<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
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
FIDELITY NATIONAL CORPORATION
- --------------------------------------------------------------------------------
(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):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 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:
/X/ 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 CORPORATION
160 CLAIREMONT AVENUE
DECATUR, GEORGIA 30030
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 17, 1996
A Special Meeting of Shareholders of Fidelity National Corporation
("Company") will be held on Thursday, October 17, 1996, at 3:00 P.M. at its
office at ONE SECURITIES CENTRE, 3490 PIEDMONT ROAD, SUITE 1550, ATLANTA,
GEORGIA 30305, for the purposes of considering and voting upon:
1. The approval of the Amendment of the Articles of Incorporation
of the Company to authorize the issuance of shares of preferred
stock.
2. Such other matters as may properly come before the meeting or
any adjournment thereof.
Only shareholders of record at the close of business on October 3, 1996,
will be entitled to notice of and to vote at the meeting or any adjournment
thereof.
A Proxy Statement and a Proxy solicited by the Board of Directors are
enclosed herewith. Please sign, date and return the Proxy promptly in the
enclosed business reply envelope. If you attend the meeting you may, if you
wish, withdraw your Proxy and vote in person.
By Order of the Board of Directors,
/s/ Martha C. Fleming
----------------------
Martha C. Fleming,
Secretary
October 3, 1996
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY PROMPTLY SO THAT YOUR VOTE
MAY BE RECORDED AT THE MEETING IF YOU DO NOT ATTEND PERSONALLY.
<PAGE> 3
FIDELITY NATIONAL CORPORATION
160 CLAIREMONT AVENUE
DECATUR, GEORGIA 30030
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 17, 1996
This Proxy Statement is furnished in connection with the solicitation of
Proxies by the Board of Directors of Fidelity National Corporation ("Company")
for use at the Special Meeting of Shareholders ("Special Meeting") of the
Company to be held at its office at ONE SECURITIES CENTRE, 3490 PIEDMONT ROAD,
SUITE 1550, ATLANTA, GEORGIA 30305, on Thursday, October 17, 1996 at 3:00 P.M.
and any adjournment thereof, for the purposes set forth in the accompanying
Notice of the Special Meeting. The expenses of this solicitation, including
the cost of preparing and mailing this Proxy Statement, will be paid by the
Company. Copies of solicitation materials may be furnished to banks, brokerage
houses and other custodians, nominees and fiduciaries for forwarding to
beneficial owners of shares of the Company's Common Stock, and normal handling
charges may be paid for such forwarding service. In addition, directors,
officers, and other employees of the Company, who will not be additionally
compensated therefor, may solicit Proxies in person or by telephone. It is
anticipated that this Proxy Statement and the accompanying Proxy will first be
mailed to shareholders on October 4, 1996.
The record date of shareholders entitled to vote at the Special Meeting
was taken as of the close of business on October 3, 1996. On that date, the
Company had outstanding and entitled to vote 4,652,398 shares of Common Stock,
no par value ("Common Stock"), with each share entitled to one vote.
A Proxy given pursuant to this solicitation may be revoked by the
shareholder who attends the meeting and gives oral notice of his or her
election to vote in person, without compliance with any other formalities. In
addition, any Proxy given pursuant to this solicitation may be revoked prior to
the meeting by delivering an instrument revoking it or a duly executed Proxy
bearing a later date to the Secretary of the Company. If the Proxy is properly
completed and returned by the shareholder and is not revoked, it will be voted
at the meeting in the manner specified thereon. If the Proxy is returned but
no choice is specified thereon, it will be voted "FOR" the approval of the
Amendment to the Articles of Incorporation, and upon such other matters as may
properly come before the meeting or any adjournment thereof in accordance with
the best judgment of the holders of the Proxy.
The presence of a majority of the outstanding shares of Common Stock
represented in person or by proxy at the Special Meeting will constitute a
quorum. The approval of the Amendment to the Articles of Incorporation will be
decided by the affirmative vote of a majority of the outstanding shares of the
Common Stock of the Company entitled to vote. All other matters will be
decided by the affirmative vote of the majority of the shares of Common Stock
present or represented at the Special Meeting and entitled to vote.
<PAGE> 4
Abstentions, withheld votes, and broker non-votes will be included in the
calculation of the number of shares of Common Stock represented in person or by
proxy at the Special Meeting in determining whether the quorum requirement is
satisfied, but will not be counted as votes cast for any matter to be voted
upon. Broker "non-votes" occur when a broker holding shares of Common Stock
for a beneficial owner votes on one matter pursuant to the broker's
discretionary authority or pursuant to instructions from the beneficial owner,
but does not vote on another matter for the reason that the broker does not
have discretionary authority to vote such shares on such other matter and has
not received voting instructions from the beneficial owner. Broker non-votes
will not be included in the votes required to approve the Amendment of the
Articles of Incorporation, which is the only matters known to Management of the
Company which will be presented at the Special Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The following table sets forth as of September 15, 1996, beneficial
ownership of the Company's Common Stock by each "person" known by the Company
to be the beneficial owner of more than 5% of the Company's voting securities,
by each director, certain executive officers and by all directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF
OF BENEFICIAL OWNER OWNED BENEFICIALLY CLASS OUTSTANDING
<S> <C> <C>
James B. Miller, Jr. 2,646,040 (1) 57.4%
3490 Piedmont Road
Atlanta, Georgia 30305
James W. Anderson, Jr. 105,638 2.3%
Dr. Edward G. Bowen 7,040 *
Dr. Marvin C. Goldstein 23,000 *
Dr. Manning M. Pattillo, Jr. 220 *
Robert J. Rutland 140,844 3.1%
W. Clyde Shepherd, Jr. 156,332 3.4%
R. Phillip Shinall III 8,491 *
Rankin Smith, Jr. 2,486 *
Felker W. Ward, Jr. - -
Sharon R. Denney 13,259 *
M. Howard Griffith, Jr. - -
All directors and executive
officers as a group (13 persons) 3,106,936 67.4%
</TABLE>
- ---------------------------
(1) Includes 51,111 shares owned of record by Mr. Miller's wife, 212,568 shares
held by the Brooks County Trust and 83,182 shares held by Fidelity National
Bank ("FNB") as trustee for Mr. Miller's children. Also includes 180,433
shares held by BAC Properties, a partnership of which Mr. Miller and his wife
own 40%.
* Less than one percent.
(2)
<PAGE> 5
<PAGE> 6
ITEM 1 - BOARD OF DIRECTORS' PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION.
The Board of Directors authorized the amendment ("Amendment") of Article
IV of the Articles of Incorporation authorizing the issuance of preferred stock
subject to the approval of the shareholders. The Article IV, as amended, if
approved by the shareholders, will read as follows:
"The Corporation shall have authority to issue not more than Fifty
Million (50,000,000) shares of Common Stock having no par value per share
and Ten Million (10,000,000) shares of Preferred Stock having no par value
per share.
The Board of Directors of the Corporation is authorized, pursuant to
Section 14-2-602 of the Georgia Business Corporation Code (and any
successor provision thereof), to determine, in whole or in part, without
shareholder action, the preferences, limitations and relative rights of (i)
any class of shares of Preferred Stock before the issuance of any shares of
that class or (ii) one or more series within a class, and designate the
number of shares within that series before the issuance of any shares of
that series, including, without limitation, the determination of dividend
rights, conversion rights, voting powers, designations, qualifications,
restrictions, rights and terms of redemption (including sinking fund
provisions and liquidation preferences), all to the fullest extent now or
hereafter permitted by the Georgia Business Corporation Code.
Each holder of shares of Common Stock shall be entitled to one vote for
each share of Common Stock held of record on all matters on which the
holders of Common Stock are entitled to vote."
The proposal will not result in a change in the capital account of the
Company. The holders of Common Stock do not have preemptive rights. There are
currently 50,000,000 shares of Common Stock authorized of which 4,652,398 are
outstanding. The current articles of incorporation do not authorize the
issuance of preferred stock.
If the Amendment is approved by the shareholders, shares of preferred
stock may be issued by the Board of Directors, without further shareholder
approval, for any proper corporate purpose at the discretion of the Board of
Directors, including without limitation, the issuance in connection with the
raising of additional equity and in connection with acquisitions.
The Company and its wholly owned subsidiary, Fidelity National Bank, are
subject to the regulations of and examinations by the Office of the Controller
of the Currency ("OCC"). During a recent examination by the OCC, its
representatives indicated that its final report would recommend, in view of the
rapid loan growth of FNB and the recent greater than normal losses on credit
card financing, that the Company and FNB should adopt a strategy to increase
its capital. FNB has periodically sold its indirect automobile loans thereby
reducing the size of its loan portfolio. As recently as July 29, 1996, FNB
securitized $92,000,000 of indirect automobile loans and on September 30, 1996
sold approximately $65,000,000 of credit card loans and indirect
(3)
<PAGE> 7
automobile loans, thereby reducing the need for additional capital temporarily.
FNB continues to follow this policy.
The Board of Directors believes that it would be desirable to increase the
capital of the Company by the issuance of preferred stock from time to time.
At this time it is considering, among several proposals, the public issuance
this year of preferred stock which would be convertible into Common Stock.
There can be no assurances that such an issuance will occur or the terms and
conditions of such an offering. In addition, from time to time preferred stock
may be issued on substantially different terms and conditions.
The proposed amendment would grant the Board of Directors the authority to
issue additional shares of preferred stock having such preferences, limitations
and relative rights without the necessity of calling a meeting of shareholders.
This would provide the Company with greater flexibility and an ability to
promptly act in the event it would be in the best interest of the Company to
issue preferred stock.
The preferred stock may be issued in series and the preferred stock of
each series will have such preferences, limitations and relative rights as
determined by the Board of Directors, without shareholder approval, in
resolutions authorizing the issuance of that particular series. In determining
the preferences, limitations and relative rights of each series of preferred
stock, the Board of Directors may establish the number of shares constituting
that series and establish the dividend rights, conversion rights, voting rights
(which may be greater or lesser than the voting rights of the Common Stock),
redemptive rights and liquidation preferences. It is anticipated that the
holders of the preferred stock, when and if issued, will have priority claims
to dividends and to any distributions upon liquidation of the Company and other
preferences over the holders of Common Stock.
The Issuance of preferred stock with voting and conversion rights could
adversely affect the voting power of the holders of Common Stock and may have
the effect of delaying, deferring or preventing a possible takeover of the
Company or the removal of the management of the Company, which otherwise may be
beneficial to the holders of Common Stock or in which the shareholders might
receive a premium for their stock over the market price of such stock or
otherwise dilute the rights of the holders of the Common Stock without
shareholder action.
At the annual meeting of the shareholders of the Company held on April 11,
1996, the shareholders approved an amendment increasing the number of
authorized shares of Common Stock to 50,000,000 shares. This Amendment will
not change the authorized number of shares of Common Stock but only permit the
issuance of preferred stock.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION.
(4)
<PAGE> 8
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
Management of the Company knows of no matters other than those stated
above that are to be brought before the meeting. If any other matters should
be presented for consideration and voting, however, it is the intention of the
persons named as proxies in the enclosed Proxy to vote in accordance with their
judgment as to what is in the best interest of the Company.
By order of the Board of Directors
/s/ Martha C. Fleming
---------------------
Martha C. Fleming
Secretary
October 3, 1996
(5)
