<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, 1994 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: 1-9250
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
CONSECOSAVE PLAN
INDEX
a) Financial Statements
Report of Independent Accountants 3
Statement of Net Assets Available for Plan
Benefits - December 31, 1994 and 1993 4
Statement of Changes in Net Assets Available for
Plan Benefits for the years ended December
31, 1994 and 1993 5
Notes to Financial Statements 6
Supplemental schedules 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, 1994 and 1993, 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, 1994 and 1993, 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
schedules for the year ended December 31, 1994, are presented for
the purpose of additional analysis and are not a required part of
the basic financial statements but are 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 schedules have been
subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.
Indianapolis, Indiana Coopers & Lybrand L.L.P.
June 19, 1995
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<PAGE> 4
CONSECOSAVE PLAN
<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1994 and 1993
1994 1993
____ ____
<S> <C> <C>
Assets:
Investments in ConsecoSave Trust portfolios at fair value:
Corporate Bond Portfolio (cost: 1994 - $2,265,400;
1993 - $3,025,335) $2,139,302 $3,041,766
Interest Income Portfolio (cost: 1994 - $1,672,111;
1993 - $1,416,055) 1,672,111 1,416,055
Equity Portfolio (cost: 1994 - $808,858; 1993 - $440,349) 816,504 450,900
Money Market Portfolio (cost: 1994 - $243,849; 1993 - $218,834) 243,849 218,834
Government Securities Portfolio (cost: 1994 - $158,721;
1993 - $100,937) 158,129 100,634
Conseco Stock Fund (cost: 1994 - $2,374,261;
1993 - $1,832,586) 3,366,905 3,829,173
CCP Stock Fund (cost: 1994 - $166,232; 1993 - $109,075) 155,137 134,465
BLH Stock Fund (cost: 1994 - $46,491) 46,103 -
__________ __________
Total investments 8,598,040 9,191,827
Employer contribution receivable 356,506 310,760
__________ __________
Net assets available for plan benefits $8,954,546 $9,502,587
========== ==========
<FN>
The accompanying notes are an integral
part of these financial statements.
</TABLE>
<PAGE>
<PAGE> 5
CONSECOSAVE PLAN
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the years ended December 31, 1994 and 1993
1994 1993
____ ____
<S> <C> <C>
Additions:
Employee contributions $1,981,286 $2,260,288
Employer contributions 444,291 310,760
Interest and dividends 383,090 329,104
Net appreciation in fair value of investments - 1,019,124
__________ __________
Total additions 2,808,667 3,919,276
__________ __________
Deductions:
Benefits paid 932,458 848,336
Custodial fees 2,043 3,962
Net depreciation in fair value of investments 1,336,618 -
Transfer of assets to WesternSave Plan 1,085,589 -
__________ __________
Total deductions 3,356,708 852,298
__________ __________
Net increase (decrease) in assets available
for plan benefits (548,041) 3,066,978
Net assets available for plan benefits,
beginning of year 9,502,587 6,435,609
__________ __________
Net assets available for plan benefits,
end of year $8,954,546 $9,502,587
========== ==========
<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 eight investment options for
voluntary employee contributions: Corporate Bond Portfolio,
Interest Income Portfolio, Equity Portfolio, Money Market
Portfolio, Government Securities Portfolio, Conseco Stock Fund, CCP
Stock Fund and BLH Stock Fund. Employer contributions are invested
solely in the Conseco Stock Fund. The Plan's investments are
maintained either in a group annuity contract of a separate account
of Bankers National Life Insurance Company ("BNL"), an indirect
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 currently invests in seven guaranteed
interest contracts. At the date of issuance, each guaranteed
interest contract was issued by an affiliated life insurance
company. Two of these contracts are with Western National Life
Insurance Company ("Western National"). During 1994, Conseco sold
its equity interest in Western National. Therefore, Western
National is no longer an affiliated company. These contracts are
carried at their accumulated contract values, which are cost
adjusted for interest credited (at a blended rate of 6.58 percent
and 6.81 percent at December 31, 1994 and 1993, respectively). Such
carrying value approximates fair value at December 31, 1994 and
1993. The contracts, interest rates and expiration dates are as
follows:
<TABLE>
<CAPTION>
Interest Expiration
Company rate date
_______ ____ ____
<S> <C> <C>
Bankers National Life Insurance Company 6.90% December 31, 1996
Beneficial Standard Life Insurance Company 7.05% December 31, 1997
Beneficial Standard Life Insurance Company 5.00% December 31, 1998
Great American Reserve Insurance Company 6.90% December 31, 1996
(including contracts with Jefferson National Life
Insurance Company which was merged into Great
American Reserve Insurance Company)
Western National Life Insurance Company 6.50% June 30, 1996
Western National Life Insurance Company 7.05% December 31, 1997
</TABLE>
<PAGE>
<PAGE> 7
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS
The Equity Portfolio invests in selected equity securities and
other securities having the investment characteristics of common
stocks. 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.
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 fair 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 fair value.
The Conseco Stock Fund 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 Fund 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 BLH Stock Fund invests in the common stock of Bankers Life
Holding Corporation ("BLH") only. The return is based on changes
in the market value of BLH common stock and dividends received,
which are reinvested in BLH common stock. The BLH common stock is
valued at its closing market price.
The net appreciation (depreciation) in the fair value of
investments consists of net realized gains (losses) and the net
change in unrealized appreciation (depreciation) on those
investments.
Administrative Expenses
Operating expenses and maintenance fees incurred during the years
ended December 31, 1994 and 1993, 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> 8
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS
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 BLH and The Statesman Group,
Inc.) 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 ($9,240 and $8,994 in 1994 and 1993,
respectively, for pre-tax contributions). 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. Participants designate the portfolios to
which their contributions are made.
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. All Conseco contributions are made
to the Conseco Stock Fund. Such contributions are made no later
than the due date for filing Conseco's federal income tax return,
including extensions. During 1994, Conseco made a discretionary
contribution to the Plan totalling $81,668 which was allocated to
each participant's accounts based on the participant's investment
options at the date of the contribution.
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, CCP, or BLH common stock, or any combination
thereof. 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 or may be repaid in a lump sum. 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.
The Plan is administered by the Plan Administrator, who is
appointed by Conseco's Board of Directors and who establishes the
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.
3. TRANSFER OF PLAN ASSETS
On April 1, 1994, the WesternSave Plan was established in
connection with the sale of Conseco's majority ownership interest
in Western National. The balances of the Equity Portfolio, the
Money Market Portfolio, the Interest Income Portfolio, the
Corporate Bond Portfolio and the Government Securities Portfolio
attributable to Western National employees, totalling $1,085,589,
were transferred to the WesternSave Plan.
<PAGE>
<PAGE> 9
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS
4. CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR
ENDED DECEMBER 31, 1994, BY PORTFOLIO
<TABLE>
<CAPTION>
Corporate Interest Money Government Conseco CCP BLH
Bond Income Equity Market Securities Stock Stock Stock
Portfolio Portfolio Portfolio Portfolio Portfolio Fund Fund Fund Total
__________ _________ _________ _________ _________ ____ ____ ____ _____
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employee
contri-
butions $ 499,994 $ 482,821 $330,467 $ 78,035 $ 81,052 $ 377,859 $ 104,761 $26,297 $1,981,286
Employer
contri-
butions 22,261 19,240 6,710 3,750 2,312 386,393 3,625 - 444,291
Interest
and divi-
dends 204,313 107,050 10,866 9,124 8,058 41,474 1,189 1,016 383,090
__________ ___________ ________ ________ ________ __________ _________ _______ __________
Total
add
itions 726,568 609,111 348,043 90,909 91,422 805,726 109,575 27,313 2,808,667
__________ ___________ ________ ________ ________ __________ _________ _______ __________
Deductions:
Benefits
paid 235,597 272,115 86,679 51,750 23,127 241,530 16,731 4,929 932,458
Custodial
fees 1,392 1 285 95 44 117 95 14 2,043
Net de-
preciation
(appreciation)
in fair
value of
invest-
ments 272,784 - (4,790) - 10,004 988,950 69,279 391 1,336,618
Transfer
of assets
to Western-
Save Plan 119,418 279,007 98,686 114,073 23,058 451,347 - - 1,085,589
__________ ___________ ________ ________ ________ _________ _________ _______ __________
Total
deduc-
tions 629,191 551,123 180,860 165,918 56,233 1,681,944 86,105 5,334 3,356,708
__________ ___________ ________ ________ ________ _________ _________ _______ __________
Net
employee
transfers
to (from)
portfolios (999,841) 198,068 198,421 100,024 22,306 459,696 (2,798) 24,124 -
__________ ___________ ________ ________ ________ _________ _________ _______ __________
Net
increase
(decrease)
in net
assets
available
for plan
benefits (902,464) 256,056 365,604 25,015 57,495 (416,522) 20,672 46,103 (548,041)
Net
assets
available
for plan
benefits,
beginning
of year 3,041,766 1,416,055 450,900 218,834 100,634 4,139,933 134,465 - 9,502,587
__________ ___________ ________ ________ ________ __________ _________ _______ ___________
Net
assets
available
for plan
benefits,
end of
year $2,139,302 $1,672,111 $816,504 $243,849 $158,129 $3,723,411 $155,137 $46,103 $8,954,546
========== =========== ======== ======== ======== ========== ======== ======= ==========
</TABLE>
<PAGE>
<PAGE> 10
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS
5. SUBSEQUENT EVENTS
In 1995, the Plan was amended. Changes to the Plan include:
(i) eligibility to participate in the Plan begins in the quarter
following an employee's date of employment; (ii) participants must
contribute 5 percent pre-tax in order to make after-tax
contributions; and (iii) with respect to Conseco's contributions to
the Plan, participants employed after January 1, 1995, are subject
to a graduated vesting schedule of 20 percent for each year of
service after the second year of service. The foregoing
description of changes to the Plan provides only limited
information. Participants should refer to the Plan and to the
Summary Plan Description for a more complete description of the
Plan's provisions.
On May 21, 1995, Conseco and CCP announced that a definitive
merger agreement had been reached under which Conseco will acquire
the outstanding shares of CCP that Conseco does not already own.
In the transaction, CCP would be merged into Conseco, with Conseco
being the surviving corporation. Under the terms of the agreement,
the non-Conseco stockholders of CCP would receive $23.25 in cash
for each CCP share held. Current participants in the CCP Stock
Fund may not increase their percentage allocation to the CCP Stock
Fund and have the option to transfer their current balances to
other portfolios. If the merger is consummated, the consideration
received by each participant invested in the CCP Stock Fund will be
transferred to the other investment options as directed by the
participant.
<PAGE>
<PAGE> 11
CONSECOSAVE PLAN
<TABLE>
<CAPTION>
ITEM 27 (A) - SCHEDULE OF ASSETS HELD FOR INVESTMENTS
December 31, 1994
(c) (d) (e)
Description of Investment Cost Current Value
_________________________ ____ _____________
<S> <C> <C>
Assets Held in Common/Collective Trust
ConsecoSave Trust $7,735,923 $8,598,040
</TABLE>
<PAGE>
<PAGE> 12
CONSECOSAVE PLAN
<TABLE>
<CAPTION>
ITEM 27 (D) - SCHEDULE OF REPORTABLE TRANSACTIONS
For the Year Ended December 31, 1994
Current
Expenses Value of
Identity Description Number Incurred Cost Asset on
of Party of of Purchase Selling with of Transaction Gain
Involved Transactions Transactions Price Price Transaction Asset Date (Loss)
________ ____________ ____________ _____ _____ ___________ _____ ____ _____
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ConsecoSave ConsecoSave
Trust Corporate Bond
Portfolio 51 $609,891 $ - $ - $609,891 $609,891 $ -
ConsecoSave ConsecoSave
Trust Interest
Income
Portfolio 51 922,871 - - 922,871 922,871 -
ConsecoSave ConsecoSave
Trust Equity
Portfolio 51 583,577 - - 583,577 583,577 -
ConsecoSave ConsecoSave
Trust Conseco
Stock Fund 51 867,442 - - 867,442 867,442 -
ConsecoSave ConsecoSave
Trust Corporate Bond
Portfolio 28 - 1,206,895 - - 1,206,895 -
ConsecoSave ConsecoSave
Trust Interest
Income
Portfolio 28 - 501,749 - - 501,749 -
</TABLE>
<PAGE>
<PAGE> 13
CONSECOSAVE PLAN
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the trustees of the Plan have duly caused this annual
report to be signed on its behalf by the undersigned thereunto duly
authorized.
CONSECOSAVE PLAN
Dated: June 26, 1995 By: /s/ROLLIN M. DICK
____________________
Rollin M. Dick, Trustee
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
registration statements of Conseco, Inc. on Form S-8 (File Nos.
33-57931 and 33-58710) of our report dated June 19, 1995, on our
audits of the financial statements and supplemental schedules of
the ConsecoSave Plan as of December 31, 1994 and 1993, and for the
years then ended, which report is included in this Annual Report on
Form 11-K.
Coopers & Lybrand L.L.P.
Indianapolis, Indiana
June 19, 1995
