UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
-----------
Date of Report (Date of earliest event reported): August 31, 1999
CONSECO, INC.
(Exact name of registrant as specified in its charter)
Indiana 1-9250 35-1468632
---------------- ----------- -------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
organization)
11825 North Pennsylvania Street
Carmel, Indiana 46032
-------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(317) 817-6100
--------------------
(Registrant's telephone number, including area code)
Not Applicable
-------------------------------
(Former name or former address,
if changed since last report.)
ITEM 5. OTHER EVENTS.
On August 31, 1999, Conseco, Inc. ("Conseco") completed the public
offering of 12 million of the 9.44% Trust Originated Preferred Securities SM
("TOPrS SM") of Conseco Financing Trust VII, a subsidiary trust of Conseco, at
$25 per security. Each TOPrS security will pay cumulative cash distributions at
the annual rate of 9.44 percent of the stated $25 liquidation amount per
security, payable quarterly commencing September 30, 1999. The TOPrS are fully
and unconditionally guaranteed by Conseco. Proceeds from the offering of
approximately $290 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.
2
ITEM 7(c). EXHIBITS.
1.1 Underwriting Agreement for Preferred Securities of Conseco
Financing Trust VII, dated August 26, 1999.
4.27.1 Sixth Supplemental Indenture, dated as of August 31, 1999,
between Conseco, Inc. and State Street Bank and Trust Company, as
Trustee.
4.27.2 9.44% Subordinated Deferrable Interest Debentures due 2029.
4.27.3 Amended and Restated Declaration of Trust of Conseco Financing
Trust VII, dated as of August 31, 1999, 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 VII.
4.27.4 Global Certificates for Preferred Securities of Conseco
Financing Trust VII.
4.27.5 Preferred Securities Guarantee Agreement, dated as of August 31,
1999, between Conseco, Inc. and State Street Bank and Trust Company.
5.1 Opinion of Richards, Layton & Finger, P.A.
8.1 Opinion of Leagre Chandler and Millard LLP 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 Leagre Chandler and Millard LLP (included in Exhibit 8.1).
3
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: August 31, 1999
By: /s/ ROLLIN M. DICK
----------------------------------
Name: Rollin M. Dick
Title: Executive Vice President
and Chief Financial Officer
4