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This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
pursuant to the Offer to Purchase, dated March 20, 2000, and the related Letter
of Transmittal (and any amendments or supplements thereto), and is being made to
all holders of Shares. Purchaser (as defined below) is not aware of any state
where the making of the Offer is prohibited by administrative or judicial action
pursuant to any valid state statute. If Purchaser becomes aware of any valid
state statute prohibiting the making of the Offer or the acceptance of the
Shares pursuant thereto, Purchaser shall make a good faith effort to comply with
such statute or seek to have such statute declared inapplicable to the Offer.
If, after such good faith effort, Purchaser cannot comply with such state
statute, the Offer will not be made to (nor will tenders be accepted from or on
behalf of) holders of Shares in such state. In any jurisdiction where the
securities, "blue sky" or other laws require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by
Credit Suisse First Boston Corporation ("Credit Suisse First Boston" or the
"Dealer Manager") or one or more registered brokers or dealers licensed under
the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
CONNING CORPORATION
at
$12.50 NET PER SHARE
by
CC MERGER SUB INC.
an indirect wholly owned subsidiary of
METROPOLITAN LIFE INSURANCE COMPANY
CC Merger Sub Inc., a Missouri corporation ("Purchaser") and an
indirect wholly owned subsidiary of Metropolitan Life Insurance Company, a New
York life insurance company ("Parent"), hereby offers to purchase all
outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of
Conning Corporation, a Missouri corporation (the "Company"), at a purchase price
of $12.50 per Share, net to the seller in cash (less any required withholding
taxes), without interest thereon, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated March 20, 2000 (the "Offer to
Purchase"), and in the related letter of transmittal (the "Letter of
Transmittal," which together with the Offer to Purchase, as amended or
supplemented from time to time, collectively constitute the "Offer").
Stockholders of record who tender directly to the Depositary (as defined below)
will not be obligated to pay brokerage fees or commissions or, subject to
Instruction 6 of the Letter of Transmittal, stock transfer taxes, if any, on the
purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold
their Shares through a broker or bank should consult such institution as to
whether it charges any service fees. Purchaser will pay all charges and expenses
of the Dealer Manager, ChaseMellon Shareholder Services L.L.C., which is acting
as depositary (the "Depositary"), and MacKenzie Partners, Inc., which is acting
as the information agent (the "Information Agent"), incurred in
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connection with the Offer. Following the consummation of the Offer, the
Purchaser intends to effect the Merger (as defined below) described below.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME ON MONDAY, APRIL 17, 2000, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER ENOUGH
SHARES SO THAT, INCLUDING THE SHARES PARENT ALREADY BENEFICIALLY OWNS, PARENT
WOULD CONTROL TWO-THIRDS OF THE OUTSTANDING SHARES (THE "MINIMUM CONDITION").
THE OFFER IS ALSO SUBJECT TO THE OTHER CONDITIONS SET FORTH IN THE OFFER TO
PURCHASE. SEE SECTION 12, "CONDITIONS OF THE OFFER," OF THE OFFER TO PURCHASE.
The special committee of the Board of Directors of the Company has
determined that the Offer and the Merger are fair to, advisable and in the best
interests of the Company and its stockholders, and has recommended to the Board
of Directors of the Company that it recommend to the Conning stockholders
acceptance of the Offer and, if necessary, approval of the Merger Agreement (as
defined below) and the Offer. THE BOARD OF DIRECTORS OF THE COMPANY HAS
DETERMINED THAT, BASED UPON THE RECOMMENDATION OF THE SPECIAL COMMITTEE AND
OTHER CONSIDERATIONS, THE OFFER AND THE MERGER ARE FAIR TO, ADVISABLE AND IN THE
BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS, AND HAS VOTED TO RECOMMEND
TO THE CONNING STOCKHOLDERS ACCEPTANCE OF THE OFFER AND, IF NECESSARY, APPROVAL
OF THE MERGER AGREEMENT. THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT
THE COMPANY'S STOCKHOLDERS TENDER THEIR SHARES PURSUANT TO THE OFFER AND APPROVE
AND ADOPT THE MERGER AGREEMENT.
The Offer is being made pursuant to an Agreement and Plan of Merger,
dated as of March 9, 2000 (the "Merger Agreement"), among Parent, Purchaser and
the Company pursuant to which, following the consummation of the Offer and in
accordance with the Missouri General and Business Corporation Law, and subject
to the satisfaction or waiver of certain conditions, Purchaser will be merged
with and into the Company (the "Merger"), with the Company continuing as the
surviving corporation and as an indirect wholly owned subsidiary of Parent. The
purpose of the Offer and the Merger is to enable Parent to acquire control of
the entire equity interest in Conning. At the effective time of the Merger (the
"Effective Time"), each Share issued and outstanding immediately prior to the
Effective Time (other than any Shares held by Parent, Purchaser, any direct or
indirect wholly owned subsidiary of Parent or Purchaser, in the treasury of the
Company or by any wholly owned subsidiary of the Company, and other than Shares,
if any, held by stockholders who validly perfect their appraisal rights under
Missouri law) will be converted into the right to receive $12.50 in cash,
without interest, or any higher price that is paid in the Offer (less any
withholding taxes required under applicable law). The Merger Agreement is more
fully described in the Offer to Purchase.
For purposes of the Offer, Purchaser will be deemed to have accepted
for payment, and thereby purchased, Shares validly tendered to Purchaser and not
properly withdrawn if, as and when Purchaser gives oral or written notice to the
Depositary of Purchaser's acceptance of such Shares for payment pursuant to the
Offer. In all cases, upon the terms and subject to the conditions of the Offer,
payment for Shares purchased pursuant to the Offer, including during any
subsequent offering period, will be made by deposit of the purchase price
therefor with the
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Depositary, which will act as agent for tendering stockholders for the purpose
of receiving payment from Purchaser and transmitting payment to validly
tendering stockholders. Under no circumstances will interest on the purchase
price for Shares be paid by Purchaser, regardless of any extension of the Offer
or any delay in making such payment. In all cases, payment for Shares accepted
for payment pursuant to the Offer will be made only after timely receipt by the
Depositary of (i) certificates representing Shares (the "Share Certificates") or
timely confirmation of the book-entry transfer of such Shares into the
Depositary's account at The Depository Trust Company ("DTC") pursuant to the
procedures set forth in Section 3, "Procedures for Accepting the Offer and
Tendering Shares," of the Offer to Purchase, (ii) the Letter of Transmittal (or
a manually signed facsimile thereof), delivered with the Offer to Purchase,
properly completed and duly executed, with any required signature guarantees or
an Agent's Message (as defined in the Offer to Purchase) in connection with a
book-entry transfer of Shares, and (iii) any other documents required by the
Letter of Transmittal.
If any of the conditions set forth in the Offer to Purchase that relate
to the Purchaser's obligations to purchase the Shares are not satisfied by 12:00
Midnight, New York City time, on Monday, April 17, 2000 (or any other time then
set as the Expiration Date), the Purchaser may, subject to the Merger Agreement,
elect to, (i) extend the Offer and, subject to applicable withdrawal rights,
retain all tendered Shares until the expiration of the Offer, as extended, (ii)
subject to complying with applicable rules and regulations of the Securities and
Exchange Commission, accept for payment all Shares so tendered and not extend
the Offer, or (iii) terminate the Offer and not accept for payment any Shares
and return all tendered Shares to tendering shareholders. The term "Expiration
Date" means 12:00 Midnight, New York City time, on Monday, April 17, 2000,
unless the Purchaser shall have extended the period of time for which the Offer
is open, in which event the term "Expiration Date" shall mean the latest time
and date at which the Offer, as so extended by the Purchaser shall expire.
Subject to the terms and conditions set forth in the Offer to Purchase
and the provisions of the Merger Agreement and the applicable rules and
regulations of the Securities and Exchange Commission (the "SEC"), Purchaser
expressly reserves the right, in its sole discretion, at any time and from time
to time, to extend the period of time during which the Offer is open and thereby
to delay acceptance for payment of, and payment for, any Shares, if the
conditions to the Offer described in Section 12, "Conditions of the Offer," of
the Offer to Purchase have not been satisfied or earlier waived. During any such
extension, all Shares previously tendered and not properly withdrawn will remain
subject to the Offer, subject to the rights of a tendering stockholder to
withdraw such stockholder's Shares.
Subject to the provisions of the Merger Agreement and the applicable
rules and regulations of the SEC, the Purchaser also reserves the right, in its
sole discretion, at any time or from time to time, to: (1) terminate the Offer
(whether or not any Shares have previously been purchased pursuant to the Offer)
if the conditions referred to in Section 12, "Conditions of the Offer," of the
Offer to Purchase has not been satisfied or earlier waived or upon the
occurrence of any event specified in such section; and (2) waive any such
unsatisfied condition; or (3) except as set forth in the Merger Agreement,
otherwise amend the Offer in any respect, in each case, by giving oral or
written notice of the termination, waiver or amendment to the Depositary and,
other than, in the case of any waiver, by making a public announcement thereof.
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Any extension, delay, termination or amendment of the Offer will be
followed as promptly as practicable by a public announcement. An announcement in
the case of an extension will be made no later than 9:00 a.m., New York City
time, on the next business day after the previously scheduled Expiration Date.
In addition, following the Expiration Date (as it may be so extended)
and the purchase of Shares in the Offer, there may be a subsequent offering
period, lasting for at least three and not more than 20 business days;
stockholders who tender Shares during a subsequent offering period will not have
the right to withdraw their Shares during such subsequent offering period. THE
PURCHASER EXPECTS TO MAKE A SUBSEQUENT OFFERING PERIOD AVAILABLE, UNLESS THERE
ARE VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN ENOUGH SHARES SO THAT, INCLUDING
THE SHARES PARENT ALREADY BENEFICIALLY OWNS, PARENT WOULD CONTROL 90% OF THE
OUTSTANDING SHARES, IN WHICH CASE THE MERGER WILL BE CONSUMMATED AS SOON AS
POSSIBLE AFTER THE EXPIRATION DATE AND WITHOUT A VOTE OF COMPANY STOCKHOLDERS.
Conning stockholders who had not previously tendered their Shares will receive
the same price per Share upon completion of the merger.
Tenders of Shares made pursuant to the Offer are irrevocable, except
that Shares tendered pursuant to the Offer (except during any subsequent
offering period) may be withdrawn at any time on or prior to the Expiration Date
and, unless theretofore accepted for payment as provided in the Offer to
Purchase, may also be withdrawn at any time after May 19, 2000. In order for a
withdrawal to be effective, a written or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of its addresses set
forth on the back cover of the Offer to Purchase. Any such notice of withdrawal
must specify the name of the person who tendered the Shares to be withdrawn, the
number of Shares to be withdrawn, and (if Share Certificates have been tendered)
the name of the registered holder of the Shares as set forth in the Share
Certificate, if different from that of the person who tendered such Shares. If
Share Certificates evidencing Shares to be withdrawn have been delivered or
otherwise identified to the Depositary, then prior to the physical release of
such certificates, unless the Shares have been tendered by an Eligible
Institution (as defined in the Offer to Purchase), the tendering stockholder
must submit the serial numbers shown on the particular certificates evidencing
the Shares to be withdrawn and the signature on the notice of withdrawal must be
guaranteed by an Eligible Institution. If Shares have been tendered pursuant to
the procedures for book-entry transfer as set forth in Section 3, "Procedures
for Accepting the Offer and Tendering Shares," of the Offer to Purchase, any
notice of withdrawal must also specify the name and number of the account at the
appropriate Book-Entry Transfer Facility (as defined in the Offer to Purchase)
to be credited with the withdrawn Shares, in which case a notice of withdrawal
will be effective if delivered to the Depositary by any method of delivery
described in this paragraph. Withdrawals of Shares may not be rescinded. Any
Shares properly withdrawn will thereafter be deemed not validly tendered for
purposes of the Offer, but may be tendered at any subsequent time prior to the
Expiration Date by following any of the procedures described in Section 3,
"Procedures for Accepting the Offer and Tendering Shares," of the Offer to
Purchase. All questions as to the form and validity (including time of receipt)
of notices of withdrawal will be determined by Purchaser, in its sole
discretion, whose determination shall be final and binding.
The receipt of cash in exchange for Shares pursuant to the Offer (or
the Merger) will be a taxable transaction for U.S. federal income tax purposes
and may also be a taxable transaction under the applicable state, local or
foreign tax laws. Generally, a stockholder who receives cash in exchange for
Shares pursuant to the Offer (or the Merger) will recognize gain or loss for
U.S.
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federal income tax purposes equal to the difference between the amount of cash
received and such stockholder's adjusted tax basis in the Shares exchanged
therefor. Provided that such Shares constitute capital assets in the hands of
the stockholder, such gain or loss will be capital gain or loss, and will be
long-term capital gain or loss if the holder has held the Shares for more than
one year at the time of sale. The maximum U.S. federal income tax rate
applicable to individual taxpayers on long-term capital gain is 20%, and the
deductibility of capital losses is subject to limitations. ALL STOCKHOLDERS
SHOULD CONSULT WITH THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES
OF THE OFFER AND THE MERGER TO THEM, INCLUDING THE APPLICABILITY AND EFFECT OF
THE ALTERNATIVE MINIMUM TAX AND ANY STATE, LOCAL OR FOREIGN INCOME AND OTHER TAX
LAWS AND OF CHANGES IN SUCH TAX LAWS. For a more complete description of certain
U.S. federal income tax consequences of the Offer and the Merger see Section II,
"Purpose of, Alternative to, Reasons for and Effects of the Tender Offer and the
Merger," of the Offer to Purchase.
The information required to be disclosed pursuant to Rules 14d-6(d)(1)
and 13e-4(d)(1) of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended, is contained in the Offer to Purchase, and is
incorporated herein by reference.
The Company has provided Purchaser with the Company's stockholder list
and security position listings for the purpose of disseminating the Offer to
holders of Shares. The Offer to Purchase and the related Letter of Transmittal
and, if required, other relevant materials will be mailed to record holders of
Shares whose names appear on the stockholder list, and will be furnished to
brokers, dealers, commercial banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the stockholder list or who are
listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
Questions and requests for assistance or for additional copies of the
Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery
and other tender offer materials may be directed to the Dealer Manager or the
Information Agent at their respective telephone numbers and addresses listed
below, and copies will be furnished at Purchaser's expense. Neither Parent nor
Purchaser will pay any fees or commissions to any broker, dealer or other person
other than the Depositary, the Dealer Manager and the Information Agent in
connection with soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
[MACKENZIE PARTNERS, INC. LOGO]
156 Fifth Avenue
New York, New York 10010
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(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885
The Dealer Manager for the Offer is:
[CREDIT SUISSE/FIRST BOSTON LOGO]
Eleven Madison Avenue
New York, New York 10010-3629
Call Toll Free (800) 646-4543
March 20, 2000
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