-----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, UXNj7ItKQ9JnzSRRB6bJT4Hfkaehw9Oagd0f3IoQ9EqNZbpmOl+RhddO9drC0YsB gYcI9SeLyq2yCUqDFSaOBw== 0000950123-98-009710.txt : 19981113 0000950123-98-009710.hdr.sgml : 19981113 ACCESSION NUMBER: 0000950123-98-009710 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 20TH CENTURY INDUSTRIES CENTRAL INDEX KEY: 0000100331 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 951935264 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40732 FILM NUMBER: 98743762 BUSINESS ADDRESS: STREET 1: 6301 OWENSMOUTH AVE STE 700 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8187043700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INTERNATIONAL GROUP INC CENTRAL INDEX KEY: 0000005272 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132592361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 70 PINE ST CITY: NEW YORK STATE: NY ZIP: 10270 BUSINESS PHONE: 2127707000 MAIL ADDRESS: STREET 1: 70 PINE STREET CITY: NEW YORK STATE: NY ZIP: 10270 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN INTERNATIONAL ENTERPRISES INC DATE OF NAME CHANGE: 19700507 SC 13D/A 1 AMENDMENT NO. 16 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 16) ------ 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) November 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. 2 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 49,243,920 EACH (9) SOLE DISPOSITIVE POWER REPORTING PERSON WITH (10) SHARED DISPOSITIVE POWER 49,243,920 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 49,243,920 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.2% (14) TYPE OF REPORTING PERSON HC, CO -2- 3 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 12,760,665 EACH (9) SOLE DISPOSITIVE POWER REPORTING PERSON WITH (10) SHARED DISPOSITIVE POWER 12,760,665 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,760,665 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6% (14) TYPE OF REPORTING PERSON IC, CO -3- 4 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 -4- 5 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 -5- 6 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 25,653,601 EACH (9) SOLE DISPOSITIVE POWER REPORTING PERSON WITH (10) SHARED DISPOSITIVE POWER 25,653,601 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,653,601 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.3% (14) TYPE OF REPORTING PERSON IC, CO -6- 7 ITEM 1. SECURITY AND ISSUER. This Amendment No. 16 amends and supplements Item 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, Amendment No. 12 to Schedule 13D dated August 19, 1998, Amendment No. 13 to Schedule 13D dated August 24, 1998, Amendment No. 14 to Schedule 13D dated September 3, 1998 and Amendment No. 15 to Schedule 13D dated September 11, 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 5. INTEREST IN SECURITIES OF THE ISSUER (a) Between September 14, 1998, and September 18, 1998 AIG, through its subsidiary National Union, purchased 429,700 shares of Common Stock in open market transactions effected on the New York Stock Exchange at prices ranging from $24.00 to $25.00 per share as follows:
DATE SHARES PRICE ---- ------ ----- September 14, 1998 176,600 $25.0000 " 7,300 $24.8750 " 4,700 $24.9375 September 15, 1998 1,700 $24.0000 " 26,900 $24.6875 " 4,500 $24.6250 September 16, 1998 78,300 $25.0000 September 17, 1998 13,400 $24.5625 " 29,100 $24.5000 September 18, 1998 74,900 $25.0000 " 1,700 $24.5625 " 1,500 $24.8750 " 3,000 $24.6875 " 6,100 $24.9375
Between September 21, 1998 and November 10, 1998 AIG, through its subsidiary American Home, purchased 493,100 shares of Common Stock in open market transactions effected on the New York Stock Exchange at prices ranging from $21.0625 to $25.00 per share as follows: September 21, 1998 1,000 $24.3750 " 2,200 $24.5000 " 34,900 $24.2500 " 7,200 $24.3125 September 22, 1998 4,600 $24.6875 " 2,000 $24.7500 " 2,500 $25.0000 " 2,000 $24.8125 " 1,500 $24.6250 September 23, 1998 19,500 $25.0000 September 24, 1998 117,100 $25.0000 September 25, 1998 1,200 $25.0000 September 28, 1998 61,000 $25.0000 September 29, 1998 23,000 $24.9440 " 2,200 $25.0000 September 30, 1998 39,200 $25.0000 " 7,000 $24.9375 October 8, 1998 2,500 $21.0625 " 700 $21.1250 " 2,000 $21.4375 " 2,500 $21.2500 " 4,200 $21.3750 October 9, 1998 3,000 $21.8125 " 1,000 $21.9375 " 1,200 $22.0000 " 2,300 $22.3750 " 1,300 $22.5000 October 12, 1998 2,200 $23.0000 October 13, 1998 2,500 $23.0000 October 14, 1998 6,500 $23.0000 October 15, 1998 2,000 $22.8750 " 600 $22.9375 " 3,000 $23.0000 November 3, 1998 3,000 $23.8750 November 4, 1998 5,000 $23.9375 November 5, 1998 13,700 $23.9375 November 9, 1998 20,300 $23.9375 November 10, 1998 82,200 $23.8750 " 3,300 $23.8125
American Home's, National Union's and each other AIG Sub's current ownership interests in the Company and the Common Stock is set forth on the cover pages to this Amendment No. 16 to Schedule 13D. The ownership percentages appearing on such pages have been calculated 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 issued on conversion of the 200 shares of Series A Preferred Stock converted by American Home on September 4, 1998. -7- 8 (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. 15 to Schedule 13D, except for the purchase by National Union between September 14, 1998 and September 18, 1998 of 429,700 shares of Common Stock and the purchase by American Home between September 21, 1998 and November 10, 1998 of 493,100 shares of Common Stock as described in (a) above. -8- 9 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: November 10, 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 -9- -----END PRIVACY-ENHANCED MESSAGE-----