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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 5, 2001
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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 5. Other Events
On December 5, 2001, Registrant's 89% owned subsidiary, CNA Financial
Corporation ("CNA"), filed two Current Reports on Form 8-K. One Report related
to the issuance by CNA of a press release announcing that CNA will record
fourth quarter charges related principally to restructuring its Property-
Casualty and Life Operations, discontinuation of variable life and annuity
business, and consolidation of real estate locations and related corporate
staff departments reductions. The second Report related to the issuance by CNA
of a press release announcing CNA's estimate for potential losses associated
with the recent filing by certain Enron entities for reorganization under
Chapter 11 of the Bankruptcy Code.
A copy of the press releases are attached hereto as Exhibits 99.1 and 99.2
and are incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
Exhibit No. Description
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99.1 Press Release issued by CNA Financial Corporation,
announcing that it will record fourth quarter
charges related principally to restructuring its
Property-Casualty and Life Operations,
discontinuation of variable life and annuity
business, and consolidation of real estate
locations and related corporate staff departments
reductions.
99.2 Press Release issued by CNA Financial Corporation
related to its estimate for potential losses
associated with the recent filing by certain Enron
entities for reorganization under Chapter 11 of the
Bankruptcy Code.
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: December 6, 2001 By: /s/ Barry Hirsch
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Barry Hirsch,
Senior Vice President,
General Counsel and
Secretary
Exhibit 99.1
Document is copied.
[CNA LOGO] Insurance In Touch With Business
FOR IMMEDIATE RELEASE
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CONTACT:
MEDIA - - ANALYSTS - -
Charles M. Boesel, 312/822-2592 Robert V. Deutsch, 312/822-4242
Katrina W. Parker, 312/822-5167 Donald P. Lofe, Jr., 312/822-3993
CNA FINANCIAL ANNOUNCES RESTRUCTURING CHARGE
CHICAGO, ILLINOIS, December 5, 2001 --- CNA Financial Corporation (NYSE:
CNA) today announced that it will record fourth quarter charges related
principally to restructuring its Property/Casualty and Life Operations,
discontinuation of variable life and annuity business, consolidation of real
estate locations and related corporate staff departments reductions.
CNA reported earlier this year that it would take a restructuring charge in
the fourth quarter. The Company now estimates that the charges will be between
$114 and $124 million after tax. Of that amount, approximately 40% is related
to people costs, 35% is related to real estate and 25% is related to asset
write-offs.
CNA's new organization comprises three major businesses - Property/Casualty;
Life/Group; and Reinsurance Operations. During the first half of 2002, CNA
plans to consolidate from 169 to 68 locations in 63 cities. CNA will maintain
its presence in its current markets serving agents and brokers.
The number of all staff positions company wide is scheduled to be reduced by
approximately 1,850 positions to about 16,500. The largest number of
reductions is planned to occur in the Chicago headquarters.
"By creating a simplified and leaner organization for our customers and
partners that is more focused on underwriting excellence, we position CNA for
improved financial performance," said Bernard L. Hengesbaugh, chairman and
chief executive officer of the CNA insurance companies.
- more -
2
As a result of all of the organizational changes, CNA is evaluating the way
that it reports its segments to better reflect the new structure. The new
segments will be reported in the year-end earnings release scheduled for
February 14, 2002 and the 2001 annual report in March.
CNA is a leading insurance organization offering a broad range of insurance
products and insurance-related services in the property/casualty, life, group
and reinsurance markets. Visit CNA at www.cna.com. CNA is a registered service
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mark, trade name and domain name of CNA Financial Corporation.
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 losses in the Company's insurance
business, 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 restructuring activities; and expected proceeds and terms of, and
other matters concerning, the Company's anticipated disposition of its U.K.-
based reinsurance business; 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, inherently are subject to
a variety of risks and uncertainties. These risks and uncertainties could
cause actual results to differ materially from those projected. Such risks and
uncertainties include, among others, the impact of competitive products,
policies and pricing and the competitive environment in which the Company
operates; product and policy demand and market responses; development of
claims and the effect on loss reserves; 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 mass tort claims; the sufficiency of the Company's loss reserves and the
possibility of future increases in reserves; the performance of reinsurance
companies under contracts with the Company; general economic and business
conditions; changes in financial markets (interest rate, credit, currency,
commodities and stocks); changes in foreign, political social and economic
conditions; regulatory limitations and restrictions upon the Company and its
insurance subsidiaries; regulatory initiatives and compliance with
governmental regulations; judicial decisions and rulings; the possibility of
downgrades in the Company's ratings by ratings agencies and changes in rating
agency policies and practices; the results of financing efforts; changes in
the Company's composition of operating segments; 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 publicly any updates or revisions to any forward-looking statement
contained herein 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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Exhibit 99.2
Document is copied.
[CNA LOGO] Insurance In Touch With Business
FOR IMMEDIATE RELEASE
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CONTACT:
MEDIA: ANALYSTS:
Charles M. Boesel, 312/822-2592 Robert V. Deutsch, 312/822-4242
Katrina W. Parker, 312/822-5167 Donald P. Lofe, Jr., 312/822-3993
CNA FINANCIAL ESTIMATES POTENTIAL ENRON RELATED LOSSES
CHICAGO, ILLINOIS, December 5, 2001 --- CNA Financial Corporation (NYSE: CNA)
today announced its estimate for potential losses associated with the recent
filing by certain Enron entities for reorganization under Chapter 11 of the
Bankruptcy Code. CNA estimates such losses to be $50 million after tax, net of
expected reinsurance recoveries, anticipated as a charge in the fourth quarter
of 2001. Such losses are expected principally in connection with surety
exposures including advance payment obligations bonds and reinsurance of
surety obligations.
Various contingencies may impact the amount and timing of actual loss
payments, if any, including the extent to which claims may emerge;
developments in the Enron bankruptcy proceedings; and potential recoveries by
CNA's reinsureds in mitigation of their losses.
CNA has determined that it has no direct exposure to Enron in its investment
portfolio.
CNA is a leading insurance organization offering a broad range of insurance
products and insurance-related services in the property and casualty, life,
group and reinsurance markets. Visit CNA at www.cna.com. CNA is a registered
service mark, trade name and domain name of CNA Financial Corporation.
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 losses in the Company's insurance
business, 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 restructuring activities; and expected proceeds and terms of, and
other matters concerning, the Company's anticipated disposition of its U.K.-
based reinsurance business; 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, inherently are subject to
a variety of risks and uncertainties. These risks and uncertainties could
cause actual results to differ materially from those projected. Such risks and
uncertainties include, among others, the impact of competitive products,
policies and pricing and the competitive environment in which the Company
operates; product and policy demand and market responses; development of
claims and the effect on loss reserves; 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 mass tort claims;
2
the sufficiency of the Company's loss reserves and the possibility of future
increases in reserves; the performance of reinsurance companies under
contracts with the Company; general economic and business conditions; changes
in financial markets (interest rate, credit, currency, commodities and
stocks); changes in foreign, political social and economic conditions;
regulatory limitations and restrictions upon the Company and its insurance
subsidiaries; regulatory initiatives and compliance with governmental
regulations; judicial decisions and rulings; the possibility of downgrades in
the Company's ratings by ratings agencies and changes in rating agency
policies and practices; the results of financing efforts; changes in the
Company's composition of operating segments; 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 publicly any updates or revisions to any forward-looking statement
contained herein 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.
###