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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(RULE 14D-101)
Solicitation/Recommendation Statement Under Section 14(d)(4)
of the Securities Exchange Act of 1934
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CNA SURETY CORPORATION
(Name of Subject Company)
CNA SURETY CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
12612L1008
(CUSIP Number of Class of Securities)
Paul T. Lively
Vice President & General Counsel
CNA Surety Corp.
CNA Plaza
Chicago, Illinois 60685
Telephone: (312) 822-3895
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement).
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.*
* This Schedule 14D-9 relates to the proposed tender offer by Continental
Casualty Company, a wholly owned subsidiary of CNA Financial Corporation.
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On or about March 27, 2000, CNA Surety Corporation (the "Company")
intends to mail or otherwise forward to its shareholders a Proxy Statement
containing the following information concerning the proposed tender offer by
Continental Casualty Company ("CCC"), a wholly owned subsidiary of CNA Financial
Corporation ("CNAF"):
Finally, on March 20, 2000, CNAF announced a proposal by CCC to acquire
all of the outstanding shares of the Company's Common Stock not currently owned
by CCC and its affiliates through a negotiated cash tender offer at a price of
$13.00 per share. CCC and its affiliates own approximately 63% of the
outstanding shares of the Company. The Company's Board of Directors has
appointed a special committee of independent directors to review the proposal.
The review is not yet completed, and the Company is not currently in a position
to make any recommendation to its shareholders concerning the proposed tender
offer.
The tender offer for the outstanding shares of the Company's Common
Stock described in the preceding paragraph has not yet commenced. After the
tender offer commences, the Company will file a solicitation/recommendation
statement with the Securities and Exchange Commission. The Company's
shareholders should read the solicitation/recommendation statement when it
becomes available because it will contain important information about the
Company's position regarding the tender offer. The Company's shareholders can
obtain the solicitation/recommendation 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. Upon written or oral
request, the Company will send shareholders the solicitation/recommendation
statement (except for exhibits) for free when it is available. The Company's
shareholders can call the Company at (312) 822-6841 or write to the Company at:
CNA Surety Corporation
CNA Plaza
Chicago, IL 60685
Attention: Ms. Ruth Jantz
