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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
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON
MONDAY, APRIL 17, 2000, UNLESS THE OFFER IS EXTENDED.
March 20, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated March 20,
2000 (the "Offer to Purchase"), and 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") relating
to the offer by 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"), 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. Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available, or who cannot deliver their Share
Certificates and all other required documents to ChaseMellon Shareholder
Services L.L.C. (the "Depositary") on or prior to the Expiration Date (as
defined in the Offer to Purchase), or who cannot complete the procedures for
book-entry transfer on a timely basis, must tender their Shares according to the
guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.
WE ARE THE HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER
OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all Shares held by us for your account pursuant to
the terms and conditions set forth in the Offer.
Please note the following:
1. The tender price is $12.50 per Share, net to you in cash, without
interest thereon, upon the terms and subject to the conditions set forth in
the Offer.
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2. The Offer is being made for all outstanding Shares.
3. 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). 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, if necessary, approve the Merger Agreement.
4. 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, the Purchaser will be merged with and into the Company (the
"Merger"), with the Company continuing as the surviving corporation and as
a wholly owned subsidiary of Parent.
5. 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 AT LEAST TWO-THIRDS OF THE
OUTSTANDING SHARES. 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.
6. Any stock transfer taxes applicable to the sale of Shares to the
Purchaser pursuant to the Offer will be paid by the Purchaser, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
7. 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.
8. Payment for Shares purchased pursuant to the Offer will in all
cases be made only after timely receipt by the Depositary of (a) Share
Certificates or timely confirmation of the book-entry transfer of such
Shares into the account maintained by the Depositary at The Depository
Trust Company, pursuant to the procedures set forth in Section 3,
"Acceptance for Payment and Payment for Common Shares," of the Offer to
Purchase, (b) the Letter of Transmittal (or a facsimile thereof), 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 delivery, and (c) any other documents required by the Letter of
Transmittal. Accordingly, payment may not be made to all tendering
stockholders at the same time, depending upon when Share Certificates or
confirmations of book-entry transfer of such Shares into the Depositary's
account at a Book-Entry Transfer Facility are actually received by the
Depositary.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form set forth on the back page of this letter. If you
authorize the tender of your Shares, all such Shares will be tendered unless
otherwise specified on the back page of this letter. An envelope to return your
instructions to us is enclosed. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN
AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE
EXPIRATION OF THE OFFER.
Purchaser 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
will 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 is being made on
behalf of Purchaser by Credit Suisse First Boston Corporation (the Dealer
Manager), or one or more registered brokers or dealers that are licensed under
the laws of such jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
CONNING CORPORATION
BY
CC MERGER SUB INC.
AN INDIRECT WHOLLY OWNED SUBSIDIARY
OF
METROPOLITAN LIFE INSURANCE COMPANY
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer
to Purchase, dated March 20, 2000 (the "Offer to Purchase"), and the related
Letter of Transmittal (which together with the Offer to Purchase constitute the
"Offer") in connection with the offer by 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, to
purchase all outstanding shares of Common Stock, par value $.01 per share (the
"Shares"), of Conning Corporation, a Missouri corporation, at a purchase price
of $12.50 per Share, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to Purchase.
This will instruct you to tender to Purchaser the number of Shares
indicated below (or if no number is indicated below, all Shares) which are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
Number of Shares to Be Tendered: Shares*
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Sign Below
Account Number: Signature(s)
- --------------------------------------- ---------------------------------------
Dated:
- ---------------, 2000 ---------------------------------------
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PLEASE TYPE OR PRINT NAME(S)
- --------------------------------------------------------------------------------
PLEASE TYPE OR PRINT ADDRESS(ES) HERE
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AREA CODE AND TELEPHONE NUMBER
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TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER(S)
- ---------------
* Unless otherwise indicated, it will be assumed that you instruct us to tender
all Shares held by us for your account.