UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 23, 2003 21st Century Insurance Group (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) California 0-6964 95-1935264 (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO) 6301 Owensmouth Avenue Woodland Hills, California 91367 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code (818) 704-3700 Not Applicable (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ITEM 5. OTHER EVENTS. 1. On October 23, 2003, 21st Century Insurance Group issued a press release, attached as Exhibit 99.1, announcing that the Board of Directors approved the reincorporation of 21st Century Insurance Group, changing its state of incorporation from California to Delaware. Shareholders holding a majority of the voting power approved the reincorporation on October 17. The company plans to send an information statement notifying its shareholders of the transaction and, subject to obtaining the necessary approvals, expects the transaction to be effective within the next 60 days. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 21ST CENTURY INSURANCE GROUP ---------------------------- (Registrant) Date: October 23, 2003 By: ------------------------------------------- Michael J. Cassanego, Senior Vice President and General Counsel EXHIBIT INDEX Exhibit No. Description ------------ ----------- 99.1 Press release of 21st Century Insurance Group, dated October 23, 2003