SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 15, 1998
---------------
Conning Corporation
(Exact name of registrant as specified in its charter)
Missouri
(State or other jurisdiction of incorporation)
0-23183 43-1719355
(Commission File Number) (I.R.S. Employer Identification No.)
700 Market Street, St. Louis, Missouri, 63101
(Address of principal executive offices) (zip code)
(314) 444-0498
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On October 15, 1998, the Registrant entered into a Stock Purchase Agreement
by and among Registrant, Noddings & Associates, Inc., Noddings Investment Group,
Inc., John G. Noddings, Thomas C. Noddings and Edna F. Noddings (the "Purchase
Agreement"), pursuant to which the Registrant agreed to purchase all of the
issued and outstanding shares of capital stock of Noddings & Associates, Inc.
and Noddings Investment Group, Inc., which are engaged in the business of
managing convertible securities portfolios and providing convertible investment
strategies to institutional and high net worth individual clients. The purchase
price will consist of approximately $4,500,000 in cash (including acquisition
expenses), and may include additional contingent consideration in the amount of
up to approximately $27,000,000 in cash payable over the three year period after
the closing, based on meeting certain financial growth targets. The consummation
of the transaction is subject to certain customary conditions set forth in the
Purchase Agreement. A copy of the press release announcing the execution of the
Purchase Agreement is attached hereto as Exhibit 99.1.
(a) Exhibits.
99.1 Press Release dated October 15, 1998, announcing the
execution of the Stock Purchase Agreement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: October 16, 1998 CONNING CORPORATION
By: /s/ Fred M. Schpero
Name: Fred M. Schpero
Title: Chief Financial Officer
[GRAPHIC OMITTED]
Investor Contact: Fred M. Schpero
or Paul Kopsky, Jr.
(314) 444-0715
Media Contact: David Garino
(314) 982-1700
Internet: http://www.conning.com
FOR IMMEDIATE RELEASE
CONNING TO ACQUIRE NODDINGS INVESTMENT GROUP
ST. LOUIS, October 15, 1998 -- Conning Corporation (NASDAQ NMS:CNNG)
announced today it entered into a definitive agreement to acquire Noddings &
Associates and Noddings Investment Group (collectively "Noddings"), a privately
held Chicago-based specialty asset manager having expertise in managing
convertible securities portfolios and providing convertible investment
strategies for large institutions and high net worth individuals.
The acquisition is expected to be accretive to earnings during the
first full year of operations and will be treated as a purchase. The initial
purchase price will include a cash payment of approximately $4.5 million,
including acquisition expenses, and may include additional contingent
consideration payments up to a maximum of approximately $27 million in the
aggregate over the next three years, subject to meeting certain financial growth
targets. The achievement of these aggressive growth targets would produce
significant earnings contributions to the Company.
The Noddings acquisition will expand Conning's asset management
investment products and provide an additional investment strategy for its
existing and prospective clients. The acquisition will immediately increase
Conning's unaffiliated assets under management by approximately $300 million.
The additional convertible securities capabilities, strategy and expertise
offered by Noddings are expected to generate recurring revenues with attractive
margins.
<PAGE>
more -
Add One
"The Noddings acquisition provides proven investment strategies and
additional products that we believe will be attractive to our existing clients
and will strengthen Conning's approach to maximizing investment returns for our
clients' portfolios," said Leonard M. Rubenstein, Conning's Chairman and Chief
Executive Officer. "This acquisition will increase the number of products and
investment strategies we offer relative to our competition," he said.
Conning will integrate Noddings' core asset management operations
through its St. Louis headquarters while retaining a strong sales team and
office in Chicago. Conning will be able to use its existing accounting and
administrative infrastructure to absorb a significant portion of those functions
currently being performed by Noddings.
"We believe the Noddings name is widely recognized by the investment
community for its expertise and investment performance in the convertible
securities markets," said Donald L. McDonald, Conning's Senior Vice President
and Chief Investment Officer. "The convertible securities asset class can be an
effective part of an overall investment strategy for our new and existing
clients," he said.
The transaction is expected to close during the fourth quarter of this
year, subject to customary conditions. Conning provides asset management
services to insurance companies, manages private equity funds investing in
insurance and insurance-related companies, and conducts in-depth research
concerning the insurance industry.
The preceding discussion of expected results may constitute
forward-looking statements. Actual results could differ from expected results
due to various factors, including whether the revenue contribution and accretion
of Noddings' operations have been projected accurately, the effect of recent
volatility in securities markets, and the ability to successfully integrate the
operations of Noddings.
# # #
