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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
20th Century Industries
(Name of Issuer)
Common Stock
(Title of Class of Securities)
90127220
(CUSIP Number)
Gregory M. Shepard
Union Automobile Insurance Company
300 East Washington Street
Bloomington, Illinois 61701
Phone No.: (309) 829-1061
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 25, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [X].
Check the following box if a fee is being paid with the statement
[X]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 90127220 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UNION AUTOMOBILE INSURANCE COMPANY
I.R.S. No. 37-0558630
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ILLINOIS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
4,850,000
8 SHARED VOTING POWER
- -0-
9 SOLE DISPOSITIVE POWER
4,850,000
10 SHARED DISPOSITIVE POWER
- -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,850,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.42%
14 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
PREAMBLE
The filing of this Schedule 13D is not, and should not be
deemed to be, an admission that such Schedule 13D is required to be
filed. See the discussion under Item 2.
Item 1. Security and Issuer
This Schedule 13D relates to the shares of common stock, no
par value (the "Common Stock") of 20th Century Industries, a
California corporation (the "Company"). The principal executive
offices of the Company are located at 6301 Owensmouth Avenue,
Woodland Hills, California 91367.
Item 2. Identity and Background
This Schedule 13D is being filed by Union Automobile Insurance
Company, an Illinois corporation ("Union Automobile"), that has its
principal business office at 303 East Washington Street,
Bloomington, Illinois 61701.
Item 3. Source and Amount of Funds or Other Consideration
Union Automobile, together with its wholly-owned subsidiary,
American Union Life Insurance Company ("American Union"), has
purchased 4,850,000 shares of the Common Stock for cash in the
amount of $66,780,711, including brokerage commissions. Union
Automobile and American Union used their own assets in making such
purchase and no part of the purchase price is represented by
borrowed funds.
Item 4. Purpose of Transaction
Union Automobile (together with American Union) purchased its
Common Stock for investment purposes. Union Automobile intends
continuously to review its investment in the Company. In reaching
any decision with respect to such investment, Union Automobile will
taken into consideration various factors, such as the Company's
business prospects and financial position, other developments
concerning the Company, the price level of the Common Stock,
available opportunities to acquire or dispose of the Common Stock
or realize trading profits, conditions in the securities markets,
and general economic and industry conditions. Depending upon the
results of its review of such factors, Union Automobile may decide
to purchase additional Common Stock in the open market, through
privately negotiated transactions with third parties or otherwise,
or to sell at any time, in the open market, through privately
negotiated transactions with third parties or otherwise, all or a
portion of the Common Stock now owned or hereafter acquired by
Union Automobile.
As disclosed in the Company's Proxy Statement for its 1995
Annual Meeting of Shareholders, filed with the Securities and
Exchange Commission on April 25, 1995, Gregory M. Shepard, the
President of Union Automobile, has been nominated for election to
the Company's board of directors (the "Board"). The election of
Mr. Shepard to the Board by the Company's shareholders would result
in a change in the present board of directors of the Company
(paragraph (d) of Item 4 of Schedule 13D). Except as described
above, Union Automobile has no present plans or proposals which
would result in or relate to any of the transactions described in
paragraphs (a) through (j) of Item 4.
Item 5. Interest in Securities of the Company
(a) Union Automobile beneficially owns 4,850,000 shares of the
Common Stock, representing 9.42% of the outstanding Common Stock.
Union Automobile owns 3,762,000 shares directly and 1,088,000
shares through its wholly-owned subsidiary, American Union.
(b) Union Automobile has the sole power to vote and the sole
power to dispose of all 4,850,000 shares of the Common Stock.
(c) Union Automobile has not effected any transactions in
shares of the Common Stock during the past sixty (60) days.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the shares of the Common Stock beneficially owned by Union
Automobile.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Company.
There are no contracts, arrangements, understanding or
relationships (legal or otherwise) between Union Automobile and any
other person with respect to any securities of the Company.
Item 7. Material to Be Filed as Exhibits
No exhibits are required to be filed as part of this Schedule 13D.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date:May 5, 1995
/s/ GREGORY M. SHEPARD
_________________________________
Signature
President
___________________________________
Name/Title
