<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Fidelity National Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
FIDELITY NATIONAL CORPORATION
3490 PIEDMONT ROAD
ATLANTA, GEORGIA 30305
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 15, 1999
The Annual Meeting of Shareholders of Fidelity National Corporation
("Fidelity") will be held on Thursday, April 15, 1999, at 3:00 P.M. at its
office at ONE SECURITIES CENTRE, 3490 PIEDMONT ROAD, SUITE 1550, ATLANTA,
GEORGIA 30305, for the purposes of considering and voting upon:
1. The election of eleven directors to constitute the Board of
Directors to serve until the next Annual Meeting and until
their successors are elected and qualified.
2. Such other matters as may properly come before the meeting or
any adjournment thereof.
Only holders of Common Stock and Preferred Stock of record at the close
of business on February 28, 1999, will be entitled to notice of and to vote at
the meeting or any adjournment thereof.
A Proxy Statement and a Proxy solicited by the Board of Directors are
enclosed herewith. It is important that your shares be represented and voted at
the meeting. Please sign, date and return the Proxy promptly in the enclosed
business reply envelope. If you attend the meeting you may, if you wish,
withdraw your Proxy and vote in person.
Also enclosed is a copy of Fidelity's 1998 Annual Report to
Shareholders.
By Order of the Board of Directors,
/s/ Martha C. Fleming
-----------------------------------
Martha C. Fleming
Secretary
March 15, 1999
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY PROMPTLY SO THAT YOUR
VOTE MAY BE RECORDED AT THE MEETING IF YOU DO NOT ATTEND PERSONALLY.
<PAGE> 3
FIDELITY NATIONAL CORPORATION
3490 PIEDMONT ROAD
ATLANTA, GEORGIA 30305
PROXY STATEMENT
This Proxy Statement is furnished to you in connection with the
solicitation of Proxies by the Board of Directors of Fidelity National
Corporation ("Fidelity") for use at the Annual Meeting of Shareholders
("Meeting") to be held at its office at ONE SECURITIES CENTRE, 3490 PIEDMONT
ROAD, SUITE 1550, ATLANTA, GEORGIA 30305, on April 15, 1999, at 3:00 P.M. and
any adjournment thereof. The purposes of the Meeting are set forth in the
accompanying Notice of the Annual Meeting. It is anticipated that this Proxy
Statement and the accompanying Proxy will first be mailed to shareholders on
March 15, 1999.
The record date of holders of Common Stock and Preferred Stock entitled
to vote at the Meeting was taken as of the close of business on February 28,
1999. On that date, Fidelity had outstanding and entitled to vote 8,136,933
shares of Common Stock, no par value, with each share entitled to one vote and
984,000 shares of Preferred Stock with each share entitled to .86926 of a vote,
or a total of 855,352 votes.
A Proxy given pursuant to this solicitation may be revoked by the
holder of the capital stock who attends the Meeting and gives oral notice of his
or her election to vote in person, without compliance with any other
formalities. In addition, any Proxy given pursuant to this solicitation may be
revoked prior to the Meeting by delivering an instrument revoking it or a duly
executed Proxy bearing a later date to the Secretary of Fidelity. If the Proxy
is properly completed and returned by the holder of the capital stock and is not
revoked, it will be voted at the Meeting in the manner specified thereon. If the
Proxy is returned but no choice is specified thereon, it will be voted "FOR" all
of the nominees for director named herein and upon such other matters as may
properly come before the Meeting or any adjournment thereof in accordance with
the best judgment of the holders of the Proxy.
The presence of a majority of the votes entitled to be cast at the
Meeting represented in person or by proxy at the Meeting will constitute a
quorum. The eleven nominees receiving the highest vote totals will be elected as
directors of Fidelity. All other matters will be decided by the affirmative vote
of the majority of the votes entitled to be cast present or represented at the
Meeting.
Abstentions, withheld votes and broker non-votes will be included in
the calculation of the number of votes represented in person or by proxy at the
Meeting in determining whether the quorum requirement is satisfied, but will not
be counted as votes cast for any matter to be voted upon. Broker "non-votes"
occur when a broker holding shares of capital stock for a beneficial owner votes
on one matter pursuant to the broker's discretionary authority or pursuant to
instructions from the beneficial owner, but does not vote on another matter for
the reason that the broker does not have discretionary authority to vote such
shares on such other matter and has not received voting instructions from the
beneficial owner. Broker non-votes will not affect the votes required to elect
the directors, which is the only matter known to management which will be
presented at the Meeting.
The expenses of this solicitation, including the cost of preparing and
mailing this Proxy Statement, will be paid by Fidelity. Copies of solicitation
materials may be furnished to banks, brokerage houses and other custodians,
nominees and fiduciaries for forwarding to beneficial owners of shares of the
Common Stock and Preferred Stock and normal handling charges may be paid for
such forwarding service. In addition, directors, officers and other employees of
Fidelity, who will not be additionally compensated therefor, may solicit proxies
in person or by telephone.
1
<PAGE> 4
VOTING SECURITIES AND PRINCIPAL HOLDERS
The following table sets forth as of February 28, 1999, beneficial
ownership of Fidelity's capital stock by (i) each person known to be the
beneficial owner of more than 5% of the voting securities of Fidelity, (ii) each
director, (iii) the four most highly compensated executive officers, and (iv)
all directors and executive officers as a group.
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES PERCENT OF CLASS
OF BENEFICIAL OWNER OWNED BENEFICIALLY OUTSTANDING
- ------------------- ------------------ ----------------
<S> <C> <C>
James B. Miller, Jr. 2,715,545 (1) 30.2%
David R. Bockel 1,500 *
Dr. Edward G. Bowen 11,000 (2) *
Kevin S. King 4,000 (3) *
Larry D. Peterson 25,000 (4) *
Robert J. Rutland 148,764 (5) 1.7%
W. Clyde Shepherd, Jr. 125,322 1.4%
Gordon M. Sherman 175,652 (6) 2.0%
R. Phillip Shinall, III 8,887 (7) *
Rankin Smith, Jr. 17,474 (8) *
Felker W. Ward, Jr. 7,920 *
M. Howard Griffith, Jr. 9,954 (9) *
H. Palmer Proctor, Jr. 2,041 *
All directors and executive officers
as a group (13 persons) 3,253,059 (10) 36.2%
</TABLE>
(1) Includes 295,850 shares held by Fidelity National Bank ("Bank") as
trustee under five trusts for Mr. Miller's children and 180,433 shares
held by BAC Properties, a partnership of which Mr. Miller and his wife
own 40%. Also includes 34,770 shares of Common Stock issuable upon
conversion of shares of Preferred Stock and 51,726 shares of Common
Stock owned by his spouse and 32,020 shares of Common Stock that Mr.
Miller has the right to acquire pursuant to outstanding stock options.
Mr. Miller's business address is 3490 Piedmont Road, Atlanta, Georgia
30305.
(2) Includes 10,560 shares of Common Stock held by Dr. Bowen as trustee for
Target Benefit Plan.
(3) Includes 4,000 shares of Common Stock owned by Mr. King's wife.
(4) Includes 20,000 shares of Common Stock that Mr. Peterson has the right
to acquire pursuant to out-standing stock options.
(5) Includes 6,000 shares of Common Stock held by Mr. Rutland as trustee
for his children and 7,920 shares held by a family foundation.
(6) Includes 200 shares of Common Stock owned by Mr. Sherman's wife, and
173,852 shares of Common Stock issuable upon conversion of shares of
Preferred Stock.
(7) Includes 1,232 shares of Common Stock owned by Mr. Shinall's wife.
(8) Includes 298 shares of Common Stock owned by Mr. Smith's wife and 4,000
shares held by Mr. Smith as custodian for a child. Also includes 7,823,
1,390 and 2,607 shares of Common Stock issuable upon conversion of
shares of Preferred Stock owned by Mr. Smith, his spouse and Mr. Smith
as custodian for family members, respectively.
(9) Includes 6,954 shares of Common Stock issuable upon conversion of
shares of Preferred Stock.
(10) Includes 227,396 shares of Common Stock issuable upon conversion of
shares of Preferred Stock and 52,020 shares of Common Stock that the
beneficial owner has the right to acquire pursuant to outstanding stock
options.
* Less than one percent.
2
<PAGE> 5
ITEM 1 - NOMINATION AND ELECTION OF DIRECTORS
The number of directors is currently set at eleven by resolution of the
Board of Directors. The number of directors may be increased or decreased from
time to time by resolution of the Board of Directors or of the shareholders, but
no decrease shall have the effect of shortening the term of an incumbent
director. The terms of office for directors continue until the next annual
meeting of shareholders and until their successors are elected and qualified.
In the event that any nominee withdraws or for any reason is not able
to serve as a director, the Proxy will be voted for such other person as may be
designated by the Board of Directors as substitute nominee unless the Board of
Directors or shareholders by resolution provide for a lesser number of
directors, but in no event will the Proxy be voted for more than eleven
nominees. Management has no reason to believe that any nominee will not serve if
elected. All the nominees are currently directors of Fidelity.
INFORMATION ABOUT NOMINEES FOR DIRECTOR
The following information as of February 28, 1999, has been furnished
by the respective nominees for director. Except as otherwise indicated, each
nominee has been engaged in his present principal employment, in the same
position, for more than five years.
<TABLE>
<CAPTION>
Year Business Experience During Past
Name Age Elected Five Years And Other Information
- ---- --- ------- --------------------------------
<S> <C> <C> <C>
James B. Miller, Jr. (3) 58 1979 Chairman of the Board, President and Chief
Executive Officer of Fidelity since 1979.
A director of the Bank since 1976; President
and Chief Executive Officer of the Bank from 1977
to 1997; and Chairman of the Bank since 1998.
Chairman of the Boards of Fidelity National
Mortgage Corporation ("Fidelity Mortgage") and
Fidelity National Capital Investors, Inc. ("Fidelity
Capital").
David R. Bockel 54 1997 President of Bockel & Company, an advertising
agency in Atlanta, Georgia, since 1977. He is
also a Major General, U.S. Army Reserve. A
director of the Bank since 1997.
Dr. Edward G. Bowen 63 1989 Gynecologist and obstetrician in Atlanta, Georgia.
A director of the Bank since 1989.
Kevin S. King 51 1998 Partner in the law firm of King & Carragher,
Atlanta, Georgia. A director of the Bank since
1998.
Larry D. Peterson 50 1997 Director, President and Chief Executive Officer of
the Bank, and Vice President of Fidelity since
1997. Senior Vice President and Senior Segment
Manager of KeyCorp. from 1995 to 1997.
President, Central Indiana Region of Society
National Bank from 1992 to 1995.
</TABLE>
3
<PAGE> 6
<TABLE>
<S> <C> <C> <C>
Robert J. Rutland (2) (3) 57 1979 Chairman and Chief Executive Officer of Allied
Holdings, Inc., ("Allied") a transportation company
located in Decatur, Georgia, since 1995. President
and Chief Executive Officer of Allied from 1986 to 1995.
A director of the Bank since 1974.
W. Clyde Shepherd, Jr. (2) (3) 84 1979 Secretary/Treasurer of Shepherd Construction
Company, a general contracting company located in
Atlanta, Georgia. A director of the Bank from 1974
to 1998 and Chairman of the Board of Directors of
the Bank from 1989 to 1998.
Gordon M. Sherman (1) (2) 66 1997 Retired December 31, 1998, from his position as
Regional Commissioner of the Social Security
Administration for eight southeastern states. A
director of the Bank since 1997.
R. Phillip Shinall, III (1) (2) 52 1979 Partner in the law firm of Holland & Knight LLP,
Atlanta, Georgia, since 1997. Partner in the law
firm of Glass, McCullough, Sherrill & Harrold, LLP
from 1988 to 1997. A director of the Bank since 1979.
Rankin Smith, Jr. 51 1987 Advisor to the Atlanta Falcons football team. A
director of the Bank since 1987.
Felker W. Ward, Jr. (1) 65 1996 Chairman of Pinnacle Investment Advisors, Inc., an
investment advisory firm, since 1991. A director of AGL
Resources, Inc., a natural gas distributing
utility; Abrams Industries, Inc., a construction and
property management company and a manufacturer of fixtures,
and Shoney's, Inc. A director of the Bank since 1996.
</TABLE>
- --------------------------
(1) Member of the Audit Committee of the Board of Directors
(2) Member of the Compensation Committee of the Board of Directors
(3) Member of the Executive Committee of the Board of Directors
There are no family relationships between any director, executive
officer or nominee for director of Fidelity or any of its subsidiaries except
that W. Clyde Shepherd, III, a director of the Bank and Fidelity Capital, is the
son of W. Clyde Shepherd, Jr., a director of Fidelity; Karina Miller, a director
of Fidelity Capital, is the spouse of James B. Miller, Jr., Chairman of the
Board, President and Chief Executive Officer.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE ABOVE
NOMINEES FOR DIRECTOR.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Mr. King inadvertently filed late the Form 3, initial statement of
beneficial ownership of securities, with the Securities and Exchange Commission.
Mr. Bockel inadvertently filed late a Form 4, statement of changes in
beneficial ownership of securities, reporting a single transaction with the
Securities and Exchange Commission.
4
<PAGE> 7
EXECUTIVE COMPENSATION
The following table sets forth the annual and other compensation paid
by Fidelity and its subsidiaries to James B. Miller, Jr., Larry D. Peterson, M.
Howard Griffith, Jr. and H. Palmer Proctor, Jr., the only executive officers of
Fidelity whose salary and bonus was $100,000 or more for 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name and All Other
Principal Position Year Salary Bonus Compensation
------------------ ---- ------ ----- ------------
<S> <C> <C> <C> <C>
James B. Miller, Jr. 1998 $300,000 - $44,469 (1)
Chairman of the Board 1997 600,000 - 49,756 (1)
President and Chief 1996 600,000 - 44,529 (1)
Executive Officer
Larry D. Peterson 1998 300,000 - 3,950 (2)
President and Chief 1997 88,654 50,000 1,172 (2)
Executive Officer, FNB
M. Howard Griffith, Jr. 1998 120,050 - 1,080 (3)
Chief Financial Officer 1997 118,750 - 1,080 (3)
1996 90,000 - 1,010 (3)
H. Palmer Proctor, Jr. 1998 100,100 - 45,041 (4)
Vice President 1997 100,010 - 3,410 (4)
1996 94,000 10,000 3,513 (4)
</TABLE>
- -------------------------
(1) Includes Fidelity's contributions of $900, $1,074, and $1,350 to Mr.
Miller's account in the tax-qualified savings plan ("401(k) Plan") for 1998,
1997, and 1996, respectively, and $39,582 paid by Fidelity for life insurance
premiums for Mr. Miller for each of the three years ended December 31, 1998,
under a split-dollar insurance benefit plan. Upon the termination of the plan,
Fidelity will receive from the proceeds of the life insurance policy equal to
the insurance premiums paid by it.
(2) Mr. Peterson's employment commenced on September 15, 1997. Includes
Fidelity's contributions of $675 and $1,172 to Mr. Peterson's account in the
401(k) Plan for 1998 and 1997, respectively.
(3) Includes Fidelity's contributions of $1,080, $1,080, and $846 to Mr.
Griffith's account in the 401(k) Plan for 1998, 1997, and 1996, respectively.
(4) Includes Fidelity's contributions of $901, $900, and $846 to Mr. Proctor's
account in the 401(k) Plan for 1998, 1997, and 1996, respectively, and $40,544
paid for initiation and annual fees for a club in 1998.
EMPLOYMENT AGREEMENTS
Fidelity has entered into employment agreements with James B. Miller,
Jr. and Larry D. Peterson. The employment agreement with Mr. Miller is for a
three-year period commencing on January 1, 1998. It provides for an annual base
salary of $300,000 and annual incentive compensation of up to $400,000 based
upon the attainment of certain net income targets.
The employment agreement with Mr. Peterson is for a three-year period
commencing on September 15, 1997. It provides for an annual base salary of
$300,000. Also, Fidelity provided Mr. Peterson $1 million of term life insurance
and a disability insurance policy which will provide disability benefits at the
annual rate of $210,000.
The employment agreements with Messrs. Miller and Peterson each provide
that if the executive terminates his employment or if his employment is
terminated by Fidelity for cause, such executive is subject to a non-compete
provision for a period of one year.
5
<PAGE> 8
The following table sets forth, with respect to the Executive Officers
named in the compensation table, information concerning any exercise of stock
options and all unexercised stock options held as of December 31, 1998.
AGGREGATE STOCK OPTION EXERCISES FOR THE YEAR ENDED
DECEMBER 31, 1998, AND YEAR-END STOCK OPTION VALUES
<TABLE>
<CAPTION>
Value Realized
Number of ($)(Market
Shares Price at Time of Number of Value of Unexercised
Acquired Exercise less Unexercised Stock In-the-Money Stock
Name on Exercise Exercise Price) Options at Year-End Options at Year-End (1)
- ------------------------------------------------------------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James B. Miller, Jr - - 32,020 117,980 $48,030 $176,970
Larry D. Peterson - - 20,000 80,000 $30,000 $120,000
</TABLE>
- --------
(1) The average of the high and low value of a share of Common Stock of Fidelity
on December 31, 1998, was $10.50.
401(K) PLAN
Fidelity has adopted a tax-qualified savings plan which is intended to
qualify under Section 401(k) of the Internal Revenue Code of 1986 ("Code").
Employees may elect to contribute to the 401(k) Plan through payroll deductions
up to the statutory limitation and may direct the investment of their accounts
into various investment funds. Under Section 401(k) of the Code, the employee's
contributions to the 401(k) Plan are not taxable to the employee until such
amounts are distributed to the employee. Fidelity pays the administrative
expenses of the 401(k) Plan and makes voluntary contributions from time to time
which are allocated to each eligible employee's account as required by the Code.
Fidelity's voluntary contributions become fully vested at the earlier of six
years of service or at normal retirement age.
COMPENSATION OF DIRECTORS
During 1998, each non-employee director of Fidelity was paid $1,000 for
each Board of Directors' meeting attended and $250 for committee meetings
attended on a day which was not a regularly scheduled Board meeting date.
Directors who are employees do not receive a fee for attending Board or
committee meetings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee ("Committee") are W. Clyde
Shepherd, Jr., Chairman, Robert J. Rutland, R. Phillip Shinall, III and Gordon
M. Sherman. No member of the Committee is an employee of Fidelity or any
subsidiary.
6
<PAGE> 9
During 1998, the Bank had two office space leases with Allied Holdings,
Inc., of which Mr. Rutland is Chief Executive Officer. Mr. Rutland is a director
and member of the Compensation and Executive Committees of Fidelity. Under one
lease, the Bank leased through December 31, 1998, approximately 30,000 square
feet. Under the second lease, which expires December 31, 2003, the Bank leases
approximately 5,000 square feet for a bank branch. Both leases were at an
average annual rate of approximately $17 per square foot, subject to a pro rata
increase for any increase in taxes, insurance, utilities, or maintenance. The
Bank also leases space from a corporation of which Mr. Shepherd, a director and
member of the Compensation and Executive Committees, is the majority
shareholder. The Bank leases approximately 2,200 square feet at an average
annual rate of approximately $11 per square foot subject to a pro rata increase
for increases in taxes and insurance. The lease agreements were made
substantially on the same terms as those prevailing at the time for comparable
leases for similar facilities.
Mr. Shinall is a partner in the law firm of Holland & Knight LLP,
Atlanta, Georgia. Holland & Knight LLP provided legal services to Fidelity in
1998.
The Bank, Fidelity Mortgage and Fidelity Capital have had, and expect
to have in the future, banking and other business transactions in the ordinary
course of business with directors (including members of the Committee) and
officers of Fidelity and its subsidiaries, including members of their families
or corporations, partnerships or other organizations in which such officers or
directors have a controlling interest, on substantially the same terms
(including price, or interest rates and collateral) as those prevailing at the
time for comparable transactions with unrelated parties. Such transactions have
not and will not involve more than the normal risks of collectibility, nor
present other unfavorable features. As of December 31, 1998, the Bank and
Fidelity Mortgage had direct or indirect loans outstanding to officers and
directors and their affiliates aggregating approximately $5.5 million.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Under rules established by the Securities and Exchange Commission
("SEC"), Fidelity is required to provide certain information with respect to
compensation provided to the Chairman of the Board, President and Chief
Executive Officer ("CEO") of Fidelity and to the other executive officers.
The Compensation Committee is responsible for evaluating the
remuneration of executives of Fidelity to provide competitive levels of
compensation which take into account the annual and long-term performance goals,
whether there has been above average corporate performance, the levels of an
individual's initiative, responsibility and achievements, and the need of
Fidelity to attract and retain well trained and highly motivated executives. The
Committee fixes the compensation of the CEO and generally reviews the
compensation of the other executive officers. All decisions by the Committee
relating to the compensation of the CEO are reviewed by the full Board of
Directors.
Executive officers' overall compensation is intended to be consistent
with the compensation paid to executives of financial institutions and of other
companies similar in size, complexity, and character to Fidelity, provided that
Fidelity's performance warrants the compensation being paid.
Fidelity entered into a three-year employment agreement with Mr. Miller
effective January 1, 1998. The employment agreement provides for an annual base
salary of $300,000 and annual incentive compensation based on a target
consolidated income of Fidelity before taxes and the incentive compensation. The
incentive compensation in any year cannot exceed $400,000. Because the minimum
targeted 1998 consolidated income of Fidelity was not reached, no incentive
compensation was paid to Mr. Miller for 1998.
Compensation paid to the executive officers of Fidelity in 1998, as
reflected in the foregoing compensation tables, consisted of the following
elements: base salary, matching contributions paid with respect to the 401(k)
Plan and certain perquisites. In addition, Fidelity has adopted certain
broad-based employee benefit plans in which executive, and other officers
together with employees, have the option to
7
<PAGE> 10
participate. Benefits under these plans generally are not directly or indirectly
tied to Fidelity's performance, except that contributions by Fidelity to the
401(k) Plan are voluntary, at the election of the Board of Directors. In light
of the level of earnings of Fidelity in 1998, no bonuses were granted to the
executive officers for 1998 performance.
The Chief Executive Officer establishes and administers the
compensation of all other executive officers.
COMPENSATION COMMITTEE
W. Clyde Shepherd, Jr., Chairman
Robert J. Rutland
Gordon M. Sherman
R. Phillip Shinall, III
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the percentage change in the
cumulative shareholder return on Fidelity's Common Stock with the cumulative
Total Return on The NASDAQ Stock Market (U.S. Companies) index and the NASDAQ
Bank Stocks index for the period commencing on October 31, 1994, the date
Fidelity's Common Stock began trading on The NASDAQ Stock Market under the
symbol LION.
The graph assumes $100 invested on October 31, 1994, in the Common
Stock of Fidelity and in each of the two indexes. The comparison assumes that
all dividends are reinvested.
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG FIDELITY,
THE NASDAQ STOCK MARKET (U.S.) AND NASDAQ BANK STOCKS.
<TABLE>
<CAPTION> [PERFORMANCE GRAPH]
PERIOD ENDING
----------------------------------------------------------------
INDEX 10/31/94 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
FIDELITY NATIONAL CORPORATION 100.00 84.43 152.68 126.11 95.22 111.07
NASDAQ - TOTAL US 100.00 96.95 137.13 168.63 206.87 290.81
NASDAQ BANK INDEX 100.00 95.27 141.88 187.33 313.65 310.67
</TABLE>
8
<PAGE> 11
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During 1998, the Board of Directors held nine meetings. Each of the
directors attended approximately seventy-five percent (75%) of the aggregate
meetings of the Board of Directors and the committees on which the director
served. Fidelity does not have a nominating committee. All nominees for the
Board of Directors are nominated by the entire Board of Directors.
Audit Committee. The primary functions of Fidelity's Audit Committee
are to see that an audit program is in place to protect the assets of Fidelity,
assure that adequate internal controls exist and recommend the independent
auditors for appointment by the Board of Directors. During 1998, the Audit
Committee held ten meetings.
Compensation Committee. The primary functions of the Compensation
Committee are to evaluate and administer the compensation of the Chief Executive
Officer and to review the general compensation programs of Fidelity. During
1998, the Compensation Committee held one meeting.
Executive Committee. The Executive Committee is authorized to exercise
any and all the powers of the Board of Directors in the management of the
business and affairs of Fidelity except where specific power is limited to the
Board of Directors by the Bylaws or by applicable law. During 1998, the
Executive Committee held five meetings.
AUDITORS
Ernst & Young LLP audited the financial statements of Fidelity for
1998. Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting and will have the opportunity to make a statement if they desire
to do so and will respond to appropriate questions.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 2000 Annual
Meeting must be received by Fidelity addressed to the President at 3490 Piedmont
Road, Suite 1550, Atlanta, Georgia 30305, by November 15, 1999, in order to be
eligible for inclusion in the Proxy Statement and Proxy for that meeting.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
Management knows of no matters, other than those stated above, that are
to be brought before the Meeting. If any other matter should be presented for
consideration and voting, however, it is the intention of the persons named as
proxies in the enclosed Proxy to vote in accordance with their judgment as to
what is in the best interest of Fidelity.
By Order of the Board of Directors,
/s/ Martha C. Fleming
-------------------------------
Martha C. Fleming
Secretary
March 15, 1999
9
<PAGE> 12
FIDELITY NATIONAL CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 1999
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Gordon M. Sherman and R. Phillip Shinall, III,
or either of them, with power of substitution to each, the proxies of the
undersigned to vote all of the shares of Common Stock and Preferred Stock owned
of record by the undersigned at the Annual Meeting of Shareholders of Fidelity
National Corporation to be held on April 15, 1999, or any adjournment thereof as
herein specified and in accordance with their best judgment with respect to any
other matters that may properly come before the meeting.
Item 1. ELECTION OF DIRECTORS [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
for all nominees
NOMINEES: James B. Miller, Jr.; David R. Bockel; Dr. Edward G. Bowen;
Kevin S. King; Larry D. Peterson; Robert J. Rutland; W. Clyde Shepherd,
Jr.; Gordon M. Sherman; R. Phillip Shinall, III; Rankin Smith, Jr.;
Felker W. Ward, Jr.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
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THIS PROXY WILL BE VOTED "FOR" ITEM 1 UNLESS INSTRUCTIONS TO THE CONTRARY ARE
INDICATED IN THE SPACE PROVIDED.
Please sign this Proxy exactly as name appears on the Proxy:
- ------------------------------------------------
Date: , 1999
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Note: When signing as an attorney, trustee, administrator or
guardian, please give your title as such.
