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Filed by Chicago Title Corporation Pursuant
to Rule 425 under the Securities Act of 1933
Subject Company: Chicago Title Corporation.
Registration File No.: 333-89163
Contacts:
Media Analysts
Stephen Flanagan Toshie Davis
312/223-2959 312/223-4788
FOR IMMEDIATE RELEASE
CHICAGO TITLE RECEIVES FAVORABLE TAX RULING
REGARDING MERGER
CHICAGO - FEBRUARY 14, 2000 - CHICAGO TITLE CORPORATION (NYSE:CTZ) announced
that it has received a favorable ruling from the Internal Revenue Service, which
states that the proposed merger of Chicago Title with Fidelity National
Financial, Inc. (NYSE:FNF) will not adversely affect the prior tax-free status
of the spin-off of Chicago Title by Alleghany Corporation (NYSE:Y). In June
1998, all of the common stock of Chicago Title was distributed to Alleghany's
stockholders in a tax-free spin-off, and the IRS ruled at that time that the
distribution would be tax free to Alleghany's stockholders.
The IRS ruling also confirms that the tax-free status of the distribution of
Alleghany Asset Management, Inc. to Alleghany Corporation by a subsidiary of
Chicago Title in June 1998, would not be affected by the merger.
"This IRS ruling helps ensure the timely closing of our merger with Fidelity.
Subject to the expected receipt of the final state regulatory approvals, we
remain on track toward a March 1st closing," said John Rau, President and Chief
Executive Officer of Chicago Title.
Alleghany received a tax ruling from the IRS in 1998 stating that the spin-off
of Chicago Title and the distribution of Alleghany Asset Management would be tax
free to the distributing Chicago Title subsidiary, to Alleghany and to
Alleghany's stockholders. Today's IRS ruling confirms that the proposed merger
with Fidelity will not adversely affect the tax-free treatment of either
spin-off.
Prior to June 1998, Chicago Title was a subsidiary of Alleghany Corporation.
Chicago Title agreed with Alleghany not to undertake any actions that might
adversely affect the tax-free status of the spin-off.
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Chicago Title Corporation, through its subsidiaries, provides title insurance,
escrow and closing services as well as property valuation, credit information,
default management and flood compliance products through a network of more than
340 offices and approximately 4,100 agents nationwide. Chicago Title
Corporation's title insurance subsidiaries, Chicago Title Insurance Co., Ticor
Title Insurance Co. and Security Union Title Insurance Co., issue approximately
one in every five title insurance policies in the United States. Subsidiaries
furnishing other real estate-related products include Chicago Title Flood
Services Inc., Chicago Title Credit Services Inc., Chicago Title-Market
Intelligence Inc. and Chicago Title Field Services Inc.
The statements made in this press release contain certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Act of 1934 that involve a number of uncertainties
and risks that could significantly affect current plans and anticipated actions
and Chicago Title's future financial condition and results. In addition to the
matters described in this press release, risk factors listed from time to time
in Chicago Title's reports and filings with the Securities and Exchange
Commission may affect the results achieved by Chicago Title.
Investors are urged to read the Registration Statement on Form S-4 filed by
Fidelity, which relates to the shares of Fidelity common stock to be issued in
the merger and includes the joint proxy statement/prospectus of the parties in
respect of the merger. The Registration Statement (and other filings of the
parties incorporated by reference therein) are available for free at the
Securities and Exchange Commission's web site (www.sec.gov). Investors also may
obtain copies of the joint proxy statement/prospectus and Chicago Title SEC
filings for free from Chicago Title.
Editor's Note: For further information on Chicago Title's products and services,
visit the company's web site at http://www.ctt.com.
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