SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Clark/Bardes Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
180668105
(CUSIP Number)
June 7, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
| | Rule 13d-1(b)
|X| Rule 13d-1(c)
| | Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a cover page.
The information required in 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 1 of 17)
<PAGE>
CUSIP No. 180668105 13G Page 2 of 17 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
General American Mutual Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,555,600
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 1,555,600
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,555,600
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.18%
12 TYPE OF REPORTING PERSON
HC, CO
2
<PAGE>
CUSIP No. 180668105 13G Page 3 of 17 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
GenAmerica Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,555,600
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 1,555,600
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,555,600
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.18%
12 TYPE OF REPORTING PERSON
HC, CO
3
<PAGE>
CUSIP No. 180668105 13G Page 4 of 17 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
General American Life Insurance Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,555,600
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 1,555,600
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,555,600
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.18%
12 TYPE OF REPORTING PERSON
HC, IC, CO
4
<PAGE>
CUSIP No. 180668105 13G Page 5 of 17 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
Conning Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,000,000
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 1,000,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.40%
12 TYPE OF REPORTING PERSON
HC, CO
5
<PAGE>
CUSIP No. 180668105 13G Page 6 of 17 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
Conning, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,000,000
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 1,000,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.40%
12 TYPE OF REPORTING PERSON
HC, CO
6
<PAGE>
CUSIP No. 180668105 13G Page 7 of 17 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
Conning & Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,000,000
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 1,000,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.40%
12 TYPE OF REPORTING PERSON
BD, CO, IA
7
<PAGE>
CUSIP No. 180668105 13G Page 8 of 17 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
Conning Investment Partners V, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,000,000
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 1,000,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.40%
12 TYPE OF REPORTING PERSON
OO
8
<PAGE>
CUSIP No. 180668105 13G Page 9 of 17 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
Conning Insurance Capital Limited Partnership V, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,000,000
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 1,000,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.40%
12 TYPE OF REPORTING PERSON
PN
9
<PAGE>
Item 1(a). Name of Issuer:
The name of the Issuer is Clark/Bardes Holdings, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
The principal executive offices of the Issuer are located at 2121 San
Jacinto Street, Suite 2200, Dallas, Texas 75201-7906
Item 2(a). Name of Person Filing:
This statement is being filed jointly by the following parties: (i) General
American Mutual Holding Company ("GAMHC"), which owns all of the outstanding
capital stock of GenAmerica Corporation ("GC"), (ii) GC, which owns all of the
outstanding capital stock of General American Life Insurance Company ("GALIC"),
(iii) GALIC, which owns a majority of the outstanding voting capital stock of
Conning Corporation ("Conning Corp."), (iv) Conning Corp. which owns all of the
outstanding capital stock of Conning, Inc., (v) Conning, Inc. which owns all of
the outstanding capital stock of Conning & Company ("Conning"), (vi) Conning,
which has voting and dispositive control of Conning Investment Partners V, LLC
("Conning Investment") as its managing member, (vii) Conning Investment, which
has voting and dispositive control of Conning Insurance Capital Limited
Partnership V, L.P. ("CICLP V"), as the general partner of CICLP V and (viii)
CICLP V, which directly owns Common Stock. A copy of the agreement between the
Reporting Persons that this Schedule 13G is filed on behalf of is attached
hereto as Exhibit A.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of GAMHC, GC, GALIC and
Conning Corp. is 700 Market Street, St. Louis, Missouri 63101. The address of
the principal business office of each of Conning, Inc., Conning, Conning
Investment and CICLP V is CityPlace II, 185 Asylum Street, Hartford, Connecticut
06103-4105.
Item 2(c). Citizenship:
GAMHC, GC, GALIC and Conning Corp. are Missouri corporations. Conning Inc.
is a Delaware corporation. Conning is a Connecticut corporation. CICLP V is a
limited partnership organized under the laws of Delaware. Conning Investment is
a limited liability company organized under the laws of Delaware.
Item 2(d). Title of Class of Securities:
This Schedule 13G statement relates to Common Stock.
Item 2(e). CUSIP Number:
180668105
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b)
or (c), check whether the person filing is a:
(a) | | Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o);
(b) | | Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
(c) | | Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c);
(d) | | Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) | | An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E);
(f) | | An employee benefit plan or endowment fund in accordance
with ss. 240.13d-1(b)(1)(ii)(F);
10
<PAGE>
(g) | | A parent holding company or control person in accordance
with ss. 240.13d-1(b)(1)(ii)(G);
(h) | | A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) | | A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
This Schedule 13G statement is being filed pursuant to Rule 13d-1(c).
Item 4. Ownership.
<TABLE>
<CAPTION>
Sole Power Shared Power Sole Power to Shared Power
Amount to Vote or to Vote or Dispose or to Dispose or
Beneficially Percent of Direct the Direct the Direct the Direct the
Reporting Person Owned Class Vote Vote Disposition of Disposition of
<S> <C> <C> <C> <C> <C> <C>
1. GAMHC 1,555,600 (1) 16.18% 0 1,555,600 0 1,555,600
2. GC 1,555,600 (1) 16.18% 0 1,555,600 0 1,555,600
3. GALIC 1,555,600 (1) 16.18% 0 1,555,600 0 1,555,600
4. Conning Corp. 1,000,000 (1) 10.40% 0 1,000,000 0 1,000,000
5. Conning, Inc. 1,000,000 (1) 10.40% 0 1,000,000 0 1,000,000
6. Conning 1,000,000 (1) 10.40% 0 1,000,000 0 1,000,000
7. Conning Investment 1,000,000 (1) 10.40% 0 1,000,000 0 1,000,000
8.. CICLP V 1,000,000 (1) 10.40% 0 1,000,000 0 1,000,000
========================= ================== ============ ============= ================ ================ =================
</TABLE>
(1) By virtue of the relationships described in Item 2(a), GAMHC and GC may be
deemed to beneficially own all of the shares of Common Stock beneficially owned
by GALIC. By virtue of the relationships described in Item 2(a), GAMHC, GC,
GALIC, Conning Corp. and Conning, Inc. may be deemed to beneficially own all of
the shares of Common Stock beneficially owned by Conning. By virtue of the
relationships described in Item 2(a), Conning may be deemed to beneficially own
all of the shares of Common Stock deemed beneficially owned by Conning
Investment and CICLP V. By virtue of the relationships described in Item 2(a),
Conning Investment may be deemed to beneficially own all of the shares of Common
Stock deemed beneficially held by CICLP V. The filing of this statement by
GAMHC, GC, GALIC, Conning Corp., Conning, Inc., Conning or Conning Investment
shall not be construed as an admission that any of GAMHC, GC, GALIC, Conning
Corp., Conning, Inc., Conning or Conning Investment, is, for the purposes of
Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, as
amended (the "Act"), the beneficial owner of any securities covered by this
statement.
Because of the relationships described in Item 2(a), the reporting persons
may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the
Act, and as such, each member of the group would be deemed to beneficially own,
in the aggregate, all the shares of Common Stock held by members of the group.
The reporting persons disclaim membership in a group.
Item 5. Ownership of Five Percent or Less of a Class.
The filing on Schedule 13G is not for the purpose of reporting the fact
that as of the date hereof any of the Reporting Persons have ceased to be the
beneficial owner of more than five percent of the class of securities.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No person other than the Reporting Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
Common Stock owned by the Reporting Persons.
11
<PAGE>
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
GAMHC, GC, GALIC, Conning Corp., Conning, Inc., Conning and Conning
Investment are each parent holding companies or control persons in the holding
company structure described in Item 2(a) and Item 4 which identify the
relationships among such parties and their respective subsidiaries or controlled
persons.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
12
<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: June 15, 1999
GENERAL AMERICAN MUTUAL HOLDING COMPANY
By: /s/ Matthew P. McCauley
__________________________________
Name: Matthew P. McCauley
Title: Assistant Secretary
GENAMERICA CORPORATION
By: /s/ Matthew P. McCauley
__________________________________
Name: Matthew P. McCauley
Title: Vice President
GENERAL AMERICAN LIFE INSURANCE COMPANY
By: /s/ Matthew P. McCauley
__________________________________
Name: Matthew P. McCauley
Title: Vice President
CONNING CORPORATION
By: /s/ Fred M. Schpero
__________________________________
Name: Fred M. Schpero
Title: Senior Vice President and
Chief Financial Officer
CONNING, INC.
By: /s/ Fred M. Schpero
__________________________________
Name: Fred M. Schpero
Title: Senior Vice President, Secretary
and Chief Financial Officer
13
<PAGE>
CONNING & COMPANY
By: /s/ Steven F. Piaker
__________________________________
Name: Steven F. Piaker
Title: Senior Vice President
CONNING INSURANCE CAPITAL LIMITED PARTNERSHIP V, L.P.
By: Conning Investment Partners V, LLC,
its General Partner
By: Conning & Company,
its Manager Member
By: /s/ Steven F. Piaker
__________________________________
Name: Steven F. Piaker
Title: Senior Vice President
CONNING INVESTMENT PARTNERS V, LLC
By: Conning & Company,
its Manager Member
By: /s/ Steven F. Piaker
__________________________________
Name: Steven F. Piaker
Title: Senior Vice President
14
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE NUMBER
A. AGREEMENT BETWEEN REPORTING PERSONS 16
15
<PAGE>
EXHIBIT A
AGREEMENT BETWEEN REPORTING PERSONS
This will confirm the agreement by and between the undersigned that the
Schedule 13G filed on or about this date with respect to the beneficial
ownership of the undersigned of shares of common stock of Clark/Bardes Holdings,
Inc., a Delaware corporation, is being filed on behalf of each of the parties
named below.
This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the
same instrument.
Date: June 15, 1999
GENERAL AMERICAN MUTUAL HOLDING COMPANY
By: /s/ Matthew P. McCauley
__________________________________
Name: Matthew P. McCauley
Title: Assistant Secretary
GENAMERICA CORPORATION
By: /s/ Matthew P. McCauley
__________________________________
Name: Matthew P. McCauley
Title: Vice President
GENERAL AMERICAN LIFE INSURANCE COMPANY
By: /s/ Matthew P. McCauley
__________________________________
Name: Matthew P. McCauley
Title: Vice President
CONNING CORPORATION
By: /s/ Fred M. Schpero
__________________________________
Name: Fred M. Schpero
Title: Senior Vice President and
Chief Financial Officer
16
<PAGE>
EXHIBIT A
AGREEMENT BETWEEN REPORTING PERSONS
(Continued)
CONNING, INC.
By: /s/ Fred M. Schpero
__________________________________
Name: Fred M. Schpero
Title: Senior Vice President, Secretary
and Chief Financial Officer
CONNING & COMPANY
By: /s/ Steven F. Piaker
__________________________________
Name: Steven F. Piaker
Title: Senior Vice President
CONNING INSURANCE CAPITAL LIMITED PARTNERSHIP V, L.P.
By: Conning Investment Partners V, LLC
its General Partner
By: Conning & Company,
its Manager Member
By: /s/ Steven F. Piaker
__________________________________
Name: Steven F. Piaker
Title: Senior Vice President
CONNING INVESTMENT PARTNERS V, LLC
By: Conning & Company
its Manager Member
By: /s/ Steven F. Piaker
__________________________________
Name: Steven F. Piaker
Title: Senior Vice President
17
