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): September 2, 2005
CONSECO, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-31792 75-3108137
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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)
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 1.01. Entry Into a Material Definitive Agreement.
On September 2, 2005, in recognition of his strong performance during the
past year, Conseco, Inc. (the "Company") entered into an Amended and Restated
Employment Agreement (the "Agreement") with its President and Chief Executive
Officer, William S. Kirsch, replacing the interim agreement that had been signed
when Mr. Kirsch was appointed as President and Chief Executive Officer in August
2004. The principal changes to the Agreement with Mr. Kirsch are: (1) his annual
salary increased from $800,000 to $975,000, effective May 1, 2005; (2) his
target bonus increased from 100 percent of his base salary to no less than 125
percent of his base salary, with a maximum bonus of 250 percent of his base
salary; and (3) the term of the Agreement expires on December 31, 2009
(previously August 12, 2009).
The foregoing description is qualified in its entirety by reference to the
Amended and Restated Employment Agreement dated September 2, 2005 between the
Company and William S. Kirsch, which is attached as Exhibit 10.9 to this Form
8-K.
The Company and its Executive Chairman, R. Glenn Hilliard, have agreed that
Mr. Hilliard will return to the position of Non-Executive Chairman of the Board
of Directors effective September 10, 2005, as provided in the Agreement between
the Company and Mr. Hilliard dated August 20, 2004. For serving as Non-Executive
Chairman, Mr. Hilliard will receive an annual fee equal to 150 percent of the
base fees (currently $140,000) paid to the non-employee directors of the
Company. One-half of Mr. Hilliard's fee for serving as Non-Executive Chairman
will be paid in cash and one-half will be in stock or stock-based compensation.
Attached as Exhibit 99.1 is a press release issued by the Company announcing
that Mr. Hilliard will return to the position of Non-Executive Chairman of the
Board of Directors.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.9 Amended and Restated Employment Agreement dated as of
September 2, 2005, between Conseco, Inc. and William S. Kirsch.
99.1 Press release of Conseco, Inc. issued September 8, 2005.
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.
September 8, 2005
By: /s/ John R. Kline
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John R. Kline
Senior Vice President and
Chief Accounting Officer