As filed with the Securities and Exchange Commission on April 4, 1996
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, zip code, area code, phone no. , of registrant's executive offices)
____________________________
20th CENTURY INDUSTRIES
RESTRICTED SHARES 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, zip & area code, phone no. , of agent for service of process)
____________________________
With a copy to:
PETER F. ZIEGLER, ESQ.
Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, California 90071
(213) 229-7000
_________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
====================================================================================================================================
Proposed
Proposed Maximum Maximum
Amount to be Offering Price Per Aggregate Amount of
Title of Each Class of Securities to be Registered Registered(1) Security(2) Offering Price(2) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Without Par Value 361,656 $15.875 $5,741,289.00 $1,979.75
====================================================================================================================================
</TABLE>
(1) Includes 47,438 shares of Common Stock offered pursuant to the Reoffer
Prospectus filed herewith. The remaining 314,218 shares of Common Stock
being registered hereunder 294,874 shares of Common Stock reserved for
issuance pursuant to
LA960720.169
<PAGE>
the 20th Century Industries Restricted Shares Plan (the "Plan") and
19,344 shares of restricted Common Stock previously issued under the
Plan which may become available for reissuance in the event the shares
are forfeited to the Company pursuant to an employee's Restricted Shares
Agreement. Pursuant to Rule 416, this Registration Statement also
covers such number of additional shares of Common Stock as may become
available for issuance pursuant to the Restricted Shares Plan in the
event of certain changes in outstanding shares, including
reorganizations, recapitalizations, stock splits, stock dividends and
reverse stock splits.
(2) Estimated for the purpose of calculating the registration fee pursuant
to (i) Rule 457(c) with respect to the 47,438 shares offered pursuant to
the Reoffer Prospectus and (ii) Rule 457(h) with respect to the 314,218
shares available for award under the 20th Century Industries Restricted
Shares Plan, 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 March 28, 1996.
LA960720.169
<PAGE> 2
PART I
The document(s) containing the information called for in Part I of
Form S-8 will be provided to participants in the 20th Century Industries
Restricted Shares Plan (the "Plan"). Such information is not being filed with
or included in this registration statement in accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission"). As
permitted by General Instruction C for Form S-8, there is also included as
part of Part I of this Registration Statement a reoffer prospectus relating to
the reoffer and resale of 47,438 shares of Common Stock of 20th Century
Industries (the "Company"), including shares held by persons who may be
considered affiliates of the Company, as defined in Rule 405 under the
Securities Act of 1933, as amended.
LA960720.169
<PAGE> 3
REOFFER PROSPECTUS
20TH CENTURY INDUSTRIES
COMMON STOCK
(WITHOUT PAR VALUE)
47,438 SHARES
This Prospectus relates to 47,438 shares of Common Stock, without
par value ("Common Stock"), of 20th Century Industries (the "Company") which
have previously been issued pursuant to awards granted to date under the
Company's Restricted Shares Plan (the "Plan") to, and which may be offered for
resale from time to time by, certain employees of the Company named in Annex 1
hereto (the "Selling Shareholders").
The Company will not receive any of the proceeds from the sale of
the Common Stock offered hereby (hereinafter, the "Securities"). The Company
will pay all of the expenses associated with the registration of the
Securities and this Prospectus. The Selling Shareholders will pay the other
costs, if any, associated with any sale of the Securities.
The Common Stock is quoted on the New York Stock Exchange under
the symbol "TW." On March 28, 1996, the last reported sale price per share of
the Common Stock, as quoted on the New York Stock Exchange, was $15.875.
________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________________________
THE DATE OF THIS PROSPECTUS IS April 4, 1996.
LA960720.169
<PAGE>
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-8 (the
"Registration Statement") with the Commission under the Securities Act of
1933, as amended (the "Securities Act"), covering the Securities covered by
this Prospectus. This Prospectus omits certain information and exhibits
included in the Registration Statement, copies of which may be obtained upon
payment of a fee prescribed by the Commission or may be examined free of
charge at the principal office of the Commission in Washington, D.C.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information
filed with the Commission by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the Commission
located at 500 West Madison Street, Room 1400, Chicago, Illinois 60606 and at
the Jacob K. Javits Federal Building, 75 Park Place, New York, New York 10278.
Copies of such material can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
The Company's Common Stock is quoted on the New York Stock
Exchange under the symbol "TW," and reports and information concerning the
Company can be inspected at such exchange, 20 Broad Street, New York, New York
10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission are by this reference incorporated in and made a part of this
Prospectus: (i) the Annual Report on Form 10-K for the year ended December
31, 1995, File No. 1-10828; (ii) all other reports filed pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the annual report referred to in (i) above; (iii) the description of the
Common Stock set forth in the Company's registration statement on Form 8-A,
filed with the Commission on July 28, 1995, together with any amendment or
report filed with the Commission for the purpose of updating such description;
and (iv) all reports and other documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the filing of a post-effective amendment which
indicates that all Securities offered hereby have been sold or which
deregisters all Securities then remaining unsold. 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 Prospectus 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 Prospectus.
Copies of all documents which are incorporated herein by reference
(not including the exhibits to such documents, unless such exhibits are
specifically incorporated by reference into
LA960720.169
<PAGE> 2
such documents or into this Prospectus) will be provided without charge to
each person, including any beneficial owner, to whom this Prospectus is
delivered, upon a written or oral request to 20th Century Industries,
Attention: Corporate Secretary, 6301 Owensmouth Avenue, Woodland Hills,
California 91367, telephone number (818) 704-3700.
THE COMPANY
The principal offices of the Company are located at 6301
Owensmouth Avenue, Woodland Hills, California 91367, telephone number (818)
704-3700.
SELLING SHAREHOLDERS
The table attached as Annex I hereto sets forth, as of the date of
this Prospectus or a subsequent date if amended or supplemented, (a) the name
of each Selling Shareholder and his or her relationship to the Company during
the last three years; (b) the number of shares of Common Stock each Selling
Shareholder beneficially owned prior to this offering, (c) the number of
Securities offered pursuant to this Prospectus by each Selling Shareholder;
and (d) the amount and the percentage of the Company's Common Stock that will
be owned by each Selling Shareholder after completion of this offering. The
information contained in Annex I may be amended or supplemented from time to
time.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
the Securities offered hereby.
PLAN OF DISTRIBUTION
Sales of the Securities offered hereby may be made on the New York
Stock Exchange or the over-the-counter market or otherwise at prices and on
terms then prevailing or at prices related to the then current market price,
or in negotiated transactions. The Securities may be sold in (a) a block
trade in which the broker or dealer so engaged will attempt to sell the
Securities as agent but may position and resell a portion of the block as
principal to facilitate the transaction, (b) transactions in which a broker or
dealer acts as principal and resells the Securities for its account pursuant
to this Prospectus, (c) an exchange distribution in accordance with the rules
of such exchange, and (d) ordinary brokerage transactions and transactions in
which the broker solicits purchases. In effecting sales, brokers or dealers
engaged by the Selling Shareholders may arrange for other brokers or dealers
to participate. Brokers or dealers will receive commissions or discounts from
Selling Shareholders in amounts to be negotiated immediately prior to sale.
Such brokers or dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales and any discounts and commissions received by them
and any profit realized by them on the resale of the Securities may be deemed
to be underwriting discounts and commissions under the Securities Act.
There is no assurance that any of the Selling Shareholders will
offer for sale or sell
LA960720.169
<PAGE> 3
any or all of the Securities covered by this Prospectus.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by
Gibson, Dunn & Crutcher, Los Angeles, California.
EXPERTS
The consolidated financial statements of the Company incorporated
by reference in the Company's Form 10-K for the year ended December 31, 1995
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included and incorporated by reference therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
No dealer, sales representative or any other person has been
authorized to give any information or to make any representation not contained
in this Prospectus in connection with this offering other than those contained
in this Prospectus, and if given or made, such information or representation
must not be relied upon as having been authorized by the Company or the
Selling Shareholders. This Prospectus does not constitute an offer to sell,
or a solicitation of any offer to buy, Common Stock by anyone in any
jurisdiction in which such an offer or solicitation is not authorized, or in
which the person making such offer or solicitation is not qualified to do so,
or to any person to whom it is unlawful to make such an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create an implication that the information contained
herein is correct as of any time subsequent to its date.
LA960720.169
<PAGE> 4
<TABLE>
ANNEX I
Shares to be
Shares of Beneficially Owned
Common Stock upon Completion
Beneficially Shares of Offering(1)(3)
Relationship to Company Owned as of Offered Number Percent
Selling Shareholder During Last Three Years March 25, 1996(1) Hereby(2)
<S> <C> <C> <C> <C> <C>
Richard A. Andre Vice President, Human 11,722 1,870 9,852 *
Resources
John R. Bollington Senior Vice President, 50,012 2,174 47,838 *
General Counsel and
Secretary
Margaret Chang Treasurer and Assistant 58,852 1,217 57,635 *
Secretary
Teresa K. Colpo Vice President, Marketing 4,334 609 3,725 *
William G. Crain Vice President, 31,289 1,522 29,767 *
Administrative Services
Richard A. Dinon Senior Vice President, 15,802 1,522 14,280 *
Corporate Relations
Paul F. Farber Senior Vice President, Claims 20,732 14,942 5,790 *
since 1995; Vice President,
Operations prior thereto
Richard L. Hill Vice President, Corporate 5,993 200 5,793 *
Relations
William L. Mellick Chief Executive Officer and 42,426 2,826 39,600 *
Director since 1995; President
since 1994; Chief Operating
Officer since 1993; Executive
Vice President 1993-1994
Joseph J. Pratt Chief Actuary and Vice 7,535 7,135 400 *
President
Richard F. Schutt Vice President, Operations 4,948 1,304 3,644 *
since 1995; Vice President,
Underwriting prior thereto
Dean E. Stark Vice President, Claims 4,800 652 4,148 *
Robert B. Tschudy Senior Vice President and 11,465 11,465 0 *
Chief Financial Officer since
1995
</TABLE>
- --------------------------
* Less than one percent.
(1) Assumes that all restrictions on shares of Common Stock have lapsed.
Includes, for certain Selling Shareholders, shares held by limited
partnerships or trusts. Excludes, for certain Selling Shareholders,
shares held by spouses as sole and separate property.
(2) Includes all shares of Common Stock acquired within the last two years
by the Selling Shareholder under the Plan, including shares currently
subject to restrictions.
(3) Assumes that all shares offered hereby are sold, that no additional
shares will be acquired and that no shares other than those offered
hereby will be sold.
LA960720.169
<PAGE> 2
PART II
INFORMATION 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 (the "Commission") (File No. 1-10828) pursuant to the
Securities Exchange Act of 1934, as amended ("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, 1995;
(b) 20th Century Industries Current Report on Form 8-K dated
January 23, 1996; and
(c) 20th Century Industries Registration Statement on Form 8-A
dated July 28, 1995, 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 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.
LA960720.169
<PAGE> 1
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
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 the agent provides an undertaking to repay such
advances upon a determination that such agent 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,
LA960720.169
<PAGE> 2
suits or proceedings, which may be brought against them by reason of their
being or having been directors and officers of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The Company claimed exemptions from registration pursuant to
Sections 4(2) and 4(6) of the Securities Act of 1933 for shares of Common
Stock, no par value, of the Company previously issued pursuant to the Company
Restricted Shares Plan (the "Shares"). These exemptions were available to the
Company for the Shares because the previous issuances did not involve a public
offering and involved offers or sales solely to accredited investors. The
Shares were issued to 27 officers and employees, each of whom had a
preexisiting relationship with the Company, and the ability to assess the
risks and merits associated with ownership of the Shares. Further, the
issuances did not involve advertising or public solicitation.
ITEM 8. EXHIBITS.
3.1 Articles 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).
3.2 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).
4 20th Century Industries Restricted Shares Plan, as
amended.
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 6 and 7 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, 1995
and incorporated herein by reference).
LA960720.169
<PAGE> 3
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
LA960720.169
<PAGE> 4
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
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.
LA960720.169
<PAGE> 5
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 29th day of March, 1996.
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 March 29, 1996
- ----------------
Directors
LA960720.169
<PAGE> 6
William L. Mellick Director, President, Chief March 29, 1996
- ------------------
Executive Officer and Chief
Operating Officer (Principal
Executive Officer)
Louis W. Foster Director March 29, 1996
- ---------------
Stanley M. Burke Director March 29, 1996
- ----------------
John B. De Nault, III Director March 29, 1996
- ---------------------
Rachford Harris Director March 29, 1996
- ---------------
LA960720.169
<PAGE> 7
Robert B. Tschudy Senior Vice President and March 29, 1996
- -----------------
Chief Financial
Officer (Principal Financial
Officer)
LA960720.169
<PAGE> 8
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
3.1 Articles 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).
3.2 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).
4 20th Century Industries Restricted Shares Plan, as amended.
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 6 and 7 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, 1995 and incorporated
herein by reference).
LA960720.169
<PAGE> 9
20TH CENTURY INDUSTRIES RESTRICTED SHARES PLAN
The purposes of the 20th Century Industries Restricted Shares Plan (the
"Plan") are to provide an incentive for key employees of the Company to remain
in the employ of the Company, to provide an opportunity for such employees to
acquire or enlarge their shareholdings in the Company so that they will devote
their best efforts to the benefit of the Company, to aid the Company in
attracting able persons to enter the employ of the Company and to provide a
method of rewarding key employees of the Company for a superior performance.
SECTION 1. DEFINITIONS.
The terms defined in this Section 1 (unless the context otherwise
requires) for all purposes of the Plan shall have the respective meanings
specified in this Section 1.
(a) Plan. This plan as originally adopted by the Board of Directors
on February 23, 1982, or, if amended as herein provided, as so
amended.
(b) Company. 20th Century Industries.
(c) Committee. The Committee designated by the Board of Directors to
administer the Plan.
(d) Board of Directors. The Board of Directors of 20th Century
Industries.
SECTION 2. ADMINISTRATION.
The Plan shall be administered by a Committee consisting of three or
more members of the Board of Directors, each of whom shall be a "disinterested
person" (as that term is described in subparagraph (d) of Rule 16b-3 under the
Securities Exchange Act of 1934 as amended). The members of the Committee
shall be selected by and serve at the pleasure of the Board of Directors. The
Committee from time to time may prescribe, amend and rescind such rules,
regulations, provisions and procedures, consistent with the terms of the Plan,
as, in its opinion, may be advisable in the administration of the Plan and
shall prescribe the provisions of the respective Restricted Stock Agreements
required by subsection 8(a) of the Plan. The Committee shall have the
authority, in its discretion, to construe and interpret the Plan and the
respective Restricted Stock Agreements and to make all other determinations
necessary or advisable for administering the Plan. A majority of the
Committee shall constitute a quorum, and the acts of a majority of the members
present at any Committee at which a quorum is present, or acts approved in
writing by all members of the Committee shall be the acts of the Committee.
<PAGE> 1
SECTION 3. ELIGIBILITY.
The employees of the Company (including officers and Directors of the
Company, if they are full-time employees, other than Louis W. Foster) who in
the opinion of the Committee, possess a capacity to contribute in substantial
measure to the successful performance of the Company, shall be eligible to be
awarded shares under the Plan. From such eligible employees, the Committee
shall, from time to time, choose those, if any, to whom shares shall be
awarded. More than one award may be made to the same person, and subject to
the limitation upon the total number of shares available for issuance or
transfer pursuant to the Plan, there shall be no limit upon the number of
shares that may be awarded to a person.
SECTION 4. SHARES AVAILABLE.
The Board of Directors shall reserve for issuance or transfer to
employees pursuant to the Plan an aggregate of not to exceed 250,000 of the
shares of the Company without par value in addition to the shares previously
authorized prior to May 26, 1987. The shares shall be reserved out of (i)
treasury shares, or (ii) authorized but unissued shares, or (iii) out of
shares purchased on the market or from private sales from existing
shareholders. In the event that any shares are forfeited to the Company
pursuant to an employee's Restricted Shares Agreement, the number of shares
forfeited shall thereafter be available for reissuance pursuant to the Plan.
SECTION 5. AUTHORITY OF COMMITTEE TO AWARD SHARES.
Subject to the provisions of the Plan, the Committee shall have full and
final authority to (i) select the persons to whom shares shall be awarded,
(ii) determine the number of shares to be awarded in each case and (iii)
prescribe the other terms and conditions applicable to each particular award.
The terms and conditions applicable to the various awards need not be
identical but shall, in the case of each award, include provisions (i)
imposing, and specifying the nature and extent of the restrictions and
specifying the circumstances under which the shares acquired pursuant to such
award hereunder will be required to be forfeited and surrendered to the
Company. The Company shall from time to time review the prior service of each
eligible employee and select those employees to whom, in the judgment of the
Committee, shares shall be awarded. The Committee shall evaluate the benefit
to the Company of each designated employee's past services and shall award to
such employee that number of shares which, in the judgment of the Committee,
(taking into account the compensation previously received by such employee for
such purposes) is commensurate with the value to the Company of such past
services. The Committee shall have full and final authority to authorize and
cause to be effected the issuance or transfer of shares awarded pursuant to
the Plan. Any shares awarded and issued or transferred pursuant to the Plan
shall, upon such issuance or transfer, be duly issued, validly outstanding
fully paid and non-assessible, but subject to such restrictions and risks of
forfeiture as may be imposed by the Committee. If, after the adoption of the
Plan there shall be a stock dividend, stock split or reverse stock split of
the shares of the Company, there shall be a pro rata adjustment of the number
of shares authorized by the Plan. If after the adoption of the Plan there
shall be a merger or consolidation of the Company with
<PAGE> 2
another corporation wherein the Company is the surviving corporation, if
necessary, there shall be a pro-rata adjustment of the number of shares
authorized by the Plan. If after the adoption of the Plan there shall be a
merger or consolidation of the Company wherein the Company is not the
surviving corporation or a dissolution or liquidation of the Company or a
transfer of all or substantially all of the assets of the Company, including
but not limited to, the ownership of 20th Century Insurance Company, the Plan
shall terminate. For purposes of this SECTION 5, the Company shall not be
deemed to be the surviving corporation of any merger or consolidation if, as a
result thereof, it becomes a wholly owned subsidiary corporation of another
entity.
SECTION 6. AMENDMENT AND TERMINATION OF PLAN.
The Board of Directors shall have the right to amend or terminate the
Plan at any time. No amendment or termination of the Plan (whether pursuant
to this Section 6 or Section 5 of the Plan) may, without the consent of an
employee who is a party to a Restricted Shares Agreement, materially and
adversely affect his or her rights under such Agreement. No awards may be
made under the Plan after its termination, but each then outstanding
Restricted Shares Agreement shall continue in effect in accordance with its
terms and shall continue to be subject to the provisions of the Plan.
SECTION 7. NO LIABILITY FOR GOOD FAITH DETERMINATIONS.
No member of the Committee shall be liable for any action or
determination taken or made or admitted to be taken or made in good faith
with respect to the Plan or any award made under it.
SECTION 8. MISCELLANEOUS.
(a) Each employee receiving an award of shares shall enter into an
individual written Restricted Shares Agreement with the Company relating to
such award which shall contain such provisions, consistent with the Plan, as
may be prescribed by the Committee.
(b) Neither the Plan nor any award made under it shall confer any right
to continue in the employ of the Company or interfere in any way with the
right of the Company to terminate any employment at any time.
(c) Each employee receiving an award shall furnish to the Company all
information requested at any time or from time to time by the Company to
enable it to comply with any reporting or other requirement imposed upon the
Company by or under any applicable statute or regulation.
(d) No shares issued or transferred to an employee under the Plan, so
long as such shares are subject to a risk of forfeiture imposed under the
Plan, may be transferred, assigned, pledged, hypothecated or disposed of in
any way (whether by operation of law or otherwise) except shares upon
forfeiture shall be transferred back to the Company or to another employee
upon being regranted.
<PAGE> 3
(e) No employee receiving an award pursuant to the Plan will be, or will
be deemed to be, a holder of any shares awarded until the issuance of a share
certificate in his or her name or in his or her name and the name of his or
her spouse as joint tenants or community property. No adjustment shall be
made for dividends or other rights for which the record date is prior to the
date such share certificate is issued.
(f) Nothing in the Plan or in any Restricted Shares Agreement entered
into pursuant to the Plan shall require the Company to issue or transfer any
shares pursuant to an award if such issuance or transfer would, in the opinion
of the Committee, constitute or result in a violation of any applicable
statute or regulation of any jurisdiction relating to the disposition of
securities.
(g) If the Committee shall determine, in its discretion, that the
listing, registration or qualification of shares awarded pursuant to the Plan
upon any securities exchange or under any applicable statute or regulation of
any jurisdiction relating to securities, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or
in connection with, the issuance or transfer of such shares, nothing in the
Plan or in any Restricted Shares Agreement shall require the Company to issue
or transfer such shares unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any
conditions not acceptable to the Committee.
(h) In connection with each award made pursuant to the Plan, it shall be
a condition precedent to the Company's obligation to issue or transfer awarded
shares to an employee or to evidence the removal of any restrictions on
transfer or lapse of any risk of forfeiture that such employee make
arrangements satisfactory to the Company to insure that the amount of any
federal or other withholding tax required to be withheld with respect to such
sale or transfer on such removal or lapse is made available to the Company for
timely payment of such tax.
SECTION 9. PLAN CONTROLS.
Each Restricted Shares Agreement shall incorporate by reference the
terms and provisions of the Plan. In the event of any conflict between the
terms and provisions of a Restricted Shares Agreement and those of the Plan,
the terms and provisions of the Plan, including, without limitation, those
with respect to powers of the Committee, shall prevail and be controlling.
SECTION 10. EFFECT OF HEADINGS.
The section headings contained in the Plan are for convenience only and
shall not affect the construction of the Plan.
SECTION 11. SHAREHOLDER APPROVAL.
The Plan shall not become effective and no shares shall be granted
pursuant to it until approved by the affirmative votes of the holders of a
majority of the outstanding shares of the Company present, or represented, and
entitled to vote at a meeting of shareholders to be held on May 25, 1982.
<PAGE> 4
SECTION 12. SHAREHOLDER APPROVAL TO FIRST AMENDMENT.
The First Amendment to 20th Century Industries Restricted Shares Plan
shall not become effective and no shares shall be granted pursuant to such
amendment until it is approved by the affirmative votes of the holders of a
majority of the outstanding shares of the Company present, or represented, and
entitled to vote at a meeting of shareholders to be held on May 26, 1987.
<PAGE> 5
April 3, 1996
(213) 229-7000 C 00335-00014
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 (the "Commission") of the Company's
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "1933 Act") covering 361,656 shares of
common stock, without par value ("Common Stock"), of the Company which have
previously been issued or may be issued in the future pursuant to awards under
the Company's Restricted Shares Plan (the "Plan"), and (ii) the preparation of
(a) a reoffer prospectus as permitted by General Instruction C for Form S-8
(the "Reoffer Prospectus"), covering 47,438 shares of Common Stock previously
issued under the Plan during the two years prior to the date hereof to persons
who may be considered affiliates of the Company, as defined in Rule 405 under
the 1933 Act, and (b) the prospectus to be delivered to recipients of awards
under the Plan as required pursuant to Item 1 of Form S-8 (the "Prospectus").
As such counsel, we have examined the Registration Statement, the
Reoffer Prospectus, the Prospectus, the Plan and exhibits thereto and such
other documents, and have obtained such certificates and assurances from
officers and representatives of the Company and
LA960930.091/1+ EXHIBIT 5
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<PAGE>
April 3, 1996
Page 2
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 Plan
and amendments thereto and by the committee of directors administering the
Plan (the "Committee") in connection with the grant of shares of Common Stock
pursuant to the Plan, and we assume for the purposes of this opinion that
neither the Company nor the Committee has or will grant any award under the
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.
On the basis of and in reliance upon the foregoing examinations,
inquiries and assumptions, and such other matters of fact and questions of law
as we have deemed appropriate, and subject to the limitations contained herin,
we are of the opinion that (i) the shares of Common Stock covered by the
Reoffer Prospectus have been duly and validly issued and are fully paid and
nonassessable and (ii) the shares of Common Stock to be issued in the future
by the Company pursuant to the Plan will, when issued in accordance with the
terms of the Plan, be duly and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhitit 5 to
the Registration Statement and to the reference to this firm under the caption
"Legal Matters" contained in the Reoffer Prospectus. In giving this consent,
we do not admit that we are within the category of persons whose consent is
required under Section 7 of the 1933 Act or the General Rules and Regulations
of the Commission.
Very truly yours,
GIBSON, DUNN & CRUTCHER
PFZ/BPW/DMM
LA960930.091/1+ EXHIBIT 5
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<PAGE>
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' Restricted Shares Plan and to the incorporation by reference
therein of our report dated February 2, 1996 with respect to the consolidated
financial statements and schedule for 20th Century Industries included in its
Form 10-K for the year ended December 31, 1995 filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Los Angeles, California
April 3, 1996
LA960720.169 EXHIBIT 23.1
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