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 6, 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)
ITEM 1. CHANGES IN CONTROL
As previously reported by Conning Corporation (the "Company) in
its Current Report on Form 8-K dated August 26, 1999 (filed September
10, 1999) (File No. 0-23183), which is hereby incorporated herein by
reference, on August 26, 1999, GenAmerica Corporation ("GenAmerica")
announced that General American Mutual Holding Company ("GAMHC") had
entered into a Stock Purchase Agreement (the "Stock Purchase Agreement")
with Metropolitan Life Insurance Company ("MetLife"), whereby MetLife
would acquire GenAmerica, including GenAmerica's beneficial ownership of
a majority of the outstanding shares of common stock of the Company.
GAMHC is a Missouri mutual insurance holding company and is the parent
of GenAmerica.
As previously reported by the Company in its Current Report on
Form 8-K dated September 17, 1999 (filed September 30, 1999) (File No.
0-23183), which is hereby incorporated herein by reference, on September
17, 1999, the Circuit Court of Cole County, Missouri (the "Court")
entered an order (the "Order of Rehabilitation") placing GAHMC into
rehabilitation and approving notice of a hearing to approve a Plan of
Reorganization. The Order also appointed the Director of the Missouri
Department of Insurance (the "Department") as rehabilitator of GAMHC.
As previously reported by the Company in its Current Report on Form 8-K
dated November 10, 1999 (filed November 24, 1999), (File No. 0-23183),
which is hereby incorporated herein by reference, the Court held the
hearing and entered a judgment confirming the Plan of Reorganization.
On January 6, 2000, MetLife completed the acquisition of
GenAmerica and purchased all of the outstanding shares of common stock
of GenAmerica. A copy of the press release issued by MetLife relating
to the acquisition is filed as Exhibit 2.1 and incorporated herein by
reference. In accordance with the Stock Purchase Agreement, MetLife
paid $1.2 billion into a special account established by the Missouri
Department of Insurance to administer the rehabilitation, and eventual
liquidation, of GAMHC. MetLife used approximately $300 million of
working capital to finance the purchase of the stock of GenAmerica. The
remainder of the purchase price, approximately $900 million, was
financed by MetLife from the issuance by one of its subsidiaries,
MetLife Funding, Inc. ("MetLife Funding"), of short-term debt in the
form of commercial paper, pursuant to customary commercial paper dealer
arrangements with Deutsche Bank Securities Inc., Chase Securities Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, CS First Boston
Corporation and Goldman, Sachs & Co. The commercial paper has a
weighted-average maturity of 70 days and bears a weighted-average
interest rate of 6.06%. Upon maturity of the commercial paper, MetLife
Funding may refinance the obligations then due with proceeds arising
from one or more issuances of commercial paper of short duration that
mature at or around the estimated time of completion of the proposed
initial public offering of MetLife, Inc.
Prior to the acquisition of GenAmerica by MetLife, GAMHC was the
beneficial owner of approximately 61% of the shares of outstanding
common stock of the Company. Upon closing of the GenAmerica
acquisition, MetLife became the beneficial owner of such shares of the
Company.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
As previously reported by the Company in its Current Report on
Form 8-K dated August 10, 1999 (filed August 25, 1999) (File No.
0-23183), which is hereby incorporated herein by reference, General
American Life Insurance Company ("General American"), a subsidiary of
GenAmerica and, prior to the acquisition of GenAmerica by MetLife, the
Company's majority shareholder, became subject to an order of
administrative supervision from the Department. On January 6, 2000, the
Department lifted the order of administrative supervision of General
American.
ITEM 5. OTHER EVENTS
On January 17, 2000, John C. Shaw resigned from the Company's
Board of Directors and related committees on which he served. A copy of
the press release issued by the Company relating to Mr. Shaw's
resignation is filed as Exhibit 99.1 and incorporated herein by
reference.
On January 18, 2000, MetLife, the beneficial owner of
approximately 61% of the outstanding shares of common stock of the
Company, announced its proposal to acquire all of the outstanding shares
of common stock of the Company not already owned by MetLife for a price
of $10.50 per share in cash. A copy of the press release issued by the
Company relating to the proposed acquisition by MetLife is filed as
Exhibit 99.2 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 2.1 Press release issued by Metropolitan Life
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Insurance Company on January 7, 2000, relating to the acquisition of
GenAmerica Corporation.
Exhibit 99.1 Press release issued by the Company on
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January 17, 2000 relating to the resignation of John C. Shaw.
Exhibit 99.2 Press release issued by the Company on
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January 18, 2000 relating to the proposal by Metropolitan Life Insurance
Company to acquire the outstanding shares of common stock of Conning
Corporation not already owned by Metlife.
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: January 19, 2000 CONNING CORPORATION
By: /s/ Fred M. Schpero
Name: Fred M. Schpero
Title: Senior Vice President
and Chief Financial Officer