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) December 3, 2003 21st Century Insurance Group (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 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 (ZIP CODE) OFFICES) 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 AND REQUIRED FD DISCLOSURE. On December 3, 2003, the Registrant issued a press release announcing that it intends, subject to market and other customary conditions, to privately offer up to $100 million principal amount of senior notes due 2013. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Not applicable. (b) Not applicable. (c) Exhibits: 99.1 Press Release of the Registrant issued on December 3, 2003. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended. the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 21ST CENTURY INSURANCE GROUP Date: December 4, 2003 By: /s/ Michael J. Cassanego ------------------------------------------- Name: Michael J. Cassanego Title: Senior Vice President and General Counsel EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release of the Registrant, issued on December 3, 2003.