================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 8-K/A
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
-----------------------
LOEWS CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-6541 13-2646102
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
667 Madison Avenue, New York, N.Y. 10021-8087
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 545-2000
--------------------
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
================================================================================
Page 1 of 12 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.
(a) Financial Statements of Business Acquired.
The financial statements of Continental required to be filed are incorporated
by reference. See Exhibits 99.01 and 99.02.
(b) Pro forma financial information
The required pro forma financial information is included as Exhibit 99.03.
(c) Exhibits:
Exhibit No. Description
----------- -----------
2.01 Securities Purchase Agreement, dated as of December 6, 1994,
by and between CNA and Continental (with exhibits thereto)
(incorporated herein by reference to Exhibit 1 to CNA'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, Merger Sub and Continental (incorporated herein by
reference to Exhibit 2 to CNA's Form 8-K (Commission File
Number 1-5823) dated December 9, 1994).
4.01 Certificate of Merger of Merger Sub with and into Continental
as filed with the Secretary of State of the State of New York
on May 10, 1995 (incorporated herein by reference to Exhibit
4.01 to CNA's Form 8-K/A (Commission File Number 1-5823) dated
July 24, 1995).
Page 2 of 12 Pages
Exhibit No. Description
----------- -----------
23.01 Consent of KPMG Peat Marwick LLP (incorporated herein by
reference to Exhibit 23.01 to CNA's Form 8-K/A (Commission
File Number 1-5823) dated July 24, 1995).
99.01 Consolidated Balance Sheets of Continental as of December 31,
1994 and 1993, and the related Consolidated Statements of
Income, Shareholders' Equity and Cash Flows for each of the
three years in the period ended December 31, 1994,together
with the notes thereto and the related report of Independent
Accountants (incorporated herein by reference to Schedule 14A
(pages F17 to F51) to Continental's Proxy Statement Commission
File Number 1-5686)dated March 29, 1995).
99.02 Consolidated Balance Sheets of Continental as of March 31,
1995 (unaudited) and December 31, 1994, and the related
Consolidated Statements of Income and Cash Flows for the Three
Months Ended March 31, 1995 and 1994 (unaudited),and Notes to
Financial Statements (incorporated herein by reference to
pages 3 through 17 of Continental's Form 10-Q (Commission File
Number 1-5686) dated May 15, 1995).
99.03* Unaudited Pro Forma Consolidated Condensed Balance Sheet as of
March 31, 1995 and Unaudited Pro Forma Consolidated Condensed
Statements of Operations for the three months ended March 31,
1995 and for the year ended December 31, 1994.
*Filed herewith
Page 3 of 12 Pages
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
-----------------
(Registrant)
Dated: July 24, 1995 By: /s/ Barry Hirsch
---------------------
Barry Hirsch
Senior Vice President
Page 4 of 12 Pages