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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Chicago Title Corporation
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(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
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(Title of Class of Securities)
168228 10 4
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(CUSIP Number)
Allan P. Kirby, Jr.
14 East Main Street
P.O. Box 90
Mendham, New Jersey 07945-0090
(973) 543-2200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 17, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
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SCHEDULE 13D
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CUSIP NO. 168228 10 4
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allan P. Kirby, Jr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF
SHARES 1,661,507**
BENEFICIALLY ----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ----------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,661,507**
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,661,507**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
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14 TYPE OF REPORTING PERSON*
IN
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* See instructions before filling out!
** Includes 104,919 shares held by a child of Mr. Kirby, as to which Mr.
Kirby holds an irrevocable power of attorney; Mr. Kirby disclaims
beneficial ownership of such shares.
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Item 1. Security and Issuer.
This statement relates to the common stock, par value of $1.00 per
share (the "Common Stock"), of Chicago Title Corporation, a Delaware corporation
("Chicago Title"), having its principal executive offices at 171 North Clark
Street, Chicago, Illinois 60601-3294.
Item 2. Identity and Background.
(a) through (c).
Pursuant to Section 13(d)(1) of the Securities Exchange Act of 1934, as
amended (the "Act"), and pursuant to Rules 13d-1 and 13d-5 promulgated
thereunder, this statement is being filed on behalf of Mr. Allan P. Kirby, Jr.
("Mr. Kirby"):
Name and Business Address Present Principal Occupation
Allan P. Kirby, Jr. President, Liberty Square, Inc. (investments)
14 East Main Street 14 East Main Street
P.O. Box 90 P.O. Box 90
Mendham, New Jersey 07945 Mendham, New Jersey 07945;
Management of family and personal affairs
(d) During the last five years Mr. Kirby has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years Mr. Kirby has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. Kirby is a citizen of the United States of America.
Item 3. Source and Amount of Funds or other Consideration.
The shares of Common Stock of Chicago Title reported herein as
beneficially owned by Mr. Kirby were acquired on June 17-18, 1998 in connection
with a spin-off of all of the shares of Common Stock of Chicago Title owned by
Alleghany Corporation ("Alleghany") to stockholders of Alleghany (the
"Spin-Off") and upon the award of shares of restricted stock to non-employee
directors.
Item 4. Purpose of Transaction.
Mr. Kirby in his capacity as a stockholder of Chicago Title has no
present plans or proposals which relate to or would result in any of the
following:
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(a) The acquisition of additional securities or the disposition of
securities of Chicago Title;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Chicago Title or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of Chicago Title
or of any of its subsidiaries;
(d) Any change in the present board of directors or management of
Chicago Title, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board of directors;
(e) Any material change in the present capitalization or dividend
policy of Chicago Title;
(f) Any other material change in Chicago Title's business or corporate
structure;
(g) Changes in Chicago Title's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Chicago Title by any person;
(h) Causing a class of securities of Chicago Title to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of Chicago Title becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
In view of the fact that Mr. Kirby is a member of the Board of
Directors of Chicago Title and a member of its Audit and Compensation
Committees, it is expected that he will confer from time to time with other
directors and with officers of Chicago Title as to matters relating to Chicago
Title and its business which may include any of the corporate actions set forth
above and that he may from time to time take or recommend such actions as he may
deem desirable, including possibly any of such corporate actions.
In addition, as a principal stockholder of Chicago Title, Mr. Kirby
reserves the right to take or recommend such actions as he may consider
desirable, including possibly any of the corporate actions set forth above.
Moreover, he intends to review from time to time his holdings of Chicago Title
securities and reserves the right to acquire or dispose of Chicago Title
securities, whether through open market purchases or otherwise.
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Item 5. Interest in Securities of the Issuer.
(a) As of June 18, 1998, Mr. Kirby beneficially owned 1,661,507 shares,
or approximately 7.6 percent of the outstanding shares, of the Common Stock of
Chicago Title. Such amount consists of 639,623 shares held directly by Mr. Kirby
(which includes 1,000 shares granted to him as a restricted stock award under
the Chicago Title Corporation 1998 Long-Term Incentive Plan, which shares of
restricted stock will vest on June 18, 2001); 104,919 shares owned by a child of
Mr. Kirby as to which Mr. Kirby holds an irrevocable power of attorney; and
916,965 shares held by a trust of which Mr. Kirby is co-trustee and beneficiary.
Mr. Kirby disclaims beneficial ownership of the Common Stock of Chicago Title
held by his child. The percentage amount set forth above is based upon the
number of shares of Chicago Title Common Stock issued and outstanding as of June
17, 1998, as described in Chicago Title's Registration Statement on Form 10/A,
Amendment No. 3, General Form for Registration of Securities pursuant to Section
12(b) or (g) of the Act.
(b) Mr. Kirby has sole power to vote or direct the vote and sole power
to dispose or direct the disposition of all of the foregoing shares of Chicago
Title Common Stock.
(c) Except as indicated in Item 3, Mr. Kirby has not effected any
transactions in Chicago Title Common Stock in the 60-day period ended as of the
date hereof.
(d) To the best knowledge of Mr. Kirby, except as indicated in Items
5(a) and 5(b), no other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
Chicago Title Common Stock reported herein as beneficially owned by Mr. Kirby.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
See the response to Items 5(a) and (b) above.
Item 7. Materials to be Filed as Exhibits.
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: June 22, 1998
/s/ Allan P. Kirby, Jr.
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Allan P. Kirby, Jr.
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