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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
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20th Century Industries
(Name of Issuer)
Common Stock, Without Par Value
(Title of Class of Securities)
901272 20 3
(CUSIP Number)
Florence Davis, General Counsel
American International Group, Inc.
70 Pine Street, NYC, NY 10270 (212) 770-7000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 24, 1998
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ].
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
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CUSIP NO. 901272 20 3
(1) NAME OF REPORTING PERSON/S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
American International Group, Inc.
(I.R.S. Identification No. 13-2592361)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
(3) SEC USE ONLY
(4) SOURCES OF FUNDS
WC, OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in the State of Delaware
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 46,949,620
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
46,949,620
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,949,620
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.6%
(14) TYPE OF REPORTING PERSON
HC, CO
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CUSIP NO. 901272 20 3
(1) NAME OF REPORTING PERSON/S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
American Home Assurance Company
(I.R.S. Identification No. 13-5124990)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
(3) SEC USE ONLY
(4) SOURCES OF FUNDS
OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in the State of New York
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 12,267,565
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
12,267,565
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,267,565
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
(14) TYPE OF REPORTING PERSON
IC, CO
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CUSIP NO. 901272 20 3
(1) NAME OF REPORTING PERSON/S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Commerce & Industry Insurance Company
(I.R.S. Identification No. 31-1938623)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
(3) SEC USE ONLY
(4) SOURCES OF FUNDS
OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in the State of New York
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 5,414,827
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
5,414,827
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,414,827
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
(14) TYPE OF REPORTING PERSON
IC, CO
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CUSIP NO. 901272 20 3
(1) NAME OF REPORTING PERSON/S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
New Hampshire Insurance Company
(I.R.S. Identification No. 02-0172170)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
(3) SEC USE ONLY
(4) SOURCES OF FUNDS
OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in the State of Pennsylvania
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 5,414,827
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
5,414,827
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,414,827
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
(14) TYPE OF REPORTING PERSON
IC, CO
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CUSIP NO. 901272 20 3
(1) NAME OF REPORTING PERSON/S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
National Union Fire Insurance Company of Pittsburgh, Pa.
(I.R.S. Identification No. 25-0687550)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
(3) SEC USE ONLY
(4) SOURCES OF FUNDS
WC, OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in the State of Pennsylvania
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 23,852,401
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
23,852,401
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,852,401
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.2%
(14) TYPE OF REPORTING PERSON
IC, CO
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 13 amends and supplements Items 4 and 5 of the
Statement on Schedule 13D dated December 16, 1994, as amended and supplemented
by Amendment No. 1 to Schedule 13D dated March 23, 1995, Amendment No. 2 to
Schedule 13D dated January 20, 1998, Amendment No. 3 to Schedule 13D dated April
9, 1998, Amendment No. 4 to Schedule 13D dated May 12, 1998, Amendment No. 5 to
Schedule 13D dated June 4, 1998, Amendment No. 6 to Schedule 13D dated June 15,
1998, Amendment No. 7 to Schedule 13D dated June 25, 1998, Amendment No. 8 to
Schedule 13D dated July 14, 1998, Amendment No. 9 to Schedule 13D dated July 23,
1998, Amendment No. 10 to Schedule 13D dated July 27, 1998, Amendment No. 11 to
Schedule 13D dated August 10, 1998 and Amendment No. 12 to Schedule 13D dated
August 19, 1998 ("Schedule 13D"), previously filed by American International
Group, Inc., a Delaware corporation ("AIG"), relating to the common stock,
without par value ("Common Stock"), of 20th Century Industries, a California
corporation (the "Company"). The principal executive offices of the Company are
located at Suite 700, 6301 Owensmouth Avenue, Woodland Hills,
California 91367.
Each capitalized term used in this statement which is defined in the
Schedule 13D shall have the meaning ascribed thereto in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
By consent in lieu of a special meeting of stockholders of the
Company on August 24, 1998, AIG filled the vacancy created by the previous
resignation of Stanley M. Burke from the Board with William N. Dooley, thereby
increasing from two to three the total number of the Company's directors
designated by AIG. AIG continues to have discussions with the Company
concerning changes in the composition of the Board.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Between August 20, 1998, and August 25, 1998 AIG, through its
subsidiary National Union, purchased 448,700 shares of Common Stock in open
market transactions effected on the New York Stock Exchange at prices ranging
from $25.3125 to $26.0625 per share.
National Union's and each other AIG Sub's current ownership
interests in the Company and the Common Stock are as shown in the following
table:
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Number of Percentage of
Shares of Fully Diluted
Common Stock Shares of
Company Obtainable Upon Common Stock
(and state of Conversion/ Outstanding
domicile) Number of Shares Exercise (1)
- --------------- ---------------- -------------- ------------
American Home 200 shares of 17,652 .02%
Assurance Company Series A Preferred
(New York) Stock (2)
12,249,913 -- 13.98
shares of Common
Stock (3)
Commerce & 5,414,827 shares of -- 6.18
Industry Common Stock (2)
Insurance Company
(New York)
New Hampshire 5,414,827 shares of -- 6.18
Insurance Company Common Stock (2)
(Pennsylvania)
National Union 23,852,401 shares -- 27.23
Fire Insurance of Common Stock (4)
Company of
Pittsburgh, Pa.
(Pennsylvania)
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Total Common
Shares 46,949,620 53.59%
- -----------------
(1) Based on the number of shares of Common Stock outstanding as of July 27,
1998 (87,588,347 shares) as reported by the Company in its Quarterly
Report on Form 10-Q for the three month period ended June 30, 1998, as
adjusted to give effect to the issuance of shares of Common Stock issuable
on conversion of the 200 shares of Series A Preferred Stock which remain
outstanding.
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(2) The number of shares of Series A Preferred Stock owned by the AIG Subs is
200 after conversion of 102,050 shares, 61,350 shares and 61,350 shares of
Series A Preferred Stock previously held by American Home, Commerce &
Industry and New Hampshire, respectively, on July 27, 1998. The number of
shares of Common Stock obtainable upon conversion by American Home of the
200 shares of Series A Preferred Stock remaining outstanding is 17,652
(or .02% of fully converted shares).
(3) American Home purchased 298,000 shares of Common Stock prior to November,
1991. American Home purchased 547,400 shares of Common Stock in open
market transactions effected on the New York Stock Exchange between April
23, 1998 and May 12, 1998, 1,050,653 shares of Common Stock in open market
transactions effected on the New York Stock Exchange between June 16, 1998
and July 7, 1998, 240,200 shares of Common Stock in open market
transactions effected on the New York Stock Exchange between July 23, 1998
and July 28, 1998 and 530,800 shares of Common Stock in open market
transactions between July 29, 1998 and August 10, 1998. American Home
purchased an additional 575,800 Shares of Common Stock in open market
transactions effected on the New York Stock Exchange between August 11,
1998 and August 18, 1998.
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(4) National Union purchased 602,000 shares of Common Stock prior to June,
1994. National Union purchased an additional 557,500 shares of Common
Stock in open market transactions effected on the New York Stock Exchange
between May 13, 1998 and June 4, 1998 and 535,400 shares of Common Stock
in open market transactions effected on the New York Stock Exchange
between June 5, 1998 and June 15, 1998. National Union purchased 4,376,001
shares of Common Stock under the Stock Purchase Agreement on July 14, 1998
and 200,000 shares of Common Stock thereunder on July 15, 1998. National
Union purchased 1,132,800 shares of Common Stock in open market
transactions effected on the New York Stock Exchange on August 19, 1998.
National Union purchased an additional 448,700 shares of Common Stock in
open market transactions effected on the New York Stock Exchange as
follows:
DATE SHARES PRICE
August 20, 1998 8,300 $25.5625
" 330,000 $25.6250
August 21, 1998 2,900 $25.3125
" 900 $25.3750
" 1,300 $25.5000
August 24, 1998 34,900 $26.0000
" 12,000 $25.9375
August 25, 1998 16,300 $26.1250
" 21,900 $26.0625
" 9,200 $26.0000
" 11,000 $25.9375
(b). AIG and each AIG Sub share voting and dispositive power as to the
securities owned by such AIG Sub.
(c). AIG, American Home, Commerce & Industry, National Union, New
Hampshire, SICO, The Starr Foundation and Starr, and, to the best of each of
their knowledge, the Covered Persons, have not engaged in any transactions in
the Common Stock since the filing of Amendment No. 12 to Schedule 13D, except
for the purchase by National Union between August 20, 1998 and August 25, 1998
of 448,700 shares of Common Stock as described above in footnote (4).
(d) and (e). Not applicable.
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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: August 26, 1998
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Kathleen E. Shannon
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Kathleen E. Shannon, Vice President,
Secretary and Associate General Counsel
AMERICAN HOME ASSURANCE COMPANY
By: /s/ Edward E. Matthews
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Edward E. Matthews,
Senior Vice President
COMMERCE AND INDUSTRY INSURANCE COMPANY
By: /s/ Edward E. Matthews
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Edward E. Matthews,
Senior Vice President
NATIONAL UNION FIRE INSURANCE COMPANY
OF PITTSBURGH, PA.
By: /s/ Edward E. Matthews
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Edward E. Matthews,
Senior Vice President
NEW HAMPSHIRE INSURANCE COMPANY
By: /s/ Edward E. Matthews
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Edward E. Matthews, Vice President
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