As filed with the Securities and Exchange Commission on August 1, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
CONSECO, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1468632
(State of Incorporation) (I.R.S. Employer
Identification No.)
11825 N. Pennsylvania Street
Carmel, Indiana 46032
(Address of Principal Executive Offices) (Zip Code)
Conseco, Inc. 1997 Non-Qualified Stock Option Plan
(Full title of the plans)
Karl W. Kindig
11825 N. Pennsylvania Street
Carmel, Indiana 46032
(Name and address of agent for service)
(317) 817-6708
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate
Title of Securities to be Price Offering Amount of
to be Registered Registered Per Share Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 12,000,000 shares (1) Not applicable $480,446,796(2) $145,590
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Subject to increase (or decrease) in accordance with Rule 416 of
Regulation C to reflect a merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other change in the
corporate structure of the Registrant which results in a change in the
number of shares under the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) (1) of Regulation C, on the basis of 6,182,525
shares being purchased under the Plan at a purchase price of $40.5625
share, 321,941 shares being purchased under the Plan at a purchase
price of $40.1875 per share, the exercise price in effect for such
shares and 5,495,534 shares being purchased under the Plan at a
purchase price of $39.4375 per share, the exercise price in effect for
such shares.
</FN>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are hereby incorporated by reference into
this Registration Statement:
1. Annual Report on Form 10-K of Conseco, Inc. (the "Company" or
the "Registrant") for the year ended December 31, 1996.
2. Quarterly Report on Form 10-Q filed by the Company for the
quarterly period ended March 31, 1997.
3. Current Reports on Form 8-K dated April 1, 1997 and April 30,
1997.
4. The description of the Company's common stock, no par value
(the "Common Stock"), contained in its Registration Statement
on Form 8-A filed with the Commission on August 27, 1986,
including any reports filed under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), for the purpose of
updating such description.
All documents filed subsequent to the foregoing by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
registered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
(See Item 3)
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the securities offered hereby
will be passed upon for the Company by Karl W. Kindig, Senior Vice President,
Legal of Conseco Services, LLC, a wholly owned subsidiary of the Company. Mr.
Kindig is a full-time employee of the Company and owns shares and holds options
to purchase shares of Company common stock.
Item 6. Indemnification of Directors and Officers.
The Indiana Business Corporation Law grants authorization to Indiana
corporations to indemnify officers and directors from
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liability for their conduct if such conduct was in good faith and was in the
corporation's best interests or, in the case of directors, was not opposed to
such best interests, and permits the purchase of insurance in this regard. In
addition, the shareholders of a corporation may approve the inclusion of other
or additional indemnification provisions in the articles of incorporation and
by-laws.
The Code of By-Laws of the Registrant provides for the indemnification
of any person made a party to any action, suit or proceeding by reason of the
fact that he is a director, officer or employee of the Registrant, unless it is
adjudged in such action, suit or proceeding that such person is liable for
negligence or misconduct in the performance of his duties. Such indemnification
shall be against the reasonable expenses, including attorneys' fees, incurred by
such person in connection with the defense of such action, suit or proceeding.
In some circumstances, the Registrant may reimburse any such person for the
reasonable costs of settlement of any such action, suit or proceeding, if a
majority of the members of the Board of Directors not involved in the
controversy shall determine that it was in the interests of the Registrant that
such settlement be made and that such person was not guilty of negligence or
misconduct.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
See the Exhibit Index immediately following the signature pages to
this Registration Statement.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
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Provided, however, that paragraphs (1)(i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference into this Registration Statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Carmel, State of Indiana, on the 30th day of July,
1997.
CONSECO, INC.
By: /S/ROLLIN M. DICK
-------------------------
Rollin M. Dick
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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<CAPTION>
Signatures Title (Capacity) Date
---------- ---------------- ----
<S> <C> <C>
/S/STEPHEN C. HILBERT Chairman of the July 30, 1997
- ---------------------- Board, President and
Stephen C. Hilbert Chief Executive
Officer (Principal
Executive Officer)
/S/ROLLIN M. DICK Executive Vice July 30, 1997
- ----------------------- President, Chief
Rollin M. Dick Financial Officer
and Director
(Principal Financial
Officer)
/S/JAMES S. ADAMS Senior Vice President July 30, 1997
- ----------------------- and Treasurer (Principal
James S. Adams Accounting Officer)
/S/NGAIRE E. CUNEO Director July 30, 1997
- -----------------------
Ngaire E. Cuneo
/S/DAVID R. DECATUR Director July 30, 1997
- -----------------------
David R. Decatur
/S/DONALD F. GONGAWARE Director July 30, 1997
- -----------------------
Donald F. Gongaware
/S/JOHN M. MUTZ Director July 30, 1997
- -----------------------
John M. Mutz
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/S/M. PHIL HATHAWAY Director July 30, 1997
- -----------------------
M. Phil Hathaway
/S/JAMES D. MASSEY Director July 30, 1997
- -----------------------
James D. Massey
/S/DENNIS E. MURRAY, SR. Director July 30, 1997
- -----------------------
Dennis E. Murray, Sr.
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EXHIBITS
Exhibit No.
4(a) Amended and Restated Articles of Incorporation of the
Registrant were filed with the Commission as Exhibit 3.1
to the Registration Statement on Form S-2, No. 33-8498;
Articles of Amendment thereto, as filed September 9, 1988
with the Indiana Secretary of State, were filed with the
Commission as Exhibit 3.1.1 to the Registrant's Annual
Report on Form 10-K for 1988; Articles of Amendment
thereto, as filed June 13, 1989 with the Indiana Secretary
of State, were filed with the Commission as Exhibit 3.1.2
to the Registrant's Report on Form 10-Q for the quarter
ended June 30, 1989; Articles of Amendment thereto, as
filed June 29, 1993 with the Indiana Secretary of State,
were filed with the Commission as Exhibit 3.1.3 to the
Registrant's Report on Form 10-Q for the quarter ended
June 30, 1993; and Articles of Amendment thereto relating
to the PRIDES were filed with the Commission as Exhibit
3.(i).3 to the Registrant's Report on Form 8-K dated
January 17, 1996, and are incorporated herein by this
reference.
5(a) Opinion of Counsel re: legality
23(a) Consent of Counsel [See Exhibit 5(a)]
23(b) Consent of Independent Accountants
Exhibit 5(a)
July 30, 1997
Board of Directors
Conseco, Inc.
11825 N. Pennsylvania Street
Carmel, Indiana 46032
Re: Conseco, Inc.
Registration Statement on Form S-8
Gentlemen and Madam:
I am Senior Vice President, Legal of Conseco Services, LLC, a wholly
owned subsidiary of Conseco, Inc., an Indiana corporation (the "Company"). I
have acted as counsel to the Company in connection with the Registration
Statement on Form S-8 concerning shares of common stock, no par value, of the
Company ("Common Stock") to be issued in connection with the Conseco, Inc. 1997
Non-Qualified Stock Option Plan (the "Plan"). In connection with my
representation, I have examined the corporate records of the Company, including
its Amended and Restated Articles of Incorporation, as amended, By-Laws and
other corporate records and documents and have made such other examinations as I
considered necessary to render this opinion. Based upon the foregoing, I am of
the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Indiana.
2. The Plan and the shares of Common Stock covered by the Plan
have been duly authorized by all requisite corporate action.
3. With respect to the authorized but unissued shares of Common
Stock covered by the Plan, such shares, when issued in
accordance with the terms and provisions for their issuance,
will be validly issued, fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the
registration statement referred to above and to all references to me in such
registration statement.
Very truly yours,
/s/ Karl W. Kindig
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Conseco, Inc. on Form S-8 (File No. 333-00000), of our reports dated March
14, 1997 on our audits of the consolidated financial statements and financial
statement schedules of Conseco, Inc. and subsidiaries as of December 31, 1996
and 1995, and for the years ended December 31, 1996, 1995 and 1994, included in
the Annual Report on Form 10-K.
/s/ COOPERS & LYBRAND L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Indianapolis, Indiana
July 31, 1997