-----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, AuUyfJdKz7eO18mwsVgQTjzlwNKCD9LcQzwp51A1vErLjzSl4TOaJ31o82O0gjRg 0oYwNBivBCS86mlzD88PXA== 0000898080-99-000125.txt : 19990406 0000898080-99-000125.hdr.sgml : 19990406 ACCESSION NUMBER: 0000898080-99-000125 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990325 ITEM INFORMATION: FILED AS OF DATE: 19990405 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-23183 FILM NUMBER: 99587388 BUSINESS ADDRESS: STREET 1: 700 MARKET ST STREET 2: 185 ASYLUM 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- 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): March 25, 1999 --------------- Conning Corporation (Exact name of registrant as specified in its charter) Missouri (State or other jurisdiction of incorporation) 0-23183 43-1719355 (Commission File Number) (I.R.S. Employer Identification No.) 700 Market Street, St. Louis, Missouri, 63101 (Address of principal executive offices) (zip code) (314) 444-0498 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On March 25, 1999, the Registrant's wholly owned subsidiary, Conning Asset Management Company ("CAM"), entered into an Asset Purchase Agreement (the "Purchase Agreement") by and between CAM and TCW Advisors, Inc. ("TCW"), pursuant to which CAM agreed to purchase TCW's insurance company high-grade fixed income management operations and to acquire all of TCW's right, title and interest in and to certain Investment Advisory Agreements (the "Assumed Contracts"). The purchase price will consist of approximately $3,000,000 in cash (excluding acquisition expenses), and may include additional contingent consideration of up to $2,300,000 in cash payable over the two year period after the closing, based on the meeting of certain financial targets. The consummation of the transaction is subject to certain customary conditions set forth in the Purchase Agreement, including the consent of certain clients under the Assumed Contracts to the assignment of their Investment Advisory Agreements to CAM. A copy of the press release announcing the execution of the Purchase Agreement is attached hereto as Exhibit 99.1. (a) Exhibits. 99.1 Press Release dated March 26, 1999, announcing the execution of the Asset Purchase Agreement. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: April 5, 1999 CONNING CORPORATION By: /s/ Fred M. Schpero Name: Fred M. Schpero Title: Senior Vice President and Chief Financial Officer EX-99.1 2 PRESS RELEASE Press Release March 26, 1999 Investor Contact: Conning Corporation TCW Fred M. Schpero Josh Pekarsky or Paul Kopsky, Jr. Kekst and Company (314) 444-0715 (212) 521-4877 Media Contact: David Garino (314) 982-1700 Internet: http://www.conning.com and www.tcwgroup.com For Immediate Release CONNING AND TCW FORM GLOBAL ALLIANCE CONNING TO ACQUIRE TCW'S INSURANCE COMPANY HIGH-GRADE FIXED INCOME MANAGEMENT BUSINESS ST. LOUIS, MO and LOS ANGELES, CA, March 26, 1999 -- Conning Corporation (NASDAQ NMS:CNNG) and The TCW Group, Inc. (TCW) announced today they have entered into a definitive agreement in which Conning will acquire TCW's insurance company high-grade fixed income management business, which represents approximately $2.5 billion in discretionary assets under management and assets serviced. In addition to high-grade fixed income portfolio management, this operation provides a full range of investment management services unique to insurance companies, including specialized accounting, regulatory compliance, and asset/liability consulting. Conning and TCW also announced that they have formed a global alliance in which each party will actively refer its clients to, or obtain sub-advisory services from, the other party for investment management products it does not currently provide. Under this global alliance, Conning may direct its clients to TCW for certain equity-based asset management services, including actively-managed U.S. and international equities, as well as alternative investments and comprehensive asset allocation products. Business referred to Conning may include insurance company high-grade fixed income asset management and a full array of ancillary insurance company services for TCW's insurance company clients. Subject to certain adjustments, the purchase price for the acquired business is expected to equal approximately 1.5 times annualized management fees relating to this business. A portion of the consideration, up to $3.0 million, will be paid at closing with the remainder, up to $2.3 million, over the next two years, subject to successful retention of acquired client relationships and meeting certain revenue targets on the acquired business. The acquisition will be treated as an asset purchase and is expected to be accretive to Conning's earnings during the first full year of operations. Leonard M. Rubenstein, Conning Corporation's Chairman, President and Chief Executive Officer, stated, "We believe this transaction and relationship are very positive for Conning. The transaction continues our strategy of creating scale efficiencies by increasing the amount of assets we manage, and provides our organization with an alliance that could give our clients access to TCW's outstanding equity investment products. Donald L. McDonald, Conning's Executive Vice President - Asset Management, said, "We are pleased to welcome to Conning Walter Blasberg, TCW's Managing Director of the insurance asset management business. We know he can make an important contribution and ensure a seamless transition for TCW clients." TCW President Marc Stern, said, "This transaction will enable TCW to concentrate our full efforts on the continued growth of our investment management operations, while also opening new areas of opportunity through our global alliance with Conning. Outside of the high-grade area we remain fully committed to serving insurance companies, which today are an important source of assets for TCW's investment strategies." Mr. Blasberg added, "We have great respect for Conning and believe our clients will be well served by its expertise, commitment and focus on providing high quality, tailored services to the insurance industry." Conning will integrate TCW's insurance asset management operations through its Hartford offices. Conning will be able to use its existing accounting and administrative infrastructure to absorb a significant portion of those functions currently being performed by TCW. The transaction is expected to close during the second quarter of this year, subject to customary conditions. Conning provides asset management services to insurance companies, manages private equity funds investing in insurance and insurance-related companies, and conducts in-depth research concerning the insurance industry. Founded in 1971, the TCW Group of companies, including Trust Company of the West, manages approximately $55 billion in assets for many of the United State's largest corporate, public and union pension plans, charitable foundations, endowments and financial institutions. Headquartered in Los Angeles, California, TCW also maintains offices in San Francisco, Houston, New York, Hong Kong and London. The preceding discussion of expected results may constitute forward-looking statements. Actual results could differ from expected results due to various factors, including whether the revenue contribution and accretion of TCW's high-grade fixed income insurance operations have been projected accurately, the effect of recent volatility in securities markets, and the ability to successfully integrate the high-grade fixed income insurance operations of TCW. -----END PRIVACY-ENHANCED MESSAGE-----