-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H9zQBdjzqBNl07wWQVGc+FLUJBQZjIoiUH1qGCbsbBiWorhqN7RDWILt/22KLvE7 xXO3Mpsh3ypkT78zp6KKsA== 0000892569-03-001400.txt : 20030527 0000892569-03-001400.hdr.sgml : 20030526 20030523192450 ACCESSION NUMBER: 0000892569-03-001400 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030527 GROUP MEMBERS: CHICAGO TITLE AND TRUST COMPANY, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY NATIONAL INFORMATION SOLUTIONS INC CENTRAL INDEX KEY: 0000888793 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 411293754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44520 FILM NUMBER: 03718956 BUSINESS ADDRESS: STREET 1: 5060 SHOREHAM PL. #300 CITY: SAN DIEGO STATE: CA ZIP: 92122 BUSINESS PHONE: 6194506100 MAIL ADDRESS: STREET 1: 5060 SHOREHAM PLACE STREET 2: STE 300 CITY: SAN DIEGO STATE: CA ZIP: 92122 FORMER COMPANY: FORMER CONFORMED NAME: VISTA INFORMATION SOLUTIONS INC DATE OF NAME CHANGE: 19950601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY NATIONAL FINANCIAL INC /DE/ CENTRAL INDEX KEY: 0000809398 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 860498599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 17911 VON KARMAN AVE STREET 2: STE 300 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9496225000 MAIL ADDRESS: STREET 1: MLISS JONES KANE STREET 2: 17911 VON KARMAN AVE STE 300 CITY: IRVINE STATE: CA ZIP: 92614 SC 13D/A 1 a90497asc13dza.txt AMENDMENT NO. 4 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 4) UNDER THE SECURITIES EXCHANGE ACT OF 1934 FIDELITY NATIONAL INFORMATION SOLUTIONS, INC. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Securities) 928365-20-4 (CUSIP Number) ALAN L. STINSON EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER FIDELITY NATIONAL FINANCIAL, INC. 17911 VON KARMAN AVENUE, SUITE 300 IRVINE, CALIFORNIA 92614 (949) 622-4333 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) COPIES TO: ROBERT A. MILLER, JR., ESQ. PAUL, HASTINGS, JANOFSKY & WALKER LLP 515 S. FLOWER STREET LOS ANGELES, CALIFORNIA 90071 TELEPHONE: (213) 683-6000 MAY 23, 2003 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), Section 240.13d-1(f) or Section 240.13d-1(g), check the following box [ ] . SCHEDULE 13D/A - --------------------- ------------------- CUSIP NO. 928365-20-4 PAGE 2 OF 15 PAGES - --------------------- ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Fidelity National Financial, Inc. 86-0498599; Chicago Title and Trust Company, Inc. 36-0906930 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 27,068,110(1) BENEFICIALLY ------------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH REPORTING -0- PERSON ------------------------------------------------------ WITH 9 SOLE DISPOSITIVE POWER 27,068,110(1) ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Fidelity National Financial, Inc. - 15,364,309 shares; Chicago Title and Trust Company, Inc. - 11,703,801 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- -2- - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 68.1% (2) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- (1) Includes currently exercisable warrants to purchase 913,970 shares. (2) Based on 39,749,883 shares of Common Stock outstanding. -3- Fidelity National Financial, Inc., a Delaware corporation ("Fidelity"), and Chicago Title and Trust Company, an Illinois corporation ("Chicago Title"), pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, hereby file this Amendment No. 4 to Schedule 13D (the "Statement") which amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on August 5, 2002, as previously amended on February 23, 2001, August, 16, 2001 and March 7, 2002, with respect to the shares of Common Stock, par value $0.001 per share (the "FNIS Common Stock") of Fidelity National Information Solutions, Inc., a Delaware corporation ("FNIS" or the "Company"), formerly Vista Information Solutions, Inc. ("Vista"). Fidelity and Chicago Title are collectively referred to herein as the "Reporting Persons." ITEM 1. SECURITY AND ISSUER. This Statement relates to the Common Stock, par value $0.001 per share, of FNIS. FNIS's principal executive offices are located at 4050 Calle Real, Santa Barbara, California 93110. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is amended and restated as follows: Fidelity National Financial, Inc. is a Delaware corporation with its principal business and principal executive offices located at 17911 Von Karman Avenue, Suite 300, Irvine, California 92614. Fidelity is a holding company whose subsidiaries are engaged in the business of issuing title insurance policies and performing other title and real estate-related services. The names, business addresses and present principal occupations or employment of the directors and executive officers of Fidelity are set forth on Schedule I attached hereto, which schedule is hereby incorporated by reference. To the best of Fidelity's knowledge, all directors and executive officers of Fidelity are citizens of the United States. Chicago Title and Trust Company is an Illinois corporation and a wholly-owned subsidiary of Fidelity with its principal business and principal executive offices located at 171 N. Clark Street, Chicago, Illinois 60601. Chicago Title is engaged in the business of issuing title insurance policies and performing other title and real estate-related services. The names, business addresses and present principal occupations or employment of directors and executive officers of Chicago Title are set forth on Schedule II attached hereto, which schedule is hereby incorporated by reference. To the best of Chicago Title's knowledge, all directors and executive officers of Chicago Title are citizens of the United States. During the last five years, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any person named in Schedule I or Schedule II attached hereto, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is amended to add the following: On May 23, 2003, Fidelity publicly announced its intent to acquire all of the outstanding shares of FNIS not currently held by Fidelity or its subsidiaries through a merger in which FNIS stockholders will receive 0.644 FNF shares in exchange for each FNIS share. (The exchange ratio does not reflect the split of Fidelity's common stock payable on May 23, 2003 to Fidelity stockholders of record as of May 9, 2003. Inclusive of the split, each share of FNIS common stock would be exchanged for 0.805 shares of Fidelity common stock.) The press release is filed as an exhibit herewith and is incorporated by reference herein. Also filed as an exhibit hereto is the letter sent to the Board of Directors of FNIS advising the Board of Fidelity's proposal to acquire the FNIS shares not owned by Fidelity or its subsidiaries. -4- ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is amended to include the following: Announced Transaction See "Item 4. Purpose of Transaction" for a description of the announcement by Fidelity on May 23, 2003. This description is subject to, and qualified in its entirety by reference to the press release, which has been filed as an exhibit hereto. Services Agreements between Fidelity and FNIS Fidelity and FNIS entered into a Management and Support Services Agreement (the "Support Services Agreement") on August 1, 2001 under which FNIS pays to Fidelity an annual fee for executive and general management, accounting, legal, investment, administrative services and other services that Fidelity provides to FNIS. The Support Services Agreement automatically renews each year unless terminated by either party in accordance with its terms. The amount of fees paid by FNIS to Fidelity for providing such services is based on estimated time incurred to perform each of the functions and the estimated costs for the function performed. According to its most recently filed 10-K, FNIS paid Fidelity fees of $1.5 million and $0.5 million for 2002 and 2001, respectively, in connection with this Support Services Agreement. Fidelity and FNIS entered into a Master Services and Intellectual Property Agreement (the "Master Services Agreement") effective January 1, 2003 under which FNIS agrees to provide certain services and technology to Fidelity and each party agrees to provide certain intellectual property to the other for their use. The Master Services Agreement replaces the System Development, Maintenance and Information Technology Services Master Agreement dated July 9, 2002 that Fidelity had previously entered into with Micro General Corporation, a wholly-owned subsidiary of FNIS. Under the terms of the Master Services Agreement, FNIS agrees to provide services to Fidelity at prices no higher than it charges to any direct competitor of Fidelity. Certain projects are billed to Fidelity on a cost plus fixed percentage profit basis. The remainder of the revenues from Fidelity are derived from the provisioning of a variety of products and services that are billed under one of the following methods: time and expenses, monthly maintenance, and fees based on per transaction, per user and per location. Subject to the provisions of the agreement, the Master Services Agreement expires on December 31, 2003. Other Transactions between Fidelity and FNIS In connection with FNIS entering into the Credit Agreement dated December 19, 2002, by and among FNIS, the lenders who are or may become a party to the Credit Agreement, Wachovia Bank, National Association and U.S. Bank National Association, FNIS agreed to subordinate its credit facility with Fidelity and to convert the Fidelity obligation to an unsecured obligation. Accordingly, FNIS and Fidelity entered into the Amended and Restated Revolving Credit Agreement, dated December 19, 2002, and a Revolving Subordinated Promissory Note dated December 19, 2002. FNIS provides supporting services for SIMON and TEAM, real estate settlement software solutions used by Fidelity and its affiliates. In addition, the Company has been developing for Fidelity a new enterprise software solution, NGS, which will eventually replace SIMON and TEAM. Revenue derived from Fidelity and its affiliates in connection with the development of NGS, supporting SIMON and TEAM and providing other services was $117.8 million, $106.1 million and $68.6 million in 2002, 2001 and 2000, respectively, and is included in the Solutions segment. In addition, included in the 2002 and 2001 Data revenue were $9.8 million and $2.0 million, respectively, related to sales of data products to Fidelity. The amounts due from Fidelity as of December 31, 2002 and 2001 related to the above transactions were $23.9 million and $14.1 million, respectively. Except as described herein, neither Fidelity nor any other person referred to in Schedule I attached hereto, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any -5- securities of FNIS, including but limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies. Other Agreements with Fidelity On January 1, 2003, FNIS entered into an employment agreement with Mr. Patrick F. Stone which provides for, among other things, the acceleration of vesting of stock options upon a change of control event. Certain officers and directors of Fidelity have options to purchase shares issued pursuant to option plans of FNIS. See Schedule I herein for a description of the beneficial ownership of such persons. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is amended to add the following: EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 99.1 Employment Agreement, dated January 1, 2003, between Fidelity National Information Solutions, Inc. and Patrick F. Stone (incorporated by reference to Exhibit 10.70 to the Annual Report of Fidelity National Information Solutions, Inc. on Form 10-K for the year ended December 31, 2002, file no. 000-20312) 99.2 Master Services and Intellectual Property Agreement, between Fidelity National Financial, Inc. and Fidelity National Information Solutions, Inc. effective January 1, 2003 (incorporated by reference to Exhibit 10.64 to the Annual Report of Fidelity National Information Solutions, Inc. on Form 10-K for the year ended December 31, 2002, file no. 000-20312) 99.3 Credit Agreement, dated December 19, 2002, by and among Fidelity National Information Solutions, Inc., the lenders who are or may become a party to the Credit Agreement, Wachovia Bank, National Association and U.S. Bank National Association (incorporated by reference to Exhibit 10.65 to the Annual Report of Fidelity National Information Solutions, Inc. on Form 10-K for the year ended December 31, 2002, file no. 000-20312) 99.4 Text of Press Release, issued by Fidelity on May 23, 2003. 99.5 Letter, dated May 23, 2003 from Special Committee of Fidelity to the Board of Directors of FNIS.
-6- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: May 23, 2003 FIDELITY NATIONAL FINANCIAL, INC. By: /s/ ALAN L. STINSON ----------------------------------------- Alan L. Stinson, Executive Vice President and Chief Financial Officer CHICAGO TITLE AND TRUST COMPANY By: /s/ ALAN L. STINSON ----------------------------------------- Alan L. Stinson, Executive Vice President and Chief Financial Officer -7- SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF FIDELITY The names, present principal occupations and business addresses of the directors and executive officers of Fidelity National Financial, Inc. ("Fidelity"), are set forth below. If no address is given, the director's or executive officer's business address is that of Fidelity. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Fidelity. Each of the named individuals is a citizen of the United States. Unless otherwise indicated, the amount of FNIS Common Stock beneficially owned by each individual is as of May 23, 2003. Directors and Officers of Fidelity:
AMOUNT OF FNIS COMMON NAME TITLE STOCK BENEFICIALLY OWNED - ---- ----- ------------------------ William P. Foley, II Chairman of the Board and Chief Executive Officer 1,195,909 Frank P. Willey Vice Chairman of the Board 12,684 Patrick F. Stone Director 497,029 Terry N. Christensen Director 0 John F. Farrell, Jr. Director 0 Philip G. Heasley Director 0 William A. Imparato Director 0 Donald M. Koll Director 0 Daniel D. (Ron) Lane Director 2,331 General William Lyon Director 0 J. Thomas Talbot Director 0 Cary H. Thompson Director 31,668 Raymond R. Quirk President 13,120 Ernest D. Smith Executive Vice President, co-Chief Operating Officer 11,453 Christopher Abbinante Executive Vice President, co-Chief Operating Officer 20,458 Ronald R. Maudsley Executive Vice President, co-Chief Operating Officer 13,118 Brent Bickett Executive Vice President 67,833 Alan L. Stinson Executive Vice President, Chief Financial Officer 27,833 Anthony Park Senior Vice President, Chief Accounting Officer 5,000
-8- SCHEDULE II DIRECTORS AND EXECUTIVE OFFICERS OF CHICAGO TITLE The names, present principal occupations and business addresses of the directors and executive officers of Chicago Title and Trust Company ("Chicago Title"), are set forth below. If no address is given, the director's or executive officer's business address is that of Chicago Title. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Chicago Title. Each of the named individuals is a citizen of the United States. Unless otherwise indicated, the amount of FNIS Common Stock beneficially owned by each individual is as of May 23, 2003. Directors and Officers of Chicago Title:
AMOUNT OF FNIS COMMON NAME TITLE STOCK BENEFICIALLY OWNED - ---- ----- ------------------------ Raymond R. Quirk Chairman of the Board, President and Chief Executive Officer See Schedule I of Schedule 13D/A Christopher Abbinante Director and Executive Vice President See Schedule I of Schedule 13D/A H. Stat Geer Director 0 Edson Nye Burton Director 314 Alan L. Stinson Director and Chief Financial Officer See Schedule I of Schedule 13D/A
Persons Controlling Chicago Title: Fidelity National Financial, Inc., a Delaware corporation. See body text of Schedule 13D/A to which this Schedule II is attached for information regarding Fidelity. Directors and Officers of Persons Controlling Chicago Title: See Schedule I of Schedule 13D/A. -9- EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 99.1 Employment Agreement, dated January 1, 2003, between Fidelity National Information Solutions, Inc. and Patrick F. Stone (incorporated by reference to Exhibit 10.70 to the Annual Report of Fidelity National Information Solutions, Inc. on Form 10-K for the year ended December 31, 2002, file no. 000-20312) 99.2 Master Services and Intellectual Property Agreement, between Fidelity National Financial, Inc. and Fidelity National Information Solutions, Inc. effective January 1, 2003 (incorporated by reference to Exhibit 10.64 to the Annual Report of Fidelity National Information Solutions, Inc. on Form 10-K for the year ended December 31, 2002, file no. 000-20312) 99.3 Credit Agreement, dated December 19, 2002, by and among Fidelity National Information Solutions, Inc., the lenders who are or may become a party to the Credit Agreement, Wachovia Bank, National Association and U.S. Bank National Association (incorporated by reference to Exhibit 10.65 to the Annual Report of Fidelity National Information Solutions, Inc. on Form 10-K for the year ended December 31, 2002, file no. 000-20312) 99.4 Text of Press Release, issued by Fidelity on May 23, 2003. 99.5 Letter, dated May 23, 2003 from Special Committee of Fidelity to the Board of Directors of FNIS.
-10- EX-99.4 3 a90497aexv99w4.txt EXHIBIT 99.4 EXHIBIT 99.4 NEWS FOR IMMEDIATE RELEASE FIDELITY NATIONAL FINANCIAL ANNOUNCES PROPOSAL TO ACQUIRE FNIS Irvine, Calif. -- (May 23, 2003) -- Fidelity National Financial, Inc. (NYSE: FNF), a Fortune 500 provider of products, services and solutions to the real estate and financial services today submitted a proposal to the Board of Directors of Fidelity National Information Solutions (NASDAQ: FNIS) to acquire all of the outstanding stock of FNIS that FNF does not currently own. FNF currently owns approximately 66 percent of the outstanding stock of FNIS. Under the terms of the proposal, each share of FNIS stock would be exchanged for a fixed share exchange ratio of 0.644 shares of FNF common stock. Based on the closing price of $36.65 for FNF's common stock on Thursday, May 22, 2003, the implied per share consideration is $23.60 per share of FNIS common stock. This exchange ratio represents a 24 percent premium to FNIS stockholders based on the closing price of $19.02 on Thursday, May 22, 2003 and is equal to the relative stock price differential over the trailing twelve-month period. The fixed exchange ratio of 0.644 does not reflect the 5 for 4 stock split payable to FNF shareholders on May 23, 2003. The fixed exchange ratio would be 0.805 after the effect of the 5 for 4 stock split. FNF would issue approximately 8.5 million new shares of FNF stock to holders of FNIS common stock, or 10.6 million new shares after the effect of the 5 for 4 stock split. The proposal is subject to certain conditions, including satisfactory completion of due diligence, negotiation of a mutually satisfactory merger agreement and receipt of all required governmental approvals and other consents. Closing of the proposed transaction would also be contingent upon FNF stockholder approval of the authorization and issuance of the shares of common stock required to complete the transaction. "With FNF's recent acquisition and the formation of Fidelity Information Services ("FIS"), we believe it makes strategic sense to fully integrate FNIS back into FNF," said Raymond R. Quirk, President of FNF. "FNIS can better capitalize on the significant technology resources of FIS and we can provide more cohesive technology solutions to our customers by combining all our resources at FNF. Consolidating FNIS will also simplify the FNF corporate profile and allow our management team to deliver a simple, clear strategic vision to the investment community. We also believe that FNIS' public shareholders will benefit from the opportunity to share in the expected future growth and success of FNF." Fidelity National Financial, Inc., number 326 on the Fortune 500, is a provider of products, services and solutions to the real estate and financial services industries. The Company had total revenue of $5.1 billion and earned more than $530 million in 2002, with cash flow from operations of nearly $815 million. FNF is the nation's largest title insurance company and also performs other real estate-related services such as escrow, default management, mortgage loan fulfillment, exchange intermediary services and homeowners, flood and home warranty insurance. FNF is also one of the world's largest providers of information-based technology solutions and processing services to the mortgage and financial services industries through its subsidiary Fidelity Information Services, which has clients in more than 50 countries. It processes nearly 50 percent of all U. S. residential mortgages, with balances exceeding $2 trillion and has processing and technology relationships with 48 of the top 50 U. S. banks who rely on Fidelity Information Services' processing and outsourcing products and services. More than 34 percent of the total dollar volume of all outstanding consumer loans in the country, including mortgages, is processed on Fidelity Information Services software applications. Fidelity National Information Solutions (NASDAQ: FNIS), a majority-owned, publicly traded subsidiary of FNF, provides data and valuations, technology solutions and services for the real estate and mortgage industries. More information about the FNF family of companies can be found at www.fnf.com, www.fidelityinfoservices.com, and www.fnis.com. This press release contains statements related to future events and expectations and, as such, constitutes forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be different from those expressed or implied above. The Company expressly disclaims any duty to update or revise forward-looking statements. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to, the failure of the parties to negotiate a definitive agreement and the failure of the conditions to closing thereafter, the effect of governmental regulations, the economy, competition and other risks detailed from time to time in the "Management's Discussion and Analysis" section of the Company's Form 10-K and other reports and filings with the Securities and Exchange Commission. In connection with the proposed transaction, which is referred to above, no agreement has been signed. If and when appropriate, Fidelity National Financial, Inc. ("FNF") intends to file relevant materials with the Securities and Exchange Commission ("SEC"), including a registration statement that contains a prospectus and proxy/consent solicitation statement. Because those documents will contain important information, stockholders are urged to read them if and when they become available. When filed with the SEC, they will be available for free (along with the annual, quarterly and other reports, and any other documents and reports filed by FNF with the SEC) at the SEC's website, www.sec.gov, and stockholders will receive information at an appropriate time on how to obtain transaction-related documents for free from FNF. A registration statement containing a prospectus and proxy/consent solicitation pertaining to the proposed transaction is not currently available. FNF and its directors and executive officers may be deemed to be participants in the solicitation of proxies or consents from stockholders in connection with the proposed transaction. Information about the directors and executive officers of FNF and their ownership of FNF stock is set forth in FNF's Form 10-K/A (Amendment No. 1) for the year ended December 31, 2002. Participants in FNF's solicitation may also be deemed to include those persons whose interests in FNF are not described in the Form 10-K/A (Amendment No. 1). Investors may obtain additional information regarding the interests of such participants by reading the prospectus and proxy/consent solicitation statement if and when it becomes available. SOURCE: Fidelity National Financial, Inc. CONTACT: Daniel Kennedy Murphy, Senior Vice President, Finance and Investor Relations, 805-696-7218, dkmurphy@fnf.com EX-99.5 4 a90497aexv99w5.txt EXHIBIT 99.5 EXHIBIT 99.5 Fidelity National Financial, Inc. 17911 Von Karman Avenue Suite 300 Irvine, CA 92614 May 23, 2003 Board of Directors Fidelity National Information Solutions, Inc. 4050 Calle Real Santa Barbara, CA 93110 Gentlemen: I am pleased to inform you that Fidelity National Financial, Inc. ("FNF") has decided to propose a transaction whereby FNF would acquire the outstanding shares of Fidelity National Information Solutions, Inc. ("FNIS") not currently held by FNF or its subsidiaries through a merger in which your stockholders will receive .644 FNF shares in exchange for each FNIS share. (The exchange ratio does not reflect the split of FNF's common stock payable on May 23, 2003 to FNF stockholders of record as of May 9, 2003. Inclusive of the split, each share of FNIS common stock would be exchanged for .805 shares of FNF common stock.) Based on our May 22, 2003 closing stock price, our proposal values each outstanding share of FNIS's common stock at $23.60 per share, or a 24.1% premium to FNIS's closing price on May 22, 2003. We believe that the proposed transaction is in the best interests of FNIS's public stockholders. FNF is the nation's largest title insurance and diversified real estate-related services company and, through its subsidiary Fidelity Information Services, a leading provider of information-based technology solutions and processing services to the mortgage and financial services industries. By exchanging their shares in FNIS for shares in FNF, FNIS's public stockholders would participate in the opportunity and upside of FNF while retaining an ownership interest in FNIS's businesses through their ownership interest in FNF. We wish to consummate the proposed acquisition as soon as practicable. Consummation of the proposed acquisition would be subject to several conditions, including satisfactory completion of due diligence, negotiation of a mutually satisfactory merger agreement, and receipt of all required governmental approvals and required consents. The closing of any transaction would also be contingent upon approval by FNF's stockholders at a meeting of the issuance of the FNF shares in the transaction. It is expected that the approval of FNF's stockholders would be obtained at FNF's 2003 annual meeting, which is expected to be held this summer. In light of our significant ownership interest in FNIS and the presence of certain of our directors and executive officers on FNIS's board of directors, we would expect that the FNIS board would want to establish an independent special committee to review and evaluate our proposal. At the earliest opportunity, the FNF special committee and its advisors are ready to meet FNIS's management as well as the members of any special committee with the goal of negotiating and entering into a merger agreement with FNIS. We look forward to working with you and any FNIS special committee to complete this transaction. Sincerely, /s/ TERRY N. CHRISTENSEN -------------------------------- Mr. Terry N. Christensen Chairman Special Committee Fidelity National Financial, Inc. Board of Directors -----END PRIVACY-ENHANCED MESSAGE-----