-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ROt8hfaO+ragSCyvqdgBp1yx1d83ZNsyudInIEN6pQ1r95w+N0dlVnVgK2Fpkr0L I7j9jLJioRj9KCtdPm5p3A== 0000950123-98-003661.txt : 19980413 0000950123-98-003661.hdr.sgml : 19980413 ACCESSION NUMBER: 0000950123-98-003661 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980410 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 20TH CENTURY INDUSTRIES CENTRAL INDEX KEY: 0000100331 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 951935264 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40732 FILM NUMBER: 98591259 BUSINESS ADDRESS: STREET 1: 6301 OWENSMOUTH AVE STE 700 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8187043700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INTERNATIONAL GROUP INC CENTRAL INDEX KEY: 0000005272 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132592361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 70 PINE ST CITY: NEW YORK STATE: NY ZIP: 10270 BUSINESS PHONE: 2127707000 MAIL ADDRESS: STREET 1: 70 PINE STREET CITY: NEW YORK STATE: NY ZIP: 10270 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN INTERNATIONAL ENTERPRISES INC DATE OF NAME CHANGE: 19700507 SC 13D/A 1 AMENDMENT #3 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) ------ 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) April 8, 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. 2 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 36,754,369 EACH REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH (10) SHARED DISPOSITIVE POWER 36,754,369 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,754,369 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.0% (14) TYPE OF REPORTING PERSON HC, CO -2- 3 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 9,322,713 EACH REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH (10) SHARED DISPOSITIVE POWER 9,322,713 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,322,713 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (14) TYPE OF REPORTING PERSON IC, CO -3- 4 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 REPORTING (9) SOLE DISPOSITIVE POWER 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 -4- 5 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 REPORTING (9) SOLE DISPOSITIVE POWER 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 -5- 6 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 16,602,000 EACH REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH (10) SHARED DISPOSITIVE POWER 16,602,000 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,602,000 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.0% (14) TYPE OF REPORTING PERSON IC, CO -6- 7 ITEM 1. SECURITY AND ISSUER. This Amendment No. 3 amends Item 4 of the Statement on Schedule 13D dated December 16, 1994, as amended by Amendment No. 1 thereto dated March 23, 1995 and supplements the information previously set forth in Amendment No. 2 thereto dated January 20, 1998 ("Schedule 13D"), previously filed by American International Group, Inc., a Delaware corporation ("AIG"), relating to the shares of 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. (a). On April 8, 1998, AIG filed with the United States Department of Justice and the Federal Trade Commission a Notification and Report under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "Act"), with respect to the Common Stock of the Company, stating that AIG presently has a good faith intention to acquire for cash, from time to time within one year following the termination of the waiting period with respect to the filing, additional shares of Common Stock, including in such amounts that AIG would obtain ownership of more than 50 percent of the outstanding voting securities of the Company, thereby obtaining control over the Company and allowing AIG to account for its investment in the Company on a consolidated basis. Under the Act, and based on its prior filings thereunder, AIG currently may acquire up to approximately an additional 3,300,000 shares of Common Stock. It is expected that acquisitions of shares of Common Stock by AIG would be accomplished through purchases of shares of Common Stock on the New York Stock Exchange or other national securities exchanges or through interdealer quotation systems, in privately negotiated transactions or in other secondary transactions ("Secondary Market Transactions"); conversions into shares of Common Stock of all or a portion of the 224,950 shares of the Company's Series A Convertible Preferred Stock, par value $1.00 per share, currently held by AIG; and/or exercises of all or a portion of the Company's Series A Warrants to purchase 16,000,000 shares of Common Stock currently held by AIG. Any such purchases, conversions or exercises will be dependent upon AIG's evaluation at such time of the Company's operating results and prospects, the market price for the Common Stock, the purchase price applicable to Secondary Market Transactions and other factors, and there can be no assurance that any such purchase, conversion or exercise will occur, or if they occur, the timing or extent thereof. -7- 8 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: April 9, 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 -8- -----END PRIVACY-ENHANCED MESSAGE-----