-----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, Cp873PckyPF4NME5uPH1J8ralTzVfRvaNtsplNrGoAXMX3ecetaWKmoro6GtsoyD iYwoV0JsD9+SO2o9lyM6ew== 0000898080-99-000189.txt : 19990617 0000898080-99-000189.hdr.sgml : 19990617 ACCESSION NUMBER: 0000898080-99-000189 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990616 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLARK/BARDES HOLDINGS INC CENTRAL INDEX KEY: 0001063980 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 522103926 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-54813 FILM NUMBER: 99647504 BUSINESS ADDRESS: STREET 1: 2121 SAN JACINTE ST STREET 2: SUITE 2200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148718717 MAIL ADDRESS: STREET 1: 2121 SAN JACINTE STREET STREET 2: SUITE 2200 CITY: DALLAS STATE: TX ZIP: 75201 FILED BY: 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 13G 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 SC 13G 1 SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Clark/Bardes Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 180668105 (CUSIP Number) June 7, 1999 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | | Rule 13d-1(b) |X| Rule 13d-1(c) | | Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a cover page. The information required in 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). (Page 1 of 17) CUSIP No. 180668105 13G Page 2 of 17 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY) General American Mutual Holding Company 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Missouri 5 SOLE VOTING POWER NUMBER OF 0 SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,555,600 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 1,555,600 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,555,600 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.18% 12 TYPE OF REPORTING PERSON HC, CO 2 CUSIP No. 180668105 13G Page 3 of 17 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY) GenAmerica Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Missouri 5 SOLE VOTING POWER NUMBER OF 0 SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,555,600 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 1,555,600 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,555,600 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.18% 12 TYPE OF REPORTING PERSON HC, CO 3 CUSIP No. 180668105 13G Page 4 of 17 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY) General American Life Insurance Company 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Missouri 5 SOLE VOTING POWER NUMBER OF 0 SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,555,600 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 1,555,600 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,555,600 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.18% 12 TYPE OF REPORTING PERSON HC, IC, CO 4 CUSIP No. 180668105 13G Page 5 of 17 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY) Conning Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Missouri 5 SOLE VOTING POWER NUMBER OF 0 SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,000,000 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 1,000,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.40% 12 TYPE OF REPORTING PERSON HC, CO 5 CUSIP No. 180668105 13G Page 6 of 17 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY) Conning, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF 0 SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,000,000 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 1,000,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.40% 12 TYPE OF REPORTING PERSON HC, CO 6 CUSIP No. 180668105 13G Page 7 of 17 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY) Conning & Company 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut 5 SOLE VOTING POWER NUMBER OF 0 SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,000,000 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 1,000,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.40% 12 TYPE OF REPORTING PERSON BD, CO, IA 7 CUSIP No. 180668105 13G Page 8 of 17 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY) Conning Investment Partners V, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF 0 SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,000,000 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 1,000,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.40% 12 TYPE OF REPORTING PERSON OO 8 CUSIP No. 180668105 13G Page 9 of 17 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY) Conning Insurance Capital Limited Partnership V, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,000,000 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 1,000,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.40% 12 TYPE OF REPORTING PERSON PN 9 Item 1(a). Name of Issuer: The name of the Issuer is Clark/Bardes Holdings, Inc. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: The principal executive offices of the Issuer are located at 2121 San Jacinto Street, Suite 2200, Dallas, Texas 75201-7906 Item 2(a). Name of Person Filing: This statement is being filed jointly by the following parties: (i) General American Mutual Holding Company ("GAMHC"), which owns all of the outstanding capital stock of GenAmerica Corporation ("GC"), (ii) GC, which owns all of the outstanding capital stock of General American Life Insurance Company ("GALIC"), (iii) GALIC, which owns a majority of the outstanding voting capital stock of Conning Corporation ("Conning Corp."), (iv) Conning Corp. which owns all of the outstanding capital stock of Conning, Inc., (v) Conning, Inc. which owns all of the outstanding capital stock of Conning & Company ("Conning"), (vi) Conning, which has voting and dispositive control of Conning Investment Partners V, LLC ("Conning Investment") as its managing member, (vii) Conning Investment, which has voting and dispositive control of Conning Insurance Capital Limited Partnership V, L.P. ("CICLP V"), as the general partner of CICLP V and (viii) CICLP V, which directly owns Common Stock. A copy of the agreement between the Reporting Persons that this Schedule 13G is filed on behalf of is attached hereto as Exhibit A. Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business office of GAMHC, GC, GALIC and Conning Corp. is 700 Market Street, St. Louis, Missouri 63101. The address of the principal business office of each of Conning, Inc., Conning, Conning Investment and CICLP V is CityPlace II, 185 Asylum Street, Hartford, Connecticut 06103-4105. Item 2(c). Citizenship: GAMHC, GC, GALIC and Conning Corp. are Missouri corporations. Conning Inc. is a Delaware corporation. Conning is a Connecticut corporation. CICLP V is a limited partnership organized under the laws of Delaware. Conning Investment is a limited liability company organized under the laws of Delaware. Item 2(d). Title of Class of Securities: This Schedule 13G statement relates to Common Stock. Item 2(e). CUSIP Number: 180668105 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a) | | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) | | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) | | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) | | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) | | An investment adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E); (f) | | An employee benefit plan or endowment fund in accordance with ss. 240.13d-1(b)(1)(ii)(F); 10 (g) | | A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G); (h) | | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) | | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). This Schedule 13G statement is being filed pursuant to Rule 13d-1(c). Item 4. Ownership.
Sole Power Shared Power Sole Power to Shared Power Amount to Vote or to Vote or Dispose or to Dispose or Beneficially Percent of Direct the Direct the Direct the Direct the Reporting Person Owned Class Vote Vote Disposition of Disposition of 1. GAMHC 1,555,600 (1) 16.18% 0 1,555,600 0 1,555,600 2. GC 1,555,600 (1) 16.18% 0 1,555,600 0 1,555,600 3. GALIC 1,555,600 (1) 16.18% 0 1,555,600 0 1,555,600 4. Conning Corp. 1,000,000 (1) 10.40% 0 1,000,000 0 1,000,000 5. Conning, Inc. 1,000,000 (1) 10.40% 0 1,000,000 0 1,000,000 6. Conning 1,000,000 (1) 10.40% 0 1,000,000 0 1,000,000 7. Conning Investment 1,000,000 (1) 10.40% 0 1,000,000 0 1,000,000 8.. CICLP V 1,000,000 (1) 10.40% 0 1,000,000 0 1,000,000 ========================= ================== ============ ============= ================ ================ =================
(1) By virtue of the relationships described in Item 2(a), GAMHC and GC may be deemed to beneficially own all of the shares of Common Stock beneficially owned by GALIC. By virtue of the relationships described in Item 2(a), GAMHC, GC, GALIC, Conning Corp. and Conning, Inc. may be deemed to beneficially own all of the shares of Common Stock beneficially owned by Conning. By virtue of the relationships described in Item 2(a), Conning may be deemed to beneficially own all of the shares of Common Stock deemed beneficially owned by Conning Investment and CICLP V. By virtue of the relationships described in Item 2(a), Conning Investment may be deemed to beneficially own all of the shares of Common Stock deemed beneficially held by CICLP V. The filing of this statement by GAMHC, GC, GALIC, Conning Corp., Conning, Inc., Conning or Conning Investment shall not be construed as an admission that any of GAMHC, GC, GALIC, Conning Corp., Conning, Inc., Conning or Conning Investment, is, for the purposes of Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, as amended (the "Act"), the beneficial owner of any securities covered by this statement. Because of the relationships described in Item 2(a), the reporting persons may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the Act, and as such, each member of the group would be deemed to beneficially own, in the aggregate, all the shares of Common Stock held by members of the group. The reporting persons disclaim membership in a group. Item 5. Ownership of Five Percent or Less of a Class. The filing on Schedule 13G is not for the purpose of reporting the fact that as of the date hereof any of the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities. Item 6. Ownership of More than Five Percent on Behalf of Another Person. No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock owned by the Reporting Persons. 11 Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. GAMHC, GC, GALIC, Conning Corp., Conning, Inc., Conning and Conning Investment are each parent holding companies or control persons in the holding company structure described in Item 2(a) and Item 4 which identify the relationships among such parties and their respective subsidiaries or controlled persons. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable. 12 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: June 15, 1999 GENERAL AMERICAN MUTUAL HOLDING COMPANY By: /s/ Matthew P. McCauley __________________________________ Name: Matthew P. McCauley Title: Assistant Secretary GENAMERICA CORPORATION By: /s/ Matthew P. McCauley __________________________________ Name: Matthew P. McCauley Title: Vice President GENERAL AMERICAN LIFE INSURANCE COMPANY By: /s/ Matthew P. McCauley __________________________________ Name: Matthew P. McCauley Title: Vice President CONNING CORPORATION By: /s/ Fred M. Schpero __________________________________ Name: Fred M. Schpero Title: Senior Vice President and Chief Financial Officer CONNING, INC. By: /s/ Fred M. Schpero __________________________________ Name: Fred M. Schpero Title: Senior Vice President, Secretary and Chief Financial Officer 13 CONNING & COMPANY By: /s/ Steven F. Piaker __________________________________ Name: Steven F. Piaker Title: Senior Vice President CONNING INSURANCE CAPITAL LIMITED PARTNERSHIP V, L.P. By: Conning Investment Partners V, LLC, its General Partner By: Conning & Company, its Manager Member By: /s/ Steven F. Piaker __________________________________ Name: Steven F. Piaker Title: Senior Vice President CONNING INVESTMENT PARTNERS V, LLC By: Conning & Company, its Manager Member By: /s/ Steven F. Piaker __________________________________ Name: Steven F. Piaker Title: Senior Vice President 14 EXHIBIT INDEX EXHIBIT PAGE NUMBER A. AGREEMENT BETWEEN REPORTING PERSONS 16 15 EXHIBIT A AGREEMENT BETWEEN REPORTING PERSONS This will confirm the agreement by and between the undersigned that the Schedule 13G filed on or about this date with respect to the beneficial ownership of the undersigned of shares of common stock of Clark/Bardes Holdings, Inc., a Delaware corporation, is being filed on behalf of each of the parties named below. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Date: June 15, 1999 GENERAL AMERICAN MUTUAL HOLDING COMPANY By: /s/ Matthew P. McCauley __________________________________ Name: Matthew P. McCauley Title: Assistant Secretary GENAMERICA CORPORATION By: /s/ Matthew P. McCauley __________________________________ Name: Matthew P. McCauley Title: Vice President GENERAL AMERICAN LIFE INSURANCE COMPANY By: /s/ Matthew P. McCauley __________________________________ Name: Matthew P. McCauley Title: Vice President CONNING CORPORATION By: /s/ Fred M. Schpero __________________________________ Name: Fred M. Schpero Title: Senior Vice President and Chief Financial Officer 16 EXHIBIT A AGREEMENT BETWEEN REPORTING PERSONS (Continued) CONNING, INC. By: /s/ Fred M. Schpero __________________________________ Name: Fred M. Schpero Title: Senior Vice President, Secretary and Chief Financial Officer CONNING & COMPANY By: /s/ Steven F. Piaker __________________________________ Name: Steven F. Piaker Title: Senior Vice President CONNING INSURANCE CAPITAL LIMITED PARTNERSHIP V, L.P. By: Conning Investment Partners V, LLC its General Partner By: Conning & Company, its Manager Member By: /s/ Steven F. Piaker __________________________________ Name: Steven F. Piaker Title: Senior Vice President CONNING INVESTMENT PARTNERS V, LLC By: Conning & Company its Manager Member By: /s/ Steven F. Piaker __________________________________ Name: Steven F. Piaker Title: Senior Vice President 17 -----END PRIVACY-ENHANCED MESSAGE-----