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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) December 7, 1994
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LOEWS CORPORATION
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(Exact Name of Registrant as Specified in 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) 545-2000
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(Former Name or Former Address, if Changed Since Last Report)
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Page 1 of 2 Pages
Item 5. Other Events.
On December 6, 1994, CNA Financial Corporation ("CNA"), an 84% owned
subsidiary of Loews Corporation, issued a press release which stated
that CNA and The Continental Corporation ("Continental") signed an
agreement under which CNA will acquire Continental through a cash merger
for $1.1 billion. A copy of the press release is attached hereto as
Exhibit 99.01 and is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
LOEWS CORPORATION
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(Registrant)
Dated: December 7, 1994 By: /s/ Barry Hirsch
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Barry Hirsch
Senior Vice President
Page 2 of 2 Pages
EXHIBIT 99.01
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CNA Media Contacts: Arthur O'Connor
Dave Thomson Continental Public Relations
CNA Public Relations 212-440-7975
312-822-2084
Carrie Rosen Sherrie Saag
CNA Media Relations CNA Media Relations
212-822-5819 312-822-2085
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NEWS CNA Insurance Companies
CNA Plaza
Chicago, Illinois 60685
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FOR IMMEDIATE RELEASE
CNA FINANCIAL CORPORATION TO ACQUIRE
THE CONTINENTAL CORPORATION FOR $1.1 BILLION
CHICAGO, December 6, 1994 - CNA Financial Corporation (CNA) and The
Continental Corporation (Continental) today have signed an agreement
under which CNA will acquire Continental through a cash merger for $1.1
billion, or $20 a share. The acquisition will create the seventh largest
U.S. insurance group.
Dennis H. Chookaszian, Chairman and Chief Executive Officer of the CNA
Insurance Companies, said that the acquisition presents a unique
opportunity to build a world-class insurance organization.
Continental's Chairman and Chief Executive Officer John P. Mascotte
said that the merger will achieve an impressive collaboration of the
talents, strengths and resources of both companies.
Both boards have approved the transaction. The acquisition may be
funded with long-term debt or may include a combination of long-term debt
and equity.
In conjunction with CNA's acquisition of Continental, CNA will invest
an additional $275 million which takes the place of the funds that
Insurance Partners, L.P., had committed under a previous agreement with
Continental.
Chookaszian said that the acquisition of Continental will expand CNA's
product portfolio for customers and agents. "The opportunity to acquire
high-quality assets and gain additional market presence, while building
on our solid financial strength is very exciting," he said.
"Numerous economics of scale and market efficiencies make the agreement
an excellent business decision," said Chookaszian. "We see opportunities
to apply both companies' experience in improving efficiencies, and this
should reduce costs. In addition, the insurance expertise of CNA and
Continental can be further leveraged through the agents and brokers of
both organizations."
CNA's solid capital position, high-quality, conservative investment
portfolio and positive operating trends all contribute to CNA's ability
to make a success of the acquisition. CNA's strong debt-to-capital ratio
of 17 percent, plus the economic benefits of the acquisition, will more
than support the financing.
CNA and Continental will jointly seek regulatory approvals as quickly
as possible. Until the acquisition is completed, Continental will
continue to operate independently. Mascotte will continue as chairman and
chief executive officer for the interim period. In addition, a transition
team composed of key people from both organizations will be formed to
ensure that CNA and Continental are smoothly combined.
CNA Financial Corporation is the parent company of the CNA Insurance
Companies, the 12th largest U.S. insurance organization and the sixth
largest U.S. property-casualty insurance group as measured by 1993
premium volume. Loews Corporation owns 84 percent of the common stock of
CNA Financial Corporation. CNA had 1993 revenues of $11 billion and
assets of $41.9 billion as of December 31, 1993. The principle CNA
Insurance Companies are Continental Casualty Company and Continental
Assurance Company.
The Continental Corporation, headquartered in New York, is the 11th
largest U.S. property-casualty insurance company based on 1993 premium
volume. Continental had 1993 revenues of $5 billion and assets of $16
billion as of December 31, 1993.