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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
CNA SURETY CORPORATION
(Name of Subject Company)
CNA SURETY CORPORATION
(Name of Person Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
12612L1008
(CUSIP Number of Class of Securities)
Rosemary Quinn
CNA Surety Corporation
333 S. Wabash Avenue, 41st Floor
Chicago, Illinois 60604
(312) 822-5000
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
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Mark D. Gerstein
Timothy P. FitzSimons
Latham & Watkins LLP
233 South Wacker Drive, Suite 5800
Chicago, Illinois 60606
(312) 876-7700
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Gary I. Horowitz
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017-3954
(212) 455-7113 |
o Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
This Amendment No.1 to the Solicitation/Recommendation Statement (this Amendment No. 1) on
Schedule 14D-9 (the Schedule 14D-9) amends and supplements the Schedule 14D-9, originally filed
by CNA Surety Corporation, a Delaware corporation (the Company), with the Securities and Exchange
Commission (the SEC) on May 11, 2011, relating to the tender offer commenced by Surety
Acquisition Corporation (Purchaser), a Delaware corporation and an indirect wholly-owned
subsidiary of CNA Financial Corporation (CNA Financial), pursuant to which Purchaser has offered
to purchase all the outstanding Common Stock, par value $0.01 per share (the Shares) of the
Company not owned by CNA Financial and its subsidiaries (other than the Company and its
subsidiaries) at a cash purchase price of $26.55 per share (such price, or any higher price offered
and paid by Purchaser in its sole discretion in the Offer, the Offer Price) without interest
thereon and less any applicable withholding of taxes, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated May 11, 2011 (the Offer to Purchase) and the related
Letter of Transmittal (which, together with any amendments or supplements, collectively constitute
the Offer). The Offer is described in a Tender Offer Statement and in a Schedule 13E-3
Transaction Statement, both of which were filed with the SEC on May 11, 2011.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains
unchanged and is incorporated by reference as relevant to the items in this Amendment No. 1.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following thereto:
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Exhibit |
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Description |
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(a)(5)(iv)
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Employee Stock Purchase Plan (ESPP) Q&A released to the Companys employees on May 16, 2011 |
SIGNATURE
After due 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.
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CNA SURETY CORPORATION
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By: |
/s/ JOHN F. CORCORAN
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Name: |
John F. Corcoran |
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Title: |
Senior Vice President and
Chief Financial Officer |
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Dated: May 16, 2011