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 21, 1999
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 21, 1999, Conseco, Inc. ("Conseco") completed the public
offering of $450.0 million of 8.5 percent notes due October 15, 2002 (the "8.5%
Notes") and $550.0 million of 9.0 percent notes due October 15, 2006 (the "9.0%
Notes"). The 8.5% Notes were priced at 99.977 percent of par and the 9.0% Notes
were priced at 99.510 percent of par. Interest on both the 8.5% Notes and the
9.0% Notes is payable semi-annually on April 15 and October 15 of each year,
beginning on April 15, 2000. Both the 8.5% Notes and the 9.0% 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. Both the 8.5% Notes and 9.0% Notes are unsecured and rank equally
with all other unsecured senior indebtedness of Conseco.
Proceeds from the offering of approximately $991 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 October 18, 1999
4.1 8.5% Note due October 15, 2002 (one of several notes
with identical terms aggregating $450 million)
4.2 9% Note due October 15, 2006 (one of several notes with
identical terms aggregating $550 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: October 21, 1999
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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