-----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, Pv7EeZx65IHXNIVUOoL/TBazNxXrzGfFgNovQfZYhy/swCH+3Ml9mfL6Dg4GnwPz UxofjHQKMWC6ysnHi9stpQ== 0000021175-95-000020.txt : 19951016 0000021175-95-000020.hdr.sgml : 19951016 ACCESSION NUMBER: 0000021175-95-000020 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951013 SROS: NASD GROUP MEMBERS: CNA FINANCIAL CORP GROUP MEMBERS: CNA FINANCIAL CORPORATION GROUP MEMBERS: FIREMEN'S INSURANCE COMPANY OF NEWARK, NEW JERSEY GROUP MEMBERS: LOEWS CORPORATION GROUP MEMBERS: NATIONAL-BEN FRANKLIN INSURANCE COMPANY OF ILLINOIS GROUP MEMBERS: THE CONTINENTAL CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYANOTECH CORP CENTRAL INDEX KEY: 0000768408 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 911206026 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38427 FILM NUMBER: 95580494 BUSINESS ADDRESS: STREET 1: 73-4460 QUEEN KAAHUMANU HWY STREET 2: SUITE 102 CITY: KAILUA KONA STATE: HI ZIP: 96740 BUSINESS PHONE: 8083261353 MAIL ADDRESS: STREET 1: 73-4460 QUEEN KAAHUMANU HWY STREET 2: SUITE 102 CITY: KAILUA-KONA STATE: HI ZIP: 96740 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 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 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Cyanotech Corporation - ---------------------------------------------------------------------------- (Name of Issuer) Common Stock - ----------------------------------------------------------------------------- (Title of Class of Securities) 232437103 - ----------------------------------------------------------------------------- (CUSIP Number) Donald M. Lowry CNA Financial Corporation CNA Plaza, Chicago, Illinois 60685 (312)822-5158 - ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 10, 1995 - ----------------------------------------------------------------------------- (Date of Event which Required 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 . ---- Check the following box if a fee is being paid with the statement X . ------ 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 ("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). SCHEDULE 13D - ----------------------------------------------------------------------------- CUSIP No. 232437103 - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LOEWS CORPORATION I.R.S. Identification No. 13-2646102 - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ / (b)/ X / - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / N/A - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ------------------------------------------------------------ 8 SHARED VOTING POWER NUMBER OF 183,486 shares of Common Stock directly; 3,158,641 SHARES shares of Common Stock assuming conversion of Series C BENEFICIALLY Preferred Stock (See Item 5) OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 183,486 shares of Common Stock directly; 3,158,641 shares of Common Stock assuming conversion of Series C Preferred Stock (See Item 5) - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 183,486 shares of Common Stock directly; 3,158,641 shares of Common Stock assuming conversion of Series C Preferred Stock (See Item 5) - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%, 25.5% assuming conversion of Series C Preferred Stock (See Item 5) - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - ----------------------------------------------------------------------------- SCHEDULE 13D - ----------------------------------------------------------------------------- CUSIP No. 232437103 - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CNA FINANCIAL CORPORATION I.R.S. Identification No. 36-6169860 - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ / (b)/ X / - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / N/A - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 --------------------------------------------------------------- 8 SHARED VOTING POWER NUMBER OF 183,486 shares of Common Stock directly; 3,158,641 SHARES shares of Common Stock assuming conversion of Series C BENEFICIALLY Preferred Stock (See Item 5) OWNED BY --------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON --------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 183,486 shares of Common Stock directly; 3,158,641 shares of Common Stock assuming conversion of Series C Preferred Stock (See Item 5) - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 183,486 shares of Common Stock directly; 3,158,641 shares of Common Stock assuming conversion of Series C Preferred Stock (See Item 5) - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%, 25.5% assuming conversion of Series C Preferred Stock (See Item 5) - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - ----------------------------------------------------------------------------- SCHEDULE 13D - ----------------------------------------------------------------------------- CUSIP No. 232437103 - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Continental Corporation I.R.S. Identification No. 13-2610607 - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / X / - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / N/A - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ----------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ------------------------------------------------------------- 8 SHARED VOTING POWER NUMBER OF 183,486 shares of Common Stock directly; 3,158,641 SHARES shares of Common Stock assuming conversion of Series C BENEFICIALLY Preferred Stock (See Item 5) OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 183,486 shares of Common Stock directly; 3,158,641 shares of Common Stock assuming conversion of Series C Preferred Stock (See Item 5) - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 183,486 shares of Common Stock directly; 3,158,641 shares of Common Stock assuming conversion of Series C Preferred Stock (See Item 5) - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%, 25.5% assuming conversion of Series C Preferred Stock (See Item 5) - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - ----------------------------------------------------------------------------- SCHEDULE 13D - ----------------------------------------------------------------------------- CUSIP No. 232437103 - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Firemen's Insurance Company of Newark, New Jersey I.R.S. Identification No. 22-1721950 - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ / (b)/ X / - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / N/A - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey - ----------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,975,155 shares of Common Stock assuming conversion of EACH Series C Preferred Stock (See Item 5) REPORTING ------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,975,155 shares of Common Stock assuming conversion of Series C Preferred Stock (See Item 5) - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,975,155 shares of Common Stock assuming conversion of Series C Preferred Stock (See Item 5) - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.0% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IC - ----------------------------------------------------------------------------- SCHEDULE 13D - ----------------------------------------------------------------------------- CUSIP No. 232437103 - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON National-Ben Franklin Insurance Company of Illinois I.R.S. Identification No. 13-2611663 - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / X / - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / N/A - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois - ----------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 183,486 shares of Common Stock EACH ------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 183,486 shares of Common Stock - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 183,486 shares of Common Stock - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IC - ----------------------------------------------------------------------------- SCHEDULE 13D relating to CYANOTECH CORPORATION Item 1. Security and Issuer. ------------------- The class of equity securities to which this Statement relates is the Common Stock, $.005 par value per share (the "Shares"), of Cyanotech Corporation, a Nevada corporation (the "Issuer"). The principal executive offices of the Issuer are located at 73-4460 Queen Kaahumanu Hwy., Suite 102, Kailua-Kona, Hawaii 96740. Item 2. Identity and Background. ----------------------- This Statement is being filed by the following: Loews Corporation, a Delaware corporation ("Loews"), 667 Madison Avenue, New York, New York 10021. CNA Financial Corporation, a Delaware corporation ("CNA"), CNA Plaza, Chicago, Illinois 60685. The Continental Corporation, a New York corporation ("Continental"), CNA Plaza, Chicago, Illinois 60685. Firemen's Insurance Company of Newark, New Jersey, a New Jersey insurance company (Firemen's), CNA Plaza, Chicago, Illinois 60685. National-Ben Franklin Insurance Company of Illinois, an Illinois insurance company ("National-Ben"), CNA Plaza, Chicago, Illinois 60685. Loews, through its subsidiaries, engages in insurance (property, casualty and life) through its approximately 84% ownership of CNA; the distribution and sale of watches and clocks through its approximately 97% ownership of Bulova Corporation; the operation of oil and gas drilling rigs and hotels; and the production of cigarettes. CNA, through its subsidiaries, engages in the business of property, casualty and life insurance. Continental, a 100% owned subsidiary of CNA, through its subsidiaries (including Firemen's and National-Ben) engages in the business of property and casualty insurance. Laurence A. Tisch, Co-Chairman of the Board and Co-Chief Executive Officer of Loews, and Preston R. Tisch, Co-Chairman of the Board and Co-Chief Executive Office of Loews, each own 9,449,956 shares of common stock of Loews, constituting an aggregate of 18,899,912 shares, or approximately 32% of the total number of outstanding shares of Loews Common Stock, and they may be deemed to be "controlling" persons of Loews as that term is defined in the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. Laurence A. Tisch is also Chief Executive Officer and a director of CNA. Preston R. Tisch is a director of CNA. The name, business address and present principal occupation of each executive officer and director of Loews, CNA, Continental, Firemen's and National-Ben are set forth in Appendix A hereto. Each such executive officer or director is a citizen of the United States. During the last five years, neither Loews, CNA, Continental, Firemen's nor National-Ben, nor, to the best respective knowledge of Loews, CNA, Continental, Firemen's and National-Ben, any executive officer or director of Loews, CNA, Continental, Firemen's or National-Ben has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding resulting in its or his being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- On May 10, 1995, CNA consummated the merger (the "Merger") of its wholly owned subsidiary, Chicago Acquisition Corp. ("Merger Sub"), with and into Continental, pursuant to the Merger Agreement dated as of December 6, 1994, by and among CNA, Continental and Merger Sub, for aggregate consideration of $1.125 million (based on a conversion price of $20.00 per share of Continental's common stock, par value $1.00 per share). CNA funded the cash purchase price with proceeds from a five-year revolving credit facility from a syndicate of banks led by The First National Bank of Chicago, as administrative agent, and The Chase Manhattan Bank, N.A., as syndication agent. As a result of and upon the consummation of the Merger, Continental became a wholly owned subsidiary of CNA. CNA, therefore, may be deemed to have become the beneficial owner of the Shares beneficially owned by Continental as of the consumation of the Merger on May 10, 1995. Previously, Continental and a subsidiary filed a Schedule 13D dated April 4, 1990 with respect to the Shares. The subject Schedule 13D supersedes such filing. On March 30, 1990, Continental acquired beneficial ownership of more than 5% of the Shares (as calculated in the manner set forth in Regulation 13D-G) when it purchased an aggregate of 595,031 shares of the Issuer's 8% Cumulative, Convertible, Redeemable Preferred Shares, Series C (the "Series C Preferred Stock"). The Series C Preferred Stock (after giving effect on December 31, 1990 to a 1 for 5 split) is convertible into 2,975,155 Shares. As of March 30, 1990, Continental also owned 1,250,000 shares of the Issuer's 12% Cumulative, Convertible, Preferred Shares, Series A (the "Series A Preferred Stock)(which were convertible into Shares through February 28, 1995) and 183,486 Shares (after giving effect to a 1 for 5 split on December 31, 1990). On September 1, 1994, Continental transferred both the Series A Preferred Stock and Series C Preferred Stock to its subsidiary Firemen's. On December 31, 1990, Continental transferred 183,486 Shares to its subsidiary National-Ben. Item 4. Purpose of Transaction. ---------------------- The Shares were, and are, included in the investment portfolio of Firemen's and National-Ben. Except as otherwise stated in this Item 4, neither Loews, CNA, Continental, Firemen's nor National-Ben has any plans or proposals with respect to the Issuer that relate or that could result in any of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D, although CNA, Continental, Firemen's and National-Ben (jointly, the "Insurance Companies") expect that each of them will review their respective positions from time to time and may make changes. In addition, the Insurance Companies expect that each of them will from time to time review their respective investment positions in the Issuer and may, depending upon market conditions or other factors existing at the time of such review, increase or decrease their respective positions. In this connection, the Insurance Companies have recently given active consideration to disposing of some or all of the 183,486 Shares held directly by National-Ben. From time to time, executives in CNA's investment portfolio operation have had discussions with senior executives of the Issuer. Among other things such individuals have discussed with the Issuer, the Issuer's financial structure and working capital needs including the reinstatement of the convertibility feature of the Series A Preferred Stock. No agreement has been reached. See Exhibit 3. In addition, they have discussed with the Issuer the possibility of a representative of the Insurance Companies being elected to the Board of Directors of the Issuer. Although the Issuer has indicated its willingness to elect a representative of the Insurance Companies to its Board of Directors, the Insurance Companies have not determined to make such a request. The Insurance Companies expect, however, that they may in the future request the Issuer to elect a representative of the Insurance Companies to the Issuer's Board of Directors. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a)(i) National-Ben is the beneficial owner of 183,486 Shares, representing approximately 2.0% of the total number of Shares outstanding, as calculated in the manner set forth in Regulation 13D-G.* (ii) Firemen's beneficially owns 595,031 shares of the Series C Preferred Stock, which are convertible into 2,975,155 Shares. Assuming conversion of all of the Series C Preferred Stock, Firemen's beneficially would own 24.0% of the total number of Shares outstanding, as calculated in the manner set forth in Regulation 13D-G.* (iii) Continental owns 100% of the outstanding common stock of both National- Ben and Firemen's, and therefore, may be deemed to be the beneficial owner of the 3,158,641 Shares beneficially owned by National-Ben and Firemen's, or 25.5% of the total number of Shares outstanding, as calculated in the manner set forth in Regulation 13D-G.* (iv) CNA owns 100% of the outstanding common stock of Continental and therefore, may be deemed to be the beneficial owner of the 3,158,641 Shares beneficially owned by Continental, or 25.5% of the total number of Shares outstanding, as calculated in the manner set forth in Regulation 13D-G.* (v) Loews owns 84% of the outstanding common stock of CNA and therefore, may be deemed to be the beneficial owner of the 3,158,641 Shares benenficially owned by CNA, or 25.5% of the total number of Shares outstanding, as calculated in the manner set forth in Regulation 13D-G.* To the best of the respective knowledge of Loews, CNA, Continental, Firemen's and National-Ben, no director or executive officer of Loews, CNA, Continental, Firemen's or National-Ben beneficially owns any Shares. (b) The persons named in response to Item 5(a) above are the only persons having the power to vote or to direct the vote and the power to dispose of, or to direct the disposition of, the Shares beneficially owned by each such person. ___________________ * Based on the number of Shares outstanding on June 22, 1995 as reported by the Issuer. (c) None of Loews, CNA, Continental, Firemen's or National-Ben has effected any transactions in the Shares in the past sixty days. (d) No person other than the persons named in response to Item 5(a) above has the right to receive or the power to direct the receipt of dividends from, or the profits from the sale of, the Shares beneficially owned by each such person. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ------------------------------------------------------------- To the best knowledge of Loews, CNA, Continental, Fireman's and National-Ben, the only contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to those types enumerated in Item 6 of Schedule 13D is a Stockholders Agreement dated as of May 17, 1993 by and among Gerald R. Cysewski, Firemen's (as successor in interest to Continental), National- Ben, Gerald A. Sherlock, Eva R. Reichl and the Issuer (the "Stockholders Agreement"). The Stockholders Agreement, in pertinent part, (a) limits the number of directors to six, (b) permits Eva R. Reichl to nominate one director and (c) requires the parties to the Stockholder Agreement to vote for such director. Item 7. Material to Be Filed as Exhibits. -------------------------------- The following items are filed as Exhibits to this Schedule 13D: Exhibit 1 - an agreement regarding the filing of this Schedule 13D on behalf of Loews, CNA, Continental, Firemen's and National-Ben is attached as Exhibit 1. Exhibit 2 - The Stockholders Agreement. Exhibit 3 - A proposal to change the corporate structure of the Issuer. SIGNATURE --------- The undersigned certifies that after reasonable inquiry and to the best of his knowledge and belief, the information set forth in this Statement is true, complete and correct. CNA FINANCIAL CORPORATION ------------------------- (Registrant) BY:/S/ Donald M. Lowry ---------------------- Donald M. Lowry Senior Vice President, Secretary and General Counsel Dated: October 13, 1995 SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF LOEWS CORPORATION The name and principal occupation or employment of each director or executive officer of Loews are set forth below. Except as otherwise noted, the business address of each such person is 667 Madison Avenue, New York, New York 10021. Charles B. Benenson Director of Loews; Officer and Director of Benenson Realty Company (real estate investments) 708 Third Avenue, New York, New York 10017 John Brademas Director of Loews; President Emeritus of New York University 70 Washington Sq. South New York, New York 10012 Bernard Myerson Director of Loews; Chairman Emeritus of Sony Theatre Management Corporation 711 Fifth Avenue New York, New York 10022 Edward J. Noha Director of Loews; Chairman of the Board of CNA CNA Plaza Chicago, Illinois 60685 Gloria R. Scott Director of Loews; President of Bennett College 900 E. Washington Street Greensboro, North Carolina 27401 Andrew H. Tisch Director of Loews; Member of the Management Committee of Loews James S. Tisch Director of Loews; President and Chief Operating Officer of Loews Corporation Jonathan M. Tisch Director of Loews; President and Chief Executive Officer of Loews Hotel Division Laurence A. Tisch Co-Chairman of the Board of Directors and Co-Chief Executive Officer of Loews and President and Chief Executive Officer of CBS Inc. Preston R. Tisch Co-Chairman of the Board of Directors and Co-Chief Executive Officer of Loews Kenneth Abrams Vice President-Personnel of Loews One Park Avenue New York, New York 10016 Gary W. Garson Vice President of Loews Robert J. Hausman Vice President of Loews and Chairman of the Board of the Hotel Division of Loews Barry Hirsch Senior Vice President, Secretary and General Counsel of Loews Herbert C. Hofmann Senior Vice President of Loews and President of Bulova Corporation John J. Kenny Treasurer of Loews One Park Avenue New York, New York 10016 Guy A. Kwan Controller of Loews One Park Avenue New York, New York 10016 John G. Malino Vice President-Real Estate of Loews Stuart B. Opotowsky Vice President-Tax of Loews One Park Avenue New York, New York 10016 Richard E. Piluso Vice President-Internal Audit of Loews One Park Avenue New York, New York 10016 Roy E. Posner Senior Vice President and Chief Financial Officer of Loews Dennis Smith Vice President-MIS of Loews One Park Avenue New York, New York 10016 DIRECTORS AND EXECUTIVE OFFICERS OF CNA FINANCIAL CORPORATION The name and principal occupation or employment of each director or executive officer of CNA are set forth below. Except as otherwise noted, the business address of each such person is CNA Plaza, Chicago, Illinois 60685. Antoinette Cook Bush Director of CNA; Partner in Law Firm of Skadden, Arps, Slate Meagher & Flom 1440 New York Avenue Washington, D.C. 20005-2107 Dennis H. Chookaszian Director of CNA; Chairman of the Board of CNA Insurance Companies Philip L. Engel Director of CNA; President of CNA Insurance Companies Robert P. Gwinn Director of CNA; Retired Chairman of the Board of Encyclopaedia Britannica 144 Fairbank Road Riverside, Illinois 60546 Edward J. Noha Director of CNA; Chairman of the Board of CNA Joseph Rosenberg Director of CNA; Chief Investment Strategist of Loews 667 Madison Avenue New York, New York 10021 James S. Tisch Director of CNA; President and Chief Operating Officer of Loews 667 Madison Avenue New York, New York 10021 Laurence A. Tisch Director of CNA; Co-Chairman of the Board of Directors and Co-Chief Executive Officer of Loews 667 Madison Avenue New York, New York 10021 Preston R. Tisch Co-Chairman of the Board of Directors and Co-Chief Executive Officer of Loews 667 Madison Avenue New York, New York 10021 Richard L. Thomas Director of CNA; Chairman of the Board and Chief Executive Officer of The First National Bank of Chicago and First Chicago Corporation One First National Plaza Chicago, Illinois 60670 Marvin Zonis Director of CNA; Professor of International Political Economy of University of Chicago 4942 South Ellis Avenue Chicago, Illinois 60615 Peter E. Jokiel Senior Vice President and Chief Financial Officer of CNA and CNA Insurance Companies Patricia L. Kubera Vice President and Controller of CNA and Group Vice President and Controller of CNA Insurance Companies Donald M. Lowry Senior Vice President, Secretary and General Counsel of CNA and CNA Insurance Companies Carolyn L. Murphy Senior Vice President of CNA Insurance Companies Jae L. Wittlich Senior Vice President of CNA Insurance Companies DIRECTORS AND EXECUTIVE OFFICERS OF THE CONTINENTAL CORPORATION The name and principal occupation or employment of each director or executive officer of Continental are set forth below. Except as otherwise noted, the business address of each such person is CNA Plaza, Chicago, Illinois 60685. Dennis H. Chookaszian Chairman of the Board of CNA Insurance Companies Philip L. Engel President of CNA Insurance Companies Peter E. Jokiel Senior Vice President and Chief Financial Officer of CNA and CNA Insurance Companies Donald M. Lowry Senior Vice President, Secretary and General Counsel of CNA and CNA Insurance Companies Donald C. Rycroft Senior Vice President and Treasurer of CNA Insurance Companies William H. Sharkey, Jr. Senior Vice President of CNA Insurance Companies Floyd E. Brady Senior Vice President of CNA Insurance Companies Bruce B. Brodie Senior Vice President of CNA Insurance Companies Thomas E. Donnelly Senior Vice President of CNA Insurance Companies James Flood Senior Vice President of CNA Insurance Companies Michael C. Garner Senior Vice President of CNA Insurance Companies Bernard L. Hengesbaugh Senior Vice President of CNA Insurance Companies Jack Kettler Senior Vice President of CNA Insurance Companies Carolyn L. Murphy Senior Vice President of CNA Insurance Companies Wayne R. Smith Senior Vice President of CNA Insurance Companies Adrian M. Tocklin Senior Vice President of CNA Insurance Companies Jae L. Wittlich Senior Vice President of CNA Insurance Companies DIRECTORS AND EXECUTIVE OFFICERS OF FIREMEN'S INSURANCE COMPANY OF NEWARK, NEW JERSEY The name and principal occupation or employment of each director or executive officer of Firemen's are set forth below. Except as otherwise noted, the business address of each such person is CNA Plaza, Chicago, Illinois 60685. Dennis H. Chookaszian Chairman of the Board of CNA Insurance Companies Philip L. Engel President of CNA Insurance Companies Peter E. Jokiel Senior Vice President and Chief Financial Officer of CNA and CNA Insurance Companies Donald M. Lowry Senior Vice President, Secretary and General Counsel of CNA and CNA Insurance Companies Donald C. Rycroft Senior Vice President and Treasurer of CNA Insurance Companies William H. Sharkey, Jr. Senior Vice President of CNA Insurance Companies Floyd E. Brady Senior Vice President of CNA Insurance Companies Bruce B. Brodie Senior Vice President of CNA Insurance Companies Thomas E. Donnelly Senior Vice President of CNA Insurance Companies James Flood Senior Vice President of CNA Insurance Companies Michael C. Garner Senior Vice President of CNA Insurance Companies Bernard L. Hengesbaugh Senior Vice President of CNA Insurance Companies Jack Kettler Senior Vice President of CNA Insurance Companies Carolyn L. Murphy Senior Vice President of CNA Insurance Companies Wayne R. Smith Senior Vice President of CNA Insurance Companies Adrian M. Tocklin Senior Vice President of CNA Insurance Companies Jae L. Wittlich Senior Vice President of CNA Insurance Companies DIRECTORS AND EXECUTIVE OFFICERS OF NATIONAL-BEN FRANKLIN INSURANCE COMPANY OF ILLINOIS The name and principal occupation or employment of each director or executive officer of National-Ben are set forth below. Except as otherwise noted, the business address of each such person is CNA Plaza, Chicago, Illinois 60685. Dennis H. Chookaszian Chairman of the Board of CNA Insurance Companies Philip L. Engel President of CNA Insurance Companies Peter E. Jokiel Senior Vice President and Chief Financial Officer of CNA and CNA Insurance Companies Donald M. Lowry Senior Vice President, Secretary and General Counsel of CNA and CNA Insurance Companies Donald C. Rycroft Senior Vice President and Treasurer of CNA Insurance Companies William H. Sharkey, Jr. Senior Vice President of CNA Insurance Companies Floyd E. Brady Senior Vice President of CNA Insurance Companies Bruce B. Brodie Senior Vice President of CNA Insurance Companies Thomas E. Donnelly Senior Vice President of CNA Insurance Companies James Flood Senior Vice President of CNA Insurance Companies Michael C. Garner Senior Vice President of CNA Insurance Companies Bernard L. Hengesbaugh Senior Vice President of CNA Insurance Companies Jack Kettler Senior Vice President of CNA Insurance Companies Carolyn L. Murphy Senior Vice President of CNA Insurance Companies Wayne R. Smith Senior Vice President of CNA Insurance Companies Adrian M. Tocklin Senior Vice President of CNA Insurance Companies Jae L. Wittlich Senior Vice President of CNA Insurance Companies EX-1 2 EXHIBIT 1 JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT Loews Corporation, CNA Financial Corporation, The Continental Corporation, Firemen's Insurance Company of Newark, New Jersey and National-Ben Franklin Insurance Company of Illinois each hereby agree that the Schedule 13D filed herewith, and any amendments that may be filed thereto, relating to the acquisition or disposition of shares of common stock of Cyanotech Corporation or other securities convertible into shares of common stock of Cyanotech Corporation, is filed jointly on behalf of each such person. Dated: August 23, 1995 LOEWS CORPORATION BY: /S/ BARRY HIRSCH ------------------------ Barry Hirsch Senior Vice President and Secretary CNA FINANCIAL CORPORATION BY:/S/ DONALD M. LOWRY ------------------------ Donald M. Lowry Senior Vice President, Secretary and General Counsel THE CONTINENTAL CORPORATION BY:/S/ DONALD M. LOWRY ------------------------ Donald M. Lowry Senior Vice President, Secretary and General Counsel FIREMEN'S INSURANCE COMPANY OF NEWARK, NEW JERSEY BY:/S/ DONALD M. LOWRY ------------------------ Donald M. Lowry Senior Vice President, Secretary and General Counsel NATIONAL-BEN FRANKLIN INSURANCE COMPANY OF ILLINOIS BY:/S/ DONALD M. LOWRY ------------------------ Donald M. Lowry Senior Vice President, Secretary and General Counsel EX-2 3 EXHIBIT 2 STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT ---------------------- This STOCKHOLDERS AGREEMENT ("Agreement") is entered into as of May 17, 1993, by and among Gerald R. Cysewski, The Continental Corporation, National - Ben Franklin Insurance Co. of Illinois, Gerald A. Sherlock (collectively the "Stockholders"); Eva R Reichl (the "Stock Purchaser"); and Cyanotech Corporation, a Nevada corporation (the "Corporation"). R E C I T A L S A. Each of the Stockholders is a stockholder of the Corporation and owns the shares of the Corporation's Common Stock or its 8% Cumulative Convertible Preferred Shares Series C (collectively the "Stock") as set forth on Exhibit A attached hereto; and B. Under Subscription Agreement dated as of May 15, 1993, between the Corporation and Eva R. Reichl, The Stock Purchaser has agreed to purchase from the Corporation 1,800,000 shares of its Common Stock, and the Corporation has agreed to sell, in consideration of the payment of the purchase price thereof, such shares of its Common Stock (the "Stock Purchasers Shares"), subject to the condition, among others, that this Agreement be duly executed and delivered by the parties hereto; and C. The Corporation and the Stockholders each desire that the transactions contemplated by the Subscription Agreement be consummated and are willing to enter into this Agreement for the benefit of all parties; In consideration of the mutual agreements and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to legally bind themselves, their successors, executors, heirs and assigns, the parties hereto agree as follows: 1. Size of the Board of Director. Without the prior written consent of a majority of the votes entitled to be cast with respect to the shares of Stock then held by the Stockholders and with respect to the Stock Purchaser Shares then held by the Stock Purchaser, the Corporation shall not propose, and the Stockholders shall not vote for, or take or cause to be taken any action in favor of any resolution, Bylaw change or proposal that would result in the Corporation's Board of Directors (the "Board") becoming larger than six (6) members. This agreement in no way cancels of modifies the rights of holders of 12% Cumulative Convertible Preferred Shares Series A ("Series A") to elect one director to the Board. Should holders of Series A exercise their right to elect one member to the Board, the Board would consist of a maximum of seven members. 2. Nomination of Directors. The Corporation shall give written notice to the Stock Purchaser of any election to the Board (the "Election Notice") not less than 10 business days before any deadline for submitting names of nominees for membership on the Board or 45 days before said election, whichever is the longer period. Eva R. Reichl may nominate one person for election as director (the "Stock Purchaser Nominee"). The Stock Purchaser shall give the Corporation and the Stockholders written notice of the name of their respective Stock Purchaser Nominee, if any, within 10 business days after receipt of the Election Notice. 3. Election of Directors. At any election of directors of the Corporation, the Stockholders and Stock Purchaser shall vote their shares so as to elect the Stock Purchaser Nominee. 4. Specific Performance. Each of the parties hereto acknowledges and agrees that any other parties hereto would be irreparably damaged in the event any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Accordingly, each of the parties hereto agrees that each other party is entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any foreign or domestic court having subject matter jurisdiction, to the extent permitted by applicable law. 5. No Waiver. Except as expressly provided in this Agreement, nothing contained in this Agreement shall cause the failure of the Corporation or the Stockholders to insist upon strict compliance with any covenant, obligation, condition or agreement contained herein to operate as a waiver of, or estoppel with respect to, any which or any other covenant, obligation, condition or agreement by the party entitled to the benefit thereto. 6. Severability. If any provisions hereof shall be held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such holding or action shall be strictly construed and, subject to applicable law, shall not affect the validity or effect of any other provisions hereof. 7. Authority. Each party to this Agreement has full power and authority to execute, deliver and perform this Agreement in accordance with the respective terms hereof. The Stockholders represent that in their individual or corporate capacity they have the authority to bind the shares they beneficially own, as listed on Exhibit A, to all the covenants, representations and warranties contained herein. 8. Third Party Beneficiary. This Agreement has been entered into for the express benefit of the parties hereto. Nothing herein expressed or implied is intended to or shall be construed to confer upon or give to any person or corporation other than the parties hereto and their successors or permitted assigns any rights or remedies under or by reason of this Agreement. 9. Entire Agreement; Amendments. This Agreement contains, and is intended as, a complete statement of the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior statements, representations, discussions, agreements, draft agreements and undertakings, whether written or oral, expressed or implied, of any and every nature with respect thereto. This Agreement cannot be changed or terminated orally, and may only be amended by written agreement of all of the parties. 10. Successors and Assigns. All terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors in interest of the respective parties hereto and by each transferee of the shares of Stock held by the Stockholders. 11. Termination. This Agreement terminates with respect to the Stock Purchaser when such Stock Purchaser sells, transfers or disposes of any of its Stock Purchaser Shares, other than by will, the laws of descent, or to any entity controlled, directly or indirectly, by such Stock Purchaser. 12 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii applicable to agreements made and to be performed in such State. 13. Notices. All notices, requests, demands, and other communications under this Agreement are to be in writing and delivered personally (including by courier) or mailed by certified mail, return receipt requested or by reliable overnight courier, or given by facsimile transmission to the parties at the following addresses (or to such other address as a party may have specified by notice given to the other pursuant to this provision) and deemed given when so received: (i) if to the Corporation, to: Cyanotech Corporation P.O. Box 4384 Keahole Point Kailua-Kona, Hawaii 96745 (808) 329-3597 (fax) Attn: Ronald P. Scott, Vice-President, Finance & Administration and Secretary (ii) if to Gerald R. Cysewski, to: Gerald R. Cysewski P.O. Box 4384 Keahole Point Kailua-Kona, Hawaii 96745 (808 329-3597 (fax) (iii) if to The Continental Corporation, to: Continental Asset Management Corporation 180 Maiden Lane New York, New York 10038 (212) 422-2290 (fax) Attn: Gerald Bollman, Executive Vice President (iv) if to National - Ben Franklin Insurance Co. of Illinois, to: Continental Asset Management Corporation 180 Maiden Lane New York, New York 10038 (212) 422-2290 (fax) Attn: Gerald Bollman, Executive Vice President (v) if to Gerald A. Sherlock, to: Gerald A. Sherlock 514 Eleuthera Lane Indian Harbor Beach, Florida 32937 (407) 777-3288 (fax) (vi) if to Eva R. Reichl, to: Eva R. Reichl P.O. Box 472 Princeton, New Jersey 08542 (609) 921-8698 (fax) 14. Counterparts. This Agreement may be executed by the parties hereto in counterparts each of which constitutes an original, but together are one and the same instrument. 15. Further Assurances. Each party hereto agrees to perform such additional acts necessary or appropriate to further the purposes of this Agreement. The undersigned have caused this Agreement to be executed as of the date first above written. CYANOTECH CORPORATION By:/S/_GERALD R. CYSEWSKI_____ Name:_GERALD R. CYSEWSKI______ Title:__PRESIDENT_____________ STOCKHOLDERS: GERALD R. CYSEWSKI /S/_GERALD R. CYSEWSKI______ THE CONTINENTAL CORPORATION by CONTINENTAL ASSET MANAGEMENT CORPORATION, attorney-in-fact, By:/S/ GERALD W. BOLLMAN________ Name:__GERALD W. BOLLMAN________ Title:_EXECUTIVE VICE PRESIDENT_ NATIONAL - BEN FRANKLIN INSURANCE CO. of ILLINOIS by CONTINENTAL ASSET MANAGEMENT CORPORATION, attorney-in-fact, By:/S/ GERALD W. BOLLMAN_________ Name:__GERALD W. BOLLMAN_________ Title:__EXECUTIVE VICE PRESIDENT_ GERALD A. SHERLOCK /S/GERALD A. SHERLOCK___________ STOCK PURCHASER: EVA R. REICHL /S/EVA R. REICHL________________ EXHIBIT A Stockholder Shares/Class Gerald R. Cysewski 487,308 (Common) National - Ben Franklin Insurance co. of Illinois 183,486 (Common) The Continental Corporation 595,031 (Pfd Class C) Gerald A. Sherlock 420,000 (Common) EXHIBIT 3 August 31, 1995 Cyanotech Corporation 73-4460 Queen Kaahumanu Hwy., Suite 102 Kailua-Kona, Hawaii 96740 Attn: Gerald Cysewski President Re: 1,250,000 shares of the Issuer's 12% Cumulative, Convertible, Preferred Shares, Series A (the "Series A Preferred Stock") Dear Mr. Cysewski: Per your conversations with Julian Baker at Loews Corporation, Firemen's Insurance Company of Newark, New Jersey ("Firemen's") agrees to convert its shares of Series A Preferred Stock within two weeks of Firemen's receipt of notice of the reinstatement of the convertibility feature [as described in the Articles of Incorporation of Cyanotech Corporation, as amended, (other than with respect to the expiration date of the convertibility period)], if the convertibility feature is reinstated within thirty days. Please include with the notice an opinion of counsel (which may be in-house counsel) which states that the convertibility reinstatement was properly authorized. Notices may be sent by confirmed facsimile, express delivery or certified mail. Please sign a copy of this letter and return it to me by facsimile at (312)822-4175 if the previous description reflects your understanding of the terms of the reinstatement of the convertibility feature for the Series A Preferred Stock. Sincerely, Richard W. Dubberke Vice President RWD:lg Agreed: Cyanotech Corporation By:__________________________ Title:_______________________ -----END PRIVACY-ENHANCED MESSAGE-----