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): June 12, 2007
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 June 12, 2007, Conseco, Inc. (the "Company") closed its previously
announced amendment of its senior secured credit facility. A copy of the
Company's press release is filed as Exhibit 99.1 to this Current Report on Form
8-K.
The amendment of the senior credit facility provides for, among other
things:
o an increase in the principal amount of the facility from approximately
$672 million to $872 million;
o an increase in the general basket for restricted payments to $200
million for the fiscal year commencing June 12, 2007 and $300 million
thereafter (in each case less any amount thereof paid in any prior
fiscal year but following June 12, 2007); and
o the Company to be able to request the addition of up to two new
facilities or up to two increases in the credit facility of up to $330
million (but with the commitment increases made between June 12, 2007
and June 12, 2008 limited to $130 million), subject to compliance with
certain financial covenants and other conditions.
No changes were made to the interest rate or the maturity schedule of the
amounts borrowed under the Credit Facility. The foregoing description of the
amendment to the senior credit facility does not purport to be complete and is
qualified in its entirety by reference to Amendment No. 1 dated June 12, 2007 to
the Second Amended and Restated Credit Agreement among Conseco, Inc., Bank of
America, N.A., as Agent, JP Morgan Chase Bank, N.A., as Syndication Agent, and
other parties, which is attached hereto as Exhibit 10.1. For additional
information regarding the Company's credit facility, reference is made to
footnote 7 to the Company's audited financial statements included in its Annual
Report on Form 10-K for the year ended December 31, 2006.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Amendment No. 1 to the Second Amended and Restated Credit Agreement
dated as of June 12, 2007 among Conseco, Inc., Bank of America,
N.A., as Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, and
other parties.
99.1 Press release of Conseco, Inc.
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.
June 15, 2007
By: /s/ John R. Kline
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John R. Kline
Senior Vice President and
Chief Accounting Officer