View:
November 10, 2005
Mail Stop 4561
Lee A. Kennedy
Chairman and Chief Executive Officer
Certegy, Inc.
100 Second Avenue South, Suite 1100S
St. Petersburg, FL 33701
Re: Certegy, Inc.
Preliminary Schedule 14A
Filed October 12, 2005
File No. 001-16427
Dear Mr. Kennedy:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Preliminary Schedule 14A
General
1. Please provide references to other proxy statements filed in
connection with this transaction. Refer to Rule 14a-5(c).
2. We note that your form of proxy includes discretionary
authority
to vote on any matter properly raised at the special meeting,
including adjournment. Please tell us how this comports with the
requirements of Rules 14a-4(c) and (d). Also, please note that if
the
proxies are to be used to vote in favor of adjourning the meeting
in
order to solicit additional votes necessary to approve the merger
you
must include a separate box on the proxy card expressly granting
this
authority.
3. As soon as the merger becomes effective please file an Item 4
8-K
that provides the disclosures required by Item 304 of Regulation
S-K
for the change in independent accountants.
Proxy Statement Cover Page - Shareholder Letter
4. Please disclose the exchange ratio and disclose here and in the
summary the dollar value of the common stock to be issued in the
merger per share as a result of the exchange ratio.
5. Please revise to list the ticker symbols and the exchange on
which
shares of Certegy and Fidelity National Financial ("FNF") trade
and
the prices of each on the day immediately preceding the public
announcement of the merger.
6. Please disclose here and in the summary the aggregate dollar
consideration to be paid to shareholders of Fidelity National
Information Services, Inc. ("FIS").
7. Please revise to disclose the vote required to approve the
merger.
Questions and Answers About the Merger and the Special Meeting,
page
1
8. Please revise so that your Q&A and Summary Term Sheet sections,
which we view as together constituting the summary term sheet
required by Item 1001 of Regulation M-A, begin on the first or
second
page of the disclosure document. Refer to Item 14(b)(1) of
Schedule
14A and Item 1001 of Regulation M-A. Please note that we will
view
your current letter to stockholders and notice of special meeting
as
being part of the disclosure document for purposes of Item 1001 of
Regulation M-A if those documents are included as part of the
bound
disclosure document in the form that it is delivered to
stockholders.
Please also revise to eliminate any redundant disclosures between
the
Q&A and Summary Term Sheet sections.
9. In the first answer on page 1, please make it clear that the
merger will be treated as a reverse acquisition for accounting
purposes. Also, here and on page 6, please quantify in total and
on
a per share basis the consideration being paid to shareholders of
FIS
following the issuance of the special dividend and in light of
assumed debt.
10. In the first answer on page 2, please quantify the dilutive
effect of the acquisition on current Certegy shareholders.
11. In the second answer on page 2, please quantify the dilutive
effect of future issuances pursuant to the amended stock plan.
12. In the first answer on page 3, please clarify the impact of
not
submitting a proxy at all. It appears to us that such
shareholders
would not be considered "at the special meeting," which-assuming
they
would have voted against any of the proposals-could have a
material
impact on the outcome.
Summary of the Merger, page 5
13. Please revise the first paragraph to indicate that the summary
includes the
material terms of the proposals, as opposed to "selected
information." Refer to Item 1001 of Reg. M-A.
14. Please consider disclosing relevant website addresses here.
15. The summary should contain a separate discussion of the
potential
benefits and detriments of each of the proposals to be voted upon.
The discussion should be presented in a balanced format, including
a
discussion of the benefits to be received in the transaction by
insiders and the consequent effect of the proposed transactions on
non-affiliated stockholders. The disclosure should highlight the
disadvantages and adverse consequences associated with each
proposal.
The Merger, page 6
Shares of Certegy Common Stock Will Be Issued to FIS Stockholders
in
the Merger, page 6
16. Please revise to summarize all bases considered in determining
the number of shares of Certegy common stock to be issued in the
exchange.
17. Please revise to the ticker symbol of the stock and the price
of
the common stock as of the latest practicable date.
Certegy Will Pay a Special Dividend..., page 6
18. Please explain briefly how the special dividend was
determined.
Matters to be Considered in Deciding How to Vote, page 7
19. Where relevant, please discuss the potential impact on future
dividends of the new financial covenants to which Certegy will be
subject as a result of the merger and any new dividend policies
the
combined entity may adopt. Also, please discuss separately the
debt
obligations of the combined entity. Refer to Item 1006(a)(3) of
Regulation M-A.
20. Where relevant please discuss the potential for share sales
following the merger and the lockups to which the parties are
subject.
Certegy`s Financial Advisors Have Provided..., page 7
21. Briefly summarize the conflicts of interest outlined by the
investment bankers in their fairness opinions, especially
Citigroup`s
interest in the successful completion of the merger.
Certegy`s Directors and Executive Officers..., page 7
22. Please summarize briefly the ways in which your officers and
directors will benefit as a result of the merger, quantifying the
benefits to the extent possible.
Comparative per Share Data, page 15
23. Please refer to Item 1010 of Regulation S-K and tell us why
you
have presented cash dividends declared per share on a pro forma
basis.
Market Price Data and Dividend Policy, page 16
24. Please indicate the number of common shares outstanding for
Certegy as of the most recent practicable date. Refer to Item
1002(b) of Regulation M-A.
Risk Factors, page 18
Risks Relating to the Merger, page 18
25. Please add a risk factor discussing the transfer of
significant
debt to Certegy.
The combined company could have conflicts with FNF..., page 19
26. Please identify all directors and officers of Certegy who will
hold interests in FNF or its affiliates following the merger.
Also,
please disclose the amount of time that Mr. Foley intends to
devote
to each entity with which he will be involved. Finally, given the
size of the companies Mr. Foley will be chairing and managing,
please
discuss risk that the companies will not receive adequate
oversight.
Elsewhere in your proxy, please explain the basis for your belief
that Mr. Foley will in fact be able to provide the necessary level
of
oversight.
Certegy`s directors and executive officers have interests in the
merger in addition to those of the Certegy`s shareholders, page 20
27. Please disclose the aggregate dollar amount of severance
payments, deferred compensation, and payments under new employment
agreements that may be paid to the executive officers as a result
of
the mergers.
Failure to complete the merger could cause Certegy`s..., page 21
28. Please expand your disclosure to discuss Certegy`s obligations
to
pay up to $10 million in merger-related costs incurred by FIS and
quantify costs incurred to date.
Sales of combined company shares by former stockholders..., page
22
29. Please quantify the number of shares that will enjoy
registration
rights. Also, in a separate risk factor, discuss risks associated
with issuances under your amended stock incentive plan and the
acceleration of grants under FIS`s 2005 incentive plan.
Risks Related to FIS`s Business, page 22
30. Please discuss risk related to quality control concerning the
outsourcing of key development functions to overseas facilities.
31. Please discuss risk related to your cross-selling efforts,
especially as cross-selling has been identified as a key benefit
of
the proposed transaction.
If management of the combined company or its auditors..., page 24
32. Please revise the heading to reflect the disclosure regarding
the
material weaknesses identified in connection with FIS`s internal
control over financial reporting or provide separate risk factor
disclosure for this risk.
If FIS were to lose any of its largest..., page 25
33. Please identify any other customers-or groups of related
customers-that account for a material portion of your revenue.
Please discuss the termination provisions contained in any
contracts
you may have with Wells Fargo or other key customers.
The Merger, page 34
34. Where relevant, please provide an itemized list of expenses
related to the merger. Refer to Item 1007(c) of Regulation M-A.
Background of the Merger
35. Please expand your disclosures regarding the discussions that
were conducted with other potential financial buyers to briefly
describe the terms of the alternative transactions that were
discussed with those parties, even if those discussions did not
produce any definitive offers and the reasons such alternatives
were
rejected.
Certegy`s Reasons for the Merger..., page 38
36. Please include a discussion of the specific financial benefits
that you believe the combined entity will enjoy and the bases of
your
beliefs. These benefits include, from your Form 8-K filed
September
15, 2005:
* that the combined entity will have a $4 billion in annual "run-
rate" revenue and $1 billion in annual "run-rate" EBITDA;
* that the combined entity will have "strong organic growth
potential" and "significant and unique revenue synergies;"
* that the combined entity will achieve $50 million in "cost
synergies" over a 12- to 18-month period (and please explain how
you
intend to reach this target); and
* that the transaction is 16% accretive on a cash (as opposed to a
GAAP) basis to your shareholders based on trailing 12 months
earnings.
37. Please discuss your consideration of the fact that the
combined
entity may no longer choose or legally-under terms of debt
instruments-be able to issue dividends.
38. Please discuss your consideration of the fact that on a pro
forma
basis the company`s earnings per share would have been
significantly
less in both the most recent period and in 2004. Further, please
discuss your considerations of the significant difference in book
value between you and FIS.
Opinions of Certegy`s Financial Advisors..., page 41
39. For each advisor, please provide the disclosure required by
Items
1015(b)(2), (3) and (5) of Regulation M-A.
40. Please provide us with copies of any materials prepared by
your
financial advisors in connection with their fairness opinions,
including, among other things, any "board books," drafts of
fairness
opinions provided to you, and any summaries of presentations made
to
you.
Financial Analyses, page 42
Transaction Overview and Indicated Transaction Multiples, page 43
41. Please explain how the illustrative values compare to value
used
to determine the actual exchange ratio.
Selected Companies Analysis, page 43
42. Please quantify results of the selected company, precedent
transaction and discounted cash flow analyses performed by
Citigroup
and the premium and public trading analyses performed by Deutsche
Bank.
Interests of Certain Persons in the Merger That Are Different from
Your..., page 57
Change in Control Agreements, page 59
43. Please quantify separately the benefits to be received by each
of
your non-named executive officers under these change in control
agreements. We have the same comment with respect to the annual
incentive plan payments, discussed on page 62.
New Employment Agreements, page 59
44. Please quantify, using the same methodology employed in your
discussion of the change in control agreements, the benefit Mr.
Kennedy and Mr. Carbiener would have received had they not elected
to
enter into new employment agreements with you.
Accelerated Vesting of Equity Compensation Awards, page 61
45. Please quantify separately the unvested equity awards for each
of
your non-named executive officers. Also, please explain briefly
what
you mean by the equitable adjustment of stock options and
restricted
shares following the payment of the special dividend.
Certegy Supplemental Executive Retirement Plan, page 61
46. Please quantify separately, as of the most recent practicable
date, the payments these executives would be entitled to in the
event
of termination.
Certegy Deferred Compensation Plan, page 62
47. Please identify and quantify the benefits to be received by
each
executive who elected to have his account distributed upon a
change
in control. Also, please identify the remaining executives
participating in this plan and quantify, as of the most recent
practicable date, the amount you would have to place in trust for
each of them in order to satisfy your obligations under this plan.
Finally, please describe briefly how and when the trust funds
would
be distributed to these executives.
Certegy Executive Life and Supplemental Retirement Benefit Plan
and..., page 62
48. Please quantify separately the amounts to be paid into trust
in
order to satisfy your obligations to each of your non-named
executive
officers under these plans.
The Merger Agreement and Related Documents, page 67
49. Please remove the qualification contained in the third
paragraph.
It is not consistent with your obligation to give shareholders all
material information concerning the merger agreement. You may
note
specific qualifications of representations and warranties as
needed,
beginning on page 73.
Other Agreements, page 80
50. Please elaborate on the last bullet point in this section,
appearing on page 81, and the sixth bullet point on page 82.
Conditions to the Merger, page 81
51. Please identify representations and warranties that must be
strictly satisfied.
Business of Fidelity National Information Services, Inc., page 94
52. Please update your disclosure to reflect the third-quarter
results of FIS. Also, for each segment, please provide a measure
of
profit or loss in addition to total revenue.
53. Where relevant, please discuss FIS`s relationship following
the
merger with competitors of Certegy, if any.
Overview, page 94
54. Please provide us with support for the statistical claims made
in
this section and disclose a relevant time period.
Industry Background, page 94
55. Please provide us with support for the claims made in this
section, including the "trends" identified on page 95.
Competitive Strengths, page 96
56. Please balance your discussion of strengths with an equally
detailed discussion of the key competitive challenges faced by FIS
and please provide support for claims that FIS:
* has a "significant number of high-quality" applications and
services;
* offers a wider range of service arrangements than your
competitors;
* has "excellent" relationships with your customers; and
* provides its customers with a "compelling value proposition."
Certain Customer Information, page 97
57. Please disclose when FIS`s agreement with Wells Fargo is
subject
to termination.
Financial Institution Software and Services, page 97
Financial Institution Processing, page 99
58. Here and throughout your description of FIS, please provide a
source and relevant time period for the rankings you rely upon.
Lender Services, page 101
Automated Process, page 102
59. On page 103, please provide more detail concerning the
transfer
of a title insurer to FIS by FNF and indicate what portion of
FIS`s
title agency business may not be done through FNF`s title
insurers.
Technology, page 107
60. In addition to efforts related to FIS`s bank and mortgage
processing software, please indicate the total amounts invested by
FIS in research and development in recent periods.
Intellectual Property, page 108
61. Please discuss specific intellectual property rights that FIS
may
possess, including the nature and duration of such rights, where
material to your business.
Legal Proceedings, page 110
62. Please delete disclosure regarding your belief as to the merit
of
the claims filed against FIS. This is a legal conclusion that FIS
is
not qualified to make.
Certain Relationships and Related Transactions with FNF, page 113
Starter Repository and Back Plant Access Agreements, page 115
63. Please discuss briefly how these agreements were priced and
how
much FIS paid FNF under them in recent periods.
License and Service Agreements, page 116
64. Please discuss briefly how these agreements were priced and
how
much revenue and expenses were recognized by FIS under them in
recent
periods.
Real Estate Information, page 120
65. Please be more specific about the nature of the agreements-
whether or not they are continuing in nature and how pricing is
determined.
FIS Management`s Discussion and Analysis of Financial Condition
and..., page 126
Related Party Transactions, page 128
66. With respect to the Lender Services segment, please explain
how
the revenue numbers cited here comport with the commissions cited
on
page 120, in the description of the agency agreements.
67. With respect to the agreements relating to title plant assets,
please indicate expenses allocable to FIS`s maintenance of this
information on behalf of Fnf. Also, please explain how the
royalty
figures cited here comport with the figures cited on page 121, in
your discussion of the title information agreements.
68. With respect to the $43.7 million in expenses incurred in 2004
under "various" agreements, please be more specific as to the
sources. Also, please be sure to discuss, where relevant, FIS`s
property and equipment leases and disclose the costs allocable in
recent periods to its joint development activities.
Critical Accounting Policies, page 132
69. Please add a section discussing your treatment of gains and
losses related to the value of hedging instruments.
Goodwill and Other Intangible Assets, page 134
70. On page 135, please explain the area in which the carrying
value
of customer relationships was written off.
Comparisons of Years Ended December 31, 2004, 2003, and 2002, page
136
Research and Development Costs, page 138
71. Please disclose costs in 2002. Also, please discuss whether
you
expect these costs to continue to rise following the merger.
Segment Results of Operations, page 139
Default Management Services, page 141
72. Please identify the lines of business, within default
management
services, that have lower margins and explain why you believe
revenue
associated with these lines increased in 2004. Also, please
identify
the higher-margin lines and explain why you believe revenue
associated with these lines did not grow as quickly.
Comparisons of Six Months ended June 30, 2005 and 2004, page 143
Segment Results of Operations, page 144
Financial Institution Software and Services, page 144
73. We note from page 97 that, on an annualized basis, 2005
revenue
from financial institution processing appears to be growing over
2004, while revenue from mortgage loan processing appears to be
level. Please discuss these trends and your expectations going
forward in light of the business trends identified on page 130.
Lender Services, page 140
74. In light of rising interest rates, please discuss your
expectations for this segment going forward.
Default Management Services, page 146
75. We note from page 103 that, on an annualized basis, 2005
revenue
from default management services appears to be decreasing from
2004.
Please discuss this trend in light of your belief that defaults
will
pick up as interest rates rise.
Information Services, page 147
76. We note that the increase in revenue was attributable to
increased market share in a strong real estate cycle. Please
discuss
your expectations going forward in light of your belief that real
estate financings may slow down as interest rates rise. Also,
please
explain the significant increase in your gross profit margin from
the
first six months of 2004.
Liquidity and Capital Resources, page 148
77. Please explain in more detail the basis for your belief that
you
will be able to satisfy your cash needs over the next year based
on
internally generated funds. Your analysis should begin with you
pro
forma cash position following the close of the transaction and
issuance of the special dividend.
78. Please discuss any credit concentration or key commitments,
including your obligations to Covansys, that could impact your
liquidity.
Financing, page 148
79. Please discuss the financial covenants associated with FIS`s
loans in more detail. Also, on page 149, please quantify annual
payments on the fixed portion of FIS`s debt.
Pro-forma Combined Statement of Continuing Operations, page 155
80. Please revise to present historical basic and diluted per
share
data based on continuing operations on the face of the pro forma
statement of operations. Also, please revise to present the
number
of shares used to compute per share data for the historical
operations of Certegy and FIS.
Amended and Restated Certegy Inc. Stock Incentive Plan, page 162
81. Please tell us when you intend register rights and shares
underlying rights to be issued pursuant to this plan or tell us
the
exemption from registration upon which you intend to rely. Refer
to
instruction 5 to Item 10 of Schedule 14A.
Eligibility, page 163
82. Please indicate the approximate number of potential recipients
in
each class. Refer to Item 10(a)(1) of Schedule 14A.
Stock Incentive Plan Awards, page 166
83. On page 167, please disclose the market value of the grants to
Mr. Kennedy and Mr. Carbiener. Refer to Item 10(b)(2)(i)D) of
Schedule 14A.
Compensation Committee Report on Executive Compensation, page 184
Incentive Compensation, page 185
84. Please disclose how many companies are contained in your
surveyed
peer group. Also, please discuss why you focus on revenue and
earnings per share as opposed to other possible measures of
performance, such as growth in your share price. Finally, please
discuss adjustments, if any, for items that could effect revenue
and
per share earnings, such as acquisitions, asset sales and share
buybacks.
85. Where relevant, please discuss consideration by the
compensation
committee of the overall cost of the incentive program relative to
corporate earnings (in other words, how much you would expect
incentives to reduce earnings, assuming all goals are met).
86. Please disclose whether bonuses based on earnings per share
and
revenue may be based or have in fact been issued on performance
that
fails to exceed the prior year`s performance. Also, please
disclose
whether the board reserves or has in fact exercised discretion to
issue bonuses based on performance that failed to meet internal
goals.
Long-Term Incentive Compensation, page 185
87. Please explain how you arrived at the 10% target for earnings
per
share growth.
Chief Executive Officer Compensation, page 186
88. Please revise to include more specific disclosure of the
relationship between the compensation paid to Mr. Kennedy and your
performance in the last fiscal year. Refer to Item 402(k)(2) of
Regulation S-K. It is not sufficient merely to state that Mr.
Kennedy received a bonus because he-like all other executives-
satisfied his performance goals.
Where You Can Find More Information, page 190
89. Please make it clear that copies of documents incorporated by
reference will be delivered via first class mail or other equally
prompt means and that the documents will be sent within one
business
day of the receipt of a request by you. Refer to Note D.2 of
Schedule 14A.
Financial Statements of Fidelity National Information Services,
Inc.,
page F-1
90. Please include consents from the independent accountants
related
to financial statements filed concurrently with and incorporated
by
reference in your next amendment.
FNIS Combined Statements of Earnings, page F-20
91. It appears that the gain on sale of issuance of subsidiary
stock
recognized in 2002 occurred right before the Company`s purchase of
the minority interest in FNIS. Tell us what consideration you
gave
to the interpretive guidance of SAB Topic 5H which indicates that
gain recognition is not "an available alternative in cases where
the
equity transaction of the subsidiary is part of a broader
corporate
reorganization contemplated or planned by the Company."
92. Please present earnings per share for all periods for which an
income statement or summary of earnings is presented. Refer to
paragraph 38 of SFAS 128.
(3) Investment in Covansys Corporation, page F-37
93. Please tell us how you determined that the warrants should be
accounted for under SFAS 115 subsequent to March 24, 2005. Please
provide any relevant information about the warrants, and refer to
the
literature you used to determine your accounting for these
warrants.
(10) Commitments and Contingencies, page F-42
Escrow Arrangements, page F-43
94. Please tell us how you have determined that these deposits do
not
need to be recorded on your balance sheet. Refer to the
literature
you used to determine your accounting for these deposits. Provide
us
with details of the economic benefits you receive through
favorable
borrowing and vendor arrangements with various banks.
Form 10-K Filed on March 11, 2005
Item 1. Business, page 3
95. In future filings, please:
* Disclose the revenues from external customers, a measure of
profit
and loss and total assets for each of your segments, or provide an
appropriate cross reference, as required by Item 101(b) of
Regulation
S-K;
* discuss in more detail your intellectual property rights,
including
the duration and the nature of your use of any key rights,
including
those associated with Ronald A. Katz. Refer to Item
101(c)(1)(iv);
* discuss in more detail your research and development activities,
including any material amounts spent in the last three fiscal
years.
Refer to Item 101(c)(1)(xi); and
* disclose the financial information about geographic areas
required
by Item 101(d), as applicable.
Certain Factors Affecting Forward-Looking Statements, page 9
96. In future filings, please discuss risk related to specific
regulations (both domestic and international) to which you are
subject; risk related to the loss of key personnel; risk related
to
your reliance on third party providers of key processes on which
you
or your customers rely; and risk related to increases in bank
interchange fees, to the extent relevant.
We rely heavily on a small number of specific..., page 9
97. In future filings, please identify specific companies upon
which
you rely for a material portion of your revenues.
Our revenues from the sale of services to VISA..., page 10
98. In future filings, identify your sponsor and discuss risk
related
to termination of sponsorship.
We may be liable for violating the intellectual property..., page
12
99. In future filings, omit mitigating language from this risk
factor, including your belief as to whether you are violating the
intellectual property rights of third parties. Instead, discuss
in
more detail the risk to your business related to the lawsuit,
including the nature of the intellectual property at issue.
Completing and integrating acquisitions..., page 14
100. In future filings, please discuss this risk in more detail.
Item 3. Legal Proceedings, page 15
101. In future filings, please discuss the ramifications of this
lawsuit in more detail, including what intellectual property the
suit
implicates, how you use that property and what impact an
injunction
might have on your business. Please consider whether additional
risk
factor analysis may be warranted.
Item 7. Management`s Discussion and Analysis..., page 18
102. In future filings, please:
* discuss in greater detail the impact on revenue attributable to
new
acquisitions and internal growth of existing services;
* where you attribute changes in revenue and expenses to various
factors, such as growth in demand for your services or a decline
in
your software-related revenue or loss of key customers or
downsizing,
please explain the underlying reasons for these changes;
* discuss categories of and changes in your accounts receivable
and
recoverable assets; and
* provide, in your analysis of liquidity, your belief as to
whether
you have sufficient cash available for the next 12 months and, if
so,
the basis for this belief and a discussion of anticipated cash
needs.
Note 2 - Significant Accounting Policies, page 45
Revenue recognition, page 45
103. Please tell us how you determined that you should recognize
revenues from interchange fees on a gross basis. Tell us how you
have analyzed your recognition of these revenues under EITF 99-19.
Goodwill, page 50
104. Please tell us why you have included foreign currency
translation as part of your roll forward of your goodwill balance.
As appropriate, please amend your registration statement and
respond to these comments within 10 business days or tell us when
you
will provide us with a response. You may wish to provide us with
marked copies of the amendment to expedite our review. Please
furnish a cover letter with your amendments that keys your
responses
to our comments and provides any requested information. Detailed
cover letters greatly facilitate our review. Please understand
that
we may have additional comments after reviewing your amendment and
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed decision. Since the company and its management
are
in possession of all facts relating to a company`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosures in the filing;
* staff comments or changes to the disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
You may contact Eric McPhee at 202-551-3693 or Daniel
Gordon,
Accounting Branch Chief, at 202-551-3486 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Geoffrey Ossias at 202-551-3404 or me at 202-551-
3780
with any other questions.
Sincerely,
Elaine Wolff
Branch Chief
cc: Larry Ledbetter (via facsimile, 404-815-6555)
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Lee A. Kennedy
Certegy, Inc.
November 10, 2005
Page 1