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As filed with the Securities and Exchange Commission on December 19, 1997
Registration No. 333-----------
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CONNING CORPORATION
(Exact name of issuer as specified in its charter)
Missouri
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(State or other jurisdiction of incorporation or organization)
43-1719355
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(Federal Employer Identification Number)
700 Market Street
St. Louis, Missouri 63101
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(Address of principal executive offices)
CONNING CORPORATION
1995 FLEXIBLE STOCK PLAN
1996 FLEXIBLE STOCK PLAN
1997 FLEXIBLE STOCK PLAN
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(Full title of the Plan)
Leonard M. Rubenstein
Chairman and Chief Executive Officer
Conning Corporation
700 Market Street
St. Louis, Missouri 63101
(Name and Address of Agent for Service)
(314) 444-0498
(Telephone number, including area code, of Agent for Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
========================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share<F1> Price<F1> Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value<F2> 3,437,500 $10.989916 $37,778,838 $11,145
========================================================================================================
<FN>
- --------------------
<F1> Calculated pursuant to Rule 457(h) under the Securities Act of 1933.
The proposed maximum aggregate offering price represents: (1) the product
of the exercise prices of the currently outstanding options under the
1995 Flexible Stock Plan, the 1996 Flexible Stock Plan and the 1997
Flexible Stock Plan and the number of shares underlying such outstanding
options plus (2) the product of the average of the high and low sales
prices of a share of Common Stock on the Nasdaq National Market on
December 16, 1997 with respect to the remaining shares reserved for
issuance under the 1997 Flexible Stock Plan and such number of remaining
reserved shares. The proposed maximum offering price per share represents
the proposed maximum aggregate offering price divided by the total number
of shares to be registered.
<F2> This Registration Statement also covers such additional shares of
Common Stock as may be issuable pursuant to antidilution provisions.
</TABLE>
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission"), are incorporated herein by reference as of
their respective dates of filing:
(a) Registration Statement on Form S-1, as amended (No. 333-
35993), which contains unaudited consolidated financial statements of
the registrant as of and for the nine months ended September 30, 1997
and 1996, audited consolidated financial statements of the registrant
as of and for the fiscal years ended December 31, 1996, 1995 and 1994,
unaudited financial statements for the registrant (parent company only)
as of and for the fiscal years ended December 31, 1996 and 1995, and
audited financial statements for the registrant as of and for the six
months ended June 30, 1995.
(b) The description of the registrant's common stock which is
contained in the Registration Statement on Form 8-A (No. 000-23183)
dated and filed on October 8, 1997, as amended on November 6, 1997.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended ("Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all Common Stock offered hereunder has been
sold or which deregisters all Common Stock then remaining unsold hereunder,
shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified
or suspended for purposes of this Registration Statement to the extent that
a statement contained in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities to be offered are registered under Section 12 of
the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The Honorable John C. Danforth, a partner of Bryan Cave LLP, is a
director of General American Mutual Holding Company and General American Life
Insurance Company, which own all of the stock of the Company's majority
shareholder, General American Holding Company, and a director of GenAmerica
Corporation, a subsidiary of General American Mutual Holding Company. He also
beneficially owns 7,300 shares of the Company's Common Stock. Bryan Cave LLP
from time to time serves as legal counsel to General American Life Insurance
Company and certain of its affiliates.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 351.355(1) of the Revised Statutes of Missouri provides that a
corporation may indemnify a director, officer, employee or agent of the
corporation in any action, suit or proceeding other than an action by or in
the right of the corporation, against expenses (including attorney's fees),
judgments, fines and settlement amounts actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action,
had no reasonable cause to believe his conduct was unlawful. Section
351.355(2) provides that the corporation may indemnify any such person in any
action or suit by or in the right of the corporation against expenses
(including attorneys' fees) and settlement amounts actually and reasonably
incurred by him in connection with the defense or settlement of the action or
suit if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, except that he
may not be indemnified in respect of any matter in which he has been adjudged
liable for negligence or misconduct in the performance of his duty to the
corporation, unless authorized by the court. Section 351.355(3) provides
that a corporation shall indemnify any such person against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection with the action, suit or proceeding if he has been successful in
defense of such action, suit or proceeding and if such action, suit or
proceeding is one for which the corporation may indemnify him under Section
351.355(1) or (2). Section 351.355(7) provides that a corporation shall have
the power to give any further indemnity to any such person, in addition to
the indemnity otherwise authorized under Section 351.355, provided such
further indemnity is either (i) authorized, directed or provided for in the
articles of incorporation of the
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corporation or any duly adopted amendment thereof or (ii) is authorized,
directed or provided for in any by-law or agreement of the corporation which
has been adopted by a vote of the shareholders of the corporation, provided
that no such indemnity shall indemnify any person from or on account of such
person's conduct which was finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct.
The Amended and Restated Articles of Incorporation of the Company contain
provisions indemnifying its directors and officers to the extent authorized
specifically by Sections 351.355(1), (2), (3) and (7).
Directors or officers of the Company who are directors or officers of
General American Life Insurance Company ("General American") may also be
entitled to indemnification by General American under the provisions of General
American's Articles of Incorporation, which provide indemnification to them
since they serve, at General American's request, as directors or officers of
the Company. Such individuals are also covered by General American's
director's and officer's liability insurance policy.
General American Mutual Holding Company maintains a policy of insurance
under which the directors and officers of the Company are insured, subject to
the limits of the policy, against certain losses, as defined in the policy,
arising from claims made against such directors and officers by reason of any
wrongful acts, as defined in the policy, in their respective capacities as
directors or officers of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement;
notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, as
amended ("Securities Act"), the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of St.
Louis, State of Missouri, on the 18th day of December, 1997.
CONNING CORPORATION
By /s/ Leonard M. Rubenstein
--------------------------------------------
Leonard M. Rubenstein
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<C> <S> <C>
Director
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John A. Fibiger
/s/ Richard A. Liddy Director December 18, 1997
- ------------------------------
Richard A. Liddy
/s/ Leonard M. Rubenstein Chairman and Chief Executive Officer December 18, 1997
- ------------------------------ (Principal Executive Officer)
Leonard M. Rubenstein
/s/ Fred M. Schpero Senior Vice President and Chief Financial December 18, 1997
- ------------------------------ Officer (Principal Financial and Accounting
Fred M. Schpero Officer)
Director
- ------------------------------
John C. Shaw
/s/ Maurice W. Slayton President and Director December 18, 1997
- ------------------------------
Maurice W. Slayton
</TABLE>
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<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit
Number Description
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<C> <S>
4.1 Restated Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to Amendment No. 3 to the Company's
Registration Statement on Form S-1 (No. 333-35993) filed on December
11, 1997)
4.2 Form of Amendment to Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-1, as amended (No. 333-35993) filed on September
19, 1997)
4.3 Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the
Company's Registration Statement on Form S-1, as amended (No. 333-
35993) filed on September 19, 1997)
5.1 Opinion of Bryan Cave LLP
23.1 Consent of Bryan Cave LLP (Included in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Price Waterhouse LLP
</TABLE>
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EXHIBIT 5.1
[BRYAN CAVE LETTERHEAD]
December 17, 1997
Board of Directors
Conning Corporation
700 Market Street
St. Louis, Missouri 63101
Ladies and Gentlemen:
We have acted as counsel to Conning Corporation, a Missouri
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of 3,437,500 shares of the Company's
common stock, par value $.01 per share (the "Shares"), which have been or may
be issued pursuant to the Company's 1995 Flexible Stock Plan, 1996 Flexible
Stock Plan or 1997 Flexible Stock Plan (the "Plans"), by means of a
registration statement on Form S-8 (the "Registration Statement").
We have examined originals or copies, certified or otherwise,
identified to our satisfaction of such documents, corporate records,
certificates of public officials and other instruments as we deemed necessary
for the purpose of the opinion expressed herein. We have assumed the
genuineness of all signatures on all documents examined by us, the
authenticity of all documents submitted to us as originals, and the
conformity to authentic originals of all documents submitted to us as
certified or photostatic copies. We have also assumed the due authorization,
execution and delivery of all documents. On the basis of the foregoing, we
are of the opinion that the Shares have been duly and validly authorized for
issuance, and when issued, delivered and paid for in accordance with the
Plans, the Shares will be legally issued, fully paid and non-assessable.
This opinion is not rendered with respect to any laws other than
The General and Business Corporation Law of the State of Missouri.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to your filing copies of this
opinion as an exhibit to the Registration Statement with such agencies of
such states as you deem necessary in the course of complying with the laws of
such states regarding the offering and sale of the Shares. In giving this
consent, we do not admit that we are in the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Bryan Cave LLP
BRYAN CAVE LLP
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INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Shareholders
Conning Corporation:
We consent to the use of our reports incorporated herein by reference,
which reports appear in the Registration Statement on Form S-1, as amended
(No. 333-35993), of Conning Corporation and subsidiaries.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
December 19, 1997
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CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 21, 1995, except for
Note 12, as to which the date is September 19, 1997, relating to the
consolidated financial statements of Conning, Inc. & Subsidiaries, which
appears on page F-39 of the Registration Statement on Form S-1 of Conning
Corporation. We also consent to the incorporation by reference of the
reference to us under the heading "Experts" on page 69 of that Registration
Statement.
/s/ Price Waterhouse LLP
Hartford, Connecticut
December 19, 1997
