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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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CNA FINANCIAL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-5823 36-6169860
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
CNA Plaza, Chicago, Illinois 60685
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (312) 822-5000
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(Former Name or Former Address, if Changed Since Last Report)
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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.
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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
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Date: December 6, 1994 By: Peter E. Jokiel
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Peter E. Jokiel
Senior Vice President and
Chief Financial Officer
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CNA
For All the Commitments You Make
EXHIBIT 1
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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
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CNA Insurance Companies
news CNA Plaza
Chicago, Illinois 60685
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FOR IMMEDIATE RELEASE
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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-
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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.
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