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): March 17, 2008
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 2.02. Results of Operations and Financial Condition.
On March 17, 2008, the Company issued: (i) a press release announcing
preliminary financial results for the quarter and year ended December 31, 2007,
a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference; and (ii) additional preliminary financial information related to the
Company's financial and operating results for the quarter and year ended
December 31, 2007, a copy of which is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
The information contained under Item 2.02 in this Current Report on Form
8-K (including Exhibits 99.1 and 99.2) is being furnished and shall not be
deemed "filed" for the purposes of Section 18 of the Securities and Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that Section. The information contained in this Current Report on
Form 8-K shall not be incorporated by reference into any registration statement
or other document pursuant to the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
any such filing.
Item 7.01. Regulation FD Disclosure.
On March 17, 2008, the Company announced that it had declined a request
from Steel Partners II, L.P. to nominate two of its representatives to the
Company's board of directors and announced that the Company has been reviewing
strategic alternatives and has engaged Morgan Stanley as its strategic advisor.
A copy of the Company's press release is filed as Exhibit 99.3 to this Current
Report on Form 8-K.
Item 9.01(d). Financial Statements and Exhibits.
The following materials are furnished as exhibits to this Current Report on
Form 8-K:
99.1 Press release dated March 17, 2008 related to preliminary
financial results for the quarter and year ended December 31,
2007.
99.2 Fourth Quarter 2007 Preliminary Financial and Operating Results
for the period ended December 31, 2007.
99.3 Press release dated March 17, 2008.
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.
March 17, 2008
By: /s/ John R. Kline
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John R. Kline
Senior Vice President and
Chief Accounting Officer