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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 1
CONSECO, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
208464107
(CUSIP Number)
Stephen C. Hilbert
11825 N. Pennsylvania Street
Carmel, Indiana 46032
(317) 817-6100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 25, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with this statement: [ ]
This filing contains 5 pages. The Exhibit Index appears on page N/A .
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CUSIP No. . . . . . . . . . . . . . . . . . . . . . . . . . . . .208464107
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1. NAME OF REPORTING PERSON . . . . . . . . . . . . . . . Stephen C. Hilbert
------------------
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON . . . . . . Not given
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
---
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION . . . . . . . .United States Citizen
Number of 7. SOLE VOTING POWER . . . . . . . . . . . . . . . . . 1,298,930
Shares ---------
Beneficially 8. SHARED VOTING POWER . . . . . . . . . . . . . . - 0 -
Owned By Each --------
Reporting 9. SOLE DISPOSITIVE POWER . . . . . . . . . . . . . . 1,298,930
Person With ----------
10. SHARED DISPOSITIVE POWER . . . . . . . . . . . . . - 0 -
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,298,930
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
---
14. TYPE OF REPORTING PERSON . . . . . . . . . . . . . . . . . . . . . IN
--
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Item 1. Security and Issuer
This statement relates to the Common Stock, no par value per share (the
"Common Stock"), of Conseco, Inc., an Indiana corporation ("Conseco").
Conseco's principal executive office is located at 11825 N.
Pennsylvania Street, Carmel, Indiana 46032.
Item 2. Identity and Background
Not amended. See the statement on Schedule 13D previously filed.
Item 3. Source and Amount of Funds or Other Consideration
The acquisition which is the subject of this Schedule 13D is the
beneficial ownership of 246,000 shares of Common Stock that Mr. Hilbert
will have the right to acquire on or after August 25, 1995 for $48.25
per share under the terms of a stock option granted to him in August
1995. Such acquisition increased the number of shares of Common Stock
beneficially owned by Mr. Hilbert to 1,298,930 shares, or 6.2% of the
shares of Common Stock deemed to be outstanding under Rule 13d-3(d) of
the Securities and Exchange Commission. Shares previously acquired were
acquired with personal funds. Mr. Hilbert also acquired shares in
August 1995 which purchases have not previously been reported on
Schedule 13D. He purchased 3,600 shares on August 17, 1995 for $47.75
per share, and on August 18, 1995 Mr. Hilbert purchased 500 shares for
$47.875 per share and 15,900 shares for $48.00 per share.
Item 4. Purpose of Transaction
Not amended. See the statement on Schedule 13D previously filed.
Item 5. Interest in Securities of the Issuer
Set forth below is information concerning the Common Stock beneficially
owned by Mr. Hilbert on the date hereof.
(a) 1,298,930 shares, which number includes 651,625 shares of
Common Stock which may be acquired by Mr. Hilbert within 60
days upon exercise of stock options. Such amount is 6.2% of
the outstanding Common Stock of Conseco.
(b) Mr. Hilbert has the sole power to vote or to direct the vote
of all of the shares disclosed in (a) and the sole power to
dispose or to direct the disposition of such shares. Shares
beneficially owned which are subject to options do not have
voting rights prior to exercise of such options.
(c) Mr. Hilbert has not engaged in any transactions concerning the
Common Stock during the past 60 days other than as disclosed
in Item 3 above.
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
See the statement on Schedule 13D previously filed.
The shares of Common Stock beneficially owned by Mr. Hilbert include
651,625 shares which may be acquired within 60 days upon exercise of
stock options. Under those stock options, Mr. Hilbert has the right to
acquire (i) 400,000 shares of Common Stock at a price of $6.25 per
share, (ii) 5,625 shares of Common Stock at a price of $53.25 per share
and (iii) 246,000 shares of Common Stock at a price of $48.25 per
share. Mr. Hilbert also holds options not exercisable within 60 days to
acquire 1,670,375 shares of Common Stock. All such options were granted
under the Conseco Stock Option Plan, as amended, and the Conseco 1994
Stock and Incentive Plan.
Item 7. Material to Be Filed as Exhibits
Not amended. See the statement on Schedule 13D previously filed.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: September 26, 1995.
/S/Stephen C. Hilbert
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Stephen C. Hilbert
