UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
CAPITAL TITLE GROUP, INC.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
140919 10 1
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(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).
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SCHEDULE 13G
CUSIP NO. 140919 10 1 PAGE 2 OF 7 PAGES
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Miller Capital Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
N/A (b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Arizona
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5 SOLE VOTING POWER
510,000
NUMBER OF ---------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 510,000
PERSON ---------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
510,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5%, based upon 11,231,029 shares outstanding at 12/31/97.
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13G
CUSIP NO. 140919 10 1 PAGE 3 OF 7 PAGES
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
RUDY R. MILLER
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
N/A (b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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5 SOLE VOTING POWER
690,500
NUMBER OF ---------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 690,500
PERSON ---------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
0
---------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,500
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%, based upon 11,231,029 shares outstanding at 12/31/97.
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12 TYPE OF REPORTING PERSON*
IN
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*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:
14555 North Scottsdale Road, Suite 320
Scottsdale, Arizona 85254
ITEM 2(a) NAME OF PERSON FILING:
The persons filing this Amendment No.1 to Schedule 13G are:*
(1) Miller Capital Corporation
(2) Rudy R. Miller
* A Joint Filing Agreement between the persons specified above in
this Schedule 13G was filed on February 13, 1997.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business address of the persons filing this
Schedule 13G is 4909 East McDowell Road, Suite 100, Phoenix,
Arizona 85008.
ITEM 2(c) CITIZENSHIP:
Miller Capital Corporation was formed under the laws of the State
of Arizona. Mr. Miller is a citizen of the United States.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $.001 per 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
Page 4 of 7 Pages
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(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)
(g) [ ] Parent Holding Company, in accordance with ss.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 applicaable.
ITEM 4. OWNERSHIP.
If the percent of the class owned, as of December 31 of the year covered by
the statement, or as of the last day of any month described in Rule 13d-1(b)(2),
if applicable, exceeds five percent, provide the following information as of
that date and identify those shares which there is a right to acquire.
(a) AMOUNT BENEFICIALLY OWNED:
Mr. Miller is the beneficial owner of the aggregate 690,500
shares of Common Stock of the Company. Of this amount 510,000
shares are held by Miller Capital Corporation of which Mr.
Miller is the President and sole shareholder, 165,500 shares
are held by Rudy R. Miller an individual and 15,000 shares are
held by Mr. Miller's daughter.
(b) PERCENT OF CLASS:
The 690,500 shares reported as beneficially owned by Mr.
Miller are equal to 6.1% of the issued and outstanding shares
of Common Stock of the Company on December 31, 1997. The
510,000 shares beneficially owned by Miller Capital
Corporation are equal to 4.54% of such issued and outstanding
shares.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(1) Miller Capital Corporation:
(i) sole power to vote or to direct the vote: 510,000
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 510,000
(iv) shared power to dispose or to direct the disposition of: 0
(2) Rudy R. Miller:
(i) sole power to vote or to direct the vote: 690,500
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 690,500
(iv) shared power to dispose or to direct the disposition of: 0
Page 5 of 7 Pages
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INSTRUCTION: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).
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.
INSTRUCTION: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any 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, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this Schedule pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this Schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this Schedule pursuant to Rule 13d-1(b)(ii)(H),
so indicate under Item 3(h) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this Schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Not applicable.
Page 6 of 7 Pages
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ITEM 10. CERTIFICATION
The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
Not applicable.
SIGNATURE
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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.
MILLER CAPITAL CORPORATION
Dated: February 11, 1998 By: /s/ Rudy R. Miller
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Rudy R. Miller, Chairman and CEO
Dated: February 11, 1998 By: /s/ Rudy R. Miller
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Rudy R. Miller
Page 7 of 7 Pages
