(9) Average fee per file is based upon title insurance premiums, escrow fees and certain other title-related fees from direct operations divided by orders closed.
On March 25, 1997, the Company's Board of Directors declared a cash dividend of $.07 per share which will be payable on May 2, 1997, to stockholders of record on April 11, 1997.
On April 1, 1996, the Company completed its acquisition of Nations Title Inc. from Nations Holding Group for an adjusted purchase price of $19.3 million plus 193,600 shares, $2.1 million, of the Company's Common Stock. The acquisition positioned Fidelity National Financial, Inc. as the nation's fourth largest title insurance underwriter. Nations Title Inc. and its three wholly-owned underwriting subsidiaries, Nations Title Insurance Company, Nations Title Insurance of New York Inc. and National Title Insurance of New York Inc., expanded the Company's national agency network and increased its market share in the more traditional agency driven states. This transaction has been accounted for as a purchase.
Fixed maturity securities valued at approximately $17,670,000 and $10,569,000 were on deposit with various governmental authorities at December 31, 1996 and 1995, respectively, as required by law.
Included in equity securities at December 31, 1996, is an investment in a certain equity security with a cost of $3,366,000 and a fair value of $17,892,000.
On March 31, 1994, the Company announced that its board of directors authorized the repurchase in the open market of up to 1.2 million shares of the Company's Common Stock, or a comparable amount of the Company's LYONs, which are convertible into 23.204 shares of Common Stock per $1,000 maturity amount of LYONs. On June 15, 1994, the Company's board of directors authorized the additional repurchase of up to 1.2 million shares of the Company's Common Stock or a comparable amount of the Company's LYONs. A third authorization to repurchase an additional 3.6 million shares of the Company's Common Stock or a comparable amount of the Company's LYONs was announced on August 11, 1994. On March 9, 1995, the Company announced that the board of directors authorized the additional repurchase of up to 2.4 million shares of the Company's Common Stock or comparable amount of LYONs. As of December 31, 1996, the Company had repurchased 5,685,738 shares of its Common Stock for an aggregate price of $56.3 million, or $9.90 per share, 193,600 shares, cost basis of $1.9 million, of which were reissued in connection with the acquisition of Nations Title Inc. Additionally, as of December 31, 1996, the Company had repurchased $48.0 million in maturity amount of LYONs for an aggregate price of $17.6 million. The repurchase of the LYONs resulted in an extraordinary gain of $2.4 million which is net of related income taxes, unamortized debt issuance costs and amortized original issue discount, and is reflected in the 1994 Consolidated Statement of Earnings.
Title insurance companies, including underwriters, underwritten title companies and independent agents, are subject to extensive regulation under applicable state laws. Each insurance underwriter is usually subject to a holding company act in its state of domicile which regulates, among other matters, the ability to pay dividends and investment policies. The laws of most states in which the Company transacts business establish supervisory agencies with broad administrative powers relating to issuing and revoking licenses to transact business, regulating trade practices, licensing agents, approving policy forms, accounting principles, financial practices, establishing reserve and capital and surplus requirements, defining suitable investments for reserves, capital and surplus and approving rate schedules. The Company has analyzed its current Insurance Subsidiary structure and the regulatory environments of the various states of domicile of the Insurance Subsidiaries. Based on this analysis the Company has implemented a program to merge certain of its Insurance Subsidiaries, ultimately resulting in two Insurance Subsidiaries as opposed to the current eight. ATIC was merged into Fidelity Pennsylvania effective November 21, 1996 and Fidelity Title was redomesticated to California effective December 31, 1996.
The Department of Insurance of the State of Florida has completed the field portion of their triennial examination of ATIC, which was merged into Fidelity Pennsylvania as of November 21, 1996, as of and for the three-year period ended December 31, 1994. The Company has received a preliminary report of examination. The preliminary report, as forwarded to the Company by the Department of Insurance of the State of Florida, indicates that the examiners are proposing adjustments that materially impact the statutory capital and surplus of ATIC, ultimately Fidelity Pennsylvania. Certain of these adjustments have not been included in the 1996 Fidelity Pennsylvania Statutory Annual Statement as filed with insurance regulatory authorities as the Company does not agree with these findings and has requested support for the examination report. These same adjustments have not been considered in the calculation of dividend capability, statutory surplus and statutory income (loss) reported below.