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): October 6, 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 October 6, 2006, 40|86 Advisors, Inc., a wholly owned subsidiary of Conseco,
Inc. (the "Company"), entered into an Amended and Restated Employment Agreement
with Eric R. Johnson, Executive Vice President, Investments of the Company and
President of 40|86 Advisors, Inc. The amended agreement extends the term of his
employment agreement until September 10, 2007. There were no changes made to the
salary for Mr. Johnson or any other components of his current compensation. In
order to conform the provisions of Mr. Johnson's agreement to those of other
Company executives, changes were made to the provisions for payments to Mr.
Johnson if his employment is terminated without "Just Cause" or "With Reason" or
in connection with a "Change in Control" (in each case as defined in the amended
agreement). The amendment is being filed as Exhibit 10.12 to this Current Report
on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On October 12, 2006, the Company issued a press release to announce that it has
declared a dividend on the outstanding shares of Class B 5.50% Mandatorily
Convertible Preferred Stock. 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
10.12 Amended and Restated Employment Agreement dated as of October 6,
2006 between 40|86 Advisors, Inc. and Eric R. Johnson.
99.1 Press release of Conseco, Inc. issued October 12, 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.
October 12, 2006
By: /s/ John R. Kline
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John R. Kline
Senior Vice President and
Chief Accounting Officer