<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):
February 2, 2000
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>
<PAGE>
ITEM 5. OTHER EVENTS
As previously reported by the Conning Corporation (the "Company")
in its Current Report on Form 8-K dated January 24, 2000 (filed February
3, 2000) (File No. 0-23183), which is hereby incorporated herein by
reference, on January 24, 2000, the Company announced that it had
learned of a complaint purporting to be a shareholder class action that
was filed in the Supreme Court of the State of New York, naming the
Company and Metropolitan Life Insurance Company as co-defendants. The
complaint was served on the Company on January 31, 2000.
On February 2, 2000, the Company was served with a complaint filed
by the same law firm and in the same jurisdiction as the complaint
announced by the Company on January 24, 2000, as described above. The
second complaint was substantively similar to the earlier complaint,
except that it names a different plaintiff and does not include another
law firm as of counsel.
On February 10, 2000, the Company announced that a complaint
purporting to be a shareholder class action was filed in the Circuit
Court of the City of St. Louis, Missouri, naming the Company, several of
its current and former directors, and Metropolitan Life Insurance
Company as defendants. A copy of the press release issued by the
Company announcing the filing of the complaint is filed as Exhibit 99.1
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 99.1 Press release issued by the Company on
------------
February 10, 2000 relating to the complaint filed in the Circuit Court
of the City of St. Louis, Missouri.
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: February 22, 2000
By: /s/ Fred M. Schpero
----------------------------------
Name: Fred M. Schpero
Title: Senior Vice President
and Chief Financial Officer
<PAGE>
Exhibit 99.1
------------
<PAGE>
<PAGE>
[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 DISCLOSES FILING OF CLASS ACTION COMPLAINT
--------------------------------------------------------------
ST. LOUIS, FEBRUARY 10, 2000 -- Conning Corporation (NASDAQ:CNNG)
announced today that a complaint purporting to be a shareholder class
action has been filed in the Circuit Court of the City of St. Louis
naming the Company, its board members and Metropolitan Life Insurance
Company (MetLife) as defendants. The complaint follows MetLife's
proposal in January, 2000 to acquire all of the outstanding shares of
common stock of Conning not already controlled by MetLife for $10.50 per
share in cash, subject to certain conditions. MetLife 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.
The complaint alleges that the consideration proposed to be paid by
MetLife for the shares of Conning that it does not already own is unfair
and inadequate. Additionally the complaint alleges the defendants,
individually and as part of a common plan, have breached their fiduciary
duties in connection with the MetLife proposal.
Conning believes the plaintiffs' claims are without merit and intends to
vigorously contest them.
# # #
