-----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, P5Xu2E4OnaUCU8iZzrRd7D6tyfIE2GcJjPZmht0FDNBzdclK9O1N81vvH3HNbFP9 1O6rh+qaYCH8+yockHyG2Q== 0001235956-07-000027.txt : 20071002 0001235956-07-000027.hdr.sgml : 20071002 20071002125343 ACCESSION NUMBER: 0001235956-07-000027 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070927 FILED AS OF DATE: 20071002 DATE AS OF CHANGE: 20071002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: 21ST CENTURY INSURANCE GROUP CENTRAL INDEX KEY: 0000100331 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 951935264 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6301 OWENSMOUTH AVE STE 700 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8187043700 FORMER COMPANY: FORMER CONFORMED NAME: 20TH CENTURY INDUSTRIES DATE OF NAME CHANGE: 19950420 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tomich Anthony W CENTRAL INDEX KEY: 0001375538 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10828 FILM NUMBER: 071148562 BUSINESS ADDRESS: BUSINESS PHONE: 818-704-3165 MAIL ADDRESS: STREET 1: 6301 OWENSMOUTH AVENUE CITY: WOODLAND HILLS STATE: CA ZIP: 91367 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2007-09-27 1 0000100331 21ST CENTURY INSURANCE GROUP TW 0001375538 Tomich Anthony W 6301 OWENSMOUTH AVENUE WOODLAND HILLS CA 91367 0 1 0 0 Treasurer Common Stock 2007-09-27 4 D 0 3443 22 D 0 D Employee Stock Option (Right to Buy) 12.95 2007-09-27 4 D 0 5000 D 2014-07-06 Common Stock 5000 0 D Employee Stock Option (Right to Buy) 15.88 2007-09-27 4 D 0 16666 D 2016-03-15 Common Stock 16666 0 D Employee Stock Option (Right to Buy) 15.88 2007-09-27 4 D 0 8334 D 2016-03-15 Common Stock 8334 0 D 2,841 of these shares were restricted shares that were each cancelled pursuant to the Merger Agreement, of which (i) 1,293 were to vest on or before the first anniversary of the merger and were therefore cancelled in exchange for an amount in cash equal to the product of the number of restricted shares times $22.00 per share and (ii) 1,548 were to vest after the first anniversary of the merger and were therefore cancelled in exchange for restricted stock units of AIG common stock of an equivalent value. These shares were cancelled pursuant to the Agreement and Plan of Merger, dated as of May 15, 2007, among 21st Century Insurance Group (the "Company"), American International Group, Inc. ("AIG) and AIG TW Corp. ("Merger Sub"), as amended pursuant to Amendment No. 1 to Agreement and Plan of Merger, dated as of June 8, 2007, among the Company, AIG and Merger Sub (the "Merger Agreement"), in exchange for the per share merger consideration of $22.00. Each option was to vest on or before the first anniversary of the merger and was therefore cancelled pursuant to the Merger Agreement in exchange for the excess, if any, of $22.00 per share over the exercise price per share under such option. Each option was to vest after the first anniversary of the merger and was therefore cancelled pursuant to the Merger Agreement in exchange for restricted stock units of AIG common stock of an equivalent value. Ronald S. Veltman with Power of Attorney for Anthony W. Tomich 2007-10-02 -----END PRIVACY-ENHANCED MESSAGE-----