-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VaIgqEm7xus9qQ9w/mn8dW8XtikhH99mnHfKtDv7Oy1l4b0frwQMkazqemX2M9sl xAHx3RIGBJOz++FP2vSevw== 0000021175-00-000017.txt : 20000322 0000021175-00-000017.hdr.sgml : 20000322 ACCESSION NUMBER: 0000021175-00-000017 CONFORMED SUBMISSION TYPE: SC TO-T PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000321 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CNA SURETY CORP CENTRAL INDEX KEY: 0001044566 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 344144905 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T SEC ACT: SEC FILE NUMBER: 005-51709 FILM NUMBER: 574088 BUSINESS ADDRESS: STREET 1: CNA PLAZA CITY: CHICAGO STATE: IL ZIP: 60685 BUSINESS PHONE: 3128225000 MAIL ADDRESS: STREET 1: CNA PLAZA CITY: CHICAGO STATE: IL ZIP: 60685 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CNA FINANCIAL CORP CENTRAL INDEX KEY: 0000021175 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 366169860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T BUSINESS ADDRESS: STREET 1: CNA PLZ CITY: CHICAGO STATE: IL ZIP: 60685 BUSINESS PHONE: 3128225000 MAIL ADDRESS: STREET 1: CNA PLAZA CITY: CHICAGO STATE: IL ZIP: 60685 SC TO-T 1 SCHEDULE TO-T SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CNA SURETY CORP (Name of subject company (issuer)) CONTINENTAL CASUALTY COMPANY (OFFEROR) (Names of filing persons (identifying status as offeror, issuer or other person)) Common Stock, $.01 par value (Title of Class of Securities) 12612L1008 (CUSIP Number of Class of Securities) Jonathan D. Kantor, Esq. Senior Vice President, General Counsel & Secretary CNA Plaza Chicago, Illinois 60685 (312) 822-1384 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) CALCULATION OF FILING FEE |--------------------------------------------|-------------------------------| |TRANSACTION VALUATION* | AMOUNT OF FILING FEE | |--------------------------------------------|-------------------------------| |Filing relates solely to preliminary | None | |communications made before the commencement| | |of a tender offer | | |--------------------------------------------|-------------------------------| *Set forth the amount on which the filing fee is calculated and state how it was determined. [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: _____________ Form or Registration No.: _____________ Filing Party: ________________________ Date Filed: _________________________ [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [X] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] CNA MEDIA: CNA Plaza Clark Walter Chicago, IL 60685 312-822-1454 ANALYSTS: Donald P. Lofe, Jr. 312-822-3993 CNA FOR ALL THE COMMITMENTS YOU MAKE NEWS CNA ANNOUNCES PROPOSED CASH TENDER OFFER FOR ALL SHARES OF CNA SURETY CHICAGO, IL., March 20, 2000 - CNA Financial Corporation (NYSE: CNA) announced today that Continental Casualty Company (CCC), a wholly owned subsidiary, has proposed to CNA Surety Corporation (NYSE: SUR) that CCC make a cash tender offer at $13.00 per share for all shares of CNA Surety common stock not already owned by CCC and its affiliates. This move is consistent with CNA's recently announced intention to sharpen its strategic focus on serving businesses. The $13.00 per share price represents a 17.4% premium over CNA Surety's average closing price for the past 30 trading days of $11.07 per share. CCC and its affiliates currently own approximately 62 percent of the outstanding shares of CNA Surety common stock. CCC intends to condition the tender offer upon receiving enough shares so that its ownership reaches at least 90 percent. If this ownership threshold is achieved, CCC would then acquire the remaining outstanding shares of CNA Surety common stock not tendered to CCC through a statutory "short-form" merger process. Stockholders who do not tender their shares to CCC during the tender offer would also receive $13.00 per share in cash for their stock in the short-form merger. CCC intends to negotiate a definitive agreement with CNA Surety prior to commencing the offer. CNA Financial Corporation is a holding company whose primary subsidiaries are property-casualty and life insurance companies. Collectively, these subsidiaries are CNA, one of the largest insurance organizations in the United States. -more- OTHER IMPORTANT INFORMATION: The tender offer described in this announcement for the outstanding shares of CNA Surety common stock has not yet commenced. As soon as the tender offer commences, we will file a tender offer statement with the Securities and Exchange Commission. You should read the tender offer statement when it becomes available because it will contain important information about the tender offer. You can obtain the tender offer statement and other documents that are filed with the Securities and Exchange Commission for free on the Securities and Exchange Commission's web site at http://www.sec.gov. If you write us or call us, we will send you the following documents for free when they are available: tender offer statement (except for exhibits) offer to purchase letter of transmittal notice of guaranteed delivery You can call us at (312) 822-6312 or write to us at: CNA Financial Corporation c/o Corporate Secretary 333 South Wabash Chicago, IL 60690 FORWARD LOOKING STATEMENT The following constitutes a "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements that involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth under the heading "Forward-Looking Statements" included in the Management's Discussion and Analysis of Reported Operations and Liquidity set forth in CNA Financial Corporation's Annual Report to Stockholders for the year ended December 31, 1998, incorporated by reference in Item 7 of that Corporation's Annual Report on Form 10-K for the year ended December 31, 1998. These include risks and uncertainties relating to, for example, a material adverse change to CNA Surety's business or prospects, the effect of economic conditions, and rating agency policies and practices. ### Further Information: You can call Donald P. Lofe Jr.@ 312-822-3993 or write to us at: Investor Relations Department Continental Casualty Company 333 South Wabash Chicago, IL 60690 -----END PRIVACY-ENHANCED MESSAGE-----