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): October 8, 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 October 8, 1998, Conseco, Inc. ("Conseco") announced the public
offering of 8 million of the 9% Trust Originated Preferred Securities SM ("TOPrS
SM") of Conseco Financing Trust VI, a subsidiary trust of Conseco, at $25 per
security. Each TOPrS security will pay cumulative cash distributions at the
annual rate of 9 percent of the stated $25 liquidation amount per security,
payable quarterly commencing December 31, 1998. The TOPrS are fully and
unconditionally guaranteed by Conseco.
The underwriters also exercised an over-allotment option to purchase an
additional 1,200,000 TOPrS at $25 per security. Proceeds from the offering of
approximately $222 million (after underwriting and other associated costs) will
be used to repay indebtedness.
SM - "Trust Originated Preferred Securities" and "TOPrs" are service marks
of Merrill Lynch & Co., Inc.
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ITEM 7(c). EXHIBITS.
1.1 Underwriting Agreement for Preferred Securities of Conseco Financing
Trust VI, dated October 8, 1998.
4.26.1 Fifth Supplemental Indenture, dated as of October 14, 1998, between
Conseco, Inc. and State Street Bank and Trust Company, as Trustee.
4.26.2 9% Subordinated Deferrable Interest Debentures due 2028.
4.26.3 Amended and Restated Declaration of Trust of Conseco Financing Trust
VI, dated as of October 14, 1998, among Conseco, Inc., as sponsor, the
Trustees named therein and the holders from time to time of undivided
beneficial interests in the assets of Conseco Financing Trust VI.
4.26.4 Global Certificates for Preferred Securities of Conseco Financing
Trust VI.
4.26.5 Preferred Securities Guarantee Agreement, dated as of Ocober 14, 1998,
between Conseco, Inc. and State Street Bank and Trust Company.
5.1 Opinion of Richards, Layton & Finger, P.A.
8.1 Opinion of Locke Reynolds Boyd & Weisell as to certain federal income
taxation matters.
23.1 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.1).
23.2 Consent of Locke Reynolds Boyd & Weisell (included in Exhibit 8.1).
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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: October 14, 1998
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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