Fidelity Initiates Proxy Battle for US Facilities : Takeover: Title insurance firm offers the personal lawyer of Carl Karcher as a new director to win shareholder votes.


The personal lawyer for Carl’s Jr. founder Carl N. Karcher would become one of two new directors of US Facilities Corp. under a shareholder fight launched Tuesday by Fidelity National Financial Inc.

Fidelity said it would put Andrew F. Puzder, a Newport Beach lawyer, on the board of the Costa Mesa property and casualty insurer along with former Wall Street money manager Seymour Preston Jr. if enough shareholders at US Facilities agree.

Fidelity, the nation’s fifth-largest title insurance company, was cleared by federal regulators Tuesday to seek shareholders’ proxies, which are rights to vote their shares.

Fidelity Chairman William P. Foley II failed last week to get directors of US Facilities to approve a $79-million offer or to agree to put the issue before shareholders at its May 25 annual meeting. His company now seeks pledges from holders of half the US Facilities stock outstanding--including its own 9.25% stake.


In a so-called fight letter, a message included with proxy solicitations being mailed, Foley urges US Facilities shareholders to seek a sale or merger “to the highest bidder, regardless of whether the highest bidder is Fidelity or some other acquirer.”

If shareholders don’t put US Facilities on the block, Foley said, they will be stuck with “an under-performing company and an under-performing stock” that reflect “chronically lackluster performance.”

A spokeswoman for US Facilities said Tuesday that the company has sent its own letters to shareholders urging them not to respond to any solicitation until the board considers Fidelity’s offer at an as-yet unscheduled meeting and makes a recommendation.

Fidelity’s proxy solicitation seeks the approval of Puzder and Preston as directors at US Facilities and a shareholder resolution putting the company up for sale and approving measures for independent reviews of bids.


Puzder was instrumental last fall in persuading Foley to head a group of investors that helped Karcher out of serious financial problems and helped to bring him back to Carl Karcher Enterprises after he had been ousted as chairman.

Karcher now is CKE’s chairman emeritus. Foley, who now controls the largest single block of CKE stock, recently became its chairman.