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 30, 2009
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 March 30, 2009, Conseco, Inc. (the "Company") entered into Amendment No. 2 to
the Second Amended and Restated Credit Agreement with the lenders signatory
thereto and Bank of America, N.A., as administrative agent. The changes made by
Amendment No. 2 include, without limitation, the following:
o An increase in the debt to capital ratio through June 30, 2010 to 32.5%,
returning to 30% thereafter;
o A decrease in the interest coverage ratio to 1.5x through June 30, 2010,
returning to 2.0x thereafter;
o A decrease in the minimum risk based capital ratio to 200% through June 30,
2010, returning to 250% thereafter;
o A decrease in the minimum level of statutory capital to $1.1 billion
through June 30, 2010, returning to $1.27 billion thereafter; and
o An increase in the annual interest rate payable by the Company to either
LIBOR plus 4.00%, with a LIBOR floor of 2.50%, or a base rate plus 3.00%,
with a base rate floor of 3.50%, plus in either case an additional 1% that
will be added to the principal balance of the facility and will be payable
at the facility's maturity date.
As a result of the amendment, the Company's current interest rate on the $911.8
million outstanding under the credit facility increased from approximately 2.6%
to 7.5%. The amendment also places additional restrictions on the Company's
ability to incur certain additional indebtedness, among other restrictions. The
amendment made no changes to the amount borrowed under the credit facility, to
the principal repayment schedule or to the collateral pledged as security for
the facility.
Amendment No. 2 is attached hereto as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Amendment No. 2 to the Second Amended and Restated Credit
Agreement.
99.1 Press release of Conseco, Inc. dated March 31, 2009.
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 31, 2009
By: /s/ John R. Kline
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John R. Kline
Senior Vice President and
Chief Accounting Officer