<PAGE>
<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED December 31, 1993 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
Commission file number: 0-11164
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
CONSECOSAVE PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive offices:
Conseco, Inc.
11825 North Pennsylvania Street
Carmel, Indiana 46032
<PAGE>
<PAGE> 2
CONSECOSSAVE PLAN
INDEX
a) Financial Statements
Report of Independent Accountants 3
Statement of Net Assets Available for Plan Benefits -
December 31, 1993 and 1992 4
Statement of Changes in Net Assets Available for Plan Benefits
For the Years ended December 31, 1993 and 1992 5
Notes to Financial Statements 6
Schedule of Reportable Transactions 11
b) Exhibit
23 Consent of Independent Accountants
<PAGE>
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Trustees
ConsecoSave Plan
Carmel, Indiana
We have audited the accompanying statement of net assets available
for plan benefits of the ConsecoSave Plan (the "Plan") as of
December 31, 1993 and 1992, and the related statement of changes in
net assets available for plan benefits for the years then ended.
These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Plan as of December 31, 1993 and 1992, and the
changes in net assets available for plan benefits for the years
then ended, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedule of reportable transactions for the year ended December 31,
1993, is presented for the purpose of additional analysis and is
not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The supplemental
schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion,
is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
Indianapolis, Indiana Coopers & Lybrand
June 28, 1994
<PAGE>
<PAGE> 4
CONSECOSAVE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1993 and 1992
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Assets:
Investments:
Investments in ConsecoSave Trust portfolios at market value:
Corporate Bond Portfolio (cost $3,025,335) $3,041,766 $ -
Interest Income Portfolio (cost $1,416,055) 1,416,055 -
Equity Portfolio (cost $440,349) 450,900 -
Money Market Portfolio (cost $218,834) 218,834 -
Government Securities Portfolio (cost $100,937) 100,634 -
Conseco Stock Portfolio (cost $1,832,586) 3,829,173 -
CCP Stock Portfolio (cost $109,075) 134,465 -
---------- ----------
Subtotal 9,191,827 -
---------- ----------
Common stocks at market value (cost $962,921) - 2,367,870
Corporate bonds at market value (cost $1,906,075) - 1,873,415
Short term investments at cost - 924,000
Guaranteed interest contract at accumulated contract value - 867,822
---------- ----------
Total investments 9,191,827 6,033,107
---------- ----------
Cash and cash equivalents - (203)
Employer contribution receivable 310,760 371,574
Accrued investment income - 31,637
---------- ----------
Total assets 9,502,587 6,436,115
Liabilities:
Custodial fees payable - 506
---------- ----------
Net assets available for plan benefits $9,502,587 $6,435,609
========== ==========
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE> 5
CONSECOSAVE PLAN
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the Years Ended December 31, 1993 and 1992
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Additions:
Employee contributions $2,260,288 $1,265,891
Employer contributions 310,760 1,105,944
Interest and dividends 329,104 212,329
Net appreciation in market value of plan investments 1,019,124 1,389,911
---------- ----------
Total additions 3,919,276 3,974,075
---------- ----------
Deductions:
Benefits paid 848,336 244,079
Custodial fees 3,962 8,443
---------- ----------
Total deductions 852,298 252,522
---------- ----------
Net increase in net assets available for plan benefits 3,066,978 3,721,553
Net assets available for plan benefits,
beginning of year 6,435,609 2,714,056
---------- ----------
Net assets available for plan benefits,
end of year $9,502,587 $6,435,609
========== ==========
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE> 6
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
The financial statements of the ConsecoSave Plan (the "Plan") have been
prepared in accordance with generally accepted accounting principles.
Investments
The Plan provides the following seven investment options for voluntary
employee contributions: Corporate Bond Portfolio, Interest Income
Portfolio, Equity Portfolio, Money Market Portfolio, Government
Securities Portfolio, Conseco Stock Portfolio, and CCP Stock Portfolio.
Employer contributions are invested solely in the common stock of
Conseco. The Plan's investments are maintained either in a separate
account of Bankers National Life Insurance Company ("BNL"), a
wholly-owned subsidiary of the Plan sponsor, Conseco, Inc. ("Conseco")
or are held by the Trustees of the Plan (in the case of affiliated stock
portfolios).
Investments in each portfolio are valued on the last business day of the
New York Stock Exchange each month, with the exception of regional
business holidays. The cost of investments sold is determined on the
specific identification basis. Investment transactions are accounted for
on the settlement date.
The Corporate Bond Portfolio invests in investment-grade and high-yield
corporate bonds. Securities for which representative market quotes are
readily available are valued at the mid-day mean between the bid and ask
prices as quoted by one or more dealers who make a market in such
securities. For securities not actively traded, the estimated fair
values are determined using values obtained from independent pricing
services.
The Interest Income Portfolio invests in six guaranteed interest
contracts issued by affiliated life insurance companies. These contracts
are carried at their accumulated contract values, which are cost adjusted
for interest credited (at a blended rate of 6.81 percent and at 7.25
percent at December 31, 1993 and 1992, respectively). The contracts by
affiliated company and interest rate are as follows:
<TABLE>
<S> <C>
Bankers National Life Insurance Company 6.90%
Beneficial Standard Life Insurance Company 7.05%
Great American Reserve Insurance Company 6.90%
Jefferson National Life Insurance Company 6.90%
Western National Life Insurance Company 7.25%
Western National Life Insurance Company 7.05%
</TABLE>
The Equity Portfolio invests in selected equity securities and other
securities having the investment characteristics of common stocks. The
equity portion of the portfolio is widely diversified by both industry
and number of issuers. Investment opportunities are sought among
securities of larger, established companies, although securities of
smaller, less well known companies may also be selected. Equity
securities traded on a national securities exchange are valued at their
closing market prices. Fixed income securities for which representative
market quotes are readily available are valued at the mid-day mean
between the bid and ask prices as quoted by one or more dealers who make
a market in such securities. For fixed income securities not actively
traded, the estimated fair values are determined using values obtained
from independent pricing services.<PAGE>
<PAGE> 7
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. Summary of Significant Accounting Policies - continued
The Money Market Portfolio invests in money market instruments maturing
within one year, with an average maturity of 120 days or less. Such
investments are carried at amortized cost which approximates market
value.
The Government Securities Portfolio invests in securities issued by the
U.S. Government or an agency or instrumentality of the U.S. Government,
including mortgage-backed securities. The U.S. Government securities
which may be purchased include direct obligations issued by the U. S.
Treasury, such as Treasury Bills, certificates of indebtedness, notes and
bonds. Securities for which representative market quotes are readily
available are valued at the mid-day mean between the bid and ask prices
as quoted by one or more dealers who make a market in such securities.
For securities not actively traded, the estimated fair values are
determined using values obtained from independent pricing services.
Short term investments are carried at amortized cost which approximates
market value.
The Conseco Stock Portfolio invests in the common stock of Conseco only.
The return is based on changes in the market value of Conseco common
stock and dividends received, which are reinvested in Conseco common
stock. The Conseco common stock is valued at its closing market price.
The CCP Stock Portfolio invests in the common stock of CCP Insurance,
Inc. ("CCP") only. The return is based on changes in the market value
of CCP common stock and dividends received, which are reinvested in CCP
common stock. The CCP common stock is valued at its closing market
price.
The net appreciation in the market value of plan investments consists of
net realized gains and losses and the net change in unrealized
appreciation on those investments.
Administrative Expenses
Operating expenses and maintenance fees incurred during the years ended
December 31, 1993 and 1992, except for investment custodial fees, were
paid by BNL on behalf of the Plan. Future payment of such expenses by
BNL is at Conseco's discretion.
Income Taxes
Under Sections 401(a) and 501(a), respectively, of the Internal Revenue
Code, the Plan is qualified and the ConsecoSave Trust, a collective
trust, established under the Plan is tax-exempt.
<PAGE>
<PAGE> 8
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. Plan Description
The Plan is a defined contribution plan pursuant to Section 401(k) of the
Internal Revenue Code. It is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"). Established April 1,
1989, and amended and restated on January 1, 1993, the Plan includes all
employees of Conseco and its subsidiaries (other than employees of
Bankers Life Holding Corporation) who have completed six consecutive
months of service. Participation is voluntary and may begin on the first
day of any calendar quarter.
Employee contributions to the Plan are made through periodic payroll
deductions in increments of 1.0 percent of the participant's annual
earnings, not to exceed the lesser of 15.0 percent of the participant's
annual earnings or the maximum amount specified by federal tax law
($8,994 and $8,728 for 1993 and 1992, respectively, for pre-tax
contributions). Participants designate the portfolios to which their
contributions are made. Payroll deductions may be made on a pre-tax and
after-tax basis. Participants must contribute at least 4.0 percent
pre-tax in order to make concurrent after-tax contributions. Prior to
1993, participants could contribute up to 6.0 percent of annual earnings
on a pre-tax basis only.
Conseco matches 50.0 percent of each participant's contribution up to a
maximum of 4.0 percent of the participant's annual earnings. Additional
amounts may be contributed by Conseco at the option of Conseco's Board
of Directors. In February 1992, in honor of Conseco's tenth anniversary,
Conseco contributed ten shares of Conseco stock to the Plan for each
employee of Conseco whether participating in the Plan or not.
Participant accounts were established for all nonparticipating employees
to hold these ten shares. All Conseco contributions are made to the
Conseco Stock Portfolio, which invests solely in Conseco common stock.
Such contributions are made no later than the due date for filing
Conseco's federal income tax return, including extensions.
Participants are immediately vested in their voluntary contributions plus
actual earnings thereon. Participants are fully vested in Conseco's
contributions after five years of service. The non-vested interests of
withdrawn participants (forfeitures) are used to reduce Conseco's future
contributions.
All benefits under the Plan are paid in cash in a lump sum, whole shares
of Conseco or CCP common stock, or a combination of both. A participant
may make withdrawals after age 59 1/2, and under certain circumstances,
early hardship withdrawals and after-tax withdrawals. Portfolio transfers
are allowed quarterly in 5 percent increments.
Effective January 1, 1993, loan provisions were added to the plan whereby
participants may obtain temporary tax-free loans from the vested portion
of their accounts, excluding employer contributions in Conseco stock,
without any tax penalty. Repayment of both principal and interest is
made to the participant's account via payroll deduction. Loans may be
obtained for up to 50.0 percent of the vested balance to a maximum of
$50,000. Only one loan may be outstanding at a time.
<PAGE>
<PAGE> 9
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. Plan Description - continued
The Plan is administered by the Plan Administrator, who is appointed by
Conseco's Board of Directors and who establishes rules and procedures
necessary for the Plan's operations. Although it has not expressed any
intent to do so, Conseco has the right to terminate the Plan. In the
event the Plan is terminated, each participant's account shall be
nonforfeitable with respect to both the participant's and employer's
contributions and the net assets shall be set aside for payment to the
participants.
The foregoing description of the Plan provides only limited information.
Participants should refer to the Summary Plan Description for a more
complete description of the Plan's provisions.
<PAGE>
<PAGE> 10
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. Allocation of Changes in Net Assets Available for Plan Benefits:
The allocation of the activity shown in the Statement of Changes in Net
Assets Available for Plan Benefits for the year ended December 31, 1993,
to each fund, was as follows:
<TABLE>
<CAPTION>
Corporate Interest Money Government Conseco CCP
Bond Income Equity Market Securities Stock Stock
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Total
--------- --------- --------- --------- --------- --------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 951,916 $ 517,217 $276,020 $ 55,646 $ 59,610 $ 300,601 $ 99,278 $2,260,288
Employer contributions - - - - - 310,760 - 310,760
Interest and dividends 227,404 64,864 3,140 8,714 2,167 22,324 491 329,104
Net appreciation in market
value of plan investments 272,136 - 6,899 - 1,267 713,432 25,390 1,019,124
---------- ---------- -------- -------- -------- ---------- -------- ----------
Total additions 1,451,456 582,081 286,059 64,360 63,044 1,347,117 125,159 3,919,276
---------- ---------- -------- -------- -------- ---------- -------- ----------
Deductions:
Benefits paid 312,360 267,061 (2,219) 21,308 (5,334) 230,973 24,187 848,336
Custodial fees 3,406 7 84 177 27 151 110 3,962
---------- ---------- -------- -------- -------- ---------- -------- ----------
Total deductions 315,766 267,068 (2,135) 21,485 (5,307) 231,124 24,297 852,298
---------- ---------- -------- -------- -------- ---------- -------- ----------
Employee transfers in (out) (683,799) 233,220 162,706 (60,988) 32,283 282,975 33,603 -
---------- ---------- -------- -------- -------- ---------- -------- ----------
Net increase (decrease)
in net assets available
for plan benefits 451,891 548,233 450,900 (18,113) 100,634 1,398,968 134,465 3,066,978
Net assets available for plan
benefits, beginning of year 2,589,875 867,822 - 236,947 - 2,740,965 - 6,435,609
---------- ---------- -------- -------- -------- ---------- -------- ----------
Net assets available for plan
benefits, end of year $3,041,766 $1,416,055 $450,900 $218,834 $100,634 $4,139,933 $134,465 $9,502,587
========== ========== ======== ======== ======== ========== ======== ==========
</TABLE>
<PAGE>
<PAGE> 11
CONSECOSAVE PLAN
<TABLE>
ITEM 27 (D) - SCHEDULE OF REPORTABLE TRANSACTIONS
For the Year Ended December 31, 1993
<CAPTION>
Current
Expenses Value of
Identity Description Number Incurred Cost Asset on
of Party of of Purchase Selling with of Transaction Gain Employee
Involved Transactions Transactions Price Price Transaction Asset Date (Loss) Withdrawal
-------- ------------ ------------ ----- ----- ----------- ----- ---- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ConsesoSave ConsecoSave Corporate
Trust Bond Portfolio 46 $1,040,664 $ - $ - $1,040,664 $1,040,664 $ - $ -
ConsesoSave ConsecoSave Interest
Trust Income Portfolio 46 884,639 - - 884,639 884,639 - -
ConsesoSave ConsecoSave Equity
Trust Portfolio 46 455,314 - - 455,314 455,314 - -
ConsesoSave ConsecoSave Conseco
Trust Stock Portfolio 46 590,228 - - 590,228 590,228 - -
Various Employee Withdrawals 28 - - - - 848,336 - 848,336
ConsesoSave ConsecoSave Corporate
Trust Bond Portfolio 28 - 772,547 - - 772,547 - -
</TABLE>
<PAGE>
<PAGE> 12
CONSECOSAVE PLAN
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Plan has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
CONSECOSAVE PLAN
Dated: June 28, 1994 By: ROLLIN M. DICK
------------------------
Rollin M. Dick, Trustee
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statements of Conseco, Inc. on Form S-8 (File Nos. 33-40556, 33-58710 and 33-
58712) of our report dated June 28, 1994, on our audits of the financial
statements and financial statement schedule of the ConsecoSave Plan as of
December 31, 1993 and 1992, and for the year then ended, which report is
included in this Annual Report on Form 11-K.
Coopers & Lybrand
Indianapolis, Indiana
June 28, 1994
