Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement 73 526K
(General Form)
9: EX-27 Article 5 FDS for S-1/A 1 8K
4: EX-99 Amendment of Intercompany Expense Agreement 3 11K
6: EX-99 Amendment to the Reinsurance Pooling Agreement 2± 7K
8: EX-99 Consent of Deloitte & Touche LLP (Exhibit 23B) 1 5K
7: EX-99 Consent of Sutherland Asbil & Brennan 1 6K
3: EX-99 Intercompany Expense Agreement (Exhibit 10G) 4± 15K
2: EX-99 Opinion Regarding Legality (Exhibit 5) 2± 9K
5: EX-99 Reinsurance Pooling Agreement (Exhibit 10I) 4 15K
EX-99 — Intercompany Expense Agreement (Exhibit 10G)
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Exhibit 10G
CNA INTER-COMPANY EXPENSE AGREEMENT
This Agreement made this lst day of January, 1977 by and between the following
affiliated companies, all of which are hereinafter individually and collectively
called Affiliates: Continental Casualty Company, an Illinois corporation,
Continental Assurance Company, an Illinois corporation, American Casualty
Company of Reading, Pa., a Pennsylvania corporation, National Fire Insurance
Company of Hartford, a Connecticut corporation, Transportation Insurance
Company,an Illinois corporation, Mid-States Insurance Company, an Illinois
corporation, Transcontinental Insurance Company, a New York corporation, Valley
Forge Insurance Company, a Pennsylvania corporation and CNA Casualty o f
California, a California corporation, Valley Forge Life Insurance Company, a
Pennsylvania corporation, Mid-States Life Insurance Company of America, a
Florida corporation, CNA Assurance Company, a Canadian corporation, Canadian
Premier Life Insurance Company, a Canadian corporation, Columbia Casualty
Company, an Illinois corporation, CNA Casualty of Puerto Rico, a Puerto Rico cor
poration, CNA Financial Corporation, a Delaware corporation, CNA Investor
Services, Inc., an Illinois corporation, CNA Realty Corp., a Delaware
corporation, CNA Reinsurance of London, Limited, a coporation of Great Britain,
CNA Adniinistrative Services, Inc., an Illinois corporation, ACCO, Inc., a
Pennsylvania corporation, ACCO Realty Company, a Pennsylvania corporation,
Modern American Corporation, a,New Jersey corporation, General Finance
Corporation, a Delaware corporation, CNA Actuarial Consultants, Inc., a
Delaware corporation, Tensco, Inc., a Delaware corporation.
WHEREAS, each Affiliate, herein called Billing Affiliate, may operate certain
units or departments which perform the services for or provide services to other
Affiliates, herein called Receiving Affiliate, by reason of which the Billing
Affiliate incurs and pays in the first instance certain expenses which in whole
or in pa-rt should be borne by the Receiving Affiliate(s), and
WHEREAS, the parties wish to determine, apportion and make settlement of such
expenses; NOW, THEREFORE, in consideration of the premises, the parties mutually
agree as follows:
1. The senior financial officer of each Affiliate is responsible for
establishing equitable coding for expenses paid and reasonable allocation bases
for the cost of services performed for the Receiving Affiliates within each
department which performs such services in accordance with prudent and generally
accepted accounting principles.
2. Each accounting period the Billing Affiliate will bill each Receiving
Affiliate for such charges and the Receiving Affiliates will promptly pay these
charges.
3. The individual in each Affiliate who is responsible for reviewing these
charges of the allocation bases may ask the senior financial officer of the
Billing Affiliate to review the coding and departmental allocation bases. Survey
data for establishment of allocation bases shall remain part of the accounting
records of the Billing Affiliate.
4. Any Affiliate may request a redetermination of the reasonableness of an
allocation base or expense paid, and, if agreed to by the Billing Affiliate,
receive credit for retroactive adjustment of expenses within any calendar year.
5. If the parties cannot agree on the expenses or allocations referred to in
Paragraph I or on an adjustment referred to in Paragraph 4, the items on which
agreement cannot be reached shall be submitted to the Controller or other
financial or executive officer of the parties in question for final
determination.
6. This Agreement shall become effective January 1, 1977, shall supersede all
prior agreements between any of the parties pertaining to the subject matter of
this Agreement, and shall continue in effect until canceled.
7. This Agreement may be canceled by any party as of the first day of any month
by giving each other party thirty (30) days' prior written notice of such
cancellation.
8. This Agreement may be executed simultaneously in several counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement the day and year indicated.
C0NTINENTAL CASUALTY COMPANY
Date: By
----------------------------------
CONTINENTAL ASSURANCE COMPANY
Date: By
----------------------------------
AMERICAN CASUALTY COMPANY OF
READING, PA.
Date: By
----------------------------------
NATIONAL FIRE INSURANCE COMPANY OF
HARTFORD
Date: By
----------------------------------
TRANSPORTATION INSURANCE COMPANY
Date: By
----------------------------------
MID-STATES INSURANCE COMPANY
Date: By
----------------------------------
TRANSCONTINENTAL INSURANCE COMPANY
Date: By
----------------------------------
VALLEY FORGE INSURANCE COMPANY
Date: By
----------------------------------
CNA CASUALTY OF CALIFORNIA
Date: By
----------------------------------
VALLEY FORGE LIFE INSURANCE COMPANY
Date: By
----------------------------------
MID-STATES LIFE INSURANCE COMPANY OF
AMERICA
Date: By
----------------------------------
CNA ASSURANCE COMPANY
Date: By
----------------------------------
CANADIAN PREMIER LIFE INSURANCE
COMPANY
Date: By
----------------------------------
COLUMBIA CASUALTY COMPANY
Date: By
----------------------------------
CNA CASUALTY OF PUERTO RICO
Date: By
----------------------------------
CNA FINANCIAL CORPORATION
Date: By
----------------------------------
CNA INVESTOR SERVICES, INC.
Date: By
----------------------------------
CNA REALTY CORP.
Date: By
----------------------------------
CNA REINSURANCE OF LONDON, LIMITED
Date: By
----------------------------------
CNA ADMINISTRATIVE SERVICES, INC.
Date: By
----------------------------------
ACCO, INC.
Date: By
----------------------------------
ACCO REALTY COMPANY
Date: By
----------------------------------
MODERN AMERICA CORPORATION
Date: By
----------------------------------
GENERAL FINANCE CORPORATION
Date: By
----------------------------------
CNA ACTUARIAL CONSULTANTS, INC.
Date: By
----------------------------------
TENSCO, INC.
Date: By
----------------------------------
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