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): November 23, 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 November 23, 2005, Conseco, Inc. ("Conseco") awarded 75,000 performance
units to William S. Kirsch, Conseco's President and Chief Executive Officer,
under Conseco's 2003 Amended and Restated Long-Term Incentive Plan (the "2003
Plan"). Each performance unit represents the right to receive one share of
Conseco's common stock, par value $0.01 per share ("Common Stock"), plus
"dividend equivalents" thereon subject to satisfaction of the vesting criteria
described below.
The award to Mr. Kirsch contains performance goals based on Conseco's
operating return on equity for the years 2006 - 2008. For purposes of the award,
Conseco's operating return on equity is calculated by dividing operating
earnings by average shareholders' equity, excluding accumulated other
comprehensive income or loss. Operating earnings is defined for purposes of the
award as consolidated net income before preferred stock dividends less (i) net
realized gains (losses) (net of the related amortization of the value of
policies inforce at the effective date of the bankruptcy reorganization of
Conseco's predecessor and the cost of policies produced and taxes) and (ii) the
cumulative effect of change in accounting principles. If the performance goals
are achieved, the payout of the award will be made following 2007 and/or 2008,
subject to accelerated vesting under certain circumstances in the event of a
termination of Mr. Kirsch's employment by Conseco without "Just Cause" or by him
for "Good Reason" (as such terms are defined in Mr. Kirsch's employment
agreement), or in conjunction with a change in control. If Mr. Kirsch satisfies
the minimum performance threshold, he will be entitled to 50% of the award, with
the opportunity to vest in 100% of the award if the highest performance goal is
achieved or exceeded.
On November 23, 2005, Mr. Kirsch was also awarded non-qualified options to
purchase 75,000 shares of Common Stock pursuant to the 2003 Plan at an exercise
price of $21.10 per share. The options vest in four equal annual installments
commencing on May 1, 2006.
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.
November 25, 2005
By: /s/ John R. Kline
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John R. Kline
Senior Vice President and
Chief Accounting Officer