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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):
January 6, 2000
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
As previously reported by Conning Corporation (the "Company) in
its Current Report on Form 8-K dated August 26, 1999 (filed September
10, 1999) (File No. 0-23183), which is hereby incorporated herein by
reference, on August 26, 1999, GenAmerica Corporation ("GenAmerica")
announced that General American Mutual Holding Company ("GAMHC") had
entered into a Stock Purchase Agreement (the "Stock Purchase Agreement")
with Metropolitan Life Insurance Company ("MetLife"), whereby MetLife
would acquire GenAmerica, including GenAmerica's beneficial ownership of
a majority of the outstanding shares of common stock of the Company.
GAMHC is a Missouri mutual insurance holding company and is the parent
of GenAmerica.
As previously reported by the Company in its Current Report on
Form 8-K dated September 17, 1999 (filed September 30, 1999) (File No.
0-23183), which is hereby incorporated herein by reference, on September
17, 1999, the Circuit Court of Cole County, Missouri (the "Court")
entered an order (the "Order of Rehabilitation") placing GAHMC into
rehabilitation and approving notice of a hearing to approve a Plan of
Reorganization. The Order also appointed the Director of the Missouri
Department of Insurance (the "Department") as rehabilitator of GAMHC.
As previously reported by the Company in its Current Report on Form 8-K
dated November 10, 1999 (filed November 24, 1999), (File No. 0-23183),
which is hereby incorporated herein by reference, the Court held the
hearing and entered a judgment confirming the Plan of Reorganization.
On January 6, 2000, MetLife completed the acquisition of
GenAmerica and purchased all of the outstanding shares of common stock
of GenAmerica. A copy of the press release issued by MetLife relating
to the acquisition is filed as Exhibit 2.1 and incorporated herein by
reference. In accordance with the Stock Purchase Agreement, MetLife
paid $1.2 billion into a special account established by the Missouri
Department of Insurance to administer the rehabilitation, and eventual
liquidation, of GAMHC. MetLife used approximately $300 million of
working capital to finance the purchase of the stock of GenAmerica. The
remainder of the purchase price, approximately $900 million, was
financed by MetLife from the issuance by one of its subsidiaries,
MetLife Funding, Inc. ("MetLife Funding"), of short-term debt in the
form of commercial paper, pursuant to customary commercial paper dealer
arrangements with Deutsche Bank Securities Inc., Chase Securities Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, CS First Boston
Corporation and Goldman, Sachs & Co. The commercial paper has a
weighted-average maturity of 70 days and bears a weighted-average
interest rate of 6.06%. Upon maturity of the commercial paper, MetLife
Funding may refinance the obligations then due with proceeds arising
from one or more issuances of commercial paper of short duration that
mature at or around the estimated time of completion of the proposed
initial public offering of MetLife, Inc.
Prior to the acquisition of GenAmerica by MetLife, GAMHC was the
beneficial owner of approximately 61% of the shares of outstanding
common stock of the Company. Upon closing of the GenAmerica
acquisition, MetLife became the beneficial owner of such shares of the
Company.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
As previously reported by the Company in its Current Report on
Form 8-K dated August 10, 1999 (filed August 25, 1999) (File No.
0-23183), which is hereby incorporated herein by reference, General
American Life Insurance Company ("General American"), a subsidiary of
GenAmerica and, prior to the acquisition of GenAmerica by MetLife, the
Company's majority shareholder, became subject to an order of
administrative supervision from the Department. On January 6, 2000, the
Department lifted the order of administrative supervision of General
American.
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ITEM 5. OTHER EVENTS
On January 17, 2000, John C. Shaw resigned from the Company's
Board of Directors and related committees on which he served. A copy of
the press release issued by the Company relating to Mr. Shaw's
resignation is filed as Exhibit 99.1 and incorporated herein by
reference.
On January 18, 2000, MetLife, the beneficial owner of
approximately 61% of the outstanding shares of common stock of the
Company, announced its proposal to acquire all of the outstanding shares
of common stock of the Company not already owned by MetLife for a price
of $10.50 per share in cash. A copy of the press release issued by the
Company relating to the proposed acquisition by MetLife is filed as
Exhibit 99.2 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibit is filed as part of this report
on Form 8-K.
Exhibit 2.1 Press release issued by Metropolitan Life
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Insurance Company on January 7, 2000, relating to the acquisition of
GenAmerica Corporation.
Exhibit 99.1 Press release issued by the Company on
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January 17, 2000 relating to the resignation of John C. Shaw.
Exhibit 99.2 Press release issued by the Company on
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January 18, 2000 relating to the proposal by Metropolitan Life Insurance
Company to acquire the outstanding shares of common stock of Conning
Corporation not already owned by Metlife.
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: January 19, 2000 CONNING CORPORATION
By: /s/ Fred M. Schpero
Name: Fred M. Schpero
Title: Senior Vice President
and Chief Financial Officer
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METLIFE COMPLETES ITS ACQUISITION OF GENAMERICA
AND ITS SUBSIDIARIES
New York, Friday, January 07, 2000 -- Metropolitan Life Insurance
Company yesterday completed its acquisition of GenAmerica Corporation,
parent company of General American Life and its subsidiaries, for
approximately $1.2 billion in cash. With the acquisition, MetLife's
assets under management has increased to $404.2 billion, based on
September 30, 1999 results.
Under the terms of the agreement, the proceeds from the transaction will
be deposited into a special account. Ultimately, the proceeds of this
account, after permitted charges, will be distributed to General
American policyholders. Policies are not affected by the transaction.
Plans are for General American's headquarters to remain in St. Louis.
"I am very pleased to welcome GenAmerica into the MetLife family," said
Robert H. Benmosche, Chairman and CEO of MetLife. "The company, with its
long-standing, solid reputation in the Midwest and strong distribution
system is a perfect complement to MetLife. I am very enthusiastic about
the bright future we will share together."
GenAmerica Corporation, headquartered in St. Louis, is a holding company
whose operations include General American Life Insurance Company, a
leading provider of life insurance and annuities, Reinsurance Group of
America, Incorporated (NYSE: RGA), one of the largest life reinsurers in
the United States, and Conning Corporation (Nasdaq: CNNG), a leader in
managing assets and providing research for the insurance industry. For
more information about GenAmerica, please visit the company's Web site
at www.genam.com.
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 approximately $366.6
billion of assets under management as of September 30, 1999, 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. For more information
about MetLife, please visit the company's Web site at www.metlife.com.
Contact:
Karen Eldred
(212) 578-9561
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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 BOARD MEMBER RESIGNATION
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ST. LOUIS, JANUARY 17, 2000 -- Conning Corporation (NASDAQ:CNNG)
announced today that John C. Shaw has resigned from the Company's Board
of Directors and its related committees. Mr. Shaw indicated that his
resignation was due to personal reasons. Mr. Shaw had been a director
of Conning since June 1997.
Conning provides asset management services primarily to insurance
companies and institutional investors with 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 factors discussed in company filings with the
Securities and Exchange Commission.
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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 REPORTS ON METLIFE'S OFFER TO ACQUIRE THE
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OUTSTANDING MINORITY SHARES OF COMMON STOCK
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ST. LOUIS, JANUARY 18, 2000 -- Conning Corporation (NASDAQ:CNNG)
reported today that Metropolitan Life Insurance Company (MetLife) has
proposed to acquire all of the outstanding shares of common stock not
already controlled by MetLife for $10.50 per share in cash.
MetLife recently acquired a beneficial interest of approximately 61% in
Conning as a result of its January 6, 2000 acquisition of GenAmerica
Corporation, Conning's indirect majority owner. Conning has received
MetLife's proposal and the Conning Board of Directors will be evaluating
the proposed transaction.
Conning provides asset management services primarily to insurance
companies and institutional investors with discretionary assets under
management, manages private equity funds investing in insurance and
insurance-related companies, and conducts in-depth research on the
insurance industry.
This press release shall not be deemed to constitute a solicitation or
recommendation with respect to the MetLife proposal and no such
solicitation or recommendation will be made except in compliance with
applicable securities laws. The preceding discussions of expected future
results may constitute forward-looking statements. Actual results could
differ from expected results due to various factors discussed in company
filings with the Securities and Exchange Commission.
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