1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CONNING CORPORATION ------------------- (Exact name of Registrant as Specified in its Charter) MISSOURI 43-1719355 ---------------------------------- --------------------- (State of Incorporation or Organization) (I.R.S. Employer Identification no.) 700 MARKET STREET, ST. LOUIS, MISSOURI 63101 - -------------------------------------------------------------------------------- (Address of principal executive offices) (zip code) TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED ------------------- ------------------------------ None None ------------------------------ ------------------------------ If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-35993 (if applicable) - --------- Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (TITLE OF CLASS) 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The description of the Common Stock, par value $.01 per share, of Conning Corporation (the "Registrant") set forth under the caption "Description of Capital Stock" and "Certain Charter and Bylaw Provisions" in the Prospectus filed by the Registrant with the Securities and Exchange Commission on September 19, 1997, as part of its Registration Statement on Form S-1 (Registration No. 333-35993) (the "Form S-1"), as amended from time to time, is hereby incorporated by reference in answer to this item. ITEM 2. EXHIBITS The following exhibits which have been filed as exhibits in the Form S-1 are hereby incorporated by reference as exhibits in answer to this item. 1. Restated Articles of Incorporation of the Registrant (filed as Exhibit 3.1 of the Form S-1). 2. Form of Amendment to Restated Articles of Incorporation of the Registrant (to be filed subsequent to completion of the Registrant's initial public offering) (filed as Exhibit 3.2 of the Form S-1). 3. Bylaws of the Registrant (filed as Exhibit 3.3 of the Form S-1). 2 3 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. (Registrant) CONNING CORPORATION Date: October 7, 1997 By: /s/ Fred M. Schpero -------------------------------------------------------------------- Name: Fred M. Schpero Title: Senior Vice President and Chief Financial Officer 3