FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CONSECO FINANCING TRUST V
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 35-6653357
------------------------ ------------------
(State of incorporation) (I.R.S. Employer
Identification No.)
11825 North Pennsylvania Street
Carmel, Indiana 46032
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-56611 and 333-27803.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
-------------------- -------------------------------
8.70% Trust Originated New York Stock Exchange, Inc.
Preferred Securities (and
the Guarantee by Conseco,
Inc. with respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The title of the class of securities to be registered
hereunder is 8.70 % Trust Originated Preferred Securities (the
"TOPrS"). The TOPrS are being issued by Conseco Financing
Trust V and guaranteed by Conseco, Inc. ("Conseco") to the
extent set forth in the Preferred Securities Guarantee
Agreement. A description of the TOPrS is set forth in the
Registration Statement on Form S-3 (File Nos. 333-56611 and
333-27803), filed with the Securities and Exchange Commission
(the "Commission") on June 11, 1998 as amended by
Pre-Effective Amendment No. 1 thereto filed on June 22, 1998
and declared effective by the Commission on June 22, 1998 and
by Post-Effective Amendment No. 1 thereto filed on August 4,
1998 and declared effective on August 6, 1998(as amended, the
"Registration Statement") under the captions "Description of
Debt Securities," "Description of Preferred Securities" and
"Description of the Trust Guarantees" and in the Prospectus
Supplement relating thereto dated August 19, 1998 filed with
the Commission on August 21, 1998 pursuant to Rule 424(b)(2)
under the Securities Act of 1933, as amended, under the
captions "Description of the Preferred Securities,"
"Description of the Subordinated Debentures," "Description of
the Trust Guarantee" and "Effect of Obligations Under the
Subordinated Debentures and the Trust Guarantee," which
description is hereby incorporated by reference herein. Any
form of prospectus or prospectus supplement that includes such
description that is subsequently filed by the registrant as
part of an amendment to the Registration Statement or
otherwise pursuant to Rule 424(b) under the Securities Act is
hereby incorporated by reference herein.
Item 2. Exhibits.
1. Certificate of Trust of Conseco Financing Trust V (incorporated
herein by reference to Exhibit 4.4 to the Registration Statement
on Form S-3 (file number 333-27803) (the "1997 Registration
Statement")).
2. Declaration of Trust of Conseco Financing Trust V (incorporated
herein by reference to Exhibit 4.5 to the 1997 Registration
Statement).
3. Amended and Restated Declaration of Trust of Conseco Financing
Trust V (incorporated by reference to Exhibit 4.25.3 to the Form
8-K of Conseco filed August 24, 1998 (the "Conseco 8-K")).
4. Form of Global Certificate for Preferred Security of Conseco
Financing Trust V (incorporated herein by reference to Exhibit
4.25.4 to the Conseco 8-K.
5. Subordinated Indenture dated as of November 14, 1996 between
Conseco, Inc. and Fleet National Bank, as Trustee (incorporated
herein by reference to the Form 8-K of Conseco dated November 19,
1996).
6. Fourth Supplemental Indenture to Subordinated Indenture between
Conseco, Inc. and State Street Bank and Trust Company (successor
to Fleet National Bank), as Trustee (incorporated herein by
reference to Exhibit 4.25.1 to the Conseco 8-K).
7. 8.70% Subordinated Deferrable Interest Debenture due 2028
(incorporated herein by reference to Exhibit 4.25.2 to the Conseco
8-K).
8. Preferred Securities Guarantee Agreement between State Street Bank
and Trust Company, as Trustee, and Conseco, Inc. (incorporated
herein by reference to Exhibit 4.25.5 to the Conseco 8-K).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
DATE: August 24, 1998 CONSECO FINANCING TRUST V
By: /s/ Stephen C. Hilbert
--------------------------
Stephen C. Hilbert, Trustee
