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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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20th Century Industries
(Name of Issuer)
Common Shares, Without Par Value
(Title of Class of Securities)
901272 20 3
(CUSIP Number)
Florence Davis, General Counsel
American International Group, Inc.
70 Pine Street, NYC, NY 10270 (212) 770-7000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 8, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ].
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
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CUSIP NO. 901272 20 3
(1) NAME OF REPORTING PERSON/S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
American International Group, Inc.
(I.R.S. Identification No. 13-2592361)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
(3) SEC USE ONLY
(4) SOURCES OF FUNDS
WC, OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in the State of Delaware
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 36,754,369
EACH
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
(10) SHARED DISPOSITIVE POWER
36,754,369
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,754,369
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.0%
(14) TYPE OF REPORTING PERSON
HC, CO
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CUSIP NO. 901272 20 3
(1) NAME OF REPORTING PERSON/S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
American Home Assurance Company
(I.R.S. Identification No. 13-5124990)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
(3) SEC USE ONLY
(4) SOURCES OF FUNDS
OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in the State of New York
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 9,322,713
EACH
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
(10) SHARED DISPOSITIVE POWER
9,322,713
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,322,713
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
(14) TYPE OF REPORTING PERSON
IC, CO
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CUSIP NO. 901272 20 3
(1) NAME OF REPORTING PERSON/S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Commerce & Industry Insurance Company
(I.R.S. Identification No. 31-1938623)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
(3) SEC USE ONLY
(4) SOURCES OF FUNDS
OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in the State of New York
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 5,414,828
EACH
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
(10) SHARED DISPOSITIVE POWER
5,414,828
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,414,828
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
(14) TYPE OF REPORTING PERSON
IC, CO
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CUSIP NO. 901272 20 3
(1) NAME OF REPORTING PERSON/S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
New Hampshire Insurance Company
(I.R.S. Identification No. 02-0172170)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
(3) SEC USE ONLY
(4) SOURCES OF FUNDS
OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in the State of Pennsylvania
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 5,414,828
EACH
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
(10) SHARED DISPOSITIVE POWER
5,414,828
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,414,828
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
(14) TYPE OF REPORTING PERSON
IC, CO
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CUSIP NO. 901272 20 3
(1) NAME OF REPORTING PERSON/S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
National Union Fire Insurance Company of Pittsburgh, Pa.
(I.R.S. Identification No. 25-0687550)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
(3) SEC USE ONLY
(4) SOURCES OF FUNDS
WC, OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in the State of Pennsylvania
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 16,602,000
EACH
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
(10) SHARED DISPOSITIVE POWER
16,602,000
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,602,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.0%
(14) TYPE OF REPORTING PERSON
IC, CO
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 3 amends Item 4 of the Statement on
Schedule 13D dated December 16, 1994, as amended by Amendment No. 1 thereto
dated March 23, 1995 and supplements the information previously set forth in
Amendment No. 2 thereto dated January 20, 1998 ("Schedule 13D"), previously
filed by American International Group, Inc., a Delaware corporation ("AIG"),
relating to the shares of 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 Suite 700, 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 thereto in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
(a). On April 8, 1998, AIG filed with the United States Department of
Justice and the Federal Trade Commission a Notification and Report under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "Act"),
with respect to the Common Stock of the Company, stating that AIG presently has
a good faith intention to acquire for cash, from time to time within one year
following the termination of the waiting period with respect to the filing,
additional shares of Common Stock, including in such amounts that AIG would
obtain ownership of more than 50 percent of the outstanding voting securities of
the Company, thereby obtaining control over the Company and allowing AIG to
account for its investment in the Company on a consolidated basis. Under the
Act, and based on its prior filings thereunder, AIG currently may acquire up to
approximately an additional 3,300,000 shares of Common Stock. It is expected
that acquisitions of shares of Common Stock by AIG would be accomplished through
purchases of shares of Common Stock on the New York Stock Exchange or other
national securities exchanges or through interdealer quotation systems, in
privately negotiated transactions or in other secondary transactions ("Secondary
Market Transactions"); conversions into shares of Common Stock of all or a
portion of the 224,950 shares of the Company's Series A Convertible Preferred
Stock, par value $1.00 per share, currently held by AIG; and/or exercises of all
or a portion of the Company's Series A Warrants to purchase 16,000,000 shares of
Common Stock currently held by AIG.
Any such purchases, conversions or exercises will be dependent
upon AIG's evaluation at such time of the Company's operating results and
prospects, the market price for the Common Stock, the purchase price applicable
to Secondary Market Transactions and other factors, and there can be no
assurance that any such purchase, conversion or exercise will occur, or if they
occur, the timing or extent thereof.
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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.
Dated: April 9, 1998
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Kathleen E. Shannon
---------------------------------------
Kathleen E. Shannon, Vice President,
Secretary and Associate General Counsel
AMERICAN HOME ASSURANCE COMPANY
By: /s/ Edward E. Matthews
-----------------------------------------
Edward E. Matthews, Senior Vice President
COMMERCE AND INDUSTRY INSURANCE COMPANY
By: /s/ Edward E. Matthews
-----------------------------------------
Edward E. Matthews, Senior Vice President
NATIONAL UNION FIRE INSURANCE COMPANY
OF PITTSBURGH, PA.
By: /s/ Edward E. Matthews
-----------------------------------------
Edward E. Matthews, Senior Vice President
NEW HAMPSHIRE INSURANCE COMPANY
By: /s/ Edward E. Matthews
-----------------------------------------
Edward E. Matthews, Vice President
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