<PAGE> 1
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 12, 1996)
11,000,000 PREFERRED SECURITIES
CONSECO FINANCING TRUST I
9.16% TRUST ORIGINATED PREFERRED SECURITIESSM ("TOPRSSM")
(LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)
FULLY AND UNCONDITIONALLY GUARANTEED BY
CONSECO LOGO
------------------------
The 9.16% Trust Originated Preferred Securities (the "Preferred Securities")
offered hereby represent preferred undivided beneficial interests in the assets
of Conseco Financing Trust I, a statutory business trust formed under the laws
of the State of Delaware (the "Trust"). Conseco, Inc., an Indiana corporation
("Conseco" or the "Company"), will directly or indirectly own all the common
securities (the "Common Securities" and, together with the Preferred Securities,
the "Trust Securities") representing common undivided beneficial interests in
the assets of the Trust. The Trust exists for the sole purpose of issuing the
Preferred Securities and Common
(continued on next page)
SEE "RISK FACTORS" BEGINNING ON PAGE S-4 FOR CERTAIN INFORMATION RELEVANT TO
AN INVESTMENT IN THE PREFERRED SECURITIES, INCLUDING THE PERIOD AND
CIRCUMSTANCES DURING AND UNDER WHICH PAYMENTS OF DISTRIBUTIONS ON THE PREFERRED
SECURITIES MAY BE DEFERRED AND THE RELATED UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES OF SUCH DEFERRAL.
------------------------
The Preferred Securities have been approved for listing, subject to official
notice of issuance, on the New York Stock Exchange, Inc. (the "New York Stock
Exchange"). Trading of the Preferred Securities on the New York Stock Exchange
is expected to commence within a 30-day period after the initial delivery of the
Preferred Securities. See "Underwriting."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
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INITIAL PUBLIC UNDERWRITING PROCEEDS TO THE
OFFERING PRICE(1) COMMISSION(2) TRUST(3)(4)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Preferred Security............... $25.00 (3) $25.00
- -----------------------------------------------------------------------------------------------------------
Total................................ $275,000,000 (3) $275,000,000
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued distributions, if any, from November 19, 1996.
(2) The Trust and the Company have each agreed to indemnify the several
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."
(3) In view of the fact that the proceeds of the sale of the Preferred
Securities will be invested in Subordinated Debentures, the Company has
agreed to pay to the Underwriters as compensation ("Underwriters'
Compensation") for their arranging the investment therein of such proceeds
$.7875 per Preferred Security (or $8,662,500 in the aggregate). See
"Underwriting."
(4) Expenses of the offering, which are payable by the Company, are estimated to
be $800,000.
------------------------
The Preferred Securities offered hereby are offered severally by the
Underwriters, as specified herein, subject to receipt and acceptance by them and
subject to their right to reject any order in whole or in part. It is expected
that delivery of the Preferred Securities will be made only in book-entry form
through the facilities of The Depository Trust Company, on or about November 19,
1996.
------------------------
MERRILL LYNCH & CO.
DEAN WITTER REYNOLDS INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
SANDS BROTHERS & CO., LTD.
------------------------
The date of this Prospectus Supplement is November 14, 1996.
SM "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co., Inc.
<PAGE> 2
(continued from previous page)
Securities and investing the proceeds thereof in an equivalent amount of 9.16%
Subordinated Deferrable Interest Debentures due November 30, 2026 (the
"Subordinated Debentures") of the Company. Upon a Declaration Event of Default
(as defined herein), the holders of the Preferred Securities will have a
preference over the holders of the Common Securities with respect to payments in
respect of distributions and payments upon redemption, liquidation and
otherwise.
Holders of the Preferred Securities are entitled to receive cumulative cash
distributions at an annual rate of 9.16% of the liquidation amount of $25 per
Preferred Security, accruing from the date of original issuance and payable
quarterly in arrears on March 31, June 30, September 30 and December 31 of each
year, commencing December 31, 1996 ("distributions"). The distribution rate and
the distribution and other payment dates for the Preferred Securities will
correspond to the interest rate and interest and other payment dates on the
Subordinated Debentures, which will be the sole assets of the Trust. As a
result, if principal or interest is not paid on the Subordinated Debentures, no
amounts will be paid on the Preferred Securities. The payment of distributions
out of moneys held by the Trust and payments on liquidation of the Trust or the
redemption of Preferred Securities, as set forth below, are guaranteed by the
Company (the "Trust Guarantee") if and to the extent the Trust has funds
available therefor. The Company's obligations under the Trust Guarantee, taken
together with its back-up undertakings, consisting of obligations of the Company
as set forth in the Declaration of Trust of the Trust (including the obligation
to pay expenses of the Trust), the Indenture (as defined in "Description of the
Subordinated Debentures" herein) and any applicable supplemental indentures
thereto, and the Subordinated Debentures issued to the Trust, provide a full and
unconditional guarantee by the Company of payments due on the Preferred
Securities. See "Effect of Obligations Under the Subordinated Debentures and the
Trust Guarantee" herein and "Description of Trust Guarantee" in the accompanying
prospectus (the "Prospectus"). If the Company does not make principal or
interest payments on the Subordinated Debentures, including as a result of the
Company's election to extend the interest payment period on the Subordinated
Debentures as described below, the Trust will not have sufficient funds to make
distributions on the Preferred Securities, in which event, the Trust Guarantee
will not apply to such distributions until the Company has made such principal
or interest payments. The obligations of the Company under the Subordinated
Debentures are unsecured and will be subordinate and junior in right of payment,
to the extent set forth herein, to all existing and future Senior Indebtedness
(as defined herein) of the Company and will be effectively subordinated to all
existing and future liabilities and obligations of the Company's subsidiaries.
At September 30, 1996, the aggregate amount of Senior Indebtedness and
liabilities and obligations of the Company's subsidiaries that would have
effectively ranked senior to the Subordinated Debentures was approximately $21
billion. As of September 30, 1996, after giving effect to the Offering and the
application of the proceeds thereof, the ATC Merger, the BLH Transaction, the
CAF Merger and the THI Merger (each of which transactions is defined herein) the
aggregate amount of Senior Indebtedness and liabilities and obligations of the
Company's subsidiaries that would have effectively ranked senior to the
Subordinated Debentures would have been approximately $23 billion.
The Company has the right to defer payments of interest on the Subordinated
Debentures by extending the interest payment period on the Subordinated
Debentures at any time for up to 20 consecutive quarters (each, an "Extension
Period") provided that no Extension Period may extend beyond the Maturity Date
(as defined herein). If interest payments are so deferred, distributions on the
Preferred Securities will also be deferred. During such Extension Period,
distributions will continue to accrue with interest thereon (to the extent
permitted by applicable law) at an annual rate of 9.16% per annum compounded
quarterly, and during any Extension Period, holders of Preferred Securities will
be required to include deferred interest income in their gross income for United
States federal income tax purposes in advance of receipt of the cash
distributions with respect to such deferred interest payments. There could be
multiple Extension Periods of varying lengths throughout the term of the
Subordinated Debentures. See "Risk Factors -- Option to Extend Interest Payment
Period or Change Maturity Date," "Risk Factors -- Tax Consequences of Extension
of Interest Payment Period," "Description of the Subordinated Debentures --
Option to Extend Interest Payment Period," and "United States Federal Income
Taxation -- Original Issue Discount."
The Subordinated Debentures are redeemable prior to maturity at the option
of the Company, subject to the receipt of any consent required by the terms of
any indebtedness of the Company which may be
S-2
<PAGE> 3
outstanding from time to time, including under the Credit Agreement or the
Bridge Facility (as those terms are defined herein), (i) in whole or in part,
from time to time, on or after November 19, 2001, or (ii) at any time in whole
(but not in part) upon the occurrence and continuation of a Special Event (as
defined herein). If the Company redeems Subordinated Debentures, the Trust must
redeem Trust Securities having an aggregate liquidation amount equal to the
aggregate principal amount of the Subordinated Debentures so redeemed at $25 per
Trust Security plus accrued and unpaid distributions thereon to the date fixed
for redemption (the "Redemption Price"). See "Description of the Preferred
Securities -- Mandatory Redemption." The outstanding Preferred Securities will
be redeemed upon maturity of the Subordinated Debentures. The Subordinated
Debentures mature on November 30, 2026, which date may be extended at any time
at the election of the Company for one or more periods, but in no event to a
date later than the earlier of (i) November 30, 2045 or (ii) the Interest
Deduction Date (as defined herein), provided certain financial conditions are
met, and may be shortened to a date not earlier than November 19, 2001 if the
Company exercises its right to liquidate the Trust and distribute the
Subordinated Debentures, subject to the receipt of any consent required by the
terms of any indebtedness of the Company which may be outstanding from time to
time, including under the Credit Agreement or the Bridge Facility. See
"Description of the Subordinated Debentures -- Option to Change Scheduled
Maturity Date" and "The Company -- Senior Credit Facilities."
At any time, the Company will have the right, subject to the receipt of any
consent required by the terms of any indebtedness of the Company which may be
outstanding from time to time, including under the Credit Agreement or the
Bridge Facility, to liquidate the Trust and cause the Subordinated Debentures to
be distributed to the holders of the Trust Securities in liquidation of the
Trust. If the Company elects to liquidate the Trust and thereby causes the
Subordinated Debentures to be distributed to holders of the Trust Securities in
liquidation of the Trust, the Company shall have the right, subject to the
receipt of any consent required by the terms of any indebtedness of the Company
which may be outstanding from time to time, including under the Credit Agreement
or the Bridge Facility, to shorten the maturity of such Subordinated Debentures,
to a date not earlier than November 19, 2001, or extend the maturity of such
Subordinated Debentures to a date not later than the earlier of (i) November 30,
2045 or (ii) the Interest Deduction Date, provided that it can extend the
maturity only if certain conditions are met. If the Subordinated Debentures are
distributed to the holders of the Preferred Securities, the Company will use its
best efforts to have the Subordinated Debentures listed on the New York Stock
Exchange or on such other exchange as the Preferred Securities are then listed.
See "Description of the Preferred Securities -- Distribution of the Subordinated
Debentures" and "The Company -- Senior Credit Facilities."
In the event of the involuntary or voluntary liquidation, dissolution,
winding up or termination of the Trust, the holders of the Preferred Securities
will be entitled to receive for each Preferred Security a liquidation amount of
$25 plus accrued and unpaid distributions thereon (including interest thereon)
to the date of payment, unless, in connection with such dissolution, the
Subordinated Debentures are distributed to the holders of the Preferred
Securities. See "Description of the Preferred Securities -- Liquidation
Distribution Upon Dissolution."
------------------------
FOR NORTH CAROLINA RESIDENTS: THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE COMMISSIONER OF INSURANCE FOR THE STATE OF NORTH CAROLINA
(THE "NORTH CAROLINA INSURANCE COMMISSIONER") NOR HAS THE NORTH CAROLINA
INSURANCE COMMISSIONER RULED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT LEVELS ABOVE THOSE THAT MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE.
SUCH STABILIZING TRANSACTIONS, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
S-3
<PAGE> 4
The following information concerning the Company, the Trust, the Preferred
Securities, the Trust Guarantee and the Subordinated Debentures supplements, and
should be read in conjunction with, the information contained in the
accompanying Prospectus. Capitalized terms used in this Prospectus Supplement
have the same meaning as in the accompanying Prospectus.
RISK FACTORS
Prospective purchasers of Preferred Securities should carefully review the
information contained in other sections of this Prospectus Supplement and in the
accompanying Prospectus and should in particular consider the following matters.
RANKING OF SUBORDINATE OBLIGATIONS UNDER THE TRUST GUARANTEE AND SUBORDINATED
DEBENTURES
The Company's obligations under the Trust Guarantee are unsecured and will
rank (i) subordinate and junior in right of payment to all other liabilities of
the Company except those made pari passu or subordinate by their terms, (ii)
pari passu with the most senior preferred or preference stock now or hereafter
issued by the Company, and with any guarantee now or hereafter issued by the
Company in respect of any preferred stock or preference stock of any affiliate
of the Company, and (iii) senior to the common stock of the Company, no par
value (the "Company Common Stock"). The obligations of the Company under the
Subordinated Debentures are unsecured and will rank subordinate and junior in
right of payment, to the extent set forth herein, to all present and future
Senior Indebtedness of the Company and will be effectively subordinated to all
existing and future liabilities and obligations of the Company's subsidiaries.
At September 30, 1996, the aggregate amount of Senior Indebtedness and
liabilities and obligations of the Company's subsidiaries that would have
effectively ranked senior to the Subordinated Debentures was approximately $21
billion. As of September 30, 1996, after giving effect to the Offering and the
application of the proceeds thereof, the ATC Merger, the BLH Transaction, the
CAF Merger and the THI Merger the aggregate amount of Senior Indebtedness and
liabilities and obligations of the Company's subsidiaries that would have
effectively ranked senior to the Subordinated Debentures would have been
approximately $23 billion. There are no terms in the Preferred Securities, the
Subordinated Debentures or the Trust Guarantee that limit the ability of the
Company or any of its subsidiaries to incur additional indebtedness, liabilities
or obligations, including indebtedness, liabilities or obligations that rank
senior to the Subordinated Debentures and the Trust Guarantee. See "Description
of Trust Guarantee -- Status of the Trust Guarantee" in the accompanying
Prospectus, and "Description of the Subordinated Debentures -- Subordination"
herein.
RIGHTS UNDER THE TRUST GUARANTEE
The Trust Guarantee will be qualified as an indenture under the Trust
Indenture Act. The Property Trustee (as defined herein) will act as indenture
trustee under the Trust Guarantee for the purposes of compliance with the
provisions of the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"). The Preferred Securities Guarantee Trustee (as defined herein) will hold
the Trust Guarantee on behalf of the Trust for the benefit of the holders of the
Preferred Securities.
The Trust Guarantee guarantees to the holders of the Preferred Securities
the payment of (i) any accrued and unpaid distributions that are required to be
paid on the Preferred Securities, to the extent the Trust has funds available
therefor, (ii) the Redemption Price, including all accrued and unpaid
distributions with respect to Preferred Securities called for redemption by the
Trust, to the extent the Trust has funds available therefor, and (iii) upon a
voluntary or involuntary dissolution, winding-up or termination of the Trust
(other than in connection with the distribution of Subordinated Debentures to
the holders of Preferred Securities or a redemption of all the Preferred
Securities), the lesser of (a) the aggregate of the liquidation amount and all
accrued and unpaid distributions on the Preferred Securities to the date of the
payment to the extent the Trust has funds available therefor, or (b) the amount
of assets of the Trust remaining available for distribution to holders of the
Preferred Securities in liquidation of the Trust. The holders of a majority in
liquidation amount of the Preferred Securities have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Preferred Securities Guarantee Trustee or to direct the exercise of any
trust or power conferred upon the Preferred Securities Guarantee Trustee under
the Trust
S-4
<PAGE> 5
Guarantee. If the Preferred Securities Guarantee Trustee fails to enforce the
Trust Guarantee, any record holder of Preferred Securities may institute a legal
proceeding directly against the Company to enforce the Preferred Securities
Guarantee Trustee's rights under the Trust Guarantee without first instituting a
legal proceeding against the Trust, the Preferred Securities Guarantee Trustee
or any other person or entity. Notwithstanding the foregoing, if the Company has
failed to make a payment under the Trust Guarantee, a record holder of Preferred
Securities may directly institute a proceeding against the Company for
enforcement of the Trust Guarantee with respect to payment to the record holder
of the Preferred Securities of the principal of or interest on the Subordinated
Debentures held by the Trust on or after the respective due dates specified in
the Subordinated Debentures, and the amount of the payment will be based on the
holder's pro rata share of the amount due and owing on all of the Preferred
Securities. The Company has waived any right or remedy to require that any such
action be brought first against the Trust or any other person or entity before
proceeding directly against the Company. The record holder in the case of the
issuance of one or more global Preferred Securities certificates will be The
Depository Trust Company acting at the direction of the beneficial owners of the
Preferred Securities. If the Company were to default on its obligation to pay
amounts payable on the Subordinated Debentures, the Trust would lack available
funds for the payment of distributions or amounts payable on redemption of the
Preferred Securities or otherwise, and, in such event, holders of the Preferred
Securities would not be able to rely upon the Trust Guarantee for payment of
such amounts. Instead, holders of the Preferred Securities would rely on the
enforcement (i) by the Property Trustee of its rights as registered holder of
the Subordinated Debentures against the Company pursuant to the terms of the
Subordinated Debentures or (ii) by such holder of the holder's rights against
the Company to enforce payments on the Subordinated Debentures. See "Description
of the Subordinated Debentures -- Indenture Events of Default" and "Effect of
Obligations Under the Subordinated Debentures and the Trust Guarantee" in this
Prospectus Supplement and "Description of Trust Guarantees" in the accompanying
Prospectus. The Declaration (as defined herein) provides that each holder of
Preferred Securities, by acceptance thereof, agrees to the provisions of the
Trust Guarantee and the Indenture.
ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF THE PREFERRED SECURITIES
If a Declaration Event of Default (as defined herein) occurs and is
continuing, then the holders of Preferred Securities would rely on the
enforcement by the Property Trustee of its rights as a holder of the
Subordinated Debentures against the Company. In addition, the holders of a
majority in liquidation amount of the Preferred Securities will have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Property Trustee or to direct the exercise of any trust or
power conferred upon the Property Trustee under the Declaration, including the
right to direct the Property Trustee to exercise the remedies available to it as
a holder of the Subordinated Debentures. If the Property Trustee fails to
enforce its rights with respect to the Subordinated Debentures held by the
Trust, any record holder of Preferred Securities may institute legal proceedings
directly against the Company to enforce the Property Trustee's rights under such
Subordinated Debentures without first instituting any legal proceedings against
such Property Trustee or any other person or entity. Notwithstanding the
foregoing, if an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Company to pay
interest or principal on the Subordinated Debentures issued to the Trust on the
date such interest or principal is otherwise payable, then a record holder of
Preferred Securities may institute a proceeding directly against the Company for
enforcement of payment to the record holder of the Preferred Securities of the
principal of or interest on the Subordinated Debentures on or after the
respective due dates specified in the Subordinated Debentures, and the amount of
the payment will be based on the holder's pro rata share of the amount due and
owing on all of the Preferred Securities. The record holder in the case of the
issuance of one or more global Preferred Securities certificates will be The
Depository Trust Company acting at the direction of the beneficial owners of the
Preferred Securities. The holders of Preferred Securities will not be able to
exercise directly any other remedy available to the holders of the Subordinated
Debentures unless the Property Trustee fails to do so. See "Description of the
Preferred Securities -- Declaration Events of Default" and "Description of the
Subordinated Debentures -- Indenture Events of Default."
S-5
<PAGE> 6
THE TRUST DISTRIBUTIONS DEPENDENT ON THE COMPANY'S PAYMENTS ON SUBORDINATED
DEBENTURES
The Trust's ability to make distributions and other payments on the
Preferred Securities is solely dependent upon the Company making interest and
other payments on the Subordinated Debentures. If the Company were not to make
payments on the Subordinated Debentures for any reason, including as a result of
the Company's election to defer the payment of interest on the Subordinated
Debentures by extending the interest payment period on the Subordinated
Debentures or as a result of the Company's election to extend the maturity of
the Subordinated Debentures, the Trust will not make payments on the Trust
Securities. In such an event, holders of the Preferred Securities would not be
able to rely on the Trust Guarantee since distributions and other payments on
the Preferred Securities are subject to such Trust Guarantee only if and to the
extent that the Trust has funds available therefor. Holders of the Preferred
Securities have the right to proceed first and directly against the Company to
enforce the Company's obligations to make payments under the Trust Guarantee.
However, if the Trust's failure to make distributions on the Preferred
Securities is a consequence of the Company's exercise of its right to extend the
interest payment period for the Subordinated Debentures, the Trust Guarantee
does not provide that any payment shall be made on the Preferred Securities. See
"Description of Trust Guarantees -- General" in the accompanying Prospectus.
OPTION TO EXTEND INTEREST PAYMENT PERIOD OR CHANGE MATURITY DATE
The Company has the right under the Indenture to (a) defer payments of
interest on the Subordinated Debentures by extending the interest payment period
at any time, and from time to time, on the Subordinated Debentures or (b) to
extend the maturity date of the Subordinated Debentures. See "Description of the
Subordinated Debentures -- Option to Change Scheduled Maturity Date" and
"Description of the Subordinated Debentures -- Option to Extend Interest Payment
Period." As a consequence of an extension of the interest payment period,
quarterly distributions on the Preferred Securities would be deferred (but
despite such deferral, to the extent permitted by law, would continue to accrue
with interest thereon compounded quarterly) by the Trust during any such
Extension Period. Such right to extend the interest payment period for the
Subordinated Debentures is limited at any time to a period not exceeding 20
consecutive quarters, provided that no Extension Period may extend beyond the
Maturity Date (as defined herein) of the Subordinated Debentures. In the event
that the Company exercises this right to defer interest payments, then, prior to
the payment of all accrued interest on outstanding Subordinated Debentures, (a)
the Company shall not declare or pay dividends on, or make a distribution with
respect to, or redeem, purchase or acquire, or make a liquidation payment with
respect to, any of its capital stock, (b) the Company shall not make any payment
of interest, principal or premium, if any, on or repay, repurchase or redeem any
debt securities issued by the Company that rank pari passu with or junior to the
Subordinated Debentures and (c) the Company shall not make guarantee payments
with respect to the foregoing (other than pursuant to the Trust Guarantee);
provided, however, that the restriction in clause (a) above does not apply to
(i) any stock dividends paid by the Company where the dividend stock is the same
stock as that on which the dividend is being paid or (ii) purchases or
acquisitions of shares of Company Common Stock in connection with the
satisfaction by the Company of its obligations under any employee benefit plans.
Prior to the termination of any such Extension Period, the Company may further
extend the interest payment period; provided that such Extension Period,
together with all such previous and further extensions thereof, may not exceed
20 consecutive quarters or extend beyond the Maturity Date of the Subordinated
Debentures. Upon the termination of any Extension Period and the payment of all
amounts then due, the Company may commence a new Extension Period, subject to
the above requirements. Consequently, there could be multiple Extension Periods
of varying lengths prior to the Maturity Date of the Subordinated Debentures.
See "Description of the Preferred Securities -- Distributions" and "Description
of the Subordinated Debentures -- Option to Extend Interest Payment Period."
TAX CONSEQUENCES OF EXTENSION OF INTEREST PAYMENT PERIOD
Should the Company exercise its right to defer payments of interest by
extending the interest payment period, each holder of Preferred Securities will
accrue income (as original issue discount ("OID")) in respect of the deferred
interest allocable to its Preferred Securities for United States federal income
tax purposes. Such income will be allocated but not distributed to holders of
the Preferred Securities. As a result, each such
S-6
<PAGE> 7
holder of the Preferred Securities will recognize income for United States
federal income tax purposes in advance of the receipt of cash and will not
receive the cash from the Trust related to such income if such holder disposes
of its Preferred Securities prior to the record date for the date on which
distributions of such amounts are made. The Company has no current intention of
exercising its right to defer payments of interest by extending the interest
payment period on the Subordinated Debentures. However, should the Company
determine to exercise such right in the future, the market price of the
Preferred Securities is likely to be adversely affected. A holder that disposes
of its Preferred Securities during an Extension Period, therefore, might not
receive the same return on its investment as a holder that continues to hold its
Preferred Securities. In addition, as a result of the existence of the Company's
right to defer interest payments, the market price of the Preferred Securities
(which represent an undivided beneficial interest in the Subordinated
Debentures) may be more volatile than other securities on which OID accrues that
do not have such rights. See "United States Federal Income Taxation -- Original
Issue Discount."
SPECIAL EVENT REDEMPTION
Upon the occurrence of a Special Event (as defined herein), the Company
shall have the right, subject to the receipt of any consent required by the
terms of any indebtedness of the Company which may be outstanding from time to
time, including under the Credit Agreement or the Bridge Facility, to redeem the
Subordinated Debentures, in whole (but not in part), in which event the Trust
will redeem the Trust Securities on a pro rata basis to the same extent as the
Subordinated Debentures are redeemed by the Company. See "Description of the
Preferred Securities -- Special Event Redemption" and "The Company -- Senior
Credit Facilities."
DISTRIBUTION OF THE SUBORDINATED DEBENTURES
At any time, subject to the receipt of any consent required by the terms of
any indebtedness of the Company which may be outstanding from time to time,
including under the Credit Agreement or the Bridge Facility, the Company will
have the right to terminate the Trust and, after satisfaction of the liabilities
of creditors of the Trust as provided by applicable law, cause the Subordinated
Debentures to be distributed to the holders of the Preferred Securities in
liquidation of the Trust. Under current United States federal income tax law and
interpretation and assuming, as expected, the Trust is treated as a grantor
trust, a distribution of the Subordinated Debentures should not be a taxable
event to holders of the Preferred Securities. Should there be a change in law, a
change in legal interpretation, a Special Event or other circumstances, however,
the distribution could be a taxable event to the holders of the Preferred
Securities. In addition, a dissolution of the Trust in which holders of the
Preferred Securities receive cash would be a taxable event to such holders. See
"United States Federal Income Taxation -- Receipt of Subordinated Debentures or
Cash Upon Liquidation of the Trust."
If the Company elects to liquidate the Trust and thereby causes the
Subordinated Debentures to be distributed to holders of the Preferred Securities
in liquidation of the Trust, the Company shall have the right to shorten the
maturity of such Subordinated Debentures to a date not earlier than November 19,
2001, subject to the receipt of any consent required by the terms of any
indebtedness of the Company which may be outstanding from time to time,
including under the Credit Agreement or the Bridge Facility, or extend the
maturity of such Subordinated Debentures to a date which is not later than the
earlier of (i) November 30, 2045 or (ii) the Interest Deduction Date, provided
that it can extend the maturity only if certain conditions are met. See
"Description of the Subordinated Debentures -- Option to Change Scheduled
Maturity Date" and "The Company -- Senior Credit Facilities."
There can be no assurance as to the market prices for the Preferred
Securities or the Subordinated Debentures that may be distributed in exchange
for Preferred Securities if a dissolution or liquidation of the Trust were to
occur. Accordingly, the Preferred Securities that an investor may purchase,
whether pursuant to the offer made hereby or in the secondary market, or the
Subordinated Debentures that a holder of Preferred Securities may receive on
dissolution and liquidation of the Trust, may trade at a discount to the price
that the investor paid to purchase the Preferred Securities offered hereby. In
addition, because the Company has the right to shorten or extend the maturity of
the Subordinated Debentures upon the termination of the Trust and the
distribution of the Subordinated Debentures to the holders of the Preferred
Securities, there can be no
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<PAGE> 8
assurance that the Company will not exercise its option to change the maturity
of the Subordinated Debentures upon such an event, subject to the receipt of any
consent required by the terms of any indebtedness of the Company which may be
outstanding from time to time, including under the Credit Agreement or the
Bridge Facility. Because holders of Preferred Securities may receive
Subordinated Debentures upon any election by the Company to liquidate the Trust
and cause the Subordinated Debentures to be distributed to the holders of the
Preferred Securities, prospective purchasers of Preferred Securities are also
making an investment decision with regard to the Subordinated Debentures and
should review carefully all the information regarding the Subordinated
Debentures and the Company contained herein and in the accompanying Prospectus.
See "Description of the Preferred Securities -- Distribution of the Subordinated
Debentures" and "Description of the Subordinated Debentures" and "The Company --
Senior Credit Facilities."
PROPOSED TAX LAW CHANGES
On March 19, 1996, the Revenue Reconciliation Bill of 1996 (the "Bill"),
the revenue portion of President Clinton's budget proposal, was released. The
Bill would, among other things, generally deny interest deductions for interest
on an instrument, issued by a corporation, that has a maximum weighted average
maturity of more than 40 years. The Bill would also generally deny interest
deductions for interest on an instrument, issued by a corporation, that has a
maximum term of more than 20 years and that is not shown as indebtedness on the
separate balance sheet of the issuer or, where the instrument is issued to a
related party (other than a corporation), where the holder or some other related
party issues a related instrument that is not shown as indebtedness on the
issuer's consolidated balance sheet. For purposes of determining the weighted
average maturity or the term of an instrument, any right to extend would be
treated as exercised. The above-described provisions of the Bill were proposed
to be effective generally for instruments issued on or after December 7, 1995.
However, on March 29, 1996, the Chairmen of the Senate Finance and House Ways
and Means Committees issued a joint statement to the effect that it was their
intention that the effective date of the President's legislative proposals, if
adopted, will be no earlier than the date of appropriate Congressional action.
In addition, subsequent to the publication of the joint statement, Senator
Daniel Patrick Moynihan and Representatives Sam M. Gibbons and Charles B. Rangel
wrote letters to Treasury Department officials concurring with the views
expressed in the joint statement. Under current law, the Company will be able to
deduct interest on the Subordinated Debentures. The terms of the Subordinated
Debentures limit the right to extend the maturity of the Subordinated Debentures
to a date which is six months shorter than any legislative limit on the length
of debt securities for which interest is deductible. The Company believes this
will allow it an interest deduction if the 40-year weighted average maturity
component of the Bill is enacted. However, if the provision of the Bill
regarding a 20-year term is enacted with retroactive effect with regard to the
Subordinated Debentures, the Company will not be entitled to an interest
deduction with respect to the Subordinated Debentures. There can be no assurance
that current or future legislative proposals or final legislation will not
affect the ability of the Company to deduct interest on the Subordinated
Debentures, giving rise to a Tax Event (as defined below) which would permit the
Company to cause, subject to the receipt of any consent required by the terms of
any indebtedness of the Company which may be outstanding from time to time,
including under the Credit Agreement or the Bridge Facility, the redemption of
the Preferred Securities prior to November 19, 2001 (the first date on which the
Company would otherwise be able to cause a redemption of the Preferred
Securities). See "Description of the Preferred Securities -- Special Event
Redemption," "United States Federal Income Taxation" and "The Company -- Senior
Credit Facilities."
PREPAYMENT CONSIDERATIONS; OPTION TO CHANGE SCHEDULED MATURITY DATE
At the option of the Company, subject to the receipt of any consent
required by the terms of any indebtedness of the Company which may be
outstanding from time to time, including under the Credit Agreement or the
Bridge Facility, the Subordinated Debentures may be redeemed, in whole or in
part, at any time on or after November 19, 2001, at a redemption price equal to
100% of the principal amount to be redeemed plus any accrued and unpaid interest
to the redemption date. See "Description of the Subordinated Debentures --
Optional Redemption." Investors in the Preferred Securities should assume that
the Company will exercise its redemption option if the Company is able to
refinance at a lower interest rate or it is otherwise in the interest of the
Company to redeem the Subordinated Debentures. If Subordinated Debentures are
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<PAGE> 9
redeemed, the Trust must redeem Trust Securities having an aggregate liquidation
amount equal to the aggregate principal amount of Subordinated Debentures so
redeemed. See "Description of the Preferred Securities -- Mandatory Redemption"
and "The Company -- Senior Credit Facilities."
The Company also has the option to extend the maturity date of the
Subordinated Debentures for one or more periods, but in no event to a date later
than the earlier of (i) November 30, 2045 or (ii) the Interest Deduction Date,
provided certain financial conditions are met. See "Description of the
Subordinated Debentures -- Option to Change Scheduled Maturity Date." Investors
in the Preferred Securities should assume that the Company will exercise its
option to extend the term if the Company is unable to refinance at a lower
interest rate or it is otherwise in the interest of the Company to defer the
maturity of the Subordinated Debentures. The Preferred Securities will not be
redeemed until the Subordinated Debentures have been repaid or redeemed. See
"Description of the Preferred Securities -- Mandatory Redemption."
LIMITED VOTING RIGHTS
Holders of Preferred Securities will have only limited voting rights
primarily in connection with directing the activities of the Property Trustee as
the holder of the Subordinated Debentures. Such holders will not be entitled to
vote to appoint, remove or replace, or to increase or decrease the number of,
Conseco Trustees (as defined herein), which voting rights are vested exclusively
in the holder of the Common Securities. See "Description of Preferred Securities
- -- Voting Rights."
TRADING PRICE
The Preferred Securities may trade at a price that does not fully reflect
the value of accrued but unpaid interest with respect to the underlying
Subordinated Debentures. If the Company exercises its option to defer payments
of interest, the Subordinated Debentures will become and remain OID instruments.
In that event, a holder who disposes of Preferred Securities between record
dates for payments of distributions thereon will be required to include in such
holders' gross income, as ordinary interest income, such holder's pro rata share
of OID on the Subordinated Debentures accrued through the date of disposition,
and to add such amount to the holder's adjusted tax basis in its pro rata share
of the underlying Subordinated Debentures deemed disposed of. To the extent the
selling price is less than the holder's adjusted tax basis (which will include,
in the form of OID, all accrued but unpaid interest), a holder will recognize a
capital loss. Subject to certain limited exceptions, capital losses cannot be
applied to offset ordinary income for United States federal income tax purposes.
See "United States Federal Income Taxation -- Original Issue Discount" and
"United States Federal Income Taxation -- Sales of Preferred Securities."
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<PAGE> 10
CONSECO FINANCING TRUST I
GENERAL
The Trust is a statutory business trust formed under Delaware law pursuant
to (i) a declaration of trust, executed by the Company, as sponsor (the
"Sponsor"), and the trustees of the Trust (the "Conseco Trustees"), and (ii) the
filing of a certificate of trust with the Secretary of State of the State of
Delaware on October 28, 1996. Such declaration will be amended and restated in
its entirety (as so amended and restated, the "Declaration") substantially in
the form filed as an exhibit to the Registration Statement of which this
Prospectus Supplement and the accompanying Prospectus form a part. The
Declaration will be qualified as an indenture under the Trust Indenture Act.
Upon issuance of the Preferred Securities, the purchasers thereof will own all
of the Preferred Securities. See "Description of the Preferred Securities --
Book-Entry Only Issuance -- The Depository Trust Company." The Company will
directly or indirectly acquire Common Securities in an aggregate liquidation
amount equal to at least 3% of the total capital of the Trust and will own all
of the issued and outstanding Common Securities. The Trust exists for the
exclusive purposes of (i) issuing the Trust Securities representing undivided
beneficial interests in the assets of the Trust, (ii) investing the gross
proceeds of the Trust Securities in the Subordinated Debentures and (iii)
engaging in only those other activities necessary, appropriate, convenient or
incidental thereto. The Trust has a term of approximately 55 years, but may be
terminated earlier as provided in the Declaration.
Pursuant to the Declaration, the number of Conseco Trustees will initially
be five. Three of the Conseco Trustees (the "Regular Trustees") will be persons
who are employees or officers of or who are affiliated with the Company. The
fourth trustee will be a financial institution unaffiliated with the Company
that will serve as property trustee under the Declaration and as indenture
trustee for the purposes of the Trust Indenture Act (the "Property Trustee").
The fifth trustee will be a natural person who is a resident of the State of
Delaware or a legal entity which maintains its principal place of business in
the State of Delaware and meets the requirements of applicable law (the
"Delaware Trustee"). Fleet National Bank will act as the Property Trustee and
First Union Bank of Delaware will act as the Delaware Trustee, in each case
until removed or replaced by the holder of the Common Securities. For purposes
of compliance with the provisions of the Trust Indenture Act, Fleet National
Bank will also act as indenture trustee under the Trust Guarantee (the
"Preferred Securities Guarantee Trustee"). See "Description of Trust Guarantees"
in the accompanying Prospectus.
The Property Trustee will hold title to the Subordinated Debentures for the
benefit of the Trust and the holders of the Trust Securities and, so long as the
Subordinated Debentures are held by the Trust, the Property Trustee will have
the power to exercise all rights, powers, and privileges of a holder of
Subordinated Debentures under the Indenture. In addition, the Property Trustee
will maintain exclusive control of a segregated non-interest bearing bank
account (the "Property Account") to hold all payments made in respect of the
Subordinated Debentures for the benefit of the holders of the Trust Securities.
The Property Trustee will make payments of distributions and payments on
liquidation, redemption and otherwise to the holders of the Trust Securities out
of funds from the Property Account. The Preferred Securities Guarantee Trustee
will hold the Trust Guarantee for the benefit of the holders of the Preferred
Securities. The Company, as the direct or indirect holder of all the Common
Securities, will have the right to appoint, remove or replace any Conseco
Trustee (subject to the limitations set forth in the Declaration) and to
increase or decrease the number of Conseco Trustees. The Company will pay all
fees, expenses, debts and obligations (other than with respect to the Trust
Securities) related to the Trust and the offering of the Trust Securities. See
"Description of the Preferred Securities."
The rights of the holders of the Preferred Securities, including economic
rights, rights to information and voting rights, are set forth in the
Declaration, the Delaware Business Trust Act, as amended (the "Trust Act"), the
Indenture and the Trust Indenture Act. See "Description of the Preferred
Securities."
ACCOUNTING TREATMENT
The financial statements of the Trust will be reflected in the Company's
consolidated financial statements, with the Preferred Securities shown as
Company-obligated mandatorily redeemable preferred securities of a subsidiary
trust under minority interest in consolidated subsidiaries. In a footnote to the
Company's audited financial statements there will be included a statement that
the Trust is wholly-owned by the Company and that the sole asset of the Trust is
the Subordinated Debentures (indicating the principal amount, interest rate and
maturity date thereof). See "Capitalization" and "Unaudited Pro Forma
Consolidated Financial Statements of the Company."
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<PAGE> 11
CAPITALIZATION
The following table sets forth the June 30, 1996 unaudited capitalization
of the Company as reported, pro forma before the offering of the Preferred
Securities and the application of the net proceeds therefrom (the "Offering"),
pro forma for the Offering and pro forma for the Offering and other planned
transactions. See "Use of Proceeds." The unaudited capitalization of the Company
at June 30, 1996 in the column headed "Pro forma before the Offering" reflects
the application of certain pro forma adjustments for the following transactions,
all of which have already occurred: (1) the merger (the "LPG Merger") of a
subsidiary of the Company with and into Life Partners Group, Inc. ("LPG")
completed on August 2, 1996; (2) the call for redemption of the Series D
Convertible Preferred Stock of the Company (the "Series D Call") completed on
September 26, 1996; and (3) the acquisition of all of the outstanding common
stock of American Life Holdings, Inc. ("ALH"), not previously owned by the
Company or its affiliates, and related transactions (the "ALH Transaction")
completed on September 30, 1996. The unaudited capitalization of the Company at
June 30, 1996 in the column headed "Pro forma for the Offering" reflects further
adjustments as if the Offering had occurred on June 30, 1996. The unaudited
capitalization of the Company at June 30, 1996 in the column headed "Pro forma
for the Offering and other planned transactions" reflects further adjustments as
if the following additional planned transactions had occurred on June 30, 1996:
(1) the issuance of an additional $225.0 million aggregate liquidation amount of
Preferred Securities (the "Additional Offering"); (2) the merger (the "ATC
Merger") of American Travellers Corporation ("ATC") with and into the Company;
(3) the acquisition of all of the outstanding common stock of Bankers Life
Holding Corporation ("BLH") not previously owned by the Company and related
transactions (the "BLH Transaction"); (4) the merger (the "CAF Merger") of a
subsidiary of the Company with and into Capitol American Financial Corporation
("CAF"); and (5) the merger (the "THI Merger") of Transport Holdings Inc.
("THI") with and into the Company. This table should be read in conjunction with
(i) the Company's consolidated financial statements and the notes thereto
incorporated by reference herein and (ii) the unaudited pro forma consolidated
balance sheet of the Company for the six months ended June 30, 1996 included
herein. See "Incorporation of Certain Documents by Reference" herein and in the
accompanying Prospectus and "Unaudited Pro Forma Consolidated Financial
Statements of the Company."
<TABLE>
<CAPTION>
JUNE 30, 1996
------------------------------------------------------
PRO FORMA
PRO FORMA FOR THE
BEFORE PRO FORMA OFFERING AND
AS THE FOR THE OTHER PLANNED
REPORTED OFFERING OFFERING TRANSACTIONS
-------- --------- --------- -------------
<S> <C> <C> <C> <C>
(DOLLARS IN MILLIONS)
LONG-TERM DEBT:
Notes payable of Conseco............................... $ 670.0 $1,198.5 $ 933.0 $ 2,032.2
Notes payable of Partnership II entities, not direct
obligations of Conseco............................... 281.6 -- -- --
Notes payable of Bankers Life Holding Corporation, not
direct obligations of Conseco........................ 297.9 437.9 437.9 --
-------- -------- -------- -----------
Total long-term debt................................. 1,249.5 1,636.4 1,370.9 2,032.2
Minority interest in consolidated subsidiaries:
Company-obligated mandatorily redeemable preferred
securities of subsidiary trusts (1)................ -- -- 275.0 500.0
Preferred stock...................................... 111.4 93.2 93.2 93.2
Common stock......................................... 180.9 57.5 57.5 --
-------- -------- -------- -----------
SHAREHOLDERS' EQUITY:
7% PRIDES, convertible preferred stock, no par value;
4,370,000 shares authorized; 4,369,700 shares
outstanding.......................................... 267.1 267.1 267.1 267.1
Series D Cumulative Convertible Preferred Stock, no par
value; 20,000,000 shares authorized, shares
outstanding: 5,387,795 as reported................... 269.4 -- -- --
Common stock and additional paid-in capital, no par
value, 500,000,000 shares authorized, shares
outstanding: 41,866,624 as reported; 66,934,458 pro
forma before the Offering and for the Offering;
89,744,875 pro forma for the Offering and other
planned transactions................................. 183.4 1,040.9 1,031.4 2,118.4
Unrealized depreciation of securities, net of deferred
income taxes......................................... (55.7) (56.1) (56.1) (56.1)
Retained earnings...................................... 612.7 640.0 640.0 640.0
-------- -------- -------- -----------
Total shareholders' equity........................... 1,276.9 1,891.9 1,882.4 2,969.4
-------- -------- -------- -----------
Total capitalization............................... $2,818.7 $3,679.0 $3,679.0 $ 5,594.8
======== ======== ======== ===========
</TABLE>
- ---------------
(1) Subsequent to the completion of the Offering, the assets of the Trust will
consist solely of approximately $283.6 million in principal amount of the
Subordinated Debentures of the Company with an interest rate of 9.16% and a
maturity date of November 30, 2026.
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<PAGE> 12
RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth the Company's ratios of earnings to fixed
charges and earnings to fixed charges and preferred stock dividends for each of
the five years ended December 31, 1995, and for the six-month periods ended June
30, 1995 and 1996:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------------------------- --------------
1991 1992 1993 1994 1995 1995 1996
----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges
(1)............................. 1.32X 1.54X 2.19X 2.26X 1.57X 1.57X 1.62X
Ratio of earnings to fixed
charges, excluding interest on
annuities and financial products
(1) (2)......................... 3.41X 6.24X 8.85X 4.55X 3.80X 3.90X 4.31X
Ratio of earnings to fixed charges
and preferred stock dividends... 1.30X 1.50X 2.04X 1.95X 1.50X 1.51X 1.47X
Ratio of earnings to fixed charges
and preferred stock dividends,
excluding interest on annuities
and financial products (2)...... 2.99X 5.09X 6.00X 3.14X 3.06X 3.20X 2.80X
</TABLE>
- ---------------
(1) Excludes preferred stock dividends.
(2) Excludes interest credited to annuity and financial products of $576.7
million, $506.8 million, $408.5 million, $134.7 million and $585.4 million
for the years ended December 31, 1991, 1992, 1993, 1994 and 1995,
respectively, and $282.5 million and $289.7 million for the six months
ended June 30, 1995 and 1996, respectively.
USE OF PROCEEDS
The proceeds from the sale of the Preferred Securities will be invested by
the Trust in Subordinated Debentures of the Company issued pursuant to the
Indenture described herein. The Company intends to use substantially all of the
net proceeds from the Subordinated Debentures to reduce its indebtedness under
the Company's $500 million credit facility (the "Credit Agreement"). As of the
date of this Prospectus Supplement, the principal amount outstanding under the
Credit Agreement was $460 million and the weighted average interest rate of
borrowings under the Credit Agreement was 6.01 percent. The principal amount
outstanding under the Credit Agreement is due in 2001. Any net proceeds not used
by the Company to reduce bank indebtedness will be used for general corporate
purposes. For additional information concerning the Company's credit facilities,
see "The Company -- Senior Credit Facilities."
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<PAGE> 13
THE COMPANY
BACKGROUND
The Company is a financial services holding company engaged primarily in
the development, marketing and administration of annuity, individual health
insurance and individual life insurance products. The Company's earnings result
primarily from operating life insurance companies and providing investment
management, administrative and other fee-based services to affiliated businesses
as well as non-affiliates. The Company's operating strategy is to consolidate
and streamline management and administrative functions, to realize superior
investment returns through active asset management and to focus resources on the
development and expansion of profitable products and strong distribution
channels.
On August 2, 1996, the Company completed the LPG Merger and LPG became a
wholly-owned subsidiary of Conseco. A total of 16.3 million shares of Company
Common Stock were issued in connection with the LPG Merger, and the Company
assumed notes payable of LPG of $249.5 million. The subsidiaries of LPG sell a
diverse portfolio of universal life insurance and, to a lesser extent, annuity
products to individuals.
On September 30, 1996, the Company completed the acquisition of the common
shares of ALH not already owned by the Company or its affiliates for
approximately $165 million in cash. ALH is a provider of retirement savings
annuities. ALH has been included in the Company's consolidated financial
statements since September 1994, when it was acquired by Conseco Capital
Partners II, L.P. The Company now holds 59.2 percent of the outstanding common
shares of ALH and BLH holds the remaining 40.8 percent of such shares.
The Company currently holds ownership interests in the following life
insurance businesses: (1) BLH, a New York Stock Exchange listed company in which
Conseco currently holds a 90.5 percent ownership interest (and which is the
parent company of Bankers Life and Casualty Company); (2) ALH, formerly The
Statesman Group, Inc.; (3) Great American Reserve Insurance Company ("Great
American Reserve") and Beneficial Standard Life Insurance Company ("Beneficial
Standard"), in which the Company has had an ownership interest since their
acquisition by Conseco Capital Partners, L.P. ("Partnership I") in 1990 and
1991, respectively, and which became wholly-owned subsidiaries of the Company in
August 1995; (4) the subsidiaries of LPG, which are now wholly-owned
subsidiaries of the Company, including Philadelphia Life Insurance Company
("Philadelphia Life"), Massachusetts General Life Insurance Company
("Massachusetts General Life") and Lamar Life Insurance Company ("Lamar Life");
and (5) Bankers National Life Insurance Company ("Bankers National"), National
Fidelity Life Insurance Company ("National Fidelity") and Lincoln American Life
Insurance Company ("Lincoln American"), all of which are wholly-owned by the
Company and which have profitable blocks of in-force business, although new
product sales are currently not being pursued. BLH and its subsidiaries are
collectively referred to hereinafter as BLH.
The Company has entered into (1) an Agreement and Plan of Merger with ATC
(the "ATC Merger Agreement") pursuant to which ATC will be merged with and into
the Company, with each share of ATC Common Stock converted into the right to
receive a fraction of a share of Company Common Stock having a value between
$32.00 and $35.03 per share, (2) an Agreement and Plan of Merger with CAF (the
"CAF Merger Agreement") pursuant to which CAF will become a wholly-owned
subsidiary of the Company, with each share of CAF Common Stock converted into
the right to receive $30.00 in cash and a fraction of a share of Company Common
Stock having a value of $6.50 and (3) an Agreement and Plan of Merger with THI
(the "THI Merger Agreement") pursuant to which THI will be merged with and into
the Company, with each share of THI Common Stock converted into the right to
receive between 1.40 and 1.83 shares of Company Common Stock. The Company has
also announced that it intends to acquire the shares of common stock ("BLH
Common Stock") of BLH which the Company does not own in a merger in which each
share of BLH Common Stock would be converted into the right to receive a
fraction of a share of Company Common Stock having a value of $25.00 per share.
Although no assurances can be given, the Company expects that these transactions
will be consummated in the fourth quarter of 1996. None of the pending
acquisitions is conditioned upon consummation by the Company of any of the other
pending acquisitions. See "-- Pending Acquisitions by the Company" and "Pending
Acquisitions by the Company."
The Company's executive offices are located at 11825 North Pennsylvania
Street, Carmel, Indiana 46032 and the telephone number is (317) 817-6100. For
additional information concerning the Company, see the
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<PAGE> 14
Company's Annual Report on Form 10-K for the year ended December 31, 1995 (the
"Company's Annual Report") and other documents filed with the Commission and
listed under "Incorporation of Certain Documents by Reference" in the
accompanying Prospectus and "-- Selected Historical Financial Information of the
Company."
INSURANCE OPERATIONS
The Company's insurance operations are conducted through three segments:
(1) senior market operations, consisting of the activities of BLH; (2) annuity
operations, consisting of the activities of Great American Reserve, Beneficial
Standard and ALH; and (3) life insurance operations, consisting of the
activities of Philadelphia Life, Massachusetts General Life and Lamar Life, as
well as National Fidelity, Bankers National and Lincoln American.
Senior Market Operations. BLH, with total assets of approximately $4.9
billion at June 30, 1996, markets health and life insurance and annuity products
primarily to senior citizens through approximately 200 branch offices and
approximately 3,200 career agents. Most of BLH's agents sell only BLH policies.
Approximately 56 percent of the $1,513.8 million of total premiums and annuity
deposits collected by BLH in 1995 (and approximately 59 percent of the $757.9
million of total premiums and annuity deposits collected in the first six months
of 1996) was from the sale of individual health insurance products, principally
Medicare supplement and long-term care policies. BLH believes that its success
in the individual health insurance market is attributable in large part to its
career agency force, which permits one-on-one contacts with potential
policyholders and builds loyalty to BLH among existing policyholders. Its
efficient and highly automated claims processing system is designed to
complement its personalized marketing strategy by stressing prompt payment of
claims and rapid response to policyholder inquiries. For additional information
concerning BLH, see the Company's Annual Report and other documents filed with
the Commission and listed under "Incorporation of Certain Documents by
Reference" in the accompanying Prospectus and "-- Selected Historical Financial
Information of the Company."
Annuity Operations. The annuity companies (Great American Reserve and
Beneficial Standard), with total assets of approximately $5.5 billion at June
30, 1996, market, issue and administer annuity, life and employee
benefit-related insurance products through two cost-effective distribution
channels: (1) approximately 3,000 educator market specialists, who sell
tax-qualified annuities and certain employee benefit-related insurance products
primarily to school teachers and administrators; and (2) 9,000 professional
independent producers, who sell various annuity and life insurance products
aimed primarily at the retirement market. Approximately 87 percent of the $709.8
million of total premiums and annuity deposits collected by the annuity
companies in 1995 (and approximately 88 percent of the $347.5 million of total
premiums and annuity deposits collected in the first six months of 1996) was
from the sale of annuity products. This segment will include ALH beginning with
its acquisition in the third quarter of 1996. ALH, with total assets of
approximately $6.1 billion at June 30, 1996, is engaged primarily in the
development, marketing, underwriting, issuance and administration of annuity and
life insurance products. ALH markets these products through a general agency and
insurance brokerage system comprised of approximately 25,000 independent
licensed agents. Approximately 91 percent of the $825.6 million of total
premiums and annuity deposits collected by ALH in 1995 (and approximately 91
percent of the $358.7 million of total premiums and annuity deposits collected
in the first six months of 1996) was from the sale of deferred annuities. For
additional information concerning ALH, see the Company's Annual Report and other
documents filed with the Commission and listed under "Incorporation of Certain
Documents by Reference" in the accompanying Prospectus and "-- Selected
Historical Financial Information of the Company."
Life Insurance Operations. Life insurance operations include the activities
of Philadelphia Life, Massachusetts General Life and Lamar Life, wholly-owned
subsidiaries of LPG, beginning with the acquisition of LPG in the third quarter
of 1996. These companies distribute universal life insurance products using two
primary marketing systems, the client company system and the regional director
system, comprising a total of approximately 25,000 professional independent
producers. Approximately 74 percent of the $497.3 million of total insurance
premiums and annuity deposits collected by LPG in 1995 (and approximately 72
percent of the $280.1 million of total insurance premiums and annuity deposits
collected in the first six months of 1996) was from the sale of life insurance
products, primarily universal life insurance. Segment activities also include
the Company's other wholly owned life insurance subsidiaries--Bankers National
Life,
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<PAGE> 15
National Fidelity Life and Lincoln American Life--which have profitable in-force
blocks of annuity and life products, but do not currently market their products
to new customers. For additional information concerning LPG, see LPG's Annual
Report on Form 10-K for the year ended December 31, 1995 ("LPG's Annual Report")
and other documents filed with the Commission and listed herein under
"Incorporation of Certain Documents by Reference" and "-- Selected Historical
Financial Information of LPG."
FEE-BASED OPERATIONS
The Company's subsidiaries provide various services to affiliated and
unaffiliated clients. Conseco Capital Management, Inc. managed approximately $28
billion of invested assets at June 30, 1996 including $17.2 billion of assets of
affiliated companies. Marketing Distribution Systems Consulting Group, Inc.
provides marketing services to financial institutions related to the
distribution of insurance and investment products. Conseco Risk Management, Inc.
distributes property and casualty insurance products as an independent agency.
Conseco Mortgage Capital, Inc. originates and services mortgages. Total fees
from affiliates and nonaffiliated clients were $69.2 million and $54.3 million
for 1995 and the first six months of 1996, respectively. To the extent that
these services are provided to entities that are included in the financial
statements on a consolidated basis, the intercompany fees are eliminated in
consolidation. Earnings in this segment increase when the Company adds new
clients (either affiliated or unaffiliated) and when the Company increases the
fee-producing activities conducted for clients. Effective January 1, 1996, the
Company's subsidiaries entered into new service agreements with the Company's
service subsidiaries. Such new agreements had the effect of increasing revenues
from fee-based operations by $21.9 million in the first six months of 1996, but
had no effect on consolidated net income.
In addition to the Company's fee-based operations, Conseco Private Capital
Group, Inc. makes direct strategic investments in growing companies, providing
these firms with the capital or financing they need to continue their growth,
make acquisitions or realize the potential of their businesses.
PENDING ACQUISITIONS BY THE COMPANY
American Travellers Corporation. On August 25, 1996, the Company and ATC
entered into the ATC Merger Agreement providing for the ATC Merger. Under the
ATC Merger Agreement, each of the approximately 18.0 million issued and
outstanding shares of ATC Common Stock would be converted into the right to
receive a fraction of a share of Company Common Stock having a value between
$32.00 and $35.03, calculated as follows: (1) if the Company Share Price (as
defined herein) is greater than or equal to $42.25 per share and less than or
equal to $46.25 per share, .7574 of a share of Company Common Stock, (2) if the
Company Share Price is less than $42.25 per share, the fraction (rounded to the
nearest ten-thousandth) of a share of Company Common Stock determined by
dividing $32.00 by the Company Share Price or (3) if the Company Share Price is
greater than $46.25 per share, the fraction (rounded to the nearest
ten-thousandth) of a share of Company Common Stock determined by dividing $35.03
by the Company Share Price. The "Company Share Price" shall be equal to the
average of the closing prices of the Company Common Stock on the New York Stock
Exchange Composite Transactions Reporting System for the ten trading days
immediately preceding the second trading day prior to the date of the ATC
Merger. Consummation of the ATC Merger is conditioned upon, among other things,
approval by the shareholders of ATC and the Company, insurance regulatory
approvals and the expiration (or earlier termination) of the required waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"). Consummation of the ATC Merger is not conditioned upon
consummation by the Company of the CAF Merger, the THI Merger or the BLH
Transaction. For additional information concerning ATC, see ATC's Annual Report
on Form 10-K for the year ended December 31, 1995 ("ATC's Annual Report") and
other documents filed with the Securities and Exchange Commission (the
"Commission") and listed herein under "Incorporation of Certain Documents by
Reference" and "Pending Acquisitions by the Company -- American Travellers
Corporation."
Capitol American Financial Corporation. On August 25, 1996, the Company and
CAF entered into the CAF Merger Agreement providing for the CAF Merger. Under
the CAF Merger Agreement, each of the approximately 17.8 million issued and
outstanding shares of common stock of CAF would be converted into the right to
receive (1) $30.00 in cash plus the Time Factor (as defined herein), if any, and
(2) the fraction (rounded to the nearest ten-thousandth) of a share of Company
Common Stock determined by dividing $6.50
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<PAGE> 16
by the Trading Value (as defined herein). The "Trading Value" shall be equal to
the average of the closing prices of the Company Common Stock on the New York
Stock Exchange Composite Transactions Reporting System for the 20 consecutive
trading days immediately preceding the second trading day prior to the date of
the CAF Merger. The "Time Factor" will be equal to $0.25 if the CAF Merger does
not occur by December 10, 1996, which amount will increase by an additional
$0.25 on the tenth day of each month thereafter until the CAF Merger is
consummated. Consummation of the CAF Merger is conditioned upon, among other
things, approval by the shareholders of CAF, insurance regulatory approvals and
the expiration (or earlier termination) of the required waiting period under the
HSR Act. Consummation of the CAF Merger is not conditioned upon consummation by
the Company of the ATC Merger, the THI Merger or the BLH Transaction. For
additional information concerning CAF, see CAF's Annual Report on Form 10-K for
the year ended December 31, 1995 ("CAF's Annual Report") and other documents
filed with the Commission and listed herein under "Incorporation of Certain
Documents by Reference" and "Pending Acquisitions by the Company -- Capitol
American Financial Corporation."
Transport Holdings Inc. On September 25, 1996, the Company and THI entered
into the THI Merger Agreement providing for the THI Merger. Under the THI Merger
Agreement, each of the outstanding shares of common stock of THI would be
converted into the right to receive the whole number and fraction (rounded to
the nearest ten-thousandth) of a share of Company Common Stock determined by
dividing $70.00 by the Company/THI Share Price (as defined herein). The
"Company/THI Share Price" shall be equal to the Trading Average (as defined
herein); provided, however, that if the Trading Average is less than $38.25,
then the Company/THI Share Price shall be $38.25, and if the Trading Average is
greater than $50.00, then the Company/THI Share price shall be $50.00. The
"Trading Average" shall be equal to the average of the closing prices of the
Company Common Stock on the New York Stock Exchange Composite Transactions
Reporting System for the ten consecutive trading days immediately preceding the
second trading day prior to the date of the THI Merger. Consummation of the THI
Merger is conditioned upon, among other things, approval by the shareholders of
THI, insurance regulatory approvals and the expiration (or earlier termination)
of the required waiting period under the HSR Act. Consummation of the THI Merger
is not conditioned upon consummation by the Company of the ATC Merger, the CAF
Merger or the BLH Transaction. For additional information concerning THI, see
THI's Annual Report on Form 10-K for the year ended December 31, 1995 ("THI's
Annual Report") and other documents filed with the Commission and listed herein
under "Incorporation of Certain Documents by Reference" and "Pending
Acquisitions by the Company -- Transport Holdings Inc."
BLH. The Company announced on August 26, 1996 that it intends to merge
with BLH in a transaction in which each of the 4.7 million shares of BLH Common
Stock not already owned by Conseco would be converted into the right to receive
$25.00 in Company Common Stock.
INVESTMENTS
Conseco Capital Management, Inc. ("CCM"), a registered investment adviser
wholly owned by the Company, manages the investment portfolios of the Company's
subsidiaries and other, nonaffiliated clients. CCM had approximately $28 billion
of assets (at fair value) under management at June 30, 1996, of which $17.2
billion were assets of affiliated companies. The Company's investment philosophy
is to maintain a largely investment grade fixed-income portfolio, provide
adequate liquidity for expected liability durations and other requirements and
maximize total return through active investment management.
Investment activities are an integral part of the Company's business;
investment income is a significant component of the Company's total revenues.
Profitability is significantly affected by spreads between interest yields on
investments and rates credited on insurance liabilities. Although substantially
all credited rates on single premium deferred annuities and flexible premium
deferred annuities may be changed annually, changes in crediting rates may not
be sufficient to maintain targeted investment spreads in all economic and market
environments. In addition, competition and other factors, including the impact
of the level of surrenders and withdrawals, may limit the Company's ability to
adjust or to maintain crediting rates at levels necessary to avoid narrowing of
spreads under certain market conditions. As of June 30, 1996, the average yield,
computed on the cost basis of the Company's investment portfolio, was 7.93
percent and the average interest rate credited on the Company's liability
portfolio was 5.5 percent.
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<PAGE> 17
The Company seeks to balance the duration of its invested assets with the
expected duration of benefit payments arising from insurance liabilities. At
June 30, 1996, the adjusted modified duration of fixed maturities, trading
securities and short-term investments was 6.1 years. At June 30, 1996, the
duration of the Company's insurance liabilities was 6.4 years.
The carrying values of the Company's investments at June 30, 1996 were as
follows:
<TABLE>
<CAPTION>
PERCENT OF
CARRYING TOTAL INVESTED
VALUE(1) ASSETS
------------- --------------
(IN MILLIONS)
<S> <C> <C>
Fixed maturities at fair value:
U.S. government securities........................................ $ 199.9 1%
Obligations of states and political subdivisions and
foreign government obligations................................. 137.9 1
Public utility securities......................................... 1,919.7 14
Other corporate securities........................................ 6,391.3 46
Mortgage-backed securities........................................ 3,852.0 27
------------- ---
Total fixed maturities....................................... 12,500.8 89
Equity securities................................................... 82.3 1
Mortgage loans...................................................... 311.0 2
Credit-tenant loans................................................. 309.7 2
Policy loans........................................................ 301.2 2
Short-term investments.............................................. 146.7 1
Other invested assets............................................... 113.5 1
Assets held in separate accounts.................................... 271.6 2
------------- ---
Total investments............................................ $14,036.8 100%
========= =========
</TABLE>
- ---------------
(1) Carrying value represents the value for each investment category that is
reflected in the Company's consolidated financial statements (see note 1 to
the Notes to the Consolidated Financial Statements included in the
Company's Annual Report, which is incorporated by reference herein).
The following table sets forth fixed maturity investments at June 30, 1996,
classified by rating categories. The category assigned is the highest rating by
a nationally recognized statistical rating organization, or as to $190.5 million
carrying value of fixed maturities not rated by such firms, the rating assigned
by the National Association of Insurance Commissioners ("NAIC"). For purposes of
the table, NAIC Class 1 is included in the "A" rating; Class 2, "BBB"; Class 3,
"BB" and Classes 4 to 6, "B and below."
<TABLE>
<CAPTION>
PERCENT OF
--------------------------
FIXED TOTAL
INVESTMENT RATING MATURITIES INVESTMENTS
----------------------------------------------- ---------- -----------
<S> <C> <C>
AAA............................................ 36% 32%
AA............................................. 10 9
A.............................................. 23 20
BBB............................................ 26 23
-- --
Investment grade............................. 95 84
-- --
BB............................................. 4 4
B and below.................................... 1 1
-- --
Below investment grade....................... 5 5
-- --
Total fixed maturities....................... 100% 89%
===== =====
</TABLE>
Fixed maturities which were below investment grade had an amortized cost of
$690.2 million and an estimated fair value of $667.6 million at June 30, 1996.
At such date, less than .1 percent of the aggregate carrying value of all fixed
maturities held by the Company had defaulted as to principal or interest.
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<PAGE> 18
At June 30, 1996, fixed maturity investments included $3.9 billion of
mortgage-backed securities (31 percent of the carrying value of the fixed
maturity investment portfolio), of which $2.0 billion were collateralized
mortgage obligations ("CMOs") and $1.9 billion were pass-through securities.
CMOs are securities backed by pools of pass-through securities and/or mortgages
that are segregated into sections or "tranches." These securities provide for
sequential retirement of principal, rather than the retirement of principal on a
pro rata basis, such as occurs on pass-through securities through regular
monthly principal payments.
The yield characteristics of mortgage-backed securities differ from those
of traditional fixed income securities. Interest and principal payments occur
more frequently, often monthly, and mortgage-backed securities are subject to
risks associated with variable prepayments. Prepayment rates are influenced by a
number of factors which cannot be predicted with certainty, including the
relative sensitivity of the mortgages backing the assets to changes in interest
rates, a variety of economic, geographic and other factors and the repayment
priority of the securities in the overall securitization structures.
In general, prepayments on the underlying mortgage loans, and on the
securities backed by these loans, increase when prevailing interest rates
decline significantly below the interest rates on such loans. Mortgage-backed
securities purchased at a discount to par will experience an increase in yield
when the underlying mortgages prepay faster than expected. Mortgage-backed
securities purchased at a premium to par that prepay faster than expected will
incur a reduction in yield. When interest rates decline, the proceeds from
prepayments are likely to be reinvested at lower rates than the Company was
earning on the prepaid securities. As interest rates rise, prepayments decrease
(because fewer underlying mortgages are refinanced). When this occurs, the
average maturity and duration of the mortgage-backed securities increase. This
lowers the yield on mortgage-backed securities purchased at a discount, since
the discount is realized as income at a slower rate, and increases the yield on
those purchased at a premium, as a result of a decrease in annual amortization
of the premium.
At June 30, 1996, the Company held mortgage loan investments with a
carrying value of $311.0 million (or 2.2 percent of total invested assets).
Approximately 97 percent of the carrying value of mortgage loan investments was
attributable to commercial loans. Non-current mortgage loans were not
significant at June 30, 1996. The Company had a loan loss reserve of $4.3
million at June 30, 1996.
Credit-tenant loans are loans on commercial properties where the lease of
the principal tenant is assigned to the lender and the principal tenant, or any
guarantor of such tenant's obligations, has a credit rating at the time of
origination of the loan of at least BBB-or its equivalent. The Company's
underwriting guidelines consider such factors as: (i) the lease term of the
property; (ii) the mortgagor's management ability, including business
experience, property management capabilities and financial soundness; and (iii)
such economic, demographic or other factors that may affect the income generated
by the property, or its value. The underwriting guidelines also generally
require a loan-to-value ratio of 75 percent or less. Credit-tenant loans are
carried at amortized cost and had a carrying value of $309.7 million at June 30,
1996, or 2.2 percent of total invested assets. There were no significant
non-current credit-tenant loans at June 30, 1996.
Short-term investments totaled $146.7 million, or 1.0 percent of invested
assets at June 30, 1996, and consisted primarily of commercial paper and
repurchase agreements relating to government securities.
SENIOR CREDIT FACILITIES
Current Senior Credit Facilities
Currently, the Company has in place the Credit Agreement which permits
maximum principal borrowings of $500 million. The principal amount outstanding
under the Credit Agreement as of the date of this Prospectus Supplement was $460
million. The weighted average interest rate on borrowings as of such date was
6.01 percent. Subject to certain prepayment obligations, the principal amount
outstanding under the Credit Agreement is due in 2001. In addition, the Company
also has in place a $100 million bridge facility (the "Bridge Facility") all of
which is outstanding. The interest rate on the Bridge Facility is 5.865 percent.
The principal amount outstanding under the Bridge Facility is due on December
31, 1996.
The Credit Agreement and the Bridge Facility restrict the ability of the
Company to acquire the Common Securities and issue the Subordinated Debentures
and the Trust Guarantees. Accordingly, the Company has obtained a waiver (the
"Waiver") from the lenders under the Credit Agreement and the Bridge
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<PAGE> 19
Facility for any default resulting from (i) subject to certain conditions, the
issuance of the Subordinated Debentures to the Conseco Trusts (as defined in the
accompanying Prospectus), (ii) subject to certain conditions, the Company's
provision of the Preferred Securities Guarantee and the Common Securities
Guarantee, (iii) subject to certain conditions, the failure of any of the
Conseco Trusts to make a mandatory prepayment of the loans (the "Loans") under
the Credit Agreement and the Bridge Facility from the net proceeds received by
any of the Conseco Trusts in connection with the issuance of the Preferred
Securities, (iv) subject to certain conditions, the Company's failure to make a
mandatory prepayment of the Loans from the net proceeds received by the Company
in connection with the issuance of the Subordinated Debentures, (v) the
Company's failure to meet the .35:1 Debt to Total Capitalization ratio (as such
terms are defined in the Credit Agreement) in connection with the acquisition of
the Common Securities of the Conseco Trusts, (vi) the Company's failure to
pledge the Common Securities to the Administrative Agent under the Credit
Agreement, for the benefit of the lenders under the Credit Agreement and the
Bridge Facility, in connection with the acquisition of the Conseco Trusts, and
(vii) the Company's investment in the Common Securities.
In addition, the Waiver provides that for purposes of determining the
Company's compliance with certain financial covenants of the Credit Agreement
and the Bridge Facility, the indebtedness evidenced by the Subordinated
Debentures will be deemed to constitute equity of the Company so long as such
indebtedness is held by the Conseco Trusts for the benefit of the holders of the
Trust Securities, the Trust Securities remain outstanding and the Conseco Trusts
remain in effect in accordance with the terms of the Declaration.
The Waiver further provides that, in consideration of the waivers and
agreements of the lenders under the Credit Agreement and the Bridge Facility,
the Company will not, and will not permit any of its Subsidiaries (as defined in
the Credit Agreement) to: (i) make any payment (whether of principal, interest
or otherwise) on any Subordinated Debentures on any day other than the stated
scheduled date for such payment set forth in any indenture supplemental to the
Indenture; (ii) prepay, redeem, purchase, defease or transfer its obligations
under any Subordinated Debentures, or make any deposit for any of the foregoing;
or (iii) amend or modify the Declaration, any indenture supplemental to the
Indenture, the terms of the Trust Securities, the Preferred Securities Guarantee
or the Common Securities Guarantee if such amendment or modification could have
an adverse effect on the lenders or violate any material provision of the Credit
Agreement, the Bridge Facility or other documents entered into in connection
therewith. In addition, the Waiver prevents the Company from liquidating,
dissolving or otherwise terminating any of the Conseco Trusts without the prior
consent of the lenders, which consent may not be unreasonably withheld.
The foregoing summary of the terms of the Waiver is qualified in its
entirety by reference to the Waiver which is filed as an exhibit to the
Registration Statement to which this Prospectus Supplement relates. In addition,
although no assurances can be given, the Company expects that the Company's
Senior Credit Facilities (as defined below) will contain provisions similar to
those contained in the Waiver.
Proposed New Senior Credit Facilities
The Company has entered into a commitment letter for a new senior credit
facility (the "Senior Credit Facilities"), the terms of which are described
below. It is the Company's intention that substantially all of the proceeds from
the Offering will be used to pay principal and accrued interest on amounts
outstanding under the Credit Agreement. Borrowings under the Senior Credit
Facilities will be used to repay in full the remaining principal amount of the
Company's outstanding indebtedness under the Credit Agreement and the Bridge
Facility.
General. The Company, NationsBank, N.A. ("NationsBank"), as agent on behalf
of a syndicate of banks to be formed and NationsBanc Capital Markets, Inc.
("NCMI"), as Arranger, Administrative Agent, and Syndication Agent, have entered
into a commitment letter dated September 13, 1996 (the "Commitment Letter")
pursuant to which NationsBank has committed to lend $200.0 million, upon the
terms and subject to the conditions set forth in the Commitment Letter, and to
arrange an additional $1.6 billion on a "best-efforts" basis. NCMI has
committed, under its role as Syndication Agent, to form a syndicate of financial
institutions (the "Lenders") reasonably acceptable to the Company, to lend an
additional $1.6 billion, upon the terms and subject to the conditions set forth
in the Commitment Letter.
Each of Bank of America National Trust and Savings Association and First
Union National Bank of North Carolina have committed to lend $150.0 million and
will act as syndication agent and documentation
S-19
<PAGE> 20
agent, respectively. In addition, 27 other banks have committed to lend an
aggregate of $2.26 billion. The Commitment Letter provides for senior unsecured
credit facilities by members of the syndicate in an aggregate principal amount
of $1.8 billion allocated between two tranches. Tranche A will be a $1.4 billion
Five Year Revolving Credit Facility ("Tranche A") due on the fifth anniversary
of the closing (the "Closing") of the Senior Credit Facilities and Tranche B
will be a $400 million 364-day Revolving Credit Facility ("Tranche B") due on
the 364th day following the Closing. In addition, Tranche A includes a Swing
Line Facility (the "Swing Line Facility") which will permit the Company to
borrow, on a direct basis from NationsBank, up to $50.0 million for a period of
up to seven days provided that the outstanding borrowings under Tranche A and
the Swing Line Facility do not exceed $1.4 billion. Under certain circumstances,
each Lender may be required to purchase a pro rata participation in the Swing
Line Facility.
The proceeds of the Senior Credit Facilities will be used for the ATC
Merger, the CAF Merger, the THI Merger, the BLH Transaction (collectively, the
"Acquisitions"), general corporate purposes, commercial paper support, stock
repurchases and repayment of existing indebtedness.
Interest on loans under the Senior Credit Facilities will accrue, at the
Company's option (in the absence of any Event of Default), at a rate equal to
either (i) the average London Interbank Offered Rate for one, two, three or six
month dollar deposits as quoted by NationsBank, N.A. (South), rounded upwards to
the nearest 0.01% and adjusted for maximum cost of reserves ("LIBOR"), plus
0.225% to 0.75% (based on the Company's senior unsecured debt rating)
("Eurodollar Rate Loans") or (ii) the higher of (A) the rate of interest
publicly announced from time to time by NationsBank, N.A. (South) as its
reference rate, or (B) the effective federal funds rate plus 0.50% (the "Base
Rate") ("Base Rate Loans"). Interest will be payable at the earlier of the end
of each interest period or quarterly for Eurodollar Rate Loans and the last
business day of each calendar month for Base Rate Loans. The Company may also
request the Agent to solicit competitive bids from the Lenders through an
auction for short term borrowings priced either (i) at a margin above or below
LIBOR or (ii) at an absolute interest rate ("Absolute Rate"). LIBOR bids may be
requested for one, two or three month periods and Absolute Rate bids may be
requested for periods not less than 14 days up to and including 90 days.
Interest on LIBOR and Absolute Rate bids will be paid at the end of each
interest period, unless the parties have agreed to an earlier date. The Swing
Line Facility will accrue interest at a rate based in part on the secondary
market rate for three-month certificates of deposit. Interest on the Swing Line
Facility will be paid on the last business day of each calendar month.
The Company will pay a commitment fee of 0.08% to 0.25% (based on the
Company's senior unsecured debt rating) for Tranche A and 0.06% to 0.225% (based
on the Company's senior unsecured debt rating) for Tranche B, in each case,
based on the average unused amount of the Senior Credit Facilities, quarterly in
arrears. The Company will also pay certain up-front, closing, arrangement and
agent's fees. The Commitment Letter will terminate on December 31, 1996, unless
the closing of the Senior Credit Facilities occurs by such date.
The commitments of NationsBank and NCMI under the Commitment Letter are
conditioned on, among other things, (i) the absence of the occurrence and
continuation of a material adverse change in the market for syndicated bank
credit facilities or a material disruption of, or material adverse change in,
financial, banking, or capital market conditions, and (ii) the absence of any
material adverse change in the business, assets, liabilities (actual or
contingent), operations, condition (financial or otherwise) or prospects of the
Company and its subsidiaries taken as a whole, including conditions, events or
additional developments which NationsBank and NCMI believe could have such
effect.
Unsecured Interest. The Company's obligations under the Senior Credit
Facilities will be unsecured. The Lenders will receive a negative pledge on all
present and future assets, excluding a certain amount of the Company's assets
which may be pledged to secure other indebtedness of the Company.
Mandatory Prepayments. Mandatory prepayments under the Senior Credit
Facilities will be required upon a sale or disposition of substantial assets of
any significant subsidiary of the Company, subject to certain negotiated
exceptions.
Conditions to Funding. The initial funding of the Senior Credit Facilities
will be conditioned on, among other things, (i) satisfactory completion of all
due diligence with respect to the Company and ATC, CAF and THI (the "Acquired
Companies") and their respective subsidiaries, (ii) satisfactory review of the
ATC Merger Agreement, the CAF Merger Agreement and the THI Merger Agreement
(including all schedules
S-20
<PAGE> 21
and exhibits thereto and related documentation) which shall provide for an
aggregate cash purchase price not in excess of $1.8 billion, including
retirement of preferred stock, repayment of indebtedness and payment of
transaction expenses, (iii) satisfactory review of the corporate capital and
ownership structure, shareholders agreements and management of the Company and
its subsidiaries (after giving effect to the Acquisitions), (iv) receipt and
approval of the consolidated financial statements of the Acquired Companies for
the fiscal years ended 1994 and 1995 and a pro forma balance sheet of the
Company and its subsidiaries as of the most recent quarter-end reporting period,
as filed with the Commission, giving effect to the Acquisitions, (v) the absence
of any material adverse change since September 30, 1996 in the business, assets,
liabilities (actual or contingent), operations, condition (financial or
otherwise) or prospects of the Company and its subsidiaries or the Acquired
Companies or in the facts and information regarding such entities as
represented, (vi) satisfactory completion of all due diligence relating to
litigation, tax, accounting, labor, insurance, contingent liabilities and other
legal and business matters of the Acquired Companies and the Company, (vii) the
absence of any actions, suit, investigation or proceeding in any court or before
any arbitrator or governmental authority that purports to affect any transaction
contemplated by the Commitment Letter, or that could have a material adverse
effect on the Company or the Acquired Companies, and (viii) the receipt of
documentation with respect to the Senior Credit Facilities satisfactory to NCMI,
NationsBank and the Lenders.
In addition, the funding of any acquisition of an Acquired Company or BLH
is further subject to (i) satisfactory receipt of all governmental, shareholder
and third party consents and approvals necessary in connection with the purchase
of any Acquired Company or BLH, and (ii) the absence of action being taken by
any authority that could restrain, prevent or impose any material adverse
conditions on the Company or such Acquired Company, or BLH, or that could seek
to threaten any of the foregoing, and no law or regulation shall be applicable
which in the judgment of the Agent could have such effect.
Covenants. The Senior Credit Facilities will contain covenants that, among
other things, will restrict the ability of the Company and its subsidiaries to:
(i) incur or permit to exist specified debt, (ii) create or assume any lien on
its property, other than specified exceptions, (iii) make loans and investments,
(iv) enter into transactions with affiliates (other than subsidiaries), (v)
engage in mergers or other business combination transactions, (vi) engage in
sales of all or substantially all of the assets of any significant subsidiary of
the Company, and (vii) change its business. The Senior Credit Facilities will
not contain any limitations on acquisitions provided that the Company remains in
compliance with the existing covenants of the Facilities immediately following
the acquisition on a pro forma basis.
The Senior Credit Facilities also will contain certain financial covenants,
which, among other things, will require the Company to maintain the following:
(i) a ratio of Maximum Debt to Total Capitalization of 45%, (ii) an interest
coverage ratio substantially as defined in the Credit Agreement, and (iii) a
minimum of Total Shareholders' Equity (excluding the effect of FASB 115) of
$1.75 billion through December 31, 1996, $2.4 billion through December 31, 1998
and $3.5 billion after December 31, 1998.
Events of Default. The Senior Credit Facilities will provide that upon
certain "Events of Default," all amounts outstanding thereunder will become
immediately due and payable. The following events, among others, will constitute
Events of Default: (i) a failure to make any payments when due under the Senior
Credit Facilities, (ii) a failure to comply with any covenant or agreement under
the Senior Credit Facilities, or other material agreements or indebtedness of
the Company, (iii) a representation or warranty contained in the Senior Credit
Facilities is breached, (iv) the Company becomes bankrupt or insolvent, and (v)
the Company is the subject of a change of control or, a judgment or attachment
or incurs a liability under the Employee Retirement Income Security Act of 1974,
as amended in excess of specified amounts. The Event of Default provisions of
the Senior Credit Facilities will include customary notice, cure and grace
provisions, as appropriate. Immediately following and during any continuation of
the occurrence of an Event of Default in respect of the nonpayment of principal,
interest or fees, or upon notice by the Lenders in respect of the occurrence of
any other Event of Default, interest will accrue on the outstanding Facility
amounts at the Base Rate plus 2.00%.
The foregoing summary of the terms of the Commitment Letter is qualified in
its entirety by reference to the Commitment Letter which is filed as an exhibit
to the Registration Statement to which this Prospectus Supplement relates. While
the Company believes that it will enter into the Senior Credit Facilities on
substantially the same terms and conditions as those contemplated by the
Commitment Letter, no assurances
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<PAGE> 22
can be given that the Senior Credit Facilities will be consummated or, if
consummated, the terms of the Senior Credit Facilities will be substantially
similar to those contemplated by the Commitment Letter. In the event that the
Company does not enter into the Senior Credit Facilities, the Company
anticipates that it will be required to arrange alternative sources of financing
for the Acquisitions, repayment of existing indebtedness and other corporate
purposes. Such alternative sources of financing may include issuance of equity
and debt securities, the borrowing of funds from banking or other financial
institutions or the sale of certain of the Company's assets. There can be no
assurances that such alternative sources of financing can be arranged on terms
as favorable to the Company as those contemplated by the Commitment Letter.
Accordingly, the failure to enter into the Senior Credit Facilities on terms and
conditions substantially similar to those contemplated by the Commitment Letter
could adversely affect the Company's results of operations and financial
condition.
RECENT REGULATORY DEVELOPMENT
On August 21, 1996, President Clinton signed into law the Health Insurance
Portability and Accountability Act. This federal legislation makes various
changes in the laws affecting the health insurance and related products of the
Company and the Acquired Companies, including the pricing and underwriting
practices with respect to such products. However, in light of the fact that the
legislation has only recently been enacted, and that many of the provisions are
subject to further interpretation through regulations that have not yet been
issued by the Department of Health and Human Services, the Company cannot
predict at this time what effect, if any, the new law will have on its business
activities.
RECENT DEVELOPMENT
On November 5, 1996, the Company reported net income for the quarter ended
September 30, 1996 of $78.1 million, up 80 percent compared with net income of
$43.5 million for the same period in the prior year. For the nine months ended
September 30, 1996, the Company reported net income of $174.5 million, up 4.0
percent compared with net income of $167.8 million for the same period in the
prior year. Total revenues for the nine month period ended September 30, 1996
were $2,198.6 million (including realized gains of $16.3 million), up 6.4
percent compared with revenues of $2,066.1 million (including realized gains of
$77.8 million) for the same period in the prior year.
SELECTED HISTORICAL FINANCIAL INFORMATION OF THE COMPANY
The selected historical financial information set forth below was derived
from the consolidated financial statements of the Company. The Company's
consolidated balance sheets at December 31, 1994 and 1995, and the consolidated
statements of operations, shareholders' equity and cash flows for the years
ended December 31, 1993, 1994 and 1995 and notes thereto were audited by Coopers
& Lybrand L.L.P., independent accountants, and are included in the Company's
Annual Report which is incorporated by reference herein. The selected historical
financial information is qualified in its entirety by, and should be read in
conjunction with, the Company's Annual Report. The selected historical financial
information set forth below for the six months ended June 30, 1995 and 1996, is
unaudited; however, in the opinion of the Company's management, such financial
information contains all adjustments, consisting only of normal recurring items,
necessary to present fairly the financial information for such periods. The
results of operations for the six months ended June 30, 1996 may not be
indicative of the results of operations to be expected for a full year.
The comparison of consolidated financial information set forth below is
significantly affected by the acquisitions consummated by Partnership I and
Conseco Capital Partners II, L.P. ("Partnership II"), the sale of Western
National Corporation ("WNC") and the transactions affecting the Company's
ownership interest in BLH and CCP Insurance, Inc. ("CCP"), which prior to its
merger with and into the Company owned Great American Reserve and Beneficial
Standard. For periods beginning with the date of their acquisitions by
Partnership I and ending June 30, 1992, Partnership I and its subsidiaries were
consolidated with the financial statements of the Company. Following the
completion of the initial public offering by CCP in July 1992, the Company did
not have unilateral control to direct all of CCP's activities and, therefore,
did not consolidate the financial statements of CCP with the financial
statements of the Company. As a result of the purchase by the Company of all the
shares of common stock of CCP it did not already own on August 31, 1995 (the
"CCP Merger"), the financial statements of CCP's subsidiaries are consolidated
with the financial statements of the Company, effective January 1, 1995. The
Company has included BLH in its financial statements since
S-22
<PAGE> 23
November 1, 1992. Through December 31, 1993, the financial statements of WNC
were consolidated with the financial statements of the Company. Following the
completion of the initial public offering of WNC (and subsequent disposition of
the Company's remaining equity interest in WNC), the financial statements of WNC
were no longer consolidated with the financial statements of the Company. As of
September 29, 1994, the Company began to include in its financial statements the
newly acquired Partnership II subsidiary, ALH. A description of such business
combination is contained in the notes to the consolidated financial statements
included in the Company's Annual Report, incorporated by reference herein.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
---------------------------------------------------- -------------------
1991 1992 1993 1994 1995 1995 1996
-------- -------- -------- -------- -------- -------- --------
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA
Insurance policy income.......... $ 280.8 $ 378.7 $ 1,293.8 $ 1,285.6 $ 1,465.0 $ 730.2 $ 741.4
Investment activity:
Net investment income.......... 921.4 888.6 896.2 385.7 1,142.6 556.9 561.9
Net trading income (losses).... 50.7 35.9 93.1 (4.9) 2.5 6.0 (7.3)
Net realized gains (losses).... 123.3 124.3 149.5 (25.6) 186.4 74.5 10.2
Total revenues................... 1,391.8 1,523.9 2,636.0 1,862.0 2,855.3 1,389.4 1,364.3
Interest expense on notes
payable........................ 69.9 46.2 58.0 59.3 119.4 52.4 54.2
Total benefits and expenses...... 1,168.6 1,193.9 2,025.8 1,537.6 2,436.8 1,187.1 1,142.8
Income before income taxes,
minority interest and
extraordinary charge........... 223.2 330.0 610.2 324.4 418.5 202.3 221.5
Extraordinary charge on
extinguishment of debt, net of
tax............................ 5.0 5.3 11.9 4.0 2.1 -- 17.4
Net income....................... 116.0 169.5 297.0 150.4 220.4 124.3 96.4
Preferred dividends.............. 6.8 5.5 20.6 18.6 18.4 9.2 17.2
Net income applicable to common
stock.......................... 109.2 164.0 276.4 131.8 202.0 115.1 79.2
PER SHARE DATA (A)
Net income, primary.............. $ 2.05 $ 2.71 $ 4.73 $ 2.50 $ 4.69 $ 2.67 $ 1.71
Net income, fully diluted........ 2.01 2.70 4.39 2.44 4.22 2.39 1.59
Dividends declared per common
share.......................... .035 .043 .150 .250 .093 .073 .040
Book value per common share
outstanding at period end...... 7.73 10.93 16.89 10.45 20.44 16.33 17.68
Shares outstanding at period
end............................ 49.4 49.8 50.6 44.4 40.5 40.4 41.9
Average fully diluted shares
outstanding.................... 50.8 59.2 67.0 61.7 52.2 52.1 60.6
BALANCE SHEET DATA -- PERIOD END
Total assets..................... $11,832.4 $11,772.7 $13,749.3 $10,811.9 $17,297.5 $17,078.6 $17,426.3
Notes payable for which Conseco
is directly liable............. 177.6 163.2 413.0 191.8 871.4 613.5 670.0
Notes payable of BLH, not direct
obligations of Conseco......... -- 392.0 290.3 280.0 301.5 272.2 297.9
Notes payable of Partnership
entities, not direct
obligations of Conseco......... 319.3 -- -- 331.1 283.2 308.0 281.6
Total liabilities................ 11,321.3 11,154.4 12,382.9 9,743.2 15,782.5 15,528.3 15,857.1
Minority interest................ 79.5 24.0 223.8 321.7 403.3 606.9 292.3
Shareholders' equity............. 431.6 594.3 1,142.6 747.0 1,111.7 943.4 1,276.9
</TABLE>
S-23
<PAGE> 24
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
---------------------------------------------------- -------------------
1991 1992 1993 1994 1995 1995 1996
-------- -------- -------- -------- -------- -------- --------
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
OTHER FINANCIAL DATA (B)
Premiums collected (c).......... $1,648.7 $1,464.9 $2,140.1 $1,879.1 $3,106.4 $1,725.6 $1,501.6
Operating earnings (d).......... 61.5 114.8 162.0 151.7 131.3 52.2 102.2
Operating earnings per fully
diluted common share (a),
(d)........................... 1.05 1.80 2.39 2.46 2.52 1.00 1.69
Shareholders' equity excluding
unrealized appreciation
(depreciation) of fixed
maturity securities (e)....... 431.6 560.3 1,055.2 884.7 999.1 910.1 1,332.9
Book value per common share
outstanding, excluding
unrealized appreciation
(depreciation) of fixed
maturity securities (a),
(e)........................... 7.73 10.24 15.16 13.55 17.66 15.50 19.02
Ratio of debt (including debt of
CCP guaranteed by Conseco
until its retirement in 1993)
for which Conseco is directly
liable to total capital of
Conseco only (f):
As reported................... .29X .22X .27X .20X .44X .34X .34X
Excluding unrealized
appreciation (depreciation)
(e)......................... .29X .23X .28X .18X .47X .34X .33X
Adjusted statutory capital (at
period end) (g)............... $ 617.1 $ 603.1 $1,135.5 $ 509.0 $1,021.0 $ 901.2 $1,009.3
Adjusted statutory earnings
(h)........................... 90.0 153.4 273.8 248.6 321.7 138.9 166.4
Ratio of adjusted statutory
earnings to cash interest
(i)........................... 2.62X 5.75X 4.94X 5.06X 3.79X 3.97X 4.11X
</TABLE>
- ------------------
(a) All share and per share amounts have been restated to reflect the April 1,
1996 two-for-one stock split.
(b) Amounts under this heading are included to assist the reader in analyzing
the Company's financial position and results of operations. Such amounts
are not intended to, and do not, represent insurance policy income, net
income, net income per share, shareholders' equity or book value per share
prepared in accordance with GAAP.
(c) Includes premiums received from annuities and universal life policies, which
are not reported as revenues under GAAP.
(d) Represents income before extraordinary charge, excluding net trading income
(losses) (net of income taxes), net realized gains (losses) (less that
portion of change in future policy benefits, amortization of cost of
policies purchased and cost of policies produced and income taxes relating
to such gains (losses)) and restructuring activities (net of income taxes).
(e) Excludes the effect of reporting fixed maturities at fair value and
recording the unrealized gain or loss on such securities as a component of
shareholders' equity, net of tax and other adjustments, which the Company
began to do in 1992. Such adjustments are in accordance with Statement of
Financial Accounting Standards No. 115 "Accounting for Certain Investments
in Debt and Equity Securities" ("SFAS 115"), as described in the notes to
the consolidated financial statements included in the Company's Annual
Report.
(f) Represents the ratio of notes payable for which Conseco is directly liable
to the sum of shareholders' equity and notes payable for which Conseco is
directly liable.
(g) Includes: (1) statutory capital and surplus; (2) mandatory securities
valuation reserve ("MSVR") at periods ended prior to December 31, 1992; (3)
asset valuation reserve ("AVR") and interest maintenance reserve ("IMR") at
periods ended on or after December 31, 1992; and (4) the portion of surplus
debentures carried by the life companies as a liability to the Company.
Such statutory data reflect the combined data derived from the annual
statements of the Company's and BLH's wholly owned life insurance companies
as filed with insurance regulatory agencies and prepared in accordance with
statutory accounting practices.
S-24
<PAGE> 25
(h) Represents gains from operations before interest expense (except interest on
annuities and financial products) and income taxes of the Company's and
BLH's wholly owned life insurance companies as reported for statutory
accounting purposes plus income before interest expense and income taxes of
all non-life companies.
(i) Represents the ratio of adjusted statutory earnings to cash interest. Cash
interest includes interest, except interest on annuities and financial
products, of the Company and BLH and their wholly owned subsidiaries that
is required to be paid in cash which aggregated $34.3 million, $26.7
million, $55.4 million, $49.2 million and $85.0 million for the years ended
December 31, 1991, 1992, 1993, 1994 and 1995, respectively, and $35.0
million and $40.5 million for the six months ended June 30, 1995 and 1996,
respectively.
S-25
<PAGE> 26
SELECTED HISTORICAL FINANCIAL INFORMATION OF LPG
On August 2, 1996, the Company completed the LPG Merger and LPG became a
wholly owned subsidiary of the Company. The selected historical financial
information set forth below was derived from the audited consolidated financial
statements of LPG. LPG's consolidated balance sheets at December 31, 1994 and
1995, and the consolidated statements of operations, shareholders' equity and
cash flows for the years ended December 31, 1993, 1994 and 1995 and notes
thereto were audited by Coopers & Lybrand L.L.P., independent accountants, and
are included in LPG's Annual Report on Form 10-K for the year ended December 31,
1995 ("LPG's Annual Report"), which is incorporated by reference herein. The
selected historical financial information is qualified in its entirety by, and
should be read in conjunction with, LPG's Annual Report. The consolidated
financial information set forth below for the six months ended June 30, 1995 and
1996, is unaudited; however, in the opinion of LPG's management, such financial
information contains all adjustments, consisting only of normal recurring items,
necessary to present fairly the financial information for such periods. The
results of operations for the six months ended June 30, 1996 may not be
indicative of the results of operations to be expected for a full year.
The comparison of consolidated financial information set forth below is
significantly affected by the acquisition of Lamar Life by LPG on April 28,
1995. Such acquisition was accounted for using the purchase method, and the
results of operations of Lamar Life are included in the consolidated financial
data from the date of acquisition. A description of the acquisition of Lamar
Life is contained in the notes to the consolidated financial statements included
in LPG's Annual Report incorporated by reference herein.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
----------------------------------------------- -----------------
1991 1992 1993 1994 1995 1995 1996
------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
STATEMENT OF OPERATIONS DATA
Insurance policy income....... $ 187.1 $ 187.3 $ 210.8 $ 217.9 $ 280.1 $ 129.4 $ 155.7
Investment activity:
Net investment income....... 207.5 218.6 221.1 225.4 277.1 134.9 146.2
Net realized gains
(losses)................. 18.6 23.1 18.4 (19.7) 15.8 2.4 2.3
Total revenues................ 420.6 436.5 455.7 428.2 576.1 268.6 306.9
Interest expense.............. 43.4 35.3 26.0 20.7 27.9 12.0 11.8
Total benefits and expenses... 376.5 374.8 373.8 369.9 592.8 251.0 279.4
Income (loss) before income
taxes, minority interest and
extraordinary charge........ 44.1 61.7 81.9 58.5 (16.7) 17.6 27.5
Extraordinary charge, net of
tax......................... -- 5.6 4.8 2.6 -- -- --
Net income (loss)............. 22.8 32.1 47.2 34.6 (13.4) 11.3 15.9
Dividends in kind on preferred
stock....................... 13.4 15.4 4.0 -- -- -- --
Net income (loss) applicable
to common stock............. 9.4 16.7 43.2 34.6 (13.4) 11.3 15.9
PER SHARE DATA
Income (loss) before
extraordinary charge,
primary and fully diluted... $ (0.61) $ 1.08 $ 2.05 $ 1.43 $ (0.49) $ .42 $ .56
Net income (loss), primary and
fully diluted............... (0.61) 0.62 1.85 1.33 (0.49) .42 .56
Dividends declared per common
share....................... -- -- 0.0375 .08 .11 .05 .06
Book value per common share
outstanding at period end... 13.92 15.98 12.25 11.50 14.35 14.20 12.47
Shares outstanding at period
end......................... 8.0 14.4 25.4 25.5 27.9 27.8 28.2
Average fully diluted shares
outstanding................. 9.0 12.1 23.4 26.1 27.1 26.8 28.4
</TABLE>
S-26
<PAGE> 27
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
----------------------------------------------- -----------------
1991 1992 1993 1994 1995 1995 1996
------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
BALANCE SHEET DATA -- PERIOD
END
Total assets.................. $2,976.9 $3,292.7 $3,589.4 $3,748.8 $4,980.9 $5,035.7 $4,974.7
Notes payable................. 335.5 314.3 210.1 210.5 246.1 239.3 238.9
Total liabilities............. 2,841.2 3,062.8 3,278.2 3,455.2 4,580.4 4,640.5 4,623.1
Minority interest............. 24.1 -- -- -- -- -- --
Shareholders' equity.......... 111.6 229.9 311.2 293.6 400.5 395.2 351.6
OTHER FINANCIAL DATA (A)
Premiums collected (b)........ $ 508.2 $ 465.5 $ 470.2 $ 411.8 $ 497.3 $ 248.2 $ 280.1
Operating earnings (loss)
(c)......................... 15.5 31.9 44.1 50.0 (28.9) 9.4 20.5
Operating earnings (loss) per
primary and fully diluted
common share (c)............ 1.72 2.63 1.88 1.91 (1.06) .35 .72
Shareholders' equity excluding
unrealized appreciation
(depreciation) of fixed
maturity securities (d)..... 111.6 229.9 291.7 325.0 344.3 376.8 361.8
Book value per common share
outstanding, excluding
unrealized appreciation
(depreciation) of fixed
maturity securities (d)..... 13.92 15.98 11.48 12.73 12.34 13.54 12.83
Adjusted statutory capital (at
period end) (e)............. 149.4 191.3 169.8 174.3 209.8 174.7 219.3
Adjusted statutory earnings
(f)......................... 75.7 76.4 83.4 75.8 78.1 28.9 46.4
</TABLE>
- ---------------
(a) Amounts under this heading are included to assist the reader in analyzing
LPG's financial position and results of operations. Such amounts are not
intended to, and do not, represent insurance policy income, net income, net
income per share, shareholders' equity or book value per share prepared in
accordance with GAAP.
(b) Includes premiums received from annuities and universal life policies, which
are not reported as revenues under GAAP.
(c) Represents income before extraordinary charge, excluding net realized gains
(losses) (less that portion of amortization of cost of policies purchased
and the cost of policies produced and income taxes relating to such gains
(losses)).
(d) Excludes the effects of reporting available-for-sale fixed maturities at
fair value and recording the unrealized gain or loss on such securities as
a component of shareholders' equity, net of tax and other adjustments,
which LPG began to do with respect to a portion of its portfolio effective
December 31, 1993. Such adjustments are in accordance with SFAS 115, as
described in the notes to the consolidated financial statements included in
LPG's Annual Report, which is incorporated herein by reference.
(e) Includes: (1) statutory capital and surplus; (2) MSVR at periods ended prior
to December 31, 1992; and (3) AVR and IMR at periods ended on or after
December 31, 1992. Such statutory data reflect the combined data derived
from the annual statements of LPG's consolidated insurance subsidiaries as
filed with insurance regulatory agencies and prepared in accordance with
statutory accounting practices.
(f) Represents gains from operations before interest expense (except interest on
annuities and financial products) and income taxes of LPG's consolidated
insurance subsidiaries as reported for statutory accounting purposes plus
income before interest expense and income taxes of all non-life companies.
S-27
<PAGE> 28
SUMMARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The summary unaudited pro forma consolidated financial information set
forth below was derived from the unaudited pro forma consolidated financial
statements of the Company included elsewhere in this Prospectus Supplement and
the historical consolidated financial statements and related notes thereto of
the Company, LPG, ATC, CAF and THI incorporated by reference in this Prospectus
Supplement or the accompanying Prospectus. The summary unaudited pro forma
consolidated financial information set forth below is qualified in its entirety
by, and should be read in conjunction with, such materials and the unaudited pro
forma consolidated financial statements appearing elsewhere in this Prospectus
Supplement. See "Unaudited Pro Forma Consolidated Financial Statements of the
Company" and "Incorporation of Certain Documents by Reference" herein and in the
accompanying Prospectus.
The summary unaudited pro forma consolidated statement of operations
information for the year ended December 31, 1995, and the six months ended June
30, 1996, in the columns headed "Pro forma Conseco before the Offering" reflects
the following transactions, all of which have already occurred, as if such
transactions had occurred on January 1, 1995: (1) the Series D Call; (2) the ALH
Transaction; (3) the LPG Merger completed effective June 30, 1996; (4) the
acquisition of all of the outstanding common stock of CCP not previously owned
by the Company and related transactions (including the repayment of borrowings
under the Company's existing $250.0 million revolving credit agreement); (5) the
increase of the Company's ownership in BLH to 90.5 percent, as a result of
purchases of common shares of BLH by the Company and BLH during 1995 and the
first three months of 1996; (6) the issuance of 4.37 million shares of Conseco
PRIDES in January 1996; (7) the BLH tender offer for and repurchase of its 13
percent senior subordinated notes due 2002 and related financing transactions
completed in March 1996 (the "BLH Tender Offer"); and (8) the debt restructuring
of ALH in the fourth quarter of 1995. The summary unaudited pro forma
consolidated statement of operations information for the year ended December 31,
1995, and the six months ended June 30, 1996, in the columns headed "Pro forma
for the Offering" reflects further adjustments to the consolidated operating
results of the Company as if the Offering had occurred on January 1, 1995. The
summary unaudited pro forma consolidated statement of operations information for
the year ended December 31, 1995, and the six months ended June 30, 1996, in the
columns headed "Pro forma for the Offering and other planned transactions"
reflects further adjustments to the consolidated operating results of the
Company as if the following additional planned transactions had occurred on
January 1, 1995: (1) the Additional Offering; (2) the ATC Merger; (3) the BLH
Transaction; (4) the CAF Merger; and (5) the THI Merger.
The summary unaudited pro forma consolidated balance sheet information at
June 30, 1996, in the column headed "Pro forma Conseco before the Offering"
reflects the application of certain pro forma adjustments for the LPG Merger,
the Series D Call and the ALH Transaction, which have already occurred. The
summary unaudited pro forma consolidated balance sheet information at June 30,
1996, in the columns headed "Pro forma for the Offering" reflects further
adjustments to the financial position of the Company as if the Offering had
occurred on June 30, 1996. The summary unaudited pro forma consolidated balance
sheet information at June 30, 1996, in the columns headed "Pro forma for the
Offering and other planned transactions" reflects further adjustments to the
financial position of the Company as if the following additional planned
transactions had occurred on June 30, 1996: (1) the Additional Offering; (2) the
ATC Merger; (3) the BLH Transaction; (4) the CAF Merger; and (5) the THI Merger.
S-28
<PAGE> 29
The summary unaudited pro forma consolidated financial information for the
year ended December 31, 1995, and as of and for the six months ended June 30,
1996, is provided for informational purposes only and may not be indicative of
the results of operations or financial condition that would have been achieved
had the transactions set forth above actually occurred as of the dates indicated
or of future results of operations or financial condition of the Company. The
Company anticipates cost savings and additional benefits as a result of
completing the transactions set forth above. Such benefits and any other changes
that might have resulted from management of the combined companies have not been
included as adjustments to the pro forma consolidated financial information. The
ATC Merger, the CAF Merger and the THI Merger will be accounted for under the
purchase method of accounting. The BLH Transaction will be accounted for using
the step acquisition method of accounting.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995 SIX MONTHS ENDED JUNE 30, 1996
----------------------------------- -----------------------------------
PRO FORMA PRO FORMA FOR PRO FORMA PRO FORMA FOR
CONSECO THE OFFERING CONSECO THE OFFERING
BEFORE PRO FORMA AND OTHER BEFORE PRO FORMA AND OTHER
THE FOR THE PLANNED THE FOR THE PLANNED
OFFERING OFFERING TRANSACTIONS OFFERING OFFERING TRANSACTIONS
--------- --------- ------------- --------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
STATEMENT OF OPERATIONS DATA
Insurance policy income............. $1,752.8 $1,752.8 $ 2,498.7 $ 897.2 $ 897.2 $ 1,286.3
Investment activity:
Net investment income............. 1,461.1 1,461.1 1,574.0 719.4 719.4 783.7
Net trading income (losses)....... 2.5 2.5 2.5 (7.3) (7.3) (7.3)
Net realized gains................ 220.3 220.3 222.0 15.4 15.4 19.0
Total revenues...................... 3,498.4 3,498.4 4,358.9 1,685.4 1,685.4 2,143.0
Interest expense on notes payable... 143.5 126.2 152.0 67.6 59.0 73.6
Total benefits and expenses......... 3,001.7 2,984.4 3,762.0 1,423.9 1,415.3 1,817.8
Income before income taxes, minority
interest and extraordinary
charge............................ 496.7 514.0 596.9 261.5 270.1 325.2
Income before extraordinary
charge............................ 283.1 277.9 325.2 148.9 146.3 180.2
PER SHARE DATA
Income before extraordinary charge,
primary........................... $ 3.74 $ 3.67 $ 3.30 $ 1.93 $ 1.90 $ 1.81
Income before extraordinary charge,
fully diluted..................... 3.72 3.66 3.14 1.91 1.88 1.72
Book value per common share
outstanding at period end......... 24.29 24.14 30.13
Shares outstanding at period end.... 65.7 65.7 88.5 66.9 66.9 89.7
Average fully diluted shares
outstanding....................... 76.0 76.0 103.8 77.8 77.8 105.6
BALANCE SHEET DATA --
PERIOD END
Total assets........................ $23,058.3 $23,058.3 $26,644.5
Notes payable for which Conseco is
directly liable................... 1,198.5 933.0 2,032.2
Notes payable of BLH, not direct
obligations of Conseco............ 437.9 437.9 --
Total liabilities................... 21,015.7 20,750.2 23,081.9
</TABLE>
S-29
<PAGE> 30
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995 SIX MONTHS ENDED JUNE 30, 1996
----------------------------------- -----------------------------------
PRO FORMA PRO FORMA FOR PRO FORMA PRO FORMA FOR
CONSECO THE OFFERING CONSECO THE OFFERING
BEFORE PRO FORMA AND OTHER BEFORE PRO FORMA AND OTHER
THE FOR THE PLANNED THE FOR THE PLANNED
OFFERING OFFERING TRANSACTIONS OFFERING OFFERING TRANSACTIONS
--------- --------- ------------- --------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Minority interest in consolidated
subsidiaries:
Company-obligated mandatorily
redeemable preferred
securities of subsidiary
trusts....................... -- 275.0 500.0
Preferred stock................ 93.2 93.2 93.2
Common stock................... 57.5 57.5 --
Shareholders' equity................ 1,891.9 1,882.4 2,969.4
OTHER FINANCIAL DATA (A)
Premiums collected (b).............. $3,671.8 $3,671.8 $ 4,418.1 $ 1,781.7 $ 1,781.7 $ 2,170.8
Operating earnings (c).............. 231.0 225.8 271.8 136.0 133.4 164.2
Operating earnings per fully diluted
common share (c).................. 3.04 2.97 2.62 1.75 1.71 1.56
Shareholders' equity excluding
unrealized appreciation
(depreciation) of fixed maturity
securities (d).................... 1,948.3 1,938.8 3,025.8
Book value per common share
outstanding, excluding unrealized
appreciation (depreciation) of
fixed maturity securities (d)..... 25.13 24.99 30.75
Ratio of debt for which Conseco is
directly liable to total capital
of Conseco only (e):
As reported.................... .38X .29X .36X
Excluding unrealized
appreciation (depreciation)
(d).......................... .37X .29X .36X
Excluding unrealized
appreciation (depreciation)
and assuming conversion of
ATC's Convertible
Subordinated Debentures into
Conseco Common Stock (d),
(k).......................... .32X
Ratio of debt for which Conseco is
directly liable and Preferred
Securities to total capital of
Conseco only (f):
As reported.................... .38X .45X
Excluding unrealized
appreciation (depreciation)
(d).......................... .37X .45X
Excluding unrealized
appreciation (depreciation)
and assuming conversion of
ATC's Convertible
Subordinated Debentures into
Conseco Common Stock (d),
(k).......................... .41X
Adjusted statutory capital
(at period end) (g)............... $1,508.6 $1,508.6 $ 1,834.9 $ 1,515.6 $ 1,515.6 $ 1,849.5
Adjusted statutory earnings (h)..... 480.7 480.7 533.8 253.4 253.4 301.2
Ratio of adjusted statutory earnings
to cash interest (i).............. 3.36X 3.83X 3.47X 3.74X 4.28X 4.02X
Ratio of adjusted statutory earnings
to cash interest and dividends on
the Preferred Securities(j)....... 3.36X 3.19X 2.68X 3.74X 3.53X 3.08X
</TABLE>
S-30
<PAGE> 31
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995 SIX MONTHS ENDED JUNE 30, 1996
----------------------------------- -----------------------------------
PRO FORMA PRO FORMA FOR PRO FORMA PRO FORMA FOR
CONSECO THE OFFERING CONSECO THE OFFERING
BEFORE PRO FORMA AND OTHER BEFORE PRO FORMA AND OTHER
THE FOR THE PLANNED THE FOR THE PLANNED
OFFERING OFFERING TRANSACTIONS OFFERING OFFERING TRANSACTIONS
--------- --------- ------------- --------- --------- -------------
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
Fixed charge ratios:
Ratio of earnings to fixed
charges........................ 1.53X 1.56X 1.63X 1.57X 1.60X 1.70X
Ratio of earnings to fixed
charges, excluding interest on
annuities and financial
products(l).................... 3.74X 4.13X 4.14X 4.17X 4.66X 4.68X
Ratio of earnings to fixed charges
and preferred stock
dividends...................... 1.46X 1.42X 1.45X 1.50X 1.46X 1.50X
Ratio of earnings to fixed charges
and preferred stock dividends,
excluding interest on annuities
and financial products(l)...... 3.00X 2.71X 2.54X 3.29X 2.95X 2.79X
</TABLE>
- ---------------
(a) Amounts under this heading are included to assist the reader in analyzing
the Company's pro forma financial position and pro forma results of
operations. Such amounts are not intended to, and do not, represent pro
forma insurance policy income, pro forma net income, pro forma net income
per share, pro forma shareholders' equity or pro forma book value per share
prepared in accordance with GAAP.
(b) Includes premiums received from annuities and universal life policies, which
are not reported as revenues under GAAP.
(c) Represents pro forma income before extraordinary charge, excluding net
trading income (net of income taxes), net realized gains (less that portion
of change in future policy benefits, amortization of cost of policies
purchased and cost of policies produced and income taxes relating to such
gains) and restructuring activities (net of income taxes).
(d) Excludes the effect of reporting fixed maturities at fair value and
recording the unrealized gain or loss on such securities as a component of
shareholders' equity, net of tax and other adjustments, which the Company
began to do in 1992. Such adjustments are in accordance with SFAS 115, as
described in the notes to the consolidated financial statements included in
the Company's Annual Report which is incorporated herein by reference.
(e) Represents the ratio of pro forma notes payable for which Conseco is
directly liable to the sum of pro forma shareholders' equity, pro forma
notes payable for which Conseco is directly liable, minority interest
related to preferred stock issued by a subsidiary of ALH and (in the case
of the columns headed "Pro forma for the Offering" and "Pro forma for the
Offering and other planned transactions") the Preferred Securities.
(f) Represents the ratio of pro forma notes payable for which the Company is
directly liable and the Preferred Securities to the sum of pro forma
shareholders' equity, pro forma notes payable for which the Company is
directly liable, minority interest related to preferred stock issued by a
subsidiary of ALH and the Preferred Securities.
(g) Includes: (1) statutory capital and surplus; (2) AVR and IMR; and (3) the
portion of surplus debentures carried by the life companies as a liability
to the Company. Such statutory data reflect the combined data derived from
the annual statements of the Company's pro forma life insurance
subsidiaries as filed with insurance regulatory agencies and prepared in
accordance with statutory accounting practices.
(h) Represents gains from operations before interest expense (except interest on
annuities and financial products) and income taxes of the Company's pro
forma life insurance subsidiaries as reported for statutory accounting
purposes plus income before interest expense and income taxes of the
Company's pro forma non-life subsidiaries.
(i) Represents the pro forma ratio of adjusted statutory earnings to cash
interest. Cash interest includes interest, except interest on annuities and
financial products, of the Company and its pro forma subsidiaries that is
required to be paid in cash.
(j) Represents the pro forma ratio of adjusted statutory earnings to the sum of
cash interest and dividends on the Preferred Securities. Cash interest
includes interest, except interest on annuities and financial products, of
the Company and its pro forma subsidiaries that is required to be paid in
cash.
S-31
<PAGE> 32
(k) Assumes ATC's Convertible Subordinated Debentures, which will be convertible
into an assumed 5.0 million shares of Company Common Stock with a value of
$240 million, are converted. ATC's Convertible Subordinated Debentures are
callable on October 1, 1998.
(l) Excludes interest credited to annuity and financial products as follows
(dollars in millions):
<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1995 JUNE 30, 1996
----------------- ----------------
<S> <C> <C>
Pro forma Conseco before the Offering.................... $ 758.5 $378.3
Pro forma for the Offering............................... 758.5 378.3
Pro forma for the Offering and other planned
transactions........................................... 758.5 378.3
</TABLE>
S-32
<PAGE> 33
PENDING ACQUISITIONS BY THE COMPANY
The Company has agreed to acquire ATC, CAF and THI. Certain information
relating to the business and operations of these companies is summarized below.
Additional information concerning ATC, CAF and THI, is included in certain
documents filed by these companies with the Commission, which documents are
incorporated by reference herein. See "Incorporation of Certain Documents by
Reference."
AMERICAN TRAVELLERS CORPORATION
Background
ATC is a leading marketer and underwriter of long term care insurance.
ATC's long term care products consist of both nursing home and home health care
policies which provide limited benefit payments primarily to senior citizens.
ATC also markets and underwrites other supplemental accident and health
insurance policies, as well as life insurance. ATC had total assets of $867.4
million at June 30, 1996.
ATC is licensed to market its products in 46 states, the District of
Columbia, and the U.S. and British Virgin Islands. Products are sold primarily
through a network of over 20,000 independent agents. Operations are conducted
through ATC's insurance subsidiaries, American Travellers Life Insurance
Company, United General Life Insurance Company and American Travellers Insurance
Company of New York, and through its insurance agency subsidiary, American
Travellers Insurance Services Company, Inc. ("ATIS").
ATC acquired the long term care business of J.C. Penney Insurance Companies
and THI effective October 1, 1994 and 1995, respectively. At June 30, 1996,
annualized long term care premiums in force relating to such business were
$112.7 million.
Distribution and Marketing
Policies are marketed primarily through a network of over 20,000
independent agents. Products are also marketed, but to a lesser extent, by
sponsored agents through ATIS and by sponsored agents who market products to
members of the Veterans of Foreign Wars of Pennsylvania, an organization which
endorses ATC's products. In most cases, independent agents do not produce
business exclusively for ATC and are free to contract with other carriers,
including competing carriers. These agents are responsible for generating their
own leads. By contrast, sponsored agents produce business only for ATC, are
provided with leads and receive lower commissions than do independent agents.
Products
ATC's primary focus has been, and continues to be, the sale of long term
care insurance. As of December 31, 1995, 89.3 percent of ATC's $371.8 million of
annualized premium in force was attributable to long term care insurance,
including nursing home care and home health care policies. ATC's other lines of
insurance include (i) Medicare supplement, (ii) hospital indemnity, (iii)
cancer, (iv) disability income, (v) various accident and health riders, and (vi)
life insurance. Coverage is generally provided on an individual rather than on a
group basis.
Most policies provide for guaranteed renewals, whereby ATC may not refuse
to renew a policy or any group of policies (except for non-payment of premiums).
ATC does, however, have the right to increase premium rates based on claim
experience. Rate increases must apply to all policies underwritten on the same
policy form in a given state, and are subject to the approval of the applicable
insurance regulatory authority.
ATC's long term care products generally fall into one of three categories;
(i) nursing home care coverage, (ii) home health care coverage, or (iii) a
combination of both nursing home and home health care benefits. Nursing home
care coverage primarily provides for a fixed indemnity benefit during periods of
covered nursing home confinement. Home health care coverage primarily provides
for benefit payments based on expenses incurred, subject to maximum hourly or
daily limits. ATC's products are offered with various benefit configurations and
are designed to be affordable and useful to a wide spectrum of policyholders.
Some products also provide benefits for such expenses as prescription drugs that
are prescribed for use while the policyholder is confined in a nursing home or
is receiving home health care, ambulance service and homemaker services. In
addition, some policies include a rider, known as the "Alternative Plan of
Care," that provides benefits for facilities or services other than nursing home
care to the extent the insured would otherwise have required nursing home
confinement.
S-33
<PAGE> 34
Recent Development
On November 6, 1996, ATC reported net income for the quarter ended
September 30, 1996 of $9.2 million, up 61 percent compared with net income of
$5.7 million for the same period in the prior year. For the nine months ended
September 30, 1996, ATC reported net income of $26.0 million, up 58 percent
compared with net income of $16.5 million for the same period in the prior year.
Total revenues for the nine month period ending September 30, 1996 were $317.8
million, up 60 percent compared with total revenues of $199.1 million for the
same period in the prior year.
SELECTED HISTORICAL FINANCIAL INFORMATION OF ATC
The selected historical financial information set forth below was derived
from the consolidated financial statements of ATC. The consolidated balance
sheets of ATC at December 31, 1994 and 1995, and the consolidated statements of
income, shareholders' equity and cash flows for the years ended December 31,
1993, 1994 and 1995 and notes thereto were audited by Arthur Andersen LLP,
independent public accountants, and are included in ATC's Annual Report, which
is incorporated by reference herein. The selected historical financial
information is qualified in its entirety by, and should be read in conjunction
with, ATC's Annual Report. The consolidated financial information set forth
below for the six months ended June 30, 1995 and 1996, is unaudited; however, in
the opinion of ATC's management, such financial information contains all
adjustments, consisting only of normal recurring items, necessary to present
fairly the financial information for such periods. The results of operations for
the six months ended June 30, 1996 may not be indicative of the results of
operations to be expected for a full year.
The comparison of consolidated financial information set forth below is
significantly affected by the acquisition of the long term care business of the
J.C. Penney Insurance Companies in 1994 and THI in 1995. A description of the
acquisition of these blocks of business is contained in the notes to the
consolidated financial statements included in ATC's Annual Report incorporated
by reference herein.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
---------------------------------------------- ----------------
1991 1992 1993 1994 1995 1995 1996
------ ------ ------ ------ ------ ------ ------
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA
Insurance policy income......... $117.0 $138.3 $166.4 $201.9 $274.0 $122.7 $186.9
Investment activity:
Net investment income......... 8.1 8.7 9.4 11.0 23.2 8.1 21.3
Net realized gains (losses)... (.1) .4 .2 -- .1 -- 1.3
Total revenues.................. 125.0 147.4 176.0 212.9 297.3 130.8 209.5
Interest expense................ .2 .2 -- 1.0 3.3 .9 4.0
Total benefits and expenses..... 108.3 131.2 152.7 185.9 262.6 115.2 184.6
Income before income taxes...... 16.7 16.2 23.3 27.0 34.7 15.6 24.9
Net income...................... 11.0 10.7 14.6 18.4 23.7 10.7 16.8
PER SHARE DATA (a)
Net income, primary............. $ .71 $ .68 $ .92 $ 1.14 $ 1.45 $ .66 $ 1.01
Net income, fully diluted....... .71 .68 .92 1.14 1.36 .66 .81
Book value per common share
outstanding at period end..... 5.95 6.66 7.51 8.65 10.77 9.32 10.50
Shares outstanding at period
end........................... 15.2 15.2 15.5 15.8 15.9 15.9 16.3
Average fully diluted shares
outstanding................... 15.5 15.6 15.8 16.1 18.4 16.2 23.6
</TABLE>
S-34
<PAGE> 35
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
---------------------------------------------- ----------------
1991 1992 1993 1994 1995 1995 1996
------ ------ ------ ------ ------ ------ ------
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA -- PERIOD END
Total assets.................... $219.7 $240.9 $299.0 $400.8 $836.1 $435.5 $867.4
Notes payable (including
convertible subordinated
debentures)................... 8.4 -- 12.0 20.0 103.5 20.0 103.5
Total liabilities............... 129.3 139.7 182.8 264.5 665.3 287.8 696.4
Shareholders' equity............ 90.4 101.2 116.2 136.3 170.8 147.7 171.0
OTHER FINANCIAL DATA (b)
Operating earnings (c).......... $ 11.1 $ 10.4 $ 14.5 $ 18.4 $ 23.6 $ 10.7 $ 15.9
Operating earnings per fully
diluted common share (a),
(c)........................... .71 .67 .91 1.14 1.35 .66 .77
Shareholders' equity excluding
unrealized appreciation
(depreciation) of fixed
maturity securities (d)....... 90.4 101.2 116.2 136.3 160.6 147.7 181.9
Book value per common share
outstanding excluding
unrealized appreciation of
fixed maturity securities (a),
(d)........................... 5.95 6.66 7.51 8.65 10.13 9.32 11.17
Adjusted statutory capital (at
period end) (e)............... 29.9 30.5 47.0 58.0 74.3 59.0 87.7
Adjusted statutory earnings
(loss) (f).................... (3.3) (1.1) 4.3 11.3 (29.6) 8.2 7.4
</TABLE>
- ---------------
(a) All share and per share amounts have been restated to reflect the April 10,
1996 three-for-two stock split.
(b) Amounts under this heading are included to assist the reader in analyzing
ATC's financial position and results of operations. Such amounts are not
intended to, and do not, represent net income, net income per share,
shareholders' equity or book value per share prepared in accordance with
GAAP.
(c) Represents net income excluding net realized gains (losses), net of income
taxes.
(d) Excludes the effects of reporting fixed maturities at fair value and
recording the unrealized gain or loss on such securities as a component of
shareholders' equity, net of tax and other adjustments, which ATC began to
do effective December 31, 1995. Such adjustments are in accordance with
SFAS 115, as described in the notes to the consolidated financial
statements included in ATC's Annual Report, which is incorporated herein by
reference.
(e) Includes: (1) statutory capital and surplus; (2) MSVR at periods ended
prior to December 31, 1992; and (3) AVR and IMR at periods ended on or
after December 31, 1992. Such statutory data reflect the combined data
derived from the annual statements of ATC's consolidated insurance
subsidiaries as filed with insurance regulatory agencies and prepared in
accordance with statutory accounting practices.
(f) Represents gains from operations before interest expense and income taxes
of ATC's consolidated insurance subsidiaries as reported for statutory
accounting purposes plus income before interest expense and income taxes of
all non-life companies.
S-35
<PAGE> 36
CAPITOL AMERICAN FINANCIAL CORPORATION
Background
CAF, through its insurance subsidiaries, underwrites, markets and
distributes individual and group supplemental health and accident insurance.
CAF's principal insurance subsidiary is Capitol American Life Insurance Company
("CALI"), an Arizona domiciled insurance company, which accounted for more than
97% of CAF's earned premiums over the last five years. CALI is licensed to sell
its products in 47 states, the District of Columbia, Puerto Rico and the U.S.
Virgin Islands, and markets its products through a sales force consisting of
independent agents, agent organizations and brokers. CAF had total assets of
$980 million at June 30, 1996.
For the past 20 years, CAF's primary product has been cancer insurance.
CAF's other products are accident insurance, intensive care insurance, heart
care insurance and hospital indemnity insurance. Approximately 66 percent of the
$282.1 million of total premiums collected by CAF in 1995 (and approximately 65
percent of the $146.6 million of total premiums collected in the first six
months of 1996) was from the sale of cancer insurance. Premiums from intensive
care insurance, other supplemental health policies (including heart care
insurance and hospital indemnity insurance) and accident policies accounted for
approximately 11 percent, 8 percent and 15 percent, respectively, of total
premiums collected in 1995 (and 11 percent, 12 percent and 12 percent,
respectively, of total premiums collected in the first six months of 1996).
Distribution and Marketing
CAF markets its products through a sales force consisting of independent
agents, agent organizations and brokers. This sales force is organized into the
consumer marketing division and the business marketing division. Agents in the
consumer marketing division market CAF's products directly to individuals on a
door-to-door basis, and agents in the business marketing division market CAF's
products through businesses and other organizations that permit CAF's products
to be marketed to their employees and members, with premiums generally paid on a
payroll deduction or other automated basis. Approximately 63 percent of the
total premiums collected by CAF in 1995 (and approximately 62 percent of the
total premiums collected in the first six months of 1996) were collected by the
consumer marketing division.
The two largest independent agent organizations in the consumer marketing
division, Inter-State Service, Inc. ("ISS") and Capitol Marketing, Inc. ("CMI"),
each account for 10 percent or more of CAF's sales. For 1995, ISS accounted for
31.7 percent and CMI accounted for 11.9 percent, respectively, of CAF's sales.
Sales generated by ISS during 1995 and for the six month period ending June 30,
1996 declined by approximately 20 percent and 33 percent, respectively, and were
adversely affected by the settlement agreement described below. The decline in
ISS sales is primarily due to a 38 percent decrease in the number of producing
agents in connection with the settlement agreement described below.
On March 7, 1995, CALI and the insurance regulatory authorities of five
states (North Dakota, South Dakota, Missouri, Wisconsin, and Iowa) entered into
a settlement agreement resolving all issues involving the marketing and sales
practices of CALI's independent agents in those states, which had been the
subject of market conduct examinations. The settlement does not affect the
insurance subsidiaries' authority to sell in the participating states, but it
includes certain provisions CALI must fulfill.
As part of the settlement, CAF has agreed to: establish a compliance
program to ensure compliance by CAF and its independent sales agency of
insurance regulations in the participating states; refile its current insurance
policies with each of the participating states for approval; issue a rider to
existing policyholders in those states which provides benefits for conditions
which are caused or result from the specified disease or the treatment of the
specified disease, and treatment of other diseases or conditions caused,
complicated or aggravated by, or resulting from the treatment of the specified
disease; offer current policyholders in those states the option to eliminate the
Return of Premium ("ROP") rider without affecting the benefits available under
the base policy; and to pay a fine of $300,000 plus costs to each of the
participating states for a total of $1.6 million. The settlement also provides
that CALI's certificate of authority in a participating state (or, in certain
cases, all five states) may be suspended for a minimum of one year if CALI is
deemed to have
S-36
<PAGE> 37
committed a material violation of the settlement by a court or in an
administrative proceeding and that CALI is to refrain from engaging in certain
specified sales practices.
Products
CAF's policies are designed to provide lifestyle protection through
payments made directly to the policyholder following diagnosis of or treatment
for a covered illness or injury. These payments are designed to be used at the
policyholder's discretion for any purpose. Set forth below is a brief
description of CAF's principal insurance products.
Cancer Policies. CAF's cancer policies generally pay according to a fixed,
predetermined schedule of indemnities after the insured has been diagnosed by a
physician as having internal cancer. The cancer policies generally have a first
occurrence benefit, which pays a specified sum to the policyholder or a
beneficiary under the policy immediately upon the initial diagnosis of internal
cancer. While an insured is confined to a hospital for subsequent covered cancer
treatment, the benefits provided under CAF's cancer policies generally include
the following: (i) a specified payment for each day of hospital confinement;
(ii) reimbursement for actual charges for inpatient drugs and diagnostic
testing; (iii) a specified payment for each day an insured is visited by an
attending physician or receives special private nurse care; (iv) reimbursement
for actual charges incurred for ambulance service in connection with hospital
confinement; (v) reimbursement for actual charges for insured and family member
transportation to and from a hospital in which an insured is confined; and (vi)
reimbursement for actual charges for family member lodging while accompanying an
insured confined to a hospital.
Intensive Care Policies. CAF's intensive care coverage, which is primarily
sold as a rider to CAF's cancer insurance policies, generally pays a fixed,
predetermined amount for each day an insured is confined to a hospital intensive
care unit (regardless of the reason for confinement), subject to certain
specified time limits.
Accident Policies. CAF markets two types of accident policies. The
"business marketing" accident policies provide short-term disability benefits
based upon age, employment status, job classification and length of disability
in addition to accidental death and medical benefits. The "consumer marketing"
accident policies provide accidental death and medical benefits only and do not
provide short-term disability benefits. Both types pay medical benefits after an
insured has suffered a covered injury, either on or off the job, according to a
fixed, predetermined schedule of indemnities, based upon the nature of the
injury sustained.
Heart/Stroke Policies. The heart/stroke policies generally pay according
to a fixed, predetermined schedule of indemnities after an insured has been
diagnosed by a physician as having certain heart diseases or as having had a
heart attack or a stroke. They also generally have a first occurrence benefit,
which pays a specified sum to the policyholder or a beneficiary under the policy
immediately upon an insured being diagnosed as having had a heart attack or a
stroke. Similar to CAF's cancer policies, the heart/stroke policies provide
certain benefits while an insured is confined to a hospital and also provide a
range of medical, medical-related and non-medical benefits, regardless of
whether an insured is hospitalized.
Hospital Indemnity Policies. CAF introduced a hospital indemnity product
in 1992 through the business marketing group. The hospital indemnity policies
pay a daily benefit for each day an insured is confined to a hospital and an
additional benefit for each day that an insured is confined to a hospital
intensive care unit.
Group Policies. CAF's cancer, intensive care, accident, hospital indemnity
and heart care products are made available to members of three associations
under group policies issued to the associations or trusts on behalf of the
associations. Members of the three associations pay a nominal membership fee to
join an association and, as members, are entitled to purchase coverage under
these policies. A member who purchases this coverage receives a certificate of
coverage from CAF. Currently, coverage by CAF under group trust policies is
available in eight states. The amount of premiums earned by CAF from sales to
association members under group policies has historically accounted for
approximately one-third of CAF's annual earned premiums.
S-37
<PAGE> 38
Recent Development
On October 24, 1996, CAF reported net income for the quarter ended
September 30, 1996 of $11.7 million, up 4.6 percent compared with net income of
$11.2 million for the same period in the prior year. For the nine months ended
September 30, 1996, CAF reported net income of $38.8 million, up 14 percent
compared to $34.2 million for the same period in the prior year. Total revenues
for the nine month period ended September 30, 1996, were $261.9 million, up 6.7
percent compared to $245.4 million for the same period in the prior year.
SELECTED HISTORICAL FINANCIAL INFORMATION OF CAF
The selected historical financial information set forth below was derived
from the consolidated financial statements of CAF. The consolidated balance
sheets of CAF at December 31, 1994 and 1995, and the consolidated statements of
operations, shareholders' equity and cash flows for the years ended December 31,
1993, 1994 and 1995 and notes thereto were audited by KPMG Peat Marwick LLP,
independent accountants, and are included in CAF's Annual Report, which is
incorporated by reference herein. The selected historical financial information
is qualified in its entirety by, and should be read in conjunction with, CAF's
Annual Report. The consolidated financial information set forth below for the
six months ended June 30, 1995 and 1996, is unaudited; however, in the opinion
of CAF's management, such financial information contains all adjustments,
consisting only of normal recurring items, necessary to present fairly the
financial information for such periods. The results of operations for the six
months ended June 30, 1996 may not be indicative of the results of operations to
be expected for a full year.
<TABLE>
<CAPTION>
SIX MONTHS
YEARS ENDED DECEMBER 31, ENDED JUNE 30,
------------------------------------------ ---------------
1991 1992 1993 1994 1995 1995 1996
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
STATEMENT OF OPERATIONS DATA
Insurance policy income.......................... $188.4 $219.5 $244.8 $263.3 $282.1 $139.0 $146.6
Investment activity:
Net investment income.......................... 17.5 22.8 33.5 41.0 48.6 23.3 27.2
Net realized gains............................. -- -- .6 -- -- -- .1
Total revenues................................... 206.4 242.8 279.4 304.4 330.8 162.4 174.0
Interest expense................................. 1.2 1.6 1.5 2.3 2.4 1.3 1.0
Total benefits and expenses...................... 162.2 189.8 210.8 235.7 259.2 126.3 132.4
Income before income taxes and cumulative effect
of change in accounting for income taxes....... 44.2 53.0 68.6 68.7 71.6 36.1 41.6
Income from cumulative effect of change in
accounting for income taxes.................... 3.7 -- -- -- -- -- --
Net income....................................... 32.6 35.0 43.5 44.8 46.0 23.0 27.1
PER SHARE DATA
Income before cumulative effect of change in
accounting for income taxes, primary and fully
diluted........................................ $ 1.77 $ 2.19 $ 2.36 $ 2.50 $ 2.64 $ 1.31 $ 1.55
Net income, primary and fully diluted............ 2.00 2.19 2.36 2.50 2.64 1.31 1.55
Dividends declared per common share.............. .050 .255 .280 .320 .360 .180 .200
Book value per common share outstanding at period
end............................................ 5.68 9.61 11.58 13.34 16.71 14.48 16.83
Shares outstanding at period end................. 16.0 18.5 18.2 17.5 17.5 17.5 17.5
Average fully diluted shares outstanding......... 16.3 16.0 18.5 17.9 17.5 17.5 17.5
BALANCE SHEET DATA -- PERIOD END
Total assets..................................... $397.7 $556.8 $668.5 $793.1 $948.3 $850.6 $980.4
Notes payable.................................... 21.0 20.0 22.0 24.0 24.0 28.0 29.5
Total liabilities................................ 307.0 379.1 457.2 559.5 656.6 597.8 686.1
Shareholders' equity............................. 90.7 177.7 211.3 233.6 291.7 252.8 294.3
OTHER FINANCIAL DATA (A)
Operating earnings (b)........................... $ 28.9 $ 35.0 $ 43.1 $ 44.8 $ 46.0 $ 23.0 $ 27.0
Operating earnings per primary and fully diluted
common share (b)............................... 1.77 2.19 2.33 2.50 2.64 1.31 1.54
Shareholders' equity excluding unrealized
appreciation of fixed maturity securities
(c)............................................ 90.7 177.7 211.3 233.6 272.9 252.8 297.1
Book value per common share outstanding,
excluding unrealized appreciation of fixed
maturity securities (c)........................ 5.68 9.61 11.58 13.34 15.63 14.48 16.99
Adjusted statutory capital (at period end) (d)... 48.3 108.7 108.0 93.9 88.5 96.4 99.5
Adjusted statutory earnings (e).................. 20.1 25.6 33.5 29.4 30.9 15.3 21.7
</TABLE>
- ---------------
Footnotes on Following Page
S-38
<PAGE> 39
(a) Amounts under this heading are included to assist the reader in analyzing
CAF's financial position and results of operations. Such amounts are not
intended to, and do not, represent net income, net income per share,
shareholders' equity or book value per share prepared in accordance with
GAAP.
(b) Represents net income before cumulative effect of change in accounting for
income taxes and net realized gains, net of income taxes.
(c) Excludes the effects of reporting available-for-sale fixed maturities at
fair value and recording the unrealized gain or loss on such securities as
a component of shareholders' equity, net of tax and other adjustments,
which CAF began to do with respect to a portion of its portfolio effective
December 31, 1995. Such adjustments are in accordance with SFAS 115, as
described in the notes to the consolidated financial statements included in
CAF's Annual Report, which is incorporated herein by reference.
(d) Includes: (1) statutory capital and surplus; (2) MSVR at periods ended
prior to December 31, 1992; and (3) AVR and IMR at periods ended on or
after December 31, 1992. Such statutory data reflect the combined data
derived from the annual statements of CAF's consolidated insurance
subsidiaries as filed with insurance regulatory agencies and prepared in
accordance with statutory accounting practices.
(e) Represents gains from operations before interest expense and income taxes
of CAF's consolidated insurance subsidiaries as reported for statutory
accounting purposes plus income before interest expense and income taxes
of all non-life companies.
TRANSPORT HOLDINGS INC.
Background
THI, through its life insurance subsidiaries, TLIC Life Insurance Company,
Transport Life Insurance Company and Continental Life Insurance Company (all of
which are domiciled in Texas), is principally engaged in the underwriting and
distribution of supplemental health insurance. On September 29, 1995, Travelers
Group, Inc. ("Travelers"), the former parent of THI, distributed all of THI's
outstanding common stock to the stockholders of Travelers. THI is licensed to
conduct insurance business in the District of Columbia and all states except New
York. THI had total assets of $925 million at June 30, 1996.
THI's supplemental health insurance products include cancer insurance and
heart/stroke insurance, and generally provide fixed or limited benefits to the
insureds. These supplemental health products are primarily sold by two
independent general agencies and accounted for approximately 84 percent of
premiums collected in the first six months of 1996. THI has several lines of
business with policies in force that it no longer actively offers, including
life insurance, major/catastrophic hospital insurance and credit insurance. In
addition, THI provides premium processing, claims adjudication and payment, and
actuarial services related to certain businesses of Travelers for which it
receives monthly fee payments pursuant to contracts which expire in September
1998. In late 1995, THI sold its long term care insurance business to ATC. Such
long term care business accounted for approximately $103 million of premiums
collected by THI in 1995 prior to the sale.
Distribution and Marketing
THI primarily offers its products through two independent agencies: TLC
National Marketing Company, Inc. ("TLC") and National Teachers Associates, Inc.
("NTA").
TLC sells cancer, heart/stroke and accident insurance for THI through
approximately 350 full time agents. THI believes TLC's agents sell exclusively
THI products. Policies sold by TLC accounted for approximately 48 percent of
THI's premium income and approximately 75 percent of THI's new annualized
premium for the first six months of 1996. Policies are usually sold door-to-door
primarily in Arkansas, Louisiana, New Mexico, Oklahoma, and Texas.
NTA sells cancer and heart/stroke insurance to school employees. Policies
sold by NTA and its affiliates accounted for approximately 36 percent of THI's
premium income and approximately 12 percent of THI's new annualized premiums for
the first six months of 1996. NTA sells policies for THI, an unaffiliated
insurance company and its own life insurance subsidiary. NTA markets THI's
products by seeking endorsements from state teachers associations and school
districts and, where possible, meeting with school employees during regular
hours at the schools. Agents also solicit school employees directly after school
hours.
S-39
<PAGE> 40
Products
THI's cancer insurance products are individual guaranteed renewable
accident and health insurance policies and accounted for approximately 62
percent of premium income in the first six months of 1996. Under THI's cancer
insurance policies, payments are generally made directly to, or at the direction
of, the policyholder following diagnosis of, or treatment for, a covered type of
cancer. The amount of benefits provided under THI's cancer insurance policies is
not necessarily reflective of the actual cost incurred by the insured as a
result of the illness and is not reduced by any other medical insurance payments
made to or on behalf of the insured.
THI's heart/stroke insurance products generally provide for payments
directly to the policyholder for treatment of a covered heart disease, heart
attack or stroke. The products are guaranteed renewable individual accident and
health policies and accounted for approximately 19 percent of premium income in
the first six months of 1996.
Approximately 16 percent of THI's premiums in the first six months of 1996
were from major/catastrophic hospital insurance and life and accident and health
insurance products no longer actively marketed by THI, and other accident and
health insurance products. This business includes: (1) major/catastrophic
hospital insurance provided to individuals and small employers through master
group policies; (2) substandard life insurance, which is substantially
reinsured; and (3) holiday travel products that provide travel interruption and
accidental death benefits to travelers for short time periods.
Recent Development
On October 15, 1996, THI reported net income for the quarter ended
September 30, 1996 of $5.4 million, up 32 percent compared with net income of
$4.1 million for the same period in the prior year. For the nine months ended
September 30, 1996, THI reported net income of $14.4 million, down 21 percent
compared with net income of $18.2 million for the same period in the prior year.
Total revenues for the nine month period ended September 30, 1996, were $113.7
million, down 43 percent compared to $199.7 million in the same period of the
prior year.
SELECTED HISTORICAL FINANCIAL INFORMATION OF THI
The selected historical financial information set forth below reflects a
series of transactions which occurred on September 29, 1995, pursuant to which
previously separate companies (all of which were wholly-owned subsidiaries of
Travelers) were combined with THI and the outstanding common stock of THI was
distributed to the shareholders of Travelers. The financial statements of THI
for periods prior to the September 29, 1995 transactions, reflect the results of
operations and the financial position of the previously separate companies as if
such companies had been combined at the beginning of the periods presented using
the pooling of interests method. The selected historical financial information
was derived from the consolidated financial statements of THI. In conjunction
with the September 29, 1995 transactions, THI issued $50 million of its
subordinated notes and borrowed $62 million from a syndicate of banks. The
proceeds of the borrowings were used, in part, to make a distribution of $96
million to the former parent and to pay expenses of $6.5 million associated with
the September 29, 1995 transactions. During the fourth quarter of 1995, THI sold
its long term care business to ATC. These transactions significantly affect the
comparability of the results of operations in 1996 with prior periods. For a
description of these transactions, see THI's Annual Report. See "Incorporation
of Certain Documents by Reference."
The consolidated balance sheets of THI at December 31, 1994 and 1995, and
the consolidated statements of income, shareholders' equity and cash flows for
the years ended December 31, 1993, 1994 and 1995 and notes thereto were audited
by KPMG Peat Marwick LLP, independent public accountants, and are included in
THI's Annual Report which is incorporated by reference herein. The consolidated
financial information is qualified in its entirely by, and should be read in
conjunction with, THI's Annual Report. The selected historical financial
information set forth below as of December 31, 1992, and as of and for the year
ended December 31, 1991, and the six months ended June 30, 1995 and 1996, is
unaudited; however, in the opinion of THI's management, such financial
information contains all adjustments, consisting only of normal recurring items,
necessary to present fairly the financial information for such periods. The
results of operations for the
S-40
<PAGE> 41
six months ended June 30, 1996, may not be indicative of the results of
operations to be expected for a full year.
<TABLE>
<CAPTION>
SIX MONTHS
YEARS ENDED DECEMBER 31, ENDED JUNE 30,
------------------------------------------- ---------------
1991 1992 1993 1994 1995 1995 1996
------ ------ ------ ------ ------- ------ ------
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA
Insurance policy income......................... $342.7 $289.0 $256.9 $227.7 $ 190.2 $108.6 $ 55.6
Investment activity:
Net investment income......................... 42.1 43.7 44.0 46.6 49.7 26.0 19.9
Net realized gains (losses)................... 2.8 19.7 26.8 (3.4) 6.7 .4 .3
Total revenues.................................. 399.6 368.1 331.0 270.9 246.6 135.0 76.4
Interest expense................................ -- -- -- -- 2.3 -- 4.5
Expenses of spin-off and related transactions... -- -- -- -- 2.2 -- --
Loss on sale of long term care business......... -- -- -- -- 68.5 -- --
Total benefits and expenses..................... 356.5 305.3 281.0 234.9 287.7 113.9 62.5
Income (loss) before income taxes and cumulative
effect of change in accounting principle...... 43.1 62.8 50.0 36.0 (41.1) 21.1 13.9
Cumulative effect of change in accounting
principle..................................... -- -- (.3) -- -- -- --
Net income (loss)............................... 30.3 42.7 32.6 23.0 (26.8) 14.0 9.0
PER SHARE DATA
Net income (loss), primary (a).................. $(17.75) $ 3.85
Net income (loss), fully diluted (a)............ (17.75) 2.42
Book value per fully diluted common share (b)... 66.59 61.60
Shares outstanding at period end................ 1.6 1.6
Average fully diluted shares outstanding........ 2.0 3.1
BALANCE SHEET DATA -- PERIOD END
Total assets.................................... $740.0 $813.3 $890.7 $885.2 $ 950.5 $949.7 $924.5
Notes payable (including convertible
subordinated debentures)...................... -- -- -- -- 110.3 -- 108.3
Total liabilities............................... 502.1 548.3 587.6 595.8 746.4 619.9 756.4
Shareholders' equity............................ 237.9 265.0 303.1 289.4 204.1 329.8 168.1
OTHER FINANCIAL DATA (C)
Operating earnings (d).......................... $ 28.5 $ 29.7 $ 15.5 $ 25.2 $ 15.4 $ 13.8 $ 8.8
Operating earnings per fully diluted common
share (a), (d)................................ 7.50 2.35
Shareholders' equity excluding unrealized
appreciation (depreciation) of fixed maturity
securities (e)................................ 237.9 265.0 303.1 312.2 180.9 317.5 164.6
Book value per common share outstanding
excluding unrealized appreciation of fixed
maturity securities
(e)........................................... 59.14 60.49
Adjusted statutory capital (at period end)
(f)........................................... 96.9 122.2 132.0 130.7 163.5 129.2 146.7
Adjusted statutory earnings (g)................. 28.0 39.3 8.1 24.5 51.8 10.9 19.3
</TABLE>
- ---------------
(a) Per share data for the year ended December 31, 1995, is presented as if the
1,590,461 shares outstanding after the September 29, 1995 distribution were
outstanding for the entire year. Operating earnings per fully diluted share
data for the year ended December 31, 1995, also include the dilutive effect
of the issuance of the subordinated convertible notes from the date of
issuance, September 29, 1995. Such equivalent shares were anti-dilutive for
purposes of computing net loss per fully diluted share for the year ended
December 31, 1995.
(b) Book value per common share reflects the dilution which would occur if the
subordinated convertible notes were converted to common stock and
outstanding options were exercised.
(c) Amounts under this heading are included to assist the reader in analyzing
THI's financial position and result of operations. Such amounts are not
intended to, and do not, represent net income, net income per share,
shareholders' equity or book value per share prepared in accordance with
GAAP.
S-41
<PAGE> 42
(d) Represents income before cumulative effect of change in accounting
principle, excluding: (i) net realized gains (losses), net of income taxes;
(ii) the loss on the sale of long term care business, net of income taxes;
and (iii) expenses related to THI's September 29, 1995 spin-off and related
transactions, net of income taxes.
(e) Excludes the effects of reporting fixed maturities at fair value and
recording the unrealized gain or loss on such securities as a component of
shareholders' equity, net of tax and other adjustments, which THI began to
do effective January 1, 1994. Such adjustments are in accordance with SFAS
115, as described in the notes to the consolidated financial statements
included in THI's Annual Report which is incorporated herein by reference.
(f) Includes: (1) statutory capital and surplus; (2) MSVR at periods ended
prior to December 31, 1992; and (3) AVR and IMR at periods ended on or
after December 31, 1992. Such statutory data reflect the combined data
derived from the annual statements of THI's consolidated insurance
subsidiaries as filed with insurance regulatory agencies and prepared in
accordance with statutory accounting practices.
(g) Represents gains from operations before interest expense and income taxes
of THI's consolidated insurance subsidiaries as reported for statutory
accounting purpose plus income before interest expense, expenses related to
THI's September 29, 1995 spin-off, and income taxes of all non-life
companies.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY
The unaudited pro forma consolidated statements of operations of the
Company for the year ended December 31, 1995, and for the six months ended June
30, 1996, present the consolidated operating results of the Company as if the
following planned transactions had occurred on January 1, 1995: (1) the
Offering; (2) the Additional Offering; (3) the ATC Merger; (4) the BLH
Transaction; (5) the CAF Merger; and (6) the THI Merger.
The pro forma consolidated statement of operations data for the Company for
the year ended December 31, 1995, set forth in the unaudited pro forma
consolidated statement of operations under the column "Pro forma Conseco before
the Offering" reflect the prior application of certain pro forma adjustments for
the following transactions, all of which have already occurred, as if such
transactions had occurred on January 1, 1995: (1) the Series D Call; (2) the ALH
Transaction; (3) the LPG Merger; (4) the acquisition of all of the outstanding
common stock of CCP not previously owned by the Company and related transactions
(including the repayment of the borrowings under the Company's existing $250.0
million revolving credit agreement); (5) the increase of the Company's ownership
in BLH to 90.5 percent, as a result of purchases of common shares of BLH by the
Company and BLH during 1995 and the first three months of 1996; (6) the issuance
of 4.37 million shares of Conseco PRIDES in January 1996; (7) the BLH Tender
Offer; and (8) the debt restructuring of ALH in the fourth quarter of 1995. Such
pro forma adjustments are set forth in: (1) Exhibit 99.2 included in the
Company's Current Report on Form 8-K dated September 25, 1996; (2) the Company's
Current Report on Form 8-K dated August 2, 1996; and (3) Exhibit 99.1 included
in the Company's Current Report on Form 8-K dated April 10, 1996, each of which
is incorporated herein by reference. See "Incorporation of Certain Documents by
Reference" in the accompanying Prospectus.
The pro forma consolidated statement of operations data for the Company for
the six months ended June 30, 1996, set forth in the unaudited pro forma
consolidated statement of operations under the column "Pro forma Conseco before
the Offering" reflect the prior application of certain pro forma adjustments for
the following transactions, all of which have already occurred, as if such
transactions had occurred on January 1, 1995: (1) the Series D Call; (2) the ALH
Transaction; (3) the LPG Merger; (4) the issuance of 4.37 million shares of
Conseco PRIDES in January 1996; and (5) the BLH Tender Offer. Such pro forma
adjustments are set forth in: (1) Exhibit 99.2 included in the Company's Current
Report on Form 8-K dated September 25, 1996; (2) the Company's Current Report on
Form 8-K dated August 2, 1996; and (3) Exhibit 99.1 included in the Company's
Form 10-Q for the quarterly period ended June 30, 1996.
The unaudited pro forma consolidated balance sheet of the Company as of
June 30, 1996, gives effect to the following planned transactions as if each had
occurred on June 30, 1996: (1) the Offering; (2) the Additional Offering; (3)
the ATC Merger; (4) the BLH Transaction; (5) the CAF Merger; and (6) the THI
Merger.
S-42
<PAGE> 43
The unaudited pro forma consolidated balance sheet data as of June 30,
1996, set forth in the unaudited pro forma consolidated balance sheet under the
column "Pro forma Conseco before the Offering" reflect the prior application of
certain pro forma adjustments for the following transactions, all of which have
already occurred, as if such transactions had occurred on June 30, 1996: (1) the
Series D Call; (2) the ALH Transaction; and (3) the LPG Merger. Such pro forma
adjustments are set forth in: (1) Exhibit 99.2 included in the Company's Current
Report on Form 8-K dated September 25, 1996; and (2) the Company's Current
Report on Form 8-K dated August 2, 1996, each of which is incorporated herein by
reference. See "Incorporation of Certain Documents by Reference" in the
accompanying Prospectus.
The pro forma consolidated financial statements are based on the historical
financial statements of the Company, LPG, ATC, CAF and THI and are qualified in
their entirety by and should be read in conjunction with, these financial
statements and the notes thereto. The pro forma data are not necessarily
indicative of the results of operations or financial condition of the Company
had these transactions occurred on January 1, 1995, nor the results of future
operations. The Company anticipates cost savings and additional benefits as a
result of certain of the transactions contemplated in the pro forma financial
statements. Such benefits and any other changes that might have resulted from
management of the combined companies have not been included as adjustments to
the pro forma consolidated financial statements. Certain amounts from the prior
periods have been reclassified to conform to the current presentation.
The unaudited pro forma consolidated financial statements reflect cost
allocations for the LPG Merger, the ALH Transaction, the ATC Merger, the BLH
Transaction, the CAF Merger and the THI Merger using estimated values of the
assets and liabilities of LPG, ATC, ALH, BLH, CAF and THI as of the assumed
merger dates based on appraisals and other studies, which are not yet complete.
Accordingly, the final allocations will be different than the amounts included
in the accompanying pro forma consolidated financial statements. Although the
final allocations will differ, the pro forma consolidated financial statements
reflect management's best estimate based on currently available information as
if the LPG Merger, the ALH Transaction, the ATC Merger, the BLH Transaction, the
CAF Merger and the THI Merger had occurred on the assumed merger dates.
S-43
<PAGE> 44
CONSECO
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA
PRO FORMA PRO FORMA ADJUSTMENTS
CONSECO ADJUSTMENTS PRO FORMA RELATING TO PRO FORMA
BEFORE THE RELATING TO THE FOR THE ADDITIONAL CONSECO ATC
OFFERING OFFERING OFFERING OFFERING SUBTOTAL HISTORICAL
---------- ---------------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Insurance policy income..................... $ 897.2 $ -- $ 897.2 $ -- $ 897.2 $186.9
Investment activity:
Net investment income..................... 719.4 719.4 719.4 21.3
Net trading losses........................ (7.3) (7.3) (7.3)
Net realized gains........................ 15.4 15.4 15.4 1.3
Fee revenue................................. 20.1 20.1 20.1
Restructuring income........................ 30.4 30.4 30.4
Other income................................ 10.2 10.2 10.2
------- ----- ------- ----- ------- ------
Total revenues........................ 1,685.4 -- 1,685.4 -- 1,685.4 209.5
------- ----- ------- ----- ------- ------
Benefits and expenses:
Insurance policy benefits and change in
future policy benefits.................... 626.0 626.0 626.0 127.3
Interest expense on annuities and financial
products.................................. 378.3 378.3 378.3
Interest expense on notes payable........... 67.6 (8.6)(1) 59.0 (7.1)(6) 51.9 4.0
Interest expense on investment borrowings... 10.7 10.7 10.7
Amortization related to operations.......... 168.3 168.3 168.3 10.9
Amortization related to realized gains...... 15.1 15.1 15.1
Other operating costs and expenses.......... 157.9 157.9 157.9 42.4
------- ----- ------- ----- ------- ------
Total benefits and expenses........... 1,423.9 (8.6) 1,415.3 (7.1) 1,408.2 184.6
------- ----- ------- ----- ------- ------
Income (loss) before income taxes,
minority interest and extraordinary
charge............................... 261.5 8.6 270.1 7.1 277.2 24.9
Income tax expense (benefit)................. 100.3 3.0(2) 103.3 2.5(7) 105.8 8.1
------- ----- ------- ----- ------- ------
Income (loss) before minority interest
and extraordinary charge............. 161.2 5.6 166.8 4.6 171.4 16.8
Minority interest in consolidated
subsidiaries:
Dividends on Company - obligated mandatorily
redeemable preferred securities of
subsidiary trusts......................... -- 8.2(3) 8.2 6.7(8) 14.9
Dividends on preferred stock................ 4.4 4.4 4.4
Equity in earnings.......................... 7.9 7.9 7.9
------- ----- ------- ----- ------- ------
Income (loss) before extraordinary
charge............................... $ 148.9 $ (2.6) $ 146.3 $(2.1) $ 144.2 $ 16.8
======= ===== ======= ===== ======= ======
Earnings per common share and common
equivalent share:
Primary:
Weighted average shares outstanding..... 77.0 77.0 77.0
======= ======= =======
Income before extraordinary charge...... $ 1.93 $ 1.90 $ 1.87
======= ======= =======
Fully diluted:
Weighted average shares outstanding..... 77.8 77.8 77.8
======= ======= =======
Income before extraordinary charge...... $ 1.91 $ 1.88 $ 1.85
======= ======= =======
<CAPTION>
PRO FORMA
ADJUSTMENTS PRO FORMA
RELATING TO THE CONSECO
ATC MERGER SUBTOTAL
---------------- ----------
<S> <C> <C>
Revenues:
Insurance policy income..................... $ -- $1,084.1
Investment activity:
Net investment income..................... 0.7(11) 741.4
Net trading losses........................ (7.3)
Net realized gains........................ 2.3(11) 19.0
Fee revenue................................. 20.1
Restructuring income........................ 30.4
Other income................................ 10.2
------ -------
Total revenues........................ 3.0 1,897.9
------ -------
Benefits and expenses:
Insurance policy benefits and change in
future policy benefits.................... 753.3
Interest expense on annuities and financial
products.................................. 378.3
Interest expense on notes payable........... 1.0(12) 54.4
(2.5)(13)
Interest expense on investment borrowings... 10.7
Amortization related to operations.......... (10.9)(14) 188.7
13.2(14)
7.2(15)
Amortization related to realized gains...... 15.1
Other operating costs and expenses.......... 200.3
------ -------
Total benefits and expenses........... 8.0 1,600.8
------ -------
Income (loss) before income taxes,
minority interest and extraordinary
charge............................... (5.0) 297.1
Income tax expense (benefit)................. 0.8(16) 114.7
------ -------
Income (loss) before minority interest
and extraordinary charge............. (5.8) 182.4
Minority interest in consolidated
subsidiaries:
Dividends on Company - obligated mandatorily
redeemable preferred securities of
subsidiary trusts......................... 14.9
Dividends on preferred stock................ 4.4
Equity in earnings.......................... 7.9
------ -------
Income (loss) before extraordinary
charge............................... $ (5.8) $ 155.2
====== =======
Earnings per common share and common
equivalent share:
Primary:
Weighted average shares outstanding..... 13.1(17) 90.1
====== =======
Income before extraordinary charge...... $ 1.72
=======
Fully diluted:
Weighted average shares outstanding..... 18.1(17) 95.9
====== =======
Income before extraordinary charge...... $ 1.63
=======
</TABLE>
(continued on the page which follows)
The accompanying notes are an integral part of the pro forma consolidated
financial statements.
S-44
<PAGE> 45
CONSECO
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (CONTINUED)
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
ADJUSTMENTS PRO FORMA ADJUSTMENTS PRO FORMA
RELATING TO THE CONSECO CAF RELATING TO THE CONSECO THI
BLH TRANSACTION SUBTOTAL HISTORICAL CAF MERGER SUBTOTAL HISTORICAL
--------------- --------- ---------- --------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Insurance policy income................. $ -- $1,084.1 $146.6 $ -- $1,230.7 $ 55.6
Investment activity:
Net investment income................. 0.1(26) 741.5 27.3 (1.7)(32) 767.1 19.9
Net trading losses.................... (7.3) (7.3)
Net realized gains.................... 19.0 0.1 (0.1)(32) 19.0 0.3
Fee revenue............................. 20.1 20.1
Restructuring income.................... 30.4 30.4
Other income............................ 10.2 10.2 0.6
------ ------- ------ ------ ------- -----
Total revenues.................... 0.1 1,898.0 174.0 (1.8) 2,070.2 76.4
------ ------- ------ ------ ------- -----
Benefits and expenses:
Insurance policy benefits and change in
future policy benefits................ (1.0)(26) 752.3 80.9 (1.5)(33) 831.7 37.1
Interest expense on annuities and
financial products.................... 378.3 378.3
Interest expense on notes payable....... 54.4 1.0 (1.0)(34) 73.0 4.5
18.6(35)
Interest expense on investment
borrowings............................ 10.7 10.7
Amortization related to operations...... 0.1(26) 188.8 12.3 (12.3)(36) 207.9 4.2
16.2(36)
2.9(37)
Amortization related to realized
gains................................. 0.1(26) 15.2 15.2
Other operating costs and expenses...... 1.1(26) 201.4 38.2 239.6 16.7
------ ------- ------ ------ ------- -----
Total benefits and expenses....... 0.3 1,601.1 132.4 22.9 1,756.4 62.5
------ ------- ------ ------ ------- -----
Income (loss) before income taxes,
minority interest and
extraordinary charge............. (0.2) 296.9 41.6 (24.7) 313.8 13.9
Income tax expense (benefit)............. 0.1(27) 114.8 14.5 (7.6)(38) 121.7 4.9
------ ------- ------ ------ ------- -----
Income (loss) before minority
interest and extraordinary
charge........................... (0.3) 182.1 27.1 (17.1) 192.1 9.0
Minority interest in consolidated
subsidiaries:
Dividends on Company - obligated
mandatorily redeemable preferred
securities of subsidiary trusts....... 14.9 14.9
Dividends on preferred stock............ 4.4 4.4
Equity in earnings...................... (7.9)(28) -- --
------ ------- ------ ------ ------- -----
Income (loss) before extraordinary
charge........................... $ 7.6 $ 162.8 $ 27.1 $ (17.1) $ 172.8 $ 9.0
====== ======= ====== ====== ======= =====
Earnings per common share and common
equivalent share:
Primary:
Weighted average shares
outstanding....................... 2.6(29) 92.7 2.4(39) 95.1
====== ======= ====== =======
Income before extraordinary
charge............................ $ 1.76 $ 1.82
======= =======
Fully diluted:
Weighted average shares
outstanding....................... 2.6(29) 98.5 2.4(39) 100.9
====== ======= ====== =======
Income before extraordinary
charge............................ $ 1.66 $ 1.72
======= =======
<CAPTION>
PRO FORMA
PRO FORMA FOR THE
ADJUSTMENTS OFFERING AND
RELATING TO OTHER
THE THI PLANNED
MERGER TRANSACTIONS
----------- ------------
<S> <C> <C>
Revenues:
Insurance policy income................. $ -- $1,286.3
Investment activity:
Net investment income................. (3.3)(51) 783.7
Net trading losses.................... (7.3)
Net realized gains.................... (0.3)(51) 19.0
Fee revenue............................. 20.1
Restructuring income.................... 30.4
Other income............................ 10.8
----- -------
Total revenues.................... (3.6) 2,143.0
----- -------
Benefits and expenses:
Insurance policy benefits and change in
future policy benefits................ 868.8
Interest expense on annuities and
financial products.................... 378.3
Interest expense on notes payable....... (4.5)(52) 73.6
0.6(52)
Interest expense on investment
borrowings............................ 10.7
Amortization related to operations...... (4.2)(53) 214.9
7.0(53)
Amortization related to realized
gains................................. 15.2
Other operating costs and expenses...... 256.3
----- -------
Total benefits and expenses....... (1.1) 1,817.8
----- -------
Income (loss) before income taxes,
minority interest and
extraordinary charge............. (2.5) 325.2
Income tax expense (benefit)............. (0.9)(54) 125.7
----- -------
Income (loss) before minority
interest and extraordinary
charge........................... (1.6) 199.5
Minority interest in consolidated
subsidiaries:
Dividends on Company - obligated
mandatorily redeemable preferred
securities of subsidiary trusts....... 14.9
Dividends on preferred stock............ 4.4
Equity in earnings...................... --
----- -------
Income (loss) before extraordinary
charge........................... $(1.6) $ 180.2
===== =======
Earnings per common share and common
equivalent share:
Primary:
Weighted average shares
outstanding....................... 4.7(55) 99.8
===== =======
Income before extraordinary
charge............................ $ 1.81
=======
Fully diluted:
Weighted average shares
outstanding....................... 4.7(55) 105.6
===== =======
Income before extraordinary
charge............................ $ 1.72
=======
</TABLE>
The accompanying notes are an integral part of the pro forma consolidated
financial statements.
S-45
<PAGE> 46
CONSECO
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA
PRO FORMA PRO FORMA ADJUSTMENTS
CONSECO ADJUSTMENTS PRO FORMA RELATING TO PRO FORMA
BEFORE THE RELATING TO THE FOR THE ADDITIONAL CONSECO ATC
OFFERING OFFERING OFFERING OFFERING SUBTOTAL HISTORICAL
---------- ---------------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Insurance policy income..................... $1,752.8 $ -- $1,752.8 $ -- $1,752.8 $273.9
Investment activity:
Net investment income..................... 1,461.1 1,461.1 1,461.1 23.2
Net trading income........................ 2.5 2.5 2.5
Net realized gains........................ 220.3 220.3 220.3 0.2
Fee revenue................................. 33.9 33.9 33.9
Restructuring income........................ 15.2 15.2 15.2
Other income................................ 12.6 12.6 12.6
------- ------ ------- ------ ------- ------
Total revenues.......................... 3,498.4 -- 3,498.4 -- 3,498.4 297.3
------- ------ ------- ------ ------- ------
Benefits and expenses:
Insurance policy benefits and change in
future policy benefits.................... 1,261.4 1,261.4 1,261.4 172.9
Interest expense on annuities and financial
products.................................. 758.5 758.5 758.5
Interest expense on notes payable........... 143.5 (17.3)(1) 126.2 (14.1)(6) 112.1 3.3
Interest expense on investment borrowings... 30.2 30.2 30.2
Amortization related to operations.......... 307.3 307.3 307.3 22.7
Amortization related to realized gains...... 144.4 144.4 144.4
Loss on sale of long-term care business..... -- -- --
Expenses of spin-off and related
transactions.............................. -- -- --
Other operating costs and expenses.......... 356.4 356.4 356.4 63.7
------- ------ ------- ------ ------- ------
Total benefits and expenses............. 3,001.7 (17.3) 2,984.4 (14.1) 2,970.3 262.6
------- ------ ------- ------ ------- ------
Income (loss) before income taxes,
minority interest and extraordinary
charge................................ 496.7 17.3 514.0 14.1 528.1 34.7
Income tax expense (benefit)................. 192.3 6.1(2) 198.4 4.9 (7) 203.3 11.0
------- ------ ------- ------ ------- ------
Income (loss) before minority interest
and extraordinary charge.............. 304.4 11.2 315.6 9.2 324.8 23.7
Minority interest in consolidated
subsidiaries:
Dividends on Company - obligated mandatorily
redeemable preferred securities of
subsidiary trusts......................... -- 16.4(3) 16.4 13.4 (8) 29.8
Dividends on preferred stock................ 8.7 8.7 8.7
Equity in earnings.......................... 12.6 12.6 12.6
------- ------ ------- ------ ------- ------
Income (loss) before extraordinary
charge................................ $ 283.1 $ (5.2) $ 277.9 $ (4.2) $ 273.7 $ 23.7
======= ====== ======= ====== ======= ======
Earnings per common share and common
equivalent share:
Primary:
Weighted average shares outstanding..... 75.7 75.7 75.7
======= ======= =======
Income before extraordinary charge...... $ 3.74 $ 3.67 $ 3.62
======= ======= =======
Fully diluted:
Weighted average shares outstanding..... 76.0 76.0 76.0
======= ======= =======
Income before extraordinary charge...... $ 3.72 $ 3.66 $ 3.60
======= ======= =======
<CAPTION>
PRO FORMA
ADJUSTMENTS PRO FORMA
RELATING TO THE CONSECO
ATC MERGER SUBTOTAL
---------------- ----------
<S> <C> <C>
Revenues:
Insurance policy income..................... $ -- $2,026.7
Investment activity:
Net investment income..................... 1.8(11) 1,486.1
Net trading income........................ 2.5
Net realized gains........................ 2.0(11) 222.5
Fee revenue................................. 33.9
Restructuring income........................ 15.2
Other income................................ 12.6
------ --------
Total revenues.......................... 3.8 3,799.5
------ --------
Benefits and expenses:
Insurance policy benefits and change in
future policy benefits.................... 1,434.3
Interest expense on annuities and financial
products.................................. 758.5
Interest expense on notes payable........... 1.9(12) 114.1
(3.2)(13)
Interest expense on investment borrowings... 30.2
Amortization related to operations.......... (22.7)(14) 345.2
23.5(14)
14.4(15)
Amortization related to realized gains...... 144.4
Loss on sale of long-term care business..... --
Expenses of spin-off and related
transactions.............................. --
Other operating costs and expenses.......... 420.1
------ --------
Total benefits and expenses............. 13.9 3,246.8
------ --------
Income (loss) before income taxes,
minority interest and extraordinary
charge................................ (10.1) 552.7
Income tax expense (benefit)................. 1.5(16) 215.8
------ --------
Income (loss) before minority interest
and extraordinary charge.............. (11.6) 336.9
Minority interest in consolidated
subsidiaries:
Dividends on Company - obligated mandatorily
redeemable preferred securities of
subsidiary trusts......................... 29.8
Dividends on preferred stock................ 8.7
Equity in earnings.......................... 12.6
------ --------
Income (loss) before extraordinary
charge................................ $(11.6) $ 285.8
====== ========
Earnings per common share and common
equivalent share:
Primary:
Weighted average shares outstanding..... 13.1(17) 88.8
====== ========
Income before extraordinary charge...... $ 3.22
========
Fully diluted:
Weighted average shares outstanding..... 18.1(17) 94.1
====== ========
Income before extraordinary charge...... $ 3.04
========
</TABLE>
(continued on the page which follows)
The accompanying notes are an integral part of the pro forma consolidated
financial statements.
S-46
<PAGE> 47
CONSECO
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1995
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
ADJUSTMENTS PRO FORMA ADJUSTMENTS PRO FORMA
RELATING TO THE CONSECO CAF RELATING TO THE CONSECO THI
BLH TRANSACTION SUBTOTAL HISTORICAL CAF MERGER SUBTOTAL HISTORICAL
--------------- --------- ---------- --------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Insurance policy income.................. $ (0.3)(26) $2,026.4 $282.1 $ -- $2,308.5 $190.2
Investment activity:
Net investment income.................. (0.1)(26) 1,486.0 48.6 (3.4)(32) 1,531.2 49.7
Net trading income..................... 2.5 2.5
Net realized gains..................... (0.4)(26) 222.1 (0.1)(32) 222.0 6.7
Fee revenue.............................. 33.9 33.9
Restructuring income..................... 15.2 15.2
Other income............................. (0.1)(26) 12.5 0.1 12.6
------ ------- ------ ------ ------- ------
Total revenues....................... (0.9) 3,798.6 330.8 (3.5) 4,125.9 246.6
------ ------- ------ ------ ------- ------
Benefits and expenses:
Insurance policy benefits and change in
future policy benefits................. (1.7)(26) 1,432.6 155.3 (3.0)(33) 1,584.9 131.9
Interest expense on annuities and
financial products..................... 0.3 (26) 758.8 758.8
Interest expense on notes payable........ (0.4)(26) 113.7 2.4 (2.4)(34) 150.8 2.3
37.1 (35)
Interest expense on investment
borrowings............................. 30.2 30.2
Amortization related to operations....... (2.8)(26) 342.4 21.5 (21.5) (36) 380.2 24.5
32.0 (36)
5.8 (37)
Amortization related to realized gains... (0.6)(26) 143.8 143.8
Loss on sale of long-term care
business............................... -- -- 68.5
Expenses of spin-off and related
transactions........................... -- -- 2.2
Other operating costs and expenses....... 5.9 (26) 426.0 80.0 506.0 58.3
------ ------- ------ ------ ------- ------
Total benefits and expenses.......... 0.7 3,247.5 259.2 48.0 3,554.7 287.7
------ ------- ------ ------ ------- ------
Income (loss) before income taxes,
minority interest and extraordinary
charge............................. (1.6) 551.1 71.6 (51.5) 571.2 (41.1)
Income tax expense (benefit).............. (0.6)(27) 215.2 25.6 (16.0)(38) 224.8 (14.3)
------ ------- ------ ------ ------- ------
Income (loss) before minority
interest and extraordinary
charge............................. (1.0) 335.9 46.0 (35.5) 346.4 (26.8)
Minority interest in consolidated
subsidiaries:
Dividends on Company - obligated
mandatorily redeemable preferred
securities of subsidiary trusts........ 29.8 29.8
Dividends on preferred stock............. 8.7 8.7
Equity in earnings....................... (12.6)(28) -- --
------ ------- ------ ------ ------- ------
Income (loss) before extraordinary
charge............................. $ 11.6 $ 297.4 $ 46.0 $ (35.5) $ 307.9 $(26.8)
====== ======= ====== ====== ======= ======
Earnings per common share and common
equivalent share:
Primary:
Weighted average shares
outstanding........................ 2.6 (29) 91.4 2.4(39) 93.8
====== ======= ====== =======
Income before extraordinary charge... $ 3.26 $ 3.28
======= =======
Fully diluted:
Weighted average shares
outstanding........................ 2.6 (29) 96.7 2.4(39) 99.1
====== ======= ====== =======
Income before extraordinary charge... $ 3.08 $ 3.11
======= =======
<CAPTION>
PRO FORMA
PRO FORMA FOR THE
ADJUSTMENTS OFFERING
RELATING TO AND OTHER
THE THI PLANNED
MERGER TRANSACTIONS
----------- ------------
<S> <C> <C>
Revenues:
Insurance policy income.................. $ $2,498.7
Investment activity:
Net investment income.................. (6.9)(51) 1,574.0
Net trading income..................... 2.5
Net realized gains..................... (6.7)(51) 222.0
Fee revenue.............................. 33.9
Restructuring income..................... 15.2
Other income............................. 12.6
------ -------
Total revenues....................... (13.6) 4,358.9
------ -------
Benefits and expenses:
Insurance policy benefits and change in
future policy benefits................. 1,716.8
Interest expense on annuities and
financial products..................... 758.8
Interest expense on notes payable........ (2.3)(52) 152.0
1.2(52)
Interest expense on investment
borrowings............................. 30.2
Amortization related to operations....... (24.5)(53) 396.1
15.9(53)
Amortization related to realized gains... 143.8
Loss on sale of long-term care
business............................... (68.5)(56) --
Expenses of spin-off and related
transactions........................... (2.2)(56) --
Other operating costs and expenses....... 564.3
------ -------
Total benefits and expenses.......... (80.4) 3,762.0
------ -------
Income (loss) before income taxes,
minority interest and extraordinary
charge............................. 66.8 596.9
Income tax expense (benefit).............. 22.7(54) 233.2
------ -------
Income (loss) before minority
interest and extraordinary
charge............................. 44.1 363.7
Minority interest in consolidated
subsidiaries:
Dividends on Company - obligated
mandatorily redeemable preferred
securities of subsidiary trusts........ 29.8
Dividends on preferred stock............. 8.7
Equity in earnings....................... --
------ -------
Income (loss) before extraordinary
charge............................. $ 44.1 $ 325.2
====== =======
Earnings per common share and common
equivalent share:
Primary:
Weighted average shares
outstanding........................ 4.7(55) 98.5
====== =======
Income before extraordinary charge... $ 3.30
=======
Fully diluted:
Weighted average shares
outstanding........................ 4.7(55) 103.8
====== =======
Income before extraordinary charge... $ 3.14
=======
</TABLE>
The accompanying notes are an integral part of the pro forma consolidated
financial statements.
S-47
<PAGE> 48
CONSECO
PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
(DOLLARS IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA
PRO FORMA PRO FORMA ADJUSTMENTS
CONSECO ADJUSTMENTS PRO FORMA RELATING TO PRO FORMA
BEFORE THE RELATING TO THE FOR THE ADDITIONAL CONSECO ATC
OFFERING OFFERING OFFERING OFFERING SUBTOTAL HISTORICAL
---------- --------------- --------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments:
Actively managed fixed maturity
securities at fair value...... $15,872.3 $ -- $15,872.3 $ -- $15,872.3 $ 651.8
Held-to-maturity fixed maturity
securities.................... -- -- --
Equity securities at fair
value......................... 99.6 99.6 99.6
Mortgage loans.................. 404.2 404.2 404.2 0.4
Credit-tenant loans............. 309.7 309.7 309.7
Policy loans.................... 528.7 528.7 528.7
Other invested assets........... 191.0 191.0 191.0
Trading account securities...... 0.7 0.7 0.7
Short-term investments.......... 204.6 265.5(4) 204.6 217.1(9) 204.6 17.5
(265.5)(4) (217.1)(9)
Assets held in separate
accounts...................... 271.6 271.6 271.6
--------- --------- --------- --------- --------- ---------
Total investments............. 17,882.4 -- 17,882.4 -- 17,882.4 669.7
Accrued investment income......... 284.1 284.1 284.1 7.4
Cost of policies purchased........ 1,893.6 1,893.6 1,893.6 11.2
Cost of policies produced......... 483.2 483.2 483.2 160.8
Reinsurance receivables........... 374.6 374.6 374.6
Income taxes...................... 209.7 209.7 209.7
Goodwill.......................... 1,566.8 1,566.8 1,566.8
Property and equipment............ 89.0 89.0 89.0 4.0
Securities segregated for future
redemption of redeemable
preferred stock of a Partnership
II entity....................... 40.7 40.7 40.7
Other assets...................... 234.2 234.2 234.2 14.3
--------- --------- --------- --------- --------- ---------
Total assets.................. $23,058.3 $ -- $23,058.3 $ -- $23,058.3 $ 867.4
========= ========= ========= ========= ========= =========
<CAPTION>
PRO FORMA
ADJUSTMENTS PRO FORMA
RELATING TO THE CONSECO
ATC MERGER SUBTOTAL
--------------- ---------
<S> <C> <C>
Assets
Investments:
Actively managed fixed maturity
securities at fair value...... $ -- $16,524.1
Held-to-maturity fixed maturity
securities.................... --
Equity securities at fair
value......................... 99.6
Mortgage loans.................. 404.6
Credit-tenant loans............. 309.7
Policy loans.................... 528.7
Other invested assets........... 191.0
Trading account securities...... 0.7
Short-term investments.......... (30.4)(18) 222.1
30.4(19)
Assets held in separate
accounts...................... 271.6
--------- ---------
Total investments............. -- 18,552.1
Accrued investment income......... 291.5
Cost of policies purchased........ 256.2(20) 2,149.8
(11.2)(20)
Cost of policies produced......... (160.8)(21) 483.2
Reinsurance receivables........... 374.6
Income taxes...................... (25.6)(22) 163.1
(21.0)(22)
Goodwill.......................... 577.3(23) 2,144.1
Property and equipment............ 93.0
Securities segregated for future
redemption of redeemable
preferred stock of a Partnership
II entity....................... 40.7
Other assets...................... 248.5
--------- ---------
Total assets.................. $ 614.9 $24,540.6
========= =========
</TABLE>
(continued on the page which follows)
The accompanying notes are an integral part of the pro forma consolidated
financial statements.
S-48
<PAGE> 49
CONSECO
PRO FORMA CONSOLIDATED BALANCE SHEET (CONTINUED)
JUNE 30, 1996
(DOLLARS IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
ADJUSTMENTS PRO FORMA ADJUSTMENTS PRO FORMA
RELATING TO THE CONSECO CAF RELATING TO THE CONSECO THI
BLH TRANSACTION SUBTOTAL HISTORICAL CAF MERGER SUBTOTAL HISTORICAL
--------------- --------- ---------- --------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments:
Actively managed fixed
maturity securities at
fair value................ $ -- $16,524.1 $ 318.1 $ 351.8 (40) $17,291.1 $ 480.5
97.1 (41)
Held-to-maturity fixed
maturity securities....... -- 351.8 (351.8)(40) --
Equity securities at fair
value..................... 99.6 99.6 0.9
Mortgage loans.............. 404.6 404.6 8.6
Credit-tenant loans......... 309.7 309.7
Policy loans................ 528.7 528.7 17.8
Other invested assets....... 191.0 191.0 5.1
Trading account
securities................ 0.7 0.7
Short-term investments...... 222.1 2.2 (534.0)(42) 224.3 21.0
(26.0)(42)
(29.5)(42)
589.5 (43)
Assets held in separate
accounts.................. 271.6 271.6
--------- --------- --------- --------- --------- ---------
Total investments......... -- 18,552.1 672.1 97.1 19,321.3 533.9
Accrued investment income..... 291.5 8.3 299.8 6.4
Cost of policies purchased.... 65.0 (26) 2,214.8 483.3 (44) 2,698.1 11.3
Cost of policies produced..... (50.0)(26) 433.2 266.4 (266.4)(45) 433.2 28.8
Reinsurance receivables....... 374.6 374.6 319.7
Income taxes.................. (5.3)(27) 157.8 (80.1)(46) 25.9
(51.8)(46)
Goodwill...................... 55.3 (26) 2,199.4 232.5(47) 2,431.9
Property and equipment........ 93.0 4.8 97.8
Securities segregated for
future redemption of
redeemable preferred stock
of a Partnership II
entity...................... 40.7 40.7
Other assets.................. 248.5 28.8 277.3 24.4
--------- --------- --------- --------- --------- ---------
Total assets.............. $ 65.0 $24,605.6 $ 980.4 $ 414.6 $26,000.6 $ 924.5
========= ========= ========= ========= ========= =========
<CAPTION>
PRO FORMA
FOR THE
PRO FORMA OFFERING
ADJUSTMENTS AND OTHER
RELATING TO THE PLANNED
THI MERGER TRANSACTIONS
--------------- ------------
<S> <C<C> <C>
Assets
Investments:
Actively managed fixed
maturity securities at
fair value................ $ (83.1)(57) $17,688.5
Held-to-maturity fixed
maturity securities....... --
Equity securities at fair
value..................... 100.5
Mortgage loans.............. 413.2
Credit-tenant loans......... 309.7
Policy loans................ 546.5
Other invested assets....... 196.1
Trading account
securities................ 0.7
Short-term investments...... 83.1 (57) 245.3
18.5 (58)
(18.5)(58)
(58.3)(58)
(24.8)(58)
Assets held in separate
accounts.................. 271.6
--------- ---------
Total investments......... (83.1) 19,772.1
Accrued investment income..... 306.2
Cost of policies purchased.... 121.9 (59) 2,820.0
(11.3)(59)
Cost of policies produced..... (28.8)(60) 433.2
Reinsurance receivables....... (253.4)(62) 440.9
Income taxes.................. (25.9)(61) --
Goodwill...................... 2,431.9
Property and equipment........ 97.8
Securities segregated for
future redemption of
redeemable preferred stock
of a Partnership II
entity...................... 40.7
Other assets.................. 301.7
--------- ---------
Total assets.............. $ (280.6) $26,644.5
========= =========
</TABLE>
The accompanying notes are an integral part of the pro forma consolidated
financial statements.
S-49
<PAGE> 50
CONSECO
PRO FORMA CONSOLIDATED BALANCE SHEET (CONTINUED)
JUNE 30, 1996
(DOLLARS IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
CONSECO PRO FORMA ADJUSTMENTS
BEFORE ADJUSTMENTS PRO FORMA RELATING TO PRO FORMA
THE RELATING TO THE FOR THE ADDITIONAL CONSECO ATC
OFFERING OFFERING OFFERING OFFERING SUBTOTAL HISTORICAL
--------- --------------- --------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Liabilities:
Insurance liabilities.......... $18,133.2 $ -- $18,133.2 $ -- $18,133.2 $563.9
Income tax liabilities......... -- -- -- 21.0
Investment borrowings.......... 516.6 516.6 516.6
Other liabilities.............. 457.9 457.9 457.9 8.0
Liabilities related to separate
accounts..................... 271.6 271.6 271.6
Notes payable of Conseco....... 1,198.5 (265.5)(4) 933.0 (217.1)(9) 715.9 103.5
Notes payable of Bankers Life
Holding Corporation, not
direct obligations of
Conseco...................... 437.9 437.9 437.9
-------- ------- -------- ------- -------- ------
Total liabilities.......... 21,015.7 (265.5) 20,750.2 (217.1) 20,533.1 696.4
-------- ------- -------- ------- -------- ------
Minority interest in
consolidated subsidiaries:
Company-obligated mandatorily
redeemable preferred
securities of subsidiary
trusts..................... -- 275.0(5) 275.0 225.0(10) 500.0
Preferred stock.............. 93.2 93.2 93.2
Common stock................. 57.5 57.5 57.5
-------- ------- -------- ------- -------- ------
Shareholders' equity:
Preferred stock................ 267.1 267.1 267.1
Common stock and additional
paid-in capital.............. 1,040.9 (9.5)(5) 1,031.4 (7.9)(10) 1,023.5 63.8
Unrealized appreciation
(depreciation) of
securities................... (56.1) (56.1) (56.1) (10.8)
Retained earnings.............. 640.0 640.0 640.0 118.0
-------- ------- -------- ------- -------- ------
Total shareholders'
equity................... 1,891.9 (9.5) 1,882.4 (7.9) 1,874.5 171.0
-------- ------- -------- ------- -------- ------
Total liabilities and
shareholders' equity..... $23,058.3 $ -- $23,058.3 $ -- $23,058.3 $867.4
======== ======= ======== ======= ======== ======
<CAPTION>
PRO FORMA
ADJUSTMENTS PRO FORMA
RELATING TO THE CONSECO
ATC MERGER SUBTOTAL
--------------- ---------
<S> <C> <C>
Liabilities:
Insurance liabilities.......... $ -- $18,697.1
Income tax liabilities......... (21.0)(22) --
Investment borrowings.......... 516.6
Other liabilities.............. 11.2(24) 477.1
Liabilities related to separate
accounts..................... 271.6
Notes payable of Conseco....... 30.4(19) 986.3
136.5(24)
Notes payable of Bankers Life
Holding Corporation, not
direct obligations of
Conseco...................... 437.9
------- --------
Total liabilities.......... 157.1 21,386.6
------- --------
Minority interest in
consolidated subsidiaries:
Company-obligated mandatorily
redeemable preferred
securities of subsidiary
trusts..................... 500.0
Preferred stock.............. 93.2
Common stock................. 57.5
------- --------
Shareholders' equity:
Preferred stock................ 267.1
Common stock and additional
paid-in capital.............. (63.8)(25) 1,652.3
628.8(25)
Unrealized appreciation
(depreciation) of
securities................... 10.8(25) (56.1)
Retained earnings.............. (118.0)(25) 640.0
------- --------
Total shareholders'
equity................... 457.8 2,503.3
------- --------
Total liabilities and
shareholders' equity..... $ 614.9 $24,540.6
======= ========
</TABLE>
(continued on the page which follows)
The accompanying notes are an integral part of the pro forma consolidated
financial statements.
S-50
<PAGE> 51
CONSECO
PRO FORMA CONSOLIDATED BALANCE SHEET (CONTINUED)
JUNE 30, 1996
(DOLLARS IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
ADJUSTMENTS PRO FORMA ADJUSTMENTS PRO FORMA
RELATING TO THE CONSECO CAF RELATING TO THE CONSECO THI
BLH TRANSACTION SUBTOTAL HISTORICAL CAF MERGER SUBTOTAL HISTORICAL
--------------- --------- ---------- --------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Liabilities:
Insurance liabilities............... $ -- $18,697.1 $587.9 $ 85.0(48) $19,370.0 $612.7
Income tax liabilities.............. -- 51.8 (51.8)(46) -- 18.4
Investment borrowings............... 516.6 516.6
Other liabilities................... 477.1 16.9 494.0 17.0
Liabilities related to separate
accounts.......................... 271.6 271.6
Notes payable of Conseco............ 437.9(30) 1,424.2 29.5 (29.5)(49) 2,013.7 108.3
589.5(43)
Notes payable of Bankers Life
Holding Corporation, not direct
obligations of Conseco............ (437.9)(30) -- --
------- -------- ------ ------- -------- ------
Total liabilities............... -- 21,386.6 686.1 593.2 22,665.9 756.4
------- -------- ------ ------- -------- ------
Minority interest in consolidated
subsidiaries:
Company-obligated mandatorily
redeemable preferred securities
of subsidiary trusts............ 500.0 500.0
Preferred stock................... 93.2 93.2
Common stock...................... (57.5)(28) -- --
------- -------- ------ ------- -------- ------
Shareholders' equity:
Preferred stock..................... 267.1 267.1 22.8
Common stock and additional paid-in
capital........................... 122.5(31) 1,774.8 35.5 (35.5)(50) 1,890.5 169.7
115.7(50)
Unrealized appreciation
(depreciation) of securities...... (56.1) (2.1) 2.1(50) (56.1) 4.0
Retained earnings................... 640.0 260.9 (260.9)(50) 640.0 (28.4)
------- -------- ------ ------- -------- ------
Total shareholders' equity...... 122.5 2,625.8 294.3 (178.6) 2,741.5 168.1
------- -------- ------ ------- -------- ------
Total liabilities and
shareholders' equity.......... $ 65.0 $24,605.6 $980.4 $ 414.6 $26,000.6 $924.5
======= ======== ====== ======= ======== ======
<CAPTION>
PRO FORMA
FOR THE
PRO FORMA OFFERING AND
ADJUSTMENTS OTHER
RELATING TO THE PLANNED
THI MERGER TRANSACTIONS
--------------- ------------
<S> <C> <C>
Liabilities:
Insurance liabilities............... $(253.4)(62) $19,729.3
Income tax liabilities.............. 2.8(61) 21.2
Investment borrowings............... 516.6
Other liabilities................... 511.0
Liabilities related to separate
accounts.......................... 271.6
Notes payable of Conseco............ (58.3)(63) 2,032.2
(50.0)(63)
18.5(63)
Notes payable of Bankers Life
Holding Corporation, not direct
obligations of Conseco............ --
------- --------
Total liabilities............... (340.4) 23,081.9
------- --------
Minority interest in consolidated
subsidiaries:
Company-obligated mandatorily
redeemable preferred securities
of subsidiary trusts............ 500.0
Preferred stock................... 93.2
Common stock...................... --
------- --------
Shareholders' equity:
Preferred stock..................... (22.8)(64) 267.1
Common stock and additional paid-in
capital........................... (169.7)(64) 2,118.4
121.7(64)
106.2(64)
Unrealized appreciation
(depreciation) of securities...... (4.0)(64) (56.1)
Retained earnings................... 28.4(64) 640.0
------- --------
Total shareholders' equity...... 59.8 2,969.4
------- --------
Total liabilities and
shareholders' equity.......... $(280.6) $26,644.5
======= ========
</TABLE>
The accompanying notes are an integral part of the pro forma consolidated
financial statements.
S-51
<PAGE> 52
CONSECO AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
PRO FORMA ADJUSTMENTS
TRANSACTIONS RELATING TO THE OFFERING
Conseco Financing Trust I intends to issue Preferred Securities having an
aggregate liquidation amount of $275 million and an assumed distribution rate of
9.16 percent. The Trust will use the proceeds from the sale of such securities
to purchase the Subordinated Debentures in an aggregate principal amount
equivalent to the aggregate liquidation amount of the Preferred Securities that
are issued. The Subordinated Debentures are assumed to bear interest at a rate
of 9.16 percent.The Company will use the proceeds from the sale of the
Subordinated Debentures to reduce borrowings under the Credit Agreement.
(1) Interest expense is reduced to reflect the repayment of $265.5 million
aggregate principal amount of borrowings under the Credit Agreement.
A change in interest rates of .5 percent on the borrowings under the
Credit Agreement to be repaid from the Offering would result in: (1) a
decrease (or increase) in pro forma interest expense of $1.3 million and
$.7 million for the year ended December 31, 1995, and the six months
ended June 30, 1996, respectively; and (2) an increase (or decrease) in
pro forma net income of $.9 million and $.4 million for the same
respective periods.
(2) The pro forma adjustment is tax affected, based on the Company's
effective tax rate of 35 percent.
(3) Minority interest is adjusted to reflect the dividends (net of the
related tax benefit) on the Preferred Securities.
(4) Notes payable are reduced to reflect the repayment of $265.5 million
aggregate principal amount of borrowings under the Credit Agreement
using the net proceeds from the Preferred Securities.
(5) The Company's minority interest in consolidated subsidiaries is
increased by the aggregate liquidation amount of the Preferred
Securities. Issuance and other transaction costs related to the
Preferred Securities are charged to paid-in capital.
OTHER PLANNED TRANSACTIONS
Transactions relating to the Additional Offering
In addition to the Preferred Securities offered hereunder, a subsidiary
trust of the Company intends to issue an additional $225 million trust
originated preferred securities having an assumed distribution rate of 9.16
percent. The subsidiary will use the proceeds from the sale of such securities
to purchase subordinated debentures of the Company in an aggregate principal
amount equivalent to the aggregate liquidation amount of the trust originated
preferred securities that are issued. The subordinated debentures are assumed to
bear interest at a rate of 9.16 percent. The Company will use the proceeds to
reduce borrowings under the Company's bank credit facilities.
(6) Interest expense is reduced to reflect the repayment of $217.1 million
aggregate principal amount of borrowings under the Company's bank credit
facilities.
A change in interest rates of .5 percent on the borrowings under the
Company's bank credit facilities to be repaid from the Additional
Offering would result in: (1) a decrease (or increase) in pro forma
interest expense of $1.1 million and $.5 million for the year ended
December 31, 1995, and the six months ended June 30, 1996, respectively;
and (2) an increase (or decrease) in pro forma net income of $.7 million
and $.3 million for the same respective periods.
(7) The pro forma adjustment is tax affected, based on the Company's
effective tax rate of 35 percent.
S-52
<PAGE> 53
CONSECO AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(8) Minority interest is adjusted to reflect the distributions (net of the
related tax benefit) on the trust originated preferred securities.
(9) Notes payable are reduced to reflect the repayment of $217.1 million
aggregate principal amount of borrowings under the Company's bank credit
facilities using the net proceeds from the trust originated preferred
securities.
(10) The Company's minority interest in consolidated subsidiaries is
increased by the aggregate liquidation amount of the trust originated
preferred securities. Issuance and other transaction costs related to
the trust originated preferred securities are charged to paid-in
capital.
Transactions relating to the ATC Merger
The ATC Merger will be accounted for under the purchase method of
accounting. Under this method, the total cost to acquire ATC will be allocated
to the assets and liabilities acquired based on their fair values as of the date
of the ATC Merger, with any excess of the total purchase cost over the fair
value of the assets acquired less the fair value of the liabilities assumed
recorded as goodwill. The Company believes the ATC Merger will not qualify to be
accounted for under the pooling of interests method in accordance with APB No.
16 because an affiliate of ATC intends to sell a portion of the Company Common
Stock it receives in the ATC Merger shortly after the ATC Merger is consummated.
In the ATC Merger, each outstanding share of ATC Common Stock is assumed to be
exchanged for a fraction of a share of the Company Common Stock to be determined
based on an average price of Company Common Stock prior to its closing (it is
assumed the Company Share Price will be $48.00, resulting in an exchange ratio
of .7298 shares valued at $35.03). The Company will issue an assumed 13.1
million shares of Company Common Stock with a value of approximately $628.8
million to acquire the ATC Common Stock. In addition, the Company will assume
the ATC convertible subordinated debentures, which will be convertible into an
assumed 5.0 million shares of Company Common Stock with a value of approximately
$240 million. In addition, the Company estimates that it will incur costs
related to the ATC Merger (including contract termination, relocation, legal,
accounting and other costs) of approximately $30.4 million.
The cost to acquire ATC is allocated as follows (dollars in millions):
<TABLE>
<S> <C>
Book value of assets acquired based on the assumed date of the ATC Merger (June 30,
1996)............................................................................ $ 171.0
Convertible subordinated debentures assumed by the Company at the assumed date of
the ATC Merger................................................................... 103.5
Increase (decrease) in ATC's net asset value to reflect estimated fair value and
asset reclassifications at the assumed date of the ATC Merger:
Cost of policies purchased (related to the ATC Merger)........................ 256.2
Cost of policies produced and cost of policies purchased (historical)......... (172.0)
Goodwill (related to the ATC Merger).......................................... 577.3
Income taxes.................................................................. (25.6)
Other liabilities............................................................. (11.2)
-------
Total estimated fair value adjustments................................... 624.7
-------
Total cost to acquire ATC........................................................ $ 899.2
=======
</TABLE>
Adjustments to the pro forma consolidated statement of operations to give
effect to the ATC Merger as of January 1, 1995, are summarized below.
(11) Net investment income and net realized gains of ATC are adjusted to
include the effect of adjustments to restate the amortized cost basis of
fixed maturity securities to their estimated fair value.
S-53
<PAGE> 54
CONSECO AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(12) Interest expense is increased to reflect the increase in borrowings
under the Company's bank credit facilities used to complete the ATC
Merger.
A change in interest rates of .5 percent on the additional borrowings
under the Company's bank credit facilities used to complete the ATC
Merger would result in: (1) an increase (or decrease) in pro forma
interest expense of $.2 million and $.1 million for the year ended
December 31, 1995, and the six months ended June 30, 1996,
respectively; and (2) a decrease (or increase) in pro forma net
income of $.1 million and $.1 million for the same respective
periods.
(13) Interest expense is reduced to reflect the amortization of the
liability established at the assumed date of the ATC Merger
representing the present value of the interest payable on ATC's
convertible subordinated debentures to October 1, 1998 (the earliest
call date), less the present value of the dividends that would be
paid on the Company Common Stock that such debentures would be
convertible into during the same period.
(14) Amortization of the cost of policies produced and the cost of policies
purchased prior to the ATC Merger is replaced with the amortization
of the cost of policies purchased (amortized in relation to estimated
premiums on the policies purchased with interest equal to the
liability rate which averages 5.5 percent).
(15) Amortization of goodwill acquired in the ATC Merger is recognized over
a 40-year period on a straight-line basis.
(16) Reflects the tax adjustment for the pro forma adjustments at the
appropriate rate for the specific item.
(17) Common shares outstanding are increased to reflect the Company shares
issued in the ATC Merger. Fully diluted shares also include Company
shares which will be issued when ATC's convertible subordinated
debentures are converted.
Adjustments to the pro forma consolidated balance sheet to give effect to
the ATC Merger as of June 30, 1996, are summarized below.
(18) Cash is reduced for payments made to complete the ATC Merger.
(19) Short-term investments and notes payable of Conseco are increased for
additional borrowings by the Company to complete the ATC Merger.
(20) ATC's historical cost of policies purchased is eliminated and replaced
with the cost of policies purchased recognized in the ATC Merger.
Cost of policies purchased reflects the estimated fair value of ATC's
business in force and represents the portion of the cost to acquire
ATC that is allocated to the value of the right to receive future
cash flows from the acquired policies.
The 18 percent discount rate used to determine such value is the rate
of return required by the Company to invest in the business being
acquired. In determining such rate of return, the following factors
are considered:
- The magnitude of the risks associated with each of the actuarial
assumptions used in determining the expected cash flows.
- Cost of capital available to fund the acquisition.
- The perceived likelihood of changes in insurance regulations and
tax laws.
- Complexity of the acquired company.
- Prices paid (i.e., discount rates used in determining valuations)
on similar blocks of business sold recently.
S-54
<PAGE> 55
CONSECO AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The value allocated to the cost of policies purchased is based on a
preliminary valuation; accordingly, this allocation may be adjusted upon
final determination of such value. Expected gross amortization of such
value using current assumptions and accretion of interest based on an
interest rate equal to the liability rate (such rate averages 5.5
percent) for each of the years in the five-year period ending June 30,
2001, are as follows (dollars in millions):
<TABLE>
<CAPTION>
BEGINNING GROSS ACCRETION NET ENDING
YEAR ENDING JUNE 30, BALANCE AMORTIZATION OF INTEREST AMORTIZATION BALANCE
---------------------------- --------- ------------ ----------- ------------ -------
<S> <C> <C> <C> <C> <C>
1997........................ $ 256.2 $ 33.7 $13.5 $ 20.2 $ 236.0
1998........................ 236.0 30.8 12.3 18.5 217.5
1999........................ 217.5 28.2 11.4 16.8 200.7
2000........................ 200.7 26.0 10.4 15.6 185.1
2001........................ 185.1 24.0 9.6 14.4 170.7
</TABLE>
(21) ATC's cost of policies produced is eliminated since such amounts are
reflected in the determination of the cost of policies purchased.
(22) All of the applicable pro forma balance sheet adjustments are tax
affected at the appropriate rate. Deferred tax liabilities of ATC are
netted against deferred tax assets of the Company.
(23) Goodwill acquired in the ATC Merger is recognized.
(24) Notes payable are increased to reflect the fair value of ATC's
convertible subordinated debentures at the date of the ATC Merger. Such
fair value represents the value of the Company Common Stock which ATC's
convertible subordinated debentures will be convertible into after the
ATC Merger. It is assumed that the holders of such debentures do not
convert into Company Common Stock at the time of the ATC Merger.
In addition, a liability is established representing the present value
of the interest payable on such debentures to October 1, 1998 (the
earliest call date), less the present value of the dividends that would
be paid on the Company Common Stock that such debentures would be
convertible into during the same period.
(25) The prior shareholders' equity of ATC is eliminated in conjunction
with the ATC Merger. Common stock and additional paid-in capital is
increased by the value of Company Common Stock issued in the ATC
Merger.
Transactions relating to the BLH Transaction
The Company has proposed to acquire all of the common stock of BLH, not
currently owned by Conseco. In the BLH Transaction, each share of BLH common
stock would be converted into the right to receive a fraction of a share of
Company Common Stock to be determined based on the average price of Company
Common Stock prior to closing (it is assumed that such price per share of
Company Common Stock will be $48.00, resulting in an exchange ratio of .5208
shares valued at $25.00). The Company will issue an assumed 2.6 million shares
of Company Common Stock with a value of approximately $122.5 million.
The pro forma adjustments are applied to the historical consolidated
financial statements of the Company using the step acquisition method of
accounting. Under this method, the total purchase cost of the common stock of
BLH, not already owned by the Company, is allocated to the assets and
liabilities acquired based on their relative fair values as of the date of
acquisition, with any excess of the total purchase cost over the fair value of
the assets acquired less the fair value of the liabilities assumed recorded as
goodwill. The values of the assets and liabilities of BLH included in the
Company's pro forma consolidated financial statements represent the combination
of the following values: (1) the portion of BLH's net assets acquired by the
Company in the
S-55
<PAGE> 56
CONSECO AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
initial acquisition made by Conseco Capital Partners, L.P. on October 31, 1992,
is valued as of that acquisition date; (2) the portion of BLH's net assets
acquired by the Company on September 30, 1993, is valued as of that acquisition
date; (3) the portion of BLH's net assets acquired during 1995 and the first
quarter of 1996 is valued as of its assumed date of acquisition; and (4) the
portion of BLH's net assets acquired in the BLH Transaction is valued at the
assumed dates of acquisition.
Adjustments to give effect to the BLH Transaction are summarized below:
(26) As described above, the BLH Transaction is accounted for as a step
acquisition. The accounts of BLH are adjusted to reflect the step
basis method of accounting as if the BLH Transaction was completed on
the assumed dates of acquisition.
(27) All pro forma adjustments are tax affected based on the appropriate
rate for the specific item.
(28) Minority interest is reduced to eliminate the ownership interest of
the former shareholders of BLH.
(29) Common shares outstanding are increased to reflect the shares of
Company Common Stock issued in the acquisition of additional shares of
BLH common stock.
(30) Notes payable of BLH are reclassified as notes payable of Conseco,
since BLH is now wholly owned by the Company.
(31) Common stock and additional paid-in capital is increased by the value
of Company Common Stock issued in the acquisition of additional shares
of BLH common stock.
Transactions relating to the CAF Merger
The CAF Merger will be accounted for under the purchase method of
accounting. Under this method, the total cost to acquire CAF will be allocated
to the assets and liabilities acquired based on their fair values as of the date
of the CAF Merger, with any excess of the total purchase cost over the fair
value of the assets acquired less the fair value of the liabilities assumed
recorded as goodwill. In the CAF Merger, each outstanding share of CAF common
stock is assumed to be exchanged for $30 in cash and the right to receive a
fraction of a share of Company Common Stock to be determined based on the
average price of Company Common Stock prior to its closing (it is assumed that
such average price per share of Company Common Stock will be $48.00, resulting
in an exchange ratio of .1354). The Company will pay approximately $534 million
in cash and issue an assumed 2.4 million shares of Company Common Stock with a
value of approximately $115.7 million to acquire the CAF common stock. In
addition, the Company is expected to assume a note payable of CAF of $29.5
million and estimates that it will incur costs related to the CAF Merger
(including contract termination, relocation, legal, accounting and other costs)
of approximately $26 million.
S-56
<PAGE> 57
CONSECO AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The cost to acquire CAF is allocated as follows (dollars in millions):
<TABLE>
<S> <C>
Book value of assets acquired based on the assumed date of the CAF Merger (June
30, 1996)....................................................................... $294.3
Notes payable of CAF assumed by the Company at the assumed date of the CAF
Merger.......................................................................... 29.5
Increase (decrease) in CAF's net asset value to reflect estimated fair value and
asset reclassifications at the assumed date of the CAF Merger:
Actively managed fixed maturity securities................................... 448.9
Held-to-maturity fixed maturity securities................................... (351.8)
Cost of policies purchased (related to the CAF Merger)....................... 483.3
Cost of policies produced.................................................... (266.4)
Goodwill (related to the CAF Merger)......................................... 232.5
Insurance liabilities........................................................ (85.0)
Income taxes................................................................. (80.1)
------
Total estimated fair value adjustments.................................. 381.4
------
Total cost to acquire CAF....................................................... $705.2
======
</TABLE>
Adjustments to the pro forma consolidated statement of operations to give
effect to the CAF Merger as of January 1, 1995, are summarized below.
(32) Net investment income and net realized gains of CAF are adjusted to
include the effect of adjustments to restate the amortized cost basis of
fixed maturity securities to their estimated fair value.
(33) Change in policy benefits is reduced to reflect the purchase
accounting adjustments made at the assumed date of the CAF Merger. Such
adjustment reflects the lower discount rate used to discount amounts of
expected future benefit payments to correspond to the adjustments to
restate the amortized cost of fixed maturity investments to their
estimated fair value.
(34) Interest expense is reduced to reflect the repayment of notes payable
of CAF by the Company at the assumed date of the CAF Merger.
(35) Interest expense is increased to reflect the increase in borrowings
under the Company's bank credit facilities used to complete the CAF
Merger.
A change in interest rates of .5 percent on the additional borrowings
under the Company's bank credit facilities used to complete the CAF
Merger would result in: (1) an increase (or decrease) in pro forma
interest expense of $2.9 million and $1.5 million for the year ended
December 31, 1995, and the six months ended June 30, 1996, respectively;
and (2) a decrease (or increase) in pro forma net income of $1.9 million
and $1.0 million for the same respective periods.
(36) Amortization of the cost of policies produced for policies sold by CAF
prior to January 1, 1995, is replaced with the amortization of the cost
of policies purchased (amortized in relation to estimated premiums on
the policies purchased with interest equal to the liability rate which
averages 5.5 percent.
(37) Amortization of goodwill acquired in the CAF Merger is recognized over
a 40-year period on a straight-line basis.
(38) Reflects the tax adjustment for the pro forma adjustments at the
appropriate rate for the specific item.
(39) Common shares outstanding are increased to reflect the shares issued
in the CAF Merger.
S-57
<PAGE> 58
CONSECO AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Adjustments to the pro forma consolidated balance sheet to give effect to
the CAF Merger as of June 30, 1996, are summarized below.
(40) After the CAF Merger, all held-to-maturity securities are classified
as actively managed fixed maturity securities consistent with the
intention of the new management.
(41) CAF's fixed maturity securities are restated to estimated fair value.
(42) Cash is reduced for payments made to complete the CAF Merger.
(43) Short-term investments and notes payable of Conseco are increased for
additional borrowings by the Company to complete the CAF Merger.
(44) Cost of policies purchased reflects the estimated fair value of CAF's
business in force and represents the portion of the cost to acquire CAF
that is allocated to the value of the right to receive future cash flows
from the acquired policies.
The 18 percent discount rate used to determine such value is the rate of
return required by the Company to invest in the business being acquired.
In determining such rate of return, the following factors are
considered:
- The magnitude of the risks associated with each of the actuarial
assumptions used in determining the expected cash flows.
- Cost of capital available to fund the acquisition.
- The perceived likelihood of changes in insurance regulations and tax
laws.
- Complexity of the acquired company.
- Prices paid (i.e., discount rates used in determining valuations) on
similar blocks of business sold recently.
The value allocated to the cost of policies purchased is based on a
preliminary valuation; accordingly, this allocation may be adjusted upon
final determination of such value. Expected gross amortization of such
value using current assumptions and accretion of interest based on an
interest rate equal to the liability rate (such rate averages 5.5
percent) for each of the years in the five-year period ending June 30,
2001, are as follows (dollars in millions):
<TABLE>
<CAPTION>
BEGINNING GROSS ACCRETION OF NET ENDING
YEAR ENDING JUNE 30, BALANCE AMORTIZATION INTEREST AMORTIZATION BALANCE
---------------------------- --------- ------------ ------------ ------------ -------
<S> <C> <C> <C> <C> <C>
1997........................ $ 483.3 $ 59.3 $ 26.6 $ 32.7 $ 450.6
1998........................ 450.6 54.2 24.7 29.5 421.1
1999........................ 421.1 51.3 23.2 28.1 393.0
2000........................ 393.0 48.6 21.7 26.9 366.1
2001........................ 366.1 46.1 20.1 26.0 340.1
</TABLE>
(45) CAF's cost of policies produced is eliminated since such amounts are
reflected in the determination of the cost of policies purchased.
(46) All of the applicable pro forma balance sheet adjustments are tax
affected at the appropriate rate. In addition, deferred tax liabilities
of CAF are netted against deferred tax assets of the Company.
(47) Goodwill acquired in the CAF Merger is recognized.
S-58
<PAGE> 59
CONSECO AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(48) Additional insurance liabilities are recognized to reflect the lower
discount rates used to determine the present value of future
obligations, consistent with the lower yields to be earned on invested
assets as a result of recognizing the fair value of fixed maturity
securities.
(49) Notes payable are reduced to reflect the repayment of notes payable of
CAF by the Company at the assumed date of the CAF Merger.
(50) The prior shareholders' equity of CAF is eliminated in conjunction
with the CAF Merger. Common stock and additional paid-in capital is
increased by the value of Company Common Stock issued in the CAF Merger.
Transactions relating to the THI Merger
The THI Merger will be accounted for under the purchase method of
accounting. Under this method, the total cost to acquire THI will be allocated
to the assets and liabilities acquired based on their fair values as of the date
of the THI Merger, with any excess of the total purchase cost over the fair
value of the assets acquired less the fair value of the liabilities assumed
recorded as goodwill. The Company believes the THI Merger will not qualify to be
accounted for under the pooling of interests method in accordance with APB No.
16 because THI was a subsidiary of another corporation within two years of the
contemplated transaction. In the THI Merger, each outstanding share of THI
common stock (or its equivalent) is assumed to be exchanged for a fraction of a
share of Company Common Stock to be determined based on the price of Company
Common Stock prior to its closing (it is assumed such average price per share of
Company Common Stock will be $48.00, resulting in an exchange ratio of 1.4583
shares valued at $70.00). The Company will issue an assumed 2.5 million shares
of Company Common Stock with a value of approximately $121.7 million to acquire
the THI Common Stock (or equivalents). Pursuant to an offer by the Company (the
"Exchange Offer"), it is assumed all of THI's Convertible Subordinated Notes
(the "THI Convertible Notes") will be exchanged for shares of Company Common
Stock based on the price of Company Common Stock prior to the THI Merger (such
fully converted value being the same as the THI Convertible Notes) plus a cash
premium. Using the same assumption that each share of THI will be convertible
into 1.4583 shares of Conseco Common Stock with a value of $70.00, in aggregate,
the THI Convertible Notes will be convertible into 2.2 million shares of Company
Common Stock with a value of approximately $106.2 million. In addition, the
Company will pay a premium of approximately $10.0 million in conjunction with
the Exchange Offer. The Company estimates that it will incur costs related to
the THI Merger (including contract termination, relocation, legal, accounting
and other costs) of approximately $8.5 million.
The cost to acquire THI is allocated as follows (dollars in millions):
<TABLE>
<CAPTION>
<S> <C>
Book value of assets acquired based on assumed date of the THI Merger (June 30,
1996)........................................................................... $168.1
THI Convertible Notes converted to Company Common Stock pursuant to the Exchange
Offer........................................................................... 50.0
Less book value of THI preferred stock............................................ (22.8)
Increase (decrease) in THI's net asset value to reflect estimated fair value and
asset reclassifications at the assumed date of the THI Merger:
Cost of policies purchased (related to the THI Merger)....................... 121.9
Cost of policies produced and cost of policies purchased (historical)........ (40.1)
Income taxes................................................................. (28.7)
Premium paid in conjunction with the Exchange Offer.......................... (10.0)
Premium incurred to retire THI preferred stock............................... (2.0)
-----
Total estimated fair value adjustments..................................... 41.1
-----
Total cost to acquire THI....................................................... $236.4
=====
</TABLE>
S-59
<PAGE> 60
CONSECO AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Adjustments to the pro forma consolidated statement of operations to give
effect to the THI Merger as of January 1, 1995, are summarized below.
(51) Net investment income and net realized gains of THI are adjusted to
include the effect of adjustments to restate the amortized cost basis of
fixed maturity securities to their estimated fair value and the effect
of the assumed sale of $83.1 million fixed maturity investments, with
the proceeds used to repay $58.3 million of bank debt and redeem
preferred stock with a redemption value of $24.8 million.
(52) Interest expense is reduced to reflect the repayment of bank debt of
$58.3 million and the conversion of the THI Convertible Notes into
Company Common Stock pursuant to the Exchange Offer. Interest expense is
increased to reflect borrowings by the Company to: (i) pay the estimated
cost of the THI Merger; and (ii) pay the $10.0 million premium in
conjunction with the Exchange Offer.
(53) Amortization of the cost of policies produced and the cost of policies
purchased prior to the THI Merger is replaced with the amortization of
the cost of policies purchased (amortized in relation to estimated
premiums on the policies purchased with interest equal to the liability
rate which averages 5.5 percent).
(54) Reflects the tax adjustment for the pro forma adjustments at the
appropriate rate for the specific item.
(55) Common shares outstanding are increased to reflect the Company shares
issued in the THI Merger and the conversion of the THI Convertible Notes
in conjunction with the Exchange Offer.
(56) Effective October 1, 1995, THI sold its long term care business to
ATC. An adjustment is made to remove the loss on the sale of the long
term care business. However, the revenues, benefits and expenses related
to this business prior to its sale are not eliminated, since the
business is retained within the Company's consolidated group after the
ATC Merger (and previous pro forma adjustments for the ATC Merger did
not include adjustments related to THI's long term care business prior
to its purchase by ATC). In addition, expenses related to THI's spin-off
from its parent are eliminated. Such costs include certain legal,
accounting, actuarial and advisory fees.
Adjustments to the pro forma consolidated balance sheet to give effect to
the THI Merger as of June 30, 1996, are summarized below.
(57) Actively managed fixed maturity securities with a carrying value of
$83.1 million are assumed to be sold at the date of the THI Merger.
(58) Short-term investments are reduced for: (i) payments made to complete
the THI Merger; (ii) the repayment of bank debt with a balance of $58.3
million; (iii) the redemption of preferred stock with a redemption value
of $24.8 million; and (iv) the payment of the $10.0 million premium in
conjunction with the Exchange Offer. Short-term investments are
increased by additional borrowings by the Company of $18.5 million to
complete the THI Merger and related transactions.
(59) THI's historical cost of policies purchased is eliminated and replaced
with the cost of policies purchased recognized in the THI Merger. Cost
of policies purchased reflects the estimated fair value of THI's
business in force and represents the portion of the cost to acquire THI
that is allocated to the value of the right to receive future cash flows
from the acquired policies.
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<PAGE> 61
CONSECO AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The 18 percent discount rate used to determine such value is the rate of
return required by the Company to invest in the business being acquired.
In determining such rate of return, the following factors are
considered:
- The magnitude of the risks associated with each of the actuarial
assumptions used in determining the expected cash flows.
- Cost of capital available to fund the acquisition.
- The perceived likelihood of changes in insurance regulations and tax
laws.
- Complexity of the acquired company.
- Prices paid (i.e., discount rates used in determining valuations) on
similar blocks of business sold recently.
The value allocated to the cost of policies purchased is based on a
preliminary valuation; accordingly, this allocation may be adjusted upon
final determination of such value. Expected gross amortization of such
value using current assumptions and accretion of interest based on an
interest rate equal to the liability rate (such rate averages 5.5
percent) for each of the years in the five-year period ending June 30,
2001, are as follows (dollars in millions):
<TABLE>
<CAPTION>
BEGINNING GROSS ACCRETION OF NET ENDING
YEAR ENDING JUNE 30, BALANCE AMORTIZATION INTEREST AMORTIZATION BALANCE
---------------------------- --------- ------------ ------------ ------------ -------
<S> <C> <C> <C> <C> <C>
1997........................ $ 121.9 $ 20.7 $ 6.8 $ 13.9 $ 108.0
1998........................ 108.0 17.2 6.0 11.2 96.8
1999........................ 96.8 15.7 5.4 10.3 86.5
2000........................ 86.5 14.4 4.8 9.6 76.9
2001........................ 76.9 13.8 4.3 9.5 67.4
</TABLE>
(60) THI's cost of policies produced is eliminated since such amounts are
reflected in the determination of the cost of policies purchased.
(61) All of the applicable pro forma balance sheet adjustments are tax
affected at the appropriate rate. Deferred tax assets are netted against
deferred tax liabilities.
(62) Reinsurance receivables and insurance liabilities related to business
of THI ceded to ATC are eliminated in consolidation.
(63) Notes payable are decreased to reflect: (i) the repayment of bank debt
of $58.3 million; and (ii) the conversion of the THI Convertible Notes
into Company Common Stock in conjunction with the Exchange Offer. In
addition, notes payable are increased to reflect additional borrowings
by the Company used to complete the THI Merger and related transactions.
(64) The prior shareholders' equity of THI is eliminated in conjunction
with the THI Merger. Common stock and additional paid-in capital is
increased by the value of Company common stock issued in the THI Merger.
The value of the THI Convertible Notes represents the value of the
Company Common Stock which will be issued in conjunction with the
Exchange Offer. Preferred stock of THI is eliminated to reflect its
redemption.
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<PAGE> 62
DESCRIPTION OF THE PREFERRED SECURITIES
The Preferred Securities will be issued pursuant to the terms of the
Declaration. The Declaration will be qualified as an indenture under the Trust
Indenture Act. The Property Trustee will act as the indenture trustee for
purposes of compliance with the provisions of the Trust Indenture Act. The terms
of the Preferred Securities will include those stated in the Declaration,
including those required to be made part of the Declaration by the Trust
Indenture Act. The following summary of the principal terms and provisions of
the Preferred Securities does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the Declaration, a copy of which is
filed as an exhibit to the Registration Statement of which this Prospectus
Supplement is a part, the Trust Act and the Trust Indenture Act.
GENERAL
The Declaration authorizes the Regular Trustees to issue, on behalf of the
Trust, the Trust Securities, which represent undivided beneficial interests in
the assets of the Trust. All of the Common Securities will be owned by the
Company. The Common Securities will have equivalent terms to and will rank pari
passu, and payments will be made thereon on a pro rata basis, with the Preferred
Securities, except that upon the occurrence and during the continuance of a
Declaration Event of Default (as defined herein), the rights of the holders of
the Common Securities to receive payment of periodic distributions and payments
upon liquidation, redemption and otherwise will be subordinated to the rights of
the holders of the Preferred Securities. In addition, holders of the Common
Securities have the exclusive right (subject to the terms of the Declaration) to
appoint, replace or remove the Conseco Trustees and to increase or decrease the
number of Conseco Trustees. The Declaration does not permit the issuance by the
Trust of any securities other than the Trust Securities or the incurrence of any
indebtedness by the Trust. Pursuant to the Declaration, the Property Trustee
will hold the Subordinated Debentures purchased by the Trust for the benefit of
the holders of the Trust Securities. The payment of distributions out of money
held by the Trust, and payments upon redemption of the Preferred Securities or
liquidation of the Trust, are guaranteed by the Company to the extent described
under "Description of Trust Guarantee" in the accompanying Prospectus. The Trust
Guarantee, when taken together with the back-up undertakings, consisting of
obligations of the Company as set forth in the Declaration (including the
obligation to pay expenses of the Trust), the Indenture and any applicable
supplemental indentures thereto, and the Subordinated Debentures issued to the
Trust, provide a full and unconditional guarantee by the Company of the
Preferred Securities. The Trust Guarantee will be held by Fleet National Bank,
the Preferred Securities Guarantee Trustee, for the benefit of the holders of
the Preferred Securities. The Trust Guarantee only covers payment of
distributions when the Company has made the corresponding payment of interest or
principal on the Subordinated Debentures held by the Trust. In the absence of
such payment of interest or principal, the remedy of a holder of Preferred
Securities is to direct the Property Trustee to enforce the Property Trustee's
rights as the holder of the Subordinated Debentures except in the limited
circumstances where the holder may take direct action against the Company. See
"-- Voting Rights."
DISTRIBUTIONS
Distributions on the Preferred Securities will be fixed at a rate per annum
of 9.16% of the stated liquidation amount of $25 per Preferred Security.
Distributions in arrears for more than one quarter will (to the extent permitted
by applicable law) bear interest thereon from and including the last day of such
quarter at the rate per annum of 9.16% thereof compounded quarterly. The term
"distributions" as used herein includes any such interest payable unless
otherwise stated. The amount of distributions payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months, and for any
period shorter than a full quarter, on the basis of the actual number of days
elapsed in such 90-day quarter.
Distributions on the Preferred Securities will be cumulative, will accrue
from November 19, 1996 and will be payable quarterly in arrears on March 31,
June 30, September 30 and December 31 of each year, commencing December 31,
1996, when, as and if available for payment by the Property Trustee, except as
otherwise described below.
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The Company has the right under the Indenture to defer payments of interest
on the Subordinated Debentures by extending the interest payment period from
time to time on the Subordinated Debentures, which, if exercised, would defer
quarterly distributions on the Preferred Securities (although to the extent
permitted by law, such distributions would continue to accrue with interest
since interest would continue to accrue on the Subordinated Debentures) during
any such Extension Period. Such right to extend the interest payment period for
the Subordinated Debentures is limited to a period not exceeding 20 consecutive
quarters or extending beyond the Maturity Date of the Subordinated Debentures.
In the event that the Company exercises this right, then during any Extension
Period (a) the Company shall not declare or pay dividends on, make distributions
with respect to, or redeem, purchase or acquire, or make a liquidation payment
with respect to, any of its capital stock, (b) the Company shall not make any
payment of interest, principal or premium, if any, on or repay, repurchase or
redeem any debt securities issued by the Company that rank pari passu with or
junior to the Subordinated Debentures and (c) the Company shall not make
guarantee payments with respect to the foregoing (other than pursuant to the
Trust Guarantee); provided, however, that the restriction in clause (a) above
does not apply to (i) any stock dividends paid by the Company where the dividend
stock is the same stock as that on which the dividend is being paid or (ii)
purchases or acquisitions of shares of Company Common Stock in connection with
the satisfaction by the Company of its obligations under any employee benefit
plans. Prior to the termination of any such Extension Period, the Company may
further extend the interest payment period; provided that such Extension Period,
together with all such previous and further extensions thereof, may not exceed
20 consecutive quarters and may not extend beyond the Maturity Date of the
Subordinated Debentures. Upon the termination of any Extension Period and the
payment of all amounts then due, the Company may commence a new Extension
Period, subject to the above requirements. See "Description of the Subordinated
Debentures -- Interest" and "Description of the Subordinated Debentures --
Option to Extend Interest Payment Period." If distributions are deferred, the
deferred distributions and accrued interest thereon shall be paid to holders of
record of the Preferred Securities as they appear on the books and records of
the Trust on the record date for distributions due at the end of such deferral
period.
Distributions on the Preferred Securities must be paid on the dates payable
to the extent that the Trust has funds available for the payment of such
distributions in the Property Account. The Trust's funds available for
distribution to the holders of the Preferred Securities will be limited to
payments received from the Company under the Subordinated Debentures. See
"Description of the Subordinated Debentures." The payment of distributions out
of moneys held by the Trust is guaranteed by the Company to the extent set forth
under "Description of Trust Guarantee" in the accompanying Prospectus. The Trust
Guarantee, when taken together with the back-up undertakings, consisting of
obligations of the Company as set forth in the Declaration (including the
obligation to pay expenses of the Trust), the Indenture and any applicable
supplemental indentures thereto, and the Subordinated Debentures issued to the
Trust, provide a full and unconditional guarantee by the Company of the
Preferred Securities.
Distributions on the Preferred Securities will be payable to the holders
thereof as they appear on the books and records of the Trust on the relevant
record dates, which, as long as the Preferred Securities remain in global form,
will be one Business Day (as defined below) prior to the relevant payment dates.
Such distributions will be paid through the Property Trustee, who will hold
amounts received in respect of the Subordinated Debentures in the Property
Account for the benefit of the holders of the Trust Securities. Subject to any
applicable laws and regulations and the provisions of the Declaration, each such
payment will be made as described under "-- Book-Entry Issuance -- The
Depository Trust Company" below. In the event that the Preferred Securities do
not continue to remain in global form, the relevant record dates for the
Preferred Securities shall conform to the rules of any securities exchange on
which the Preferred Securities are listed and, if none, shall be selected by the
Regular Trustees, which dates shall be at least one Business Day but less than
60 Business Days prior to the relevant payment dates. Distributions payable on
any Preferred Securities that are not punctually paid on any distribution
payment date will cease to be payable to the person in whose name such Preferred
Securities are registered on the relevant record date, and such defaulted
distribution will instead be payable to the person in whose name such Preferred
Securities are registered on the special record date or other specified date
determined in accordance with the Indenture. In the event that any date on which
distributions are to be made on the Preferred Securities is not a Business Day,
then payment of the distributions payable on such date will be made on the next
succeeding day which is
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<PAGE> 64
a Business Day (and without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such record date. A
"Business Day" shall mean any day other than a day on which banking institutions
in New York, New York are authorized or required by law to close.
MANDATORY REDEMPTION
Upon the repayment of the Subordinated Debentures, whether at maturity or
upon redemption, the proceeds from such repayment or redemption shall
simultaneously be applied to redeem Trust Securities having an aggregate
liquidation amount equal to the aggregate principal amount of the Subordinated
Debentures so repaid or redeemed, subject to the receipt of any consent required
by the terms of any indebtedness of the Company which may be outstanding from
time to time, including under the Credit Agreement or the Bridge Facility, at
the Redemption Price; provided that, holders of Trust Securities shall be given
not less than 30 nor more than 60 days notice of such redemption. The
Subordinated Debentures will mature on November 30, 2026 unless the maturity
date is changed at the option of the Company (provided in the case of an
extension of the maturity date that certain financial conditions are met), and
may be redeemed, in whole or in part, at any time on or after November 19, 2001
or at any time, in whole (but not in part) upon the occurrence of a Special
Event. See "The Company -- Senior Credit Facilities" and "Description of the
Subordinated Debentures -- Optional Redemption." In the event that fewer than
all of the outstanding Trust Securities are to be redeemed, the Trust Securities
will be redeemed pro rata to each holder according to the aggregate liquidation
amount of Trust Securities held by the relevant holder in relation to the
aggregate liquidation amount of all Trust Securities outstanding. See "--
Book-Entry Issuance -- The Depository Trust Company" below for a description of
DTC's (as hereinafter defined) procedures in the event of redemption.
SPECIAL EVENT REDEMPTION
"Tax Event" means that the Regular Trustees shall have received an opinion
of an independent tax counsel experienced in such matters to the effect that, as
a result of (a) any amendment to, or change (including any announced prospective
change) in, the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein or (b) any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or such
pronouncement or decision is announced on or after the date of original issuance
of the Preferred Securities, there is more than an insubstantial risk that (i)
the Trust is, or will be within 90 days after the date thereof, subject to
United States federal income tax with respect to interest accrued or received on
the Subordinated Debentures, (ii) the Trust is, or will be within 90 days after
the date thereof, subject to more than a de minimis amount of taxes, duties or
other governmental charges, or (iii) interest payable to the Trust on the
Subordinated Debentures is not, or within 90 days of the date thereof will not
be, deductible, in whole or in part, by the Company for United States federal
income tax purposes.
"Investment Company Event" means that the Regular Trustees shall have
received an opinion of an independent counsel experienced in practice under the
Investment Company Act of 1940, as amended (the "1940 Act"), to the effect that,
as a result of the occurrence of a change in law or regulation or a change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in 1940 Act Law"),
there is more than insubstantial risk that the Trust is or will be considered an
"investment company" which is required to be registered under the 1940 Act,
which Change in 1940 Act Law becomes effective on or after the date of original
issuance of the Preferred Securities.
If, at any time, a Tax Event or an Investment Company Event (each, as
defined above, a "Special Event") shall occur and be continuing, the Company
shall have the right, subject to the receipt of any consent required by the
terms of any indebtedness of the Company which may be outstanding from time to
time, including under the Credit Agreement or the Bridge Facility, upon not less
than 30 nor more than 60 days notice, to redeem the Subordinated Debentures, in
whole (but not in part), for cash within 90 days following the occurrence of
such Special Event, and, following such redemption, Trust Securities with an
aggregate liquidation amount equal to the aggregate principal amount of the
Subordinated Debentures so redeemed shall be redeemed by the Trust at the
Redemption Price on a pro rata basis.
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<PAGE> 65
DISTRIBUTION OF THE SUBORDINATED DEBENTURES
At any time, subject to the receipt of any consent required by the terms of
any indebtedness of the Company which may be outstanding from time to time,
including under the Credit Agreement or the Bridge Facility, the Company will
have the right to terminate the Trust and, after satisfaction of the liabilities
of creditors of the Trust as provided by applicable law, cause the Subordinated
Debentures to be distributed to the holders of the Trust Securities in
liquidation of the Trust. Under current United States federal income tax law and
interpretation and assuming, as expected, the Trust is treated as a grantor
trust, a distribution of the Subordinated Debentures should not be a taxable
event to holders of the Preferred Securities. Should there be a change in law, a
change in legal interpretation, a Special Event or other circumstances, however,
the distribution could be a taxable event to the holders of the Preferred
Securities. In addition, a dissolution of the Trust in which holders of the
Preferred Securities receive cash would be a taxable event to such holders. See
"United States Federal Income Taxation -- Receipt of Subordinated Debentures or
Cash Upon Liquidation of the Trust."
If the Subordinated Debentures are distributed to the holders of the
Preferred Securities, the Company will use its best efforts to cause the
Subordinated Debentures to be listed on the New York Stock Exchange or on such
other exchange as the Preferred Securities are then listed.
After the date for any distribution of Subordinated Debentures upon
dissolution of the Trust, (i) the Preferred Securities will no longer be deemed
to be outstanding and (ii) the record holders of the Preferred Securities will
receive a registered global certificate or certificates representing the
Subordinated Debentures to be delivered upon such distribution in exchange for
the Preferred Securities held by such holders.
If the Company elects to liquidate the Trust and thereby causes the
Subordinated Debentures to be distributed to holders of the Preferred Securities
in liquidation of the Trust, the Company shall have the right, subject to the
receipt of any consent required by the terms of any indebtedness of the Company
which may be outstanding from time to time, including under the Credit Agreement
or the Bridge Facility, to shorten the maturity of such Subordinated Debentures
to a date not earlier than November 19, 2001 or extend the maturity of such
Subordinated Debentures to a date not later than the earlier of (a) November 30,
2045 or (b) the Interest Deduction Date (as defined herein), provided that it
can extend the maturity only if certain conditions are met. See "Description of
the Subordinated Debentures -- Option to Change Scheduled Maturity Date" and
"The Company -- Senior Credit Facilities."
There can be no assurance as to the market prices for either the Preferred
Securities or the Subordinated Debentures that may be distributed in exchange
for the Preferred Securities if a dissolution and liquidation of the Trust were
to occur. Accordingly, the Preferred Securities that an investor may purchase,
whether pursuant to the offer made hereby or in the secondary market, or the
Subordinated Debentures that an investor may receive if a dissolution and
liquidation of the Trust were to occur, may trade at a discount to the price
that the investor paid to purchase the Preferred Securities offered hereby.
On March 19, 1996, the Revenue Reconciliation Bill of 1996, the revenue
portion of President Clinton's budget proposal was released. The Bill would,
among other things, generally deny interest deductions for interest on an
instrument, issued by a corporation, that has a maximum weighted average
maturity of more than 40 years. The Bill would also generally deny interest
deductions for interest on an instrument, issued by a corporation, that has a
maximum term of more than 20 years and that is not shown as indebtedness on the
separate balance sheet of the issuer or, where the instrument is issued to a
related party (other than a corporation), where the holder or some other related
party issues a related instrument that is not shown as indebtedness on the
issuer's consolidated balance sheet. For purposes of determining the weighted
average maturity or the term of an instrument, any right to extend would be
treated as exercised. The above-described provisions of the Bill were proposed
to be effective generally for instruments issued on or after December 7, 1995.
However, on March 29, 1996, the Chairmen of the Senate Finance and House Ways
and Means Committees issued a joint statement to the effect that it was their
intention that the effective date of President's legislative proposals, if
adopted, will be no earlier than the date of appropriate Congressional action.
In addition, subsequent to the publication of the joint statement, Senator
Daniel Patrick Moynihan and Representatives Sam M. Gibbons and Charles B. Rangel
wrote letters to Treasury Department officials concurring with the views
expressed in the joint statement. Under current law, the Company will be able to
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deduct interest on the Subordinated Debentures. The terms of the Subordinated
Debentures limit the right to extend the maturity of the Subordinated Debentures
to a date which is six months shorter than any legislative limit on the length
of debt securities for which interest is deductible. The Company believes this
will allow it an interest deduction if the 40-year weighted average maturity
component of the Bill is enacted. However, if the provision of the Bill
regarding a 20-year term is enacted with retroactive effect with regard to the
Subordinated Debentures, the Company will not be entitled to an interest
deduction with respect to the Subordinated Debentures. There can be no assurance
that current or future legislative proposals or final legislation will not
affect the ability of the Company to deduct interest on the Subordinated
Debentures, giving rise to a Tax Event which would permit the Company, subject
to the receipt of any consent required by the terms of any indebtedness of the
Company which may be outstanding from time to time, including under the Credit
Agreement or the Bridge Facility, to cause the redemption of the Preferred
Securities prior to November 19 , 2001 (the first date on which the Company
would otherwise be able to cause a redemption of the Preferred Securities). See
"United States Federal Income Taxation" and "The Company -- Senior Credit
Facilities."
REDEMPTION PROCEDURES
The Trust may not redeem fewer than all of the outstanding Preferred
Securities unless all accrued and unpaid distributions have been paid on all
Preferred Securities for all quarterly distribution periods terminating on or
prior to the date of redemption.
If the Trust gives a notice of redemption in respect of Preferred
Securities (which notice will be irrevocable), then, by 12:00 noon, New York
City time, on the redemption date, provided that the Company has paid to the
Property Trustee a sufficient amount of cash in connection with the related
redemption or maturity of the Subordinated Debentures, the Trust will
irrevocably deposit with the securities depository funds sufficient to pay the
applicable Redemption Price and will give the securities depository irrevocable
instructions to pay the Redemption Price to the holders of the Preferred
Securities. If notice of redemption shall have been given and funds deposited as
required, then immediately prior to the close of business on the date of such
deposit, distributions will cease to accrue and all rights of holders of such
Preferred Securities so called for redemption will cease, except the right of
the holders of such Preferred Securities to receive the Redemption Price, but
without interest on such Redemption Price. In the event that any date fixed for
redemption of Preferred Securities is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next succeeding day
that is a Business Day (without any interest or other payment in respect of any
such delay), except that, if such Business Day falls in the next calendar year,
such payment will be made on the immediately preceding Business Day. In the
event that the Company fails to repay the Subordinated Debentures on maturity or
payment of the Redemption Price in respect of Preferred Securities is improperly
withheld or refused and not paid either by the Trust or by the Company pursuant
to the Trust Guarantee, distributions on such Preferred Securities will continue
to accrue at the then applicable rate from the original redemption date to the
actual date of payment, in which case the actual payment date will be considered
the date fixed for redemption for purposes of calculating the Redemption Price.
In the event that fewer than all of the outstanding Preferred Securities
are to be redeemed, the Preferred Securities will be redeemed as described below
under "-- Book-Entry Issuance -- The Depository Trust Company."
If a partial redemption of the Preferred Securities would result in the
delisting of the Preferred Securities by a national securities exchange or other
organization on which the Preferred Securities are then listed, the Company
pursuant to the Indenture will only redeem the Subordinated Debentures in whole
and, as a result, the Trust may only redeem the Preferred Securities in whole.
Subject to the foregoing, the receipt of any consent required by the terms
of any indebtedness of the Company which may be outstanding from time to time,
including under the Credit Agreement or the Bridge Facility, and applicable law
(including, without limitation, United States federal securities laws), the
Company or its subsidiaries may at any time, and from time to time, purchase
outstanding Preferred Securities by tender, in the open market or by private
agreement.
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<PAGE> 67
LIQUIDATION DISTRIBUTION UPON DISSOLUTION
In the event of any voluntary or involuntary liquidation, dissolution,
winding-up or termination of the Trust (each a "Liquidation"), the then holders
of the Preferred Securities will be entitled to receive on a pro rata basis
solely out of the assets of the Trust, after satisfaction of liabilities to
creditors, distributions in an amount equal to the aggregate of the stated
liquidation amount of $25 per Preferred Security plus accrued and unpaid
distributions thereon to the date of payment (the "Liquidation Distribution"),
unless, in connection with such Liquidation, Subordinated Debentures in an
aggregate stated principal amount equal to the aggregate stated liquidation
amount of, with an interest rate identical to the distribution rate of, and
accrued and unpaid interest equal to accrued and unpaid distributions on, the
Preferred Securities have been distributed on a pro rata basis to the holders of
the Preferred Securities.
If, upon any such Liquidation, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then the amounts payable directly by the
Trust on the Preferred Securities shall be paid on a pro rata basis. The holders
of the Common Securities will be entitled to receive distributions upon any such
dissolution pro rata with the holders of the Preferred Securities, except that
if a Declaration Event of Default has occurred and is continuing, the Preferred
Securities shall have a preference over the Common Securities with regard to
such distributions.
TERMINATION
Pursuant to the Declaration, the Trust shall terminate upon the earliest of
(i) November 19, 2051, (ii) the bankruptcy of the Company, (iii) the filing of a
certificate of dissolution or its equivalent with respect to the Company, the
filing of a certificate of cancellation with respect to the Trust, or the
revocation of the charter of the Company and the expiration of 90 days after the
date of revocation without a reinstatement thereof, (iv) the distribution of the
Subordinated Debentures from the Trust, (v) the entry of a decree of a judicial
dissolution of the Company or the Trust, or (vi) the redemption of all the Trust
Securities.
DECLARATION EVENTS OF DEFAULT
An Event of Default under the Indenture (an "Indenture Event of Default")
constitutes an event of default under the Declaration with respect to the Trust
Securities (a "Declaration Event of Default"), provided that pursuant to the
Declaration, the holder of the Common Securities will be deemed to have waived
any Declaration Event of Default with respect to the Common Securities until all
Declaration Events of Default with respect to the Preferred Securities have been
cured, waived or otherwise eliminated. Until such Declaration Event of Default
with respect to the Preferred Securities has been so cured, waived, or otherwise
eliminated, the Property Trustee will be deemed to be acting solely on behalf of
the holders of the Preferred Securities and only the holders of the Preferred
Securities will have the right to direct the Property Trustee with respect to
certain matters under the Declaration, and therefore the Indenture.
Upon the occurrence of a Declaration Event of Default, the Indenture
Trustee (as defined herein) or the Property Trustee as the holder of the
Subordinated Debentures will have the right under the Indenture to declare the
principal of and interest on the Subordinated Debentures to be immediately due
and payable. The Company and the Trust are each required to file annually with
the Property Trustee an officer's certificate as to its compliance with all
conditions and covenants under the Declaration.
VOTING RIGHTS
Except as described herein, under the Trust Act, the Trust Indenture Act
and under "Description of the Trust Guarantee -- Modification of the Trust
Guarantee; Assignment" in the accompanying Prospectus, and as otherwise required
by law and the Declaration, the holders of the Preferred Securities will have no
voting rights.
Subject to the requirement of the Property Trustee obtaining a tax opinion
in certain circumstances set forth in the last sentence of this paragraph, the
holders of a majority in aggregate liquidation amount of the Preferred
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Property Trustee, or direct the
exercise of any trust or power conferred upon the Property Trustee under the
Declaration, including the right to direct the Property Trustee, as holder of
the Subordinated Debentures, to (i) exercise the remedies available under the
Indenture with respect to the
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Subordinated Debentures, (ii) waive any past Indenture Event of Default that is
waivable under the Indenture, or (iii) exercise any right to rescind or annul a
declaration that the principal of all the Subordinated Debentures shall be due
and payable, or consent to any amendment, modification or termination of the
Indenture or the Subordinated Debentures, where such consent should be required;
provided, however, that, where a consent or action under the Indenture would
require the consent or act of the holders of greater than a majority in
principal amount of Subordinated Debentures affected thereby (a
"Super-Majority"), the Property Trustee may only give such consent or take such
action at the written direction of the holders of at least the proportion in
liquidation amount of the Preferred Securities which the relevant Super-Majority
represents of the aggregate principal amount of the Subordinated Debentures
outstanding. The Property Trustee shall notify all holders of the Preferred
Securities of any notice of default received from the Indenture Trustee with
respect to the Subordinated Debentures. Except with respect to directing the
time, method and place of conducting a proceeding for a remedy, the Property
Trustee shall not take any of the actions described in clauses (i), (ii) or
(iii) above unless the Property Trustee has obtained an opinion of tax counsel
to the effect that, as a result of such action, the Trust will not be classified
as other than a grantor trust for United States federal income tax purposes.
In the event the consent of the Property Trustee, as the holder of the
Subordinated Debentures, is required under the Indenture with respect to any
amendment, modification or termination of the Indenture or the Subordinated
Debentures, the Property Trustee shall request the direction of the holders of
the Trust Securities with respect to such amendment, modification or termination
and shall vote with respect to such amendment, modification or termination as
directed by a majority in liquidation amount of the Trust Securities voting
together as a single class; provided, however, that where a consent under the
Indenture would require the consent of a Super-Majority, the Property Trustee
may only give such consent at the direction of the holders of at least the
proportion in liquidation amount of the Trust Securities which the relevant
Super-Majority represents of the aggregate principal amount of the Subordinated
Debentures outstanding. The Property Trustee shall not take any such action in
accordance with the directions of the holders of the Trust Securities unless the
Property Trustee has obtained an opinion of tax counsel to the effect that the
Trust will not be classified as other than a grantor trust for United States
federal income tax purposes on account of such action.
A waiver of an Indenture Event of Default will constitute a waiver of the
corresponding Declaration Event of Default.
Any required approval or direction of holders of Preferred Securities may
be given at a separate meeting of holders of Preferred Securities convened for
such purpose, at a meeting of all of the holders of Trust Securities or pursuant
to written consent. The Regular Trustees will cause a notice of any meeting at
which holders of Preferred Securities are entitled to vote, or of any matter
upon which action by written consent of such holders is to be taken, to be
mailed to each holder of record of Preferred Securities. Each such notice will
include a statement setting forth the following information: (i) the date of
such meeting or the date by which such action is to be taken; (ii) a description
of any resolution proposed for adoption at such meeting on which such holders
are entitled to vote or of such matter upon which written consent is sought; and
(iii) instructions for the delivery of proxies or consents. No vote or consent
of the holders of Preferred Securities will be required for the Trust to redeem
and cancel Preferred Securities or distribute Subordinated Debentures in
accordance with the Declaration.
Notwithstanding that holders of Preferred Securities are entitled to vote
or consent under any of the circumstances described above, any of the Preferred
Securities that are owned at such time by the Company or any entity directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, the Company, shall not be entitled to vote or consent and shall,
for purposes of such vote or consent, be treated as if such Preferred Securities
were not outstanding.
The procedures by which holders of Preferred Securities may exercise their
voting rights are described below. See "--Book-Entry Issuance -- The Depository
Trust Company" below.
Holders of the Preferred Securities will have no rights to appoint or
remove the Conseco Trustees, who may be appointed, removed or replaced solely by
the Company as the indirect or direct holder of all of the Common Securities.
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MODIFICATION OF THE DECLARATION
The Declaration may be modified and amended if approved by a majority of
the Regular Trustees (and in certain circumstances the Property Trustee),
provided that, if any proposed amendment provides for, or the Regular Trustees
otherwise propose to effect, (i) any action that would adversely affect the
powers, preferences or special rights of the Trust Securities, whether by way of
amendment to the Declaration or otherwise or (ii) the dissolution, winding-up or
termination of the Trust other than pursuant to the terms of the Declaration,
then the holders of the Trust Securities voting together as a single class will
be entitled to vote on such amendment or proposal and such amendment or proposal
shall not be effective except with the approval of at least a majority in
liquidation amount of the Trust Securities affected thereby; provided that, if
any amendment or proposal referred to in clause (i) above would adversely affect
only the Preferred Securities or the Common Securities, then only the affected
class will be entitled to vote on such amendment or proposal and such amendment
or proposal shall not be effective except with the approval of a majority in
liquidation amount of such class of Trust Securities.
Notwithstanding the foregoing, no amendment or modification may be made to
the Declaration if such amendment or modification would (i) cause the Trust to
be classified as other than a grantor trust for United States federal income tax
purposes, (ii) reduce or otherwise adversely affect the powers of the Property
Trustee or (iii) cause the Trust to be deemed an "investment company" which is
required to be registered under the 1940 Act.
MERGERS, CONSOLIDATIONS OR AMALGAMATIONS
The Trust may not consolidate, amalgamate, merge with or into or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety, to any corporation or other body, except as
described below. The Trust may, with the consent of a majority of the Regular
Trustees and without the consent of the holders of the Trust Securities, the
Property Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or
into, or be replaced by a trust organized as such under the laws of any State;
provided that, (i) such successor entity either (x) expressly assumes all of the
obligations of the Trust under the Trust Securities or (y) substitutes for the
Trust Securities other securities having substantially the same terms as the
Trust Securities (the "Successor Securities"), so long as the Successor
Securities rank the same as the Trust Securities rank with respect to
distributions and payments upon liquidation, redemption and otherwise, (ii) the
Company expressly acknowledges a trustee of such successor entity possessing the
same powers and duties as the Property Trustee as the holder of the Subordinated
Debentures, (iii) the Preferred Securities or any Successor Securities with
respect to the Preferred Securities are listed, or any such Successor Securities
will be listed upon notification of issuance, on any national securities
exchange or with another organization on which the Preferred Securities are then
listed or quoted, (iv) such merger, consolidation, amalgamation or replacement
does not cause the Preferred Securities (including any Successor Securities with
respect to the Preferred Securities) to be downgraded by any nationally
recognized statistical rating organization, (v) such merger, consolidation,
amalgamation or replacement does not adversely affect the rights, preferences
and privileges of the holders of the Trust Securities (including any Successor
Securities) in any material respect (other than with respect to any dilution of
the holders' interest in the new entity), (vi) such successor entity has a
purpose identical to that of the Trust, (vii) prior to such merger,
consolidation, amalgamation or replacement, the Company has received an opinion
of an independent counsel to the Trust experienced in such matters to the effect
that, (A) such merger, consolidation, amalgamation or replacement does not
adversely affect the rights, preferences and privileges of the holders of the
Trust Securities (including any Successor Securities) in any material respect
(other than with respect to any dilution of the holders' interest in the new
entity), (B) following such merger, consolidation, amalgamation or replacement,
neither the Trust nor such successor entity will be required to register as an
investment company under the 1940 Act and (C) the Trust will continue to be
classified as a grantor trust for federal income tax purposes, and (viii) the
Company guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Trust Guarantee.
Notwithstanding the foregoing, the Trust shall not, except with the consent of
holders of 100% in liquidation amount of the Trust Securities, consolidate,
amalgamate, merge with or into, or be replaced by any other entity or permit any
other entity to consolidate, amalgamate, merge with or into, or replace it, if
such consolidation, amalgamation, merger or replacement would cause the Trust or
the Successor
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Entity to be classified as other than a grantor trust for United States federal
income tax purposes and each holder of the Trust Securities not to be treated as
owning an undivided interest in the Subordinated Debentures.
BOOK-ENTRY ISSUANCE -- THE DEPOSITORY TRUST COMPANY
The Depository Trust Company ("DTC") will act as securities depository
("depository") for the Preferred Securities. The Preferred Securities initially
will be issued only as fully-registered securities registered in the name of
Cede & Co. (DTC's nominee). One or more fully-registered global Preferred
Securities certificates, representing the total aggregate number of Preferred
Securities, will be issued and will be delivered to DTC.
The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of securities in definitive form. Such laws
may impair the ability to transfer beneficial interests in the global Preferred
Securities as represented by a global certificate.
DTC has advised the Company and the Trust that DTC is a limited-purpose
trust company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). DTC holds securities that its participants ("Participants") deposit with
DTC. DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations ("Direct Participants").
DTC is owned by a number of its Direct Participants and by the New York Stock
Exchange, the American Stock Exchange, Inc., and the National Association of
Securities Dealers, Inc. Access to the DTC system is also available to others,
such as securities brokers and dealers, banks and trust companies that clear
transactions through or maintain a direct or indirect custodial relationship
with a Direct Participant ("Indirect Participants"). The rules applicable to DTC
and its Participants are on file with the Commission.
Purchases of Preferred Securities within the DTC system must be made by or
through Direct Participants, which will receive a credit for the Preferred
Securities on DTC's records. The ownership interest of each actual purchaser of
each Preferred Security ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchases, but Beneficial Owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings, from the Direct or Indirect
Participants through which the Beneficial Owners purchased Preferred Securities.
Transfers of ownership interests in the Preferred Securities are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in the Preferred Securities, except in the event that
use of the book-entry system for the Preferred Securities is discontinued.
To facilitate subsequent transfers, all the Preferred Securities deposited
by Participants with DTC are registered in the name of DTC's nominee, Cede & Co.
The deposit of Preferred Securities with DTC and their registration in the name
of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of
the actual Beneficial Owners of the Preferred Securities. DTC's records reflect
only the identity of the Direct Participants to whose accounts such Preferred
Securities are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements
that may be in effect from time to time.
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Redemption notices shall be sent to Cede & Co. If less than all of the
Preferred Securities are being redeemed, DTC will reduce pro rata the amount of
the interest of each Direct Participant in such Preferred Securities to be
redeemed in accordance with its procedures.
Although voting with respect to the Preferred Securities is limited, in
those cases where a vote is required, neither DTC nor Cede & Co. will itself
consent or vote with respect to Preferred Securities. Under its usual
procedures, DTC would mail an Omnibus Proxy to the Trust as soon as possible
after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or
voting rights to those Direct Participants to whose accounts the Preferred
Securities are credited on the record date (identified in a listing attached to
the Omnibus Proxy). The Company and the Trust believe that the arrangements
among DTC, Direct and Indirect Participants, and Beneficial Owners will enable
the Beneficial Owners to exercise rights equivalent in substance to the rights
that can be directly exercised by a holder of a beneficial interest in the
Trust.
Distribution payments on the Preferred Securities will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on the relevant
payment date in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payments on such
payment date. Payments by Participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the case with securities
held for the account of customers in bearer form or registered in "street name,"
and such payments will be the responsibility of such Participant and not of DTC,
the Trust or the Company, subject to any statutory or regulatory requirements
that may be in effect from time to time. Payment of distributions to DTC is the
responsibility of the Trust, disbursement of such payments to Direct
Participants is the responsibility of DTC, and disbursement of such payments to
the Beneficial Owners is the responsibility of Direct and Indirect Participants.
Except as provided herein, a Beneficial Owner in a global Preferred
Security certificate will not be entitled to receive physical delivery of
Preferred Securities. Accordingly, each Beneficial Owner must rely on the
procedures of DTC to exercise any rights under the Preferred Securities.
DTC may discontinue providing its services as depository with respect to
the Preferred Securities at any time by giving reasonable notice to the Trust.
Under such circumstances, in the event that a successor securities depository is
not obtained, Preferred Securities certificates are required to be printed and
delivered. Additionally, the Regular Trustees (with the consent of the Company)
may decide to discontinue use of the system of book-entry transfers through DTC
(or any successor depository) with respect to the Preferred Securities. In that
event, certificates for the Preferred Securities will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company and the Trust believe to be
reliable, but neither the Company nor the Trust takes responsibility for the
accuracy thereof.
INFORMATION CONCERNING THE PROPERTY TRUSTEE
The Property Trustee, prior to the occurrence of a default with respect to
the Trust Securities, undertakes to perform only such duties as are specifically
set forth in the Declaration, in the terms of the Trust Securities or in the
Trust Indenture Act and, after default, shall exercise the same degree of care
as a prudent individual would exercise in the conduct of his or her own affairs.
Subject to such provisions, the Property Trustee is under no obligation to
exercise any of the powers vested in it by the Declaration at the request of any
holder of Preferred Securities, unless offered reasonable indemnity by such
holder against the costs, expenses and liabilities which might be incurred
thereby. The holders of Preferred Securities will not be required to offer such
indemnity in the event such holders, by exercising their voting rights, direct
the Property Trustee to take any action following a Declaration Event of
Default. The Property Trustee also serves as Preferred Securities Guarantee
Trustee.
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PAYING AGENT
In the event that the Preferred Securities do not remain in book-entry
form, the following provisions would apply:
The Property Trustee will act as paying agent, and may designate an
additional or substitute paying agent at any time.
Registration of transfers of Preferred Securities will be effected without
charge by or on behalf of the Trust, but upon payment (with the giving of such
indemnity as the Trust or the Company may require) in respect of any tax or
other government charges that may be imposed in relation to it.
The Trust will not be required to register or cause to be registered the
transfer of Preferred Securities after such Preferred Securities have been
called for redemption.
GOVERNING LAW
The Declaration and the Preferred Securities will be governed by, and
construed in accordance with, the internal laws of the State of Delaware.
MISCELLANEOUS
The Regular Trustees are authorized and directed to operate the Trust in
such a way so that the Trust will not be required to register as an "investment
company" under the 1940 Act or be characterized as other than a grantor trust
for United States federal income tax purposes. The Company is authorized and
directed to conduct its affairs so that the Subordinated Debentures will be
treated as indebtedness of the Company for United States federal income tax
purposes. In this connection, the Company and the Regular Trustees are
authorized to take any action, not inconsistent with applicable law, the
certificate of trust of the Trust or the articles of incorporation of the
Company, that each of the Company and the Regular Trustees determines in their
discretion to be necessary or desirable to achieve such end, as long as such
action does not adversely affect the interests of the holders of the Preferred
Securities or vary the terms thereof.
Holders of the Preferred Securities have no preemptive rights.
DESCRIPTION OF THE SUBORDINATED DEBENTURES
Set forth below is a description of the specific terms of the Subordinated
Debentures in which the Trust will invest the proceeds from the issuance and
sale of the Trust Securities. This description supplements the description of
the general terms and provisions of the Subordinated Debentures set forth in the
accompanying Prospectus under the caption "Description of Debt Securities." The
following description does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the description in the accompanying
Prospectus and the Indenture, dated as of November 14, 1996 (the "Base
Indenture"), between the Company and Fleet National Bank, as Trustee (the
"Indenture Trustee"), as supplemented by a First Supplemental Indenture, to be
dated as of November 14, 1996 (the Base Indenture, as so supplemented, is
hereinafter referred to as the "Indenture"), the forms of which are filed as
Exhibits to the Registration Statement of which this Prospectus Supplement and
the accompanying Prospectus form a part, and the Trust Indenture Act. Certain
capitalized terms used herein are defined in the Indenture.
At any time, the Company will have the right to liquidate the Trust and
cause Subordinated Debentures to be distributed to the holders of the Trust
Securities in liquidation of the Trust, subject to the receipt of any consent
required by the terms of any indebtedness of the Company which may be
outstanding from time to time, including under the Credit Agreement or the
Bridge Facility. See "Description of the Preferred Securities -- Distribution of
the Subordinated Debentures."
If the Subordinated Debentures are distributed to the holders of the
Preferred Securities, the Company will use its best efforts to have the
Subordinated Debentures listed on the New York Stock Exchange or on such other
exchange on which the Preferred Securities are then listed.
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GENERAL
The Subordinated Debentures will be issued as unsecured subordinated debt
securities under the Indenture. The Subordinated Debentures will be limited in
aggregate principal amount to approximately $283.6 million, such amount being
the sum of the aggregate stated liquidation amount of the Preferred Securities
and the capital contributed by the Company in exchange for the Common Securities
(the "Company Payment").
The Subordinated Debentures are not subject to a sinking fund provision.
The entire principal of the Subordinated Debentures will mature and become due
and payable, together with any accrued and unpaid interest thereon including
Compounded Interest (as hereinafter defined), if any, on November 30, 2026,
subject to the election of the Company to shorten or extend the scheduled
maturity date of the Subordinated Debentures, which election in the case of an
extension of the scheduled maturity date is subject to the Company's satisfying
certain financial conditions and in the case of shortening the maturity date,
the receipt of any consent required by the terms of any indebtedness of the
Company which may be outstanding from time to time, including under the Credit
Agreement or the Bridge Facility. See "-- Option to Change Scheduled Maturity
Date."
If Subordinated Debentures are distributed to holders of Preferred
Securities in liquidation of such holders' interests in the Trust, it is
presently anticipated that such Subordinated Debentures will initially be issued
in the form of one or more Global Securities (as defined below). As described
herein, under certain limited circumstances, Subordinated Debentures may be
issued in definitive certificated form in exchange for a Global Security. See
"-- Book-Entry and Settlement" below. In the event that Subordinated Debentures
are issued in definitive certificated form, such Subordinated Debentures will be
in denominations of $25 and integral multiples thereof and may be transferred or
exchanged at the offices described below. Payments on Subordinated Debentures
issued as a Global Security will be made to DTC or its nominee, a successor
depository or its nominee. In the event Subordinated Debentures are issued in
definitive certificated form, principal and interest will be payable, the
transfer of the Subordinated Debentures will be registrable and Subordinated
Debentures will be exchangeable for Subordinated Debentures of other
denominations of a like aggregate principal amount at the corporate trust
offices of the Indenture Trustee in Hartford, Connecticut and New York, New
York; provided that payment of interest may be made at the option of the Company
by check mailed to the address of the persons entitled thereto.
The Indenture does not contain provisions that afford the holders of the
Subordinated Debentures protection in the event of a highly leveraged
transaction involving the Company or other similar transaction that may
adversely affect such holders.
SUBORDINATION
The Indenture provides that the Subordinated Debentures are subordinated
and junior in right of payment to the prior payment in full of all Senior
Indebtedness of the Company whether now existing or hereafter incurred. In the
event and during the continuation of any default by the Company in the payment
of principal, premium, interest or any other payment due on any Senior
Indebtedness of the Company, or in the event that the maturity of any Senior
Indebtedness of the Company has been accelerated because of a default, then in
either case, no payment will be made by the Company with respect to the
principal (including redemption payments) of or interest on the Subordinated
Debentures. Upon any distribution of assets of the Company to creditors upon any
dissolution, winding-up, liquidation or reorganization, whether voluntary or
involuntary, or in bankruptcy, insolvency, receivership or other proceedings,
all principal, premium, if any, and interest due or to become due on all Senior
Indebtedness of the Company must be paid in full before the holders of
Subordinated Debentures are entitled to receive or retain any payment. In the
event that the Subordinated Debentures are declared due and payable before the
Maturity Date, then all amounts due or to become due on all Senior Indebtedness
shall have been paid in full before holders of the Subordinated Debentures are
entitled to receive or retain any payment. Upon satisfaction of all claims of
all Senior Indebtedness then outstanding, the rights of the holders of the
Subordinated Debentures will be subrogated to the rights of the holders of
Senior Indebtedness of the Company to receive payments or distributions
applicable to Senior Indebtedness until all amounts owing on the Subordinated
Debentures are paid in full.
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The term "Senior Indebtedness" means all indebtedness of the Company,
whether now existing or hereafter created, but excluding trade accounts payable
arising in the ordinary course of business. Without limiting the generality of
the foregoing, "Senior Indebtedness" shall include the principal, premium, if
any, and interest on: (i) all indebtedness of the Company created, incurred or
assumed, which is for money borrowed, or evidenced by a note or similar
instrument given in connection with the acquisition of any business, properties
or assets, including securities; (ii) any indebtedness of others of the kinds
described in the preceding clause (i) for the payment of which the Company is
responsible or liable as guarantor or otherwise; and (iii) amendments, renewals,
extensions and refundings of any such indebtedness, unless in any instrument or
instruments evidencing or securing such indebtedness or pursuant to which the
same is outstanding, or in any such amendment, renewal, extension or refunding,
it is expressly provided that such indebtedness is not superior in right of
payment to Subordinated Debt Securities. "Senior Indebtedness" does not include
any indebtedness of the Company to any of its Subsidiaries. The Senior
Indebtedness shall continue to be Senior Indebtedness and entitled to the
benefits of the subordination provisions irrespective of any amendment,
modification or waiver of any term of the Senior Indebtedness or extension or
renewal of the Senior Indebtedness.
The Indenture does not limit the aggregate amount of Senior Indebtedness
that may be issued by the Company. As of September 30, 1996 the aggregate amount
of Senior Indebtedness and liabilities and obligations of the Company's
subsidiaries that would have effectively ranked senior to the Subordinated
Debentures was approximately $21 billion. As of September 30, 1996, after giving
effect to the Offering and the application of the proceeds thereof, the ATC
Merger, the BLH Transaction, the CAF Merger and the THI Merger the aggregate
amount of Senior Indebtedness and liabilities and obligations of the Company's
subsidiaries that would have effectively ranked senior to the Subordinated
Debentures would have been approximately $23 billion.
OPTIONAL REDEMPTION
The Company shall have the right to redeem the Subordinated Debentures,
subject to the receipt of any consent required by the terms of any indebtedness
of the Company which may be outstanding from time to time, including under the
Credit Agreement or the Bridge Facility, (i) at any time, in whole or in part,
from time to time, on or after November 19, 2001 or (ii) at any time in whole
(but not in part) upon the occurrence of a Special Event as described under
"Description of the Preferred Securities -- Special Event Redemption", upon not
less than 30 nor more than 60 days notice, at a redemption price equal to 100%
of the principal amount to be redeemed plus any accrued and unpaid interest to
the redemption date. If a partial redemption of the Preferred Securities
resulting from a partial redemption of the Subordinated Debentures would result
in the delisting of the Preferred Securities, the Company may only redeem the
Subordinated Debentures in whole. The Company may not redeem fewer than all
outstanding Subordinated Debentures unless there was no accrued and unpaid
interest on the Subordinated Debentures as of the Interest Payment Date (as
defined below) next preceding the redemption date. See "The Company -- Senior
Credit Facilities."
INTEREST
Each Subordinated Debenture shall bear interest at the rate of 9.16% per
annum from the original date of issuance, or from the most recent interest
payment date to which interest has been paid or provided for, payable quarterly
in arrears on March 31, June 30, September 30 and December 31 of each year (each
an "Interest Payment Date"), commencing December 31, 1996, to the person in
whose name such Subordinated Debenture is registered, subject to certain
exceptions, at the close of business on the Business Day next preceding such
Interest Payment Date. In the event the Subordinated Debentures shall not
continue to remain in book-entry form, the Company shall have the right to
select record dates, which shall be more than one Business Day but less than 60
Business Days prior to the Interest Payment Date. Any installment of interest
not punctually paid will cease to be payable to the holders of the Subordinated
Debentures on the regular record date and may be paid to the person in whose
name the Subordinated Debentures are registered at the close of business on a
special record date to be fixed by the Indenture Trustee for the payment of such
defaulted interest, notice of which shall be given to the holders of the
Subordinated Debentures not less than 10 days prior to such special record date,
or may be paid at any time in any other lawful manner not
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inconsistent with the requirements of any securities exchange, interdealer
quotation system or other organization on which the Subordinated Debentures may
be listed, and upon such notice as may be required by such exchange, system or
organization.
The amount of interest payable for any period will be computed on the basis
of a 360-day year of twelve 30-day months. The amount of interest payable for
any period shorter than a full quarterly period for which interest is computed,
will be computed on the basis of the actual number of days elapsed in such 90
day quarter. In the event that any date on which interest is payable on the
Subordinated Debentures is not a Business Day, then payment of the interest
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, then
such payment shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on such date.
OPTION TO CHANGE SCHEDULED MATURITY DATE
The "Scheduled Maturity Date" of the Subordinated Debentures is November
30, 2026. The Company, however, may, extend such maturity date (November 30,
2026 or the maturity date then in effect, as the case may be, is hereinafter
referred to as the "Maturity Date") for one or more periods, but in no event
later than the earlier of (i) November 30, 2045 or (ii) the Interest Deduction
Date. The "Interest Deduction Date" shall mean the date which is six months
earlier than the ending date of the maximum term (beginning on the date of issue
of the Subordinated Debentures and including any extensions thereof), as
determined under any federal statute applicable by its terms to the Subordinated
Debentures which is enacted at any time after the issuance of the Subordinated
Debentures (including, but not limited to, at any time after an extension of the
Maturity Date), of a debt instrument for which interest is deductible for
federal income tax purposes. In no event shall the extended Maturity Date be
later than the Interest Deduction Date even if the Maturity Date has previously
been extended to a date beyond the Interest Deduction Date. The Company must
exercise its right to extend the term at least 90 days prior to the Maturity
Date then in effect and must satisfy the following conditions on the date the
Company exercises such right and on the Maturity Date then in effect prior to
such proposed extension: (a) the Company is not in bankruptcy or otherwise
insolvent, (b) the Company is not in default on any Subordinated Debenture
issued to the Trust or to any trustee of the Trust in connection with an
issuance of Trust Securities by the Trust, (c) the Company has made timely
payments on the Subordinated Debentures for the immediately preceding six
quarters without deferrals, (d) the Trust is not in arrears on payments of
distributions on the Trust Securities, (e) the Subordinated Debentures or
Preferred Securities are rated investment grade by any one of Standard & Poor's
Corporation, Moody's Investors Service, Inc., Fitch Investor Services, Duff &
Phelps Credit Rating Company or any other nationally recognized statistical
rating organization, and (f) the final maturity of such Subordinated Debentures
is not later than November 30, 2045. Pursuant to the Declaration, the Regular
Trustees are required to give notice of the Company's election to change the
Maturity Date to the holders of the Preferred Securities.
In addition, if the Company exercises its right to liquidate the Trust and
distribute the Subordinated Debentures as discussed above under "Description of
the Preferred Securities -- Distribution of the Subordinated Debentures,"
effective upon such exercise the Maturity Date of the Subordinated Debentures
may be changed to (i) any date elected by the Company that is no earlier than
November 19, 2001, subject to the receipt of any consent required by the terms
of any indebtedness of the Company which may be outstanding from time to time,
including under the Credit Agreement or the Bridge Facility, and (ii) any date
elected by the Company which is not later than the earlier of (a) November 30,
2045 or (b) the Interest Deduction Date; provided that on the date the Company
exercises such right and on the Maturity Date in effect prior to such proposed
extension the conditions specified in the previous paragraph are satisfied.
OPTION TO EXTEND INTEREST PAYMENT PERIOD
The Company has the right at any time, and from time to time, during the
term of the Subordinated Debentures to defer payments of interest by extending
the interest payment period for a period not exceeding 20 consecutive quarters,
at the end of which Extension Period, the Company shall pay all interest then
accrued and unpaid, together with interest thereon compounded quarterly at the
rate specified for the Subordinated
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Debentures to the extent permitted by applicable law ("Compounded Interest");
provided that no Extension Period shall extend beyond the Maturity Date; and
provided further that, during any such Extension Period, (a) the Company shall
not declare or pay any dividends on, make any distribution with respect to, or
redeem, purchase, acquire or make a liquidation payment with respect to any of
its capital stock, (b) the Company shall not make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities issued by the Company that rank pari passu with or junior to the
Subordinated Debentures and (c) the Company shall not make guarantee payments
with respect to the foregoing (other than pursuant to the Trust Guarantee);
provided, however, that, the restriction in clause (a) above does not apply to
(i) any stock dividends paid by the Company where the dividend stock is the same
as that on which the dividend is paid or (ii) purchases or acquisitions of
shares of Company Common Stock in connection with the satisfaction by the
Company of its obligations under any employee benefit plans. Prior to the
termination of any such Extension Period, the Company may further defer payments
of interest by extending the interest payment period; provided, however, that
such Extension Period, including all such previous and further extensions, may
not exceed 20 consecutive quarters or extend beyond the Maturity Date. Upon the
termination of any Extension Period and the payment of all amounts then due, the
Company may commence a new Extension Period, subject to the terms set forth in
this section. No interest during an Extension Period, except at the end thereof,
shall be due and payable. The Company has no present intention of exercising its
right to defer payments of interest by extending the interest payment period on
the Subordinated Debentures. If the Property Trustee shall be the sole holder of
the Subordinated Debentures, the Company shall give the Regular Trustees and the
Property Trustee notice of its selection of such Extension Period one Business
Day prior to the earlier of (i) the date distributions on the Preferred
Securities are payable or (ii) the date the Regular Trustees are required to
give notice to the New York Stock Exchange (or other applicable self-regulatory
organization) or to holders of the Preferred Securities of the record date or
the date such distribution is payable. The Regular Trustees shall give notice of
the Company's selection of such Extension Period to the holders of the Preferred
Securities. If the Property Trustee shall not be the sole holder of the
Subordinated Debentures, the Company shall give the holders of the Subordinated
Debentures notice of its selection of such Extension Period ten Business Days
prior to the earlier of (i) the applicable Interest Payment Date or (ii) the
date upon which the Company is required to give notice to the New York Stock
Exchange (or other applicable self-regulatory organization) or to holders of the
Subordinated Debentures of the record or payment date of such related interest
payment.
INDENTURE EVENTS OF DEFAULT
If any Indenture Event of Default shall occur and be continuing, the
Property Trustee, as the holder of the Subordinated Debentures, will have the
right to declare the principal of and the interest on the Subordinated
Debentures (including any Compounded Interest and any other amounts payable
under the Indenture) to be forthwith due and payable and to enforce its other
rights as a creditor with respect to the Subordinated Debentures subject to the
subordination provisions in the Indenture. See "Description of the Debt
Securities -- Events of Default" in the accompanying Prospectus for a
description of the Indenture Events of Default. An Indenture Event of Default
also constitutes a Declaration Event of Default. If the Property Trustee fails
to enforce its rights with respect to the Subordinated Debentures held by the
Trust, any record holder of Preferred Securities may institute legal proceedings
directly against the Company to enforce the Property Trustee's rights under such
Subordinated Debentures without first instituting any legal proceedings against
such Property Trustee or any other person or entity. Notwithstanding the
foregoing, if an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Company to pay
interest or principal on the Subordinated Debentures issued to the Trust on the
date such interest or principal is otherwise payable, then a record holder of
Preferred Securities may institute a proceeding directly against the Company for
enforcement of payment to the record holder of the Preferred Securities of the
principal of or interest on the Subordinated Debentures on or after the
respective due dates specified in the Subordinated Debentures, and the amount of
the payment will be based on the holder's pro rata share of the amount due and
owing on all of the Preferred Securities. The record holder in the case of the
issuance of one or more global Preferred Securities certificates will be DTC
acting at the direction of the beneficial owners of the Preferred Securities.
The holders of Preferred Securities in certain circumstances have the right to
direct the Property Trustee to exercise its rights, with respect to other than
principal and
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interest payments on the Subordinated Debentures, as the holder of the
Subordinated Debentures. See "Description of the Preferred Securities --
Declaration Events of Default" and "Description of the Preferred Securities --
Voting Rights."
ADDITIONAL COVENANTS
In addition to the covenants contained in the Base Indenture, but subject
to the exceptions described below in this paragraph, the Company has also
covenanted, with respect to the Subordinated Debentures, that for so long as the
Preferred Securities and the Common Securities remain outstanding the Company
will (i) maintain 100% direct or indirect ownership of the Common Securities,
provided, however, that any permitted successor of the Company under the
Indenture may succeed to the Company's ownership of the Common Securities, (ii)
not voluntarily dissolve, wind-up or terminate the Trust, except in connection
with the distribution of Subordinated Debentures or certain mergers,
consolidations or amalgamations, each as permitted by the Declaration, (iii)
timely perform its duties as sponsor of the Trust, (iv) use its reasonable
efforts to cause the Trust (a) to remain a business trust, except in connection
with a distribution of the Subordinated Debentures, the redemption of all of the
Preferred Securities and Common Securities of the Trust or certain mergers,
consolidations or amalgamations, each as permitted by the Declaration, and (b)
otherwise continue not to be treated as an association taxable as a corporation
or partnership for United States federal income tax purposes, and (v) to use its
reasonable efforts to cause each holder of Preferred Securities and Common
Securities to be treated as owning an individual beneficial interest in the
Subordinated Debentures. See "Description of Debt Securities -- Covenants" in
the accompanying Prospectus. Further, the defeasance provisions of the Base
Indenture do not apply to the Subordinated Debentures. See "Description of Debt
Securities -- Defeasance and Discharge" in the accompanying Prospectus.
BOOK-ENTRY AND SETTLEMENT
If distributed to holders of Preferred Securities in connection with the
involuntary or voluntary dissolution, winding-up or liquidation of the Trust, it
is presently anticipated that the Subordinated Debentures will be issued in the
form of one or more global certificates (each a "Global Security") registered in
the name of a securities depository or its nominee. Except under the limited
circumstances described below, Subordinated Debentures represented by the Global
Security will not be exchangeable for, and will not otherwise be issuable as,
Subordinated Debentures in definitive form. The Global Securities described
above may not be transferred except by the depository to a nominee of the
depository or by a nominee of the depository to the depository or another
nominee of the depository or to a successor depository or its nominee.
The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
laws may impair the ability to transfer beneficial interests in such a Global
Security.
Except as provided below, owners of beneficial interests in such a Global
Security will not be entitled to receive physical delivery of Subordinated
Debentures in definitive form and will not be considered the Holders (as defined
in the Indenture) thereof for any purpose under the Indenture, and no Global
Security representing Subordinated Debentures shall be exchangeable, except for
another Global Security of like denomination and tenor to be registered in the
name of the depository or its nominee or to a successor depository or its
nominee. Accordingly, each beneficial owner must rely on the procedures of the
depository or if such person is not a Participant, on the procedures of the
Participant through which such person owns its interest to exercise any rights
of a Holder under the Indenture.
THE DEPOSITORY
If Subordinated Debentures are distributed to holders of Preferred
Securities in liquidation of such holders' interests in the Trust, DTC will act
as securities depository for the Subordinated Debentures. For a description of
DTC and the specific terms of the depository arrangements, see "Description of
the Preferred Securities -- Book-Entry Issuance -- The Depository Trust
Company." As of the date of this Prospectus Supplement, the description therein
of DTC's book-entry system and DTC's practices as they relate to purchases,
transfers, notices and payments with respect to the Preferred Securities apply
in all material
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respects to any debt obligations represented by one or more Global Securities
held by DTC. The Company may appoint a successor to DTC or any successor
depository in the event DTC or such successor depository is unable or unwilling
to continue as the depository for the Global Securities.
None of the Company, the Trust, the Indenture Trustee, any paying agent and
any other agent of the Company or the Indenture Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Security
for such Subordinated Debentures or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
DISCONTINUANCE OF THE DEPOSITORY'S SERVICES
A Global Security shall be exchangeable for Subordinated Debentures in
definitive certificated form registered in the names of persons other than the
depository or its nominee only if (i) the depository notifies the Company that
it is unwilling or unable to continue as a depository for such Global Security
and no successor depository shall have been appointed, (ii) the depository, at
any time, ceases to be a clearing agency registered under the Exchange Act at
which time the depository is required to be so registered to act as such
depository and no successor depository shall have been appointed, or (iii) the
Company, in its sole discretion, determines that such Global Security shall be
so exchangeable. Any Global Security that is exchangeable pursuant to the
preceding sentence shall be exchangeable for Subordinated Debentures registered
in such names as the depository shall direct. It is expected that such
instructions will be based upon directions received by the depository from its
Participants with respect to ownership of beneficial interests in such Global
Security.
MISCELLANEOUS
The Company will pay all fees and expenses related to (i) the offering of
the Trust Securities and the Subordinated Debentures, (ii) the organization,
maintenance and dissolution of the Trust, (iii) the retention of the Conseco
Trustees and (iv) the enforcement by the Property Trustee of the rights of the
holders of the Preferred Securities.
DESCRIPTION OF THE TRUST GUARANTEE
Pursuant to the Trust Guarantee, the Company will irrevocably and
unconditionally agree, to the extent set forth therein, to pay in full, to the
holders of the Preferred Securities issued by the Trust, the Guarantee Payments
(as defined in the accompanying Prospectus) (except to the extent paid by the
Trust), as and when due, regardless of any defense, right of set-off or
counterclaim which the Trust may have or assert. The Company's obligation to
make a Guarantee Payment may be satisfied by direct payment of the required
amounts by the Company to the holders of Preferred Securities or by causing the
Trust to pay such amounts to such holders. The Trust Guarantee will be qualified
as an indenture under the Trust Indenture Act. Fleet National Bank will act as
indenture trustee under the Trust Guarantee. The terms of the Trust Guarantee
will be those set forth in such Trust Guarantee and those made part of such
Trust Guarantee by the Trust Indenture Act. The Trust Guarantee will be held by
the Preferred Securities Guarantee Trustee for the benefit of the holders of the
Preferred Securities. Notwithstanding the foregoing, if the Company has failed
to make a payment under the Trust Guarantee, any holder of Preferred Securities
may institute a legal proceeding directly against the Company for enforcement of
the Trust Guarantee with respect to payment to the record holder of the
Preferred Securities of the principal or interest on the Subordinated Debentures
held by the Trust on or after the respective due dates specified in the
Subordinated Debentures, without first instituting a legal proceeding directly
against the Trust, the Preferred Securities Guarantee Trustee or any other
person or entity. A summary description of the Trust Guarantee appears in the
accompanying Prospectus under the caption "Description of the Preferred
Securities Guarantees."
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EFFECT OF OBLIGATIONS UNDER THE SUBORDINATED
DEBENTURES AND THE TRUST GUARANTEE
As set forth in the Declaration, the sole purpose of the Trust is to (i)
issue the Trust Securities evidencing undivided beneficial interests in the
assets of the Trust, (ii) invest the proceeds from such issuance and sale in the
Subordinated Debentures and (iii) engage in only those other activities
necessary or incidental thereto.
As long as payments of interest and other payments are made when due on the
Subordinated Debentures, such payments will be sufficient to cover distributions
and payments due on the Trust Securities because: (i) the aggregate principal
amount of Subordinated Debentures will be equal to the sum of the aggregate
stated liquidation amount of the Trust Securities; (ii) the interest rate and
the interest and other payment dates on the Subordinated Debentures will match
the distribution rate and distribution and other payment dates for the Preferred
Securities; (iii) the Company shall pay all, and the Trust shall not be
obligated to pay, directly or indirectly, any, costs, expenses, debts and
obligations (other than with respect to the Trust Securities) related to the
Trust; and (iv) the Declaration provides that the Conseco Trustees shall not
cause or permit the Trust to, among other things, engage in any activity that is
not consistent with the purposes of the Trust.
Payments of distributions (to the extent funds therefor are available) and
other payments due on the Preferred Securities (to the extent funds therefor are
available) are guaranteed by the Company as and to the extent set forth under
"Description of Trust Guarantees" in the accompanying Prospectus. If the Company
does not make interest and/or principal payments on the Subordinated Debentures
purchased by the Trust, the Trust will not have sufficient funds to pay
distributions on the Preferred Securities. The Trust Guarantee will not apply to
the payment of distributions and other payments on the Preferred Securities when
the Trust does not have sufficient funds to make such distributions or other
payments.
The Trust Guarantee will constitute an unsecured obligation of the Company
and will rank (i) subordinate and junior in right of payment to all other
liabilities of the Company except those made pari passu or subordinate by their
terms, (ii) pari passu with the most senior preferred or preference stock now or
hereafter issued by the Company and with any guarantee now or hereafter entered
into by the Company in respect of any preferred or preference stock of any
affiliate of the Company, and (iii) senior to the Company Common Stock.
The Trust Guarantee, when taken together with the back-up undertakings,
consisting of obligations of the Company as set forth in the Declaration
(including the obligation to pay expenses of the Trust), the Indenture and any
applicable supplemental indentures thereto, and the Subordinated Debentures
issued to the Trust, provide a full and unconditional guarantee by the Company
of the amounts due on the Preferred Securities. If the Company fails to make
interest or other payments on the Subordinated Debentures when due (taking
account of any Extension Period), the Declaration provides a mechanism whereby
the holders of the Preferred Securities, using the procedures described in
"Description of the Preferred Securities -- Book-Entry Only Issuance -- The
Depository Trust Company" and "-- Voting Rights," may direct the Property
Trustee to enforce its rights under the Subordinated Debentures. If the Property
Trustee fails to enforce its right under the Subordinated Debentures, a holder
of Preferred Securities may institute a legal proceeding against the Company to
enforce the Property Trustee's rights under the Subordinated Debentures without
first instituting any legal proceeding against the Property Trustee or any other
person or entity. Notwithstanding the foregoing, if a Declaration Event of
Default has occurred and is continuing and such event is attributable to the
failure of the Company to pay interest or principal on the Subordinated
Debentures on the date such interest or principal is otherwise payable, then a
holder of Preferred Securities may directly institute a proceeding against the
Company for payment. The Company, under the Trust Guarantee, acknowledges that
the Preferred Securities Guarantee Trustee shall enforce the Trust Guarantee on
behalf of the holders of the Preferred Securities. If the Company fails to make
payments under the Trust Guarantee, the Trust Guarantee provides a mechanism
whereby the holders of the Preferred Securities may direct the Preferred
Securities Guarantee Trustee to enforce its rights thereunder. Notwithstanding
the foregoing, if the Company has failed to make a payment under the Trust
Guarantee, any holder of Preferred Securities may institute a legal proceeding
directly against the Company for enforcement of the Trust Guarantee with respect
to payment to
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the record holder of the Preferred Securities of the principal or interest on
the Subordinated Debentures held by the Trust on or after the respective due
dates specified in the Subordinated Debentures, without first instituting a
legal proceeding against the Trust, the Preferred Securities Guarantee Trustee,
or any other person or entity.
UNITED STATES FEDERAL INCOME TAXATION
GENERAL
The following is a summary of certain of the material United States federal
income tax consequences of the purchase, ownership and disposition of Preferred
Securities. Unless otherwise stated, this summary deals only with Preferred
Securities held as capital assets by holders who purchase the Preferred
Securities upon original issuance ("Initial Holders"). It does not deal with
special classes of holders such as banks, thrifts, real estate investment
trusts, regulated investment companies, insurance companies, dealers in
securities or currencies, tax-exempt investors, or persons that will hold the
Preferred Securities as a position in a "straddle," as part of a "synthetic
security" or "hedge," as part of a "conversion transaction" or other integrated
investment, or as other than a capital asset. This summary also does not address
the tax consequences to persons that have a functional currency other than the
U.S. dollar or the tax consequences to shareholders, partners or beneficiaries
of a holder of Preferred Securities. Further, it does not include any
description of any alternative minimum tax consequences or the tax laws of any
state or local government or of any foreign government that may be applicable to
the Preferred Securities. This summary is based on the Internal Revenue Code of
1986, as amended (the "Code"), U.S. Treasury regulations thereunder and
administrative and judicial interpretations thereof, as of the date hereof, all
of which are subject to change, possibly on a retroactive basis. Any such
changes may be applied retroactively in a manner that could cause the tax
consequences to vary substantially from the consequences described below,
possibly adversely affecting a beneficial owner of the Preferred Securities. In
particular, legislation has been proposed that could adversely affect the
Company's ability to deduct interest on the Subordinated Debentures, which may
in turn permit the Company to cause a redemption of the Preferred Securities
prior to 2001. See "-- Proposed Tax Law Changes."
CLASSIFICATION OF THE SUBORDINATED DEBENTURES AND THE TRUST
In connection with the issuance of the Subordinated Debentures, Locke
Reynolds Boyd & Weisell, legal counsel for the Company and the Trust, will
render its opinion generally to the effect that, under then current law and
assuming full compliance with the terms of the Indenture (and certain other
documents), the Subordinated Debentures will be classified for United States
federal income tax purposes as indebtedness of the Company.
In connection with the issuance of the Preferred Securities, Locke Reynolds
Boyd & Weisell will render its opinion generally to the effect that, under then
current law and assuming full compliance with the terms of the Declaration, the
Trust will be classified for United States federal income tax purposes as a
grantor trust and not as an association taxable as a corporation. Accordingly,
for United States federal income tax purposes, each holder of Preferred
Securities generally will be considered the owner of an undivided interest in
the Subordinated Debentures. Each holder will be required to include in its
gross income its allocable share of income accrued on the Subordinated
Debentures.
Investors should be aware that these tax opinions do not address any other
issue and are not binding on the Internal Revenue Service or the courts.
ORIGINAL ISSUE DISCOUNT
Under recently issued income tax regulations applicable to all debt
instruments that, like the Subordinated Debentures, are issued on or after
August 13, 1996, remote contingencies that stated interest will not be timely
paid are ignored in determining whether a debt instrument is issued with OID,
which determination depends in part on whether interest is "unconditionally
payable" on the debt instrument. OID must be included in income by all holders
as it accrues economically on a daily basis, without regard to when it is paid
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in cash or whether a particular holder generally uses the cash method of
accounting. The Company has concluded that the likelihood of its exercising its
option to defer payments of interest is remote. This conclusion is based on the
Company's analysis, as of the date of issue of the Subordinated Debentures, of
various facts and circumstances deemed relevant to exercising such deferral
option, including, among other things, the inability of the Company to declare
dividends on its stock while interest on the Subordinated Debentures is being
deferred, and the likely impact of the non-payment of dividends upon the ratings
of the Company's securities if the deferral option is exercised. Based upon this
conclusion by the Company, and in the absence of any specific definition of
"remote" in the applicable income tax regulations, in the opinion of Locke
Reynolds Boyd & Weisell, although the matter is not entirely free from doubt,
the Subordinated Debentures will not include OID. As a consequence, holders of
the Preferred Securities should report interest under their own methods of
accounting (e.g., cash or accrual) instead of under the daily economic accrual
rules for OID instruments.
Under the new regulations, however, if the Company exercises its right to
defer payments of interest, the Subordinated Debentures will become OID
instruments, and all holders of the Preferred Securities will be required to
accrue interest on a daily basis and to report that OID as taxable interest
income during any Extension Period even though the Company will not pay the
interest in cash until the end of the Extension Period, and even though a holder
may use the cash method of accounting. A holder who disposes of the Preferred
Securities during such an Extension Period may suffer a loss because the market
value of the Trust Securities will likely fall if the Company exercises its
option to defer payments of interest on the Subordinated Debentures.
Furthermore, the market value of the Preferred Securities may not reflect the
accumulated distribution that will be paid at the end of the Extension Period,
and a holder who sells the Preferred Securities during the Extension Period will
not receive from the Company any cash related to the interest (OID) income the
holder accrued and included in its taxable income under the OID rules (because
that cash will be paid to the holder of record at the end of the Extension
Period).
If the Subordinated Debentures become OID instruments (i.e., if the Company
exercises its rights to defer payment of interest), the Subordinated Debentures
will be taxed as OID instruments for as long as they remain outstanding. Thus,
even after the end of the Extension Period, all holders will be required to
continue accruing interest (OID) on the Subordinated Debentures on a daily
basis, regardless of their method of accounting.
The new regulations have not been addressed in any rulings or other
interpretations by the Internal Revenue Service other than the preamble to the
Treasury Decision that issued the new regulations, which added the concept of
"remote contingencies" to existing definitions used to determine whether
interest payable under a debt instrument is "unconditionally payable." The new
regulations could be viewed as a favorable reversal of the Internal Revenue
Service's previous position, as expressed in a 1995 Revenue Ruling that has not
been withdrawn. It is possible that the IRS could take a position contrary to
the interpretation herein.
MARKET DISCOUNT AND BOND PREMIUM
Holders of Preferred Securities other than Initial Holders may be
considered to have acquired their undivided interests in the Subordinated
Debentures with "market discount" or "acquisition premium" as such phrases are
defined for United States federal income tax purposes. Such holders are advised
to consult their tax advisors as to the income tax consequences of the
acquisition, ownership and disposition of the Preferred Securities.
RECEIPT OF SUBORDINATED DEBENTURES OR CASH UPON LIQUIDATION OF THE TRUST
As described under the caption "Description of the Preferred Securities --
Distribution of the Subordinated Debentures," Subordinated Debentures may be
distributed to holders in exchange for the Preferred Securities and in
liquidation of the Trust. Under current law, such a distribution, for United
States federal income tax purposes, would be treated as a non-taxable event to
each holder, and each holder would receive an aggregate tax basis in the
Subordinated Debentures equal to such holder's aggregate tax basis in its
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Preferred Securities. A holder's holding period in the Subordinated Debentures
so received in liquidation of the Trust would include the period during which
the Preferred Securities were held by such holder.
Under certain circumstances described herein (see "Description of the
Preferred Securities -- Special Event Redemption"), the Subordinated Debentures
may be redeemed for cash and the proceeds of such redemption distributed to
holders in redemption of their Preferred Securities. Under current law, such a
redemption would, for United States federal income tax purposes, constitute a
taxable disposition of the redeemed Preferred Securities, and a holder could
recognize gain or loss as if it sold such redeemed Preferred Securities for
cash. See "--Sales of Preferred Securities."
SALES OF PREFERRED SECURITIES
A holder that sells Preferred Securities will recognize gain or loss equal
to the difference between its adjusted tax basis in the Preferred Securities and
the amount realized on the sale of such Preferred Securities. Assuming the
Company does not defer interest on the Subordinated Debentures by extending the
interest payment period, a holder's adjusted tax basis in the Preferred
Securities generally will equal its initial purchase price. Subject to the
market discount rules described above and the discussion below regarding accrued
and unpaid interest, such gain or loss generally will be a capital gain or loss
and generally will be a long-term capital gain or loss if the Preferred
Securities have been held for more than one year.
The Preferred Securities may trade at a price that does not fully reflect
the value of accrued but unpaid interest with respect to the underlying
Subordinated Debentures. If the Company exercises its right to defer payments of
interest, the Substituted Debentures will become OID instruments and a holder
who disposes of Preferred Securities between record dates for payments of
distributions thereon will be required to include in income as ordinary income,
accrued and unpaid interest on the Subordinated Debentures through the date of
disposition, and to add such amount to such holder's adjusted tax basis in its
pro rata share of the underlying Subordinated Debentures deemed disposed of. To
the extent the selling price is less than the holder's adjusted tax basis (which
will include all accrued but unpaid interest) a holder will recognize a capital
loss. Subject to certain limited exceptions, capital losses cannot be applied to
offset ordinary income for United States federal income tax purposes. Accrual
basis taxpayers would be subjected to similar treatment without regard to the
Company's election to defer.
UNITED STATES ALIEN HOLDERS
For purposes of this discussion, a "United States Alien Holder" is any
corporation, individual, partnership, estate or trust that is, as to the United
States, a foreign corporation, a non-resident alien individual, a foreign
partnership, or a non-resident fiduciary of a foreign estate or trust.
Under present United States federal income tax law: (i) payments by the
Trust or any of its paying agents to any holder of a Preferred Security who or
which is a United States Alien Holder will not be subject to United States
federal withholding tax; provided that, (a) the beneficial owner of the
Preferred Security does not actually or constructively own 10% or more of the
total combined voting power of all classes of stock of the Company entitled to
vote, (b) the beneficial owner of the Preferred Security is not a controlled
foreign corporation that is related to the Company through stock ownership, and
(c) either (A) the beneficial owner of the Preferred Security certifies to the
Trust or its agent, under penalties of perjury, that it is not a United States
holder and provides its name and address or (B) a securities clearing
organization, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business (a "Financial
Institution"), and holds the Preferred Security in such capacity, certifies to
the Trust or its agent, under penalties of perjury, that such statement has been
received from the beneficial owner by it or by a Financial Institution between
it and the beneficial owner and furnishes the Trust or its agent with a copy
thereof; and (ii) a United States Alien Holder of a Preferred Security will not
be subject to United States federal withholding tax on any gain realized upon
the sale or other disposition of a Preferred Security.
INFORMATION REPORTING TO HOLDERS
Income on the Preferred Securities will be reported to holders on Forms
1099, which forms should be mailed to holders of Preferred Securities by January
31 following each calendar year.
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BACKUP WITHHOLDING
Payments made on, and proceeds from the sale of, the Preferred Securities
may be subject to a "backup" withholding tax of 31% unless the holder complies
with certain identification requirements. Any withheld amounts will be allowed
as a credit against the holder's federal income tax, provided the required
information is provided to the Internal Revenue Service.
PROPOSED TAX LAW CHANGES
On March 19, 1996, the Revenue Reconciliation Bill of 1996, the revenue
portion of President Clinton's budget proposal was released. The Bill would,
among other things, generally deny interest deductions for interest on an
instrument, issued by a corporation, that has a maximum weighted average
maturity of more than 40 years. The Bill would also generally deny interest
deductions for interest on an instrument, issued by a corporation, that has a
maximum term of more than 20 years and that is not shown as indebtedness on the
separate balance sheet of the issuer or, where the instrument is issued to a
related party (other than a corporation), where the holder or some other related
party issues a related instrument that is not shown as indebtedness on the
issuer's consolidated balance sheet. For purposes of determining the weighted
average maturity or the term of an instrument, any right to extend would be
treated as exercised. The above-described provisions of the Bill were proposed
to be effective generally for instruments issued on or after December 7, 1995.
However, on March 29, 1996, the Chairmen of the Senate Finance and House Ways
and Means Committees issued a joint statement to the effect that it was their
intention that the effective date of the President's legislative proposals, if
adopted, will be no earlier than the date of appropriate Congressional action.
In addition, subsequent to the publication of the joint statement, Senator
Daniel Patrick Moynihan and Representatives Sam M. Gibbons and Charles B. Rangel
wrote letters to Treasury Department officials concurring with the views
expressed in the joint statement. Under current law, the Company will be able to
deduct interest on the Subordinated Debentures. The terms of the Subordinated
Debentures limit the right to extend the maturity of the Subordinated Debentures
to a date which is six months shorter than any legislative limit on the length
of debt securities for which interest is deductible. The Company believes this
will allow it an interest deduction if the 40-year weighted average maturity
component of the Bill is enacted. However, if the provision of the Bill
regarding a 20-year term is enacted with retroactive effect with regard to the
Subordinated Debentures, the Company will not be entitled to an interest
deduction with respect to the Subordinated Debentures. There can be no assurance
that current or future legislative proposals or final legislation will not
affect the ability of the Company to deduct interest on the Subordinated
Debentures, giving rise to a Tax Event which would permit the Company, subject
to the receipt of any consent required by the terms of any indebtedness of the
Company which may be outstanding from time to time, including under the Credit
Agreement or the Bridge Facility, to cause the redemption of the Preferred
Securities prior to November 19, 2001 (the first date on which the Company would
otherwise be able to cause a redemption of Preferred Securities) as described
more fully under "Description of Preferred Securities -- Special Event
Redemption."
THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S
PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO
THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE
PREFERRED SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN
AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES FEDERAL
OR OTHER TAX LAWS.
S-83
<PAGE> 84
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement"), the Trust has agreed to sell to each of the
Underwriters named herein, and each of the Underwriters, for whom Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Dean Witter Reynolds Inc., Donaldson,
Lufkin & Jenrette Securities Corporation, PaineWebber Incorporated, Prudential
Securities Incorporated and Sands Brothers & Co., Ltd. are acting as
representatives (the "Representatives"), has severally agreed to purchase the
number of Preferred Securities set forth opposite its name below. In the
Underwriting Agreement, the several Underwriters have agreed, subject to the
terms and conditions set forth therein, to purchase all the Preferred Securities
offered hereby if any of the Preferred Securities are purchased. In the event of
default by an Underwriter, the Underwriting Agreement provides that, in certain
circumstances, the purchase commitments of the nondefaulting Underwriters may be
increased or the Underwriting Agreement may be terminated.
<TABLE>
<CAPTION>
NUMBER OF
PREFERRED
UNDERWRITER SECURITIES
----------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated....................................... 2,277,500
Dean Witter Reynolds Inc. ...................................... 2,277,500
PaineWebber Incorporated........................................ 2,277,500
Prudential Securities Incorporated.............................. 2,277,500
Donaldson, Lufkin & Jenrette Securities Corporation............. 350,000
Sands Brothers & Co., Ltd. ..................................... 350,000
Bear, Stearns & Co. Inc. ....................................... 85,000
Alex. Brown & Sons Incorporated................................. 85,000
Cowen & Company................................................. 85,000
Dain Bosworth Incorporated...................................... 85,000
Dillon, Read & Co. Inc. ........................................ 85,000
A.G. Edwards & Sons, Inc. ...................................... 85,000
EVEREN Securities, Inc. ........................................ 85,000
McDonald & Company Securities, Inc. ............................ 85,000
The Ohio Company................................................ 85,000
Oppenheimer & Co., Inc. ........................................ 85,000
Piper Jaffray Inc. ............................................. 85,000
Raymond James & Associates, Inc. ............................... 85,000
Tucker Anthony Incorporated..................................... 85,000
Wheat, First Securities, Inc. .................................. 85,000
----------
Total.............................................. 11,000,000
==========
</TABLE>
The Underwriters propose to offer the Preferred Securities in part directly
to the public at the initial public offering price, as set forth on the cover
page of this Prospectus Supplement, and in part to certain securities dealers at
such price less a concession not in excess of $.50 per Preferred Security. The
Underwriters may allow, and such dealers may reallow, a concession not in excess
of $.40 per Preferred Security to certain brokers and dealers. After the
Preferred Securities are released for sale to the public, the offering price and
other selling terms may from time to time be varied by the Representatives.
In view of the fact that the proceeds of the sale of the Preferred
Securities will be used to purchase the Subordinated Debentures of the Company,
the Underwriting Agreement provides that the Company will agree to pay as
compensation ("Underwriters' Compensation") for the Underwriters' arranging the
investment therein of such proceeds, an amount in same day funds of $.7875 per
Preferred Security (or $8,662,500 in the aggregate) for the accounts of the
several Underwriters.
During a period of 90 days from the date of this Prospectus Supplement,
neither the Trust nor the Company will, without the prior written consent of
Merrill Lynch, Pierce, Fenner & Smith Incorporated on behalf of the
Underwriters, directly or indirectly, sell, offer to sell, grant any option for
the sale of, or otherwise dispose of, any Preferred Securities, any security
convertible into or exchangeable into or exercisable for
S-84
<PAGE> 85
Preferred Securities or the Subordinated Debentures or any debt securities
substantially similar to the Subordinated Debentures or any equity securities
substantially similar to the Preferred Securities (except for the Subordinated
Debentures and the Preferred Securities offered hereby).
The Preferred Securities have been approved for listing, subject to
official notice of issuance, on the New York Stock Exchange. Trading of the
Preferred Securities on the New York Stock Exchange is expected to commence
within a 30-day period after the initial delivery of the Preferred Securities.
The Representatives have advised the Trust that they intend to make a market in
the Preferred Securities prior to the commencement of trading on the New York
Stock Exchange. The Representatives have no obligation to make a market in the
Preferred Securities, however, and may cease market making activities, if
commenced, at any time.
Prior to this offering, there has been no public market for the Preferred
Securities. In order to meet one of the requirements for listing the Preferred
Securities on the New York Stock Exchange, the Underwriters will undertake to
sell lots of 100 or more Preferred Securities to a minimum of 400 beneficial
holders.
The Company and the Trust have agreed to indemnify the Underwriters
against, or contribute to payments that the Underwriters may be required to make
in respect of, certain liabilities, including liabilities under the Securities
Act.
Certain of the Underwriters engage in transactions with, and, from time to
time, have performed services for, the Company, its subsidiaries, ATC, CAF and
THI in the ordinary course of business.
LEGAL MATTERS
Certain matters of Delaware law relating to the validity of the Preferred
Securities will be passed upon on behalf of the Trust by Richards, Layton &
Finger, P.A., Wilmington, Delaware, special Delaware counsel to the Trust. The
validity of the Subordinated Debentures, the Trust Guarantee and certain matters
relating thereto, will be passed upon on behalf of the Company and the Trust by
Lawrence W. Inlow, Executive Vice President and General Counsel of the Company.
Mr. Inlow is a full-time employee and an officer of the Company and owns 808,374
shares of Company Common Stock and holds options to purchase 1,406,900 shares of
Company Common Stock. Locke Reynolds Boyd & Weisell, Indianapolis, Indiana, will
pass upon certain United States federal income tax matters on behalf of the
Company and the Trust. Certain legal matters will be passed upon for the
Underwriters by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability
partnership including professional corporations, New York, New York.
EXPERTS
The consolidated financial statements of LPG at December 31, 1995 and 1994,
and for each of the three years in the period ended December 31, 1995,
incorporated by reference in this Prospectus Supplement, have been audited by
Coopers & Lybrand L.L.P., independent auditors, as set forth in their report
thereon incorporated by reference herein, and are incorporated by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
The consolidated financial statements of ATC at December 31, 1995 and 1994,
and for each of the three years in the period ended December 31, 1995,
incorporated by reference in this Prospectus Supplement, have been audited by
Arthur Andersen LLP, independent public accountants, as set forth in their
report with respect thereto and are incorporated by reference in reliance upon
the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of CAF at December 31, 1995 and 1994,
and for each of the three years in the period ended December 31, 1995,
incorporated by reference in this Prospectus Supplement, have been audited by
KPMG Peat Marwick LLP, independent auditors, as set forth in their report
thereon incorporated by reference herein, and are incorporated by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
S-85
<PAGE> 86
The consolidated financial statements of THI at December 31, 1995 and 1994,
and for each of the three years in the period ended December 31, 1995,
incorporated by reference in this Prospectus Supplement, have been audited by
KPMG Peat Marwick LLP, independent auditors, as set forth in their report
thereon incorporated by reference herein, and are incorporated by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission pursuant to
the Exchange Act are incorporated herein by this reference:
1. Annual Report on Form 10-K of LPG for the fiscal year ended
December 31, 1995; LPG's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996; and LPG's Current Reports on Form 8-K dated March 11,
1996 and April 10, 1996.
2. Annual Report on Form 10-K of ATC for the fiscal year ended
December 31, 1995 (including those portions of ATC's proxy statement for
its 1996 annual meeting of shareholders incorporated by reference therein);
ATC's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996;
and ATC's Current Report on Form 8-K dated August 25, 1996.
3. Annual Report on Form 10-K of CAF for the fiscal year ended
December 31, 1995 (including those portions of CAF's 1995 Annual Report to
Shareholders, including financial statement and accompanying information,
and CAF's proxy statement for its 1996 annual meeting of shareholders which
are incorporated by reference therein); CAF's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1996; and CAF's Current Report on Form 8-K
dated August 25, 1996.
4. Annual Report on Form 10-K of THI for the fiscal year ended
December 31, 1995 (including those portions of THI's proxy statement for
its 1996 annual meeting of shareholders incorporated by reference therein);
THI's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996;
and THI's Current Report on Form 8-K dated September 25, 1996.
All documents filed by ATC, CAF or THI pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
consummation of the Offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date any such document is filed.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document that also is incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall be deemed, except as so modified or superseded, to constitute a part
hereof. All information appearing in this Prospectus Supplement or the
accompanying Prospectus is qualified in its entirety by the information and
financial statements (including notes thereto) appearing in the documents
incorporated herein by reference, except to the extent set forth in the
immediately preceding statement.
S-86
<PAGE> 87
PROSPECTUS
$1,000,000,000
CONSECO, INC.
DEBT SECURITIES, PREFERRED STOCK, DEPOSITARY SHARES, COMMON STOCK AND WARRANTS
CONSECO FINANCING TRUST I
CONSECO FINANCING TRUST II
CONSECO FINANCING TRUST III
PREFERRED SECURITIES FULLY AND UNCONDITIONALLY GUARANTEED
BY CONSECO, INC.
------------------------
Conseco, Inc., an Indiana corporation ("Conseco" or the "Company"), may
offer and sell from time to time, in one or more series, (i) its debt
securities, consisting of debentures, notes and/or other evidences of
indebtedness representing unsecured obligations of Conseco (the "Debt
Securities"), (ii) shares of its preferred stock, no par value per share
("Preferred Stock"), which may be represented by depositary shares (the
"Depositary Shares") as described herein, (iii) shares of its common stock, no
par value per share ("Common Stock"), and (iv) warrants to purchase Debt
Securities, Preferred Stock, Common Stock or other securities or rights
("Warrants").
Conseco Financing Trust I, Conseco Financing Trust II and Conseco Financing
Trust III (each, a "Conseco Trust"), statutory business trusts formed under the
laws of the State of Delaware, may offer, from time to time, preferred
securities, representing preferred undivided beneficial interests in the assets
of the respective Conseco Trusts ("Preferred Securities"). The payment of
periodic cash distributions ("Distributions") with respect to Preferred
Securities out of moneys held by each of the Conseco Trusts, and payments on
liquidation, redemption or otherwise with respect to such Preferred Securities,
will be guaranteed by the Company to the extent described herein (each, a "Trust
Guarantee"). See "Description of Preferred Securities" and "Description of Trust
Guarantees." The Company's obligations under the Trust Guarantees will rank
junior and subordinate in right of payment to all other liabilities of the
Company and pari passu with its obligations under the senior most preferred or
preference stock of the Company. See "Description of Trust Guarantees -- Status
of the Trust Guarantees." Subordinated Debt Securities (as defined herein) may
be issued and sold by the Company in one or more series to a Conseco Trust or a
trustee of such Conseco Trust in connection with the investment of the proceeds
from the offering of Preferred Securities and Common Securities (as defined
herein) of such Conseco Trust. The Subordinated Debt Securities purchased by a
Conseco Trust may be subsequently distributed pro rata to holders of Preferred
Securities and Common Securities in connection with the dissolution of such
Conseco Trust. The Debt Securities, Preferred Stock, Depositary Shares, Common
Stock, Warrants and Preferred Securities are herein collectively referred to as
the "Securities."
Certain specific terms of the particular Securities in respect of which
this Prospectus is being delivered will be set forth in an accompanying
supplement to this Prospectus (the "Prospectus Supplement"), which will
describe, without limitation and where applicable, the following: (i) in the
case of Debt Securities, the specific designation, aggregate principal amount,
ranking as senior or subordinated Debt Securities, denomination, maturity,
premium, if any, interest rate (which may be fixed or variable), time and method
of calculating interest, if any, place or places where principal of, premium, if
any, and interest, if any, on such Debt Securities will be payable, the
currencies or currency units in which principal of, premium, if any, and
interest, if any, on such Debt Securities will be payable, any terms of
redemption or conversion, any sinking fund provisions, the purchase price, any
listing on a securities exchange, any right of the Company to defer payment of
interest on the Debt Securities and the maximum length of such deferral period
and other special terms; (ii) in the case of Preferred Stock and Depositary
Shares, the specific designation, stated value and
<PAGE> 88
liquidation preference per share and number of shares offered, the purchase
price, dividend rate (which may be fixed or variable), method of calculating
payment of dividends, place or places where dividends on such Preferred Stock
will be payable, any terms of redemption, dates on which dividends shall be
payable and dates from which dividends shall accrue, any listing on a securities
exchange, voting and other rights, including conversion or exchange rights, if
any, and other special terms, including whether interests in the Preferred Stock
will be represented by Depositary Shares and, if so, the fraction of a share of
Preferred Stock represented by each Depositary Share; (iii) in the case of
Common Stock, the number of shares offered, the initial offering price, market
price and dividend information; (iv) in the case of Warrants, the specific
designation, the number, purchase price, exercise price and other terms thereof,
any listing of the Warrants or the underlying Securities on a securities
exchange or any other terms in connection with the offering, sale and exercise
of the Warrants, as well as the terms on which and the Securities for which such
Warrants may be exercised; and (v) in the case of Preferred Securities, the
specific designation, number of securities, liquidation amount per security, the
purchase price, any listing on a securities exchange, distribution rate (or
method of calculation thereof), dates on which distributions shall be payable
and dates from which distributions shall accrue, any voting rights, terms for
any conversion or exchange into other securities, any redemption, exchange or
sinking fund provisions, any other rights, preferences, privileges, limitations
or restrictions relating to the Preferred Securities and the terms upon which
the proceeds of the sale of the Preferred Securities shall be used to purchase a
specific series of Subordinated Debt Securities of the Company.
The offering price to the public of the Securities will be limited to U.S.
$1,000,000,000 in the aggregate (or its equivalent (based on the applicable
exchange rate at the time of issue), if Securities are offered for consideration
denominated in one or more foreign currencies or currency units as shall be
designated by the Company). The Debt Securities may be denominated in United
States dollars or, at the option of the Company if so specified in the
applicable Prospectus Supplement, in one or more foreign currencies or currency
units. The Debt Securities may be issued in registered form or bearer form, or
both. If so specified in the applicable Prospectus Supplement, Debt Securities
of a series may be issued in whole or in part in the form of one or more
temporary or permanent global securities.
The Securities may be sold to or through underwriters, through dealers or
agents or directly to purchasers. See "Plan of Distribution." The names of any
underwriters, dealers or agents involved in the sale of the Securities in
respect of which this Prospectus is being delivered and any applicable fee,
commission or discount arrangements with them will be set forth in a Prospectus
Supplement. See "Plan of Distribution" for possible indemnification arrangements
for dealers, underwriters and agents.
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is November 12, 1996.
2
<PAGE> 89
FOR NORTH CAROLINA RESIDENTS: THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE COMMISSIONER OF INSURANCE FOR THE STATE OF NORTH CAROLINA,
NOR HAS THE COMMISSIONER OF INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF
THIS DOCUMENT.
State insurance holding company laws and regulations applicable to the
Company generally provide that no person may acquire control of the Company, and
thus indirect control of its insurance subsidiaries, unless such person has
provided certain required information to, and such acquisition is approved (or
not disapproved) by, the appropriate insurance regulatory authorities.
Generally, any person acquiring beneficial ownership of 10% or more of the
Common Stock would be presumed to have acquired such control, unless the
appropriate insurance regulatory authorities upon advance application determine
otherwise.
NO DEALER, SALESMAN OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, ANY
ACCOMPANYING PROSPECTUS SUPPLEMENT OR THE DOCUMENTS INCORPORATED OR DEEMED
INCORPORATED BY REFERENCE HEREIN. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN
THE REGISTERED SECURITIES TO WHICH IT RELATES, OR AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THOSE SECURITIES TO WHICH IT RELATES, IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN
THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by Conseco with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
the following regional offices of the Commission: New York Regional Office, 7
World Trade Center, 13th Floor, New York, New York 10048; and Chicago Regional
Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material can be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, upon
payment of the prescribed rates. In addition, the Commission maintains a Web
site at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission. Copies of such reports, proxy
statements and other information can also be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.
The Company and the Conseco Trusts have filed with the Commission a
Registration Statement on Form S-3 under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Securities offered hereby. This
Prospectus, which constitutes part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement and the
exhibits thereto, certain parts of which are omitted in accordance with the
rules and regulations of the Commission. Statements contained herein or in any
Prospectus Supplement concerning the provisions of any document do not purport
to be complete and, in each instance, are qualified in all respects by reference
to the copy of such document filed as an exhibit to the Registration Statement
or otherwise filed with the Commission. For further information with respect to
the Company, the Conseco Trusts and the Securities, reference is hereby made to
such Registration Statement, including the exhibits thereto and the documents
incorporated herein by reference, which can be examined at the Commission's
principal office, 450 Fifth Street, N.W., Washington, D.C. 20549, or copies of
which can be obtained from the Commission at such office upon payment of the
fees prescribed by the Commission.
No separate financial statements of the Conseco Trusts have been included
or incorporated by reference herein. The Company does not consider that such
financial statements would be material to holders of the
3
<PAGE> 90
Preferred Securities because (i) all of the voting securities of the Conseco
Trusts will be owned, directly or indirectly, by the Company, a reporting
company under the Exchange Act, (ii) the Conseco Trusts have and will have no
independent operations but exist for the sole purpose of issuing securities
representing undivided beneficial interests in their assets and investing the
proceeds thereof in Subordinated Debt Securities issued by the Company, and
(iii) the Company's obligations described herein and in any accompanying
prospectus supplement, under the Declaration (including the obligation to pay
expenses of the Conseco Trusts), the Subordinated Indenture and any supplemental
indentures thereto, the Subordinated Debt Securities issued to the Conseco Trust
and the Trust Guarantees taken together, constitute a full and unconditional
guarantee by the Company of payments due on the Preferred Securities. See
"Description of Preferred Securities of the Conseco Trusts" and "Description of
Trust Guarantees."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the Commission
pursuant to the Exchange Act are incorporated herein by this reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 1995
including Part III thereof which is incorporated by reference from the Company's
proxy statement dated April 24, 1996 for its annual meeting of shareholders (the
"Company's Annual Report");
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996
and June 30, 1996;
3. Current Reports on Form 8-K dated January 17, 1996, March 11, 1996,
March 14, 1996, August 2, 1996, August 25, 1996 and September 25, 1996; and
4. The description of the Company's Common Stock in its Registration
Statements filed pursuant to Section 12 of the Exchange Act, and any amendment
or report filed for the purpose of updating any such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering made hereby shall be deemed to be incorporated by
reference in this Prospectus or any Prospectus Supplement and to be part hereof
from the date of filing of such documents.
Any statement contained herein, or in a document incorporated or deemed to
be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus or
any Prospectus Supplement. To the extent that any proxy statement is
incorporated by reference herein, such incorporation shall not include any
information contained in such proxy statement that is not, pursuant to the
Commission's rules, deemed to be "filed" with the Commission or subject to the
liabilities of Section 18 of the Exchange Act.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents incorporated herein by reference (other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference into such documents). Any such request should be directed to James W.
Rosensteele, Vice President, Investor Relations, Conseco, Inc., 11825 N.
Pennsylvania Street, Carmel, Indiana 46032 (telephone number: (317) 817-2893).
4
<PAGE> 91
THE COMPANY
The Company is a financial services holding company engaged primarily in
the development, marketing and administration of annuity, individual health
insurance and individual life insurance products. The Company's earnings result
primarily from operating life insurance companies and providing investment
management, administrative and other fee-based services to affiliated businesses
as well as non-affiliates. The Company's operating strategy is to consolidate
and streamline management and administrative functions, to realize superior
investment returns through active asset management and to focus resources on the
development and expansion of profitable products and strong distribution
channels.
The Company's principal executive offices are located at 11825 N.
Pennsylvania Street, Carmel, Indiana 46032. Its telephone number is (317)
817-6100.
THE CONSECO TRUSTS
Each of the Conseco Trusts is a statutory business trust formed under
Delaware law pursuant to (i) a declaration of trust (each a "Declaration")
executed by the Company as sponsor for such trust (the "Sponsor"), and the
Conseco Trustees (as defined herein) of such trust and (ii) the filing of a
certificate of trust with the Secretary of State of the State of Delaware on
October 28, 1996. Each Conseco Trust exists for the exclusive purposes of (i)
issuing and selling the Preferred Securities and common securities representing
common undivided beneficial interests in the assets of such Conseco Trust (the
"Common Securities" and, together with the Preferred Securities, the "Trust
Securities"), (ii) using the gross proceeds from the sale of the Trust
Securities to acquire the Subordinated Debt Securities and (iii) engaging in
only those other activities necessary, appropriate, convenient or incidental
thereto. All of the Common Securities will be directly or indirectly owned by
the Company. The Common Securities will rank pari passu, and payments will be
made thereon pro rata, with the Preferred Securities, except that, if an event
of default under the Declaration has occurred and is continuing, the rights of
the holders of the Common Securities to payment in respect of distributions and
payments upon liquidation, redemption and otherwise will be subordinated to the
rights of the holders of the Preferred Securities. The Company will directly or
indirectly acquire Common Securities, in an aggregate liquidation amount equal
to at least 3% of the total capital of each Conseco Trust.
Each Conseco Trust has a term of approximately 55 years but may terminate
earlier, as provided in the Declaration. Each Conseco Trust's business and
affairs will be conducted by the trustees (the "Conseco Trustees") appointed by
the Company as the direct or indirect holder of all of the Common Securities.
The holder of the Common Securities will be entitled to appoint, remove or
replace any of, or increase or reduce the number of, the Conseco Trustees of
each Conseco Trust. The duties and obligations of the Conseco Trustees shall be
governed by the Declaration of such Conseco Trust. A majority of the Conseco
Trustees (the "Regular Trustees") of each Conseco Trust will be persons who are
employees or officers of or who are affiliated with the Company. One Conseco
Trustee of each Conseco Trust will be a financial institution that is not
affiliated with the Company and has a minimum amount of combined capital and
surplus of not less than $50,000,000, which shall act as property trustee and as
indenture trustee for the purposes of compliance with the provisions of Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), pursuant to the
terms set forth in the applicable Prospectus Supplement (the "Property
Trustee"). In addition, unless the Property Trustee maintains a principal place
of business in the State of Delaware and otherwise meets the requirements of
applicable law, one Conseco Trustee of each Conseco Trust will be an entity
having a principal place of business in, or a natural person resident of, the
State of Delaware (the "Delaware Trustee"). The Company will pay all fees and
expenses related to the Conseco Trusts and the offering of the Trust Securities.
The Property Trustee for each Conseco Trust is Fleet National Bank 777 Main
Street, Hartford, Connecticut 06115. The Delaware Trustee for each Conseco Trust
is First Union Bank of Delaware and its address in the State of Delaware is One
Rodney Square, 920 King Street, Wilmington, Delaware 19801. The principal place
of business of each Conseco Trust shall be c/o Conseco, Inc., 11825 N.
Pennsylvania Street, Carmel, Indiana 46032; telephone (317) 817-6100.
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USE OF PROCEEDS
Unless otherwise indicated in the accompanying Prospectus Supplement, the
net proceeds received by the Company from the sale of any Subordinated Debt
Securities, Common Stock, Preferred Stock, Depositary Shares or Warrants offered
hereby are expected to be used for general corporate purposes. The proceeds from
the sale of Preferred Securities by the Conseco Trusts will be invested in the
Subordinated Debt Securities of the Company. Except as may otherwise be
described in the Prospectus Supplement relating to such Preferred Securities,
the Company expects to use the net proceeds from the sale of such Subordinated
Debt Securities to the Conseco Trusts for general corporate purposes. Any
specific allocation of the proceeds to a particular purpose that has been made
at the date of any Prospectus Supplement will be described therein.
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth the Company's ratios of earnings to fixed
charges and earnings to fixed charges and preferred stock dividends for each of
the five years ended December 31, 1995, and for the six months ended June 30,
1995 and 1996:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------------------------- --------------
1991 1992 1993 1994 1995 1995 1996
----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges(1)........................ 1.32X 1.54X 2.19X 2.26X 1.57X 1.57X 1.62X
Ratio of earnings to fixed charges,
excluding interest on annuities
and financial products(1), (2).... 3.41X 6.24X 8.85X 4.55X 3.80X 3.90X 4.31X
Ratio of earnings to fixed charges
and preferred stock dividends..... 1.30X 1.50X 2.04X 1.95X 1.50X 1.51X 1.47X
Ratio of earnings to fixed charges
and preferred stock dividends,
excluding interest on annuities
and financial products(2)......... 2.99X 5.09X 6.00X 3.14X 3.06X 3.20X 2.80X
</TABLE>
- ---------------
(1) Excludes preferred stock dividends.
(2) Excludes interest credited to annuity and financial products of $576.7
million, $506.8 million, $408.5 million, $134.7 million and $585.4 million
for the years ended December 31, 1991, 1992, 1993, 1994 and 1995,
respectively, and $282.5 million and $289.7 million for the six months
ended June 30, 1995 and 1996, respectively.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities offered hereby, consisting of notes, debentures and
other evidences of indebtedness, are to be issued in one or more series
constituting either senior Debt Securities ("Senior Debt Securities") or
subordinated Debt Securities ("Subordinated Debt Securities"). The Debt
Securities will be issued pursuant to indentures described below (as applicable,
the "Senior Indenture" or the "Subordinated Indenture", each, an "Indenture"
and, together, the "Indentures"), in each case between the Company and the
trustee identified therein (the "Trustee"), the forms of which have been filed
as exhibits to the Registration Statement of which this Prospectus forms a part.
Except for the subordination provisions of the Subordinated Indenture, for which
there are no counterparts in the Senior Indenture, the provisions of the
Subordinated Indenture are substantially identical in substance to the
provisions of the Senior Indenture that bear the same section numbers.
The statements herein relating to the Debt Securities and the following
summaries of certain general provisions of the Indentures do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the Indentures (as they may be amended or supplemented
from time to
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<PAGE> 93
time), including the definitions therein of certain terms capitalized in this
Prospectus. All article and section references appearing herein are to articles
and sections of the applicable Indenture and whenever particular Sections or
defined terms of the Indentures (as they may be amended or supplemented from
time to time) are referred to herein or in a Prospectus Supplement, such
Sections or defined terms are incorporated herein or therein by reference.
GENERAL
The Debt Securities will be unsecured obligations of the Company. The
Indentures do not limit the aggregate amount of Debt Securities which may be
issued thereunder, nor do they limit the incurrence or issuance of other secured
or unsecured debt of the Company. The Debt Securities issued under the Senior
Indenture will be unsecured and will rank pari passu with all other unsecured
and unsubordinated obligations of the Company. The Debt Securities issued under
the Subordinated Indenture will be subordinate and junior in right of payment,
to the extent and in the manner set forth in the Subordinated Indenture, to all
Senior Indebtedness of the Company. See "-- Subordination under the Subordinated
Indenture."
Reference is made to the applicable Prospectus Supplement which will
accompany this Prospectus for a description of the specific series of Debt
Securities being offered thereby, including: (1) the title, designation and
purchase price, of such Debt Securities; (2) any limit upon the aggregate
principal amount of such Debt Securities; (3) the date or dates on which the
principal of and premium, if any, on such Debt Securities will mature or the
method of determining such date or dates; (4) the rate or rates (which may be
fixed or variable) at which such Debt Securities will bear interest, if any, or
the method of calculating such rate or rates; (5) the date or dates from which
interest, if any, will accrue or the method by which such date or dates will be
determined; (6) the date or dates on which interest, if any, will be payable and
the record date or dates therefor; (7) the place or places where principal of,
premium, if any, and interest, if any, on such Debt Securities will be payable;
(8) the right, if any, of the Company to defer payment of interest on Debt
Securities and the maximum length of any such deferral period; (9) the period or
periods within which, the price or prices at which, the currency or currencies
(including currency unit or units) in which, and the terms and conditions upon
which, such Debt Securities may be redeemed, in whole or in part, at the option
of the Company; (10) the obligation, if any, of the Company to redeem or
purchase such Debt Securities pursuant to any sinking fund or analogous
provisions or upon the happening of a specified event and the period or periods
within which, the price or prices at which and the other terms and conditions
upon which, such Debt Securities shall be redeemed or purchased, in whole or in
part, pursuant to such obligations; (11) the denominations in which such Debt
Securities are authorized to be issued; (12) the currency or currency unit for
which Debt Securities may be purchased or in which Debt Securities may be
denominated and/or the currency or currencies (including currency unit or units)
in which principal of, premium, if any, and interest, if any, on such Debt
Securities will be payable and whether the Company or the holders of any such
Debt Securities may elect to receive payments in respect of such Debt Securities
in a currency or currency unit other than that in which such Debt Securities are
stated to be payable; (13) if other than the principal amount thereof, the
portion of the principal amount of such Debt Securities which will be payable
upon declaration of the acceleration of the maturity thereof or the method by
which such portion shall be determined; (14) the person to whom any interest on
any such Debt Security shall be payable if other than the person in whose name
such Debt Security is registered on the applicable record date; (15) any
addition to, or modification or deletion of, any Event of Default or any
covenant of the Company specified in the Indenture with respect to such Debt
Securities; (16) the application, if any, of such means of defeasance or
covenant defeasance as may be specified for such Debt Securities; (17) whether
such Debt Securities are to be issued in whole or in part in the form of one or
more temporary or permanent global securities and, if so, the identity of the
depositary for such global security or securities; (18) any United States
Federal income tax considerations applicable to holders of the Debt Securities;
and (19) any other special terms pertaining to such Debt Securities. Unless
otherwise specified in the applicable Prospectus Supplement, the Debt Securities
will not be listed on any securities exchange. (Section 3.1.)
Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities will be issued in fully-registered form without coupons. Where Debt
Securities of any series are issued in bearer form, the
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<PAGE> 94
special restrictions and considerations, including special offering restrictions
and special Federal income tax considerations, applicable to any such Debt
Securities and to payment on and transfer and exchange of such Debt Securities
will be described in the applicable Prospectus Supplement. Bearer Debt
Securities will be transferable by delivery. (Section 3.5.)
Debt Securities may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate which at the time of
issuance is below market rates. Certain Federal income tax consequences and
special considerations applicable to any such Debt Securities, or to Debt
Securities issued at par that are treated as having been issued at a discount,
will be described in the applicable Prospectus Supplement.
If the purchase price of any of the Debt Securities is payable in one or
more foreign currencies or currency units or if any Debt Securities are
denominated in one or more foreign currencies or currency units or if the
principal of, premium, if any, or interest, if any, on any Debt Securities is
payable in one or more foreign currencies or currency units, or by reference to
commodity prices, equity indices or other factors, the restrictions, elections,
certain U.S. Federal income tax considerations, specific terms and other
information with respect to such issue of Debt Securities and such foreign
currency or currency units or commodity prices, equity indices or other factors
will be set forth in the applicable Prospectus Supplement. In general, holders
of such series of Debt Securities may receive a principal amount on any
principal payment date, or a payment of premium, if any, on any premium interest
payment date or a payment of interest on any interest payment date, that is
greater than or less than the amount of principal, premium, if any, or interest
otherwise payable on such dates, depending on the value on such dates of the
applicable currency, commodity, equity index or other factor.
PAYMENT, REGISTRATION, TRANSFER AND EXCHANGE
Unless otherwise provided in the applicable Prospectus Supplement, payments
in respect of the Debt Securities will be made in the designated currency at the
office or agency of the Company maintained for that purpose as the Company may
designate from time to time, except that, at the option of the Company, interest
payments, if any, on Debt Securities in registered form may be made (i) by
checks mailed to the holders of Debt Securities entitled thereto at their
registered addresses or (ii) by wire transfer to an account maintained by the
person entitled thereto as specified in the Register. (Sections 3.7(a) and 9.2.)
Unless otherwise indicated in the applicable Prospectus Supplement, payment of
any installment of interest on Debt Securities in registered form will be made
to the person in whose name such Debt Security is registered at the close of
business on the regular record date for such interest. (Section 3.7(a).)
Payment in respect of Debt Securities in bearer form will be made in the
currency and in the manner designated in the Prospectus Supplement, subject to
any applicable laws and regulations, at such paying agencies outside the United
States as the Company may appoint from time to time. The paying agents outside
the United States initially appointed by the Company for a series of Debt
Securities will be named in the Prospectus Supplement. The Company may at any
time designate additional paying agents or rescind the designation of any paying
agents, except that, if Debt Securities of a series are issuable as Registered
Securities, the Company will be required to maintain at least one paying agent
in each Place of Payment for such series and, if Debt Securities of a series are
issuable as Bearer Securities, the Company will be required to maintain a paying
agent in a Place of Payment outside the United States where Debt Securities of
such series and any coupons appertaining thereto may be presented and
surrendered for payment. (Section 9.2.)
Unless otherwise provided in the applicable Prospectus Supplement, Debt
Securities in registered form will be transferable or exchangeable at the agency
of the Company maintained for such purpose as designated by the Company from
time to time. (Sections 3.5 and 9.2.) Debt Securities may be transferred or
exchanged without service charge, other than any tax or other governmental
charge imposed in connection therewith. (Section 3.5.)
8
<PAGE> 95
GLOBAL DEBT SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more fully registered global securities (a "Registered Global
Security") that will be deposited with a depository (the "Depository") or with a
nominee for the Depository identified in the applicable Prospectus Supplement.
In such a case, one or more Registered Global Securities will be issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal amount of outstanding Debt Securities of the series to be represented
by such Registered Global Security or Securities. (Section 3.3 of each
Indenture.) Unless and until it is exchanged in whole or in part for Debt
Securities in definitive certificated form, a Registered Global Security may not
be registered for transfer or exchange except as a whole by the Depository for
such Registered Global Security to a nominee of such Depository or by a nominee
of such Depository to such Depository or another nominee of such Depository or
by such Depository or any such nominee to a successor Depository for such series
or a nominee of such successor Depository and except in the circumstances
described in the applicable Prospectus Supplement. (Section 3.5.)
The specific terms of the depository arrangement with respect to any
portion of a series of Debt Securities to be represented by a Registered Global
Security will be described in the applicable Prospectus Supplement. The Company
expects that the following provisions will apply to such depository
arrangements.
Ownership of beneficial interests in a Registered Global Security will be
limited to participants or persons that may hold interests through participants
(as such term is defined below). Upon the issuance of any Registered Global
Security, and the deposit of such Registered Global Security with or on behalf
of the Depository for such Registered Global Security, the Depository will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the Debt Securities represented by such Registered Global
Security to the accounts of institutions ("participants") that have accounts
with the Depository or its nominee. The accounts to be credited will be
designated by the underwriters or agents engaging in the distribution of such
Debt Securities or by the Company, if such Debt Securities are offered and sold
directly by the Company. Ownership of beneficial interests by participants in
such Registered Global Security will be shown on, and the transfer of such
beneficial interests will be effected only through, records maintained by the
Depository for such Registered Global Security or by its nominee. Ownership of
beneficial interests in such Registered Global Security by persons that hold
through participants will be shown on, and the transfer of such beneficial
interests within such participants will be effected only through, records
maintained by such participants. The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of such securities in
certificated form. The foregoing limitations and such laws may impair the
ability to transfer beneficial interests in such Registered Global Security.
So long as the Depository for a Registered Global Security, or its nominee,
is the registered owner of such Registered Global Security, such Depository or
such nominee, as the case may be, will be considered the sole owner or holder of
the Debt Securities represented by such Registered Global Security for all
purposes under the applicable Indenture. Unless otherwise specified in the
applicable Prospectus Supplement and except as specified below, owners of
beneficial interests in such Registered Global Security will not be entitled to
have Debt Securities of the series represented by such Registered Global
Security registered in their names, will not receive or be entitled to receive
physical delivery of Debt Securities of such series in certificated form and
will not be considered the holders thereof for any purposes under the relevant
Indenture. (Section 3.8.) Accordingly, each person owning a beneficial interest
in such Registered Global Security must rely on the procedures of the Depository
and, if such person is not a participant, on the procedures of the participant
through which such person owns its interest, to exercise any rights of a holder
under the relevant Indenture. The Depository may grant proxies and otherwise
authorize participants to give or take any request, demand, authorization,
direction, notice, consent, waiver or other action which a holder is entitled to
give or take under the relevant Indenture. The Company understands that, under
existing industry practices, if the Company requests any action of holders or if
any owner of a beneficial interest in such Registered Global Security desires to
give any notice or take any action which a holder is entitled to give or take
under the relevant Indenture, the Depository would authorize the participants to
give such notice or take such action, and such participants would authorize
beneficial owners owning through such participants to give such notice or take
such action or would otherwise act upon the instructions of beneficial owners
owning through them.
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<PAGE> 96
Unless otherwise specified in the applicable Prospectus Supplement,
payments with respect to principal, premium, if any, and interest, if any, on
Debt Securities represented by a Registered Global Security registered in the
name of a Depository or its nominee will be made to such Depository or its
nominee, as the case may be, as the registered owner of such Registered Global
Security.
The Company expects that the Depositary for any Debt Securities represented
by a Registered Global Security, upon receipt of any payment of principal,
premium or interest, will immediately credit participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Registered Global Security as shown on the records
of such Depositary. The Company also expects that payments by participants to
owners of beneficial interests in such Registered Global Security held through
such participants will be governed by standing instructions and customary
practices, as is now the case with the securities held for the accounts of
customers registered in "street names," and will be the responsibility of such
participants. None of the Company, the respective Trustees or any agent of the
Company or the respective Trustees shall have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial interests of a Registered Global Security, or for maintaining,
supervising or reviewing any records relating to such beneficial interests.
(Section 3.8.)
Unless otherwise specified in the applicable Prospectus Supplement, if the
Depository for any Debt Securities represented by a Registered Global Security
is at any time unwilling or unable to continue as Depository or ceases to be a
clearing agency registered under the Exchange Act and a duly registered
successor Depository is not appointed by the Company within 90 days, the Company
will issue such Debt Securities in definitive certificated form in exchange for
such Registered Global Security. In addition, the Company may at any time and in
its sole discretion determine not to have any of the Debt Securities of a series
represented by one or more Registered Global Securities and, in such event, will
issue Debt Securities of such series in definitive certificated form in exchange
for all of the Registered Global Security or Securities representing such Debt
Securities. (Section 3.5.)
The Debt Securities of a series may also be issued in whole or in part in
the form of one or more bearer global securities (a "Bearer Global Security")
that will be deposited with a depository, or with a nominee for such depository,
identified in the applicable Prospectus Supplement. Any such Bearer Global
Security may be issued in temporary or permanent form. (Section 3.4.) The
specific terms and procedures, including the specific terms of the depository
arrangement, with respect to any portion of a series of Debt Securities to be
represented by one or more Bearer Global Securities will be described in the
applicable Prospectus Supplement.
CONSOLIDATION, MERGER OR SALE BY THE COMPANY
The Company shall not consolidate with or merge into any other corporation
or sell its assets substantially as an entirety, unless: (i) the corporation
formed by such consolidation or into which the Company is merged or the
corporation which acquires its assets is organized in the United States; (ii)
the corporation formed by such consolidation or into which the Company is merged
or which acquires the Company's assets substantially as an entirety expressly
assumes all of the obligations of the Company under each Indenture; (iii)
immediately after giving effect to such transaction, no Default or Event of
Default shall have happened and be continuing, and (iv) if, as a result of such
transaction, properties or assets of the Company would become subject to an
encumbrance which would not be permitted by the terms of any series of Debt
Securities, the Company or the successor corporation, as the case may be, shall
take such steps as are necessary to secure such Debt Securities equally and
ratably with all indebtedness secured thereunder. Upon any such consolidation,
merger or sale, the successor corporation formed by such consolidation, or into
which the Company is merged or to which such sale is made, shall succeed to, and
be substituted for the Company under each Indenture. (Section 7.1.)
EVENTS OF DEFAULT, NOTICE AND CERTAIN RIGHTS ON DEFAULT
Each Indenture provides that, if an Event of Default specified therein
occurs with respect to the Debt Securities of any series and is continuing, the
Trustee for such series or the holders of 25% in aggregate principal amount of
all of the outstanding Debt Securities of that series, by written notice to the
Company
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<PAGE> 97
(and to the Trustee for such series, if notice is given by such holders of Debt
Securities), may declare the principal of (or, if the Debt Securities of that
series are Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount specified in the Prospectus Supplement) and
accrued interest on all the Debt Securities of that series to be due and payable
(provided, with respect to any Debt Securities issued under the Subordinated
Indenture, that the payment of principal and interest on such Debt Securities
shall remain subordinated to the extent provided in Article 12 of the
Subordinated Indenture). (Section 5.2.)
Events of Default with respect to Debt Securities of any series are defined
in each Indenture as being: (a) default for 30 days in payment of any interest
on any Debt Security of that series or any coupon appertaining thereto or any
additional amount payable with respect to Debt Securities of such series as
specified in the applicable Prospectus Supplement when due; (b) default in
payment of principal, or premium, if any, at maturity or on redemption or
otherwise, or in the making of a mandatory sinking fund payment of any Debt
Securities of that series when due; (c) default for 60 days after notice to the
Company by the Trustee for such series, or by the holders of 25% in aggregate
principal amount of the Debt Securities of such series then outstanding, in the
performance of any other agreement in the Debt Securities of that series, in the
Indenture or in any supplemental indenture or board resolution referred to
therein under which the Debt Securities of that series may have been issued; (d)
default resulting in acceleration of other indebtedness of the Company for
borrowed money where the aggregate principal amount so accelerated exceeds $25
million and such acceleration is not rescinded or annulled within 30 days after
the written notice thereof to the Company by the Trustee or to the Company and
the Trustee by the holders of 25% in aggregate principal amount of the Debt
Securities of such series then outstanding, provided that such Event of Default
will be remedied, cured or waived if the default that resulted in the
acceleration of such other indebtedness is remedied, cured or waived; and (e)
certain events of bankruptcy, insolvency or reorganization of the Company.
(Section 5.1.) The definition of "Event of Default" in each Indenture
specifically excludes a default under a secured debt under which the obligee has
recourse (exclusive of recourse for ancillary matters such as environmental
indemnities, misapplication of funds, costs of enforcement, etc.) only to the
collateral pledged for repayment, and where the fair market value of such
collateral does not exceed two percent of Total Assets (as defined in the
Indenture) at the time of the default. Events of Default with respect to a
specified series of Debt Securities may be added to the Indenture and, if so
added, will be described in the applicable Prospectus Supplement. (Sections 3.1
and 5.1(7).)
Each Indenture provides that the Trustee will, within 90 days after the
occurrence of a Default with respect to the Debt Securities of any series, give
to the holders of the Debt Securities of that series notice of all Defaults
known to it unless such Default shall have been cured or waived; provided that
except in the case of a Default in payment on the Debt Securities of that
series, the Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding such notice is in
the interests of the holders of the Debt Securities of that series. (Section
6.6.) "Default" means any event which is, or after notice or passage of time or
both, would be, an Event of Default. (Section 1.1.)
Each Indenture provides that the holders of a majority in aggregate
principal amount of the Debt Securities of each series affected (with each such
series voting as a class) may, subject to certain limited conditions, direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee for such series, or exercising any trust or power conferred on such
Trustee. (Section 5.8.)
Each Indenture includes a covenant that the Company will file annually with
the Trustee a certificate as to the Company's compliance with all conditions and
covenants of such Indenture. (Section 9.5.)
The holders of a majority in aggregate principal amount of any series of
Debt Securities by notice to the Trustee for such series may waive, on behalf of
the holders of all Debt Securities of such series, any past Default or Event of
Default with respect to that series and its consequences except a Default or
Event of Default in the payment of the principal of, premium, if any, or
interest, if any, on any Debt Security, and except in respect of an Event of
Default resulting from the breach of a covenant or provision of either Indenture
which, pursuant to the applicable Indenture, cannot be amended or modified
without the consent of the holders of each outstanding Debt Security of such
series affected. (Section 5.7.)
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MODIFICATION OF THE INDENTURES
Each Indenture contains provisions permitting the Company and the Trustee
to enter into one or more supplemental indentures without the consent of the
holders of any of the Debt Securities in order (i) to evidence the succession of
another corporation to the Company and the assumption of the covenants of the
Company by a successor to the Company; (ii) to add to the covenants of the
Company or surrender any right or power of the Company; (iii) to add additional
Events of Default with respect to any series of Debt Securities; (iv) to add or
change any provisions to such extent as necessary to permit or facilitate the
issuance of Debt Securities in bearer form; (v) to change or eliminate any
provision affecting only Debt Securities not yet issued; (vi) to secure the Debt
Securities; (vii) to establish the form or terms of Debt Securities; (viii) to
evidence and provide for successor Trustees; (ix) if allowed without penalty
under applicable laws and regulations, to permit payment in respect of Debt
Securities in bearer form in the United States; (x) to correct any defect or
supplement any inconsistent provisions or to make any other provisions with
respect to matters or questions arising under such Indenture, provided that such
action does not adversely affect the interests of any holder of Debt Securities
of any series; or (xi) to cure any ambiguity or correct any mistake. The
Subordinated Indenture also permits the Company and the Trustee thereunder to
enter into such supplemental indentures to modify the subordination provisions
contained in the Subordinated Debenture except in a manner adverse to any
outstanding Debt Securities. (Section 8.1.)
Each Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the holders of a majority in aggregate principal
amount of the outstanding Debt Securities affected by such supplemental
indenture (with the Debt Securities of each series voting as a class), to
execute supplemental indentures adding any provisions to or changing or
eliminating any of the provisions of such Indenture or any supplemental
indenture or modifying the rights of the holders of Debt Securities of such
series, except that, without the consent of the holder of each Debt Security so
affected, no such supplemental indenture may: (i) change the time for payment of
principal or premium, if any, or interest on any Debt Security; (ii) reduce the
principal of, or any installment of principal of, or premium, if any, or
interest on any Debt Security, or change the manner in which the amount of any
of the foregoing is determined; (iii) reduce the amount of premium, if any,
payable upon the redemption of any Debt Security; (iv) reduce the amount of
principal payable upon acceleration of the maturity of any Original Issue
Discount or Index Security; (v) change the currency or currency unit in which
any Debt Security or any premium or interest thereon is payable; (vi) impair the
right to institute suit for the enforcement of any payment on or with respect to
any Debt Security; (vii) reduce the percentage in principal amount of the
outstanding Debt Securities affected thereby the consent of whose holders is
required for modification or amendment of such Indenture or for waiver of
compliance with certain provisions of the Indenture or for waiver of certain
defaults; (viii) change the obligation of the Company to maintain an office or
agency in the places and for the purposes specified in such Indenture; (ix)
modify the provisions relating to the subordination of outstanding Debt
Securities of any series in a manner adverse to the holders thereof; or (x)
modify the provisions relating to waiver of certain defaults or any of the
foregoing provisions. (Section 8.2.)
SUBORDINATION UNDER THE SUBORDINATED INDENTURE
In the Subordinated Indenture, the Company will covenant and agree that any
Subordinated Debt Securities issued thereunder are subordinate and junior in
right of payment to all Senior Indebtedness to the extent provided in the
Subordinated Indenture. (Section 12.1 of the Subordinated Indenture.) The
Subordinated Indenture defines the term "Senior Indebtedness" as the principal,
premium, if any, and interest on: (i) all indebtedness of the Company, whether
outstanding on the date of the issuance of Subordinated Debt Securities or
thereafter created, incurred or assumed, which is for money borrowed, or
evidenced by a note or similar instrument given in connection with the
acquisition of any business, properties or assets, including securities; (ii)
any indebtedness of others of the kinds described in the preceding clause (i)
for the payment of which the Company is responsible or liable as guarantor or
otherwise; and (iii) amendments, renewals, extensions and refundings of any such
indebtedness, unless in any instrument or instruments evidencing or securing
such indebtedness or pursuant to which the same is outstanding, or in any such
amendment, renewal, extension or refunding, it is expressly provided that such
indebtedness is not superior in right of payment to
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Subordinated Debt Securities. The Senior Indebtedness shall continue to be
Senior Indebtedness and entitled to the benefits of the subordination provisions
irrespective of any amendment, modification or waiver of any term of the Senior
Indebtedness or extension or renewal of the Senior Indebtedness. (Section 12.2
of the Subordinated Indenture.)
If (i) the Company defaults in the payment of any principal, or premium, if
any, or interest on any Senior Indebtedness when the same becomes due and
payable, whether at maturity or at a date fixed for prepayment or declaration or
otherwise or (ii) an event of default occurs with respect to any Senior
Indebtedness permitting the holders thereof to accelerate the maturity thereof
and written notice of such event of default (requesting that payments on
Subordinated Debt Securities cease) is given to the Company by the holders of
Senior Indebtedness, then unless and until such default in payment or event of
default shall have been cured or waived or shall have ceased to exist, no direct
or indirect payment (in cash, property or securities, by set-off or otherwise)
shall be made or agreed to be made on account of the Subordinated Debt
Securities or interest thereon or in respect of any repayment, redemption,
retirement, purchase or other acquisition of Subordinated Debt Securities.
(Section 12.4 of the Subordinated Indenture.)
In the event of (i) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceeding relating
to the Company, its creditors or its property, (ii) any proceeding for the
liquidation, dissolution or other winding-up of the Company, voluntary or
involuntary, whether or not involving insolvency or bankruptcy proceedings,
(iii) any assignment by the Company for the benefit of creditors or (iv) any
other marshalling of the assets of the Company, all Senior Indebtedness
(including, without limitation, interest accruing after the commencement of any
such proceeding, assignment or marshalling of assets) shall first be paid in
full before any payment or distribution, whether in cash, securities or other
property, shall be made by the Company on account of Subordinated Debt
Securities. In any such event, any payment or distribution, whether in cash,
securities or other property (other than securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinate, at least to the extent provided in the
subordination provisions of the Subordinated Indenture with respect to the
indebtedness evidenced by Subordinated Debt Securities, to the payment of all
Senior Indebtedness at the time outstanding and to any securities issued in
respect thereof under any such plan of reorganization or readjustment), which
would otherwise (but for the subordination provisions) be payable or deliverable
in respect of Subordinated Debt Securities (including any such payment or
distribution which may be payable or deliverable by reason of the payment of any
other indebtedness of the Company being subordinated to the payment of
Subordinated Debt Securities) shall be paid or delivered directly to the holders
of Senior Indebtedness, or to their representative or trustee, in accordance
with the priorities then existing among such holders until all Senior
Indebtedness shall have been paid in full. (Section 12.3 of the Subordinated
Indenture.) No present or future holder of any Senior Indebtedness shall be
prejudiced in the right to enforce subordination of the indebtedness evidenced
by Subordinated Debt Securities by any act or failure to act on the part of the
Company. (Section 12.9 of the Subordinated Indenture.)
Senior Indebtedness shall not be deemed to have been paid in full unless
the holders thereof shall have received cash, securities or other property equal
to the amount of such Senior Indebtedness then outstanding. Upon the payment in
full of all Senior Indebtedness, the holders of Subordinated Debt Securities
shall be subrogated to all the rights of any holders of Senior Indebtedness to
receive any further payments or distributions applicable to the Senior
Indebtedness until all Subordinated Debt Securities shall have been paid in
full, and such payments or distributions received by any holder of Subordinated
Debt Securities, by reason of such subrogation, of cash, securities or other
property which otherwise would be paid or distributed to the holders of Senior
Indebtedness, shall, as between the Company and its creditors other than the
holders of Senior Indebtedness, on the one hand, and the holders of Subordinated
Debt Securities, on the other, be deemed to be a payment by the Company on
account of Senior Indebtedness, and not on account of Subordinated Debt
Securities. (Section 12.7 of the Subordinated Indenture.)
The Subordinated Indenture provides that the foregoing subordination
provisions, insofar as they relate to any particular issue of Subordinated Debt
Securities, may be changed prior to such issuance. Any such change would be
described in the applicable Prospectus Supplement relating to such Subordinated
Debt Securities.
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DEFEASANCE AND COVENANT DEFEASANCE
If indicated in the applicable Prospectus Supplement, the Company may elect
either (i) to defease and be discharged from any and all obligations with
respect to the Debt Securities of or within any series (except as otherwise
provided in the relevant Indenture) ("defeasance") or (ii) to be released from
its obligations with respect to certain covenants applicable to the Debt
Securities of or within any series ("covenant defeasance"), upon the deposit
with the relevant Trustee (or other qualifying trustee), in trust for such
purpose, of money and/or Government Obligations which through the payment of
principal and interest in accordance with their terms will provide money in an
amount sufficient, without reinvestment, to pay the principal of and any premium
or interest on such Debt Securities to Maturity or redemption, as the case may
be, and any mandatory sinking fund or analogous payments thereon. As a condition
to defeasance or covenant defeasance, the Company must deliver to the Trustee an
Opinion of Counsel to the effect that the Holders of such Debt Securities will
not recognize income, gain or loss for Federal income tax purposes as a result
of such defeasance or covenant defeasance and will be subject to Federal income
tax on the same amounts and in the same manner and at the same times as would
have been the case if such defeasance or covenant defeasance had not occurred.
Such Opinion of Counsel, in the case of defeasance under clause (i) above, must
refer to and be based upon a ruling of the Internal Revenue Service or a change
in applicable Federal income tax law occurring after the date of the relevant
Indenture. (Article 4.) If indicated in the applicable Prospectus Supplement, in
addition to obligations of the United States or an agency or instrumentality
thereof, Government Obligations may include obligations of the government or an
agency or instrumentality of the government issuing the currency or currency
unit in which Debt Securities of such series are payable. (Section 3.1.)
In addition, with respect to the Subordinated Indenture, in order to be
discharged no event or condition shall exist that, pursuant to certain
provisions described under "-- Subordination under the Subordinated Indenture"
above, would prevent the Company from making payments of principal of (and
premium, if any) and interest on Subordinated Debt Securities at the date of the
irrevocable deposit referred to above. (Section 4.6(j) of the Subordinated
Indenture.)
The Company may exercise its defeasance option with respect to such Debt
Securities notwithstanding its prior exercise of its covenant defeasance option.
If the Company exercises its defeasance option, payment of such Debt Securities
may not be accelerated because of a Default or an Event of Default. (Section
4.4.) If the Company exercises its covenant defeasance option, payment of such
Debt Securities may not be accelerated by reason of a Default or an Event of
Default with respect to the covenants to which such covenant defeasance is
applicable. However, if such acceleration were to occur by reason of another
Event of Default, the realizable value at the acceleration date of the money and
Government Obligations in the defeasance trust could be less than the principal
and interest then due on such Debt Securities, in that the required deposit in
the defeasance trust is based upon scheduled cash flow rather than market value,
which will vary depending upon interest rates and other factors.
THE TRUSTEES
LTCB Trust Company will be the Trustee under the Senior Indenture. Fleet
National Bank will be the Trustee under the Subordinated Indenture. The Company
may also maintain banking and other commercial relationships with each of the
Trustees and their affiliates in the ordinary course of business.
DESCRIPTION OF CAPITAL STOCK
At October 21, 1996, the authorized capital stock of the Company was
520,000,000 shares, consisting of:
(a) 20,000,000 shares of Preferred Stock, of which 4,369,700 shares of
Preferred Redeemable Increased Dividend Equity Securities, 7% PRIDES,
were outstanding; and
(b) 500,000,000 shares of Common Stock, of which 66,994,809 shares were
outstanding.
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In general, the classes of authorized capital stock are afforded
preferences with respect to dividends and liquidation rights in the order listed
above. The Board of Directors of the Company is empowered, without approval of
the shareholders, to cause the Preferred Stock to be issued in one or more
series, with the numbers of shares of each series and the rights, preferences
and limitations of each series to be determined by it including, without
limitation, the dividend rights, conversion rights, redemption rights and
liquidation preferences, if any, of any wholly unissued series of Preferred
Stock (or of the entire class of Preferred Stock if none of such shares have
been issued), the number of shares constituting each such series and the terms
and conditions of the issue thereof. The descriptions set forth below do not
purport to be complete and are qualified in their entirety by reference to the
Amended and Restated Articles of Incorporation of the Company, as amended (the
"Articles of Incorporation").
The Prospectus Supplement relating to an offering of Common Stock will
describe terms relevant thereto, including the number of shares offered, the
initial offering price, market price and dividend information.
The applicable Prospectus Supplement will describe the following terms of
any Preferred Stock in respect of which this Prospectus is being delivered (to
the extent applicable to such Preferred Stock): (i) the specific designation,
number of shares, seniority and purchase price; (ii) any liquidation preference
per share; (iii) any date of maturity; (iv) any redemption, repayment or sinking
fund provisions; (v) any dividend rate or rates and the dates on which any such
dividends will be payable (or the method by which such rates or dates will be
determined); (vi) any voting rights; (vii) if other than the currency of the
United States of America, the currency or currencies, including composite
currencies, in which such Preferred Stock is denominated and/or in which
payments will or may be payable; (viii) the method by which amounts in respect
of such Preferred Stock may be calculated and any commodities, currencies or
indices, or value, rate or price, relevant to such calculation; (ix) whether the
Preferred Stock is convertible or exchangeable and, if so, the securities or
rights into which such Preferred Stock is convertible or exchangeable (which may
include other Preferred Stock, Debt Securities, Common Stock or other securities
or rights of the Company (including rights to receive payment in cash or
securities based on the value, rate or price of one or more specified
commodities, currencies or indices) or a combination of the foregoing), and the
terms and conditions upon which such conversions or exchanges will be effected,
including the initial conversion or exchange prices or rates, the conversion or
exchange period and any other related provisions; (x) the place or places where
dividends and other payments on the Preferred Stock will be payable; and (xi)
any additional voting, dividend, liquidation, redemption and other rights,
preferences, privileges, limitations and restrictions.
As described under "Description of Depositary Shares", the Company may, at
its option, elect to offer Depositary Shares evidenced by depositary receipts
("Depositary Receipts"), each representing an interest (to be specified in the
applicable Prospectus Supplement relating to the particular series of the
Preferred Stock) in a share of the particular series of the Preferred Stock
issued and deposited with a Preferred Stock Depositary (as defined herein).
All shares of Preferred Stock offered hereby, or issuable upon conversion,
exchange or exercise of Securities, will, when issued, be fully paid and
non-assessable.
COMMON STOCK
Dividends. Except as provided below, holders of Common Stock are entitled
to receive dividends and other distributions in cash, stock or property of the
Company, when, as and if declared by the Board of Directors out of assets or
funds of the Company legally available therefor and shall share equally on a per
share basis in all such dividends and other distributions (subject to the rights
of holders of Preferred Stock).
Voting Rights. At every meeting of shareholders, every holder of Common
Stock is entitled to one vote per share. Subject to any voting rights which may
be granted to holders of Preferred Stock any action submitted to shareholders is
approved if the number of votes cast in favor of such action exceeds the number
of votes against, except where other provision is made by law and subject to
applicable quorum requirements.
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Liquidation Rights. In the event of any liquidation, dissolution or
winding-up of the business of the Company, whether voluntary or involuntary (any
such event, a "Liquidation"), the holders of Common Stock are entitled to share
equally in the assets available for distribution after payment of all
liabilities and provision for the liquidation preference of any shares of
Preferred Stock then outstanding.
Miscellaneous. The holders of Common Stock have no preemptive rights,
cumulative voting rights, subscription rights, or conversion rights and the
Common Stock is not subject to redemption.
The transfer agent and registrar with respect to the Common Stock and the
PRIDES is First Union National Bank of North Carolina.
All shares of Common Stock offered hereby, or issuable upon conversion,
exchange or exercise of Securities, will, when issued, be fully paid and
non-assessable. The Common Stock is traded on the New York Stock Exchange under
the symbol "CNC".
PRIDES
General. The PRIDES are shares of convertible preferred stock and rank
prior to the Common Stock as to payment of dividends and distribution of assets
upon liquidation. The shares of PRIDES mandatorily convert into shares of Common
Stock on February 1, 2000, (the "Mandatory Conversion Date"), and the Company
has the option to redeem the shares of PRIDES, in whole or in part, at any time
and from time to time on or after February 1, 1999 and prior to the Mandatory
Conversion Date pursuant to the terms described below and payable in shares of
Common Stock. In addition, the shares of PRIDES are convertible into shares of
Common Stock at the option of the holder at any time prior to the Mandatory
Conversion Date as set forth below.
Dividends. Holders of shares of PRIDES are entitled to receive annual
cumulative dividends at a rate per annum of 7% of the stated liquidation
preference (equivalent to $4.279 per each share of PRIDES) payable quarterly in
arrears on each February 1, May 1, August 1, and November 1.
Mandatory Conversion. On the Mandatory Conversion Date, unless previously
redeemed or converted, each outstanding share of PRIDES will mandatorily convert
into (i) two shares of Common Stock, subject to adjustment in certain events,
and (ii) the right to receive cash in an amount equal to all accrued and unpaid
dividends thereon (other than previously declared dividends payable to a holder
of record as of a prior date).
Optional Redemption. Shares of PRIDES are not redeemable prior to February
1, 1999. At any time and from time to time on or after February 1, 1999 and
ending immediately prior to the Mandatory Conversion Date, the Company may
redeem any or all of the outstanding shares of PRIDES. Upon any such redemption,
each holder will receive, in exchange for each share of PRIDES, the number of
shares of Common Stock equal to the Call Price (which is the sum of (i) $62.195,
declining after February 1, 1999 to $61.125 until the Mandatory Conversation
Date and (ii) all accrued and unpaid dividends thereon (other than previously
declared dividends payable to a holder of record as of a prior date)) divided by
the current market price on the applicable date of determination, but in no
event less than 1.71 shares of Common Stock, subject to adjustment. The number
of shares of Common Stock to be delivered in payment of the applicable Call
Price will be determined on the basis of the current market price of the Common
Stock prior to the announcement of the redemption.
Conversion at the Option of the Holder. At any time prior to the Mandatory
Conversion Date, unless previously redeemed, each share of PRIDES is convertible
at the option of the holder thereof into 1.71 shares of Common Stock (the
"Optional Conversion Rate"), equivalent to the conversion price of $35.745 per
share of Common Stock, subject to adjustment as described herein. The right of
holders to convert shares of PRIDES called for redemption will terminate
immediately prior to the close of business on the redemption date.
Voting Rights. The holders of shares of PRIDES will have the right with
the holders of Common Stock to vote in the election of directors and upon each
other matter coming before any meeting of the holders of Common Stock on the
basis of 4/5 of one vote for each share of PRIDES. On such matters, the holders
of shares of PRIDES and the holders of Common Stock will vote together as one
class except as otherwise
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provided by law or the Company's Articles of Incorporation. In addition, (i)
whenever dividends on the shares of PRIDES or any other series of the Company's
preferred stock with like voting rights are in arrears and unpaid for six
quarterly dividend periods, and in certain other circumstances, the holders of
the shares of PRIDES (voting separately as a class with the holders of all other
series of the Company's preferred stock with like voting rights that are
exercisable) will be entitled to vote, on the basis of one vote for each share
of PRIDES, for the election of two directors of the Company, such directors to
be in addition to the number of directors constituting the Board of Directors
immediately prior to the accrual of such right, and (ii) the holders of the
shares of PRIDES may have voting rights with respect to certain alterations of
the Company's Articles of Incorporation and certain other matters, voting on the
same basis or separately as a series.
Liquidation Preference and Ranking. The shares of PRIDES rank prior to the
Common Stock as to payment of dividends and distribution of assets upon
liquidation. The liquidation preference of each share of PRIDES is an amount
equal to the sum of (i) $61.125 per share and (ii) all accrued and unpaid
dividends thereon.
CERTAIN PROVISIONS OF THE ARTICLES OF INCORPORATION AND BY-LAWS OF CONSECO
Certain provisions of the Articles of Incorporation and the Code of By-laws
of the Company (the "By-laws") may make it more difficult to effect a change in
control of the Company if the Board of Directors determines that such action
would not be in the best interests of the shareholders. It could be argued,
contrary to the belief of the Board of Directors, that such provisions are not
in the best interests of the shareholders to the extent that they will have the
effect of tending to discourage possible takeover bids, which might be at prices
involving a premium over then recent market quotations for the Common Stock. The
most important of those provisions are described below.
The Articles of Incorporation authorize the establishment of a classified
Board of Directors pursuant to the By-laws. The By-laws, in turn, provide that
the Directors serve staggered three-year terms, with the members of only one
class being elected in any year.
A classified Board of Directors may increase the difficulty of removing
incumbent directors, providing such directors with enhanced ability to retain
their positions. A classified Board of Directors may also make the acquisition
of control of the Company by a third party by means of a proxy contest more
difficult. In addition, the classification may make it more difficult to replace
a majority of directors for business reasons unrelated to a change in control.
The Articles of Incorporation provide that holders of the Company's voting
stock shall not be entitled to vote on certain business transactions (defined to
include, among other things, certain mergers, consolidations, sales, leases,
transfers or other dispositions of a substantial part of the Company's assets)
with certain related persons (which includes persons beneficially owning more
than 10% of the Company's outstanding voting stock), nor may such business
combination transactions be effected, unless (i) the relevant business
combination shall have been approved by two-thirds of the continuing directors
or (ii) the aggregate amount of the cash and the fair value of any consideration
other than cash to be received by any holder of the Company's Common Stock or
Preferred Stock in the business combination for each such share of Common Stock
or Preferred Stock shall be at least equal to the highest per share price paid
by the related person in order to acquire any shares of Common Stock or
Preferred Stock, as the case may be, beneficially owned by such related person.
As discussed above, Preferred Stock may be issued from time to time in one
or more series with such rights, preferences, limitations and restrictions as
may be determined by the Board of Directors. The issuance of Preferred Stock
could be used, under certain circumstances, as a method of delaying or
preventing a change of control of the Company and could have a detrimental
effect on the rights of holders of Common Stock, including loss of voting
control.
The provisions of the Articles of Incorporation regarding the classified
Board of Directors and certain business combination transactions may not be
amended without the affirmative approval of holders of not less than 80% of the
outstanding voting stock of the Company.
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The By-laws may be amended by majority vote of the Board of Directors.
CERTAIN PROVISIONS OF CORPORATE AND INSURANCE LAWS
In addition to the Articles of Incorporation and By-laws, certain
provisions of Indiana law may delay, deter or prevent a merger, tender offer or
other takeover attempt of the Company.
Under the Indiana Business Corporation Law (the "IBCL"), a director may, in
considering the best interests of a corporation, consider the effects of any
action on shareholders, employees, suppliers and customers of the corporation,
on communities in which offices or other facilities of the corporation are
located, and any other factors the director considers pertinent.
The IBCL provides that no business combination (defined to include certain
mergers, sales of assets, sales of 5% or more of outstanding stock, loans,
recapitalizations or liquidations or dissolutions) involving a corporation and
an interested shareholder (defined to include any holder of 10% or more of such
corporation's voting stock) may be entered into unless (1) it has been approved
by the board of directors of the corporation or (2) (a) five years have expired
since the acquisition of shares of the corporation by the interested
shareholder, (b) all requirements of the corporation's articles of incorporation
relating to business combinations have been satisfied and (c) either (i) a
majority of shareholders of the corporation (excluding the interested
shareholder) approve the business combination or (ii) all shareholders are paid
fair value (as defined in the statute) for their stock. However, such law does
not restrict any offer to purchase all of a corporation's shares.
The IBCL also provides that when a target corporation (such as the
Company), incorporated in Indiana and having its principal place of business,
principal office or substantial assets in Indiana, has a certain threshold of
ownership by Indiana residents, any acquisition which, together with its
previous holdings, gives the acquiror at least 20% of the target's voting stock
triggers a shareholder approval mechanism. If the acquiror files a statutorily
required disclosure statement, the target's management has 50 days within which
to hold a special meeting of shareholders at which all disinterested
shareholders of the target (those not affiliated with the acquiror or any
officer or inside director of the target) consider and vote upon whether the
acquiror shall have voting rights with respect to the shares of the target held
by it. Without shareholder approval, the shares acquired by the acquiror have no
voting rights. If the acquiror fails to file the statutorily required disclosure
statement, the target can redeem the acquiror's shares at a price to be
determined according to procedures devised by the target. In order for these
provisions of the IBCL not to apply to a particular Indiana company, the company
must affirmatively so provide in its articles of incorporation or bylaws.
In addition, the insurance laws and regulations of the jurisdictions in
which the Company's insurance subsidiaries do business may impede or delay a
business combination involving the Company.
DESCRIPTION OF DEPOSITARY SHARES
The description set forth below of certain provisions of the Deposit
Agreement (as defined below) and of the Depositary Shares and Depositary
Receipts summarizes the material terms of the Deposit Agreement and of the
Depositary Shares and Depositary Receipts and is qualified in its entirety by
reference to the form of Deposit Agreement and form of Depositary Receipts
relating to each series of the Preferred Stock, as well as the Articles of
Incorporation or any required amendment thereto describing the applicable series
of Preferred Stock.
GENERAL
The Company may, as its option, elect to have shares of Preferred Stock be
represented by Depositary Shares. The shares of any series of the Preferred
Stock underlying the Depositary Shares will be deposited under a separate
deposit agreement (the "Deposit Agreement") to be entered into by the Company
and a bank or trust company selected by the Company (the "Preferred Stock
Depositary") a form of which will be filed as an exhibit to a Current Report on
Form 8-K. The Prospectus Supplement relating to a series of Depositary Shares
will set forth the name and address of the Preferred Stock Depositary. Subject
to the terms
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of the Deposit Agreement, each owner of a Depositary Share will be entitled,
proportionately, to all the rights, preferences and privileges of the Preferred
Stock represented thereby (including dividend, voting, redemption, conversion,
exchange and liquidation rights).
The Depositary Shares will be evidenced by Depositary Receipts issued
pursuant to the Deposit Agreement, each of which will represent the fractional
interest in the number of shares of a particular series of the Preferred Stock
described in the applicable Prospectus Supplement.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Preferred Stock Depositary will distribute all cash dividends or other
cash distributions in respect of the series of Preferred Stock represented by
the Depositary Shares to the record holders of Depositary Receipts in
proportion, insofar as possible, to the number of Depositary Shares owned by
such holders. The Depositary, however, will distribute only such amount as can
be distributed without attributing to any Depositary Share a fraction of one
cent, and any balance not so distributed will be added to and treated as part of
the next sum received by the Depositary for distribution to record holders of
Depositary Receipts then outstanding.
In the event of a distribution other than in cash in respect of the
Preferred Stock, the Preferred Stock Depositary will distribute property
received by it to the record holders of Depositary Receipts in proportion,
insofar as possible, to the number of Depositary Shares owned by such holders,
unless the Preferred Stock Depositary determines (after consultation with the
Company) that it is not feasible to make such distribution, in which case the
Preferred Stock Depositary may, with the approval of the Company, adopt such
method as it deems equitable and practicable for the purpose of effecting such
distribution, including a public or private sale, of such property, and
distribution of the net proceeds from such sale to such holders.
The amount so distributed to record holders of Depositary Receipts in any
of the foregoing cases will be reduced by any amount required to be withheld by
the Company or the Preferred Stock Depositary on account of taxes.
CONVERSION AND EXCHANGE
If any series of Preferred Stock underlying the Depositary Shares is
subject to provisions relating to its conversion or exchange, as set forth in
the applicable Prospectus Supplement relating thereto, each record holder of
Depositary Receipts will have the right or obligation to convert or exchange the
Depositary Shares represented by such Depositary Receipts pursuant to the terms
thereof.
REDEMPTION OF DEPOSITARY SHARES
If any series of Preferred Stock underlying the Depositary Shares is
subject to redemption, the Depositary Shares will be redeemed from the proceeds
received by the Preferred Stock Depositary resulting from the redemption, in
whole or in part, of the Preferred Stock held by the Preferred Stock Depositary.
Whenever the Company redeems Preferred Stock from the Preferred Stock
Depositary, the Preferred Stock Depositary will redeem as of the same redemption
date a proportionate number of Depositary Shares representing the shares of
Preferred Stock that were redeemed. If less than all the Depositary Shares are
to be redeemed, the Depositary Shares to be redeemed will be selected by lot or
pro rata as may be determined by the Company.
After the date fixed for redemption, the Depositary Shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of the Depositary Shares will cease, except the right to receive the
redemption price upon such redemption. Any funds deposited by the Company with
the Preferred Stock Depositary for any Depositary Shares which the holders
thereof fail to redeem shall be returned to the Company after a period of two
years from the date such funds are so deposited.
VOTING
Upon receipt of notice of any meeting at which the holders of any shares of
Preferred Stock underlying the Depositary Shares are entitled to vote, the
Preferred Stock Depositary will mail the information contained
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in such notice to the record holders of the Depositary Receipts. Each record
holder of such Depositary Receipts on the record date (which will be the same
date as the record date for the Preferred Stock) will be entitled to instruct
the Preferred Stock Depositary as to the exercise of the voting rights
pertaining to the number of shares of Preferred Stock underlying such holder's
Depositary Shares. The Preferred Stock Depositary will endeavor, insofar as
practicable, to vote the number of shares of Preferred Stock underlying such
Depositary Shares in accordance with such instructions, and the Company will
agree to take all reasonable action which may be deemed necessary by the
Preferred Stock Depositary in order to enable the Preferred Stock Depositary to
do so. The Preferred Stock Depositary will abstain from voting any of the
Preferred Stock to the extent it does not receive specific written instructions
from holders of Depositary Receipts representing such Preferred Stock.
RECORD DATE
Whenever (i) any cash dividend or other cash distribution shall become
payable, any distribution other than cash shall be made, or any rights,
preferences or privileges shall be offered with respect to the Preferred Stock,
or (ii) the Preferred Stock Depositary shall receive notice of any meeting at
which holders of Preferred Stock are entitled to vote or of which holders of
Preferred Stock are entitled to notice, or of the mandatory conversion of, or
any election on the part of the Company to call for the redemption of, any
Preferred Stock, the Preferred Stock Depositary shall in each such instance fix
a record date (which shall be the same as the record date for the Preferred
Stock) for the determination of the holders of Depositary Receipts (x) that
shall be entitled to receive such dividend, distribution, rights, preferences or
privileges or the net proceeds of the sale thereof or (y) that shall be entitled
to give instructions for the exercise of voting rights at any such meeting or to
receive notice of such meeting or of such redemption or conversion, subject to
the provisions of the Deposit Agreement.
WITHDRAWAL OF PREFERRED STOCK
Upon surrender of Depositary Receipts at the principal office of the
Preferred Stock Depositary, upon payment of any unpaid amount due the Preferred
Stock Depositary, and subject to the terms of the Deposit Agreement, the owner
of the Depositary Shares evidenced thereby is entitled to delivery of the number
of whole shares of Preferred Stock and all money and other property, if any,
represented by such Depositary Shares. Partial shares of Preferred Stock will
not be issued. If the Depositary Receipts delivered by the holder evidence a
number of Depositary Shares in excess of the number of Depositary Shares
representing the number of whole shares of Preferred Stock to be withdrawn, the
Preferred Stock Depositary will deliver to such holder at the same time a new
Depositary Receipt evidencing such excess number of Depositary Shares. Holders
of Preferred Stock thus withdrawn will not thereafter be entitled to deposit
such shares under the Deposit Agreement or to receive Depositary Receipts
evidencing Depositary Shares therefor.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The Deposit Agreement will provide that the form of Depositary Receipt and
any provision of the Deposit Agreement may at any time be amended by agreement
between the Company and the Preferred Stock Depositary. However, any amendment
which imposes or increases any fees, taxes or other charges payable by the
holders of Depositary Receipts (other than taxes and other governmental charges,
fees and other expenses payable by such holders as stated under "Charges of
Preferred Stock Depositary"), or which otherwise prejudices any substantial
existing right of holders of Depositary Receipts, will not take effect as to
outstanding Depositary Receipts until the expiration of 90 days after notice of
such amendment has been mailed to the record holders of outstanding Depositary
Receipts.
Whenever so directed by the Company, the Preferred Stock Depositary will
terminate the Deposit Agreement by mailing notice of such termination to the
record holders of all Depositary Receipts then outstanding at least 30 days
prior to the date fixed in such notice for such termination. The Preferred Stock
Depositary may likewise terminate the Deposit Agreement if at any time 45 days
shall have expired after the Preferred Stock Depositary shall have delivered to
the Company a written notice of its election to resign and a successor
depositary shall not have been appointed and accepted its appointment. If any
Depositary Receipts
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remain outstanding after the date of termination, the Preferred Stock Depositary
thereafter will discontinue the transfer of Depositary Receipts, will suspend
the distribution of dividends to the holders thereof, and will not give any
further notices (other than notice of such termination) or perform any further
acts under the Deposit Agreement except as provided below and except that the
Preferred Stock Depositary will continue (i) to collect dividends on the
Preferred Stock and any other distributions with respect thereto and (ii) to
deliver the Preferred Stock together with such dividends and distributions and
the net proceeds of any sales of rights, preferences, privileges or other
property, without liability for interest thereon, in exchange for Depositary
Receipts surrendered. At any time after the expiration of two years from the
date of termination, the Preferred Stock Depositary may sell the Preferred Stock
then held by it at public or private sales, at such place or places and upon
such terms as it deems proper, and may thereafter hold the net proceeds of any
such sale, together with any money and other property then held by it, without
liability for interest thereon, for the pro rata benefit of the holders of
Depositary Receipts which have not been surrendered.
CHARGES OF PREFERRED STOCK DEPOSITARY
The Company will pay all charges of the Preferred Stock Depositary
including charges in connection with the initial deposit of the Preferred Stock,
the initial issuance of the Depositary Receipts, the distribution of information
to the holders of Depositary Receipts with respect to matters on which Preferred
Stock is entitled to vote, withdrawals of the Preferred Stock by the holders of
Depositary Receipts or redemption or conversion of the Preferred Stock, except
for taxes (including transfer taxes, if any) and other governmental charges and
such other charges as are expressly provided in the Deposit Agreement to be at
the expense of holders of Depositary Receipts or persons depositing Preferred
Stock.
MISCELLANEOUS
The Preferred Stock Depositary will make available for inspection by
holders of Depositary Receipts, at its Corporate Office and its New York Office,
all reports and communications from the Company which are delivered to the
Preferred Stock Depositary as the holder of Preferred Stock.
Neither the Preferred Stock Depositary nor the Company will be liable if it
is prevented or delayed by law or any circumstance beyond its control in
performing its obligations under the Deposit Agreement. The obligations of the
Preferred Stock Depositary under the Deposit Agreement are limited to performing
its duties thereunder without negligence or bad faith. The obligations of the
Company under the Deposit Agreement are limited to performing its duties
thereunder in good faith. Neither the Company nor the Preferred Stock Depositary
is obligated to prosecute or defend any legal proceeding in respect of any
Depositary Shares or Preferred Stock unless satisfactory indemnity is furnished.
The Company and the Preferred Stock Depositary are entitled to rely upon advice
of or information from counsel, accountants or other persons believed to be
competent and on documents believed to be genuine.
The Preferred Stock Depositary may resign at any time or be removed by the
Company, effective upon the acceptance by its successor of its appointment;
provided, that if a successor Preferred Stock Depositary has not been appointed
or accepted such appointment within 45 days after the Preferred Stock Depositary
has delivered a notice of election to resign to the Company, the Preferred Stock
Depositary may terminate the Deposit Agreement. See "Amendment and Termination
of the Deposit Agreement" above.
DESCRIPTION OF WARRANTS
GENERAL
The Company may issue Warrants to purchase Debt Securities, Preferred
Stock, Common Stock or any combination thereof, and such Warrants may be issued
independently or together with any such Securities and may be attached to or
separate from such Securities. Each series of Warrants will be issued under a
separate warrant agreement (each a "Warrant Agreement") to be entered into
between the Company and a warrant agent ("Warrant Agent") a form of which will
be filed as an exhibit to a Current Report on Form 8-K. The Warrant Agent will
act solely as an agent of the Company in connection with the Warrants of each
such
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series and will not assume any obligation or relationship of agency for or with
holders or beneficial owners of Warrants. The following sets forth certain
general terms and provisions of the Warrants offered hereby. Further terms of
the Warrants and the applicable Warrant Agreement will be set forth in the
applicable Prospectus Supplement.
The applicable Prospectus Supplement will describe the terms of any
Warrants in respect of which this Prospectus is being delivered, including the
following: (i) the title of such Warrants; (ii) the aggregate number of such
Warrants; (iii) the price or prices at which such Warrants will be issued; (iv)
the currency or currencies, including composite currencies, in which the price
of such Warrants may be payable; (v) the designation and terms of the Securities
(other than Preferred Securities and Common Securities) purchasable upon
exercise of such Warrants; (vi) the price at which and the currency or
currencies, including composite currencies, in which the Securities (other than
Preferred Securities and Common Securities) purchasable upon exercise of such
Warrants may be purchased; (vii) the date on which the right to exercise such
Warrants shall commence and the date on which such right shall expire; (viii)
whether such Warrants will be issued in registered form or bearer form; (ix) if
applicable, the minimum or maximum amount of such Warrants which may be
exercised at any one time; (x) if applicable, the designation and terms of the
Securities (other than Preferred Securities and Common Securities) with which
such Warrants are issued and the number of such Warrants issued with each such
Security; (xi) if applicable, the date on and after which such Warrants and the
related Securities (other than Preferred Securities and Common Securities) will
be separately transferable; (xii) information with respect to book-entry
procedures, if any; (xiii) if applicable, a discussion of certain United States
federal income tax considerations; and (xiv) any other terms of such Warrants,
including terms, procedures and limitations relating to the exchange and
exercise of such Warrants.
DESCRIPTION OF PREFERRED SECURITIES OF THE CONSECO TRUSTS
GENERAL
Each Conseco Trust may issue, from time to time, only one series of
Preferred Securities having terms described in the Prospectus Supplement
relating thereto. The Declaration of each Conseco Trust authorizes the Regular
Trustees of such Conseco Trust to issue on behalf of such Conseco Trust one
series of Preferred Securities. Each Declaration will be qualified as an
indenture under the Trust Indenture Act. The Property Trustee, an independent
trustee, will act as indenture trustee for the Preferred Securities for purposes
of compliance with the provisions of the Trust Indenture Act. The Preferred
Securities will have such terms, including distributions, redemption, voting,
liquidation rights and such other preferred, deferred or other special rights or
such restrictions as shall be established by the Regular Trustees in accordance
with the applicable Declaration or as shall be set forth in the Declaration or
made part of the Declaration by the Trust Indenture Act. Reference is made to
any Prospectus Supplement relating to the Preferred Securities of a Conseco
Trust for specific terms of the Preferred Securities, including, to the extent
applicable, (i) the distinctive designation of such Preferred Securities, (ii)
the number of Preferred Securities issued by such Conseco Trust, (iii) the
annual distribution rate (or method of determining such rate) for Preferred
Securities issued by such Conseco Trust and the date or dates upon which such
distributions shall be payable (provided, however, that distributions on such
Preferred Securities shall, subject to any deferral provisions, and any
provisions for payment of defaulted distributions, be payable on a quarterly
basis to holders of such Preferred Securities as of a record date in each
quarter during which such Preferred Securities are outstanding), (iv) any right
of such Conseco Trust to defer quarterly distributions on the Preferred
Securities as a result of an interest deferral right exercised by the Company on
the Subordinated Debt Securities held by such Conseco Trust; (v) whether
distributions on Preferred Securities shall be cumulative, and, in the case of
Preferred Securities having such cumulative distribution rights, the date or
dates or method of determining the date or dates from which distributions on
Preferred Securities shall be cumulative, (vi) the amount or amounts which shall
be paid out of the assets of such Conseco Trust to the holders of Preferred
Securities upon voluntary or involuntary dissolution, winding-up or termination
of such Conseco Trust, (vii) the obligation or option, if any, of such Conseco
Trust to purchase or redeem Preferred Securities and the price or prices at
which, the period or periods within which and the terms and conditions upon
which Preferred Securities shall be purchased or redeemed, in whole or in part,
pursuant to such obligation or option with such
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redemption price to be specified in the applicable Prospectus Supplement, (viii)
the voting rights, if any, of Preferred Securities in addition to those required
by law, including the number of votes per Preferred Security and any requirement
for the approval by the holders of Preferred Securities as a condition to
specified action or amendments to the Declaration, (ix) the terms and
conditions, if any, upon which Subordinated Debt Securities held by such Conseco
Trust may be distributed to holders of Preferred Securities, and (x) any other
relevant rights, preferences, privileges, limitations or restrictions of
Preferred Securities consistent with the Declaration or with applicable law. All
Preferred Securities offered hereby will be guaranteed by the Company to the
extent set forth below under "Description of Trust Guarantees." The Trust
Guarantee issued to each Conseco Trust, when taken together with the Company's
back-up undertakings, consisting of its obligations under each Declaration
(including the obligation to pay expenses of each Conseco Trust), the Indenture
and any applicable supplemental indentures thereto and the Subordinated Debt
Securities issued to any Conseco Trust will provide a full and unconditional
guarantee by the Company of amounts due on the Preferred Securities issued by
each Conseco Trust. Certain United States federal income tax considerations
applicable to any offering of Preferred Securities will be described in the
Prospectus Supplement relating thereto and certain proposed tax law changes are
described below. See "Description of Preferred Securities -- Proposed Tax Law
Changes." The payment terms of the Preferred Securities will be the same as the
Subordinated Debt Securities issued to the applicable Conseco Trust by the
Company.
Each Declaration authorizes the Regular Trustees to issue on behalf of the
applicable Trust one series of Common Securities having such terms including
distributions, redemption, voting, liquidation rights or such restrictions as
shall be established by the Regular Trustees in accordance with the Declaration
or as shall otherwise be set forth therein. The terms of the Common Securities
issued by each Conseco Trust will be substantially identical to the terms of the
Preferred Securities issued by such Conseco Trust, and the Common Securities
will rank pari passu, and payments will be made thereon pro rata, with the
Preferred Securities except that, if an event of default under such Declaration
has occurred and is continuing, the rights of the holders of the Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise will be subordinated to the rights of the holders of
the Preferred Securities. The Common Securities will also carry the right to
vote and to appoint, remove or replace any of the Conseco Trustees of such
Conseco Trust. All of the Common Securities of each Conseco Trust will be
directly or indirectly owned by the Company.
The financial statements of any Conseco Trust that issues Preferred
Securities will be reflected in the Company's consolidated financial statements
with the Preferred Securities shown as Company-obligated mandatorily-redeemable
preferred securities of a subsidiary trust under minority interest in
consolidated subsidiaries. In a footnote to the Company's audited financial
statements there will be included statements that the applicable Conseco Trust
is wholly-owned by the Company and that the sole asset of such Conseco Trust is
the Subordinated Debentures (indicating the principal amount, interest rate and
maturity date thereof).
PROPOSED TAX LAW CHANGES
On March 19, 1996, the Revenue Reconciliation Bill of 1996 (the "Bill"),
the revenue portion of President Clinton's budget proposal, was released. The
Bill would, among other things, generally deny interest deductions for interest
on an instrument, issued by a corporation, that has a maximum weighted average
maturity of more than 40 years. The Bill would also generally deny interest
deductions for interest on an instrument, issued by a corporation, that has a
maximum term of more than 20 years and that is not shown as indebtedness on the
separate balance sheet of the issuer or, where the instrument is issued to a
related party (other than a corporation), where the holder or some other related
party issues a related instrument that is not shown as indebtedness on the
issuer's consolidated balance sheet. For purposes of determining the weighted
average maturity or the term of an instrument, any right to extend would be
treated as exercised. The above-described provisions of the Bill were proposed
to be effective generally for instruments issued on or after December 7, 1995.
However, on March 29, 1996, the Chairmen of the Senate Finance and House Ways
and Means Committees issued a joint statement to the effect that it was their
intention that the effective date of the President's legislative proposals, if
adopted, will be no earlier than the date of appropriate Congressional
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action. In addition, subsequent to the publication of the joint statement,
Senator Daniel Patrick Moynihan and Representatives Sam M. Gibbons and Charles
B. Rangel wrote letters to Treasury Department officials concurring with the
views expressed in the joint statement. If either of the provisions of the Bill
described above were to apply to the Subordinated Debt Securities held by a
Conseco Trust, the Company would be unable to deduct interest on the
Subordinated Debt Securities held by such Conseco Trust. There can be no
assurance that current or future legislative proposals or final legislation will
not affect the ability of the Company to deduct interest on the Subordinated
Debt Securities held by a Conseco Trust. The Prospectus Supplement relating to
any offering of Preferred Securities will describe any additional material
developments with respect to the Bill and will further describe whether the
inability of the Company to deduct interest on the Subordinated Debt Securities
will give rise to a right on the part of the Company to redeem the Subordinated
Debt Securities.
DESCRIPTION OF TRUST GUARANTEES
Set forth below is a summary of information concerning the Trust Guarantees
that will be executed and delivered by the Company for the benefit of the
holders, from time to time, of Preferred Securities. Each Trust Guarantee will
be qualified as an indenture under the Trust Indenture Act. Fleet National Bank
will act as independent indenture trustee for Trust Indenture Act purposes under
each Trust Guarantee (the "Preferred Securities Guarantee Trustee"). The terms
of each Trust Guarantee will be those set forth in such Trust Guarantee and
those made part of such Trust Guarantee by the Trust Indenture Act. The
following summary does not purport to be complete and is subject to and
qualified in its entirety by reference to the provisions of the form of Trust
Guarantee, a copy of which has been filed as an exhibit to the Registration
Statement of which this Prospectus is a part, and the Trust Indenture Act. Each
Trust Guarantee will be held by the Preferred Securities Guarantee Trustee for
the benefit of the holders of the Preferred Securities of the applicable Conseco
Trust.
GENERAL
Pursuant to each Trust Guarantee, the Company will agree, to the extent set
forth therein, to pay in full to the holders of the Preferred Securities, the
Guarantee Payments (as defined below) (except to the extent paid by such Conseco
Trust), as and when due, regardless of any defense, right of set-off or
counterclaim which such Conseco Trust may have or assert. The following payments
or distributions with respect to the Preferred Securities (the "Guarantee
Payments"), to the extent not paid by such Conseco Trust, will be subject to the
Trust Guarantee (without duplication): (i) any accrued and unpaid distributions
that are required to be paid on such Preferred Securities, to the extent such
Conseco Trust shall have funds available therefor, (ii) the redemption price,
including all accrued and unpaid distributions to the date of redemption (the
"Redemption Price"), to the extent such Conseco Trust has funds available
therefor, with respect to any Preferred Securities called for redemption by such
Conseco Trust and (iii) upon a voluntary or involuntary dissolution, winding-up
or termination of such Conseco Trust (other than in connection with such
distribution of Subordinated Debt Securities to the holders of Preferred
Securities or the redemption of all of the Preferred Securities upon maturity or
redemption of the Subordinated Debt Securities) the lesser of (a) the aggregate
of the liquidation amount and all accrued and unpaid distributions on such
Preferred Securities to the date of payment, to the extent such Conseco Trust
has funds available therefor or (b) the amount of assets of such Conseco Trust
remaining for distribution to holders of such Preferred Securities in
liquidation of such Conseco Trust. The Company's obligation to make a Guarantee
Payment may be satisfied by direct payment of the required amounts by the
Company to the holders of Preferred Securities or by causing the applicable
Conseco Trust to pay such amounts to such holders.
Each Trust Guarantee will not apply to any payment of distributions except
to the extent the applicable Conseco Trust shall have funds available therefor.
If the Company does not make interest or principal payments on the Subordinated
Debt Securities purchased by such Conseco Trust, such Conseco Trust will not pay
distributions on the Preferred Securities issued by such Conseco Trust and will
not have funds available therefore.
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The Company has also agreed to guarantee the obligations of each Conseco
Trust with respect to the Common Securities (the "Common Guarantee") issued by
such Conseco Trust to the same extent as the Trust Guarantee, except that, if an
Event of Default under the Subordinated Indenture has occurred and is
continuing, holders of Preferred Securities under the Trust Guarantee shall have
priority over holders of the Common Securities under the Trust Common Guarantee
with respect to distributions and payments on liquidation, redemption or
otherwise.
CERTAIN COVENANTS OF THE COMPANY
In each Trust Guarantee, the Company will covenant that, so long as any
Preferred Securities issued by the applicable Conseco Trust remain outstanding,
if there shall have occurred any event of default under such Trust Guarantee or
under the Declaration of such Conseco Trust, then (a) the Company will not
declare or pay any dividend on, make any distributions with respect to, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
its capital stock; (b) the Company shall not make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities (including guarantees) issued by the Company which rank pari passu
with or junior to the Subordinated Debt Securities issued to the applicable
Conseco Trust and (c) the Company shall not make any guarantee payments with
respect to the foregoing (other than pursuant to a Trust Guarantee); provided,
however, that the Company may (i) declare and pay a stock dividend where the
dividend stock is the same stock as that on which the dividend is being paid and
(ii) purchase or acquire shares of Company Common Stock in connection with the
satisfaction by the Company of its obligations under any employee benefit plans.
MODIFICATION OF THE TRUST GUARANTEES; ASSIGNMENT
Except with respect to any changes that do not adversely affect the rights
of holders of Preferred Securities (in which case no consent of such holders
will be required), each Trust Guarantee may be amended only with the prior
approval of the holders of not less than a majority in liquidation amount of the
outstanding Preferred Securities of such Conseco Trust. The manner of obtaining
any such approval of holders of such Preferred Securities will be set forth in
accompanying Prospectus Supplement. All guarantees and agreements contained in a
Trust Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Company and shall inure to the benefit of the holders of
the Preferred Securities of the applicable Conseco Trust then outstanding.
EVENTS OF DEFAULT
An event of default under a Trust Guarantee will occur upon the failure of
the Company to perform any of its payment or other obligations thereunder. The
holders of a majority in liquidation amount of the Preferred Securities to which
such Trust Guarantee relates have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Preferred
Securities Guarantee Trustee in respect of such Trust Guarantee or to direct the
exercise of any trust or power conferred upon the Preferred Securities Guarantee
Trustee under such Trust Guarantee.
If the Preferred Securities Guarantee Trustee fails to enforce such Trust
Guarantee, any record holder of Preferred Securities to which such Trust
Guarantee relates may institute a legal proceeding directly against the Company
to enforce the Preferred Securities Guarantee Trustee's rights under such Trust
Guarantee without first instituting a legal proceeding against the applicable
Conseco Trust, the Preferred Securities Guarantee Trustee or any other person or
entity. Notwithstanding the foregoing, if the Company has failed to make a
Guarantee Payment under a Trust Guarantee, a record holder of Preferred
Securities to which such Trust Guarantee relates may directly institute a
proceeding against the Company for enforcement of such Trust Guarantee for such
payment to the record holder of the Preferred Securities to which such Trust
Guarantee relates of the principal of or interest on the applicable Subordinated
Debt Securities on or after the respective due dates specified in the
Subordinated Debt Securities, and the amount of the payment will be based on the
holder's pro rata share of the amount due and owing on all of the Preferred
Securities to which such Trust Guarantee relates. The Company has waived any
right or remedy to require that any action be brought first against the
applicable Conseco Trust or any other person or entity before proceeding
directly
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against the Company. The record holder in the case of the issuance of one or
more global Preferred Securities certificates will be The Depository Trust
Company acting at the direction of the beneficial owners of the Preferred
Securities.
The Company will be required to provide annually to the Preferred
Securities Guarantee Trustee a statement as to the performance by the Company of
certain of its obligations under each outstanding Trust Guarantee and as to any
default in such performance.
INFORMATION CONCERNING THE PREFERRED SECURITIES GUARANTEE TRUSTEE
The Preferred Securities Guarantee Trustee, prior to the occurrence of a
default to a Trust Guarantee, undertakes to perform only such duties as are
specifically set forth in such Trust Guarantee and, after default with respect
to such Trust Guarantee, shall exercise the same degree of care as a prudent
individual would exercise in the conduct of his or her own affairs. Subject to
such provision, the Preferred Securities Guarantee Trustee is under no
obligation to exercise any of the powers vested in it by a Trust Guarantee at
the request of any holder of Preferred Securities to which such Trust Guarantee
relates unless it is offered reasonable indemnity against the costs, expenses
and liabilities that might be incurred thereby.
TERMINATION
Each Trust Guarantee will terminate as to the Preferred Securities issued
by the applicable Conseco Trust upon full payment of the Redemption Price of all
Preferred Securities of such Conseco Trust, upon distribution of the
Subordinated Debt Securities held by such Conseco Trust to the holders of all of
the Preferred Securities of such Conseco Trust or upon full payment of the
amounts payable in accordance with
the Declaration of such Conseco Trust upon liquidation of such Conseco Trust.
Each Trust Guarantee will continue to be effective or will be reinstated, as the
case may be, if at any time any holder of Preferred Securities issued by the
applicable Conseco Trust must restore payment of any sums paid under such
Preferred Securities or such Trust Guarantee.
STATUS OF THE TRUST GUARANTEES
The Trust Guarantees will constitute an unsecured obligation of the Company
and will rank (i) subordinate and junior in right of payment to all other
liabilities of the Company, including the Subordinated Debt Securities, except
those liabilities of the Company made pari passu or subordinate by their terms,
(ii) pari passu with the most senior preferred or preference stock now or
hereafter issued by the Company and with any guarantee now or hereafter entered
into by the Company in respect of any preferred or preference stock of any
affiliate of the Company and (iii) senior to the Company's Common Stock. The
terms of the Preferred Securities provide that each holder of Preferred
Securities by acceptance thereof agrees to the subordination provisions and
other terms of the Trust Guarantee relating thereto.
Each Trust Guarantee will constitute a guarantee of payment and not of
collection (that is, the guaranteed party may institute a legal proceeding
directly against the Company to enforce its rights under such Trust Guarantee
without instituting a legal proceeding against any other person or entity).
GOVERNING LAW
The Trust Guarantees will be governed by and construed in accordance with
the law of the State of New York.
PLAN OF DISTRIBUTION
The Company and/or any Conseco Trust may sell any of the Securities being
offered hereby in any one or more of the following ways from time to time: (i)
through agents; (ii) to or through underwriters; (iii) through dealers; or (iv)
directly to purchasers.
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The Prospectus Supplement with respect to the Securities will set forth the
terms of the offering of the Securities, including the name or names of any
underwriters, dealers or agents; the purchase price of the Securities and the
proceeds to the Company and/or a Conseco Trust from such sale; any underwriting
discounts and commissions or agency fees and other items constituting
underwriters' or agents' compensation; any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers and any
securities exchange on which such Securities may be listed. Any initial public
offering price, discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
Offers to purchase Securities may be solicited by agents designated by the
Company from time to time. Any such agent involved in the offer or sale of the
Securities in respect of which this Prospectus is delivered will be named, and
any commissions payable by the Company and/or the applicable Conseco Trust to
such agent will be set forth, in the applicable Prospectus Supplement. Unless
otherwise indicated in such Prospectus Supplement, any such agent will be acting
on a reasonable best efforts basis for the period of its appointment. Any such
agent may be deemed to be an underwriter, as that term is defined in the
Securities Act, of the Securities so offered and sold.
If Securities are sold by means of an underwritten offering, the Company
and/or the applicable Conseco Trust will execute an underwriting agreement with
an underwriter or underwriters at the time an agreement for such sale is
reached, and the names of the specific managing underwriter or underwriters, as
well as any other underwriters, and the terms of the transaction, including
commissions, discounts and any other compensation of the underwriters and
dealers, if any, will be set forth in the Prospectus Supplement which will be
used by the underwriters to make resales of the Securities in respect of which
this Prospectus is delivered to the public. If underwriters are utilized in the
sale of the Securities in respect of which this Prospectus is delivered, the
Securities will be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including negotiated
transactions, at fixed public offering prices or at varying prices determined by
the underwriter at the time of sale. Securities may be offered to the public
either through underwriting syndicates represented by managing underwriters or
directly by the managing underwriters. If any underwriter or underwriters are
utilized in the sale of the Securities, unless otherwise indicated in the
Prospectus Supplement, the underwriting agreement will provide that the
obligations of the underwriters are subject to certain conditions precedent and
that the underwriters with respect to a sale of Securities will be obligated to
purchase all such Securities of a series if any are purchased.
If a dealer is utilized in the sales of the Securities in respect of which
this Prospectus is delivered, the Company and/or the applicable Conseco Trust
will sell such Securities to the dealer as principal. The dealer may then resell
such Securities to the public at varying prices to be determined by such dealer
at the time of resale. Any such dealer may be deemed to be an underwriter, as
such term is defined in the Securities Act, of the Securities so offered and
sold. The name of the dealer and the terms of the transaction will be set forth
in the Prospectus Supplement relating thereto.
Offers to purchase Securities may be solicited directly by the Company
and/or the applicable Conseco Trust and the sale thereof may be made by the
Company and/or the applicable Conseco Trust directly to institutional investors
or others, who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any resale thereof. The terms of any such sales
will be described in the Prospectus Supplement relating thereto.
Agents, underwriters and dealers may be entitled under relevant agreements
to indemnification or contribution by the Company and/or the applicable Conseco
Trust against certain liabilities, including liabilities under the Securities
Act.
Agents, underwriters and dealers may be customers of, engage in
transactions with, or perform services for, the Company and its subsidiaries in
the ordinary course of business.
27
<PAGE> 114
Securities may also be offered and sold, if so indicated in the applicable
Prospectus Supplement, in connection with a remarketing upon their purchase, in
accordance with a redemption or repayment pursuant to their terms, or otherwise,
by one or more firms ("remarketing firms"), acting as principals for their own
accounts or as agents for the Company and/or the applicable Conseco Trust. Any
remarketing firm will be identified and the terms of its agreement, if any, with
its compensation will be described in the applicable Prospectus Supplement.
Remarketing firms may be deemed to be underwriters, as such term is defined in
the Securities Act, in connection with the Securities remarketed thereby.
Remarketing firms may be entitled under agreements which may be entered into
with the Company and/or the applicable Conseco Trust to indemnification or
contribution by the Company and/or the applicable Conseco Trust against certain
civil liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for Conseco and
its subsidiaries in the ordinary course of business.
If so indicated in the applicable Prospectus Supplement, the Company and/or
the applicable Conseco Trust may authorize agents, underwriters or dealers to
solicit offers by certain types of institutions to purchase Securities from the
Company and/or the applicable Conseco Trust at the public offering prices set
forth in the applicable Prospectus Supplement pursuant to delayed delivery
contracts ("Contracts") providing for payment and delivery on a specified date
or dates in the future. A commission indicated in the applicable Prospectus
Supplement will be paid to underwriters, dealers and agents soliciting purchases
of Securities pursuant to Contracts accepted by the Company and/or the
applicable Conseco Trust.
LEGAL MATTERS
Unless otherwise indicated in the applicable Prospectus Supplement, the
legal validity of Securities (other than the Preferred Securities) will be
passed upon for the Company by Lawrence W. Inlow, Executive Vice President,
Secretary and General Counsel of the Company. Mr. Inlow is a full-time employee
and an officer of the Company and owns 808,374 shares and holds options to
purchase 1,406,900 shares of Company common stock.
Certain matters of Delaware law relating to the validity of the Preferred
Securities will be passed upon for the Conseco Trusts by Richards, Layton &
Finger, P.A., Wilmington, Delaware, special Delaware Counsel to the Conseco
Trusts. Certain United States Federal income taxation matters will be passed
upon for the Company and the Conseco Trusts by Locke Reynolds Boyd & Weisell,
Indianapolis, Indiana, special tax counsel to the Company and the Conseco
Trusts.
EXPERTS
The consolidated financial statements and schedules of the Company as of
December 31, 1995 and 1994, and for each of the three years in the period ended
December 31, 1995 incorporated by reference in this Prospectus, have been
audited by Coopers & Lybrand L.L.P., independent accountants, as set forth in
their reports thereon included therein and are incorporated herein by reference
in reliance upon such reports given upon the authority of such firm as experts
in accounting and auditing.
28
<PAGE> 115
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFER CONTAINED HEREIN AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-------
<S> <C>
PROSPECTUS SUPPLEMENT
Risk Factors............................... S-4
Conseco Financing Trust I.................. S-10
Capitalization............................. S-11
Ratio of Earnings to Fixed Charges and
Earnings to Fixed Charges and Preferred
Stock Dividends.......................... S-12
Use of Proceeds............................ S-12
The Company................................ S-13
Pending Acquisitions by the Company........ S-33
Unaudited Pro Forma Consolidated Financial
Statements of the Company................ S-42
Description of the Preferred Securities.... S-62
Description of the Subordinated
Debentures............................... S-72
Description of the Trust Guarantee......... S-78
Effect of Obligations Under the
Subordinated Debentures and the Trust
Guarantee................................ S-79
United States Federal Income Taxation...... S-80
Underwriting............................... S-84
Legal Matters.............................. S-85
Experts.................................... S-85
Incorporation of Certain Documents by
Reference................................ S-86
PROSPECTUS
Available Information...................... 3
Incorporation of Certain Documents by
Reference................................ 4
The Company................................ 5
The Conseco Trusts......................... 5
Use of Proceeds............................ 6
Ratios of Earnings to Fixed Charges and
Earnings to Fixed Charges and Preferred
Stock Dividends.......................... 6
Description of Debt Securities............. 6
Description of Capital Stock............... 14
Description of Depositary Shares........... 18
Description of Warrants.................... 21
Description of Preferred Securities of the
Conseco Trusts........................... 22
Description of the Trust Guarantees........ 24
Plan of Distribution....................... 26
Legal Matters.............................. 28
Experts.................................... 28
</TABLE>
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11,000,000
PREFERRED SECURITIES
CONSECO FINANCING
TRUST I
9.16% TRUST ORIGINATED
PREFERRED SECURITIES
("TOPRSSM")
FULLY AND UNCONDITIONALLY
GUARANTEED BY
CONSECO LOGO
---------------------------
PROSPECTUS SUPPLEMENT
---------------------------
MERRILL LYNCH & CO.
DEAN WITTER REYNOLDS INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
SANDS BROTHERS & CO., LTD.
NOVEMBER 14, 1996
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