CONSECO INC ET AL, S-8, 1996-12-23

CONSECO INC ET AL
S-8, 1996-12-23
ACCIDENT & HEALTH INSURANCE

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As filed with the Securities and Exchange Commission on December 23, 1996
Registration No. 333-

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)

Transport Holdings Inc. Stock Plan
(Full title of the plan)

Lawrence W. Inlow
11825 N. Pennsylvania Street
Carmel, Indiana 46032
(Name and address of agent for service)
(317) 817-6163
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>

CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
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 322,000 shares (1) Not applicable $9,595,214 (2) $2,907.64

- -----------------------------------------------------------------------------------------------------------------------------------
<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 Rule 457(h) (1) of Regulation C, on the basis of 322,000
shares which may be purchased under options outstanding under the
plan, which have an average option exercise price of $29.79880 per
share.

</FN>
</TABLE>

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<PAGE>

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, 1995.

2. Quarterly Reports on Form 10-Q filed by the Company for the
quarterly periods ended March 31, June 30 and September 30,
1996.

3. Current Reports on Form 8-K dated January 17, 1996, March 11,
1996, March 14, 1996, April 10, 1996, August 2, 1996, August
25, 1996, September 25, 1996, November 15, 1996, November
19, 1996, December 15, 1996 and December 17, 1996.

4. The description of the Company's common stock, no par value
(the "Common Stock"), contained in its Registration Statement
on Form 8-A filed with the Commission on August 27, 1986,
including any reports filed under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), for the purpose of
updating such description.

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 1,406,900 shares of Common Stock and owns 808,174 shares of Common
Stock directly and indirectly.

Item 6. Indemnification of Directors and Officers.

The Indiana Business Corporation Law grants authorization to Indiana
corporations to indemnify officers and directors from

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2

<PAGE>

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.

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;

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3

<PAGE>

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.

(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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4

<PAGE>

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 23rd day of
December, 1996.

CONSECO, INC.

By: /s/ LAWRENCE W. INLOW
-------------------------
Lawrence W. Inlow
Executive Vice President

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>

* Chairman of the December 23, 1996
- ----------------------
Stephen C. Hilbert Board, President and
Chief Executive
Officer (Principal
Executive Officer)

* Executive Vice December 23, 1996
- -----------------------
Rollin M. Dick President, Chief
Financial Officer
and Director
(Principal Financial
Officer and
Principal Accounting
Officer)

* Director December 23, 1996
- -----------------------
Ngaire E. Cuneo

* Director December 23, 1996
- -----------------------
David R. Decatur

* Director December 23, 1996
- -----------------------
Louis P. Ferrero

* Director December 23, 1996
- -----------------------
Donald F. Gongaware

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5

<PAGE>

* Director December 23, 1996
- -----------------------
M. Phil Hathaway

* Director December 23, 1996
- -----------------------
James D. Massey

* Director December 23, 1996
- -----------------------
Dennis E. Murray, Sr.

*By: /s/ KARL W. KINDIG
----------------------
Karl W. Kindig
Attorney-in-Fact

</TABLE>

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6

<PAGE>

EXHIBITS

Exhibit No.

4(a) Transport Holdings Inc. Stock Plan was filed as an exhibit to
the Form 8-K dated September 29, 1995 of Transport Holdings
Inc. and is incorporated herein by reference.

4(b) Amended and Restated Articles of Incorporation of
the Registrant were filed with the Commission as
Exhibit 3.1 to the Registration Statement on Form
S-2, No. 33-8498; Articles of Amendment thereto, as
filed September 9, 1988 with the Indiana Secretary
of State, were filed with the Commission as Exhibit
3.1.1 to the Registrant's Annual Report on Form 10-
K for 1988; Articles of Amendment thereto, as filed
June 13, 1989 with the Indiana Secretary of State,
were filed with the Commission as Exhibit 3.1.2 to
the Registrant's Report on Form 10-Q for the
quarter ended June 30, 1989; Articles of Amendment
thereto, as filed June 29, 1993 with the Indiana
Secretary of State, were filed with the Commission
as Exhibit 3.1.3 to the Registrant's Report on Form
10-Q for the quarter ended June 30, 1993; and
Articles of Amendment thereto relating to the
PRIDES were filed with the Commission as Exhibit
3.(i).3 to the Registrant's Report on Form 8-K
dated January 17, 1996, and are incorporated herein
by this reference.

5(a) Opinion of Counsel re: legality

23(a) Consent of Counsel [See Exhibit 5(a)]

23(b) Consent of Independent Accountants

24 Powers of Attorney of Stephen C. Hilbert, Rollin M.
Dick, Ngaire E. Cuneo, David R. DeCatur, Louis P.
Ferrero, Donald F. Gongaware, M. Phil Hathaway,
James D. Massey and Dennis E. Murray, Sr.

Exhibit 5(a)

December 23, 1996

Board of Directors
Conseco, Inc.
11825 N. Pennsylvania Street
Carmel, Indiana 46032

Re: Conseco, Inc.
Registration Statement on Form S-8

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 ("we") 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 ("Common Stock") to be issued in connection with
the Transport Holdings Inc. Stock 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 validly 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

Exhibit 23(b)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statement
of Conseco, Inc. on Form S-8 (File No. 333-00000), of our reports dated March
20, 1996 on our audits of the consolidated financial statements and financial
statement schedules of Conseco, Inc. and subsidiaries as of December 31, 1995
and 1994, and for the years ended December 31, 1995, 1994 and 1993, included in
the Annual Report on Form 10-K.

/s/ COOPERS & LYBRAND L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P

Indianapolis, Indiana
December 23, 1996

Exhibit 24

POWER OF ATTORNEY

The undersigned hereby appoints Lawrence W. Inlow, Karl W. Kindig and
Kathleen S. Kiefer, and each of them, any of whom may act without the joinder of
the others, as his attorney-in-fact to sign on his behalf, in any and all
capacities, the Registration Statement to which this Power of Attorney is an
exhibit and to file the Registration Statement and all amendments and
post-effective amendments to the Registration Statement and to file the same
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each said attorney-in-fact lawfully does or causes to be done by virtue
hereof.