CHICAGO, Feb. 14 /PRNewswire/ -- Chicago Title Corporation (NYSE: CTZ)
announced that it has received a favorable ruling from the Internal Revenue
Service, which states that the proposed merger of Chicago Title with Fidelity
National Financial, Inc. (NYSE: FNF) will not adversely affect the prior
tax-free status of the spin-off of Chicago Title by Alleghany Corporation
(NYSE: Y). In June 1998, all of the common stock of Chicago Title was
distributed to Alleghany's stockholders in a tax-free spin-off, and the IRS
ruled at that time that the distribution would be tax free to Alleghany's
stockholders.
The IRS ruling also confirms that the tax-free status of the distribution
of Alleghany Asset Management, Inc. to Alleghany Corporation by a subsidiary
of Chicago Title in June 1998, would not be affected by the merger.
"This IRS ruling helps ensure the timely closing of our merger with
Fidelity. Subject to the expected receipt of the final state regulatory
approvals, we remain on track toward a March 1 closing," said John Rau,
president and chief executive officer of Chicago Title.
Alleghany received a tax ruling from the IRS in 1998 stating that the
spin-off of Chicago Title and the distribution of Alleghany Asset Management
would be tax-free to the distributing Chicago Title subsidiary, to Alleghany
and to Alleghany's stockholders. Today's IRS ruling confirms that the
proposed merger with Fidelity will not adversely affect the tax-free treatment
of either spin-off.
Prior to June 1998, Chicago Title was a subsidiary of Alleghany
Corporation. Chicago Title agreed with Alleghany not to undertake any actions
that might adversely affect the tax-free status of the spin-off.
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 4,100 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, 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 ( http://www.sec.gov ). Investors also
may obtain copies of the joint proxy statement/prospectus and Chicago Title
SEC filings for free from Chicago Title.
For more information on Chicago Title Corporation via fax, free of charge,
dial 1-800-PRO-INFO and enter the ticker "CTZ"
SOURCE Chicago Title Corporation
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Related links:
http://www.ctt.com
CONTACT:
Media, Stephen Flanagan, 312-223-2959, or
Analysts, Toshie Davis, 312-223-4788, both of Chicago Title
Corporation
NOTE TO EDITORS: For further information on Chicago Title's
products and services, visit the company's web site at
http://www.ctt.com
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