SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LaSalle Re Holdings Limited
(Name of Issuer)
Common Stock
(Title of Class of Securities)
G5383Q101
(CUSIP Number)
Timothy S. Scott
Counsel
CNA Financial Corporation
CNA Plaza - 23 South
Chicago, Illinois 60685
(312) 822 - 4979
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 30, 1998
(Date of Event which Requires
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, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [XXX].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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).
(Continued on the following page(s))
<PAGE>
(1) Name of Reporting Person: CNA Financial Corporation
SS or IRS Identification 36-6169860
Nos. of Above Persons:
(2) Check the Appropriate Box (a) (b) X
If A Member of Group
(See Instructions)
(3) SEC Use Only
(4) SOURCE OF FUNDS
WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power 0
Shares
Beneficially Owned (8) Shared Voting Power 3,455,500
by Each Reporting
Person With: (9) Sole Dispositive Power 0
(10) Shared Dispositive Power: 3,455,500
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 3,455,500
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
(13) Percent of Class
Represented By Amount in Row 11 21.2%
(14) Type of Reporting
Person (See Instructions) HC
Under Illinois Law, assets owned by Continental Casualty Company, an
Illinois insurance company, are solely under the control of the board of
directors of the insurer. The characterization of shared dispositive power with
the parent holding company is made solely as a consequence of SEC
interpretations regarding control of the subsidiary. CNA Financial Corporation
and Loews Corporation specifically disclaim beneficial ownership of the
securities identified herein.
<PAGE>
(1) Name of Reporting Person: Loews Corporation
SS or IRS Identification 13-2646102
Nos. of Above Persons:
(2) Check the Appropriate Box (a) (b) X
If A Member of Group
(See Instructions)
(3) SEC Use Only
(4) Citizenship or Place of Organization Delaware
Number of (5) Sole Voting Power 0
Shares
Beneficially Owned (6) Shared Voting Power 3,455,500
by Each Reporting
Person With: (7) Sole Dispositive Power 0
(8) Shared Dispositive Power: 3,455,500
(9) Aggregate Amount Beneficially
Owned by Each Reporting Person 3,455,500
(10) Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions)
(11) Percent of Class
Represented By Amount in Row 9 21.2%
(12) Type of Reporting
Person (See Instructions) HC
Under Illinois Law, assets owned by Continental Casualty Company an
Illinois insurance company, are solely under the control of the board of
directors of the insurer. The characterization of shared dispositive power with
the parent holding company is made solely as a consequence of SEC
interpretations regarding control of the subsidiary. CNA Financial Corporation
and Loews Corporation specifically disclaim beneficial ownership of the
securities identified herein.
<PAGE>
(1) Name of Reporting Person: Continental Casualty Company
SS or IRS Identification 36-2114545
Nos. of Above Persons:
(2) Check the Appropriate Box (a) (b) X
If A Member of Group
(See Instructions)
(3) SEC Use Only
(4) Citizenship or Place of Organization Illinois
Number of (5) Sole Voting 0
Shares
Beneficially Owned (6) Shared Voting 3,455,500
by Each Reporting
Person With: (7) Sole Dispositive Power 0
(8) Shared Dispositive Power: 3,455,500
(9) Aggregate Amount Beneficially
Owned by Each Reporting Person 3,455,500
(10) Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions)
(11) Percent of Class
Represented By Amount in Row 9 21.2%
(12) Type of Reporting
Person (See Instructions) IC
Under Illinois Law, assets owned by Continental Casualty Company an
Illinois insurance company, are solely under the control of the board of
directors of the insurer. The characterization of shared dispositive power with
the parent holding company is made solely as a consequence of SEC
interpretations regarding control of the subsidiary. CNA Financial Corporation
and Loews Corporation specifically disclaim beneficial ownership of the
securities identified herein.
<PAGE>
Item 1. Security and Issuer.
This Schedule relates to shares of the Common Stock, par value $1.00
per share ("Common Stock") of LaSalle Re Holdings Limited (the
"Issuer"). The Issuer's principal executive office is located at 25
Church Street, P.O. Box HM 1502, Hamilton, HMFX, Bermuda.
Item 2. Identity and Background.
This statement is submitted by the following entities: 1. CNA
Financial Corporation ("CNA"), which is a corporation organized under
the laws of the State of Delaware. CNA's principal address is CNA
Plaza, Chicago, Illinois 60685. CNA is a holding company which derives
substantially all of its operating income and cash flow from its
subsidiaries, whose lines of business include property and casualty
insurance; life insurance, accident and health insurance; pension
products and annuities; and related services. The shares which are the
subject of this report are owned by two wholly owned subsidiaries of
CNA: Continental Casualty Company (3,136,350 shares) and CNA (Bermuda)
Services Ltd., a Bermuda corporation. CNA has not, during the last
five years, been convicted in a criminal proceeding and has not,
during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result
of which it is or was 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. CNA is a majority (84%) owned subsidiary of
Loews Corporation.
2. Loews Corporation ("Loews"), which is a corporation organized under
the laws of the State of Delaware. Loews Corporation has its principal
offices at 667 Madison Avenue, New York, New York 10021-8087. Loews is
a holding company and derives all of its operating income and cash
flow from its subsidiaries. In addition to CNA, Loews' subsidiaries
are engaged in the following lines of business; the production and
sale of cigarettes (Lorillard, Inc., a wholly owned subsidiary); the
operation of hotels (Loews Hotels Holding Corporation, a wholly owned
subsidiary); the operation of offshore oil and gas drilling rigs
(Diamond Offshore, a 50.3% owned subsidiary); and the distribution and
sale of watches and clocks (Bulova Corporation, a 97% owned
subsidiary). Loews has not, during the last five years, been convicted
in a criminal proceeding and has not, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it is or was 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.
3. Continental Casualty Company ("Continental"), which is an insurance
company organized under the laws of the State of Illinois.
Continental's principal address is CNA Plaza, Chicago, Illinois 60685.
Continental is a property and casualty insurance company. Continental
is a wholly owned subsidiary of CNA Financial Corporation. Continental
has not, during the last five years, been convicted in a criminal
proceeding and has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it is or was 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. Continental is the
owner of 3,136,350 of the shares or instruments convertible into
shares, described in this report. Under Illinois Law, assets owned by
Continental Casualty Company are solely under the control of the board
of directors of the insurer. The characterization of shared
dispositive power with the parent holding companies is made solely as
a consequence of SEC interpretations regarding control of the
subsidiary. CNA Financial Corporation and Loews Corporation
specifically disclaim beneficial ownership of the securities
identified herein.
The names, business addresses and occupational information for: (a)
each executive officer and director of CNA Financial Corporation (b)
each executive officer and director of Loews Corporation and (c) each
executive officer and director of Continental Casualty Company is set
forth in Exhibit A. To the best of the knowledge of CNA Financial
Corporation, Loews Corporation, and Continental Casualty Company,
respectively, each of the individuals on Exhibit A has not, during the
last five years, been convicted in a criminal proceeding and has not,
during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result
of which it is or was 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 Working capital.
Item 4. Purpose of the Transaction
Certain subsidiaries of CNA Financial Corporation (collectively "CNA")
were among the entities which capitalized LaSalle Re Limited ("LaSalle
Re"), which is LaSalle Re Limited's ("Holdings'") principal operating
subsidiary. In respect of the exchange of certain interests in La
Salle Re, CNA received, immediately prior to the completion of
Holdings' initial public offering, options to acquire non-voting
common stock in LaSalle Re, in the following amounts: Continental
Casualty Company - 135,350 options; CNA (Bermuda) Services Ltd. -
318,150 options. Such options are exerciseable subject to the prior
approval of the Bermuda Monetary Authority. The non-voting stock is
exchangeable, subject to certain conditions and approval of the Board
of Directors, into common shares of Holdings on a one for one basis.
CNA additionally received 1,425,354 shares of common stock of Holdings
and 1,574,646 shares of non-voting exchangeable shares of LaSalle Re,
both of which positions are held in Continental Casualty Company. CNA
exercised its options to acquire additional non-voting stock in
LaSalle Re Limited in order to receive dividend income accruing to
such shares.
CNA has no present intention to seek to initiate any extraordinary
transactions such as a merger or sale of material amounts of
Holdings', nor to effect a change in the Issuer's board of directors,
management or documents governing Holdings' conduct of its business or
corporate structure.
Item 5. Interest in Securities of the Issuer
(a) Continental Casualty Company owns 1,425,354 shares of the
common stock of LaSalle Re Holdings Limited, which constitutes 9.39%
of such shares outstanding. Continental Casualty Company additionally
owns, as a consequence of the exercise of its options on September 30,
1998, 1,710,996 shares of non-voting exchangeable common stock of
LaSalle Re Limited. If exchanged, such shares together with the shares
already held by Continental Casualty Company would constitute 17.9% of
Holdings shares outstanding.
CNA (Bermuda) Services Limited owns, as a consequence of its
exercise of its options on September 30, 1998, 318,150 shares of
non-voting exchangeable common stock of LaSalle Re Limited. If
exchanged, such shares together with the shares already held by
Continental Casualty Company would constitute 21.2% of Holdings'
shares outstanding.
(b). Under Illinois Law, assets owned by Continental Casualty
Company an Illinois insurance company, are solely under the control of
the board of directors of the insurer. The characterization of shared
dispositive power with the parent holding company is made solely as a
consequence of SEC interpretations regarding control of the
subsidiary. CNA Financial Corporation and Loews Corporation
specifically disclaim beneficial ownership of the securities
identified herein. Additionally, the CNA subsidiaries which own the
securities which are the subject of this report are subject to the
provisions of the agreements identified in Item 6 of this report.
(c) On September 30, 1998, Continental Casualty Company exercised
its option to acquire 136,350 additional shares of non-voting common
stock of LaSalle Re Limited. On September 30, 1998, CNA (Bermuda)
Services Ltd. exercised its option to acquire 318,150 additional
shares of non-voting common stock of LaSalle Re Limited. No affiliate
of CNA Financial Corporation has had other transactions in securities
issued by or convertible into securities issued by Holdings in the
sixty days preceding the filing of this report.
(d) None.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The following agreements relating to the securities issued by Holdings have been
entered into by CNA:
1 Excess Ownership Agreement dated November 27, 1995 among Holdings,
LaSalle Re and the Founding Shareholders (Filed with the SEC as Exhibit 10.3 to
Form 10-Q for the quarterly period ended December 31, 1995 (File No. 0-27216)).
2 Amended and Restated Shareholders Agreement dated November 27, 1995 among
Holdings, LaSalle Re and the Founding Shareholders (Filed with the SEC as
Exhibit 10.1 to Form 10-Q for the quarterly period ended December 31, 1995 (File
No. 0-27216)).
3 Conversion Agreement dated November 27, 1995 among Holdings, LaSalle Re
and holders of Exchangeable Non-Voting Shares (Filed with the SEC as Exhibit
10.4 to Form 10-Q for the quarterly period ended December 31, 1995 (File No.
0-27216)).
Item 7. Material to Be Filed as Exhibits
(a) Executive Officers and Directors of CNA Financial Corporation, Loews
Corporation, and Continental Casualty Company.
(B) Agreement Relating to the Filing of Joint Acquisition Statements
Signature
After reasonable inquiry and to the best of the undersigned's knowledge and
belief the undersigned certify that the information set forth in this statement
is true, complete and correct.
CONTINENTAL CASUALTY COMPANY
/s/ Jonathan D. Kantor
Signature
Jonathan D. Kantor
Senior Vice President, Secretary and General Counsel
CNA FINANCIAL CORPORATION
/s/ Jonathan D. Kantor
Signature
Jonathan D. Kantor
Senior Vice President, Secretary and General Counsel
LOEWS CORPORATION
/s/ Barry L Hirsch
Signature
Barry L. Hirsch
Senior Vice President, Secretary and General Counsel
Exhibit A
CNA Financial Corporation
Directors and Executive Officers
Antoinette Cook Bush, Partner, Skadden, Arps, Slate, Meagher & Flom, Washington,
D. C. since 1993.
Dennis H. Chookaszian, Chairman of the Board and Chief Executive Officer of the
CNA Insurance Companies since September 1992.
Philip L. Engel, President of the CNA Insurance Companies since September 1992.
Robert P. Gwinn, Retired Chairman of the Board and Chief Executive Officer of
Encyclopaedia Britannica. He is a director of Alberto Culver Company.
Walter F. Mondale, Partner in the Minneapolis, Minnesota law firm of Dorsey &
Whitney since December 1996.
Edward J. Noha, Chairman of the Board of CNA since September 1992. Prior to that
time and since February 1975, Mr. Noha was Chairman of the Board and Chief
Executive Officer of the CNA Insurance Companies.
Joseph Rosenberg, Chief Investment Strategist of Loews since 1995. Prior to
that,he was Chief Investment Officer of Loews since August 1973.
Richard L.Thomas, Retired Chairman of the Board of First Chicago NBD Corporation
("NBD"). He was Chairman of the Board of First Chicago Corporation (the
predecessor of NBD) from January 1992 through December 1995.
JamesS. Tisch, President and Chief Operating Officer of Loews since October
1994. Prior to that, he was Executive Vice President of Loews.
Luarence A. Tisch, Co-Chairman of the Board and Co-Chief Executive Officer of
Loews. He is the Chief Executive Officer of CNA.
PRESTON R. Tisch, Co-Chairman of the Board and Co-Chief Executive Officer of
Loews.
Marvin Zonis, Professor of international political economy at the Graduate
School of Business of the University of Chicago since 1989.
Loews Corporation
Directors and Executive Officers
Charles B. Benenson, 85 - Officer and Director, Benenson Realty Company (real
estate investments).
John Brademas, 71 - President Emeritus since 1992 and, prior thereto, President
of New York University.
Dennis H. Chookaszian, 54 - Chairman of the Board and Chief Executive Officer of
the CNA Insurance Companies since September 1992.
Paul J. Fribourg, 44 - Chairman of the Board of Directors and Chief Executive
Officer of Continental Grain (international agribusiness and financial services)
since April 1997.
Bernard Myerson, 80 - Retired, formerly Chairman Emeritus of Sony Theatre
Management Corporation.
Edward J. Noha, 70 - Chairman of the Board of CNA Financial Corporation since
1992.
Gloria R. Scott, 59 - President, Bennett College, Greensboro, North Carolina.
Andrew H. Tisch, 48 - Chairman of the Management Committee since 1995. Prior
thereto he had been Chairman of the Board and Chief Executive Officer of
Lorillard, Inc. a wholly owned subsidiary of the Loews Corporation.
James S. Tisch, 45 - President and Chief Operating Officer of the Loews
Corporation since 1994.
Jonathan M. Tisch, 44 - President and Chief Executive Officer of Loews Hotels.
Laurence A. Tisch, 75 - Co-Chairman of the Board and Co-Chief Executive Officer
of the Loews Corporation.
Preston R. Tisch, 71 - Co-Chairman of the Board and Co-Chief Executive Officer
of the Loews Corporation.
Continental Casualty Company
Directors
Dennis H. Chookaszian Chief Executive Officer, Continental Casualty
Company
W. James McGinnitie Chief Financial Officer, Continental Casualty
Company
Philip Engel President, Continental Casualty Company
William H. Sharkey, Jr. Senior Vice President, Continental Casualty
Company
Carol Dubnicki Senior Vice President, Continental Casualty
Company
Jonathan D. Kantor Senior Vice President, Secretary and General
Counsel, Continental Casualty Company
Executive Officers
Dennis H. Chookaszian Chief Executive Officer, Continental Casualty
Company
W. James McGinnitie Chief Financial Officer, Continental Casualty
Company
Philip Engel President, Continental Casualty Company
Jonathan D. Kantor Senior Vice President, Secretary and General
Counsel, Continental Casualty Company
Exhibit B
Agreement Relating to the Filing of Joint Acquisition Statements
Each of the undersigned hereby agrees that the Schedule 13G filed herewith
is filed jointly, pursuant to Rule 13d-l(f) of the Securities and Exchange Act
of 1934, as amended, on behalf of each of the undersigned.
CONTINENTAL CASUALTY COMPANY
/s/ Jonathan D. Kantor
Signature
Jonathan D. Kantor
Senior Vice President, Secretary and General Counsel
CNA FINANCIAL CORPORATION
/s/ Jonathan D. Kantor
Signature
Jonathan D. Kantor
Senior Vice President, Secretary and General Counsel
LOEWS CORPORATION
/s/ Barry L Hirsch
Signature
Barry L. Hirsch
Senior Vice President, Secretary and General Counsel
