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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) SEPTEMBER 3, 1998
20th Century Industries
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(Exact name of registrant as specified in charter)
California 0-6964 95-1935264
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification Number)
6301 Owensmouth Avenue, Suite 700, Woodland Hills, California 91367
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code (818) 704-3700
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
At the September 3, 1998 meeting of the board of directors (the
"Board") of 20th Century Industries, a California corporation (the
"Corporation"), American International Group, Inc., a Delaware corporation
(together with its subsidiaries "AIG"), the beneficial owner of more than
50% of the outstanding voting securities of the Corporation, agreed with
members of the Board who are not affiliated with AIG to reconstitute the Board
with the following existing directors not affiliated with AIG: William H.
Braddock, R. Scott Foster, John B. De Nault, III, Gregory M. Shepard and
Arthur H. Voss; William L. Mellick, Chief Executive Officer and President of
the Corporation; and the following persons proposed by AIG: Maurice R.
Greenberg, Robert M. Sandler, William N. Dooley, Howard I. Smith, Roxani M.
Gillespie, James P. Miscoll and Florence Davis. Through a series of steps
designed to effectuate this transition, Rachford Harris and John B. De Nault
resigned from the Board; the size of the Board was increased to thirteen
directors; Maurice R. Greenberg, Roxani M. Gillespie, James P. Miscoll,
Robert M. Sandler, Howard I. Smith and Florence Davis were appointed to the
Board; and Maurice R. Greenberg was elected Chairman of the Board.
AIG also converted all remaining outstanding shares of Series A
Convertible Preferred Stock, par value $1 per share, of the Corporation. In
addition, AIG delivered a statement, attached hereto as an exhibit,
reaffirming, among other things, AIG's support for the Corporation's strategy
and business plan.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired. Not Applicable.
(b) Pro Forma Financial Information. Not Applicable
(c) EXHIBITS
99.1 Press Release, dated September 3, 1998.
99.2 Statement of AIG with respect to the Corporation.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Corporation has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
20th Century Industries
(Registrant)
By: /s/ William L. Mellick
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William L. Mellick
President and CEO
Date: September 4, 1998
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EXHIBIT 99.1
[20TH CENTURY LETTERHEAD]
Contact:
Frank Moore at 213/629-4974
Company contact: Rick Dinon or
Ric Hill at 818/704-3514
FOR IMMEDIATE RELEASE September 3, 1998
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20TH CENTURY INDUSTRIES ANNOUNCES AGREEMENTS WITH
AMERICAN INTERNATIONAL GROUP REGARDING BOARD
REPRESENTATION AND OTHER MATTERS
(WOODLAND HILLS, CA) -- 20th Century Industries (NYSE: TW), the Woodland
Hills-based insurance holding company, today said it has successfully
concluded discussions with American International Group, Inc. (AIG) obviating
the need for a special shareholders meeting.
20th Century's Board of Directors will be reconstituted in a manner
acceptable to both companies, according to 20th Century's Board Chairman
John B. De Nault. AIG Chairman and Chief Executive Officer M. R. Greenberg
will joins 20th Century's board and will assume its chairmanship.
Continuing as board member are William N. Dooley, Robert M. Sandler and
Howard I. Smith. Dooley is AIG senior vice president, financial services.
Sandler is AIG executive vice president, senior casualty actuary and senior
claims officer. Smith is AIG executive vice president, chief financial
officer and comptroller.
Joining these AIG board members are Florence A. Davis, AIG vice president and
general counsel, Roxani M. Gillespie, former California Insurance
Commissioner and a partner in the law firm of Barger and Wolen, LLP, San
Francisco, California, and James P. Miscoll who was vice chairman and a
member of the managing committee of BankAmerica Corporation until 1992 and
has served as consultant to AIG.
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20th CENTURY INDUSTRIES
Add One
Remaining on 20th Century's board are: William H. Braddock, John B. De Nault
III, R. Scott Foster, M.D., William L. Mellick, Gregory M. Shepard and
Arthur H. Voss. Mellick is 20th Century's president and chief executive
officer. No longer serving as board members are John B. De Nault and Rachford
Harris, who have voluntarily resigned in order to effectuate an orderly
transition and avoid the need for a special meeting of shareholders.
According to De Nault, AIG expects to explore with 20th Century ways to
capitalize on growth opportunities as they arise and to implement other
value-enhancing initiatives intended to benefit shareholders of 20th Century
generally. AIG will also explore ways to assist 20th Century in connection
with outstanding debt costs and short term financing needs. AIG's intention
is to maintain 20th Century's dividend policy in accordance with the
realization of earnings and the capital needs of 20th Century.
"We are very pleased AIG had articulated its strategy for the company and has
done so publicly," said John B. De Nault. "These are important matters for
the company's many institutional and individual investors, including its
directors, officers and employees. I believe AIG's statements will assure
investors about its ongoing commitment for all shareholders. These
representations also provided confidence for company policyholders and
employees that the 20th Century business model is endorsed and its continued
growth welcomed."
M. R. Greenberg stated, "AIG is known for its strong commitment to enhancing
shareholder value and this commitment applies to AIG's relationship with 20th
Century no less than to its other business relationships. We believe that
through close and collegial working relationships at many levels, both AIG
and 20th Century will benefit and create a stronger network of direct auto
business in western states and elsewhere in the U.S. The result will be
enhanced earnings and greater profitability for 20th Century's and AIG's
shareholders."
20th Century Industries is the ninth largest publicly held personal automobile
insurer in the United States. Founded in 1958, the company is traded on the
New York Stock Exchange under the trading symbol TW. The company's wholly
owned subsidiaries, 20th Century Insurance Company and 21st Century Casualty
Company, market personal automobile and personal excess liability insurance.
Both insurance subsidiaries sell directly to consumers without agents. 20th
Century Industries is headquartered at 6301 Owensmouth Avenue, Woodland Hills,
CA 91367; 818-704-3514. 20th Century's address on the Internet is
www.20thCenturyInsurance.com.
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EXHIBIT 99.2
AIG STATEMENT ON 20TH CENTURY INDUSTRIES
AIG has now reaffirmed out commitment to 20th Century Industries by
increasing our investment to over 50 percent of the outstanding common stock
of 20th Century, and we look forward to helping 20th Century continue to
expand its direct auto book in California and other markets. AIG does not
intend to change the way in which 20th Century conducts its business and
executes its strategy. At the time of AIG's initial investment in 20th
Century in 1994, AIG Chairman M.R. Greenberg stated, "20th Century has
successfully built a very efficient personal auto business. This is good
for the insurance buyer and is in keeping with our own strategies."
AIG expects to explore with 20th Century ways to capitalize on growth
opportunities as they arise and to implement other value-enhancing
initiatives intended to benefit shareholders of 20th Century generally. AIG
will also explore ways to assist 20th Century in connection with outstanding
debt costs and short term financing needs. AIG's intention is to maintain
20th Century's dividend policy in accordance with the realization of earnings
and the capital needs to 20th Century. AIG does not intend to effect changes
in the senior management of 20th Century, but expects that management's
performance will be subject to review on an ongoing basis by 20th Century's
Board of Directors.
AIG currently writes personal auto insurance in 46 states. Although
auto is often our lead product in the personal lines marketplace, AIG also
cross-sells a wide variety of other personal insurance products, including
homeowners, umbrella, warranty, life and personal accident insurance. Our
investment in 20th Century clearly complements AIG's strategy of building a
personal lines business in the United States.
AIG recognizes that a developed body of law exists that would govern
its obligations with respect to conflicts of interest that may arise from
time to time in connection with its dealings with 20th Century. AIG intends
to act in accordance with its legal obligations under such circumstances.
Where appropriate, AIG intends to draw on 20th Century's Board of Directors
to resolve issues that may be perceived as involving potential conflicts of
interest.
AIG is known for its strong commitment to enhancing shareholder value,
and this commitment applies to AIG's relationship with 20th Century no less
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than to its other business relationships. We believe that through close and
collegial working relationships at many levels, both AIG and 20th Century
will benefit and create a stronger network of direct auto business in Western
states and elsewhere in the U.S. The result will be enhanced earnings and
greater profitability for 20th Century's and AIG's shareholders.
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