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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: February 26, 1998
FIDELITY NATIONAL FINANCIAL, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 1-9396 86-0498599
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) 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: March 6, 1998 /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 2. Acquisition or Disposition of Assets
On November 17, 1997, Fidelity National Financial, Inc. ("Fidelity,"
NYSE:FNF), a leading provider of title insurance and title-related services,
signed an Agreement and Plan of Merger ("Merger Agreement") with Granite
Financial, Inc. ("Granite," NASDAQ:GFNL), to merge a newly-formed subsidiary of
Fidelity with and into Granite. 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 acquired North Pacific Funding, Inc. (dba
C&W Leasing), a privately held corporation based in Seattle, Washington, and its
wholly-owned subsidiary, in December, 1997.
Under the original terms of the Merger Agreement (as adjusted for
Fidelity's recent 10% stock dividend), each share of Granite common stock would
be converted into the right to receive .7711 shares of common stock without
interest, together with cash in lieu of any fractional share. The exchange ratio
was collared between $20.75 and $25.94. The adjustment factor was designed to
insure that the average 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 was 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
shareholder meetings to be held to approve the transaction. Below $20.75
Fidelity could make up the difference in additional shares of its common stock
at its option and above $25.94 Granite shareholders would have the exchange
ratio reduced pro rata. The merger will 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 shareholders of Granite approved the merger, and the shareholders
of Fidelity approved the issuance of shares, at special shareholders' meetings
on Tuesday, February 24, 1998. The merger was completed Thursday, February 26,
1998. Under the terms of the Merger Agreement, shareholders of Granite
Financial, Inc. common stock will receive .702 shares of Fidelity National
Financial, Inc. common stock for each share of Granite Financial, Inc., with
fractional shares to be paid in cash, resulting in the issuance of approximately
4.4 million shares of Fidelity National Financial, Inc. common stock. The
closing sale price of Fidelity National Financial, Inc. common stock as reported
by the New York Stock Exchange was $28.69 on February 26, 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.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The financial statements required by this Article are not included in
this report and will be filed within 75 days of the closing date by Amendment.
(b) Pro forma Financial Information
The pro forma financial information required by this Article is not
included in this report and will be filed within 75 days of the closing date by
Amendment.
(c) Exhibits
99(A) Press Release - Fidelity National Financial, Inc. and Granite
Financial, Inc. Announce Completion of Merger
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Exhibit 99(A)
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
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FIDELITY NATIONAL FINANCIAL, INC. AND GRANITE FINANCIAL, INC.
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ANNOUNCE COMPLETION OF MERGER
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Irvine, Calif., February 26, 1998 -- Fidelity National Financial, Inc.
(NYSE:FNF), one of the nation's leading title insurance underwriters and Granite
Financial, Inc. (NASDAQ:GFNL), an industry consolidator in the $48 billion
small-ticket lease financing market, today announced the completion of the
previously announced merger of Granite Financial, Inc. into a wholly-owned
subsidiary of Fidelity National Financial, Inc.
The shareholders of both companies resoundingly approved the merger at
special shareholders' meetings held on Tuesday, February 24, 1998. The merger
was completed today. Under the terms of the agreement, shareholders of Granite
Financial, Inc., common stock will receive 0.702 shares of Fidelity National
Financial, Inc., common stock with fractional shares to be paid in cash.
William P. Foley, II, Chairman and Chief Executive Officer of Fidelity
National Financial, Inc. said, "We are very pleased to add Granite to our family
of companies as we continue our evolution to a diversified financial services
company. Granite brings to Fidelity the platform with which to participate in
the dynamic and rapidly growing small-ticket leasing business. Granite will also
provide greater and more stable earnings to the benefit of Fidelity
shareholders.
-more-
FIDELITY NATIONAL FINANCIAL, INC. AND GRANITE FINANCIAL, INC. ANNOUNCE
COMPLETION OF MERGER
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Page 2-2-2-2
William W. Wehner, Chairman and Chief Executive Officer of Granite
Financial, Inc., stated, "We are very excited to be joining Fidelity Financial
and look forward to realizing the benefits of this merger. Fidelity provides
Granite with the additional financial resources it needs to continue its role as
a consolidator in the leasing business. These resources will also better permit
us to provide a broader range of services and products to our customers."
Headquartered in Irvine, California, Fidelity National Financial, Inc.
is one of the largest national underwriters. Fidelity National Financial is
engaged in the business of issuing title insurance and performing 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 of New York Inc., and National Title Insurance of New
York Inc.
Granite Financial, Inc. headquartered in Golden, Colorado, is an
industry consolidator in the $48 billion small-ticket lease finance market. The
Granite Financial companies are engaged in the business of originating,
purchasing, funding, selling and servicing equipment leases where the original
equipment value is less than $150,000 for a broad range of businesses located
throughout the United States.
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