FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CONSECO, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1468632
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(State of incorporation) (I.R.S. Employer
Identification No.)
11825 North Pennsylvania Street 46032
Carmel, Indiana ----------
- --------------------------------------- (Zip Code)
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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FELINE PRIDES (SM) Unit New York Stock Exchange, Inc.
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
The class of securities to be registered hereby is the FELINE PRIDES
unit ("FELINE PRIDES"SM) of Conseco, Inc., an Indiana corporation.
For a description of the FELINE PRIDES units, reference is made to the
preliminary prospectus and prospectus supplement describing the FELINE PRIDES,
filed with the Securities and Exchange Commission on November 24, 1997, which
description is incorporated herein by reference. Definitive copies of the
prospectus and the prospectus supplement describing the FELINE PRIDES units will
be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended,
and shall be incorporated by reference into this Registration Statement on Form
8-A. ("FELINE PRIDES" is a service mark of Merrill Lynch & Co. Inc.)
Item 2. Exhibits.
1. Form of Purchase Contract Agreement between Conseco, Inc. and the
First National Bank of Chicago, as Purchase Contract Agent
(incorporated herein by reference to Exhibit 4.20 to Amendment
No. 2 to the Registration Statement on Form S-3 of Conseco, Inc.
among other registrants (Registration No. 333-40423) (as amended
from time to time, the "Registration Statement")).
2. Form of Pledge Agreement among Conseco, Inc., The Chase Manhattan
Bank, as Collateral Agent, and The First National Bank of
Chicago, as Purchase Contract Agent (incorporated herein by
reference to Exhibit 4.21 to the Registration Statement).
3. Forms of Income PRIDES and Growth PRIDES (incorporated herein by
reference to Exhibit A of Exhibit 4.20 to the Registration
Statement).
4. Form of Amended and Restated Declaration of Trust (incorporated
herein by reference to Exhibit 4.12 to the Registration
Statement).
5. Form of Preferred Security (incorporated herein by reference to
Exhibit 4.17 to the Registration Statement).
6. Form of Supplemental Indenture to Subordinated Indenture between
Conseco, Inc. and The First National Bank of Chicago as Indenture
Trustee (incorporated herein by reference to Exhibit 4.18 to the
Registration Statement).
7. Form of Junior Subordinated Debenture (incorporated herein by
reference to Exhibit 4.19 to the Registration Statement).
8. Form of Guarantee Agreement among The First National Bank of
Chicago as Institutional Trustee and Conseco, Inc. (incorporated
herein by reference to Exhibit 4.13 to the Registration
Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, this 4th day
of December, 1997.
CONSECO, INC.
By:/S/JOHN J. SABL
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John J. Sabl,
Executive Vice President,
General Counsel and Secretary
