SC 13G 1 filing13g.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Arizona Star Resource Corp. ------------------------------------------------------------------------------- (Name of Issuer) Common Shares without Par Value ------------------------------------------------------------------------------- (Title of Class of Securities) 04059G106 -------------------------------------------------------------------- (CUSIP Number) December 31, 2006 -------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ x ] Rule 13d-1(d) *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 disclosures provided in a prior cover page. The information required on 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 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 04059G106 ------------------------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CNA Financial Corporation 36-6169860 ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) |_| (B) |x| ------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States ------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF ---------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY 4,555,100 OWNED BY ---------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 4,555,100 ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,555,100 ------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| ------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.2% ------------------------------------------------------------------------------- 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 indirect 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. Page 2 of 8 Pages CUSIP NO. 04059G106 ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Loews Corporation 13-2646102 ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) |_| (B) |x| ------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States ------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF ---------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY 4,555,100 OWNED BY ---------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 4,555,100 ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,555,100 ------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| ------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.2% ------------------------------------------------------------------------------- 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 indirect 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. Page 3 of 8 Pages CUSIP NO. 04059G106 ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Continental Casualty Company 36-2114545 ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) |_| (B) |x| ------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois, United States ------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF ---------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY 4,555,100 OWNED BY ---------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 4,555,100 ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,555,100 ------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| ------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.2% ------------------------------------------------------------------------------- 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 indirect 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. Page 4 of 8 Pages ITEM 1(a) NAME OF ISSUER: Arizona Star Resource Corp. (the "Issuer") ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: Arizona Star Resource Corp. 401 Bay Street, Suite 2700 Toronto, Ontario, Canada M5H 2Y4 ITEM 2(a) NAME OF PERSON FILING: CNA Financial Corporation Loews Corporation Continental Casualty Company ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: Continental Casualty Company 333 S. Wabash Chicago, Illinois 60604 CNA Financial Corporation 333 S. Wabash Chicago, Illinois 60604 Loews Corporation 667 Madison Avenue New York, New York 10021-8087 ITEM 2(c) CITIZENSHIP: Continental Casualty Company - State of Illinois CNA Financial Corporation - State of Delaware Loews Corporation - State of Delaware, United States ITEM 2(d) TITLE OF CLASS OF SECURITIES: Common Shares without Par Value ITEM 2(e) CUSIP NUMBER: 04059G106 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13d-1(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [x] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); Page 5 of 8 Pages (f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) [x] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] A group, in accordance with ss.240.13d-1(b)(1)(ii)(J). ITEM 4. OWNERSHIP. 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.) Continental CNA Loews Casualty Financial Corporation Company Corporation (a) Amount Beneficially Owned: 4,550,100 4,550,100 4,550,100 (b) Percent of Class 10.9% 10.9% 10.9% ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. N/A ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. N/A ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. Continental Casualty Company, an Illinois insurance company (IC). (See Exhibit 1.) ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. N/A ITEM 9. NOTICE OF DISSOLUTION OF GROUP. N/A Page 6 of 8 Pages ITEM 10. Certification of CNA Financial Corporation. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. February 13, 2007 /s/ Jonathan D. Kantor Jonathan D. Kantor Executive Vice President, General Counsel and Secretary Item 10. Certification of Loews Corporation. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. February 13, 2007 /s/ Gary W. Garson Gary W. Garson Senior Vice President, Secretary and General Counsel Item 10. Certification of Continental Casualty Company. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. February 13, 2007 /s/ Jonathan D. Kantor Jonathan D. Kantor Executive Vice President, General Counsel and Secretary Page 7 of 8 Pages Exhibit 1 Loews Corporation holds approximately 89.0% of the equity of CNA Financial Corporation. CNA Financial Corporation indirectly owns 100.0% of the relevant subsidiary, Continental Casualty Company, an Illinois domiciled insurance company (IC). Continental Casualty Company is the direct owner of the position being reported. Exhibit 2 Each of the undersigned hereby agrees that the Schedule 13G 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 Jonathan D. Kantor Executive Vice President, General Counsel and Secretary CNA FINANCIAL CORPORATION /s/ Jonathan D. Kantor Jonathan D. Kantor Executive Vice President, General Counsel and Secretary LOEWS CORPORATION /s/ Gary W. Garson Gary W. Garson Senior Vice President, Secretary and General Counsel