UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
Information to be included in statements filed pursuant to
13d-1(b), (c) and (d) and amendments thereto filed pursuant to
13d-2(b)
(Amendment No. )*
Conseco, Inc.
(Name of Issuer)
Convertible Preferred Stock Series E, no par value
(Title of Class of Securities)
208464404
(CUSIP Number)
Michael Katz, Esq., 2 American Lane, Greenwich, Connecticut
06836-2571, Tel: (203) 862-8000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 10, 1998
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on the Following Pages)
(Page 1 of 10 Pages)<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Paloma Partners L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
256,100
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
256,100
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
256,100
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.51%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10
(INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS
APPLICABLE), AND THE SIGNATURE ATTESTATION.
<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Paloma Securities L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
256,100
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
256,100
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
256,100
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.51%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10
(INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS
APPLICABLE), AND THE SIGNATURE ATTESTATION.
<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
S. Donald Sussman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
256,100
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
256,100
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
256,100
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.51%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10
(INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS
APPLICABLE), AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1(a).Name of Issuer:
Conseco, Inc. (the "Issuer")
Item 1(b).Address of Issuer's Principal Executive Offices:
11825 North Pennsylvania Street
P.O. Box 1911
Carmel, Indiana 46032
Item 2(a).Name of Person Filing:
The names of the persons filing this statement on Schedule
13G (the "Reporting Persons") are: (i) Paloma Partners
L.L.C., a Delaware limited liability company ("Paloma
Partners"), (ii) Paloma Securities L.L.C., a Delaware
limited liability company ("Paloma Securities"); and (iii)
S. Donald Sussman.
The managing member of Paloma Partners is Paloma Partners
Company L.L.C., a Delaware limited liability company
("PPC") and the managing members of PPC are S. Donald
Sussman and Sundown Corp., a Delaware corporation of which
S. Donald Sussman is the sole stockholder and director.
The managing members of Paloma Securities are Paloma
Partners Management Company, Sunrise Partners L.L.C. and
Paloma Partners.
Item 2(b).Address of Principal Business Office or, if None,
Residence:
PALOMA PARTNERS
The business address of Paloma Partners is
2 American Lane, Greenwich, Connecticut 06836-2571.
PALOMA SECURITIES
The business address of Paloma Securities is
2 American Lane, Greenwich, Connecticut 06836-2571.
S. DONALD SUSSMAN
The business address of S. Donald Sussman is
2 American Lane, Greenwich, Connecticut 06836-2571.
Item 2(c).Citizenship:
Paloma Partners is a Delaware limited liability
company.
Paloma Securities is a Delaware limited liability
company.
S. Donald Sussman is a US citizen.
Item 2(d).Title of Class of Securities
Convertible Preferred Stock Series E, no par value
(the "Preferred Stock")
Item 2(e).CUSIP Number: 208464404
Item 3. If This Statement is Filed Pursuant to Rule 13d-
1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a:
(a) Broker or dealer registered under Section 15 of
the Exchange Act.
(b) Bank as defined in Section 3(a)(6) of the
Exchange Act.
(c) Insurance company defined in Section 3(a)(19)
of the Exchange Act.
(d) Investment company registered under Section 8
of the Investment Company Act.
(e) An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g) A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h) A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act.
(i) A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company Act;
(j) Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c),
check this box
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
The Reporting Persons beneficially own an aggregate
of 256,100 shares of Preferred Stock.
(b) Percent of class:
Each of Paloma Partners', Paloma Securities' and S.
Donald Sussman's aggregate beneficial ownership of
256,100 shares of Preferred Stock constitutes
13.51% of all of the outstanding shares of
Preferred Stock.
Together, the Reporting Persons have beneficial
ownership of 13.51% of all of the outstanding
shares of Preferred Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Each of Paloma Partners, Paloma Securities and
S. Donald Sussman has the sole power to vote or
direct the vote of 256,100 shares of Preferred
Stock.
(ii) Shared power to vote or to direct the vote
Not applicable.
(iii) Sole power to dispose or to direct the
disposition of
Each of Paloma Partners, Paloma Securities and
S. Donald Sussman has the sole power to dispose
or direct the disposition of 256,100 shares of
Preferred Stock.
(iv) Shared power to dispose or to direct the
disposition of
Not applicable.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of
Anther Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by
the Parent Holding Company.
See Exhibit B attached hereto.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were not acquired and are not held for the
purpose of or with the effect of changing or
influencing the control of the issuer of the
securities and were not acquired and are not held
in connection with or as a participant in any
transaction having that purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned each certifies that the information
with respect to it set forth in this statement is true, complete
and correct.
Dated: October ___, 1998
PALOMA PARTNERS L.L.C.
By: Paloma Partners Company L.L.C.
Managing Member
by: /s/ S. Michael J. Berner
Michael J. Berner,
Vice President
PALOMA SECURITIES L.L.C.
By: Paloma Partners Management Company
Managing Member
by: /s/ Michael J. Berner
Michael J. Berner,
Executive Vice President
/s/ S. Donald Sussman
S. Donald Sussman<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on
Schedule 13G with respect to the Preferred Stock of Conseco,
Inc., dated October __, 1998 is, and any further amendments
thereto signed by each of the undersigned shall be, filed on
behalf of each of the undersigned pursuant to and in accordance
with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended.
Dated: October __, 1998
PALOMA PARTNERS L.L.C.
By: Paloma Partners Company L.L.C.
Managing Member
by: /s/ Michael J. Berner
Michael J. Berner,
Vice President
PALOMA SECURITIES L.L.C.
By: Paloma Partners Management Company
Managing Member
by: /s/ Michael J. Berner
Michael J. Berner,
Executive Vice President
/s/ S. Donald Sussman
S. Donald Sussman<PAGE>
EXHIBIT B
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported
on by the Parent Holding Company
The name of the subsidiary which acquired the securities
being reported on by Paloma Partners L.L.C., the parent holding
company, is Paloma Securities L.L.C., a Delaware limited
liability company filing pursuant to Rule 13d-1(b)(1)(ii)(A).
