SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
(Amendment No. 47)
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CNA FINANCIAL CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
126117 10 0
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(CUSIP Number)
Barry Hirsch, Senior Vice President and Secretary
Loews Corporation
667 Madison Avenue, New York, New York 10021 (212) 521-2920
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 23, 2001
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(Date of Event which Required Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-l(c), 13d-1(f), or 13d-1(g), check the
following box.
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The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
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CUSIP No. 126117 10 0
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
LOEWS CORPORATION
I.R.S. Identification No. 13-2646102
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
N/A (b)/ /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 159,457,480
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 159,457,480
WITH ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,457,480
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.01%
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14 TYPE OF REPORTING PERSON
HC
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AMENDMENT NO. 47
to
SCHEDULE 13D
relating to
CNA Financial Corporation
The following information amends and supplements certain information contained
in the Schedule 13D of Loews Corporation, a Delaware corporation ("Loews"), as
amended and restated, by Amendments Nos. 1 through 46 thereto, relating to the
common stock, par value $2.50 per share (the "Common Stock"), of CNA Financial
Corporation, a Delaware corporation ("CNA").
Item 3. Source and Amount of Funds or Other Consideration
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The funds required to purchase the shares of Common Stock pursuant to the
Rights Offering referred to in Item 5, below, will be provided from Loews's
internally generated funds.
Item 4. Purpose of Transaction
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The shares of Common Stock will be purchased in connection with the Rights
Offering and Stock Purchase Agreement referred to in Item 5 and Item 6, below.
Item 5. Interest in Securities of the Issuer
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As of the date hereof, Loews owns 159,457,480 shares of Common Stock,
representing 87.01% of the shares outstanding.
On August 23, 2001 CNA distributed to its shareholders of record (the "Rights
Offering") transferable subscription rights at the rate of 0.22 (22/100) rights
for each share of Common Stock. Accordingly, Loews has received 35,080,646
rights. Each whole right entitles the rights holder to purchase one share of
Common Stock for $25 under the basic subscription privilege. In addition, each
rights holder may oversubscribe for up to the maximum number of shares of Common
Stock offered in the rights offering, subject to proration in the event CNA
receives requests for more shares than are available for oversubscription.
As noted in Item 5, below, Loews has agreed to exercise its basic subscription
privilege in full and to exercise its oversubscription privilege in full,
subject to customary conditions. As a result, after the Rights Offering, Loews
will own between 87.01% and 89.33% of the shares of Common Stock outstanding.
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Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
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On August 23, 2001 Loews and CNA entered into a Stock Purchase Agreement
pursuant to which Loews agreed to exercise its basic subscription privilege in
full under the Rights Offering to purchase 35,080,646 shares of Common Stock and
to exercise its oversubscription privilege in full. As a result, Loews will
purchase any shares offered in the Rights Offering that are not purchased by
other rights holders. If any rights holder other than Loews exercises its
oversubscription privilege, the Rights Offering will be oversubscribed and all
rights holders exercising their oversubscription privilege, including Loews,
will receive available shares pro rata based on the number of shares purchased
through their basic subscription privilege.
Loews's obligation to purchase any shares of Common Stock is subject to
customary conditions, including that, since December 31, 2000, there has not
been any event or development that, individually or in the aggregate, could be
reasonably expected to have a material adverse affect on CNA's business,
financial position, shareholders' equity or results of operations except as
disclosed by CNA in certain filings with the Securities and Exchange Commission
through August 23, 2001.
Item 7. Material to be Filed as Exhibits
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(a) Exhibits.
Exhibit 99. Stock Purchase Agreement dated August 23, 2001 between Loews and
CNA.
SIGNATURE
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The undersigned certifies that after reasonable inquiry and to the best of its
knowledge and belief, the information set forth in this Statement is true,
complete and correct.
LOEWS CORPORATION
Dated: August 27, 2001 By: /s/Barry Hirsch
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Barry Hirsch
Senior Vice President
and Secretary
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