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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. 18)
------
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)
February 5, 1999
(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 51,028,920
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
51,028,920
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,028,920
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.3%
(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 14,395,665
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
14,395,665
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,395,665
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4
(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 25,803,601
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
25,803,601
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,803,601
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.5%
(14) TYPE OF REPORTING PERSON
IC, CO
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 18 amends and supplements 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, 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, Amendment No. 13 to Schedule 13D dated August 24, 1998,
Amendment No. 14 to Schedule 13D dated September 3, 1998, Amendment No. 15 to
Schedule 13D dated September 11, 1998, Amendment No. 16 to Schedule 13D filed on
November 10, 1998 and Amendment No. 17 to Schedule 13D filed on December 16,
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 December 17, 1998, and January 27, 1999 AIG, through
its subsidiary American Home, purchased 737,500 shares of Common Stock in open
market transactions effected on the New York Stock Exchange at prices ranging
from $20.0625 to $23.9375 per share as follows:
<TABLE>
<CAPTION>
DATE SHARES PRICE
---- ------ -----
<S> <C> <C>
December 17, 1998 37,500 23.4375
" 50,000 23.5000
" 1,800 23.7500
" 29,400 23.8125
December 18, 1998 88,800 23.8750
" 30,000 23.9375
January 13, 1999 200,000 20.7500
January 14, 1999 95,000 20.2500
January 15, 1999 9,000 20.0625
" 1,100 20.2500
" 800 20.3125
" 500 20.3750
January 19, 1999 9,100 21.0000
" 2,300 20.9375
" 1,900 20.6875
" 900 20.6250
January 20, 1999 12,500 21.6250
" 9,900 21.5625
" 1,000 21.5000
" 1,000 21.4375
January 21, 1999 3,800 21.1875
" 4,800 21.2500
" 1,500 21.3750
" 1,000 21.4375
" 2,400 21.5625
" 11,600 21.6250
" 1,000 21.6875
" 3,400 21.7500
" 7,000 21.8125
January 22, 1999 900 21.5000
" 1,500 21.5625
" 5,300 21.6250
" 4,800 21.6875
" 5,000 21.7500
" 1,000 21.8125
January 25, 1999 100,000 21.5625
</TABLE>
Between January 28, 1999 and February 5, 1999 AIG, through its
subsidiary National Union, purchased 150,000 shares of Common Stock in open
market transactions effected on the New York Stock Exchange at prices ranging
for $21.0000 to $21.6875 per share as follows:
<TABLE>
<CAPTION>
DATE SHARES PRICE
---- ------ -----
<S> <C> <C>
January 28, 1999 25,000 21.6875
January 29, 1999 15,000 21.2500
" 10,000 21.3750
February 2, 1999 5,000 21.1875
February 3, 1999 7,600 21.0000
" 300 21.0625
" 3,100 21.1250
" 6,600 21.1875
" 1,000 21.2500
" 300 21.3125
February 4, 1999 26,100 21.0000
February 5, 1999 50,000 21.2500
</TABLE>
American Home's, National Union's and each other AIG Sub's current
ownership interests in the Company and the Common Stock is set forth on the
cover pages to this Amendment No. 18 to Schedule 13D. The ownership percentages
appearing on such pages have been calculated based on the number of shares of
Common Stock outstanding as of October 31, 1998 (87,601,698 shares) as reported
by the Company in its Quarterly Report on Form 10-Q for the three month period
ended September 30, 1998.
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(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. 17 to Schedule 13D, except
for the purchase by American Home between December 17, 1998 and January 27, 1999
of 737,500 shares of Common Stock and the purchase by National Union between
January 28, 1999 and February 5, 1999 of 150,000 shares of Common Stock as
described in (a) above.
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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: February 5, 1999
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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