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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 6, 1998
FIDELITY NATIONAL FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9396 86-0498599
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(State or other jurisdiction (Commission (IRS Employer Identification
of incorporation) File Number) Number)
17911 Von Karman Avenue, Irvine, California 92614
(Address of principal executive offices)
(714) 622-5000
(Registrant's telephone number, including area code)
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Item 5. Other Events
On March 6, 1998, the Company announced that it had executed an
agreement to merge Alamo Title Holding Company with a newly-formed subsidiary of
the Company. The merger is subject to due diligence, regulatory approvals and
other customary conditions, and requires approval of the merger by the
shareholders of Alamo.
Under the terms of the definitive agreement, Fidelity will issue 2.1
million shares for 100% of the shares of Alamo. The transaction value is
collared between $75 million and $85 million. If the average price of Fidelity
stock during the pricing period multiplied by the 2.1 million shares equates to
less than $75 million in value, shares shall be added to total a minimum of $75
million in value. If the average price of Fidelity stock multiplied by the 2.1
million shares totals more than $85 million, the number of shares shall be
reduced such that the total transaction value equals a maximum of $85 million.
If the transaction closes after November 15, 1998 and the total transaction
value equals more than $90 million based on the value of the 2.1 million shares,
the value above $90 million will be shared equally by both Fidelity and Alamo.
It is intended that the merger be treated as a reorganization pursuant to
Section 368(a) of the Internal Revenue Code and be accounted for as a
"pooling-of-interests."
"Safe Harbor" Statements under the Private Securities Litigation Reform
Act of 1995: Statements which are not historical facts contained in this release
are forward looking statements that involve risks and uncertainties, and results
could vary materially from the descriptions contained herein and other risks as
may be detailed in the Company's Securities and Exchange Commission filings.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99 Press Release - Fidelity National Financial, Inc. Announces
Signing of an Agreement to Merge Alamo Title Holding Company
with a Wholly-Owned Subsidiary of Fidelity.
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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: May 12, 1998 /s/ M'LISS JONES KANE
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M'Liss Jones Kane
Senior Vice President
General Counsel
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EXHIBIT INDEX
99 Press Release - Fidelity National Financial, Inc. Announces Plans
to Merge Alamo Title Holding Company with Wholly-Owned Subsidiary
of Fidelity.
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EXHIBIT 99
[FIDELITY NATIONAL FINANCIAL, INC. LETTERHEAD]
NEWS RELEASE
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Contacts: Frank P. Willey
President
or
Allen D. Meadows
Executive Vice President
Chief Financial Officer
(805) 563-1566
FOR IMMEDIATE RELEASE
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FIDELITY NATIONAL FINANCIAL, INC. ANNOUNCES THE SIGNING OF
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AN AGREEMENT TO MERGE ALAMO TITLE HOLDING COMPANY
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WITH A WHOLLY-OWNED SUBSIDIARY
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Irvine, Calif., May 7, 1998 -- Fidelity National Financial, Inc.
(NYSE:FNF), a specialty finance and real estate service company, today
announced that it has entered into an agreement and plan of merger to merge
Alamo Title Holding Company with a newly formed subsidiary of Fidelity National
Financial, Inc. Alamo Title Holding Company is the parent of Alamo Title
Insurance, SWT Holdings, Inc., Alamo Title Company of Tarrant County, Inc.,
Alamo Title of Travis County, Inc. and Alamo Title of Guadalupe County, Inc.
The merger is subject to regulatory approvals and the approval of the Alamo
Title Holding Company shareholders.
Alamo is the fourth largest title insurance underwriter in Texas and
the ninth largest in the United States with 1997 title premiums and operating
revenues of approximately $100 million. With Texas being the Country's second
largest title insurance market, Alamo boasts a number one or number two market
share position in most of its direct operations. Alamo's network of direct
operations encompass Austin, San Antonio, Dallas - Forth Worth and Houston. The
combined presence of Alamo and Fidelity operations will make Fidelity a leading
insurer of title transactions in these major Texas markets.
-more-
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FIDELITY NATIONAL FINANCIAL, INC. ANNOUNCES THE SIGNING OF AN AGREEMENT TO
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MERGE ALAMO TITLE HOLDING COMPANY WITH A WHOLLY-OWNED SUBSIDIARY
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Headquartered in Irvine, California, Fidelity National Financial, Inc.
is a specialty finance company engaged in doing business in 49 states, the
District of Columbia, Puerto Rico, the Bahamas and the Virgin Islands.
Fidelity, through its principal subsidiaries, performs specialty finance
functions such as origination, funding, purchasing, selling, securitizing and
servicing equipment leases for a broad range of businesses. Fidelity is also
engaged in the business of issuing title insurance and performs other
title-related services including escrow, collection and trust activities, real
estate information and tax reporting services, trustee sales guarantees,
foreclosure publishing and posting services, exchange intermediary services,
credit reviews, flood certifications, appraisals and courier services.
"Safe Harbor" Statements under the Private Securities Litigation
Reform Act of 1995: Statements which are not historical facts contained in this
release are forward looking statements that involve risks and uncertainties,
and results could vary materially from the descriptions contained herein and
other risks as may be detailed in the Company's Securities and Exchange
Commission filings.
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