<PAGE>
<PAGE>
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):
September 17, 1999
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)
<PAGE>
ITEM 1. CHANGES IN CONTROL
A description of the arrangement that may result in a change in
control of GenAmerica Corporation ("GenAmerica") is set forth in Item 3
below, which is incorporated herein by reference.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Item 3(a) of Form 8-K requires a registrant to disclose, among
other things, any proceeding under state law in which a court or
governmental agency has assumed jurisdiction over the business of the
registrant's parent by leaving the existing directors and officers in
possession but subject to the supervision and orders of the court or
governmental agency. General American Mutual Holding Company ("GAMHC")
is the beneficial owner of approximately 61% of the shares of
outstanding common stock of Conning Corporation (the "Company"). GAMHC
is a Missouri mutual insurance holding company and is the parent of
GenAmerica. GenAmerica is the parent of General American Life Insurance
Company ("General American Life"), a Missouri life insurance company,
and a major client of the Company.
As previously reported by the Company in its Current Report on Form
8-K dated August 18, 1999 (filed August 18, 1999) (File No. 0-23183)
which is incorporated herein by reference, on August 10, 1999, General
American Life became subject to an order of administrative supervision
("Order of Supervision") from the Missouri Department of Insurance (the
"Department"), which remains in effect. As previously reported by the
Company in its Current Report on Form 8-K dated September 10, 1999 (filed
September 10, 1999) (File No. 0-23183), which is incorporated herein by
reference, on August 26, 1999, GenAmerica announced that GAMHC had entered
into a Stock Purchase Agreement with Metropolitan Life Insurance Company
("MetLife"), whereby MetLife will acquire GenAmerica, including GenAmerica's
beneficial ownership of a majority of the outstanding common stock of the
Company.
On September 17, 1999, the Circuit Court of Cole County, Missouri
(the "Court"), entered an order (the "Order of Rehabilitation") placing
GAMHC into rehabilitation and approving notice of a hearing to approve a
Plan of Reorganization ("Plan"). The primary purpose of the rehabilitation
proceeding is to facilitate the sale of GenAmerica stock to MetLife in
accordance with the terms of the Stock Purchase Agreement referenced above.
The Plan provides, among other things, for a hearing to be held by the Court
on November 10-12, 1999. The purpose of the hearing is for the Court to
decide whether to approve, disapprove, or modify the Plan. The Order of
Rehabilitation also appoints the Director of the Department as rehabilitator
of GAMHC.
Conning Corporation is not supervised or regulated by the Department
and is not subject to the Order of Supervision or the Order of
Rehabilitation.
ITEM 5. OTHER EVENTS.
On September 22, 1999, Leonard M. Rubenstein retired from
active service with the Company and was succeeded by Arthur C. (Duke)
Reeds, III, who was elected chairman of the board, president, and chief
executive officer. A copy of the press release relating to Reeds'
election is filed as Exhibit 99.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibits are filed as part of this
report on Form 8-K.
Exhibit 99.1 Press Release issued by the Company on
------------
September 22, 1999, relating to the election of Arthur C. (Duke) Reeds,
III, as chairman, president, and chief executive officer.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: September 30, 1999 CONNING CORPORATION
By: /s/ Fred M. Schpero
Name: Fred M. Schpero
Title: Senior Vice President
and Chief Financial Officer
<PAGE>
Exhibit 99.1
------------
Conning Corporation
700 Market Street
St. Louis, MO 63101
PRESS RELEASE
-------------
Investor Contact: Fred Schpero or
Paul Kopsky
(314) 444-0715
Media Contact: David Garino
(314) 982-1700
CONNING ELECTS ARTHUR REEDS CHAIRMAN AND CEO
ST. LOUIS, MO., SEPTEMBER 22, 1999 -- Conning Corporation
(Nasdaq/NMS: CNNG) announced today that its board of directors elected
Arthur C. (Duke) Reeds, III chairman of the board, president and chief
executive officer, succeeding Leonard M. Rubenstein, who retired from
active service with the company. Reeds, who has been a Conning director
since July 1998, was formerly president of CIGNA Corporation's
investment management subsidiary and CIGNA's chief investment officer.
His career at CIGNA spanned 30 years.
Reeds commented, "It is a privilege for me to join Conning's
management group. I look forward to helping Conning provide
professional services to its clients and profitable growth to its
shareholders. The pending acquisition of GenAmerica Corporation by
Metropolitan Life Insurance Company should broaden the opportunities for
Conning." GenAmerica Corporation is a significant client and majority
shareholder of Conning, holding 61 percent of Conning common stock.
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
extensive research on the life insurance and property-casualty insurance
industries.
The preceding discussion of expected future results may constitute
forward-looking statements. Actual results could differ from expected
results due to various factors, including whether final costs exceed
estimates, revenue contributions from transactions and acquisitions have
been projected accurately, and other factors discussed in company
filings with the Securities and Exchange Commission.
###
