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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 27, 1998
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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 File (IRS Employer
of incorporation) Number) Identification Number)
6301 Owensmouth Avenue, Suite 700, Woodland Hills 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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(Former name or former address, if changed since last report) Not applicable
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Pursuant to the Investment and Strategies Alliance Agreement between
Registrant and American International Group, Inc., ("AIG"), as approved by
Registrant's common shareholders on December 15, 1994, on July 27, 1998, AIG
exercised 16,000,000 Series A Warrants at a purchase price of $9.10 per share
of the Registrant's common stock for total proceeds to the Registrant of
$145.6 million. AIG also tendered to Registrant 224,750 shares of the Series A
Preferred Stock for conversion to 19,836,714 shares of Registrant's common
stock. As a result of these common stock issuances, AIG currently owns
44,243,868 shares of common stock, or 50.51% (44,261,520 shares of common
stock, or 50.53% on a diluted basis).
In connection with AIG's exercise of the Series A Warrants and conversion of
the shares of Series A Preferred Stock, the Registrant has entered into
preliminary discussions with AIG concerning possible changes in the
composition of the Registrant's Board to reflect AIG's increased ownership of
common stock as a result of such exercise and conversion.
News release dated July 27, 1998 is attached.
ITEM 5. OTHER EVENTS.
On July 29, 1998, Registrant received a letter dated July 29, 1998 from
Gregory M. Shepard, President of American Union Financial Corporation,
advising Registrant that Gregory M. Shepard and Tracy M. Shepard as ultimate
parent entities of American Union Financial Corporation and its subsidiaries,
Direct Auto Insurance Company and American Union Life Insurance Company
("American Union"), had, pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, made a filing with the United States Federal Trade
Commission and the United States Department of Justice for the $15 million
notification threshold thereunder. The filing aggregates the 4,850,000 shares
of Registrant's common stock currently held and an unknown number of shares of
Registrant's common stock which may be acquired by Gregory M. Shepard and
Tracy M. Shepard (or entities controlled by them), depending on market
conditions and pending receipt of the necessary regulatory approvals.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
20th Century Industries
(Registrant)
Date: August 10, 1998 By: /s/ Margaret Chang
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Margaret Chang
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NEWS
Contact: Frank Moore 213/629-4974
Company contact: Rick Dinon
or Ric Hill 818/704-3514
FOR IMMEDIATE RELEASE July 27, 1998
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20th CENTURY INDUSTRIES TO ADD $145.6 MILLION IN CAPITAL
FROM EXERCISE OF WARRANTS: AIG TO CONVERT PREFERRED STOCK
(WOODLAND HILLS, CALIF.) 20th Century Industries (NYSE:TW), the Woodland
Hills-based insurance holding company, today said American International
Group, Inc. (AIG) has presented its entire 16 million warrants for exercise
to common stock at a price of $9.10 each. Proceeds from the exercise will add
$145.6 million to 20th Century's capital.
The company also announced that AIG has tendered 224,750 shares of Series A
preferred stock for conversion to common. This will require issuance of
19,836,716 shares of common stock. At June 30, 1998, common shares
outstanding were 51,728,381 and book value per common share was $7.76. Had
this transaction occurred at the end of the second quarter 1998, book value
would have been $8.81 and common shares outstanding would have totaled
87,565,098.
"The 1994 financial alliance between American International Group, Inc. (AIG)
and 20th Century Industries, which saved the Company, has worked exceedingly
well and we have found AIG to be a good strategic partner," said John
De Nault, chairman of 20th Century Industries. "Our board of directors will
continue to work with AIG to define the future scope of 20th Century. Our
objectives are to reach an agreement to continue an equitable dividend
policy, obtain proper market support for our stock and establish independent
mechanisms to protect and provide assurance for minority stockholders.
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20th CENTURY INDUSTRIES
DE NAULT STATEMENT
Add One
20th Century Industries is the eighth-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, Calif., 91367; 818-704-3514. 20th Century's address on the Internet is
WWW.20th CENTURY INSURANCE.COM.
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