FILED BY:
COMPANY DATA:
CONFORMED NAME: CNA FINANCIAL CORP
CIK: 0000021175
ASSIGNED SIC: 6331
IRS NUMBER: 366169860
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET1: CNA PLZ
STREET2: 23S
CITY: CHICAGO
STATE: IL
ZIP: 60685
PHONE: 3128225000
MAIL ADDRESS:
STREET1: CNA PLAZA
STREET2: 23S
CITY: CHICAGO
STATE: IL
ZIP: 60685
TYPE: SC 13G
SEQUENCE: 1
DESCRIPTION: SC 13G
Securities and Exchange Commission
Washington, DC 20549
Under the Securities and Exchange Act of 1934
Schedule 13G
Amendment No. *
U.S.I. Holdings Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities )
90333H101
(CUSIP NUMBER)
December 31, 2002
(Date of Event Requires Filing of This Statement)
Check appropriate box to designate the rule pursuant to which this
schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any
subsequent amendment containing information which would alter the disclosures
provided in a prior cover page.
The information required in 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).
1) Name of Reporting Person: CNA Financial Corporation
SS or IRS Identification 36-6169860
Nos. of Above Persons:
2) Check the Appropriate Box (a) (b) X
If A Member of Group
(See Instructions)
3) SEC Use Only
4) Citizenship or Place of Organization Delaware
Number of (5) Sole Voting Power 0
Shares
Beneficially Owned (6) Shared Voting Power 3,740,278
by Each Reporting
Person With: (7) Sole Dispositive Power 0
(8) Shared Dispositive Power: 3,740,278
9) Aggregate Amount Beneficially
Owned by Each Reporting Person 3,740,278
10) Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions)
11) Percent of Class
Represented By Amount in Row 9 8.4%
12) Type of Reporting
Person (See Instructions) HC
Under Illinois Law, assets owned by Continental Casualty Company, an Illinois
insurance company, are solely under the control of the board of directors of the
insurer. The characterization of shared dispositive power with the parent
holding company is made solely as a consequence of SEC interpretations regarding
control of the subsidiary. CNA Financial Corporation and Loews Corporation
specifically disclaim beneficial ownership of the securities identified herein.
1) Name of Reporting Person: Loews Corporation
SS or IRS Identification 13-2646102
Nos. of Above Persons:
2) Check the Appropriate Box (a) (b) X
If A Member of Group
(See Instructions)
3) SEC Use Only
4) Citizenship or Place of Organization Delaware
Number of (5) Sole Voting Power 0
Shares
Beneficially Owned (6) Shared Voting Power 3,740,278
by Each Reporting
Person With: (7) Sole Dispositive Power 0
(8) Shared Dispositive Power: 3,740,278
9) Aggregate Amount Beneficially
Owned by Each Reporting Person 3,740,278
10) Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions)
11) Percent of Class
Represented By Amount in Row 9 8.4%
12) Type of Reporting
Person (See Instructions) HC
Under Illinois Law, assets owned by Continental Casualty Company an Illinois
insurance company, are solely under the control of the board of directors of the
insurer. The characterization of shared dispositive power with the parent
holding company is made solely as a consequence of SEC interpretations regarding
control of the subsidiary. CNA Financial Corporation and Loews Corporation
specifically disclaim beneficial ownership of the securities identified herein.
1) Name of Reporting Person: Continental Casualty Company
SS or IRS Identification 36-2114545
Nos. of Above Persons:
2) Check the Appropriate Box (a) (b) X
If A Member of Group
(See Instructions)
3) SEC Use Only
4) Citizenship or Place of Organization Illinois
Number of (5) Sole Voting 0
Shares
Beneficially Owned (6) Shared Voting 3,740,278
by Each Reporting
Person With: (7) Sole Dispositive Power 0
(8) Shared Dispositive Power: 3,740,278
9) Aggregate Amount Beneficially
Owned by Each Reporting Person 3,740,278
10) Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions)
11) Percent of Class
Represented By Amount in Row 9 8.4%
12) Type of Reporting
Person (See Instructions) IC
Under Illinois Law, assets owned by Continental Casualty Company an Illinois
insurance company, are solely under the control of the board of directors of the
insurer. The characterization of shared dispositive power with the parent
holding company is made solely as a consequence of SEC interpretations regarding
control of the subsidiary. CNA Financial Corporation and Loews Corporation
specifically disclaim beneficial ownership of the securities identified herein.
Item 1(a) Name of Issuer. U.S.I. Holdings Corporation
Item 1(b) Address of Issuer's Principal Executive Offices
U.S.I. Holdings Corporation
50 California Street
San Francisco, CA 94111
Item 2(a) Name of Persons Filing. CNA Financial Corporation
Loews Corporation
Continental Casualty Company
Item 2(b) Address of Principal Business Office:
Continental Casualty Company - CNA Plaza, Chicago, Illinois 60685
CNA Financial Corporation - CNA Plaza, Chicago, Illinois 60685
Loews Corporation - 667 Madison Avenue, New York, New York 10021-8087
Item 2(c) Citizenship:
Continental Casualty Company - State of Illinois
CNA Financial Corporation - State of Delaware
Loews Corporation - State of Delaware
Item 2(d) Title of Class of Securities
Common Stock
Item 2(e) CUSIP Number. 90333H101
Item 3. The persons filing this statement pursuant to Rule 13-1(b) or
13d-2 are each:
(g) Parent Holding Company (HC) (Relevant subsidiary is Continental Casualty
Company, an Illinois domiciled insurance company.) or an Insurance Company (IC).
Item 4. Ownership.
Under llinois Law, assets owned by Continental Casualty Company, an Illinois
insurance company, are solely under the control of the board of directors of the
insurer. The characterization of shared dispositive power with the parent
holding company is made solely as a consequence of SEC interpretations regarding
control.)
Continental CNA Loews
Casualty Financial Corporation
Company Corp.
(a) Amount Beneficially Owned: 3,740,278 3,740,278 3,740,278
(b) Percent of Class 8.4% 8.4% 8.4%
Item 4.
Continental CNA Loews
Casualty Financial Corporation
Company Corp.
(c) Number of shares as to which such person has:
(i) sole power to vote or
to direct the vote 0 0 0
(ii) shared power to vote
or to direct vote 3,740,278 3,740,278 3,740,278
(iii) sole power to dispose or
to direct disposition of 0 0 0
(iv) shared power to dispose or
to direct disposition 3,740,278 3,740,278 3,740,278
Item 5. Ownership of Five Percent or Less of a Class.
Inapplicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Inapplicable.
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported On By the Parent Holding Company.
Continental Casualty Company, an Illinois insurance company (IC).
(See Exhibit 1.)
Item 8. Identification and Classification of Members of the Group.
Inapplicable.
Item 9. Notice of Dissolution of the Group.
Inapplicable.
Item 10. Certification of CNA Financial Corporation.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transactions having such
purposes or effect.
After reasonable inquiry and to the best of my knowledge and believe, I certify
that the information set forth in this statement is true, complete and correct.
February 11, 2003
Date
/s/ Jonathan D. Kantor
Signature
Jonathan D. Kantor
Executive Vice President, General Counsel and Secretary
Item 10. Certification of Loews Corporation.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transactions having such
purposes or effect.
After reasonable inquiry and to the best of my knowledge and believe, I certify
that the information set forth in this statement is true, complete and correct.
February 11, 2003
Date
/s/ Gary W. Garson
Signature
Gary W. Garson
Senior Vice President, Secretary and General Counsel
Item 10. Certification of Continental Casualty Company.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transactions having such
purposes or effect.
After reasonable inquiry and to the best of my knowledge and believe, I certify
that the information set forth in this statement is true, complete and correct.
February 11, 2003
Date
/s/ Jonathan D. Kantor
Signature
Jonathan D. Kantor
Executive Vice President, General Counsel and Secretary
Exhibit 1
Loews Corporation holds approximately 90.0% of the equity of CNA Financial
Corporation.
CNA Financial Corporation owns 100.0% of the relevant subsidiary, Continental
Casualty Company, an Illinois domiciled insurance company (IC). Continental
Casualty Company is the direct owner of the position being reported.
Exhibit 2
Each of the undersigned hereby agrees that the Schedule 13G filed herewith is
filed jointly, pursuant to Rule 13d-l(f) of the Securities and Exchange Act of
1934, as amended, on behalf of each of the undersigned.
CONTINENTAL CASUALTY COMPANY
/s/ Jonathan D. Kantor
Signature
Jonathan D. Kantor
Executive Vice President, General Counsel and Secretary
CNA FINANCIAL CORPORATION
/s/ Jonathan D. Kantor
Signature
Jonathan D. Kantor
Executive Vice President, General Counsel and Secretary
LOEWS CORPORATION
/s/ Gary W. Garson
Signature
Gary W. Garson
Senior Vice President, Secretary and General Counsel