CONNING CORP
SC 13G/A, 2000-02-14
INVESTMENT ADVICE
Previous: METRIC PARTNERS GROWTH SUITE INVESTORS LP, SC 13G/A, 2000-02-14
Next: CONNING CORP, SC 13G/A, 2000-02-14




                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  ------------


                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (Amendment No. 3)*

                             SS&C Technologies, Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    85227Q100

                                 (CUSIP Number)

                                December 31, 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)
                                |_| Rule 13d-1(c)
                                |X| 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 24)


<PAGE>





CUSIP No.  85227Q100                    13G                        Page 2 of 24


    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                           373,680
                OWNED BY                      7      SOLE DISPOSITIVE POWER
                  EACH                               0
               REPORTING                      8      SHARED DISPOSITIVE POWER
              PERSON WITH                            373,680

    9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           373,680

   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
           CERTAIN SHARES                                         |_|

   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

           2.3%

   12      TYPE OF REPORTING PERSON
           HC, CO




<PAGE>



CUSIP No.  85227Q100                  13G                          Page 3 of 24


    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                           373,680
                OWNED BY                      7      SOLE DISPOSITIVE POWER
                  EACH                               0
               REPORTING                      8      SHARED DISPOSITIVE POWER
              PERSON WITH                            373,680

    9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           373,680

   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
           CERTAIN SHARES                                              |_|

   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

           2.3%

   12      TYPE OF REPORTING PERSON
           HC, IC, CO





<PAGE>





CUSIP No.  85227Q100                13G                            Page 4 of 24


    1      NAME OF REPORTING PERSONS
           IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)

           GenAm 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                           373,680
                OWNED BY                      7      SOLE DISPOSITIVE POWER
                  EACH                               0
               REPORTING                      8      SHARED DISPOSITIVE POWER
              PERSON WITH                            373,680

    9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           373,680

   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
           CERTAIN SHARES                                        |_|

   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

           2.3%

   12      TYPE OF REPORTING PERSON
           HC, CO




<PAGE>



CUSIP No.  85227Q100                    13G                        Page 5 of 24


    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                           373,680
                OWNED BY                      7      SOLE DISPOSITIVE POWER
                  EACH                               0
               REPORTING                      8      SHARED DISPOSITIVE POWER
              PERSON WITH                            373,680

    9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           373,680

   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
           CERTAIN SHARES                                                |_|

   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

           2.3%

   12      TYPE OF REPORTING PERSON
           HC, CO



<PAGE>



CUSIP No.  85227Q100                   13G                         Page 6 of 24


    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                           373,680
                OWNED BY                      7      SOLE DISPOSITIVE POWER
                  EACH                               0
               REPORTING                      8      SHARED DISPOSITIVE POWER
              PERSON WITH                            373,680

    9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           373,680

   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
           CERTAIN SHARES                                                |_|

   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

           2.3%

   12      TYPE OF REPORTING PERSON
           HC, CO


<PAGE>



CUSIP No.  85227Q100                     13G                       Page 7 of 24


    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                           373,680
                OWNED BY                      7      SOLE DISPOSITIVE POWER
                  EACH                               0
               REPORTING                      8      SHARED DISPOSITIVE POWER
              PERSON WITH                            373,680

    9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           373,680

   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
           CERTAIN SHARES                                            |_|

   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

           2.3%

   12      TYPE OF REPORTING PERSON
           BD, CO, IA




<PAGE>



CUSIP No.  85227Q100                       13G                     Page 8 of 24


    1      NAME OF REPORTING PERSONS
           IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)

           Conning Insurance Capital Limited Partnership II

    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                           0
                OWNED BY                      7      SOLE DISPOSITIVE POWER
                  EACH                               0
               REPORTING                      8      SHARED DISPOSITIVE POWER
              PERSON WITH                            0

    9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           0

   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
           CERTAIN SHARES                                             |_|

   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

           0%

   12      TYPE OF REPORTING PERSON
           PN

<PAGE>



CUSIP No.  85227Q100                      13G                      Page 9 of 24


    1      NAME OF REPORTING PERSONS
           IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)

           Conning Insurance Capital International Partners II

    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a)  |_|
                                                               (b)  |X|
    3      SEC USE ONLY

    4      CITIZENSHIP OR PLACE OF ORGANIZATION

           Cayman Islands

                                              5      SOLE VOTING POWER
               NUMBER OF                             0
                 SHARES                       6      SHARED VOTING POWER
              BENEFICIALLY                           0
                OWNED BY                      7      SOLE DISPOSITIVE POWER
                  EACH                               0
               REPORTING                      8      SHARED DISPOSITIVE POWER
              PERSON WITH                            0

    9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           0

   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
           CERTAIN SHARES                                           |_|

   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

           0%

   12      TYPE OF REPORTING PERSON
           PN


<PAGE>





CUSIP No.  85227Q100                   13G                        Page 10 of 24


    1      NAME OF REPORTING PERSONS
           IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)

           Conning Insurance Capital Limited Partnership III

    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                           307,104
                OWNED BY                      7      SOLE DISPOSITIVE POWER
                  EACH                               0
               REPORTING                      8      SHARED DISPOSITIVE POWER
              PERSON WITH                            307,104


    9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           307,104

   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
           CERTAIN SHARES                                               |_|

   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

           1.9%

   12      TYPE OF REPORTING PERSON
           PN

<PAGE>





CUSIP No.  85227Q100                      13G                     Page 11 of 24


    1      NAME OF REPORTING PERSONS
           IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)

           Conning Insurance Capital International Partners III, 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

           Cayman Islands

                                              5      SOLE VOTING POWER
               NUMBER OF                             0
                 SHARES                       6      SHARED VOTING POWER
              BENEFICIALLY                           66,576
                OWNED BY                      7      SOLE DISPOSITIVE POWER
                  EACH                               0
               REPORTING                      8      SHARED DISPOSITIVE POWER
              PERSON WITH                            66,576

    9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           66,576

   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
           CERTAIN SHARES                                           |_|

   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

           .4%

   12      TYPE OF REPORTING PERSON
           PN

<PAGE>





CUSIP No.  85227Q100                       13G                    Page 12 of 24


    1      NAME OF REPORTING PERSONS
           IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)

           Conning Investment Partners II, L.L.C.

    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                           0
                OWNED BY                      7      SOLE DISPOSITIVE POWER
                  EACH                               0
               REPORTING                      8      SHARED DISPOSITIVE POWER
              PERSON WITH                            0

    9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           0

   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
           CERTAIN SHARES                                   |_|

   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

           0%

   12      TYPE OF REPORTING PERSON
           OO


<PAGE>





CUSIP No.  85227Q100                    13G                       Page 13 of 24


    1      NAME OF REPORTING PERSONS
           IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)

           Conning Investment Partners Limited Partnership III

    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                           373,680
                OWNED BY                      7      SOLE DISPOSITIVE POWER
                  EACH                               0
               REPORTING                      8      SHARED DISPOSITIVE POWER
              PERSON WITH                            373,680


    9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           373,680

   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
           CERTAIN SHARES                                              |_|

   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

           2.3%

   12      TYPE OF REPORTING PERSON
           PN


<PAGE>



Item 1(a). Name of Issuer:

     SS&C Technologies, Inc.

Item 1(b). Address of Issuer's Principal Executive Offices:

     The principal  executive  offices of the Issuer are located at 80 Lamberton
Road, Windsor, CT 06095.

Item 2(a). Name of Person Filing:

     This  statement  is being  filed  jointly  by the  following  parties:  (i)
GenAmerica  Corporation ("GC"),  which owns all of the outstanding capital stock
of General American Life Insurance Company ("GALIC"), (ii) GALIC, which owns all
of the outstanding  capital stock of GenAm Holding Company  ("Holdings"),  (iii)
Holdings,  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  as (A) the  general  partner of the
limited  partnership  which is the general partner of Conning  Insurance Capital
Limited   Partnership   III  ("CICLP   III")  and  Conning   Insurance   Capital
International Partners III, L.P. ("CICIP III") and (B) the manager member of the
limited  liability  company  which is the general  partner of Conning  Insurance
Capital  Limited  Partnership  II ("CICLP  II") and  Conning  Insurance  Capital
International  Partners II ("CICIP II"), (vii) Conning  Investment  Partners II,
L.L.C.  ("Conning  L.L.C."),  which has  voting and  dispositive  control as the
general  partner of CICLP II and CICIP II, (viii)  Conning  Investment  Partners
Limited Partnership III ("Conning Investment"), which has voting and dispositive
control as the general  partner of CICLP III and CICIP III, (ix) CICLP II, which
formerly  directly  owned Common Stock,  (x) CICIP II, which  formerly  directly
owned Common Stock,  (xi) CICLP III,  which directly owns Common Stock and (xii)
CICIP III, which directly owns Common Stock. A copy of the agreement between the
Reporting  Persons that this  Schedule 13G is filed on behalf of each of them 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 GC,  GALIC,  Holdings 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,  Conning L.L.C.,  CICLP II and CICLP III is CityPlace II, 185 Asylum
Street, Hartford, Connecticut 06103-4105. The principal business office of CICIP
II and CICIP III is Bank of  Bermuda  (Cayman)  Limited,  P.O.  Box 513 GT Grand
Cayman, Cayman Islands, B.W.I.

Item 2(c). Citizenship:

     GC, GALIC, Holdings and Conning Corp. are Missouri  corporations.  Conning,
Inc. is a Delaware corporation.  Conning is a Connecticut  corporation.  Conning
Investment,  CICLP II and CICLP III are limited partnerships organized under the
laws of Delaware.  Conning L.L.C. is a limited liability company organized under
the laws of Delaware.  CICIP II and CICIP III are limited partnerships organized
under the laws of the Cayman Islands.


                                  Page 14 of 24


<PAGE>



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) o  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) o  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) o  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
       78c);
(d) o  Investment company registered under section 8 of the Investment
       Company Act of 1940 (15 U.S.C. 80a-8);
(e) o  An investment adviser in accordance withss. 240.13d-1(b)(1)(ii)(E);
(f) o  An employee benefit plan or endowment fund in accordance with
       ss. 240.13d-1(b)(1)(ii)(F);

(g) o  A parent holding company or control person in accordance with
       ss. 240.13d-1(b)(1)(ii)(G);

(h) o  A savings association as defined in Section 3(b) of the Federal Deposit
       Insurance Act (12 U.S.C. 1813);

(i) o  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-2(b) as an
amendment  to an original  Schedule  13G filed  pursuant to Rule  13d-1(d).  The
original  Schedule 13G was filed as a result of the ownership of more than 5% of
the Common  Stock of the Issuer  prior to the  initial  public  offering  of the
Issuer.

Item 4. Ownership.
<TABLE>
<CAPTION>

                                                                          Shared        Sole Power       Shared Power
                                                         Sole Power      Power to       to Dispose        to Dispose
                                Amount       Percent     to Vote or      Vote or      or Direct the     or Direct the
                             Beneficially      of        Direct the     Direct the     Disposition       Disposition
Reporting Person                Owned         Class         Vote           Vote             of                of
<S>                          <C>             <C>          <C>           <C>           <C>               <C>

 1.  GC                      373,680(1)       2.3%            0          373,680            0              373,680
 2.  GALIC                   373,680 (1)      2.3%            0          373,680            0              373,680
 3.  Holdings                373,680 (1)      2.3%            0          373,680            0              373,680
 4.  Conning Corp.           373,680 (1)      2.3%            0          373,680            0              373,680
 5.  Conning, Inc.           373,680 (1)      2.3%            0          373,680            0              373,680
 6.  Conning                 373,680 (1)      2.3%            0          373,680            0              373,680
 7. Conning Investment       373,680 (1)      2.3%            0          373,680            0              373,680
 8. CICLP III                307,104 (1)      1.9%            0          307,104            0              307,104
 9. CICIP III                 66,576 (1)       .4%            0           66,576            0               66,576
10. Conning L.L.C.                 0           0%             0              0              0                  0
11. CICLP II                       0           0%             0              0              0                  0
12. CICIP II                       0           0%             0              0              0                  0
- -------------------------- --------------------------- ----------------------------- ---------------- ------------------
</TABLE>


                                  Page 15 of 24


<PAGE>



     (1) By virtue of the  relationships  described  in Item  2(a),  GC,  GALIC,
Holdings,  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
the shares of Common Stock deemed beneficially owned by Conning L.L.C.,  Conning
Investment,  CICLP II,  CICIP II,  CICLP  III and  CICIP  III.  By virtue of the
relationships  described in Item 2(a), Conning,  L.L.C. may be deemed to possess
indirect beneficial  ownership of the shares of common stock deemed beneficially
held by CICLP II and CICIP II. By virtue of the relationships  described in Item
2(a), Conning Investment may be deemed to possess indirect beneficial  ownership
of the shares of Common  Stock deemed  beneficially  held by CICLP III and CICIP
III.  The  filing of this  statement  by GC,  GALIC,  Holdings,  Conning  Corp.,
Conning,  Inc.,  Conning,  Conning  L.L.C.  or Conning  Investment  shall not be
construed  as an  admission  that any of GC,  GALIC,  Holdings,  Conning  Corp.,
Conning,  Inc.,  Conning,  Conning  L.L.C.  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.

     If this  statement  is being  filed to report  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,  check the following |X|. All
of the Reporting  Persons have ceased to beneficially own more than five percent
of Common Stock.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

     Not applicable.

Item 7.  Identification  and Classification of the Subsidiary Which Acquired the
         Security Being Reported on by the Parent Holding Company.

     GC,  GALIC,  Holdings,  Conning  Corp.  and  Conning,  Inc. are each parent
holding companies in the holding company structure  described in footnote (1) to
the chart in Item 4 which  identifies  the  relationship  among the  parties and
Conning & Company, the relevant subsidiary.

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.



                                  Page 16 of 24


<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:  February 10, 2000


GENAMERICA CORPORATION

By:      /s/ Robert J. Banstetter
         Robert J.  Banstetter
         Vice President, General
         Counsel and Secretary

GENERAL AMERICAN LIFE INSURANCE COMPANY

By:      /s/ Robert J. Banstetter
         Robert J.  Banstetter
         Vice President, General
         Counsel and Secretary

GENAM HOLDING COMPANY

By:      /s/ Joyce W. Hillebrand
         Joyce W.  Hillebrand
         Assistant Secretary

CONNING CORPORATION

By:      /s/ Fred M. Schpero
         Fred M. Schpero
         Senior Vice President and
         Chief Financial Officer

                                  Page 17 of 24


<PAGE>



CONNING, INC.

By:      /s/ Fred M. Schpero
         Fred M. Schpero

         Senior Vice President, Secretary and
         Chief Financial Officer

CONNING & COMPANY

By:      /s/ Fred M. Schpero
         Fred M. Schpero

         Senior Vice President, Secretary and
         Chief Financial Officer

CONNING INSURANCE CAPITAL LIMITED PARTNERSHIP II

By:  Conning Investment Partners II, L.L.C.,
     its General Partner

By:  Conning & Company,
     its Manager Member


By:      /s/ John B. Clinton
         John B. Clinton
         Executive Vice President

CONNING INSURANCE CAPITAL INTERNATIONAL PARTNERS II

 By:  Conning Investment Partners II, L.L.C.,
     its Investment General Partner

By:  Conning & Company,
     its Manager Member


By:      /s/ John B. Clinton
         John B. Clinton
         Executive Vice President

                                  Page 18 of 24


<PAGE>



CONNING INSURANCE CAPITAL LIMITED PARTNERSHIP III

By:  Conning Investment Partners Limited Partnership III,
     its General Partner

By:  Conning & Company,
      its General Partner


By:      /s/ John B. Clinton
         John B. Clinton
         Executive Vice President

CONNING INSURANCE CAPITAL INTERNATIONAL PARTNERS III, L.P.

By:  Conning Investment Partners Limited Partnership III,
     its Investment General Partner

By:  Conning & Company,
      its General Partner


By:      /s/ John B. Clinton
         John B. Clinton
         Executive Vice President

CONNING INVESTMENT PARTNERS, L.L.C.

By:  Conning & Company,
     its Manager Member


By:      /s/ John B. Clinton
         John B. Clinton
         Executive Vice President

CONNING INVESTMENT PARTNERS LIMITED PARTNERSHIP  III

By:  Conning & Company,
     its General Partner


By:      /s/ John B. Clinton
         John B. Clinton
         Executive Vice President

                                  Page 19 of 24


<PAGE>



                                                   EXHIBIT INDEX

         EXHIBIT                                           PAGE NUMBER

A.   AGREEMENT BETWEEN REPORTING PERSONS                          21



                                  Page 20 of 24


<PAGE>



                                    EXHIBIT A

                       AGREEMENT BETWEEN REPORTING PERSONS

         This will confirm the agreement by and between the undersigned that the
Amendment  No. 3 to Schedule 13G filed on or about this date with respect to the
beneficial  ownership  of the  undersigned  of shares  of  common  stock of SS&C
Technologies,  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:  February 10, 2000


GENAMERICA CORPORATION

By:      /s/ Robert J. Banstetter
         Robert J.  Banstetter
         Vice President, General
         Counsel and Secretary

GENERAL AMERICAN LIFE INSURANCE COMPANY

By:      /s/ Robert J. Banstetter
         Robert J.  Banstetter
         Vice President, General
         Counsel and Secretary

GENAM HOLDING COMPANY

By:      /s/ Joyce W. Hillebrand
         Joyce W.  Hillebrand
         Assistant Secretary

CONNING CORPORATION

By:      /s/ Fred M. Schpero
         Fred M. Schpero
         Senior Vice President
         and Chief Financial Officer

                                  Page 21 of 24


<PAGE>



                                    EXHIBIT A

                       AGREEMENT BETWEEN REPORTING PERSONS

                                   (Continued)

CONNING, INC.

By:      /s/ Fred M. Schpero
         Fred M. Schpero

         Senior Vice President, Secretary
         and Chief Financial Officer

CONNING & COMPANY

By:      /s/ Fred M. Schpero
         Fred M. Schpero

         Senior Vice President, Secretary
         and Chief Financial Officer

CONNING INSURANCE CAPITAL LIMITED PARTNERSHIP II

By:  Conning Investment Partners II, L.L.C.,
     its General Partner

By:  Conning & Company,
     its Manager Member


By:      /s/ John B. Clinton
         John B. Clinton
         Executive Vice President

CONNING INSURANCE CAPITAL INTERNATIONAL PARTNERS II

 By:  Conning Investment Partners II, L.L.C.,
     its Investment General Partner

By:  Conning & Company,
     its Manager Member


By:      /s/ John B. Clinton
         John B. Clinton
         Executive Vice President

                                  Page 22 of 24


<PAGE>



                                    EXHIBIT A

                       AGREEMENT BETWEEN REPORTING PERSONS

                                   (Continued)

CONNING INSURANCE CAPITAL LIMITED PARTNERSHIP III

By:  Conning Investment Partners Limited Partnership III,
     its General Partner

By:  Conning & Company,
      its General Partner


By:      /s/ John B. Clinton
         John B. Clinton
         Executive Vice President

CONNING INSURANCE CAPITAL INTERNATIONAL PARTNERS III, L.P.

By:  Conning Investment Partners Limited Partnership III,
     its Investment General Partner

By:  Conning & Company,
      its General Partner


By:      /s/ John B. Clinton
         John B. Clinton
         Executive Vice President

CONNING INVESTMENT PARTNERS, L.L.C.

By:  Conning & Company,
     its Manager Member


By:      /s/ John B. Clinton
         John B. Clinton
         Executive Vice President

                                  Page 23 of 24


<PAGE>


                                    EXHIBIT A

                       AGREEMENT BETWEEN REPORTING PERSONS

                                   (Continued)

CONNING INVESTMENT PARTNERS LIMITED PARTNERSHIP  III

By:  Conning & Company,
     its General Partner


By:      /s/ John B. Clinton
         John B. Clinton
         Executive Vice President

                                  Page 24 of 24





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission