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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
20th Century Industries
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
90127220
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(CUSIP Number)
Gregory M. Shepard
American Union Insurance Company
300 East Washington Street
Bloomington, Illinois 61701
Phone No.: (309) 829-1061
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 17, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box /X/.
Check the following box if a fee is being paid with the statement /X/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) 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).
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CUSIP NO. 90127220 13D PAGE OF PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
AMERICAN UNION INSURANCE COMPANY
I.R.S. No. 37-0558630
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* (See Instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
ILLINOIS
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7 SOLE VOTING POWER
NUMBER OF
5,505,100
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
5,505,100
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,505,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3
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14 TYPE OF REPORTING PERSON* (See Instructions)
IC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer
This statement amends the statement on Schedule 13D dated May 5, 1995
("Schedule 13D"), previously filed by American Union Insurance Company, an
Illinois stock property and casualty insurance company (f/k/a Union Automobile
Insurance Company) "AUIC", relating to the common stock, without par value
("Common Stock"), of 20th Century Industries, a California corporation (the
"Company"). The principal executive offices of the Company are located at 6301
Owensmouth Avenue, Woodland Hills, California 91367.
Each capitalized term used in this statement which is defined in the
Schedule 13D shall have the meaning ascribed in the Schedule 13D.
Item 2. Identity and Background
(a) through (c). This statement is filed by AUIC on behalf of itself and
its wholly owned subsidiary, American Union Life Insurance Company, an Illinois
stock life, accident & health insurance company ("AULIC"). On April 8, 1999
AULIC and AUIC entered into an Agreement and Plan of Merger to merge AULIC with
and into AUIC. The merger will be effective on December 31, 1999 upon the
anticipated issuance of a Certificate of Merger by the Illinois Department of
Insurance.
The principal executive offices of AUIC and AULIC are located at 303
East Washington Street, Bloomington, Illinois 61701.
A list of the directors and executive officers ("Covered Persons") of
AUIC and AULIC, their business addresses and principal occupations is as
follows:
AUIC DIRECTORS AND EXECUTIVE OFFICERS
Gregory M. Shepard Chairman of the Board and President
303 East Washington Street
Bloomington, Illinois 61701
Tracy M. Shepard Director and Executive Vice President
303 East Washington Street
Bloomington, Illinois 61701
Wm. Mark Dalton Vice President-Claims & Secretary
303 East Washington Street
Bloomington, Illinois 61701
James D. Dickinson Vice President-Comptroller & Treasurer
303 East Washington Street
Bloomington, Illinois 61701
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Wallace T. Marciniak Vice President-Marketing
303 East Washington Street
Bloomington, Illinois 61701
Andrew F. Anderson Director
Commerce Bank, N.A.
120 North Center Street
Bloomington, Illinois 61701
Patrick F. Busch Director
Heartland Bank & Trust Company
401 North Hershey Road
Bloomington, Illinois 61701
Mark A. Weaver Director
Carpet Weaver's Inc.
820 Eldorado Road
Bloomington, Illinois 61704
AULIC DIRECTORS AND EXECUTIVE OFFICERS
Gregory M. Shepard Chairman of the Board & President
303 East Washington Street
Bloomington, Illinois 61701
Tracy M. Shepard Director and Executive Vice President
303 East Washington Street
Bloomington, Illinois 61701
Wm. Mark Dalton Director and Group Vice President and Secretary
303 East Washington Street
Bloomington, Illinois 61701
James D. Dickinson Director and Vice President-Comptroller & Treasurer
303 East Washington Street
Bloomington, Illinois 61701
William J. Olson Director and Vice President-Operations
303 East Washington Street
Bloomington, Illinois 61701
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Gregory A. Rippy Director and Vice President-Claims
303 East Washington Street
Bloomington, Illinois 61701
Edward J. Bingley Director and Vice President-Underwriting
303 East Washington Street
Bloomington, Illinois 61701
Wallace T. Marciniak Vice President-Marketing
303 East Washington Street
Bloomington, Illinois 61701
Richard A. Ginnetti, MD Medical Director
308 St. Joseph Drive
Bloomington, Illinois 61704
(d) and (e). During the last five years, none of AUIC and AULIC, or any
of the Covered Persons, has (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been 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, federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
AUIC and AULIC currently own 5,505,100 shares of the Common Stock which
it purchased for cash in the amount of $83,053,427, including brokerage
commissions. AUIC and AULIC used their own assets in making such purchase and no
part of the purchase price was represented by borrowed funds.
Item 4. Purpose of Transaction
AUIC (together with AULIC) purchased and currently hold its Common Stock
for investment purposes. AUIC intends continuously to review its investment in
the Company. In reaching any decision with respect to such investment, AUIC will
take into consideration various factors, such as the Company's business
prospects and financial position, other developments concerning the Company, the
price level of the Common Stock, available opportunities to acquire or dispose
of the Common Stock or realize trading profits, conditions in the securities
markets, and general economic and industry conditions. Depending upon the
results of its review of such factors, AUIC may decide to purchase additional
Common Stock in the open market, through privately negotiated transactions with
third parties or otherwise, or to sell at any time, in the open market, through
privately negotiated transactions with third parties or otherwise, all or a
portion of the Common Stock now owned or hereafter acquired by AUIC.
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AUIC is dissatisfied with the performance of management and the board of
directors of the Company and in addition to the review above, intends to explore
various options designed to maximize the value of its investment in the Company,
which may include (i) the sale of the Common Stock held by AUIC and AULIC, (ii)
encouraging the board of directors to change corporate governance policies to
require that at least thirty-five percent (35%) of the members of the board of
directors are independent and to explore various extraordinary corporate actions
such as a merger, reorganization or liquidation of the Company.
AUIC also intends to explore the feasibility of strategic alternatives
that may be available to AUIC including a business combination of AUIC with
third parties.
As disclosed in the Company's Proxy Statement for its most recent Annual
Meeting of Shareholders, as filed with the Securities and Exchange Commission,
Gregory M. Shepard, the President of AUIC currently serves on the Company's
board of directors. Except as described above, AUIC has no present plans or
proposals which would result in or relate to any of the transactions described
in paragraph (a) through (j) of Item 4 of Schedule 13D. In the future, however,
AUIC reserves the right to adopt such plans or proposals subject to applicable
regulatory requirements if any.
Item 5. Interest in Securities of the Company
(a) AUIC beneficially owns 5,505,100 shares of the Common Stock, representing
6.34% of the outstanding Common Stock as of October 29, 1999 (86,802,464 shares)
as reported by the Company on its Quarterly Report on Form 10-Q for the nine
months ended September 30, 1999. AUIC owns 4,255,300 shares directly and
1,249,800 shares through its wholly-owned subsidiary, AULIC.
(b) AUIC has the sole power to vote and the sole power to dispose of all
5,505,100 shares of the Common Stock.
(c) AUIC has not effected any transaction in shares of the Common Stock during
the past sixty (60) days.
(d) No other person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares of the Common
Stock beneficially owned by AUIC.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Company.
As of the date of this filing, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between AUIC and any other
person with respect to any securities of the Company.
Item 7. Material to Be Filed as Exhibits
No exhibits are required to be filed as part of this Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: December 20, 1999
AMERICAN UNION INSURANCE COMPANY
By: ________________________________
Gregory M. Shepard, President
AMERICAN UNION LIFE INSURANCE COMPANY
By: _________________________________
Gregory M. Shepard, President
