<PAGE>
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: _________________________
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[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-
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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
