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): May 3, 2006
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.
Attached as Exhibit 10.9 is an agreement entered into on May 3, 2006
between Conseco, Inc. (the "Company") and William S. Kirsch. Under the
agreement, Mr. Kirsch resigned, effective May 23, 2006 from his positions as
President and Chief Executive Officer and as a member of the Board of Directors
of the Company, but he will remain an employee of the Company until August 31,
2006. During the period from May 23 through August 31, 2006, Mr. Kirsch has
agreed to assist the Company with respect to transition issues. The Company has
agreed to provide Mr. Kirsch with: (i) a payment equal to his current annual
salary of $975,000; (ii) for a period not to exceed two years, continued
participation for Mr. Kirsch and his family in all medical, health and life
insurance plans at the same benefit level at which Mr. Kirsch and his family
were participating on August 31, 2006; and (iii) reimbursement of legal and
professional fees not to exceed $50,000 incurred in connection with the
agreement. Previously granted equity awards will continue to vest through August
31, 2006.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
As announced by the Company in a press release dated May 4, 2006, and filed
as Exhibit 99.1 to this Current Report on Form 8-K, Mr. Kirsch has resigned from
all officer and director positions with the Company and its subsidiaries,
effective May 23, 2006. The Company's Board of Directors has appointed James E.
Hohmann to be interim President and Chief Executive Officer. Mr. Hohmann, age
50, has been Executive Vice President and Chief Administrative Officer of the
Company since December 2004. Prior to joining the Company, Mr. Hohmann served as
President and Chief Executive Officer of XL Life and Annuity from 2001 until
2004. The terms of the current employment agreement between the Company and Mr.
Hohmann are described in the proxy statement for the Company's annual meeting of
shareholders to be held on May 23, 2006 and such description is incorporated
herein by reference. Mr. Hohmann's current annual salary is $475,000, and he
will receive additional compensation of $30,000 per month during the period he
serves as interim President and Chief Executive Officer.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.9 Agreement dated May 3, 2006 between the Company and William S.
Kirsch.
99.1 Press release of Conseco, Inc. issued May 4, 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.
May 4, 2006
By: /s/ John R. Kline
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John R. Kline
Senior Vice President and
Chief Accounting Officer