-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Ln8iibSz1rVMex3928lDmRVx+8vuXGsVq/+WAm8LNc9mrL5meKieBxtdxA2qZjxw ynnqedv0V3ecmDDckkPktw== 0000021175-94-000020.txt : 19941208 0000021175-94-000020.hdr.sgml : 19941208 ACCESSION NUMBER: 0000021175-94-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941206 ITEM INFORMATION: Other events FILED AS OF DATE: 19941207 SROS: CBOE SROS: NYSE SROS: PSE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05823 FILM NUMBER: 94563625 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 8-K 1 FORM 8-K =============================================================================== 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 6, 1994 -------------------- CNA FINANCIAL CORPORATION - ------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-5823 36-6169860 - ------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) CNA Plaza, Chicago, Illinois 60685 - ------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (312) 822-5000 ------------------ - ------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ============================================================================== Page 1 of 6 Item 5. Other Events On December 6, 1994, CNA Financial Corporation (CNA) issued a press release, which stated that CNA and The Continental Corporation (Continental) signed an agreement under which CNA will acquire Continental through a cash merger for $1.1 billion. A copy of the press release is attached hereto as Exhibit 1 and is incorporated herein by reference. Page 2 of 6 SIGNATURES 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 thereunto duly authorized. CNA FINANCIAL CORPORATION ------------------------- Date: December 6, 1994 By: Peter E. Jokiel ---------------- --------------- Peter E. Jokiel Senior Vice President and Chief Financial Officer Page 3 of 6 CNA For All the Commitments You Make EXHIBIT 1 --------- Media Contacts: Dave Thomson Arthur O'Connor CNA Public Relations Continental Public Relations 312-822-2084 212-440-7975 Carrie Rosen Sherrie Saag CNA Media Relations CNA Media Relations 312-822-5819 312-822-2085 - ------------------------------------------------------------------------------ CNA Insurance Companies news CNA Plaza Chicago, Illinois 60685 - ------------------------------------------------------------------------------ FOR IMMEDIATE RELEASE --------------------- CNA FINANCIAL CORPORATION TO ACQUIRE THE CONTINENTAL CORPORATION FOR $1.1 BILLION CHICAGO, December 6, 1994 -- CNA Financial Corporation (CNA) and The Continental Corporation (Continental) today have signed an agreement under which CNA will acquire Continental through a cash merger for $1.1 billion, or $20 a share. The acquisition will create the seventh largest U.S. insurance group. Dennis H. Chookaszian, Chairman and Chief Executive Officer of the CNA Insurance Companies, said that the acquisition presents a unique opportunity to build a world-class insurance organization. Continental's Chairman and Chief Executive Officer John P. Mascotte said that the merger will achieve an impressive collaboration of the talents, strengths and resources of both companies. Both boards have approved the transaction. The acquisition may be funded with long-term debt or may include a combination of long-term debt and equity. In conjunction with CNA's acquisition of Continental, CNA will invest an additional $275 million which takes the place of the funds that Insurance Partners, L.P., had committed under a previous agreement with Continental. -more- Page 4 of 6 CNA - Continental -- add 1 Chookaszian said that the acquisition of Continental will expand CNA's product portfolio for customers and agents. "The opportunity to acquire high-quality assets and gain additional market presence, while building on our solid financial strength is very exciting," he said. "Numerous economies of scale and market efficiencies make the agreement an excellent business decision," said Chookaszian. "We see opportunities to apply both companies' experience in improving efficiencies, and this should reduce costs. In addition, the insurance expertise of CNA and Continental can be further leveraged through the agents and brokers of both organizations." CNA's solid capital position, high-quality, conservative investment portfolio and positive operating trends all contribute to CNA's ability to make a success of the acquisition. CNA's strong debt-to-capital ratio of 17 percent, plus the economic benefits of the acquisition, will more than support the financing. CNA and Continental will jointly seek regulatory approvals as quickly as possible. Until the acquisition is completed, Continental will continue to operate independently. Mascotte will continue as chairman and chief executive officer for the interim period. In addition, a transition team composed of key people from both organizations will be formed to ensure that CNA and Continental are smoothly combined. CNA Financial Corporation is the parent company of the CNA Insurance Companies, the 12th largest U.S. insurance organization and the sixth largest U.S. property-casualty insurance group as measured by 1993 premium volume. Loews Corporation owns 84 percent of the common stock of CNA Financial Corporation. CNA had 1993 revenues of $11 billion and assets of $41.9 billion as of December 31, 1993. The principal CNA Insurance Companies are Continental Casualty Company and Continental Assurance Company. -more- Page 5 of 6 CNA - Continental -- add 2 The Continental Corporation, headquartered in New York, is the 11th largest U. S. property-casualty insurance company based on 1993 premium volume. Continental had 1993 revenues of $5 billion and assets of $16 billion as of December 31, 1993. -#- Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----