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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 11, 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 5. Other Events.
On January 11, 2000, Fidelity National Financial, Inc. ("Fidelity") and
Chicago Title Corporation ("Chicago Title") issued a press release confirming
that the U.S. Federal Trade Commission had completed its review of and published
for public comment a consent order for the merger of Fidelity and Chicago Title.
A copy of such press release is attached hereto as Exhibit 99 and by this
reference made a part hereof.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99 Joint Press Release of Fidelity National Financial,
Inc. and Chicago Title Corporation dated January 11,
2000.
2
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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: January 26, 2000 By: M'LISS JONES KANE
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Name: M'Liss Jones Kane
Title: Senior Vice President
Corporate Counsel
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibits Description
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<C> <S>
99 Joint Press Release of Fidelity National Financial,
Inc. and Chicago Title Corporation dated January 11,
2000.
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EXHIBIT 99
Contacts: Frank P. Willey
President
or
Alan Stinson
Executive Vice President
Chief Financial Officer
(805) 563-1566
FOR IMMEDIATE RELEASE
FIDELITY NATIONAL FINANCIAL, INC. AND CHICAGO TITLE CORPORATION
CONFIRM FEDERAL TRADE COMMISSION APPROVAL OF MERGER
Irvine, Calif., January 11, 2000 - Fidelity National Financial, Inc.
(NYSE:FNF), headquartered in Irvine and Chicago Title Corporation (NYSE:CTZ),
headquartered in Chicago, today confirmed that the U.S. Federal Trade Commission
(FTC) completed its review of their proposed merger and is publishing for public
comment a proposed Consent Order.
Fidelity and Chicago Title worked diligently with the FTC to provide
data and information to facilitate the FTC's review of the merger. The proposed
Consent Order is revenue neutral and will require the merged Company to divest
title plants (or copies of title plants) in five California counties and the
divestiture of interest in or relinquishment of voting rights of either Fidelity
or Chicago in a joint California title plant in an additional county. The
divestitures will take place within four months from the signing of the consent
agreement. All the title plants subject to the Consent Order are located in
rural Northern California counties. The Consent Order will not inhibit
Fidelity's or Chicago Title's ability to conduct fully competitive title
operations in these six counties. Title plants are privately-owned collections
of real estate title information obtained from public records that can be used
to conduct title searches or otherwise determine the ownership of real estate
and other property.
"The combination of Fidelity and Chicago Title will create the largest
title insurer in the United States," said William P. Foley, II, Chairman and
Chief Executive Officer of Fidelity. "Following the closing of the transaction,
as previously announced we intend to maintain the five operating brands,
Fidelity Title, Alamo Title, Chicago Title, Ticor
-more-
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FIDELITY NATIONAL FINANCIAL, INC. AND CHICAGO TITLE CORPORATION CONFIRM FEDERAL
TRADE COMMISSION APPROVAL OF MERGER
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Title and Security Union and run the operations separately. The post-merger
organization will focus on maintaining stylistic differences and promoting the
unique strengths of each brand while building reliability, credibility and
inspiring trust among our expanded customer base. This will allow Chicago Title
employees and customers to enjoy the enhanced benefits and opportunities of
being a part of a market leader, without losing any of the qualities that make
Chicago Title such a successful company," he continued.
Frank P. Willey, President of Fidelity, stated, "The transaction is
subject to approval by the stockholders of Chicago Title and Fidelity, requisite
regulatory authorities and other customary conditions and is expected to be
completed in the first quarter of 2000. The surviving parent, which will have
the Fidelity National Financial name, will be distinguished by its approximately
1,000 office locations across the country and a gross revenue base of more than
$3.2 billion based on 1998 data. This transaction more than doubles the size of
Fidelity and puts it at the forefront of the title insurance industry. Based on
1998 combined title revenues, Fidelity National Financial will be the largest
title insurance organization in the world."
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 polices and performs other
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
-more-
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FIDELITY NATIONAL FINANCIAL, INC. AND CHICAGO TITLE CORPORATION CONFIRM FEDERAL
TRADE COMMISSION APPROVAL OF MERGER
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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.
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