As filed with the Securities and Exchange Commission on July 26, 1995
Registration No. 33-______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------
20TH CENTURY INDUSTRIES
(Exact name of registrant as specified in its charter)
California 95-1935264
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
6301 Owensmouth Avenue
Woodland Hills, California 91367
(818) 704-3700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------------------
1995 STOCK OPTION PLAN
----------------------------
WILLIAM L. MELLICK
President, Chief Executive Officer, and Chief Operating Officer
20TH CENTURY INDUSTRIES
6301 Owensmouth Avenue
Woodland Hills, California 91367
(818) 704-3700
(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)
----------------------------
Copies to:
PETER F. ZIEGLER, ESQ.
Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, California 90071
(213) 229-7000
-------------------------
CALCULATION OF REGISTRATION FEE
/===================/==========/===============/================/============/
/ / / Proposed /Proposed Maximum/ /
/Title of Each Class/ Amount / Maximum / Aggregate / Amount of /
/ of Securities / to be /Offering Price / Offering /Registration/
/ to be Registered /Registered/ Per Share(1) / Price(1) / Fee /
/===================/==========/===============/================/============/
/Common Stock, / / / / /
/Without Par Value / 1,000,000/ $12.00 / $12,000,000 / $4,137.93 /
/===================/==========/===============/================/============/
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and
low prices of the common stock of 20th Century Industries on the New
York Stock Exchange on July 24, 1995.
LA951570.027/19 1
<PAGE> 1
PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by 20th Century
Industries (the "Company" or the "Registrant") with the Securities and Exchange
Commission (File No. 1-10828) pursuant to the Exchange Act are incorporated by
reference and shall be deemed a part hereof:
(a) 20th Century Industries Annual Report on Form 10-K for
the fiscal year ended December 31, 1994;
(b) 20th Century Industries Quarterly Report on Form 10-Q
for the quarter ended March 31, 1995;
(c) 20th Century Industries Current Reports on Form 8-K
dated January 3, 1995, January 27, 1995, February 22, 1995, June 2, 1995 and
June 26, 1995; and
(d) 20th Century Industries Registration Statement on Form
8-A dated August 8, 1991, as amended.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a) and 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Prospectus and to be
part hereof from the date of filing of such reports and documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the General Corporation Law of California
authorizes the Company to indemnify and advance expenses to, subject to the
standards set forth therein, any person in connection with any action, suit or
proceeding brought or threatened by reason of the fact that the person is or was
a director, officer, employee or agent of the Company. The General Corporation
Law of California also provides that the Company may purchase insurance on
behalf of any such director, officer, employee or agent. Section 204 of the
General Corporation Law of California permits the Company to eliminate the
liability of a director for monetary damages for breaches of the director's
fiduciary duty, including negligence, but not including certain acts enumerated
therein.
Article VII of the Company's Articles of Incorporation
provides that the Company is authorized to provide indemnification of its Agents
in excess of that expressly permitted under Section 317 of the General
LA951570.027/19 2
<PAGE> 2
Corporation Law of California by bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, to the fullest extent such indemnification
may be authorized by the Articles of Incorporation. The provisions of Article
VII of the Bylaws authorize indemnification of, and the advancement of expenses
to, Agents in the same circumstances and subject to the same limitations as are
set forth in Section 317 and require such indemnification in the same situation
as Section 317. Article VII of the Bylaws also provides that the Company may
advance to its Agents the expenses of defending any proceeding if they provide
an undertaking to repay such advances if it is determined that such person is
not entitled to be indemnified as provided in such Article. Article VII of the
Bylaws further provides that the Company is not obligated to indemnify any
person in any circumstance where it appears that it would be inconsistent with a
provision of the Articles of Incorporation, the Bylaws, a resolution of the
shareholders or an agreement which prohibits or otherwise limits indemnification
or if it would be inconsistent with any condition expressly imposed by a court
in approving a settlement. In addition to the authorizations of indemnification
provided by the Company's Articles of Incorporation and Bylaws, Article VI of
the Company's Articles of Incorporation provides that the liability of directors
for monetary damages shall be eliminated to the fullest extent permissible under
California law.
The Company has entered into Indemnification Agreements with
its directors and certain of its executive officers pursuant to which directors
and officers party thereto have (i) additional rights to indemnification and
rights to advancement of expenses beyond the specific provisions of California
law and the Company's Articles of Incorporation and Bylaws, (ii) contractual
rights to indemnification and advancement of expenses in circumstances under
which such indemnification and advancement would otherwise be left to the
discretion of the Company's Board of Directors, and (iii) protection from
subsequent adverse changes in the indemnification provisions contained in the
Company's Articles of Incorporation and Bylaws.
The Company maintains an insurance policy pursuant to which
the directors and officers of the Company are insured, within the limits and
subject to the limitations of the policy, against certain expenses in connection
with the defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of their being or
having been such directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 20th Century Industries 1995 Stock Option Plan.
4.2 Certificate of Incorporation of the Registrant
as amended (previously filed as an Exhibit to
the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994 and
incorporated herein by reference).
4.3 Amended and Restated Bylaws of the Registrant
(previously filed as an Exhibit to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 and
incorporated herein by reference).
5 Opinion of Gibson, Dunn & Crutcher.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Gibson, Dunn & Crutcher (included in
Exhibit 5 to this Registration Statement).
24 Power of Attorney (included on pages 5 and 6 of
this Registration Statement).
LA951570.027/19 3
<PAGE> 3
28 Schedule P of Annual Statement on Form 2 filed
by Registrant's insurance company affiliates
with the California Department of Insurance
(previously filed as an Exhibit to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 and
incorporated herein by reference).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration
Statement;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
LA951570.027/19 4
<PAGE> 4
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Woodland Hills, State of California, on this
25th day of July, 1995.
20TH CENTURY INDUSTRIES
By: William L. Mellick
----------------------------------------
President, Chief Executive Officer
and Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints William L. Mellick, Robert B.
Tschudy and John R. Bollington and each of them, as his or her true and lawful
attorney-in-fact and agent with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the foregoing, as fully to all intents and purposes as
he or she might or could do in person, lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
John B. De Nault Chairman of the Board of July 25, 1995
- ---------------------- Directors
William L. Mellick Director, President, Chief Executive July 25, 1995
- ---------------------- Officer and Chief Operating Officer
(Principal Executive Officer)
Louis W. Foster Director July 25, 1995
- ----------------------
LA951570.027/19 5
<PAGE> 5
Stanley M. Burke Director July 25, 1995
- ----------------------
John B. De Nault, III Director July 25, 1995
- ----------------------
R. Scott Foster, M.D. Director July 25, 1995
- ----------------------
Rachford Harris Director July 25, 1995
- ----------------------
Robert M. Sandler Director July 25, 1995
- ----------------------
Gregory M. Shepard Director July 25, 1995
- ----------------------
Arthur H. Voss Director July 25, 1995
- ----------------------
Robert B. Tschudy Vice President and Chief Financial July 25, 1995
- ---------------------- Officer (Principal Financial Officer)
LA951570.027/19 6
<PAGE> 6
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
4.1 20th Century Industries 1995 Stock Option Plan.
4.2 Certificate of Incorporation of the Registrant as amended
(previously filed as an Exhibit to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1994 and incorporated herein by reference).
4.3 Amended and Restated Bylaws of the Registrant (previously
filed as an Exhibit to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994 and
incorporated herein by reference).
5 Opinion of Gibson, Dunn & Crutcher.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5 to
this Registration Statement).
24 Power of Attorney ( included on pages 5 and 6 of this
Registration Statement).
28 Schedule P of Annual Statement on Form 2 filed by
Registrant's insurance company affiliates with the
California Department of Insurance (previously filed as an
Exhibit to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994 and incorporated
herein by reference).
LA951570.027/19 7
<PAGE> 7
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 or 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.
1
<PAGE> 8
(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
ofwhich 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
2
<PAGE> 9
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).
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 concurrently with the
exercise of such Nonemployee Director Option; provided that the payment of such
exercise price may
3
<PAGE> 10
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 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.
4
<PAGE> 11
(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 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;
5
<PAGE> 12
(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.
(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
6
<PAGE> 13
(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.
7
<PAGE> 14
GIBSON, DUNN & CRUTCHER
LAWYERS
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071-3197
----
(213)-229-70000
TELEX: 674930 GIBTRASK LSA
FACSIMILE: (213) 229-7520
July 25, 1995
WRITER'S DIRECT DIAL NUMBER OUR FILE NUMBER
(213) 229-7000 C 00335-00012
20th Century Industries
6301 Owensmouth Avenue
Woodland Hills, California 91367
Re: 20th Century Industries -
Form S-8 Registration Statement
-------------------------------
Ladies and Gentlemen:
We have acted as special counsel to 20th Century Industries, a
California corporation (the "Company"), in connection with (i) the filing with
the Securities and Exchange Commission of the Company's registration statement
on Form S-8 (the "Registration Statement") covering 1,000,000 shares of common
stock, without par value ("Common Stock"), of the Company that may be issued
upon exercise of stock options under the Company's 1995 Stock Option Plan (the
"Option Plan"), and (ii) the preparation of the prospectus to be delivered to
recipients of awards under the Option Plan as required pursuant to Item 1 of
Form S-8 (the "Prospectus").
As such counsel, we have examined the Registration Statement, the
Prospectus, the Option Plan and exhibits thereto and such other documents, and
have obtained such certificates and assurances from officers and representatives
of the Company and made such additional inquiries, as we have deemed necessary
for the purpose of rendering this opinion. We have assumed the genuineness of
all signatures on, and the authenticity of, all documents and instruments
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as copies. We have also examined the proceedings
heretofore taken by the Company in connection with the adoption of the Option
Plan and we assume for the purposes of this opinion that the Company will not
grant any award under the Option Plan pursuant to which shares of Common Stock
could be issued for consideration that is not adequate in form or amount to
support the issuance of fully paid stock under applicable state law.
<PAGE> 15
GIBSON, DUNN & CRUTCHER
20th Century Industries
July 25, 1995
Page 2
On the basis of the foregoing, we are of the opinion that the
shares of Common Stock to be issued by the Company pursuant to the Option Plan
will, when sold and paid for in accordance with the terms of the Option Plan, be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
GIBSON, DUNN & CRUTCHER
PFZ/JKL/BPW/DAW
LA951570.027/19
EXHIBIT 5
---------
<PAGE> 16
Accountant's Consent
The Board of Directors
20th Century Industries
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8 No. 33-00000) pertaining to the 20th Century
Industries 1995 Stock Option Plan and to the incorporation by reference therein
of our report dated February 17, 1995, with respect to the consolidated
financial statements and schedules of 20th Century Industries included in its
Annual Report on Form 10-K for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Los Angeles, California
July 25, 1995
EXHIBIT 23.1
------------
<PAGE> 17
