Conning Corporation
Proposed Ticker:CNNG 700 Market Street
Exchange:NASDAQ-National Market St. Louis, MO 63101
Industry:Financial (SIC Code 6282) (314) 444-0498
# of Employees:250

Filing Information
Type of Shares:Common Shares Filing Date:9/19/97
U.S. Shares Filed:2,500,000 Filing Range:$13.00 - $15.00
Non-U.S. Shares Filed:0 Offering Amount: $35,000,000
Primary Shares:2,500,000 Expenses: -
Secondary Shares:0 Shares Out After:

Primary Underwriting Group
ManagerTierPhone
Donaldson, Lufkin & Jenrette Securities Corp.Lead Manager (212) 371-0641
A.G. Edwards & Sons, Inc.Co-manager (314) 955-3039

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Bryan Cave
Bank's Law Firm: Simpson, Thacher & Bartlett
Auditor: KPMG Peat Marwick

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 6/30/97 6/30/96 6/30/97
Revenue:$53.67$30.92$26.23Assets:$49.96
Net Income:$5.31$3.60$2.66Curr Assets:$25.16
EPS:Liabilities:$49.89
Prior EPS:$0.74$5.36Curr Liabilities:$11.54
Cash Flow/Oper:-$2.24-$3.95Equity:$0.07
Cash Flow/Fin:-$1.13-$2.27Cash:$7.19
Cash Flow/Inv:-$1.13Working Cap:$13.62

Business Description
The company is a nationally recognized asset management company providing services to the insurance industry and is also a leading provider of insurance research. As of June 30, 1997, the Company had approximately $23.1 billion of assets under discretionary management and, in total, provided services with respect to approximately $58.0 billion of assets for insurance company clients. The Company believes it is well positioned to take advantage of the continued growth in insurance industry assets and a trend among insurance companies to seek external investment management expertise. During the period from 1992 through 1996, assets under discretionary management of the Company increased by an average of 24% per year, on a pro forma basis after giving effect to the Strategic Merger and the inclusion of assets of General American for all years. In 1996, its first full year of operations following the Strategic Merger, the Company had revenues of approximately $53.7 million, net earnings of approximately $6.2 million and earnings before interest, taxes, depreciation and amortization ("EBITDA") of approximately $15.3 million. In the six months ended June 30, 1997, the Company had revenues of approximately $30.9 million, net earnings of approximately $4.1 million and EBITDA of approximately $9.1 million.

Competition
All of the Company's businesses are conducted in highly competitive markets. The Company competes with a large number of other asset management firms as well as broker-dealers, insurance companies, commercial banks and others in the business. Conning Asset Management Company competes for assets under discretionary management with a large number of specialty and diversified investment advisory firms and divisions, many of whom are larger and have access to greater resources than the Company. The asset management industry is characterized by relatively low cost of entry, and new investment advisory entities may be formed which may compete with the Company. The Company's focus on the insurance industry makes it particularly subject to direct competition from firms or divisions which specialize in providing services to the insurance industry. Additionally, other insurance companies may determine to spin out their investment management divisions, which might then become significant competitors. The Company believes that the most important factors affecting competition for investment management clients are the knowledge and reputations of investment managers, customer service, performance records and pricing policies. The Company's mortgage origination and servicing business faces competition from local and national mortgage brokerage firms, other direct institutional lenders and services, lending programs from investment banking firms and other financial institutions, many of whom are larger and have access to greater resources than the Company. The Company believes that the most important factors affecting competition for the origination of commercial mortgage loans are price, loan quality and service. For most customers, the Company's investment accounting & reporting services face competition from certain other asset management firms as well as software companies, including SS&C.; The Company believes the most important factors affecting competition for investment accounting & reporting services are the quality and performance of the Company's software and service, and to a lesser extent price. The Company's private equity business faces competition for raising capital and making equity investments from securities firms, venture capitalists, commercial banks, investment banks and insurance companies, many of whom are larger and have access to greater resources than the Company. The Company believes that the most important factors affecting competition for the sponsorship and management of such funds are performance records and the reputations and expertise of sponsors. The Company's insurance research business faces competition from traditional securities firms and investment banks in providing research on publicly-traded insurance industry related companies and research on the insurance industry. The Company believes that the most important factors affecting competition are the quality and number of the insurance research professionals, the breadth of coverage and the number of topics covered. There can be no assurance that the Company will be able to compete successfully against current and future competitors or that competitive pressures faced by the Company will not materially and adversely affect the Company's business, financial condition, results of operations and business prospects.

Business Plan
The Company's primary operating strategy is to grow recurring, fee-based asset management-related revenues, cash flow and profits through the following: (I) Leverage Established Asset Management Platform To Generate Growth and Profitability, (ii) Generate Growth From New and Existing Clients, (iii) Pursue Strategic Acquisitions and Alliances to Expand Market Penetration and (iv) Leverage Strategic Alliance with Growing Partner.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes including possible strategic acquisitions or alliances.

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