-----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, UKutmY+pKa3TgMANS0nMO/SNN029NUyc5v2ppPB8+Pbyq2gGEfd5bGZpaxDS0dtP T5huO3bDbNFGUmaPqM6f7Q== 0000021175-98-000015.txt : 19981109 0000021175-98-000015.hdr.sgml : 19981109 ACCESSION NUMBER: 0000021175-98-000015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981106 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LASALLE RE HOLDINGS LTD CENTRAL INDEX KEY: 0001001384 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46709 FILM NUMBER: 98739806 BUSINESS ADDRESS: STREET 1: 25 CHURCH ST STREET 2: PO BOX HM 1502 CITY: HAMILTON HM FX BERMU STATE: D0 BUSINESS PHONE: 4412923339 MAIL ADDRESS: STREET 1: 25 CHURCH ST STREET 2: PO BOX HM 1502 CITY: HAMILTON HM FX STATE: D0 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CNA FINANCIAL CORP CENTRAL INDEX KEY: 0000021175 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 366169860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CNA PLZ CITY: CHICAGO STATE: IL ZIP: 60685 BUSINESS PHONE: 3128225000 MAIL ADDRESS: STREET 1: CNA PLAZA CITY: CHICAGO STATE: IL ZIP: 60685 SC 13D/A 1 SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 to that Form 13D filed October 13, 1998) LaSalle Re Holdings Limited (Name of Issuer) Common Stock (Title of Class of Securities) G5383Q101 (CUSIP Number) Timothy S. Scott Counsel CNA Financial Corporation CNA Plaza - 23 South Chicago, Illinois 60685 (312) 822 - 4979 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 13, 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 [ ]. *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 in 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. (1) Name of Reporting Person: CNA Financial Corporation SS or IRS Identification 36-6169860 Nos. of Above Persons: (2) Check the Appropriate Box (a) (b) X If A Member of Group (See Instructions) (3) SEC Use Only (4) SOURCE OF FUNDS n/a (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e / / (6) Citizenship or Place of Organization Delaware Number of (7) Sole Voting Power 0 Shares Beneficially Owned (8) Shared Voting Power 1,425,354 by Each Reporting Person With: (9) Sole Dispositive Power 0 (10) Shared Dispositive Power: 1,425,354 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,425,354 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented By Amount in Row 11 9.4% 14) Type of Reporting Person (See Instructions) HC Under Illinois Law, assets owned by Continental Casualty Company, an Illinois insurance company, are solely under the control of the board of directors of the insurer. The characterization of shared dispositive power with the parent holding company is made solely as a consequence of SEC interpretations regarding control of the subsidiary. CNA Financial Corporation and Loews Corporation specifically disclaim beneficial ownership of the securities identified herein. 1) Name of Reporting Person: Loews Corporation SS or IRS Identification 13-2646102 Nos. of Above Persons: 2) Check the Appropriate Box (a) (b) X If A Member of Group (See Instructions) 3) SEC Use Only 6) Citizenship or Place of Organization Delaware Number of (5) Sole Voting Power 0 Shares Beneficially Owned (6) Shared Voting Power 1,425,354 by Each Reporting Person With: (7) Sole Dispositive Power 0 (8) Shared Dispositive Power: 1,425,354 9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,425,354 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11) Percent of Class Represented By Amount in Row 9 9.4% 12) Type of Reporting Person (See Instructions) HC Under Illinois Law, assets owned by Continental Casualty Company an Illinois insurance company, are solely under the control of the board of directors of the insurer. The characterization of shared dispositive power with the parent holding company is made solely as a consequence of SEC interpretations regarding control of the subsidiary. CNA Financial Corporation and Loews Corporation specifically disclaim beneficial ownership of the securities identified herein. 1) Name of Reporting Person: Continental Casualty Company SS or IRS Identification 36-2114545 Nos. of Above Persons: 2) Check the Appropriate Box (a) (b) X If A Member of Group (See Instructions) 3) SEC Use Only 6) Citizenship or Place of Organization Illinois Number of (5) Sole Voting 0 Shares Beneficially Owned (6) Shared Voting 1,425,354 by Each Reporting Person With: (7) Sole Dispositive Power 0 (8) Shared Dispositive Power: 1,425,354 9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,425,354 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11) Percent of Class Represented By Amount in Row 9 9.4% 12) Type of Reporting Person (See Instructions) IC Under Illinois Law, assets owned by Continental Casualty Company an Illinois insurance company, are solely under the control of the board of directors of the insurer. The characterization of shared dispositive power with the parent holding company is made solely as a consequence of SEC interpretations regarding control of the subsidiary. CNA Financial Corporation and Loews Corporation specifically disclaim beneficial ownership of the securities identified herein. Item 1. Security and Issuer. This Schedule relates to shares of the Common Stock, par value $1.00 per share ("Common Stock") of LaSalle Re Holdings Limited (the "Issuer"). The Issuer's principal executive office is located at 25 Church Street, P.O. Box HM 1502, Hamilton, HMFX, Bermuda. Item 2. Identity and Background. This filing amends a Schedule 13D with respect to the securities identified in Item 1 jointly filed by Continental Casualty Company, its parent CNA Financial Corporation, and Loews Corporation, which is CNA Financial Corporation's 84% owner, on October 13, 1998, which was filed in error. Each of the filing parties disclaims beneficial ownership of the securities described in Item 1 other than as described in this amended Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration n/a Item 4. Purpose of the Transaction n/a Item 5. Interest in Securities of the Issuer (a) Continental Casualty Company owns 1,425,354 shares of the common stock of LaSalle Re Holdings Limited, which constitutes 9.4% of such shares outstanding. (b) Under Illinois Law, assets owned by Continental Casualty Company an Illinois insurance company, are solely under the control of the board of directors of the insurer. The characterization of shared dispositive power with the parent holding company is made solely as a consequence of SEC interpretations regarding control of the subsidiary. CNA Financial Corporation and Loews Corporation specifically disclaim beneficial ownership of the securities identified herein. (c) None. (d) None. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The following agreements relating to the securities issued by Holdings have been entered into by CNA: 1 Excess Ownership Agreement dated November 27, 1995 among Holdings, LaSalle Re and the Founding Shareholders (Filed with the SEC as Exhibit 10.3 to Form 10-Q for the quarterly period ended December 31, 1995 (File No. 0-27216)). 2 Amended and Restated Shareholders Agreement dated November 27, 1995 among Holdings, LaSalle Re and the Founding Shareholders (Filed with the SEC as Exhibit 10.1 to Form 10-Q for the quarterly period ended December 31, 1995 (File No. 0-27216)). 3 Conversion Agreement dated November 27, 1995 among Holdings, LaSalle Re and holders of Exchangeable Non-Voting Shares (Filed with the SEC as Exhibit 10.4 to Form 10-Q for the quarterly period ended December 31, 1995 (File No. 0-27216)). Item 7. Material to Be Filed as Exhibits Exhibit A - Joint Filing Agreement Signature After reasonable inquiry and to the best of the undersigned's knowledge and belief the undersigned certify that the information set forth in this statement is true, complete and correct. CONTINENTAL CASUALTY COMPANY /s/ Jonathan D. Kantor Signature Jonathan D. Kantor Senior Vice President, Secretary and General Counsel CNA FINANCIAL CORPORATION /s/ Jonathan D. Kantor Signature Jonathan D. Kantor Senior Vice President, Secretary and General Counsel LOEWS CORPORATION /s/ Barry L Hirsch Signature Barry L. Hirsch Senior Vice President, Secretary and General Counsel Exhibit A Agreement Relating to the Filing of Joint Acquisition Statements Each of the undersigned hereby agrees that the Schedule 13D filed herewith is filed jointly, pursuant to Rule 13d-l(f) of the Securities and Exchange Act of 1934, as amended, on behalf of each of the undersigned. CONTINENTAL CASUALTY COMPANY /s/ Jonathan D. Kantor Signature Jonathan D. Kantor Senior Vice President, Secretary and General Counsel CNA FINANCIAL CORPORATION /s/ Jonathan D. Kantor Signature Jonathan D. Kantor Senior Vice President, Secretary and General Counsel LOEWS CORPORATION /s/ Barry L Hirsch Signature Barry L. Hirsch Senior Vice President, Secretary and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----