UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
CAPITAL TITLE GROUP, INC.
-------------------------
(Name of Issuer)
Common Stock, $.001 par value
-----------------------------
(Title of Class of Securities)
140919 10 1
-----------
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13G
- --------------------- -----------------
CUSIP NO. 140919 10 1 PAGE 2 OF 8 PAGES
- --------------------- -----------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John M. Redfield, Jr. and Linda N. Redfield, as Trustee under a
Revocable Declaration of Trust dated October 29, 1982
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
N/A (b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
John M. Redfield, Jr. and Linda N. Redfield, are residents of the United
States (the Trust was formed under the laws of the State of Arizona)
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
600,490
NUMBER OF ------------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 600,490
PERSON ------------------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,490
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N/A
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%, based upon 10,316,029 shares outstanding at 12/31/96.
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1(A) NAME OF ISSUER:
Capital Title Group, Inc.
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4808 North 22nd Street
Phoenix, Arizona 85016
ITEM 2(A) NAME OF PERSON FILING:
John M. Redfield, Jr. and Linda N. Redfield, as Trustees under a
Revocable Declaration of Trust dated October 29, 1982
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business address of the persons filing this Schedule
13G is c/o Capital Title Group, Inc., 4808 North 22nd Street,
Phoenix, Arizona 85016
ITEM 2(C) CITIZENSHIP:
The Trust was formed under the laws of the State of Arizona; John
and Linda Redfield are residents of the United States.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock, $.001 par value
ITEM 2(E) CUSIP NUMBER:
140919 10 1
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in Section 3(a)(6) of the Act
(c) / / Insurance Company as defined in Section 3(a)(19) of the Act
(d) / / Investment Company registered under Section 8 of the
Investment Company Act
(e) / / Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see ss.240.13d-1(b)(1)(ii)(F)
Page 3 of 5 Pages
<PAGE>
(g) / / Parent Holding Company, in accordance with s.240.13d-1(b)(1)
(ii)(G) (NOTE: See Item 7)
(h)/ / Group, in accordance with ss.240.13d-1(b)(1)(ii)(H)
Not applicable.
ITEM 4. OWNERSHIP.
(A) AMOUNT BENEFICIALLY OWNED:
John M. Redfield, Jr. and Linda N. Redfield, as Trustees under a
Revocable Declaration of Trust dated October 29, 1982 is the
beneficial owner of 600,490 shares of Common Stock of the Company.
Such amount does not include options to purchase 40,000 shares of
Common Stock granted on September 1, 1996 pursuant to the Company's
1996 Stock Option Plan. Such options are exercisable: 50% two years
from the date of grant and the remaining 50% three years from the
date of grant.
(B) PERCENT OF CLASS:
5.8%
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or direct the vote: 600,490
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or direct the disposition of: 600,490
(iv) shared power to dispose or direct the disposition of: 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following / /.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
Page 4 of 5 Pages
<PAGE>
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: February 12, 1997 /s/ John M. Redfield, Jr
--------------------------------------
JOHN M. REDFIELD, JR, AS TRUSTEE
Dated: February 12, 1997 /s/ Linda N. Redfield
--------------------------------------
LINDA N. REDFIELD, AS TRUSTEE
UNDER A REVOCABLE DECLARATION OF TRUST
DATED OCTOBER 29, 1982
Page 5 of 5 Pages
