<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.142-12
20TH CENTURY INDUSTRIES
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
20TH CENTURY INDUSTRIES
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
NOTICE OF 1995
ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
[LOGO]
20TH CENTURY INDUSTRIES
WOODLAND HILLS, CALIFORNIA 91367
DEAR SHAREHOLDER,
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS OF
20TH CENTURY INDUSTRIES ON THURSDAY, MAY 25, 1995 AT 10:00 A.M., AT THE MARRIOTT
HOTEL, 21850 OXNARD STREET, WOODLAND HILLS, CALIFORNIA.
DETAILS OF THE BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING ARE GIVEN IN
THE ATTACHED NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.
WHETHER OR NOT YOU PLAN TO ATTEND, IT IS IMPORTANT THAT YOUR SHARES BE
REPRESENTED AND VOTED AT THE MEETING. I THEREFORE URGE YOU TO SIGN, DATE AND
PROMPTLY RETURN YOUR PROXY CARD IN THE ENCLOSED SELF-ADDRESSED ENVELOPE, SO THAT
YOUR SHARES CAN BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS. YOU MAY ATTEND
THE ANNUAL MEETING AND VOTE IN PERSON, IF YOU SO DECIDE.
TICKETS FOR THE MEETING ARE NOT REQUIRED, THOUGH WE ASK THAT ATTENDEES SIGN
THE ATTENDANCE REGISTER PRIOR TO THE COMMENCEMENT OF THE MEETING.
ON BEHALF OF THE BOARD OF DIRECTORS, I WOULD LIKE TO EXPRESS OUR
APPRECIATION FOR YOUR CONTINUED INTEREST IN THE AFFAIRS OF THE COMPANY.
SINCERELY,
[SIG]
JOHN B. DE NAULT
CHAIRMAN OF THE BOARD
YOUR VOTE IS IMPORTANT
Please sign, Date and Return Your Proxy
Card
Promptly in the Enclosed Envelope.
<PAGE>
[LOGO]
20TH CENTURY INDUSTRIES
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 25, 1995
The Annual Meeting of Shareholders of 20TH CENTURY INDUSTRIES will be held
at the Marriott Hotel, 21850 Oxnard Street, Woodland Hills, California 91367, on
May 25, 1995 at 10:00 a.m. for the following purposes:
1. To elect nine directors.
2. To ratify the appointment of Ernst & Young as independent accountants
for 1995.
3. To approve the proposed 20th Century Industries' Stock Option Plan (the
Stock Option Plan).
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on April 12, 1995, as
the record date for the determination of those shareholders entitled to notice
of, and to vote at the meeting.
By Order of the Board of Directors,
JOHN R. BOLLINGTON
Secretary Woodland Hills, California
DATED: April 21, 1995
IMPORTANT
Whether or not you expect to attend in person, we urge you to sign, date,
and return the enclosed Proxy at your earliest convenience. This will ensure the
presence of a quorum at the meeting. PROMPTLY SIGNING, DATING, AND RETURNING THE
PROXY WILL SAVE THE COMPANY THE EXPENSE AND EXTRA WORK OF ADDITIONAL
SOLICITATION. An addressed envelope is enclosed for that purpose. Sending in
your Proxy will not prevent you from voting your stock at the meeting if you
desire to do so, as your Proxy is revocable at your option.
1
<PAGE>
[LOGO]
20TH CENTURY INDUSTRIES
6301 OWENSMOUTH AVENUE
WOODLAND HILLS, CALIFORNIA 91367
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 1995
GENERAL INFORMATION
The enclosed Proxy Statement and the accompanying Notice of Annual Meeting
and Proxy Card are solicited by the Board of Directors of 20th Century
Industries (the "Company") for use at the Annual Meeting of Shareholders to be
held on Thursday, May 25, 1995 at 10:00 a.m., at the Marriott Hotel, 21850
Oxnard Street, Woodland Hills, California 91367. These proxy materials are
proposed to be sent on or before April 25, 1995 to all shareholders of the
Company's common stock of record as of April 12, 1995. The Company's principal
executive office is located at 6301 Owensmouth Avenue, Woodland Hills,
California 91367.
All proxies, properly executed and returned, will be voted at the Annual
Meeting as directed by the shareholder. Any shareholder may revoke a proxy by
giving written notice to the Secretary of the Company, by submitting a
duly-executed proxy bearing a later date, or by voting in person at the meeting.
If no directions are indicated, the shares represented by the signed proxy will
be voted FOR the election of the nominees, FOR the appointment of Ernst & Young
as the independent accountants for 1995 and FOR the approval of the Company's
Stock Option Plan. The cost of the solicitation of these proxies is to be borne
by the Company.
Only shareholders of record of the Company's common stock at the close of
business on April 12, 1995 will be entitled to notice of and to vote at the
meeting. As of that date, 51,495,636 shares of common stock without par value of
20th Century Industries were outstanding. A quorum represented by a majority of
the outstanding shares of common stock, present in person or by proxy, is
necessary to conduct the meeting. In the election of directors, nominees
receiving the highest number of affirmative votes cast, up to the number of the
directors to be elected, are elected. Each share is entitled to one vote on all
matters except for the election of directors. In electing directors, each
shareholder is entitled to that number of votes which is equal to the number of
shares held multiplied by the number of directors to be elected. If notice of
intention to
2
<PAGE>
cumulate votes is given by any shareholder, all shareholders may cumulate their
votes and give one nominee all of those votes, or they may distribute the votes
among as many nominees as the shareholder deems fit.
If there are nominees other than those designated by the Board of Directors,
the proxy holders have discretionary authority to cumulate votes, which they
will do through instructions from the Board, with the objective of electing as
many of the nominees of the Board of Directors as possible. The effect of the
decision of the proxyholders to exercise their discretionary authority to
cumulate votes will be to make it more difficult for nominees, other than those
designated by the Board of Directors, to be elected.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Board of Directors recommends the election of the nine nominees named in
this Proxy Statement to hold office until the next Annual Meeting and until
their successors are elected and qualified. All of the nominees, except William
L. Mellick and Gregory M. Shepard, are members of the present Board and were
elected at the last annual meeting of shareholders. Three current Directors,
Neil H. Ashley, Rex J. Bates and Wayne F. Horning, have decided not to seek re-
election. The remaining positions on the Board of Directors are held by Robert
M. Sandler and Howard I. Smith. Mr. Sandler and Mr. Smith were appointed to the
Board by the holders of the Series A Preferred Stock, pursuant to authority
granted in the Series A Preferred Stock Certificate of Determination and the
Investment and Strategic Alliance Agreement between the Company and American
International Group, Inc., as approved by the common shareholders on December
15, 1994.
It is intended that the accompanying proxy will be voted in favor of the
following persons to serve as directors unless the shareholder indicates to the
contrary on the proxy. Management expects that each of the nominees will be
available for election, but if any of them is not a candidate at the time the
election occurs, it is intended that such proxy will be voted for the election
of another nominee to be designated by the Board of Directors to fill any such
vacancy. The proxy may not be voted for more than nine nominees.
3
<PAGE>
NOMINEES FOR BOARD OF DIRECTORS
<TABLE>
<S> <C> <C>
JOHN B. DE NAULT Director since 1956. Age 76
Chairman of the Board of the Company. He previously
served as Vice Chairman of the Board from 1971 to
December 15, 1994. He is an investor, maintaining
offices in Los Angeles, California and is the father
of Director John B. De Nault, III.
Mr. De Nault currently serves as a director of Roaring
Camp & Big Trees Narrow Gauge Railroad, and Liberty
Bank.
LOUIS W. FOSTER Director since 1956. Age 82
Chairman Emeritus and Founder of 20th Century
Industries and Subsidiaries. He served as Chief
Executive Officer until August 31, 1993. He retired as
Chairman of the Board on December 15, 1994. He is the
father of Director R. Scott Foster, M.D.
STANLEY M. BURKE Director since 1982. Age 59
Certified Public Accountant with offices in Los
Angeles, California.
JOHN B. DE NAULT, III Director since 1988. Age 47
Investor with offices in Los Angeles, California. He
is the son of Director John B. De Nault.
He currently serves as a director of Liberty Bank.
R. SCOTT FOSTER, M.D. Director since 1986. Age 54
Ophthalmologist in Stockton, California. He is the son
of Director Louis W. Foster.
RACHFORD HARRIS Director since 1956. Age 82
Retired since 1989. He previously served as a
Financial Consultant with Shearson Lehman Brothers
Inc.
WILLIAM L. MELLICK New Nominee. Age 53
Chief Executive Officer, President and Chief Operating
Officer of the Company. Mr. Mellick joined 20th
Century Industries and Subsidiaries in 1979, and at
various times has served as Vice-President, Senior
Vice President and Group Vice President. He assumed
the positions of Chief Operating Officer and Executive
Vice President in 1993, became President in 1994 and
Chief Executive Officer on March 1, 1995.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C>
GREGORY M. SHEPARD New Nominee. Age 39
President and Director of Union Insurance Group, Union
Automobile Insurance Company, American Union Life
Insurance Company and Prairie States Farmers Insurance
Company, of Bloomington, Illinois.
ARTHUR H. VOSS Director since 1963. Age 75
Chairman of Voss International Corporation, an
Exporter and Importer in Long Beach, California.
</TABLE>
Each Director will also serve as Director of 20th Century Insurance Company and
21st Century Casualty Company.
DIRECTORS OTHER THAN THE NOMINEES
Current directors of the Company, other than the nominees are as follows:
<TABLE>
<S> <C> <C>
NEIL H. ASHLEY Director since 1987 Age 72
Served as Chief Executive Officer from September 1,
1993 until March 1, 1995. Mr. Ashley joined the
Company in 1983 as Group Vice President and General
Counsel, served as President and Chief Operating
Officer from 1986 to 1989, and was an Attorney at Law
for the legal firm of Slutes, Sakrison, Even, Grant
and Pelander in Tucson, Arizona from 1989 to August
31, 1993. He returned to the firm on March 2, 1995.
REX J. BATES Director since 1991. Age 71
Retired since 1991. For many years he served as Vice
Chairman of the Board, Financial Vice President and
Chief Investment Officer of State Farm Mutual
Automobile Insurance Company.
WAYNE F. HORNING Director since 1956. Age 79
Retired since 1981. He previously served as President
of Inboard Marine Inc., El Monte, California.
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
ROBERT M. SANDLER Director since 1994 Age 52
Senior Vice President, Senior Casualty Actuary and
Senior Claims Officer of American International Group,
Inc. (AIG) located in New York, N.Y. Mr. Sandler is
also Chairman of American International Underwriters,
AIG's overseas property-casualty operation.
HOWARD I. SMITH Director since 1994 Age 50
Senior Vice President and Comptroller of American
International Group, Inc. (AIG) located in New York,
N.Y.
Mr. Smith currently serves as a director of
Transatlantic Holdings, Inc.
</TABLE>
Directors Sandler and Smith were elected by the holders of the Series A
Preferred Stock, pursuant to the terms of the Series A Preferred Stock
Certificate of Determination, and the Strategic Alliance and Investment
Agreement. Directors Ashley, Bates and Horning chose not to stand for reelection
as Directors. Their terms will expire on May 25, 1995.
EXECUTIVE OFFICERS
The following is information concerning the executive officers of the
Company.
<TABLE>
<CAPTION>
HAS SERVED AS
AN OFFICER
OFFICERS OF THE COMPANY AGE SINCE BUSINESS BACKGROUND
- ------------------------ --- ------------- -----------------------------------------------------------
<S> <C> <C> <C>
William L. Mellick 53 1979 Chief Executive Officer, President and Chief Operating
Officer. Mr. Mellick joined the Company in 1979 as
Vice-President of Operations, was promoted to Senior Vice
President in 1986 and to Group Vice President in 1989. He
assumed the positions of Chief Operating Officer and
Executive Vice President in 1993, became President in 1994
and Chief Executive Officer on March 1, 1995.
Richard A. Andre 45 1988 Vice President, Human Resources. Before joining the Company
in June 1988, Mr. Andre was with Fidelity National Title
Insurance Company. Prior to that time he was with Safeco
Corporation where he held a variety of positions including
Vice President of Personnel for Safeco Title Insurance
Company.
John R. Bollington 59 1991 Senior Vice President, General Counsel and Secretary. Mr.
Bollington joined the Company in 1975, serving as managing
counsel of the Company's Legal Department from 1975 to
1991.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
HAS SERVED AS
AN OFFICER
OFFICERS OF THE COMPANY AGE SINCE BUSINESS BACKGROUND
- ------------------------ --- ------------- -----------------------------------------------------------
<S> <C> <C> <C>
Margaret Chang 57 1982 Treasurer and Assistant Secretary. Ms. Chang has been
employed by the Company since February 1966, serving in
various capacities with accounting responsibilities prior
to being elected Treasurer and Assistant Secretary in
November 1982.
Teresa K. Colpo 46 1993 Vice President, Marketing. Ms. Colpo joined the Company in
1984 as Marketing Service Manager and has served as
Assistant Vice President. Previously, Ms. Colpo held
several positions at California Casualty Insurance Group,
including policy service supervisor and district sales
manager.
William G. Crain 56 1981 Vice President, Administrative Services. Mr. Crain joined
the Company in October, 1981. From July, 1976 to October,
1981 he served as the Regional Material Damage Manager for
United Services Automobile Association.
William M. Dailey, Jr. 51 1987 Vice President, Information Services. Mr. Dailey joined the
Company in October 1987. Previously, he was employed by
Allstate Insurance Company for over 20 years, holding a
variety of positions including Claims Operation Director
and Systems Development Director.
Richard A. Dinon 50 1986 Senior Vice President, Corporate Relations. Mr. Dinon
joined the Company in July 1983 as a manager of training.
He later was named Assistant Vice President in Corporate
Relations and was elected to the position of Vice
President, Corporation Relations in June 1986.
Paul F. Farber 43 1989 Senior Vice President, Claims. Mr. Farber joined the
Company in January 1984. Prior to his promotion to his
current position in January 1995, he held positions in
Claims, Marketing and Operations, serving as Vice President
of Operations from 1989 to 1995.
Richard L. Hill 42 1993 Vice President, Corporate Relations. Mr. Hill joined the
Company in 1979, serving in numerous technical,
administrative and management positions. He has held the
position of Assistant Vice President in both Claims and
Corporate Relations.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
HAS SERVED AS
AN OFFICER
OFFICERS OF THE COMPANY AGE SINCE BUSINESS BACKGROUND
- ------------------------ --- ------------- -----------------------------------------------------------
<S> <C> <C> <C>
Charles I. Petit 49 1991 Vice President, Chief Financial Officer and Chief Actuary.
Mr. Petit joined the Company in June 1991. From 1987 to
1991 he served as a Senior Consultant for Coopers &
Lybrand. From 1983 to 1986 he was Associate Actuary for
John Deere Insurance Company and from 1970 to 1982 for
Transamerica Insurance Company.
Rickard F. Schutt 47 1992 Vice President, Operations. Mr. Schutt joined the Company
in 1982 as Underwriting manager and was promoted to
Assistant Vice President in 1986. He served as Vice
President of Underwriting from January 1992 until January
1995, when he assumed responsibility for Operations.
Dean E. Stark 41 1993 Vice President, Claims. Mr. Stark joined the Company in
1979 and served in numerous claim positions including
Assistant Vice President. He has 19 years of experience in
the insurance industry.
</TABLE>
Each Officer serves at the pleasure of the Board of Directors. There is no
person chosen to be an executive officer who is not listed above.
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
The business of the Company is managed under the direction of the Board of
Directors. The Board meets on a regularly scheduled basis during the year to
review significant developments affecting the Company and to act on matters
requiring Board approval. It also holds special meetings when an important
matter requires Board action between scheduled meetings. Due to the
extraordinary events occurring in 1994, the Board of Directors met fourteen
times during the year. Each Board Member, except R. Scott Foster, M.D.,
participated in at least 75% of all the meetings of the Board and Committees of
the Board on which he served. Dr. Foster participated in more than 70% of
meetings of the Board and Committees of the Board on which he served.
The Board of Directors had seven standing committees, identified below, in
1994. The Company does not have a standing nominating committee. The functions
of a nominating committee are performed by the Board as a whole.
AUDIT COMMITTEE. The Audit Committee, which met twice during 1994,
recommends to the Board of Directors the appointment of the firm selected to be
independent public accountants for
8
<PAGE>
the Company, reviews the Company's procedures and accounting objectives, reviews
and approves the findings and reports of the independent public accountants, and
makes recommendations and reports to the Board of Directors as it deems
appropriate. Members of the Committee were Rex J. Bates, Stanley M. Burke and
John B. De Nault.
KEY EMPLOYEE INCENTIVE COMMITTEE. The Key Employee Incentive Committee,
which met once during 1994, is empowered to make recommendations to the Board of
Directors pertaining to any benefit plan in which the Officers and Directors of
the Company are eligible to participate. Members of the Committee were Neil H.
Ashley, Rex J. Bates, Stanley M. Burke, John B. De Nault, John B. De Nault, III,
Louis W. Foster, R. Scott Foster, M.D., Rachford Harris, Wayne F. Horning, and
Arthur Voss.
INVESTMENT COMMITTEE. The Investment Committee, which met four times during
1994, is empowered to make recommendations to the Board on investment matters.
Members of the Committee were Neil H. Ashley, Rex J. Bates, and John B. De
Nault.
COMPENSATION COMMITTEE. The Compensation Committee met twice last year. The
Compensation Committee reviews and approves compensation policies and makes
recommendations regarding executive compensation to the Board of Directors. No
member of the Committee is a former or current officer or employee of the
Company or any of its subsidiaries. Members of the Committee were Rex J. Bates,
Stanley M. Burke, John B. De Nault.
EXECUTIVE COMMITTEE. The Executive Committee, which met three times during
1994, is empowered to act in lieu of the Board of Directors and may exercise all
the powers of the Board of Directors except those powers reserved to the Board
by law. The members were Neil H. Ashley, Rex J. Bates, John B. De Nault, and R.
Scott Foster, M.D.
MANAGEMENT SUCCESSION COMMITTEE. The Management Succession Committee, which
was formed in August 1993, met once in 1994. It was empowered to proceed with
the executive search to locate a new Chief Executive Officer. The members were
Neil H. Ashley, John B. De Nault, Louis W. Foster and Rachford Harris. The
Committee is now dissolved.
CAPITAL AUGMENTATION COMMITTEE. The Capital Augmentation Committee, which
was formed in September 1994, is empowered to seek, respond to and analyze
proposals to increase the capital of the Company. The members were Rex J. Bates,
Neil H. Ashley, and John B. De Nault. This committee met twice in 1994.
9
<PAGE>
COMPENSATION OF DIRECTORS
For 1994, each outside Director of the Company received an annual
remuneration of $15,000. All Directors received $1,250 for each attended meeting
of the Board of Directors. In addition, each Committee member received $1,250
for each attended meeting of a standing committee, if otherwise entitled. No
director is entitled to more than $1,250 for any calendar day, regardless of the
number of meetings attended on that day.
BENEFICIAL OWNERSHIP OF SECURITIES
PRINCIPAL SHAREOWNERS
The following table lists the beneficial ownership of each person or group
who owned, to the Company's knowledge, more than five percent of any class of
its outstanding voting securities.
<TABLE>
<CAPTION>
SERIES A
COMMON STOCK PREFERRED STOCK
------------------------ -----------------------
AMOUNT AND AMOUNT AND
NATURE OF PERCENT NATURE OF
NAME AND ADDRESS OF BENEFICIAL OF CLASS BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP (5) OWNERSHIP OF CLASS
- ------------------------------------------------------- ------------- --------- ------------ ---------
<S> <C> <C> <C> <C>
American International Group Inc. 20,317,475 28.65% 220,000 100%
and its subsidiaries (1)
70 Pine Street,
New York, New York 10270
Union Automobile Insurance Co. 4,850,000 6.84% 0 --
and its subsidiary, American Union Life Insurance
Company (2)
303 East Washington Street
Bloomington, IL 61701
Louis W. Foster (3) 4,725,696 6.66% 0 --
6301 Owensmouth Avenue
Woodland Hills, CA 91367
John B. De Nault (4) 4,362,000 6.15% 0 --
3314 Motor Avenue
Los Angeles, CA 90034
<FN>
- ------------------------
(1) Series A Preferred Stock held by American International Group Inc. is
convertible into 19,417,475 shares of common stock. The number of shares of
common stock shown as beneficially owned by American International Group
includes shares of common stock issuable upon conversion of preferred
stock, and 900,000 shares of common stock currently owned.
</TABLE>
10
<PAGE>
<TABLE>
<S> <C>
(2) This information was provided by the Union Automobile Insurance Company.
SEC report filed on Schedule 13G dated February 13, 1995.
(3) Mr. Foster had sole voting power over 4,725,696 shares.
(4) Refer to footnote 2 of Management ownership below.
(5) The "Percent of Class" column for common stock is calculated based upon a
total of 70,913,711 shares, reflecting an increase in the number of common
shares by the conversion value of the American International Group Inc.
outstanding Series A Preferred Stock.
</TABLE>
11
<PAGE>
MANAGEMENT OWNERSHIP
The following table sets forth information regarding the beneficial
ownership of the Company's common stock by directors including the Company's
Chief Executive Officer, the four other highest paid executive officers, and the
directors and officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
TITLE OF BENEFICIAL OWNERSHIP PERCENT
CLASS NAMES (1) OF CLASS (11)
- --------------------------------------------- ---------------------- -----------------
<S> <C> <C> <C>
Common John B. De Nault 4,362,000(2) 6.15 %
Common Neil H. Ashley 1,157(5) *
Common Rex J. Bates 320,000 *
Common Stanley J. Burke 16,000 *
Common James O. Curley 12,146 *
Common John B. De Nault, III 1,573,700 (2)(3 2.22 %
Common Louis W. Foster 4,725,696 6.66 %
Common R. Scott Foster, M.D 318,996 *
Common Rachford Harris 966,313(4) *
Common Wayne F. Horning 555,418 *
Common Robert M. Sandler -0- --
Common Gregory M. Shepard 4,850,000(9) 6.84 %
303 East Washington Street
Bloomington, IL 61701
Common Howard I. Smith -0- --
Common Arthur H. Voss 426,500 *
Common William L. Mellick 42,426(6) *
Common Paul S. Castellani 29,843(10) *
Common John R. Bollington 50,277(7) *
Common William M. Dailey, Jr. 13,960(8) *
Common All Directors and Officers 18,432,171 25.99 %
as a Group (28 persons)
<FN>
- ------------------------
* Less than 1%
(1) Under the rules of the Securities and Exchange Commission (the "SEC"), a
person is deemed to be a beneficial owner of a security if he or she has or
shares the power to vote or to direct the voting of such security, or the
power to dispose or to direct the disposition of such security. A person is
also deemed to be a beneficial owner of any securities of which that person
has the right to acquire beneficial ownership within 60 days, as well as
any securities
</TABLE>
12
<PAGE>
<TABLE>
<S> <C>
owned by such person's spouse, children or relatives living in the same
household. Accord-
ingly, more than one person may be deemed to be a beneficial owner of the
same securities. Unless otherwise indicated by footnote, the named
individuals have sole voting and investment power with respect to the
shares held by them.
(2) John B. De Nault and John B. De Nault, III share voting and investment
power on 408,000 shares for which they are both considered beneficial
owners.
(3) Excludes 800 shares held by the wife of John B. De Nault, III as to which
he has no voting or investment power, and for which he disclaims beneficial
ownership.
(4) Excludes 14,400 shares held by the wife of Rachford Harris, as to which he
has no voting or investment power, and for which he disclaims beneficial
ownership.
(5) 1,157 shares purchased through Savings and Security Plan 401(K).
(6) Includes 3,104 shares held in Company Restricted Shares Plan which can be
voted by participant but cannot be disposed of until vested.
(7) Includes 2,986 shares held in Company Restricted Shares Plan which can be
voted by participant but cannot be disposed of until vested and includes
342 shares purchased through Savings and Security Plan 401(K).
(8) Includes 2,772 shares held in Company Restricted Shares Plan which can be
voted by participant but cannot be disposed of until vested.
(9) Mr. Shepard is President of Union Automobile Insurance Company and its
subsidiary, both of which are Company shareholders.
(10) Mr. Castellani retired from the Company, effective January 1, 1995.
(11) The "Percent of Class" column is calculated based upon a total of
70,913,711 shares, reflecting an increase in the number of common shares by
the conversion value of the American International Group Inc. outstanding
Series A Preferred Stock.
</TABLE>
13
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation
paid during each of the Company's last three years to the Company's Chief
Executive Officer, one former executive, and each of the Company's four other
most highly compensated executive officers, based on salary and bonus earned
during 1994.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION (8)
-------------------------------
ANNUAL COMPENSATION AWARDS
--------------------------------------------------- -------------------------------
OTHER ANNUAL RESTRICTED ALL OTHER
NAME AND SALARY BONUS COMPENSATION STOCK AWARDS COMPENSATION
PRINCIPAL POSITION YEAR ($) (1) ($) ($) (6) ($)(9) ($) (7)
- ------------------------- --------- --------- ------------ --------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Neil H. Ashley 1994 621,250 100,000(2) 16,500 -- 22,722
CEO and Director 1993 215,000 200,000 7,513 -- 8,907
1992 17,000 -- -- -- --
James O. Curley (4) 1994 398,604 -- 12,917 -- 11,250
1993 365,000 60,000 15,500 360,000 10,777
1992 280,000 60,000 13,225 -- 10,578
William L. Mellick (5) 1994 200,000 32,500(3) 13,200 -- 10,098
President and COO 1993 170,000 65,000 12,992 -- 9,395
1992 160,000 55,000 10,700 160,000 9,023
Paul S. Castellani 1994 170,000 30,000(3) 13,700 170,000 18,522
Group V.P. 1993 160,000 60,000 13,200 -- 12,782
1992 150,000 55,000 12,200 -- 12,162
John R. Bollington 1994 172,000 25,000(3) 13,200 -- 11,124
General Counsel, 1993 163,000 50,000 13,200 -- 10,495
Sr. V.P. & Secretary 1992 154,000 45,000 12,262 154,000 10,254
William M. Dailey, Jr. 1994 137,000 22,500(3) 12,700 -- 9,015
V.P. Information 1993 130,000 45,000 12,700 130,000 8,703
Services 1992 125,000 40,000 12,700 -- 7,680
<FN>
- ------------------------
(1) Includes the fees paid for attending the Board Meetings and unused accrued
vacation paid to James O. Curley.
(2) Cash bonus earned.
(3) Non-cash award through the Restricted Shares Plan granted and vested in
January 1995.
(4) Mr. Curley resigned as President and Director, effective October 31, 1994.
</TABLE>
14
<PAGE>
<TABLE>
<S> <C>
(5) Mr. Mellick became Chief Executive Officer, effective March 1, 1995.
(6) Company owned automobile allowance.
(7) Includes the following other compensation for each named executive.
(a) Imputed income of group term life in excess of $50,000
(b) Deferred employer's contribution for 401(k) plan.
</TABLE>
<TABLE>
<CAPTION>
(A) (B) TOTAL
--------- --------- ---------
<S> <C> <C> <C>
Neil H. Ashley..................................... $ 15,792 $ 6,930 $ 22,722
James O. Curley.................................... 4,320 6,930 11,250
William L. Mellick................................. 3,168 6,930 10,098
Paul S. Castellani................................. 11,592 6,930 18,522
John R. Bollington................................. 4,194 6,930 11,124
William M. Dailey, Jr.............................. 2,085 6,930 9,015
--------- --------- ---------
$ 41,151 $ 41,580 $ 82,731
<FN>
(8) During 1994 there were no Long-Term Compensation Awards of options Stock
Appreciation Rights ("SARs"), nor were there any Long-Term Incentive Plan
("LTIP") payouts.
(9) Grants are for a five year period, vesting at 20% per year. During the
restriction period, participants receive dividends on and may vote the
shares. The following table sets forth the restricted stock portfolio
information and the Vesting Schedule for the named executives.
</TABLE>
RESTRICTED STOCK PORTFOLIO VESTING INFORMATION
FOR NAMED EXECUTIVES
<TABLE>
<CAPTION>
PERCENT
VALUE
AS OF
SHARES VESTING IN BALANCE 12/31/94
DATE SHARE AWARD --------------------------------- AS OF FMV $10 1/2
GRANTED GRANTED VALUE 95 96 97 98 99 12/31/94 P.S.
------- ------- -------- ----- ----- ----- ----- ----- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Neil H. Ashley -- -- -- -- -- -- -- -- -- --
James O. Curley 1/4/93 12,800 $360,000 -- -- -- -- -- -- --
William L. Mellick 1/2/92 7,760 $160,000 1,552 1,552 1,552 -- -- 4,656 $ 48,888
Paul S. Castellani 1/3/94 6,210 $170,000 1,242 1,242 1,242 1,242 1,242 6,210 * $ 65,205
John R. Bollington 1/2/92 7,465 $154,000 1,493 1,493 1,493 -- -- 4,479 $ 47,030
William M. Dailey
Jr. 1/4/93 4,620 $130,000 924 924 924 924 -- 3,696 $ 38,808
</TABLE>
* Paul S. Castellani retired from the Company effective January 1, 1995. The
balance of 4,968 shares vesting after 1995 were forfeited and returned to
the Restricted Shares Plan.
15
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE
MANAGEMENT COMPENSATION
The Compensation Committee was established by the Board of Directors in
1993. The Committee met twice in 1994 to consider base salaries and bonuses for
Chief Executive Officer Neil H. Ashley, and all other officers. The Compensation
Committee's recommendations were reviewed and approved by the Board of
Directors.
GENERAL COMPENSATION POLICY
The Board of Director's fundamental policy has been to offer the Company's
executive officers competitive compensation opportunities based substantially
upon their contribution to the financial success of the Company, and upon their
personal performance. In line with this policy, each individual officer's
compensation package, other than that of the chief executive officer, is
comprised of three elements: (i) base salary designed primarily to be
competitive with relevant salary levels in the industry, (ii) for fiscal year
1994 only, annual variable stock awards, based upon subjective evaluation of
individual performance not tied to specific company performance goals, and (iii)
long-term stock awards which strengthen the mutuality of interest between
executive officers and the Company's stockholders. In light of changes in the
Company's financial circumstances arising from the impact of the Northridge
earthquake, the general compensation policy is currently under review.
In February 1995, the Committee concluded that a stock option plan would
improve the linkage between shareholder value and executive compensation. The
Committee therefore recommended to the Board of Directors the adoption of a 20th
Century Industries' Stock Option Plan and the submission of such a plan to the
shareholders for approval. (See Proposal No. 3). If approved by shareholders,
the plan will provide long term incentives based primarily on growth in the
market value of the Company's common shares.
Several of the more important factors which the Board considered in
establishing the components of each executive officer's compensation package for
the 1994 fiscal year are summarized below. The Compensation Committee may
consider different factors, particularly quantitative measures of financial
performance, in setting executive compensation for future fiscal years.
BASE SALARY. Base Salary for each officer is set subjectively, after
reviewing salary levels in effect for comparable positions in the market place,
personal performance and internal comparability considerations. The Company uses
salary survey information to assign a salary grade range to each position,
including the executive officers. Salary range midpoints are targeted at the
50th percentile of like business enterprises in the same geographic area, if
possible. Salary recommendations for the year were based in part upon salary
survey information published by the National Association of Independent Insurers
and Sibson & Company. The Committee believes that data provided by these groups
present a broadly based cross-section of insurance company compensation
practices. Individual salary adjustments for executive officers were based upon
16
<PAGE>
analysis of base salary levels, effectiveness of performance, changes in job
responsibilities and a subjective assessment of their personal contributions to
the effectiveness of the organization as a whole. All of the factors enumerated
were applied in a non-quantitative manner to establish an executive officer's
base salary. The peer group examined when establishing these compensation levels
is different from the industry group utilized in the Stockholder Return
Performance Graph diagrammed below.
ANNUAL INCENTIVE COMPENSATION. For fiscal year 1994, no cash bonuses were
paid except to CEO Neil H. Ashley. Mr. Ashley was awarded $100,000, or 50
percent of the bonus paid for fiscal year 1993. Among the Compensation
Committee's principal considerations in determining annual incentive
compensation for fiscal year 1994 were the financial effect and operational
ramifications of the January 17, 1994 Northridge earthquake on the Company. The
Committee took into account the extraordinary demands that the earthquake placed
upon executives' time, both in sustaining operations and in dealing with the
resulting financial crises.
The Committee further determined that recognition of executive officer
contributions during the unique conditions brought on by the Northridge
earthquake, and the retention of those officers in order to rebuild the Company
were desirable. In 1995, an annual incentive compensation award of Company stock
from the Restricted Shares Plan was granted to executive officers, other than
the chief executive officer, generally in an amount equivalent to 50 percent of
cash bonuses paid for fiscal year 1993. The awards were based in part upon
subjective evaluations of the officer's performance and contributions to the
Company, and varied by individual executive.
LONG-TERM INCENTIVE COMPENSATION. The Board of Directors grants Restricted
Stock Awards to executive officers consistent with a policy designed to align
the interests of executive officers with those of the shareholders. The grants
provide the executives with a significant incentive to manage the Company from
the perspective of an owner with an equity stake in the Company. The number of
shares subject to each grant is based on the officer's salary level on the grant
date, as reflected in Restricted Shares Plan guidelines. Prior awards are not
considered when a new grant is awarded. A grant of stock vests 20 percent per
year, provided the officer continues his or her employment with the Company.
CEO COMPENSATION. Neil H. Ashley's base salary remained unchanged from
1993. That salary was established in negotiations with the Company prior to his
acceptance of the chief executive officer post in August of 1993. He was awarded
no long-term incentive compensation, but was given a cash bonus of $100,000 for
his special contributions towards preserving the Company's financial integrity,
and his efforts in bringing about an orderly management transition. Mr. Ashley's
compensation was not tied to the attainment of any specific performance levels.
The Company has reviewed Section 162(m) of the Internal Revenue Code which
does not permit the deductibility of applicable employee remuneration to a
company's chief executive officer and each of the four highest compensated
executive officers to the extent such compensation exceeds $1,000,000 for any
individual, and does not otherwise qualify for an exception under
17
<PAGE>
the statute. As the Summary Compensation Table above indicates, no executive
officer's compensation exceeded $1,000,000 in 1994. The Compensation Committee
continues to evaluate the advisability of qualifying the deductibility of such
executive compensation in the future. No performance goals have yet been
recommended to the Board of Directors.
Submitted by the Compensation
Committee
20th Century Industries
John B. De Nault
Rex J. Bates
Stanley M. Burke
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As indicated above, the Company's Compensation Committee consists of Rex J.
Bates, Stanley M. Burke and John B. De Nault. None is an employee of 20th
Century Industries. Mr. Neil H. Ashley, Director and Chief Executive Officer,
also participated in deliberations concerning executive officer compensation but
did not vote for his own compensation. Mr. Ashley previously served as President
of the Company from September 1, 1986 to June 30, 1989 and as Group Vice
President and General Counsel from April 1, 1983 to August 31, 1986.
18
<PAGE>
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total stockholder
return on the Company's Common Stock against the cumulative total return of the
Standard & Poor's 500 Stock Index and the Standard & Poor's Property & Casualty
Insurance Index for the period of five years commencing December 31, 1990 and
ending December 31, 1994. The graph and table assume that $100 was invested on
December 31, 1989 in each of the Company's Common Stock, the Standard & Poor's
500 Stock Index and the Standard & Poor's Property & Casualty Insurance Index,
and that all dividends were reinvested. This data was furnished by Star
Services, Inc.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG 20TH CENTURY INDUSTRIES, THE
S&P 500 INDEX, AND THE S&P PROPERTY & CASUALTY INSURANCE INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
20th Century 100 127 191 266 261 101
S&P 500 100 97 126 136 150 152
S&P P&C 100 98 122 143 141 148
</TABLE>
19
<PAGE>
RETIREMENT PLANS
PENSION PLAN
The Company's Pension Plan is a noncontributory defined benefit plan for all
regular employees under which normal retirement is at age 65 and early
retirement can be elected by any participant who has reached age 55 and has at
least 10 years of service. The plan, subject to certain maximum and minimum
provisions, bases pension benefits on an employee's career average compensation
and length of service. The annual pension benefit payable upon normal retirement
is equal to the sum of the accruals for each year a participant was in the plan.
At retirement, the participant has various life and annuity contingent
payment elections. For purposes of this plan, compensation includes base annual
salary plus overtime and bonuses. These pension benefits serve as an offset in
calculating benefits for the named executives under the Supplemental Executive
Retirement Plan.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Employees nominated by the Chief Executive Officer and approved by the Board
of Directors are eligible to participate in the Supplemental Executive
Retirement Plan. The plan is a nonqualified defined benefit plan under which
normal retirement is age 65 with at least 5 years of service, and early
retirement can be elected by any participant who has reached age 55 with at
least 10 years of service. The annual retirement benefit payable is equal to 60%
of the participant's final average compensation during the three years preceding
retirement, reduced by the participant's benefit under the Pension Plan and 50%
of the participant's social security benefit. At retirement, the participant may
choose a 15 year certain, or 100% Joint and Survivor election.
The table below sets forth the benefit payable from the Pension Plan and
Supplemental Executive Retirement Plan, and one half of the Social Security
benefit (assuming the recipient is entitled to the age 65 Social Security
benefit).
<TABLE>
<CAPTION>
FINAL NUMBER OF YEARS OF SERVICE
AVERAGE ------------------------------
COMPENSATION 5 10 15 OR MORE
- ------------ -------- -------- ----------
<S> <C> <C> <C>
$150,000 $ 45,000 $ 67,500 $ 90,000
200,000 60,000 90,000 120,000
250,000 75,000 112,500 150,000
300,000 90,000 135,000 180,000
350,000 105,000 157,500 210,000
400,000 120,000 180,000 240,000
450,000 135,000 202,500 270,000
500,000 150,000 225,000 300,000
</TABLE>
Any deduction for Social Security or other offset has already been taken
into account.
20
<PAGE>
As set forth above, compensation used in calculating the Pension and SERP
retirement benefit includes annual base salary plus overtime and bonuses. This
compensation will approximate and fall within 10% of the total of 1992 through
1994 salary and bonus amounts shown in the Summary Compensation Table for the
listed individuals.
The credited years for the named individuals in the summary compensation
table are Neil H. Ashley -- 6 years; William Mellick -- 15 years; Paul S.
Castellani -- 11 years, John R. Bollington -- 19 years and William M. Dailey, Jr
- -- 7 years.
Neil Ashley, formerly retired from 20th Century Industries, was reemployed
as Chief Executive Officer and served as such in 1994. He is entitled to an
annual Pension Plan benefit of $12,720. During 1994, Mr. Ashley's Pension Plan
benefit was reduced by $3,181 in compliance with the rehire provision of the
Company's Pension Plan document. Mr. Ashley also received an annual Supplemental
Executive Retirement Plan benefit of $108,150.
20TH CENTURY INDUSTRIES RESTRICTED SHARES PLAN
The shareholders at their meeting held on May 25, 1982 approved the 20th
Century Industries Restricted Shares Plan. Pursuant to the Plan, the Board of
Directors established a committee of its members entitled the Key Employee
Incentive Committee (the "Committee") to designate the participants in the Plan,
the amount of benefits thereunder, and to otherwise administer the Plan. Members
of the Committee are not eligible for benefits under the Plan. Designation of an
employee for benefits under the Restricted Shares Plan does not necessarily
entitle the employee to benefits under any other Company benefit plan.
In general, the shares granted are restricted for a period of five years,
retroactive to the first day of the year of grant. If the employment of the
participant is terminated within the five year period, he or she will forfeit
20% of the shares granted, multiplied by the number of years during the
restricted period that the participant was not employed by the Company. Any
shares forfeited may be regranted to an existing participant or any other
employee eligible to be designated as a participant. Except for the possibility
of forfeiture, the participants have, during the restricted period, all of the
other rights of a shareholder including the right to receive dividends and the
right to vote the shares.
The Plan does not create any right of any employee or class of employees to
receive a grant, nor does it create in any employee or class of employees any
right with respect to continuation of employment by the Company.
COMPLIANCE WITH SECTION 16(A) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
The Company's executive officers, directors and 10% stockholders are
required under the Securities Exchange Act of 1934 to file reports of ownership
and changes in ownership with the Commission. Copies of these reports must also
be furnished to the Company.
21
<PAGE>
Based solely on a review of copies of such reports furnished to the Company
through the date hereof, or written representations of such officers, directors
or stockholders that no reports were required, the Company believes that during
1994 all filing requirements applicable to its officers, directors and
stockholders were complied with in a timely manner except as follows: Mr. John
B. De Nault III failed to file a timely report on the purchase of 3,000 shares
of the Company's common stock on April 4, 1994.
INDEPENDENT ACCOUNTANTS
(PROPOSAL 2)
The Board of Directors has approved a resolution retaining Ernst & Young,
Certified Public Accountants as its independent accountants for 1995. Ernst &
Young has audited the Company's financial statements since 1991. The appointment
was recommended by the Audit Committee. It is intended that unless otherwise
directed by the shareholders, proxies will be voted for the ratification of this
appointment.
Representatives of Ernst & Young are expected to be present at the Annual
Meeting to make, if they desire, a statement and to be available to respond to
appropriate questions.
APPROVAL OF THE COMPANY'S STOCK PLAN
(PROPOSAL 3)
On April 6, 1995 the Board of Directors, upon the recommendation of the
Compensation Committee, adopted the Company's 1995 Stock Option Plan
(hereinafter "Plan" or "Stock Option Plan"). The purpose of the Plan is to
enable the Company and its subsidiaries to attract, retain and motivate
employees designated as key employees by providing for or increasing the
proprietary interests of such employees in the Company and to enable the Company
to attract, retain and motivate its nonemployee directors and further align
their interests with those of the Company's shareholders by providing for or
increasing the proprietary interest of such directors in the Company. The Plan
is intended as a supplement to the Restricted Shares Plan previously approved by
shareholders in 1982. Any person, including any director of the Company, who is
an employee of the Company or any of its subsidiaries (an "Employee") is
eligible to be considered for the grant of options under the Plan. The Plan also
provides for the automatic grant of options to directors of the Company who are
not employees ("Nonemployee Directors").
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PLAN.
The Plan's summary below does not purport to be complete, and is qualified
in its entirety by reference to the Plan's entire text which is reprinted as
Appendix A to this Proxy Statement. Shareholders are urged to read the Plan in
its entirety.
22
<PAGE>
GENERAL
Stock options granted under the Plan will be for the purchase of common
stock of the Company. The options are intended to qualify either as incentive
stock options ("ISO's") pursuant to Section 422 of the Internal Revenue Code of
1986, as amended from time to time, or will constitute nonqualified stock
options ("NQSO's"). The aggregate number of shares of common stock authorized
pursuant to the Plan may not exceed 1,000,000 shares, subject to antidilution
adjustment. During the life of the Plan, options for up to 800,000 shares may be
granted to Employees designated by the Committee, either as Incentive Stock
Options or as non-qualified options. No Employee may be granted options to
purchase more than 20,000 shares per year.
ADMINISTRATION
The Plan provides that it will be administered by a Committee comprised of
at least two members of the Board of Directors, each of whom is a "disinterested
person", as described in the Plan (the "Committee"). A "disinterested director"
is generally one who, at any time within one year prior to becoming, and while
serving as an administrator of the Plan, has not been and is not granted any
awards under the Plan. The Committee has not yet been established. The Committee
has complete authority (i) to construe, interpret, and administer the provisions
of the Plan and the provisions of the option agreements granted thereunder, (ii)
to determine which persons are to be granted options, the number of options, the
number of shares of common stock with respect to each option, the exercise price
or prices of each option, the vesting and exercise period of each option,
whether an option may be exercised as to less than all of the common stock
subject to the option, and such other terms and conditions of each option, if
any, that are not inconsistent with the provisions of the Plan; (iii) to
prescribe, amend, and rescind rules and regulations pertaining to the Plan; and
(iv) to make all other determinations necessary or advisable for its
implementation and administration.
PLAN DURATION
The Plan's effective date is April 6, 1995, but no shares may be issued or
sold under the Plan until it has been approved by the Company's shareholders.
Neither Employee options nor Nonemployee Director options can be granted on or
after April 6, 2005. No common stock shall be issued under the Plan on or after
April 6, 2015.
TERMS AND CONDITIONS OF THE EMPLOYEE AWARDS AND NONEMPLOYEE DIRECTOR OPTIONS
Pursuant to the Plan's terms and conditions, the Committee in its
discretion, may grant stock options to any Employee. An Employee becomes
eligible upon his or her designation, in the sole and absolute discretion of the
Committee, as an individual possessing the capacity to contribute in a
substantial measure to the successful performance of the Company. The Company
estimates that approximately 20 employees currently have responsibilities which
might make them candidates for consideration for the grant of Awards under the
Plan. When an option is granted, the exercise price per share may be no less
than the fair market value of the underlying shares at the time of grant.
23
<PAGE>
The Plan provides that each Nonemployee Director will, on the day of the
annual meeting of shareholders of the Company at which directors of the Company
are elected, automatically be granted a Nonemployee Director option to purchase
2,000 shares of common stock. Each Nonemployee Director is granted a Nonemployee
Director option to purchase 2,000 common stock upon appointment to the Board of
Directors. Nonemployee Director options have an exercise price equal to the fair
market value of the underlying shares subject to such option on the date of its
grant. Each Nonemployee Director option granted pursuant to the Plan becomes
exercisable to purchase 100% of the underlying common stock one year after the
date of grant of such Nonemployee Director option.
Each Nonemployee Director option expires upon the first to occur of the
following: (i) the first anniversary of the date upon which the optionee ceases
to be a Nonemployee Director as a result of death or total disability; (ii) the
90th day after the date upon which the optionee ceases to be a Nonemployee
Director for any reason other than death or total disability; or (iii) the tenth
anniversary of the date of grant of the Nonemployee Director option.
The Committee may include a provision in any option conditioning or
accelerating the receipt of benefits when specific events occur, including a
change of control of the Company. The Committee may not include a provision
which violates any provision of the Company's charter, or of the Plan itself.
AMENDMENT
The Board may amend or terminate the Plan, but neither the Board nor the
committee can deprive a recipient of any options granted under the Plan without
that person's consent.
FEDERAL TAX CONSEQUENCES
The following is a brief description of the federal income tax treatment
which will generally apply to options granted under the Plan, based on federal
income tax laws in effect on the date of this Proxy Statement. The exact federal
income tax treatment of options will depend on the specific nature of the grant.
No information is provided herein with respect to estate, inheritance, gift,
state or local tax laws, although there may be certain tax consequences upon the
receipt or exercise of an option or the disposition of any acquired shares under
those laws. RECIPIENTS OF AWARDS ARE ADVISED TO CONSULT THEIR PERSONAL TAX
ADVISORS WITH REGARD TO ALL CONSEQUENCES ARISING FROM THE AWARDS.
INCENTIVE STOCK OPTIONS. Pursuant to the Plan, employees may be granted
options which are intended to qualify as ISO's under the provisions of Section
422 of the Internal Revenue Code. Generally, the optionee is not taxed and the
Company is not entitled to a deduction on the grant or the exercise of an ISO.
However, if the optionee sells the shares acquired upon the exercise of an ISO
("ISO Shares") at any time within (a) one year after the date of transfer of ISO
Shares to the optionee pursuant to the exercise of such ISO or (b) two years
after the date of grant of such ISO, then (1) the optionee will recognize
capital gain equal to the excess, if any, of the sales price over the fair
market value of the ISO Shares on the date of exercise, (2) the optionee will
recognize
24
<PAGE>
ordinary income equal to the excess, if any, of the lesser of the sales price or
the fair market value of the ISO Shares on the date of exercise, over the
exercise price of such ISO, (3) the optionee will recognize capital loss equal
to the excess, if any, of the exercise price of such ISO over the sales price of
the ISO Shares, and (4) the Company will generally be entitled to a deduction
equal to the amount of ordinary income recognized by the optionee. If the
optionee sells the ISO Shares at any time after the optionee has held ISO Shares
for at least (i) one year after the date of transfer of the ISO Shares to the
optionee pursuant to the exercise of the ISO and (ii) two years after the date
of grant of the ISO, then the optionee will recognize capital gain or loss equal
to the difference between the sales price and the exercise price of such ISO,
and the Company will not be entitled to any deduction.
The amount by which the fair market value of the shares of ISO Shares
received upon exercise of an ISO exceeds the exercise price will be included as
a positive adjustment in the calculation of an optionee's "alternative minimum
taxable income" ("AMTI") in the year of exercise. The "alternative minimum tax"
imposed on individual taxpayers is generally equal to the amount by which 28%
(26% of AMTI below certain amounts) of the individual's AMTI (reduced by certain
exemption amounts) exceeds his or her regular income tax liability for the year.
NONQUALIFIED STOCK OPTIONS. The grant of an option or other similar right
to acquire stock which does not qualify for treatment as an ISO is generally not
a taxable event for the optionee. Upon exercise of the option, the optionee will
generally recognize ordinary income in an amount equal to the excess of the fair
market value of the stock acquired upon exercise (determined as of the date of
the exercise) over the exercise price of such option, and the Company will be
entitled to a tax deduction equal to such amount. See "Special Rules for Awards
Granted to Insiders," below.
SPECIAL RULES FOR AWARDS GRANTED TO INSIDERS. If an optionee is a director,
officer or shareholder subject to Section 16 of the Exchange Act (an "Insider")
and exercises an option within six months of the date of the grant, the timing
of the recognition of any ordinary income should be deferred until (and the
amount of ordinary income should be determined based on the fair market value
(or sales price in the case of a disposition) of the shares of common shares
upon) the earlier of the following two dates (the "16(b) Date"): (i) six months
after the date of grant or (ii) a disposition of the shares of common shares,
unless the Insider makes an election under Section 83(b) of the Code (an "83(b)
Election") within 30 days after exercise to recognize ordinary income based on
the value of the common shares on the date of exercise. In addition, special
rules apply to an Insider who exercises an option having an exercise price
greater than the fair market value of the underlying shares on the date of
exercise. Insiders should consult their tax advisors to determine the tax
consequences to them of exercising options granted to them pursuant to the Plan.
MISCELLANEOUS TAX ISSUES. Generally, the Company will be required to make
arrangements for withholding applicable taxes with respect to any ordinary
income recognized by a participant in connection with Awards made under the
Plan.
25
<PAGE>
With certain exceptions, an individual may not deduct investment-related
interest to the extent such interest exceeds the individual's net investment
income for the year. Investment interest generally includes interest paid on
indebtedness incurred to purchase shares of common shares. Interest disallowed
under this rule may be carried forward to and deducted in later years, subject
to the same limitations.
A holder's tax basis in common shares acquired pursuant to the Plan
generally will equal the amount paid for the common shares plus any amount
recognized as ordinary income with respect to such stock. Other than ordinary
income recognized with respect to the common shares and included in basis, any
subsequent gain or loss upon the disposition of such stock generally will be
capital gain or loss (long-term or short-term, depending on the holder's holding
period).
Special rules will apply in cases where a recipient of an Award pays the
exercise or purchase price of the Award or applicable withholding tax
obligations under the Plan by delivering previously owned common shares or by
reducing the amount of shares otherwise issuable pursuant to the Award. The
surrender of withholding of such shares will in certain circumstances result in
the recognition of income with respect to such shares or a carryover basis in
the shares acquired.
The terms of the agreements pursuant to which specific Awards are made to
employees under the Plan may provide for accelerated vesting or payment of an
Award in connection with a change in ownership or control of the Company. In
that event and depending upon the individual circumstances of the recipient,
certain amounts with respect to such Awards may constitute "excess parachute
payments" under the "golden parachute" provisions of the Internal Revenue Code.
Pursuant to these provisions, a recipient will be subject to a 20% excise tax on
any "excess parachute payments" and the Company will be denied any deduction
with respect to such payment. Recipients of Awards should consult their tax
advisors as to whether accelerated vesting of an Award in connection with a
change of ownership or control of the Company would give rise to an excess
parachute payment.
The Company generally obtains a deduction equal to the ordinary income
recognized by the recipient of an Award. However, the Company's deduction for
such amounts (including amounts attributable to the ordinary income recognized
with respect to options or restricted stock) may be limited to $1,000,000 (per
person) annually.
SHAREHOLDERS PROPOSALS AT 1996 ANNUAL MEETING OF SHAREHOLDERS
If a shareholder desires to present a proposal at the Annual Meeting of
Shareholders of the Company for the year 1996 (to be held on May 21, 1996) such
proposal must conform with all of the requirements of Rule 14a-8, paragraphs
(a), (b), and (c) under the Securities Exchange Act of 1934, and must be
received at the principal executive offices of the Company at 6301 Owensmouth
Avenue, Woodland Hills, California 91367, no later than December 18, 1995.
26
<PAGE>
ADDITIONAL INFORMATION
The Annual Report of Shareholders for the year ended December 31, 1994 is
being mailed to the shareholders separately from this proxy statement.
THE COMPANY WILL PROVIDE WITHOUT CHARGE ON WRITTEN REQUEST A COPY OF 20TH
CENTURY INDUSTRIES' ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. THE REQUEST SHOULD BE DIRECTED TO JOHN B. DE NAULT,
CHAIRMAN OF THE BOARD OF 20TH CENTURY INDUSTRIES, 6301 OWENSMOUTH AVENUE,
WOODLAND HILLS, CALIFORNIA 91367.
OTHER BUSINESS
The Company is unaware of any matter to be acted upon at the meeting by
shareholder vote except the election of directors, the ratification of the
appointment of independent public accountants and the approval of the Stock
Option Plan. In the case of any matter properly coming before the meeting for
shareholder vote, the proxyholders named in the proxy accompanying this
statement shall vote shares held by them in accordance with their best judgment.
John B. De Nault, Chairman of the Board
20th Century Industries
6301 Owensmouth Avenue
Woodland Hills, California 91367
Date: April 21, 1995
27
<PAGE>
APPENDIX A
20TH CENTURY INDUSTRIES
1995 STOCK OPTION PLAN
SECTION 1. PURPOSE OF PLAN
The purpose of this 1995 Stock Option Plan ("Plan") of 20th Century
Industries, a California corporation (the "Company"), is to enable the Company
and any of its subsidiaries to attract, retain and motivate employees designated
as key Employees, by providing for or increasing the proprietary interests of
such key Employees in the Company, and to enable the Company to attract, retain
and motivate its nonemployee directors and further align their interests with
those of the shareholders of the Company by providing for or increasing the
proprietary interests of such directors in the Company. The Plan is intended to
supplement the existing Restricted Shares Plan.
SECTION 2. PERSONS ELIGIBLE UNDER PLAN
Any person, including any director of the Company, who is an employee of the
Company or any of its subsidiaries (an "Employee") and who in the opinion of the
Committee (hereinafter defined) possesses a capacity to contribute in
substantial measure to the successful performance of the Company shall be
eligible to be considered for the grant of Awards (hereinafter defined) under
this Plan. Any director of the Company who is not an Employee (a "Nonemployee
Director") shall automatically receive Nonemployee Director Options (hereinafter
defined) pursuant to Section 4 hereof, but shall not otherwise participate in
this Plan.
SECTION 3. AWARDS
(a) The Committee (hereinafter defined), on behalf of the Company, is
authorized under this Plan to grant options to Employees not inconsistent with
the provisions of this Plan for the issuance of shares of common stock of the
Company ("Common Shares"). The granting of such an option is referred to herein
as the grant of an Award.
(b) No Award shall provide for an exercise price which is less than the Fair
Market Value of the underlying Common Shares on the date of grant, as defined in
Section 4 (g).
(c) Common Shares may be issued pursuant to an Award for any lawful
consideration as determined by the Committee including, without limitation,
services rendered by the recipient of such Award.
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(d) Subject to the provisions of this Plan, the Committee, in its sole and
absolute discretion, shall determine all of the terms and conditions of each
Award granted under this Plan, which terms and conditions may include, among
other things:
(i) a provision permitting the recipient of such Award, including any
recipient who is a director or officer of the Company, to pay the purchase
price of the Common Shares or other property issuable pursuant to such
Award, or such recipient's tax withholding obligation with respect to such
issuance, in whole or in part, by any one or more of the following:
(A) a reduction in the amount of Common Shares or other property
otherwise issuable pursuant to such Award, or
(B) the delivery of a promissory note, the terms and conditions of
which shall be determined by the Committee;
(ii) a provision conditioning or accelerating the receipt of benefits
pursuant to such Award, either automatically or in the discretion of the
Committee, upon the occurrence of specified events including, without
limitation, a change of control of the Company, an acquisition of a
specified percentage of the voting power of the Company, the dissolution or
liquidation of the Company, a sale of substantially all of the property and
assets of the Company, or an event of the type described in Section 8
hereof;
(iii) a provision required in order for such Award to qualify as an
incentive stock option (an "Incentive Stock Option") under Section 422 of
the Internal Revenue Code (the "Code"); or
(iv) a provision deemed by the Committee to be necessary to avoid the
limitations on deductibility of certain compensation pursuant to Section
162(m) of the Code.
(e) Notwithstanding any other provision of this Plan, no Employee shall be
granted Awards in excess of 20,000 shares of Common Stock, subject to adjustment
pursuant to Section 8 hereof, during any one calendar year.
(f) Notwithstanding any other provision of this Plan, no person shall be
granted an Award and no person shall be entitled to exercise any rights with
respect to an Award previously granted if such grant or exercise would violate
any provision of the charter of the Company, or would violate any additional
restriction set forth in the agreement evidencing such Award. Any grant or
exercise of an Award in violation of this paragraph (f) shall be void AB INITIO
and shall not be effective to convey any rights to the person purporting to
receive such Award or exercise such rights. The Company may require recipients
of Awards to make such representations and enter into such covenants as are
reasonably deemed necessary in order to ensure that the grant or exercise of
rights with respect to Awards will not result in a violation of this paragraph
(f).
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<PAGE>
SECTION 4. NONEMPLOYEE DIRECTOR OPTIONS
(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 2,000 Common
Shares. Each Nonemployee Director shall automatically be granted a Nonemployee
Director Option to purchase 2,000 Common Shares upon appointment to the Board of
Directors. In no event shall a Nonemployee Director be granted options for more
than 2,000 Common Shares per calendar year.
(b) If, on any date upon which Nonemployee Director Options are to be
automatically granted pursuant to this Section 4, the number of Common Shares
remaining available for options under this Plan is insufficient for the grant to
each Nonemployee Director of a Nonemployee Director Option to purchase the
entire number of Common Shares specified in this Section 4, then a Nonemployee
Director Option to purchase a proportionate amount of such available number of
Common Shares (rounded to the nearest whole share) shall be granted to each
Nonemployee Director on such date.
(c) Each Nonemployee Director Option granted under this Plan shall become
exercisable to purchase 100% of the Common Shares subject thereto (rounded to
the nearest whole share) one year after the Date of Grant of such Nonemployee
Director Option.
(d) Each Nonemployee Director Option granted under this Plan shall expire
upon the first to occur of the following:
(i) The first anniversary of the date upon which the optionee shall
cease to be a Nonemployee Director as a result of death or total disability;
(ii) The 90th day after the date upon which the optionee shall cease to
be a Nonemployee Director for any reason other than death or total
disability;
(iii) The tenth anniversary of the Date of Grant of such Nonemployee
Director Option.
(e) Each Nonemployee Director Option shall have an exercise price equal to
the aggregate Fair Market Value on the Date of Grant of such option of the
Common Shares subject thereto.
(f) Payment of the exercise price of any Nonemployee Director Option
granted under this Plan shall be made in full, in cash concurrent with the
exercise of such Nonemployee Director Option; provided that the payment of such
exercise price may instead be made in whole or in part, by the delivery,
concurrent with such exercise and in accordance with Section 220.3(e)(4) of
Regulation T promulgated under the Exchange Act, of a properly executed exercise
notice for such Nonemployee Director Option and irrevocable instructions to a
broker promptly to deliver to the Company a specified dollar amount of the
proceeds of a sale of or a loan secured by the Common Shares issuable upon
exercise of such Nonemployee Director Option.
(g) For purposes of this Section 4 and Section 7, the "Fair Market Value" of
a Common Share on any date (the "Determination Date") shall be equal to the
closing price per Common
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Share on the business day immediately preceding the Determination Date, as
reported in the Wall Street Journal, Western Edition, or, if no closing price
was so reported for such immediately preceding business day, the closing price
for the next preceding business day for which a closing price was so reported,
or, if no closing price was so reported for any of the 30 business days
immediately preceding the Determination Date, the average of the high bid and
low asked prices per Common Share on the business day immediately preceding the
Determination Date on the New York Stock Exchange (NYSE) or such other system
then in use, or, if the Common Shares were not quoted by any such organization
on such immediately preceding business day, the average of the closing bid and
asked prices on such day as furnished by a professional market maker making a
market in the Common Shares selected by the Board.
(h) All outstanding Nonemployee Director Options theretofore granted under
this Plan shall terminate upon the first to occur of the following:
(i) the dissolution or liquidation of the Company;
(ii) a reorganization, merger or consolidation of the Company as a
result of which the outstanding securities of the class then subject to such
outstanding Nonemployee Director Options are exchanged for or converted into
cash, property and securities not issued by the Company (or any combination
thereof) unless the terms of such reorganization, merger or consolidation
provide otherwise; or
(iii) the sale of substantially all of the property and assets of the
Company.
(j) Each Nonemployee Director Option shall be nontransferable by the
optionee other than by will or the laws of descent and distribution, and shall
be exercisable during the optionee's lifetime only by the optionee or the
optionee's guardian or legal representative.
(k) Nonemployee Director Options are not intended to qualify as Incentive
Stock Options.
SECTION 5. STOCK SUBJECT TO PLAN
(a) The aggregate number of Common Shares that may be issued pursuant to all
Incentive Stock Options granted under this Plan shall not exceed 800,000,
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 1,000,000, subject to
adjustment as provided in Section 8 hereof.
(c) For purposes of Section 5(b) hereof, the aggregate number of Common
Shares issued and issuable pursuant to all Awards and Nonemployee Director
Options granted under this Plan shall at any time be deemed to be equal to the
sum of the following:
(i) the number of Common Shares which were issued prior to such time
pursuant to Awards and Nonemployee Director Options granted under this Plan,
other than Common
A-4
<PAGE>
Shares which were subsequently reacquired by the Company pursuant to the
terms and conditions of such Awards and with respect to which the holder
thereof received no benefits of ownership such as dividends; plus
(ii) the number of Common Shares which were otherwise issuable prior to
such time pursuant to Awards granted under this Plan, but which were
withheld by the Company as payment of the purchase price of the Common
Shares issued pursuant to such Awards or as payment of the recipient's tax
withholding obligation with respect to such issuance; plus
(iii) the maximum number of Common Shares which are or may be issuable
at or after such time pursuant to Awards and Nonemployee Director Options
granted under this Plan Prior to such time.
SECTION 6. DURATION OF PLAN
Neither Awards nor Nonemployee Director Options shall be granted under this
Plan on or after April 6, 2005. Although Common Shares may be issued on or after
April 6, 2005 pursuant to Awards and Nonemployee Director Options granted prior
to such date, no Common Shares shall be issued under this Plan on or after April
6, 2015.
SECTION 7. ADMINISTRATION OF PLAN
(a) This Plan shall be administered by a committee of the Board (the
"Committee") consisting of two or more directors, each of whom is a
"disinterested person" (as such term is defined in subparagraph (d) of Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as such Rule may be
amended from time to time).
(b) Subject to the provisions of this Plan, the Committee shall be
authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan, including, without limitation, the
following:
(i) adopt, amend and rescind rules and regulations relating to this
Plan;
(ii) determine which Employees will be granted Awards;
(iii) determine the terms and conditions of Awards granted, including
the number of Common Shares issuable pursuant thereto;
(iv) determine the terms and conditions of the Nonemployee Director
Options that are automatically granted hereunder, other than the terms and
conditions specified in Section 4 hereof;
(v) determine whether, and the extent to which, adjustments are required
pursuant to Section 8 hereof; and
(vi) interpret and construe this Plan and the terms and conditions of
all Awards and Nonemployee Director Options granted hereunder.
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(c) the Committee shall calculate Fair Market Value (FMV) in accordance with
Section 4(g) hereof.
SECTION 8. ADJUSTMENTS
If the outstanding securities of the class then subject to this Plan are
increased, decreased or exchanged for or converted into cash, property or a
different number or kind of securities, or if cash, property or securities are
distributed in respect to such outstanding securities, in either case as a
result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, partial or complete liquidation, stock split,
reverse stock split or the like, or if substantially all of the property and
assets of the Company are sold, then, unless the terms of such transaction shall
provide otherwise, the Committee shall make appropriate and proportionate
adjustments in (a) the number and type of shares or other securities or cash or
other property that may be acquired pursuant to Incentive Stock Options and
other Awards, and Nonemployee Director Options theretofore granted under this
Plan, (b) the maximum number and type of shares or other securities that may be
issued pursuant to Incentive Stock Options and other Awards, and Nonemployee
Director Options thereafter granted under this Plan, and (c) the maximum number
of Common Shares with respect to which Awards may be granted to any Employee
during any calendar year; provided, however, that no adjustment shall be made to
Common Shares that may be acquired pursuant to outstanding Incentive Stock
Options or the maximum number of Common Shares with respect to which Incentive
Stock Options may be granted under this Plan, to the extent that such adjustment
would result in such options being treated as other than Incentive Stock
Options.
SECTION 9. AMENDMENT AND TERMINATION OF PLAN
The Board may amend or terminate this Plan at any time and in any manner,
subject to the following limitations:
(a) no such amendment or termination shall deprive the recipient of any
Award or Nonemployee Director Option theretofore granted under this Plan,
without the consent of such recipient, of any of his or her rights
thereunder or with respect thereto; and
(b) Section 4 hereof shall not be amended more than once every six
months, other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules thereunder.
SECTION 10. EFFECTIVE DATE OF PLAN
This plan shall be effective as of April 6, 1995, the date upon which it was
approved by the Board; provided that no Common Shares may be issued under this
Plan until it has been approved, 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.
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20TH CENTURY INDUSTRIES PROXY
[LOGO]
THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John B. DeNault, Robert M. Sandler and Wayne F.
Horning as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares of
common stock of 20th Century Industries held of record by the undersigned on
April 12, 1995 at the Annual Meeting of Shareholders to be held at the MARRIOTT
HOTEL, 21850 OXNARD STREET, WOODLAND HILLS, CALIFORNIA, ON MAY 25, 1995 AT 10
A.M., or any adjournment thereof.
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS
FOR THE NOMINEES LISTED BELOW WITH DISCRETIONARY AUTHORITY TO WITHHOLD AUTHORITY TO VOTE
CUMULATE VOTES EXCEPT AS MARKED TO THE CONTRARY BELOW / / FOR ALL NOMINEES LISTED BELOW //
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark the
box next to the nominee's name below.)
<TABLE>
<S> <C> <C>
/ / S. M. Burke / / L. W. Foster / / W. L. Mellick
/ / J. B. DeNault / / R. S. Foster, M.D. / / G. M. Shepard
/ / J. B. DeNault, III / / R. Harris / / A. H. Voss
</TABLE>
2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG AS THE INDEPENDENT
ACCOUNTANTS OF THE COMPANY FOR 1995 / / FOR / / AGAINST / / ABSTAIN
3. PROPOSAL TO APPROVE THE STOCK OPTION PLAN
/ / FOR / / AGAINST / / ABSTAIN
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2 AND 3.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, or as executor,
administrator, trustee or guardian, please so indicate. If a corporation,
please sign in full corporate name by the President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.
/ / PLEASE CHECK THIS BOX IF YOU PLAN TO ATTEND THE MEETING.
____________________________
Signature
____________________________
Signature if held jointly
______________________, 1995
Date
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE>
BANK OF AMERICA NT&SA, TRUSTEE
P.O. BOX 3562, LOS ANGELES, CA 90051
TO: MEMBERS OF THE 20TH CENTURY INDUSTRIES SAVINGS & SECURITY PLAN
The Plans provide that the Common Stock of 20th Century Industries Savings &
Security Plan held in your accounts may be voted by the Trustee at any meeting
of the stockholders of the Company in accordance with your written instructions.
If you do not provide voting instructions to the Trustee, the Trustee shall not
be required to vote those shares unless required to do so by applicable law.
Please mark your voting instructions for the Annual Meeting of Shareholders to
be held on May 25, 1995, in the spaces provided on the reverse side, sign and
date the form and return it in the enclosed postage prepaid envelope. It is
understood that the Trustee will have the authority to vote on all other matters
which may properly come before the meeting and at any adjournment. Your
instructions will be held in confidence.
BANK OF AMERICA NT&SA, Trustee
April 24, 1995
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS
FOR THE NOMINEES LISTED BELOW WITH DISCRETIONARY AUTHORITY TO CUMULATE VOTES WITHHOLD AUTHORITY TO VOTE
EXCEPT AS MARKED TO THE CONTRARY BELOW / / FOR ALL NOMINEES LISTED BELOW / /
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark the
box next to the
nominee's name below.)
<TABLE>
<S> <C> <C>
/ / S. M. Burke / / L. W. Foster / / W. L. Mellick
/ / J. B. DeNault / / R. S. Foster, M.D. / / G. M. Shepard
/ / J. B. DeNault, III / / R. Harris / / A. H. Voss
</TABLE>
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
<PAGE>
2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG AS THE INDEPENDENT
ACCOUNTANTS OF THE COMPANY FOR 1995
/ / FOR / / AGAINST / / ABSTAIN
3. PROPOSAL TO APPROVE THE STOCK OPTION PLAN
/ / FOR / / AGAINST / / ABSTAIN
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Dated ______________________
Signature(s)________________
____________________________
see other side for important
information
Please mark, date and sign as
your name appears to the left
and return in the enclosed
envelope. If acting as
executor, administrator,
trustee or guardian, you should
so indicate when signing. If
the signer is a corporation,
please sign the full corporate
name, by duly authorized
officer. If shares are held
jointly, each stockholder named
should sign.
YOUR VOTING INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
20TH CENTURY INDUSTRIES. THE SHARES IN YOUR ACCOUNTS WILL BE VOTED AS DIRECTED.
IN THE ABSENCE OF SUCH DIRECTION, THE TRUSTEE WILL NOT BE REQUIRED TO VOTE SUCH
SHARES UNLESS REQUIRED TO DO SO BY APPLICABLE LAW.
