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): December 18, 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 December 18, 1998, Conseco, Inc. ("Conseco") completed the offering
of $150.0 million of 7.875 percent Notes (the "Notes") due December 15, 2000.
The Notes were priced at 99.893 percent of par. Interest on the Notes is payable
semi-annually on June 15 and December 15 of each year. The Notes are redeemable
in whole or in part at the option of Conseco at any time, at a redemption price
equal to the sum of (a) the greater of: (i) 100 percent of the principal amount;
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 in the Notes) plus 25 basis
points, plus (b) accrued and unpaid interest on the principal amount thereof to
the date of redemption. The Notes are unsecured and rank pari passu with all
other unsecured and unsubordinated obligations of Conseco.
Proceeds from the offering of approximately $149.0 million (after
original issue discount and other associated costs) will be used by Conseco for
the repayment of outstanding indebtedness.
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ITEM 7(c). EXHIBITS.
1.1 Underwriting Agreement dated December 15, 1998
4.27 7 7/8% Note due December 15, 2000
5.1 Opinion of John J. Sabl
12.1 Computation of Ratios of Earnings to Fixed Charges,
Preferred Dividends and Distributions on Company-Obligated
Mandatorily Redeemable Preferred Securities of Subsidiary
Trusts
23.1 Opinion 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: December 18, 1998
By: /s/ JAMES S. ADAMS
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Name: James S. Adams
Title: Senior Vice President, Chief
Accounting Officer and
Treasurer
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