UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 19, 2002 ---------------------- CNA FINANCIAL CORPORATION ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware ------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-5823 36-6169860 ------------------------------------------------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) CNA Plaza, Chicago, Illinois 60685 ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (312) 822-5000 ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events On December 19, 2002 CNA Financial Corporation sold 7,500 shares of its Series H Cumulative Preferred Stock to Loews Corporation, the owner of 90% of CNA's outstanding common stock, for $750 million. Copies of the Certificate of Designation relating to the Series H Cumulative Preferred Stock and the press release announcing the sale are attached hereto as Exhibit 3.1 and Exhibit 99.1, respectively. Item 7. Financial Statements and Exhibits (a) Not applicable. (b) Not applicable. (c) A list of exhibits filed herewith is contained on the Exhibit Index which immediately precedes such exhibits and is incorporated herein by reference. 2 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. CNA FINANCIAL CORPORATION Dated: December 19, 2002 /s/ Robert V. Deutsch -------------------------------- By: Robert V. Deutsch Its: Executive Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 3.1 Certificate of Designation relating to the Series H Cumulative Preferred Stock with no par value of CNA Financial Corporation 99.1 CNA Financial Corporation press release, issued December 19, 2002, announcing the sale of its Series H Cumulative Preferred Stock to Loews Corporation. 4