As filed with the Securities and Exchange Commission on May 5, 2000
Registration Nos. 811-08791/333-53683
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. [4]
and/or
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 8 [X]
(Check appropriate box or boxes)
CONSECO STOCKCAR STOCKS MUTUAL FUND, INC.
(Exact Name of Registrant as Specified in Charter)
256 Raceway Drive, Suite 11, Mooresville, North Carolina 28117
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code (202) 778-9079
Donald Smith, Esq.
Kirkpatrick & Lockhart
1800 Massachusetts Avenue, N.W., Washington, D.C. 20036-1800
William P. Kovacs, Esq.
Conseco Capital Management, Inc.
11815 N. Pennsylvania Street, Carmel, Indiana 46032
(Name and Address of Agent for Service)
Approximate date of proposed public Offering: As soon as practicable following
the effective date of this Registration Statement.
It is proposed that this filing will become effective (check appropriate space):
______ immediately upon filing pursuant to Rule 485 (b)
X on May 12, 2000 pursuant to Rule 485 (b)
______ 60 days after filing pursuant to Rule 485 (a)(1)
______ on [date] pursuant to Rule 485 (a)(1)
______ 75 days after filing pursuant to Rule 485 (a)(2)
______ on [date] pursuant to Rule 485 (a)(2)
<PAGE>
CONSECO STOCKCAR STOCKS MUTUAL FUND, INC.
Contents of Registration Statement
This Registration Statement consists of the following papers and documents:
* Cover Sheet
Contents of Registration Statement:
* Part A - Prospectus -
Incorporated by reference to Post-Effective Amendment No. 7 to
the Registration Statement on Form N-1A (File No. 333-53683)
filed on March 6, 2000.
* Part B- Statement of Additional Information -
Incorporated by reference to Post-Effective Amendment No. 7 to
the Registration Statement on Form N-1A (File No. 333-53683)
filed on March 6, 2000.
* Part C- Other Information
Signature Pages
Exhibits
<PAGE>
CONSECO STOCKCAR STOCKS MUTUAL FUND, INC.
REGISTRATION STATEMENT ON FORM N-1A
PART C
OTHER INFORMATION
Item 23. Exhibits.
(a) Articles of Incorporation:
-- Articles of Incorporation, incorporated herein by
reference to Exhibit No. 1 to Pre-Effective Amendment
No. 2 to the Registration Statement on Form N-1
(File No. 333-53683) filed on September 2, 1998;
Amended and Restated Articles of Incorporation to be
filed.
(b) Bylaws
-- By-Laws, incorporated herein by reference to Exhibit No. 2
to Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-1 (File No. 333-53683) filed on
September 2, 1998; Amended and Restated By-Laws to be
filed.
(c) Instruments Defining Rights of Security Holders
-- Not Applicable.
(d) Investment Advisory Contracts
-- Investment Advisory Agreements, incorporated by reference
to Exhibit No. 5 to the Pre-Effective Amendment No. 2 to
the Registration Statement on Form N-1A (File No.
333-53683) filed on September 2, 1998.
-- Investment Advisory Agreements between Conseco Capital
Management, Inc. and Conseco StockCar Stocks Mutual Fund,
Inc. to be filed.
(e) Underwriting Contracts
-- Underwriting Contracts, incorporated by reference to
Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-1A (File No. 333-53683) filed on
September 2, 1998
-- Principal Underwriting Agreement between Conseco Equity
Sales, Inc. and Conseco StockCar Stocks Mutual Fund, Inc.
to be filed.
(f) Bonus or Profit Sharing Contracts
-- Not Applicable.
<PAGE>
(g) Custodian Agreements
-- Custodian Agreement, incorporated by reference to
Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-1A (File No. 333-53683) filed on
September 2, 1998.
(h) Other Material Contracts
-- Operating Services Agreement, incorporated by reference to
Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-1A (File No. 333-53683) filed on
September 2, 1998.
-- Investment Services Agreement, incorporated by reference
to Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-1A (File No. 333-53683) filed on
September 2, 1998.
-- Administration Agreement between Conseco StockCar Stocks
Mutual Fund, Inc. and Conseco Services, LLC to be filed.
(i) Legal Opinion
-- Consent and Opinion of Counsel: To be filed.
(j) Consent of Independent Accountants
-- To be filed.
(k) Omitted Financial Statements
-- Not Applicable.
(l) Letter of Intent
-- Not Applicable.
(m) Rule 12b-1 Plan
-- Rule 12b-1 Plan , incorporated by reference to
Post-Effective Amendment No. 1 to the Registration
Statement on Form N-1A (File No. 333-53683) filed on
June 9, 1999.
-- Rule 12b-1 Plan to be filed.
(n) Financial Data Schedule.
-- None
(o) Rule 18f-3 Plan
-- To be filed.
<PAGE>
Item 24. Persons Controlled by or under Common Control with Registrant
The following information concerns the principal companies that may be
deemed to be controlled by or under common control with Registrant (all 100%
owned unless indicated otherwise):
CONSECO, INC. (Indiana) - (publicly traded)
Conseco Capital Management, Inc. (Delaware)
Marketing Distribution Systems Consulting Group, Inc. (Delaware)
MDS of New Jersey, Inc. (New Jersey)
Conseco Equity Sales, Inc. (Texas)
Conseco Risk Management, Inc. (Indiana)
Conseco Mortgage Capital, Inc. (Delaware)
Conseco Group Risk Management Company (Mississippi)
Conseco Finance (Delaware)
CIHC, Incorporated (Delaware)
Conseco Services, LLC (Indiana)
Conseco Marketing, LLC (Indiana)
Conseco Securities, Inc. (Delaware)
Bankers National Life Insurance Company (Texas)
National Fidelity Life Insurance Company
(Missouri)
Bankers Life Insurance Company of Illinois
(Illinois)
Bankers Life & Casualty Company (Illinois)
Certified Life Insurance Company (Illinois)
Jefferson National Life Insurance Company of Texas (Texas)
Conseco Direct Life Insurance Company (Pennsylvania)
Conseco Annuity Assurance Company (Illinois)
Vulcan Life Insurance Company (Indiana)
Conseco Senior Health Insurance Company (Pennsylvania)
Continental Life Insurance Company (Texas)
United General Life Insurance Company (Texas)
Conseco Life Insurance Company of New York
(New York)
<PAGE>
Conseco Variable Insurance Company (Texas)
Providential Life Insurance Company (Arkansas)
Washington National Corporation (Delaware)
Washington National Insurance Company (Illinois)
United Presidential Corporation (Indiana)
United Presidential Life Insurance Company
(Indiana)
Wabash Life Insurance Company (Kentucky)
Conseco Life Insurance Company (Indiana)
Lincoln American Life Insurance Company (Tennessee)
Pioneer Financial Services, Inc. (Delaware)
Geneva International Insurance Company, Inc.
(Turks and Caicos Islands)
Pioneer Life Insurance Company (Illinois)
Health and Life Insurance Company of America (Illinois)
Manhattan National Life Insurance Company (Illinois)
Conseco Medical Insurance Company (Illinois)
Capital American Financial Corporation (Ohio)
Conseco Health Insurance Company (Arizona)
Frontier National Life Insurance Company (Ohio)
Consumer Acceptance Corporation (Indiana)
General Acceptance Corporation (Indiana)
NAL Financial Group, Inc. (Delaware)
Conseco Series Trust (Massachusetts)*
Conseco Fund Group (Massachusetts) (publicly held)**
Conseco Strategic Income Fund (Massachusetts) (publicly held)***
* The shares of Conseco Series Trust currently are sold to insurance separate
accounts, both affiliated and unaffiliated.
** The shares of the Conseco Fund Group are sold to the public; Conseco
affiliates currently hold in excess of 35% of its shares.
*** The shares of the Conseco Strategic Income Fund, a closed-end management
investment company, are traded on the New York Stock Exchange.
<PAGE>
Item 25. Indemnification
Section 2-418 of the General Corporation Law of Maryland authorizes the
registrant to indemnify its directors and officers under specified
circumstances. Section 7 of Article VII of the bylaws of the registrant (exhibit
2 to the registration statement, which is incorporated herein by reference)
provides in effect that the registrant shall provide certain indemnification to
its directors and officers. In accordance with section 17(h) of the Investment
Company Act, this provision of the bylaws shall not protect any person against
any liability to the registrant or its shareholders to which he or she would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.
Item 26. Business and Other Connections of Investment Adviser.
Conseco Capital Management, Inc. (the "Adviser") is an Indiana
corporation which offers investment advisory services. The Adviser is a
wholly-owned subsidiary of Conseco, Inc., also an Indiana corporation, a
publicly owned financial services company. Both the Adviser's and Conseco,
Inc.'s offices are located at 11825 N. Pennsylvania Street, Carmel, Indiana
46032.
The principal officers and directors of Conseco Capital Management, Inc.
are as follows:
Maxwell E. Bublitz, CEO, President and Director; Senior Vice President
of Conseco, Inc.; President and Trustee of Conseco Fund Group; President and
Trustee of Conseco Strategic Income Fund; President and Trustee of Conseco
Series Trust.
Gregory J. Hahn, Senior Vice President, Portfolio Analytics; Trustee of
Conseco Fund Group; Trustee of Conseco Strategic Income Fund.
Thomas A. Meyers, Senior Vice President, Director of Marketing
Thomas J. Pence, Senior Vice President
<PAGE>
William P. Kovacs, Senior Counsel and Secretary; Chief Compliance
Officer and Director; Vice President and Secretary of Conseco Fund Group; Vice
President and Secretary of Conseco Strategic Income Fund; Vice President and
Secretary of Conseco Series Trust; Vice President and Secretary Conseco Equity
Sales, Inc.; Vice President and Secretary of Conseco Securities, Inc.
Information as to the officers and directors of the Adviser is included
in its current Form ADV filed with the SEC and is incorporated by reference
herein.
Item 27. Principal Underwriter
Conseco Equity Sales, Inc. will serve as the Registrant's Principal
Underwriter.
The following information is furnished with respect to the officers and
directors of Conseco Equity Sales, Inc. The principal business address of each
person listed is 11815 N. Pennsylvania Street, Carmel, Indiana 46032.
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address with Principal Underwriter with Registrant
---------------- -------------------------- ---------------
<S> <C> <C>
L. Gregory Gloeckner President None
William P. Kovacs Vice President, Senior Counsel, Vice President and Secretary
Secretary, and Director
James S. Adams Senior Vice President, Treasurer, Treasurer, Principal Financial
and Director and Accounting Officer
William T. Devanney, Jr. Senior Vice President, Corporate Vice President, Corporate Taxes
Taxes
</TABLE>
Item 28. Location of Accounts and Records
The accounts, books, or other documents required to be maintained by the
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the rules promulgated thereunder are in the possession of the Adviser, Conseco
Capital Management, Inc., or the Custodian, Declaration Services Company, 555
North Lane, Suite 6160, Conshohocken, Pennsylvania.
Item 29. Management Services
Declaration Services Company, 555 North Lane, Suite 6160, Conshohocken,
Pennsylvania.
Item 30. Undertakings
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, Conseco StockCar Stocks Mutual
Fund, Inc., certifies that it meets all of the requirements for effectiveness of
this Post-Effective Amendment No. 8 to the Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment No. 4 to be signed on its behalf by the undersigned,
thereto duly authorized, in the city of Carmel, of the State of Indiana, on the
5th day of May, 2000.
CONSECO STOCKCAR STOCKS MUTUAL FUND, INC.
By: /s/ Maxwell E. Bublitz
-----------------------------
Maxwell E. Bublitz
President (Principal Executive Officer)
and Trustee
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 8 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/S/ MAXWELL E. BUBLITZ* May 5, 2000
- ------------------------------ President
Maxwell E. Bublitz (Principal Executive Officer) and Trustee
/S/ WILLIAM P. DAVES, JR.* May 5, 2000
- ------------------------------ Chairman of the Board and
William P. Daves, Jr. Trustee
/S/ HAROLD W. HARTLEY* Trustee May 5, 2000
- ------------------------------
Harold W. Hartley
/S/ DR. R. JAN LECROY* Trustee May 5, 2000
- ------------------------------
Dr. R. Jan LeCroy
/S/ Dr. JESSE H. PARRISH* Trustee May 5, 2000
- ------------------------------
Dr. Jesse H. Parrish
/S/ JAMES S. ADAMS Treasurer May 5, 2000
- ------------------------------
James S. Adams
/S/ DAVID N. WALTHALL* Trustee May 5, 2000
- ------------------------------
David N. Walthall
* /S/ William P. Kovacs
- ------------------------
William P. Kovacs
Attorney-in-fact
</TABLE>
<PAGE>
Exhibit
Number Exhibit
- ------ -------
(a) Amended and Restated Articles of Incorporation - to be filed
(b) Amended and Restated By-Laws - to be filed
(d) Investment Advisory Agreement - to be filed
(e) Principal Underwriting Agreement - to be filed
(h) Administration Agreement - to be filed
(i) Consent and Opinion of Counsel - to be filed
(j) Consent of Independent Accountants - to be filed
(m) Rule 12b-1 Plan - to be filed
(o) Rule 18f-3 Plan - to be filed
