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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 24, 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 5. OTHER EVENTS
On January 24, 2000, Conning Corporation (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. 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
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January 24, 2000 relating to the complaint filed in the Supreme
Court of the State of New York.
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 3, 2000 CONNING CORPORATION
By: /s/ Fred M. Schpero
Name: Fred M. Schpero
Title: Senior Vice President
and Chief Financial Officer
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CORPORATE OVERVIEW
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PRESS RELEASE
JANUARY 24, 2000
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Investor Contact: Fred M. Schpero
or Paul Kopsky, Jr.
(314) 444-0715
Media Contact: David Garino
(314) 982-1700
Internet: http://www.conning.com
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CONNING CORPORATION DISCLOSES FILING OF CLASS ACTION COMPLAINT
ST. LOUIS, JANUARY 24, 2000 -- -- Conning Corporation (NASDAQ:CNNG)
announced today that it has learned of a complaint purporting to
be a shareholder class action that has been filed in the Supreme
Court of the State of New York, naming the Company and Metropolitan
Life Insurance Company (MetLife) as co-defendants. The complaint
follows the announcement last week of MetLife's proposal to acquire
all of the outstanding shares of common stock not already controlled
by MetLife for $10.50 per share in cash, subject to certain conditions.
MetLife acquired a beneficial interest of approximately 61% of Conning
as a result of its January 6, 2000 acquisition of GenAmerica
Corporation, Conning's indirect majority owner.
The complaint alleges that MetLife's proposal to acquire the remaining
equity interest of Conning fails to offer a fair price to Conning's
shareholders and lacks adequate procedural protections. Additionally,
the complaint alleges that as a result of MetLife's proposal,
the defendants have engaged in acts of self-dealing and breaches of
fiduciary duty in connection with the proposed transaction.
The complaint has not yet been served on Conning, however, the Company
believes the plaintiff's claims relating to Conning are without merit.
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