-----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, U1j+5Y/6hXyi1BXANVgDwbiHdZtxIWlN8nWSJXFcXYGNsQjtFMkqbROiRkBApFSf k07SUJtlJCOPh9YLEJzzgA== 0000912057-97-024003.txt : 19970714 0000912057-97-024003.hdr.sgml : 19970714 ACCESSION NUMBER: 0000912057-97-024003 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970711 EFFECTIVENESS DATE: 19970711 SROS: NYSE FILER: 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-31143 FILM NUMBER: 97639611 BUSINESS ADDRESS: STREET 1: 6301 OWENSMOUTH AVE STE 700 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8187043700 S-8 1 S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 11, 1997 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 - -------------------------------------------------------------------------------- 20TH CENTURY INDUSTRIES (Exact name of registrant as specified in its charter) - -------------------------------------------------------------------------------- CALIFORNIA 95-1935264 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 6301 Owensmouth Avenue Woodland Hills, California (Address of principal executive offices) 20TH CENTURY INDUSTRIES 1995 STOCK OPTION PLAN (Full title of the Plan) William L. Mellick President and Chief Executive Officer 20th Century Industries 6301 Owensmouth Avenue Woodland Hills, California 91367 (Name and address of agent for service) (818) 704-3700 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered per share price fee - -------------------------------------------------------------------------------- Common Stock 3,000,000 $ 21.75(1) $ 65,250,000(1) $ 19,772.73 - -------------------------------------------------------------------------------- (1) Estimated in accordance with Rule 457(h) and Rule 457(c) solely for the purposes of calculating the registration fee and based on the average of the high and low prices of the Common Stock of the Company on the New York Stock Exchange on July 10, 1997. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement is being filed for the purpose of registering additional shares of common stock, no par value per share, of 20th Century Industries, a California corporation, for issuance under the 20th Century Industries 1995 Stock Option Plan. Pursuant to General Instruction E of Form S-8, the Registrant hereby incorporates by reference the contents (including the Exhibits other than Exhibit 24.0, "Consent of Independent Accountants") of the Form S-8 filed by the Registrant on July 25, 1995, File No. 33- , except as to Item 3 of each of said Registration Statement. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents of 20th Century Industries, a California corporation, (the "Company") previously filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference in the Registration Statement: (i) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (ii) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997; and (iii) The description of the Company's Common Stock, no par value, set forth under the heading "Description of Registrant's Securities to be Registered" in the Company's Registration Statement on Form 8-A, dated July 22, 1991, together with any amendment or report filed with the Commission for the purposes of updating such description. All documents subsequently filed by the company or the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodland Hills, State of California on this 11th day of July, 1997 20TH CENTURY INDUSTRIES By:/s/ WILLIAM L. MELLICK ---------------------------------------- William L. Mellick President and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints William L. Mellick, Robert B. Tschudy and John R. Bollington his true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full powers and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ JOHN B. DE NAULT Chairman of the May 20, 1997 - ------------------------- Board of Directors John B. De Nault Director May 20, 1997 - ------------------------- William H. Braddock /s/ STANLEY M. BURKE Director May 20, 1997 - ------------------------- Stanley M. Burke /s/ JOHN B. DE NAULT, III Director May 20, 1997 - ------------------------- John B. De Nault, III /s/ R. SCOTT FOSTER, M.D. Director May 20, 1997 - ------------------------- R. Scott Foster, M.D. /s/ RACHFORD HARRIS Director May 20, 1997 - ------------------------- Rachford Harris /s/ WILLIAM L. MELLICK Director, - ------------------------- President and William L. Mellick Chief Executive Officer (Principal Executive Officer) July 11, 1997 /s/ ROBERT M. SANDLER Director May 20, 1997 - ------------------------- Robert M. Sandler /s/ GREGORY M. SHEPARD Director May 20, 1997 - ------------------------- Gregory M. Shepard /s/ HOWARD I. SMITH Director May 20, 1997 - ------------------------- Howard I. Smith /s/ ARTHUR H. VOSS Director May 20, 1997 - ------------------------- Arthur H. Voss /s/ ROBERT B. TSCHUDY Senior Vice - ------------------------- President and Robert B. Tschudy Chief Financial Officer (Principal Financial Officer) July 11, 1997 EXHIBITS 4.1 20th Century 1995 Stock Option Plan. Incorporated by reference from the Form 10-K filed by the Company for the year ended December 31, 1996. 4.2 First Amendment to 20th Century Industries 1995 Stock Option Plan. Filed herewith. 5.0 Opinion of Gibson, Dunn & Crutcher. 24.0 Consent of Independent Auditors. Filed herewith. 25.0 Power of Attorney (included on Signature Pages). EX-4.2 2 EXHIBIT 4.2 FIRST AMENDMENT TO 20th CENTURY INDUSTRIES 1995 STOCK OPTION PLAN The 1995 Stock Option Plan (the "Plan") of 20th Century Industries, a California corporation (the "Company") is hereby amended in the following respects: 1. Paragraph (e) of Section 3 of the Plan is amended and restated to read as follows: (e) Notwithstanding any other provision of this Plan, no Employee shall be granted Awards in excess of 100,000 shares of Common Stock, subject to adjustment pursuant to Section 8 hereof, during any one calendar year. 2. Paragraph (a) of Section 4 of the Plan is amended and restated to read as follows: (a) Each year, on the day of the annual meeting of shareholders of the Company (or any adjournment thereof) at which directors of the Company are elected (the "Date of Grant"), each Nonemployee Director shall automatically be granted an option (a "Nonemployee Director Option") to purchase 4,000 Common Shares. Each Nonemployee Director shall automatically be granted a Nonemployee Director Option to purchase 4,000 Common Shares upon appointment to the Board of Directors. In no event shall a Nonemployee Director be granted options for more than 4,000 Common Shares per calendar year. 3. Paragraphs (a) and (b) of Section 5 of the Plan are amended and restated to read as follows. (a) The aggregate number of Common Shares that may be issued pursuant to all Incentive Stock Options granted under this Plan shall not exceed 3,600,000, subject to adjustment as provided in Section 8 hereof. (b) At any time, the aggregate number of Common Shares issued and issuable pursuant to all Awards (including Incentive Stock Options) and Nonemployee Director Options granted under this Plan shall not exceed 4,000,000, subject to adjustment as provided in Section 8 hereof. EXHIBIT 4.2 4. In all other respects the 1995 Stock Option Plan, as amended, is hereby ratified, confirmed and approved. 5. This First Amendment shall be effective upon approval, directly or indirectly, by the affirmative votes of the holders of a majority of the Common Shares of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with the laws of the State of California, or by written consent of a majority of the outstanding Common Shares. EX-5.0 3 EXHIBIT 5.0 Exhibit 5.0 July 10, 1997 (213) 229-7765 C 00335-00002 20th Century Industries 6301 Owensmouth Avenue Woodland Hills, California 91367 RE: 20TH CENTURY INDUSTRIES -- FORM S-8 REGISTRATION STATEMENT Ladies and Gentlemen: We have acted as special counsel to 20th Century Industries, a California corporation (the "Company"), in connection with (i) the filing with the Securities and Exchange Commission of the Company's registration statement on Form S-8 (the "Registration Statement") covering 3,000,000 shares of common stock, without par value ("Common Stock"), of the Company that may be issued upon exercise of stock options under the Company's 1995 Stock Option Plan (as amended to date, the "Option Plan"), and (ii) the preparation of the prospectus to be delivered to recipients of awards under the Plan as required pursuant to Item 1 of Form S-8 (the "Prospectus"). As such counsel, we have examined the Registration Statement, the Prospectus, the Option Plan and exhibits thereto and such other documents, and have obtained such certificates and assurances from officers and representatives of the Company and made such additional inquiries, as we have deemed necessary for the purpose of rendering this opinion. We have assumed the genuineness of all signatures on, and the authenticity of, all documents and instruments submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies. We have also examined the proceedings heretofore taken by the Company in connection with the adoption of the Option Plan and we assume for the purposes of this opinion that the Company will not grant any award under the Option Plan pursuant to which shares of Common Stock could be issued for consideration that is not adequate in form or amount to support the issuance of fully paid stock under applicable state law. July 10, 1997 Page 2 On the basis of the foregoing, we are of the opinion that the shares of Common Stock to be issued by the Company pursuant to the Option plan will, when sold and paid for in accordance with the terms of the Option Plan, be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, GIBSON, DUNN & CRUTCHER LLP BPW/ks EX-24 4 EXHIBIT 24 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) pertaining to the 20th Century 1995 Stock Option Plan of our report dated February 19, 1997, with respect to the consolidated financial statements and schedule of 20th Century Industries included in its Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the Securities and Exchange Commission. Los Angeles, California Ernst & Young LLP July 7, 1997 -----END PRIVACY-ENHANCED MESSAGE-----