e8vk
United States
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):
October 9, 2006
Fidelity National
Information Services, Inc.
(Exact name of Registrant as Specified in its Charter)
1-16427
(Commission File Number)
|
|
|
Georgia |
|
58-2606325 |
(State or Other Jurisdiction of Incorporation or Organization) |
|
(IRS Employer Identification Number) |
601 Riverside Avenue
Jacksonville, Florida 32204
(Addresses of Principal
Executive Offices)
(904) 854-8100
(Registrants Telephone Number, Including Area Code)
(Former Name or Former
Address, if Changed Since Last Report)
|
|
|
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions: |
|
|
|
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other
Events
On October 9, 2006, FNF announced the receipt of an IRS private
letter ruling with respect to the tax treatment of the spin-off of FNT shares by FNF as well
as the merger of FNF and FIS. FNF also announced that the dividend payment and record dates
for its spin-off of FNT had been declared, subject to certain conditions. The text of the
release is attached as exhibit 99.1. In addition to the IRS ruling, as described in the
proxy statement/prospectus for the merger, as a condition to the merger FNF must receive a
favorable opinion of its tax advisor covering certain issues that as a matter of policy the
IRS does not address in private letter rulings relating to spin-offs.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
|
|
|
Exhibit
|
|
Description
|
99.1 |
|
Press release dated October 9,
2006.
|
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 thereunto duly authorized.
|
|
|
|
|
|
Fidelity National Information Services, Inc.
|
|
Date: October 10,
2006 |
By: |
/s/ Jeffrey S. Carbiener |
|
|
|
Name: Jeffrey S. Carbiener Title: Executive Vice President and
Chief Financial Officer |
|
|
|
|
|
|
EXHIBIT INDEX
|
|
|
Exhibit
|
|
Description
|
99.1 |
|
Press release dated October 9,
2006.
|
exv99w1
EXHIBIT 99.1
Fidelity National Financial, Inc. Announces the Receipt of IRS Private Letter Ruling; FNF,
FNT and FIS Annual Meeting of Shareholders Dates Have Been Set; FNF Announces Expected Record Date
and Distribution Date for the Contingent Distribution of FNT Stock to FNF Shareholders; FNF and FIS
Announce Closing Date for the Merger of FNF with and into FIS
Jacksonville, Fla. (October 9, 2006) Fidelity National Financial, Inc. (NYSE:FNF), a
Fortune 500 provider of outsourced products and services to a variety of industries, today
announced that it has received a formal private letter ruling from the Internal Revenue Service
that the previously announced distribution of Fidelity National Title Group, Inc. (NYSE:FNT)
stock to FNF shareholders and the merger of FNF with and into Fidelity National Information
Services, Inc. (NYSE:FIS) will be tax-free to FNF and its shareholders. FNF shareholders will
recognize a gain or loss on the receipt of cash in lieu of any fractional shares in both the
distribution of FNT common stock and in the merger of FNF with and into FIS.
Additionally, FNF, FNT and FIS have all set October 23, 2006 as the date for their
respective annual meeting of shareholders. All the necessary documents for those annual meetings
of shareholders have been filed with the Securities and Exchange Commission and the relevant
documents have been mailed to the respective shareholders of FNF, FNT and FIS.
FNF has also set the record date and distribution date for the distribution of FNT common
stock to FNF shareholders. Under the terms of the distribution of FNT common stock, FNF
shareholders will receive all of the shares of FNT common stock held by FNF upon the closing of
the transaction under the Securities Exchange and Distribution Agreement (SEDA). The final
exchange ratio will be set and announced following the closing under the SEDA. No
fractional share of FNT common stock will be issued, but FNF shareholders will receive cash
in lieu of any fractional shares. No action is required by FNF shareholders to receive their
shares of FNT common stock or the cash in lieu of any fractional shares.
The distribution of FNT common stock to shareholders of FNF will be made on October 24, 2006
to FNF shareholders of record as of October 17, 2006. Because of the nature of the distribution
of FNT common stock, the New York Stock Exchange has determined that the ex-dividend date will be
October 25, 2006, the business day following the distribution date for the common stock of FNT.
FNF shareholders of record on October 17, 2006 who subsequently sell their shares of FNF common
stock through the October 24, 2006 distribution date will also be selling their right to receive
the distribution of FNT common stock. Investors are encouraged to consult with their financial
advisors regarding the specific implications of the deferral of the ex-dividend date and the
selling of shares of FNF common stock through the distribution date for the common stock of FNT.
The distribution of FNT common stock to shareholders of FNF is contingent upon the closing of the
transaction under the SEDA prior to October 24, 2006. If not closed by that date, FNF has
reserved the right to cancel the distribution or to change the record date or distribution date.
The merger of FNF with and into FIS is currently expected to occur on November 9, 2006.
Under the terms of the merger, FNF shareholders will receive an aggregate number of shares of FIS
common stock equal to the number of shares of FIS common stock held by FNF on the closing date of
the merger. The final exchange ratio will be announced following the closing of the merger. No
fractional share of FIS common stock will be issued, but FNF shareholders will receive cash in
lieu of any fractional shares. The date of the closing of the merger of FNF with and into FIS
remains subject to satisfaction of the remaining conditions to the transaction.
Fidelity National Financial, Inc. (NYSE:FNF), number 248 on the Fortune 500, is a provider
of outsourced products and services to a variety of industries. Through its majority-owned,
publicly traded subsidiary, Fidelity National Title Group, Inc. (NYSE:FNT), FNF is one of the
nations largest title insurance companies, with nearly 29 percent national market share.
Through its majority-owned, publicly traded subsidiary, Fidelity National Information
Services, Inc. (NYSE:FIS), FNF provides an industry leading suite of data processing, payment and
risk management services to financial institutions and retailers. Through its wholly-owned
subsidiaries, FNF is also a leading provider of specialty insurance products, including flood
insurance, homeowners insurance and home warranty insurance. Through its minority-owned
subsidiary, Sedgwick CMS, FNF is a leading provider of outsourced insurance claims management
services to large corporate and public sector entities. More information about the FNF family of
companies can be found at www.fnf.com, www.fntg.com, www.fidelityinfoservices.com and
www.sedgwickcms.com.
This press release contains forward-looking statements that involve a number of risks and
uncertainties. Statements that are not historical facts, including statements about our beliefs
and expectations, are forward-looking statements. Forward-looking statements are based on
managements beliefs, as well as assumptions made by, and information currently available to,
management. Because such statements are based on expectations as to future economic performance
and are not statements of fact, actual results may differ materially from those projected. We
undertake no obligation to update any forward-looking statements, whether as a result of new
information, future events or otherwise. The risks and uncertainties which forward-looking
statements are subject to include, but are not limited to: changes in general economic, business
and political conditions, including changes in the financial markets; adverse changes in the
level of real estate activity, which may be caused by, among other things, high or increasing
interest rates, a limited supply of mortgage funding or a weak U. S. economy; the potential
inability of FNF or FIS to find suitable acquisition candidates, acquisitions in lines of
business that will not necessarily be limited to FNFs traditional areas of focus, or
difficulties of FNF or FIS in integrating acquisitions; FNFs dependence on operating
subsidiaries as a source of cash flow; significant competition that FNFs operating subsidiaries
face; FNFs business concentration in the State of California, the source of over 20% of FNTs
title insurance premiums; compliance with extensive government regulation of FNFs operating
subsidiaries;
the risk that the recent merger between FIS and Certegy Inc. may fail to achieve beneficial
synergies or that it may take longer than expected to do so; the effects of substantial leverage
at FIS, which may limit the funds available to make acquisitions and invest in its business; the
risks of reduction in revenue from the elimination of existing and potential FIS customers due to
consolidation in the banking, retail and financial services industries; failures to adapt the
services of FIS to changes in technology or in the marketplace; the possibility that
the announced reorganization will not be completed, will be completed in a different form or with
different effects on stockholders than described or will not be successful in achieving the goals
targeted; the satisfaction of the remaining conditions to the announced reorganization, which
include, among other things, the receipt of any remaining insurance regulatory approvals and the
formal declaration of the FNT stock dividend by the FNF Board of Directors; and other risks
detailed in the Statement Regarding Forward-Looking Information, Risk Factors and other
sections of the Form 10-K of FNF, FNT and FIS and other filings with the Securities and Exchange
Commission.
SOURCES: Fidelity National Financial, Inc., Fidelity National Title Group, Inc. and Fidelity
National Information Services, Inc.
CONTACTS: For FNF and FNT Daniel Kennedy Murphy, Senior Vice President, Finance and Investor
Relations, 904-854-8120, dkmurphy@fnf.com; For FIS Mary Waggoner, Senior Vice President,
Investor Relations, 904-854-3282, mary.waggoner@fnf.com