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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) May 10, 1995
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LOEWS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-6541 13-2646102
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
667 Madison Avenue, New York, N.Y. 10021-8087
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 545-2000
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(Former Name or Former Address, if Changed Since Last Report)
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Page 1 of 3 Pages
Item 2. Acquisition or Disposition of Assets.
On May 10, 1995, CNA Financial Corporation ("CNA"), an 84% owned subsidiary of
the Loews Corporation, consummated the merger (the "Merger") of its wholly owned
subsidiary, Chicago Acquisition Corp. ("Merger Sub"), with and into The
Continental Corporation ("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 is
funding 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 and upon the consummation of the Merger, Continental became a wholly
owned subsidiary of CNA. Continental is an insurance holding company principally
engaged in the business of owning a group of property and casualty insurance
companies, which business CNA currently intends to continue.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
It is impracticable for the Registrant to file the financial statements and
pro forma financial information required by Items 7(a) and (b) of the General
Instructions to Form 8-K at this time. Registrant will file such financial
statements and pro form financial information as soon as practicable and in any
event no later than the date on which Registrant is required to file such
statements and information pursuant to Items 7(a) (4) and 7(b) (2) of the
General Instructions to Form 8-K.
(a) Exhibits:
Exhibit No. Description
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2.01 Securities Purchase Agreement, dated as of December 6, 1994,
by and between CNA Financial Corporation and The Continental
Corporation (with exhibits thereto) (incorporated herein by
reference to Exhibit 1 to CNA Financial Corporation's Form 8-K
(Commission File Number 1-5823) dated December 9, 1994).
2.02 Merger Agreement, dated as of December 6, 1994, by and among
CNA Financial Corporation, Chicago Acquisition Corp. and The
Continental Corporation (incorporated herein by reference to
Exhibit 2 to CNA Financial Corporation's Form 8-K (Commission
File Number 1-5823) dated December 9, 1994).
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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.
LOEWS CORPORATION
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(Registrant)
Dated: May 23, 1995 By: /s/ Barry Hirsch
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Barry Hirsch
Senior Vice President
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