<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
Chicago Title Corporation
-------------------------
(Name of Issuer)
Common Stock, $1.00 par value
-----------------------------
(Title of Class of Securities)
168228104
---------
(CUSIP Number)
July 31, 1998
-------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 on 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>
- --------------------------------
CUSIP No. 896106101 13G
- --------------------------------
- ---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louis M. Bacon
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
None
------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,203,500
OWNED BY
EACH ------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON None
WITH
------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,203,500
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,203,500
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN, IA
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
2
<PAGE>
Item 1(a): Name of Issuer:
- --------- --------------
Chicago Title Corporation (the "Company").
Item 1(b): Address of Issuer's Principal Executive
- ---------- Offices:
---------------------------------------
171 North Clark Street
Chicago, Illinois 60601
Items 2(a): Name of Person Filing:
- ---------- ---------------------
Louis M. Bacon ("Mr. Bacon")
The statement is being filed by Mr. Bacon, in
his capacity as (1) Chairman and Chief
Executive Officer, director and controlling
shareholder of Moore Capital Management,
Inc., a Connecticut corporation ("MCM"), and
(2) Chairman and Chief Executive Officer,
director and majority interest holder in
Moore Capital Advisors, LLC ("MCA").
MCM, a registered commodity trading advisor
and member of the National Futures
Association, serves as discretionary
investment manager to Moore Global
Investments, Ltd. ("MGI"), a non-U.S.
investment company incorporated in the
Bahamas, and other investment funds. MCA, a
registered commodity trading advisor and
commodity pool operator, serves as general
partner and discretionary investment manager
to a U.S. partnership, Remington Investment
Strategies, L.P. ("RIS"). The principal
occupation of Mr. Bacon is the direction of
the investment activities of MCM and MCA,
carried out in his capacity of Chairman and
Chief Executive Officer of such entities. In
this capacity, Mr. Bacon may be deemed to be
the beneficial owner of the shares of Common
Stock (as defined) which are the subject of
this statement held for the account of MGI
and for the account of RIS.
Item 2(b): Address of Principal Business Office:
- --------- ------------------------------------
1251 Avenue of the Americas
New York, New York 10020
Item 2(c): Citizenship:
- --------- -----------
United States citizen
3
<PAGE>
Item 2(d): Title of Class of Securities:
- --------- ----------------------------
Common stock, par value $1.00 per share (the
"Common Stock"), of the Company
Item 2(e): CUSIP Number:
- --------- ------------
168228104
Item 3: If this statement is filed pursuant to
- ------- ss.ss. 240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person is filing as a:
----------------------------------------
(a)[ ] Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o).
(b)[ ] Bank as defined in section 3(a)(6) of
the Act (15 U.S.C. 78c).
(c)[ ] Insurance company as defined in
section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d)[ ] Investment company registered under
section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8).
(e)[ ] An investment adviser in accordance
with ss. 240.13d-1(b)(1)(ii)(E).
(f)[ ] An employee benefit plan or endowment
fund in accordance with SEC. 240.13d-
1(b)(1)(ii)(F).
(g)[ ] A parent holding company or control
person in accordance with SEC. 240.
13d-1(b)(1)(ii)(G).
(h)[ ] A savings association as defined in
Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
(i)[ ] A church plan that is excluded from
the definition of an investment
company under section 3(c)(14) of the
Investment Company Act of 1940 (15
U.S.C. 80a-3).
(j)[ ] Group, in accordance with SEC. 240.
13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to SEC.
240.13d-1(c), check this box [X].
4
<PAGE>
Items 4(a)-(c): Ownership:
- -------------- ---------
On the date of this Statement, Mr. Bacon is
deemed to have beneficial ownership for
purposes of Section 13(d) of the Securities
Exchange Act of 1934 of 1,203,500 shares of
Common Stock by virtue of his control of MCM
and MCA. Such shares represent 5.5% of the
issued and outstanding shares of Common
Stock. By virtue of his control of MCM and
MCA, Mr. Bacon is deemed to share voting
power and dispositive power over the shares
of Common Stock held by MGI and RIS.
The percentages used herein are calculated
based upon the 21,896,617 shares of Common
Stock stated to be issued and outstanding as
of April 28, 1998, as described in the
Company's Registration Statement on Form
10/A, Amendment No. 3, General Form for
Registration (File No. 001-13995), filed on
May 26, 1998.
Item 5: Ownership of Five Percent or Less of a Class:
- ------ --------------------------------------------
Not Applicable.
Item 6: Ownership of More than Five Percent on Behalf
- ------- of Another Person:
---------------------------------------------
Mr. Bacon, by virtue of his control of MCM
and MCA, is known to have the right to
receive or the power to direct the receipt of
dividends from, or the proceeds of the sale
of, shares of Common Stock, except that
shareholders of MGI and partners of RIS have
the right to participate in the receipt of
dividends from, or proceeds upon the sale of,
the shares of Common Stock held for their
respective accounts.
Item 7: Identification and Classification of the
- ------- Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
------------------------------------------
Not Applicable.
Item 8: Identification and Classification of
- ------- Members of the Group:
------------------------------------
Not Applicable.
5
<PAGE>
Item 9: Notice of Dissolution of Group:
- ------ ------------------------------
Not Applicable.
Item 10: Certification:
- ------- -------------
By signing below the undersigned certifies
that, to the best of the undersigned's
knowledge and belief, the securities referred
to above were not acquired and are not held
for the purpose of or with the effect of
changing or influencing the control of the
issuer of the securities and were not
acquired and are not held in connection with
or as a participant in any transaction having
that purpose or effect.
6
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: August 10, 1998
LOUIS M. BACON
By: /s/ Stephen R. Nelson
_____________________________
Name: Stephen R. Nelson*
Title: Attorney-in-Fact
__________________________
* Power of Attorney dated November 28, 1997 granted by Louis M. Bacon in favor
of M. Elaine Crocker, Kevin F. Shannon and Stephen R. Nelson is attached
hereto as Exhibit A.
7
<PAGE>
Exhibit A
---------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Louis M. Bacon, hereby make constitute
and appoint each of M. Elaine Crocker, Kevin F. Shannon and Stephen R. Nelson,
acting individually, as my agent and attorney-in-fact for the purpose of
executing in my name (a) in my personal capacity or (b) in my capacity as
Chairman and Chief Executive Officer of each of Moore Capital Management, Inc.
and Moore Capital Advisors, LLC and their respective affiliates all documents,
certificates, instruments, statements, filing and agreements ("documents") to be
filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including but not limited to, all
documents relating to filings with the United States Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934 (the "Act") and the rules and regulations promulgated
thereunder, including: (1) all documents relating to the beneficial ownership of
securities required to be filed with the SEC pursuant to Section 13(d) or
Section 16(a) of the Act including, without limitation: (a) any acquisition
statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any
joint filing agreements pursuant to Rule 13d-1(f), and (c) any initial
statements of, or states of changes in, beneficial ownership of securities on
Form 3, From 4 or Form 5 and (2) any information statements on Form 13F required
to be filed with the SEC pursuant to Section 13(f) of the Act.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 28th day of
November, 1997.
/s/ Louis M. Bacon
___________________________
Louis M. Bacon
8
