UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): February 7, 2000
CONSECO, INC.
(Exact name of registrant as specified in its charter)
Indiana 1-9250 35-1468632
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
organization)
11825 North Pennsylvania Street
Carmel, Indiana 46032
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(Address of principal executive offices) (Zip Code)
(317) 817-6100
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address,
if changed since last report.)
ITEM 5. OTHER EVENTS.
On February 7, 2000, Conseco, Inc. ("Conseco") completed the public
offering of $800.0 million of 8.75 percent notes due February 9, 2004 (the
"Notes"). The Notes were priced at 99.946 percent of par. Interest on the Notes
is payable semi-annually on February 9 and August 9 of each year, beginning on
August 9, 2000. The Notes are redeemable in whole or in part at the option of
Conseco at any time at a redemption price equal to the greater of: (i) 100
percent of the principal amount of the notes to be redeemed plus accrued
interest to the date of redemption; and (ii) the sum of the present values of
the remaining scheduled payments of principal and interest thereon from the
redemption date to the maturity date, computed by discounting such payments, in
each case, to the redemption date on a semi-annual basis at the Treasury rate
(as defined) plus 25 basis points, plus accrued interest on the principal amount
thereof to the date of redemption. The Notes are unsecured and rank equally with
all other unsecured senior indebtedness of Conseco.
Proceeds from the offering of approximately $794.3 million (after
underwriting discounts and estimated offering expenses) will be used by Conseco
for the repayment of outstanding indebtedness.
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ITEM 7(c). EXHIBITS.
1.1 Underwriting Agreement dated February 2, 2000
4.1 8.75% Note due February 9, 2004 (one of several notes
with identical terms aggregating $800 million)
5.1 Opinion of John J. Sabl
23.1 Consent of John J. Sabl (included in Exhibit 5.1)
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SIGNATURE
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 hereunto duly authorized.
CONSECO, INC.
DATE: February 7, 2000
By: /s/ ROLLIN M. DICK
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Name: Rollin M. Dick
Title: Executive Vice President
and Chief Financial Officer
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