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):
November 10, 1999
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
A description of the arrangement that may result in a change in
control of GenAmerica Corporation ("GenAmerica"), the beneficial owner
of approximately 61% of the shares of outstanding common stock of
Conning Corporation (the "Company"), is set forth in Item 3 below, which
description is incorporated herein by reference.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Item 3(b) of Form 8-K requires a registrant to disclose certain
information if an order confirming a plan of reorganization is entered
by a court having supervision or jurisdiction over the business of the
registrant's parent. General American Mutual Holding Company ("GAMHC")
is the ultimate beneficial owner of approximately 61% of the shares of
outstanding common stock of the Company. GAMHC is a Missouri mutual
insurance holding company and is the parent of GenAmerica. General
American Life Insurance Company ("General American Life") (a subsidiary
of GenAmerica) is a Missouri life insurance company and a major client
of the Company.
As previously reported by the Company in its Current Report
on Form 8-K dated August 10, 1999 (filed August 18, 1999) (File No.
0-23183), incorporated herein by reference, on August 10, 1999, General
American Life became subject to an order of administrative supervision
("Order of Supervision") from the Missouri Department of Insurance (the
"Department"), which remains in effect. As previously reported by the
Company in its Current Report on Form 8-K dated August 26, 1999 (filed
September 10, 1999) (File No. 0-23183), incorporated herein by
reference, on August 26, 1999, GenAmerica announced that GAMHC had
entered into a Stock Purchase Agreement with Metropolitan Life Insurance
Company ("MetLife"), whereby MetLife will acquire GenAmerica, including
GenAmerica's beneficial ownership of a majority of the outstanding
shares of common stock of the Company. On September 16, 1999, GAMHC and
MetLife executed an amendment to the Stock Purchase Agreement, which
deleted the provisions requiring an escrow agreement and account, and
clarified and corrected several other provisions. 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), on
September 17, 1999, the Circuit Court of Cole County, Missouri (the
"Court"), entered an order (the "Order of Rehabilitation") placing GAMHC
into rehabilitation and approving notice of a hearing to approve a Plan
of Reorganization ("Plan"). The purpose of the Order of Rehabilitation
is to facilitate the sale of all of the issued and outstanding shares of
capital stock of GenAmerica to MetLife in accordance with the terms of
the Stock Purchase Agreement, as amended. The Order of Rehabilitation
also appoints the Director of the Department as "Rehabilitator" of
GAMHC. The Company is not supervised or regulated by the Department
and is not subject to the Order of Supervision or the Order of
Rehabilitation.
On November 10, 1999, the Court held a hearing in connection with
the Rehabilitator's Application for Approval of the Plan, and after
reviewing the Plan, as amended, entered a Judgment Confirming Plan of
Reorganization ("Judgment"). A copy of the Judgment entered by the
Court is filed as Exhibit 2.1 and incorporated herein by reference. The
Plan, as amended, is filed herewith as an exhibit to the Judgment and
(i) provides for MetLife to participate in the rehabilitation of GAMHC
by acquiring all of the issued and outstanding shares of capital stock
of GenAmerica from GAMHC in exchange for $1.2 billion in cash, (ii)
approves the distribution of the $1.2 billion sale proceeds to pay
expenses of the rehabilitation, taxes, MetLife if certain indemnification
rights apply, creditors (if any) of GAMHC, and as to any residual, to the
members of GAMHC in accordance with their membership interests, and (iii)
provides for the eventual liquidation of GAMHC.
As a mutual insurance holding company, GAMHC does not have
common stock or any form of shares authorized, issued or outstanding.
GenAmerica has 1,000 shares issued and outstanding, none of which are
reserved for future issuance under the Plan. No specific information
relating to the assets and liabilities of GAMHC was presented to the
Court. However, as of September 30, 1999, GAMHC had assets of $22.6
billion, liabilities of $21.6 billion, and policyholders' surplus of
$1.0 billion.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibit is filed as part of this report
on Form 8-K.
Exhibit 2.1 Judgment Confirming Plan of Reorganization
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(which includes as exhibits the Plan of Reorganization and Stock
Purchase Agreement dated August 26, 1999, between General American
Mutual Holding Company and Metropolitan Life Insurance Company, as
amended).
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: November 23, 1999 CONNING CORPORATION
By: /s/ Fred M. Schpero
Name: Fred M. Schpero
Title: Senior Vice President
and Chief Financial Officer