-----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, Nz3FPxlN/h0p1f7x7CU8DvurS66gTto6jXkXcJ7D7vr4rvGYyhUdrThsMcO2TdLX eOQzHCty+CE8m9C0RqlBFg== 0000892569-98-001339.txt : 19980513 0000892569-98-001339.hdr.sgml : 19980513 ACCESSION NUMBER: 0000892569-98-001339 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980506 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980512 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: 98616042 BUSINESS ADDRESS: STREET 1: 17911 VON KARMAN AVE STREET 2: STE 300 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 7146225000 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 REPORT DATED MAY 06, 1998 1 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: May 6, 1998 FIDELITY NATIONAL FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-9396 86-0498599 -------- ------ ---------- (State or other jurisdiction (Commission (IRS Employer Identification of incorporation) File Number) Number) 17911 Von Karman Avenue, Irvine, California 92614 (Address of principal executive offices) (714) 622-5000 (Registrant's telephone number, including area code) 2 Item 5. Other Events On March 6, 1998, the Company announced that it had executed an agreement to merge Alamo Title Holding Company with a newly-formed subsidiary of the Company. The merger is subject to due diligence, regulatory approvals and other customary conditions, and requires approval of the merger by the shareholders of Alamo. Under the terms of the definitive agreement, Fidelity will issue 2.1 million shares for 100% of the shares of Alamo. The transaction value is collared between $75 million and $85 million. If the average price of Fidelity stock during the pricing period multiplied by the 2.1 million shares equates to less than $75 million in value, shares shall be added to total a minimum of $75 million in value. If the average price of Fidelity stock multiplied by the 2.1 million shares totals more than $85 million, the number of shares shall be reduced such that the total transaction value equals a maximum of $85 million. If the transaction closes after November 15, 1998 and the total transaction value equals more than $90 million based on the value of the 2.1 million shares, the value above $90 million will be shared equally by both Fidelity and Alamo. It is intended that the merger be treated as a reorganization pursuant to Section 368(a) of the Internal Revenue Code and be accounted for as a "pooling-of-interests." "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 Press Release - Fidelity National Financial, Inc. Announces Signing of an Agreement to Merge Alamo Title Holding Company with a Wholly-Owned Subsidiary of Fidelity. 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. Dated: May 12, 1998 /s/ M'LISS JONES KANE ------------------------------------ M'Liss Jones Kane Senior Vice President General Counsel 4 EXHIBIT INDEX 99 Press Release - Fidelity National Financial, Inc. Announces Plans to Merge Alamo Title Holding Company with Wholly-Owned Subsidiary of Fidelity. EX-99 2 PRESS RELEASE 1 EXHIBIT 99 [FIDELITY NATIONAL FINANCIAL, INC. LETTERHEAD] NEWS RELEASE - -------------------------------------------------------------------------------- Contacts: Frank P. Willey President or Allen D. Meadows Executive Vice President Chief Financial Officer (805) 563-1566 FOR IMMEDIATE RELEASE - --------------------- FIDELITY NATIONAL FINANCIAL, INC. ANNOUNCES THE SIGNING OF ---------------------------------------------------------- AN AGREEMENT TO MERGE ALAMO TITLE HOLDING COMPANY ------------------------------------------------- WITH A WHOLLY-OWNED SUBSIDIARY ------------------------------ Irvine, Calif., May 7, 1998 -- Fidelity National Financial, Inc. (NYSE:FNF), a specialty finance and real estate service company, today announced that it has entered into an agreement and plan of merger to merge Alamo Title Holding Company with a newly formed subsidiary of Fidelity National Financial, Inc. Alamo Title Holding Company is the parent of Alamo Title Insurance, SWT Holdings, Inc., Alamo Title Company of Tarrant County, Inc., Alamo Title of Travis County, Inc. and Alamo Title of Guadalupe County, Inc. The merger is subject to regulatory approvals and the approval of the Alamo Title Holding Company shareholders. Alamo is the fourth largest title insurance underwriter in Texas and the ninth largest in the United States with 1997 title premiums and operating revenues of approximately $100 million. With Texas being the Country's second largest title insurance market, Alamo boasts a number one or number two market share position in most of its direct operations. Alamo's network of direct operations encompass Austin, San Antonio, Dallas - Forth Worth and Houston. The combined presence of Alamo and Fidelity operations will make Fidelity a leading insurer of title transactions in these major Texas markets. -more- 2 FIDELITY NATIONAL FINANCIAL, INC. ANNOUNCES THE SIGNING OF AN AGREEMENT TO - -------------------------------------------------------------------------- MERGE ALAMO TITLE HOLDING COMPANY WITH A WHOLLY-OWNED SUBSIDIARY - ---------------------------------------------------------------- Page 3-3-3-3 Headquartered in Irvine, California, Fidelity National Financial, Inc. is a specialty finance company engaged in doing business in 49 states, the District of Columbia, Puerto Rico, the Bahamas and the Virgin Islands. Fidelity, through its principal subsidiaries, performs specialty finance functions such as origination, funding, purchasing, selling, securitizing and servicing equipment leases for a broad range of businesses. Fidelity is also engaged in the business of issuing title insurance and performs other title-related services including escrow, collection and trust activities, real estate information and tax reporting services, trustee sales guarantees, foreclosure publishing and posting services, exchange intermediary services, credit reviews, flood certifications, appraisals and courier services. "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-----