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=============================================================================== 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 1934Date of report (Date of earliest event reported) June 9, 1999 ------------------------------------- CNA FINANCIAL CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 1-5823 36-6169860(State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) CNA Plaza, Chicago, Illinois 60685(Address of Principal Executive Offices) (Zip Code)Registrant's telephone number, including area code (312) 822-5000 (Former Name or Former Address, if Changed Since Last Report)===============================================================================Item 5. Other EventsExhibit No. Description----------- ------------99.01 On June 9, 1999, CNA Financial Corporation issued a press release announcing that it is selling its personal lines business to Allstate. A copy of the press release is attached hereto as Exhibit 99.01 and is incorporated herein by reference. SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized. CNA FINANCIAL CORPORATIONDate: June 10, 1999 By: S/W. JAMES MACGINNITIE ------------- ----------------------------- W. James MacGinnitie Senior Vice President and Chief Financial Officer
Exhibit 99.01CNACNA PlazaChicago, IL 60685Media:Clark Walter312-822-1454Analysts:Deborah Kamp312-822-7752-------------------------------------------------------------------------------NEWS For Immediate ReleaseCNA to Sell Personal Lines Business to AllstateChicago, IL June, 9, 1999 - CNA, a leading insurance group, today announced itis selling its personal lines business to Allstate. Allstate will set up a newentity, to be called CNA Personal Insurance, to manage the business as aseparate independent agent company. The new $1.7 billion company will continueto sell CNA personal lines products through the 3,800 independent agentslicensed to sell CNA products. CNA will have an ongoing interest in the newcompany through a $75 million 10-year equity-linked note. CNA will have aspecial advisor to the board of CNA Personal Insurance and will receive aroyalty fee for six years.CNA Insurance Chairman and Chief Executive Officer Bernard L. Hengesbaugh said,"This transaction offers a winning combination for our stockholders, our agentsand their customers, and our employees."For our investors, we've been clear that our strategy is to sharpen our focusin those businesses where we are now or where we can become a market leader. Asa result of this transaction, we can redeploy and refocus the company's capitalto help maximize CNA's rates of return."For our agents and their customers, CNA Personal Insurance will be able toprovide an expanded product line with more competitive price and servicefeatures than would be possible by CNA alone. And for our employees, this newbusiness offers an opportunity to be associated with a personal lines marketleader."Hengesbaugh emphasized that the new organization will create maximum financialvalue to the extent that it benefits agents and their customers. "CNA iscommitted to working closely with the management of CNA Personal Insurance toassure a smooth transition," he said. -more- -2-"We are pleased that all 2,000 of our Personal Insurance employees will transferto the new business," he said. "That means our agents will continue to work withthe people they have come to know and trust."The CNA personal lines management team will stay largely in place. Ernest A.Lausier, currently president of CNA's personal lines business, will continue ina leadership role along with Doug Reynolds, currently assistant vice presidentof Deerbrook Insurance, an Allstate subsidiary.Edward M. Liddy, Allstate's chairman, president and chief executive officer,said in a news release issued today by Allstate, "The total personal linesinsurance market is over $130 billion, and we already have $20 billion in annualpremium revenue. In today's market place we have to listen to the customer, andprovide our product where and how the customer wants it. We are going to growthe number of channels we use to meet the needs of our customers, and we intendto be the market leader in every channel in which we compete."Under the terms of the agreement, Allstate will acquire the operations of CNA'spersonal lines business including the reserves and the renewal rights to newbusiness. CNA will receive from Allstate cash of approximately $140 million atthe time of closing as well as a royalty fee tied to new and renewal premiumswritten through the newly-created distribution channel. The personal lines'surplus will remain with CNA. CNA has estimated the transaction value atapproximately 1.2x - 1.3x of personal lines' allocated book value."We have an important stake in the success of this transaction and we will doeverything in our power to ensure that it succeeds," said Hengesbaugh.The transaction is expected to close by the fourth quarter. CNA believes therewill be no material effect on its operating earnings in 1999 and 2000 as aresult of this transaction.CNA Financial Corporation (NYSE: CNA) and its subsidiaries (CNA) had 1998revenues of $17.1 billion. CNA ranks among the top 10 U.S. insurance groups andserves individuals and businesses with a broad range of insurance products andinsurance-related services. CNA products and services are marketed throughmultiple distribution channels, including independent agents, brokers, generalagents and direct sales.Since 1897, CNA has built on a foundation of financial strength, stability andcommitment to customers and business partners. Visit CNA at www.cna.com on theWorld Wide Web. CNA is a registered service mark, trade name and domain name ofCNA Financial Corporation. ###FORWARD LOOKING STATEMENTThe statements contained in this press release, which are not historical facts,are forward-looking statements. When included in this press release, the words"believe," "expects," "intends," "anticipates," "estimates," and analogousexpressions are intended to identify forward-looking statements. Such statementsinherently are subject to a variety of risks and uncertainties that could causeactual results to differ materially from those projected. Such risks anduncertainties include, among others, the impact of competitive products,policies and pricing; product and policy demand and market responses;development of claims and the effect on loss reserves; the performance ofreinsurance companies under reinsurance contracts with CNA, general economic andbusiness conditions; changes in financial markets (interest rate, credit,currency, commodities and stocks); changes in foreign, political, social andeconomic conditions; regulatory initiatives and compliance with governmentalregulations; judicial decisions and rulings; the effect on CNA with regards tothird party corrective actions on Year 2000 compliance; changes in rating agencypolicies and practices; the results of financing efforts; changes in CNA'scomposition of operating segments; the actual closing of contemplatedtransactions and agreements and various other matters and risks (many of whichare beyond CNA's control) detailed in CNA's Securities and Exchange Commissionfilings. These forward-looking statements speak only as of the date of thispress release. CNA expressly disclaims any obligation or undertaking to releasepublicly any updates or revisions to any forward-looking statement containedherein to reflect any change in CNA's expectations with regard thereto or anychange in events, conditions or circumstances on which any statement is based.NOTE: A conference call for the investment community will be held from 10 a.m.to 10:45 a.m. CDT today. On the conference call will be Bernard L. Hengesbaugh,chairman and chief executive officer of CNA. Participants can access the call bydialing 800-390-9847. The call is available to the media, but questions will berestricted to the investment community. A taped replay of the call will beavailable, beginning one hour after the call ends, until 5 p.m. EST on June 16,1999, by dialing 800-395-2178. # # #
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