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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. 21 )*
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ZENITH NATIONAL INSURANCE CORP.
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(Name of Issuer)
COMMON STOCK, $1.00 PER SHARE
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(Title of Class of Securities)
989390109
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(CUSIP Number)
Howard E. Steinberg
Senior Vice President and General Counsel
Reliance Financial Services Corporation
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
See Item 5
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(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: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) 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 the
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).
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CUSIP NO. 989390109 13D
NAME OF REPORTING PERSON I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS
1 (entities only)
RELIANCE FINANCIAL SERVICES CORPORATION
I.R.S. EMPLOYER IDENTIFICATION NO.: 51-0113548
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
2
(b)
SEC USE ONLY
3
SOURCE OF FUNDS*
4 N/A
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [X]
5
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
SOLE VOTING POWER
7 6,574,445
NUMBER OF SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON WITH 6,574,445
SHARED DISPOSITIVE POWER
10
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 6,574,445
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
12
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 38.9%
TYPE OF REPORTING PERSON*
14 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.
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The following information amends or supplements, as the case may be, the
information previously filed by Reliance Financial Services Corporation
("Reliance Financial") relating to the ownership by its subsidiaries of the
class of securities (the "Security") listed on the cover of this Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is restated in its entirety to read as follows:
This statement is filed by Reliance Financial, a Delaware corporation. Reliance
Financial owns all of the outstanding stock of Reliance Insurance Company
("RIC"), a Pennsylvania corporation. RIC and its property and casualty insurance
subsidiaries underwrite a broad range of standard commercial and specialty
commercial lines of property and casualty insurance. All of the capital stock of
Reliance Financial is owned by Reliance Group Holdings, Inc., a Delaware
corporation ("RGH").
Approximately 44.4% of the common voting stock of RGH is owned by Saul P.
Steinberg, members of his family and affiliated trusts. As a result of his 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, 55 East 52nd Street New York, New York 10055.
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
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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
Reliance Group Holdings, Inc. Officer and Director, Reliance
Park Avenue Plaza Financial and RGH; Chairman of
New York, New York 10055 the Board and Chief Executive
Officer, RIC
George E. Bello Executive Vice President,
Reliance Group Holdings, Inc. Controller and Director,
Park Avenue Plaza Reliance Financial and RGH
New York, New York 10055
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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
Reliance Group Holdings, Inc. Estate Investments and
Park Avenue Plaza Operations, Reliance Financial
New York, New York 10055 and RGH; President and 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
Philip S. Sherman Senior Vice President--Group
Reliance Group Holdings, Inc. Controller, Reliance Financial
Park Avenue Plaza and RGH
New York, New York 10055
Bruce L. Sokoloff Senior Vice President--
Reliance Group Holdings, Inc. Administration, Reliance
Park Avenue Plaza Financial and RGH
New York, New York 10055
Howard E. Steinberg, Esq. Senior Vice President, General
Reliance Group Holdings, Inc. Counsel and Corporate
Park Avenue Plaza Secretary, Reliance Financial
New York 10055 and RGH
James E. Yacobucci Senior Vice President--
Reliance Insurance Company Investments and Director,
Park Avenue Plaza Reliance Financial, RGH and RIC
New York, New York 10055
George R. Baker Director, Reliance Financial
3401 North California Avenue and RGH; Corporate
Chicago, Illinois 60618 Director/Advisor various
business enterprises
Dennis A. Busti Director, Reliance Financial
Reliance National, a principal and RGH; President and Chief
subsidiary of RIC Executive Officer, Reliance
77 Water Street National, a principal subsidiary of
New York, New York 10005 RIC
Dr. Thomas P. Gerrity Director, Reliance Financial
The Wharton School and RGH; Dean, the Wharton
University of Pennsylvania School of the University of
Steinberg Hall - Dietrich Hall Pennsylvania
3620 Locust Walk
Philadelphia, PA 19104
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Jewell J. McCabe Director, Reliance Financial
Jewell Jackson McCabe and RGH; President, Jewell
Associates Jackson McCabe Associates,
50 Rockefeller Plaza consultants specializing in planning
Suite 46 and communications
New York, New York 10020
Irving Schneider Director, Reliance Financial
Helmsley-Spear, Inc. and RGH; Co-Chairman and Chief
60 East 42nd Street Operating Officer, Helmsley-Spear,
New York, New York 10165 Inc., a real estate management
corporation
Bernard L. Schwartz Director, Reliance Financial
Loral Space & Communications and RGH; Chairman of the Board, Chief
Ltd. Executive Officer, Loral Space &
600 Third Avenue Communications Ltd., a
New York, New York 10016 high-technology company concentrating
on satellite-based services,
Chairman of the Board and Chief
Executive Officer, Globalstar
Telecommunications, Ltd.
Richard E. Snyder Director, Reliance Financial
Golden Books Family and RGH; Chairman of Golden Books
Entertainment, Inc. Family Entertainment, Inc., a
850 Third Avenue publisher of children's books.
New York, New York 10022
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 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended by amending the first paragraph thereof as follows:
According to a press release by the Issuer, the number of shares of the
Security outstanding has decreased to 16,898,114. As a result, the 6,574,445
shares of the Security beneficially owned by Reliance Financial comprise
approximately 38.9% 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 UPNY and 39,110
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shares are owned directly by RNNY. Each of those corporations has sole voting
and dispositive power over all of the shares directly owned by it.
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SIGNATURE
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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: March 20, 1998
RELIANCE FINANCIAL SERVICES CORPORATION
By /s/ James E. Yacobucci
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James E. Yacobucci
Senior Vice President-Investments
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