<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
/X/ Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
FIDELITY NATIONAL FINANCIAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
FIDELITY NATIONAL FINANCIAL, INC.
17911 VON KARMAN AVENUE
IRVINE, CALIFORNIA 92714
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 17, 1996
------------------------
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of Fidelity National Financial, Inc., a
Delaware corporation, will be held on Monday, June 17, 1996, at 10:00 a.m.,
local time, at The Sutton Place Hotel, 4500 MacArthur Blvd., Newport Beach,
California 92660 for the following purposes:
(1) to elect three directors to serve for the next three years or
until their successors are duly elected and qualified or until their
earlier death, resignation or removal;
(2) to ratify an amendment to the 1991 Stock Option Plan; and
(3) to transact such other business as may properly come before the
Meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on May 3, 1996, are
entitled to notice of and to vote at the Meeting.
All stockholders are cordially invited to attend the Meeting in person.
Sincerely,
WILLIAM P. FOLEY, II
Chairman of the Board
Irvine, California
May 13, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE TO ASSURE
REPRESENTATION OF YOUR SHARES. ANY STOCKHOLDER GIVING A PROXY MAY REVOKE IT
PRIOR TO THE TIME IT IS VOTED BY FILING WITH THE SECRETARY, M'LISS JONES KANE, A
WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR
BY VOTING IN PERSON AT THE MEETING. NO POSTAGE NEED BE AFFIXED TO THE PROXY IF
IT IS MAILED IN THE UNITED STATES.
<PAGE> 3
FIDELITY NATIONAL FINANCIAL, INC.
17911 VON KARMAN AVENUE
IRVINE, CALIFORNIA 92714
------------------------
PROXY STATEMENT
------------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited by the Board of Directors of Fidelity
National Financial, Inc. (the "Company") for use at the Annual Meeting of
Stockholders (the "Meeting") to be held Monday, June 17, 1996, at 10:00 a.m.,
local time, or at any adjournment thereof, for the purposes set forth herein and
in the accompanying Notice of Annual Meeting of Stockholders. The Meeting will
be held at The Sutton Place Hotel, 4500 MacArthur Blvd., Newport Beach,
California 92660.
It is anticipated that such proxy, together with this Proxy Statement, will
be first mailed on or about May 10, 1996, to all stockholders entitled to vote
at the Meeting.
The Company's corporate offices are located at 17911 Von Karman Avenue,
Irvine, California 92714 and its telephone number at that address is (714)
622-5000.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company's Secretary a
written notice of revocation or a duly executed proxy bearing a later date or by
attending the Meeting and voting in person.
VOTING AND SOLICITATION
Each share has one vote on each matter properly submitted for a vote at the
Meeting. The cost of this solicitation will be borne by the Company. In
addition, the Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in forwarding
solicitation materials to such beneficial owners. Proxies may also be solicited
by certain of the Company's directors, officers and regular employees, without
additional compensation, personally or by telephone or telegram.
Votes cast by proxy or in person at the Meeting will be counted by the
persons appointed by the Company to act as election inspectors for the Meeting.
The election inspectors will treat shares represented by properly signed and
returned proxies that reflect abstentions as shares that are present and
entitled to vote for purposes of determining the presence of a quorum on all
matters.
The election inspectors will treat shares referred to as "broker non-votes"
(i.e., shares held by brokers or nominees as to which instructions have not been
received from the beneficial owners or persons entitled to vote that the broker
or nominee does not have discretionary power to vote on a particular matter) as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum.
Abstentions and "broker non-votes" will not affect the outcome of the
director elections. As to other votes, an abstention will have the same effect
as a negative vote and a "broker non-vote" will have no effect on the vote.
RECORD DATE AND STOCK OWNERSHIP
Stockholders of record at the close of business on May 3, 1996, are
entitled to notice of and to vote at the Meeting. As of May 3, 1996, 12,458,871
shares of the Company's Common Stock (the "Common Stock"), $.0001 par value,
were issued and outstanding, and 4,992,853 shares were held by the Company in
treasury.
<PAGE> 4
On that date, there were 970 stockholders of record. All information in this
Proxy Statement has been adjusted for stock splits and dividends.
As of March 31, 1996, the following table sets forth the beneficial
ownership of the Common Stock of the Company by each director who owns shares,
by the director nominees, all executive officers named in the Summary
Compensation Table, all directors and executive officers as a group and by all
persons known by the Company to be the beneficial owners of more than 5% of the
Company's Common Stock. The information as to beneficial stock ownership is
based on data furnished by the persons concerning whom such information is
given.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
---------------------------------------
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF TOTAL
---------------------------------------------------- ---------------- ----------------
<S> <C> <C>
William P. Foley, II................................ 3,364,916(1)(2) 23.5%
17911 Von Karman Ave., #500
Irvine, CA 92714
Weiss, Peck & Grier, L.L.C.......................... 662,600 4.6%
One New York Plaza
New York, NY 1004-1950
Frank P. Willey..................................... 587,754(2) 4.1%
17911 Von Karman Ave., #500
Irvine, CA 92714
William A. Imparato................................. 10,062(2) *
1515 East Missouri Ave., Bld. A
Phoenix, AZ 85014
Donald M. Koll...................................... 1,832(2) *
4343 Von Karman Ave.
Newport Beach, CA 92660
Daniel D. (Ron) Lane................................ 68,750(2) *
14 Corporate Plaza
Newport Beach, CA 92660
Stephen C. Mahood................................... 24,549(2) *
500 Crescent Ct., #270
Dallas, TX 75201
J. Thomas Talbot.................................... 17,050(2) *
500 Newport Center Dr., #900
Newport Beach, CA 92660
Cary H. Thompson.................................... 10,725(2) *
3731 Wilshire Blvd., 10th Flr.
Los Angeles, CA 90010
Patrick F. Stone.................................... 65,570(2) *
17911 Von Karman Ave., #500
Irvine, CA 92714
Carl A. Strunk...................................... 119,276(2) *
17911 Von Karman Ave., #500
Irvine, CA 92714
Raymond R. Quirk.................................... 112,269(2) *
17911 Von Karman Ave., #500
Irvine, CA 92714
All directors and officers as a group
(14 persons)...................................... 4,448,083 31.1%
</TABLE>
- ---------------
* Represents less than 1%.
(1) Included in this amount are 1,517,320 shares held by Folco Development
Corporation, of which Mr. Foley and his spouse are the sole stockholders;
Mr. Foley is a "controlling person" of the Company.
2
<PAGE> 5
(2) Includes currently exercisable stock options for Mr. Foley of 210,599 shares
under the 1991 Stock Option Plan and 495,000 shares under the 1987 Stock
Option Plan; currently exercisable stock options for Mr. Willey of 64,171
shares under the 1991 Stock Option Plan and 90,750 shares under the 1987
Stock Option Plan; includes currently exercisable stock options for Mr.
Imparato of 8,250 shares under the 1993 Stock Option Plan; includes
currently exercisable stock options for Mr. Koll of 1,832 shares under the
1993 Stock Option Plan; currently exercisable stock options for Mr. Lane of
8,250 shares under the 1993 Stock Option Plan; currently exercisable stock
options for Mr. Mahood of 6,380 shares under the 1993 Stock Option Plan;
currently exercisable stock options for Mr. Talbot for 8,250 shares under
the 1993 Stock Option Plan, currently exercisable stock options for Mr.
Thompson for 8,250 shares under the 1993 Stock Option Plan; currently
exercisable stock options for Mr. Strunk of 23,650 shares under the 1991
Stock Option Plan and 63,250 shares under the 1987 Stock Option Plan;
currently exercisable stock options for Mr. Stone of 57,949 shares under the
1991 Stock Option Plan and currently exercisable stock options for Mr. Quirk
of 16,500 shares under the 1993 Stock Option Plan and 20,833 shares under
the 1991 Stock Option Plan.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented by such
stockholders at the Company's 1997 Annual Meeting must be received by the
Company no later than January 7, 1997, in order that they may be considered for
inclusion in the Proxy Statement and form of proxy relating to that meeting.
3
<PAGE> 6
ELECTION OF DIRECTORS
NOMINEES
Under the Bylaws, the Company may have up to nine directors. The Board of
Directors currently consists of eight members. Terms of the members of the Board
of Directors are for three-year periods and expire as follows:
<TABLE>
<CAPTION>
EXPIRATION
----------
<S> <C>
William P. Foley, II......................... 1996
Frank P. Willey.............................. 1996
Daniel D. (Ron) Lane......................... 1996
J. Thomas Talbot............................. 1997
Stephen C. Mahood............................ 1997
William A. Imparato.......................... 1998
Cary H. Thompson............................. 1998
Donald M. Koll............................... 1998
</TABLE>
Three directors, Messrs. Foley, Willey and Lane, are proposed to be elected
at the Meeting for three-year terms expiring in 1999 or until their successors
have been elected and qualified or until their earlier death, resignation or
removal. All three nominees are up for reelection. Unless otherwise instructed,
the proxy holders will vote the proxies received by them for Messrs. Foley,
Willey and Lane, the Company's nominees. In the event that a nominee of the
Company is unable or declines to serve as a director at the time of the Meeting,
proxies will be voted for any nominee who shall be designated by the present
Board of Directors to fill the vacancy. It is not expected any nominee will be
unable or will decline to serve as a director.
Any stockholder entitled to vote for the election of directors at a meeting
may nominate persons for election as directors only if written notice of the
stockholder's intent to make such nomination is given, either by personal
delivery or by United States mail, postage prepaid and addressed to: Secretary,
Fidelity National Financial, Inc., 17911 Von Karman Avenue, Irvine, California
92714, not later than: (i) with respect to any election to be held at an Annual
Meeting of Stockholders, 90 days in advance of such Meeting, and (ii) with
respect to any election to be held at a Special Meeting of Stockholders for the
election of directors, the close of business on the 10th day following the date
on which notice of such meeting is first given to stockholders. Each such notice
must set forth: (a) the name and address of the stockholder who intends to make
the nomination and of the person or persons to be nominated; (b) a
representation that such stockholder is a holder of record of stock of the
Company entitled to vote at such meeting and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice;
(c) a description of all arrangements or understandings between such stockholder
and each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by such
stockholder; (d) such other information regarding each nominee proposed by such
stockholder as would have been required to be included in a Proxy Statement
filed pursuant to the proxy rules of the Securities and Exchange Commission if
such nominee had been nominated or intended to be nominated by the Board of
Directors; and (e) the consent of each nominee to serve as a director of the
Company, if elected. The Chairman of a stockholders' meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.
4
<PAGE> 7
The names of the director nominees, all directors, and all executive
officers, and certain information about them, are set forth below:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
--------------------------------- --- --------------------------------- --------
<S> <C> <C> <C>
William P. Foley, II............. 51 Chairman of the Board and Chief 1984
Executive Officer
Frank P. Willey.................. 42 Director and President 1986
William A. Imparato.............. 49 Director 1986
Donald M. Koll................... 63 Director 1995
Daniel D. (Ron) Lane............. 61 Director 1989
Stephen C. Mahood................ 54 Director 1994
J. Thomas Talbot................. 60 Director 1990
Cary H. Thompson................. 39 Director 1992
Carl A. Strunk................... 58 Executive Vice President, Chief N/A
Financial Officer and Treasurer
Andrew F. Puzder................. 45 Executive Vice President and N/A
General Counsel
Patrick F. Stone................. 48 Executive Vice President N/A
M'Liss Jones Kane................ 43 Senior Vice President, Corporate N/A
Counsel and Corporate Secretary
Gary R. Nelson................... 48 Vice President N/A
</TABLE>
WILLIAM P. FOLEY, II
Mr. Foley is the Chairman of the Board, and Chief Executive Officer of the
Company and has been since its formation in 1984. Mr. Foley was President of the
Company from its formation in 1984 until December 31, 1994. He is Chairman of
the Board and Chief Executive Officer of Fidelity National Title Insurance
Company ("Fidelity Title") and has been since April 1981. Mr. Foley is also
currently serving as Chairman of the Board and Chief Executive Officer of CKE
Restaurants, Inc. and is a director of Micro General Corporation.
FRANK P. WILLEY
Mr. Willey is President and a director of the Company. He served as an
Executive Vice President and General Counsel of the Company from its formation
until December 31, 1994, and has served as the Executive Vice President and
General Counsel of Fidelity Title since 1984. He has served in various
capacities with subsidiaries and affiliates of the Company since joining it in
1984. Mr. Willey is also a director of CKE Restaurants, Inc. and Southern
Pacific Funding Corporation.
WILLIAM A. IMPARATO
Mr. Imparato has been a director of the Company since December 1986. From
June 1990 to December 1993, Mr. Imparato was President of the Company's
wholly-owned real estate subsidiary Manchester Development Corporation
("Manchester"). Since July 1980, he has been a partner in Park West Development
Company, a real estate development firm headquartered in Phoenix, Arizona.
DONALD M. KOLL
Mr. Koll is Chairman of the Board and Chief Executive Officer of The Koll
Company and has been since its formation on March 26, 1962. Mr. Koll is also a
director of Koll Real Estate Group, Inc.
DANIEL D. (RON) LANE
Mr. Lane has been a director of the Company since September 1989. Since
February 1983, he has been a principal, Chairman and Chief Executive Officer of
Lane/Kuhn Pacific, Inc., a corporation that consists of several community
development and home-building partnerships, all of which are headquartered in
Newport
5
<PAGE> 8
Beach, California. Mr. Lane has also served as a director of Hawaiian Airlines,
Inc. since January 1990, as a director of Resort Income Investors, Inc. since
September 1990, and as Chairman of the Board and Chief Executive Officer of Pro
Shot Golf, Inc. since August 1994. He is Vice Chairman of the Board of Directors
of CKE Restaurants, Inc.
STEPHEN C. MAHOOD
Mr. Mahood is a lawyer and a private investor. He was associated with
SEDCO, Inc., a large offshore oil well drilling contractor, from 1966 until it
was acquired by Schlumberger, Ltd. in 1985, at which time he was President of
SEDCO Energy Corporation, an Executive Vice President and director of SEDCO,
Inc. and a director of the International Association of Drilling Contractors.
Mr. Mahood served as a Trustee of the Teachers' Retirement System of Texas from
1987-1993. Mr. Mahood currently serves as a director of Maxor National Pharmacy
Services Corporation.
J. THOMAS TALBOT
Mr. Talbot has been a director of the Company since December 1990. He was
formerly Chairman of the Board and Chief Executive Officer of HAL, Inc. and its
subsidiaries Hawaiian Airlines and West Maui Airport, and served in various
executive capacities with those companies until June 1991. Between August 1992
and March 1994, Mr. Talbot was Chairman and Chief Executive Officer of Alliance
Bancorp, which was being liquidated. Mr. Talbot has been a general partner of
Shaw & Talbot, a real estate investment and development company, since 1975. He
was Chairman of Jet America Airlines from 1981 to 1987, when it merged with
Alaska Air Group. Mr. Talbot is currently serving as a director of the Hallwood
Group, Showbiz Pizza Time, Inc., Koll Real Estate Group, Hemmeter Enterprises,
Inc. and the Baldwin Company.
CARY H. THOMPSON
Mr. Thompson has been a director of the Company since July 1992. Mr.
Thompson is currently Chief Operating Officer and a director of Aames Financial
Corporation. Mr. Thompson was a managing director of Nat West Markets from May
of 1994 through March of 1995. Mr. Thompson was Senior Vice President and
managed the West Coast Financial Institutions Group for Oppenheimer & Co., Inc.,
an investment banking firm from 1989 to May 1994. Prior to that time, he was a
partner with the law firm of Manatt, Phelps, Rothenberg and Phillips.
CARL A. STRUNK
Mr. Strunk joined Fidelity Title in February 1992 as an Executive Vice
President. He was named an Executive Vice President and Chief Financial Officer
of the Company in March 1992. Prior to his employment with the Company, Mr.
Strunk was President of Land Resources Corporation from 1986 to 1991. Mr. Strunk
is a certified public accountant. Mr. Strunk currently serves as a director of
Micro General Corporation and Pac Rim Holding Corporation.
ANDREW F. PUZDER
Mr. Puzder has been an Executive Vice President and General Counsel of the
Company since January 1, 1995. From March 1994 through December 1994, he was a
partner at the law firm of Stradling, Yocca, Carlson and Rauth. Prior to that he
was a partner at Lewis, D' Amato, Brisbois and Bisgaard, a law firm, from
September 1991 through March 1994, and he was a partner of the Stolar
Partnership from February 1984 through September 1991.
PATRICK F. STONE
Mr. Stone has been an Executive Vice President of the Company since May 1,
1995. On May 1, 1995, he became President of Fidelity National Title Insurance
Company. From February 1989 to May 1995 he was President of Fidelity National
Title Company of Oregon.
6
<PAGE> 9
M'LISS JONES KANE
Ms. Kane has been a Senior Vice President and Corporate Counsel since March
1995 and became Corporate Secretary in April 1995. Prior to that she was with
the ICN Pharmaceuticals, Inc. group of companies from March of 1990 as Vice
President, General Counsel and Secretary of ICN Biomedicals, Inc. and
subsequently as Vice President, General Counsel and Secretary of SPI
Pharmaceuticals, Inc.
RAYMOND R. QUIRK
Mr. Quirk has been a Vice President of the Company since June 1993, and has
been an Executive Vice President and a Regional Manager of Fidelity Title since
August 1991. Mr. Quirk has been employed by Fidelity Title in other management
positions since November 1987.
GARY R. NELSON
Mr. Nelson has been a Vice President of the Company since September 26,
1994. From August 1993 to September 1994 he was Chief Financial Officer of World
Title Company. From May 1991 to July 1993 Mr. Nelson was Senior Vice President
of Mergers and Acquisitions of the Company. From January 1988 to May 1991 he was
a Vice President, Chief Financial Officer and Treasurer of the Company. Mr.
Nelson is a certified public accountant.
BOARD MEETINGS AND COMMITTEES
The Board of Directors held a total of four formal meetings during the year
ended December 31, 1995. No director attended fewer than 100% of the aggregate
of all meetings of the Board of Directors or any committee in 1995.
The Board presently has an Audit Committee, a Compensation Committee and an
Executive Committee, but does not have a Nominating Committee. The Audit
Committee, which consists of Messrs. Lane, Mahood and Talbot, met one time
during 1995. The Audit Committee meets independently with the internal audit
staff, representatives of the Company's independent auditors and representatives
of senior management. The Audit Committee reviews the general scope of the
Company's annual audit, the fee charged by the independent auditors and other
matters relating to internal control systems. In addition, the Audit Committee
is responsible for reviewing and monitoring the performance of non-audit
services by the Company's auditors. The Committee is also responsible for
recommending the engagement or discharge of the Company's independent auditors.
The Compensation Committee currently consists of Messrs. Lane, Talbot and
Thompson. The Compensation Committee, either alone or in conjunction with other
Board committees, reviews and reports to the Board the salary, fee and benefit
programs designed for senior management, officers and directors with a view to
ensure that the Company is attracting and retaining highly-qualified individuals
through competitive salary, fee and benefit programs and encouraging continued
extraordinary effort through incentive rewards. The Compensation Committee met
one time during 1995.
The Company also has an Executive Committee consisting of Messrs. Foley,
Willey and Talbot. The Executive Committee may invoke all of the power and
authority of the Board of Directors in the management of the business and the
affairs of the Company, except those powers which, by law, cannot be delegated
by the Board of Directors. The Executive Committee did not meet during 1995.
7
<PAGE> 10
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation paid by the
Company for services rendered during fiscal years 1995, 1994 and 1993 for the
Company's Chief Executive Officer and the four most highly compensated current
executive officers whose salary and bonus exceeded $100,000 in 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
------------------------------------ COMPENSATION
OTHER ------------
ANNUAL AWARDS- ALL OTHER
BONUS COMPENSATION OPTIONS(#) COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) ($)(1) (2) (1)(3)(4) ($)(5)
- ------------------------------- ----- --------- --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
William P. Foley II............ 1995 $ 394,008 $ 430,000 $ 135,914 171,600 $ 29,343
Chairman of the Board 1994 369,951 505,000 117,134 188,100 45,770
and Chief Executive Officer 1993 394,008 415,000 96,322 199,650 44,558
Frank P. Willey................ 1995 200,000 120,000 -- 46,200 14,577
President 1994 189,389 145,000 -- 26,400 14,521
1993 190,833 141,500 -- 38,445
Patrick F. Stone............... 1995 226,950 222,160 -- 2,200 6,248
Executive Vice President(6)
Carl A Strunk.................. 1995 200,000 110,000 -- 26,400 --
Executive Vice President 1994 189,359 135,000 -- 24,200 --
Chief Executive Officer and 1993 199,083 70,000 -- 36,300
Treasurer
Raymond R. Quirk............... 1995 180,000 75,000 -- 16,500 7,888
Vice President 1994 160,192 100,000 -- 5,500 6,674
1993 140,900 100,000 -- 8,250 10,402
</TABLE>
- ---------------
(1) Consists of cash bonuses in the years paid or deferred to reduce the
exercise price of stock options granted to the above-noted key employees to
less than fair market value of the common stock at the date of grant,
pursuant to the Company's 1991 Stock Option Plan. Bonuses were awarded
during the year following the fiscal year to which the bonuses relate, based
on an evaluation by the Compensation Committee of the Board of Directors.
The amount of deferred bonuses included in this column for 1994, 1993 and
1992, the most recent three years for which the options were granted, are as
follows: (i) Mr. Foley: $30,000, -- 1994 bonus; $105,000, -- 1993 bonus;
$105,000, -- 1992 bonus; (ii) Mr. Willey: $10,000, -- 1994 bonus;
$35,000, -- 1993 bonus; $31,500, -- 1992 bonus; (iii) Mr. Stone:
$10,000, -- 1994 bonus; (iv) Mr. Strunk: $20,000, -- 1994 bonus;
$35,000, -- 1993 bonus; $35,000, -- 1992 bonus; (v) Mr. Quirk: $0, -- 1994
bonus; $25,000, -- 1993 bonus; $25,000, -- 1992 bonus.
(2) Certain incidental perquisites or other personal benefits for executive
officers of the Company (not otherwise disclosed in this Proxy Statement)
may result from expenses incurred by the Company or its subsidiaries in the
interest of attracting and retaining qualified personnel. The incremental
cost to the Company and its subsidiaries of providing such incidental
perquisites or other personal benefits for executive officers named in the
Summary Compensation Table, did not exceed the lesser of $50,000 or 10% of
the total annual salary and bonus reported in fiscal 1995 for the named
executive officer. Other Annual Compensation for Mr. Foley included the cost
of (i) a Company provided automobile -- $9,000 in 1995, $9,000 in 1994 and
$9,000 in 1993; and (ii) tax and financial planning advice provided by third
parties to Mr. Foley and Folco Development Corporation -- $126,914 in 1995,
$108,134 in 1994 and $87,322 in 1993.
(3) The number of options granted per year in this column for 1994, 1993 and
1992, the three year period for which the options were granted, are as
follows: (i) Mr. Foley: 1994 -- grant 6,600 options granted under the 1991
Stock Option Plan and 165,000 options granted under the 1987 Stock Option
Plan; 1993 grant -- 23,100 options granted under the 1991 Stock Option Plan,
and 165,000 options granted under the 1987 Stock Option Plan, 1992
grant -- 34,650 options granted under the 1991 Stock Option Plan, and
8
<PAGE> 11
165,000 options granted under the 1987 Stock Option Plan; (ii) Mr. Willey:
1994 grant -- 2,200 options granted under the 1991 Stock Option Plan and
44,000 options granted under the 1987 Stock Option Plan; 1993 grant -- 7,700
options granted under the 1991 Stock Option Plan and 18,700 options under
the 1987 Stock Option Plan, 1992 grant -- 10,395 options granted under the
1991 Stock Option Plan and 28,050 options granted under the 1987 Stock
Option Plan; (iii) Mr. Stone: 1994 grant -- 2,200 options granted under the
1991 Stock Option Plan; (iv) Mr. Strunk: 1994 grant -- 4,400 options granted
under the 1991 Stock Option Plan and 22,000 options granted under the 1987
Stock Option Plan; 1993 grant -- 7,700 options granted under the 1991 Stock
Option Plan and 16,500 options under the 1987 Stock Option Plan, 1992
grant -- 11,550 options granted under the 1991 Stock Option Plan and 24,750
options granted under the 1987 Stock Option Plan; (v) Mr. Quirk: 1994
grant -- 16,500 options granted under the 1993 Stock Option Plan; 1993
grant -- 5,500 options under the 1991 Stock Option Plan, and the 1992
grant -- 8,250 options granted under the 1991 Stock Option Plan.
(4) The Company does not have any long-term incentive plans or compensation
plans pursuant to which stock appreciation rights or restricted stock is
awarded to officers or directors.
(5) Consists of Company cash contributions to the Employee Stock Purchase Plan
on behalf of the individuals named in the Summary Compensation Table, except
for Mr. Foley. All Other Compensation for Mr. Foley includes imputed income
of $725, $1,426 and $1,222 for 1995, 1994, and 1993, respectively, from a
joint life split dollar insurance policy.
(6) Mr. Stone was not an officer of the Company prior to May 1995.
Certain executive officers received loans from subsidiaries of the Company
in amounts in excess of $60,000 after January 1, 1995. The executive officers
Frank P. Willey, loan amount $200,000 at an interest rate of prime plus 1% per
annum, largest aggregate amount outstanding at any time during the period
$215,917; Carl A. Strunk, loan amount $184,750 at an interest rate of 10% per
annum, largest aggregate amount outstanding at any time during the period
$201,993; Patrick F. Stone, loan amount $200,000 at an interest rate of prime
per annum, largest aggregate amount outstanding at any time during the period
$207,166; Raymond R. Quirk, loan amount $200,000 at an interest rate of 10% per
annum, largest aggregate amount outstanding at any time during the period
$211,777.
9
<PAGE> 12
OPTION GRANTS
The following table provides information as to options to purchase common
stock granted to the named individuals during 1995 pursuant to the Company's
1993, 1991 and 1987 Stock Option Plans. The Company does not currently grant
stock appreciation rights to officers or directors.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
PERCENT OF AT ASSUMED
TOTAL MARKET ANNUAL RATES OF
NUMBER OF OPTIONS PRICE AT STOCK PRICE
SECURITIES GRANTED TO DATE OF APPRECIATION FOR
UNDERLYING EMPLOYEES GRANT, LESS EXERCISE OR OPTION TERM
OPTIONS IN FISCAL DEFERRED BASE PRICE(1) EXPIRATION -------------------------
NAME GRANTED(#) YEAR BONUSES(1) ($/SH) DATE 5%($) 0%($)
- ----------------------- ----------- ---------- ----------- ------------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1993 STOCK OPTION PLAN
Raymond R. Quirk....... 16,500 20.5% $ 9.20 $ 9.20 04/16/05 $ 95,518. $ 242,062.
1991 STOCK OPTION PLAN
William P. Foley, II... 6,600 12.9% $ 4.77 $ 1.95 04/07/07 $ 67,567. $ 150,151.
Frank P. Willey........ 2,200 4.3% 4.77 1.95 04/07/07 22,522. 50,050.
Patrick F. Stone....... 2,200 4.3% 4.77 1.95 04/07/07 22,522. 50,050.
Carl A. Strunk......... 4,400 8.6% 4.77 1.95 04/07/07 45,044. 100,101.
1987 STOCK OPTION PLAN
William P. Foley, II... 165,000 60.0% $ 9.20 $ 9.20 04/16/05 $ 955,181. $2,420,616.
Frank P. Willey........ 44,000 16.0% 9.20 9.20 04/16/05 254,715. 645,498.
Carl A. Strunk......... 22,000 8.0% 9.20 9.20 04/16/05 127,357. 322,749.
TOTAL -- 1993, 1991 AND 1987 STOCK OPTION PLANS
04/07/07-
William P. Foley, II... 171,600 42.2% $ 4.77-9.20 $ 1.95-9.20 04/16/05 $1,022,748. $2,570,767.
04/07/07-
Frank P. Willey........ 46,200 11.4% 4.77-9.20 1.95-9.20 04/16/05 277,237. 695,548.
Patrick F. Stone....... 2,200 0.5% 4.77 1.95 04/07/07 22,522. 50,050.
04/07/07-
Carl A. Strunk......... 26,400 6.5% 4.77-9.20 1.95-9.20 04/16/05 172,401. 422,850.
Raymond R. Quirk....... 16,500 4.1% 9.20 9.20 04/16/05 95,518. 242,062.
</TABLE>
- ---------------
(1) The options granted in 1995 under the 1991 Stock Option Plan were granted at
an exercise price of $9.32 to key employees of the Company who applied
deferred bonuses expensed in 1995 (see (1) of Summary Compensation Table) to
the exercise price, thereby reducing such price to $4.77 per share if
exercised within the first year of grant. The exercise price of these
options decreases approximately 7% per year through 2000 and $.20 per share
from 2001 through 2007 at which time the exercise price will be $1.95. The
options granted in 1995 under the 1993 and 1987 Stock Option Plans were
granted at an exercise price of $9.20 per share, the market price at the
date of grant. These options became exercisable on April 17, 1996.
10
<PAGE> 13
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table summarizes information regarding exercises of stock
options by the named individuals during 1995 and unexercised options held by
them as of December 31, 1995. The Company did not reprice any existing options
during the last completed fiscal year.
AGGREGATED STOCK OPTION EXERCISES
IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS AT IN-THE-MONEY
FY-END OPTIONS AT FY-END
SHARES ACQUIRED VALUE REALIZED (#)EXERCISABLE ($)EXERCISABLE/
NAME EXERCISE(#) ($) UNEXERCISABLE(1)(2) UNEXERCISABLE(1)(2)
- ----------------------------- --------------- -------------- ------------------- ---------------------
<S> <C> <C> <C> <C>
William P. Foley, II......... -- -- 540,599./165,000. 3,534,019./1,276,275.
Frank P. Willey.............. -- -- 110,921./44,000. 866,203./340,340.
Patrick A. Stone............. -- -- 57,949/0. 355,085./0.
Carl A. Strunk............... -- -- 64,900./22,000. 270,369./170,170.
Raymond R. Quirk............. -- -- 20,833./16,500. 141,736./127,628.
</TABLE>
- ---------------
(1) Number of exercisable shares and corresponding values relate to options
granted under the 1993, 1991 and 1987 Stock Option Plans. The exercise price
varies based upon the exercise price at the time of grant and the amount of
deferred bonus applied by the officer to reduce the exercise price. See
Summary Compensation Table above. The value of unexercised options at
year-end is calculated as the difference between the market value of the
underlying security, $16.94 per share, and the exercise price of the option
at year-end, less the bonus deferral. The exercise prices of the options at
year-end were as follows: (i) Mr. Foley -- options to purchase 6,600 shares
at $4.773 per share, 23,100 shares at $7.818 per share, options to purchase
34,650 shares at $9.227 per share, options to purchase 47,249 shares at
$3.715 per share and options to purchase 99,000 shares at $.985 per share
under the 1991 Plan; and options to purchase 165,000 shares at $12.614 and
165,000 shares at $13.864 under the 1987 Plan; (ii) Mr. Willey -- options to
purchase 2,200 shares at $4.773 per share, 7,700 shares at $7.818 per share,
options to purchase 10,395 shares at $9.227 per share, options to purchase
14,176 shares at $3.715 per share, and options to purchase 29,700 shares at
$.985 per share under the 1991 Plan; and options to purchase 18,700 shares
at $12.614 per share and 28,050 shares at $13.864 per share under the 1987
Plan; (iii) Mr. Stone -- options to purchase 2,200 shares at $4.773 per
share, options to purchase 12,100 shares at $7.818, 31,223 shares at $9.227
and 12,426 shares at $3.715 per share under the 1991 Plan; (iv) Mr.
Strunk -- options to purchase 4,400 shares at $4.773 per share, 7,700 shares
at $7.818 per share and options to purchase 11,550 shares at $9.227 per
share under the 1991 Plan; and options to purchase 16,500 shares at $12.614
per share and 24,750 shares at $13.864 per share under the 1987 Plan; and
(v) Mr. Quirk -- options to purchase 5,500 shares at $7.818 per share,
options to purchase 8,250 shares at $9.227 per share and options to purchase
7,083 shares at $3.715 per share under the 1991 Plan.
(2) Number of unexercisable shares and corresponding value relate to options
granted under the Company's 1993 and 1987 Stock Option Plans. The value of
these unexercisable options represents the difference between the year-end
market value of the underlying security of $16.94 per share and the exercise
price of the option at year-end of $9.205 per share. These options became
exercisable on April 17, 1996.
EMPLOYMENT AGREEMENT
The Company entered into a five-year employment agreement (the "Agreement")
with its Chairman and Chief Executive Officer, Mr. Foley, effective April 1,
1991 and entered into an amendment (the "Amendment") to the employment agreement
effective on January 1, 1996, for an additional five year period through April
1, 2001. The Amendment adjusted his minimum annual base salary to $600,000. The
Board will review Mr. Foley's minimum base annual salary in March 1998 and may
in its sole discretion increase such minimum
11
<PAGE> 14
base annual salary for the remainder of the term of the Amendment based upon Mr.
Foley's performance during the first two years of the Amendment. The Agreement
and Amendment include other compensation and executive fringe benefits,
including an annual bonus calculated based on the Company's return on equity
before extraordinary items, a $1,000,000 insurance policy payable to the
beneficiary of his choice and a joint life split dollar insurance arrangement
under which the Company advances the premiums and retains the full cash value of
the policy. There is a change of control provision in the Amendment enabling Mr.
Foley to terminate this Agreement due to a change in control during the period
commencing 60 days and expiring 365 days after such change in control. In the
event of termination of the Agreement for Good Reason (defined in the Agreement
as a change in control) or if Mr. Foley's employment is terminated following a
change of control due to a breach of this Agreement then he shall receive (i)
his salary through the date of termination, (ii) severance pay in an amount
equal to his annual salary in effect as of the date of termination plus the
total bonus paid or payable to him for the most recent calendar year multiplied
by 3 years or the number of years (including partial years) remaining in the
Agreement, such payment to be made in a lump sum on or before the fifth day
following the date of termination, (iii) maintenance of all benefit plans and
programs for Mr. Foley for the number of 3 years or the number of years
(including partial years) remaining in the Agreement. The Company obtained a
covenant from Mr. Foley that he will not compete with the Company or disclose
its trade secrets both during employment or in the event the agreement ends or
Mr. Foley's employment is terminated. The agreement allows the Company to
terminate Mr. Foley for cause under certain circumstances. Upon Mr. Foley's
death, his estate will receive a payment in the amount of two years' base
salary. Upon incapacity or disability for a continuous period of nine months,
the Company may terminate the employment contract with Mr. Foley upon payment of
an amount equal to two years' base salary.
DIRECTOR COMPENSATION
Directors who are not employees of the Company receive $2,500 per Board
meeting attended (or $1,250 per committee meeting attended), plus reimbursement
of reasonable expenses. Directors who are employees of the Company do not
receive any compensation for acting as directors, except for reimbursement of
reasonable expenses, if any, for Board meeting attendance.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1995, Messrs. Thompson, Talbot and Lane served as members of the
Compensation Committee. The Compensation Committee is currently composed of
three independent directors. No member of the Compensation Committee is a former
or current officer or employee of the Company or any of its subsidiaries, and
there are no interlocking directorships.
Mr. Thompson has served as a member of the Compensation Committee since
March 1993. In March 1993, the Company issued and sold its Senior Secured Notes
in the aggregate principal amount of $22.5 million to certain institutional
investors in a private placement. Oppenheimer & Co., Inc. received approximately
$300,000 as a placement fee in connection with this transaction. Mr. Thompson
was employed by Oppenheimer & Co., Inc., until May of 1994.
In April 1993, the Company issued 1,402,500 shares of its common stock in a
public offering in which Oppenheimer & Co., Inc. served as one of three primary
underwriters. Oppenheimer & Co., Inc. received a discount of approximately 5.5%
on the shares it purchased from the Company, which was an underwriting discount
consistent with industry practice.
12
<PAGE> 15
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The following report of the Compensation Committee to the Board of
Directors shall not be deemed to be incorporated by reference into any previous
filing by the Company under either the Securities Act of 1933 ("Securities Act")
or the Securities Exchange Act of 1934 ("Exchange Act") that incorporates future
Securities Act or Exchange Act filings in whole or in part by reference.
To the Board of Directors:
GENERAL
The Compensation Committee of the Board of Directors is responsible for
establishing and administering the policies that govern executive compensation
and benefit practices. The Compensation Committee evaluates the performance of
the executive officers and determines their compensation levels, in terms of
salary, annual bonus and related benefits, all subject to Board approval. The
Compensation Committee has access to independent compensation data for use in
assessing levels of compensation for officers of the Company.
COMPENSATION PHILOSOPHY
The Company's executive compensation programs are designed to (i) provide
levels of compensation that integrate pay and incentive plans with the Company's
strategic goals, so as to align the interests of executive management with the
long-term interests of the stockholders; (ii) motivate Company executives to
achieve the strategic business goals of the Company and to recognize their
individual contributions; and (iii) provide compensation opportunities which are
competitive to those offered by other national title insurance companies and
other middle-market corporations similar in size and performance. Although the
exact identity of the corporations surveyed varies, these generally include
title companies and other corporations equal to or larger than the Company. Most
of the title companies surveyed are included in the Peer Group Index utilized in
the "Performance Graph" set forth below.
Therefore, the Compensation Committee believes that the components of
executive compensation should include base salary, annual cash bonus, stock
option grants and other benefits and should be linked to individual and Company
performance. With regard to the Company's performance, the measures used for
determining appropriate levels of compensation for executive officers include
the Company's national market share, net margin, quality of service, meeting
strategic goals within the current economic climate and industry environment,
scope of responsibilities, expansion by acquisition or otherwise, profit
retention and profitability, all of which combine to enhance stockholder value.
BASE SALARY
The Committee considers Company management proposals concerning salary
adjustments for executive officers, with the exception of Mr. Foley, its
Chairman and Chief Executive Officer, whose compensation was established under
the terms of an employment agreement entered into in 1991 and amended in 1996
with the approval of the Board of Directors. The Compensation Committee then
makes recommendations to the entire Board of Directors for their approval.
In determining base salaries for executives for 1995, the Compensation
Committee considered the Company's earnings, outside surveys of salary levels of
other title insurance companies and other similar corporations, individual
performance and achievement, areas of responsibility, position tenure and
internal comparability. Salaries of certain executive officers were adjusted in
1995.
ANNUAL CASH BONUSES
Executive officers of the Company are eligible for annual bonuses which may
be paid in the form of cash or as deferred compensation. Given the Company's
performance in 1994, the Compensation Committee approved bonuses for the
executives during 1995.
13
<PAGE> 16
STOCK OPTION GRANTS
As indicated above, an important element of the Company's compensation
philosophy is the desire to align the interests of the executive officers with
the long-term interests of the Company's stockholders. In order to meet this
desire, the Board of Directors adopted a performance-based stock option plan in
1991 for executive officers, key employees and branch managers of the Company
that allows participants to defer a portion of their bonus income in order to
reduce their option exercise price. Additionally, the Company's Board of
Directors and stockholders had previously approved the adoption of the Company's
1987 Stock Option Plan, pursuant to which the Company may grant stock options to
certain key employees and non-employee directors or officers, and in 1994 the
Board of Directors and stockholders approved the 1993 Stock Plan pursuant to
which the Company may grant stock options to certain key employees and
nonemployee directors and officers. The purpose of these plans is to attract,
retain and award executive officers and directors and to furnish incentives to
these persons to improve operations, increase profits and positively impact the
Company's long-term performance. Consistent with these objectives, the
Compensation Committee has approved the granting of options in 1995 concerning
the year 1994 to executive officers (i) under the 1991 Stock Option Plan as
follows: Mr. Foley, options to purchase 6,600 shares; Mr. Willey, options to
purchase 2,200 shares; Mr. Stone, options to purchase 2,200 shares; Mr. Strunk,
options to purchase 4,400 shares; (ii) under the 1987 Stock Option Plan as
follows: Mr. Foley, options to purchase 165,000 shares; Mr. Willey, options to
purchase 44,000 shares; Mr. Strunk, options to purchase 22,000 shares; (iii)
under the 1993 Plan as follows: Mr. Koll, options to purchase 5,500 shares; Mr.
Quirk, options to purchase 16,500 shares; and Mr. Puzder, options to purchase
55,000 shares.
May 6, 1996 Compensation Committee:
Daniel D. (Ron) Lane
J. Thomas Talbot
Cary H. Thompson
14
<PAGE> 17
PERFORMANCE GRAPH
Set forth below is a graph comparing cumulative total stockholder return on
the Company's common stock against the cumulative total return on the S&P 500
Index and against the cumulative total return of a peer group index comprised of
certain companies for the industry in which the Company competes (SIC code
6361 -- Title Insurance) for the five-year period ending December 31, 1995. This
peer group consists of the following companies: Alleghany Corporation, Capital
Guaranty Corporation, First American Financial Corporation, Investors Title
Insurance Company, Lawyers Title Corporation and Stewart Information Services
Corp. The peer group comparison has been weighted based on the Company's stock
market capitalization. The graph assumes an initial investment of $100.00 on
January 1, 1991 with dividends reinvested over the periods indicated.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
<TABLE>
<CAPTION>
FIDELITY
MEASUREMENT PERIOD NATIONAL S&P 500
(FISCAL YEAR COVERED) FINANCIAL INC INDEX PEER GROUP
--------------------- ------------- ------- ----------
<S> <C> <C> <C>
DEC-90 100 100 100
DEC-91 222.46 130.47 139.23
DEC-92 447.90 140.41 192.28
DEC-93 1,036.00 154.56 233.23
DEC-94 425.19 156.60 199.66
DEC-95 744.71 215.45 283.77
</TABLE>
ASSUMES $100 INVESTED ON JANUARY 1, 1991
ASSUMES DIVIDEND REINVESTED FISCAL YEAR ENDING DECEMBER 30, 1995
15
<PAGE> 18
RATIFICATION OF AN AMENDMENT TO THE
1991 STOCK OPTION PLAN
On March 19, 1991, the Company's Board of Directors approved the Company's
1991 Stock Option Plan (the "1991 Plan"). The 1991 Plan was ratified by the
stockholders of the Company in July 1992. The 1991 Plan provides for the award
by the Company of options to purchase Common Stock to certain executives, key
employees and branch managers of the Company and its subsidiaries. The purpose
of the 1991 Plan is to attract, retain and reward key employees and to provide
incentives to those persons to improve operations and increase profits.
Individuals to who options are granted may reduce the exercise price of such
options by electing to defer a portion of their annual bonuses which would
otherwise be payable in cash.
The 1991 Plan is administered on behalf of the Company by a committee
appointed by the Board of Directors of the Company and the committee has
discretion with respect to the grant of options and certain other aspects of the
1991 Plan. The Committee is composed of non-employee directors of the Company
who are not eligible to participate in the 1991 Plan.
The exercise price for individual options may be less than the fair market
value of the shares on the date of grant to reflect the value of a
participants's deferred bonus and may be further reduced by the committee to
encourage participants to hold their options longer. Exercise prices for
individual options are based upon the amount of deferred bonus contributed to
the 1991 Plan by or on behalf of the participant and the length of time that the
option is held by the participant. The longer the participant holds the option,
the lower the exercise price will be. Expiration dates and other material
conditions upon which the options may be exercised are determined by the
committee at the time of grant of each option, but not option may be granted
more than ten years after adoption of the 1991 Plan, nor exercised more than
twelve years after the date of grant.
When a given option is exercised, the Company will receive less than the
market price of the Company's Common Stock on the effective date of grant, to
take into account the amount of the deferred bonus contributed by the
participant, and the amount by which the exercise price has decreased since the
grant of the option. The 1991 Plan is not designed to provide any federal income
tax benefits to participants.
There were originally 750,000 shares of Common Stock reserved for issuance
under the 1991 Plan. At the 1993 meeting, the stockholders approved an amendment
to the 1991 Plan increasing the number of shares to 1,275,000. At the 1994
meeting, the stockholders approved an amendment to the 1991 Plan increasing the
number of shares to 1,775,000. As adjusted for stock dividends the number of
shares available under the 1991 plan is 1,952,500. As of April 15, 1996, options
to purchase 521,007 shares of Common Stock had been exercised; a total of
1,040,231 shares of Common Stock were subject to outstanding options; and
391,262 shares of Common Stock were available for future grant of options under
the 1991 Plan.
The 1991 Stock Option Plan did not contain an anti-dilution provision
providing that if the number of issued shares of Common Stock of the Company
changed the options would be kept whole. In December of 1995 the Board of
Directors approved an amendment to the 1991 Stock Option Plan deleting Section
6(a) of the 1991 Stock Option Plan in its entirety and replacing it as follows:
"Section 6. Future Adjustment Provisions
(a) If the Company shall at any time change the number of issued
shares of Common Stock without new consideration to the Company (by stock
dividend, stock split, or similar transaction), the total number of shares
covered by the outstanding option shall be adjusted so that the aggregate
consideration payable to the Company and the value of the option shall not
be changed."
Participants in the 1991 Stock Option Plan received adjustments to their
options pursuant to the amendment which adjustments were subject to the approval
of the stockholders. This 1991 Plan is a performance based plan which helps
align the interests of the executive offices with the long term interests of the
stockholders. Keeping the 1991 Plan values whole is consistent with the desire
to award the executive officers to furnish incentives to improve operations,
increase profits and positively impact the Company's long term performance.
16
<PAGE> 19
A restated copy of the 1991 Plan is attached hereto as Exhibit A.
The affirmative vote of a majority of the shares of the Company's common
stock represented in person or by proxy and entitled to vote at the Annual
Meeting is required for ratification of the amendment to the 1991 Stock Option
Plan.
The Board of Directors believes that it is in the best interests of the
Company to approve the amendment. The Board of Directors unanimously recommends
a vote for ratification of the amendment.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company previously made investments in real property for investment or
operating purposes, most of which, as described below, were in partnerships
which included one or more officers of the Company. All such transactions were
approved by a majority of the non-interested directors of the Company. The
Company believes these transactions were for terms and at rates no less
favorable to the Company than those which could have been obtained from
unrelated parties. As previously announced, the Company intends to reduce and
divest itself of real estate investments as market conditions permit.
The Company currently leases five of its facilities from partnerships or
other entities in which Manchester, or one or more of its officers have an
interest. These transactions are discussed below with respect to "Investments in
Partnerships" and "Transactions with Management and Others," respectively. The
Company believes that all such leases were on terms no less favorable than those
that could have then been obtained from unrelated parties.
Manchester has interests in, or acts as property manager for, the following
real estate partnerships in which one or more officers of the Company have an
interest. Certain officers of the Company have made contributions to these
partnerships in exchange for partnership interests that cannot be valued until
the dissolution of each individual partnership. Fidelity Title is a tenant in
certain of the properties owned by the partnerships discussed below.
INVESTMENTS IN PARTNERSHIPS
Folco Mission Valley Partners Limited Partnership ("Folco Mission Valley")
was formed in 1991 by Folco Development Corporation ("Folco"), a corporation of
which Mr. Foley and his spouse are the sole stockholders, as a 78% general
partner, and Fidelity National Title Insurance Company ("Fidelity Title"), as a
22% limited partner, for the purpose of acquiring from the Resolution Trust
Corporation an office building in San Diego County where Fidelity Title was the
sole tenant and conducted its San Diego County, California title operations.
Folco's 78% general partnership interest was assigned to Sussex Holdings, Ltd.
("Sussex"), an affiliate of Folco, in June 1992 and Fidelity Title's 22% limited
partnership interest was assigned to Manchester in January 1992. Fidelity Title
continues to lease the building for $28,272 per month, plus taxes, insurance and
other operating costs. As a result of entering into a lease with Folco Mission
Valley, Fidelity Title received a 30% discount from its previous annual rental
rate.
Goodyear Investors II General Partnership ("Goodyear II") was formed in
1986 by Manchester as a 50% partner, Folco as a 32.5% partner, Mr. Willey as a
2% partner, and others, to purchase, for investment, unimproved real property
located in Maricopa County, Arizona. Manchester's interest in Goodyear II was
transferred to the Company in June, 1993. As of March 31, 1996, Manchester,
Kensington Development Corporation ("Kensington"), which is 90% owned by
Manchester and 10% by Fidelity National Title Insurance Company of California
("Fidelity California") and the Company have contributed $1,025,000 to Goodyear
II. Kensington held this interest from 1988 to March 1996. The Company may be
required to make annual contributions of its pro rata share of property taxes
and insurance costs. All general partners have made their required pro rata
capital contributions. The Company and the other general partners received pro
rata capital distributions in March 1995.
Prospect Office Partners Limited Partnership ("Prospect Office Partners")
was formed in 1988 by Manchester as a combined 29.7% general and limited
partner, Mr. Foley as a 30.4% general partner, Mr. Willey as a 6.1% general
partner, and others, to develop an office building in Tustin, California.
Currently Manchester owns 70% of the partnership as a combined general and
limited partner (41.62% as a general
17
<PAGE> 20
partner and 28.38% as a limited partner) due to assignments of interests by
other general and limited partners. Mr. Foley and Mr. Willey transferred their
interests to Manchester without consideration and no longer have any partnership
interests in Prospect Office Partners. Approximately one-half of the building is
leased by Fidelity Title for its Orange County title operations. Manchester
advanced to the partnership, at an interest rate of 12% per annum, amounts
necessary to fund operating deficits. These advances were assigned to the
Company in June 1993. The outstanding balance of these advances at December 31,
1995, was $1,065,338 (the largest amount outstanding during 1995). The
outstanding balance of these advances at March 31, 1996, was $1,065,338. The
lease provides for a monthly rent payment of $31,900.
Tustin Retail Limited Partnership ("Tustin Retail") was formed in 1988 by
Manchester as a combined 30% general and limited partner, Mr. Foley as a 30.7%
general partner, Mr. Willey as a 4.3% general partner, and others, to develop a
retail center in Tustin, California. Manchester advanced to the partnership, at
an interest rate of 12% per annum, amounts necessary to fund operating deficits.
The outstanding balance of these advances at December 31, 1995, and March 31,
1996, was $736,184. In addition, Tustin Retail is indebted to Manchester in the
amount of $303,500 which is evidenced by a promissory note which provides for
interest at 12% per annum and is secured by a second trust deed on the property.
These advances and loans were assigned to the Company in June 1993. In August
1994, CommerceBank filed a lawsuit (the "Lawsuit") against Tustin Retail (a real
estate partnership), Manchester (a general partner in Tustin Retail) and Messrs.
Foley and Willey (as general partners). The Lawsuit is essentially a judicial
foreclosure under a deed of trust securing a $4,350,000 note dated February 18,
1992, to CommerceBank from Tustin Retail (the "Note"). In December 1995, the
Federal Deposit Insurance Corporation, which took control of CommerceBank,
submitted a bid at the property foreclosure auction and acquired the property
for $2.9 million. A fair value hearing is scheduled for June 1996, in order to
determine the remaining amount due under the Note, if any. The defendants
believe that the value of the real property subject to the deed of trust
securing the Note is sufficient to satisfy any amounts due under the Note, based
on an independent appraisal of the property substantiating such value. Fidelity
Title leases approximately 33% of the building for its operations. The leases
for this space provide for a monthly lease payment of $20,100.
West Woodland Business Associates Limited Partnership ("West Woodland") was
formed in 1989 by Manchester as a 10% general partner, Mr. Foley as a 21.3%
general partner, Folco as a combined 20% general and limited partner, Mr. Willey
as a 2.5% general partner, and others, to develop an office building in
Woodland, California. In September 1991, Manchester sold its interest in the
partnership to Folco. See "Transactions with Management and Others" below.
Folco's interest was subsequently assigned to Sussex. Approximately one-half of
the building is leased by Fidelity California for its Yolo County title
operations. The lease provides for a monthly lease payment of $11,032. In March
1994, the lender on this project agreed to a modification of the credit
agreement substituting Sussex for Manchester and releasing Manchester from these
obligations. As of December 31, 1995, Manchester had not been released from its
general partnership obligation under the West Woodland Credit Agreement.
During 1994, the Company paid $2.3 million in order to acquire a 100%
ownership interest in an investment property at 7750 East Broadway, Tucson,
Arizona. The $2.3 million purchase price consisted of an $800,000 payment in
July 1994, for the 37.5% interest of two independent third parties, and a $1.5
million payment in September 1994, to satisfy the then existing debt on the
property. Mr. Foley and his affiliates and Mr. Willey held interests in the
amounts of 57.3% and 5.2%, respectively, in the property at the time of the
acquisition. Mr. Foley and Mr. Willey transferred their interests to the Company
without consideration upon satisfaction of the debt. The Company sold the
property for a sales price of $2.4 million. See "Transactions with Management
and Others" below. Approximately one-third of the building is leased by Fidelity
Title's Pima County title operations. The lease provides for a monthly lease
payment of $23,600.
Wilmac III Limited Partnership ("Wilmac III") was formed in 1987 to acquire
for investment unimproved real property in Maricopa County, Arizona. In December
1987, Manchester acquired a 24% limited partnership interest in Wilmac III, 30%
of the limited partnership units. Mr. Willey has a 8.2% combined general and
limited partnership interest and Mr. Strunk has a 1.6% limited partnership
interest. The partnership agreement requires all the limited partners to make
pro rata capital contributions to service the debt on the property. Manchester
has invested $696,000 in the partnership. Manchester's interest was assigned
18
<PAGE> 21
to the Company in June 1993. It is not anticipated that additional capital
contributions will be required of the Company.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
In September 1991, Manchester sold 11 office buildings (the "office
buildings"), its partnership interest in West Woodland and Tucson Partners and
certain notes receivable to Folco for approximately the net book value of these
assets. The Company believes the amount paid approximated the fair market value
of these assets. This transaction resulted in a receivable to Manchester from
Folco evidenced by a promissory note in the original principal amount of
$1,492,000 and secured by subordinate deeds of trust on the office buildings
acquired. The promissory note provides for interest at the rate of 9.5% per
annum, monthly payments of $13,900 and additional payments of 15% of the net
sale proceeds of each office building subject to a subordinate deed of trust. In
June 1992, Folco assigned its interest in these office buildings to Bilcar
Limited Partnership ("Bilcar"), an affiliate of Folco. The unpaid balance of
this promissory note at December 31, 1995, was $587,361.
Prior to the sale, the office buildings were leased to Fidelity Title for
use in its title operations. All but one of these office buildings have been
sold to unaffiliated third parties in each instance. During 1995, Fidelity Title
continued to lease one of the office buildings from Bilcar under lease
agreements entered into in 1991 at the time of the sale and paid Bilcar $51,624
under these lease agreements.
In July 1990, Lake Mortgage Corporation, a wholly-owned subsidiary of the
Company, made a $300,000 secured loan to a relative of Mr. Willey. The loan was
assigned to Fidelity Title in July 1990. This loan has been purchased by Mr.
Willey for full consideration.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Rules adopted by the Securities and Exchange Commission ("SEC") under
Section 16(a) of the Exchange Act require the Company's officers and directors,
and persons who own more than 10% of the issued and outstanding shares of the
Company's common stock, to file reports of their ownership, and changes in
ownership, of such securities with the SEC on SEC Forms 3, 4 or 5, as
appropriate. Officers, directors and greater-than-ten-percent stockholders are
required by the SEC's regulations to furnish the Company with copies of all
forms they file pursuant to Section 16(a).
Based solely upon a review of Forms 3, 4 and 5 and amendments thereto
furnished to the Company during its most recent fiscal year end, and any written
representations provided to it, the Company is advised that all filings were
timely and correctly made.
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP are the Company's auditors of record and have audited
the Company's financial statements annually from 1988 through December 31, 1995.
The Audit Committee of the Board of Directors has not made a recommendation with
respect to retention of auditors by the Company for year ending December 31,
1996. Representatives of KPMG Peat Marwick LLP are expected to be present at the
Meeting with the opportunity to make a statement, if they desire to do so, and
are expected to be available to respond to appropriate questions.
OTHER MATTERS
The Company knows of no other matters to be submitted at the Meeting. If
any other matters properly come before the Meeting, it is the intention of the
persons named in the enclosed proxy card to vote the shares they represent as
the Board of Directors may recommend.
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AVAILABLE INFORMATION
The Company files Annual Reports on Form 10-K with the Securities and
Exchange Commission. A copy of the Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 (except for certain exhibits thereto), may be
obtained, free of charge, upon written request by any stockholder to Fidelity
National Financial, Inc., 17911 Von Karman Avenue, Irvine, California 92714,
Attention: Investor Relations. Copies of all exhibits to the Annual Report on
Form 10-K are available upon a similar request, subject to payment of a $.15 per
page charge to reimburse the Company for its expenses in supplying any exhibit.
BY ORDER OF THE BOARD OF DIRECTORS
M'LISS JONES KANE
Corporate Secretary
Dated: May 13, 1996
20
<PAGE> 23
EXHIBIT A
FIDELITY NATIONAL FINANCIAL, INC.
1991 STOCK OPTION PLAN
1. Purpose. The purpose of the Fidelity National Financial, Inc. 1991 Stock
Option Plan (the "Plan") is to encourage outstanding individuals to accept or
continue employment with Fidelity National Financial, Inc. (the "Company") and
its subsidiaries and to furnish maximum incentive to such employees to improve
operations and increase profits by providing such employees opportunities to
acquire shares of the Company's common stock ("Common Stock") on the terms
herein provided.
2. Administration. The Plan will be administered by a committee of the
Board of Directors of the Company consisting of not less than three non-employee
directors, as the Board may designate from time to time, all of whom qualify as
disinterested persons within the meaning of SEC Regulation sec. 240.16b-
3(c)(2)(i). Subject to the provisions of the Plan and such other policies with
respect thereto as may be established from time to time by the Board, the
Committee shall determine the individuals to whom options are to be granted
hereunder and the terms and conditions of such options. The Committee shall also
interpret the Plan, prescribe, amend, and rescind rules and regulations relating
thereto, and make all other determinations necessary or advisable for the
administration of the Plan, all in accordance with the terms of the Plan and the
best interests of the Company and its stockholders. A majority of members of the
Committee shall constitute a quorum and all determinations of the Committee
shall be made by a majority of its members. Any determination of the Committee
under the Plan may be made without notice or meeting of the Committee by a
writing signed by a majority of the Committee members.
3. Participants. Options may be granted to officers and key employees of
the Company or any or all of its present or future subsidiaries, such key
employees being those employees who in the judgment of the Committee are in a
position to substantially contribute to the success of the Company and its
subsidiaries. A director of the Company or of a subsidiary who is not also an
employee of the Company or of a subsidiary shall not be eligible to receive an
option hereunder.
4. Shares Reserved Under the Plan. There is hereby reserved for issuance
under the Plan an aggregate of 250,000 shares of Common Stock, which may be
newly issued or treasury shares. Any shares subject to a stock option may
thereafter be subject to a new option under this Plan if there is a lapse,
expiration, or termination of any such option prior to the issuance of shares
thereunder.
5. Option Terms. The options granted hereunder will constitute
non-qualified stock options and will be subject to the following terms and
conditions:
(a) Option Period. Options granted under the Plan shall be exercisable
in such installments and for such periods as may be fixed by the Committee
at the time of grant, but in no event shall any stock options extend for a
period in excess of twelve years from the date of grant.
(b) Option Price. Options granted hereunder shall have such per-share
option price as the Stock Option Committee may determine at the date of
grant. Such option price may be less than the fair market value of the
Common Stock at the date of grant to reflect the application of the
optionee's deferred bonus. The Committee, in its discretion, may also
provide reductions in the option price during the option term to reflect
decreases in the fair market value of the stock and to encourage holding of
options by participants.
(c) Nontransferability. Each option granted under the Plan shall not
be transferable by the optionee other than by will or the laws of descent
and distribution and shall be exercisable during the optionee's lifetime
only by the optionee. In the event of the death of an optionee during
employment or within three months after termination of employment, any
option granted to the optionee shall be exercisable only within one year
after the date of death (but not beyond the original exercise period for
such option) and then only by the executor or administrator of the estate
of the deceased optionee or the person or persons to whom the deceased
optionee's rights under the option shall pass by will or the laws of
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<PAGE> 24
descent and distribution and only to the extent that the deceased optionee
was entitled to exercise at the date of death.
(d) Termination of Employment. In the event that the employment of an
optionee shall be terminated other than by death, any outstanding options
shall be exercisable for a period of three months after the date of
termination but only within the original exercise period for such option.
Options shall not be affected by any change in employment so long as the
optionee continues to be an employee of the Company or a current or future
subsidiary. Nothing in the Plan or in any option granted hereunder shall
confer on any employee any right to continue in the employ of the Company
or any subsidiary or to interfere with the right of the Company or any such
subsidiary to terminate employment at any time.
(e) Exercise. Exercise of the option hereunder shall be accompanied by
payment in cash of the exercise price and any taxes required to be withheld
in connection with exercise. The purchase price and any required taxes may
also be paid by the delivery of shares of Common Stock then owned by the
participant valued by the Company on the date of delivery. The Committee
may also allow an optionee to elect to pay all or a portion of any required
taxes by having the Company withhold shares of Common Stock having a fair
market value equal to the amount of taxes required to be withheld.
6. Future Adjustment Provisions.
(a) If the Company shall at any time change the number of issued
shares of Common Stock without new consideration to the Company (by stock
dividend, stock split, or similar transaction), the total number of shares
reserved for issuance under this Plan and the number of shares covered by
each outstanding option shall be adjusted so that the aggregate
consideration payable to the Company and the value of each option shall not
be changed.
(b) In the case of any merger, consolidation or combination of the
Company with or into another corporation other than a merger,
consolidation, or combination in which the Company is the continuing
corporation and which does not result in the outstanding Common Stock being
converted into or exchanged for different securities, cash, or other
property, or any combination thereof (an "Acquisition"), any optionee shall
have the right (subject to the provisions of the Plan and any limitations
applicable to the option) thereafter and during the term of the option to
receive upon exercise thereof the acquisition consideration receivable upon
such Acquisition by a holder of the number of shares of Common Stock which
might have been obtained upon exercise of the option or portion thereof, as
the case may be, immediately prior to such Acquisition.
7. Other Provisions. Any option granted under the Plan may also be subject
to such other provisions as the Committee determines appropriate, including
provisions to comply with federal and state securities laws, and understandings,
or conditions as to the optionee's employment in addition to those specifically
provided under the Plan.
8. Duration, Amendment, and Termination. No option shall be granted more
than ten years after the adoption of this Plan; provided, however, that the
terms and conditions applicable to any option granted within such period may
thereafter be amended or modified by mutual agreement between the Company and
the optionee or such other persons as may then have an interest therein. The
Board of Directors may amend the Plan from time to time or terminate the Plan at
any time. However, no action authorized by this paragraph shall adversely affect
any outstanding option without the optionee's consent.
9. Stockholder Approval. This Plan was adopted by the Board of Directors on
March 19, 1991, subject to stockholder approval which was obtained on July 15,
1992.
A-2
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PROXY
FIDELITY NATIONAL FINANCIAL, INC.
17911 VON KARMAN AVENUE, IRVINE, CALIFORNIA 92714
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints William P. Foley, II and Frank P. Willey as
proxies, each with the power to appoint his substitute, and hereby authorizes
each of them to represent and to vote, as designated below, all shares of common
stock of Fidelity National Financial, Inc. held of record by the undersigned on
May 3, 1996, at the Annual Meeting of Stockholders to be held on June 17, 1996,
or any adjournment thereof.
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF / / FOR the nominees listed below (except / / WITHHOLD AUTHORITY to vote for the
DIRECTORS as marked to the contrary below) nominees listed below
</TABLE>
(INSTRUCTION: to withhold authority to vote for an individual nominee, strike
a line through the nominee's name below)
William P. Foley, II, Frank P. Willey, Daniel D. (Ron) Lane
2. PROPOSAL TO RATIFY AN AMENDMENT TO THE 1991 STOCK OPTION PLAN.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
<PAGE> 26
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE COMPANY NOMINEES
AND FOR PROPOSALS 2 AND 3.
DATED: , 1996
---------------------
----------------------------------
(SIGNATURE)
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(SIGNATURE)
Please sign exactly as the
name(s) appear(s) below. When
shares are held by more than one
owner, all should sign. When
signing as an attorney, executor,
administrator, trustee or
guardian, please give full title
as such. If a corporation, please
sign in full corporate name by
President or authorized officer.
If a partnership, please sign in
partnership name by authorized
person.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.
