-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ea2cyAEg2yUFSgP1aHHW1doYvW1UgKCw06I+pI7MjSB0MJW9pihshIcr2ntq2SFc 3opQio3pupgu6fZphd6x3g== 0000889812-95-000292.txt : 19950607 0000889812-95-000292.hdr.sgml : 19950607 ACCESSION NUMBER: 0000889812-95-000292 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950606 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZENITH NATIONAL INSURANCE CORP CENTRAL INDEX KEY: 0000109261 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 952702776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06570 FILM NUMBER: 95545293 BUSINESS ADDRESS: STREET 1: 21255 CALIFA ST CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8187131000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RELIANCE FINANCIAL SERVICES CORP CENTRAL INDEX KEY: 0000083047 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 510113548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PARK AVE PLZ STREET 2: 55 E 52ND ST 29TH FL CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 2129091100 MAIL ADDRESS: STREET 1: PARK AVENUE PLAZA STREET 2: 55 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10055 FORMER COMPANY: FORMER CONFORMED NAME: LEASCO FINANCIAL SERVICES CORP DATE OF NAME CHANGE: 19740414 SC 13D/A 1 AMENDMENT NO. 19 TO SCHEDULE 13D OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response ......14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 19)* ZENITH NATIONAL INSURANCE CORP. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 989390109 (CUSIP Number) Howard E. Steinberg, Senior Vice President and General Counsel Reliance Financial Services Corporation Park Avenue Plaza, New York, New York 10055 (212) 909-1100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) See Item 5 (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 / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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. *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 disclosures provided in a prior cover page. The information required on 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). SCHEDULE 13D CUSIP No. 989390109 Page of Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Reliance Financial Services Corporation IRS Employer's Identification Number: 51-0113548 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /X/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 6,574,445 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 6,574,445 WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,574,445 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.2% 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. ITEM 1. Security and Issuer. This statement relates to the common stock, $1.00 par value per share (the "Security") of Zenith National Insurance Corp. (the "Issuer"), whose principal executive offices are located at 21255 Califa Street, Woodland Hills, CA 91367-5021. In accordance with Section 101 of Regulation S-T, this statement restates the Schedule 13D and all amendments thereto filed by Reliance Financial Services Corporation, a Delaware corporation ("Reliance Financial"), in respect of the Security prior to the date hereof. ITEM 2. Identity and Background. This statement is filed by Reliance Financial. Reliance Financial owns all of the common stock of Reliance Insurance Company ("RIC"), a Pennsylvania corporation. RIC and its property and casualty insurance subsidiaries and its title insurance subsidiaries underwrite a broad range of standard commercial and specialty commercial lines of property and casualty insurance, as well as title insurance. All of the common stock of Reliance Financial is owned by Reliance Group Holdings, Inc., a Delaware corporation ("RGH"). Approximately 46.1% of the common voting stock of RGH is owned by Saul P. Steinberg, members of his family and affiliated trusts. As a result of such stock holdings in RGH, Saul P. Steinberg may be deemed to control RGH. The principal executive offices of each of Reliance Financial and RGH are located at Park Avenue Plaza, New York, New York 10005. The names, address and principal occupations of the directors and executive officers of Reliance Financial, all of whom are United States citizens, are as follows: Name and Business Address Position with Reliance Financial and Principal Occupation Saul P. Steinberg Chairman of the Board, Chief Reliance Group Holdings, Inc. Executive Officer and Director, Park Avenue Plaza Reliance Financial and RGH New York, New York 10055 Robert M. Steinberg President, Chief Operating Officer Reliance Group Holdings, Inc. and Director, Reliance Financial and Park Avenue Plaza RGH; Chairman of the Board and Chief New York, New York 10055 Executive Officer, RIC George E. Bello Executive Vice President, Controller Reliance Group Holdings, Inc. and Director, Reliance Financial and Park Avenue Plaza RGH New York, New York 10055 Lowell C. Freiberg Senior Vice President, Chief Reliance Group Holdings, Inc. Financial Officer and Director, Park Avenue Plaza Reliance Financial and RGH New York, New York 10055 Henry A. Lambert Senior Vice President--Real Estate Reliance Group Holdings, Inc. Investments and Operations, Reliance Park Avenue Plaza Financial and RGH; President and New York, New York 10055 Chief Executive Officer, Reliance Development Group, Inc. Dennis J. O'Leary Senior Vice President--Taxes, Reliance Group Holdings, Inc. Reliance Financial and RGH Park Avenue Plaza New York, New York 10055 Fred M. Schriever Senior Vice President, Reliance RCG International, Inc. Financial and RGH; Chairman of the 111 West 40th Street Board and President, RCG New York, New York 10018 International, Inc. Philip S. Sherman Senior Vice President-- Group Reliance Group Holdings, Inc. Controller, Reliance Financial and Park Avenue Plaza RGH New York, New York 10055 Bruce L. Sokoloff Senior Vice President-- Reliance Group Holdings, Inc. Administration, Reliance Financial Park Avenue Plaza and RGH New York, New York 10055 Howard E. Steinberg, Esq. Senior Vice President, General Reliance Group Holdings, Inc. Counsel and Corporate Secretary, Park Avenue Plaza Reliance Financial and RGH New York 10055 2 James E. Yacobucci Senior Vice President-- Investments Reliance Insurance Company and Director, Reliance Financial, Park Avenue Plaza RGH and RIC New York, New York 10055 George E. Baker Director, Reliance Financial and WMS Industries RGH; Corporate Director/Advisor 3401 North California Avenue various business enterprises Chicago, Illinois 60618 Carter Burden Director, Reliance Financial and William A.M. Burden & Co. RGH; General Partner, William A. M. 10 East 53rd Street Burden & Co.; Chairman of the Board, New York, New York 10022 CRB Broadcasting Corp. Dennis A. Busti Director, Reliance Financial and Reliance National RGH; President and Chief Executive Risk Specialists, Inc. Officer, Reliance National Risk 77 Water Street Specialists, Inc. New York, New York 10005 Dr. Thomas P. Gerrity Director, Reliance Financial and The Warton School RGH; Dean, the Warton School of the University of Pennsylvania University of Pennsylvania Steinberg Hall- Dietrich Hall 3620 Locust Walk Philadelphia, PA 19104 Jewell J. McCabe Director, Reliance Financial and Jewell Jackson McCabe RGH; President, Jewell Jackson Associates McCabe Associates 50 Rockefeller Plaza Suite 46 New York, New York 10020 Irving Schneider Director, Reliance Financial and Helmsley-Spear, Inc. RGH; Executive Vice President, 60 East 42nd Street Helmsley-Spear, Inc. New York, New York 10165 Bernard L. Schwartz Director, Reliance Financial and Loral Corporation RGH; Chairman of the Board, Chief 600 Third Avenue Executive Officer, Loral Corp. New York, New York 10016 Richard E. Snyder Director, Reliance Financial and RGH; c/o MacMillan Publishing Business Consultant 866 Third Avenue New York, New York 10022 3 Thomas J. Stanton, Jr. Director, Reliance Financial and RGH 240 South Mountain Avenue Chairman Emeritus of National Montclair, New Jersey 07042 Westminster Bank NJ Neither Reliance Financial nor, to the best of its knowledge, any other person named in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor, except as set forth below, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. On February 17, 1994, in settlement of an administrative proceeding concerning the accounting treatment for certain transactions in 1986 in the fixed income portfolio of RIC, without admitting or denying the allegations against it, RGH agreed to entry of an order by the Securities and Exchange Commission that RGH cease and desist from committing or causing any violation, and from committing or causing any future violation of, Section 13(a) of the Securities Exchange Act of 1934, as amended and Rules 13a-1 and 13a-3 thereunder. Item 3. Source and Amount of Funds or Other Consideration. Not applicable. Item 4. Purpose of Transaction. The Securites are held for investment as part of the general investment portfolio of Reliance Insurance and the other corporations named herein. Subject to availability and price and subject to applicable laws and regulations, each such corporation may dispose of all or a portion of such Securities on terms and at prices determined by it. Item 5. Interest in Securities of the Issuer. According to the Issuer's 10-Q for the three month period ended March 31, 1995, the number of shares of the Security outstanding has decreased to 18,682,000. As a result, the 6,574,445 Securities beneficially owned by Reliance Financial comprise approximately 35.2% of the Securities outstanding. Of the 6,574,445 shares of the Security beneficially owned by Reliance Financial, 6,496,225 shares are owned directly by RIC, 39,110 shares are owned directly by United Pacific Insurance Company 4 of New York, an insurance subsidiary of RIC ("UPNY"), and 39,110 shares are owned directly by Reliance National Insurance Company of New York, an insurance subsidiary of RIC ("RNNY"). Each of the corporations listed above has sole voting and dispositive power over all of the shares directly owned by it. None of Reliance Financial, UPNY or RNNY has effected a transaction in the Securities within the past 60 days. Except for the foregoing, none of the persons included in Item 2 hereof owns beneficially or has the right to acquire more than an aggregate of 2,000 shares of the Security. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Pursuant to an Exemption granted to RIC from the Insurance Commissioner of California, unless RIC obtains the requisite consent or exemption under the California Insurance Code, RIC may not exercise any voting rights with respect to capital stock representing in excess of 28.7% of all the issued and outstanding stock of the Issuer entitled to vote. The Exemption was filed as an Exhibit to Amendment No. 5 to this Statement. Item 7. Material to be filed as Exhibits. Exhibit 1. Exemption, dated September 12, 1985, granted by the California Insurance Commissioner (incorporated by reference to Exhibit 2 to Amendment No. 5 to Schedule 13D filed in paper format). 5 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: June 5, 1995 RELIANCE FINANCIAL SERVICES CORPORATION BY: /s/ James E. Yacobucci --------------------------------------- James E. Yacobucci Senior Vice President- Investments 6 EXHIBIT INDEX Exhibit 1. Exemption, dated September 12, 1985, granted by the California Insurance Commissioner (incorporated by reference to Exhibit 2 to Amendment No. 5 to Schedule 13D filed in paper format). 7 -----END PRIVACY-ENHANCED MESSAGE-----