<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 20, 2000
The Annual Meeting of Shareholders of Fidelity National
Corporation ("Fidelity") will be held on Thursday, April 20, 2000, 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 of record at the close of
business on March 1, 2000, 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 1999 Annual Report to
Shareholders.
By Order of the Board of Directors,
/s/ Martha C. Fleming
Martha C. Fleming
Secretary
March 15, 2000
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 20, 2000, 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, 2000.
The record date of holders of Common Stock entitled to vote at the
Meeting was taken as of the close of business on March 1, 2000. On that date,
Fidelity had outstanding and entitled to vote 8,780,664 shares of Common Stock,
no par value, with each share entitled to one vote.
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 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 March 1, 2000, 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 five 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>
Brinson Partners, Inc. 468,600 5.3%
209 South LaSalle
Chicago, IL 60604-1295
James B. Miller, Jr 2,764,373 (1) 31.3%
David R. Bockel 1,500 *
Edward G. Bowen, M.D 11,000 (2) *
Kevin S. King 4,041 (3) *
Larry D. Peterson 45,025 (4) *
Robert J. Rutland 148,764 (5) 1.7%
W. Clyde Shepherd, Jr 125,322 1.4%
Gordon M. Sherman 177,652 (6) 2.0%
R. Phillip Shinall, III 9,160 (7) *
Rankin M. Smith, Jr 17,514 (8) *
Felker W. Ward, Jr 8,032 *
David Buchanan 13,763 (9) *
M. Howard Griffith, Jr 15,060 *
H. Palmer Proctor, Jr 3,395 *
All directors and executive officers
as a group (14 persons) 3,344,601 (10) 37.6%
</TABLE>
(1) Includes 298,256 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 86,496 shares of Common Stock owned by his
spouse, 80,848 shares held in his 401(k) Plan, and 64,040 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) Owned by Mr. King's wife.
(4) Includes 40,000 shares of Common Stock that Mr. Peterson has the right
to acquire pursuant to outstanding 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.
(7) Includes 1,232 shares of Common Stock owned by Mr. Shinall's wife.
(8) Includes 1,688 shares of Common Stock owned by Mr. Smith's wife and
6,607 shares held by Mr. Smith's children.
(9) Includes 10,000 shares of Common Stock that Mr. Buchanan has the right
to acquire pursuant to outstanding stock options.
(10) Includes 114,040 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 March 1, 2000, 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) 59 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 Board of
Fidelity National Capital Investors, Inc. ("Fidelity
Capital").
David R. Bockel 55 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.
Edward G. Bowen, M.D. 64 1989 Gynecologist and obstetrician in Atlanta, Georgia.
Chairman, Board of Trustees, Northside Hospital. A
director of the Bank since 1989.
Kevin S. King 52 1998 Partner in the law firm of King & Carragher,
Atlanta, Georgia. A director of the Bank since 1998.
Larry D. Peterson 51 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.
Robert J. Rutland (2) (3) 58 1979 Chairman, Chief Executive Officer, and director 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.
</TABLE>
3
<PAGE> 6
<TABLE>
<S> <C> <C> <C>
W. Clyde Shepherd, Jr. (2) (3) 85 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) 67 1997 Retired December 31, 1998, from his position as
Regional Commissioner of the Social Security
Administration for eight southeastern states.
Business Consultant in Atlanta, Georgia. A director
of Chamberlin Edwards & Associates, Inc. A director
of the Bank since 1997.
R. Phillip Shinall, III 53 1979 General Counsel of Fidelity and the Bank since
August 30, 1999. A director of the Bank since 1979.
Partner in the law firm of Holland & Knight, LLP,
Atlanta, Georgia, from 1997 to 1999. Partner in the
law firm of Glass, McCullough, Sherrill & Harold,
LLP from 1988 to 1997.
Rankin M. Smith, Jr. 52 1987 Advisor to the Atlanta Falcons football team.
Manager, Seminole Plantation in Georgia. A director
of the Bank since 1987.
Felker W. Ward, Jr. (1) 66 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. Sherman inadvertently filed late a Form 4, statement of changes in
beneficial ownership of securities, reporting a single transaction with the
Securities and Exchange Commission. Mr. Miller inadvertently filed late a Form
5, annual statement of changes in beneficial ownership, with the Securities and
Exchange Commission, reporting the granting of stock options.
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,
David Buchanan, M. Howard Griffith, Jr., and H. Palmer Proctor, Jr., the five
highest paid executive officers of Fidelity for 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name and All Other
Principal Position Year Salary Bonus Compensation
------------------ ---- ------ ----- ------------
<S> <C> <C> <C> <C>
James B. Miller, Jr. 1999 $ 300,000 $ -- $ 11,685 (1)
Chairman of the Board 1998 300,000 -- 4,887 (1)
President and Chief 1997 600,000 -- 5,332 (1)
Executive Officer
Larry D. Peterson 1999 $ 300,000 $ -- $ 68,263 (2)
President and Chief 1998 300,000 -- 3,950 (2)
Executive Officer, FNB 1997 88,654 50,000 1,172 (2)
David Buchanan 1999 $ 135,625 $ 13,487 $ 5,771 (3)
Vice President 1998 135,000 -- 3,030 (3)
1997 122,500 -- 3,417 (3)
M. Howard Griffith, Jr. 1999 $ 122,292 $ -- $ 2,226 (4)
Chief Financial Officer 1998 120,050 -- 1,080 (4)
1997 118,750 -- 1,072 (4)
H. Palmer Proctor, Jr. 1999 $ 102,083 $ 5,057 $ 5,766 (5)
Vice President 1998 100,100 -- 45,041 (5)
1997 100,010 -- 3,410 (5)
</TABLE>
- -----------------------------
(1) Includes Fidelity's contributions of $1,950, $900, and $1,074 to Mr.
Miller's account in the tax-qualified savings plan ("401(k) Plan") for
1999, 1998, and 1997, respectively, and $2,814, $2,688, and $2,553 for
life insurance for Mr. Miller for 1999, 1998, and 1997, respectively,
under split dollar and corporate owned life insurance policies. Under
the split dollar insurance policy, Fidelity will receive upon
termination of the policy proceeds equal to the insurance premiums
paid plus a market yield.
(2) Mr. Peterson's employment commenced on September 15, 1997. Includes
Fidelity's contributions of $1,119, and $675 to Mr. Peterson's account
in the 401(k) Plan for 1999 and 1998, respectively, $572 under a split
dollar insurance policy from which Fidelity will receive upon
termination of the policy proceeds equal to the insurance premiums
paid plus a market yield, and $60,552 paid for initiation and annual
fees for a club in 1999
(3) Includes Fidelity's contributions of $2,117, $1,219, and $1,103 to Mr.
Buchanan's account in the 401(k) Plan for 1999, 1998, and 1997,
respectively, and $108 under a split dollar insurance policy from
which Fidelity will receive upon termination of the policy proceeds
equal to the insurance premium paid plus a market yield.
(4) Includes Fidelity's contributions of $1,797, $1,080, and $1,072 to Mr.
Griffith's account in the 401(k) Plan for 1999, 1998, and 1997,
respectively, and $429 under a split dollar insurance policy from
which Fidelity will receive upon termination of the policy proceeds
equal to the insurance premium paid plus a market yield.
(5) Includes Fidelity's contributions of $594, $901, and $900 to Mr.
Proctor's account in the 401(k) Plan for 1999, 1998, and 1997,
respectively, $88 under a split dollar insurance policy from which
Fidelity will receive upon termination of the policy proceeds equal to
the insurance premiums paid plus a market yield, and $40,544 paid for
initiation and annual fees for a club in 1998.
5
<PAGE> 8
EMPLOYMENT AGREEMENTS
Fidelity has entered into employment agreements with James B. Miller,
Jr., Larry D. Peterson, and R. Phillip Shinall, III. 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 income
(before taxes and incentive compensation) 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 policy, which provides disability benefits at the annual rate
of $210,000.
The employment agreement with Mr. Shinall is for an initial period of
three years commencing on August 30, 1999. The term of employment will be
extended for an additional three years upon a change in control of Fidelity. It
provides for an annual base salary of $235,000 and a lump sum payment of
$20,000 upon commencement of his employment. In addition, Fidelity shall
maintain, or reimburse Shinall for the premiums for, a $750,000 term life
insurance policy payable to Mr. Shinall's beneficiaries. Also Fidelity will
provide disability insurance supplementing any of Fidelity's disability
insurance policies otherwise provided to executives in order to provide
combined coverage of $200,000 per annum.
The employment agreements with Messrs. Miller, Peterson, and Shinall
each provide that if the executive terminates his employment or if his
employment is terminated by Fidelity for cause, such executive is subject to a
non-compete provision for a period of one year.
STOCK OPTION GRANTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
% of Total Market
Options Value Grant
Number of Granted to Exercise on Date
Options Employees in Price Expiration Grant Present
Name Granted Fiscal Year ($/Sh) Date Date Value (2)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David Buchanan 30,000 14.3% $ 7.06 12/16/06 $ 7.06 $ 79,500
M. Howard Griffith, Jr. 50,000 23.8% $ 7.06 12/16/06 $ 7.06 $132,500
H. Palmer Proctor, Jr. 50,000 23.8% $ 7.06 12/16/06 $ 7.06 $132,500
R. Phillip Shinall, III 30,000 14.3% $ 7.06 12/16/06 $ 7.06 $ 79,500
</TABLE>
(1) No stock appreciation rights have been granted to the Executive
Officers of Fidelity.
(2) Fidelity used a modified Black-Scholes model of option valuation to
determine grant date present value. Fidelity does not represent that
the Black-Scholes model can properly determine the value of an option.
Assumptions used for valuation are: interest rate (risk free rate of
return of 6.55%), expected dividends (as a percent of the fair value
of the stock of 2.26%), and volatility of 41.00%.
The following table sets forth, with respect to the Executive
Officers, information concerning any exercise of stock options and all
unexercised stock options held as of December 31, 1999.
6
<PAGE> 9
AGGREGATE STOCK OPTION EXERCISES FOR THE YEAR ENDED
DECEMBER 31, 1999, AND YEAR-END STOCK OPTION VALUES
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Value Realized
($) (Market
Number of Price at Time
Shares of Exercise Value of Unexercised
Acquired on less Exercise Number of Unexercised In-the-Money Stock Options
Name Exercise Price) Stock Options at Year-End at Year-End (1)
- ------------------------------------------------------------------------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James B. Miller, Jr. -- -- 64,040 85,960 -- --
Larry D. Peterson -- -- 40,000 60,000 -- --
David Buchanan -- -- 10,000 20,000 $3,750 $ 7,500
M. Howard Griffith, Jr. -- -- -- 50,000 -- $18,750
H. Palmer Proctor, Jr. -- -- -- 50,000 -- $18,750
</TABLE>
(1) The average of the high and low value of a share of Common Stock on
Fidelity on December 31, 1999, was $7.4375.
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 1999, 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 that 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, and Gordon M. Sherman. No member of
the Committee is an employee of Fidelity or any subsidiary.
The Bank 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 agreement was made
substantially on the same terms as those prevailing at the time for comparable
leases for similar facilities.
7
<PAGE> 10
The Bank 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 of 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, 1999, the Bank had
direct or indirect loans outstanding to officers and directors and their
affiliates aggregating approximately $3.3 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 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. No
incentive compensation was paid to Mr. Miller for 1999.
Compensation paid to the executive officers of Fidelity in 1999, as
reflected in the foregoing compensation tables, consisted of the following
elements: base salary, bonus, stock options, 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 executives, and
other officers together with employees, have the option to participate.
Benefits under these plans 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. Bonuses were granted to
Messrs. Buchanan and Proctor based upon the 1999 performance of the units for
which they had responsibility and their individual performance.
During 1999, Fidelity purchased a no load single premium company owned
life insurance policy on Mr. Miller which provides a tax exempt yield to
Fidelity if held to maturity. Mr. Miller will receive taxable income for the
economic benefit he receives under the policy as noted in the Summary
Compensation Table.
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
8
<PAGE> 11
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 Stock Market under the symbol LION.
The graph assumes $100 invested on December 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
[GRAPH]
<TABLE>
<CAPTION>
PERIOD ENDING
--------------------------------------------------------------------------------------
INDEX 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fidelity National Corporation 100.00 180.84 149.36 112.78 131.56 94.36
NASDAQ - TOTAL US* 100.00 141.33 173.89 213.07 300.25 542.43
NASDAQ BANK INDEX* 100.00 149.00 196.73 329.39 327.11 314.42
</TABLE>
9
<PAGE> 12
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During 1999, the Board of Directors held eleven (11) meetings. Each of
the directors attended at least eighty percent (80%) 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 1999, the Audit Committee
held thirteen (13) meetings.
Compensation Committee. The primary functions of the Compensation Committee are
to evaluate and administer the compensation of the Chief Executive Officer and
the other executive officers, and to review the general compensation programs
of Fidelity. During 1999, the Compensation Committee held four (4) meetings.
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 1999, the Executive
Committee held seven (7) meetings.
AUDITORS
Ernst & Young LLP audited the financial statements of Fidelity for
1999. 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 present at the 2001 Annual
Meeting must be received by Fidelity addressed to the President at 3490
Piedmont Road, Suite 1550, Atlanta, Georgia 30305, by November 17, 2000, in
order to be eligible for inclusion in the Proxy Statement and Proxy meeting 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, 2000
10
<PAGE> 13
FIDELITY NATIONAL CORPORATION
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 20, 2000
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby authorizes Gordon M. Sherman and R. Phillip Shinall,
III, and each of them individually, with the power of substitution, to vote and
otherwise represent all of the shares of common stock ("Common Stock") of
Fidelity National Corporation, ("Company"), held of record by the undersigned,
at the Annual Meeting of Stockholders of the Company ("Annual Meeting") to be
held at the offices of the Corporation located at One Securities Centre, 3490
Piedmont Rd, Suite 1550, Atlanta, GA 30305 on April 20, 2000 at 3:00 p.m., and
any adjournment or adjournments thereof as herein specified and, in their
discretion, upon such other matters as may come before the Annual Meeting.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement for the Annual Meeting. All other proxies
heretofore given by the undersigned to vote shares of Common Stock of the
Company are expressly revoked.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED "FOR"
THE PROPOSAL REFERRED TO IN ITEM 1. THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" THE PROPOSAL REFERRED TO IN ITEM 1.
(Continued and to be signed on the other side)
FIDELITY NATIONAL CORPORATION
P.O. BOX 11286
NEW YORK, N.Y. 10203-0286
DETACH PROXY CARD HERE
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
(1) Election of Directors. FOR all nominees [X] WITHHOLD AUTHORITY to vote [X] *EXCEPTIONS [X]
listed below for all nominees listed below
</TABLE>
Nominees: James B. Miller, Jr.; David R. Bockel; Edward G. Bowen, M.D.; Kevin S.
King; Larry D. Peterson; Robert J. Rutland; W. Clyde Shepherd, Jr.;
Gordon M. Sherman; R. Phillip Shinall III; Rankin M. Smith, Jr.;
Felker W. Ward, Jr.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
*Exceptions ____________________________________________________________________
Change of Address or [X]
Comments Mark Here
Please sign exactly as your name
appears on this card. When signing
as attorney, executor, administrator,
trustee, guardian, partner or corporate
officer please give full title as such.
Whether or not you plan to attend the
Annual Meeting, you are urged to execute
and return your proxy, which may be revoked
at any time prior to its use.
Dated: ____________________________________
___________________________________________
Signature of Stockholder
___________________________________________
Signature(s) of Additional Stockholder(s)
VOTES MUST BE INDICATED
