-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A6odXvLZXKGQpshlxdoQW+1fsyvZRf9Dxb4Yd6Puqpd0sLKHHOBJclWUBPs+Fpwa xGbND5XZXezP2wB0BdjaOA== 0000898822-00-000036.txt : 20000202 0000898822-00-000036.hdr.sgml : 20000202 ACCESSION NUMBER: 0000898822-00-000036 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000118 GROUP MEMBERS: GENAMERICA CORPORATION GROUP MEMBERS: GENERAL AMERICAN LIFE INSURANCE COMPANY GROUP MEMBERS: METROPOLITAN LIFE INSURANCE CO/NY GROUP MEMBERS: METROPOLITAN LIFE INSURANCE COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONNING CORP CENTRAL INDEX KEY: 0000801051 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 431719355 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53167 FILM NUMBER: 508764 BUSINESS ADDRESS: STREET 1: 700 MARKET ST CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3144440498 MAIL ADDRESS: STREET 1: CONNING CORP STREET 2: 700 MARKET ST CITY: ST LOUIS STATE: MO ZIP: 63101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: METROPOLITAN LIFE INSURANCE CO/NY CENTRAL INDEX KEY: 0000728618 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 135581829 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125785914 MAIL ADDRESS: STREET 1: ONE MADISON AVENUE LAW DEPARTMENT CITY: NEW YORK STATE: NY ZIP: 10010-3690 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Conning Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.01 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 208215 10 3 - -------------------------------------------------------------------------------- (CUSIP Number) Jane Weinberg, Esq. Metropolitan Life Insurance Company One Madison Avenue New York, New York 10010 (212) 578-2211 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 6, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 208215 10 3 Page 2 of 22 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Metropolitan Life Insurance Company 13-5581829 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 8,304,995 ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 8,304,995 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,304,995 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IC - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 208215 10 3 Page 3 of 22 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GenAmerica Corporation 43-1779470 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Missouri - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 8,304,995 ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 8,304,995 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,304,995 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO - -------------------------------------------------------------------------------- Page 3 of 22 Pages SCHEDULE 13D CUSIP No. 208215 10 3 Page 4 of 22 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General American Life Insurance Company 43-0285930 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Missouri - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 8,304,995 ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 8,304,995 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,304,995 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IC - -------------------------------------------------------------------------------- Page 4 of 22 Pages Item 1. Security and Issuer. This Statement relates to the common stock, par value of $.01 per share (the "Shares"), of Conning Corporation, a Missouri corporation ("Conning"). The address of the principal executive offices of Conning is 700 Market Street, St. Louis, Missouri 63101. Item 2. Identity and Background. This Statement is filed on behalf of (i) Metropolitan Life Insurance Company ("MetLife"), (ii) GenAmerica Corporation, a wholly owned subsidiary of MetLife ("GenAmerica"), and (iii) General American Life Insurance Company, a wholly owned subsidiary of GenAmerica ("GALIC") (MetLife, GenAmerica and GALIC are referred to herein collectively as the "Filing Parties"). MetLife is a New York life insurance company with its principal office and business at One Madison Avenue, New York, NY 10010. MetLife is not controlled by any person or persons. GenAmerica is a Missouri corporation and a holding company. GALIC is a Missouri insurance corporation. The address of the principal office and business of each of GenAmerica and GALIC is 700 Market Street, St. Louis, Missouri 63101. GALIC is the record owner of the 8,304,995 Shares to which this Statement relates. Set forth on Schedule A to this Statement, and incorporated herein by reference, is the name, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director and executive officer of MetLife, GenAmerica and GALIC. MetLife is not controlled by any person or persons. During the last five years, none of the Filing Parties nor, to the best knowledge of the Filing Parties, any of their respective executive officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Filing Parties nor, to the best knowledge of the Filing Parties, any of their respective executive officers or directors has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The Shares to which this Statement relates were indirectly acquired by MetLife on January 6, 2000. Pursuant to the Stock Purchase Agreement, dated as of August 26, 1999, as amended by the Amendment to Stock Purchase Agreement dated as of September 16, 1999 and the Second Amendment to Stock Purchase Agreement dated as of January 6, 2000 (as so amended, the "General American Agreement"), by and between General American Mutual Holding Company, a Missouri mutual insurance holding company Page 5 of 22 Pages ("General American"), and MetLife, MetLife purchased from General American all of the issued and outstanding shares of capital stock of GenAmerica for a purchase price of approximately $1.2 billion. 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. The description of the General American Agreement, the commercial paper dealer arrangements and the transactions contemplated thereby set forth in this Statement are qualified in their entirety by reference to the General American Agreement included as Exhibits 1 through 3 to this Statement and the commercial paper agreements included as Exhibits 8 through 10 to this Statement, with each such Exhibit being incorporated herein by reference. Item 4. Purpose of Transaction. As described in Item 3 above, on January 6, 2000 MetLife purchased all of the issued and outstanding shares of capital stock of GenAmerica, an indirect beneficial owner of the Shares to which this Statement relates, and thereby acquired beneficial ownership of such Shares. On January 14, 2000, MetLife submitted a letter to the Board of Directors of Conning setting forth MetLife's proposal to acquire all outstanding Shares not currently beneficially owned by MetLife for $10.50 per share in cash. As a result of the proposed transaction, MetLife would own 100% of the issued and outstanding Shares, and Conning would become an indirect-wholly-owned subsidiary of MetLife. MetLife intends to take steps necessary to complete the proposed transaction, including, but not limited to, the discussion, negotiation and consummation of a merger agreement. There can be no assurance, however, that such a transaction will be consummated, or, if it is consummated, that such a transaction will be consummated on the terms and conditions set forth in MetLife's proposal. The proposed business combination would be subject to a number of conditions, including satisfaction of any regulatory requirements. MetLife's proposal is also conditioned upon the approval of the Board of Directors of Conning, including the approval of the independent directors of Conning. The proposal is not conditioned on financing. The Board of Directors of Conning (the "Conning Board") is expected to form a Special Committee Page 6 of 22 Pages consisting of independent members of the Conning Board to consider MetLife's proposal. A copy of MetLife's proposal is attached hereto as Exhibit 5 and is incorporated herein by reference, and the description herein of such letter is qualified in its entirety by reference to such letter. In addition, on January 18, 2000, MetLife issued a press release announcing that it had submitted its proposal to the Conning Board. A copy of the press release is attached hereto as Exhibit 6 and is incorporated herein by reference, and the description herein of such press release is qualified in its entirety by reference to such press release. MetLife is not interested, under any circumstances, in selling its interest in Conning. Depending on the response of the independent directors on the Conning Board to the MetLife proposal and other factors deemed relevant by MetLife, including changes in Conning's business or financial situation, MetLife reserves the right to formulate other plans and/or make other proposals, and take such actions with respect to its investment in Conning, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D and any other actions as it may determine. Moreover, MetLife reserves the right to amend or withdraw the proposal at any time in its sole discretion. Except as set forth in this Item 4 and in furtherance of the proposed transaction, and as contemplated by the General American Agreement, each of MetLife, GenAmerica and GALIC presently has no plans or proposals which relate to or would result in any of the actions set forth in parts (a) through (j) of Item 4 of Schedule 13D. The Filing Parties may at any time reconsider and change their plans or proposals relating to the foregoing. Item 5. Interest in Securities of the Issuer. (a) and (b). As of January 6, 2000, MetLife, GenAmerica and GALIC each beneficially owned 8,304,995 Shares, or approximately 61 percent of the outstanding Shares. Such percentage amount is based upon the number of Shares issued and outstanding as of October 31, 1999, as described in Conning's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999. MetLife has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition, of the Shares to which this Statement relates with GenAmerica and GALIC. The following information in this paragraph is to the best knowledge of the Filing Parties. As of January 6, 2000, John W. Barber, Vice President and Controller of GenAmerica and GALIC, may be deemed to have been a beneficial owner of 300 Shares held by Mary L. Barber, his spouse, as trustee of a trust; Mr. Barber did not have sole or shared voting or dispositive power with respect to such Shares and disclaimed beneficial ownership of such Shares. As of January 6, 2000, Craig D. Schnuck, a director of GenAmerica and GALIC, beneficially owned 2,000 Shares and shared voting and dispositive power with respect to such Shares with Constance P. Schnuck, his spouse. As of January 6, 2000, William P. Stiritz, a director of GenAmerica and GALIC, beneficially owned 28,500 Shares and had sole voting and dispositive power with respect to such Page 7 of 22 Pages Shares. As of January 6, 2000, Bernard H Wolzenski, Executive Vice President - Individual of GenAmerica and GALIC, beneficially owned 1,600 Shares held by Jeanne A. Wolzenski, his spouse, as trustee of a trust, and beneficially owned 2,300 Shares over which he had sole voting and dispositive power. H Edwin Trusheim, retired Chairman of GALIC, beneficially owned 5,000 Shares and had sole voting and dispositive power with respect to such Shares. In addition, the proxy statement of Conning dated April 6, 1999, stated that, as of March 1, 1999, Richard A. Liddy, Chairman, President and Chief Executive Officer of GenAmerica and GALIC, beneficially owned 52,500 Shares and had sole voting and dispositive power with respect to such Shares. As of January 6, 2000, none of the other executive officers or directors of MetLife, GenAmerica or GALIC beneficially owned any Shares. All of the executive officers and directors of MetLife, GenAmerica and GALIC collectively beneficially owned less than 1% of the number of Shares issued and outstanding as of October 31, 1999, as described in Conning's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999. (c) In the 60 days prior to the date of filing of this Statement, none of the Filing Parties nor, to the best knowledge of the Filing Parties, any of their respective directors and executive officers has effected any transactions in the Shares, except as disclosed in this Statement. (d) No other person is known by the Filing Parties to have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, the Shares to which this Statement relates. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to a Registration Rights Agreement, dated as of June 17, 1997, among Conning, GALIC and General American Holding Company, a Missouri corporation that has since been dissolved ("GAHC"), registration rights were granted by Conning with respect to the Shares to which this Statement relates. See also Items 3, 4 and 5 above. The description of the Registration Rights Agreement and the transactions contemplated thereby set forth in this Statement is qualified in its entirety by reference to the Registration Rights Agreement included as Exhibit 4 to this Statement, which is incorporated herein by reference. Page 8 of 22 Pages Item 7. Material to be Filed as Exhibits. Exhibit No. Description ----------- ----------- 1 Stock Purchase Agreement, dated as of August 26, 1999, by and between General American and MetLife, filed as Exhibit 2 to MetLife's Schedule 13D in respect of Reinsurance Group of America, Incorporated ("RGA") dated December 1, 1999, is incorporated herein by reference. 2 Amendment to Stock Purchase Agreement, dated as of September 16, 1999, by and between General American and MetLife, filed as Exhibit 2A to Amendment No. 1, dated January 14, 2000, to MetLife's Schedule 13D in respect of RGA dated December 1, 1999, is incorporated herein by reference. 3 Second Amendment to Stock Purchase Agreement, dated as of January 6, 2000, by and between General American and MetLife, filed as Exhibit 2B to Amendment No. 1, dated January 14, 2000, to MetLife's Schedule 13D in respect of RGA dated December 1, 1999, is incorporated herein by reference. 4 Registration Rights Agreement, dated as of June 17, 1997, among Conning, GALIC and GAHC, filed as Exhibit 10.9 to Conning's Registration Statement on Form S-1 (Registration No. 333-35993), is incorporated herein by reference. 5 Letter from MetLife to the Board of Directors of Conning, dated January 14, 2000. 6 Press Release of MetLife dated January 18, 2000. 7 Joint Filing Agreement dated January 18, 2000. 8 Commercial Paper Dealer Agreement, dated as of November 24, 1999, between MetLife Funding and Deutsche Bank Securities Inc., filed as Exhibit 5 to Amendment No. 1, dated January 14, 2000, to MetLife's Schedule 13D in respect of RGA dated December 1, 1999, is incorporated herein by reference. 9 Commercial Paper Dealer Agreement, dated as of September 24, 1999, between MetLife Funding and Chase Securities Inc., filed as Exhibit 6 to Amendment No. 1, dated January 14, 2000, Page 9 of 22 to MetLife's Schedule 13D in respect of RGA dated December 1, 1999, is incorporated herein by reference. 10 3(a)(3) Commercial Paper Agreement, dated May 13, 1996, between MetLife Funding and CS First Boston Corporation, filed as Exhibit 7 to Amendment No. 1, dated January 14, 2000, to MetLife's Schedule 13D in respect of RGA dated December 1, 1999, is incorporated herein by reference. Page 10 of 22 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 18, 2000 METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Jane Weinberg, Esq. ------------------------------- Name: Jane Weinberg, Esq. Title: Vice-President and Investment Counsel Page 11 of 22 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 18, 2000 GENAMERICA CORPORATION By: /s/ Robert J. Banstetter -------------------------------- Name: Robert J. Banstetter Title: Vice President, General Counsel and Secretary Page 12 of 22 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 18, 2000 GENERAL AMERICAN LIFE INSURANCE COMPANY By: /s/ Robert J. Banstetter -------------------------------- Name: Robert J. Banstetter Title: Vice President, General Counsel and Secretary Page 13 of 22 Pages INCUMBENCY CERTIFICATE OF METLIFE I, Thomas C. Hoi, an Assistant Secretary of MetLife, do hereby certify that the following is a full, true and correct copy of Section 4.1 of the By-Laws of MetLife: "Any officer, or any employee designated for the purpose by the chief executive officer, shall have power to execute all instruments in writing necessary or desirable for the Company to execute in the transaction and management of its business and affairs (including, without limitation, contracts and agreements, transfers of bonds, stocks, notes and other securities, proxies, powers of attorney, deeds, leases, releases, satisfactions and instruments entitled to be recorded in any jurisdiction, but excluding, to the extent otherwise provided for in the Bylaws, authorizations for the disposition of the funds of the Company deposited in its name and policies, contracts, agreements, amendment and endorsements of, for or in connection with insurance or annuities) and to affix the corporate seal." I further certify that the following person is an officer of MetLife and that the signature set forth opposite such officer's name is the genuine signature of such officer: - ------------------------------------------------------------------------------- Name Title Signature Jane Weinberg, Esq. Vice-President and /s/ Jane Weinberg, Esq. Investment Counsel ------------------------ In witness whereof, I have hereunto set my hand and have caused to be affixed the corporate seal of MetLife this 18th day of January, 2000. /s/ Thomas C. Hoi ---------------------------------- Thomas C. Hoi Assistant Secretary Page 14 of 22 SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF METLIFE Set forth below is the name and present principal occupation or employment of each director and executive officer of MetLife. Except as set forth below, each person's present principal occupation or employment is with MetLife. MetLife is a New York life insurance company. The principal business address of MetLife is One Madison Avenue, New York, NY 10010. Each person listed below is a citizen of the United States, except for Mr. Tweedie who is a citizen of the United Kingdom and Canada. Directors --------- Name and Business Address Present Principal Occupation or - ------------------------- Employment ------------------------------- Curtis H. Barnette Chairman and Chief Executive Officer, Bethlehem Steel Corporation Bethlehem Steel Corportion (steel 1170 Eighth Avenue, Martin Tower 2118 manufacturing) Bethlehem, Pennsylvania 18016 Robert H. Benmosche Chairman of the Board, President and Chief Executive Officer Gerald Clark Vice-Chairman of the Board and Chief Investment Officer Joan Ganz Cooney Chairman, Executive Committee, Children's Television Workshop Children's Television Workshop One Lincoln Plaza (broadcasting) New York, New York 10023 Burton A. Dole, Jr. Retired Chairman, President and Chief Puritan Bennett Executive Officer, Puritan Bennett P.O. Box 208 (medical device manufacturing) Pauma Valley, California 92061 James R. Houghton Chairman of the Board Emeritus, Corning Incorporated Corning Incorporated (ceramics 80 East Market Street, 2nd Floor manufacturing) Corning, New York 14830 Harry P. Kamen Retired Chairman of the Board and Metropolitan Life Insurance Company Chief Executive Officer 200 Park Avenue, Suite 5700 New York, New York 10166 Page 15 of 22 Helene L. Kaplan Of Counsel, Skadden, Arps, Slate, Skadden, Arps, Slate, Meagher & Meagher & Flom, LLP (law firm) Flom, LLP 919 Third Avenue New York, New York 10022 Charles M. Leighton Retired Chairman and Chief Executive CML Group, Inc. Officer, CML Group, Inc.(exercise and P.O. Box 247 leisure products) Bolton, Massachusetts 01740 Allen E. Murray Retired Chairman of the Board and Mobil Corporation Chief Executive Officer, Mobil 375 Park Avenue, Suite 2901 Corporation (petroleum refining) New York, New York 10152 Stewart G. Nagler Vice-Chairman of the Board and Chief Financial Officer John J. Phelan, Jr. Retired Chairman and Chief Executive New York Stock Exchange, Inc. Officer, New York Stock Exchange, Inc. P.O. Box 312 (securities trading exchange) Mill Neck, New York 11765 Hugh B. Price President and Chief Executive Officer, National Urban League, Inc. National Urban League, Inc. 120 Wall Street, 7th & 8th Floors (charitable institution) New York, New York 10005 Robert G. Schwartz Retired Chairman of the Board, Metropolitan Life Insurance Company President and Chief Executive Officer 200 Park Avenue, Suite 5700 New York, New York 10166 Ruth J. Simmons, Ph.D. President, Smith College (educational Smith College institution) College Hall 20 Northampton, Massachusetts 01063 William C. Steere, Jr. Chairman of the Board and Chief Pfizer Inc. Executive Officer, Pfizer Inc. 235 East 42nd Street (pharmaceutical manufacturing) New York, New York 10017 Page 16 of 22 Pages Executive Officers ------------------ (Who Are Not Directors) Name Present Principal Occupation or Employment - ---- ------------------------------------------ Gary A. Beller Senior Executive Vice-President and General Counsel James M. Benson President, Individual Business; Chairman, Chief Executive Officer and President, New England Life Insurance Company C. Robert Henrikson President, Institutional Business Catherine A. Rein Senior Executive Vice-President; President and Chief Executive Officer, Metropolitan Property and Casualty Insurance Company William J. Toppeta President, Client Services; Chief Administrative Officer John H. Tweedie Senior Executive Vice-President Lisa M. Weber Executive Vice-President, Human Resources Judy E. Weiss Executive Vice-President and Chief Actuary Page 17 of 22 DIRECTORS AND EXECUTIVE OFFICERS OF GENAMERICA AND GALIC Set forth below is the name and present principal occupation or employment of each director and executive officer of GenAmerica and GALIC. GenAmerica is a holding company, and GALIC is an insurance company. The principal business address of each of GenAmerica and GALIC is 700 Market Street, St. Louis, Missouri 63101. Each person listed below is a citizen of the United States. Directors of Both GenAmerica and GALIC -------------------------------------- Name and Business Address Present Principal Occupation or - ------------------------- Employment ------------------------------- August A. Busch III Chairman and President, Anheuser- Anheuser-Busch Companies, Inc. Busch Companies,Inc. (brewing, One Busch Place aluminum beverage container St. Louis, Missouri 63118 manufacturing and operating theme parks) William E. Cornelius Retired Chairman and Chief Executive #2 Dunlora Lane Officer, Union Electric Company (now St. Louis, Missouri 63131 Ameren Corporation) (electric utility) John C. Danforth Partner, Bryan Cave LLP (law firm) Bryan Cave LLP One Metropolitan Square, Suite 3600 St. Louis, Missouri 63102 Bernard A. Edison Former President, Edison Brothers Edison Brothers Stores, Inc. Stores, Inc.(retail specialty 500 Washington Avenue, Suite 1234 stores) St. Louis, Missouri 63101 Richard A. Liddy Chairman, President and Chief Executive Officer, GenAmerica and GALIC William E. Maritz Chairman, Maritz Inc. (travel and Maritz, Inc. communication services and 1375 N. Highway Drive motivation, training and marketing St. Louis, Missouri 63099 research) Craig D. Schnuck Chairman and Chief Executive Schnuck Markets, Inc. Officer, Schnuck Markets, Inc. 11420 Lackland Road (retail grocery stores) St. Louis, Missouri 63146 William P. Stiritz Chairman, President and Chief Agribrands International, Inc. Executive Officer, Agribrands 9811 South Forty Drive International, Inc. (production and marketing of animal feed Page 18 of 22 Pages St. Louis, Missouri 63124 and agricultural and nutritional products) Andrew C. Taylor Chief Executive Officer and Enterprise Rent-A-Car President, Enterprise Rent-A-Car 600 Corporate Park Drive (automobile leasing) St. Louis, Missouri 63105 H Edwin Trusheim Retired Chairman, GALIC GenAmerica Corporation 700 Market Street St. Louis, Missouri 63101 Robert L. Virgil General Principal, Edward Jones & Edward Jones & Co. Co. (securities firm) 12555 Manchester Road St. Louis, Missouri 63131 Virginia V. Weldon 242 Carlyle Lake Drive St. Louis, Missouri 63141 Ted C. Wetterau President, Wetterau Associates, LLC Wetterau Associates, LLC investment management) 8112 Maryland Avenue, Suite 250A St. Louis, Missouri 63105 Executive Officers of GenAmerica and/or GALIC --------------------------------------------- (Who Are Not Directors) Name Present Principal Occupation or Employment - ---- ------------------------------------------ Robert J. Banstetter Vice President, General Counsel and Secretary, GenAmerica and GALIC John W. Barber Vice President and Controller, GenAmerica and GALIC; Chairman and President, EIM Kevin C. Eichner Executive Vice President, GALIC David L. Herzog Vice President - Administration and Chief Financial Officer, GenAmerica; Vice President - Administration, GALIC E. Thomas Hughes Treasurer and Corporate Actuary, GenAmerica and GALIC Bernard H Wolzenski Executive Vice President - Individual, GenAmerica and Page 19 of 22 GALIC A. Greig Woodring Executive Vice President - Reinsurance, GALIC; President and Chief Executive Officer, RGA Page 20 of 22 Index to Exhibits Exhibit No. Description ----------- ----------- 1 Stock Purchase Agreement, dated as of August 26, 1999, by and between General American and MetLife, filed as Exhibit 2 to MetLife's Schedule 13D in respect of RGA dated December 1, 1999, is incorporated herein by reference. 2 Amendment to Stock Purchase Agreement, dated as of September 16, 1999, by and between General American and MetLife, filed as Exhibit 2A to Amendment No. 1, dated January 14, 2000, to MetLife's Schedule 13D in respect of RGA dated December 1, 1999, is incorporated herein by reference. 3 Second Amendment to Stock Purchase Agreement, dated as of January 6, 2000, by and between General American and MetLife, filed as Exhibit 2B to Amendment No. 1, dated January 14, 2000, to MetLife's Schedule 13D in respect of RGA dated December 1, 1999, is incorporated herein by reference. 4 Registration Rights Agreement, dated as of June 17, 1997, among Conning, GALIC and GAHC, filed as Exhibit 10.9 to Conning's Registration Statement on Form S-1 (Registration No. 333-35993), is incorporated herein by reference. 5 Letter from MetLife to the Board of Directors of Conning, dated January 14, 2000. 6 Press Release of MetLife dated January 18, 2000. 7 Joint Filing Agreement dated January 18, 2000. 8 Commercial Paper Dealer Agreement, dated as of November 24, 1999, between MetLife Funding and Deutsche Bank Securities Inc., filed as Exhibit 5 to Amendment No. 1, dated January 14, 2000, to MetLife's Schedule 13D in respect of RGA dated December 1, 1999, is incorporated herein by reference. 9 Commercial Paper Dealer Agreement, dated as of September 24, 1999, between MetLife Funding and Chase Securities Inc., filed as Exhibit 6 to Amendment No. 1, dated January 14, 2000, to MetLife's Schedule 13D in respect of RGA dated December Page 21 of 22 Pages 1, 1999, is incorporated herein by reference. 10 3(a)(3) Commercial Paper Agreement, dated May 13, 1996, between MetLife Funding and CS First Boston Corporation, filed as Exhibit 7 to Amendment No. 1, dated January 14, 2000, to MetLife's Schedule 13D in respect of RGA dated December 1, 1999, is incorporated herein by reference. Page 22 of 22 Pages EX-99 2 EXHIBIT 5 - LETTER FROM METLIFE Exhibit 5 [METROPOLITAN LIFE INSURANCE COMPANY LETTERHEAD] January 14, 2000 By Hand Board of Directors Conning Corporation 700 Market Street St. Louis, Missouri 63101 Gentlemen: This letter will serve to set forth in writing the general outline of the transaction we are proposing (the "Proposed Transaction") between Metropolitan Life Insurance Company ("MetLife") and Conning Corporation ("Conning"). In conjunction with our acquisition of GenAmerica Corporation ("GenAmerica"), and therefore indirectly a controlling interest in Conning, we have been considering the most effective way to partner with Conning going forward, as well as how best to arrange for the management of the general account assets of General American Life Insurance Company ("GALIC") currently managed by Conning. With regard to the former, MetLife recognizes Conning's premier position in the marketplace, and believes the addition of Conning will further enhance MetLife's asset management capabilities. In connection with the latter, we have determined that while MetLife has the highest regard for the asset management expertise of Conning, MetLife will assume the management of the general account assets of GALIC, as is its right under the investment management agreement between GALIC and Conning. This action is consistent with MetLife's general policy of managing the general account assets of its insurance affiliates, which we consider to be a highly efficient approach. As to the remainder of Conning's business, we have determined that it would be desirable if Conning becomes a wholly owned subsidiary of MetLife, and accordingly are proposing to acquire all of the publicly held shares of common stock of Conning Corporation not currently held by GALIC. Form of Transaction. The Proposed Transaction would include as its first step a tender offer by a newly formed subsidiary of MetLife for up to all of the outstanding shares of Conning common stock, other than those held through GenAmerica, at a cash Board of Directors January 13, 2000 Page 2 price per share of $10.50. This price represents a premium of 21% to the average of the closing prices of Conning's stock over the past 20 days. The offer would be conditioned on the valid tender and non-withdrawal of sufficient shares of Conning common stock to increase MetLife's ownership (including through GenAmerica) to in excess of two-thirds of the fully diluted shares of Conning common stock. Promptly following consummation of the tender offer, the remaining shares of Conning common stock would be acquired at the same cash price per share as a result of a merger between Conning and a subsidiary of MetLife. The Proposed Transaction would be effected pursuant to a merger agreement in form and substance customary for transactions of this sort, which would be entered into only following approval and recommendation by the unaffiliated members of the Conning Board of Directors, who we would expect to serve as a Special Committee of the Board in connection with the consideration of the Proposed Transaction, and only upon the receipt by Conning of an opinion from your independent financial advisor as to the fairness from a financial point of view of the Proposed Transaction to the shareholders of Conning unaffiliated with MetLife or GenAmerica. Approval by MetLife's Board of Directors would also be a condition to entering into the merger agreement. Please understand also that MetLife is not interested, under any circumstances, in selling its interest in Conning. Management. We are keenly aware of the paramount importance of management in the success of Conning to date, and we would necessarily be counting on the existing management team to be firmly committed to Conning's continuing prosperity. As a part of the Proposed Transaction, we would expect to put in place arrangements with existing senior management of Conning to incentivize them on a going-forward basis. Financing. The Proposed Transaction is not subject to any financing contingency. MetLife has sufficient funds immediately available to complete the offer and the merger. As you know, we and our financial and legal advisors (Credit Suisse First Boston and Wachtell, Lipton, Rosen & Katz) are prepared to meet with the Special Committee and its legal and financial advisors at your convenience to review the Proposed Transaction and anything else that may be of interest or assistance. I look forward to continuing to work with you on the Proposed Transaction. Board of Directors January 13, 2000 Page 3 Sincerely, /s/ Gary Beller Gary Beller EX-99 3 EXHIBIT 6 - PRESS RELEASE OF METLIFE Exhibit 6 Contact: Kevin Foley 212 578-4132 Kfoley@metlife.com METLIFE PROPOSES TO ACQUIRE PUBLIC SHARES OF CONNING FOR $10.50 PER SHARE IN CASH New York, January 18, 2000 -- MetLife today announced that MetLife has proposed to acquire all of the outstanding shares of Conning Corporation (NASDAQ: CNNG) common stock not already controlled by MetLife for $10.50 per share in cash, which would represent a premium of approximately 21% above the average of the closing prices of the Conning stock over the past 20 trading days. MetLife acquired its 61% interest in Conning as a result of its January 6 acquisition of GenAmerica Corporation, Conning's indirect majority owner. The transaction would be subject to customary terms and conditions, including regulatory approvals, and approval by the MetLife Board of Directors. MetLife reserves the right to amend or withdraw the proposal at any time in its sole discretion. MetLife stated in its proposal that it is not interested, under any circumstances, in selling its interest in Conning. "MetLife recognizes Conning's premier position in the marketplace and believes it will make an important addition to the MetLife asset management family," said Gary Beller, MetLife General Counsel and Senior Executive Vice President. "We look forward to working with its highly skilled staff and continuing to grow Conning's customer base while finding the right synergies with our existing asset management operations," Mr. Beller added. more - -2- MetLife plans, pursuant to the investment management agreement with Conning, to assume the management of the general account assets of General American Life Insurance Company that are currently managed by Conning. "This is consistent with MetLife's general policy of managing the general account assets of its insurance affiliates which we consider to be a highly efficient approach," added Mr. Beller. Conning provides asset management services primarily to insurance companies and institutional investors, manages private equity funds investing in insurance and insurance-related companies, and conducts in-depth research on the insurance industry. Headquartered in New York City since 1868, MetLife is a leading provider of insurance and financial products and services to a broad spectrum of individual and group customers. The company, with $404.2 billion of assets under management as of September 30, 1999 on a pro-forma basis, including the acquisition of GenAmerica Corp., provides individual insurance and investment products to approximately 9 million households in the U.S. In addition, the corporations and institutions that MetLife provides with group insurance and investment products have approximately 33 million employees and members. MetLife also has international insurance operations in ten countries, with a focus on the Asia/Pacific region, Latin America and selected European countries. For more information about MetLife, please visit the company's Web site at www.metlife.com. * * * This press release is not an offer or the solicitation of an offer to buy any securities of Conning, and no such offer or solicitation will be made except in compliance with applicable securities laws. Certain of the above statements are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and the Securities Litigation Reform Act of 1995. Factors that could have a material effect include the following: business conditions in Conning's industry and in the general economy; actual and expected results of operations of Conning and the other parties to any possible transaction; changes in the financial or capital markets; and the risk factors listed from time to time in Conning's reports filed with the Securities and Exchange Commission. Readers are cautioned that such forward-looking statements are not guarantees of future performance. EX-99 4 EXHIBIT 7 - JOINT FILING AGREEMENT Exhibit 7 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) of Regulation 13D-G of the Securities Exchange Act of 1934, the persons or entities below agree to the joint filing on behalf of each of them of the Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of Conning Corporation, and agree that such statement is, and any amendments thereto filed by any of them will be, filed on behalf of each of them, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof the undersigned hereby execute this Agreement this 18th day of January, 2000. METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Jane Weinberg, Esq. ------------------------------------- Name: Jane Weinberg, Esq. Title: Vice-President and Investment Counsel GENAMERICA CORPORATION By: /s/ Robert J. Banstetter ------------------------------------- Name: Robert J. Banstetter Title: Vice President, General Counsel and Secretary GENERAL AMERICAN LIFE INSURANCE COMPANY By: /s/ Robert J. Banstetter ------------------------------------- Name: Robert J. Banstetter Title: Vice President, General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----