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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 0-22374
NOTIFICATION OF LATE FILING
(Check One) [X]Form 10-K [ ]Form 11-K [ ]Form 20-F [ ]Form 10-Q [ ]Form N-SAR
For Period Ended: December 31, 1996
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For the Transition Period Ended:
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Nothing in the form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
N/A
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PART I - REGISTRANT INFORMATION
Fidelity National Corporation
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Full Name of Registrant
160 Clairemont Avenue
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Address of Principal Executive Office (STREET AND NUMBER)
Decatur, Georgia 30030
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City, State and Zip Code
PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check appropriate box)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period. (Attach Extra Sheets if Needed)
The Office of the Comptroller of the Currency ("OCC") as a function of
its oversight of banks examines the financial books and records of Fidelity
National Bank ("Bank"). On March 21, 1997, the OCC examiners preliminary
informed the Company that they believed the Bank's allowance for loan losses at
December 31, 1996 should be substantially increased. The OCC examination is
continuing as of this date. The OCC has indicated its examination will be
completed by March 28, 1997, at which time the Company will be advised as to
the OCC's findings. The Company intends to promptly evaluate the findings and
the basis therefore and record adjustments it concludes are appropriate. The
company believes that all adjustments resulting from the OCC examination should
be reflected in its annual report on Form 10-K which is due on March 31, 1997.
However, it will not be possible for the Company to reflect these findings and
complete and file its annual report on Form 10-K by the due date of March 31,
1997. Accordingly, the Company files this Form 12B-25 for the extension of 15
calendar days to file its annual report on Form 10-K.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Howard Griffith 404 240-1575
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such reports been
filed? If answer is no identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made. See
Attachment A.
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Fidelity National Corporation
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 27, 1997 By M. Howard Griffith, Jr.
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Title: Chief Financial Officer
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ATTACHMENT A
TO FORM 12B-25
FIDELITY NATIONAL CORPORATION
The Company's results of operations for the nine months ended September
30, 1996, as reported on its quarterly reports on Form 10-Q, reflect a
significant decline in earnings from the comparable period of 1995. The results
of operations for the fourth quarter of 1996 will reflect a continuing decline
in the results of operations compared to 1995. Therefore, the results of
operations for 1996 will reflect a significant adverse change from the
corresponding 1995 period.
