SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 28, 2002
FIDELITY NATIONAL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Georgia 0-22374 58-1416811
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification
Incorporation) Number)
3490 Piedmont Road, Suite 1550, Atlanta, Georgia 30305
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(Address of Principal Executive Offices)
Registrant's Telephone Number, including area code: (404) 240-1504
ITEM 5. OTHER EVENTS.
On March 28, 2002 the Corporation issued the following press release:
FIDELITY NATIONAL CORPORATION
ANNOUNCES STRATEGIC ALLIANCE AND SALES AGREEMENT
WITH NOVA INFORMATION SYSTEMS FOR MERCHANT PAYMENT SERVICES
ATLANTA, GA (March 27, 2002) - Fidelity National Corporation
("Fidelity") (NASDAQ:LION) announced that on March 22, 2002, its wholly owned
subsidiary, Fidelity National Bank ("the Bank"), entered into an alliance and
sales agreement with NOVA Information Systems ("NOVA"). As a result of this
agreement, NOVA will provide payment processing services to the Bank's merchant
customers, located predominantly in Georgia and Florida. The alliance between
NOVA, the nation's third largest payment processor, and Atlanta-based Fidelity
National Bank, whose processing volume for 2001 was $127 million, will begin
immediately.
In forming this alliance, the Bank sold its existing merchant
processing agreements to NOVA and recognized a pretax gain of approximately $3.5
million. Under the agreement, the Bank will maintain an interest in the net
revenues from new customers referred through this alliance.
Fidelity's alliance with NOVA allows Fidelity to offer a broader range
of merchant products and services to its commercial customers. "This opens the
door to exciting new opportunities for both Fidelity and its customers," said
David Buchanan, Senior Vice President of the Bank. "NOVA's merchant processing
experience will allow us to grow our commercial base and enhance our ability to
offer state-of-the-art processing products and services."
"We are truly excited to be associated with Fidelity National Bank,"
said Pamela Joseph, Senior Executive Vice President of Business Development at
NOVA. "We are confident that our alliance will help strengthen the Bank's
offerings by providing it with an expanded set of merchant processing tools."
Howard Griffith, Fidelity National Corporation's Chief Financial
Officer, referring to Fidelity's recently announced strategic alliance for trust
and asset management services, said "This is the Bank's second announcement in
which we have aligned with a partner to enhance our product and service
offerings." He also said, "First quarter 2002 operating results will include the
effects of this transaction, resulting in a significant increase in noninterest
income. While the net positive impact on future earnings resulting from the
alliance with NOVA will not be significant, first quarter 2002 earnings will
significantly exceed market expectations as a result of the one time gain."
This release contains certain forward-looking statements, including
statements relating to present or future trends or factors generally affecting
the banking industry and specifically affecting Fidelity's operations, markets
and products. Without limiting the foregoing, the
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words "believes," "anticipates," "intends," "expects" or similar expressions are
intended to identify forward-looking statements. These forward-looking
statements involve certain risks and uncertainties. Actual results could differ
materially from those projected for many reasons, including, without limitation,
changing events and trends that have influenced Fidelity's assumptions, but that
are beyond Fidelity's control. These trends and events include (i) changes in
the interest rate environment which may reduce margins, (ii) non-achievement of
expected growth, (iii) less favorable than anticipated changes in the national
and local business environment and securities markets, (iv) adverse changes in
the regulatory requirements affecting Fidelity, (v) greater competitive
pressures among financial institutions in Fidelity's market and (vi) greater
loan losses than historic levels. Additional information and other factors that
could affect future financial results are included in Fidelity's filings with
the Securities and Exchange Commission.
Atlanta-based NOVA Information Systems manages and transports payment
and other business information on behalf of retailers, community banks and
regional financial institutions. NOVA specializes in providing integrated credit
and debit card payment processing services, related software application
products and value-added services to more than 650,000 merchant locations in the
United States. For more information on the company, visit www.NOVAinfo.com.
Fidelity National Corporation, through its operating companies,
Fidelity National Bank and Fidelity National Capital Investors, Inc., provides a
wide range of banking, mortgage and investment brokerage services through 19
full-service branches in Atlanta, Georgia. Mortgage, construction and automobile
loans are also provided through an office in Jacksonville, Florida. For
additional information about Fidelity National's products and services, please
visit www.FidelityNational.com.
On March 28, 2002 the Corporation issued the following press release:
FIDELITY NATIONAL CORPORATION
ANNOUNCES FEDERAL RESERVE BANK AGREEMENT
ATLANTA, GA (March 28, 2002) - The Fidelity National Corporation
("Fidelity") (NASDAQ:LION) Board of Directors on March 21, 2002, adopted a
resolution requested by the Federal Reserve Bank of Atlanta ("Board
Resolution"). The Board Resolution, which followed the Federal Reserve Bank
inspections of Fidelity as of December 31, 2000, and September 30, 2001, among
other things, prohibits Fidelity from redeeming its capital stock, paying
dividends on its common stock or incurring debt without the prior approval of
the Federal Reserve Bank. The Board Resolution continues to be in effect until
cancelled by the Federal Reserve Bank.
M. Howard Griffith, Jr., Fidelity's Chief Financial Officer, said that
he anticipates that the Federal Reserve Bank will permit Fidelity to continue
paying a quarterly dividend.
This release contains certain forward-looking statements, including
statements relating to present or future trends or factors generally affecting
the banking industry and specifically
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affecting Fidelity's operations, markets and products. Without limiting the
foregoing, the words "believes," "anticipates," "intends," "expects" or similar
expressions are intended to identify forward-looking statements. These
forward-looking statements involve certain risks and uncertainties. Actual
results could differ materially from those projected for many reasons,
including, without limitation, changing events and trends that have influenced
Fidelity's assumptions, but that are beyond Fidelity's control. These trends and
events include (i) changes in the interest rate environment which may reduce
margins, (ii) non-achievement of expected growth, (iii) less favorable than
anticipated changes in the national and local business environment and
securities markets, (iv) adverse changes in the regulatory requirements
affecting Fidelity, (v) greater competitive pressures among financial
institutions in Fidelity's market and (vi) greater loan losses than historic
levels. Additional information and other factors that could affect future
financial results are included in Fidelity's filings with the Securities and
Exchange Commission.
Fidelity National Corporation, through its operating companies,
Fidelity National Bank and Fidelity National Capital Investors, Inc., provides a
wide range of banking, mortgage and investment brokerage services through 19
full-service branches in Atlanta, Georgia. Mortgage, construction and automobile
loans are also provided through an office in Jacksonville, Florida. For
additional information about Fidelity National's products and services, please
visit www.FidelityNational.com.
FIDELITY NATIONAL CORPORATION
BY: /s/ M. HOWARD GRIFFITH, JR.
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M. HOWARD GRIFFITH, JR.
CHIEF FINANCIAL OFFICER
Date: March 28, 2002
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIDELITY NATIONAL CORPORATION
BY: /S/ M. HOWARD GRIFFITH, JR.
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M. HOWARD GRIFFITH, JR.
CHIEF FINANCIAL OFFICER
Date: March 28, 2002