UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
HOMESEEKERS.COM, INC.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
437605108
(CUSIP Number)
PETER T. SADOWSKI, ESQ. NEIL A. JOHNSON
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL CHIEF FINANCIAL OFFICER
FIDELITY NATIONAL FINANCIAL, INC. FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.
17911 VON KARMAN AVENUE, SUITE 300 4050 CALLE REAL
IRVINE, CALIFORNIA 92614 SANTA BARBARA, CALIFORNIA 93110
(949) 622-5000 (805) 696-7000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
COPIES TO:
C. CRAIG CARLSON, ESQ.
STRADLING YOCCA CARLSON & RAUTH
660 NEWPORT CENTER DRIVE, SUITE, 1600
NEWPORT BEACH, CA 92660
TELEPHONE: (949) 725-4000
NOVEMBER 5, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), Section 240.13d-1(f) or Section
240.13d-1(g), check the following box [ ].
SCHEDULE 13D
--------------------------------- ------------------------------
CUSIP NO. 437605108 PAGE 2 OF 6 PAGES
--------------------------------- ------------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fidelity National Financial, Inc. 86-0498599
Fidelity National Information Solutions, Inc. 41-1293754
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Fidelity National Financial, Inc.: Delaware
Fidelity National Information Solutions, Inc.: Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES Fidelity National Financial, Inc.:
BENEFICIALLY 12,238,641 (See Item 5)
OWNED BY -------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON -0-
WITH -------------------------------------------------
9 SOLE DISPOSITIVE POWER
Fidelity National Financial, Inc.:
12,238,641 (See Item 5)
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Fidelity National Financial, Inc.: 12,238,641
(See Item 5 for calculation)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Twenty-five percent (25%)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
================================================================================
2
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement on Schedule 13D
relates is the Common Stock, par value $0.001 per share (the "Common Stock"), of
HomeSeekers.com, Inc., a Nevada corporation (the "Company"), with its principal
executive offices located at 6490 South McCarran, Suite D-30, Reno, Nevada
89509.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed on behalf of Fidelity National Financial,
Inc., a Delaware corporation ("Fidelity"), and Fidelity National Information
Solutions, Inc., a Delaware corporation and a majority-owned subsidiary of
Fidelity and a Delaware corporation ("FNIS"). The principal executive offices of
Fidelity are located at 17911 Von Karman Avenue, Suite 300, Irvine, California
92614. Fidelity is a holding company whose subsidiaries are engaged in the
business of issuing title insurance policies and performing other title- and
real estate-related services. The principal executive offices of FNIS are
located at 4050 Calle Real, Santa Barbara, California, 93110. FNIS is a company
engaged principally in providing real estate-related informational services.
Information regarding the directors and executive officers of Fidelity
and FNIS is set forth on Schedule I attached hereto, which schedule is hereby
incorporated by reference.
During the last five years, neither Fidelity nor, to the best knowledge
of Fidelity, any person named in Schedule I attached hereto has been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a judicial or
administration body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 25, 2001, Fidelity agreed to loan the Company up to Four
Million Dollars ($4,000,000). In return, Fidelity accepted (i) a convertible
revolving promissory note (the "Note") and (ii) a stock purchase warrant (the
"Warrant"). The aggregate potential equity represented in the Note and the
Warrant is 25% of the Company's outstanding Common Stock. To the extent the Note
is not converted to a number of shares of common Stock representing a 25% equity
stake in the Company, the Warrant is exercisable to bring Fidelity's beneficial
ownership to as much as 25% of the outstanding shares of Common Stock. Both the
Note and the Warrant are filed as exhibits hereto. The descriptions of the Note
and Warrant contained herein are not intended to be complete are qualified in
their entirety by reference to their full texts.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the Fidelity loan to the Company is to enable the Company
to pay off existing debt so as to release lenders' liens on certain assets being
purchased by FNIS, as described below. As an inducement to make the loan,
Fidelity agreed to accept equity in the Company in the form of the Note and
Warrant described in Item 3 above.
3
FNIS and the Company have entered into an agreement (the "Asset Purchase
Agreement") whereby FNIS will purchase certain assets of the Company, such
assets amounting to an estimated twenty percent (20%) of the Company's total
assets. FNIS and the Company also entered into an agreement (the "Management
Agreement") pursuant to which FNIS will provide management services to the
Company until the earlier to occur between the close or the termination of the
Asset Purchase Agreement. The Asset Purchase Agreement and the Management
Agreement are filed as exhibits hereto. The descriptions of the Asset Purchase
Agreement and the Management Agreement contained herein are not intended to be
complete are qualified in their entirety by reference to their full texts.
Except as set forth in this Item 4, Fidelity has no plans or proposals
that relate to or would result in any of the matters set forth in clauses (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As a result of the issuance to Fidelity of the Note and the Warrant,
Fidelity has a currently exercisable right to purchase up to approximately
12,238,641 shares, or the equivalent 25% of the outstanding shares of the
Company's common stock, calculated by applying Fidelity's right to acquire 25%
of the Company's outstanding shares to the total of 48,954,561 as reported to
the Securities and Exchange Commission in the Company's 10-K for the year ended
June 30, 2001. While the actual number of shares issuable to Fidelity is likely
to be greater than 12,238,641 because of the dilutive effect of exercising the
Note and Warrant, because the Warrant is convertible for a number of Company
shares that cannot be determined at this time Fidelity determined that reporting
some estimate of such greater number of shares would be misleading. Fidelity has
the sole right to receive or the power to direct the receipt of dividends from,
or proceeds from the sale of, the shares of the Company's Common Stock issuable
upon the exercise of the Note and the Warrant. FNIS has no rights to receive or
control disposition of any of the shares of Common Stock discussed in this
Statement. Except for the transactions set forth above, neither Fidelity nor
FNIS has effected any transaction in HomeSeekers.com Common Stock during the
past sixty (60) days.
Except as described above, neither Fidelity, FNIS, nor, to the best
knowledge of Fidelity and FNIS, any of the persons referred to in Schedule I
attached hereto, beneficially own any shares of HomeSeekers.com, Inc. Common
Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Fidelity and the Company entered into a Credit Agreement, pursuant to
which Fidelity agreed to loan the Company up to Four Million Dollars
($4,000,000) for the purpose of repaying or canceling loan debt. The Company
issued to Fidelity the Note and the Warrant. Fidelity and the Company also
executed a security agreement securing the Company's obligations to Fidelity.
FNIS and the Company entered into the aforementioned Asset Purchase
Agreement and Management Agreement.
4
Except as described herein, neither Fidelity, FNIS, nor any other person
referred to in Schedule I attached hereto, has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities HomeSeekers.com, including, but not limited to,
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees or profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Credit Agreement, dated October 25, 2001
99.2 Convertible Revolving Promissory Note, dated November 5, 2001
99.3 Purchase Warrant, dated November 5, 2001
99.4 Security Agreement, dated October 25, 2001
99.5 Asset Purchase Agreement, dated October 25, 2001;
99.6 Management Agreement, dated October 25, 2001;
5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 15, 2001 FIDELITY NATIONAL FINANCIAL, INC.
By: /s/ Marlan Walker
Executive Vice President
Date: November 15, 2001 FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.
By: /s/ Neil Johnson
Chief Financial Officer
6
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSON
The names, present principal occupations and business addresses of the
directors and executive officers of the Reporting Person are set forth below. If
no address is given, the director's or executive officer's business address is
that of the Reporting Person. Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to the Reporting Person. Each of the
named individuals is a citizen of the United States.
Directors and Officers of Fidelity:
----------------------------------
William P. Foley, II Chairman of the Board and Chief Executive Officer
Frank P. Willey Vice Chairman of the Board
John J. Burns, Jr. Director
John F. Farrell, Jr. Director
Philip G. Heasley Director
William A. Imparato Director
Donald M. Koll Director
Daniel D. (Ron) Lane Director
General William Lyon Director
J. Thomas Talbot Director
Cary H. Thompson Director
Richard P. Toft Director
Patrick F. Stone President and Chief Operating Officer
Alan L. Stinson Executive Vice President, Chief Financial Officer
Peter T. Sadowski Executive Vice President, General Counsel
Directors and Officers of FNIS:
------------------------------
William P. Foley, II Chairman of the Board and Chief Executive Officer
Willie D. Davis Director
Richard J. Freeman Director
Earl Gallegos Director
Bradley Inman Director
Patrick F. Stone Director
Cary H. Thompson Director
Eric D. Swenson President
Neil A. Johnson Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 Credit Agreement, dated October 25, 2001
99.2 Convertible Revolving Promissory Note, dated November 5, 2001
99.3 Purchase Warrant, dated November 5, 2001
99.4 Security Agreement, dated October 25, 2001
99.5 Asset Purchase Agreement, dated October 25, 2001;
99.6 Management Agreement, dated October 25, 2001;