Tender-Offer Statement — Issuer Tender Offer — Schedule TO
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC TO-I Schedule to 5 28K
2: EX-99.A.1 Offer to Purchase 56 288K
11: EX-99.A.10 Form of Summary Advertisement 6 28K
3: EX-99.A.2 Form of Letter of Transmittal 12 67K
4: EX-99.A.3 Form of Notice of Guaranteed Delivery 2 17K
5: EX-99.A.4 Form of Letter to Brokers 4± 17K
6: EX-99.A.5 Form of Letter to Clients 3 19K
7: EX-99.A.6 Text of Proposal Letter 2 14K
8: EX-99.A.7 Text of Press Release 2± 12K
9: EX-99.A.8 Text of Joint Press Release 2± 12K
10: EX-99.A.9 Guidelines for Certification of Taxpayer Id 4± 17K
12: EX-99.C.1 Fairness Opinion of Salomon Smith Barney, Inc. 3 18K
13: EX-99.C.2 Opinion of Credit Suisse First Boston Corporation 2 15K
14: EX-99.C.3 Report of Salomon Smith Barney, Inc. 50 150K
15: EX-99.D.1 Agreement and Plan of Merger 45 177K
16: EX-99.D.2 Investment Advisory Agreement 5 17K
17: EX-99.D.3 Assignment and Assumption Agreement 10 43K
18: EX-99.D.4 Limited Partnership Agreement 61 261K
19: EX-99.D.5 Side Letter 3 15K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
CONNING CORPORATION
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(NAME OF SUBJECT COMPANY)
CC MERGER SUB INC.
METROPOLITAN LIFE INSURANCE COMPANY
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(NAME OF FILING PERSONS -- OFFEROR)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
208215 10 3
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(CUSIP NUMBER OF CLASS OF SECURITIES)
JANE WEINBERG, ESQ.
METROPOLITAN LIFE INSURANCE COMPANY
ONE MADISON AVENUE
NEW YORK, NEW YORK 10010
TELEPHONE: (212) 578-2211
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
COPY TO:
ADAM O. EMMERICH, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 403-1234
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CALCULATION OF FILING FEE
[Enlarge/Download Table]
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$95,425,962.50 $19,026
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* Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of 7,634,077 shares of common stock, par value
$0.01 per share (the "Shares"), at a price per Share of $12.50 in cash. Such
number of Shares represents the fully diluted number of Shares outstanding as
of March 20, 2000, less the number of Shares already beneficially owned by
Metropolitan Life Insurance Company.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
PAGE 1 OF 6 PAGES
EXHIBIT INDEX BEGINS ON PAGE 6
This Tender Offer Statement on Schedule TO is filed by Metropolitan Life
Insurance Company, a New York life insurance company ("MetLife"), and CC Merger
Sub Inc., a Missouri corporation and an indirect wholly owned subsidiary of
MetLife ("Purchaser"). The Schedule TO relates to the offer by Purchaser to
purchase all outstanding shares of Common Stock, par value $0.01 per share (the
"Shares"), of Conning Corporation ("Conning") at $12.50 per Share, net to the
seller in cash (less any required withholding taxes), upon the terms and subject
to the conditions set forth in the offer to purchase (the "Offer to Purchase")
and in 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"), attached hereto as Exhibits (a)(1)
and (a)(2), respectively. The information set forth in the Offer is incorporated
herein by reference with respect to Items 1-9, 11 and 13 of Schedule TO. The
Agreement and Plan of Merger, by and among MetLife, Purchaser and Conning, dated
as of March 9, 2000 (the "Merger Agreement"), a copy of which is attached as
Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items
5 and 11 of Schedule TO.
ITEM 10. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not applicable.
ITEM 12. EXHIBITS.
[Download Table]
(a)(1) Offer to Purchase dated March 20, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6) Text of proposal letter sent by MetLife to Conning on
January 14, 2000.
(a)(7) Text of press release issued by MetLife dated January 18,
2000.
(a)(8) Text of joint press release issued by MetLife and Conning
dated March 9, 2000.
(a)(9) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(10) Form of summary advertisement dated March 20, 2000.
(c)(1) Opinion of Salomon Smith Barney Inc.
(c)(2) Opinion of Credit Suisse First Boston Corporation.
(c)(3) Report of Salomon Smith Barney Inc.
(d)(1) Agreement and Plan of Merger by and among MetLife, Purchaser
and Conning dated as of March 9, 2000.
(d)(2) Investment Advisory Agreement by and between General
American Life Insurance Company and General American
Investment Management Company, dated as of May 1, 1995.
(d)(3) Assignment and Assumption Agreement by and among Conning
Asset Management Company, MetLife and General American Life
Insurance Company, dated as of March 1, 2000.
(d)(4) Limited Partnership Agreement of Conning Capital Partners
VI, L.P., dated as of February 25, 2000.
(d)(5) Side Letter to Limited Partnership Agreement regarding the
participation of MetLife in Conning Capital Partners VI,
L.P., dated as of March 7, 2000.
(f) Statement describing appraisal rights and procedures for
exercising appraisal rights (incorporated by reference from
Offer to Purchase).
(g) None.
(h) None.
2
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
(a) Financial statements
(1) Conning's Annual Report on Form 10-K for the year ended December
31, 1999 (pages 30-33) is incorporated herein by reference.
(2) The book value per share of Conning common stock as of December
31, 1999 was $6.96 (basic) and $6.74 (diluted).
(b) Not applicable
The financial information incorporated by reference may be read and copied
at the following locations at the SEC:
[Download Table]
Public Reference Room New York Regional Office Chicago Regional Office
Room 1024, Judiciary Plaza Suite 1300 Citicorp Center
450 Fifth Street, N.W. 7 World Trade Center Suite 1400
Washington, D.C. 20549 New York, New York 10048 500 West Madison Street
Chicago, Illinois 60661-2511
Please call the SEC at 1-800-732-0330 for further information on the public
reference rooms. Conning's SEC filings should also be available to the public
from commercial document retrieval services and at the Internet world wide web
site that the SEC maintains at http://www.sec.gov.
3
SIGNATURE
After due 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.
CC MERGER SUB INC.
By /s/ GARY A. BELLER
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Name: Gary A. Beller
Title: President and Chairman of the
Board
METROPOLITAN LIFE INSURANCE COMPANY
By /s/ GARY A. BELLER
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Name: Gary A. Beller
Title: Senior Executive
Vice-President
and General Counsel
Dated: March 20, 2000
4
EXHIBIT INDEX
[Download Table]
(a)(1) Offer to Purchase dated March 20, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6) Text of proposal letter sent by MetLife to Conning on
January 14, 2000.
(a)(7) Text of press release issued by MetLife dated January 18,
2000.
(a)(8) Text of joint press release issued by MetLife and Conning
dated March 9, 2000.
(a)(9) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(10) Form of summary advertisement dated March 20, 2000.
(c)(1) Opinion of Salomon Smith Barney Inc.
(c)(2) Opinion of Credit Suisse First Boston Corporation.
(c)(3) Report of Salomon Smith Barney Inc.
(d)(1) Agreement and Plan of Merger by and among MetLife, Purchaser
and Conning dated as of March 9, 2000.
(d)(2) Investment Advisory Agreement by and between General
American Life Insurance Company and General American
Investment Management Company, dated as of May 1, 1995.
(d)(3) Assignment and Assumption Agreement by and among Conning
Asset Management Company, MetLife and General American Life
Insurance Company, dated as of March 1, 2000.
(d)(4) Limited Partnership Agreement of Conning Capital Partners
VI, L.P., dated as of February 25, 2000.
(d)(5) Side Letter to Limited Partnership Agreement regarding the
participation of MetLife in Conning Capital Partners VI,
L.P, dated as of March 7, 2000.
(f) Statement describing appraisal rights and procedures for
exercising appraisal rights (incorporated by reference from
Offer to Purchase).
(g) None.
(h) None.
5
Dates Referenced Herein and Documents Incorporated by Reference
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