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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 16, 2000
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Chicago Title Corporation
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-13995 36-4217886
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(Commission File Number) (IRS Employer Identification Number)
171 North Clark Street
Chicago, Illinois 60601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (888) 431-4288
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Item 5. Other Events.
On March 16, 2000, Chicago Title Corporation issued the press release
attached hereto as Exhibit 99 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following exhibits accompany this Report:
Exhibit Number Exhibit Description
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99 Chicago Title Corporation press
release dated March 16, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHICAGO TITLE CORPORATION
Date: March 16, 2000 By: /s/ Paul T. Sands, Jr.
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Paul T. Sands, Jr.
Executive Vice President,
General Counsel and Secretary
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Index to Exhibits
Exhibit Number Exhibit Description
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99 Chicago Title Corporation press release dated March 16,
2000.
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EXHIBIT 99
CONTACT:
MEDIA ANALYSTS
BILL SCOTT TOSHIE DAVIS
312-223-5030 312-223-4788
FOR IMMEDIATE RELEASE
CHICAGO TITLE CORPORATION APPROVES MERGER CONSIDERATION AND
DECLARES SECOND QUARTER DIVIDEND
CHICAGO, IL, MARCH 16, 2000 -- Chicago Title Corporation (NYSE: CTZ) today
announced that the merger of Chicago Title with and into Fidelity National
Financial, Inc. will take place on March 20, 2000. Based upon the average price
of Fidelity common stock during the 30-trading day period which ended today
($13.1771), Fidelity has elected to pay the reduced amount of additional merger
consideration, and Chicago Title has determined to proceed with the merger.
Thus, in accordance with the terms of the merger agreement, the final amount of
merger consideration will consist of a $26.00 cash portion and 1.7673 shares of
Fidelity common stock per share of Chicago Title common stock. Based upon the
$13.1771 average price of Fidelity common stock during the 30-trading day period
which ended today, the value of the merger consideration is approximately $49.29
per share of Chicago Title common stock. Based upon today's last reported sale
price of Fidelity common stock on the New York Stock Exchange Composite
Transactions Tape ($16.5625), the value of the merger consideration is
approximately $55.27 per share of Chicago Title common stock.
The allocation of the merger consideration between cash and shares of Fidelity
common stock is subject to possible adjustment relating to tax considerations
and illustrates only the general allocation of the merger consideration on a per
share basis; it does not reflect the actual allocation between cash and shares
of Fidelity common stock that will be received by any individual stockholder.
The allocation between cash and shares of Fidelity common stock to be received
by each Chicago Title stockholder will depend upon such stockholder's election
regarding the form of merger consideration to be received in the merger and upon
the elections made by all other stockholders. The value of the merger
consideration actually received by any Chicago Title stockholder will depend
upon the portion of the merger consideration received in cash, the portion of
the merger consideration received in shares of Fidelity common stock, and the
value of shares of Fidelity common stock on the date of receipt of the merger
consideration. Chicago Title stockholders must deliver their completed election
forms to Harris Trust and Savings Bank, the exchange agent, by 5:00 p.m., New
York City time, on March 20, 2000, in order for their elections to be valid.
Election forms should be completed and
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delivered in accordance with the instructions set forth in such form. Chicago
Title stockholders may call either Harris Trust and Savings Bank at (800)
245-7630, or Georgeson Shareholder Communications, Inc., the information agent
for the merger, at (800) 223-2064, with any questions about the election form,
making an election, or changing an election previously made.
Also today, the board of directors of Chicago Title declared a second quarter
dividend on its common stock of $0.36 per share prorated, in light of the
pending merger with Fidelity, by multiplying the $0.36 by a fraction, the
numerator of which is the number of days which have elapsed from March 1, 2000
through the date of the merger, and the denominator of which is 90. If the
closing of the merger takes place on March 20 as scheduled, the dividend would
be $0.08 per share. This dividend will be payable in cash on March 31, 2000 to
stockholders of record at the close of business on March 17, 2000.
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 4,300 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 Exchange 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.
Note: For further information on Chicago Title's products and services, visit
the company's web site at http://www.ctt.com.
For more information on Chicago Title Corporation via fax, free of charge, dial
1-800-PRO-INFO and enter the ticker "CTZ"
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