SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
21ST CENTURY INSURANCE CORPORATION
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
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statement number, or the Form or Schedule and the date of its filing.
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SUPPLEMENT TO PROXY STATEMENT FOR 2003 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 25, 2003
May 30, 2003
Re: Correction to Biographical Information of Gregory M. Shepard (Director and
Director Nominee)
Dear Shareholder:
In connection with the 2003 Annual Meeting of Shareholders of 21st Century
Insurance Group (the "Company") to be held on June 25, 2003, you recently should
have received copies of the Notice of Annual Meeting of Shareholders and our
Proxy Statement (the "Proxy Statement").
In light of information that came to the Company's attention subsequent to the
mailing of the Proxy Statement, the Company is amending the Proxy Statement to
supplement the biographical information of Gregory M. Shepard, a director and
director nominee, to include information about the consent decree described
below.
The biographical information of Gregory M. Shepard set forth in the Proxy
Statement under the caption "Nominees For Board of Directors" is hereby amended
and restated as follows:
GREGORY M. SHEPARD Director since 1995 Age 47
Chairman of the Board and President of American Union Insurance Company (AUIC)
since 1985. Previously, Mr. Shepard also served as Chairman of the Board of
Directors and President of Direct Auto Insurance Company, which changed its name
to AUIC in 1998, and American Union Financial Corporation, American Union Life
Insurance Company, and Direct Auto Indemnity Company, which merged into AUIC in
1998 and 1999. In addition, he was Chairman and President of Illinois HealthCare
Insurance Company until 2000. In September 2000, Mr. Shepard consented to the
entry of a cease and desist order by the Securities and Exchange Commission, in
connection with his purchase of certain shares of stock of Meridian Insurance
Group, Inc. through American Union Financial Corporation, of which Mr. Shepard
was then President and 50% owner, while that company's tender offer for shares
of Meridian Insurance Group was outstanding. Pursuant to the cease and desist
order, Mr. Shepard was ordered to cease and desist from committing or causing
any violation and any future violation of Rule 14e-5 of the Securities Exchange
Act. Mr. Shepard consented to the entry of the order without admitting or
denying the findings set forth in the order.
You may vote or change your vote as described on page 1 of the Proxy Statement.
If you have any questions or need to obtain a new proxy card, please contact us
at the (800) 443-3100, Ext. 2962. If you intend to request and submit a new
proxy card, please do so as soon as possible to ensure that your vote is
received in time to be counted at the Annual Meeting.
Sincerely,
/s/ Michael J. Cassanego
Michael J. Cassanego
Secretary
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