<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)
F.M. Kirby
17 DeHart Street
P.O. Box 151
Morristown, New Jersey 07963
(973) 538-4800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copies of all notices should be sent to:
Thomas J. Bianchini
17 DeHart Street
P.O. Box 151
Morristown, New Jersey 07963
(973) 538-4800
September 16, 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
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. F.M.
Kirby dated June 17, 1998 by supplementing Items 4 and 6, and by amending and
restating Items 5(c) and 7 in their entirety, as follows:
Item 4. Purpose of Transaction.
On September 16, 1999, Mr. F.M. 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.
(c) On September 16, 1999, Mr. F.M. Kirby executed a letter agreement
regarding the voting of certain shares of Common Stock of Chicago Title, as
described in Item 6 below.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
On September 16, 1999, Mr. F.M. 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 dated as of August 1, 1999 (the "Merger Agreement") by and
between Fidelity National Financial, Inc., a Delaware corporation ("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. 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. F.M. 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, filed as an exhibit to Chicago
Title's Current Report on Form 8-K dated August 4, 1999, was amended as of
October 13, 1999, and the Merger Agreement as amended was filed as an appendix
to Fidelity's Registration Statement on Form S-4 filed on October 15, 1999.
Item 7. Materials to be Filed as Exhibits.
The document listed hereunder is filed as an exhibit hereto.
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
-------------- ----------------------
<S> <C>
1 Letter Agreement dated September 16, 1999 between F.M. Kirby and Fidelity
National Financial, Inc.
</TABLE>
-2-
<PAGE> 3
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: October 14, 1999
/s/ F.M. Kirby
------------------
F.M. Kirby
-3-
<PAGE> 4
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
-------------- ----------------------
<S> <C>
1 Letter Agreement dated September 16, 1999 between F.M. Kirby and Fidelity
National Financial, Inc.
</TABLE>
<PAGE> 1
Exhibit 1
F.M. KIRBY
17 DEHART STREET
P.O. BOX 151
MORRISTOWN, NJ 07963-0151
September 16, 1999
973-538-4800
973-538-4801 FAX
Fidelity National Financial, Inc.
17911 Von Karman Avenue, Suite 300
Irvine, CA 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").
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.
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/ F.M. Kirby
FMK:msw
cc: John Rau
