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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 2000
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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21ST CENTURY INSURANCE GROUP
(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, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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21ST CENTURY INSURANCE GROUP
(FORMERLY 20TH CENTURY INDUSTRIES)
RESTRICTED SHARES PLAN
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WILLIAM L. MELLICK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
21st CENTURY INSURANCE GROUP
6301 Owensmouth Avenue
Woodland Hills, California 91367
(818) 704-3700
(Name, address, including zip code, and telephone number, including area
code, of agent for service of process)
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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>
<CAPTION>
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<S> <C> <C> <C> <C>
Proposed
Proposed Maximum Maximum Amount of
Amount to be Offering Price Per Aggregate Registration
Title of Each Class of Securities to be Registered Registered(1) Security(2) Offering Price(2) Fee
- --------------------------------------------------- ------------------ -------------------- ---------------- ----------------
Common Stock, Without Par Value 500,000 $ 18.875 $9,437,500 $2,492
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The 500,000 shares of Common Stock being registered hereunder are
reserved for issuance pursuant to the 21st Century Insurance Group
Restricted Shares Plan (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), on the basis of the average of the high and
low prices of the common stock of 21st Century Insurance Group on the
New York Stock Exchange on January 10, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act")
and Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
21st Century Insurance Group (formerly 20th Century
Industries) (the "Company" or the "Registrant") hereby incorporates by
reference in this Registration Statement the registration statement on Form
S-8 (file no. 33-02261) filed with the Securities and Exchange Commission
(the "Commission") on April 4, 1996.
The following documents heretofore filed by the Registrant
with the Commission pursuant to the Securities Exchange Act of 1934, as
amended ("Exchange Act") are incorporated by reference and shall be deemed a
part hereof:
(a) 21st Century Insurance Group Annual Report on Form 10-K
for the fiscal year ended December 31, 1998;
(b) 21st Century Insurance Group Quarterly Reports on Form
10-Q filed for the quarters ended March 31, 1999, June 30, 1999 and September
30, 1999;
(c) 21st Century Insurance Group Definitive Proxy Statement
on Form 14A filed April 15, 1999;
(d) 21st Century Insurance Group Annual Report of Employee
Stock Purchase, Savings and Similar Plans on Form 11-K filed June 30, 1999
regarding the 21st Century Insurance Group Savings and Security Plan;
(e) The description of the Registrant's Common Stock which
is contained in the Registrant's registration statement filed under Section
12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
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
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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.
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
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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, 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.
Not applicable.
ITEM 8. EXHIBITS.
5 Opinion of Legal Counsel.
23.1 Consent of Independent Auditors.
23.2 Consent of Legal Counsel (included in Exhibit 5 to
this Registration Statement).
24 Power of Attorney (included on pages 6 and 7 of this
Registration Statement).
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,
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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 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.
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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 14th day of January, 2000.
21ST CENTURY INSURANCE GROUP
By: /s/ William L. Mellick
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William L. Mellick
President and Chief Executive 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 M. Lorentz 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.
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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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ John B. De Nault, III Director January 14, 2000
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John B. De Nault, III
/s/ William N. Dooley Director January 14, 2000
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William N. Dooley
/s/ R. Scott Foster, M.D. Director January 14, 2000
- ------------------------------------
R. Scott Foster, M.D.
/s/ Roxani M. Gillespie Director January 14, 2000
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Roxani M. Gillespie
/s/ William L. Mellick Director, President and Chief January 14, 2000
- ------------------------------------ Executive Officer (Principal
William L. Mellick Executive Officer)
/s/ James P. Miscoll Director January 14, 2000
- ------------------------------------
James P. Miscoll
/s/ Robert M. Sandler Director January 14, 2000
- ------------------------------------
Robert M. Sandler
/s/ Gregory M. Shepard Director January 14, 2000
- ------------------------------------
Gregory M. Shepard
</TABLE>
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<S> <C> <C>
/s/ Howard I. Smith Director January 14, 2000
- ------------------------------------
Howard I. Smith
/s/ Robert B. Tschudy Senior Vice President and Chief January 14, 2000
- ------------------------------------ Financial
Robert B. Tschudy Officer (Principal Financial
Officer)
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Index to Exhibits
EXHIBIT NO. EXHIBIT
5 Opinion of Legal Counsel.
23.1 Consent of Independent Auditors.
23.2 Consent of Legal Counsel included in Exhibit 5 to this
Registration Statement).
24 Power of Attorney (included on pages 6 and 7 of this
Registration Statement).
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EXHIBIT 5
January 14, 2000
21st Century Insurance Group
6301 Owensmouth Avenue
Woodland Hills, California 91367
Re: 21st Century Insurance Group
Form S-8 Registration Statement
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Ladies and Gentlemen:
This opinion is rendered to you in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of an
additional 500,000 shares (the "Shares") of Common Stock, no par value (the
"Common Stock") of 21st Century Insurance Group, a California corporation
(the "Company") authorized for issuance pursuant to the Restricted Shares
Plan.
We have examined such instruments, documents and records which we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. We have assumed the genuineness of all signatures on, and the
authenticity of, all documents and instruments submitted to us as originals, the
conformity to original documents of all documents submitted to us as copies and
the truth, accuracy and completeness of the information, representations and
warranties contained in the records, documents, instruments and certificates we
have reviewed.
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 herein,
we are of the opinion that the Shares of Common Stock issuable by the Company
pursuant to the Plan are duly authorized shares of Common Stock, and, when
issued in accordance with the provisions of the Plan, will be validly issued,
fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the above referenced Registration Statement on Form S-8. In giving such consent,
we do not consider that we are "experts" within the meaning of such term as used
in the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder with respect to any part of
the Registration Statement, including this opinion, as an exhibit or otherwise.
Very truly yours,
/s/ Gibson, Dunn & Crutcher, LLP
GIBSON, DUNN & CRUTCHER
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EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 21st Century Insurance Group (formerly 20th Century
Industries) Restricted Shares Plan of our reports (a) dated January 22, 1999,
with respect to the consolidated financial statements and schedule of 20th
Century Industries in its Annual Report (Form 10-K) and (b) dated May 31, 1999
with respect to the financial statements and schedules of 20th Century
Industries Savings and Security Plan included in the Plan's Annual Report (Form
11-K), both for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Los Angeles, California
January 12, 2000
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