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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): February 11, 2000
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 February 11, 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 February 11, 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: February 11, 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 February 11, 2000.
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EXHIBIT 99
CONTACT:
MEDIA ANALYSTS
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BARBARA HARMS TOSHIE DAVIS
312-223-2461 312-223-4788
FOR IMMEDIATE RELEASE
CHICAGO TITLE CORPORATION STOCKHOLDERS APPROVE MERGER
WITH FIDELITY NATIONAL FINANCIAL, INC.
CHICAGO, IL., FEBRUARY 11, 2000--Chicago Title Corporation (NYSE: CTZ) today
announced that its stockholders approved the proposed merger of Chicago Title
with Fidelity National Financial, Inc. (NYSE: FNF) at a special meeting of its
stockholders held today. Fidelity's stockholders approved the merger on February
9, 2000.
John Rau, Chicago Title's president and chief executive officer, stated, "We are
pleased that our shareholders have confirmed the many benefits of the merger of
Chicago Title with Fidelity. This represents an important step in moving the
transaction to completion." Stockholders were previously advised, in forms they
received for their election of consideration to be received in the merger, that
completion of the merger was expected to occur on or about, but no earlier than,
February 28, 2000. The parties now anticipate that the merger will be completed
on March 1, 2000, subject to the receipt of all necessary regulatory approvals
and the satisfaction of other conditions.
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 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,
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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.
