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)
901272 20 3
(CUSIP Number)
Maxwell Freeman, c/o Freeman & D'Aiuto
1818 Grand Canal Boulevard, Suite 4
Stockton, CA 95207, 209-474-1818
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 7, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this
Schedule 13D. and is filing this schedule because of SS240.13d-
1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. []
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See S240.13d-7 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).
SEC 1746(2-98)
<PAGE>
SCHEDULE 13D
CUSIP NO. PAGE 2 OF 22 PAGES
901272 20 3
1 NAME OF REPORTING PERSONS.
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (entities
only).
R. Scott Foster
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF 295,112 shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,045,014 shares
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 295,112 shares
WITH
10 SHARED DISPOSITIVE POWER
5,045,014 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
319,318 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[x] Excludes a remainder interest in a portion of the shares
owned by the Foster Trust
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.62%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. PAGE 3 OF 22 PAGES
901272 20 3
1 NAME OF REPORTING PERSONS.
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (entities
only).
Gladyce L. Foster and Robert Scott Foster as Trustees of the
Louis W. Foster and Gladyce L. Foster Revocable Trust Dated
December 10, 1991
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
NUMBER OF 4,725,696 shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,725,696 shares
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,725,696 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.14%
14 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
SCHEDULE 13D
CUSIP NO. PAGE 4 OF 22 PAGES
901272 20 3
1 NAME OF REPORTING PERSONS.
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (entities
only).
Gregory A. Foster
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF 274,322 shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 274,322 shares
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
274,322 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[x] Excludes a remainder interest in a portion of the shares
owned by the Foster Trust
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.51%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. PAGE 5 OF 22 PAGES
901272 20 3
1 NAME OF REPORTING PERSONS.
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (entities
only).
Basil G. Witt and Judith Witt as Trustees of the Witt Family
Trust Dated June 24, 1996
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
NUMBER OF 262,471 shares
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 262,471 shares
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,471 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[x] Excludes Judith Witt's remainder interest in a portion
of the shares owned by the Foster Trust
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.51%
14 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
SCHEDULE 13D
CUSIP NO. PAGE 6 OF 22 PAGES
901272 20 3
1 NAME OF REPORTING PERSONS.
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (entities
only).
Christina Kirkpatrick
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF 101,277 shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 101,277 shares
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[x] Excludes a remainder interest in a portion of the shares
owned by the Foster Trust
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.20%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. PAGE 7 OF 22 PAGES
901272 20 3
1 NAME OF REPORTING PERSONS.
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (entities
only).
R. Scott Foster as Trustee of the R. Scott Foster, M.D., Inc.
401(k) Profit Sharing Plan and Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
NUMBER OF 24,206 shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 24,206 shares
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,206 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.05%
14 TYPE OF REPORTING PERSON (See Instructions)
EP
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this statement
(this "Statement") relates is the common shares without par value
(the "Common Stock") of 20th Century Industries, Inc., a
California corporation ("20th Century"). The principal executive
offices of 20th Century are located at 6301 Owensmouth Avenue,
Suite 700, Woodland Hills, California 91367.
Item 2. Identity and Background.
(a) This Statement is filed by R. Scott Foster ("R. S.
Foster"), a United States citizen, on behalf of himself and the
following individuals and entities:
Gladyce L. Foster and R. S. Foster as Trustees of the
Louis W. Foster and Gladyce L. Foster Revocable Trust Dated
December 10, 1991 (the "Foster Trust");
Gregory A. Foster, an individual ("G. A. Foster");
Basil G. Witt and Judith Witt as Trustees of the Witt
Family Trust Dated June 24, 1996 (the "Witt Trust");
Christina Kirkpatrick, an individual ("Kirkpatrick");
and
R. Scott Foster, M.D. Inc. 401(k) Profit Sharing Plan
and Trust (the "Profit Sharing Trust");
collectively, the "Reporting Persons." A copy of an Agreement of
Joint Filing dated as of July 10, 1998 by and among R. S. Foster,
the Foster Trust, G. A. Foster, the Witt Trust, Kirkpatrick and
the Profit Sharing Trust is attached hereto as Exhibit A.
(b)(c)(f) The name, citizenship, business or residence
address, state or place of organization and present principal
occupation or business of each of the Reporting Persons are set
forth in Schedule I to this Statement which is incorporated
herein by reference.
(d)(e) During the last five years, neither R. S.
Foster nor, to the knowledge of R. S. Foster, any of the
Reporting Persons including the Trustees of the Trusts named
herein, has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, United States federal or state securities laws or
finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
<PAGE>
Item 4. Purpose of Transaction.
The Reporting Persons are parties to a Stock Purchase
Agreement (the "Stock Purchase Agreement"), dated as of July 10,
1998, by which the Reporting Persons have agreed to sell a total
of 4,576,001 shares of the Common Stock of 20th Century to
American International Group, Inc., a Delaware corporation. The
closing under the Stock Purchase Agreement occurred with respect
to 4,376,001 shares on July 14, 1998 and with respect to 200,000
shares on July 15, 1998. A copy of the Stock Purchase Agreement
is attached hereto as Exhibit B.
Item 5. Interest in Securities of the Issuer.
(a) Immediately prior to closing of the transaction:
R. S. Foster was the direct beneficial owner of 295,112 shares
(0.57%) of Common Stock.; The Foster Trust was the direct
beneficial owner of 4,725,696 shares (9.14%) of Common Stock, G.
A. Foster was the direct beneficial owner of 274,322 shares
(0.53%) of Common Stock; The Witt Trust was the direct beneficial
owner of 262,471 shares (0.51%) of Common Stock. Kirkpatrick was
the direct beneficial owner of 101,277 shares (0.20%) of Common
Stock; and The Profit Sharing Trust was the direct beneficial
owner of 24,206 shares (0.05%) of Common Stock. R. S. Foster is
a beneficial owner of the shares of Common Stock owned by the
Profit Sharing Trust. R. S. Foster, G. A. Foster, Kirkpatrick
and Judith Witt have a remainder interest in a portion of the
assets of the Foster Trust, and may be deemed beneficial owners
of a portion of the shares of Common Stock held by the Foster
Trust. The aggregate number of shares of Common Stock owned by
the Reporting Persons immediately prior to closing of the
transaction was 5,683,032, which R. S. Foster believes to be
10.99% of the Common Stock outstanding at this time.
Upon closing of the transaction: R. S. Foster is the
direct beneficial owner of 42,014 shares (0.08%) of Common
Stock.; The Foster Trust is the direct beneficial owner of
862,848 shares (1.67%) of Common Stock; G. A. Foster is the
direct beneficial owner of 38,473 shares (0.07%) of Common Stock;
The Witt Trust is the direct beneficial owner of 162, 471 shares
(0.31%) of Common Stock; Kirkpatrick is the direct beneficial
owner of 1,277 shares (0.002%) Common Stock; and the Profit
Sharing Trust is the direct beneficial owner of 0 shares (0%) of
Common Stock. R. S. Foster is a beneficial owner of the shares
of Common Stock that were held by Profit Sharing Trust. R. S.
Foster, G. A. Foster, Kirkpatrick and Judith Witt have a
remainder interest in a portion of the assets of the Foster
Trust, and may be deemed beneficial owners of a portion of the
shares of Common Stock held by the Foster Trust. The aggregate
number of shares of Common Stock owned by the Reporting Persons
immediately after the closing of the transaction was 1,107,083,
which R. S. Foster believes to be 2.14% of the Common Stock
outstanding at this time.
The percentages of Common Stock described above are
based on the number of shares of Common Stock outstanding as of
April 24, 1998 (51,715,380 shares) as reported by 20th Century in
its Quarterly Report on Form 10-Q for the three-month period
ended March 31, 1998.
<PAGE>
(b) Until sale of the Common Stock under the terms of
the Stock Purchase Agreement, each of the Reporting Persons had
the power to vote or dispose of the Common Stock it owned. Each
of the Reporting persons has the power to vote and dispose of the
common stock it owns. R. S. Foster as trustee of the Foster
Trust and the Profit Sharing Trust shares voting and dispositive
power over the shares of Common Stock that were held by such
trusts prior to closing of the transaction and shares voting and
dispositive power of the shares of Common Stock now held by the
Foster Trust.
(c) Other than the transactions described above, none
of R. S. Foster, nor, to the knowledge of R. S. Foster, the
Reporting Persons have effected any transactions in the Common
Stock within the past 60 days.
(d) No other person is known by R. S. Foster or the
Reporting Persons to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock held by the Reporting Persons.
(e) The Reporting Persons collectively ceased to be
beneficial owners of more than five percent of the Common Stock
on July 14, 1998.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The Reporting Persons entered into the Stock Purchase
Agreement attached hereto as Exhibit B.
As of the date of this Statement, R. S. Foster, is a
member of the board of directors of 20th Century.
Item 7. Material to Be Filed as Exhibits.
Schedule I, listing the name, citizenship, business or
residence address, state or place of organization, and present
principal occupation or business of each of the Reporting
Persons.
Exhibit A, Agreement of Joint Filing, dated as of July
10, 1998, among The Foster Trust, G. A. Foster, R. S. Foster, the
Witt Trust, Kirkpatrick and the Profit Sharing Trust.
Exhibit B, Stock Purchase Agreement, dated as of July
10, 1998, among The Foster Trust, G. A. Foster, R. S. Foster, the
Witt Trust, Kirkpatrick, the Profit Sharing Trust and American
International Group, Inc., a Delaware Corporation.
<PAGE>
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certifies that the
information contained in this Statement is true, complete and
correct.
Date: July 17, 1998 /s/ R. Scott Foster, M.D.
R. Scott Foster, M.D.
<PAGE>
SCHEDULES AND EXHIBITS
Schedule I, listing the name, citizenship, business
address, state or place of organization, and present principal
occupation or business of each of the Reporting Persons.
Exhibit A, Agreement of Joint Filing, dated as of July
10, 1998, among The Foster Trust, G. A. Foster, R. S. Foster, the
Witt Trust, Kirkpatrick and the Profit Sharing Trust.
Exhibit B, Stock Purchase Agreement, dated as of July
10, 1998, among The Foster Trust, G. A. Foster, R. S. Foster, the
Witt Trust, Kirkpatrick, the Profit Sharing Trust and American
International Group, Inc., a Delaware Corporation.
<PAGE>
SCHEDULE I
Citizenship/St Principal
Reporting Person ate or Place Business Address Occupation/
of Business
Organization
R. Scott Foster U.S.A. 36 West Yokuts Ophthalmologist
Stockton, CA
95207
Gladyce L. Foster California 3213 Elvido Drive Asset
and Robert Scott Los Angeles, CA preservation
Foster as Trustees 90049 and
of the Louis W. appreciation
Foster and Gladyce
L. Foster
Revocable Trust
Dated December 10,
1991
Gladyce L. Foster, U.S.A. 3213 Elvido Drive Homemaker
Trustee Los Angeles, CA
90049
Gregory A. Foster U.S.A. 27327 North Investor
Bronco Dr.
Canyon County, CA
91351
Basil G. Witt and California 211 Pearl Avenue Asset
Judith Witt as Balboa Island, CA preservation
Trustees of the 92662 and
Witt Family Trust appreciation
dated June 24,
1996
Basil C. Witt, U.S.A. 211 Pearl Avenue Retired
Trustee Balboa Island, CA
92662
Judith Witt, U.S.A. 211 Pearl Avenue Retired
Trustee Balboa Island, CA
92662
Christina U.S.A. 28681 Deep Creek Homemaker
Kirkpatrick Mission Viejo, CA
92692
R. Scott Foster as California 36 West Yokuts Retirement
Trustee of the R. Stockton, CA investments
Scott Foster, 95207
M.D., Inc. 401(k)
Profit Sharing
Plan and Trust
<PAGE>
EXHIBIT A
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing on behalf or each of them of a Statement on
Schedule 13D, or any amendments thereto, with respect to the
Common Stock, without par value, of 20th Century Industries and
that this Agreement be included as an Exhibit to such filing.
Each of the undersigned represents and warrants to the
others that the information about it contained in the Schedule
13D and any amendment thereto will be true, correct and complete
in all material respects and in accordance with all applicable
laws. Each of the undersigned agrees to inform the others of any
changes in such information or of any additional information
which would require any amendment to the Schedule 13D and to
promptly file such amendment.
Each of the undersigned agrees to indemnify the others
for any losses, claims, liabilities or expenses (including
reasonable legal fees and expenses) resulting from, or arising in
connection with, the breach by such party of any representations,
warranties or agreements in this Agreement.
This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and
all of which together shall be deemed to constitute one and the
same Agreement.
IN WITNESS WHEREOF, each of the undersigned hereby
execute this Agreement as of July 10, 1998.
GLADYCE L. FOSTER AND ROBERT SCOTT
FOSTER AS TRUSTEES OF THE LOUIS W.
FOSTER AND GLADYCE L. FOSTER
REVOCABLE TRUST
By: /s/ Gladyce L. Foster
Gladyce L. Foster
Trustee
By: /s/ Robert Scott
Robert Scott Foster
Trustee
<PAGE>
/s/ R. Scott Foster
R. SCOTT FOSTER
/s/ Gregory A.
GREGORY A. FOSTER
BASIL G. WITT AND JUDITH WITT AS
TRUSTEES OF THE WITT FAMILY TRUST
By: /s/ Basil G. Witt
Basil G. Witt
Trustee
By: /s/ Judith Witt
Judith Witt
Trustee
/s/ Christina Kirkpatrick
CHRISTINA KIRKPATRICK
R. SCOTT FOSTER AS TRUSTEE OF THE
R. SCOTT FOSTER, M.D., INC. 401(K)
PROFIT SHARING PLAN AND TRUST
By: /s/ R. Scott Foster
R. Scott Foster
Trustee
<PAGE>
EXHIBIT B
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of July 10, 1998,
among AMERICAN INTERNATIONAL GROUP, INC., a Delaware corporation
(the "Purchaser"), GLADYCE L. FOSTER AND ROBERT SCOTT FOSTER AS
TRUSTEES OF THE LOUIS W. FOSTER AND GLADYCE L. FOSTER REVOCABLE
TRUST DATED DECEMBER 10, 1991 (the "Foster Trust"), Gregory A.
Foster ("G. A. Foster"), R. SCOTT FOSTER ("R. S. Foster"), BASIL
G. WITT AND JUDITH WITT AS TRUSTEES OF THE WITT FAMILY TRUST
DATED JUNE 24, 1996 (the "Witt Trust"), CHRISTINA KIRKPATRICK
("Kirkpatrick") and R. SCOTT FOSTER AS TRUSTEE OF THE R. SCOTT
FOSTER, M.D., INC., 401(k) PROFIT SHARING PLAN AND TRUST (the
"Profit Sharing Trust", and together with the Foster Trust, the
Witt Trust, G. A. Foster, R. S. Foster and Kirkpatrick, the
"Sellers").
WHEREAS, as of the date hereof, the Foster Trust is the
owner of 3,862,858 shares (the "Foster Trust Shares"), G. A.
Foster is the owner of 235,849 shares (the "G. A. Foster
Shares"), R. S. Foster is the owner of 253,098 shares (the "R. S.
Foster Shares"), the Witt Trust is the owner of 100,000 shares
(the "Witt Trust Shares"), Kirkpatrick is the owner of 100,000
shares (the "Kirkpatrick Shares") and the Profit Sharing Trust is
the owner of 24,206 shares (the "Profit Sharing Shares") and,
together with the Foster Trust Shares, the Witt Trust Shares, the
Kirkpatrick Shares, the G. A. Foster Shares and the R. S. Foster
Shares, the "Shares") of Common Stock, without par value (the
"Common Stock"), of 20th Century Industries, a California
corporation (the "Company").
WHEREAS, each of the Sellers wish to sell, and the
Purchaser wishes to purchase, either directly or through one or
more of its wholly-owned subsidiaries, the Shares.
NOW THEREFORE, in consideration of the premises set out
herein and for other good and valuable consideration given to
each party hereto, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:
Section 1. Sale and Purchase. Subject to the terms
and conditions herein set forth, the Purchaser agrees to purchase
from the Sellers and each of the Sellers agrees to sell and
deliver, or cause to be sold and delivered, to the Purchaser,
free and clear of all liens, proxies, claims, pledges, charges,
security interests, preemptive rights, restrictions and
encumbrances of any nature whatsoever, the Shares.
Section 2. Consideration and Payment. Upon the terms
and subject to the conditions herein set forth, on the Closing
Date (as defined in Section 4 hereof),
(a) each of the Sellers shall deliver to American
Stock Transfer & Trust Company, as transfer agent for the Company
(the "Transfer Agent"), a certificate or certificates for its
respective Shares, duly endorsed in blank or with stock powers
attached duly executed in blank, in proper form for transfer,
with all signatures properly guaranteed, or in proper form for
settlement through the book-entry system of The Depository Trust
Company, together with all other cash, stock or other property
required to be delivered to the Purchaser pursuant to Section
3(a) hereof. The Sellers shall pay all stamp and other taxes, if
any, which may be payable in respect of the sale and delivery to
the Purchaser of the Shares. In the event that certain of the
1
<PAGE>
Shares are not in proper form for transfer and settlement as of
the Closing Date, the Sellers shall deliver such Shares as are in
proper form to the Transfer Agent, the Purchaser shall pay the
Purchase Price (as hereinafter defined) for such Shares, and the
Sellers shall use their best efforts to deliver the remaining
Shares in proper form for transfer and settlement as soon as
practicable thereafter, and the Purchaser shall pay the Purchase
Price for such remaining Shares by wire transfer of federal funds
to the bank or banks and for accounts designated by the Sellers
of such Shares upon their delivery to the Transfer Agent; and
(b) Immediately upon receipt from the Transfer Agent
of an acknowledgment that Share certificates have been delivered
to the Transfer Agent in good order with viable instructions to
the Transfer Agent to issue Shares to the Purchaser, the
Purchaser shall deliver to the Sellers, by wire transfer of
federal funds to a bank or banks and for accounts to be
designated by the Sellers, Twenty-Nine dollars ($29.00) per share
(the "Purchase Price"), for each of the Shares delivered and
purchased hereunder. For purposes of this Section ,
acknowledgment by the Transfer Agent may be by telephone
confirmation or facsimile transmission.
Section 3. Adjustments to the Purchase Price. The
Purchase Price payable to the Sellers hereunder will be subject
to adjustment as follows:
(a) Any dividend or other distribution (whether in
cash, stock or otherwise) on the Shares to be sold by the Sellers
pursuant hereto with a record date after the date of this
Agreement and prior to the Closing Date shall be delivered by the
Sellers to the Purchaser on the Closing Date (or as soon as
practicable thereafter if the payment or distribution date occurs
subsequent to the Closing Date); provided, however, that the
Purchaser acknowledges and agrees that any cash dividend declared
on the Shares with a record date prior to the date hereof but not
paid to the Seller prior to the Closing date shall be for the
account of the Sellers. In the event of any merger,
consolidation or other business combination of the Company prior
to the Closing Date, the Sellers shall deliver to the Purchaser
on the Closing Date the total consideration received by the
Sellers upon consummation of any such transaction.
(b) The number of Shares hereunder shall be
appropriately adjusted in the event of any stock split or other
dividend, split-up, recapitalization, combination, exchange of
shares or the like or any other action that would have the effect
of changing or diluting the Purchaser's rights hereunder or
changing or increasing the Seller's ownership of any securities
of the Company.
Section 4. The Closing. Subject to Section 9 hereof,
the closing for the sale of the Shares under this Agreement shall
take place at the offices of the Purchaser, 70 Pine Street, New
York, New York, on July 13, 1998 or as soon as practicable
following, but in no event later than the first business day
following the satisfaction or waiver of the conditions herein set
forth; provided, however, that the parties agree to use their
best efforts to assure that the closing takes place no later than
July 16, 1998 and provided, further, that if the Sellers have
fulfilled and complied with all conditions and obligations under
this Agreement and the Purchaser has not purchased the Shares
within three business days after such conditions and obligations
have been fulfilled by the Sellers, the Sellers have no
obligation to sell or deliver the Shares to the Purchaser. The
date and time for the closing herein referred to as the "Closing
Date".
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Section 5. Other Covenants of The Sellers. During the
term of this Agreement, the Sellers agree that they shall not
sell, transfer, assign, encumber, pledge, tender or otherwise
dispose of, or grant any proxies or consents (other than to the
Purchaser or a designee thereof) with respect to, any Shares, or
enter into any contract, option or other arrangement or
understanding with respect to the voting, sale, transfer,
assignment, encumbrance or other disposition, directly or
indirectly, of any Shares, other than pursuant to this Agreement.
Section 6. Term. Except as otherwise specifically
herein, the obligations of the Purchaser and the Sellers under
this Agreement shall terminate one year following the Closing
Date (the "Expiration Date").
Section 7. Representations and Warranties of the
Purchaser. The Purchaser represents and warrants to the Sellers
that: (a) the Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware; (b) the execution, delivery and performance of this
Agreement by the Purchaser and the consummation by it of the
transactions contemplated hereby have been approved by all
necessary corporate action on the part of the Purchaser, and (c)
this Agreement has been duly executed and delivered by the
Purchaser and constitutes a valid and binding obligation of the
Purchaser, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.
Section 8. Representations and Warranties of the
Sellers. The Sellers each hereby represent and warrant to the
Purchaser that: (a) the execution, delivery and performance of
this Agreement by each Seller and the consummation by each Seller
of the transactions contemplated hereby have been approved by all
necessary action on the part of each Seller; (b) this Agreement
has been duly executed and delivered by each Seller and
constitutes a valid and binding obligation of each Seller,
enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and
other similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles, and
performance by each of the Sellers of this Agreement will not (i)
conflict with, require a consent, waiver or approval under, or
result in a breach of or default under, any of the terms of any
contract, commitment or other obligation (written or oral) to
which any Seller is party or by which any Seller is bound; (ii)
violate any order, writ, injunction, decree or statute, or any of
the properties or assets of any Seller; or (iii) result in the
creation of, or impose any obligation on any Seller to create,
any lien, charge or other encumbrance of any nature whatsoever
upon the Shares; (c) each Seller has full right, power and
authority to sell the Shares it has agreed to sell hereunder; (d)
each Seller owns the Shares it has agreed to sell hereunder, free
and clear of all liens, proxies, claims, pledges, charges,
security interests, preemptive rights, restrictions and
encumbrances of any nature whatsoever; and (e) upon transfer of
the Shares to the Purchaser pursuant hereto, the Purchaser will
acquire good and marketable title thereto, free and clear of all
liens, proxies, claims, pledges, charges, security interests,
preemptive rights, restrictions and encumbrances of any nature
whatsoever.
Section 9. Certain Conditions Precedent.
Notwithstanding any other provision of this Agreement, the
Purchaser shall not be obligated to purchase the shares pursuant
hereto if any of the following conditions exist:
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(a) the representations and warranties of the
Sellers contained in Section 8 hereof shall be incorrect in
any material respect or the Sellers shall have failed to
comply in any material respect with their respective
obligations and convenants as herein set forth;
(b) (i) the Foster Trust shall have failed to
deliver an opinion from Warren & Herman, counsel to the
Foster Trust, (ii) the Witt Trust shall have failed to
deliver an opinion from counsel to the Witt Trust, or (iii)
the Profit Sharing Trust shall have failed to deliver an
opinion from counsel to the Profit Sharing Trust,
substantially in the form attached hereto as Annex A;
(c) a preliminary or permanent injunction or
other order by a court or governmental agency of competent
jurisdiction located in the United States shall have been
issued and remain in effect that would (i) make the
acquisition or holdings by the Purchaser of some or all of
the Shares illegal, or (ii) impose material limitation on
the ability of the Purchaser effectively to acquire or hold
or to exercise full rights of ownership of the Shares
acquired by it, including, but not limited to, the right to
vote the Shares purchased by it on all matters properly
presented to the stockholders of the Company; or
(d) The Company shall have taken any action or
shall have declared any form of dividend or other
distribution to its stockholders that, as a result of the
purchase of the Shares by the Purchaser, could have,
directly or indirectly, an adverse effect on the Purchaser
or diminish the value of (i) the Shares if they were to be
beneficially owned by the Purchaser or (ii) any other
securities, options, warrants or rights to purchase
securities of the Company that are beneficially held by the
Purchaser or any of its subsidiaries.
The foregoing conditions are for the sole benefit of
the Purchaser and may be waived by the Purchaser in whole or in
part and such conditions will not survive the closing of the sale
of the Shares.
Section 10. Brokers. The Sellers and the Purchaser
represent to each other that neither they nor any of their
respective affiliates have employed any broker or finder or
incurred any liability for any brokerage or finder's fees or
commissions or expenses related thereto in connection with the
negotiation, execution or consummation of this Agreement or any
of the transactions contemplated hereby and respectively agree to
indemnify and hold the others harmless from and against any and
all claims, liabilities or obligations with respect to any such
fees, commissions or expenses asserted by any person on the basis
of any act or statement alleged to have been made by such party
or its affiliate.
Section 11. Specific Performance. Each Seller
acknowledges that damages would be an inadequate remedy for any
breach by the Sellers of the provisions of this Agreement and
agrees that the obligations of the Sellers hereunder shall be
specifically enforceable and the Sellers shall not take any
action to impede the Purchaser from seeking to enforce such right
of specific performance.
Section 12. Notices. All notices, requests, claims,
demands and other communications hereunder shall be effective
upon receipt (or refusal of receipt), shall be in writing and
shall be delivered in person, by cable, telegram or telex, or by
mail (registered or certified mail, postage prepaid, return
receipt requested) to the Sellers at c/o Freeman & D'Aiuto, 1818
Grand Canal Boulevard, Suite 4, Stockton, California 94027,
Attention: Maxwell M. Freeman, Esq. and to the Purchaser at 70
Pine Street, New York, New York 10270, Attention: Chief
Financial Officer, or to such other address as any party may have
furnished to the other parties in writing in accordance herewith.
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Section 13. Binding Effect; Survival. Upon execution
and delivery of this Agreement by the Purchaser, this Agreement
shall become effective as to the Sellers at the time the Sellers
execute and deliver this Agreement. This Agreement shall inure
to the benefit of and be binding upon the parties hereto and
their respective heirs, personal representatives, successors and
assigns. Notwithstanding anything to the contrary set forth in
this Agreement, the representations and warranties included in
Section 8 shall survive the purchase and sale of the Shares
hereunder.
Section 14. Assignment. The Purchaser may, without
the consent of the Sellers, assign its rights hereunder to any
direct or indirect wholly owned subsidiary of the Purchaser,
provided that any such assignment shall not affect the
obligations of the Purchaser hereunder. The Sellers shall not
have either the right or the power to assign or delegate any
right or obligation hereunder to any other person or entity, and
any such purported assignment or delegation shall be void.
Section 15. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the
State of New York, without giving effect to the principles of
conflict of laws thereof.
Section 16. Counterparts. This Agreement may be
executed in several counterparts, each of which shall be an
original, but all of which together shall constitute the
Agreement.
Section 17. Effect of Headings. The section headings
herein are for convenience only and shall not affect the
construction hereof.
Section 18. Additional Agreements; Further Assurance.
Subject to the terms and conditions herein provided, each of the
parties hereto agrees to use all reasonable efforts to take, or
cause to be taken, all actions and to do, or cause to be done,
all things necessary, proper or advisable to consummate and make
effective the transactions contemplated by this Agreement. The
Sellers will provide the Purchaser with all instruments of
conveyances, assignments, transfer and delivery which may
reasonably be requested by the Purchaser and will take reasonable
steps to enable the Purchaser to obtain all rights and benefits
provided to it hereunder.
Section 19. Severability. The invalidity or
unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of
this Agreement, which shall remain in full force and effect.
Section 20. Amendment Waiver. No amendment or waiver
of any provision of this Agreement or consent to departure
therefrom shall be effective unless in writing and signed by the
Purchaser and the Sellers, in the case of an amendment, or by the
party which is the beneficiary of any such provision, in the case
of a waiver or a consent to departure therefrom.
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Section 21. Filings; Press Releases. The Sellers
agree that, except as may be required by law, the Sellers will
not issue any press release or make any public filings or other
statements with respect to the matters contemplated by this
Agreement. To the extent any such release, filing or statement
is legally required, the Sellers will provide the Purchaser with
advance notice of the substance of any such release, filing or
statement and otherwise cooperate with the Purchaser with respect
thereto.
IN WITNESS WHEREOF, this Agreement has been duly
executed by the parties hereto all as of the day and year first
above written.
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Howard I. Smith
Name: Howard I. Smith
Title: Executive Vice President
GLADYCE L. FOSTER AND ROBERT SCOTT FOSTER
AS TRUSTEES OF THE LOUIS W. FOSTER AND
GLADYCE L. FOSTER REVOCABLE TRUST
By: /s/ Gladyce L. Foster
Name: Gladyce L. Foster
Title: Trustee
By: /s/ Robert Scott Foster
Name: Robert Scott Foster
Title: Trustee
/s/ Robert Scott Foster
ROBERT SCOTT FOSTER
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BASIL G. WITT AND JUDITH WITT AS
TRUSTEES OF THE WITT FAMILY TRUST
By: /s/ Basil G. Witt
Name: Basil G. Witt
Title: Trustee
By: /s/ Judith Witt
Name: Judith Witt
Title: Trustee
/s/ Christina Kirkpatrick
CHRISTINA KIRKPATRICK
R. SCOTT FOSTER AS TRUSTEE OF THE
R. SCOTT FOSTER, M.D. PROFIT SHARING TRUST
By: /s/ R. Scott Foster
Name: R. Scott Foster
Title: Trustee
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