UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Investors Title Company
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
461804106
(CUSIP Number)
December 31, 2005
(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)
|_| Rule 13d-1(c)
|X| 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 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).
CUSIP No. 461804106
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James A. Fine, Jr.
--------------------------------------------------------------------------------
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 of America
--------------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES 81,302
-----------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 95,546
-----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 81,302
-----------------------------------------------------------------
PERSON 8. SHARED DISPOSITIVE POWER
WITH 95,546
--------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
176,848 (1)
--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.21%
--------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------------
(1) 95,000 of these shares are held by a limited partnership of which Mr. Fine
is a general partner and shares joint voting power over such shares with William
Morris Fine. Additionally, this number includes 1,000 shares of common stock
that Mr. Fine has the right to purchase under stock options that were
exercisable within 60 days of 12-31-2005, and 546 shares that are held by his
wife.
ITEM 1(a). NAME OF ISSUER:
Investors Title Company
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL PLACE EXECUTIVE OFFICES:
121 N. Columbia Street
Chapel Hill, North Carolina 27514
ITEM 2(a). NAME OF PERSON FILING:
James A. Fine, Jr.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
121 N. Columbia Street
Chapel Hill, North Carolina 27514
ITEM 2(c). CITIZENSHIP:
United States of America
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, no par value
(the "Common Stock")
ITEM 2(e). CUSIP NUMBER:
461804106
ITEM 3. Not Applicable
ITEM 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED:
176,848 (1)
(b) PERCENT OF CLASS:
6.21%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote:
81,302
(ii) Shared power to vote or to direct the vote:
95,546
(iii) Sole power to dispose or to direct the disposition of:
81,302
(iv) Shared power to dispose or to direct the disposition of:
95,546
(1) 95,000 of these shares are held by a limited partnership of which Mr. Fine
is a general partner and shares joint voting power over such shares with William
Morris Fine. Additionally, this number includes 1,000 shares of common stock
that Mr. Fine has the right to purchase under stock options that were
exercisable within 60 days of 12-31-2005, and 546 shares that are held by his
wife.
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 5
percent of the class of securities, check the following |_|
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
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP:
Not Applicable
ITEM 10. CERTIFICATION:
By signing below I certify that, to the best of my 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.
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: February 14, 2006
Chapel Hill, North Carolina /s/ James A. Fine, Jr.
-----------------------------
James A. Fine, Jr.