<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Chicago Title Corporation
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
168228 10 4
- -------------------------------------------------------------------------------
(CUSIP Number)
Allan P. Kirby, Jr.
14 East Main Street
P.O. Box 90
Mendham, New Jersey 07945-0090
(973) 543-2200
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 1, 1999
--------------------------------------------------
(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
/ /.
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 168228 10 4
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allan P. Kirby, Jr.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,558,870
OWNED BY ------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,558,870
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,558,870
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
* See instructions before filling out!
-2-
<PAGE> 3
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"). This statement amends the Schedule 13D Statement of Mr. Allan
P. Kirby, Jr. ("Mr. Kirby") dated June 22, 1998 by supplementing Items 4 and 6
and amending and restating in their entirety Items 5(a), 5(c) and 7 as follows:
Item 4. Purpose of Transaction.
On August 1, 1999, Mr. Kirby executed a letter agreement regarding
the voting of certain shares of Common Stock of Chicago Title, as described in
Item 6 below.
Item 5. Interest in Securities of the Issuer.
(a) As of September 1, 1999, Mr. Kirby beneficially owned
1,558,870 shares, or approximately 7.1 percent of the outstanding shares, of the
Common Stock of Chicago Title. Such amount consists of 639,905 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;
provided that all restrictions applicable to such shares will lapse immediately
prior to the merger (the "Merger") contemplated by the Merger Agreement
described in Item 6 below); 916,965 shares held by a trust of which Mr. Kirby is
co-trustee and beneficiary; and 2,000 shares which may be acquired by Mr. Kirby
upon exercise of options granted to him under the Chicago Title Corporation
Directors' Stock Option Plan, of which Mr. Kirby is entitled to acquire 333.33
shares under the currently exercisable portions of such stock options (but upon
the Merger all such options will be converted into options to acquire shares of
Fidelity National Financial, Inc., a Delaware corporation ("Fidelity"), and such
Fidelity options shall be vested and exercisable immediately). The percentage
amount set forth above is based upon the number of shares of Chicago Title
Common Stock issued and outstanding as of July 31, 1999, as described in Chicago
Title's Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1999.
(c) On August 1, 1999, Mr. Kirby executed a letter agreement
regarding the voting of certain shares of Common Stock of Chicago Title, as
described in Item 6 below. On September 1, 1999, Mr. Kirby relinquished an
irrevocable power of attorney that he held with respect to 104,919 shares of
Common Stock of Chicago Title owned by one of his children.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
As a non-employee director of Chicago Title, Mr. Kirby
participates in the Chicago Title Corporation Directors' Stock Option Plan and
is entitled to receive on the day following each annual meeting of stockholders
of Chicago Title an option to purchase 1,000 shares of Chicago Title (subject to
antidilution adjustments), with respect to which he enters into a stock option
agreement with Chicago Title.
-3-
<PAGE> 4
On August 1, 1999, Mr. Kirby executed a letter agreement (the
"Letter Agreement") pursuant to which he agreed, for a period ending upon the
earlier of the consummation of the transactions contemplated by the Agreement
and Plan of Merger (the "Merger Agreement") dated as of August 1, 1999 by and
between Fidelity and Chicago Title or the termination of the Merger Agreement,
to vote all shares of Common Stock of Chicago Title over which he exercises
voting power in a non-fiduciary capacity at the meeting of the stockholders of
Chicago Title called by Chicago Title for the purpose of seeking approval
and adoption of the Merger Agreement and the transactions contemplated thereby,
in favor of such approval and adoption, with the exception of those shares for
which he held a power of attorney which by mutual agreement are voted by the
beneficial owner. The Letter Agreement provides that it shall terminate, and be
of no further force and effect, in the event that the Merger Agreement is
amended so that the terms thereof, in Mr. Kirby's reasonable judgment, are less
favorable to the stockholders of Chicago Title. The foregoing description of the
Letter Agreement is qualified in its entirety by reference to the full text of
such document, which is filed as an exhibit hereto and incorporated herein by
reference. The Merger Agreement was filed as an exhibit to Chicago Title's
Current Report on Form 8-K dated August 4, 1999.
Item 7. Materials to be Filed as Exhibits.
The document listed hereunder is filed as an exhibit hereto.
Exhibit Number Description of Exhibit
- -------------- ----------------------
1 Letter Agreement dated August 1, 1999 between Allan P.
Kirby, Jr. and Fidelity National Financial, Inc.
-4-
<PAGE> 5
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: September 14, 1999
/s/ Allan P. Kirby, Jr.
-----------------------
Allan P. Kirby, Jr.
-5-
<PAGE> 6
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
<S> <C>
1 Letter Agreement dated August 1, 1999 between
Allan P. Kirby, Jr. and Fidelity National Financial, Inc.
</TABLE>
<PAGE> 1
Exhibit 1
Conformed Copy
ALLAN P. KIRBY
14 EAST MAIN STREET
P.O. BOX 90
MENDHAM, N.J. 07945
August 1, 1999
Fidelity National Financial, Inc.
17911 Von Karman Avenue, Suite 300
Irvine, California 92614
Gentlemen:
Reference is made to the Agreement and Plan of Merger (the "Merger
Agreement") dated as of August 1, 1999, by and between Fidelity National
Financial, Inc., a Delaware corporation ("Fidelity"), and Chicago Title
Corporation, a Delaware corporation (the "Company").
As an inducement to Fidelity to enter into the Merger Agreement, the
undersigned stockholder of the Company hereby agrees, for a period ending upon
the earlier of the consummation of the transactions contemplated by the Merger
Agreement or the termination of the Merger Agreement, to vote all shares of
common stock, par value $1.00 per share, of the Company over which he exercises
voting power in a non-fiduciary capacity at the meeting of the stockholders of
the Company called by the Company for the purpose of seeking approval and
adoption of the Merger Agreement and the transactions contemplated thereby, in
favor of such approval and adoption, with the exception of those shares for
which I hold a power of attorney which by mutual agreement are voted by the
beneficial owner.
This letter agreement shall terminate, and be of no further force and effect,
in the event that the Merger Agreement is amended so that the terms thereof, in
the undersigned's reasonable judgment, are less favorable to the stockholders of
the Company.
Very truly yours,
/s/ Allan P. Kirby, Jr.
Allan P. Kirby, Jr.
