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333 S. Wabash Ave. Chicago IL 60604
April 13, 2010
Via Edgar Filing & Facsimile
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Jacquelyne Belcastro
Senior Vice President & Deputy General Counsel
Law Department
Telephone 312-822-4699 Facsimile 312-260-1691 Internet jacquelyne.belcastro@cna.com |
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
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Re:
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CNA Financial Corporation |
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CNA Financial Capital I |
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CNA Financial Capital II |
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CNA Financial Capital III |
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Registration Statement on Form S-3 (File No. 333-158901) |
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the Securities Act), CNA
Financial Corporation (the Company), on its own behalf and on behalf of CNA Financial Capital I,
CNA Financial Capital II and CNA Financial Capital III (together with the Company, the
Registrants), hereby requests the withdrawal of their Registration Statement on Form S-3 (File
No. 333-158901) filed with the Securities and Exchange Commission (the Commission) on April 30,
2009, as amended by Amendment No. 1 to Form S-3 filed on March 4, 2010, together with all exhibits
thereto (the Registration Statement). The Company now meets the requirements of Rule 405 under
the Securities Act to be considered a well-known seasoned issuer and, as a result, the Company
intends to file a new automatic shelf registration statement pursuant to Rule 462(e) under the
Securities Act on behalf of the Registrants. The Registration Statement was never declared
effective and no securities have been sold pursuant thereto.
In accordance with Rule 457(p) under the Securities Act, the Registrants request that all fees
paid on behalf of the Registrants to the Commission in connection with the filing of the
Registration Statement be credited to the Registrants account for future use by the Registrants.
It is our understanding that this application for withdrawal of the Registration Statement will be
deemed granted on the date that it is filed with the Commission unless, within fifteen (15) days
after such date, the Registrants receive notice from the Commission that this application will not
be granted.
Thank you for your consideration and if you have any questions on this matter, please contact
me at (312) 822-4699.
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Sincerely,
CNA FINANCIAL CORPORATION, on its own behalf and as Depositor
for CNA FINANCIAL CAPITAL I, CNA FINANCIAL CAPITAL II and CNA
FINANCIAL CAPITAL III
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By: |
/s/ Jacquelyne M. Belcastro
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Jacquelyne M. Belcastro |
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Senior Vice President and Deputy General Counsel |
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