X0202 3 2004-09-08 0 0001054930 INTERCEPT INC ICPT 0000809398 FIDELITY NATIONAL FINANCIAL INC /DE/ 601 RIVERSIDE AVENUE JACKSONVILLE FL 32204 0 0 1 0 Common Stock, no par value 0 D Preferred Stock, no par value 0 D Fidelity National Financial, Inc. ("FNF"), a Delaware corporation, is party to a shareholder agreement with each of certain shareholders (collectively, the "Shareholders") of InterCept, Inc., a Georgia corporation ("InterCept"), dated as of September 8, 2004 (collectively, the "Shareholder Agreements"). Pursuant to the Shareholder Agreements, FNF may be deemed to have shared voting power with respect to 4,654,619 shares of common stock, no par value per share, of InterCept (which shares constitute approximately 21.5% of the issued and outstanding shares of common stock of InterCept based on the number of shares of common stock represented by InterCept as outstanding on September 8, 2004 and assuming the conversion of 100,000 shares of InterCept preferred stock that are subject to the Shareholder Agreements into shares of InterCept common stock). (Footnote 1 continued in "Remarks" section, below) In addition, FNF may be deemed to have shared voting power with respect to any additional shares of capital stock of InterCept acquired by the Shareholders after the date of the Shareholder Agreements and during the term of the Shareholder Agreements. As of the date of the Shareholder Agreements, the Shareholders owned options and warrants to acquire 1,664,037 shares of common stock of InterCept. Such options and warrants, if fully exercised, would increase the Shareholders' voting interest in InterCept to 27.1%, assuming that all shares of preferred stock subject to Shareholder Agreements were converted to common stock and that no other additional shares of InterCept common stock were issued (other than shares in respect of such options and warrants). FNF may be deemed to beneficially own the shares of common stock InterCept that are subject to the Shareholder Agreements (the "Subject Shares") pursuant to section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); however, FNF does not have a "pecuniary interest" (as such term is defined in Rule 16a-1(a)(2) under the Exchange Act) in the Subject Shares. Accordingly, the amount of securities of InterCept reported as beneficially owned by FNF in Item 2 of Table I of this Form 3 is zero. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by FNF that it is the beneficial owner of any of the common stock of InterCept referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressely disclaimed. FNF also disclaims any interest in any shares of common stock of InterCept held by any of its affiliated employee benefit plans, including pension funds and medical and dental funds, and by certain affiliated entities which may hold such shares for charitable purposes. Fidelity National Financial, Inc. by: /s/Alan L. Stinson, Executive Vice President and Chief Financial Officer 2004-09-17