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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission file number 333-57421
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
FIDELITY NATIONAL CORPORATION TAX DEFERRED 401(k) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Fidelity National Corporation
3490 Piedmont Road, Suite 1550
Atlanta, GA 30305
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REQUIRED INFORMATION
The financial statements and schedules for the plan included in this
annual report have been prepared in accordance with the financial reporting
requirements of ERISA.
The consent of Ernst & Young LLP is filed as an exhibit to this annual
report.
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AUDITED FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
Fidelity National Corporation Tax
Deferred 401(k) Savings Plan
Year ended December 31, 1999 and as of
December 31, 1998 with Report of
Independent Auditors
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Fidelity National Corporation
Tax Deferred 401(k) Savings Plan
Audited Financial Statements and Supplemental Schedules
Year ended December 31, 1999 and as of December 31, 1998
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors ..................................................... 2
Audited Financial Statements
Statements of Net Assets Available for Benefits .................................... 3
Statement of Changes in Net Assets Available for Benefits .......................... 4
Notes to Financial Statements ...................................................... 5
Supplemental Schedules
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes
at End of Year .................................................................. 12
Schedule H, Line 4j - Schedule of Reportable Transactions........................... 13
</TABLE>
1
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Report of Independent Auditors
The Plan Administrator
Fidelity National Corporation Tax
Deferred 401(k) Savings Plan
We have audited the accompanying statements of net assets available for benefits
of Fidelity National Corporation Tax Deferred 401(k) Savings Plan as of December
31, 1999 and 1998, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1999. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes at end of year as of December 31, 1999, and
reportable transactions for the year then ended, are presented for purposes of
additional analysis and are not a required part of the financial statements but
are supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in our audits of the financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ Ernst & Young LLP
June 26, 2000
2
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Fidelity National Corporation
Tax Deferred 401(k) Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31,
1999 1998
---------- ----------
<S> <C> <C>
ASSETS
Cash $ 3,378 $ 80
Investments, at fair value 5,834,424 5,205,652
---------- ----------
5,837,802 5,205,732
Receivables:
Participant contributions receivable 30,193 22,734
Dividends receivable 239,745 96,369
Interest receivable 1,803 340
Other receivable 8,791 28,823
---------- ----------
280,532 148,266
---------- ----------
Total assets 6,118,334 5,353,998
LIABILITIES
Refundable contributions 32,244 --
---------- ----------
Net assets available for benefits $6,086,090 $5,353,998
========== ==========
</TABLE>
See accompanying notes.
3
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Fidelity National Corporation
Tax Deferred 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1999
<TABLE>
<S> <C>
Additions to net assets attributed to:
Investment income:
Interest and dividends $ 430,005
Net appreciation in fair value of investments 68,296
------------
498,301
Participant contributions 749,019
Employer contributions (net of applied forfeitures
of $39,920) 90,286
------------
Total additions 1,337,606
Deductions from net assets attributed to:
Distributions to participants 605,514
------------
Total deductions 605,514
------------
Increase in net assets 732,092
Net assets available for benefits, beginning of year 5,353,998
------------
Net assets available for benefits, end of year $ 6,086,090
============
</TABLE>
See accompanying notes.
4
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Fidelity National Corporation
Tax Deferred 401(k) Savings Plan
Notes to Financial Statements
December 31, 1999
1. DESCRIPTION OF PLAN
The following description of Fidelity National Corporation Tax Deferred 401(k)
Savings Plan (the "Plan") provides only general information. Participants should
refer to the Plan agreement and the Summary Plan Description for a more complete
description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan for the benefit of the employees of
Fidelity National Corporation (the "Company" or the "Parent"), Fidelity National
Bank ("FNB" or "Bank"), and Fidelity National Capital Investors, Inc.
(collectively referred to as the "Companies"). Effective April 1, 1999, all
employees of the Companies who have attained age 21, completed one year of
service and completed 1,000 hours of service are eligible to participate in the
Plan. Prior to April 1, 1999 an employee was eligible to participate in the Plan
after three months of service. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").
CONTRIBUTIONS
Contributions to the Plan are made by both the participants and the Companies.
Participants may contribute through payroll deductions from 1% to 10% (15%
effective July 1, 1999) of their aggregate compensation.
The Companies make a matching contribution at a rate of 15% of the first 6% of
each participant's aggregate compensation contributed to the Plan. Effective
July 1, 1999, the Company match equals up to 50% of each participant's eligible
contributions for the Plan year subject to limitation as set forth in the Plan
provisions. In addition, the Companies may make discretionary contributions to
the Plan for participants employed on the last day of the Plan's fiscal year.
The Companies' matching contributions are allocated based on a participant's
proportionate share of the total compensation paid during the plan year to all
participants in the Plan. Any discretionary contributions made by the Companies
are allocated to an investment election selected by the Plan sponsor.
5
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Fidelity National Corporation
Tax Deferred 401(k) Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions,
investment earnings/losses thereon, and each participant's interest in the
Companies' matching and any discretionary contributions.
VESTING
Participants are immediately 100% vested in their contributions plus actual
investment earnings/losses thereon. Participants are vested in the Companies'
regular matching and discretionary contributions at a rate of 20% per year for
each year of service (1,000 hours or more) after one year of service and
accordingly, are fully vested after six years of service. Forfeitures are used
to reduce employer contributions during the Plan year in which the forfeiture
occurs.
DISTRIBUTIONS
Participants may receive distributions equal to the fair value of their vested
account balances upon death, disability, retirement, or termination.
Distributions may be in the form of an annuity, a lump sum, installments or a
combination of lump sum and installments.
ADMINISTRATIVE EXPENSES
The Company pays certain administrative costs associated with the operation of
the Plan.
PARTICIPANT LOANS
Participants may borrow up to an amount equal to the lesser of $50,000 or 50% of
their vested account balances. Loan terms range from 1-5 years or up to 10 years
for the purchase of a primary residence. The loans are secured by the balance in
the participant's account and bear interest at a fixed rate equal to the prime
rate as posted in the Wall Street Journal, plus one percent.
6
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Fidelity National Corporation
Tax Deferred 401(k) Savings Plan
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the accrual basis of
accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
INVESTMENTS
The Plan's investments are stated at fair value. Investment in the common trust
fund (Retirement Investment Fund, a collective fund for employee benefit
accounts maintained by a bank subsidiary of the Company), is valued based on the
net asset value established by the Company's bank subsidiary for units held in
the fund based on the fair value of the underlying investment holdings on the
last business day of the year. Investments in mutual funds and Fidelity National
Corporation common stock are valued based on the quoted market price on the last
business day of the year. Amounts maintained in the Bank money market deposit
account are stated at fair value, which is approximated by cost. Securities
transactions are accounted for on the trade date. Loans are valued at fair
value, which is approximated by cost.
INCOME RECOGNITION
Investment income is allocated to participants based on their proportionate
investment balances during the year. Interest income is recorded on the accrual
basis. Dividends are recorded on the ex-dividend date.
7
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Fidelity National Corporation
Tax Deferred 401(k) Savings Plan
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECLASSIFICATIONS
Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 financial statement presentation.
3. FEDERAL INCOME TAX STATUS
The Plan has received an opinion letter from the Internal Revenue Service dated
April 17, 1993, stating that the written form of the underlying prototype plan
document is qualified under Section 401(a) of the Internal Revenue Code (the
"Code"), and that any employer adopting this form of the Plan will be considered
to have a plan qualified under Section 401(a) of the Code. Therefore, the
related trust is exempt from taxation. Once qualified, the Plan is required to
operate in conformity with the Code to maintain its qualification. The Plan
Administrator believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that the Plan is
qualified and the related trust is tax exempt.
4. PLAN TERMINATION
Although they have not expressed any intent to do so, the Companies have the
right under the Plan to terminate the Plan subject to the provisions of ERISA.
In the event of Plan termination, participants will become 100% vested in their
accounts.
8
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Fidelity National Corporation
Tax Deferred 401(k) Savings Plan
Notes to Financial Statements (continued)
5. INVESTMENTS
During 1999 the Plan's investments (including investments purchased, sold, as
well as held during the year) appreciated (depreciated) in fair value as
determined by quoted market prices as follows:
<TABLE>
<CAPTION>
NET REALIZED AND
UNREALIZED
APPRECIATION
(DEPRECIATION) IN
FAIR VALUE OF
INVESTMENTS
-----------------
<S> <C>
Fidelity National Corporation Common Stock $ (213,826)
Fidelity National Bank Mutual Funds 8,280
Fidelity National Bank Retirement Investment
Fund 273,842
----------
Total $ 68,296
==========
</TABLE>
The fair value of individual investments that represent 5% or more of the Plan's
net assets is as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
---------- ----------
<S> <C> <C>
Fidelity Contra Fund $1,441,989 $1,167,407
Franklin Qualified Fund 459,309 394,410
Fidelity National Bank Retirement Investment Fund 2,412,470 2,071,170*
Fidelity National Corporation Common Stock 896,722 1,115,550*
</TABLE>
*Includes non-participant directed investments as of December 31, 1998.
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Fidelity National Corporation
Tax Deferred 401(k) Savings Plan
Notes to Financial Statements (continued)
6. NON-PARTICIPANT DIRECTED INVESTMENTS
Information about the investments and the significant components of the changes
in the non-participant directed investments are as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
---------- ----------
<S> <C> <C>
Fidelity National Corporation Common Stock $ -- $1,009,522
Fidelity National Bank Money Market Account -- 4,031
Fidelity National Bank Retirement Investment
Fund -- 1,387,153
---------- ----------
Total $ -- $2,400,706
========== ==========
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1999
------------
<S> <C>
Net realized and unrealized appreciation in fair value $ 50,614
Distributions to participants (30,498)
Transfers to participant-directed investments (2,420,822)
------------
Total $ (2,400,706)
============
</TABLE>
During the fourth quarter of 1999, all non-participant directed assets were
transferred to participant directed accounts due to the anticipated transition
to a new trustee. Effective January 1, 2000 Prudential Investments became
trustee of the Plan.
7. TRANSACTIONS WITH PARTIES-IN-INTEREST
At December 31, 1999 and 1998, the Plan held 118,567 and 103,772 shares of
Fidelity National Corporation Common Stock, respectively. The fair value of this
stock at December 31, 1999 and 1998 was $896,722 and $1,115,550, respectively.
During 1999, the Plan received $18,359 in dividends on Fidelity National
Corporation Common Stock. The Plan had purchases totaling $6,457 and sales
totaling $6,837 including a net realized gain totaling $3,836 during the year
ended December 31, 1999.
10
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Supplemental Schedules
11
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Fidelity National Corporation
Tax Deferred 401(k) Savings Plan
EIN: 58-1174938
Plan Number 001
Schedule H, Line 4i
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
(e)
(b) (c) CURRENT
(a) IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE
--- ---------------------------------- ----------------------------------- ------------
<S> <C> <C> <C>
Fidelity Investments Contra Fund $ 1,441,989
Fidelity Investments High Yield Trust Fund 156,422
Global Asset Management International Fund 244,680
Franklin Funds Qualified Fund 459,309
* Fidelity National Bank Retirement Investment Fund 2,412,470
* Fidelity National Corporation Common Stock 896,722
* Fidelity National Bank Money Market Account 211,083
Participant Loans Interest rates ranging from 9% to
9.25%, due no later than 2003 11,749
------------
$ 5,834,424
============
</TABLE>
*The above identified parties represent parties-in-interest to the Plan.
Note: Cost information has not been included in column (d) because all
investments are participant directed at December 31, 1999.
12
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Fidelity National Corporation
Tax Deferred 401(k) Savings Plan
EIN: 58-1174938
Plan Number 001
Schedule H, Line 4j
Schedule of Reportable Transactions
Year ended December 31, 1999
<TABLE>
<CAPTION>
(h)
CURRENT VALUE
(a) (c) (d) (g) OF ASSET AT (i)
IDENTITY OF (b) PURCHASE SELLING COST OF TRANSACTION NET
PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSET DATE GAIN
-------------- -------------------- -------- -------- -------- ------------- --------
CATEGORY (i) - INDIVIDUAL TRANSACTIONS GREATER THAN 5% OF PLAN ASSETS.
<S> <C> <C> <C> <C> <C> <C>
Fidelity National Bank Money Market Account $457,198 $ -- $457,198 $457,198 $ --
-- 486,263 486,263 486,263 --
Fidelity National Bank Retirement Investment Fund -- 311,125 311,125 311,125 --
-- 489,658 143,471 489,658 346,187
</TABLE>
13
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Fidelity National Corporation
Tax Deferred 401(k) Savings Plan
EIN: 58-1174938
Plan Number 001
Schedule H, Line 4j
Schedule of Reportable Transactions (continued)
Year ended December 31, 1999
<TABLE>
<CAPTION>
(h)
CURRENT VALUE
(a) (c) (d) (g) OF ASSET ON (i)
IDENTITY OF (b) PURCHASE SELLING COST OF TRANSACTION NET
PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSET DATE GAIN
-------------- -------------------- -------- -------- -------- ------------- --------
CATEGORY (iii) - SERIES OF TRANSACTIONS GREATER THAN 5% OF PLAN ASSETS.
<S> <C> <C> <C> <C> <C> <C>
Fidelity National Bank Money Market Account $521,696 $ -- $521,696 $521,696 $ --
-- 525,727 525,727 525,727 --
Fidelity National Bank Retirement Investment Fund 33,110 -- 33,110 33,110 --
-- 849,887 469,174 849,887 380,713
</TABLE>
THERE WERE NO CATEGORY (ii) OR (iv) REPORTABLE TRANSACTIONS DURING THE YEAR
ENDED DECEMBER 31, 1999.
NOTE: COLUMNS (e) AND (f) ARE NOT APPLICABLE.
14
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the administrative committee members have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
FIDELITY NATIONAL CORPORATION
TAX DEFERRED 401(k) SAVINGS PLAN
By: /s/ Howard M. Griffith, Jr.
--------------------------------------
Howard M. Griffith, Jr.
Chief Financial Officer
Fidelity National Corporation
(Plan Sponsor)
Date: June 29, 2000
