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