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As filed with the Securities and Exchange Commission on June 30, 1998
Registration No. 333-51123
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
on
Form S-8
to
Form S-4
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)
Green Tree Acceptance Employee 1987 Stock Option Plan
Green Tree Financial Corporation Restated 1992 Supplemental Stock Option Plan
Green Tree Financial Corporation 1995 Employee Stock Incentive Plan
Green Tree Financial Corporation 1997 Chief Executive Plan
Green Tree Financial Corporation 1998 Company Stock Option Plan
- - --------------------------------------------------------------------------------
(Full title of the plans)
John J. Sabl
11825 N. Pennsylvania Street
Carmel, Indiana 46032
(317) 817-6092
- - --------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)
This Post-Effective Amendment covers shares of the Registrant's Common Stock, no
par value per share, originally registered on the Registration Statement on Form
S-4 (No. 333-51123) to which this is an amendment. The registration fees in
respect of such Common Stock were paid at the time of the original filing of the
Registration Statement on Form S-4 relating to such Common Stock.
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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, 1997.
2. Quarterly Report on Form 10 -Q filed by the Company for the
quarterly period ended March 31, 1998.
3. Current Reports on Form 8-K dated February 4, 1998, April 6,
1998, June 3, 1998, and June 4, 1998.
4. The description of the Company's common stock, no par value
(the "Common Stock"), contained in its Registration Statements
filed with the Commission pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and any amendment or report filed 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.
Any statement contained in a document incorporated or deemed to be
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement 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 Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Certain legal matters in connection with the securities offered hereby
will be passed upon for the Company by John J. Sabl, Esq., Executive Vice
President, General Counsel and Secretary of the Company. Mr. Sabl holds options
to purchase 450,000 shares of Common Stock and owns 75,000 shares of 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 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 bylaws.
The Amended and Restated Bylaws of Registrant (the "Bylaws") provide
for the indemnification of any person made a party to any action, suit or
proceeding by reason of the fact that he or she is a director, officer or
employee of the Registrant, if (a) such person is wholly successful with respect
to such action, suit or proceeding or (b) if such person is determined to have
acted in good faith, in what he or she reasonably believed to be the best
interests of the Registrant or at least not opposed to its best interests and,
in addition, with respect to any criminal claim, is determined to have had
reasonable cause to believe that his or her conduct was lawful or had no
reasonable cause to believe that his or her conduct was unlawful. 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 and amounts paid in settlement. If such person was not wholly
successful, the determination of entitlement to indemnification shall be made by
one of the following methods, such method to be selected by the Board of
Directors: (a) by the Board of Directors by a majority vote of a quorum
consisting of directors who are not and have not been parties to the claim; (b)
by the majority vote of a committee duly designated by the Board of Directors,
consisting solely of two or more directors who are not and have not been parties
to the claim; and (c) by special legal counsel. The Bylaws also provide that the
Registrant shall advance to a director or officer the expenses incurred by such
individual. The rights conferred above shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, bylaw,
resolution of shareholders or directors, agreement or otherwise.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
See the Exhibit Index immediately following the signature pages to this
Registration Statement. The Registrant agrees to furnish supplementally a copy
of any omitted schedule to the Commission upon request.
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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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective 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;
Provided, however, that paragraphs (1)(i) and (ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission 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)
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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) The undersigned Registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.
(6) The Registrant undertakes that every prospectus (i) that is filed
pursuant to the paragraph immediately preceding, or (ii) that purports to meet
the requirements of section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes 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.
(7) 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
Post-Effective Amendment to the 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 June, 1998.
CONSECO, INC.
By: /s/ Rollin M. Dick
--------------------------
Rollin M. Dick,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
<TABLE>
<S> <C> <C>
Signatures Title (Capacity) Date
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* Chairman of the Board, June 30, 1998
- - --------------------------------------------- President and Chief
Stephen C. Hilbert Executive Officer (Principal
Executive Officer)
* Executive Vice President, June 30, 1998
- - --------------------------------------------- Chief Financial Officer and
Rollin M. Dick Director (Principal Financial
Officer)
* Senior Vice President, Chief June 30, 1998
- - --------------------------------------------- Accounting Officer and
James S. Adams Treasurer (Principal
Accounting Officer)
/s/ Lawrence M. Coss Director June 30, 1998
- - ---------------------------------------------
Lawrence M. Coss
* Director June 30, 1998
- - ---------------------------------------------
Ngaire E. Cuneo
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* Director June 30, 1998
- - ---------------------------------------------
David R. Decatur
* Director June 30, 1998
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Donald F. Gongaware
* Director June 30, 1998
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M. Phil Hathaway
* Director June 30, 1998
- - ---------------------------------------------
James D. Massey
* Director June 30, 1998
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Dennis E. Murray, Sr.
* Director June 30, 1998
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John M. Mutz
/s/ Robert S. Nickoloff Director June 30, 1998
- - ---------------------------------------------
Robert S. Nickoloff
*By: /s/ Karl W. Kindig
-------------------------------
Karl K. Kindig,
Attorney-in-Fact
</TABLE>
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EXHIBITS
Exhibit No.
4(a) Amended and Restated Articles of Incorporation of Registrant
were filed with the Commission as Exhibit 3.1 to Registrant's
Annual Report on 10-K for the year ended December 31, 1997,
and are incorporated herein by this reference.
4(b) Amended and Restated Bylaws of Registrant were filed with the
Commission as Exhibit 3.2 to Registrant's Annual Report on
10-K for the year ended December 31, 1997, and are
incorporated herein by this reference.
5(a) Opinion of John J. Sabl, General Counsel to Registrant,
regarding the legality of the securities being registered was
filed with the Commission as Exhibit 5 to Registrant's
Registration Statement on Form S-4 dated May 27, 1998 (No.
333- 51123), and is incorporated herein by this reference.
23(a) Consent of Counsel [See Exhibit 5(a)].
23(b) Consent of Coopers & Lybrand L.L.P., with respect to the
financial statements of Registrant.
24 Powers of Attorney of directors and officers of Registrant
were filed with the Commission on page II-5 of the
Registrant's original Registration Statement on Form S-4 dated
April 27, 1998 (No. 333-51123), and are incorporated herein by
this reference.
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Exhibit 23 (b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Post-Effective
Amendment No. 1 on Form S-8 to the Form S-4 (File No. 333-51123) of Conseco,
Inc., of our reports dated March 23, 1998 on our audits of the consolidated
financial statements and financial statement schedules of Conseco, Inc. and
subsidiaries as of December 31, 1997 and 1996, and for the years ended December
31, 1997, 1996 and 1995, included in the Annual Report on Form 10-K.
/S/ COOPERS & LYBRAND L.L.P.
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COOPERS & LYBRAND L.L.P.
Indianapolis, Indiana
June 30, 1998
