-----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, NIGzjbR4XMZUDCt0cmt9BldHKvt5I7Lp8koxK/IYI2dyLOlz4lzBWstQ6KrcOmU/ X+lEcVb5mJUIH1GOH80rLA== /in/edgar/work/20000531/0000021175-00-000027/0000021175-00-000027.txt : 20000919 0000021175-00-000027.hdr.sgml : 20000919 ACCESSION NUMBER: 0000021175-00-000027 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000531 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CNA SURETY CORP CENTRAL INDEX KEY: 0001044566 STANDARD INDUSTRIAL CLASSIFICATION: [6331 ] IRS NUMBER: 344144905 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51709 FILM NUMBER: 647018 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: [6331 ] IRS NUMBER: 366169860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 13D/A 1 0001.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CNA SURETY CORPORATION - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value ------------------------------------------------------------------------------ (Title of Class of Securities) 12612L1008 ------------------------------------------------------------------------------ (CUSIP Number) Jonathan D. Kantor, Esq. with copies to: and: Senior Vice President, Robert A. Rosenbaum, Esq. John T. Kramer, Esq. General Counsel and Secretary Dorsey & Whitney LLP Dorsey & Whitney LLP Continental Casualty Company Pillsbury Center South Pillsbury Center South CNA Plaza 220 South Sixth Street 220 South Sixth Street Chicago, Illinois 60685 Minneapolis, MN 55402 Minneapolis, MN 55402 (312) 822-1384 (612) 340-5681 (612) 340-8702 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 26, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. The information required on 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: 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) Source of Funds 5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) 6) Citizenship or Place of Organization Delaware Number of (7) Sole Voting Power 0 Shares Beneficially Owned (8) Shared Voting Power 26,283,458 (1) by Each Reporting Person With: (9) Sole Dispositive Power 0 (10) Shared Dispositive Power: 26,283,458 (1) 11) Aggregate Amount Beneficially 26,283,458 (1) Owned by Each Reporting Person 12) Check if the aggregate Amount in Row (9) Exclude Certain Shares (See Instructions) 13) Percent of Class Represented By Amount in Row 9 61.3% (1) 14) Type of Reporting Person (See Instructions) IC (1) Continental Casualty Company owns 9,754,692 shares directly through its subsidiary National Fire Insurance Company of Hartford and 7,857,938 shares indirectly through its subsidiary American Casualty Company of Reading, Pennsylvania. The characterization of shared dispositive power with the parent company is made solely as a consequence of SEC interpretations regarding control of the subsidiary. Continental Casualty Company and its direct and indirect parent companies, each specifically disclaims beneficial ownership of the securities held by its subsidiaries. 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) Source of Funds 5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) 6) Citizenship or Place of Organization Delaware Number of (7) Sole Voting Power 0 Shares Beneficially Owned (8) Shared Voting Power 27,096,347 (2) by Each Reporting Person With: (9) Sole Dispositive Power 0 (10) Shared Dispositive Power: 27,096,347 (2) 11) Aggregate Amount Beneficially 27,096,347 (2) Owned by Each Reporting Person 12) Check if the aggregate Amount in Row (9) Exclude Certain Shares (See Instructions) 13) Percent of Class Represented By Amount in Row 9 63.2% (2) 14) Type of Reporting Person (See Instructions) HC (2) CNA Financial Corporation holds none of the shares directly and specifically disclaims beneficial ownership of the securities identified herein. The securities identified are held by the following subsidiaries in the following amounts: Continental Casualty Company (9,754,692 shares), National Fire Insurance Company of Hartford (8,670,828 shares), American Casualty Company of Reading Pennsylvania (7,857,938 shares), Continental Insurance Company (270,963 shares), and Firemen's Insurance Company of Newark, New Jersey (541,926 shares). The characterization of shared dispositive power with the parent company is made solely as a consequence of SEC interpretations regarding control of the subsidiaries. 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) Source of Funds AF 5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) 6) Citizenship or Place of Organization Delaware Number of (7) Sole Voting Power 0 Shares Beneficially Owned (8) Shared Voting Power 27,096,347 (3) by Each Reporting Person With: (9) Sole Dispositive Power 0 (10) Shared Dispositive Power: 27,096,347 (3) 11) Aggregate Amount Beneficially 27,096,347 (3) Owned by Each Reporting Person 12) Check if the aggregate Amount in Row (9) Exclude Certain Shares (See Instructions) 13) Percent of Class Represented By Amount in Row 9 63.2% (3) 14) Type of Reporting Person (See Instructions) HC (3) Loews holds none of the shares directly and specifically disclaims beneficial ownership of the securities identified herein. The securities identified are held by the following subsidiaries in the following amounts: Continental Casualty Company (9,754,692 shares), National Fire Insurance Company of Hartford (8,670,828 shares), American Casualty Company of Reading Pennsylvania (7,857,938 shares), Continental Insurance Company (270,963 shares), and Firemen's Insurance Company of Newark, New Jersey (541,926 shares). The characterization of shared dispositive power with the parent company is made solely as a consequence of SEC interpretations regarding control of the subsidiaries. This Amendment No. 1 (the "Amendment") amends the statement on Schedule 13D filed by Continental Casualty Company ("Continental"), CNA Financial Corporation ("CNAF") and Loews Corporation ("Loews") with the U.S. Securities and Exchange Commission on March 24, 2000. Item 4. Purpose of Transaction. On May 26, 2000, Continental, CNAF and Loews (collectively, the "Reporting Persons") informed CNA Surety Corporation (the "Company") that the Reporting Persons do not intend to pursue a proposed tender offer to acquire the remaining equity interests of the Company not currently owned by the Reporting Persons. A copy of the press release is attached as Exhibit C. Continental and its subsidiaries and the other insurance subsidiaries of CNAF that own shares of CNA Surety Corporation may review their respective positions of CNA Surety Corporation shares from time to time and may acquire additional shares depending upon market conditions or other factors existing at the time of such review resulting in increases or decreases in their respective positions. Item 7. Material to be Filed as Exhibits. *Exhibit A Press Release dated March 20, 2000 *Exhibit B Joint Filing Agreement **Exhibit C Press Release dated May 26, 2000 * Previously filed ** Filed herewith SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. May 31, 2000 CONTINENTAL CASUALTY COMPANY By: /s/Jonathan D. Kantor --------------------- Name: Jonathan D. Kantor Title: Senior Vice President, General Counsel and Secretary CNA FINANCIAL CORPORATION By: /s/Jonathan D. Kantor --------------------- Name: Jonathan D. Kantor Title: Senior Vice President, General Counsel and Secretary LOEWS CORPORATION By: /s/Barry Hirsch --------------------- Name: Barry Hirsch Title: Senior Vice President and Secretary EXHIBIT INDEX *Exhibit A Press Release dated March 20, 2000 *Exhibit B Joint Filing Agreement **Exhibit C Press Release dated May 26, 2000 * Previously filed ** Filed herewith Exhibit C CNA Plaza Media: Chicago, IL 60685 Clark Walter 312-822-1454 Analysts: Donald P. Lofe, Jr. 312-822-3993 CNA For All the Commitments You Make NEWS CNA Withdraws Proposed Cash Tender Offer For All Shares of CNA Surety CHICAGO, IL., May 26, 2000 - CNA Financial Corporation (NYSE: CNA) announced today that Continental Casualty Company (CCC), a wholly owned subsidiary, has withdrawn its proposal to acquire by tender offer the shares of CNA Surety Corporation (NYSE: SUR) not already owned by CCC and its affiliates. CNA described its March 20 proposal as a move consistent with the company's intention to sharpen its strategic focus on serving businesses. The $13 per share price then represented a 17.4% premium over CNA Surety's average closing price for the past 30 trading days of $11.07 per share. Based on sharply rising stock prices across the property-casualty insurance sector, CNA has determined that market conditions are no longer favorable for pursuing its previously announced intention of making a cash tender offer for shares of CNA Surety common stock. Although CNA was prepared to increase its offer, it could not reach an agreement that was both acceptable to CNA Surety and consistent with CNA's rate of return goals. CNA today informed CNA Surety of its decision not to pursue the proposed tender offer. CCC and its affiliates currently own approximately 62 percent of the outstanding shares of CNA Surety common stock. 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. ### -----END PRIVACY-ENHANCED MESSAGE-----