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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
ZENITH NATIONAL INSURANCE CORP.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
989390109
(CUSIP Number)
Howard E. Steinberg, Senior Vice President and General Counsel
Reliance Financial Services Corporation
Park Avenue Plaza, New York, New York 10055 (212) 909-1100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
See Item 5
(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 / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
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.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be 'filed' for the purpose of Section 18 of the Securities Exchange
Act of 1934 ('Act') or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13D
CUSIP No. 989390109 Page of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reliance Financial Services Corporation
IRS Employer's Identification Number: 51-0113548
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 6,574,445
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,574,445
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,574,445
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.2%
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
ITEM 1. Security and Issuer.
This statement relates to the common stock, $1.00 par value per share (the
"Security") of Zenith National Insurance Corp. (the "Issuer"), whose principal
executive offices are located at 21255 Califa Street, Woodland Hills, CA
91367-5021. In accordance with Section 101 of Regulation S-T, this
statement restates the Schedule 13D and all amendments thereto filed by
Reliance Financial Services Corporation, a Delaware corporation ("Reliance
Financial"), in respect of the Security prior to the date hereof.
ITEM 2. Identity and Background.
This statement is filed by Reliance Financial. Reliance Financial owns all of
the common stock of Reliance Insurance Company ("RIC"), a Pennsylvania
corporation. RIC and its property and casualty insurance subsidiaries and its
title insurance subsidiaries underwrite a broad range of standard commercial
and specialty commercial lines of property and casualty insurance, as well as
title insurance. All of the common stock of Reliance Financial is owned by
Reliance Group Holdings, Inc., a Delaware corporation ("RGH").
Approximately 46.1% of the common voting stock of RGH is owned by Saul P.
Steinberg, members of his family and affiliated trusts. As a result of such
stock holdings in RGH, Saul P. Steinberg may be deemed to control RGH.
The principal executive offices of each of Reliance Financial and RGH are
located at Park Avenue Plaza, New York, New York 10005.
The names, address and principal occupations of the directors and executive
officers of Reliance Financial, all of whom are United States citizens, are as
follows:
Name and Business Address Position with Reliance Financial and
Principal Occupation
Saul P. Steinberg Chairman of the Board, Chief
Reliance Group Holdings, Inc. Executive Officer and Director,
Park Avenue Plaza Reliance Financial and RGH
New York, New York 10055
Robert M. Steinberg President, Chief Operating Officer
Reliance Group Holdings, Inc. and Director, Reliance Financial and
Park Avenue Plaza RGH; Chairman of the Board and Chief
New York, New York 10055 Executive Officer, RIC
George E. Bello Executive Vice President, Controller
Reliance Group Holdings, Inc. and Director, Reliance Financial and
Park Avenue Plaza RGH
New York, New York 10055
Lowell C. Freiberg Senior Vice President, Chief
Reliance Group Holdings, Inc. Financial Officer and Director,
Park Avenue Plaza Reliance Financial and RGH
New York, New York 10055
Henry A. Lambert Senior Vice President--Real Estate
Reliance Group Holdings, Inc. Investments and Operations, Reliance
Park Avenue Plaza Financial and RGH; President and
New York, New York 10055 Chief Executive Officer, Reliance
Development Group, Inc.
Dennis J. O'Leary Senior Vice President--Taxes,
Reliance Group Holdings, Inc. Reliance Financial and RGH
Park Avenue Plaza
New York, New York 10055
Fred M. Schriever Senior Vice President, Reliance
RCG International, Inc. Financial and RGH; Chairman of the
111 West 40th Street Board and President, RCG
New York, New York 10018 International, Inc.
Philip S. Sherman Senior Vice President-- Group
Reliance Group Holdings, Inc. Controller, Reliance Financial and
Park Avenue Plaza RGH
New York, New York 10055
Bruce L. Sokoloff Senior Vice President--
Reliance Group Holdings, Inc. Administration, Reliance Financial
Park Avenue Plaza and RGH
New York, New York 10055
Howard E. Steinberg, Esq. Senior Vice President, General
Reliance Group Holdings, Inc. Counsel and Corporate Secretary,
Park Avenue Plaza Reliance Financial and RGH
New York 10055
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James E. Yacobucci Senior Vice President-- Investments
Reliance Insurance Company and Director, Reliance Financial,
Park Avenue Plaza RGH and RIC
New York, New York 10055
George E. Baker Director, Reliance Financial and
WMS Industries RGH; Corporate Director/Advisor
3401 North California Avenue various business enterprises
Chicago, Illinois 60618
Carter Burden Director, Reliance Financial and
William A.M. Burden & Co. RGH; General Partner, William A. M.
10 East 53rd Street Burden & Co.; Chairman of the Board,
New York, New York 10022 CRB Broadcasting Corp.
Dennis A. Busti Director, Reliance Financial and
Reliance National RGH; President and Chief Executive
Risk Specialists, Inc. Officer, Reliance National Risk
77 Water Street Specialists, Inc.
New York, New York 10005
Dr. Thomas P. Gerrity Director, Reliance Financial and
The Warton School RGH; Dean, the Warton School of the
University of Pennsylvania University of Pennsylvania
Steinberg Hall- Dietrich Hall
3620 Locust Walk
Philadelphia, PA 19104
Jewell J. McCabe Director, Reliance Financial and
Jewell Jackson McCabe RGH; President, Jewell Jackson
Associates McCabe Associates
50 Rockefeller Plaza
Suite 46
New York, New York 10020
Irving Schneider Director, Reliance Financial and
Helmsley-Spear, Inc. RGH; Executive Vice President,
60 East 42nd Street Helmsley-Spear, Inc.
New York, New York 10165
Bernard L. Schwartz Director, Reliance Financial and
Loral Corporation RGH; Chairman of the Board, Chief
600 Third Avenue Executive Officer, Loral Corp.
New York, New York 10016
Richard E. Snyder Director, Reliance Financial and RGH;
c/o MacMillan Publishing Business Consultant
866 Third Avenue
New York, New York 10022
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Thomas J. Stanton, Jr. Director, Reliance Financial and RGH
240 South Mountain Avenue Chairman Emeritus of National
Montclair, New Jersey 07042 Westminster Bank NJ
Neither Reliance Financial nor, to the best of its knowledge, any other person
named in this Item 2 has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
nor, except as set forth below, been party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with respect to such
laws.
On February 17, 1994, in settlement of an administrative proceeding concerning
the accounting treatment for certain transactions in 1986 in the fixed income
portfolio of RIC, without admitting or denying the allegations against it, RGH
agreed to entry of an order by the Securities and Exchange Commission that RGH
cease and desist from committing or causing any violation, and from committing
or causing any future violation of, Section 13(a) of the Securities Exchange
Act of 1934, as amended and Rules 13a-1 and 13a-3 thereunder.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
The Securites are held for investment as part of the general investment
portfolio of Reliance Insurance and the other corporations named herein.
Subject to availability and price and subject to applicable laws and
regulations, each such corporation may dispose of all or a portion of such
Securities on terms and at prices determined by it.
Item 5. Interest in Securities of the Issuer.
According to the Issuer's 10-Q for the three month period ended March 31, 1995,
the number of shares of the Security outstanding has decreased to 18,682,000.
As a result, the 6,574,445 Securities beneficially owned by Reliance Financial
comprise approximately 35.2% of the Securities outstanding. Of the 6,574,445
shares of the Security beneficially owned by Reliance Financial, 6,496,225
shares are owned directly by RIC, 39,110 shares are owned directly by United
Pacific Insurance Company
4
of New York, an insurance subsidiary of RIC ("UPNY"), and 39,110 shares are
owned directly by Reliance National Insurance Company of New York, an insurance
subsidiary of RIC ("RNNY"). Each of the corporations listed above has sole
voting and dispositive power over all of the shares directly owned by it.
None of Reliance Financial, UPNY or RNNY has effected a transaction in the
Securities within the past 60 days.
Except for the foregoing, none of the persons included in Item 2 hereof owns
beneficially or has the right to acquire more than an aggregate of 2,000
shares of the Security.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Pursuant to an Exemption granted to RIC from the Insurance Commissioner of
California, unless RIC obtains the requisite consent or exemption under the
California Insurance Code, RIC may not exercise any voting rights with respect
to capital stock representing in excess of 28.7% of all the issued and
outstanding stock of the Issuer entitled to vote. The Exemption was filed as an
Exhibit to Amendment No. 5 to this Statement.
Item 7. Material to be filed as Exhibits.
Exhibit 1. Exemption, dated September 12, 1985, granted by the California
Insurance Commissioner (incorporated by reference to Exhibit 2 to
Amendment No. 5 to Schedule 13D filed in paper format).
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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 5, 1995
RELIANCE FINANCIAL SERVICES CORPORATION
BY: /s/ James E. Yacobucci
---------------------------------------
James E. Yacobucci
Senior Vice President- Investments
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EXHIBIT INDEX
Exhibit 1. Exemption, dated September 12, 1985, granted by the California
Insurance Commissioner (incorporated by reference to Exhibit 2 to
Amendment No. 5 to Schedule 13D filed in paper format).
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