1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
------
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 10, 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 44,792,320
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
44,792,320
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,792,320
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.1%
(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 11,691,765
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
11,691,765
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,691,765
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
(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 22,270,901
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
22,270,901
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,270,901
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.4%
(14) TYPE OF REPORTING PERSON
IC, CO
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 11 amends and supplements Items 4, 5 and 7 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 and Amendment No. 10 to Schedule 13D dated July 27, 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
On August 10, 1998, the AIG Subs sent the letter attached hereto as
Exhibit 1 to John B. De Nault, Chairman of the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Between July 29, 1998 and August 10, 1998, AIG, through its
subsidiary American Home, purchased 530,800 shares of Common Stock in open
market transactions effected on the New York Stock Exchange at prices ranging
from $24.8750 to $26.9375 per share.
American Home'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)
11,674,113 -- 13.33
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 22,270,901 shares -- 25.43
Fire Insurance of Common Stock (4)
Company of
Pittsburgh, Pa.
(Pennsylvania)
------
Total Common
Shares 44,792,320 51.14
- -----------------
(1) Based on the number of shares of Common Stock outstanding as of June 30,
1998 (51,735,383 shares) as provided to AIG by the Company on August 6,
1998, as adjusted to give effect to the issuance of shares of Common Stock
issued on July 27, 1998 on conversion of 224,750 shares of Series A
Preferred Stock and on exercise of the 16 million Series A Warrants and
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 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, and 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. American Home purchased an additional 530,800 Shares of
Common Stock in open market transactions effected on the New York Stock
Exchange as follows:
DATE SHARES PRICE
July 29, 1998 4,000 $26.8750
'' 16,800 $26.6250
'' 3,800 $26.5000
'' 3,400 $26.4375
'' 1,800 $26.6875
July 30, 1998 92,500 $25.6875
'' 1,300 $25.7500
'' 1,700 $25.5625
'' 20,000 $25.3125
'' 14,500 $25.5000
July 31, 1998 57,000 $25.7500
'' 16,000 $25.6875
'' 14,000 $25.6250
August 3, 1998 43,800 $25.9375
'' 22,200 $25.8125
'' 5,000 $25.8750
August 4, 1998 6,000 $25.6875
'' 46,900 $25.7500
'' 3,800 $25.8125
'' 23,300 $25.8750
August 5, 1998 22,100 $25.3125
'' 15,800 $25.2500
'' 10,100 $24.8750
'' 5,000 $25.3750
'' 1,000 $24.9375
'' 2,500 $25.0000
'' 500 $25.1250
August 6, 1998 1,000 $25.8750
'' 1,600 $25.2500
'' 3,000 $25.7500
August 7, 1998 1,400 $25.8750
'' 1,000 $26.0000
August 10, 1998 9,600 $26.4375
'' 20,900 $26.6250
'' 3,000 $26.8125
'' 1,500 $26.5000
'' 5,200 $26.1250
'' 27,800 $26.9375
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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. In addition, 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.
(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 within the past 60 days, except for (i) the purchase by
American Home between June 12, 1998 and August 10, 1998 of 1,581,453 shares of
Common Stock as described above in footnote (3) and (ii) the purchase by
National Union between June 12, 1998 and July 15, 1998, of 229,400 shares of
Common Stock, the purchase of 4,376,001 shares of Common Stock pursuant to the
Stock Purchase Agreement on July 14, 1998 and the purchase of 200,000 shares of
Common Stock thereunder by AIG through National Union on July 15, 1998 as
described above in footnote (4).
(d) and (e). Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(A) Exhibit 1 - Letter from American Home, Commerce & Industry, New
Hampshire and National Union to John B. De Nault, Chairman of the Company,
dated August 10, 1998.
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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 11, 1998
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Kathleen E. Shannon
---------------------------------------
Kathleen E. Shannon, Vice President,
Secretary and Associate General Counsel
AMERICAN HOME ASSURANCE COMPANY
By: /s/ Edward E. Matthews
---------------------------------------
Edward E. Matthews,
Senior Vice President
COMMERCE AND INDUSTRY INSURANCE COMPANY
By: /s/ Edward E. Matthews
---------------------------------------
Edward E. Matthews,
Senior Vice President
NATIONAL UNION FIRE INSURANCE COMPANY
OF PITTSBURGH, PA.
By: /s/ Edward E. Matthews
---------------------------------------
Edward E. Matthews,
Senior Vice President
NEW HAMPSHIRE INSURANCE COMPANY
By: /s/ Edward E. Matthews
---------------------------------------
Edward E. Matthews, Vice President
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EXHIBIT INDEX
(A) EXHIBIT 1 -- Letter from American Home, Commerce & Industry, New
Hampshire and National Union to John B. De Nault, Chairman of the Company,
dated August 10, 1998.
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Exhibit 1
[LETTERHEAD OF AMERICAN INTERNATIONAL GROUP, INC.]
August 10, 1998
Via Registered Mail
John B. DeNault, Chairman of the Board
20th Century Industries
6301 Owensmouth Avenue
Woodland Hills, California 91367
Re: Request for Notice of Special Meeting
-------------------------------------
Dear Sir,
The undersigned, American Home Assurance Company, Commerce and Industry
Insurance Company, New Hampshire Insurance Company and National Union Fire
Insurance Company of Pittsburgh, Pa. (the "Holders"), are the holders of at
least ten percent of the common stock entitled to be voted at a special meeting
of the stockholders of 20th Century Industries, a California Corporation (the
"Company"). Accordingly, the Holders are entitled to call a special meeting of
stockholders of the Company pursuant to Section 600 (d) of the California
General Corporation Law (the "Code") and Section 2.02 of the Company's Amended
and Restated Bylaws, as amended through February 25, 1997.
The Holders, pursuant to Section 601 (c) of the Code, hereby request
that you cause notice of a special meeting of he Company's shareholders at
10:00 a.m. on Monday, September 28, 1998, at Woodland Hills, California (or
such other place designated by the board of directors) to be mailed to
shareholders entitled to vote thereat. The purpose of the special meeting is to
(i) remove the current Board of Directors; and (ii) elect a new board of
directors from persons nominated by the Holders and other persons entitled to
vote at the special meeting.
2
20th Century Industries
August 10, 1998
Page 2
Very truly yours,
AMERICAN HOME ASSURANCE COMPANY
By: /s/ T. R. Tizzio
-----------------------------------
Name: Thomas R. Tizzio
Title: Chairman of the Board
COMMERCE AND INDUSTRY
INSURANCE CO.
By: /s/ T. R. Tizzio
-----------------------------------
Name: Thomas R. Tizzio
Title: Chief Executive Officer &
Chairman of the Board
NEW HAMPSHIRE INSURANCE COMPANY
By: /s/ Michael Castelli
-----------------------------------
Name: Michael Castelli
Title: Senior Vice President
NATIONAL UNION FIRE INSURANCE
COMPANY OF PITTSBURGH, PA.
By: /s/ T. R. Tizzio
-----------------------------------
Name: Thomas R. Tizzio
Title: Chairman of the Board
