SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------------------
Schedule TO/A
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act
of 1934
(Amendment No. 2 - Final Amendment)
Conning Corporation
--------------------------------------------------------
(Name of Subject Company)
CC Merger Sub Inc.
Metropolitan Life Insurance Company
--------------------------------------------------------
(Name of Filing Persons - Offeror)
Common Stock, Par Value $0.01 Per Share
--------------------------------------------------------
(Title of Class of Securities)
208215 10 3
--------------------------------------------------------
(CUSIP Number of Class of Securities)
Jane Weinberg, Esq.
Metropolitan Life Insurance Company
One Madison Avenue
New York, New York 10010
Telephone: (212) 578-2211
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of
Filing Persons)
Copy to:
Adam O. Emmerich, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1234
-------------------------------------------------------
<PAGE>
CALCULATION OF FILING FEE
---------------------------------------------------------------------
=====================================================================
TRANSACTION VALUATION* AMOUNT OF FILING FEE
---------------------------------------------------------------------
$95,425.962.50 $19,026
=====================================================================
* Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of 7,634,077 shares of common stock, par value $0.01
per share (the "Shares"), of Conning Corporation at a price per Share of $12.50
in cash. Such number of Shares represents the fully diluted number of Shares
outstanding as of March 20, 2000, less the number of Shares already beneficially
owned by Metropolitan Life Insurance Company.
|X| Check 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: $19,026.
Form or Registration No.: Schedule TO.
Filing Party: Metropolitan Life Insurance Company.
Date Filed: March 20, 2000.
[ ] 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.
|X| issuer tender offer subject to Rule 13e-4.
|X| going-private transaction subject to Rule 13e-3.
|X| 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: |X|
Page 1 of 4 Pages
Exhibit Index is on Page 4
<PAGE>
This Amendment No. 2 (this "Amendment"), the final amendment, amends
and supplements the Tender Offer Statement on Schedule TO filed by Metropolitan
Life Insurance Company, a New York life insurance company ("MetLife"), and CC
Merger Sub Inc., a Missouri corporation and a wholly owned subsidiary of MetLife
("Purchaser"), on March 20, 2000, as amended by Amendment No. 1 filed by MetLife
and Purchaser on April 10, 2000 (as amended, the "Schedule TO"), relating to the
offer (the "Offer") by Purchaser to purchase all outstanding shares of Common
Stock, par value $0.01 per share (the "Shares"), of Conning Corporation, a
Missouri corporation ("Conning"), at a purchase price of $12.50 per Share, net
to the seller in cash, upon the terms and subject to the conditions set forth in
the offer to purchase (as amended by Amendment No. 1, the "Offer to Purchase")
and in the related letter of transmittal. Capitalized terms used but defined
herein shall have the meanings assigned to such terms in the Offer to Purchase
and the Schedule TO.
This Amendment also amends and supplements the Statement on Schedule
13D with respect to Conning filed by MetLife and Purchaser with the Securities
and Exchange Commission on March 10, 2000.
ITEMS 1 THROUGH 9 AND 11 AND 13.
Items 1 through 9 and 11 and 13 of the Schedule TO are hereby
amended and supplemented by adding thereto the following:
The Offer expired at midnight, New York City time, on Monday, April
17, 2000. Pursuant to the Offer, based upon a report from the Depositary for the
Offer, the Purchaser accepted for payment 5,084,917 Shares. This number,
together with the Shares that MetLife already beneficially owns, represents
approximately 96% of the outstanding Shares. On April 18, 2000, MetLife issued a
press release announcing the closing of the tender offer and that it expects to
complete the merger of Purchaser into Conning shortly.
The full text of MetLife's April 18, 2000 press release is attached
as Exhibit (a)(11) hereto and incorporated herein by reference.
ITEM 12.
Item 12 of the Schedule TO is hereby amended by adding thereto the
following:
(a)(11) Text of press release issued by MetLife on April 18, 2000.
Page 2 of 4 Pages
<PAGE>
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.
Dated: April 18, 2000
CC MERGER SUB INC.
By /s/ Gary A. Beller
-------------------------------------
Name: Gary A. Beller
Title: President and
Chairman of the Board
METROPOLITAN LIFE INSURANCE COMPANY
By /s/ Gary A. Beller
-------------------------------------
Name: Gary A. Beller
Title: Senior Executive Vice-President
and General Counsel
Page 3 of 4 Pages
<PAGE>
EXHIBIT INDEX
(a)(11) Text of press release issued by MetLife on April 18, 2000.
Page 4 of 4 Pages
Exhibit (a)(11)
MetLife Contact: Kevin Foley Conning Contact: Paul Kopsky
212 578-4132 314-444-0423
[email protected] [email protected]
METLIFE COMPLETES TENDER OFFER FOR CONNING SHARES
New York, April 18, 2000 - Metropolitan Life Insurance Company and Conning
Corporation (NASDAQ:CNNG) (Conning) announced today that MetLife has completed
its tender offer for all outstanding shares of Conning common stock not already
owned by MetLife, at a price of $12.50 per share. The tender offer expired at
12:00 midnight, New York City time, on April 17, 2000. MetLife has been advised
by the depository for the tender offer that, as of the expiration of the tender
offer, 5,348,876 Conning shares had been validly tendered and not withdrawn
pursuant to the offer (including Conning shares tendered pursuant to the
procedures for guaranteed delivery). This number, aggregated with the number of
Conning shares that MetLife already beneficially owns, represents approximately
98% of the outstanding Conning shares. Cash payments for tendered shares are
expected to commence promptly. As previously announced, MetLife plans to acquire
the remaining approximately 2% of Conning shares for $12.50 per share through a
cash merger, expected to be completed shortly.
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.
Metropolitan Life Insurance Company, a subsidiary of MetLife, Inc., is a leading
provider of insurance and financial services to individual and group customers.
The company, with $418.8 billion of assets under management as of December 31,
1999, on a pro-forma basis, including the acquisition of GenAmerica Corporation,
serves approximately nine million individual households in the U.S. and
companies and institutions with 33 million employees and members. MetLife also
has international insurance operations in 10 countries. For more information
about MetLife, please visit the company's Web site at www.metlife.com.
###
