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Securities and Exchange Commission.
Washington, D.C. 20549
___________________________
Schedule 14D-9
Solicitation/Recommendation Statement under Section 14(d)(4) of the
Securities Exchange Act of 1934
CONNING CORPORATION)
(Name of Subject Company)
_________________________
CONNING CORPORATION)
(Names of Persons Filing Statement)
_________________________
Common Stock, par value $.01
(Title of Class of Securities)
208215103
(CUSIP Number of Class of Securities)
Matthew P. McCauley, Esq.
Conning Corporation
Market Street, Suite H-26
St. Louis, MO 63101
(314) 444-0644
(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)
With a copy to:
Thomas L. Fairfield, Esq.
Paul, Hastings, Janofsky & Walker LLP
399 Park Avenue
New York, New York 10022
(212) 318-6000
and
Allen I. Isaacson, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8180
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Contact: METLIFE CONNING
Kevin Foley Investor Contact: Paul Kopsky, Jr.
212 578-4132 (314) 444-0715
[email protected]
Media Contact: David Garino
(314) 982-1700
METLIFE AND CONNING ANNOUNCE MERGER AGREEMENT
New York, March 9, 2000 - Metropolitan Life Insurance Company (MetLife)
and Conning Corporation (NASDAQ: CNNG) today announced that they have
entered into a definitive merger agreement providing for the acquisition
by MetLife of all of the outstanding shares of Conning not already
controlled by MetLife for $12.50 per share in cash. This is an increase
from the $10.50 per share price contained in MetLife's initial proposal
announced January 18, 2000. MetLife acquired its 61 percent interest in
Conning as a result of its January 6, 2000 acquisition of GenAmerica
Corporation, Conning's indirect majority owner. The board of directors
of each company has approved the merger agreement.
MetLife is expected to commence the tender offer for Conning's
outstanding shares by March 20, 2000. The tender offer will remain open
for 20 business days, unless extended pursuant to the merger agreement,
and is conditioned upon the tender of a sufficient number of shares to
give MetLife and its affiliates ownership of at least two-thirds of
Conning's outstanding shares. Shares not tendered will be converted
into the right to receive the same $12.50 per share in cash. The merger
agreement contains customary closing conditions.
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 in-
depth research on the insurance industry.
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Headquartered in New York City since 1868, MetLife is a leading provider
of insurance and financial products and services to a broad spectrum of
individual and group customers. The company, with $404.2 billion of
assets under management as of September 30, 1999 on a pro-forma basis,
including the acquisition of GenAmerica Corp., provides individual
insurance and investment products to approximately 9 million households
in the U.S. In addition, the corporations and institutions that MetLife
provides with group insurance and investment products have approximately
33 million employees and members. MetLife also has international
insurance operations in ten countries, with a focus on the Asia/Pacific
region, Latin America and selected European countries. For more
information about MetLife, please visit the company's Web site at
www.metlife.com.
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All stockholders should read the tender offer statement concerning the
tender offer that will be filed by MetLife with the Securities and
Exchange Commission (SEC) and mailed to stockholders. The tender offer
statement will contain important information that stockholders should
consider before making any decision regarding tendering their shares.
You will be able to obtain the tender offer statement, as well as other
filings containing information about MetLife and Conning, without
charge, at the SEC's Internet site (www.sec.gov). Copies of the tender
offer statement and other SEC filings can also be obtained, without
charge, from the MetLife Secretary.
