Wednesday, September 27, 2006

Share Holder Proxy Statements: Say What?

Is it just me or is it getting harder to be a responible shareholder that actually votes and reads the proxy statements? I have owned FIDELITY NATIONAL FINANCIAL (FNF) for a few years and am happy with its returns. Last year FNF spun off FIDELITY NATIONAL TITLE (FNT) and as an owner of the parent company I got a few shares of FIDELITY NATIONAL TITLE (FNT). O.K. enough with the background, today I got a copy of proxy statement for an up coming shareholder vote. I gleefully opended my pdf attached proxy, eager to understand how I should vote on the issue. Thank god I have 512M in my computer because the proxy was 329 pages. I looked for a summary. I lucked out and found a summary section that began promisingly with the words, "In general terms, the transactions contemplated under the securities exchange and distribution agreement,.." 30 seconds later and 12 sentences into the "basic" definition, my eyes rolled back in my head and I realized understanding the summary was going to take more time than I anticipated. I re-read a total of 4 times.
So in the spirit of "Say What?" Here is the full text of the basic description.

In general terms, the transactions contemplated under the securities exchange and distribution agreement, which we refer to as the proposed transactions, involve the transfer by Fidelity National Financial, Inc., which we refer to as FNF, to us of substantially all of FNF’s assets, other than its ownership interests in FNT, FNF Capital Leasing Inc., a wholly owned subsidiary which we refer to as FNF Leasing, and Fidelity National Information Services, Inc., which we refer to as FIS. These assets include FNF’s interests in various subsidiaries, up to an aggregate of $275 million in cash and certain investment assets and any other property or rights that FNF owns immediately prior to the closing under the securities exchange and distribution agreement. In consideration of the contribution of these assets by FNF, FNT will, with certain limited exceptions, assume all of FNF’s liabilities and issue shares of FNT Class A common stock to FNF.We refer to this contribution of assets by FNF to FNT in exchange for the assumption of liabilities and issuance to FNF of shares of FNT Class A common stock as the asset contribution. Immediately following the asset contribution, FNF will convert all of its shares of FNT Class B common stock into shares of FNT Class A common stock and then distribute all of the shares of FNT Class A common stock that it owns, including the converted shares and the shares received from FNT pursuant to the securities exchange and distribution agreement, to holders of FNF common stock as a dividend, which we refer to as the spin-off. As a result, FNF stockholders will receive shares of our common stock representing, on a fullydiluted basis, approximately 85% of our outstanding common stock. After the completion of the spin-off, FNF will have no assets other than its approximately 50.5% ownership position in FIS, its ownership of FNF Leasing and its rights under certain agreements entered into pursuant to the securities exchange and distribution agreement.
Additionally, our certificate of incorporation will be amended to, among other things:
• increase the authorized number of shares of FNT Class A common stock from 300 million to 600 million;
• eliminate the FNT Class B common stock and all provisions relating thereto;
• remove all references to and any requirements resulting from FNF’s ownership of FNT common stock; and
• change our name to “Fidelity National Financial, Inc.”
We refer to the amendments to our certificate of incorporation as the charter amendments. Further, we will amend the FNT 2005 Omnibus Incentive Plan, which we refer to as the omnibus incentive plan, to increase the number of shares available for grants thereunder by 15.5 million. Following the completion of the proposed transactions, our common stock will be listed and traded on the
New York Stock Exchange, which we refer to as the NYSE, under the symbol “FNF.”

2 comments:

Anonymous said...

Here is the real simple summary. FNF plans to merge into FIS.

:)

Glen Ford said...

Well why didn't they say so? Thanks for the real summary.