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) February 10, 2011 (February 9, 2011)
CNA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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1-5823
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36-6169860 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 333 S. Wabash, Chicago, Illinois
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60604 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (312) 822-5000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On February 9, 2011, the registrant entered into an underwriting agreement (“Underwriting
Agreement”) with J.P. Morgan Securities LLC, Merrill, Lynch, Pierce, Fenner & Smith Incorporated
and Wells Fargo Securities, LLC, as Representatives of the
several underwriters listed in Schedule II thereto, relating to the offer and sale of $400 million aggregate principal
amount of the registrant’s 5.75% Senior Notes due
August 15, 2021 (“Notes”). The Notes are being
offered and sold pursuant to the registrant’s effective shelf registration statement on Form S-3
(File No. 333-166058) and prospectus supplement, dated February 9, 2011. The sale of the Notes is
expected to close on February 14, 2011, subject to customary closing conditions.
The foregoing descriptions of the Underwriting Agreement and the Notes are qualified in their
entirety by reference to the complete terms and conditions of the Underwriting Agreement and the
form of the Notes, which are attached hereto as Exhibits 1.1 and 4.1, respectively, and
incorporated herein by reference. A copy of the opinion and consent of Jonathan D. Kantor,
Executive Vice President, General Counsel and Secretary of the registrant relating to the legality
of the Notes to be issued and sold in the offering is filed as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits
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(d) |
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Exhibits:
See Exhibit Index. |
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.
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CNA Financial Corporation
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(Registrant) |
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| Date: February 10, 2011 |
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/s/ D. Craig Mense
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(Signature) |
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D.Craig Mense
Executive Vice President and
Chief Financial Officer |
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