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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO.
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)
June 3, 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:
[ X ]
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CUSIP No. 208464107
1. NAME OF REPORTING PERSON Stephen C. Hilbert
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Not given
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 1,032,930
Shares
Beneficially 8. SHARED VOTING POWER - 0 -
Owned By
Each 9. SOLE DISPOSITIVE POWER 1,032,930
Reporting
Person With 10. SHARED DISPOSITIVE POWER - 0 -
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,032,930
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.01%
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
This statement is filed on behalf of Stephen C. Hilbert. Mr.
Hilbert is Chairman of the Board, President and Chief
Executive Officer of Conseco. The business address of Mr.
Hilbert is 11825 N. Pennsylvania Street, Carmel, Indiana
46032. Mr. Hilbert is a citizen of the United States of
America. During the last five years, Mr. Hilbert has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor has he been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
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 200,000 shares of Common Stock
that Mr. Hilbert will have the right to acquire on or after
August 2, 1995 for $6.25 per share under the terms of a stock
option granted to him in August 1990. Such acquisition
increased the number of shares of Common Stock
beneficially owned by Mr. Hilbert to 1,032,930 shares, or
5.01% 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.
Item 4. Purpose of Transaction
Mr. Hilbert has acquired beneficial ownership of the Common
Stock for investment purposes.
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) 1,032,930 shares, which number includes 405,625 shares of
Common Stock which may be acquired by Mr. Hilbert within
60 days upon exercise of stock options. Such amount is
5.01% 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.
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Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The shares of Common Stock beneficially owned by Mr. Hilbert
include 405,625 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, and (ii) 5,625
shares of Common Stock at a price of $53.25 per share. Mr.
Hilbert also holds options not exercisable within 60 days to
acquire 1,666,375 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.
Mr. Hilbert holds an aggregate of 371,771 stock units
(126,204.1 of which are vested) (the "Stock Units") under the
Conseco Amended and Restated Deferred Compensation Program
and the Conseco 1994 Stock and Incentive Plan. Each Stock
Unit represents and is payable in one share of Common Stock.
The Stock Units have no voting rights and are not payable
within the next 60 days because they either have been
deferred or have not yet vested. The Stock Units must be paid
out following a change in control as defined in the Conseco
Amended and Restated Deferred Compensation Program and the
Conseco 1994 Stock and Incentive Plan for awards under the
respective plans.
Mr. Hilbert's employment agreement contains certain change in
control provisions. In the event of a Control Termination (as
defined in the employment agreement) of Mr. Hilbert, Mr.
Hilbert may elect, within sixty (60) days after such Control
Termination, to receive a payment from Conseco in return for
surrender by Mr. Hilbert of all or any portion of the options
then outstanding held by Mr. Hilbert to purchase shares of
Common Stock ("Unexercised Options") and shares of Common
Stock held by Mr. Hilbert. Unexercised Options include all
outstanding options whether or not then exercisable. For each
Unexercised Option to purchase one share of Common Stock and
each share of Common Stock, Conseco must pay to Mr. Hilbert an
amount equal to the highest per share fair market value of the
Common Stock on any day during the period beginning six (6)
months prior to the date of Mr. Hilbert's election to sell
such shares and Unexercised Options pursuant to his employment
agreement. To compensate Mr. Hilbert for loss of the
potential future speculative value of the Unexercised Options,
no deduction may be made for the exercise price per share for
each Unexercised Option from the amount to be received by Mr.
Hilbert.
Mr. Hilbert has pledged 100,000 shares of Common Stock in
connection with a $1.9 million loan from Conseco. Such pledge
will continue as long as there are outstanding amounts under
the loan.
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Item 7. Material to Be Filed as Exhibits
1. Employment Agreement dated January 1, 1987, between
Conseco and Stephen C. Hilbert, was filed as Exhibit
10.1.2 to Conseco's Annual Report on Form 10-K for 1986,
and Amendment No. 1 thereto was filed as Exhibit 10.1.2
to Conseco's Annual Report on Form 10-K for 1987; and are
incorporated herein by this reference.
2. Secured Promissory Note of Stephen C. Hilbert and Pledge
Agreement between Conseco and Stephen C. Hilbert, dated
February 25, 1988, were filed as Exhibit 10.1.9 to
Conseco's Report on Form 10-Q for the quarter ended March
31, 1988 and are incorporated herein by this reference.
3. Conseco's Stock Option Plan was filed with the Commission
as Exhibit B to its definitive Proxy Statement dated
December 10, 1983; Amendment No. 1 thereto was filed with
the Commission as Exhibit 10.8.1 to its Report on Form
10-Q for the quarter ended June 30, 1985; Amendment No. 2
thereto was filed with the Commission as Exhibit 10.8.2 to
its Registration Statement on Form S-1, No. 33-4367;
Amendment No. 3 thereto was filed with the Commission as
Exhibit 10.8.3 to Conseco's Annual Report on Form 10-K for
1986; Amendment No. 4 thereto was filed with the
Commission as Exhibit 10.8 to Conseco's Annual Report on
Form 10-K for 1987; Amendment No. 5 thereto was filed with
the Commission as Exhibit 10.8 to Conseco's Report on Form
10-Q for the quarter ended September 30, 1991; and such
documents are incorporated herein by this reference.
4. Amended and Restated Conseco Stock Bonus and Deferred
Compensation Program was filed as Exhibit 10.8.4 to
Conseco's Annual Report on Form 10-K for 1992 and
Amendment to the Amended and Restated Conseco Stock Bonus
and Deferred Compensation Program was filed as Exhibit
10.8.9 to Conseco's Annual Report on Form 10-K for 1994.
Such documents are incorporated herein by this reference.
5. The Conseco 1994 Stock and Incentive Plan was filed as
Exhibit A to Conseco's definitive Proxy Statement dated
April 29, 1994 and is incorporated herein by this
reference.
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SIGNATURE
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: June 13, 1995.
/s/ STEPHEN C. HILBERT
_______________________________
Stephen C. Hilbert
