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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
CONSECO, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1468632
(State of Incorporation) (I.R.S. Employer
Identification No.)
11825 N. Pennsylvania Street
Carmel, Indiana 46032
(Address of Principal Executive Offices) (Zip Code)
1994 Stock and Incentive Plan
(Full title of the plan)
Stephen C. Hilbert
11825 N. Pennsylvania Street
Carmel, Indiana 46032
(Name and address of agent for service)
(317) 573-6100
(Telephone number, including area code, of agent for service)
With a copy to:
Lawrence W. Inlow, Esq.
Conseco, Inc.
11825 N. Pennsylvania Street
Carmel, Indiana 46032
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION> Proposed Proposed
Maximum Maximum
Amount Offering Aggregate
Title of Securities to be Price Offering Amount of
to be Registered Registered Per Share Price Registration Fee
- -------------------- ---------- --------- -------- ----------------
<S> <C> <C> <C> <C>
Common Stock, no par value 6,000,000 shares (1) (2) $298,518,475 (2) $102,938
Interests in the 1994 Stock and (3) (4) (4) (4)
Incentive Plan
<FN>
(1) Subject to increase (or decrease) in accordance with Rule 416
of Regulation C to reflect a merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other change in the
corporate structure of the Registrant which results in a change in
the number of shares issuable pursuant to outstanding awards under
the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of Regulation C, on the basis of
(i) 2,698,000 shares at an option exercise price of $59.25 per share,
(ii) 176,200 shares at an option exercise price of $41.875 and (iii)
3,125,800 shares at $42.00 per share, the average of the high and low
prices of the shares of common stock of the Registrant on December
19, 1994.
(3) Pursuant to Rule 416(c) of Regulation C, there are hereby registered
on this Registration Statement an indeterminate amount of interests
in the Plan.
(4) Pursuant to Rule 457(h)(2) of Regulation C, no separate fee is
required with respect to interests in the Plan.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are hereby incorporated by reference into
this Registration Statement:
1. Annual Report on Form 10-K of Conseco, Inc. (the "Company"
or the "Registrant") for the year ended December 31, 1993.
2. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of its fiscal
year ended December 31, 1993.
3. The description of the Company's Common Stock contained in
its Registration Statement on Form 8-A filed with the
Commission on August 27, 1986.
All documents filed subsequent to the foregoing by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
registered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
(See Item 3)
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the securities offered
hereby will be passed upon for the Company by Lawrence W. Inlow, Esq.,
Executive Vice President and General Counsel of the Company. Mr. Inlow holds
options to purchase 662,000 shares of Common Stock and owns 247,076 shares
directly.
Item 6. Indemnification of Directors and Officers.
The Indiana Business Corporation Law grants authorization to Indiana
corporations to indemnify officers and directors from liability for their
conduct if such conduct was in good faith and was in the corporation's best
interests or, in the case of directors, was not opposed to such best interests,
and permits the purchase of insurance in this regard. In addition, the
shareholders of a corporation may approve the inclusion of other or additional
indemnification provisions in the articles of incorporation and by-laws.
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The Code of By-Laws of the Registrant provides for the
indemnification of any person made a party to any action, suit or proceeding
by reason of the fact that he is a director, officer or employee of the
Registrant, unless it is adjudged in such action, suit or proceeding that such
person is liable for negligence or misconduct in the performance of his duties.
Such indemnification shall be against the reasonable expenses, including
attorneys' fees, incurred by such person in connection with the defense of such
action, suit or proceeding. In some circumstances, the Registrant may
reimburse any such person for the reasonable costs of settlement of any such
action, suit or proceeding, if a majority of the members of the Board of
Directors not involved in the controversy shall determine that it was in the
interests of the Registrant that such settlement be made and that such person
was not guilty of negligence or misconduct.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
See the Exhibit Index immediately following the signature pages to
this Registration Statement.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (1)(i) and (ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference into this Registration Statement.
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(2) That, for the purpose of determining any liability under
the Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Act, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Carmel, State of Indiana, on the 27th day of
December, 1994.
CONSECO, INC.
By: /S/ Stephen C. Hilbert
----------------------
Stephen C. Hilbert,
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signatures Title (Capacity) Date
---------- ---------------- ----
<S> <C> <C>
/S/ Stephen C. Hilbert Chairman of the Board, President December 27, 1994
- ----------------------- and Chief Executive Officer
Stephen C. Hilbert (Principal Executive Officer)
/S/ Rollin M. Dick Executive Vice President, December 27, 1994
- ----------------------- Chief Financial Officer and
Rollin M. Dick Director (Principal Financial
Officer and Principal Accounting
Officer)
/S/ Michael G. Browning Director December 27, 1994
- ------------------------
Michael G. Browning
/S/ Ngaire E. Cuneo Executive Vice President, December 27, 1994
- ------------------------ Corporate Development and Director
Ngaire E. Cuneo
- ------------------------- Director December , 1994
Louis P. Ferrero
/S/ Donald F. Gongaware Executive Vice President, Chief December 27, 1994
- ------------------------- Operations Officer and Director
Donald F. Gongaware
- ------------------------- Director December , 1994
M. Phil Hathaway
- ------------------------- Director December , 1994
James D. Massey
- ------------------------- Director December , 1994
Dennis E. Murray, Sr.
</TABLE>
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The Plan
Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Carmel, State of
Indiana, on December 27, 1994.
1994 Stock and Incentive Plan
By: Conseco, Inc.
By: /S/ Stephen C. Hilbert
------------------------
Stephen C. Hilbert,
Chairman of the Board,
President and Chief Executive
Officer<PAGE>
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EXHIBITS
Exhibit No.
4(a) The 1994 Stock and Incentive Plan of the Registrant is
incorporated herein by reference to Exhibit A to the
Registrant's definitive proxy statement dated April 29,
1994 which was filed with the Commission on May 2, 1994.
5(a) Opinion of Counsel re: legality
23(a) Consent of Counsel [See Exhibit 5(a)]
23(b) Consent of Independent Accountants
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EXHIBIT 5(a)
December 27, 1994
Board of Directors
Conseco, Inc.
11825 N. Pennsylvania Street
Carmel, Indiana 46032
Re: Conseco, Inc.
Registration Statement on Form S-8
1994 Stock and Incentive Plan
Gentlemen and Madam:
I am Executive Vice President and General Counsel for Conseco,
Inc., an Indiana corporation (the "Company"), and in such capacity,
I exercise general supervision over the Company's legal affairs.
I and lawyers over whom I exercise general supervision have acted
as counsel to the Company in connection with the Registration
Statement on Form S-8 concerning shares of common stock, no par
value, of the Company to be issued in connection with the Conseco,
Inc. 1994 Stock and Incentive Plan (the "Plan"). In connection
with our representation, we have examined the corporate records of
the Company, including its Amended and Restated Articles of
Incorporation, as amended, By-Laws and other corporate records and
documents and have made such other examinations as we consider
necessary to render this opinion. Based upon the foregoing, I am
of the opinion that:
1. The Company is a corporation duly organized and
validly existing under the laws of the State of
Indiana.
2. The Plan and the shares of common stock
covered by the Plan have been duly authorized
by all requisite corporate action.
3. With respect to the authorized but unissued
shares of common stock covered by the Plan,
such shares, when issued in accordance with
the terms and provisions for their issuance,
will be legally issued, fully paid and non-
assessable.
I consent to the filing of this opinion as an exhibit to the
registration statement referred to above and to all references to
me in such registration statement.
Very truly yours,
/s/ Lawrence W. Inlow
- ----------------------
LAWRENCE W. INLOW
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EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of the shares of common stock of Conseco,
Inc., covered by the Conseco, Inc. 1994 Stock and Incentive Plan,
of our reports dated March 24, 1994, on our audits of the
consolidated financial statements and financial statement schedules
of Conseco, Inc. and Subsidiaries, which reports are included in
the Annual Report on Form 10-K of Conseco, Inc. for the year ended
December 31, 1993.
COOPERS & LYBRAND
Indianapolis, Indiana
December 27, 1994
