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): June 3, 1998
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 April 6, 1998, Green Tree Financial Corporation, a Delaware
corporation ("Green Tree"), agreed to merge (the "Merger") with a subsidiary of
Conseco, Inc., an Indiana corporation ("Conseco"). The terms of the Merger are
set forth in an Agreement and Plan of Merger (the "Merger Agreement") dated as
of April 6, 1998, as amended, among Conseco, Marble Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of Conseco, and Green Tree.
In the Merger, each share of Green Tree's common stock, par value $.01 per share
("Green Tree Common Stock"), will be converted into 0.9165 of a share of
Conseco's common stock, no par value ("Conseco Common Stock"). As a result of
the Merger, Green Tree will become a wholly owned subsidiary of Conseco. The
Boards of Directors of Conseco and Green Tree approved the Merger at their
respective meetings held on April 6, 1998.
The Merger is intended to constitute a tax-free reorganization under
the Internal Revenue Code of 1986, as amended, and to be accounted for as a
pooling of interest.
Green Tree is a diversified financial services company that provides
financing for manufactured homes, home equity, home improvements, consumer
products and equipment and provides consumer and commercial revolving credit.
Green Tree's insurance agencies market physical damage and term mortgage life
insurance and other credit protection relating to the customers' contracts Green
Tree services. Green Tree is the largest servicer of manufactured housing
contracts in the United States. Through its principal offices in Saint Paul,
Minnesota and service centers throughout the United States, Green Tree serves
all 50 states.
Green Tree pools and securitizes substantially all of the contracts it
originates, retaining the servicing on the contracts. Such pools are structured
into asset-backed securities which are sold in the public securities markets. In
servicing the contracts, Green Tree collects payments from the borrower and
remits principal and interest payments to the holder of the contract or investor
certificate backed by the contracts.
Green Tree was originally incorporated under the laws of the State of
Minnesota in 1975. In 1995, Green Tree reincorporated under the laws of the
State of Delaware. Green Tree's principal executive offices are located at 1100
Landmark Towers, 345 Saint Peter Street, Saint Paul, Minnesota 55102-1639, and
its telephone number is (612) 293-3400.
Pro forma combined financial statements of Conseco as if the Merger
had already occurred as of March 31, 1998, for the three months ended March 31,
1998 and 1997, and for each of the three years ended December 31, 1997, are
attached as Exhibit 99.1.
The audited consolidated financial statements of Green Tree as of
December 31, 1997 and 1996 and for each of the three years ended December 31,
1997, are attached as Exhibit 99.2.
The unaudited consolidated financial statements of Green Tree as of
March 31, 1998 and for each of the three month periods ended March 31, 1998 and
1997, are attached as Exhibit 99.3.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) -- (b) Not applicable.
(c) Exhibits.
23 Consent of KPMG Peat Marwick LLP
99.1 Pro Forma Combined Financial Statements of Conseco, Inc. and
Subsidiaries
99.2 Audited Consolidated Financial Statements of Green Tree Financial
Corporation as of December 31, 1997 and 1996, and for each of
the three years ended December 31, 1997
99.3 Unaudited Consolidated Financial Statements of Green Tree
Financial Corporation as of March 31, 1998, and for each of the
three month periods ended March 31, 1998 and 1997
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: June 3, 1998 By: /s/ ROLLIN M. DICK
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Name: Rollin M. Dick
Title: Executive Vice President
and Chief Financial Officer