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): December 20, 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.
See disclosure under Item 2.03 of this Current Report, which is
incorporated by reference in this Item 1.01.
Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On December 20, 2005, Conseco, Inc. ("Conseco") entered into Amendment No.
1 (the "Amendment") to its Amended and Restated Credit Agreement dated August
15, 2005 (the "Credit Agreement"). Under the Amendment, Conseco borrowed an
additional $80 million of incremental term loans and is obligated to repay 0.25%
of the additional term loans at the end of each calendar quarter, beginning
March 31, 2006. The remaining outstanding principal balance of the additional
term loans is due on the earlier of: (i) June 22, 2010; or (ii) the date that is
91 days prior to the first scheduled put or call right under the Permitted
Convertible Indebtedness (as such term is defined under the Credit Agreement).
The foregoing description of the Amendment does not purport to be complete
and is qualified in its entirety by reference to Amendment No. 1 dated as of
December 20, 2005, which is attached hereto as Exhibit 10.1.1.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
10.1.1 Amendment No. 1 to the Amended and Restated Credit Agreement.
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.
December 20, 2005
By: /s/ John R. Kline
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John R. Kline
Senior Vice President and
Chief Accounting Officer