<PAGE> 1
As filed with the Securities and Exchange Commission dated September 12, 1996
Registration No. ____________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
----------------------
F I D E L I T Y N A T I O N A L C O R P O R A T I O N
(Exact name of issuer as specified in its charter)
Georgia 58-1416811
(State of Incorporation) (I.R.S. Employee Identification No.)
160 Clairemont Avenue 30030
Decatur, Georgia (Zip Code)
(Address of Principal Executive Offices)
----------
Employee Stock Purchase Plan
(Full title of the Plan)
Ugo F. Ippolito, Esq.
Glass, McCullough, Sherrill & Harrold
1409 Peachtree Street, N.E.
Atlanta, Georgia 30309
(Name and address of agent for service)
(404) 885-6705
(Telephone number, including area code, of agent for service)
- -------------------------------------------------------------------------------
<PAGE> 2
Calculation of Registration Fee
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered registered (1) share (2) price (2) Registration Fee (2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without
stated value 500,000 $12.9375 $6,468,750 $2,230.60
</TABLE>
(1) The shares of Common Stock to be registered represent shares of Common
Stock which may be acquired by Participants in the Corporation's
Employee Stock Purchase Plan. In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this Registration Statement also
covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
(2) Estimated pursuant to Rule 457(c), solely for the purpose of
calculating the registration fee on the basis of the average of the
high and low quoted selling prices of the Common Stock, as reported on
the NASDAQ National Market System on September 10, 1996.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by Fidelity National
Corporation ("Corporation") with the Securities and Exchange Commission are
incorporated herein by reference and made a part hereof:
1. Annual Report on Form 10-K for the fiscal year ended December
31, 1995;
2. Quarterly Reports on Form 10-Q for the quarters ended March
31, 1996 and June 30, 1996; and
3. The description of the Corporation's Common Stock which is
contained in its Registration Statement filed on Form 10, dated August 27, 1993
and all amendments and reports filed for the purpose of updating that
description.
All documents subsequently filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
("1934 Act") prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference in the Registration Statement and to be a part of this Registration
Statement from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of Common Stock offered hereby has been
passed upon for the Corporation by Glass, McCullough, Sherrill & Harrold, 1409
Peachtree Street, N.E., Atlanta, Georgia 30309, counsel to the Corporation.
Phillip Shinall, a partner in the law firm, is a director of the Corporation
and one of its affiliates. He beneficially owns 8,492 shares of Common Stock.
Another partner in the firm owns 500 shares of Common Stock.
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14-2-851 of the Georgia Business Corporation Code provides for
the indemnification of directors of the Corporation for liability and expenses
incurred by them in connection with any civil, criminal or administrative claim
or proceeding in which they may become involved by reason of being a director
of the Corporation or by service, at the request of the Corporation, as a
director, officer, partner, trustee, employee or agent of other companies in
which the Corporation is a shareholder, creditor, or is otherwise interested.
The Section applies to both civil and criminal actions (including civil actions
brought as derivative actions by or in the right of the Corporation) and
permits indemnification if the director acted in a manner he believed in good
faith to be in or not opposed to the best interest of the Corporation and, in
addition, in criminal actions, if he had no reasonable cause to believe his
conduct to be unlawful. If the required standard of conduct is met,
indemnification may include attorneys' fees, reasonable disbursements of the
director or officer, judgments, fines, penalties or settlement payments.
Directors who are successful with respect to any claim against them are
entitled to indemnification as of right. On the other hand, if the charges
made in any action are sustained, either the Board of Directors, acting by a
majority of disinterested members, independent legal counsel or the holders of
a majority of the disinterested stockholders entitled to vote can indemnify a
director if they find that the required standard of conduct has been met and
the director was not adjudged liable to the corporation nor improperly received
a personal benefit. If, in an action brought by or in the right of the
Corporation, the director is adjudged to be liable for negligence or misconduct
in the performance of his duty, a court in view of all the relevant
circumstances can order indemnification for reasonable expenses incurred,
unless the Corporation's articles of incorporation state otherwise. The
shareholders themselves, by a majority of the votes entitled to be cast, can
indemnify a director who does not meet the standards set forth in Section
14-2-851. Section 14-2-856 provides for such shareholder indemnification
unless the director or officer is adjudged liable to the corporation for the
appropriation of a corporate business opportunity, for acts or omissions which
involve intentional misconduct or a knowing violation of law, for unlawful
distributions of corporate assets, or for any transaction from which he
received an improper personal benefit.
Section 14-2-857 of the Georgia Business Corporation Code provides for
the indemnification of officers of the Corporation (unless the articles of
incorporation state otherwise) for reasonable expenses to the extent that the
officer was successful, on the merits or otherwise, in the defense of any
proceeding in which he was a party, or in defense of any claim, issue, or
matter therein, because he is or was the officer of the Corporation. Unless
the Corporation's articles of incorporation state otherwise, a court in view of
all the relevant circumstances can order indemnification for reasonable
expenses incurred. The Corporation may also provide for other methods of
indemnification in its articles of incorporation, bylaws, general or specific
action of its board of directors or contract. Officers who are also directors
are limited to the indemnification provisions provided in the Georgia Business
Corporation Code for directors.
Article Eight of the Corporation's Bylaws provides for indemnification
of directors and officers of the Corporation for liabilities and expenses
incurred by them in connection with any civil, criminal or administrative claim
or proceeding in which they may become involved by reason of being a director
or officer of the Corporation or by serving at the request of the Corporation,
as a
II-2
<PAGE> 5
director, officer, employee, or agent of other companies in which the
Corporation is a shareholder or creditor or is otherwise interested.
Indemnification applies both to civil and criminal actions (including civil
actions brought as derivative actions by or in the right of the Corporation)
and permits indemnification if the director or officer acted in a manner he or
she reasonably believed to be in or not opposed to the best interest of the
Corporation and, in addition, in criminal actions, if he or she had no
reasonable cause to believe his or her conduct was unlawful. If the required
standard of conduct is met, indemnification may include disbursements
(including attorneys' fees) of the director or officer, judgments, fines, and
settlement payments. Directors and officers who are successful with respect to
any claim against them are entitled to indemnification as of right. On the
other hand, if the charges made in any action are sustained, either the Board
of Directors, acting by a majority of disinterested members, independent legal
counsel or the holders of a majority of the stock entitled to vote will
determine if the required standard of conduct has been met. If, in an action
brought by or in the right of the Corporation, the director or officer is
adjudged to be liable for negligence or misconduct in the performance of his
duty, he will only be entitled to such indemnity as the court shall deem
proper.
The Corporation also maintains directors' and officers' liability
insurance for the benefit of the Corporation and its directors and officers.
The policy provides coverage for certain amounts paid as indemnification
pursuant to the provisions of Georgia law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
5.1 Opinion of Counsel
10.1 Employee Stock Purchase Plan
23.1 Consent of Counsel (incorporated in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Ernst & Young LLP
24.1 Powers of Attorney
</TABLE>
ITEM 9. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
II-3
<PAGE> 6
(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration;
(b) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(c) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof;
(d) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
2. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933 (the
"1933 Act"), each filing of the Registrant's Annual Report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Atlanta,
State of Georgia, on the 12th day of September, 1996.
FIDELITY NATIONAL CORPORATION
By:/s/ James B. Miller, Jr.
------------------------------------
James B. Miller, Jr.
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 12th day of September, 1996.
POWER OF ATTORNEY AND SIGNATURES
Know all mean by these presents, that each person whose signature
appears below constitutes and appoints James B. Miller, Jr. and M. Howard
Griffith, Jr., or either of them, as attorney-in-fact, with each having the
power of substitution, for him in any and all capacities, to sign any amendment
to this Registration Statement and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission,
II-5
<PAGE> 8
hereby ratifying and confirming all that each of said attorneys-in-fact or his
substitute or substitutes may do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ James B. Miller, Jr. Chairman of the Board, President and Chief
- -------------------------------------------------------------- Executive Officer (Principal Executive
James B. Miller, Jr. Officer)
/s/ M. Howard Griffith, Jr. Chief Financial Officer (Principal
- -------------------------------------------------------------- Financial and Accounting Officer)
M. Howard Griffith, Jr.
*James W. Anderson, Jr. Director
-------------------------------------------------------------
James W. Anderson, Jr.
*Edward G. Bowen Director
-------------------------------------------------------------
Edward G. Bowen, M.D.
*Marvin C. Goldstein Director
-------------------------------------------------------------
Marvin C. Goldstein, D.D.S
*Manning M. Pattillo, Jr. Director
-------------------------------------------------------------
Manning M. Pattillo, Jr., Ph.D.
*Robert J. Rutland Director
-------------------------------------------------------------
Robert J. Rutland
*W. Clyde Shepherd, Jr. Director
-------------------------------------------------------------
W. Clyde Shepherd, Jr.
*R. Phillip Shinall, III Director
-------------------------------------------------------------
R. Phillip Shinall, III
*Rankin Smith, Jr. Director
-------------------------------------------------------------
Rankin Smith, Jr.
*By Power of Attorney
/s/M. Howard Griffith, Jr.
- --------------------------------------------------------------
M. Howard Griffith, Jr.
</TABLE>
II-6
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<S> <C> <C>
5.1 Opinion of Counsel 10
10.1 Employee Stock Purchase Plan 11-16
23.1 Consent of Counsel (incorporated in Exhibit 5.1) --
23.2 Consent of KPMG Peat Marwick LLP 17
23.3 Consent of Ernst & Young LLP 18
24.1 Powers of Attorney 19-26
</TABLE>
<PAGE> 1
EXHIBIT 5.1
September 12, 1996
Fidelity National Corporation
3490 Piedmont Road
Atlanta, Georgia 30305
Gentlemen:
We have acted as counsel to Fidelity National Corporation, a Georgia
corporation ("Company") in connection with the preparation of the Registration
Statement No. 33-___________ on Form S-8 ("Registration Statement") filed by
you with the Securities and Exchange Commission covering shares to be sold
pursuant to the Company's Dividend Reinvestment Plan.
In the capacity described above, we have considered such matters of
law and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Company, certificates of officers and representatives of the Company,
certificates of public officials and such other documents as we have deemed
appropriate as a basis for the opinions hereinafter set forth.
The opinions set forth herein are limited to the laws of the State of
Georgia and applicable federal laws.
Based upon the foregoing, it is our opinion that the shares of Common
Stock of the Company, when issued and sold on the terms described in the
Registration Statement, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the prospectus under the
caption "Legal Matters."
Yours truly,
/S/ GLASS, McCULLOUGH, SHERRILL & HARROLD
<PAGE> 1
EXHIBIT 10.1
FIDELITY NATIONAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
<PAGE> 2
FIDELITY NATIONAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
The purpose of this Employee Stock Purchase Plan ("Purchase Plan") of
Fidelity National Corporation ("Corporation") is to provide a convenient and
economical way for full-time employees to acquire and increase their stock
ownership in the Corporation, and in so doing, to advance the interests of the
Corporation and its shareholders by providing an incentive to employees to
establish an ownership interest in the Corporation. The Purchase Plan provides
for the purchase of shares of the Corporation's Common Stock ("Common Stock")
through payroll deductions and the automatic reinvestment of cash dividends on
shares held in the Purchase Plan. The Purchase Plan is set forth as follows:
1. All full-time employees of the Corporation and its subsidiaries are
eligible to participate in the Purchase Plan, including officers and
employee-directors. A full-time employee is any employee of the
Corporation or subsidiary thereof who is engaged to work 30 or more
hours a week. There is no minimum duration of employment requirement
for participation. Shares purchased for Purchase Plan accounts will
be acquired solely from the Participant's payroll deductions and from
cash dividends on the Purchase Plan shares. All employees who choose
to participate must authorize the Corporation to make a minimum
payroll deduction of $15.00 per month to be applied towards purchases
under the Purchase Plan ("Participants").
2. Employees may elect to become Participants in the Purchase Plan by
returning to the Plan Administrator a properly completed authorization
form ("Authorization Form") instructing the Corporation to make
payroll deductions from the Participant to be applied towards
purchases of Common Stock under the Purchase Plan. The completed
Authorization Form will be sent to the Plan Administrator as agent for
the Participant, and:
A. will authorize the Plan Administrator to establish a Purchase
Plan account in the name of each employee desiring to
participate in the Purchase Plan;
B. authorizes the Plan Administrator to receive and to apply all
payroll deductions from the Corporation authorized by
Participants to the purchase of additional shares of Common
Stock for the Participant's account in accordance with the
terms and conditions of this Purchase Plan; and
C. authorizes the Plan Administrator to receive from the
Corporation and to credit to the Participant's account all
cash and non-cash dividends distributed on the shares of
Common Stock held in the Purchase Plan.
3. After receipt and acceptance of a properly completed Authorization
Form, the Plan Administrator will open an account for each Participant
in their individual name and will credit to such account:
<PAGE> 3
A. all payroll deductions made by the Corporation on behalf of
each Participant to be applied towards purchases under the
Purchase Plan in accordance with paragraph 4 below;
B. all cash dividends received by the Plan Administrator from the
Corporation on shares of Common Stock held in the
Participant's account;
C. all whole and fractional shares (carried to four decimals)
purchased for the Participants' account after making
appropriate deduction, if any, for the costs and fees (if any)
associated with the purchase of such shares; and
D. all shares of Common Stock distributed by the Corporation as a
dividend or otherwise on shares credited to the Participant's
account.
4. New enrollments received by the Corporation by an employee desiring to
participate in the Purchase Plan on or before the 15th day of each
calendar month will begin participation commencing the first day of
the following month. Enrollments received after the 15th day of the
calendar month will commence participation the first day of the second
month following the month of enrollment. The amount of payroll
deductions authorized by a Participant may be changed once per quarter
upon at least thirty (30) days advance written notice. Any
Participant who completely withdraws from the Purchase Plan in
accordance with the terms and conditions hereof, will be ineligible to
re-enter the Purchase Plan for a period of six (6) months from the
date of withdrawal.
5. Payroll deductions and cash dividends paid by the Corporation to the
Plan Administrator on behalf of Participants may be aggregated and
thereafter credited to all accounts under the Purchase Plan and shall
be applied to the purchase of shares of Common Stock of the
Corporation. Shares to be credited to Purchase Plan accounts may
either be acquired (i) directly from the Corporation from treasury
shares or authorized but unissued shares, or (ii) from purchases made
in the open market, as determined by the Corporation. If open market
purchases are made, the price at which the Plan Administrator shall be
deemed to have acquired such shares for the Participant's account
shall be the average price of all shares purchased by it as agent for
all Participants, using all payroll deductions and/or cash dividends,
plus all related brokerage fees. If the Plan Administrator purchases
shares directly from the Corporation, the purchase price at which the
Plan Administrator shall be deemed to have acquired such shares shall
be the average of the highest and lowest quoted selling prices on the
NASDAQ National Market System during the five (5) trading days during
which shares were traded preceding the last business day of the month
as for payroll deductions and the last business day preceding the
dividend payment date, as to dividend payments, but in no event will
the price be less than ninety percent (90%) of the highest and lowest
quoted selling price on the last trading of that five (5) day period.
The Plan Administrator will make reasonable efforts to reinvest all
cash dividends and apply all payroll deductions promptly after receipt
except where, in the opinion of the Plan Administrator's or the
Corporation's counsel, such investments are restricted by applicable
state or federal securities laws. All cash dividends to be reinvested
and payroll deductions will be held pending investment in a
non-interest bearing account maintained by the Plan Administrator. If
for any reason the Plan Administrator is precluded from acquiring
shares of Common Stock for sixty (60)
<PAGE> 4
consecutive days, the Plan Administrator shall remit, upon written
request, all cash in a Participant's account to the Participant
promptly after such 60th day.
6. The Plan Administrator will mail to each Participant quarterly account
statements showing all account activity, the purchase price of the
shares purchased, the amount of payroll deductions for each
Participant, the amount of cash or non-cash dividends automatically
reinvested in additional Purchase Plan shares, fees associated with
Purchase Plan transactions, and the total number of shares of Commons
Stock held for each Participant.
7. The Plan Administrator will hold the shares of Common Stock of all
Participants together in its name or in the name of its nominee. No
Common Stock certificates will be delivered to a Participant for
shares held under the Purchase Plan, except upon written request.
Rather, all whole and fractional shares will be maintained by "book
entry." A Participant may request stock certificates for any whole
shares credited to his account at any time, and such a request will be
deemed to withdraw those shares from the Purchase Plan. No stock
certificates will be delivered for fractional shares, rather the Plan
Administrator will pay cash to the withdrawing Participant
representing the market value on any fractional share in the account.
8. The Plan Administrator will comply with all applicable Internal
Revenue Service requirements concerning the filing of information
returns for payroll deductions and dividends credited to each account
under the Purchase Plan and such information will be provided to the
Participant by duplicate form or in a final statement of account for
each calendar year. The amount of payroll deductions made for all
Participants in the Purchase Plan will be included in income reported
on the Participant's W-2 Form. Participation in the Purchase Plan is
not intended to relieve the Participant of any federal, state or local
income tax which may be payable on reinvested dividends or on wages
subject to the payroll deduction authorized.
9. The Plan Administrator will forward, as soon as practicable, any proxy
solicitation materials to the Participant which relates to shares of
Common Stock held in Purchase Plan accounts. The Plan Administrator
will not vote any shares held in the Purchase Plan unless properly
authorized to do so by proxy duly executed by such person authorized
to vote such shares.
10. A Participant may terminate his account at any time by giving a
written notice of termination to the Plan Administrator. In addition,
a Participant will be permitted to totally or partially withdraw
shares from their account by sending a written notice to that effect
to the Plan Administrator. In order to terminate participation in the
Purchase Plan, written notice of termination must be received by the
Plan Administrator. A fee will be charged by the Plan Administrator
for any withdrawal. Upon receiving a withdrawal notice from a
Participant, the Plan Administrator will cause to be issued to the
withdrawing Participant a Common Stock certificate representing all
whole shares subject to the withdrawal request and will pay cash to
the Participant representing the value of any fractional share
withdrawn. The total withdrawal of all Purchase Plan shares
terminates participation in the Purchase Plan. If a Participant's
employment with the Corporation or one of its subsidiaries is
terminated for any reason, participation in the
<PAGE> 5
Purchase Plan will automatically terminate as of the date of
termination of employment. In that event, the account will be handled
as if there was a total withdrawal of shares under the Purchase Plan.
11. If a Participant desires to sell shares in the Purchase Plan, such
Participant must first withdraw those shares from the Purchase Plan,
take receipt of a Common Stock certificate covering such shares and
process the sale in an ordinary brokerage transaction using a
broker-dealer firm of the Participant's choice or authorize the Plan
Administrator or its brokerage affiliate to sell the shares. If a
Participant terminates an account following payment of a dividend
and/or the date of a payroll deduction, but prior to the allocation of
shares to the Participant's account, the Plan Administrator may payout
all whole shares allocated to that Participant's account at the time
of the request for termination and payout any fractional share
following allocation of those shares based on the most recently paid
cash dividend combined with the amount of the most recent payroll
deduction.
12. The Participant shall notify the Plan Administrator promptly in
writing of any change of address. Notices or statements from the Plan
Administrator to the Participant may be given or made by writing
addressed to the Participant at the last address of record with the
Plan Administrator and any such notice or statement shall be deemed
given or made when received by the Participant or 5 days after
mailing, whichever occurs earlier.
13. The Participant shall not sell, pledge, hypothecate, assign, or
transfer any Purchase Plan shares held for his account by the Plan
Administrator. The Plan Administrator has no obligation to follow any
instructions of the Participant with respect to Purchase Plan shares,
reinvestment of cash and non-cash dividends or the application of
payroll deductions, except as expressly provided under the terms and
conditions of this Purchase Plan and the Authorization Form.
14. Fees associated with administering the Purchase Plan will be paid by
the Corporation, except fees associated with withdrawals from the
Purchase Plan, which fees will be borne solely by the withdrawing
Participant unless otherwise provided by the Corporation. In the
event that the Plan Administrator acquires shares of Common Stock in
the open market, the applicable brokerage commission will be prorated
among all Participants according to the amount of their payroll
deductions and cash dividends aggregated and used to purchase shares
in the open market.
15. The Corporation will either pay directly or reimburse the Plan
Administrator for the costs of administering the Plan, including but
not limited to the costs of printing and distributing Purchase Plan
literature to full-time employees and Participants, forwarding proxy
solicitation materials to Participants, and mailing confirmations of
account transactions, account statements, and other notices to
Participants and reasonable clerical expenses associated therewith, as
mutually agreed by the Corporation and the Plan Administrator from
time to time.
16. Neither the Plan Administrator, the Corporation nor its nominee(s)
shall be liable hereunder to any Participant for any act or omission
to act or for any action taken in
<PAGE> 6
good faith or for any good faith omission to act, including, without
limitation, any claims of liability (a) arising out of failure to
terminate the Participant's account upon the Participant's death prior
to receipt of written notice of such death accompanied by
documentation satisfactory to the Plan Administrator; or (b) with
respect to the prices at which Purchase Plan shares are purchased for
the Participant's account or the timing of, or terms on which, such
purchases are made; or (c) for the market value or fluctuations in
market value after purchase of Purchase Plan shares credited to the
Participant's account.
17. Participants acquiring Purchase Plan shares under the Purchase Plan
shall be free to resell such shares without restriction, unless such
person is deemed to be an "affiliate" of the Corporation.
18. The Corporation may modify, amend, suspend or terminate the Purchase
Plan at any time or waive any provision thereof from time to time.
19. This Purchase Plan, the Authorization Form and the accounts of
Participants maintained by the Plan Administrator under this Plan
shall be governed by and construed in accordance with the laws of the
State of Georgia.
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Fidelity National Corporation:
We consent to the use of our report incorporated herein by reference. Our
report dated January 20, 1995, refers to a change in the method of accounting
for income taxes in 1993 to adopt the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," and a change in
the method of accounting for investment securities to adopt the provisions of
Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," at December 31, 1993.
/s/ KPMG PEAT MARWICK LLP
Atlanta, Georgia
September 11, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Employee Stock Purchase Plan of Fidelity National
Corporation of our report dated January 31, 1996, with respect to the
consolidated financial statements of Fidelity National Corporation included in
its annual report (on Form 10-K) for the year ended December 31, 1995, filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
September 11, 1996
<PAGE> 1
EXHIBIT 24.1
FIDELITY NATIONAL CORPORATION
Power of Attorney
The undersigned director of Fidelity National Corporation, a Georgia
corporation ("Company"), does hereby make, constitute and appoint James B.
Miller, Jr. and M. Howard Griffith, Jr., and each of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director of the Company to the registration
statements of the Company on Form S-3 and on Form S-8 and all amendments
thereto, including post-effective amendments, to be filed by the Company with
the Securities and Exchange Commission, Washington, D.C. ("SEC") for the
registration of shares of common stock of the Company to be issued pursuant to
a dividend reinvestment plan which may include a direct purchase feature and an
employee benefit plan, and to file the same, with all exhibits thereto and
other supporting documents, with the SEC granting unto said attorneys-in-fact,
and each of them, full power and authority to do and perform any and all acts
necessary or incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 9th day of May, 1996.
/S/ James W. Anderson, Jr.
--------------------------
<PAGE> 2
EXHIBIT 24.1
FIDELITY NATIONAL CORPORATION
Power of Attorney
The undersigned director of Fidelity National Corporation, a Georgia
corporation ("Company"), does hereby make, constitute and appoint James B.
Miller, Jr. and M. Howard Griffith, Jr., and each of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director of the Company to the registration
statements of the Company on Form S-3 and on Form S-8 and all amendments
thereto, including post-effective amendments, to be filed by the Company with
the Securities and Exchange Commission, Washington, D.C. ("SEC") for the
registration of shares of common stock of the Company to be issued pursuant to
a dividend reinvestment plan which may include a direct purchase feature and an
employee benefit plan, and to file the same, with all exhibits thereto and
other supporting documents, with the SEC granting unto said attorneys-in-fact,
and each of them, full power and authority to do and perform any and all acts
necessary or incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 9th day of May, 1996.
/S/ Edward G. Bowen
-------------------
<PAGE> 3
EXHIBIT 24.1
FIDELITY NATIONAL CORPORATION
Power of Attorney
The undersigned director of Fidelity National Corporation, a Georgia
corporation ("Company"), does hereby make, constitute and appoint James B.
Miller, Jr. and M. Howard Griffith, Jr., and each of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director of the Company to the registration
statements of the Company on Form S-3 and on Form S-8 and all amendments
thereto, including post-effective amendments, to be filed by the Company with
the Securities and Exchange Commission, Washington, D.C. ("SEC") for the
registration of shares of common stock of the Company to be issued pursuant to
a dividend reinvestment plan which may include a direct purchase feature and an
employee benefit plan, and to file the same, with all exhibits thereto and
other supporting documents, with the SEC granting unto said attorneys-in-fact,
and each of them, full power and authority to do and perform any and all acts
necessary or incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 9th day of May, 1996.
/S/ Marvin G. Goldstein
-----------------------
<PAGE> 4
EXHIBIT 24.1
FIDELITY NATIONAL CORPORATION
Power of Attorney
The undersigned director of Fidelity National Corporation, a Georgia
corporation ("Company"), does hereby make, constitute and appoint James B.
Miller, Jr. and M. Howard Griffith, Jr., and each of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director of the Company to the registration
statements of the Company on Form S-3 and on Form S-8 and all amendments
thereto, including post-effective amendments, to be filed by the Company with
the Securities and Exchange Commission, Washington, D.C. ("SEC") for the
registration of shares of common stock of the Company to be issued pursuant to
a dividend reinvestment plan which may include a direct purchase feature and an
employee benefit plan, and to file the same, with all exhibits thereto and
other supporting documents, with the SEC granting unto said attorneys-in-fact,
and each of them, full power and authority to do and perform any and all acts
necessary or incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 9th day of May, 1996.
/S/ Manning M. Pattillo, Jr.
----------------------------
<PAGE> 5
EXHIBIT 24.1
FIDELITY NATIONAL CORPORATION
Power of Attorney
The undersigned director of Fidelity National Corporation, a Georgia
corporation ("Company"), does hereby make, constitute and appoint James B.
Miller, Jr. and M. Howard Griffith, Jr., and each of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director of the Company to the registration
statements of the Company on Form S-3 and on Form S-8 and all amendments
thereto, including post-effective amendments, to be filed by the Company with
the Securities and Exchange Commission, Washington, D.C. ("SEC") for the
registration of shares of common stock of the Company to be issued pursuant to
a dividend reinvestment plan which may include a direct purchase feature and an
employee benefit plan, and to file the same, with all exhibits thereto and
other supporting documents, with the SEC granting unto said attorneys-in-fact,
and each of them, full power and authority to do and perform any and all acts
necessary or incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 9th day of May, 1996.
/S/ Robert J. Rugland
---------------------
<PAGE> 6
EXHIBIT 24.1
FIDELITY NATIONAL CORPORATION
Power of Attorney
The undersigned director of Fidelity National Corporation, a Georgia
corporation ("Company"), does hereby make, constitute and appoint James B.
Miller, Jr. and M. Howard Griffith, Jr., and each of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director of the Company to the registration
statements of the Company on Form S-3 and on Form S-8 and all amendments
thereto, including post-effective amendments, to be filed by the Company with
the Securities and Exchange Commission, Washington, D.C. ("SEC") for the
registration of shares of common stock of the Company to be issued pursuant to
a dividend reinvestment plan which may include a direct purchase feature and an
employee benefit plan, and to file the same, with all exhibits thereto and
other supporting documents, with the SEC granting unto said attorneys-in-fact,
and each of them, full power and authority to do and perform any and all acts
necessary or incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 9th day of May, 1996.
/S/ W. Clyde Shepherd, Jr.
--------------------------
<PAGE> 7
EXHIBIT 24.1
FIDELITY NATIONAL CORPORATION
Power of Attorney
The undersigned director of Fidelity National Corporation, a Georgia
corporation ("Company"), does hereby make, constitute and appoint James B.
Miller, Jr. and M. Howard Griffith, Jr., and each of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director of the Company to the registration
statements of the Company on Form S-3 and on Form S-8 and all amendments
thereto, including post-effective amendments, to be filed by the Company with
the Securities and Exchange Commission, Washington, D.C. ("SEC") for the
registration of shares of common stock of the Company to be issued pursuant to
a dividend reinvestment plan which may include a direct purchase feature and an
employee benefit plan, and to file the same, with all exhibits thereto and
other supporting documents, with the SEC granting unto said attorneys-in-fact,
and each of them, full power and authority to do and perform any and all acts
necessary or incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 9th day of May, 1996.
/S/ R. Phillip Shinall III
--------------------------
<PAGE> 8
EXHIBIT 24.1
FIDELITY NATIONAL CORPORATION
Power of Attorney
The undersigned director of Fidelity National Corporation, a Georgia
corporation ("Company"), does hereby make, constitute and appoint James B.
Miller, Jr. and M. Howard Griffith, Jr., and each of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director of the Company to the registration
statements of the Company on Form S-3 and on Form S-8 and all amendments
thereto, including post-effective amendments, to be filed by the Company with
the Securities and Exchange Commission, Washington, D.C. ("SEC") for the
registration of shares of common stock of the Company to be issued pursuant to
a dividend reinvestment plan which may include a direct purchase feature and an
employee benefit plan, and to file the same, with all exhibits thereto and
other supporting documents, with the SEC granting unto said attorneys-in-fact,
and each of them, full power and authority to do and perform any and all acts
necessary or incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 9th day of May, 1996.
/S/ Rankin M. Smith, Jr.
------------------------
