-----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, FTDBNlUOeq1JJFWYNkBZYNWlsMoqf8WhCuOPGZr1EBRDXjOIqgg6x7CLuPM3B5li K25zjR8mTE0eRVRvEmZEBg== /in/edgar/work/20000607/0001095811-00-001653/0001095811-00-001653.txt : 20000919 0001095811-00-001653.hdr.sgml : 20000919 ACCESSION NUMBER: 0001095811-00-001653 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000320 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY NATIONAL FINANCIAL INC /DE/ CENTRAL INDEX KEY: 0000809398 STANDARD INDUSTRIAL CLASSIFICATION: [6361 ] IRS NUMBER: 860498599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-09396 FILM NUMBER: 650249 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/A 1 0001.txt AMENDMENT #3 TO FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM 8-K/A AMENDMENT NO. 3 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2000 -------------- 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 No.) 17911 Von Karman, Suite 300, Irvine, California 92614 - ---------------------------------------- ------------------- (Address of Principal Executive Offices) (Zip Code) (949) 622-5000 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 Form 8-K/A Amendment No. 2 contained certain typographical errors related to the 1999 Chicago Title Corporation historical numbers as presented in the Pro Forma Combined Statement of Earnings included herein. This amended filing corrects for these errors. ITEM 2. ACQUISITION OR DISPOSAL OF ASSETS On March 20, 2000, Fidelity National Financial, Inc., a Delaware corporation ("Fidelity"), completed its acquisition of Chicago Title Corporation, a Delaware corporation ("Chicago Title") pursuant to the Agreement and Plan of Merger, dated as of August 1, 1999 and amended as of October 13, 1999 (the "Merger Agreement"), between Fidelity and Chicago Title. As provided in the Merger Agreement, which was approved by the stockholders of Fidelity and Chicago Title at special meetings of stockholders held on February 9, 2000 and February 11, 2000, respectively, Chicago Title merged with and into Fidelity, with Fidelity as the surviving corporation in the merger (the "Merger"). As a result of and at the effective time of the Merger, each issued and outstanding share of common stock, par value $1.00 per share, of Chicago Title was converted into the right to receive merger consideration having a value of approximately $49.29, consisting of cash or shares of common stock, par value $.0001 per share, of Fidelity. Holders of shares of Chicago Title had the right, on or prior to 5:00 p.m., eastern time, on March 20, 2000, the date on which the effective time of the Merger occurred, to elect to receive their merger consideration in the form of cash, or in the form of shares of Fidelity common stock, or a combination of cash and Fidelity shares. Pursuant to an Exchange Agent Agreement between Fidelity and Harris Trust Company of New York, as exchange agent, Fidelity deposited cash in the aggregate amount of $570,250,486 and an aggregate of 38,761,680 shares of Fidelity common stock, for distribution to the former holders of common stock of Chicago Title common stock on the basis of their respective elections and subject to the proration provisions of the Merger Agreement. On Monday, March 27, 2000, Fidelity announced allocation information resulting from the Exchange Agent's compilation of elections received from Chicago Title stockholders. According to the Exchange Agent, the holders of 6,992,831 Chicago Title shares elected to receive cash in the Merger, and the holders of 14,324,315 Chicago Title shares elected to receive shares of Fidelity common stock in the Merger. Accordingly, pursuant to the allocation and proration provisions of the Merger Agreement, each former Chicago Title stockholder who elected to receive cash in the Merger is entitled to receive cash in the amount of $49.2879 for each share with respect to which a cash election, or no election, was made and each former Chicago Title stockholder who elected to receive shares of Fidelity common stock in the Merger is entitled to receive 2.7060 shares of Fidelity common stock and cash in the amount of $13.6304 for each share with respect to which a stock election is made, together with cash in lieu of any fractional shares of Fidelity common stock otherwise issuable in respect thereof, at the rate of $13.1771 per Fidelity share. The cash portion of the merger consideration was provided by borrowings made under Fidelity's new senior credit facility. On the closing date, Fidelity incurred borrowings of $715 million, of which approximately $570 million was deposited with the Exchange Agent to pay the cash portion of the merger consideration to former stockholders of Chicago Title, and $145 million was used to refinance certain existing indebtedness of Fidelity, FNF Capital, Inc., a wholly-owned subsidiary of Fidelity, and Chicago Title and to pay transaction expenses. The borrowings include $450 million aggregate principal amount of term loans, $100 million aggregate principal amount of short-term revolving loans, and $165 million aggregate principal amount of revolving loans. The Merger has been treated as a reorganization pursuant to Section 368(a) of the Internal Revenue Code, as amended, and has been accounted for under the "purchase method" of accounting. The closing sale price of the Fidelity common stock on the closing date, as reported by the New York Stock Exchange, was $18.00. 2 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired. The audited consolidated balance sheets of Chicago Title Corporation and its subsidiaries ("Chicago Title") as of December 31, 1999 and 1998, and the related consolidated statements of income, changes in stockholders' equity and comprehensive income and cash flows for each of the three years in the three-year period ended December 31, 1999, together with notes thereto and the report of KPMG LLP, independent auditors, are incorporated by reference to Exhibit 99.3 to the Registrant's Current Report on Form 8-K filed April 10, 2000. (b) Pro forma financial statements. The pro forma financial data required to be filed by Item 7(b) of Form 8-K are included herein. (c) Exhibits. 99.1 Press Release of Fidelity National Financial, Inc., announcing completion of merger with Chicago Title Corporation, issued on March 20, 2000 (incorporated by reference from Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed April 4, 2000). 99.2 Press Release of Fidelity National Financial, Inc., announcing merger consideration election information, issued on March 27, 2000 (incorporated by reference from Exhibit 99.2 to the Registrant's Current Report on Form 8-K filed April 4, 2000). 99.3 The audited consolidated balance sheets of Chicago Title Corporation and its subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of income, changes in stockholders' equity and comprehensive income and cash flows for each of the three years in the three-year period ended December 31, 1999, together with notes thereto and the report of KPMG LLP, independent auditors (incorporated by reference from Exhibit 99.3 to the Registrant's Current Report on Form 8-K filed April 10, 2000). 99.4 Consent of KPMG LLP, with respect to the audited consolidated financial statements of Chicago Title Corporation and its subsidiaries. 99.6 Pro forma financial data and notes thereto. 3 4 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: June 6, 2000 By: /s/ ALAN L. STINSON ---------------------------------- Name: Alan L. Stinson Title: Executive Vice President and Chief Financial Officer 4 5 EXHIBIT INDEX EXHIBIT INDEX DESCRIPTION ------- ----------- 99.1 Press Release of Fidelity National Financial, Inc., announcing completion of merger with Chicago Title Corporation, issued on March 20, 2000 (incorporated by reference from Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed April 4, 2000). 99.2 Press Release of Fidelity National Financial, Inc., announcing merger consideration election information, issued on March 27, 2000 (incorporated by reference from Exhibit 99.2 to the Registrant's Current Report on Form 8-K filed April 4, 2000). 99.3 The audited consolidated balance sheets of Chicago Title Corporation and its subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of income, changes in stockholders' equity and comprehensive income and cash flows for each of the three years in the three-year period ended December 31, 1999, together with notes thereto and the report of KPMG LLP, independent auditors (incorporated by reference from Exhibit 99.3 to the Registrant's Current Report on Form 8-K filed April 10, 2000). 99.4 Consent of KPMG LLP, with respect to the audited consolidated financial statements of Chicago Title Corporation and its subsidiaries. 99.6 Pro forma financial data and notes thereto. EX-99.4 2 0002.txt EXHIBIT 99.4 1 EXHIBIT 99.4 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Fidelity National Financial, Inc.: We consent to the use of our report dated January 24, 2000 on the consolidated financial statements of Chicago Title Corporation incorporated by reference in this Current Report on Form 8-K/A of Fidelity National Financial, Inc. KPMG LLP Los Angeles, California June 6, 2000 EX-99.6 3 0003.txt EXHIBIT 99.6 1 EXHIBIT 99.6 NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL DATA The Unaudited Condensed Consolidated Balance Sheet included in the Fidelity National Financial, Inc. Quarterly Report on Form 10-Q as of and for the three month period ended March 31, 2000 filed May 15, 2000, has been prepared including the impact of the merger of Chicago Title Corporation with and into Fidelity National, Financial, Inc. The Merger has been accounted for using the purchase method of accounting. The Unaudited Pro Forma Combined Statement of Operations for the three months ended March 31, 2000 and the Unaudited Combined Pro Forma Statement of Earnings for the year ended December 31, 1999, have been prepared including the impact of the merger of Chicago Title Corporation with and into Fidelity National, Financial, Inc., as if the Merger had been consummated on January 1, 2000 and January 1, 1999, respectively. The Merger has been accounted for using the purchase method of accounting. The Pro Forma Combined Financial Data are provided for comparative purposes only. They do not purport to be indicative of the results that actually would have occurred if the acquisition had been consummated on the dates indicated or the results that may be obtained in the future. The following footnotes describe the Pro Forma Adjustments made. (1) Reflects interest expense incurred of merger related debt of approximately $590.5 million at an interest rate of 7.69% and the amortization of merger related debt issuance costs of approximately $10.2 million using the effective interest method over six years. (2) Represents incremental amortization of cost in excess of net assets acquired necessary to reflect amortization of merger related cost in excess of net assets acquired of approximately $729.8 million on a straight line basis over twenty years. (3) Reflects income tax benefit of interest expense and amortization of debt issuance costs at an expected marginal tax rate of forty percent. (4) Basic and diluted earnings (loss) per share have been calculated assuming the issuance of approximately 38.8 million shares in connection with the merger and the conversion of outstanding Chicago Title Corporation dilutive securities to a basis consistent with Fidelity National Financial, Inc. dilutive securities. 2 PRO FORMA COMBINED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000 (IN THOUSANDS)
HISTORICAL UNAUDITED PRO FORMA ----------------------------------- ------------------------- CHICAGO FIDELITY TITLE COMBINED ADJUSTMENTS COMBINED --------- -------- -------- ----------- --------- REVENUE: Title insurance premiums and escrow fees $ 219,653 $370,493 $590,146 $ -- $ 590,146 Other fees and revenue 62,442 34,968 97,410 -- 97,410 Interest and investment income, including realized gains (losses) 11,885 16,923 28,808 -- 28,808 --------- -------- -------- --------- --------- 293,980 422,384 716,364 -- 716,364 --------- -------- -------- --------- --------- EXPENSES: Personnel costs 93,487 135,421 228,908 -- 228,908 Other operating expenses 98,395 98,339 196,734 -- 196,734 Agent commissions 90,745 146,642 237,387 -- 237,387 Provision for claim losses 10,912 21,988 32,900 -- 32,900 Interest expense 6,504 1,062 7,566 11,808(1) 19,374 --------- -------- -------- --------- --------- 300,043 403,452 703,495 11,808 715,303 --------- -------- -------- --------- --------- Earnings (loss) before amortization of cost in excess of net assets acquired (6,063) 18,932 12,869 (11,808) 1,061 Amortization of cost in excess of net assets acquired 1,654 4,042 5,696 5,080(2) 10,776 --------- -------- -------- --------- --------- Earnings (loss) before income taxes (7,717) 14,890 7,173 (16,888) (9,715) Income tax expense (benefit) (359) 6,795 6,436 (4,723)(3) 1,713 Merger-related expenses, net of applicable income taxes -- 8,892 8,892 8,892 --------- -------- -------- --------- --------- Net earnings (loss) from continuing operations $ (7,358) $ 16,987 $ 9,629 $ (12,165) $ (2,536) ========= ======== ======== ========= ========= LOSS PER SHARE FROM CONTINUING OPERATIONS: Basic N/A N/A N/A N/A $ (0.04)(4) Diluted N/A N/A N/A N/A (0.04)(4)
2 3 PRO FORMA COMBINED STATEMENT OF EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1999 (IN THOUSANDS)
HISTORICAL UNAUDITED PRO FORMA -------------------------------------- --------------------------- CHICAGO FIDELITY TITLE COMBINED ADJUSTMENTS COMBINED ---------- ---------- ---------- ----------- ---------- REVENUE: Title insurance premiums and escrow fees $1,063,186 $1,848,944 $2,912,130 $ -- $2,912,130 Other fees and revenue 260,623 139,839 400,462 -- 400,462 Interest and investment income, including realized gains (losses) 28,395 70,256 98,651 -- 98,651 ---------- ---------- ---------- ----------- ---------- 1,352,204 2,059,039 3,411,243 -- 3,411,243 ---------- ---------- ---------- ----------- ---------- EXPENSES: Personnel costs 407,078 625,973 1,033,051 -- 1,033,051 Other operating expenses 328,485 408,766 737,251 -- 737,251 Agent commissions 423,675 726,903 1,150,578 -- 1,150,578 Provision for claim losses 52,713 117,387 170,100 -- 170,100 Interest expense 15,626 4,356 19,982 47,108(1) 67,090 ---------- ---------- ---------- ----------- ---------- 1,227,577 1,883,385 3,110,962 47,108 3,158,070 ---------- ---------- ---------- ----------- ---------- Earnings (loss) before amortization of cost in excess of net assets acquired 124,627 175,654 300,281 (47,108) 253,173 Amortization of cost in excess of net assets acquired 6,799 13,233 20,032 23,255(2) 43,287 ---------- ---------- ---------- ----------- ---------- Earnings (loss) before income taxes 117,828 162,421 280,249 (70,363) 209,886 Income tax expense (benefit) 46,975 56,667 103,642 (18,843)(3) 84,799 Merger-related expenses, net of applicable income taxes -- 4,732 4,732 -- 4,732 ---------- ---------- ---------- ----------- ---------- Net earnings (loss) from continuing operations $ 70,853 $ 110,486 $ 181,339 $ (51,520) $ 129,819 ========== ========== ========== =========== ========== EARNINGS PER SHARE FROM CONTINUING OPERATIONS: Basic $ 2.38 $ 5.06 N/A N/A $ 1.89(4) Diluted 2.27 5.06 N/A N/A 1.84(4)
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