<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
---
CNA Surety Corporation
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
12612L 10 08
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
Susan Obuchowski
Two N. Riverside Plaza, Suite 600, Chicago, IL 60606 (312) 466-4010
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
December 30, 1997
- --------------------------------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ] .
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled our 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 disclosures provided in a prior cover page.
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).
Page 1 of 21
<PAGE> 2
CUSIP No. 12612L 10 08 13D Page 2 of 21
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Equity Capsure Limited Partnership, an Illinois limited partnership
36-4122677
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
0
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 12612L 10 08 13D Page 3 of 21
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Samuel Zell
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 65,000
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
2,567,418
9 SOLE DISPOSITIVE POWER
65,000
10 SHARED DISPOSITIVE POWER
2,567,418
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,632,418
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 4
CUSIP No. 12612L 10 08 13D Page 4 of 21
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Samuel Zell Revocable Trust U/T/A dated 01/17/90
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
2,567,418
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
2,567,418
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,567,418
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
14 TYPE OF REPORTING PERSON*
OO
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 5
CUSIP No. 12612L 10 08 13D Page 5 of 21
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alphabet Partners, an Illinois general partnership
36-3002855
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 6
CUSIP No. 12612L 10 08 13D Page 6 of 21
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ZFT Partnership, an Illinois general partnership
36-3022976
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 7
CUSIP No. 12612L 10 08 13D Page 7 of 21
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ann Lurie
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
1,472,204
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,472,204
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,472,204
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 8
CUSIP No. 12612L 10 08 13D Page 8 of 21
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ann and Robert H. Lurie Family Foundation
36-3486274
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
486,760
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
486,760
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
486,760
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 9
CUSIP No. 12612L 10 08 13D Page 9 of 21
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LFT Partnership, an Illinois general partnership
36-6527526
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
486,760
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
486,760
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
486,760
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 10
CUSIP No. 12612L 10 08 13D Page 10 of 21
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arlington Leasing Co., a Nevada corporation
88-0132727
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 11
CUSIP No. 12612L 10 08 13D Page 11 of 21
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anda Partnership
88-0132846
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
498,684
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
498,684
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
498,684
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 12
CUSIP No. 12612L 10 08 13D Page 12 of 21
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Samstock, L.L.C.
36-4156890
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
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
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
1,988,769
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,988,769
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,988,769
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
14 TYPE OF REPORTING PERSON*
OO
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 13
CUSIP No. 12612L 10 08 13D Page 13 of 21
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Samstock/SZRT, L.L.C.
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
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
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
578,649
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
578,649
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
578,649
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14 TYPE OF REPORTING PERSON*
OO
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 14
ONLY THOSE ITEMS AMENDED ARE REPORTED HEREIN.
CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE
THE SAME MEANING AS THEY HAVE IN THE INITIAL
SCHEDULE 13D THERETO.
Item 2. Identity and Background.
(a) - (c) This Item is being amended to add the following as
Reporting Persons:
1. Samstock, L.L.C., a Delaware limited liability company
("Samstock");
2. Samstock/SZRT, L.L.C., a Delaware limited liability company
("Samstock/SZRT"); and
3. Anda Partnership, a Nevada general partnership ("Anda").
Samstock is wholly owned by SZ Investments, L.L.C., a Delaware
limited liability company ("SZ Investments"). SZ Investments is
owned by the Zell Trust, as the sole managing member and Alphabet
Partners and ZFT Partnership, as non-managing members.
Information concerning such entities was included in the original
Schedule 13D.
Samstock/SZRT is wholly owned by the Zell Trust. Information
concerning the Zell Trust was included in the original Schedule
13D.
Anda Partnership is composed of ten trusts created for the benefit
of Ann Lurie and her family which share equally in the
partnership. Mrs. Lurie and Mark Slezak are co-trustees of the
ten trusts. Information concerning Mrs. Lurie and Mr. Slezak was
included in the original Schedule 13D.
The business address for Samstock, Samstock/SZRT, SZ Investments
and Anda Partnership is Two N. Riverside Plaza, Chicago, IL 60606.
(d) and (e) None of the Reporting Persons have, during the last
five years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or (ii) been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was, or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandatory activities subject to,
federal or state securities laws, or find any violation with
respect to such laws.
Page 14 of 21
<PAGE> 15
Item 3. Source and Amount of Funds or Other Consideration.
and
Item 5. Interest in Securities of the Issuer.
On December 30, 1997, Equity Capsure distributed the 3,552,862
shares beneficially owned by it to its partners as follows:
<TABLE>
<S> <C>
Zell Trust 608,451 shares
Alphabet Partners 730,141 shares
ZFT Partnership 730,141 shares
LFT Partnership 486,760 shares
Arlington 997,369 shares
</TABLE>
Also on December 30, 1997, (i) the Zell Trust contributed 29,802
shares to Zell General Partnership, Inc. which in turn contributed
such shares to Samstock; (ii) the Zell Trust contributed 578,649
shares to Samstock/SZRT; (iii) Alphabet Partners contributed
730,141 shares to SZ Investments which in turn contributed the
shares to Samstock; (iv) ZFT Partnership contributed 730,141
shares to SZ Investments which in turn contributed the shares to
Samstock; (v) Arlington sold 498,685 shares to Samstock for
$14.10625 per share; and (vi) Arlington sold 498,684 shares to
Anda Partnership for $14.10625 per share.
The total consideration for the 498,685 shares purchased by
Samstock was $7,034,575.28 which was derived from the working
capital of Samstock.
The total consideration for the 498,684 shares purchased by Anda
Partnership was $7,034,561.18 which was derived from the working
capital of Anda Partnership.
To the best knowledge of the Reporting Persons, there are
43,335,213 shares of Common Stock issued and outstanding as of the
date hereof. As of the date hereof, the Reporting Persons may be
deemed to own the following shares which represent the following
percentages of the shares of Common Stock outstanding:
Page 15 of 21
<PAGE> 16
<TABLE>
<CAPTION>
REPORTING PERSON NUMBER OF SHARES PERCENTAGE OF OUTSTANDING
---------------- ---------------- -------------------------
<S> <C> <C>
Samuel Zell
2,632,418(1)(2)(3) 6.1%(1)(2)(3)
Zell Trust
2,567,418(1)(2) 5.9%(1)(2)
Ann Lurie
1,472,204(4)(5)(6) 3.4%(4)(5)(6)
Lurie Foundation 486,760(4) 1.1%(4)
LFT Partnership 486,760(5) 1.1%(5)
Anda Partnership 498,684(6) 1.2%(6)
Samstock 1,988,769(1) 4.6%(1)
Samstock/SZRT 578,649(2) 1.3%(2)
</TABLE>
<TABLE>
<S> <C>
(1) Includes 1,988,769 shares owned by Samstock.
(2) Includes 578,649 shares owned by Samstock/SZRT.
(3) Includes options to purchase 65,000 shares which are currently exercisable and beneficially owned by Mr. Zell.
(4) Includes 486,760 shares owned by the Lurie Foundation.
(5) Includes 486,760 shares owned by LFT Partnership.
(6) Includes 498,684 shares owned by Anda Partnership.
</TABLE>
Samstock, the Zell Trust as the sole indirect managing member of
Samstock and Mr. Zell as the sole trustee of the Zell Trust, share
the power to vote or to direct the vote of and share the power to
dispose or to direct the disposition of the 1,988,769 shares owned
by Samstock. The Zell Trust and Mr. Zell disclaim beneficial
ownership of all but 39,775 shares owned by Samstock.
Samstock/SZRT, the Zell Trust as the sole member of Samstock/SZRT,
and Mr. Zell as the sole trustee of the Zell Trust share the
power to vote or to direct the vote of and share the power to
dispose or to direct the disposition of the 578,649 shares owned
by Samstock/SZRT.
Mr. Zell has the sole power to vote or to direct the vote of
(assuming the exercise of the options to purchase 65,000 shares of
Common Stock) and the sole power to dispose or to direct the
disposition of the options to purchase 65,000 shares of Common
Stock beneficially owned by him.
The Lurie Foundation, Ann Lurie, Sheli Z. Rosenberg, Samuel Zell,
Mark Slezak and Andrew Lurie (as directors of the Lurie
Foundation) share the power to vote and direct the vote of and
share the power to dispose or to direct the disposition of the
486,760 shares beneficially owned by the Lurie Foundation. Messrs.
Zell, Slezak and Lurie and Mmes. Lurie and Rosenberg disclaim
beneficial ownership of the 486,760 shares beneficially owned by
the Lurie Foundation.
Page 16 of 21
<PAGE> 17
LFT Partnership and Mrs. Lurie share the power to vote or to
direct the vote of and share the power to dispose or to direct the
disposition of the 486,760 shares owned by LFT Partnership. Mrs.
Lurie disclaims beneficial ownership of the 486,760 shares owned
by LFT Partnership. Andrew Lurie is the beneficiary of one of the
six trusts which are partners in LFT Partnership.
Anda Partnership, Mrs. Lurie and Mr. Slezak share the power to
vote or to direct the vote of and share the power to dispose or to
direct the disposition of the 498,684 shares owned by Anda
Partnership. Mrs. Lurie and Mr. Slezak disclaim beneficial
ownership of the 498,684 shares owned by Anda Partnership.
Item 7. Materials to Be Filed as Exhibits.
Exhibit 4 - Amended and Restated Joint Filing Agreement dated as
of January 15, 1998.
Page 17 of 21
<PAGE> 18
SIGNATURES
After reasonable inquiry, and the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
<TABLE>
<S> <C>
Equity Capsure Limited Partnership, Alphabet Partners, an Illinois
an Illinois limited partnership general partnership
By: Samuel Zell Revocable Trust By: SZA Trust, a general partner
U/T/A 1/17/90, general partner
By: /s/ Samuel Zell By: /s/ Arthur A. Greenberg
----------------------------------- ---------------------------------------
Samuel Zell, Trustee Arthur A. Greenberg, Trustee
Samuel Zell Revocable Trust Arlington Leasing Co., a Nevada
U/T/A 01/17/90 corporation
By: /s/ Samuel Zell By : /s/ Samuel Zell
----------------------------------- ---------------------------------------
Samuel Zell, Trustee Samuel Zell, President
/s/ Samuel Zell /s/ Ann Lurie
- -------------------------------------- ------------------------------------------
Samuel Zell Ann Lurie
ZFT Partnership, an Illinois Samstock, L.L.C.
general partnership By: SZ Investments, L.L.C., its sole member
By: Samuel Zell Trust, a general partner By: Samuel Zell Revocable Trust U/T/A
1/17/90, its managing member
By: /s/ Sheli Z. Rosenberg By: /s/ Samuel Zell
- -------------------------------------- ---------------------------------------
Sheli Z. Rosenberg, Trustee Samuel Zell, Trustee
Samstock/SZRT, L.L.C. Anda Partnership, a Nevada general
By: Samuel Zell Revocable Trust partnership
U/T/A 1/17/90, its sole member By: Ann Only Trust, a general partner
By: /s/ Samuel Zell By: /s/ Ann Lurie
----------------------------------- ---------------------------------------
Samuel Zell, Trustee Ann Lurie, Co-Trustee
DATED: January 15, 1998
</TABLE>
Page 18 of 21
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
1 Joint Filing Agreement dated October 10, 1997. *
2 Reorganization Agreement, dated as of December
19, 1997 and amended July 14, 1997 among
Capsure, Continental Casualty Company and
certain of its affiliates, Issuer and Surety
Acquisition Company (incorporated herein by
reference to Appendix A of the Registration
Statement on Form S-4, dated as of August 15,
1997, of Issuer).
3 Registration Rights Agreement dated as of *
September 30, 1997 between Issuer and Equity.
4 Amended and Restated Joint Filing Agreement 20
dated as of January 15, 1998.
</TABLE>
* previously filed.
Page 19 of 21
<PAGE> 1
EXHIBIT 4
AMENDED AND RESTATED JOINT FILING AGREEMENT
AGREEMENT dated as of January 15, 1998 among Samuel Zell; Samuel Zell
as Trustee of the Samuel Zell Revocable Trust under trust agreement dated
January 17, 1990; Alphabet Partners, an Illinois general partnership; ZFT
Partnership, an Illinois general partnership; Ann Lurie; LFT Partnership, an
Illinois general partnership; Equity Capsure Limited Partnership, an Illinois
limited partnership; the Ann and Robert H. Lurie Family Foundation, an Illinois
non-stock not-for-profit corporation; Arlington Leasing Co., a Nevada
corporation; Samstock, L.L.C., a Delaware limited liability company,
Samstock/SZRT, L.L.C., a Delaware limited liability company, and Anda
Partnership, a Nevada general partnership (collectively the "Reporting
Persons").
WHEREAS, the Reporting Persons beneficially own shares of Common
Stock, par value $0.01 per share, of CNA Surety Corporation, a Delaware
corporation.
WHEREAS, the parties hereto may be deemed to constitute a "group" for
purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Act"); and
WHEREAS, each of the parties hereto desire by this Agreement to
provide for the joint filing of a Schedule 13D, and all amendments thereto,
with the Securities and Exchange Commission.
NOW, THEREFORE, the parties hereto agree as follows:
1. The parties hereto will join in the preparation and filing
of a single statement containing the information required by
Schedule 13D, and all amendments thereto, and the Schedule
13D and all such amendments will be filed on behalf of each
party hereto;
2. Each party hereto will be responsible for the timely filing
of the Schedule 13D, and all amendments thereto, and for the
completeness and accuracy of the information concerning such
party contained therein. No party hereto will be responsible
for the completeness or accuracy of the information
concerning any other party contained in the Schedule 13D or
any amendment thereto, except to the extent such party knows
or has reason to believe that such information in inaccurate.
3. Susan Obuchowski will be designated as the person authorized
to receive notices and communications with respect to the
Schedule 13D and all amendments thereto.
4. This Agreement may be executed in counterparts, all of which
when taken together will constitute one and the same
instrument.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
<TABLE>
<S> <C>
Equity Capsure Limited Partnership, Alphabet Partners, an Illinois
an Illinois limited partnership general partnership
By: Samuel Zell Revocable Trust By: SZA Trust, a general partner
U/T/A 1/17/90, general partner
By: /s/ Samuel Zell By: /s/ Arthur A. Greenberg
--------------------------------------- ---------------------------------------
Samuel Zell, Trustee Arthur A. Greenberg, Trustee
Samuel Zell Revocable Trust Arlington Leasing Co., a Nevada
U/T/A 01/17/90 corporation
By: /s/ Samuel Zell By: /s/ Samuel Zell
--------------------------------------- ---------------------------------------
Samuel Zell, Trustee Samuel Zell, President
/s/ Samuel Zell /s/ Ann Lurie
- ------------------------------------------ ------------------------------------------
Samuel Zell Ann Lurie
ZFT Partnership, an Illinois Samstock, L.L.C.
general partnership By: SZ Investments, L.L.C., its sole member
By: Samuel Zell Trust, a general partner By: Samuel Zell Revocable Trust U/T/A
1/17/90, its managing member
By: /s/ Sheli Z. Rosenberg By: /s/ Samuel Zell
--------------------------------------- ---------------------------------------
Sheli Z. Rosenberg, Trustee Samuel Zell, Trustee
Samstock/SZRT, L.L.C. Anda Partnership, a Nevada general
By: Samuel Zell Revocable Trust partnership
U/T/A 1/17/90, its sole member By: Ann Only Trust, a general partner
By: /s/ Samuel Zell By: /s/ Ann Lurie
--------------------------------------- ---------------------------------------
Samuel Zell, Trustee Ann Lurie, Co-Trustee
DATED: January 15, 1998
</TABLE>
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