UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
Commission file number 333-57421
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
FIDELITY NATIONAL CORPORATION TAX DEFERRED 401(k) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Fidelity National Corporation
3490 Piedmont Road, Suite 1550
Atlanta, GA 30305
REQUIRED INFORMATION
The financial statements and schedules for the plan included in this
annual report have been prepared in accordance with the financial reporting
requirements of ERISA.
The consent of Ernst & Young LLP is filed as an exhibit to this annual
report.
AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Fidelity National Corporation Tax Deferred 401(k) Savings Plan
As of December 31, 2001 and 2000 and for the years ended
December 31, 2001 and 2000 with Report of Independent Auditors
Fidelity National Corporation
Tax Deferred 401(k) Savings Plan
Audited Financial Statements and Supplemental Schedule
As of December 31, 2001 and 2000 and for the years ended December 31,
2001 and 2000
CONTENTS
Report of Independent Auditors............................................ 2
Audited Financial Statements
Statements of Net Assets Available for Benefits........................... 3
Statement of Changes in Net Assets Available for Benefits................. 4
Notes to Financial Statements............................................. 5
Supplemental Schedule
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)..........11
1
Report of Independent Auditors
The Plan Administrator
Fidelity National Corporation Tax Deferred 401(k) Savings Plan
We have audited the accompanying statements of net assets available for benefits
of Fidelity National Corporation Tax Deferred 401(k) Savings Plan as of December
31, 2001 and 2000, and the related statement of changes in net assets available
for benefits for the year ended December 31, 2001. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2001 and 2000, and the changes in its net assets available for
benefits for the year ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2001, is presented for purposes of
additional analysis and is not a required part of the financial statements but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
June 14, 2002
2
Fidelity National Corporation
Tax Deferred 401(k) Savings Plan
Statements of Net Assets Available for Benefits
DECEMBER 31,
2001 2000
---------- ----------
ASSETS
Investments, at fair value $6,142,679 $5,740,969
Contributions receivable 55,450 3,084
---------- ----------
Total assets 6,198,129 5,744,053
LIABILITIES
Refundable contributions 9,697 45,292
---------- ----------
Net assets available for benefits $6,188,432 $5,698,761
========== ==========
See accompanying notes.
3
Fidelity National Corporation
Tax Deferred 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2001
Additions to net assets attributed to:
Investment results:
Interest and dividends $ 110,189
Participant contributions 854,605
Employer contributions (net of applied forfeitures of $20,150) 248,119
-----------
Total additions 1,212,913
Deductions from net assets attributed to:
Distributions to participants (582,867)
Net depreciation in fair value of investments (140,375)
-----------
Total deductions (723,242)
-----------
Increase in net assets 489,671
Net assets available for benefits, beginning of year 5,698,761
-----------
Net assets available for benefits, end of year $ 6,188,432
===========
See accompanying notes.
4
Fidelity National Corporation
Tax Deferred 401(k) Savings Plan
Notes to Financial Statements
December 31, 2001
1. DESCRIPTION OF PLAN
The following description of Fidelity National Corporation Tax Deferred 401(k)
Savings Plan (the "Plan") provides only general information. Participants should
refer to the Plan agreement and the Summary Plan Description for a more complete
description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan for the benefit of the employees of
Fidelity National Corporation (the "Company" or the "Parent"), Fidelity National
Bank ("FNB" or the "Bank"), and Fidelity National Capital Investors, Inc.
(collectively referred to as the "Companies"). Effective January 1, 2000, the
Company adopted a new plan and appointed a new trustee; however, the new plan is
not substantially different from the old plan.
Effective January 1, 2001, the Plan has been amended to change the match formula
from 50% of the first 2% and 25% of the next 4% of employee contributions to a
match of 50% of the first 6% of employee contributions resulting in a higher
level of employer contributions. Under the Plan, all employees of the Companies
who have attained age 21, completed one year of service and completed 1,000
hours of service are eligible to participate in the Plan. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
CONTRIBUTIONS
Contributions to the Plan are made by both the participants and the Companies.
Participants may contribute through payroll deductions from 1% to 15% of their
aggregate compensation.
The Companies make a matching contribution at a rate of 50% of the first 6% of
each participant's aggregate compensation contributed to the Plan subject to
limitations as set forth in the Plan provisions. In addition, the Companies may
make discretionary contributions to the Plan for participants on the last day of
the Plan's fiscal year. The Companies' discretionary contributions are allocated
based on a participant's proportionate share of the total compensation paid
during the plan year to all participants in the Plan.
5
Fidelity National Corporation
Tax Deferred 401(k) Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions,
investment earnings/losses thereon, and each participant's interest in the
Companies' matching and any discretionary contributions.
VESTING
Participants are immediately 100% vested in their contributions plus actual
investment earnings/losses thereon. Participants are vested in the Companies'
regular matching and discretionary contributions at a rate of 20% per year for
each year of service (1,000 hours or more) after one year of service and
accordingly, are fully vested after six years of service.
FORFEITURES
Forfeited balances of terminated participants' nonvested accounts are used to
reduce the Companies' future contributions to the Plan. The total available
forfeitures were $55,985 and $3,342 at December 31, 2001 and 2000, respectively.
DISTRIBUTIONS
Participants may receive distributions equal to the fair value of their vested
account balances upon death, disability, retirement, or termination.
Distributions may be in the form of an annuity, a lump sum, installments or a
combination of a lump sum and installments.
ADMINISTRATIVE EXPENSES
The Company pays certain administrative costs associated with the operation of
the Plan.
PARTICIPANT LOANS
Participants may borrow up to an amount equal to the lesser of $50,000 or 50% of
their vested account balances, but not less than $1,000. Loan terms range from
1-5 years or up to 10 years for the purchase of a primary residence. The loans
are secured by the balance in the participant's account and bear interest at a
fixed rate equal to the prime rate as posted in the Wall Street Journal, plus
one percent.
6
Fidelity National Corporation
Tax Deferred 401(k) Savings Plan
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the accrual basis of
accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
INVESTMENTS
The Plan's investments are stated at fair value. Investments in mutual funds and
Fidelity National Corporation common stock are valued based on the quoted market
price on the last business day of the year. Securities transactions are
accounted for on the trade date. Loans are valued at fair value, which is
approximated by cost.
INCOME RECOGNITION
Investment income is allocated to participants based on their proportionate
investment balances during the year. Interest income is recorded on the accrual
basis. Dividends are recorded on the ex-dividend date.
3. FEDERAL INCOME TAX STATUS
The Plan is currently in the process of applying for but has not received a
determination letter from the Internal Revenue Service stating that the Plan is
qualified under Section 401(a) of the Internal Revenue Code (the "Code").
However, the plan administrator believes that the Plan is qualified and,
therefore, the related trust is exempt from taxation.
4. PLAN TERMINATION
Although they have not expressed any intent to do so, the Companies have the
right under the Plan to terminate the Plan subject to the provisions of ERISA.
In the event of Plan termination, participants will become 100% vested in their
accounts.
7
Fidelity National Corporation
Tax Deferred 401(k) Savings Plan
Notes to Financial Statements (continued)
5. INVESTMENTS
During 2001, the Plan's investments (including investments purchased, sold, as
well as held during the year) appreciated (depreciated) in fair value as
determined by quoted market prices as follows:
NET REALIZED AND
UNREALIZED APPRECIATION
(DEPRECIATION) IN FAIR
VALUE OF INVESTMENTS
-----------------------
Common Stock:
Fidelity National Corporation Common Stock $ 375,530
Mutual Funds:
American Funds Mutual Fund (52,297)
Fidelity Investments Mutual Funds (12,077)
MFS Mutual Fund (145,138)
PIMCO Mutual Fund 4,334
Prudential Mutual Funds (310,727)
---------
Total $(140,375)
=========
8
Fidelity National Corporation
Tax Deferred 401(k) Savings Plan
Notes to Financial Statements (continued)
5. INVESTMENTS (CONTINUED)
The fair value of individual investments that represent 5% or more of the Plan's
net assets is as follows:
DECEMBER 31,
2001 2000
---------- ----------
EuroPacific American Fund $ 369,381 $ 347,319
Fidelity National Corporation Common Stock 1,266,990 836,912
MFS Mid-Cap Fund 622,359 746,835
Prudential Money Market Fund 1,725,361 1,647,148
Prudential Stock Index Fund 475,713 379,985
Prudential Jennison Growth Fund 1,233,245 1,457,359
Effective January 1, 2000 and April 8, 2000, Prudential Investments became
trustee and recordkeeper of the Plan, respectively.
6. TRANSACTIONS WITH PARTIES-IN-INTEREST
At December 31, 2001 and 2000, the Plan held 173,560 and 165,398 shares of
Fidelity National Corporation Common Stock, respectively. The fair value of this
stock at December 31, 2001 and 2000 was $1,266,990 and $836,912, respectively.
During 2001, the Plan received $25,258 in dividends on Fidelity National
Corporation Common Stock.
9
SUPPLEMENTAL SCHEDULE
Fidelity National Corporation
Tax Deferred 401(k) Savings Plan
EIN: 58-1174938
Plan Number 001
Schedule H, Line 4(i)
Schedule of Assets (Held at End of Year)
December 31, 2001
(A) (B) (C) (E)
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT CURRENT VALUE
--------------------------------------------------------------------------------------------------------------
* Prudential Investments Active Balanced Fund $ 45,193
* Prudential Investments Small Company Stock 65,697
* Prudential Investments Prudential Stock Index Fund 475,713
* Prudential Investments Jennison Growth Fund 1,233,245
MFS Investments Mid-Cap Fund 622,359
PIMCO Investments Total Return Fund 126,608
American Funds Group EuroPacific Growth Fund 369,381
Fidelity Investments Advisory Growth and Income Fund 194,229
* Fidelity National Corporation Common Stock 1,266,990
* Prudential Investments Money Market Account 1,725,361
Participant Loans Interest rates ranging from 8% to 10.5%, due 17,903
no later than 2011
----------
$6,142,679
==========
*The above-identified parties represent parties-in-interest to the Plan.
Note: Cost information has not been included in column (d) because all
investments are participant directed at December 31, 2001.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the administrative committee members have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
FIDELITY NATIONAL CORPORATION
TAX DEFERRED 401(k) SAVINGS PLAN
By: /s/ Howard M. Griffith, Jr.
--------------------------------------
Howard M. Griffith, Jr.
Chief Financial Officer
Fidelity National Corporation
(Plan Sponsor)
Date: June 28, 2002