<PAGE> 1
As filed with the Securities and Exchange Commission dated September 12, 1996
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------------------
FIDELITY NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
GEORGIA 58-1416811
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
160 CLAIREMONT AVENUE, SUITE 200, DECATUR, GEORGIA 30030, (404) 371-5500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
M. HOWARD GRIFFITH, JR.
CHIEF FINANCIAL OFFICER
FIDELITY NATIONAL CORPORATION
3490 PIEDMONT ROAD
ATLANTA, GEORGIA 30305
(404) 371-5500
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
-------------------------------
Copies of Communications to:
UGO F. IPPOLITO, ESQ.
GLASS, MCCULLOUGH, SHERRILL & HARROLD
1409 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30309
(404) 885-6705
Approximate date of commencement of the proposed sale of the
securities to the public: As soon as practicable after the effective
date of this Registration Statement.
-------------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [x]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, please check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Title of each class Amount Proposed maximum Proposed maximum Amount of
of securities to be offering price aggregate offering registration
to be registered registered per share (1) price (1) fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock without 500,000 shares 100% $6,468,750 $2,230.60
stated value
==========================================================================================================
</TABLE>
(1) 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 Stock Market on September 10, 1996.
-------------------------------
<PAGE> 2
PROSPECTUS
FIDELITY NATIONAL CORPORATION
---------------
DIVIDEND REINVESTMENT PLAN
---------------
500,000 SHARES OF COMMON STOCK
(WITHOUT STATED PAR VALUE)
Fidelity National Corporation ("Corporation") is offering to its
common stock shareholders a simple and convenient way of investing cash
dividends and optional cash payments by purchasing shares of the Corporation's
common stock pursuant to a Dividend Reinvestment Plan ("Plan"). Any holder of
record of common stock, without stated par value of the Corporation, ("Common
Stock") is eligible to participate in the Plan ("Participant(s)"). Brokers and
nominees may reinvest dividends and make optional cash payments on behalf of
beneficial owners. Those holders of Common Stock who do not participate in the
Plan will receive cash dividends, as declared, in the usual manner.
Participants in the Plan may:
- reinvest cash dividends on all or part of the shares of Common
Stock held by the Participant and all dividends on Common
Stock in Plan accounts are automatically reinvested;
- make optional cash payments to the Plan of not less than One
Hundred Dollars ($100.00) with a maximum optional cash payment
of Fifty Thousand Dollars ($50,000.00) in any calendar quarter
and no more than One Hundred Thousand Dollars ($100,000.00) in
any calendar year; and
- deposit stock certificates for the Common Stock for
safekeeping under the Plan.
The price per share of Common Stock purchased for Participants in the
Plan from the Corporation using reinvested cash dividends and optional cash
payments will equal the average of the highest and lowest quoted selling prices
on the NASDAQ National Market System during the five (5) trading days preceding
the dividend payment date during which there is trading, but in no event will
that price be less than 90% of the average of the highest and lowest quoted
selling price on the last trading day of that five (5) day period. The price
per share for shares purchased in the open market will be the average price of
all such shares purchased by the Plan Administrator as agent for all
Participants. Shares for the Plan either will be acquired from the Corporation
from treasury shares or, authorized but unissued shares, or will be shares
purchased
[CONTINUED ON NEXT PAGE]
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SHARES
OF THE CORPORATION'S COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS
ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS
ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 12, 1996.
<PAGE> 3
by the Plan Administrator in the open market. This Prospectus relates to
500,000 shares of the Corporation's Common Stock which may be offered and sold
by the Corporation under the Plan ("Plan Shares").
A shareholder may become a Participant by completing the Authorization
Form and returning it to the Plan Administrator, The Bank of New York, One Wall
Street, New York, New York 10286. Once you are enrolled in the Plan, you will
remain a Participant in the Plan automatically and without any further action
on your part. A shareholder who does not wish to participate in the Plan need
not make any response and will continue to receive cash dividends, if and when
declared, in the usual manner. Any questions about Plan administration should
be directed to the Plan Administrator at 1-800-524-4458.
This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered hereby in any jurisdiction to
any person to whom it is unlawful to make such an offer or solicitation in such
jurisdiction. No person has been authorized to give any information or to make
any representations other than those contained in this Prospectus in connection
with the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by the
Corporation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
information herein is correct as of any time subsequent to the date hereof.
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
THE CORPORATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
DESCRIPTION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1. What is the purpose of the Plan? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2. What alternatives are available to Participants in the Plan? . . . . . . . . . . . . . . . . . . . . 3
3. What are the advantages of the Plan? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4. Who administers the Plan for Participants? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5. Who is eligible to participate? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6. How does an eligible shareholder participate? . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7. When may an eligible shareholder enroll in the Plan? . . . . . . . . . . . . . . . . . . . . . . . . 5
8. What does the Authorization Form provide? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
9. How may a Participant change participation alternatives under the Plan? . . . . . . . . . . . . . . 6
10. Are there any expenses to Participants in connection with purchases under the Plan? . . . . . . . . 6
11. What is the source of shares purchased under the Plan? . . . . . . . . . . . . . . . . . . . . . . . 6
12. How many shares will be purchased for Participants? . . . . . . . . . . . . . . . . . . . . . . . . 6
13. What will be the price of shares of Common Stock purchased under the Plan? . . . . . . . . . . . . . 6
14. Can Participants choose to sell their shares in their Plan accounts? . . . . . . . . . . . . . . . . 7
15. When will purchases of shares of Common Stock be made? . . . . . . . . . . . . . . . . . . . . . . . 7
16. What kind of reports will be sent to Participants in the Plan? . . . . . . . . . . . . . . . . . . . 8
17. Will Participants be credited with cash dividends on full and fractional shares held in their
accounts under the Plan? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
18. Will stock certificates be issued for the shares of Common Stock purchased? . . . . . . . . . . . . 8
19. In whose name will certificates be registered when issued to Plan Participants? . . . . . . . . . . 8
20. How do Participants change their method of participation? . . . . . . . . . . . . . . . . . . . . . 9
21. How does a Participant withdraw shares from his or her Plan account? . . . . . . . . . . . . . . . . 9
22. How may participation in the Plan be terminated? . . . . . . . . . . . . . . . . . . . . . . . . . . 9
23. When may participation in the Plan be terminated? . . . . . . . . . . . . . . . . . . . . . . . . . 9
24. What are the federal income tax consequences of participation in the Plan? . . . . . . . . . . . . . 9
25. What happens when you withdraw shares from the Plan and sell or transfer all of the shares
registered in your name? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
26. What happens when you want a partial withdrawal of Plan Shares? . . . . . . . . . . . . . . . . . . 10
27. If the Corporation has a rights offering, how will the rights on the Plan Shares be handled? . . . . 11
28. What happens if the Corporation issues a dividend payable in stock or declares a stock split? . . . 11
29. How will a Participant's shares held by the Plan Administrator be voted at shareholders' meetings? . 11
30. What are the responsibilities of the Corporation and the Plan Administrator under the Plan? . . . . 11
31. May the Plan be changed or discontinued? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>
i
<PAGE> 5
<TABLE>
<S> <C>
32. How may shareholders obtain answers to other questions regarding the Plan? . . . . . . . . . . . . . 12
33. What provisions are made for those shareholders whose dividends are subject to income tax
withholdings? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
CORPORATION'S CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
LEGAL OPINION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
ii
<PAGE> 6
AVAILABLE INFORMATION
The Corporation has filed with the Securities and Exchange Commission
("Commission") a Registration Statement on Form S-3 ("Registration Statement")
under the Securities Act of 1933, as amended ("Securities Act"), with respect
to the Common Stock offered hereby. This Prospectus does not contain all of
the information set forth in the Registration Statement and in the exhibits
thereto. Certain items were omitted in accordance with the rules and
regulations of the Commission. Any interested party may inspect the
Registration Statement without charge at the public reference facilities of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 and at its regional
offices at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511
and Seven World Trade Center, 13th Floor, New York, New York 10048, and may
obtain copies of all or any part of it from the Commission upon payment of the
fees prescribed by the Commission. Statements contained herein which refer to
a document filed as an exhibit to the Registration Statement are qualified in
their entirety by reference to the copy of such document filed with the
Commission.
The Corporation is subject to the information requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and in accordance
therewith files reports, proxy statements, and other information with the
Commission. Such reports, proxy statements, and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the following Regional Offices of the Commission: 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511 and Seven World Trade Center, 13th
Floor, New York, New York 10048.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the Commission are
incorporated herein by reference:
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 Corporation's description of its Common Stock contained in the
Corporation's Registration Statement on Form 10, dated August 27, 1993 and all
amendments and reports filed for the purpose of updating that description.
All other documents filed by the Corporation pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering or offerings hereunder
shall be deemed to be incorporated by reference into this Prospectus and to be
a part hereof from the date of the filing of such reports. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statements so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Corporation will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the request of such person, a copy of any
or all of the documents which are incorporated by reference herein, other than
exhibits to such documents. Written or telephone
1
<PAGE> 7
requests for such copies shall be directed to Martha Fleming, Fidelity National
Corporation, P.O. Box 105075, Atlanta, Georgia 30348; (404) 240-1504.
THE CORPORATION
Fidelity National Corporation is a bank holding company headquartered in
Decatur, Georgia, a suburb of Atlanta. The Corporation conducts its business
through its principal subsidiaries, Fidelity National Bank ("FNB"), a
full-service banking operation, Fidelity National Mortgage Corporation
("FNMC"), a full-service mortgage banking operation, and Fidelity National
Capital Investors, Inc. ("FNCI"), a securities brokerage operation.
The Common Stock of the Corporation trades on The NASDAQ Stock National
Market System under the symbol "LION." The Corporation's principal executive
offices are located at 160 Clairemont Avenue, Decatur, Georgia 30030 and its
telephone number is (404) 371-5500.
RECENT DEVELOPMENT
The Corporation and FNB are subject to the regulations of and audits by the
Office of the Controller of the Currency ("OCC"). During a recent audit by the
OCC, its representative advised that in view of the rapid loan growth of FNB
and recent greater than normal losses on credit card financing, the Corporation
and FNB must substantially increase its equity capital. FNB has periodically
sold indirect automobile loans thereby reducing its loan portfolio. On July
29, 1996, FNB securitized $92,000,000 of indirect automobile loans. This
reduced the need for equity capital.
To assess bank and bank holding company capital adequacy, the Federal
Reserve Board and the OCC have implemented substantially identical risk-based
rules. The regulations established required minimum capital standards in
relation to assets and off-balance sheet exposures, as adjusted for credit
risks. At June 30, 1996, the Corporation and FNB capital ratios exceeded the
minimum adequate capital requirements in all categories. The OCC has the
authority to restrict a bank's activities under certain circumstances. FNB
intends to continue the program of selling indirect automobile loans and
intends to sell additional equity to support its continued growth.
DESCRIPTION OF THE PLAN
In May, 1996, the Board of Directors of the Corporation adopted the
Dividend Reinvestment Plan ("Plan"). The principal provisions of the Plan
permit shareholders to purchase additional shares of Common Stock and
authorizes cash dividends declared on the Common Stock to be reinvested in the
purchase of additional shares of Common Stock. Participants may also elect to
make optional cash payments to the Plan so additional Plan Shares may be
purchased. Such optional cash payments must be in the minimum amount of One
Hundred Dollars ($100.00) and may not exceed Fifty Thousand Dollars
($50,000.00) in any calendar quarter or One Hundred Thousand Dollars
($100,000.00) per year. The purchase price of the shares to be issued under
the Plan directly by the Corporation will be the average of the highest and
lowest quoted selling prices on the NASDAQ National Market System during the
five (5) trading days preceding the dividend payment date on which shares of
the Corporation are traded, but in no event will the price be less than ninety
percent (90%) of the average highest and lowest quoted selling price on the
last trading day of that five (5) day period. For shares purchased in the open
market, the price will be the average price of all shares purchased by the Plan
Administrator in the open market for all Participants. The term "Plan Shares"
means any shares of Common Stock acquired for a Participant pursuant to the
Plan. The Plan appoints The Bank of New York as the Plan Administrator ("Plan
Administrator"). Shareholders who are not participating in the Plan may become
Participants by completing the Authorization Form and returning the Form to the
Plan Administrator in the manner set forth in the response to Question 6 which
follows.
2
<PAGE> 8
In accordance with the terms of the Plan, all purchasers of Common Stock
for the account of Participants in the open market will be accomplished through
The Bank of New York's discount brokerage firm, BNY Brokerage, Inc. ("Agent"),
if the Corporation decides that the Plan Shares will be acquired in the open
market. The Agent may also be authorized to effect certain dispositions of
shares provided for under the Plan.
The following is a summary of the material features of the Plan in a
question and answer format. The summary is qualified in its entirety by the
terms of the Plan. Each Plan Participant will receive a copy of this
Prospectus before the Authorization Form is executed and will receive a
statement of their account activity at the end of each calendar month in which
a dividend is paid or during which an optional cash payment is made. The
numbered questions and answers set forth below describe the key terms and
conditions of the Plan:
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of the Corporation's
Common Stock with a simple, economical and convenient method of
purchasing additional shares of Common Stock through the automatic
reinvestment of cash dividends which may be declared on such Common
Stock and allows Plan Participants to purchase additional shares of
Common stock through optional cash payments. The purchase price of
Plan Shares is discussed in Question 13 and certain service and
transaction fees are discussed in Question 10 and enumerated on
Addendum A to this Prospectus.
2. WHAT ALTERNATIVES ARE AVAILABLE TO PARTICIPANTS IN THE PLAN?
Plan Participants have three (3) alternatives in the Plan. You can
elect to have all of your cash dividends reinvested, a portion of your
cash dividends reinvested, and you may elect to make optional cash
payments to be used for purchasing additional shares of Common Stock.
See Question 8.
3. WHAT ARE THE ADVANTAGES OF THE PLAN?
The Plan provides Participants with a convenient method of
automatically reinvesting cash dividends and optional cash payments to
acquire additional shares of Common Stock without payment of any
brokerage commission or service charge, to the extent shares are
purchased directly from the Corporation. The quarterly dividend
reinvestment fee will be paid for you by the Corporation. If shares
of Common Stock are purchased in the open market by the Agent for Plan
Participants, Participants will pay a pro rata share of brokerage fees
and commissions in connection with such purchases, which is less than
its usual brokerage fee or commission.
All cash dividends and optional cash payments can be fully invested
and credited to Plan accounts. Cash dividends declared on all Plan
Shares will continue to be credited to your account and reinvested in
additional Plan Shares. Participants will avoid the need for
safekeeping of stock certificates for shares credited to your account
under the Plan, and may, for the fee set forth in Addendum A, also
surrender to the Plan Administrator for safekeeping certificates for
other additional shares of Common Stock.
Recordkeeping for Participants is simplified. Regular periodic
statements and reports from the Plan Administrator will be sent to
each Plan Participant showing (i) the amount of the purchase price for
purchases of shares of Common Stock through utilization of cash
dividends and optional cash payments; and (ii) the current activity
under your account,
3
<PAGE> 9
including purchases, transaction fees paid to the Plan Administrator,
and latest balances, which will simplify recordkeeping.
4. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
The Bank of New York has been appointed Plan Administrator. The Plan
Administrator will keep records, send statements of account to each
Participant, and will perform other administrative duties relating to
the Plan. The shares of Common Stock purchased for you under the Plan
will be held for you in safekeeping by the Plan Administrator until
you request withdrawal of all or part of your shares by your utilizing
the Transaction Request Form which is attached to the bottom of your
statement. If you have any questions, please contact the Plan
Administrator at 1-800-524-4458.
The Corporation has the authority to adopt and amend rules and
regulations to facilitate the administration of the Plan. All
purchases of shares of Common Stock for the accounts of Participants
in the open market will be accomplished through The Bank of New York's
discount brokerage firm, BNY Brokerage, Inc. ("Agent"). The Agent
also may effect sales of such shares on the open market in case of the
withdrawal or termination of a Participant's interest under the Plan,
if authorized by the terms of the Plan and otherwise directed by the
Participant to do so.
5. WHO IS ELIGIBLE TO PARTICIPATE?
All record owners or beneficial owners of at least 100 shares of
Common Stock are eligible to participate in the Plan. A record owner
may participate directly in the Plan. At the time of initial
enrollment, Participants may open their Plan account with a minimum of
ten (10) shares of Common Stock as long as an initial optional cash
payment is made simultaneously to purchase the remaining shares
necessary to meet the minimum requirement of 100 shares. A beneficial
owner must either become a record owner by having at least 100 shares
held in his or her name when the account is opened or arrange with the
broker, bank or other nominee who is the record owner to participate
on his or her behalf. To facilitate participation by beneficial
owners, the Corporation has made arrangements with the Plan
Administrator to reinvest dividends and accept optional cash payments
under the Plan by record holders such as brokers, banks and other
nominees, on behalf of beneficial owners.
6. HOW DOES AN ELIGIBLE SHAREHOLDER PARTICIPATE?
The holder of record of the Corporation's Common Stock may enroll in
the Plan by checking the appropriate box on the Authorization Form and
signing and returning it to the Plan Administrator at the address
below. A return envelope will be provided for this purpose. Where
Common Stock is registered in more than one name (i.e. joint tenants,
trustees, etc.), all of the registered holders must sign the
Authorization Form. Beneficial owners who wish to join the Plan must
instruct their broker, bank or other nominee to complete and sign the
Authorization Form and return it to the Plan Administrator. If a
record owner or the broker, bank or other nominee for a beneficial
owner returns a properly executed Authorization Form to the Plan
Administrator without electing an investment option, such
Authorization Form will be deemed to indicate the intention of such
record owner or beneficial owner, as the case may be, to apply all
cash dividends and optional cash payments, if applicable, to the
purchase of additional shares of Common Stock. All questions and
communications regarding the Plan (except for transaction processing)
should be addressed to the Plan Administrator at the following address:
4
<PAGE> 10
The Bank of New York
Investor Relations Department
P.O. Box 11258 Church Street Station
New York, New York 10286-1258
1-800-524-4458
All questions regarding transaction processing (e.g., sales,
terminations, enrollments, requests for stock certificates and address
changes) shall be addressed to the Plan Administrator at the following
address:
The Bank of New York
P.O. Box 1958
Newark, New Jersey 01710-9774
1-800-524-4458
7. WHEN MAY AN ELIGIBLE SHAREHOLDER ENROLL IN THE PLAN?
An eligible shareholder may enroll in the Plan at any time so long as
the minimum number of shares (100) is placed in the account at the
time of enrollment. The minimum number of shares can initially be
placed in the account by a combination of no less than 10 shares of
Common Stock with a simultaneous optional cash contribution sufficient
to purchase 90 shares. You will begin to participate in the Plan as
of the dividend payment date associated with the first dividend record
date which occurs after the date the Plan Administrator receives your
signed Authorization Form or the date of your first optional cash
payment, whichever occurs first. The dividend record dates usually
precede the dividend payment dates by approximately two weeks.
8. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The Authorization Form provides for the purchase of additional shares
of the Corporation's Common Stock through the following three (3)
investment options:
A. "Full Dividend Reinvestment" -- this directs the
investment of cash dividends on all of the shares of
Common Stock then or subsequently registered in your
name. However, full dividend reinvestment is
permitted only with dividends on at least 100 or more
shares of Common Stock.
B. "Partial Dividend Reinvestment" -- directs the
investment of cash dividends on only a specified
number of your shares of Common Stock. However,
partial dividend reinvestments are permitted only
with dividends on at least 100 or more shares of
Common Stock.
C. "Optional Cash Payments" -- directs that in addition
to the election of Full or Partial Dividend
Reinvestment, the Plan Administrator will apply any
optional cash payments (subject to the minimum and
maximum limitations) received from the Participant,
towards the purchase of additional shares of Common
Stock.
You may select either of the cash dividend reinvestment alternatives.
In order to select the optional cash payment alternative, the
Participant must select either of the dividend reinvestment
alternatives as well. In each case, the cash dividends on shares held
for your account under the Plan will be reinvested in accordance with
the Plan.
5
<PAGE> 11
9. HOW MAY A PARTICIPANT CHANGE PARTICIPATION ALTERNATIVES UNDER THE PLAN?
As a Participant, you may change your investment alternatives at any
time by requesting a new Authorization Form and returning it to the
Plan Administrator at the address set forth in Question 6. If an
Authorization Form changing the reinvestment of cash dividends is
received before the record date for payment of the related cash
dividends, the change will be effected on the following dividend
payment date. If the Authorization Form is received later than that
date, the change will be put into effect on the next cash dividend
payment date.
10. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES
UNDER THE PLAN?
A quarterly dividend reinvestment fee currently of One Dollar and
50/100 Dollars ($1.50) on each account in the Plan is charged by the
Plan Administrator and will be paid by the Corporation for all
Participants. All other transaction and/or administrative service
fees are charged by the Plan Administrator in accordance with the fee
schedule set forth on Addendum A to this Prospectus and will be
payable by Plan Participants. In addition, if shares of Common Stock
are acquired on the open market by the Agent on behalf of
Participants, each Participant will pay a pro rata share of brokerage
fees and/or commissions in connection with those open market
purchases. The fees and commissions are set forth in Addendum A.
11. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares purchased under the Plan either will come from the
Corporation's treasury stock, authorized but unissued shares or from
shares purchased by the Agent for Participants' accounts in the open
market. The decision to purchase shares in the open market will be
made by the Corporation and will take into account the Corporation's
equity position, general market conditions, relationships between the
purchase price and the book value per share, and other relevant
factors.
12. HOW MANY SHARES WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares purchased for your account will depend on the
amount of your cash dividends to be reinvested, whether optional cash
payments have been made and the amount, and the price per share. Your
account will be credited with the number of shares, including
fractional shares carried to four decimal points, equal to the total
cash amount to be invested, divided by the applicable purchase price
per share.
13. WHAT WILL BE THE PRICE OF SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN?
For purposes of determining the number of shares of Common Stock to be
purchased for Participant's accounts under the Plan directly from the
Corporation with reinvested cash dividends (including those dividends
on all shares of Common Stock credited to Participant's accounts under
the Plan) and with optional cash payments, the price per share will be
the fair market value of the Common Stock determined by 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 of
Common Stock were traded preceding the dividend payment date. In no
event will the price be less than 90% of the average of the highest
and lowest quoted selling price on the last trading day of that five
(5) day period.
For open market purchases of shares, the price will equal the average
price of all shares purchased by the Plan Administrator in the open
market as Agent for all Participants.
6
<PAGE> 12
The determination of the purchase price of the shares is solely for
the purpose of determining the number of shares to be purchased for
each Participant's account and does not determine the Participant's
tax basis in the shares so purchased. See Question 24.
14. CAN PARTICIPANTS CHOOSE TO SELL THEIR SHARES IN THEIR PLAN ACCOUNTS?
Yes. The Plan Administrator and/or the Agent will be able to sell
your shares of Common Stock in your account if you provide authority
to them to do so. In order to sell your shares in your account, a
Participant may at any time withdraw any number of shares held in his
or her account, without terminating the Plan account, so long as at
least 100 shares remain in the account after withdrawal. If you wish
to withdraw from the Plan, you should utilize the Transaction Request
Form attached to the bottom of your statement. There will be fees
associated with withdrawing Plan Shares as disclosed on Addendum A to
this Prospectus and the customary brokerage fee will be charged by the
Agent for such service. If less than the minimum 100 shares remain in
your account after a partial withdrawal, participation in the Plan is
subject to termination by the Corporation.
15. WHEN WILL PURCHASES OF SHARES OF COMMON STOCK BE MADE?
Purchases of shares will be made on the "Investment Date" in each
month. The Investment Date with respect to Common Stock relating to
cash dividend reinvestments and optional payments received prior to
the 10th day of the month in which a cash dividend is paid, will be
the dividend payment date declared by the Board of Directors (unless
such date is not a business day in which case it is the first business
day immediately thereafter). The Investment Date with respect to
Common Stock acquired in any other month directly from the Corporation
using optional cash payments received prior to the 10th day of such
month and in the case of open market purchases, will be the 15th day
of the month (unless such date is not a business day in which case it
is the first business day immediately thereafter).
When open market purchases are made by the Agent at the direction of
the Plan Administrator, such purchases may be made on any securities
exchange where the shares are traded, in the over the counter market
or by negotiated transactions, and may be subject to such terms with
respect to price, delivery and other matters as agreed to by the Plan
Administrator. Neither the Corporation nor any Participant shall have
any authorization or power to direct the time or price at which shares
will be purchased or the selection of the broker or dealer through or
from whom purchases are to be made by the Plan Administrator.
However, when open market purchases are made by the Agent for the Plan
Administrator, the Agent shall use reasonable efforts to purchase the
shares at the lowest possible price.
Shares purchased under the Plan will be allocated and credited to
Participants' accounts on the appropriate Investment Date.
No interest will be paid on cash dividends or optional cash payments
pending investment or reinvestment under the terms of the Plan. Since
no interest is paid on cash held by the Plan Administrator, it
normally will be in the best interest of a Participant to defer
optional cash payments until shortly before the 10th day of the month.
All payments must be good funds, i.e. the check has been processed
through the bank clearing house. Checks payable to a Participant and
endorsed to the Plan Administrator are not acceptable.
7
<PAGE> 13
16. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
As soon as practicable after each purchase of Common Stock under the
Plan (on a quarterly basis with respect to reinvestment of cash
dividends and on a monthly basis for optional cash payments), a
statement of the transaction reflecting the amount, per share price
and number of full and fractional shares purchased, and all applicable
fees, will be mailed to the Participant by the Plan Administrator.
These statements and reports are your continuing record of account
activity and the cost of your purchases and should be retained for tax
purposes. In addition, you will receive copies of communications sent
to holders of the Corporation's Common Stock, including the
Corporation's quarterly reports, annual reports, notices of
shareholder meetings and proxy statements, and any reports of taxable
income as may be required by the Internal Revenue Service ("IRS").
17. WILL PARTICIPANTS BE CREDITED WITH CASH DIVIDENDS ON FULL AND
FRACTIONAL SHARES HELD IN THEIR ACCOUNTS UNDER THE PLAN?
Credit will be made in each account for the purchase of whole and
fractional shares carried to four decimal points, and the dividends
will be so allocated.
18. WILL STOCK CERTIFICATES BE ISSUED FOR THE SHARES OF COMMON STOCK
PURCHASED?
Certificates for the shares of Common Stock purchased under the Plan
will not be issued directly to you, unless requested as hereinbelow
provided. Stock certificates will be held in the name of a nominee of
the Plan Administrator and credited to your account as described
above. The number of shares credited to your account under the Plan
will be shown on your statement of account. This additional service
protects against loss, theft or destruction of stock certificates.
Certificates for any number of shares up to the full number of shares
credited to your account under the Plan will be delivered to you upon
written request by you. This request should be mailed to the Plan
Administrator at the address set forth in Question 6. Until a sale,
termination or change in your method of participation, cash dividends
for all such shares will continue to be reinvested pursuant to the
Plan.
The shares credited to your account under the Plan may not be pledged
or assigned. Any attempted pledge or assignment shall be void. If
you wish to pledge shares held under the Plan, you must request that
the shares be withdrawn from the Plan and that certificates for those
shares be reissued in your name.
19. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED TO PLAN
PARTICIPANTS?
The Corporation's shares purchased under the Plan will be registered
in the name of the Plan Administrator. Accounts for each Participant
will reflect the number of whole shares and fractional shares held in
the name of the Plan Administrator for the benefit of each
Participant. Should you want the shares registered and reissued in
your name, you must so indicate by written request bearing your
signature. Since this would constitute a partial withdrawal of
shares, you will be responsible for any transfer taxes that may be due
and for compliance with any other applicable transfer or Plan
termination requirements, including the requirement of maintaining at
least 100 shares of Common Stock in the Plan.
8
<PAGE> 14
20. HOW DO PARTICIPANTS CHANGE THEIR METHOD OF PARTICIPATION?
You may change your method of participation at any time by indicating
the change on an Authorization Form and mailing it to the Plan
Administrator at the address set forth in Question 6.
21. HOW DOES A PARTICIPANT WITHDRAW SHARES FROM HIS OR HER PLAN ACCOUNT?
A Participant may withdraw all or a portion of his shares from their
account at any time. In order to continue as a Participant in the
Plan, however, you must maintain a minimum of one hundred (100) shares
in your account. Total or partial withdrawal is accomplished by
notifying the Plan Administrator in writing that you wish to do so.
Such notice should be sent to the address set forth in Question 6. At
your request, the Plan Administrator, through the Agent, will sell the
shares withdrawn, and in that event you will be charged any brokerage
commissions on the sale, as well as any transfer tax or other direct
costs incurred in connection with the sale. The sale will be made by
the Agent for your account, on the open market, as soon as practicable
after receipt of such request.
22. HOW MAY PARTICIPATION IN THE PLAN BE TERMINATED?
In order to terminate your participation in the Plan, you must notify
the Plan Administrator in writing that you wish to do so. Such notice
should be addressed to the Plan Administrator at the address set forth
in Question 6.
Upon termination, you may elect to receive: (a) stock certificates
for the full shares held for your account under the Plan, plus a check
for the proceeds from the sale of any fractional share; or (b) a check
for the proceeds from the sale of all shares, including any fractional
share, held for your account, less any brokerage fees or commissions
and any applicable transfer taxes or other direct costs incurred in
connection with the sale. The sale will be made by the Agent for your
account, on the open market, within 10 business days after receipt of
your request or as soon as otherwise practicable.
23. WHEN MAY PARTICIPATION IN THE PLAN BE TERMINATED?
You may terminate your participation in the Plan at any time.
However, if the request to terminate is received within two business
days prior to the dividend payment date, cash dividends paid on that
dividend payment date may be reinvested for your account. In the
event cash dividends are reinvested, after the receipt of a request to
terminate, the request will be processed as promptly as possible
following the applicable dividend payment date.
All subsequent cash dividends will be paid to you by check in the
ordinary manner, unless you re-enroll in the Plan, which you may do at
any time.
The Plan provides for the termination of any Participant's account
upon adequate written notice of such Participant's death or
adjudication of incompetency, in which cases no further purchases for
the account will be made.
24. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?
The following discussion summarizes the principal federal income tax
consequences, under current law, of participation in the Plan. It
assumes that all dividend distributions by the Corporation will be
from "earnings and profits" of the Corporation and therefore will
constitute dividends (rather than a return of capital) for federal
income tax purposes. This discussion does not address all potentially
relevant federal income tax matters, including consequences peculiar
to persons subject to special provisions of federal income tax law.
It is based on various rulings of the Internal Revenue Service
regarding several types of dividend reinvestment plans, but no ruling
has been issued or requested regarding the
9
<PAGE> 15
Plan. The following discussion is for general information only, and
Participants are urged to consult their own tax advisors to determine
the particular federal, as well as state and local, tax consequences
that may result from participation in the Plan and the disposition of
any shares of Common Stock purchased pursuant to the Plan.
(a) REINVESTED DIVIDENDS. When your dividends are
reinvested to acquire shares of Common Stock, you
will be treated as having received a taxable dividend
equal to the amount of reinvested dividends. For
example, if dividends of $100 are reinvested under
the Plan to acquire shares of Common Stock with a
fair market value of $100, the amount of taxable
dividend income will be $100. The initial tax basis
of a share of Common Stock you acquire with
reinvested dividends will equal the amount of the
dividend represented by the share, i.e., the share's
purchase price and if the share is acquired through
an open market purchase, increased by the amount of
any brokerage commissions and other acquisition fees
allocable to the share.
(b) HOLDING PERIOD. The holding period for a share of
Common Stock acquired under the Plan will begin the
day after the date on which the share was acquired by
the Plan Administrator.
(c) RECEIPT OF SHARE CERTIFICATES AND CASH. You will not
realize any income when you receive certificates for
shares credited to your account under the Plan. If
the Plan Administrator sells shares from your Plan
account for you, you will recognize gain or loss
equal to the difference between the amount you
realize on the sale and your tax basis in the shares.
Gain or loss recognized on a sale of shares from your
Plan account generally will be capital gain or loss
if you hold your shares of Common stock in the Plan
as capital assets, and will be long- term gain or
loss if the holding period exceeds one year when the
sale occurs.
25. WHAT HAPPENS WHEN YOU WITHDRAW SHARES FROM THE PLAN AND SELL OR
TRANSFER ALL OF THE SHARES REGISTERED IN YOUR NAME?
If you withdraw some but not all of your shares from the Plan and then
sell or transfer the shares withdrawn, cash dividends on shares which
remain in your account will continue to be reinvested, subject to the
requirement that a minimum of one hundred (100) shares must at all
times be maintained in each account.
If a Participant has at any time less than 100 shares remaining in the
Plan, the Corporation reserves the right not to reinvest dividends on
those shares remaining in such account and to terminate such
Participant's account. If the Corporation exercises this right, the
Plan Administrator will close out the account and return to the
Participant a Common Stock certificate representing the number of
whole shares remaining in the account and a check representing the
market value of any fractional share.
26. WHAT HAPPENS WHEN YOU WANT A PARTIAL WITHDRAWAL OF PLAN SHARES?
If you are reinvesting the cash dividends on all of the shares
registered in your name (i.e., you have elected the "Full Dividend
Reinvestment" alternative as described in Question 8), and you
withdraw and sell or transfer a portion of such shares, the cash
dividends on the remainder of the shares credited in your account will
continue to be reinvested.
10
<PAGE> 16
27. IF THE CORPORATION HAS A RIGHTS OFFERING, HOW WILL THE RIGHTS ON THE
PLAN SHARES BE HANDLED?
If the Corporation should offer to the holders of its Common Stock
rights to subscribe to Common Stock, or warrants to purchase Common
Stock, The Bank of New York, as Plan Administrator, will sell such
rights, credit your account in proportion to the full and fractional
shares held therein on the record date for such rights offering, and
apply the proceeds to the purchase of additional shares of Common
Stock. If you wish to exercise such rights with respect to your
shares held by the Plan Administrator, you must furnish to The Bank of
New York, and it must receive prior to the record date for any such
offering, instructions that The Bank of New York deliver to you a
certificate for the full shares. The Company and the Plan
Administrator reserve the right to suspend or otherwise restrict any
transaction processing during the period of any said offering.
28. WHAT HAPPENS IF THE CORPORATION ISSUES A DIVIDEND PAYABLE IN STOCK OR
DECLARES A STOCK SPLIT?
Any dividend payable in stock or split shares distributed by the
Corporation on shares held in your account will be distributed to you.
For shares credited to your account under the Plan, any such
additional shares will be added to your Plan account. The Company and
the Plan Administrator reserves the right to suspend or otherwise
restrict during the period of any such stock split or stock dividend
any transaction processing.
29. HOW WILL A PARTICIPANT'S SHARES HELD BY THE PLAN ADMINISTRATOR BE
VOTED AT SHAREHOLDERS' MEETINGS?
If the Participant is a record owner and/or owns shares in the Plan,
the Participant will receive a proxy card covering both directly held
shares and shares held in the Plan. If the Participant is a
beneficial owner, the Participant will receive a proxy covering shares
held in the Plan through his or her broker, bank or other nominee. If
a proxy is returned properly signed and marked for voting, all the
shares covered by the proxy will be voted as marked. If a proxy is
returned properly signed but no voting instructions are given, all of
the Participant's shares will be voted in accordance with
recommendations of the Board of Directors of the Corporation. If the
proxy is not returned, or if it is returned unexecuted or improperly
executed, shares registered in a Participant's name may be voted only
by the Participant in person or by execution of a valid proxy.
30. WHAT ARE THE RESPONSIBILITIES OF THE CORPORATION AND THE PLAN
ADMINISTRATOR UNDER THE PLAN?
Neither the Corporation, the Plan Administrator nor the Agent will be
liable under the Plan for any act done in good faith or for any good
faith omission to act, including, without limitation, any claim of or
liability arising out of failure to terminate your account upon your
death, the prices at which shares are purchased for your account, the
times when purchases or sales are made, or the fluctuations in the
market value of the Corporation's stock held for your account.
YOU SHOULD RECOGNIZE THAT NEITHER THE PLAN ADMINISTRATOR NOR THE
CORPORATION CAN ASSURE YOU OF A PROFIT OR PROTECT YOU AGAINST A LOSS
ON THE SHARES HELD FOR YOUR ACCOUNT UNDER THE PLAN.
Neither the Corporation, the Plan Administrator nor the Agent shall
have any responsibility beyond the exercise of ordinary care for any
action taken or omitted in connection with the Plan, nor shall they
have any duties, responsibilities or liabilities except as expressly
set forth herein.
11
<PAGE> 17
31. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Board of Directors of the Corporation reserves the right to amend,
modify, suspend or terminate the Plan at any time. Notice of any
material amendment or modification, or of any suspension or
termination, will be mailed to all Participants prior to the effective
date thereof. Any amendment or modification shall conclusively be
deemed to be accepted by the Participant unless, prior to the
effective date thereof, the Plan Administrator receives written notice
of the termination of his or her account. The Corporation may
substitute another administrator or agent in place of the Plan
Administrator at any time; Participants will be promptly informed of
any such substitution.
Upon termination of the Plan, a certificate for the full shares
credited to your account under the Plan will be issued, and a cash
payment will be made for any fractional shares credited to your
account.
32. HOW MAY SHAREHOLDERS OBTAIN ANSWERS TO OTHER QUESTIONS REGARDING THE
PLAN?
Any additional questions about the Plan should be addressed to the
Plan Administrator:
The Bank of New York
Investor Relations Department
P.O. Box 11258 Church Street Station
New York, New York 10286-1258
1(800) 524-4458
33. WHAT PROVISIONS ARE MADE FOR THOSE SHAREHOLDERS WHOSE DIVIDENDS ARE
SUBJECT TO INCOME TAX WITHHOLDINGS?
Dividends received by foreign corporations and nonresident aliens
generally are subject to United States withholding taxes. The Plan
Administrator will deduct the amount of tax to be withheld from a
foreign corporation or non-resident alien. If withholding is not
required to be imposed as provided in the prior sentence, no
withholding will apply unless the dividend payment is subject to a
backup withholding. Backup withholding is required if a Participant
fails to provide a completed Payor's Request for Taxpayer
Identification Number Substitute Form W-9 and is not otherwise exempt
from backup withholding, or if the Internal Revenue Service notifies
the Corporation that the Participant has provided an incorrect
taxpayer identification number or has failed to report dividend or
interest income.
CORPORATION'S CAPITAL STOCK
The Corporation is authorized to issue 50,000,000 shares of Common Stock,
without stated par value, of which 4,608,383 shares are outstanding as of the
date of this Prospectus. Each holder of Common Stock is entitled to one vote
per share. On the election of directors, each shareholder has the right to
vote the number of shares owned by him on the record date for as many persons
as there are directors to be elected. The Corporation's shareholders do not
have preemptive rights to subscribe to additional shares of Common Stock issued
by the Corporation.
The Articles of Incorporation ("Articles") provide that the holders of at
least two-thirds of the Corporation's Common Stock must approve a merger,
liquidation, dissolution or any other action that would result in a disposition
of all or substantially all assets. The Articles also provide that in opposing
a tender offer or other offer for the Corporation, the Board of Directors may,
but is not required to, consider any pertinent issues, including certain non-
financial factors, including but not limited to the impact of the acquisition
on employees, depositors and customers and the reputation and business
practices of the acquirer, among others. In addition, the Articles provide
that amendment or repeal of the sections described in the two preceding
sentences require the vote of at least two-thirds of the Corporation's Common
Stock.
12
<PAGE> 18
Upon liquidation, dissolution or winding up of the Corporation, after
payment to creditors and holders of any outstanding shares of preferred stock,
the assets of the Corporation will be divided pro rata on a per share basis
among the holders of the Common Stock. The outstanding shares of Common Stock
are non-assessable.
USE OF PROCEEDS
The Corporation does not know either the number of shares of Common Stock
that will be ultimately sold pursuant to the Plan or the prices at which such
shares will be sold. However, the Corporation proposes to use the net proceeds
from the sale of newly issued or treasury shares of Common Stock for general
corporate purposes.
LEGAL OPINION
Certain legal matters, including, among other things, the legality of the
Common Stock offered hereby, have been passed upon by Glass, McCullough,
Sherrill & Harrold, 1409 Peachtree Street, N.E., Atlanta, Georgia 30309,
counsel to the Corporation. Mr. Shinall, a partner of the law firm, is a
director of the Corporation and one of its affiliates. He beneficially owns
8,492 shares of the Common Stock of the Corporation and another partner of the
firm owns five hundred (500) shares of Common Stock.
EXPERTS
The consolidated financial statements of the Corporation as of December 31,
1994 and for each of the years in the two-year period ended December 31, 1994
have been incorporated by reference herein in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing. The report of KPMG Peat Marwick LLP refers to a change in the
method of accounting for investment securities at December 31, 1993 to adopt
the provisions of Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities" and 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."
The consolidated financial statements of the Corporation appearing in the
Corporation's Annual Report (Form 10-K) for the fiscal year ended December 31,
1995 have been audited by Ernst & Young LLP, independent auditors, as indicated
in their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated by reference in
reliance upon the authority of such firm as experts in accounting and auditing.
INDEMNIFICATION
The Corporation provides indemnification to its officers and directors for
liability and expenses incurred by them in connection with any civil, criminal
or administrative claim or proceeding 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. Such indemnification is in accordance with the Georgia
Business Corporation Code and in accordance with provisions contained in the
Articles.
In the case of indemnification, these provisions could apply to actions
arising under the federal securities laws, including the Securities Act of
1933. The limitation of personal liability provision, however, does not apply
to actions for injunctive relief, specific performance, rescission, other
equitable remedies, or actions based on breach of loyalty to the Corporation or
its shareholders, intentional misconduct, knowing violations of law, unlawful
distributions, improper personal benefit, or violations of the federal
securities laws.
13
<PAGE> 19
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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
14
<PAGE> 20
ADDENDUM A
Fees(1)
<TABLE>
<S> <C>
Quarterly Dividend Reinvestment Fee $1.50 (2)
Optional Cash Payment Fee, per transaction 2.00
Partial or Complete Withdrawal of Shares 5.00
Automatic Deposit Transfer 0.75
Deposit of Shares for Safekeeping 7.00
Book Transfer of Plan Shares 5.00
Brokerage Commission (if applicable) 0.06
</TABLE>
- --------------------------------------------------------------------------------
(1) Fees are as of September 1, 1996 and are subject to change.
(2) This fee will be paid by the Corporation on behalf of all Participants.
15
<PAGE> 21
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following are actual or estimated expenses incurred or to be
incurred by the Registrant in connection with the issuance and sale of the
securities being registered:
<TABLE>
<CAPTION>
Fees Amount
---- ------
<S> <C>
Securities and Exchange $ 2,230.60
Commission Registration Fee
Printing expenses $ 1,000.00
Registrant's legal fees $ 3,500.00*
Blue Sky filing fees and expenses $ 3,000.00*
Accounting fees and expenses $ 5,000.00*
Miscellaneous expenses $ 2,269.40*
TOTAL $12,000.00*
==========
</TABLE>
* Estimated
Item 15. 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.
II-1
<PAGE> 22
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 an 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 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 16. Exhibits
(a) The following exhibits are filed as part of this Registration
Statement or incorporated herein by reference:
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
5.1 Opinion of Counsel
10.1 Dividend Reinvestment Plan
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Ernst & Young LLP
24.1 Powers of Attorney
</TABLE>
II-2
<PAGE> 23
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
1933 Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) 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;
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the 1933 Act, 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 the time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered that remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1993 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions discussed in
Item 15 hereof, or otherwise, the Registrant has been advised that in the
opinion of the 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 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 hereby, 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-3
<PAGE> 24
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.
II-4
<PAGE> 25
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, 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
James B. Miller, Jr. Executive Officer)
/s/ Mr. 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-5
<PAGE> 26
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
5.1 Opinion of Counsel
10.1 Dividend Reinvestment and Stock Purchase Plan
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Counsel (incorporated in Exhibit 5.1)
24.1 Powers of Attorney
</TABLE>
II-6
<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-3 ("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
DIVIDEND REINVESTMENT PLAN
<PAGE> 2
FIDELITY NATIONAL CORPORATION
DIVIDEND REINVESTMENT PURCHASE PLAN
The purpose of this Dividend Reinvestment Plan ("Plan") of Fidelity
National Corporation ("Corporation") is to provide the holders of the Common
Stock of the Corporation with a simple, economical and convenient method of
purchasing additional shares of Common Stock of the Corporation through the
automatic reinvestment of cash dividends and by making optional cash payments
in the Plan. The Plan is set forth as follows:
1. All record owners or beneficial owners of at least 100 shares
of the Corporation's Common Stock, without stated value, ("Common Stock") are
eligible to participate in Plan. Beneficial owners of Common Stock whose
shares are held by them in registered names other than their own, such as in
the names of brokers, or broker or bank nominees, should, if they wish to
participate in the Plan, either arrange for the holder of record to join the
Plan or have the shares they wish to enroll in the Plan transferred to their
own names. Initial enrollment in the Plan can be accomplished if a participant
owns a minimum of ten (10) shares of Common Stock so long as a simultaneous
cash payment in an amount required to purchase the remaining shares necessary
to at least equal the 100 share minimum is made at that time.
2. Shareholders may elect to become participants in the Plan
("Participants") by returning to the Plan Administrator a properly completed
Authorization Form in such form approved by the Corporation from time to time.
The completed Authorization Form appoints the Plan Administrator as agent for
the Participant, and:
a. authorizes the Corporation to pay to the Plan
Administrator for the Participant's account all cash
dividends payable on the Common Stock which the
Participant has enrolled in the Plan and permits each
Participant to elect either full or partial dividends
to be reinvested; and
b. authorizes the Plan Administrator to retain for
credit to the Participant's account any cash
dividends and any shares of Common Stock distributed
as a non-cash dividend or otherwise on the shares of
Common Stock purchased pursuant to the Plan; and
c. authorizes the Plan Administrator to apply such cash
dividends to the purchase of shares of Common Stock
in accordance with the terms and conditions of the
Plan; and
d. authorizes the Plan Administrator to apply any
optional cash payments (subject to minimum and
maximum limitations) towards the purchase of
additional shares of Common Stock.
3. After receipt and acceptance of the properly completed
Authorization Form, the Plan Administrator will open an account under the Plan
for the Participant and will credit to such account:
a. all cash dividends received by the Plan Administrator
from the Corporation on shares of Common Stock
registered in the Participant's name and enrolled in
the Plan by the Participant, commencing with the
first such dividend paid after receipt of the
Authorization Form by the Plan Administrator;
b. all whole and fractional shares (carried to four
decimals) purchased for the Participant's account
after making appropriate deduction, if any, for the
costs and fees (if any) associated with the purchase
of such shares;
c. any shares of Common Stock distributed by the
Corporation as a dividend or otherwise on shares
credited to the Participant's account; and
<PAGE> 3
d. all whole and fractional shares purchased for the
Participant's account using optional cash payments
made by any Participant.
4. Optional cash payments made by Participants shall be made in a
minimum amount of $100; a quarterly maximum amount of $50,000; and a maximum
amount of $100,000 during any twelve (12) month period.
5. Cash dividends and optional cash payments credited to a
Participant's account may be commingled with cash dividends and optional cash
payments credited to all accounts under the Plan and will be applied to the
purchase of shares of Common Stock of the Corporation. Shares to be credited
to Plan accounts may be acquired directly from the Corporation or 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 shares for the Participant's account shall be the
average price of all shares purchased by it as agent for all Participants with
the proceeds of a cash dividend and/or optional cash payments, 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 the 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 dividend payment
date, and, as to optional payments in any month cash for which there is not a
divident payment date, the 15th day of the month (or the next preceding
business day if it is not a business day), 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 day of that five (5) day period. The Corporation may
revise or modify the applicable date from time to time. The Plan Administrator
will make reasonable efforts to reinvest all cash dividends and optional cash
payments promptly after receipt except where, in the opinion of the Plan
Administrator's counsel, such investments are restricted by an applicable state
or federal securities law. All cash dividends and optional cash payments will
be held pending investment in a non-interest bearing account maintained by the
Plan Administrator.
6. If for any reason the Plan Administrator is precluded from
acquiring shares of the Corporation's Common Stock for sixty (60) consecutive
days, the Plan Administrator shall remit, upon written request, all cash in the
Participant's account to the Participant promptly after such 60th day.
7. The Plan Administrator will mail to each Participant account
statements at the end of each calendar quarter in which a dividend is paid or
in any month wherein an optional cash payment is made, reflecting the number of
shares purchased, the cost per share, fees associated with such purchase (if
any) and the total shares of Common Stock held for each Participant.
8. 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
certificates will be delivered to a Participant for shares held under the Plan
("Plan Shares"), except upon written request, rather all whole and fractional
shares will be maintained by "book entry." A Participant may request stock
certificates for any full shares credited to his account at any time, and such
a request will be deemed to withdraw those shares from the Plan. No
certificates will be delivered for fractional shares, rather the Plan
Administrator will pay cash to the withdrawing Participant representing the
market value of any fractional share in the account. Accounts under the Plan
will be maintained in the same name or names in which the Participant's
certificates are registered when the Participant enrolls in the Plan and stock
certificates for full shares upon withdrawal will be similarly registered when
issued to the Participant. As an additional service to Participants, the Plan
permits the Plan Administrator to receive Common Stock certificates issued in
the name of Participants, for safekeeping for an additional service charge.
9. It is understood that the automatic reinvestment of dividends
does not relieve the Participant of any federal and state income tax which may
be payable on such dividends. The Plan Administrator will comply with all
applicable Internal Revenue Service requirements concerning the filing of
information returns for dividends credited to each account under the Plan and
such information will be provided to the Participant by a duplicate of that
form or in a final statement of account for each calendar year. With respect
to foreign Participants whose dividends are subject to United States income tax
withholding, the Plan Administrator will comply with all
<PAGE> 4
applicable Internal Revenue Service requirements concerning the amount of tax
to be withheld, which will be deducted from the dividends prior to investment.
10. 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 Plan accounts or for shares held by the Plan Administrator
for safekeeping. The Plan Administrator will not vote any shares held in the
Plan or for safekeeping unless properly authorized to do so by proxy duly
executed by such person authorized to vote such shares.
11. A Participant may terminate his account at any time by giving
a written notice of termination to the Plan Administrator. A Participant may
also withdraw all (which would result in termination) or some of the
Participant's Plan Shares by written notice to the Plan Administrator. In
order to terminate participation in the Plan, written notice of termination
must be received by the Plan Administrator no later than ten (10) days before
the next dividend record date. The Plan Administrator may terminate a
Participant's account if at least the minimum 100 shares of Common stock are
not maintained in the account by mailing a 30-day written notice of termination
to the Participant at the Participant's last address of record. Upon
termination, the Participant shall receive a stock certificate representing all
whole shares credited to his account and cash in lieu of any fractional shares
based upon the market value of such shares as defined in Paragraph 5 hereof.
12. A Participant may sell Plan shares, but in order to do so, the
Participant will have to withdraw the shares proposed to be sold from the Plan
and deliver such shares to the Plan Administrator or its brokerage affiliate
for sale in the open market, or deliver such shares to another broker-dealer of
the Participant's choice.
If a Participant terminates an account following payment of a dividend
(but prior to the allocation of shares of Common Stock), the Plan Administrator
may pay out all whole shares allocated to that Participant's account at the
time of the request for termination and pay out any fractional shares following
allocation of shares to the Participant's account based on the most recently
paid dividend.
13. If at any time a Participant ceases to be a record owner or
beneficial owner of at least 100 shares of Common Stock in his or her account,
the Plan Administrator may mail a written notice to such Participant requesting
instructions as to the disposition of any remaining shares in the Participant's
account under the Plan. If within 30 days of mailing such notice the Plan
Administrator does not receive instructions from the Participant, the Plan
Administrator shall terminate the Participant's account.
14. 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 letter 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.
15. The Participant shall not sell, pledge, hypothecate, assign,
or transfer any Plan shares held for his account by the Plan Administrator,
except that the Plan Administrator may, with proper authorization, make book to
book transfers of shares held in the Plan. The Plan Administrator has no
obligation to follow any instructions of the Participant with respect to the
Plan shares, reinvestment of cash dividends or the application of optional cash
payments, except as expressly provided under the terms and conditions of the
Plan.
Participants shall pay certain transaction fees associated with
permissible transactions under the Plan, in accordance with a schedule of fees
established by mutual agreement between the Plan Administrator and the
Corporation from time to time. The quarterly dividend reinvestment fee charged
by the Plan Administrator, and which is currently one dollar and 50/100 dollars
($1.50) per quarter per account, will be paid by the Corporation. When and if
shares are acquired in the open market to be credited to Plan accounts, all
Participants will pay a pro rata share of brokerage fees and/or commissions on
the open market purchases, unless otherwise provided by the Corporation.
<PAGE> 5
16. 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 Plan literature to the
holders of Common Stock, 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 to from time to time.
17. 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 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 Plan shares are either purchased or sold for the Participant's account or
the timing of, or terms on which, such purchases or sales are made; or (c) for
the market value or fluctuations in market value after purchase of Plan shares
credited to the Participant's account.
18. The Corporation may modify, amend, suspend or terminate the
Plan at any time or waive any provision thereof from time to time.
19. This 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 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Fidelity National Corporation:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus. 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 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of Fidelity National
Corporation for the registration of 500,000 shares of its common stock and to
the incorporation by reference therein 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.
------------------------------
