Voting Results Will Tell Fate of US Facilities : Insurance: Shareholder tally is expected today on sale of Costa Mesa firm, the target of a hostile takeover by Fidelity National.

Investors in US Facilities Corp., the target of a $79-million hostile takeover attempt, will have to wait until today to find out if the insurance holding company is for sale.

Shareholders voted Wednesday on whether to endorse a resolution calling for the sale of the 14-year-old company, but independent auditors did not finish counting and verifying the votes until after business hours. So the company delayed releasing the results and said it would do so this morning.

The measure was sought by Fidelity National Financial Inc. in Irvine, which has waged a monthlong battle to obtain shareholder support for its proposal and for the election of two Fidelity nominees to the board of the Costa Mesa company.

On Tuesday, major shareholders were supporting the sale proposal, but the election of Fidelity’s nominees appeared to be close.

US Facilities already has a committee of outside directors exploring a possible sale, though it has not empowered the committee or the company’s investment banker, Morgan Stanley & Co. in New York, to enter any negotiations.

“Our ability to negotiate would be somewhat hamstrung” if the sale proposal were approved, said George Kadonada, chairman of US Facilities. He said that with two Fidelity nominees on the board, “there would be a perception that Fidelity has an advantage and other potential bidders will not come forward.”

But he acknowledged during the hourlong annual meeting that there aren’t many companies around that might want to take over US Facilities. Because the current market favors buyers, he said, the company might get a higher price if it waits a year or so to sell.

The annual meeting was generally anticlimactic. All the major shareholders and most of the smaller ones had already turned over their proxies--their rights to vote--either to management or to Fidelity.

Frank P. Willey, a Fidelity executive vice president, told shareholders at Wednesday’s annual meeting that his company’s offer “remains open and subject to negotiation.”

US Facilities specializes in reinsurance, which provides a layer of coverage over primary insurance. Its core business is medical stop-loss coverage, which provides self-insured employers with benefits after the employers pay a preset amount in claims.

The company’s steady earnings are attractive to Fidelity, the nation’s fifth-largest title insurer. As a real estate-related business, Fidelity sees its earnings fluctuate with the market. Its aim in diversifying is to level out its operational peaks and valleys.

On Wall Street, US Facilities’ stock closed at $13.5625 a share Wednesday, up 6.25 cents, in Nasdaq trading.