-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BxIYdkyxDyZoQznud4CvzeCXk7oXHfvXMqZxxwSnfBjpGlrFNCS8u1bRWZLyTOFY x6V6NQa+Vt8EuNDmai5NfA== 0000950123-99-008747.txt : 19990923 0000950123-99-008747.hdr.sgml : 19990923 ACCESSION NUMBER: 0000950123-99-008747 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990922 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHICAGO TITLE CORP CENTRAL INDEX KEY: 0001058575 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 364217886 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54239 FILM NUMBER: 99715371 BUSINESS ADDRESS: STREET 1: 171 NORTH CLARK ST STREET 2: 6FC CITY: CHICAGO STATE: IL ZIP: 60601-3292 BUSINESS PHONE: 8884314288 MAIL ADDRESS: STREET 1: 171 NORTH CLARK ST CITY: CHICAGO STATE: IL ZIP: 60601-3292 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIRBY ALLAN P JR CENTRAL INDEX KEY: 0001014162 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: SUITE 3201 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212-752-1356 MAIL ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: SUITE 3201 CITY: NEW YORK STATE: NY ZIP: 10152 SC 13D/A 1 AMENDMENT #1 TO SCHEDULE 13D 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 / /. 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- 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- 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- 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- 6 Index to Exhibits
Exhibit Number Description of Exhibit 1 Letter Agreement dated August 1, 1999 between Allan P. Kirby, Jr. and Fidelity National Financial, Inc.
EX-1 2 LETTER AGREEMENT 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. -----END PRIVACY-ENHANCED MESSAGE-----