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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: February 5, 2004
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(Date of earliest event reported): February 5, 2004
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LOEWS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-6541 13-2646102
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
667 Madison Avenue, New York, N.Y. 10021-8087
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (212) 521-2000
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
Exhibit No. Description
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99.1 CNA Financial Corporation press release, issued
February 5, 2004.
Item 9. Regulation FD Disclosure
On February 5, 2004, CNA Financial Corporation, a 90% owned subsidiary,
issued a press release announcing that it has entered into a definitive
agreement to sell its individual life business to Swiss Re Life & Health
America Inc. for approximately $690 million. A copy of the press release is
attached as Exhibit 99.1 to this Form 8-K.
The information in this Report (including the exhibit) is being furnished
and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. The information in this Report shall not be
deemed incorporated by reference into any filing under the Securities Act of
1933, as amended, except as expressly set forth by specific reference in such
filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LOEWS CORPORATION
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Dated: February 5, 2004 By: /s/ Gary W. Garson
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Gary W. Garson,
Senior Vice President,
General Counsel and
Secretary
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Exhibit 99.1
CNA
FOR IMMEDIATE RELEASE
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CONTACT:
MEDIA: ANALYSTS:
Charles M. Boesel, 312/822-2592 Dawn M. Jaffray, 312/822-7757
Katrina W. Parker, 312/822-5167
CNA FINANCIAL ANNOUNCES AGREEMENT
TO SELL INDIVIDUAL LIFE INSURANCE BUSINESS
CHICAGO, February 5, 2004 --- CNA Financial Corporation (NYSE: CNA) today
announced that it has entered into a definitive agreement to sell its
individual life insurance business to Swiss Re Life & Health America Inc.
(Swiss Re) for approximately $690 million. The business sold includes term,
universal and permanent life insurance policies and individual annuity
products. CNA's individual long term care and structured settlement businesses
are excluded from the sale. Additionally, the Nashville, Tennessee insurance
servicing and administration building will be acquired by Swiss Re as part of
the sale. Under terms of the agreement, CNA will stop accepting new
applications for individual life and annuity products as of March 5, 2004. The
transaction is expected to be completed on or before March 31, 2004, subject
to certain customary closing conditions and regulatory approvals. Upon
completion of the sale, it is anticipated that approximately 300 employees
will transfer to Swiss Re.
"The sale of CNA's life operations allows us to focus on our core property and
casualty businesses," stated Stephen W. Lilienthal, Chairman and Chief
Executive Officer of the CNA insurance companies. "In addition, this
transaction demonstrates our commitment and ability to deliver on our
previously announced capital plan."
The purchase price is subject to certain adjustments including changes in the
level of statutory surplus through the closing date. The sale is expected to
provide additional capital in excess of $400 million to CNA's principal
insurance subsidiary, Continental Casualty Company (CCC), as contemplated in
CNA's recently announced capital plan. CNA expects to recognize an after-tax
GAAP loss of approximately $300 million on the sale in the first quarter of
2004; however, this amount will fluctuate for changes in the market value of
the investments supporting this business.
As part of CNA's focus on core property and casualty businesses, CNA has also
announced the decision to cease new sales in its structured settlement and
institutional markets businesses. CNA will continue to service its existing
customer commitments and will manage these businesses as a run-off operation.
CCC will provide credit enhancement to Continental Assurance Company (CAC) for
certain of CAC's investment and specialty medical products.
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About CNA
CNA is the country's fourth largest commercial insurance writer and the 11th
largest property and casualty company. CNA's insurance products include
standard commercial lines, specialty lines, surety, marine and other property
and casualty coverages. CNA services include risk management, information
services, underwriting, risk control and claims administration. For more
information, please visit CNA at www.cna.com. CNA is a registered service
mark, trade name and domain name of CNA Financial Corporation.
About Swiss Re
Swiss Re is a leading reinsurer and the world's largest life and health
reinsurer. The company is global, operating from 70 offices in 30 countries.
Since its foundation in 1863, Swiss Re has been in the reinsurance business.
Swiss Re has three business groups: Property & Casualty, Life & Health and
Financial Services. Swiss Re offers a wide range of traditional reinsurance
products and related services, which are complemented by insurance-based
corporate finance solutions and supplementary services. Swiss Re is rated "AA"
by Standard & Poor's, "Aa1" by Moody's and "A+" by A.M. Best.
FORWARD-LOOKING STATEMENT
The statements contained in this press release, which are not historical
facts, are forward-looking statements. When included in this press release,
the words "believes," "expects," "intends," "anticipates," "estimates," and
analogous expressions are intended to identify forward-looking statements.
Forward-looking statements include expected developments in the insurance
business of CNA (the "Company"), including losses for asbestos, environmental
pollution and mass tort claims; the Company's expectations concerning its
revenues, earnings, expenses and investment activities; expected cost savings
and other results from the Company's expense reduction and restructuring
activities; and the Company's proposed actions in response to trends in its
business.
Such statements, and the financial condition and results of operations of the
Company and the price of the Company's common stock, are subject to a variety
of inherent risks and uncertainties. These risks and uncertainties could cause
actual results to differ materially from those projected. Such risks and
uncertainties include, among others: general economic and business conditions,
including inflationary pressures on medical care costs, construction costs and
other economic sectors that increase the severity of claims; changes in
financial markets such as fluctuations in interest rates, long-term periods of
low interest rates, credit conditions and currency, commodity and stock
prices; the effects of corporate bankruptcies, such as Enron and WorldCom, on
surety bond claims, as well as on capital markets and on the markets for
directors & officers and errors & omissions coverages; changes in foreign or
domestic political, social and economic conditions; regulatory initiatives and
compliance with governmental regulations; judicial decisions and rulings,
including interpretation of policy provisions, decisions regarding coverage
and theories of liability, trends in litigation and the outcome of any
litigation involving the Company; changes in tax laws and regulations;
regulatory limitations and restrictions upon the Company and its insurance
subsidiaries; the impact of competitive products, policies and pricing and the
competitive environment in which the Company operates, including changes in
the Company's books of business; product and policy availability and demand
and market responses, including the level of ability to obtain rate increases
and decline or non-renew underpriced accounts, to achieve premium targets and
profitability and to realize growth and retention estimates; development of
claims and the impact on loss reserves, including changes in claim settlement
practices; the effectiveness of current initiatives by claims management to
reduce loss and expense ratio through more efficacious claims handling
techniques; the performance of reinsurance companies under reinsurance
contracts with the Company; results of financing efforts, including the
availability of bank credit facilities; changes in the Company's composition
of operating segments; weather and other natural physical events, including
the severity and frequency of storms, hail, snowfall and other winter
conditions, as well as of natural disasters such as hurricanes and
earthquakes; man-made disasters, including the possible occurrence of
terrorist attacks and the effect of the absence of applicable terrorism
legislation on coverages; the occurrence of epidemics; exposure to liabilities
due to claims made by insureds and others relating to asbestos remediation and
health-based asbestos impairments, and exposure to liabilities for
environmental pollution and other mass tort claims; whether a national
privately financed trust to replace litigation of asbestos claims with
payments to claimants from the trust will be established or approved through
federal legislation, or, if established and approved, whether it will contain
funding requirements in excess of the Company's established loss reserves or
carried loss reserves; the sufficiency of the Company's loss reserves and the
possibility of future increases in reserves; the level of success in
integrating acquired businesses and operations, and in consolidating existing
ones; the possibility of changes in the Company's ratings by ratings agencies,
including the inability to access certain markets or distribution channels and
the required collateralization of future payment obligations as a result of
such changes, and changes in rating agency policies and practices; the actual
closing of contemplated transactions and agreements; and various other matters
and risks (many of which are beyond the Company's control) detailed in the
Company's Securities and Exchange Commission filings.
These forward-looking statements speak only as of the date of this press
release. The Company expressly disclaims any obligation or undertaking to
release any updates or revisions to any forward-looking statement contained in
this press release 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.
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