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 24, 2004
CONSECO, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-31792 75-3108137
- ---------------------- ---------------- --------------
(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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On August 24, 2004, Conseco, Inc. (the "Company") announced that its board
of directors appointed William S. Kirsch, the Company's President and Chief
Executive Officer, to fill the board vacancy resulting from the recent
resignation of the Company's former President and Chief Executive Officer.
The board of directors also appointed Mr. Kirsch to serve on the executive
committee and investment committee. Mr. Kirsch's term will expire at the
Company's 2005 annual shareholders' meeting. A copy of the Company's press
release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On August 24, 2004, the Company amended and restated its bylaws to change
the description of the duties of the Chairman of the Board. The amended and
restated bylaws of the Company are filed as Exhibit 3.2 to this Current
Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On August 24, 2004, the Company announced that at its annual shareholder
meeting, its shareholders re-elected three directors to serve one-year
terms and ratified the appointment of PricewaterhouseCoopers LLP as the
Company's auditors for 2004. A copy of the Company's press release is filed
as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
3.2 Amended and Restated Bylaws of Conseco, Inc. dated as of
August 24, 2004.
99.1 Press release of Conseco, Inc. issued August 24, 2004.
SIGNATURES
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.
August 26, 2004
By: /s/ John R. Kline
------------------------
John R. Kline
Senior Vice President and
Chief Accounting Officer