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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 20, 2000
FIDELITY NATIONAL FINANCIAL, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9396 86-0498599
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
17911 Von Karman, Suite 300,
Irvine, California 92614
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(Address of Principal Executive Offices) (Zip Code)
(949) 622-5000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSAL OF ASSETS
On March 20, 2000, Fidelity National Financial, Inc., a Delaware
corporation ("Fidelity"), completed its acquisition of Chicago Title
Corporation, a Delaware corporation ("Chicago Title") pursuant to the Agreement
and Plan of Merger, dated as of August 1, 1999 and amended as of October 13,
1999 (the "Merger Agreement"), between Fidelity and Chicago Title. As provided
in the Merger Agreement, which was approved by the stockholders of Fidelity and
Chicago Title at special meetings of stockholders held on February 9, 2000 and
February 11, 2000, respectively, Chicago Title merged with and into Fidelity,
with Fidelity as the surviving corporation in the merger (the "Merger"). As a
result of and at the effective time of the Merger, each issued and outstanding
share of common stock, par value $1.00 per share, of Chicago Title was converted
into the right to receive merger consideration having a value of approximately
$49.29, consisting of cash or shares of common stock, par value $.0001 per
share, of Fidelity. Holders of shares of Chicago Title had the right, on or
prior to 5:00 p.m., eastern time, on March 20, 2000, the date on which the
effective time of the Merger occurred, to elect to receive their merger
consideration in the form of cash, or in the form of shares of Fidelity common
stock, or a combination of cash and Fidelity shares.
Pursuant to an Exchange Agent Agreement between Fidelity and Harris
Trust Company of New York, as exchange agent, Fidelity deposited cash in the
aggregate amount of $570,250,486 and an aggregate of 38,761,680 shares of
Fidelity common stock, for distribution to the former holders of common stock of
Chicago Title common stock on the basis of their respective elections and
subject to the proration provisions of the Merger Agreement. On Monday, March
27, 2000, Fidelity announced allocation information resulting from the Exchange
Agent's compilation of elections received from Chicago Title stockholders.
According to the Exchange Agent, the holders of 6,992,831 Chicago Title shares
elected to receive cash in the Merger, and the holders of 14,324,315 Chicago
Title shares elected to receive shares of Fidelity common stock in the Merger.
Accordingly, pursuant to the allocation and proration provisions of the Merger
Agreement, each former Chicago Title stockholder who elected to receive cash in
the Merger is entitled to receive cash in the amount of $49.2879 for each share
with respect to which a cash election, or no election, was made and each former
Chicago Title stockholder who elected to receive shares of Fidelity common stock
in the Merger is entitled to receive 2.7060 shares of Fidelity common stock and
cash in the amount of $13.6304 for each share with respect to which a stock
election is made, together with cash in lieu of any fractional shares of
Fidelity common stock otherwise issuable in respect thereof, at the rate of
$13.1771 per Fidelity share.
The cash portion of the merger consideration was provided by borrowings
made under Fidelity's new senior credit facility. On the closing date, Fidelity
incurred borrowings of $715 million, of which approximately $570 million was
deposited with the Exchange Agent to pay the cash portion of the merger
consideration to former stockholders of Chicago Title, and $145 million was used
to refinance certain existing indebtedness of Fidelity, FNF Capital, Inc., a
wholly-owned subsidiary of Fidelity, and Chicago Title and to pay transaction
expenses. The borrowings include $450 million aggregate principal amount of term
loans, $100 million aggregate principal amount of short-term revolving loans,
and $165 million aggregate principal amount of revolving loans.
The Merger will be treated as a reorganization pursuant to Section
368(a) of the Internal Revenue Code, as amended, and will be accounted under the
"purchase method" of accounting. The closing sale price of the Fidelity common
stock on the closing date, as reported by the New York Stock Exchange, was
$18.00.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired. The financial
statements of Chicago Title Corporation required to be filed by Item
7(a) of Form 8-K are not included herein, and will be filed by
amendment within 60 days after the due date of this Report.
(b) Pro forma financial statements. The pro forma financial statements
required to be filed by Item 7(b) of Form 8-K are not included
herein, and will be filed by amendment within 60 days after the due
date of this Report.
(c) Exhibits.
99.1 Press Release of Fidelity National Financial, Inc.,
announcing completion of merger with Chicago Title
Corporation, issued on March 20, 2000
99.2 Press Release of Fidelity National Financial, Inc.,
announcing merger consideration election information,
issued on March 27, 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.
FIDELITY NATIONAL FINANCIAL, INC.
Dated: April 4, 2000 By: /s/ M'Liss Jones Kane
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Name: M'Liss Jones Kane
Title: Senior Vice President
and Secretary
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EXHIBIT 99.1
IRVINE, Calif., March 20. -- Fidelity National Financial, Inc.
(NYSE:FNF), today announced that it has completed its acquisition of Chicago
Title Corporation, bringing together two of the top companies in the title
insurance and real estate services business to form the market leader. The
parent company will continue under the Fidelity National Financial, Inc. name
and each of the major title insurance subsidiaries now owned by Fidelity
National Financial -- Fidelity National Title, Chicago Title, Ticor Title,
Security Union Title and Alamo Title -- will continue to operate as independent
brands.
William P. Foley, II, Chairman and Chief Executive Officer of Fidelity
said, "This merger makes possible the fulfillment of our vision: to be the
industry leader, capable of providing superior customer service and equally
outstanding returns to shareholders. We have created the blueprint for being a
champion in the changing real estate services marketplace of the new
millennium."
Foley added, "Together, we outperform our competition in all facets of
our business: commercial real estate, residential loan origination and other
lender products. We will work vigorously to maintain and enhance our industry
leading position by combining two great organizations without losing the
qualities that made both companies great in the first place."
Patrick F. Stone, President and Chief Operating Officer stated, "This
merger is a culmination of our goal -- to build not only the top company in our
industry, but the model organization for our business. The complementary
strengths of Fidelity National and Chicago Title will create the unparalleled
leader in the real estate services industry."
Fidelity is now the largest title insurer and provider of real estate-
related products and services in the world, distinguished by an unsurpassed
distribution system comprising more than 1,000 offices and 7,000 agents, leading
market share in excess of 30 percent, geographic diversity, complementary
business mixes and the strongest financial position in the industry.
In 1999, pro forma revenue and net earnings on a combined basis were
$3.4 billion and $177 million, respectively, prior to cost savings, synergies,
the impact of goodwill and other one-time charges. At December 31, 1999, the
combined entity had total assets approaching $3 billion and net worth of
approximately $1 billion, prior to adjustments related to purchase accounting,
making it the largest and best capitalized company in the industry. The new
organization also has total cash and investments of approximately $2.0 billion.
The new company has a number one or number two market share position in
all but a handful of states. It is the market share leader in many of the
highest revenue states including California, Texas, New York and Illinois.
Joining the board of Fidelity are four former Chicago Title board
members: John J. Burns Jr., President and Chief Executive Officer of Alleghany
Corporation (New York), Chicago Title's parent company from 1985-1998; John F.
Farrell Jr., Chairman, Automatic Service Co.; Philip G. Heasley, Vice Chairman,
U.S. Bancorp; and Richard P. Toft, Chairman and Chief Executive Officer,
Alleghany Asset Management Inc.
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Headquartered in Irvine, California, Fidelity National Financial, Inc.
is the nation's leading title insurance and diversified real estate-related
services business. The company's title insurance underwriters --Fidelity
National Title, Chicago Title, Ticor Title, Security Union Title and Alamo Title
- -- together issue approximately 30 percent of all title insurance policies
nationally. The company provides title insurance in 49 states, the District of
Columbia, Puerto Rico, the U.S. Virgin Islands and Canada. In addition,
Fidelity, through its principal subsidiaries, performs other real estate-related
services such as escrow, appraisal services, 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.
Certain statements in this Press Release are forward-looking statements
concerning the benefits which Fidelity anticipates as a result of its
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.
More information about the company can be found on Fidelity's web site,
located at www.fnf.com. Information about Chicago Title's products and services
is available at www.ctt.com.
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EXHIBIT 99.2
IRVINE, Calif., March 27 -- Fidelity National Financial, Inc. (NYSE: FNF
- - news), today announced election information on its recently completed
acquisition of Chicago Title Corporation.
Each share of Chicago Title common stock for which a cash election was
properly made, or for which no election was made, now represents the right to
receive $49.2879 in cash. Each share of Chicago Title common stock for which a
stock election was properly made now represents the right to receive 2.7060
shares of Fidelity common stock (the Per Share Stock Amount of 3.7404 shares of
Fidelity common stock times a proration factor of .72345) plus $13.6304 in cash.
No fractional shares will be issued, any fractional interests will be settled in
cash at the rate of $13.1771 for each whole share of Fidelity common stock.
As previously announced, Fidelity is issuing an aggregate of 38,761,680
shares of common stock in the merger. There were 14,324,315 shares of Chicago
Title common stock tendered for Fidelity common stock of which 10,362,977 of
said shares were accepted to be paid in Fidelity common stock. There were
6,992,831 shares of Chicago Title common stock tendered for cash.
Headquartered in Irvine, California, Fidelity National Financial, Inc.
is the nation's leading title insurance and diversified real estate-related
services business. The Company's title insurance underwriters -- Fidelity
National Title, Chicago Title, Ticor Title, Security Union Title and Alamo Title
- -- together issue approximately 30 percent of all title insurance policies
nationally. The company provides title insurance in 49 states, the District of
Columbia, Guam, Mexico, Puerto Rico, the U.S. Virgin Islands and Canada. In
addition, Fidelity, through its principal subsidiaries, performs other real
estate-related services such as escrow, appraisal services, 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.
Certain statements in this Press Release are forward-looking statements
concerning the benefits which Fidelity anticipates as a result of its
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.
More information about the company can be found on Fidelity's web site,
located at www.fnf.com. Information about Chicago Title's products and services
is available at www.ctt.com.
