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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. 5)
------
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)
June 4, 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 37,859,269
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
37,859,269
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,859,269
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.2%
(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 9,870,113
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
9,870,113
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,870,113
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
(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 (9) SOLE DISPOSITIVE POWER
REPORTING
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 (9) SOLE DISPOSITIVE POWER
REPORTING
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 17,159,500
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
17,159,500
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,159,500
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
(14) TYPE OF REPORTING PERSON
IC, CO
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 5 amends Item 5 of the Statement on Schedule 13D
dated December 16, 1994, as amended and supplemented by Amendment No. 1 to
Schedule 13D dated March 23, 1995, Amendment No. 2 to Schedule 13D dated January
20, 1998, Amendment No. 3 to Schedule 13D dated April 9, 1998 and Amendment No.
4 to Schedule 13D dated May 12, 1998 ("Schedule 13D"), previously filed by
American International Group, Inc., a Delaware corporation ("AIG"), 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 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 5. INTEREST IN SECURITIES OF THE ISSUER.
(a). Between May 13, 1998 and June 4, 1998, AIG, through its
subsidiary National Union, purchased 557,500 shares of Common Stock in open
market transactions effected on the New York Stock Exchange at prices ranging
from $28.25 to $29.00 per share. National Union's and each other AIG Sub's
current ownership interests in the Company and the Common Stock are as shown in
the following table:
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<TABLE>
<CAPTION>
Number of Percentage of
Shares of Fully Diluted
Common Stock Shares of
Company Obtainable Upon Common Stock
(and state of Conversion/ Outstanding
domicile) Number of Shares Exercise (1)
- --------------- ---------------- -------------- ------------
<S> <C> <C> <C>
American Home 102,250 shares of 9,024,713 10.31%
Assurance Company Series A Preferred
(New York) Stock (2)
845,400 845,400 0.97
shares of Common
Stock (3)
Commerce & 61,350 shares of 5,414,828 6.18
Industry Series A Preferred
Insurance Company Stock (2)
(New York)
New Hampshire 61,350 shares of 5,414,828 6.18
Insurance Company Series A Preferred
(Pennsylvania) Stock (2)
National Union 16 Million Series 16,000,000 18.27
Fire Insurance A Warrants (4)
Company of
Pittsburgh, Pa.
(Pennsylvania) 1,159,500 shares 1,159,500 1.32
of Common Stock (5)
---------- ----------
Total Common 37,859,269 43.23
Shares
</TABLE>
- -----------------
(1) Based on the number of shares of Common Stock outstanding as of April 24,
1998 (51,715,380 shares) as reported by the Company in its Quarterly
Report on Form 10-Q for the three month period ended March 31, 1998, as
adjusted to give effect to the issuance of shares of Common Stock issuable
on full conversion of the 224,950 shares of Series A Preferred Stock and
on full exercise of the 16 million Series A Warrants.
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(2) The aggregate number of shares of Series A Preferred Stock owned by the
AIG Subs is 224,950, representing 200,000 shares purchased at the time of
the initial investment in December 1994, 20,000 shares purchased in March
1995 when the Investment Agreement was amended and 4,950 shares issued as
a pay-in-kind dividend by the Company in 1995. To date, the AIG Subs have
not converted any shares of Series A Preferred Stock. The aggregate number
of shares of Common Stock obtainable upon full conversion is 19,854,369
(or 22.67% of fully converted shares).
(3) American Home purchased 298,000 shares of Common Stock prior to November,
1991. American Home purchased an additional 547,400 shares of Common
Stock in open market transactions effected on the New York Stock Exchange
between April 23, 1998 and May 12, 1998.
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<PAGE> 10
(4) The 16 million Series A Warrants were purchased at the time of the initial
investment in December 1994 and to date the AIG Subs have not exercised
any Series A Warrants.
(5) National Union Purchased 602,000 shares of Common Stock prior to June,
1994. National Union purchased an additional 557,500 shares of Common
Stock in open market transactions effected on the New York Stock Exchange
as follows:
<TABLE>
<CAPTION>
DATE SHARES PRICE
<S> <C> <C>
May 13, 1998 3,600 $28.875
" 9,700 $28.9375
May 14, 1998 3,500 $28.9375
" 46,500 $29.00
May 15, 1998 3,000 $28.8125
" 14,500 $28.875
" 200 $28.9375
" 1,300 $29.00
May 18, 1998 12,200 $28.875
" 1,400 $28.9375
" 3,300 $29.00
May 19, 1998 20,800 $28.75
" 4,800 $28.8125
" 24,500 $28.9375
" 14,400 $29.00
May 20, 1998 29,000 $29.00
May 21, 1998 1,800 $28.75
" 7,900 $28.8125
" 4,400 $28.9375
" 13,400 $29.00
May 26, 1998 11,200 $28.625
" 9,500 $28.6875
" 10,100 $28.75
" 19,100 $28.75
May 27, 1998 35,900 $28.5625
" 26,000 $28.3125
" 5,000 $28.25
" 100 $28.50
" 8,700 $28.625
May 28, 1998 600 $28.4375
" 6,000 $28.625
" 600 $28.6875
May 29, 1998 3,000 $28.875
" 30,000 $28.9375
June 1, 1998 1,000 $28.50
" 8,700 $28.625
" 22,000 $28.75
" 2,800 $28.875
" 15,500 $28.9375
June 2, 1998 18,400 $28.75
" 7,500 $28.8125
" 3,500 $28.875
" 5,600 $28.9375
" 2,500 $28.9375
June 3, 1998 2,200 $28.625
" 25,800 $28.875
June 4, 1998 45,000 $28.9375
" 9,000 $28.875
" 2,000 $28.625
</TABLE>
(b). AIG and each AIG Sub share voting and dispositive power as to the
securities owned by such AIG Sub.
(c). AIG, American Home, Commerce and Industry, National Union, New
Hampshire, SICO, The Starr Foundation and Starr, and, to the best of each of
their knowledge, the Covered Persons, have not engaged in any transactions in
the Common Stock within the past 60 days, except for the purchase by American
Home between April 23, 1998 and May 12, 1998 of 547,400 shares of Common Stock
as described above in footnote (3) and the purchase by National Union between
May 13, 1998 and June 4, 1998, of 557,500 shares of Common Stock as described
above in footnote (5).
(d) and (e). Not applicable.
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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: June 4, 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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