<PAGE>
Filed Pursuant To Rule 424(b)(2)
Registration No. 333-33821
SUBJECT TO COMPLETION, DATED JANUARY 2, 1998
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED AUGUST 22, 1997)
$ 00,000,000
CNA FINANCIAL CORPORATION
% NOTES DUE , 20
--------------
Interest on the Notes will be payable semi-annually on and of
each year, commencing , 1998. The Notes will not be redeemable prior to
maturity. See "Description of the Notes."
The Notes will be represented by Global Securities registered in the name of
the nominee of The Depository Trust Company, which will act as the Depositary
(the "Depositary"). Interests in the Global Securities will be shown on, and
transfers thereof will be effected only through, records maintained by the
Depositary and its participants. Except as described herein, Notes in
definitive form will not be issued. Settlement for the Notes will be made in
immediately available funds. The Notes will trade in the Depositary's Same-Day
Funds Settlement System until maturity, and secondary market trading activity
for the Notes will therefore settle in immediately available funds. All
payments of principal and interest will be made by the Company in immediately
available funds. See "Description of the Notes--Same-Day Settlement and
Payment."
SEE "RISK FACTORS" BEGINNING ON PAGE S-13 FOR CERTAIN INFORMATION RELATING
TO AN INVESTMENT IN THE NOTES.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) COMPANY(1)(3)
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note............. % % %
- -------------------------------------------------------------------------------
Total................ $ $ $
- -------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from January , 1998.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including certain liabilities under the Securities Act of
1933, as amended. See "Underwriting."
(3) Before deducting expenses payable by the Company estimated to be $ .
--------------
The Notes are offered by the several Underwriters, subject to prior sale,
when, as and if issued to and accepted by them, subject to approval of certain
legal matters by counsel for the Underwriters. The Underwriters reserve the
right to reject orders in whole or in part. It is expected that delivery of
the Notes will be made through the book-entry facilities at the Depositary on
or about January , 1998 against payment therefor in immediately available
funds.
--------------
MERRILL LYNCH & CO.
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
SALOMON SMITH BARNEY
ABN AMRO CHICAGO CORPORATION
--------------
The date of this Prospectus Supplement is January , 1998.
THIS PRELIMINARY PROSPECTUS SUPPLEMENT AND THE INFORMATION
CONTAINED HEREIN ARE SUBJECT TO COMPLETION, AMENDMENT OR OTHER
CHANGE WITHOUT NOTICE. UNDER NO CIRCUMSTANCES SHALL THIS
PRELIMINARY PROSPECTUS SUPPLEMENT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THE NOTES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION,
QUALIFICATION OR FILING UNDER THE APPLICABLE SECURITIES LAWS OF
ANY SUCH JURISDICTION.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE MARKET PRICE OF THE NOTES
OFFERED HEREBY. SUCH TRANSACTIONS MAY INCLUDE STABILIZING AND THE PURCHASE OF
NOTES TO COVER SHORT POSITIONS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."
FOR NORTH CAROLINA INVESTORS: THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE COMMISSIONER OF INSURANCE FOR THE STATE OF NORTH CAROLINA
(THE "NORTH CAROLINA INSURANCE COMMISSIONER") NOR HAS THE NORTH CAROLINA
INSURANCE COMMISSIONER RULED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS.
THE COMPANY
CNA Financial Corporation (the "Company" or "CNA") is one of the ten largest
insurance groups in the United States with assets of approximately $62.5
billion at September 30, 1997. It ranks as the third largest property/casualty
insurer and the second largest commercial lines insurer in the United States
based on 1996 net written premium. CNA participates in more than 30 different
businesses worldwide, encompassing a broad range of insurance and risk
management products and services. As a multiple-line insurance group, CNA's
insurance product lines include property and casualty insurance; life,
accident and health insurance; and pension products and annuities. On the
service side, CNA offers risk management, information services for insurance
companies, health care management and claims administration. The Company
markets its products and services through multiple distribution channels
including agencies, brokers, general agents and direct sales.
For a description of certain risk factors relating to the Company and its
business, see "Risk Factors" beginning on page S-13.
BACKGROUND
CNA's common stock is traded on the New York Stock Exchange. As of November
1, 1997, Loews Corporation owned approximately 84% of the Company's common
stock.
CNA Financial Corporation was incorporated as a Delaware corporation in 1967
as the parent company of Continental Casualty Company ("CCC," incorporated in
1897), and Continental Assurance Company ("CAC," incorporated in 1911). In
1975, CAC became a wholly-owned subsidiary of CCC. On May 10, 1995, CNA
acquired all the outstanding common stock of The Continental Corporation
("Continental"), whereupon Continental became a wholly owned subsidiary of
CNA. Continental was incorporated in New York in 1968 as an insurance holding
company. Its principal subsidiary, The Continental Insurance Company ("CIC"),
was organized in 1853.
CNA's principal business is insurance. CNA's property and casualty insurance
operations are conducted by CCC and its property and casualty insurance
affiliates, and CIC and its property and casualty insurance affiliates. CNA's
life insurance operations are conducted principally by CAC and Valley Forge
Life Insurance Company. Their principal market for insurance products is the
United States.
BUSINESS STRATEGY
CNA has a customer-focused strategy supported by a diverse product line and
an extensive distribution system. The Company uses the knowledge and expertise
resident both within its organization and with its strategic business partners
as the foundation for its broad range of insurance products and services.
Market-driven strategies are executed by the Company's operating departments,
each focused on a specific market or set of customer needs. In the aggregate,
the operating departments leverage the organization's resources, facilitating
the sharing of knowledge and generating efficiencies in operations.
S-2
<PAGE>
Overall, the Company's focus is on the creation of long-term enterprise
value through a combination of financial strength, business acumen and
industry expertise. This approach has enabled CNA to achieve leadership
positions in many of the markets it serves. Based on 1996 premium volume among
United States insurers, CNA ranks: first in commercial auto, commercial
affiliation marketing, commercial multiple peril, personal packages, surety,
and ocean marine; second in commercial lines, general liability, medical
malpractice, federal employees health benefit plans, multiple peril crop,
offshore energy, and accounts receivable credit; third in automobile warranty,
directors and officers, farmowners multiple peril, recreational watercraft,
and workers' compensation; and fifth in reinsurance in the United States. In
addition, CNA ranks among the top three insurers for various errors and
omissions coverages for architects and engineers, accountants, lawyers and
other professionals.
The Company believes its growth opportunities lie not only in the expansion
of its existing business, but also in new business development. Specifically,
it is evaluating opportunities for outsourcing, exploring additional strategic
alliances to access new markets and developing new insurance products and
services.
USE OF PROCEEDS
The net proceeds from the sale of the Notes will be used to refinance
existing debt, including a portion of the borrowings outstanding under the
Company's revolving credit facility and commercial paper program. As of
December 1, 1997, the outstanding loans under the revolving credit facility
were $400 million and outstanding commercial paper totaled $675 million. The
weighted-average interest rate (interest, facility fees and the effect of
interest rate swaps) on these loans at December 1, 1997 was 6.31%. The
revolving credit facility matures in May 2001. The commercial paper borrowings
are classified as long-term because $675 million of the committed revolving
credit facility supports the commercial paper program. There was no unused
borrowing capacity under the revolving credit facility after giving effect to
its support of the commercial paper program.
S-3
<PAGE>
CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Company as of September 30, 1997 and as adjusted to reflect the sale of the
Notes and the application of the net proceeds therefrom. The following
information should be read in conjunction with the consolidated financial
statements and related notes contained in the Company's Annual Report on Form
10-K for the year ended December 31, 1996, as amended, and the Company's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30,
1997 and September 30, 1997, which are incorporated herein by reference. See
"Incorporation of Certain Documents by Reference" in the accompanying
Prospectus.
<TABLE>
<CAPTION>
SEPTEMBER 30,
1997
-----------------
AS
ACTUAL ADJUSTED
------- --------
(IN MILLIONS)
<S> <C> <C>
Long-Term Debt:
Variable Rate Debt:
Revolving credit facility................................ $ 400 $
Commercial paper......................................... 675
Revolving credit facility--CNA Surety(1)................. 105 105
Senior Notes:
8 1/4%, due April 15, 1999............................... 101 101
7 1/4%, due March 1, 2003................................ 146 146
6 1/4%, due November 15, 2003............................ 249 249
6 3/4%, due November 15, 2006............................ 248 248
8 3/8%, due August 15, 2012.............................. 98 98
The Notes................................................ --
7 1/4% Debentures, due November 15, 2023................... 247 247
11% Secured Mortgage Notes, due June 20, 2013.............. 388 388
6.90%--16.29% Secured Capital Leases, due December 31,
2011...................................................... 46 46
Other...................................................... 18 18
------- -------
Total Long-Term Debt................................... 2,721 2,721
Short-Term Debt:
8 7/8% Senior Notes, due March 1, 1998(2).................. 150 150
------- -------
Total Debt............................................. 2,871 2,871
------- -------
Stockholders' Equity:
Preferred Stock:
Authorized 12,500,000 shares; issued and outstanding
1,500 shares............................................ 150 150
Common Stock:
Authorized 200,000,000 shares; issued 61,841,969 shares;
outstanding 61,798,262 shares........................... 155 155
Additional paid-in capital................................. 435 435
Retained earnings.......................................... 6,706 6,706
Net unrealized investment gains............................ 474 474
Treasury Stock, at cost.................................... (3) (3)
------- -------
Total Stockholders' Equity............................. 7,917 7,917
------- -------
Total Capitalization................................... $10,788 $10,788
======= =======
</TABLE>
- --------
(1) CNA owns approximately 62% of the outstanding shares of CNA Surety on a
fully diluted basis.
(2) The Company presently intends to incur other indebtedness to repay this
indebtedness at or near its maturity, subject to market conditions.
S-4
<PAGE>
SELECTED CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following selected condensed consolidated financial information of the
Company is derived from and should be read in conjunction with the more detailed
information and financial statements included in the Company's Annual Reports on
Form 10-K for the years ended December 31, 1996, as amended, December 31, 1995,
December 31, 1994, December 31, 1993 and December 31, 1992, as amended, and the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1997. The data for the nine months ended September 30, 1997 and 1996 are
unaudited but, in the opinion of management, include all adjustments, consisting
only of normal recurring adjustments, necessary for a fair presentation of the
interim information. The interim results of operations are not necessarily
indicative of the results for a full year.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
---------------- -------------------------------------------
1997 1996 1996 1995(A) 1994 1993 1992
------- ------- ------- ------- ------- ------- -------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS AND RATIOS)
<S> <C> <C> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS:
Revenues................ $12,684 $12,666 $16,988 $14,700 $11,000 $11,011 $10,793
======= ======= ======= ======= ======= ======= =======
Income (loss) before
income tax............. $ 963 $ 1,072 $ 1,345 $ 1,042 $ (134) $ 93 $(1,375)
======= ======= ======= ======= ======= ======= =======
Net income (loss)
excluding net realized
investment gains
(losses) and accounting
changes................ $ 383 $ 458 $ 578 $ 463 $ 187 $ (252) $ (898)
Net realized investment
gains (losses)......... 304 312 387 294 (150) 519 235
Accounting changes...... -- -- -- -- -- -- 332
------- ------- ------- ------- ------- ------- -------
Net income (loss)....... $ 687 $ 770 $ 965 $ 757 $ 37 $ 267 $ (331)
======= ======= ======= ======= ======= ======= =======
Earnings per share:
Net income (loss)
excluding net realized
investment gains
(losses) and
accounting changes.... $ 6.12 $ 7.33 $ 9.25 $ 7.37 $ 2.94 $ (4.14) $(14.60)
Net realized investment
gains (losses)........ 4.92 5.05 6.26 4.77 (2.43) 8.40 3.81
Accounting changes..... -- -- -- -- -- -- 5.37
------- ------- ------- ------- ------- ------- -------
Net income (loss)...... $ 11.04 $ 12.38 $ 15.51 $ 12.14 $ 0.51 $ 4.26 $ (5.42)
======= ======= ======= ======= ======= ======= =======
Ratios:
Earnings to fixed
charges(b)............ 6.4 6.9 6.8 5.6 (c) 2.7 (d)
Earnings to fixed
charges and preferred
dividends(e).......... 6.2 6.7 6.5 5.4 (f) 2.6 (g)
Net income, as
adjusted, to fixed
charges and preferred
dividends(h).......... 6.9 7.5 7.4 6.1 1.6 8.6 (g)
<CAPTION>
AT SEPTEMBER 30, AT DECEMBER 31,
---------------- -------------------------------------------
1997 1996 1996 1995 1994 1993 1992
------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets............ $62,489 $60,795 $60,300 $60,360 $44,320 $41,912 $39,744
Short-term debt......... 150 -- -- 258 2 2 2
Long-term debt.......... 2,721 2,774 2,765 2,768 912 913 413
Stockholders' equity.... 7,917 6,711 7,060 6,735 4,546 5,381 4,789
Book value per share.... 125.69 106.17 111.81 106.56 71.13 84.65 75.07
Shares outstanding (in
millions of shares).... 61.8 61.8 61.8 61.8 61.8 61.8 61.8
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
---------------- -------------------------------------------
1997 1996 1996 1995 1994 1993 1992
------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
BUSINESS SEGMENT DATA:
Net income (loss)
excluding net realized
investment gains
(losses) and accounting
changes:
Property/casualty-
commercial............ $ 230 $ 516 $ 585 $ 431 $ 169 $ (242) $ (766)
Property/casualty-
personal.............. 57 (9) (5) 22 (42) 13 (9)
Property/casualty-
involuntary risks..... 98 (44) (4) 4 21 (38) (154)
Life-individual........ 32 33 66 43 30 10 14
Life-group............. 39 45 44 61 57 34 37
Interest, other and
intercompany
eliminations.......... (73) (83) (108) (98) (48) (29) (21)
------- ------- ------- ------- ------- ------- -------
$ 383 $ 458 $ 578 $ 463 $ 187 $ (252) $ (898)
======= ======= ======= ======= ======= ======= =======
</TABLE>
S- 5
<PAGE>
- --------
(a) Includes the results of Continental from May 10, 1995, as a result of a
merger consummated on May 10, 1995.
(b) For purposes of computing this ratio, earnings consist of income before
income taxes and cumulative effect of accounting changes plus fixed
charges of consolidated companies. Fixed charges consist of interest and
that portion of operating lease rental expense which is deemed to be an
interest factor for such rentals.
(c) Earnings were insufficient to cover fixed charges in the year ended
December 31, 1994, by $134 million due to capital losses of $246 million
which exceeded operating income of $101 million.
(d) Earnings were insufficient to cover fixed charges in the year ended
December 31, 1992, by $1,375 million. This deficit reflected a $1,500
million increase in claim reserves by CCC with respect to its exposure to
asbestos-related bodily injury cases, resulting in an after-tax charge of
$990 million against the Company's net income.
(e) For purposes of computing this ratio, net income has been adjusted to
include fixed charges of consolidated companies. Fixed charges consist of
interest and that portion of operating lease rental expense which is
deemed to be an interest factor for such rentals and preferred stock
dividends that were increased to reflect pretax amounts which would be
required to meet such dividend payments.
(f) Earnings, as adjusted for interest expense and interest element of
operating leases, were insufficient to cover fixed charges in the year
ended December 31, 1994, by $39 million due to capital losses of $246
million which exceeded operating income of $101 million.
(g) Earnings and net income, as adjusted for interest expense and interest
element of operating leases, were insufficient to cover fixed charges and
preferred dividend requirements in the year ended December 31, 1992, by
$1,378 million and $333 million, respectively. This deficit reflected a
$1,500 million increase in claim reserves by CCC with respect to its
potential exposure to asbestos-related bodily injury cases, resulting in
an after-tax charge of $990 million against the Company's net income for
the year ended December 31, 1992.
(h) For purposes of computing this ratio, net income has been adjusted to
include fixed charges of consolidated companies after tax. Fixed charges
consist of interest and that portion of operating lease rental expense
which is deemed to be an interest factor for such rentals.
S-6
<PAGE>
BUSINESS
PROPERTY/CASUALTY BUSINESS
CNA's property/casualty operations market commercial and personal lines of
property/casualty insurance primarily through independent agents and brokers.
Commercial lines customers include large national corporations, small and
medium-sized businesses, groups and associations and professionals. Coverages
are written primarily through traditional insurance contracts under which risk
is transferred to the insurer. Many large commercial account policies are
written under retrospectively-rated contracts which are experience-rated.
Premiums for such contracts may be adjusted, subject to limitations set by
contract, based on loss experience of the insureds. Other experience-rated
policies include provisions for dividends based on loss experience. Experience-
rated contracts reduce but generally do not eliminate risk to the insurer.
Commercial business includes such lines as workers' compensation, general
liability and commercial automobile, professional and specialty, multiple
peril and accident and health coverages as well as reinsurance. Professional
and specialty coverages include liability coverage for architects and
engineers, lawyers, accountants, medical and dental professionals; directors
and officers liability; and other specialized coverages. The major components
of CNA's commercial business are professional and specialty coverages, general
liability and commercial automobile and workers' compensation which accounted
for 18%, 17% and 17%, respectively, of 1996 property/casualty premiums earned.
The property/casualty group markets personal lines of insurance, primarily
automobile and homeowners' coverages sold to individuals under monoline and
package policies.
CNA is required by the various states in which it does business to provide
coverage for risks that would not otherwise be considered under CNA's
underwriting standards. CNA's share of involuntary risks is mandatory and
generally a function of its share of the voluntary market by line of insurance
in each state. Property/casualty involuntary risks include mandatory
participation in residual markets, statutory assessments for insolvencies of
other insurers and other charges.
CNA also provides loss control, policy administration and claim
administration services under service contracts for fees. Such services are
provided primarily in the workers' compensation market, where retention of
more risk by the employer through self-insurance or high-deductible programs
has become increasingly prevalent.
Property/Casualty Operations--Three and Nine Months Ended September 30, 1997
and 1996
<TABLE>
<CAPTION>
PROPERTY/CASUALTY GROUP
------------------------------
PERIOD ENDED SEPTEMBER 30,
------------------------------
THIRD QUARTER NINE MONTHS
-------------- --------------
1997 1996 1997 1996
------ ------ ------ ------
(IN MILLIONS OF DOLLARS)
<S> <C> <C> <C> <C>
OPERATING SUMMARY (EXCLUDING NET REALIZED
INVESTMENT GAINS/LOSSES)
Revenues:
Premiums..................................... $2,489 $2,593 $7,489 $7,579
Net investment income........................ 432 445 1,343 1,384
Other........................................ 173 137 448 379
------ ------ ------ ------
3,094 3,175 9,280 9,342
Benefits and expenses.......................... 2,936 2,979 8,781 8,740
------ ------ ------ ------
Income before income tax..................... 158 196 499 602
Income tax expense............................. (37) (31) (114) (139)
------ ------ ------ ------
Net operating income (excluding net realized
investment gains/losses).................... $ 121 $ 165 $ 385 $ 463
====== ====== ====== ======
</TABLE>
S-7
<PAGE>
Property/casualty revenues, excluding net realized investment gains/losses,
decreased $62 million for the nine months ended September 30, 1997, when
compared to the same period in 1996. Property/casualty earned premium
decreased $90 million from the prior year's comparable period. The decrease in
earned premium is due primarily to a reduction in premium in the involuntary
risk business, primarily workers' compensation, of $285 million and $70
million for the nine and three months ended September 30, 1997, respectively,
compared to the same periods in 1996. These reductions are as a result of
improved loss experience in the involuntary risk business.
Property/casualty pretax operating income before realized gains reflects a
decrease of $103 million for the nine months ended September 30, 1997 compared
to the same period in 1996. The decrease in pretax operating income stems from
an increase in underwriting losses as well as a decline in investment income.
This decrease was mitigated in part by lower operating expenses and favorable
catastrophe loss experience. Pre-tax catastrophe losses of approximately $79
million for the nine months ended September 30, 1997 compared to $280 million
for the respective period in 1996. Underwriting losses for the nine and three
months ended September 30, 1997, were $844 million and $273 million, compared
to $783 million and $249 million for the same periods in 1996. The Generally
Accepted Accounting Principles ("GAAP") combined ratio for the nine months
ended September 30, 1997 was 108.9% as compared to 108.6% for the comparable
period in 1996. GAAP expense ratios were 29.9% and 31.0% for the nine month
periods ended September 30, 1997 and September 30, 1996, respectively. There
was profitability improvement in the personal insurance lines, both in the
private passenger and homeowner lines. However, continued competitive
pressures on virtually all other segments of the insurance market,
particularly in the commercial insurance market, resulted in continued
deterioration of the loss ratio.
CNA, consistent with sound insurance reserving practices, regularly adjusts
its reserve estimates in subsequent reporting periods as new facts and
circumstances emerge that indicate the previous estimates need to be modified.
These adjustments, referred to as "reserve development," are inevitable given
the complexities of the reserving process and are recorded in the statement of
operations in the period the need for the adjustments becomes apparent.
Loss and loss adjustment expense reserve development for the nine months
ended September 30, 1997 and 1996 was favorable and aggregated $297 million
and $142 million, respectively (including the effects of unfavorable reserve
development for asbestos related claims--See "Risk Factors--Environmental
Pollution and Asbestos-Related Claims"). Favorable loss reserve development
was partially offset by unfavorable premium development, which aggregated $165
million and $21 million for the nine months ended September 30, 1997 and 1996,
respectively. Loss reserve development for the nine months ended September 30,
1997 reflects continued favorable claim frequency (rate of claim occurrence)
and severity (average cost per claim) experience, principally in the workers'
compensation line of business as well as favorable experience in the surety
line of business. In addition, involuntary risk exposures have developed to be
less than previously anticipated, which reduced both premium and losses
associated with the residual market pool participation, principally for
workers' compensation. These trends are consistent with the positive changes
in workers' compensation laws, moderate increases in medical costs and a
generally strong economy in which individuals return to the workplace more
quickly.
Pretax operating income, excluding net realized investment gains/losses, for
the property/casualty insurance subsidiaries was $499 million and $158 million
for the nine months and three months ended September 30, 1997, compared to
$602 million and $196 million for the same periods in 1996. Investment income
decreased 3.0% and 2.9% for the nine and three months ended September 30,
1997, to $1,343 million and $432 million, respectively, when compared with the
comparable periods in 1996 of $1,384 million and $445 million, respectively.
The decrease reflects reduced operating cash flow available for investment and
a movement to lower market yields. The fixed maturities segment of the
investment portfolio yielded 6.3% in the nine months ended September 30, 1997
as compared to 6.6% for the nine months ended September 30, 1996.
The net income of CNA's property/casualty insurance subsidiaries, excluding
net realized investment gains/losses, was $385 and $121 million for the nine
and three months ended September 30, 1997, compared to $463 million and $165
million for the same periods in 1996. Net realized investment gains for the
nine and three
S-8
<PAGE>
months ended September 30, 1997 were $221 million and $126 million, compared to
$232 million and $52 million in the comparable periods in 1996.
LIFE BUSINESS
CNA's life insurance operations market individual and group insurance
products primarily through licensed agents, most of whom are independent
contractors, who sell life and/or group insurance for CNA and for other
companies on a commission basis.
The individual insurance products consist primarily of term, universal life,
participating policies and annuity products. Products developed in 1996
included a portfolio of variable products and new universal life products which
were introduced to the market in 1997. Group insurance products include life,
accident and health consisting primarily of major medical and hospitalization,
and pension products, such as guaranteed investment contracts and annuities. In
the medical and hospitalization market, CNA underwrites the Federal Employees
Health Benefits Program ("FEHBP") which had revenues of $2.1 billion, $1.9
billion and $1.8 billion in 1996, 1995 and 1994. CNA has undertaken a number of
initiatives to enhance service, manage health care utilization and quality, and
strengthen CNA's networks of physicians, hospitals and other providers.
CNA's products are designed and priced using assumptions management believes
to be reasonably conservative for mortality, morbidity, persistency, expense
levels and investment results. Underwriting practices that management believes
are prudent are followed in selecting the risks that will be insured. Further,
actual experience related to pricing assumptions is monitored closely so that
prospective adjustments to these assumptions may be implemented as necessary.
CNA mitigates the risk related to persistency by including contractual
surrender charge provisions in its ordinary life and annuity policies in the
first five to ten years, thus providing for the recovery of acquisition
expenses. The investment portfolios supporting interest sensitive products,
including universal life and individual annuities, are managed separately to
minimize surrender and interest rate risk.
Profitability in the health insurance business continues to be impacted by
intense competition and rising medical costs. CNA has aggressively pursued
expense reduction through increases in automation and other productivity
improvements. Further, increasing costs of health care have resulted in a
continued market shift away from traditional forms of health coverage toward
managed care products and experience-rated plans. CNA's ability to compete in
this market will be increasingly dependent on its ability to control costs
through managed care techniques, innovation and quality customer-focused
service in order to properly position CNA in the evolving health care
environment.
Life Operations--Three and Nine Months Ended September 30, 1997 and 1996
<TABLE>
<CAPTION>
LIFE GROUP
------------------------------
PERIOD ENDED SEPTEMBER 30,
------------------------------
THIRD QUARTER NINE MONTHS
-------------- --------------
1997 1996 1997 1996
------ ------ ------ ------
(IN MILLIONS OF DOLLARS)
<S> <C> <C> <C> <C>
OPERATING SUMMARY
(EXCLUDING NET REALIZED
INVESTMENT GAINS/LOSSES)
Revenues:
Premiums................ $ 847 $ 849 $2,544 $2,488
Net investment income... 102 99 306 295
Other................... 33 32 89 75
------ ------ ------ ------
982 980 2,939 2,858
Benefits and expenses..... 943 945 2,827 2,737
------ ------ ------ ------
Income before income
tax.................... 39 35 112 121
Income tax expense........ (15) (12) (41) (43)
------ ------ ------ ------
Net operating income
(excluding net realized
investment gains/losses)$ 24 $ 23 $ 71 $ 78
====== ====== ====== ======
</TABLE>
S-9
<PAGE>
Life revenues, excluding net realized investment gains, were approximately
$2.9 billion, up 2.8% for the nine months ended September 30, 1997 compared to
the same period in 1996. Life premium revenues increased approximately 2.3%
for the nine months ended September 30, 1997 when compared to the nine months
ended September 30, 1996. Individual life operations premiums increased
approximately $45 million due to the continued growth in sales and renewal
premiums in the Viaterm life product. Group life operations premiums increased
approximately $80 million with increases in FEHBP, group medical and specialty
risks. The increase in premiums for these products is offset primarily by a
drop in group reinsurance premium. Investment income for the nine months ended
September 30, 1997 was $306 million as compared to $295 million for the same
period in 1996. This increase can be mainly attributed to a larger asset base
generated from increased operating cash flows. The fixed maturities segment of
the life investment portfolio, which is the primary investment segment,
yielded 6.3% in the nine months of 1997 compared with 6.7% for the same period
in 1996.
Life premiums declined approximately $2 million for the third quarter of
1997 when compared to the third quarter of 1996. The primary reasons for this
decline are a decrease in annuity business and group reinsurance business
offset in part by increases in Viaterm and Disability and Accident premium.
Pretax operating income for the life insurance subsidiaries, excluding net
realized investment gains/losses, was $112 million and $39 million for the
nine and three months ended September 30, 1997, compared to $121 million and
$35 million for the same periods in 1996.
CNA's life insurance subsidiaries' net operating income, excluding net
realized investment gains/losses, was $71 million and $24 million for the nine
and three months ended September 30, 1997, compared to $78 million and $23
million for the same periods in 1996. Net realized investment gains for the
nine and three months ended September 30, 1997 were $73 million and $29
million, compared to $79 million and $22 million for the same periods of 1996.
INVESTMENTS
Summary of General Account Investments at Market Value
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, 1997
----------------------------
CHANGE IN
SEPTEMBER 30, DECEMBER 31, NET UNREALIZED REALIZED
1997 1996 GAINS(LOSSES) GAINS(LOSSES)
------------- ------------ -------------- -------------
(IN MILLIONS OF DOLLARS)
<S> <C> <C> <C> <C>
Fixed maturity
securities:
U. S. Treasury
securities and
obligations of
government agencies.. $12,046 $ 9,835 $ 59 $ 103
Asset-backed
securities........... 4,763 6,292 69 26
Tax exempt securities. 4,831 4,951 52 18
Taxable securities.... 6,529 6,643 24 102
------- ------- ----- -----
Total fixed maturity
securities......... 28,169 27,721 204 249
Stocks.................. 863 859 1 57
Short-term investments
and other.............. 7,848 6,830 40 120*
Derivative security
investments............ 3 2 -- 2
------- ------- ----- -----
Total investments... $36,883 $35,412 245 428
======= =======
Separate accounts and
other.................. 35 47
Participating
policyholders'
interest............... -- (8)
Income tax expense...... (105) (163)
----- -----
Net investment
gains.............. $ 175 $ 304
===== =====
</TABLE>
- --------
* Includes a realized investment gain of approximately $89 million on the
merger of CNA Surety Corporation and Capsure Holdings Corp.
S-10
<PAGE>
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
(IN MILLIONS OF DOLLARS)
<S> <C> <C>
Short-term investments:
Commercial paper................................... $2,446 $3,207
Money markets...................................... 1,528 746
Escrow............................................. 1,099 1,062
Security repurchase collateral..................... 1,185 101
Other.............................................. 586 738
------ ------
Total short-term investments .................... $6,844 $5,854
====== ======
</TABLE>
CNA's general account investment portfolio is managed to maximize after-tax
investment return, while minimizing credit risks, with investments
concentrated in high quality securities to support its insurance operations.
CNA has the capacity to hold its fixed maturity portfolio to maturity.
However, securities may be sold as part of CNA's asset/liability strategies or
to take advantage of investment opportunities generated by changing interest
rates, prepayments, tax and credit considerations, or other similar factors.
Accordingly, the fixed maturity securities are classified as available for
sale.
CNA has a securities lending program where securities are loaned to third
parties, primarily major brokerage firms. Borrowers of these securities must
deposit 100% of the fair value of the securities if the collateral is cash, or
102% if the collateral is securities. Cash deposits from these transactions
are invested in short-term investments (primarily commercial paper). CNA
continues to receive the interest on loaned debt securities, as beneficial
owner, and accordingly, loaned debt securities are included within fixed
maturity securities. The liabilities for securities sold subject to repurchase
agreements are recorded at their contractual repurchase amounts.
On December 30, 1993, CNA deposited $987 million in an escrow account,
pursuant to the Fibreboard Global Settlement Agreement, as discussed in "Risk
Factors." The funds are included in short-term investments and are invested
mainly in U.S. Treasury securities. The escrow account at September 30, 1997
amounted to $1,100 million as compared to $1,071 million at year end 1996.
At September 30, 1997, 47% of the general account's fixed maturity
securities portfolio was invested in U.S. Government securities, 30% in other
AAA rated securities and 12% in AA and A rated securities. CNA's guaranteed
investment portfolio includes fixed maturity securities which, at September
30, 1997, were comprised of 2% in U.S. Government securities, 61% in other AAA
rated securities and 13% in AA and A rated securities. These ratings are
primarily from Standard & Poor's.
The general account portfolio consists primarily of high quality (BBB or
higher) marketable fixed maturity securities, approximately 94% of which were
rated as investment grade at September 30, 1997. At September 30, 1997, tax-
exempt securities and short-term investments, excluding collateral for
securities sold under repurchase agreements, comprised approximately 13% and
15%, respectively, of the general account's total investment portfolio
compared to 14% and 16%, respectively, at December 31, 1996. Historically, CNA
has maintained short-term assets at a level that provided for liquidity to
meet its short-term obligations, as well as reasonable contingencies and
anticipated claim payout patterns. At September 30, 1997, the major components
of the short-term investment portfolio consisted primarily of high-grade
commercial paper and U.S. Treasury bills. Collateral for securities sold under
repurchase agreements increased $1,084 million from December 31, 1996 to
$1,185 million at September 30, 1997.
As of September 30, 1997, the market value of CNA's general account
investments in fixed maturities was $28.2 billion and was greater than
amortized cost by approximately $385 million. This compares to a market
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<PAGE>
value of $27.7 billion and $181 million of net unrealized investment gains at
December 31, 1996. The gross unrealized investment gains and losses for the
fixed maturity securities portfolio at September 30, 1997 were $508 million and
$123 million, respectively, compared to $444 million and $263 million,
respectively, at December 31, 1996. The increase in unrealized investment gains
is attributable, in large part, to decreases in interest rates which have a
positive effect on bond values.
Net unrealized investment gains on general account fixed maturities at
September 30, 1997 included net unrealized losses on high yield securities of
$25 million, compared to net unrealized gains of $41 million at December 31,
1996. High yield securities are bonds rated as below investment grade by bond
rating agencies, plus private placements and other unrated securities which, in
the opinion of management, are below investment grade. Fair values of high
yield securities in the general account were $1.79 billion at September 30,
1997 as compared to $2.02 billion at December 31, 1996.
At September 30, 1997, total Separate Account cash and investments amounted
to $5.9 billion with taxable fixed maturity securities representing
approximately 83% of the Separate Accounts' portfolio. Approximately 75% of
Separate Account investments are used to fund guaranteed investments for which
CAC guarantees principal and a specified return to the contractholders. The
duration of fixed maturity securities included in the guaranteed investment
portfolio are matched approximately with the corresponding payout pattern of
the guaranteed investment contracts. The fair value of all fixed maturity
securities in the guaranteed investment portfolio was $4.0 billion at September
30, 1997 compared to $3.8 billion at December 31, 1996. At September 30, 1997,
fair value was greater than the amortized cost by approximately $43 million.
This compares to an unrealized loss of $1 million at December 31, 1996. The
gross unrealized investment gains and losses for the guaranteed investment
fixed maturity securities portfolio at September 30, 1997 were $66 million and
$23 million, respectively. The gross unrealized investment gains and losses for
the guaranteed investment fixed maturity securities portfolio at December 31,
1996 were $55 million and $56 million, respectively.
Carrying values of high yield securities in the guaranteed investment
portfolio were $543 million and approximated market value at September 30, 1997
as compared to a carrying value of $472 million at December 31, 1996. Net
unrealized investment losses on such high yield securities were $6 million at
December 31, 1996.
High yield securities (below BBB) generally involve a greater degree of risk
than that of investment grade securities. Expected returns should, however,
compensate for the added risk. The risk is also considered in the interest rate
assumptions in the underlying insurance products. As of September 30, 1997,
CNA's investment in high yield bonds, including Separate Accounts, was
approximately 4% of total assets. In addition, CNA's investment in mortgage
loans and investment real estate are substantially below the industry average,
representing less than one quarter of one percent of its total assets.
Included in CNA's fixed maturity securities at September 30, 1997 (general
and guaranteed investment portfolios) were $7.3 billion of asset-backed
securities, consisting of approximately 54% in collateralized mortgage
obligations ("CMOs"), 9% in corporate asset-backed obligations, and 37% in U.S.
Government issued pass-through certificates. The majority of CMOs held are U.S.
Government agency issues, which are actively traded in liquid markets and are
priced monthly by broker-dealers. At September 30, 1997, the fair value of
asset-backed securities was more than amortized cost by approximately $91
million compared to net unrealized investment losses of $5 million at December
31, 1996. CNA limits the risks associated with interest rate fluctuations and
prepayment by concentrating its CMO investments in early planned amortization
classes with relatively short principal repayment windows.
CNA, its subsidiaries and Separate Accounts, invest from time to time in
certain derivative financial instruments to increase investment returns and to
reduce the impact of changes in interest rates on certain corporate borrowings.
Financial instruments used for such purposes include interest rate swaps, put
and call options, commitments to purchase securities, futures and forwards.
Derivative securities, other than swaps associated with certain corporate
borrowings, are marked-to-market and valuation changes are reported as
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<PAGE>
realized investment gains and losses. Valuation changes for swaps associated
with certain corporate borrowings are not recognized because such swaps are
considered hedges. Management believes CNA's investment in, and risk in
relation to, derivative securities are not significant.
The fair values associated with these instruments are generally affected by
changes in interest rates and the stock market. The credit exposure associated
with these instruments is generally limited to the unrealized fair value of
the instruments and will vary based on changes in market prices. The risk of
default depends on the creditworthiness of the counterparty to the instrument.
The fair value of derivatives generally reflects the estimated amounts that
CNA would receive or pay upon termination of the contracts at the reporting
date. Dealer quotes are available for substantially all of CNA's derivatives.
For securities not actively traded, fair values are estimated using values
obtained from independent pricing services, costs to settle or quoted market
prices of comparable instruments.
One Separate Account product is an indexed group annuity contract for
institutional investors which guarantees the S&P 500 rate of return plus an
annual return of 25 basis points. Deposits are taken for a 3 year period with
no payout until the end of the period. CNA hedges the contract liability by
purchasing S&P 500 futures contracts in a notional amount equal to the
original deposit and investing the remaining cash in a variety of investment
strategies. The futures contracts are rolled quarterly, and the number of
contracts is adjusted periodically to approximate the future liability to the
customer. As of September 30, 1997, CNA held 1,303 S&P 500 futures contracts
with a notional value of $622 million. This position hedged a liability to
depositors in a nearly equal amount.
FORWARD LOOKING STATEMENTS
When included in this Prospectus Supplement and the accompanying Prospectus,
the words "expects," "intends," "anticipates," "estimates," and analogous
expressions are intended to identify forward-looking statements. Such
statements inherently are subject to a variety of risks and uncertainties that
could cause actual results to differ materially from those projected. Such
risks and uncertainties include, among others, general economic and business
conditions, competition, changes in financial markets (credit, currency,
commodities and stocks), changes in foreign, political, social and economic
conditions, regulatory initiatives and compliance with governmental
regulations, judicial decisions and rulings, and various other matters, many
of which are beyond the Company's control. These forward-looking statements
speak only as of the date of this Prospectus Supplement. The Company expressly
disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statement contained in this Prospectus
Supplement or the accompanying Prospectus to reflect any change in the
Company's expectations with regard thereto or any change in events, conditions
or circumstances on which any statement is based.
RISK FACTORS
ENVIRONMENTAL POLLUTION AND ASBESTOS-RELATED CLAIMS
The CNA property/casualty insurance companies have potential exposures
related to environmental pollution and asbestos-related claims.
Environmental pollution clean-up is the subject of both federal and state
regulation. By some estimates, there are thousands of potential waste sites
subject to clean-up. The insurance industry is involved in extensive
litigation regarding coverage issues. Judicial interpretations in many cases
have expanded the scope of coverage and liability beyond the original intent
of the policies.
S-13
<PAGE>
The Comprehensive Environmental Response Compensation and Liability Act of
1980 ("Superfund") and comparable state statutes ("mini-Superfund") govern the
clean-up and restoration of abandoned toxic waste sites and formalize the
concept of legal liability for clean-up and restoration by "Potentially
Responsible Parties" ("PRP's"). Superfund and the mini-Superfunds
(Environmental Clean-up Laws or "ECLs") establish a mechanism to pay for clean-
up of waste sites if PRP's fail to do so, and to assign liability to PRP's. The
extent of liability to be allocated to a PRP is dependent on a variety of
factors. Further, the number of waste sites subject to clean-up is unknown. To
date, approximately 1,300 clean-up sites have been identified by the
Environmental Protection Agency on its National Priorities List. On the other
hand, the Congressional Budget Office is estimating that there will be 4,500
National Priority List sites, and other estimates project as many as 30,000
sites that will require clean-up under ECLs. Very few sites have been subject
to clean-up to date. The extent of clean-up necessary and the assignment of
liability has not been established.
CNA and the insurance industry are disputing coverage for many such claims.
Key coverage issues include whether Superfund response costs are considered
damages under the policies, trigger of coverage, applicability of pollution
exclusions, the potential for joint and several liability and definition of an
occurrence. Similar coverage issues exist for clean-up of waste sites not
covered under Superfund. To date, courts have been inconsistent in their
rulings on these issues.
A number of proposals to reform Superfund have been made by various parties.
Despite Superfund taxing authority expiring at the end of 1995, no reforms have
yet been enacted by Congress. While the current Congress may address this
issue, no predictions can be made as to what legislation, if any, will result.
If there is legislation, and in some circumstances even if there is no
legislation, the federal role in environmental clean-up may be materially
reduced in favor of state action. Substantial changes in the federal statute or
the activity of the EPA may cause states to reconsider their environmental
clean-up statutes and regulations. There can be no meaningful prediction of the
pattern of regulation that would result.
Due to the inherent uncertainties described above, including the
inconsistency of court decisions, the number of waste sites subject to clean-
up, and the standards for clean-up and liability, the ultimate exposure to CNA
for environmental pollution claims cannot be meaningfully quantified.
Claim and claim expense reserves represent management's estimates of ultimate
liabilities based on currently available facts and case law. However, in
addition to the uncertainties previously discussed, additional issues related
to, among other things, specific policy provisions, multiple insurers and
allocation of liability among insurers, consequences of conduct by the insured,
missing policies and proof of coverage make quantification of liabilities
exceptionally difficult and subject to adjustment based on new data. As of
September 30, 1997 and December 31, 1996, CNA carried approximately $824
million and $908 million, respectively, of claim and claim expense reserves,
net of reinsurance recoverables, for reported and unreported environmental
pollution claims. The reserves relate to claims for accident years 1988 and
prior, which coincides with CNA's adoption of the Simplified Commercial General
Liability coverage form which included an absolute pollution exclusion. There
was no unfavorable reserve development for the nine months ended September 30,
1997 and 1996.
CNA has exposure to asbestos-related claims, including those attributable to
the Fibreboard claim. A detailed discussion of CNA's litigation with Fibreboard
Corporation regarding asbestos-related bodily injury claims is discussed
immediately below the following table. Estimation of asbestos-related claim
reserves encounters many of the same limitations discussed above for
environmental pollution claims, such as inconsistency of court decisions,
specific policy provisions, multiple insurers and allocation of liability among
insurers, missing policies and proof of coverage. As of September 30, 1997 and
December 31, 1996, CNA carried approximately $1,415 million and $1,506 million,
respectively, of claim and claim expense reserves, net of reinsurance
recoverables, for reported and unreported asbestos-related claims. Unfavorable
reserve development for the nine months ended September 30, 1997 and 1996,
totaled $40 million and $38 million, respectively.
S-14
<PAGE>
The following table provides additional data related to CNA's environmental
pollution and asbestos-related claim and claim expense reserves.
Reserve Summary
<TABLE>
<CAPTION>
SEPTEMBER 30, 1997 DECEMBER 31, 1996
---------------------- ----------------------
ENVIRONMENTAL ENVIRONMENTAL
POLLUTION ASBESTOS POLLUTION ASBESTOS
------------- -------- ------------- --------
(IN MILLIONS OF DOLLARS)
<S> <C> <C> <C> <C>
Gross reserves:
Reported claims................. $288 $1,431 $ 289 $1,551
Unreported claims............... 577 101 714 94
---- ------ ------ ------
865 1,532 1,003 1,645
Less reinsurance recoverables..... (41) (117) (95) (139)
---- ------ ------ ------
Net reserves.................. $824 $1,415 $ 908 $1,506
==== ====== ====== ======
</TABLE>
The results of operations in future years may continue to be adversely
affected by environmental pollution and asbestos claims and claim expenses.
Management will continue to monitor potential liabilities and make further
adjustments as warranted.
FIBREBOARD LITIGATION
CNA's primary property/casualty subsidiary, CCC, has been party to litigation
with Fibreboard Corporation ("Fibreboard") involving coverage for certain
asbestos-related claims and defense costs (San Francisco Superior Court,
Judicial Council Coordination Proceeding 1072). As described below, CCC,
Fibreboard, another insurer (Pacific Indemnity, a subsidiary of the Chubb
Corporation), and a negotiating committee of asbestos claimant attorneys
(collectively referred to as "Settling Parties") have reached a Global
Settlement (the "Global Settlement") which is subject to court approval, to
resolve all future asbestos-related bodily injury claims involving Fibreboard.
CCC, Fibreboard and Pacific Indemnity have also reached an agreement (the
"Trilateral Agreement") on a settlement to resolve the coverage litigation
which provides funding for Fibreboard's asbestos claims in the event the Global
Settlement does not obtain final court approval.
On July 27, 1995, the United States District Court for the Eastern District
of Texas entered judgment approving the Global Settlement Agreement and the
Trilateral Agreement. As expected, appeals were filed as respects both of these
decisions. On July 25, 1996, a panel of the United States Fifth Circuit Court
of Appeals in New Orleans affirmed the judgment approving the Global Settlement
Agreement by a 2 to 1 vote and affirmed the judgment approving the Trilateral
Agreement by a 3 to 0 vote. Petitions for rehearing by the panel and
Suggestions for Rehearing by the entire Fifth Circuit Court of Appeals as
respects the decision on the Global Settlement Agreement were denied. Two
petitions for certiorari were filed in the Supreme Court as respects the Global
Settlement Agreement. On June 27, 1997, the Supreme Court granted these
petitions, vacated the Fifth Circuit's judgment as respects the Global
Settlement Agreement, and remanded to the Fifth Circuit for reconsideration in
light of the Supreme Court's decision in Amchem Products Co. v. Windsor. The
parties submitted additional briefs on remand and argued before the Fifth
Circuit on November 12, 1997. The Fifth Circuit has not yet rendered a decision
on this remand.
No further appeal was filed with respect to the Trilateral Agreement;
therefore, court approval of the Trilateral Agreement has become final.
On April 9, 1993, CCC and Fibreboard entered into an agreement pursuant to
which, among other things, the parties agreed to use their best efforts to
negotiate and finalize a global class action settlement with asbestos-related
bodily injury and death claimants.
S-15
<PAGE>
On August 27, 1993, the Settling Parties reached an agreement in principle
for an omnibus settlement to resolve all future asbestos-related bodily injury
claims involving Fibreboard. The Global Settlement Agreement was executed on
December 23, 1993. The agreement calls for contribution by CCC and Pacific
Indemnity of an aggregate of $1.525 billion to a trust fund for a class of all
future asbestos claimants, defined generally as those persons whose claims
against Fibreboard were neither filed nor settled before August 27, 1993. An
additional $10 million is to be contributed to the fund by Fibreboard. As
indicated above, the Global Settlement approval is presently before the Fifth
Circuit on remand by order of the Supreme Court vacating the Fifth Circuit's
previous decision approving the Global Settlement. There is limited precedent
with settlements which determine the rights of future personal injury
claimants to seek relief.
Through September 30, 1997, CCC, Fibreboard and plaintiff attorneys had
reached settlements with respect to approximately 135,620 claims, for an
estimated settlement amount of approximately $1.62 billion plus any applicable
interest. Final court approval of the Trilateral Agreement obligates CCC to
pay under these settlements. Approximately $1.59 billion, including interest,
was paid by CCC through September 30, 1997. Such payments have been partially
recovered from Pacific Indemnity. CCC may negotiate other agreements for
unsettled claims.
Final court approval of the Trilateral Agreement and its implementation has
eliminated any further material exposure with respect to the Fibreboard
matter, and subsequent reserve adjustments, if any, will not, in the opinion
of management, materially affect the results of operations or equity of CNA.
TOBACCO LITIGATION
CNA's primary property/casualty subsidiaries have been named as defendants
as part of a "direct action" lawsuit, Richard P. Ieyoub v. The American
Tobacco Company, et al., filed by the Attorney General for the State of
Louisiana, in state court, Calcasieu Parish, Louisiana. In that suit, filed
against certain tobacco manufacturers and distributors (the "Tobacco
Defendants") and over 100 insurance companies, the State of Louisiana seeks to
recover medical expenses allegedly incurred by the State as a result of
tobacco-related illnesses.
The original suit was filed on March 13, 1996, against the Tobacco
Defendants only. The insurance companies were added to the suit in March 1997
under a "direct action" statute in Louisiana. Under the direct action statute,
the Louisiana Attorney General is pursuing liability claims against the
Tobacco Defendants and their insurers in the same suit, even though none of
the Tobacco Defendants has made a claim for insurance coverage.
Recently, the United States District Court for the Western District of
Louisiana, Lake Charles Division, granted a petition to remove this litigation
to the federal district court. The district court's decision is currently on
appeal to the United States Fifth Circuit Court of Appeals. During the pending
appeal, all proceedings in state court and in the federal district court are
stayed. Because of the uncertainties inherent in assessing the risk of
liability at this very early stage of the litigation, management is unable to
make a meaningful estimate of the amount or range of any loss that could
result from an unfavorable outcome of the pending litigation. However,
management believes that the ultimate outcome of the pending litigation should
not materially affect the results of operations or equity of CNA.
OTHER LITIGATION
CNA and its subsidiaries are also parties to other litigation arising in the
ordinary course of business. The outcome of this other litigation will not, in
the opinion of management, materially affect the results of operations or
equity of CNA.
IMPACT OF YEAR 2000 ON THE COMPANY
The widespread use of computer programs, both in the United States and
internationally, that rely on two digit date fields to perform computations
and decision making functions may cause computer systems to malfunction when
processing information involving dates after 1999. Such malfunctions could
lead to business delays and disruptions. The Company is in the process of
replacing many of its legacy systems and is upgrading its systems to
accommodate business for the year 2000, and anticipates that by December 1,
1998 it will have
S-16
<PAGE>
substantially completed its program of replacements and the necessary upgrades
to accommodate year 2000 processing of its business. However, due to the
interdependent nature of computer systems, the Company may be adversely
impacted depending upon whether it or other entities not affiliated with the
Company (vendors and business partners) address this issue successfully. In
addition, property/casualty insurance companies may have an underwriting
exposure related to year 2000. Although the Company has not received any
claims for coverage from its policyholders based on losses resulting from year
2000 issues, there can be no assurance that policyholders will not suffer
losses of this type and seek compensation under the Company's insurance
policies. If any claims are made, coverage, if any, will depend on the facts
and circumstances of the claim and the provisions of the policy. At this time,
the Company is unable to determine whether the adverse impact, if any, in
connection with the foregoing circumstances would be material to the Company.
HOLDING COMPANY STRUCTURE
The Company is a holding company and derives its operating income and
operating cash flow from its subsidiaries. The Company relies upon
distributions from its subsidiaries as well as returns on its cash and
invested assets to generate the funds necessary to meet its obligations,
including the payment of principal and interest on the Debt Securities (such
as the Notes) and dividends on the preferred stock. The ability of the
Company's subsidiaries to make such payments will be subject to, among other
things, applicable state laws and any restrictions that may be contained in
credit agreements or other financing arrangements entered into by such
subsidiaries. Claims of creditors of the Company's subsidiaries (and, in the
case of insurance subsidiaries, their policyholders) will generally have
priority as to the assets of such subsidiaries over the claims of the Company
and the holders of the Company's indebtedness and capital stock, including the
Notes and preferred stock.
The insurance industry is subject to comprehensive and detailed regulation
and supervision throughout the United States. Each state has established
supervisory agencies with broad administrative power relative to licensing
insurers and agents, approving policy forms, establishing reserve
requirements, fixing minimum interest rates for accumulation of surrender
values and maximum interest rates of policy loans, prescribing the form and
content of statutory financial reports, restricting payments of dividends by
insurance subsidiaries and other affiliates and regulating solvency and the
type and amount of investments permitted. Regulatory powers also extend to
premium rate regulations which require that rates not be excessive, inadequate
or unfairly discriminatory. In addition to regulations discussed above,
intercompany transfers of assets may be subject to prior notice or approval,
depending on the size of such transfers and payments in relation to the
financial position of the insurance affiliates making the transfer.
The payment of dividends to CNA by its insurance affiliates without prior
approval of the affiliate's domiciliary state insurance commissioner is
limited to amounts determined by formula in accordance with the accounting
practices prescribed or permitted by the state's insurance departments. This
formula varies by state. The formula for the majority of the states is the
greater of 10% of prior year statutory surplus or prior year statutory net
income, less the aggregate of all dividends paid during the twelve months
prior to date of payment. Some states, however, have an additional stipulation
that dividends cannot exceed prior year earned surplus. All dividends must be
reported to the domiciliary insurance department prior to declaration and
payment.
In addition to regulation of dividends by insurance subsidiaries, the
National Association of Insurance Commissioners ("NAIC") developed industry
minimum Risk-Based Capital ("RBC") requirements, established a formal state
accreditation process designed to more closely regulate for solvency,
minimized the diversity of approved statutory accounting and actuarial
practices and increased the annual statutory statement disclosure
requirements.
The RBC formulas are designed to identify an insurer's minimum capital
requirements based upon the inherent risks (e.g., asset default, credit and
underwriting) of its operations. In addition to the minimum capital
requirements, the RBC formula and related regulations identify various levels
of capital adequacy and corresponding actions that the state insurance
departments should initiate. The level of capital adequacy below which
insurance departments would take action is defined as the Company Action
Level. As of December 31, 1996, all of CNA's property/casualty and life
insurance affiliates have adjusted capital amounts in excess of Company Action
Levels.
S-17
<PAGE>
No assurance can be given that there will not be further regulatory actions
restricting the ability of the Company's subsidiaries to pay dividends and,
accordingly, that funds held by the Company's subsidiaries will be available to
the Company for payment of principal of or interest on the Debt Securities
(including the Notes) or for payment of dividends on preferred stock.
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes (referred to
in the Prospectus as the "Senior Debt Securities" and the "Offered Securities")
supplements, and to the extent inconsistent therewith replaces, the description
of the general terms and provisions of the Debt Securities set forth in the
Prospectus, dated August 22, 1997 (the "Prospectus"), to which reference is
hereby made.
GENERAL
The Notes are to be issued under an indenture, dated as of March 1, 1991, as
supplemented by a supplemental indenture dated as of October 15, 1993 (the
"Indenture"), between the Company and The First National Bank of Chicago, as
trustee (the "Trustee"). The Company believes that the following summary of
certain provisions of the Indenture, together with the "Description of Senior
Debt Securities" contained in the Prospectus, is a complete discussion of all
material terms of the Indenture. Capitalized terms not otherwise defined under
the heading "Description of the Notes" have the meanings given to them in the
Prospectus and the Indenture.
The Notes will be limited to $ aggregate principal amount and will
mature on , 20 . The Notes will not be redeemable prior to
maturity. The Notes will be unsecured and will rank pari passu with all other
unsecured senior indebtedness of the Company from time to time outstanding. As
of September 30, 1997, the Company had $1,725 million of senior indebtedness
outstanding, none of which was secured indebtedness. In addition, the Company's
subsidiaries had $899 million of indebtedness outstanding as of September 30,
1997, which would be structurally senior to the Notes. See "Risk Factors--
Holding Company Structure." The Indenture does not limit the aggregate
principal amount of Debt Securities that may be issued and provides that Debt
Securities may be issued from time to time in one or more series.
The Notes will bear interest at the rate per annum shown on the cover page of
this Prospectus Supplement from , 1998 or from the most recent
Interest Payment Date to which interest has been paid or provided for, payable
semi-annually in arrears on and of each year, commencing
, 1998 (each an "Interest Payment Date"), to the persons in whose names such
Notes were registered at the close of business on the next preceding and
, whether or not a Business Day (as defined below) (each a "Regular Record
Date"), respectively. Interest on the Notes will be computed on the basis of a
360-day year comprised of twelve 30-day months.
Interest payable on a Note on any Interest Payment Date or at maturity shall
be the amount of interest accrued from and including the next preceding
Interest Payment Date in respect of which interest has been paid or provided
for (or from and including , 1998, if no interest has been paid or
provided for with respect to such Note) to, but excluding, the Interest Payment
Date or the date of maturity, as the case may be. If any Interest Payment Date
or the maturity date of a Note falls on a day that is not a Business Day, the
payment shall be made on the next Business Day as if it were made on the date
such payment was due and no interest shall accrue on the amount so payable for
the period from and after such Interest Payment Date or the maturity date, as
the case may be. "Business Day" means any day, other than a Saturday, Sunday,
legal holiday, or other day on which banks in The City of New York are required
or authorized by law, regulation or executive order to close.
The provisions of Article Three of the Indenture relating to defeasance,
described in the Prospectus under "Description of Senior Debt Securities--
Defeasance," are applicable to the Notes.
S-18
<PAGE>
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest will be made by the
Company in U.S. dollars in immediately available funds.
The Notes will trade in the Depositary's Same-Day Funds Settlement System
until maturity, and secondary market trading activity in the Notes will
therefore be required by the Depositary to settle in immediately available
funds.
BOOK-ENTRY, DELIVERY AND FORM
The Notes will be represented by Global Securities registered in the name of
the nominee of the Depositary. Beneficial interests in each Global Security
will be shown on, and transfers thereof will be effected only through, records
maintained by the Depositary (with respect to beneficial interests of
participants) or by participants or persons that hold interests through
participants (with respect to beneficial interests of owners). Owners of
beneficial interests in the Global Securities will be entitled to physical
delivery of Notes in certificated form equal in principal amount to their
respective beneficial interests only under limited circumstances as specified
in the Prospectus.
The following is based on information furnished by the Depositary: The
Depositary is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. The Depositary holds securities that its
participants ("Participants") deposit with the Depositary. The Depositary also
facilitates the settlement among Participants of securities transactions, such
as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants
of the Depositary ("Direct Participants") include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. The Depositary is owned by a number of its Direct Participants
and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc.,
and the National Association of Securities Dealers, Inc. Access to the
Depositary's system is also available to others such as securities brokers and
dealers, banks and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly. The
rules applicable to the Depositary and its Participants are on file with the
Securities and Exchange Commission.
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement") among the Company and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Goldman, Sachs & Co., Lehman Brothers Inc.,
Salomon Brothers Inc and ABN AMRO Chicago Corporation (the "Underwriters"),
the Company has agreed to sell to the Underwriters, and the Underwriters have
severally agreed to purchase, the respective principal amounts of the Notes
set forth opposite their names below. The Underwriting Agreement provides that
the obligations of the Underwriters are subject to certain conditions
precedent and that the Underwriters will be obligated to purchase all of the
Notes if any are purchased.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITER NOTES
----------- ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................................... $
Goldman, Sachs & Co. ...........................................
Lehman Brothers Inc. ...........................................
Salomon Brothers Inc............................................
ABN AMRO Chicago Corporation....................................
---------
Total......................................................
=========
</TABLE>
S-19
<PAGE>
The Underwriters have advised the Company that they propose initially to
offer the Notes to the public at the public offering price set forth on the
cover page of this Prospectus Supplement, and to certain dealers at such price
less a concession not in excess of % of the principal amount of the Notes.
The Underwriters may allow, and such dealers may reallow, a discount not in
excess of % of the principal amount of the Notes to certain other dealers.
After the initial public offering, the public offering price, concession and
discount may be changed.
The Company has been advised by the Underwriters that they intend to make a
market in the Notes, but they are not obligated to do so and may discontinue
such market making at any time without notice. No assurance can be given as to
the development or liquidity of a trading market for the Notes.
Until the distribution of the Notes is completed, rules of the Securities
and Exchange Commission may limit the ability of the Underwriters to bid for
and purchase the Notes. As an exception to these rules, Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch"), as representative, will be
permitted to engage in certain transactions that stabilize the price of the
Notes. Such transactions consist of bids or purchases for the purpose of
pegging, fixing or maintaining the price of the Notes.
If the Underwriters create a short position in the Notes in connection with
this offering, i.e., if they sell more of the Notes than are set forth on the
cover page of this Prospectus Supplement, Merrill Lynch may reduce that short
position by purchasing Notes in the open market.
In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases.
Neither the Company nor the Underwriters make any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the prices of the Notes. In addition,
neither the Company nor the Underwriters make any representation that Merrill
Lynch will engage in such transactions or that such transactions, once
commenced, will be discontinued without notice.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
From time to time the Underwriters or affiliates thereof have engaged and
may in the future engage in investment banking or commercial banking
transactions with the Company or its affiliates in the ordinary course of
business.
LEGAL OPINIONS
The legality of the Notes will be passed upon for the Company by Donald M.
Lowry, Senior Vice President, Secretary and General Counsel of the Company,
and by Mayer, Brown & Platt, Chicago, Illinois, and for the Underwriters by
Brown & Wood LLP, New York, New York.
EXPERTS
The consolidated financial statements and the related consolidated financial
statement schedules, as of December 31, 1996 and 1995, and for each of the
three years in the period ended December 31, 1996, appearing in CNA's Annual
Report on Form 10-K for the year ended December 31, 1996, as amended, have
been audited by Deloitte & Touche LLP, independent auditors, as set forth in
their report thereon and included therein and incorporated herein by
reference. Such financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of Deloitte & Touche LLP as
experts in accounting and auditing.
S-20
<PAGE>
PROSPECTUS
$1,000,000,000
CNA FINANCIAL CORPORATION
DEBT SECURITIES
CNA Financial Corporation (the "Company") may offer from time to time its
debt securities consisting of debentures, notes and/or other evidences of
senior unsecured indebtedness (the "Senior Debt Securities"), subordinated
unsecured debt securities ("Subordinated Debt Securities," and together with
the Senior Debt Securities, the "Debt Securities"), or shares of preferred
stock ("Preferred Stock," and together with the Debt Securities, the
"Securities"). The Debt Securities and shares of Preferred Stock may be
offered as separate series in amounts, at prices and on terms to be determined
at the time of sale and to be set forth in a supplement to this Prospectus (a
"Prospectus Supplement"). The Debt Securities may be offered in one or more
series with the same or various maturities, at par or with an original issue
discount and may be denominated either in U.S. dollars or foreign currencies,
including the European Currency Units ("ECU"). The Securities will be sold
directly, through agents designated from time to time or through one or more
underwriters or dealers, or a group of underwriters. see "Plan of
Distribution."
Certain terms of the Securities in respect of which this Prospectus is being
delivered (the "Offered Securities"), such as (i) in the case of the Debt
Securities, the specific designation, currency in which the debt Securities
are denominated, aggregate principal amount, denominations, maturity (which
may be fixed or extendible), interest rate or rates (which may be fixed or
variable), if any, and time of payment of interest, if any, terms for
redemption at the option of the Company or the holder, terms for exchange at
the option of the Company or the holder into common stock of the Company,
terms for sinking or purchase fund payment, and the application, if any, of
restrictive covenants or events of default that are in addition to or
different from those described herein, (ii) in the case of the Preferred
Stock, the specific title, number of shares or fractional interests therein,
any dividend, liquidation, redemption, exchange, voting and other rights,
preferences and privileges, and (iii) in the case of any Security, the public
offering price, the names of any underwriters or agents, the amounts to be
purchased by underwriters and the compensation of such underwriters or agents,
and the other terms in connection with the offering and sale of the Offered
Securities, in each case, will be set forth in the accompanying Prospectus
Supplement. See "Description of Securities." The Prospectus Supplement will
also contain information, where applicable, about certain United States
federal income tax considerations relating to Offered Securities covered by
the Prospectus Supplement. All or a portion of the Securities may be issued in
permanent or temporary global form (each a "Global Security").
The Debt Securities will be effectively subordinated to all existing and
future obligations of the Company's subsidiaries, including claims of
policyholders of the Company's insurance subsidiaries. The Company's
subsidiaries had approximately $791.1 million aggregate principal amount of
total indebtedness for borrowed money outstanding as of June 30, 1997. In
addition, as of June 30, 1997, approximately $1,724.4 million aggregate
principal amount of existing indebtedness for borrowed money of the Company
would rank pari passu with the Senior Debt Securities and senior to the
Subordinated Debt Securities. As of June 30, 1997, the Company had $247.1
million in aggregate principal amount of existing indebtedness for borrowed
money that would rank pari passu with the Subordinated Debt Securities.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATIONS
TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
----------------
The date of this Prospectus is August 22, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the Public Reference Room of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the public reference
facilities maintained by the Commission at Seven World Trade Center, 13th
Floor, New York, New York 10048, and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such materials can be obtained
at prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 or from the Commission's worldwide
web site at http://www.sec.gov. Documents filed by the Company can also be
inspected at the offices of the New York Stock Exchange, Inc. (the "New York
Stock Exchange"), 20 Broad Street, New York, New York 10005, the Chicago Stock
Exchange, 440 South LaSalle Street, Chicago, Illinois 60605 and the Pacific
Stock Exchange, 301 Pine Street, San Francisco, California 94104.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(the "Registration Statement") filed by the Company with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"), relating to the
Securities offered hereby. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and to the exhibits thereto for further information
with respect to the Company and the Securities offered hereby. Any statements
contained herein concerning the provisions of any document are not necessarily
complete, and in each instance reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (file no.
1-5823) are incorporated in this Prospectus by reference and hereby made a
part hereof:
1. The Company's Current Reports on Form 8-K dated August 5, 1997;
2. The Company's Annual Report on Form 10-K for the year ended December
31, 1996, as amended; and
3. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1997 and June 30, 1997.
All reports and other documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of the offering of the Securities, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents incorporated herein by
reference, other than exhibits to such documents (except for exhibits that are
specifically incorporated by reference herein). Requests for such copies
should be directed to the Company's principal executive offices located at CNA
Plaza, 43S, Chicago, Illinois 60685, Attention: Secretary (telephone (312)
822-5000).
----------------
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS OR IN THE PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFER
CONTAINED IN THIS PROSPECTUS OR IN THE PROSPECTUS SUPPLEMENT, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER, DEALER OR AGENT. THIS
PROSPECTUS AND THE PROSPECTUS SUPPLEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL
OR SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS AND THE
PROSPECTUS SUPPLEMENT AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
2
<PAGE>
THE COMPANY
CNA Financial Corporation ("CNA") was incorporated in 1967 as the parent
company of Continental Casualty Company ("CCC"), incorporated in 1897, and
Continental Assurance Company ("CAC"), incorporated in 1911. In 1975, CAC
became a wholly-owned subsidiary of CCC. On May 10, 1995, CNA acquired all the
outstanding common stock of The Continental Corporation ("Continental") and it
became a wholly-owned subsidiary of CNA. The Continental Corporation, a New
York corporation incorporated in 1968, is an insurance holding company. Its
principal subsidiary, The Continental Insurance Company ("CIC") was organized
in 1853. The principal business of Continental is the ownership of a group of
property and casualty insurance companies.
CNA's property and casualty insurance operations are conducted by CCC and
its property and casualty insurance affiliates and CIC and its property and
casualty insurance affiliates. Life insurance operations are conducted by CAC
and its life insurance affiliates. CNA's principal business is insurance
conducted through its insurance subsidiaries. As multiple-line insurers, the
insurance companies underwrite property, casualty, life and accident and
health coverages, as well as pension products and annuities. Their principal
market for insurance products is the United States.
USE OF PROCEEDS
Unless otherwise specified in the accompanying Prospectus Supplement, a
portion of the net proceeds will be used to pay down borrowings outstanding
under the Company's revolving credit facility and/or commercial paper program.
The revolving credit facility matures in May 2001, and bears interest at the
rate of LIBOR plus .25% (5.89% as of July 31, 1997). The remaining proceeds
will be added to the Company's general funds and used for general corporate
purposes, which may include, but are not limited to, prepayment of other debt,
and capital contributions to the Company's subsidiaries to strengthen such
subsidiaries' continuing operations.
DESCRIPTION OF SENIOR DEBT SECURITIES
The Senior Debt Securities will be issued under an Indenture, dated March 1,
1991, between the Company and The First National Bank of Chicago, a national
banking association, as trustee (referred to herein under the caption
"Description of Senior Debt Securities" as the "Trustee"), as supplemented by
a supplemental indenture, dated as of October 15, 1993 (as so supplemented,
the "Senior Indenture"), copies of which are incorporated by reference as or
filed as exhibits to the Registration Statement. The Company believes that the
following summary of certain provisions of the Senior Indenture is a complete
discussion of all material terms necessary to understand the Senior Indenture.
Capitalized terms not otherwise defined under the heading "Description of
Senior Debt Securities" have the meaning given to them in the Senior
Indenture. As used in this section "Description of Senior Debt Securities,"
unless the context indicates otherwise, the term "Company" means CNA Financial
Corporation and does not include any of its subsidiaries.
GENERAL
The Senior Debt Securities will rank equally with all other unsecured and
unsubordinated indebtedness of the Company. As of June 30, 1997, approximately
$1,724.4 million aggregate principal amount of indebtedness for borrowed money
of the Company would rank pari passu with the Senior Debt Securities. The
Senior Indenture does not limit the amount of debt, either secured or
unsecured, that may be issued by the Company under the Senior Indenture or
otherwise. The Senior Debt Securities may be issued in one or more series with
the same or various maturities and may be sold at par, a premium or an
original issue discount. Senior Debt Securities sold at an original issue
discount may bear no interest or interest at a rate that is below market
rates.
Because the Company is a holding company, the right of the Company, and
hence the rights of creditors and shareholders of the Company, to participate
in any distribution of assets of any subsidiary upon its
3
<PAGE>
liquidation or reorganization or otherwise is accordingly subject to prior
claims of creditors of the subsidiary and (in the case of an insurance
subsidiary) its policyholders, except to the extent that claims of the Company
itself as a creditor of the subsidiary may be recognized. The subsidiaries are
separate and distinct legal entities and have no obligations, contingent or
otherwise, to pay any amounts due pursuant to the Senior Debt Securities or to
make any funds available therefor, whether by dividends, loans or other
payments. The payment of dividends or the making of loans and advances to the
Company by its subsidiaries may be subject to statutory restrictions, are
contingent upon the earnings of those subsidiaries and are subject to
insurance regulations and various business considerations.
Reference is made to the Prospectus Supplement for the following terms of
the offered Senior Debt Securities (to the extent such terms are applicable to
such Senior Debt Securities): (i) the title of such Senior Debt Securities or
the particular series thereof; (ii) any limit on the aggregate principal
amount of such Senior Debt Securities; (iii) whether such Senior Debt
Securities are to be issuable as Registered Securities or Bearer Securities or
both, whether any of such Senior Debt Securities are to be issuable initially
in temporary global form and whether any of such Senior Debt Securities are to
be issuable in permanent global form; (iv) the price or prices (generally
expressed as a percentage of the aggregate principal amount thereof) at which
such Senior Debt Securities will be issued; (v) the date or dates on which
such Senior Debt Securities will mature; (vi) the rate or rates per annum, or
the formula by which such rate or rates shall be determined, at which such
Senior Debt Securities will bear interest, if any, the dates from which any
such interest will accrue and the circumstances, if any, under which such
interest rate or interest rate formula may be reset at the option of the
Company; (vii) the Interest Payment Dates on which any such interest on such
Senior Debt Securities will be payable, the Regular Record Date for any
interest payable on such Senior Debt Securities that are Registered Securities
on any Interest Payment Date, and the extent to which, or the manner in which
any interest payable on a Global Security on an Interest Payment Date will be
paid if other than in the manner described below under "Global Securities;"
(viii) the person to whom any Registered Security of such series will be
payable, if other than the person in whose name such Senior Debt Security (or
one or more predecessor Senior Debt Securities) is registered at the close of
business on the Regular Record Date for such interest, and the manner in
which, or the person to whom, any interest on any Bearer Security of such
series will be payable, if otherwise than upon presentation and surrender of
the coupons thereto; (ix) if other than the principal amount of such Senior
Debt Securities, the portion of the principal amount of such Senior Debt
Securities which shall be payable upon declaration of acceleration of the
maturity thereof or provable in bankruptcy; (x) any mandatory or optional
sinking fund or analogous provisions; (xi) each office or agency where,
subject to the terms of the Senior Indenture as described below under
"Payments and Paying Agents," the principal of and any interest on such Senior
Debt Securities will be payable and each office or agency where, subject to
the terms of the Senior Indenture as described below under "Denominations,
Registration and Transfer," such Senior Debt Securities may be presented for
registration of transfer or exchange; (xii) the date, if any, after which and
the price or prices at which such Senior Debt Securities may, pursuant to any
optional or mandatory redemption provisions, be redeemed, in whole or in part,
and the other detailed terms and provisions of any such optional or mandatory
redemption provisions; (xiii) the denominations in which such Senior Debt
Securities which are Registered Securities will be issuable, if other than
denominations of U.S. $1,000 and any integral multiple thereof, and the
denomination in which such Senior Debt Securities which are Bearer Securities
will be issuable, if other than denominations of U.S. $5,000; (xiv) the
currency or currencies of payment of principal of and any premium and interest
on such Senior Debt Securities; (xv) any index used to determine the amount of
payments of principal of and any interest on such Senior Debt Securities;
(xvi) the application, if any, of any restrictive covenants or events of
default that are in addition to or different from those described herein;
(xvii) the form of such Senior Debt Security; and (xviii) any other terms and
provisions of such Senior Debt Securities not inconsistent with the terms and
provisions of the Senior Indenture. Any such Prospectus Supplement will also
describe any special provisions for the payment of additional amounts with
respect to such Senior Debt Securities. Senior Debt Securities of any series
may be issued in one or more tranches as described in the applicable
Prospectus Supplement.
If the purchase price of any of the offered Senior Debt Securities is
denominated in a foreign currency or currencies or foreign currency unit or
units or if the principal of and any premium and interest on any series of
4
<PAGE>
Senior Debt Securities is payable in a foreign currency or currencies or
foreign currency unit or units, the restrictions, elections, general tax
considerations, specific terms and other information with respect to such
issue of Senior Debt Securities and such foreign currency or currencies or
foreign currency unit or units will be set forth in the applicable Prospectus
Supplement.
DENOMINATIONS, REGISTRATION AND TRANSFER
The Senior Debt Securities will be issuable as Registered Securities, Bearer
Securities or both. Senior Debt Securities may be issuable in the form of one
or more Global Securities, as described below under "Global Securities."
Unless otherwise provided in the applicable Prospectus Supplement, Registered
Securities denominated in U.S. dollars will be issued only in denominations of
$1,000 or any integral multiple thereof and Bearer Securities denominated in
U.S. dollars will be issued only in denominations of $5,000 with coupons
attached. A Global Security will be issued in a denomination equal to the
aggregate principal amount of outstanding Senior Debt Securities represented
by such Global Security. The Prospectus Supplement relating to Senior Debt
Securities denominated in a foreign or composite currency will specify the
denominations thereof.
In connection with its original issuance, no Bearer Security shall be mailed
or otherwise delivered to any location in the United States (as defined below
under "Limitations on Issuance of Bearer Security") and a Bearer Security may
be delivered in connection with its original issuance only if the person
entitled to receive such Bearer Security furnishes written certification, in
the form required by the Senior Indenture, to the effect that such Bearer
Security is not being acquired by or on behalf of a United States person (as
defined below under "Limitations on Issuance of Bearer Securities"), or, if a
beneficial interest in such Bearer Security is being acquired by or on behalf
of a United States person, that such United States person is a financial
institution (as defined in Treasury Regulation Section 1.165-12(c)(1)(v)) that
is purchasing for its own account or for the account of a customer and which
agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the United States Internal Revenue Code of 1986, as amended (the "Code"), and
the regulations thereunder. See "Global Securities" and "Limitations on
Issuance of Bearer Securities" below.
Registered Securities of any series will be exchangeable for other
Registered Securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations. In addition, if Senior
Debt Securities of any series are issuable as both Registered Securities and
as Bearer Securities, at the option of the holder upon request confirmed in
writing, and subject to the terms of the Senior Indenture, Bearer Securities
(with all unmatured coupons, except as provided below, and all matured coupons
in default attached) of such series will be exchangeable for Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor. Unless otherwise indicated in an
applicable Prospectus Supplement, any Bearer Security surrendered in exchange
for a Registered Security between a record date and the relevant date for
payment of interest shall be surrendered without the coupon relating to such
date for payment of interest attached and interest will not be payable in
respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the holder of such coupon when due in
accordance with the terms of the Senior Indenture. Except as provided in an
applicable Prospectus Supplement, Bearer Securities will not be issued in
exchange for Registered Securities.
Senior Debt Securities may be presented for exchange as provided above, and
Registered Securities (other than a Global Security) may be presented for
registration of transfer (with the form of transfer duly executed), at the
office of the security registrar designated by the Company or at the office of
any transfer agent designated by the Company for such purpose with respect to
any series of Senior Debt Securities and referred to in an applicable
Prospectus Supplement, without service charge and upon payment of any taxes
and other governmental charges as described in the Senior Indenture. Such
transfer or exchange will be effected upon the security registrar or such
transfer agent, as the case may be, being satisfied with the documents of
title and identity of the person making the request. The Company has initially
appointed the Trustee as the security registrar under the Senior Indenture. If
a Prospectus Supplement refers to any transfer agent (in addition to the
security registrar) initially designated by the Company with respect to any
series of Senior Debt Securities, the Company may at any time rescind the
designation of any such transfer agent or approve a change in the location
5
<PAGE>
through which any such transfer agent acts, except that, if Senior Debt
Securities of a series are issuable only as Registered Securities, the Company
will be required to maintain a transfer agent in each Place of Payment for
such series and, if Senior Debt Securities of a series are issuable as Bearer
Securities, the Company will be required to maintain (in addition to the
security registrar) a transfer agent in a Place of Payment for such series
located outside the United States. The Company may at any time designate
additional transfer agents with respect to any series of Senior Debt
Securities.
In the event of any redemption in part, the Company shall not be required to
(i) issue, register the transfer of or exchange Senior Debt Securities of any
series during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of Senior Debt Securities of that
series selected to be redeemed and ending at the close of business on (a) if
Senior Debt Securities of the series are issuable only as Registered
Securities, the day of mailing of the relevant notice of redemption, and (b)
if Senior Debt Securities of the series are issuable as Bearer Securities, the
day of the first publication of the relevant notice of redemption or, if
Senior Debt Securities of that series are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of
redemption; (ii) register the transfer of or exchange any Registered Security,
or portion thereof, called for redemption, except the unredeemed portion of
any Registered Security being redeemed in part; or (iii) exchange any Bearer
Security called for redemption, except to exchange such Bearer Security for a
Registered Security of that series and like tenor which is immediately
surrendered for redemption.
PAYMENTS AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of and any interest on Registered Securities (other than a Global
Security) will be made at the office of such Paying Agent or Paying Agents as
the Company may designate from time to time, except that, at the option of the
Company, payment of any interest may be made by check mailed to the address of
the payee entitled thereto as such address shall appear in the Security
Register. Unless otherwise indicated in an applicable Prospectus Supplement,
payment of any installment of interest on Registered Securities will be made
to the person in whose name such Registered Security is registered at the
close of business on the Regular Record Date for such interest payment.
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of and any premium and interest on Bearer Securities will be
payable (subject to applicable laws and regulations) at the offices of such
Paying Agent or Paying Agents outside the United States as the Company may
designate from time to time, except that, at the option of the Company,
payment of any interest may be made by check or by wire transfer to an account
maintained by the payee outside the United States. Unless otherwise indicated
in an applicable Prospectus Supplement, payment of interest on Bearer
Securities on any Interest Payment Date will be made only against surrender of
the coupon relating to such Interest Payment Date. No payment with respect to
any Bearer Security will be made at any office or agency of the Company in the
United States or by check mailed to any address in the United States or by
wire transfer to an account maintained in the United States. Payments will not
be made in respect of Bearer Securities or coupons appertaining thereto
pursuant to presentation to the Company or its Paying Agents within the United
States. Notwithstanding the foregoing, payment of principal of and any
interest on Bearer Securities denominated and payable in U.S. dollars will be
made at the office of the Company's Paying Agent in the United States if, and
only if, payment of the full amount thereof in U.S. dollars at all offices or
agencies outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions and the Company has delivered
to the Trustee an opinion of counsel to that effect.
Unless otherwise indicated in an applicable Prospectus Supplement, the
principal office of the Trustee in The City of New York will be designated as
the Company's sole Paying Agent for payments with respect to Senior Debt
Securities which are issuable solely as Registered Securities. Any Paying
Agent outside the United States and any other Paying Agent in the United
States initially designated by the Company for the Senior Debt Securities will
be named in the applicable Prospectus Supplement. The Company may at any time
designate additional Paying Agents or rescind the designation of any Paying
Agent or approve a change in the office through which any Paying Agent acts,
except that, if Senior Debt Securities of a series are issuable only as
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Registered Securities, the Company will be required to maintain a Paying Agent
in each Place of Payment for such series and, if Senior Debt Securities of a
series are issuable as Bearer Securities, the Company will be required to
maintain (i) a Paying Agent in each Place of Payment for such series in the
United States for payments with respect to any Registered Securities of such
series (and for payments with respect to Bearer Securities of such series in
the circumstances described above, but not otherwise), (ii) a Paying Agent in
each Place of Payment located outside the United States where Senior Debt
Securities of such series and any coupons appertaining thereto may be
presented and surrendered for payment; provided that if the Senior Debt
Securities of such series are listed on The International Stock Exchange,
London or the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the
Company will maintain a Paying Agent in London or Luxembourg City or any other
required city located outside the United States, as the case may be, for
Senior Debt Securities of such series, and (iii) a Paying Agent in each Place
of Payment located outside the United States where (subject to applicable laws
and regulations) Registered Securities of such series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company may be served.
All monies paid by the Company to a Paying Agent for the payment of
principal of and any interest on any Senior Debt Security that remains
unclaimed at the end of two years after such principal, premium or interest
shall have become due and payable will be repaid to the Company and thereafter
the holder of such Senior Debt Security or any coupon appertaining thereto
will look only to the Company for payment thereof.
GLOBAL SECURITIES
The Senior Debt Securities of a series may be issued in whole or in part in
the form of one or more Global Securities that will be deposited with, or on
behalf of, a depository (the "Depository") identified in the Prospectus
Supplement relating to such series. Global Securities may be issued only in
fully registered
form and may be issued in either temporary or permanent form. Unless and until
it is exchanged in whole or in part for the individual Senior Debt Securities
represented thereby, a Global Security may not be transferred except as a
whole by the Depository for such Global Security to a nominee of such
Depository or by a nominee of such Depository to such Depository or another
nominee of such Depository or by the Depository or any nominee of such
Depository to a successor Depository or any nominee of such successor.
The specific terms of the depository arrangement with respect to a series of
Senior Debt Securities will be described in the Prospectus Supplement relating
to such series. The Company anticipates that the following provisions will
generally apply to depository arrangements.
Upon the issuance of a Global Security, the Depository for such Global
Security or its nominee will credit on its book-entry registration and
transfer system the respective principal amounts of the individual Senior Debt
Securities represented by such Global Security to the accounts of persons that
have accounts with such Depository ("Participants"). Such accounts shall be
designated by the underwriters, dealers or agents with respect to such Senior
Debt Securities or by the Company if such Senior Debt Securities are offered
and sold directly by the Company. Ownership of beneficial interests in a
Global Security will be limited to Participants or persons that may hold
interests through Participants. Ownership of beneficial interests in such
Global Security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the applicable Depository or its
nominee (with respect to interests of Participants) and records of
Participants (with respect to interests of persons who hold through
Participants). The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to own, pledge or transfer
beneficial interest in a Global Security.
So long as the Depository for a Global Security or its nominee is the
registered owner of such Global Security, such Depository or such nominee, as
the case may be, will be considered the sole owner or holder of the Senior
Debt Securities represented by such Global Security for all purposes under the
Senior Indenture. Except as provided below, owners of beneficial interests in
a Global Security will not be entitled to have any of the individual Senior
Debt Securities of the series represented by such Global Security registered
in their names,
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will not receive or be entitled to receive physical delivery of any such
Senior Debt Securities of such series in definitive form and will not be
considered the owners or holders thereof under the Securities Indenture.
Payments of principal of and any premium and any interest on individual
Senior Debt Securities represented by a Global Security registered in the name
of a Depository or its nominee will be made to the Depository or its nominee,
as the case may be, as the registered owner of the Global Security
representing such Senior Debt Securities. None of the Company, the Trustee,
any Paying Agent or the Security Registrar for such Senior Debt Securities
will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in
the Global Security for such Senior Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
The Company expects that the Depository for a series of Senior Debt
Securities or its nominee, upon receipt of any payment of principal, premium
or interest in respect of a permanent Global Security representing any of such
Senior Debt Securities, immediately will credit Participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Global Security for such Senior Debt Securities
as shown on the records of such Depository or its nominee. The Company also
expects that payments by Participants to owners of beneficial interests in
such Global Security held through such Participants will be governed by
standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name." Such payments will be the responsibility of such Participants.
If a Depository for a series of Senior Debt Securities is at any time
unwilling, unable or ineligible to continue as depository and a successor
depository is not appointed by the Company within 90 days, the Company will
issue individual Senior Debt Securities of such series in exchange for the
Global Security representing such series of Senior Debt Securities. In
addition, the Company may, at any time and in its sole discretion, subject to
any limitations described in the Prospectus Supplement relating to such Senior
Debt Securities, determine not to have any Senior Debt Securities of such
series represented by one or more Global Securities and, in such event, will
issue individual Senior Debt Securities of such series in exchange for the
Global Security or Securities representing such series of Senior Debt
Securities. Individual Senior Debt Securities of such series so issued will be
issued in denominations, unless otherwise specified by the Company, of $1,000
and integral multiples thereof.
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
In compliance with United States federal tax laws and regulations, Bearer
Securities may not be offered, sold, resold or delivered in connection with
their original issuance in the United States or to United States persons (each
as defined below) other than to a Qualifying Branch of a United States
Financial Institution (as defined below), and any underwriters, agents and
dealers participating in the offering of Senior Debt Securities must agree
that they will not offer any Bearer Securities for sale or resale in the
United States or to United States persons (other than a Qualifying Branch of a
United States Financial Institution) nor deliver Bearer Securities within the
United States. In addition, any such underwriters, agents and dealers must
agree to send confirmations to each purchaser of a Bearer Security confirming
that such purchaser represents that it is not a United States person or is a
Qualifying Branch of a United States Financial Institution and, if such person
is a dealer, that it will send similar confirmations to purchasers from it.
The term "Qualifying Foreign Branch of a United States Financial Institution"
means a branch located outside the United States of a United States securities
clearing organization, bank or other financial institution listed under
Treasury Regulation Section 1.165-12(c)(1)(v) that agrees to comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Code and the
regulations thereunder.
Bearer Securities and any coupons appertaining thereto will bear a legend
substantially to the following effect: "Any United States person who holds
this obligation will be subject to limitations under the United States income
tax laws, including the limitations provided in Sections 165(j) and 1287(a) of
the Internal Revenue Code." Under Sections 165(j) and 1287(a) of the Code,
holders that are United States persons, with certain exceptions, will not be
entitled to deduct any loss on Bearer Securities and must treat as ordinary
income any gain realized on the sale or other disposition (including the
receipt of principal) of Bearer Securities.
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The term "United States person" means a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or
under the laws of the United States or of any political subdivision thereof,
an estate or, for taxable years beginning before January 1, 1997, a trust the
income of which is subject to United States federal income taxation regardless
of its source or, for taxable years beginning after December 31, 1996, a trust
if a U.S. court is able to exercise primary supervision over the
administration of the trust and one or more U.S. fiduciaries have the
authority to control all substantial decisions of the trust, and the term
"United States" means the United States of America (including the states and
the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction (including the Commonwealth of Puerto Rico).
DEFEASANCE
The Senior Indenture provides that the Company will be discharged from any
and all obligations in respect of the Senior Debt Securities of any series
(except for certain obligations to register the transfer or exchange of Senior
Debt Securities of such series, to replace stolen, lost or mutilated Senior
Debt Securities of such series, to maintain paying agencies and to hold monies
for payment in trust) upon the deposit with the Trustee for such series of
Senior Debt Securities in trust of money and/or U.S. Government Obligations
(as defined below) which through the payment of interest and principal in
respect thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of and each installment of interest, if any,
on the Senior Debt Securities of such series on the maturity of such payments
in accordance with the terms of the Senior Indenture and the Senior Debt
Securities of such series. Such a trust may only be established if, among
other things, the Company has delivered to such Trustee an Opinion of Counsel
(who may be counsel for the Company) to the effect that (i) holders of the
Senior Debt Securities of such series will not recognize income, gain or loss
for federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amounts and in
the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred, and (ii) the Senior Debt
Securities of such series, if then listed on The New York Stock Exchange, will
not be delisted as a result of such deposit, defeasance and discharge.
The Senior Indenture provides that, if applicable, the Company may omit to
comply with any additional restrictive covenants imposed on the Company in
connection with the establishment of any series of Senior Debt Securities and
that clause (d) under "Events of Default" with respect to such restrictive
covenants and clause (e) under "Events of Default" shall not be deemed to be
an Event of Default under the Senior Indenture and the Senior Debt Securities
of any series, upon the deposit with the Trustee under the Senior Indenture,
in trust of money and/or U.S. Government Obligations which through the payment
of interest and principal in respect thereof in accordance with their terms
will provide money in an amount sufficient to pay the principal of, and each
installment of interest, if any, on the Senior Debt Securities of such series
on the maturity of such payments in accordance with the terms of the Senior
Indenture and the Senior Debt Securities of such series. The obligations of
the Company under the Senior Indenture and Senior Debt Securities of such
series other than with
respect to the covenants referred to above and the Events of Default other
than the Events of Default referred to above shall remain in full force and
effect. Such a trust may only be established if, among other things, the
Company has delivered to the Trustee an Opinion of Counsel (who may be counsel
for the Company) to the effect that (i) the holders of the Senior Debt
Securities of such series will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit and defeasance of certain
covenants and Events of Default and will be subject to federal income tax on
the same amounts and in the same manner and at the same times, as would have
been the case if such deposit and defeasance had not occurred, and (ii) the
Senior Debt Securities of such series, if then listed on The New York Stock
Exchange, will not be delisted as a result of such deposit and defeasance.
In the event the Company exercises its option to omit compliance with
certain covenants of the Senior Indenture with respect to the Senior Debt
Securities of any series as described above and the Senior Debt Securities of
such series are declared due and payable because of the occurrence of any
Event of Default other
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than an Event of Default described in clauses (d) or (e) under "Events of
Default," the amount of money and U.S. Government Obligations on deposit with
the Trustee will be sufficient to pay amounts due on the Senior Debt
Securities of such series at the time of their stated maturity but may not be
sufficient to pay amounts due on the Senior Debt Securities of such series at
the time of the acceleration resulting from such Event of Default. However,
the Company will remain liable for such payments.
The term "U.S. Government Obligation" means direct noncallable obligations
of, or noncallable obligations guaranteed by, the United States or an agency
thereof for the payment of which guarantee or obligation, the full faith and
credit of the United States is pledged.
MODIFICATION OF THE SENIOR INDENTURE
The Senior Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of a majority of the principal amount
of the Senior Debt Securities of each series then outstanding, to execute
supplemental indentures adding any provisions to or changing or eliminating
any of the provisions of the Senior Indenture or modifying the rights of the
holders of the Senior Debt Securities of such series, except that no such
supplemental indenture may, among other things, (i) extend the final maturity
of any Senior Debt Securities, or reduce the rate or extend the time of
payment of interest thereon, or reduce the principal amount thereof, impair
the right to institute suit for payment thereof or reduce any amount payable
upon any redemption thereof without the consent of the holder of the Senior
Debt Security so affected, or (ii) reduce the aforesaid percentage of Senior
Debt Securities, the consent of the holders of which is required for any such
supplemental indenture, without the consent of the holders of all outstanding
Senior Debt Securities. The Board of Directors of the Company does not have
the power to waive any of the covenants of the Senior Indenture including
those relating to consolidation, merger or sale of assets.
EVENTS OF DEFAULT
An Event of Default with respect to any series of Senior Debt Securities is
defined in the Senior Indenture as being: (a) default by the Company for 30
days in the payment of any installment of interest on the Senior Debt
Securities of such series; (b) default by the Company in the payment of any
principal on the Senior Debt Securities of such series; (c) default by the
Company in the payment of any sinking fund installment with respect to such
series of Senior Debt Securities; (d) default by the Company in the
performance of any of the agreements in the Indenture contained therein for
the benefit of the Senior Debt Securities of such series which shall not have
been remedied within a period of 60 days after receipt of written notice by
the Company from the Trustee for such series of Senior Debt Securities or by
the Company and such Trustee from the holders of not less than 25% in
principal amount of the Senior Debt Securities of such series then
outstanding; (e) with respect to any series of Senior Debt Securities (unless
otherwise specified in the accompanying Prospectus Supplement), the
acceleration, or failure to pay at maturity, of any indebtedness for money
borrowed of the Company exceeding $20,000,000 in principal amount, which
acceleration is not rescinded or annulled or indebtedness paid within 15 days
after the date on which written notice thereof shall have first been given to
the Company as provided in the Senior Indenture; (f) certain events of
bankruptcy, insolvency or reorganization of the Company; or (g) any other
Event of Default established in accordance with the Senior Indenture with
respect to any series of Senior Debt Securities. No Event of Default (other
than an Event of Default under clause (f)) described above with respect to a
particular series of Senior Debt Securities necessarily constitutes an Event
of Default with respect to any other series of Senior Debt Securities.
The Senior Indenture provides that if an Event of Default with respect to
any series of Senior Debt Securities shall have occurred and be continuing,
either the Trustee with respect to the Senior Debt Securities of that series
or the holders of at least 25% in aggregate principal amount of Senior Debt
Securities of that series then outstanding may declare the principal amount
(or, if the Senior Debt Securities of that series were sold at an original
issue discount, such portion of the principal amount as may be specified in
the terms of that series) of all the Senior Debt Securities of that series and
interest, if any, accrued thereon to be due and payable immediately, but upon
certain conditions such declaration may be annulled and past defaults (except,
unless
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theretofore cured, a default in payment of principal of or interest on Senior
Debt Securities of that series) may be waived by the holders of a majority in
principal amount of the Senior Debt Securities of that series then
outstanding.
The Senior Indenture contains a provision entitling the Trustee with respect
to any series of Senior Debt Securities, subject to the duty of the Trustee
during default to act with the required standard of care, to be indemnified by
the holders of Senior Debt Securities of such series before proceeding to
exercise any right or power under the Senior Indenture at the request of the
holders of such Senior Debt Securities. The Senior Indenture also provides
that the holders of a majority in principal amount of the outstanding Senior
Debt Securities of any series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee for such
series of Senior Debt Securities, or exercising any trust or power conferred
on such Trustee, with respect to the Senior Debt Securities of such series.
The Senior Indenture contains a covenant that the Company will file annually
with the Trustee a certificate as to the absence of any default or specifying
any default that exists.
No holder of any Senior Debt Security of any series will have any right to
institute any proceeding with respect to the Senior Indenture or for any
remedy thereunder, unless such holder shall have previously given the Trustee
for such series of Senior Debt Securities written notice of an Event of
Default with respect to Senior Debt Securities of that series and unless also
the holders of at least 25% in aggregate principal amount of the outstanding
Senior Debt Securities of that series shall have made written request, and
offered reasonable indemnity, to such Trustee to institute such proceeding as
trustee, and such Trustee shall not have received from the holders of a
majority in aggregate principal amount of the outstanding Senior Debt
Securities of that series a direction inconsistent with such request and shall
have failed to institute such proceeding within 60 days. However, any right of
a holder of any Senior Debt Security to receive payment of the principal of
and any interest on such Senior Debt Security on or after the due dates
expressed in such Senior Debt Security and to institute suit for the
enforcement of any such payment on or after such dates shall not be impaired
or affected without the consent of such holder.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company covenants that it will not merge or consolidate with any other
corporation or sell or convey all or substantially all of its assets to any
Person, unless (i) either the Company shall be the continuing corporation, or
the successor corporation or the Person which acquires by sale or conveyance
substantially all of the assets of the Company (if other than the Company)
shall be a corporation organized under the laws of the United States or any
state thereof and shall expressly assume the due and punctual payment of the
principal of and interest on all the Senior Debt Securities, according to
their tenor, and the due and punctual performance and observance of all of the
covenants and conditions of the Senior Indenture to be performed or observed
by the Company, by supplemental indenture satisfactory to the Trustee,
executed and delivered to the Trustee by such corporation, and (ii) the
Company or such successor corporation, as the case may be, shall not,
immediately after such merger or consolidation, or such sale or conveyance, be
in default in the performance of any such covenants or condition.
Other than the covenants described above, or as set forth in any
accompanying Prospectus Supplement, the Senior Indenture and the Senior Debt
Securities do not contain any covenants or other provisions designed to afford
holders of the Senior Debt Securities protection in the event of a takeover,
recapitalization or highly leveraged transaction involving the Company.
NO PERSONAL LIABILITY
No past, present or future director, officer, employee or stockholder, as
such, of the Company or any successor thereof shall have any liability for any
obligations of the Company under the Senior Debt Securities or the Senior
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each holder of Debt Securities by accepting
such Senior Debt Security waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Senior Debt
Securities.
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THE TRUSTEE
The Trustee in its individual or any other capacity may become the owner or
pledgee of Senior Debt Securities and may otherwise deal with the Company or
its Affiliates with the same rights it would have if it were not the Trustee
provided it complies with the terms of the Senior Indenture.
DESCRIPTION OF SUBORDINATED DEBT SECURITIES
The Subordinated Debt Securities will be issued under an Indenture (the
"Subordinated Indenture"), between the Company and The First National Bank of
Chicago, a national banking association, as trustee (referred to herein under
"Description of Subordinated Debt Securities" as the "Trustee"), a copy of the
form of which is filed as an exhibit to the Registration Statement. The
Company believes that the following summary of certain provisions of the
Subordinated Indenture is a complete discussion of all material terms
necessary to understand the Subordinated Indenture. Capitalized terms not
otherwise defined under the heading "Description of Subordinated Debt
Securities" have the meaning given to them in the Indenture. As used in this
section "Description of Subordinated Debt Securities," unless the context
indicates otherwise, the term "Company" means CNA Financial Corporation and
does not include any of its subsidiaries.
GENERAL
The Subordinated Debt Securities will rank equally with all other unsecured
and subordinated indebtedness for borrowed money of the Company. As of June
30, 1997, approximately $1,724.4 million aggregate principal amount of
indebtedness for borrowed money of the Company would rank senior to the
Subordinated Debt Securities. As of June 30, 1997, the Company had $247.1
million in aggregate principal amount of existing indebtedness for borrowed
money that would rank pari passu with the Subordinated Debt Securities. The
Subordinated Indenture does not limit the amount of debt, either secured or
unsecured, that may be issued by the Company which would be senior to the
Subordinated Debt Securities or that may be issued under the Subordinated
Indenture or otherwise. The Subordinated Debt Securities may be issued in one
or more series with the same or various maturities and may be sold at par, a
premium or an original issue discount. Subordinated Debt Securities sold at an
original issue discount may bear no interest or interest at a rate that is
below market rates.
Because the Company is a holding company, the right of the Company, and
hence the rights of creditors and shareholders of the Company, to participate
in any distribution of assets of any subsidiary upon its liquidation or
reorganization or otherwise is accordingly subject to prior claims of
creditors of the subsidiary and (in the case of an insurance subsidiary) its
policyholders, except to the extent that claims of the Company itself as a
creditor of the subsidiary may be reorganized. The subsidiaries are separate
and distinct legal entities and have no obligation, contingent or otherwise,
to pay any amounts due pursuant to the Subordinated Debt Securities or to make
any funds available therefor, whether by dividends, loans or other payments.
The payment of dividends or the making of loans and advances to the Company by
its subsidiaries may be subject to statutory or regulatory restrictions, are
contingent upon the earnings of those subsidiaries and are subject to
insurance regulation and various business considerations.
Reference is made to the Prospectus Supplement for the following terms of
the offered Subordinated Debt Securities (to the extent such terms are
applicable to such Subordinated Debt Securities): (i) the title of such
Subordinated Debt Securities or the particular series thereof; (ii) any limit
on the aggregate principal amount of such Subordinated Debt Securities; (iii)
whether such Subordinated Debt Securities are to be issuable as Registered
Securities or Bearer Securities or both, whether any of such Subordinated Debt
Securities are to be issuable initially in temporary global form and whether
any of such Subordinated Debt Securities are to be issuable in permanent
global form; (iv) the price or prices (generally expressed as a percentage of
the aggregate principal amount thereof) at which such Subordinated Debt
Securities will be issued; (v) the date or dates on which such Subordinated
Debt Securities will mature; (vi) the rate or rates per annum, or the formula
by which such rate or rates shall be determined, at which such Subordinated
Debt Securities will bear interest, if any, the
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date from which any such interest will accrue and the circumstances, if any,
under which such interest rate or interest rate formula may be reset at the
option of the Company; (vii) the Interest Payment Dates on which any such
interest on such Subordinated Debt Securities will be payable, the Regular
Record Date for any interest payable on such Subordinated Debt Securities that
are Registered Securities on any Interest Payment Date, and the extent to
which, or the manner in which any interest payable on a Global Security on an
Interest Payment Date will be paid if other than in the manner described below
under "Global Securities;" (viii) the person to whom any Registered Security
of such series will be payable, if other than the person in whose name such
Subordinated Debt Security (or one or more predecessor Subordinated Debt
Securities) is registered at the close of business on the Regular Record Date
of such interest, and the manner in which, or the person to whom, any interest
on any Bearer Security of such series will be payable, if otherwise than upon
presentation and surrender of the coupons thereto; (ix) if other than the
principal amount of such Subordinated Debt Securities, the portion of the
principal amount of such Subordinated Debt Securities which shall be payable
upon declaration of acceleration of the maturity thereof or provable in
bankruptcy; (x) any mandatory or optional sinking fund or analogous
provisions; (xi) each office or agency where, subject to the terms of the
Subordinated Indenture as described below under "Payments and Paying Agents,"
the principal of and any interest on such Subordinated Debt Securities will be
payable and each office or agency where, subject to the terms of the
Subordinated Indenture as described below under "Denominations, Registration
and Transfer," such Subordinated Debt Securities may be presented for
registration of transfer or exchange; (xii) the date, if any, after which and
the price or prices at which such Subordinated Debt Securities may, pursuant
to any optional or mandatory redemption provisions, be redeemed, in whole or
in part, and the other detailed terms and provisions of any such optional or
mandatory redemption provisions; (xiii) the denominations in which such
Subordinated Debt Securities which are Registered Securities will be issuable,
if other than denominations of U.S. $1,000 and any integral multiple thereof,
and the denomination in which such Subordinated Debt Securities which are
Bearer Securities will be issuable, if other than denominations of U.S.
$5,000; (xiv) the currency or currencies of payment of principal of and any
premium and interest on such Subordinated Debt Securities; (xv) any index used
to determine the amount of payments of principal of and any interest on such
Subordinated Debt Securities; (xvi) the application, if any, of any
restrictive covenants or events of default that are in addition to or
different from those described herein; (xvii) the form of such Subordinated
Debt Security; and (xviii) any other terms and provisions of such Subordinated
Debt Securities not inconsistent with the terms and provisions of the
Subordinated Indenture. Any such Prospectus Supplement will also describe any
special provisions for the payment of additional amounts with respect to such
Subordinated Debt Securities. Subordinated Debt Securities of any series may
be issued in one or more tranches as described in the applicable Prospectus
Supplement.
If the purchase price of any of the offered Subordinated Debt Securities is
denominated in a foreign currency or currencies or foreign currency unit or
units or if the principal of and any premium and interest on any series of
Subordinated Debt Securities is payable in a foreign currency or currencies or
foreign currency unit or units, the restrictions, elections, general tax
considerations, specific terms and other information with respect to such
issue of Subordinated Debt Securities and such foreign currency or currencies
or foreign currency unit or units will be set forth in the applicable
Prospectus Supplement.
SUBORDINATION
Indebtedness evidenced by the Subordinated Debt Securities will be
subordinated in right of payment, as set forth in the Subordinated Indenture,
to the prior payment in full of all existing and future Senior Indebtedness of
the Company. Senior Indebtedness is defined in the Subordinated Indenture as
the principal of and interest on (including any interest that accrues after or
would have accrued but for the filing of a petition initiating any proceeding
pursuant to any Bankruptcy Law, regardless of whether such interest is allowed
or permitted to the holder of such Debt against the bankruptcy or any other
insolvency estate of the Company in such proceeding) and other amounts due on
or in connection with any Debt incurred, assumed or guaranteed by the Company,
whether outstanding on the date of the Subordinated Indenture or thereafter
incurred, assumed or guaranteed, and all renewals, extensions and refundings
of any such Debt. Amounts outstanding under any Senior Debt Securities will be
included in Senior Indebtedness. Excluded from the definition of Senior
Indebtedness are the
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following: (a) any Debt which expressly provides (i) that such Debt shall not
be senior in right of payment to the Subordinated Debt Securities, or (ii)
that such Debt shall be subordinated to any other Debt of the Company, unless
such Debt expressly provides that such Debt shall be senior in right of
payment to the Subordinated Debt Securities; and (b) any Debt of the Company
in respect of the Subordinated Debt Securities.
By reason of such subordination, in the event of dissolution, insolvency,
bankruptcy or other similar proceedings, upon any distribution of assets, (i)
the holders of Subordinated Debt Securities will be required to pay over their
share of such distribution to the holders of Senior Indebtedness until such
Senior Indebtedness is paid in full; and (ii) creditors of the Company who are
not holders of Subordinated Debt Securities or holders of Senior Indebtedness
may recover less, ratably, than holders of Senior Indebtedness and may recover
more, ratably, than the holders of Subordinated Debt Securities.
In the event that the Subordinated Debt Securities are declared due and
payable prior to their Stated Maturity by reason of the occurrence of an Event
of Default, then the Company is obligated to notify promptly holders of Senior
Indebtedness of such acceleration. The Company may not pay the Subordinated
Debt Securities until 179 days have passed after such acceleration occurs and
may thereafter pay the Subordinated Debt Securities if the terms of the
Subordinated Indenture otherwise permit payment at that time.
No payment of the principal, issue price plus accrued original issue
discount (if any), redemption price, interest, if any, or any other amount
payable with respect to any Subordinated Debt Security may be made, nor may
the Company acquire any Subordinated Debt Securities except as set forth in
the Subordinated Indenture, if any default with respect to Senior Indebtedness
occurs and is continuing that permits the acceleration of the maturity thereof
and either such default is the subject of judicial proceedings or the Company
receives notice of the default, unless (a) 179 days pass after notice of the
default is given and such default is not then the subject of judicial
proceedings or the default with respect to the Senior Indebtedness is cured or
waived and (b) the terms of the Subordinated Indenture otherwise permit the
payment or acquisition of the Subordinated Debt Securities at that time.
DENOMINATIONS, REGISTRATION AND TRANSFER
The Subordinated Debt Securities will be issuable as Registered Securities,
Bearer Securities or both. Subordinated Debt Securities may be issuable in the
form of one or more Global Securities, as described below under "Global
Securities." Unless otherwise provided in the applicable Prospectus
Supplement, Registered Securities denominated in U.S. dollars will be issued
only in denominations of $1,000 or any integral multiple thereof and Bearer
Securities denominated in U.S. dollars will be issued only in denominations of
$5,000 with coupons attached. A Global Security will be issued in a
denomination equal to the aggregate principal amount of outstanding
Subordinated Debt Securities represented by such Global Security. The
Prospectus Supplement relating to Subordinated Debt Securities denominated in
a foreign or composite currency will specify the denominations thereof.
In connection with its original issuance, no Bearer Security shall be mailed
or otherwise delivered to any location in the United States (as defined below
under "Limitations on Issuance of Bearer Security") and a Bearer Security may
be delivered in connection with its original issuance only if the person
entitled to receive such Bearer Security furnishes written certification, in
the form required by the Subordinated Indenture, to the effect that such
Bearer Security is not being acquired by or on behalf of a United States
person (as defined below under "Limitations on Issuance of Bearer
Securities"), or, if a beneficial interest in such Bearer Security is being
acquired by or on behalf of a United States person, that such United States
person is a financial institution (as defined in Treasury Regulation Section
1.165-12(c)(1)(v)) that is purchasing for its own account or for the account
of a customer and which agrees to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Code, and the regulations thereunder. See
"Global Securities" and "Limitations on Issuance of Bearer Securities" below.
Registered Securities of any series will be exchangeable for other
Registered Securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations. In addition, if
Subordinated Debt Securities of any series are issuable as both Registered
Securities and as Bearer Securities, at
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the option of the holder upon request confirmed in writing, and subject to the
terms of the Subordinated Indenture, Bearer Securities (with all unmatured
coupons, except as provided below, and all matured coupons in default
attached) of such series will be exchangeable for Registered Securities of the
same series of any authorized denominations and of a like aggregate principal
amount and tenor. Unless otherwise indicated in an applicable Prospectus
Supplement, any Bearer Security surrendered in exchange for a Registered
Security between a record date and the relevant date for payment of interest
shall be surrendered without the coupon relating to such date for payment of
interest attached and interest will not be payable in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the holder of such coupon when due in accordance with the
terms of the Subordinated Indenture. Except as provided in an applicable
Prospectus Supplement, Bearer Securities will not be issued in exchange for
Registered Securities.
Subordinated Debt Securities may be presented for exchange as provided
above, and Registered Securities (other than a Global Security) may be
presented for registration of transfer (with the form of transfer duly
executed), at the office of the security registrar designated by the Company
or at the office of any transfer agent designated by the Company for such
purpose with respect to any series of Subordinated Debt Securities and
referred to in an applicable Prospectus Supplement, without service charge and
upon payment of any taxes and other governmental charges as described in the
Subordinated Indenture. Such transfer or exchange will be effected upon the
security registrar or such transfer agent, as the case may be, being satisfied
with the documents of title and identity of the person making the request. The
Company has initially appointed the Trustee as the security registrar under
the Subordinated Indenture. If a Prospectus Supplement refers to any transfer
agent (in addition to the security registrar) initially designated by the
Company with respect to any series of Subordinated Debt Securities, the
Company may at any time rescind the designation of any such transfer agent or
approve a change in the location through which any such transfer agent acts,
except that, if Subordinated Debt Securities of a series are issuable only as
Registered Securities, the Company will be required to maintain a transfer
agent in each Place of Payment for such series and, if Subordinated Debt
Securities of a series are issuable as Bearer Securities, the Company will be
required to maintain (in addition to the security registrar) a transfer agent
in a Place of Payment for such series located outside the United States. The
Company may at any time designate additional transfer agents with respect to
any series of Subordinated Debt Securities.
In the event of any redemption in part, the Company shall not be required to
(i) issue, register the transfer of or exchange Subordinated Debt Securities
of any series during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of Subordinated Debt
Securities of that series selected to be redeemed and ending at the close of
business on (a) if Subordinated Debt Securities of the series are issuable
only as Registered Securities, the day of mailing of the relevant notice of
redemption, and (b) if Subordinated Debt Securities of the series are issuable
as Bearer Securities, the day of the first publication of the relevant notice
of redemption or, if Subordinated Debt Securities of that series are also
issuable as Registered Securities and there is no publication, the mailing of
the relevant notice of redemption; (ii) register the transfer of or exchange
any Registered Security, or portion thereof, called for redemption, except the
unredeemed portion of any Registered Security being redeemed in part; or (iii)
exchange any Bearer Security called for redemption, except to exchange such
Bearer Security for a Registered Security of that series and like tenor which
is immediately surrendered for redemption.
PAYMENTS AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of and any interest on Registered Securities (other than a Global
Security) will be made at the office of such Paying Agent or Paying Agents as
the Company may designate from time to time, except that, at the option of the
Company, payment of any interest may be made by check mailed to the address of
the payee entitled thereto as such address shall appear in the Security
Register. Unless otherwise indicated in an applicable Prospectus Supplement,
payment of any installment of interest on Registered Securities will be made
to the person in whose name such Registered Security is registered at the
close of business on the Record Date for such interest payment.
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Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of and any premium and interest on Bearer Securities will be
payable (subject to applicable laws and regulations) at the offices of such
Paying Agent or Paying Agents outside the United States as the Company may
designate from time to time, except that, at the option of the Company,
payment of any interest may be made by check or by wire transfer to an account
maintained by the payee outside the United States. Unless otherwise indicated
in an applicable Prospectus Supplement, payment of interest on Bearer
Securities on any Interest Payment Date will be made only against surrender of
the coupon relating to such Interest Payment Date. No payment with respect to
any Bearer Security will be made at any office or agency of the Company in the
United States or by check mailed to any address in the United States or by
wire transfer to an account maintained in the United States. Payments will not
be made in respect of Bearer Securities or coupons appertaining thereto
pursuant to presentation to the Company or its Paying Agents within the United
States. Notwithstanding the foregoing, payment of principal of and any
interest on Bearer Securities denominated and payable in U.S. dollars will be
made at the office of the Company's Paying Agent in the United States if, and
only if, payment of the full amount thereof in U.S. dollars at all offices or
agencies outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions and the Company has delivered
to the Trustee and opinion of counsel to that effect.
Unless otherwise indicated in an applicable Prospectus Supplement, the
principal office of the Trustee in The City of New York will be designated as
the Company's sole Paying Agent for payments with respect to Subordinated Debt
Securities which are issuable solely as Registered Securities. Any Paying
Agent outside the United States and any other Paying Agent in the United
States initially designated by the Company for the Subordinated Debt
Securities will be named in the applicable Prospectus Supplement. The Company
may at any time designate additional Paying Agents or rescind the designation
of any Paying Agent or approve a change in the office through which any Paying
Agent acts, except that, if Subordinated Debt Securities of a series are
issuable only as Registered Securities, the Company will be required to
maintain a Paying Agent in each Place of Payment for such series and, if
Subordinated Debt Securities of a series are issuable as Bearer Securities,
the Company will be required to maintain (i) a Paying Agent in each Place of
Payment for such series in the United States for payments with respect to any
Registered Securities of such series (and for payments with respect to Bearer
Securities of such series in the circumstances described above, but not
otherwise), (ii) a Paying Agent in each Place of Payment located outside the
United States where Subordinated Debt Securities of such series and any
coupons appertaining thereto may be presented and surrendered for payment;
provided that if the Subordinated Debt Securities of such series are listed on
The International Stock Exchange, London or the Luxembourg Stock Exchange or
any other stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a Paying Agent in London
or Luxembourg City or any other required city located outside the United
States, as the case may be, for Subordinated Debt Securities of such series,
and (iii) a Paying Agent in each Place of Payment located outside the United
States where (subject to applicable laws and regulations) Registered
Securities of such series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company may be served
All monies paid by the Company to a Paying Agent for the payment of
principal of and any interest on any Subordinated Debt Security that remains
unclaimed at the end of two years after such principal, premium or interest
shall have become due and payable will be repaid to the Company and thereafter
the holder of such Subordinated Debt Security or any coupon appertaining
thereto will look only to the Company for payment thereof.
GLOBAL SECURITIES
The Subordinated Debt Securities of a series may be issued in whole or in
part in the form of one or more Global Securities that will be deposited with,
or on behalf of, a depository (the "Depository") identified in the Prospectus
Supplement relating to such series. Global Securities may be issued only in
fully registered form and may be issued in either temporary or permanent form.
Unless and until it is exchanged in whole or in part for the individual
Subordinated Debt Securities represented thereby, a Global Security may not be
transferred except
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as a whole by the Depository for such Global Security to a nominee of such
Depository or by a nominee of such Depository to such Depository or another
nominee of such Depository or by the Depository or any nominee of such
Depository to a successor Depository or any nominee of such successor.
The specific terms of the depository arrangement with respect to a series of
Subordinated Debt Securities will be described in the Prospectus Supplement
relating to such series. The Company anticipates that the following provisions
will generally apply to depository arrangements.
Upon the issuance of a Global Security, the Depository for such Global
Security or its nominee will credit on its book-entry registration and
transfer system the respective principal amounts of the individual
Subordinated Debt Securities represented by such Global Security to the
accounts of persons that have accounts with such Depository ("Participants").
Such accounts shall be designated by the underwriters, dealers or agents with
respect to such Subordinated Debt Securities or by the Company if such
Subordinated Debt Securities are offered and sold directly by the Company.
Ownership of beneficial interests in a Global Security will be limited to
Participants or persons that may hold interest through Participants. Ownership
of beneficial interests in such Global Security will be shown on, and the
transfer of that ownership will be effected only through, records maintained
by the applicable Depository or its nominee (with respect to interests of
Participants) and records of Participants (with respect to interests of person
who hold through Participants). The laws of some states require that certain
purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
pledge or transfer beneficial interest in a Global Security.
So long as the Depository for a Global Security or its nominee is the
registered owner of such Global Security, such Depository or such nominee, as
the case may be, will be considered the sole owner or holder of the
Subordinated Debt Securities represented by such Global Security for all
purposes under the Subordinated Indenture. Except as provided below, owners of
beneficial interests in a Global Security will not be entitled to have any of
the individual Subordinated Debt Securities of the series represented by such
Global Security registered in their names, will not receive or be entitled to
receive physical delivery of any such Subordinated Debt Securities of such
series in definitive form and will not be considered the owners or holders
thereof under the Subordinated Indenture.
Payments of principal of and any premium and any interest on individual
Subordinated Debt Securities represented by a Global Security registered in
the name of a Depository or its nominee will be made to the Depository or its
nominee, as the case may be, as the registered owner of the Global Security
representing such Subordinated Debt Securities. None of the Company, the
Trustee, any Paying Agent or the Security Registrar for such Subordinated Debt
Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interest in Global Security for such Subordinated Debt Securities or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
The Company expects that the Depository for a series of Subordinated Debt
Securities or its nominee, upon receipt of any payment of principal, premium
or interest in respect of a permanent Global Security representing any of such
Subordinated Debt Securities, immediately will credit Participants' accounts
with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Security for such
Subordinated Debt Securities as shown on the records of such Depository or its
nominee. The Company also expects that payments by Participants to owners of
beneficial interests in such Global Security held through such Participants
will be governed by standing instructions and customary practices, as is now
the case with securities held for the accounts of customers in bearer form or
registered in "street name." Such payments will be the responsibility of such
Participants.
If a Depository for a series of Subordinated Debt Securities is at any time
unwilling, unable or ineligible to continue as depository and a successor
depository is not appointed by the Company within 90 days, the Company will
issue individual Subordinated Debt Securities of such series in exchange for
the Global Security representing
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such series of Subordinated Debt Securities. In addition, the Company may, at
any time and in its sole discretion, subject to any limitations described in
the Prospectus Supplement relating to such Subordinated Debt Securities,
determine not to have any Subordinated Debt Securities of such series
represented by one or more Global Securities and, in such event, will issue
individual Subordinated Debt Securities of such series in exchange for the
Global Security or Securities representing such series of Subordinated Debt
Securities. Individual Subordinated Debt Securities of such series so issued
will be issued in denominations, unless otherwise specified by the Company, of
$1,000 and integral multiples thereof.
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
In compliance with United States federal tax laws and regulations, Bearer
Securities may not be offered, sold, resold or delivered in connection with
their original issuance in the United States or to United States persons (each
as defined below) other than to a Qualifying Branch of a United States
Financial Institution (as defined below), and any underwriters, agents and
dealers participating in the offering of Subordinated Debt Securities must
agree that they will not offer any Bearer Securities for sale or resale in the
United States or to United States persons (other than a Qualifying Branch of a
United States Financial Institution) nor deliver Bearer Securities within the
United States. In addition, any such underwriters, agents and dealers must
agree to send confirmations to each purchaser of a Bearer Security confirming
that such purchaser represents that it is not a United States person or is a
Qualifying Branch of a United States Financial Institution and, if such person
is a dealer, that it will send similar confirmations to purchasers from it.
The term "Qualifying Foreign Branch of a United States Financial Institution"
means a branch located outside the United States of a United States securities
clearing organization, bank or other financial institution listed under
Treasury Regulation Section 1.165-12(c)(1)(v) that agrees to comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Code and the
regulations thereunder.
Bearer Securities and any coupons appertaining thereto will bear a legend
substantially to the following effect: "Any United States person who holds
this obligation will be subject to limitations under the United States income
tax laws, including the limitations provided in Sections 165(j) and 1287(a) of
the Internal Revenue Code." Under Sections 165(j) and 1287(a) of the Code,
holders that are United States persons, with certain exceptions, will not be
entitled to deduct any loss on Bearer Securities and must treat as ordinary
income any gain realized on the sale or other disposition (including the
receipt of principal) of Bearer Securities.
The term "United States person" means a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or
under the laws of the United States or of any political subdivision thereof,
an estate or, for taxable years beginning before January 1, 1997, a trust the
income of which is subject to United States federal income taxation regardless
of its source or, for taxable years beginning after December 31, 1996, a trust
if a U.S. court is able to exercise primary supervision over the
administration of the trust and one or more U.S. fiduciaries have the
authority to control all substantial decisions of the trust, and the term
"United States" means the United States of America (including the states and
the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction (including the Commonwealth of Puerto Rico).
DEFEASANCE
The Subordinated Indenture provides that the Company will be discharged from
any and all obligations in respect of the Subordinated Debt Securities of any
series (except for certain obligations to register the transfer or exchange of
Subordinated Debt Securities of such series, to replace stolen, lost or
mutilated Subordinated Debt Securities of such series, to maintain paying
agencies and to hold monies for payment in trust) upon the deposit with the
Trustee for such series of Subordinated Debt Securities in trust of money
and/or U.S. Government Obligations (as defined below) which through the
payment of interest and principal in respect thereof in accordance with their
terms will provide money in an amount sufficient to pay the principal of and
each installment of interest, if any, on the Subordinated Debt Securities of
such series on the maturity of such payments in accordance with the terms of
the Indenture and the Subordinated Debt Securities of such series. Such a
trust may only be established if, among other things, the Company has
delivered to such Trustee an Opinion of Counsel (who may be counsel for the
Company) of the effect that (i) holders of the Subordinated Debt Securities of
such series will not recognize income, gain or loss for federal income tax
purposes as a result
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of such deposit, defeasance and discharge and will be subject to federal
income tax on the same amounts and in the same manner and at the same times,
as would has been the case if such deposit, defeasance and discharge had not
occurred, and (ii) the Subordinated Debt Securities of such series, if then
listed on The New York Stock Exchange, will not be delisted as a result of
such deposit, defeasance and discharge.
The Subordinated Indenture provides that, if applicable, the Company may
omit to comply with any additional restrictive covenants imposed on the
Company in connection with the establishment of any series of Subordinated
Debt Securities and that clause (d) under "Events of Default" with respect to
such restrictive covenants and clause (e) under "Events of Default" shall not
be deemed to be an Event of Default under the Subordinated Indenture and the
Subordinated Debt Securities of any series, upon the deposit with the Trustee
under the Subordinated Indenture, in trust of money and/or U.S. Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of, and each installment of interest, if any,
on the Subordinated Debt Securities of such series on the maturity of such
payments in accordance with the terms of the Subordinated Indenture and the
Subordinated Debt Securities of such series. The obligations of the Company
under the Subordinated Indenture and the Subordinated Debt Securities of such
series other than with respect to the covenants referred to above and the
Events of Default other than the Events of Default referred to above shall
remain in full force and effect. Such a trust may only be established if,
among other things, the Company has delivered to the Trustee an Opinion of
Counsel (who may be counsel for the Company) to the effect that (i) the
holders of the Subordinated Debt Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such
deposit and defeasance of certain covenants and Events of Default and will be
subject to federal income tax on the same amounts and in the same manner and
at the same times, as would have been the case if such deposit and defeasance
had not occurred, and (ii) the Subordinated Debt Securities of such series, if
then listed on The New York Stock Exchange, will not be delisted as a result
of such deposit and defeasance.
In the event the Company exercises its option to omit compliance with
certain covenants of the Subordinated Indenture with respect to the
Subordinated Debt Securities of any series as described above and the
Subordinated Debt Securities of such series are declared due and payable
because of the occurrence of any Event of Default other than an Event of
Default described in clauses (d) or (e) under "Events of Default," the amount
of money and U.S. Government Obligations on deposit with the Trustee will be
sufficient to pay amounts due on the Subordinated Debt Securities of such
series at the time of their stated maturity but may not be sufficient to pay
amounts due on the Subordinated Debt Securities of such series at the time of
the acceleration resulting from such Event of Default. However, the Company
will remain liable for such payments.
The term "U.S. Government Obligation" means direct noncallable obligations
of, or noncallable obligations guaranteed by, the United States or an agency
thereof for the payment of which guarantee or obligation, the full faith and
credit of the United States is pledged.
MODIFICATION OF THE SUBORDINATED INDENTURE
The Subordinated Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of a majority of the principal
amount of the Subordinated Debt Securities of each series then outstanding, to
execute supplemental indentures adding any provisions to or changing or
eliminating any of the provisions of the Subordinated Indenture or modifying
the rights of the holders of the Subordinated Debt Securities of such series,
except that no such supplemental indenture may, among other things, (i) extend
the final maturity of any Subordinated Debt Securities, or reduce the rate or
extend the time of payment of interest thereon, or reduce the principal amount
thereof, impair the right to institute suit for payment thereof or reduce any
amount payable upon any redemption thereof without the consent of the holder
of the Subordinated Debt Security so affected, or (ii) reduce the aforesaid
percentage of Subordinated Debt Securities, the consent of the holders of
which is required for any such supplemental indenture, without the consent of
the holders of all outstanding Subordinated Debt Securities. The Board of
Directors of the Company does not have the power to waive any of the covenants
of the Subordinated Indenture including those relating to consolidation,
merger or sale of assets.
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EVENTS OF DEFAULT
An Event of Default with respect to any series of Subordinated Debt
Securities is defined in the Subordinated Indenture as being: (a) default by
the Company for 30 days in the payment of any installment of interest on the
Subordinated Debt Securities of such series; (b) default by the Company in the
payment of any principal on the Subordinated Debt Securities of such series;
(c) default by the Company in the payment of any sinking fund installment with
respect to such series of Subordinated Debt Securities; (d) default by the
Company in the performance of any of the agreements in the Subordinated
Indenture contained therein for the benefit of the Debt Securities of such
series which shall not have been remedied within a period of 60 days after
receipt of written notice by the Company from the Trustee for such series of
Subordinated Debt Securities or by the Company and such Trustee from the
holders of not less than 25% in principal amount of the Subordinated Debt
Securities of such series then outstanding; (e) with respect to any series of
Subordinated Debt Securities (unless otherwise specified in the accompanying
Prospectus Supplement), the acceleration, or failure to pay at maturity, of
any indebtedness for money borrowed of the Company exceeding $20,000,000 in
principal amount, which acceleration is not rescinded or annulled or
indebtedness paid within 15 days after the date on which written notice
thereof shall have first been given to the Company as provided in the
Subordinated Indenture; (f) certain events of bankruptcy, insolvency or
reorganization of the Company; or (g) any other Event of Default established
in accordance with the Subordinated Indenture with respect to any series of
Subordinated Debt Securities. No Event of Default (other than an Event of
Default under clause (f)) described above with respect to a particular series
of Subordinated Debt Securities necessarily constitutes an Event of Default
with respect to any other series of Subordinated Debt Securities.
The Subordinated Indenture provides that if an Event of Default with respect
to any series of Subordinated Debt Securities shall have occurred and be
continuing, either the Trustee with respect to the Subordinated Debt
Securities of that series or the holders of at least 25% in aggregate
principal amount of Subordinated Debt Securities of that series then
outstanding may declare the principal amount (or, if the Subordinated Debt
Securities of that series were sold at an original issue discount, such
portion of the principal amount as may be specified in the terms of that
series) of all the Subordinated Debt Securities of that series and interest,
if any, accrued thereon to be due and payable immediately, but upon certain
conditions such declaration may be annulled and past defaults (except, unless
theretofore cured, a default in payment of principal of or interest on
Subordinated Debt Securities of that series) may be waived by the holders of a
majority in principal amount of the Subordinated Debt Securities of that
series then outstanding.
The Subordinated Indenture contains a provision entitling the Trustee with
respect to any series of Subordinated Debt Securities, subject to the duty of
the Trustee during default to act with the required standard of care, to be
indemnified by the holders of Subordinated Debt Securities of such series
before proceeding to exercise any right or power under the Subordinated
Indenture at the request of the holders of such Subordinated Debt Securities.
The Subordinated Indenture also provides that the holders of a majority in
principal amount of the outstanding Subordinated Debt Securities of any series
may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee for such series of Subordinated Debt
Securities, or exercising any trust or power conferred on such Trustee, with
respect to the Subordinated Debt Securities of such series. The Subordinated
Indenture contains a covenant that the Company will file annually with the
Trustee a certificate as to the absence of any default or specifying any
default that exists.
No holder of any Subordinated Debt Security of any series will have any
right to institute any proceeding with respect to the Subordinated Indenture
or for any remedy thereunder, unless such holder shall have previously given
the Trustee for such series of Subordinated Debt Securities written notice of
an Event of Default with respect to Subordinated Debt Securities of that
series and unless also the holders of at least 25% in aggregate principal
amount of the outstanding Subordinated Debt Securities of that series shall
have made written request, and offered reasonable indemnity, to such Trustee
to institute such proceeding as trustee, and such Trustee shall not have
received from the holders of a majority in aggregate principal amount of the
outstanding Subordinated Debt Securities of that series a direction
inconsistent with such request and shall have failed to institute such
proceeding within 60 days. However, any right of a holder of any Subordinated
Debt Security to receive payment
20
<PAGE>
of the principal of and any interest on such Subordinated Debt Security on or
after the due dates expressed in such Subordinated Debt Security and to
institute suit for the enforcement of any such payment on or after such dates
shall not be impaired or affected without the consent of such holder.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company covenants that it will not merge or consolidate with any other
corporation or sell or convey all or substantially all of its assets to any
Person, unless (i) either the Company shall be the continuing corporation, or
the successor corporation or the Person which acquires by sale or conveyance
substantially all of the assets of the Company (if other than the Company)
shall be a corporation organized under the laws of the United States or any
state thereof and shall expressly assume the due and punctual payment of the
principal of and interest on all the Subordinated Debt Securities, according
to their tenor, and the due and punctual performance and observance of all of
the covenants and conditions of the Subordinated Indenture to be performed or
observed by the Company, by supplemental indenture satisfactory to the
Trustee, executed and delivered to the Trustee by such corporation, and (ii)
the Company or such successor corporation, as the case may be, shall not,
immediately after such merger or consolidation, or such sale or conveyance, be
in default in the performance of any such covenants or condition.
Other than the covenants described above, or as set forth in any
accompanying Prospectus Supplement, the Subordinated Indenture and the
Subordinated Debt Securities do not contain any covenants or other provisions
designed to afford holders of the Subordinated Debt Securities protection in
the event of a takeover, recapitalization or highly leveraged transaction
involving the Company.
NO PERSONAL LIABILITY
No past, present or future director, officer, employee or stockholder, as
such, of the Company or any successor thereof shall have any liability for any
obligations of the Company under the Subordinated Debt Securities or the
Subordinated Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each holder of Debt Securities by
accepting such Subordinated Debt Security waives and releases all such
liability. The waiver and release are part of the consideration for the issue
of the Debt Securities.
THE TRUSTEE
The Trustee in its individual or any other capacity may become the owner or
pledgee of Subordinated Debt Securities and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not
the Trustee provided it complies with the terms of the Subordinated Indenture.
DESCRIPTION OF PREFERRED STOCK
The Company is authorized to issue up to 12,500,000 shares of Preferred
Stock, without par value, in one or more series. All shares of Preferred
Stock, irrespective of series, constitute one and the same class. The
following description of the terms of the Preferred Stock sets forth certain
general terms and provisions of the Preferred Stock. Certain terms of any
series of Preferred Stock offered by the Prospectus Supplement will be
described in the Prospectus Supplement relating to such series of Preferred
Stock. If so indicated in the Prospectus Supplement, the terms of any such
series may differ from the terms set forth below. The Company has outstanding
750 shares each of Money Market Cumulative PreferredTM Stock, Series E and
Series F with a liquidation preference of $100,000 per share.
21
<PAGE>
GENERAL
The Board of Directors is authorized to establish and designate series and
to fix the number of shares and the relative rights, preferences and
limitations of the respective series of Preferred Stock including: (1) the
designation and number of shares comprising such series, which may be
increased or decreased from time to time by the Board of Directors; (2) the
dividend rate or rates on the shares of such series and the relation which
such dividends bear to the dividends payable on any other class or classes or
of any other series of capital stock, the terms and conditions upon which and
the periods in respect of which dividends shall be payable, whether and upon
what conditions such dividends shall be cumulative and, if cumulative the
dates from which dividends shall accumulate; (3) whether the shares of such
series shall be redeemable, the limitations and restrictions with respect to
such redemption, the time or times when, the price or prices at which and the
manner in which such shares shall be redeemable, including the manner of
selecting shares of such series for redemption if less than all shares are to
be redeemed; (4) the rights to which the holders of shares of such series
shall be entitled, and the preferences, if any, over any other series (or of
any other series over such series), upon the voluntary or involuntary
liquidation, dissolution, distribution of assets or winding-up of the Company,
which rights may vary depending on whether such liquidation, dissolution,
distribution or winding-up is voluntary or involuntary, and, if voluntary, may
vary at different dates; (5) whether the shares of such series shall be
subject to the operation of a purchase, retirement or sinking fund, and, if
so, whether and upon what conditions such purchase, retirement or sinking fund
shall be cumulative or noncumulative, the extent to which and the manner in
which such fund shall be applied to the purchase or redemption of the shares
of such series for retirement or to other corporate purposes and the terms and
provisions relative to the operation thereof; (6) whether the shares of such
series shall be convertible into or exchangeable for shares of any other class
or classes or of any other series of any class or classes of capital stock of
the Company, and, if so convertible or exchangeable, the price or prices or
the rate or rates of conversion or exchange and the method, if any, of
adjusting the same, and any other terms and conditions of such conversion or
exchange; (7) the voting powers, full and/or limited, if any, of the shares of
such series; and whether and under what conditions the shares of such series
(alone or together with the shares of one or more other series having similar
provisions) shall be entitled to vote separately as a single class, for the
election of one or more additional directors of the Company in case of
dividend arrearages or other specified events, or upon other matters; (8)
whether the issuance of any additional shares of such series, or of any shares
of any other series, shall be subject to restrictions as to issuance, or as to
the powers, preferences or rights of any such other series; and (9) any other
preferences, privileges and powers, and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions of such
series, as the Board of Directors may deem advisable. Unless otherwise
specifically set forth in the Prospectus Supplement relating to a series of
Preferred Stock, all shares of Preferred Stock shall be equal rank, preference
and priority as to dividends; when the stated dividends are not paid in full,
the shares of all series of the Preferred Stock shall share ratably in any
payment thereof; and upon liquidation, dissolution or winding up, if assets
are insufficient to pay in full all Preferred Stock, then such assets shall be
distributed among the holders ratably.
Because the Company is a holding company, the right of the Company, and
hence the rights of creditors and shareholders of the Company, to participate
in any distribution of assets of any subsidiary upon its liquidation or
reorganization or otherwise is accordingly subject to prior claims of
creditors of the subsidiary and (in the case of an insurance subsidiary) its
policyholders, except to the extent that claims of the Company itself as a
creditor of the subsidiary may be recognized. The subsidiaries are separate
and distinct legal entities and have no obligation, contingent or otherwise,
to pay dividends on the Preferred Stock or to make any funds available
therefor, whether by dividends, loans or other payments. The payment of
dividends or the making of loans and advances to the Company by its
subsidiaries may be subject to statutory or regulatory restrictions, are
contingent upon the earnings of those subsidiaries and are subject to
insurance regulation and various business considerations.
The description of certain provisions of the Preferred Stock set forth below
does not purport to be complete and is subject to and qualified in its
entirety by reference to the Restated Certificate of Incorporation and the
Certificate of Designations that relates to a particular series of Preferred
Stock which will be filed with the Commission at or prior to the time of the
sale of the related Preferred Stock.
22
<PAGE>
DIVIDEND RIGHTS
Except as may be set forth in the Prospectus Supplement relating to a series
of Preferred Stock, the holders of Preferred Stock shall be entitled to
receive, but only when and as declared by the Board of Directors out of funds
legally available for that purpose, cash dividends at the rates and on the
dates set forth in the Prospectus Supplement relating to a particular series
of Preferred Stock. Such rate may be fixed or variable. Each such dividend
will be payable to the holders of record as they appear on the stock books of
the Company on such record dates as will be fixed by the Board of Directors of
the Company or a duly authorized committee thereof. Dividends payable on the
Preferred Stock for any period less than a full dividend period (being the
period between such dividend payment dates) will be computed on the bases of
the actual number of days elapsed over a 360 day year and for a period of a
full dividend period, will be computed on the basis of a 360 day year
consisting of twelve 30 day months. Except as may be set forth in the
Prospectus Supplement relating to a series of Preferred Stock, such dividends
shall be payable from, and shall be cumulative from, the date of original
issue of each share, so that if in any dividend period dividends at the rate
or rates as described in the Prospectus Supplement relating to such series of
Preferred Stock shall not have been declared and paid or set apart for payment
on all outstanding shares of Preferred Stock for such dividend period and all
preceding dividend periods from and after the first day from which dividends
are cumulative, then the aggregate deficiency shall be declared and fully paid
or set apart for payment, but without interest, before any dividends shall be
declared or paid or set apart for payment on the Common Stock by the Company.
After payment in full of all dividend arrearages on the Preferred Stock,
dividends on the Common Stock may be declared and paid out of funds legally
available for that purpose as the Board of Directors may determine.
REDEMPTION
The Company will have such rights, if any, to redeem shares of Preferred
Stock, and the holders of Preferred Stock will have such rights, if any, to
cause the Company to redeem shares of Preferred Stock, as may be set forth in
the Prospectus Supplement relating to a series of Preferred Stock.
CONVERSION OR EXCHANGE
The holders of Preferred Stock will have such rights, if any, to convert
such shares into or to exchange such shares for, shares of any other class or
classes, or of any other series of any class, of the capital stock of the
Company and/or other property or cash, as may be set forth in the Prospectus
Supplement relating to a series of Preferred Stock.
VOTING RIGHTS
The holders of Preferred Stock will have such voting rights, if any, as may
be set forth in the Prospectus Supplement relating to a series of Preferred
Stock. Unless and except to the extent required by law or provided by the
Board of Directors, holders of Preferred Stock shall have no voting power with
respect to any matter. In no event shall the Preferred Stock be entitled to
more than one vote per share in respect of each share of stock.
The holders of the outstanding shares of a series of Preferred Stock shall
be entitled to vote as a class upon a proposed amendment, whether or not
entitled to vote thereon by the Restated Certificate of Incorporation if the
amendment would increase or decrease the aggregate number of authorized shares
of such series of Preferred Stock, increase or decrease the par value of the
shares of such series of Preferred Stock, or alter or change the powers,
preferences, or special rights of the shares of such series of Preferred Stock
so as to affect them adversely. If any proposed amendment would alter or
change the powers, preferences, or special rights of oneor more series of
Preferred Stock so as to affect them adversely, but shall not so affect the
entire series, then only the shares of the series so affected by the amendment
shall be considered a separate series for purposes of this paragraph. The
number of authorized shares of any such series of Preferred Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the stock
of the Company entitled to vote irrespective of the previous two sentences, if
so provided
23
<PAGE>
in the Restated Certificate of Incorporation, in any amendment thereto which
created such series of Preferred Stock or which was adopted prior to the
issuance of any shares of any such series of Preferred Stock, or in any
amendment thereto which was authorized by a resolution or resolutions adopted
by the affirmative vote of the holders of a majority of such series of
Preferred Stock. This paragraph reflects legal requirements under current
Delaware law and is subject to any amendments to such law.
The foregoing voting provisions will not apply if, in connection with the
matters specified, provision is made for the redemption or retirement of all
outstanding Preferred Stock.
LIQUIDATION RIGHTS
Upon any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, holders of Preferred Stock will have such
preferences and priorities, if any, with respect to distribution of the assets
of the Company or the proceeds thereof as may be set forth in the Prospectus
Supplement relating to a series of Preferred Stock.
MISCELLANEOUS
The transfer agent, dividend disbursing agent and registrar for the
Preferred Stock issued in connection with the Prospectus will be as set forth
in the Prospectus Supplement. The holder of Preferred Stock, including any
Preferred Stock issued in connection with this Prospectus, will not have any
preemptive rights to purchase or subscribe for any shares of any class or
other securities of any type of the Company. When issued, the Preferred Stock
will be fully paid and nonassessable. The Certificate of Designations setting
forth the provisions of each series of Preferred Stock will become effective
after the date of this Prospectus but on or before issuance of the related
series of Preferred Stock.
PLAN OF DISTRIBUTION
The Company may sell the Offered Securities: (i) through underwriters or
dealers; (ii) through agents; (iii) directly to one or more purchasers; or
(iv) through a combination of any such method of sale. The Prospectus
Supplement with respect to the Offered Securities will set forth the terms of
the offering of such Offered Securities, including the name or names of any
underwriters, dealers or agents, the purchase price of such Offered Securities
and the proceeds to the Company from such sale, any underwriter discounts and
other items constituting compensation to underwriters, dealers or agents, any
initial public offering price, any discounts or concessions allowed or
reallowed or paid by underwriters or dealers to other dealers and any
securities exchanges on which such Offered Securities may be listed.
If underwriters or dealers are used in the sale, the Offered Securities will
be acquired by the underwriters or dealers for their own accounts and may be
resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price, which may be changed, or at
varying prices determined at the time of sale. The Offered Securities may be
offered to the public either through underwriting syndicates represented by
one or more managing underwriters or directly by one or more of such firms.
Unless otherwise set forth in the Prospectus Supplement, the obligations of
the underwriters to purchase such Offered Securities will be subject to
certain conditions precedent, and the underwriters will be obligated to
purchase all of such Offered Securities if any are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters, dealers, or agents to solicit offers by certain specified
institutions to purchase Offered Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in
the future. Such contracts will be subject only to those conditions set forth
in the Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for
24
<PAGE>
solicitation of such contracts. The underwriters and other persons soliciting
such contracts will have no responsibility for the validity of any such
contracts.
Underwriters, dealers and agents may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to
contribution by the Company to payments they may be required to make in
respect thereof. Underwriters, dealers and agents may be customers of, engage
in transactions with, or perform services for the Company in the ordinary
course of business.
There is currently no market for the Securities. If the Securities are
traded after the initial issuance, they may trade at a discount from their
initial offering price, depending upon prevailing interest rates, the market
for similar securities and other factors. While it is possible that an
underwriter could inform the Company that it intended to make a market in the
Securities, such underwriter would not be obligated to do so, and any such
market making could be discontinued at any time without notice. Therefore, no
assurance can be given as to whether an active trading market will develop for
the Securities. Unless otherwise indicated in the applicable Prospectus
Supplement, the Company does not intend to apply for listing of the Securities
on any securities exchange or on the National Association of Securities
Dealers, Inc. automated quotation system.
LEGAL MATTERS
The validity of the issuance of the Securities and certain other legal
matters in connection with the securities offered hereby will be passed upon
for the Company by Donald M. Lowry, Senior Vice President, Secretary and
General Counsel of the Company and by Mayer, Brown & Platt, Chicago, Illinois.
EXPERTS
The consolidated financial statements and the related consolidated financial
statement schedules incorporated by reference in this Prospectus from the
Company's Annual Report on Form 10-K have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their reports which have been
incorporated herein by reference and have been so incorporated in reliance
upon the reports of such firm given on their authority as experts in
accounting and auditing.
25
<PAGE>
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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFOR-
MATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPO-
RATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS IN CONNEC-
TION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE DE-
LIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HERE-
UNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR SO-
LICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS
NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
PROSPECTUS SUPPLEMENT
<S> <C>
The Company................................................................ S-2
Use of Proceeds............................................................ S-3
Capitalization............................................................. S-4
Selected Condensed Consolidated Financial Information...................... S-5
Business................................................................... S-7
Risk Factors............................................................... S-13
Description of the Notes................................................... S-18
Underwriting............................................................... S-19
Legal Opinions............................................................. S-20
Experts.................................................................... S-20
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Description of Senior Debt Securities...................................... 3
Description of Subordinated Debt Securities................................ 12
Description of Preferred Stock............................................. 21
Plan of Distribution....................................................... 24
Legal Matters.............................................................. 25
Experts.................................................................... 25
</TABLE>
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$ 00,000,000
CNA FINANCIAL
CORPORATION
% NOTES
DUE ,
20
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PROSPECTUS SUPPLEMENT
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MERRILL LYNCH & CO.
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
SALOMON SMITH BARNEY
ABN AMRO CHICAGO CORPORATION
JANUARY , 1998
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