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):
July 1, 1998
---------------
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)
-------------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On July 1, 1998, the Registrant's wholly owned subsidiary, Conning Asset
Management Company ("CAM"), entered into an Asset Purchase Agreement by and
among CAM, Schroder Mortgage Associates, L. P. ("SMA"), Schroder Real Estate
Associates, L. P., Norman L. Peck, Mark Peskin, M. Leanne Lachman and Gregory A.
White (the "Purchase Agreement"), pursuant to which CAM agreed to purchase
substantially all of the assets of SMA, which is engaged in the business of
managing, originating and securitizing commercial mortgage loans and commercial
mortgage-backed securities on behalf of institutional clients. The purchase
price will consist of approximately $21,000,000 in cash (including acquisition
expenses), with additional contingent consideration in the amount of up to
$4,000,000 in cash payable over the three year period after the closing, based
on meeting certain financial targets. The consummation of the transaction is
subject to certain conditions set forth in the Purchase Agreement, including the
consent of certain clients to the assignment of their investment management
agreements with SMA. A copy of the press release announcing the execution of the
Purchase Agreement is attached hereto as Exhibit 99.1.
(a) Exhibits.
2.1 Asset Purchase Agreement, dated July 1, 1998, by and among
Conning Asset Management Company, Schroder Mortgage Associates,
L. P., Schroder Real Estate Associates, L. P., Norman L. Peck,
Mark Peskin, M. Leanne Lachman and Gregory A. White.
99.1 Press Release dated July 2, 1998, announcing the execution of the
Asset Purchase Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: July 7, 1998 CONNING CORPORATION
By: /s/ Leonard M. Rubenstein
----------------------------
Name: Leonard M. Rubenstein
Title: Chairman and Chief
Executive Officer