SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Conning Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
208215 10 3
- --------------------------------------------------------------------------------
(CUSIP Number)
Jane Weinberg, Esq.
Metropolitan Life Insurance Company
One Madison Avenue
New York, New York 10010
(212) 578-2211
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 6, 2000
- --------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
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>
SCHEDULE 13D
CUSIP No. 208215 10 3 Page 2 of 22 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metropolitan Life Insurance Company
13-5581829
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 8,304,995
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
8,304,995
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,304,995
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IC
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 208215 10 3 Page 3 of 22 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GenAmerica Corporation
43-1779470
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 8,304,995
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
8,304,995
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,304,995
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, CO
- --------------------------------------------------------------------------------
Page 3 of 22 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 208215 10 3 Page 4 of 22 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General American Life Insurance Company
43-0285930
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 8,304,995
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
8,304,995
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,304,995
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IC
- --------------------------------------------------------------------------------
Page 4 of 22 Pages
<PAGE>
Item 1. Security and Issuer.
This Statement relates to the common stock, par value of $.01 per
share (the "Shares"), of Conning Corporation, a Missouri corporation
("Conning"). The address of the principal executive offices of Conning is 700
Market Street, St. Louis, Missouri 63101.
Item 2. Identity and Background.
This Statement is filed on behalf of (i) Metropolitan Life Insurance
Company ("MetLife"), (ii) GenAmerica Corporation, a wholly owned subsidiary of
MetLife ("GenAmerica"), and (iii) General American Life Insurance Company, a
wholly owned subsidiary of GenAmerica ("GALIC") (MetLife, GenAmerica and GALIC
are referred to herein collectively as the "Filing Parties"). MetLife is a New
York life insurance company with its principal office and business at One
Madison Avenue, New York, NY 10010. MetLife is not controlled by any person or
persons. GenAmerica is a Missouri corporation and a holding company. GALIC is a
Missouri insurance corporation. The address of the principal office and business
of each of GenAmerica and GALIC is 700 Market Street, St. Louis, Missouri 63101.
GALIC is the record owner of the 8,304,995 Shares to which this Statement
relates.
Set forth on Schedule A to this Statement, and incorporated herein by
reference, is the name, business address, present principal occupation or
employment (and the name, principal business and address of any corporation or
other organization in which such employment is conducted) and citizenship of
each director and executive officer of MetLife, GenAmerica and GALIC. MetLife is
not controlled by any person or persons.
During the last five years, none of the Filing Parties nor, to the
best knowledge of the Filing Parties, any of their respective executive officers
or directors has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the last five years, none of the Filing Parties nor, to the
best knowledge of the Filing Parties, any of their respective executive officers
or directors has 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 mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares to which this Statement relates were indirectly acquired by
MetLife on January 6, 2000. Pursuant to the Stock Purchase Agreement, dated as
of August 26, 1999, as amended by the Amendment to Stock Purchase Agreement
dated as of September 16, 1999 and the Second Amendment to Stock Purchase
Agreement dated as of January 6, 2000 (as so amended, the "General American
Agreement"), by and between General American Mutual Holding Company, a Missouri
mutual insurance holding company
Page 5 of 22 Pages
<PAGE>
("General American"), and MetLife, MetLife purchased from General American all
of the issued and outstanding shares of capital stock of GenAmerica for a
purchase price of approximately $1.2 billion. MetLife used approximately $300
million of working capital to finance the purchase of the stock of GenAmerica.
The remainder of the purchase price, approximately $900 million, was financed
by MetLife from the issuance by one of its subsidiaries, MetLife Funding, Inc.
("MetLife Funding"), of short-term debt in the form of commercial paper,
pursuant to customary commercial paper dealer arrangements with Deutsche Bank
Securities Inc., Chase Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, CS First Boston Corporation and Goldman, Sachs & Co. The
commercial paper has a weighted-average maturity of 70 days and bears a
weighted-average interest rate of 6.06%. Upon maturity of the commercial paper,
MetLife Funding may refinance the obligations then due with proceeds arising
from one or more issuances of commercial paper of short duration that mature at
or around the estimated time of completion of the proposed initial public
offering of MetLife, Inc.
The description of the General American Agreement, the commercial
paper dealer arrangements and the transactions contemplated thereby set forth in
this Statement are qualified in their entirety by reference to the General
American Agreement included as Exhibits 1 through 3 to this Statement and the
commercial paper agreements included as Exhibits 8 through 10 to this Statement,
with each such Exhibit being incorporated herein by reference.
Item 4. Purpose of Transaction.
As described in Item 3 above, on January 6, 2000 MetLife purchased all
of the issued and outstanding shares of capital stock of GenAmerica, an indirect
beneficial owner of the Shares to which this Statement relates, and thereby
acquired beneficial ownership of such Shares.
On January 14, 2000, MetLife submitted a letter to the Board of
Directors of Conning setting forth MetLife's proposal to acquire all outstanding
Shares not currently beneficially owned by MetLife for $10.50 per share in cash.
As a result of the proposed transaction, MetLife would own 100% of the issued
and outstanding Shares, and Conning would become an indirect-wholly-owned
subsidiary of MetLife.
MetLife intends to take steps necessary to complete the proposed
transaction, including, but not limited to, the discussion, negotiation and
consummation of a merger agreement. There can be no assurance, however, that
such a transaction will be consummated, or, if it is consummated, that such a
transaction will be consummated on the terms and conditions set forth in
MetLife's proposal. The proposed business combination would be subject to a
number of conditions, including satisfaction of any regulatory requirements.
MetLife's proposal is also conditioned upon the approval of the Board of
Directors of Conning, including the approval of the independent directors of
Conning. The proposal is not conditioned on financing.
The Board of Directors of Conning (the "Conning Board") is expected to
form a Special Committee
Page 6 of 22 Pages
<PAGE>
consisting of independent members of the Conning Board to consider MetLife's
proposal. A copy of MetLife's proposal is attached hereto as Exhibit 5 and is
incorporated herein by reference, and the description herein of such letter is
qualified in its entirety by reference to such letter. In addition, on January
18, 2000, MetLife issued a press release announcing that it had submitted its
proposal to the Conning Board. A copy of the press release is attached hereto as
Exhibit 6 and is incorporated herein by reference, and the description herein of
such press release is qualified in its entirety by reference to such press
release.
MetLife is not interested, under any circumstances, in selling its
interest in Conning.
Depending on the response of the independent directors on the Conning
Board to the MetLife proposal and other factors deemed relevant by MetLife,
including changes in Conning's business or financial situation, MetLife reserves
the right to formulate other plans and/or make other proposals, and take such
actions with respect to its investment in Conning, including any or all of the
actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D and
any other actions as it may determine. Moreover, MetLife reserves the right to
amend or withdraw the proposal at any time in its sole discretion. Except as set
forth in this Item 4 and in furtherance of the proposed transaction, and as
contemplated by the General American Agreement, each of MetLife, GenAmerica and
GALIC presently has no plans or proposals which relate to or would result in any
of the actions set forth in parts (a) through (j) of Item 4 of Schedule 13D. The
Filing Parties may at any time reconsider and change their plans or proposals
relating to the foregoing.
Item 5. Interest in Securities of the Issuer.
(a) and (b). As of January 6, 2000, MetLife, GenAmerica and GALIC each
beneficially owned 8,304,995 Shares, or approximately 61 percent of the
outstanding Shares. Such percentage amount is based upon the number of Shares
issued and outstanding as of October 31, 1999, as described in Conning's
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999.
MetLife has shared power to vote, or to direct the vote, and shared power to
dispose, or to direct the disposition, of the Shares to which this Statement
relates with GenAmerica and GALIC.
The following information in this paragraph is to the best knowledge
of the Filing Parties. As of January 6, 2000, John W. Barber, Vice President and
Controller of GenAmerica and GALIC, may be deemed to have been a beneficial
owner of 300 Shares held by Mary L. Barber, his spouse, as trustee of a trust;
Mr. Barber did not have sole or shared voting or dispositive power with respect
to such Shares and disclaimed beneficial ownership of such Shares. As of January
6, 2000, Craig D. Schnuck, a director of GenAmerica and GALIC, beneficially
owned 2,000 Shares and shared voting and dispositive power with respect to such
Shares with Constance P. Schnuck, his spouse. As of January 6, 2000, William P.
Stiritz, a director of GenAmerica and GALIC, beneficially owned 28,500 Shares
and had sole voting and dispositive power with respect to such
Page 7 of 22 Pages
<PAGE>
Shares. As of January 6, 2000, Bernard H Wolzenski, Executive Vice President -
Individual of GenAmerica and GALIC, beneficially owned 1,600 Shares held by
Jeanne A. Wolzenski, his spouse, as trustee of a trust, and beneficially owned
2,300 Shares over which he had sole voting and dispositive power. H Edwin
Trusheim, retired Chairman of GALIC, beneficially owned 5,000 Shares and had
sole voting and dispositive power with respect to such Shares. In addition, the
proxy statement of Conning dated April 6, 1999, stated that, as of March 1,
1999, Richard A. Liddy, Chairman, President and Chief Executive Officer of
GenAmerica and GALIC, beneficially owned 52,500 Shares and had sole voting and
dispositive power with respect to such Shares. As of January 6, 2000, none of
the other executive officers or directors of MetLife, GenAmerica or GALIC
beneficially owned any Shares. All of the executive officers and directors of
MetLife, GenAmerica and GALIC collectively beneficially owned less than 1% of
the number of Shares issued and outstanding as of October 31, 1999, as described
in Conning's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1999.
(c) In the 60 days prior to the date of filing of this Statement, none
of the Filing Parties nor, to the best knowledge of the Filing Parties, any of
their respective directors and executive officers has effected any transactions
in the Shares, except as disclosed in this Statement.
(d) No other person is known by the Filing Parties to have the right
to receive or the power to direct the receipt of dividends from, and the
proceeds from the sale of, the Shares to which this Statement relates.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to a Registration Rights Agreement, dated as of June 17,
1997, among Conning, GALIC and General American Holding Company, a Missouri
corporation that has since been dissolved ("GAHC"), registration rights were
granted by Conning with respect to the Shares to which this Statement relates.
See also Items 3, 4 and 5 above.
The description of the Registration Rights Agreement and the
transactions contemplated thereby set forth in this Statement is qualified in
its entirety by reference to the Registration Rights Agreement included as
Exhibit 4 to this Statement, which is incorporated herein by reference.
Page 8 of 22 Pages
<PAGE>
Item 7. Material to be Filed as Exhibits.
Exhibit No. Description
----------- -----------
1 Stock Purchase Agreement, dated as of August 26,
1999, by and between General American and MetLife,
filed as Exhibit 2 to MetLife's Schedule 13D in
respect of Reinsurance Group of America,
Incorporated ("RGA") dated December 1, 1999, is
incorporated herein by reference.
2 Amendment to Stock Purchase Agreement, dated as of
September 16, 1999, by and between General
American and MetLife, filed as Exhibit 2A to
Amendment No. 1, dated January 14, 2000, to
MetLife's Schedule 13D in respect of RGA dated
December 1, 1999, is incorporated herein by
reference.
3 Second Amendment to Stock Purchase Agreement,
dated as of January 6, 2000, by and between
General American and MetLife, filed as Exhibit 2B
to Amendment No. 1, dated January 14, 2000, to
MetLife's Schedule 13D in respect of RGA dated
December 1, 1999, is incorporated herein by
reference.
4 Registration Rights Agreement, dated as of June
17, 1997, among Conning, GALIC and GAHC, filed as
Exhibit 10.9 to Conning's Registration Statement
on Form S-1 (Registration No. 333-35993), is
incorporated herein by reference.
5 Letter from MetLife to the Board of Directors of
Conning, dated January 14, 2000.
6 Press Release of MetLife dated January 18, 2000.
7 Joint Filing Agreement dated January 18, 2000.
8 Commercial Paper Dealer Agreement, dated as of
November 24, 1999, between MetLife Funding and
Deutsche Bank Securities Inc., filed as Exhibit
5 to Amendment No. 1, dated January 14, 2000,
to MetLife's Schedule 13D in respect of RGA
dated December 1, 1999, is incorporated herein
by reference.
9 Commercial Paper Dealer Agreement, dated as of
September 24, 1999, between MetLife Funding and
Chase Securities Inc., filed as Exhibit 6 to
Amendment No. 1, dated January 14, 2000,
Page 9 of 22
<PAGE>
to MetLife's Schedule 13D in respect of RGA dated
December 1, 1999, is incorporated herein by
reference.
10 3(a)(3) Commercial Paper Agreement, dated May
13, 1996, between MetLife Funding and CS First
Boston Corporation, filed as Exhibit 7 to
Amendment No. 1, dated January 14, 2000, to
MetLife's Schedule 13D in respect of RGA dated
December 1, 1999, is incorporated herein by
reference.
Page 10 of 22 Pages
<PAGE>
SIGNATURE
After reasonable 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.
Dated: January 18, 2000
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Jane Weinberg, Esq.
-------------------------------
Name: Jane Weinberg, Esq.
Title: Vice-President and
Investment Counsel
Page 11 of 22 Pages
<PAGE>
SIGNATURE
After reasonable 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.
Dated: January 18, 2000
GENAMERICA CORPORATION
By: /s/ Robert J. Banstetter
--------------------------------
Name: Robert J. Banstetter
Title: Vice President, General
Counsel and Secretary
Page 12 of 22 Pages
<PAGE>
SIGNATURE
After reasonable 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.
Dated: January 18, 2000
GENERAL AMERICAN LIFE INSURANCE
COMPANY
By: /s/ Robert J. Banstetter
--------------------------------
Name: Robert J. Banstetter
Title: Vice President, General
Counsel and Secretary
Page 13 of 22 Pages
<PAGE>
INCUMBENCY CERTIFICATE OF METLIFE
I, Thomas C. Hoi, an Assistant Secretary of MetLife, do hereby certify
that the following is a full, true and correct copy of Section 4.1 of the
By-Laws of MetLife:
"Any officer, or any employee designated for the purpose by the chief
executive officer, shall have power to execute all instruments in
writing necessary or desirable for the Company to execute in the
transaction and management of its business and affairs (including,
without limitation, contracts and agreements, transfers of bonds,
stocks, notes and other securities, proxies, powers of attorney,
deeds, leases, releases, satisfactions and instruments entitled to be
recorded in any jurisdiction, but excluding, to the extent otherwise
provided for in the Bylaws, authorizations for the disposition of the
funds of the Company deposited in its name and policies, contracts,
agreements, amendment and endorsements of, for or in connection with
insurance or annuities) and to affix the corporate seal."
I further certify that the following person is an officer of MetLife
and that the signature set forth opposite such officer's name is the genuine
signature of such officer:
- -------------------------------------------------------------------------------
Name Title Signature
Jane Weinberg, Esq. Vice-President and /s/ Jane Weinberg, Esq.
Investment Counsel ------------------------
In witness whereof, I have hereunto set my hand and have caused to be
affixed the corporate seal of MetLife this 18th day of January, 2000.
/s/ Thomas C. Hoi
----------------------------------
Thomas C. Hoi
Assistant Secretary
Page 14 of 22
<PAGE>
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF METLIFE
Set forth below is the name and present principal occupation or
employment of each director and executive officer of MetLife. Except as set
forth below, each person's present principal occupation or employment is with
MetLife. MetLife is a New York life insurance company. The principal business
address of MetLife is One Madison Avenue, New York, NY 10010. Each person listed
below is a citizen of the United States, except for Mr. Tweedie who is a citizen
of the United Kingdom and Canada.
Directors
---------
Name and Business Address Present Principal Occupation or
- ------------------------- Employment
-------------------------------
Curtis H. Barnette Chairman and Chief Executive Officer,
Bethlehem Steel Corporation Bethlehem Steel Corportion (steel
1170 Eighth Avenue, Martin Tower 2118 manufacturing)
Bethlehem, Pennsylvania 18016
Robert H. Benmosche Chairman of the Board, President and
Chief Executive Officer
Gerald Clark Vice-Chairman of the Board and Chief
Investment Officer
Joan Ganz Cooney Chairman, Executive Committee,
Children's Television Workshop Children's Television Workshop
One Lincoln Plaza (broadcasting)
New York, New York 10023
Burton A. Dole, Jr. Retired Chairman, President and Chief
Puritan Bennett Executive Officer, Puritan Bennett
P.O. Box 208 (medical device manufacturing)
Pauma Valley, California 92061
James R. Houghton Chairman of the Board Emeritus,
Corning Incorporated Corning Incorporated (ceramics
80 East Market Street, 2nd Floor manufacturing)
Corning, New York 14830
Harry P. Kamen Retired Chairman of the Board and
Metropolitan Life Insurance Company Chief Executive Officer
200 Park Avenue, Suite 5700
New York, New York 10166
Page 15 of 22
<PAGE>
Helene L. Kaplan Of Counsel, Skadden, Arps, Slate,
Skadden, Arps, Slate, Meagher & Meagher & Flom, LLP (law firm)
Flom, LLP
919 Third Avenue
New York, New York 10022
Charles M. Leighton Retired Chairman and Chief Executive
CML Group, Inc. Officer, CML Group, Inc.(exercise and
P.O. Box 247 leisure products)
Bolton, Massachusetts 01740
Allen E. Murray Retired Chairman of the Board and
Mobil Corporation Chief Executive Officer, Mobil
375 Park Avenue, Suite 2901 Corporation (petroleum refining)
New York, New York 10152
Stewart G. Nagler Vice-Chairman of the Board and Chief
Financial Officer
John J. Phelan, Jr. Retired Chairman and Chief Executive
New York Stock Exchange, Inc. Officer, New York Stock Exchange, Inc.
P.O. Box 312 (securities trading exchange)
Mill Neck, New York 11765
Hugh B. Price President and Chief Executive Officer,
National Urban League, Inc. National Urban League, Inc.
120 Wall Street, 7th & 8th Floors (charitable institution)
New York, New York 10005
Robert G. Schwartz Retired Chairman of the Board,
Metropolitan Life Insurance Company President and Chief Executive Officer
200 Park Avenue, Suite 5700
New York, New York 10166
Ruth J. Simmons, Ph.D. President, Smith College (educational
Smith College institution)
College Hall 20
Northampton, Massachusetts 01063
William C. Steere, Jr. Chairman of the Board and Chief
Pfizer Inc. Executive Officer, Pfizer Inc.
235 East 42nd Street (pharmaceutical manufacturing)
New York, New York 10017
Page 16 of 22 Pages
<PAGE>
Executive Officers
------------------
(Who Are Not Directors)
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
Gary A. Beller Senior Executive Vice-President and General
Counsel
James M. Benson President, Individual Business; Chairman,
Chief Executive Officer and President, New
England Life Insurance Company
C. Robert Henrikson President, Institutional Business
Catherine A. Rein Senior Executive Vice-President; President
and Chief Executive Officer, Metropolitan
Property and Casualty Insurance Company
William J. Toppeta President, Client Services; Chief
Administrative Officer
John H. Tweedie Senior Executive Vice-President
Lisa M. Weber Executive Vice-President, Human Resources
Judy E. Weiss Executive Vice-President and Chief Actuary
Page 17 of 22
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF GENAMERICA AND GALIC
Set forth below is the name and present principal occupation
or employment of each director and executive officer of GenAmerica and GALIC.
GenAmerica is a holding company, and GALIC is an insurance company. The
principal business address of each of GenAmerica and GALIC is 700 Market Street,
St. Louis, Missouri 63101. Each person listed below is a citizen of the United
States.
Directors of Both GenAmerica and GALIC
--------------------------------------
Name and Business Address Present Principal Occupation or
- ------------------------- Employment
-------------------------------
August A. Busch III Chairman and President, Anheuser-
Anheuser-Busch Companies, Inc. Busch Companies,Inc. (brewing,
One Busch Place aluminum beverage container
St. Louis, Missouri 63118 manufacturing and operating theme
parks)
William E. Cornelius Retired Chairman and Chief Executive
#2 Dunlora Lane Officer, Union Electric Company (now
St. Louis, Missouri 63131 Ameren Corporation) (electric
utility)
John C. Danforth Partner, Bryan Cave LLP (law firm)
Bryan Cave LLP
One Metropolitan Square, Suite 3600
St. Louis, Missouri 63102
Bernard A. Edison Former President, Edison Brothers
Edison Brothers Stores, Inc. Stores, Inc.(retail specialty
500 Washington Avenue, Suite 1234 stores)
St. Louis, Missouri 63101
Richard A. Liddy Chairman, President and Chief
Executive Officer, GenAmerica and
GALIC
William E. Maritz Chairman, Maritz Inc. (travel and
Maritz, Inc. communication services and
1375 N. Highway Drive motivation, training and marketing
St. Louis, Missouri 63099 research)
Craig D. Schnuck Chairman and Chief Executive
Schnuck Markets, Inc. Officer, Schnuck Markets, Inc.
11420 Lackland Road (retail grocery stores)
St. Louis, Missouri 63146
William P. Stiritz Chairman, President and Chief
Agribrands International, Inc. Executive Officer, Agribrands
9811 South Forty Drive International, Inc. (production and
marketing of animal feed
Page 18 of 22 Pages
<PAGE>
St. Louis, Missouri 63124 and agricultural and nutritional
products)
Andrew C. Taylor Chief Executive Officer and
Enterprise Rent-A-Car President, Enterprise Rent-A-Car
600 Corporate Park Drive (automobile leasing)
St. Louis, Missouri 63105
H Edwin Trusheim Retired Chairman, GALIC
GenAmerica Corporation
700 Market Street
St. Louis, Missouri 63101
Robert L. Virgil General Principal, Edward Jones &
Edward Jones & Co. Co. (securities firm)
12555 Manchester Road
St. Louis, Missouri 63131
Virginia V. Weldon
242 Carlyle Lake Drive
St. Louis, Missouri 63141
Ted C. Wetterau President, Wetterau Associates, LLC
Wetterau Associates, LLC investment management)
8112 Maryland Avenue, Suite 250A
St. Louis, Missouri 63105
Executive Officers of GenAmerica and/or GALIC
---------------------------------------------
(Who Are Not Directors)
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
Robert J. Banstetter Vice President, General Counsel and Secretary,
GenAmerica and GALIC
John W. Barber Vice President and Controller, GenAmerica and GALIC;
Chairman and President, EIM
Kevin C. Eichner Executive Vice President, GALIC
David L. Herzog Vice President - Administration and Chief Financial
Officer, GenAmerica; Vice President - Administration,
GALIC
E. Thomas Hughes Treasurer and Corporate Actuary, GenAmerica and GALIC
Bernard H Wolzenski Executive Vice President - Individual, GenAmerica and
Page 19 of 22
<PAGE>
GALIC
A. Greig Woodring Executive Vice President - Reinsurance, GALIC;
President and Chief Executive Officer, RGA
Page 20 of 22
<PAGE>
Index to Exhibits
Exhibit No. Description
----------- -----------
1 Stock Purchase Agreement, dated as of August 26,
1999, by and between General American and MetLife,
filed as Exhibit 2 to MetLife's Schedule 13D in
respect of RGA dated December 1, 1999, is
incorporated herein by reference.
2 Amendment to Stock Purchase Agreement, dated as of
September 16, 1999, by and between General
American and MetLife, filed as Exhibit 2A to
Amendment No. 1, dated January 14, 2000, to
MetLife's Schedule 13D in respect of RGA dated
December 1, 1999, is incorporated herein by
reference.
3 Second Amendment to Stock Purchase Agreement,
dated as of January 6, 2000, by and between
General American and MetLife, filed as Exhibit 2B
to Amendment No. 1, dated January 14, 2000, to
MetLife's Schedule 13D in respect of RGA dated
December 1, 1999, is incorporated herein by
reference.
4 Registration Rights Agreement, dated as of June
17, 1997, among Conning, GALIC and GAHC, filed as
Exhibit 10.9 to Conning's Registration Statement
on Form S-1 (Registration No. 333-35993), is
incorporated herein by reference.
5 Letter from MetLife to the Board of Directors of
Conning, dated January 14, 2000.
6 Press Release of MetLife dated January 18, 2000.
7 Joint Filing Agreement dated January 18, 2000.
8 Commercial Paper Dealer Agreement, dated as of
November 24, 1999, between MetLife Funding and
Deutsche Bank Securities Inc., filed as Exhibit 5
to Amendment No. 1, dated January 14, 2000, to
MetLife's Schedule 13D in respect of RGA dated
December 1, 1999, is incorporated herein by
reference.
9 Commercial Paper Dealer Agreement, dated as of
September 24, 1999, between MetLife Funding and
Chase Securities Inc., filed as Exhibit 6 to
Amendment No. 1, dated January 14, 2000, to
MetLife's Schedule 13D in respect of RGA dated
December
Page 21 of 22 Pages
<PAGE>
1, 1999, is incorporated herein by reference.
10 3(a)(3) Commercial Paper Agreement, dated May
13, 1996, between MetLife Funding and CS First
Boston Corporation, filed as Exhibit 7 to
Amendment No. 1, dated January 14, 2000, to
MetLife's Schedule 13D in respect of RGA dated
December 1, 1999, is incorporated herein by
reference.
Page 22 of 22 Pages
Exhibit 5
[METROPOLITAN LIFE INSURANCE COMPANY LETTERHEAD]
January 14, 2000
By Hand
Board of Directors
Conning Corporation
700 Market Street
St. Louis, Missouri 63101
Gentlemen:
This letter will serve to set forth in writing the general outline
of the transaction we are proposing (the "Proposed Transaction") between
Metropolitan Life Insurance Company ("MetLife") and Conning
Corporation ("Conning").
In conjunction with our acquisition of GenAmerica Corporation
("GenAmerica"), and therefore indirectly a controlling interest in Conning, we
have been considering the most effective way to partner with Conning going
forward, as well as how best to arrange for the management of the general
account assets of General American Life Insurance Company ("GALIC") currently
managed by Conning. With regard to the former, MetLife recognizes Conning's
premier position in the marketplace, and believes the addition of Conning will
further enhance MetLife's asset management capabilities. In connection with the
latter, we have determined that while MetLife has the highest regard for the
asset management expertise of Conning, MetLife will assume the management of the
general account assets of GALIC, as is its right under the investment management
agreement between GALIC and Conning. This action is consistent with MetLife's
general policy of managing the general account assets of its insurance
affiliates, which we consider to be a highly efficient approach.
As to the remainder of Conning's business, we have determined that
it would be desirable if Conning becomes a wholly owned subsidiary of MetLife,
and accordingly are proposing to acquire all of the publicly held shares of
common stock of Conning Corporation not currently held by GALIC.
Form of Transaction. The Proposed Transaction would include as its
first step a tender offer by a newly formed subsidiary of MetLife for up to all
of the outstanding shares of Conning common stock, other than those held through
GenAmerica, at a cash
<PAGE>
Board of Directors
January 13, 2000
Page 2
price per share of $10.50. This price represents a premium of 21% to the
average of the closing prices of Conning's stock over the past 20 days.
The offer would be conditioned on the valid tender and
non-withdrawal of sufficient shares of Conning common stock to increase
MetLife's ownership (including through GenAmerica) to in excess of two-thirds of
the fully diluted shares of Conning common stock. Promptly following
consummation of the tender offer, the remaining shares of Conning common stock
would be acquired at the same cash price per share as a result of a merger
between Conning and a subsidiary of MetLife.
The Proposed Transaction would be effected pursuant to a merger
agreement in form and substance customary for transactions of this sort, which
would be entered into only following approval and recommendation by the
unaffiliated members of the Conning Board of Directors, who we would expect to
serve as a Special Committee of the Board in connection with the consideration
of the Proposed Transaction, and only upon the receipt by Conning of an opinion
from your independent financial advisor as to the fairness from a financial
point of view of the Proposed Transaction to the shareholders of Conning
unaffiliated with MetLife or GenAmerica. Approval by MetLife's Board of
Directors would also be a condition to entering into the merger agreement.
Please understand also that MetLife is not interested, under any
circumstances, in selling its interest in Conning.
Management. We are keenly aware of the paramount importance of
management in the success of Conning to date, and we would necessarily be
counting on the existing management team to be firmly committed to Conning's
continuing prosperity. As a part of the Proposed Transaction, we would expect to
put in place arrangements with existing senior management of Conning to
incentivize them on a going-forward basis.
Financing. The Proposed Transaction is not subject to any
financing contingency. MetLife has sufficient funds immediately available to
complete the offer and the merger.
As you know, we and our financial and legal advisors (Credit Suisse
First Boston and Wachtell, Lipton, Rosen & Katz) are prepared to meet with the
Special Committee and its legal and financial advisors at your convenience to
review the Proposed Transaction and anything else that may be of interest or
assistance.
I look forward to continuing to work with you on the Proposed
Transaction.
<PAGE>
Board of Directors
January 13, 2000
Page 3
Sincerely,
/s/ Gary Beller
Gary Beller
Exhibit 6
Contact: Kevin Foley
212 578-4132
[email protected]
METLIFE PROPOSES TO ACQUIRE PUBLIC SHARES OF CONNING
FOR $10.50 PER SHARE IN CASH
New York, January 18, 2000 -- MetLife today announced that MetLife has proposed
to acquire all of the outstanding shares of Conning Corporation (NASDAQ: CNNG)
common stock not already controlled by MetLife for $10.50 per share in cash,
which would represent a premium of approximately 21% above the average of the
closing prices of the Conning stock over the past 20 trading days. MetLife
acquired its 61% interest in Conning as a result of its January 6 acquisition of
GenAmerica Corporation, Conning's indirect majority owner.
The transaction would be subject to customary terms and conditions, including
regulatory approvals, and approval by the MetLife Board of Directors. MetLife
reserves the right to amend or withdraw the proposal at any time in its sole
discretion. MetLife stated in its proposal that it is not interested, under any
circumstances, in selling its interest in Conning.
"MetLife recognizes Conning's premier position in the marketplace and believes
it will make an important addition to the MetLife asset management family," said
Gary Beller, MetLife General Counsel and Senior Executive Vice President. "We
look forward to working with its highly skilled staff and continuing to grow
Conning's customer base while finding the right synergies with our existing
asset management operations," Mr. Beller added.
more -
<PAGE>
-2-
MetLife plans, pursuant to the investment management agreement with Conning, to
assume the management of the general account assets of General American Life
Insurance Company that are currently managed by Conning. "This is consistent
with MetLife's general policy of managing the general account assets of its
insurance affiliates which we consider to be a highly efficient approach," added
Mr. Beller.
Conning provides asset management services primarily to insurance companies and
institutional investors, manages private equity funds investing in insurance and
insurance-related companies, and conducts in-depth research on the insurance
industry.
Headquartered in New York City since 1868, MetLife is a leading provider of
insurance and financial products and services to a broad spectrum of individual
and group customers. The company, with $404.2 billion of assets under management
as of September 30, 1999 on a pro-forma basis, including the acquisition of
GenAmerica Corp., provides individual insurance and investment products to
approximately 9 million households in the U.S. In addition, the corporations and
institutions that MetLife provides with group insurance and investment products
have approximately 33 million employees and members. MetLife also has
international insurance operations in ten countries, with a focus on the
Asia/Pacific region, Latin America and selected European countries. For more
information about MetLife, please visit the company's Web site at
www.metlife.com.
* * *
This press release is not an offer or the solicitation of an offer to buy any
securities of Conning, and no such offer or solicitation will be made except in
compliance with applicable securities laws.
Certain of the above statements are forward-looking statements that involve a
number of risks and uncertainties. Such forward-looking statements are within
the meaning of that term in Section 27A of the Securities Act of 1933, as
amended, and the Securities Litigation Reform Act of 1995. Factors that could
have a material effect include the following: business conditions in Conning's
industry and in the general economy; actual and expected results of operations
of Conning and the other parties to any possible transaction; changes in the
financial or capital markets; and the risk factors listed from time to time in
Conning's reports filed with the Securities and Exchange Commission. Readers are
cautioned that such forward-looking statements are not guarantees of future
performance.
Exhibit 7
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) of Regulation 13D-G of the Securities
Exchange Act of 1934, the persons or entities below agree to the joint filing on
behalf of each of them of the Statement on Schedule 13D (including any and all
amendments thereto) with respect to the Common Stock of Conning Corporation, and
agree that such statement is, and any amendments thereto filed by any of them
will be, filed on behalf of each of them, and further agree that this Joint
Filing Agreement be included as an Exhibit to such joint filings.
In evidence thereof the undersigned hereby execute this Agreement this 18th day
of January, 2000.
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Jane Weinberg, Esq.
-------------------------------------
Name: Jane Weinberg, Esq.
Title: Vice-President and
Investment Counsel
GENAMERICA CORPORATION
By: /s/ Robert J. Banstetter
-------------------------------------
Name: Robert J. Banstetter
Title: Vice President, General Counsel
and Secretary
GENERAL AMERICAN LIFE INSURANCE COMPANY
By: /s/ Robert J. Banstetter
-------------------------------------
Name: Robert J. Banstetter
Title: Vice President, General Counsel
and Secretary
