-----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, QykmLaahzEte6gV9532nFpr7CeXzn7jWHp+25wbCd0qRkhQdKXVm2yVUtz9co/qU ojRyfwYiqkd4BFudDms5kA== 0001116679-01-500406.txt : 20010712 0001116679-01-500406.hdr.sgml : 20010712 ACCESSION NUMBER: 0001116679-01-500406 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010711 GROUP MEMBERS: SWISS RE AMERICA HOLDING CORP GROUP MEMBERS: SWISS REINSURANCE CO GROUP MEMBERS: SWISS REINSURANCE COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLARK/BARDES HOLDINGS INC CENTRAL INDEX KEY: 0001063980 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] 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: 1678843 BUSINESS ADDRESS: STREET 1: 102 S WYNSTONE PARK DR STREET 2: STE 200 CITY: NORTH BARRINGTON STATE: IL ZIP: 60010 BUSINESS PHONE: 8473045800 MAIL ADDRESS: STREET 1: 102 S WYNSTONE PARK DR STREET 2: STE 200 CITY: NORTH BARRINGTON STATE: IL ZIP: 60010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SWISS REINSURANCE CO CENTRAL INDEX KEY: 0000315043 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 2123175023 MAIL ADDRESS: STREET 1: 55 AST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10055 SC 13G 1 c13g.txt CLARK/BARDES HOLDINGS, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Clark/Bardes Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 180668105 (CUSIP Number) July 2, 2001 (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 9 - -------------------------- ---------------------- CUSIP No. 180668 10 5 13G Page 2 of 9 - -------------------------- ---------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS Swiss Reinsurance Company - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| Not Applicable - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER - 0 - NUMBER OF ---------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,000,000 OWNED BY ---------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING - 0 - PERSON WITH ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 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 7.9 % - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON HC, CO - -------------------------------------------------------------------------------- Page 2 of 9 - -------------------------- ---------------------- CUSIP No. 180668 10 5 13G Page 3 of 9 - -------------------------- ---------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS Swiss Re America Holding Corporation - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| Not Applicable - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER - 0 - NUMBER OF ---------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,000,000 OWNED BY ---------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING - 0 - PERSON WITH ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 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 7.9 % - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON HC, CO - -------------------------------------------------------------------------------- Page 3 of 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: 102 S. Wynstone Park Drive, Suite 200 North Barrington, IL 60010 Item 2(a). Name of Person(s) Filing: Swiss Reinsurance Company By: Markus U. Diethelm, Member of Senior Management Swiss Re America Holding Corporation By: John Baily, Vice President This statement is being filed jointly by the above-listed parties due to the following corporate structure: Swiss Reinsurance Company owns all of the outstanding capital stock of Swiss Re America Holding Corporation, which acquired all of the outstanding capital stock of Conning Corporation on July 2, 2001. Conning Corporation owns all of the outstanding capital stock of Conning, Inc., which owns all of the outstanding capital stock of Conning & Company, which is the managing member of Conning Investment Partners V, LLC ("Conning Investment"), which is the general partner of Conning Capital Partners V, L.P. ("CCPLP V"), which directly owns 1,000,000 shares of common stock of the Issuer (the "Common Stock"). Conning Corporation, Conning, Inc., Conning & Company, Conning Investment and CCPLP V are collectively referred to herein as the "Conning Entities." By virtue of the relationships described above, Swiss Reinsurance Company and Swiss Re America Holding Corporation may be deemed to beneficially own all of the Common Stock beneficially owned by the Conning Entities. 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: For: Swiss Reinsurance Company Mythenquai 50/60 8022 Zurich, Switzerland For: Swiss Re America Holding Corporation 175 King Street Armonk, New York 10504 Item 2(c). Citizenship: Swiss Reinsurance Company is a Swiss corporation. Swiss Re America Holding Corporation is a Delaware corporation. Item 2(d). Title of Class of Securities: Common Stock. Page 4 of 9 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 Section 240.13d-1(b)(1)(ii)(E); (f) |_| An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) |_| A parent holding company or control person in accordance with Section 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). Page 5 of 9 Item 4. Ownership.
- ------------------------------------------------------------------------------------------------------- Sole Power Shared to Dispose Power to Sole Power or to Direct Dispose or Amount to Vote or Shared Power the Direct the Beneficially Percent of Direct the to Vote or to Disposition Disposition Reporting Person Owned Class Vote Direct the Vote of of - ------------------------------------------------------------------------------------------------------- Swiss 1,000,000(1) 7.9% - 0 - 1,000,000 - 0 - 1,000,000 Reinsurance Company - ------------------------------------------------------------------------------------------------------- Swiss Re America 1,000,000(1) 7.9% - 0 - 1,000,000 - 0 - 1,000,000 Holding Corporation - -------------------------------------------------------------------------------------------------------
(1) By virtue of the relationships described in Item 2(a), Swiss Reinsurance Company and Swiss Re America Holding Corporation may be deemed to beneficially own all of the shares of Common Stock beneficially owned by the Conning Entities. The filing of this statement by Swiss Reinsurance Company and Swiss Re America Holding Corporation shall not be construed as an admission that either of Swiss Reinsurance Company or Swiss Re America Holding Corporation 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. If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, then check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. See Exhibit B Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 6 of 9 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: July 6, 2001 Swiss Reinsurance Company By:/s/ Markus U. Diethelm --------------------------- Name: Markus U. Diethelm Title: Member of Senior Management Swiss Re America Holding Corporation By:/s/ John Baily --------------------------- Name: John Baily Title: Vice President Page 7 of 9 EXHIBIT A AGREEMENT BETWEEN REPORTING PERSONS In accordance with Rule 13d-1(k)(1) of Regulation 13D-G of the Securities Exchange Act of 1934, as amended, the persons or entities below agree to the joint filing on behalf of each of them of the Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Clark/Bardes Holdings, Inc., 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. 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: July 6, 2001 Swiss Reinsurance Company By:/s/ Markus U. Diethelm --------------------------- Name: Markus U. Diethelm Title: Member of Senior Management Swiss Re America Holding Corporation By:/s/ John Baily --------------------------- Name: John Baily Title: Vice President Page 8 of 9 EXHIBIT B INDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON Swiss Reinsurance Company, a Swiss corporation, is the parent holding company that is filing this statement pursuant to Rule 13d-1(c). On July 2, 2001, Swiss Re America Holding Corporation, a Delaware corporation and wholly owned subsidiary of Swiss Reinsurance Company, purchased all of the issued and outstanding capital stock of Conning Corporation. As described in Item 2(a), Conning Corporation owns all of the outstanding capital stock of Conning, Inc., which owns all of the outstanding capital stock of Conning & Company, which is the managing member of Conning Investment Partners V, LLC, which is the general partner of Conning Capital Partners V, L.P., which directly owns the Common Stock. Page 9 of 9 -----END PRIVACY-ENHANCED MESSAGE-----