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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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CNA FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-5823 13-2646102
(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)
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Item 2. Acquisition or Disposition of Assets
On May 10, 1995, CNA Financial Corporation ("CNA") 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 CNA 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. CNA will file such financial
statements and pro forma financial information as soon as practicable and in
any event no later than the date on which CNA 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) (Exhibit
1 to Form 8-K dated December 9, 1994
incorporated herein by reference.)
2.02 Merger Agreement, dated as of December 6,
1994, by and among CNA Financial
Corporation, Chicago Acquisition Corp. and
The Continental Corporation (Exhibit 2 to
Form 8-K dated December 9, 1994 incorporated
herein by reference.)
99.01 Press Release issued by CNA Financial
Corporation dated May 9, 1995.
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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: May 23, 1995 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 99.01
Media contact:
Bill Shaffer - CNA
(312) 822-4195
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CNA Insurance Companies
news CNA Plaza
Chicago, Illinois 60685
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CNA FINANCIAL COMPLETES ACQUISITION
OF CONTINENTAL INSURANCE
CHICAGO, May 9, 1995 -- CNA Financial Corporation (NYSE: CNA) today
announced that, in a meeting in New York City, Continental shareholders
approved the acquisition by CNA of Continental by more than the required
two-thirds majority, completing the final approval process including
shareholders, regulators in 11 states and Puerto Rico, the U.S. Department
of Justice and the U.S. Federal Trade Commission. Formal closing will occur
tomorrow morning May 10,1995.
Announced Dec. 6, 1994, the acquisition creates what industry analysts
term the nation's largest U.S. commercial lines insurance company. CNA said
in December it would pay $1.1 billion, or $20 per share, for all outstanding
shares of Continental stock.
"This is a milestone for CNA and Continental customers, policyholders,
shareholders and employees," said Dennis H. Chookaszian, chairman and chief
executive officer of CNA Insurance Companies. "This acquisition is part of
CNA's business strategy to build a world-class insurance organization, one
that is well-positioned for future growth and success.
"We have a long and successful history of acquisitions and mergers
dating back to the formation of CNA, itself. The last few years have been
difficult for our industry. However, the financial strength and combination
of our products and services create an organization that rivals any in the
United States.
"We have an extremely strong management team, clear strategic
direction, deep and solid financial resources, and a vast amount of
experience in our combined areas of business."
The combined companies will retain the CNA name and will become the
largest commercial lines insurance company, the third-largest property and
casualty insurance company and the sixth largest insurance organization in
the nation, based on publicly available 1994 premium volume.
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2-2-2
Combining 1994 net written premiums of the two companies would have
produced a company with premium volume of $14.6 billion.
Mr. Chookaszian remains chairman and chief executive officer and
Philip L. Engel remains president of the CNA Insurance Companies.
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