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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
August 26, 1999
CONNING CORPORATION
(Exact name of registrant as specified in its charter)
Missouri
(State or other jurisdiction of incorporation)
0-23183 43-1719355
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(Commission File Number) (I.R.S. Employer Identification No.)
700 Market Street, St. Louis, Missouri 63101
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(Address of principal executive offices) (zip code)
(314) 444-0498
(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL.
Item 1(b) of Form 8-K requires a registrant to disclose any
arrangement known to the registrant, the operation of which may at a
subsequent date result in a change in control of the registrant.
GenAmerica Corporation ("GenAmerica") is the parent corporation of
General American Life Insurance Company and the beneficial owner of
approximately 61% of the outstanding common stock of Conning Corporation
("Conning"). On August 26, 1999, GenAmerica announced a definitive
agreement whereby Metropolitan Life Insurance Company ("MetLife") will
acquire GenAmerica, including GenAmerica's beneficial ownership of a
majority of the outstanding common stock of Conning.
The following is a description of the general terms of the
acquisition transaction that are relevant to Conning.
General
The stock purchase agreement contemplates that MetLife will
purchase all of the outstanding stock of GenAmerica from General
American Mutual Holding Company ("GAMHC"). After consummation of the
transaction, GenAmerica will be a wholly owned subsidiary of MetLife.
Purchase Price
The stock purchase agreement provides that the purchase price will
be $1.2 billion which amount will be reduced if there are delays in
completing the transaction. In the event that all required government
approvals are obtained and the closing does not occur prior to the 120th
day after August 26, 1999, for each calendar day commencing with the
120th day through the 179th day, or the closing date if earlier, the
purchase price will be reduced by $1 million, and for each day
commencing with the 180th day through the closing date, the purchase
price will be reduced by $2 million.
Employment
MetLife has agreed to maintain, for a period of one year following
the closing, the number of employees employed by GenAmerica and its
subsidiaries, including Reinsurance Group of America, Incorporated
("RGA") and Conning, at 90% of the number employed at closing provided
that this number may be adjusted to reflect businesses divested by
GenAmerica.
Headquarters; Local Activities
MetLife has agreed to maintain the corporate headquarters and
principal executive offices of GenAmerica, Conning and RGA, in St.
Louis, Missouri and to cause GenAmerica to continue to provide
charitable contributions and community support within St. Louis in
accordance with historic levels.
Interim Arrangement
MetLife will develop with GAMHC a program of coinsurance support
during the period until closing for new and existing business by General
American and similar arrangements as may be required by RGA and Cova.
MetLife will also develop with GAMHC a program of policy conversion to
support General American's in force business through the closing.
MetLife and GAMHC will implement a stabilization program to
address the funding agreement business. This program will consist of an
exchange program or other program to be agreed to by MetLife and GAMHC.
Under an exchange program, MetLife will offer an exchange contract to
each holder of a funding agreement contract. In return, General
American will transfer assets to MetLife with a market value equal to
the liabilities under these contracts plus a risk premium of $120
million. If an exchange program is implemented, MetLife will make a
capital contribution of $120 million to General American following the
closing.
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Conditions to Closing
MetLife's obligation to effect the transactions contemplated in
the stock purchase agreement are subject to among other things,
satisfaction of the following conditions:
* the representations and warranties of GAMHC set forth in the
stock purchase agreement being true and correct as of the
date of the stock purchase agreement and as of the date of
closing (subject to certain exceptions);
* GAMHC having performed or complied with all agreements,
covenants, obligations and conditions required to be
performed under the terms of the stock purchase agreement;
* GenAmerica having not commenced a voluntary bankruptcy
proceeding, and if an involuntary case is commenced against
GenAmerica, it having been dismissed within 60 days after
its commencement;
* any approvals or orders required in connection with the
reorganization proceeding to permit the consummation of the
transactions contemplated in the stock purchase agreement
having been obtained and become final and nonappealable, or
the period for appealing any such approval having passed, or
if with respect to any appeals pending, MetLife having
determined, in its sole discretion exercised in good faith,
that the appeals are unlikely to invalidate MetLife's title
to the shares of GenAmerica; and
* General American not being subject to a pending
rehabilitation proceeding under the Missouri Insurance Code.
GAMHC's obligation to complete the transactions contemplated in
the stock purchase agreement is subject to, among other things,
satisfaction of the following conditions:
* the representations and warranties of MetLife set forth in
the stock purchase agreement being true and correct as of
the date of the stock purchase agreement and as of the date
of closing (subject to certain exceptions);
* MetLife having performed or complied with all agreements,
covenants, obligations and conditions required to be
performed under the terms of the stock purchase agreement;
and
* any approvals or orders required in connection with the
reorganization proceeding to permit the consummation of the
transactions contemplated in the stock purchase agreement
having been obtained, and such approvals or orders not
having been stayed or reversed.
In addition to the foregoing, the obligations of both MetLife and
GAMHC to complete the transactions contemplated in the stock purchase
agreement are subject to satisfaction of the following conditions:
* lack of any temporary restraining order, preliminary or
permanent injunction or other order issued by a court of
competent jurisdiction or other legal restraint or
prohibition preventing the consummation of the transactions
contemplated in the stock purchase agreement;
* all approvals of governmental authorities required to
consummate the transactions contemplated in the stock
purchase agreement having been obtained and being in full
force and effect;
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* expiration or termination of the waiting period under the
Hart-Scott Rodino Act; and
* the reorganization plan, containing terms specified in an
exhibit to the stock purchase agreement, being approved.
Termination
The stock purchase agreement may be terminated prior to the
closing only as follows:
* by mutual agreement of MetLife and GAMHC;
* by either MetLife or GAMHC if a condition to its obligation
to perform becomes incapable of fulfillment;
* by MetLife if GAMHC (i) breaches or fails to perform in any
material respect any covenants or agreements, or (ii)
breaches any representation or warranty that is qualified as
to material adverse effect or breaches any other
representation or warranty which breach would have a
material adverse effect and such breach or failure to
perform is not cured within 30 days;
* by GAMHC if MetLife breaches or fails to perform in any
material respect any covenants, agreements, representation
or warranty and such breach or failure to perform is not
cured within 30 days;
* by either MetLife or GAMHC if the closing does not occur by
August 26, 2000 (or October 26, 2000 in certain
circumstances);
* by GAMHC if, as a result of a proposal from a party other
than MetLife with respect to an alternate transaction, (i)
its board of directors determines in good faith following
consultation with outside counsel and financial advisors
that acceptance of such proposal is necessary for the board
to act consistent with its fiduciary duties, or (ii) the
director of the Missouri Department of Insurance directs
GAMHC to terminate the stock purchase agreement;
* by MetLife if any material insurance subsidiary of
GenAmerica is placed in delinquency or rehabilitation
proceedings (other than any rehabilitation proceedings with
respect to General American to effectuate the transactions
contemplated in the stock purchase agreement provided that
such proceeding is completed within 21 days);
* by MetLife if an order approving the reorganization
proceeding or the stock purchase agreement is appealed and
stayed and such stay is not lifted within 15 days after it
is issued; and
* by MetLife if, after August 26, 1999, there occurs a change
that fundamentally impairs, in a manner that cannot be
remedied within a reasonable period of time, the core
business operations of GenAmerica and its subsidiaries,
taken as a whole, and is not attributable to (i) general
economic conditions in the U.S. or elsewhere, including
changes in interest rates and changes in the stock or other
financial markets, (ii) conditions generally affecting the
life insurance, life reinsurance or securities industries,
or (iii) conditions resulting from the announcement or
existence of the stock purchase agreement or the
consummation of the transactions contemplated therein.
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In addition, on August 24, 1999, a Special Committee of directors
of Conning recommended, and the Board of Directors of Conning approved,
a resolution approving the acquisition of beneficial ownership by
MetLife of all shares of Conning stock beneficially held by GenAmerica
for purposes of Article Four of Conning's Articles of Incorporation
(which contains limitations on the ability of certain shareholders to
vote shares of Conning stock) and the business combination statutes in
the General and Business Corporation Law of Missouri.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibit is filed as part of this report
on Form 8-K.
Exhibit 99.1 Press Release issued by the Company and dated
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August 26, 1999, relating to the announcement by GenAmerica Corporation
and Metropolitan Life Insurance Company.
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 10, 1999 CONNING CORPORATION
By: /s/ Fred M. Schpero
Name: Fred M. Schpero
Title: Senior Vice President
and Chief Financial Officer
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Exhibit 99.1
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[CONNING LOGO]
Investor Contact: Fred M. Schpero
or Paul Kopsky, Jr.
(314) 444-0715
Media Contact: David Garino
(314) 982-1700
Internet: http://www.conning.com
CONNING CORPORATION COMMENTS ON ANNOUNCEMENT BY
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GENAMERICA CORPORATION
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ST. LOUIS, AUGUST 26, 1999 -- Conning Corporation (NASDAQ:CNNG)
today reported that its significant client and majority shareholder,
GenAmerica Corporation ("GenAmerica"), announced a definitive agreement
whereby GenAmerica will be acquired by the Metropolitan Life Insurance
Company ("MetLife"), headquartered in New York City. The announcement
indicated that Metropolitan Life is planning to acquire GenAmerica and
its subsidiaries, including General American Life's existing ownership
of its publicly traded entities.
The announcement indicated MetLife intends to maintain GenAmerica's
headquarters in St. Louis, preserving and building upon General
American's franchises and brand names, with particular emphasis on life
insurance, asset management, and life reinsurance operations.
The acquisition announcement by GenAmerica is not expected to have any
immediate impact on Conning's core businesses. General American remains
as a significant asset management client of the Company. Conning will
work with General American and MetLife management through the transition
process in order to identify additional complementary opportunities that
will enhance the entire global franchise.
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Add One
Leonard M. Rubenstein, Conning's chairman, president and chief executive
officer, stated, "The announcement by our significant owner is an
exciting development for GenAmerica, with opportunities for the Conning
businesses. I believe this announcement clears up any uncertainty with
respect to Conning's ability to continue as a valuable franchise and
deliver the high quality service and expertise expected by our clients."
He added, "We look forward to expanding relationships with our new
partner while our management team remains focused on serving clients and
building products, ultimately generating value for Conning
shareholders."
GenAmerica Corporation is a holding company whose operations include
General American Life Insurance Company, with approximately $29 billion
in assets. Metropolitan Life is a leading provider of financial
services to a broad spectrum of individual and group customers. MetLife
has over $357 billion worth of assets under management, and serves over
33 million people by providing investment products and group insurance
to corporations and other institutions.
Conning provides asset management services primarily to insurance
companies and institutional investors with approximately $32 billion in
discretionary assets under management, manages private equity funds
investing in insurance and insurance-related companies, and conducts in-
depth research on the insurance industry.
The preceding discussions 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.
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