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): July 27, 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.
On July 27, 2006, the Internal Revenue Service entered into a final closing
agreement with Conseco, Inc. (the "Company") relating to the previously
disclosed settlement which involved the characterization of the Company's net
operating loss pertaining to its investment in Conseco Finance Corp. ("CFC"). In
the closing agreement, it was agreed that $2.1 billion of the worthless
securities loss, which arose from our predecessor's investment in CFC, will be
treated as life insurance company losses and the balance of the worthless
securities loss will be treated as non-life losses. (Such amounts are prior to
the application of certain cancellation of indebtedness reductions.) Copies of
the closing agreement and the Company's press release are filed as Exhibits
10.21 and 99.1 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On August 1, 2006, the Company announced that it has reached a tentative
settlement in the class action litigation case referred to as In Re Conseco Life
Insurance Company Cost of Insurance Litigation. The settlement is subject to a
court fairness hearing and other conditions. The Company expects to record
additional expenses of approximately $100.3 million, after income taxes, related
to the settlement in the quarter ended June 30, 2006. 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
10.21 Closing Agreement on Final Determination Covering Specific
Matters
99.1 Press release of Conseco, Inc. issued August 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.
August 1, 2006
By: /s/ John R. Kline
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John R. Kline
Senior Vice President and
Chief Accounting Officer