<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)
------
20th Century Industries
(Name of Issuer)
Common Stock, 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)
September 3, 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 47,421,320
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
47,421,320
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,421,320
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.1%
(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 12,267,565
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
12,267,565
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,267,565
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
(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 5,414,827
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
5,414,827
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,414,827
(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 5,414,827
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
5,414,827
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,414,827
(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 24,324,101
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
24,324,101
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,324,101
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.8%
(14) TYPE OF REPORTING PERSON
IC, CO
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<PAGE> 7
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 14 amends and supplements Items 4, 5 and 7 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, Amendment No. 4 to Schedule 13D dated May 12, 1998, Amendment No. 5 to
Schedule 13D dated June 4, 1998, Amendment No. 6 to Schedule 13D dated June 15,
1998, Amendment No. 7 to Schedule 13D dated June 25, 1998, Amendment No. 8 to
Schedule 13D dated July 14, 1998, Amendment No. 9 to Schedule 13D dated July 23,
1998, Amendment No. 10 to Schedule 13D dated July 27, 1998, Amendment No. 11 to
Schedule 13D dated August 10, 1998, Amendment No. 12 to Schedule 13D dated
August 19, 1998 ("Schedule 13D") and Amendment No. 13 to Schedule 13D dated
August 24, 1998, 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 4. PURPOSE OF TRANSACTION
At the September 3, 1998 meeting of the Board, AIG agreed with
members of the Board who are not affiliated with AIG to reconstitute the Board
with the following existing directors not affiliated with AIG: Wiiliam H.
Braddock, R. Scott Foster, John B. DeNault, III, Gregory M. Shepard, Arthur
H. Voss and William L. Mellick, and the following persons proposed by AIG:
Maurice R. Greenberg, Robert M. Sandler, William N. Dooley, Howard I Smith,
Roxani M. Gillespie, James P. Miscoll and Florence A. Davis. Through a series of
steps designed to effectuate this transaction, Rachford Harris and John B.
DeNault resigned from the Board; the size of the Board was increased to
thirteen directors; Maurice R. Greenberg, Roxani M. Gillespie, James P.
Miscoll, Robert M. Sandler, Howard I. Smith and Florence A. Davis were
appointed to the Board; and Maurice R. Greenberg was elected Chairman of the
Board. In connection with the foregoing, the Company reaffirmed the
existing reinsurance arrangements with subsidiaries of AIG and AIG delivered a
statement to the Company, which statement is attached hereto as Exhibit 1.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Between August 26, 1998, and September 3, 1998 AIG, through its
subsidiary National Union, purchased 471,700 shares of Common Stock in open
market transactions effected on the New York Stock Exchange at prices ranging
from $24.0625 to $26.0000 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>
Percentage of
Company Common Stock
(and state of Outstanding
domicile) Number of Shares (1)
- --------------- ---------------- ------------
<S> <C> <C>
American Home 12,267,565 14.00
Assurance Company shares of Common
(New York) Stock (2)
Commerce & 5,414,827 shares of 6.18
Industry Common Stock
Insurance Company
(New York)
New Hampshire 5,414,827 shares of 6.18
Insurance Company Common Stock
(Pennsylvania)
National Union 24,324,101 shares 27.77
Fire Insurance of Common Stock (3)
Company of
Pittsburgh, Pa.
(Pennsylvania)
------
Total Common
Shares 47,421,320 54.13%
</TABLE>
- -----------------
(1) Based on the number of shares of Common Stock outstanding as of July 27,
1998 (87,588,347 shares) as reported by the Company in its Quarterly
Report on Form 10-Q for the three month period ended June 30, 1998, as
adjusted to give effect to the issuance of shares of Common Stock issuable
on conversion of the 200 shares of Series A Preferred Stock converted by
American Home as described in Item 4 and footnote (3) below.
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(2) American Home purchased 298,000 shares of Common Stock prior to November,
1991. American Home purchased 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, 1,050,653 shares of Common Stock in open market
transactions effected on the New York Stock Exchange between June 16, 1998
and July 7, 1998, 240,200 shares of Common Stock in open market
transactions effected on the New York Stock Exchange between July 23, 1998
and July 28, 1998 and 530,800 shares of Common Stock in open market
transactions between July 29, 1998 and August 10, 1998. American Home
purchased an additional 575,800 Shares of Common Stock in open market
transactions effected on the New York Stock Exchange between August 11,
1998 and August 18, 1998. As described in Item 4 American Home gave notice
and tendered certificates in respect of its remaining 200 shares of Series
A Preferred Stock, on September 3, 1998 and September 4, 1998,
respectively. Upon such conversion American Home became the holder of an
additional 17,652 shares of Common Stock.
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<PAGE> 10
(3) 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
between May 13, 1998 and June 4, 1998 and 535,400 shares of Common Stock
in open market transactions effected on the New York Stock Exchange
between June 5, 1998 and June 15, 1998. National Union purchased 4,376,001
shares of Common Stock under the Stock Purchase Agreement on July 14, 1998
and 200,000 shares of Common Stock thereunder on July 15, 1998. National
Union purchased 1,132,800 shares of Common Stock in open market
transactions effected on the New York Stock Exchange on August 19, 1998
and 448,700 shares of Common Stock in open market transactions effected on
the New York Stock Exchange between August 20, 1998 and August 25, 1998.
In addition, National Union purchased 471,700 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>
August 26, 1998 3,400 $25.6875
" 24,200 $25.9375
" 8,500 $25.8750
" 2,500 $25.8125
" 1,300 $25.7500
" 2,000 $26.0000
August 27, 1998 3,200 $24.7500
" 14,300 $25.0000
" 2,900 $24.9375
" 2,000 $24.5000
August 28, 1998 15,900 $24.7500
" 6,700 $24.8125
" 52,000 $25.0000
August 31, 1998 100 $25.3125
" 20,600 $25.0000
" 500 $25.0625
" 7,600 $25.0000
" 2,300 $24.9375
" 900 $25.2500
" 2,300 $25.1875
" 18,500 $25.1250
September 1, 1998 15,000 $25.0000
" 60,000 $25.0000
" 1,600 $24.9375
" 11,500 $24.8125
" 2,700 $24.8750
September 2, 1998 28,600 $24.9375
" 9,200 $24.8750
" 51,400 $24.9375
September 3, 1998 20,000 $24.0625
" 2,000 $24.1250
" 500 $24.1875
" 1,700 $24.2500
" 3,300 $24.3125
" 4,100 $24.3750
" 16,000 $24.4375
" 37,800 $24.5000
" 1,400 $24.5625
" 13,200 $24.6250
</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 & 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 since the filing of Amendment No. 13 to Schedule 13D, except
for the purchase by National Union between August 26, 1998 and September 3, 1998
of 471,700 shares of Common Stock as described above in footnote (3) and the
conversion of 200 shares of Series A Preferred Stock into 17,652 shares of
Common Stock by American Home on September 4, 1998 as described above in
footnote (2).
(d) and (e). Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(A) Exhibit 1 - AIG Statement on 20th Century Industries.
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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: September 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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EXHIBIT INDEX
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(A) EXHIBIT 1 - AIG Statement on 20th Century Industries.
<PAGE> 1
Exhibit 1
AIG Statement on 20th Century Industries
----------------------------------------
AIG has now reaffirmed our commitment to 20th Century Industries by
increasing our investment to over 50 percent of the outstanding common stock of
20th Century, and we look forward to helping 20th Century continue to expand its
direct auto book in California and other markets. AIG does not intend to change
the way in which 20th Century conducts its business and executes its strategy.
At the time of AIG's initial investment in 20th Century in 1994, AIG Chairman
M.R. Greenberg stated, "20th Century has successfully built a very efficient
personal auto business. This is good for the insurance buyer and is in keeping
with our own strategies.
AIG expects to explore with 20th Century ways to capitalize on
growth opportunities as they arise and to implement other value-enhancing
initiatives intended to benefit shareholders of 20th Century generally. AIG will
also explore ways to assist 20th Century in connection with outstanding debt
costs and short term financing needs. AIG's intention is to maintain 20th
Century's dividend policy in accordance with the realization of earnings and the
capital needs of 20th Century. AIG does not intend to effect changes in the
senior management of 20th Century, but expects that management's performance
will be subject to review on an ongoing basis by 20th Century's Board of
Directors.
AIG currently writes personal auto insurance in 46 states. Although
auto is often our lead product in the personal lines marketplace, AIG also
cross-sells a wide variety of other personal insurance products, including
homeowners, umbrella, warranty, life and personal accident insurance. Our
investment in 20th Century clearly complements AIG's strategy of building a
personal lines business in the United States.
AIG recognizes that a developed body of law exists that would
govern its obligations with respect to conflicts of interest that may arise from
time to time in connection with its dealings with 20th Century. AIG intends to
act in accordance with its legal obligations under such circumstances. Where
appropriate, AIG intends to draw on 20th Century's Board of Directors to resolve
issues that may be perceived as involving potential conflicts of interest.
AIG is known for its strong commitment to enhancing shareholder
value, and this commitment applies to AIG's relationship with 20th Century no
less than to its other business relationships. We believe that through close
and collegial working relationships at many levels, both AIG and 20th Century
will benefit and create a stronger network of direct auto business in Western
states and elsewhere in the U.S. The result will be enhanced earnings and
greater profitability for 20th Century's and AIG's shareholders.
