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Filed by Fidelity National Financial, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Chicago Title Company.
Registration File No.: 333-89163
PRESS RELEASE
FIDELITY NATIONAL FINANCIAL, INC. STOCKHOLDERS APPROVE MERGER OF FIDELITY WITH
CHICAGO TITLE CORPORATION
IRVINE, Calif., Feb. 9 /PRNewswire/ -- Fidelity National Financial, Inc. (NYSE:
FNF - news), headquartered in Irvine, California, today announced that its
stockholders overwhelmingly approved the merger of Chicago Title Corporation
into Fidelity. Chicago Title's stockholders meeting to approve the transaction
will take place on Friday, February 11, 2000 in Chicago, Illinois.
The transaction is subject to the completion of the regulatory approval process.
As previously announced, the Federal Trade Commission has approved the merger
and has published for public comment a proposed Consent Order. Fidelity has
obtained 17 of 20 required Form E pre merger consents from various State
Departments of Insurance and expects to receive the remaining three approvals
this week. Form E's are antitrust reviews conducted in states where Chicago
Title and Fidelity are licensed but not domiciled.
Form A approvals concerning the change of control of Chicago Title have been
received from the Missouri and Michigan Departments of Insurance. Form A's are
applications for prior approval of merger required in states where Chicago Title
and Fidelity are domiciled. The California and Oregon Departments of Insurance
are completing their review process. The merger is anticipated to close in the
first quarter of 2000.
William P. Foley, II Chairman and Chief Executive Officer of Fidelity, said, "We
are in the final stages of the merger and expect to close the transaction in the
first quarter. The management team and employees of both Fidelity and Chicago
are anticipating a smooth transition and our efforts will be dedicated to
building the five operating brands, Fidelity Title, Alamo Title, Chicago Title,
Ticor Title and Security Union through our approximately 1,000 office locations
across the country and our 7,000 agents nationwide."
Headquartered in Irvine, California, Fidelity National Financial, Inc. is one of
the largest national title insurance underwriters and also provides diversified
real estate services. The company does business in 49 states, the District of
Columbia, Puerto Rico and the U.S. Virgin Islands. Fidelity, through its
principal subsidiaries, issues title insurance policies and performs other
title-related services such as escrow, collection and trust activities, real
estate information and technology services, trustee's sale guarantees, credit
reporting, attorney services, flood certifications, real estate tax services,
reconveyances, recording, foreclosure publishing and posting services and
exchange intermediary services in connection with real estate transactions.
Chicago Title is a leading national real estate services company that provides a
full range of services for real estate transactions providing title insurance,
escrow, closing services, property valuation, credit reporting, flood
compliance, home warranty, default management and real estate information and
technology services. Chicago Title is the parent of Chicago Title and Trust
Company, Chicago Title Insurance Co., Ticor Title Insurance Co. and Security
Union Title Insurance Co. A comprehensive package of real estate services is
available through CastleLink(SM), which delivers title products as well as the
products of Chicago Title Flood Services, Inc., Chicago Title Credit Services
Inc., Chicago Title -- Market Intelligence, Chicago Title Field Services and
Consolidated Reconveyance.
Certain statements in this Press Release are forward-looking statements
concerning the benefits which Fidelity anticipates as a result of its proposed
acquisition of Chicago Title. Because such forward-looking statements involve
risks and uncertainties, there are important factors that could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements, including, without limitation, changes in general
economic conditions, either nationally or in the regions in which Fidelity and
Chicago Title operate; competitive pressures in the title insurance and other
title and real estate related services industries and legislative or regulatory
changes that adversely affect our operations, along with other factors discussed
in our filings with the Securities and Exchange Commission.
