetings to be held to approve the transaction. Below $22.82 Fidelity may make up the difference in additional shares of its common stock at its option and above $28.53 Granite shareholders would have the exchange ratio reduced pro rata. It is intended that the merger be treated as a reorganization pursuant to Section 368(a)(1) of the Internal Revenue Code of 1986, as amended, and be accounted for as a "pooling of interests" for accounting purposes. The transaction is expected to be immediately accretive to earnings and close in the first quarter of 1998. "Safe Harbor" Statements under the Private Securities Litigation Reform Act of 1995: Statements which are not historical facts contained in this release are forward looking statements that involve risks and uncertainties, and results could vary materially from the descriptions contained herein and other risks as may be detailed in the Company's Securities and Exchange Commission filings. Item 7. Financial Statements and Exhibits (c) Exhibits 99(A) Press Release - Fidelity National Financial, Inc. Announces Plans to Merge Granite Financial, Inc. With Wholly-Owned Subsidiary of Fidelity. 3 EX-99.A 2 PRESS RELEASE 1 EXHIBIT 99A Contacts: Frank P. Willey William S. Cobb President Senior Vice President Allen D. Meadows Chief Financial Officer Executive Vice President (800) 380-0359 Chief Financial Officer (805) 563-1566 FOR IMMEDIATE RELEASE FIDELITY NATIONAL FINANCIAL, INC. ANNOUNCES PLANS TO MERGE GRANITE FINANCIAL, INC. WITH WHOLLY-OWNED SUBSIDIARY OF FIDELITY Irvine, Calif., November 17, 1997 -- Fidelity National Financial, Inc. (NYSE:FNF), a leading provider of title insurance and real estate services, today announced that it has signed an agreement with Granite Financial, Inc., a Delaware corporation, to merge Granite Financial, Inc. with a newly-formed subsidiary of Fidelity National Financial, Inc. Under the terms of the definitive agreement, each share of Granite stock will be converted into the right to receive .701 share of Fidelity National Financial common stock without interest, together with cash in lieu of any fractional share. The exchange ratio has been collared between $28.53 and $22.82. The adjustment factor is designed to insure that the market value of the shares of Fidelity National common stock to be issued to the stockholders of Granite is not less than $16.00 nor more than $20.00 per share of Granite common stock. The market value is to be determined based on the average closing price of Fidelity National Financial during the 20 day trading period ending on the third business day prior to the date of the stockholder meetings to be held to approve the transaction. Below $22.82 Fidelity National Financial may make up the difference in additional shares at its option and above $28.53 Granite shareholders would have the exchange ratio reduced pro rata. -more- 2 FIDELITY NATIONAL FINANCIAL, INC. ANNOUNCES PLANS TO MERGE GRANITE FINANCIAL, INC. WITH WHOLLY-OWNED SUBSIDIARY OF FIDELITY Page 2-2-2-2 It is intended that the merger be treated as a reorganization pursuant to Section 368(a)(1) of the Internal Revenue Code of 1986, as amended, and be accounted for as a "pooling of interests" for accounting purposes. Granite, located in Golden, Colorado, is a rapidly expanding speciality finance company engaged in the business of originating, funding, purchasing, selling, securitizing and servicing equipment leases for a broad range of businesses located throughout the United States. Granite is a prominent consolidator in the $48 billion small-ticket lease finance market with the acquisitions of Global Finance & Leasing in March, 1997; SFR Funding, Inc., in the summer of 1997; and the recently- announced letter of intent to acquire North Pacific Funding, Inc., and its subsidiaries (dba C&W Leasing), a privately held corporation based in Seattle, Washington. North Pacific Funding will do almost $70 million in lease originations during 1997. The transaction is expected to be immediately accretive to earnings and close in early January, 1998. Granite's revenues for the quarter ending September 30, 1997 were $33,986,000 compared to $11,356,000 for the year earlier period in 1996. Net income for the same quarter was $861,280 in 1997 compared to $325,997 for 1996. William W. Wehner, Chairman and CEO of Granite Financial, Inc. stated, "We are thrilled to become a part of the Fidelity group of companies. There are significant operating and financial synergies between Granite and Fidelity that should create excellent value for our shareholders. We are looking forward to capitalizing on the advantages this new business combination now affords us and utilizing the financial strength of Fidelity to continue to take advantage of acquisition opportunities in the fragmented small ticket equipment lease market." -more- 3 FIDELITY NATIONAL FINANCIAL, INC. ANNOUNCES PLANS TO MERGE GRANITE FINANCIAL, INC. WITH WHOLLY-OWNED SUBSIDIARY OF FIDELITY Page 3-3-3-3 William P. Foley, Chairman and CEO of Fidelity National Financial, Inc. said, "The merger of Granite with Fidelity will enable Fidelity to support Granite's growth by utilizing the high levels of positive cash flow produced by Fidelity's operations. We expect our contacts in the franchise arena and particularly in the Quick Service Restaurant segment to present opportunities to greatly expand originators of franchise equipment financing." Mr. Foley added, "With this merger Fidelity National Financial, Inc. is realizing one of its long range plans to diversify into a business with less interest sensitive sources of revenue and position itself as a diversified financial services company." Frank P. Willey, President of Fidelity National Financial, Inc., stated, "We expect the Granite transaction to be E.P.S accretive in 1998 and produce double-digit accretion in 1999. Furthermore, the synergies created by this merger are expected to significantly lower the cost of funding available to Granite, thus enhancing the margins achievable in its core business." Headquartered in Irvine, California, Fidelity National Financial, Inc. is one of the largest national underwriters engaged in the business of issuing title insurance policies and providing other title-related services in 49 states, the District of Columbia, Puerto Rico, the Bahamas and the Virgin Islands through its principal underwriting subsidiaries: Fidelity National Title Insurance Company, Fidelity National Title Insurance Company of New York, Fidelity National Title Insurance Company of Tennessee, Nations Title Insurance Company, Nations Title Insurance of New York Inc. and National Title Insurance of New York Inc. "Safe Harbor" Statements under the Private Securities Litigation Reform Act of 1995: Statements which are not historical facts contained in this release are forward looking statements that involve risks and uncertainties, and results could vary materially from the descriptions contained herein and other risks as may be detailed in the Company's Securities and Exchange Commission filings. -----END PRIVACY-ENHANCED MESSAGE-----