-----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, Wqs1pq2UV+fjjTU3NF589yS9PbaMuWvwMBXPbYanbgnKuNLUqU6SdIt0dsYTLrLG JNqHcccA+wqrRi11wfvfRw== 0000950123-98-008239.txt : 19980915 0000950123-98-008239.hdr.sgml : 19980915 ACCESSION NUMBER: 0000950123-98-008239 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980914 SROS: NYSE 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: 98708453 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. 15 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. 15) ------ 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) September 11, 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 48,321,120 EACH (9) SOLE DISPOSITIVE POWER REPORTING PERSON WITH (10) SHARED DISPOSITIVE POWER 48,321,120 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,321,120 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.2% (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 12,267,565 EACH (9) SOLE DISPOSITIVE POWER REPORTING PERSON WITH (10) SHARED DISPOSITIVE POWER 12,267,565 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,267,565 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.0% (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 25,223,901 EACH (9) SOLE DISPOSITIVE POWER REPORTING PERSON WITH (10) SHARED DISPOSITIVE POWER 25,223,901 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,223,901 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.8% (14) TYPE OF REPORTING PERSON IC, CO -6- 7 ITEM 1. SECURITY AND ISSUER. This Amendment No. 15 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 and Amendment No. 14 to Schedule 13D dated September 3, 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 4, 1998, and September 11, 1998 AIG, through its subsidiary National Union, purchased 899,800 shares of Common Stock in open market transactions effected on the New York Stock Exchange at prices ranging from $24.0000 to $25.0000 per share. National Union's and each other AIG Sub's current ownership interests in the Company and the Common Stock are as shown in the following table: -7- 8
Percentage of Company Common Stock (and state of Outstanding domicile) Number of Shares (1) - --------------- ---------------- ------------ American Home 12,267,565 14.00 Assurance Company shares of Common (New York) Stock (2) Commerce & 5,414,827 shares of 6.18 Industry Common Stock Insurance Company (New York) New Hampshire 5,414,827 shares of 6.18 Insurance Company Common Stock (Pennsylvania) National Union 25,223,901 shares 28.79 Fire Insurance of Common Stock (3) Company of Pittsburgh, Pa. (Pennsylvania) ------ Total Common Shares 48,321,120 55.16%
- ----------------- (1) 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 issuable on conversion of the 200 shares of Series A Preferred Stock converted by American Home as described in this Item 5. -8- 9 (2) 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, 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 and 530,800 shares of Common Stock in open market transactions between July 29, 1998 and August 10, 1998. American Home purchased an additional 575,800 Shares of Common Stock in open market transactions effected on the New York Stock Exchange between August 11, 1998 and August 18, 1998. American Home gave notice and tendered certificates in respect of 200 shares of Series A Preferred Stock, on September 3, 1998 and September 4, 1998, respectively. Upon such conversion American Home became the holder of an additional 17,652 shares of Common Stock. -9- 10 (3) 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. 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. National Union purchased 1,132,800 shares of Common Stock in open market transactions effected on the New York Stock Exchange on August 19, 1998, 448,700 shares of Common Stock in open market transactions effected on the New York Stock Exchange between August 20, 1998 and August 25, 1998 and 471,700 shares of Common Stock in open market transactions effected on the New York Stock Exchange between August 26, 1998 and September 3, 1998. In addition, National Union purchased 899,800 shares of Common Stock in open market transactions effected on the New York Stock Exchange as follows:
DATE SHARES PRICE September 4, 1998 30,000 $25.0000 " 170,000 $24.8750 September 9, 1998 3,000 $24.0625 " 3,400 $24.1250 " 7,300 $24.2500 " 1,000 $24.1875 " 182,300 $24.5000 " 3,000 $24.0000 September 10, 1998 1,300 $24.3750 " 17,300 $24.4375 " 10,000 $24.5000 " 1,400 $24.6250 September 11, 1998 4,100 $24.3750 " 465,700 $24.5000
(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. 14 to Schedule 13D, except for the purchase by National Union between September 4, 1998 and September 11, 1998 of 899,800 shares of Common Stock as described above in footnote (3). -10- 11 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: September 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 -11- -----END PRIVACY-ENHANCED MESSAGE-----