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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Cyanotech Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
232437103
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(CUSIP Number)
Donald M. Lowry
CNA Financial Corporation
CNA Plaza, Chicago, Illinois 60685 (312)822-5158
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 10, 1995
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(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/A, 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).
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SCHEDULE 13D/A
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CUSIP No. 232437103
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/ X /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
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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)
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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)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%, 25.5% assuming conversion of Series C Preferred Stock (See Item 5)
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14 TYPE OF REPORTING PERSON
HC
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SCHEDULE 13D/A
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CUSIP No. 232437103
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/ X /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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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)
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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)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%, 25.5% assuming conversion of Series C Preferred Stock (See Item 5)
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14 TYPE OF REPORTING PERSON
HC
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<PAGE>
<PAGE>
SCHEDULE 13D/A
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CUSIP No. 232437103
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / X /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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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)
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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)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%, 25.5% assuming conversion of Series C Preferred Stock (See Item 5)
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14 TYPE OF REPORTING PERSON
HC
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<PAGE>
<PAGE>
SCHEDULE 13D/A
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CUSIP No. 232437103
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/ X /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
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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)
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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)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.0%
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14 TYPE OF REPORTING PERSON
IC
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<PAGE>
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SCHEDULE 13D/A
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CUSIP No. 232437103
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / X /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
183,486 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
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14 TYPE OF REPORTING PERSON
IC
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<PAGE>
<PAGE>
SCHEDULE 13D/A
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.
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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.
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<PAGE>
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.
<PAGE>
<PAGE>
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/A, 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.
<PAGE>
<PAGE>
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. The Insurance Companies elected a representative
to the Board of Directors at a meeting fo the Board held November 9, 1995.
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.
<PAGE>
<PAGE>
(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/A 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/A:
Exhibit 1 - an agreement regarding the filing of this Schedule 13D/A 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.<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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<PAGE>
<PAGE>
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<PAGE>
<PAGE>
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<PAGE>
<PAGE>
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/A 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: November 22, 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
<PAGE>
<PAGE>
NATIONAL-BEN FRANKLIN INSURANCE
COMPANY OF ILLINOIS
BY:/S/ DONALD M. LOWRY
------------------------
Donald M. Lowry
Senior Vice President,
Secretary and General
Counsel
<PAGE>
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.
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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)
<PAGE>
<PAGE>
(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______
<PAGE>
<PAGE>
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________________
<PAGE>
<PAGE>
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)
<PAGE>
<PAGE>
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:_______________________
