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. 48)
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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)
September 26, 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 197,739,124
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 197,739,124
WITH ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
197,739,124
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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)
88.4%
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14 TYPE OF REPORTING PERSON
HC
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2
AMENDMENT NO. 48
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 47 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 information contained in Item 3 is hereby amended and supplemented by
adding the following information:
The funds required to purchase the shares of Common Stock acquired by Loews
pursuant to the Rights Offering and Stock Purchase Agreement referred to in
Item 4, below, aggregating $957,041,100 have been provided from Loews's
internally generated funds.
Item 4. Purpose of Transaction
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The information contained in Item 4 is hereby amended and supplemented by
adding the following information:
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. The Rights Offering as
extended by CNA expired on September 20, 2001. Pursuant to the Rights
Offering, Loews received 35,080,646 rights. Each whole right entitled the
rights holder to purchase one share of Common Stock for $25 under the basic
subscription privilege. In addition, each rights holder had the right to
oversubscribe for up to the maximum number of shares of Common Stock offered
in the rights offering, subject to proration in the event CNA received
requests for more shares than were available for oversubscription.
Loews exercised its basic subscription privilege in full and its
oversubscription privilege in full in accordance with the Stock Purchase
Agreement dated August 23, 2001 (the "Stock Purchase Agreement"), between
Loews and CNA. A copy of the Stock Purchase Agreement has been filed as an
exhibit to Amendment No. 47 to this Schedule 13D.
Loews may from time to time, depending on market conditions and other
factors deemed relevant by Loews, purchase additional shares of Common Stock
in the open market or otherwise.
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Item 5. Interest in Securities of the Issuer
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The information contained in Item 5 is hereby amended and supplemented by
adding the following information:
On September 26, 2001, in accordance with the Rights Offering and the Stock
Purchase Agreement, Loews purchased 35,080,646 shares of Common Stock through
the exercise of its basic subscription privilege and 3,200,998 shares of
Common Stock through the exercise of its oversubscription privilege, at the
subscription price of $25 per share. As of the date hereof, Loews owns
197,739,124 shares of Common Stock, representing 88.4% of the shares
outstanding.
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: September 26, 2001 By: /s/Barry Hirsch
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Barry Hirsch
Senior Vice President
and Secretary