SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 1
CONSECO, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
208464107
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(CUSIP Number)
Stephen C. Hilbert
11825 N. Pennsylvania Street
Carmel, Indiana 46032
(317) 817-6100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box:
[ ]
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CUSIP No. . . . . . . . . . . . . . . . . . . . . . . . . . 208464107
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1. NAME OF REPORTING PERSON . . . . . . . . . . . . . . Stephen C. Hilbert
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON . . . . . . Not given
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS . . . . . . . . . . . . . . . . . . . . . . . . .PF, BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION . . . . . . .United States Citizen
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Number of 7. SOLE VOTING POWER . . . . . . . . . . . . . . 9,631,034
Shares -------------------------------------------------------
Beneficially 8. SHARED VOTING POWER . . . . . . . . . . . . . . 735,000
Owned By -------------------------------------------------------
Each 9. SOLE DISPOSITIVE POWER . . . . . . . . . . . .9,631,034
Reporting -------------------------------------------------------
Person With 10. SHARED DISPOSITIVE POWER . . . . . . . . . . . .735,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,366,034
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
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14. TYPE OF REPORTING PERSON . . . . . . . . . . . . . . . . . . . . . . IN
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Item 1. Security and Issuer
This statement relates to the Common Stock, no par value per share (the
"Common Stock"), of Conseco, Inc., an Indiana corporation ("Conseco").
Conseco's principal executive office is located at 11825 N. Pennsylvania
Street, Carmel, Indiana 46032.
Item 2. Identity and Background
No amendment.
Item 3. Source and Amount of Funds or Other Consideration
The acquisition which is the subject of this Schedule 13D is the beneficial
ownership of 45,825 shares of Common Stock that Mr. Hilbert acquired on
June 30, 1998 in connection with Conseco's acquisition of Green Tree
Financial Corporation ("Green Tree"). Prior to that date, Mr. Hilbert had
owned 50,000 shares of Green Tree Common Stock, which shares converted into
45,825 shares of Common Stock pursuant to the terms of the Agreement and
Plan of Merger between Conseco and Green Tree.
As a result of the issuance of additional shares of Common Stock by Conseco
in the Green Tree transaction, Mr. Hilbert's ownership percentage of Common
Stock has been reduced below 5% and he will no longer be subject to the
Schedule 13D filing requirements until his ownership exceeds 5%, if ever.
Mr. Hilbert also made a gift of 10 shares of Common Stock on May 7, 1998.
Such change in the number of shares of Common Stock beneficially owned by
Mr. Hilbert and the increase in the number of outstanding shares of Common
Stock results in Mr. Hilbert's ownership equalling 3.3% of the shares of
Common Stock deemed to be outstanding under Rule 13d-3(d) of the Securities
and Exchange Commission. In all other respects, the response to this Item 3
remains unchanged.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
Set forth below is information concerning the shares of Common Stock
beneficially owned by Mr. Hilbert on the date hereof.
(a) 10,366,034 shares, which number includes (i) 2,845,540 shares of Common
Stock which may be acquired by Mr. Hilbert within 60 days upon exercise of
stock options, (ii) 2,570,000 shares of Common Stock which are owned by
trusts of which Mr. Hilbert is the sole trustee (the "Trusts"), (iii)
655,000 shares of Common Stock which are owned by The Hilbert Foundation
(the "Foundation") of which Mr. Hilbert and his wife are trustees, (iv)
20,000 shares of Common Stock which
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may be acquired by the Foundation within 60 days upon exercise of a warrant
to purchase 20,000 shares of Common Stock for $19.54 per share (the
"Warrant"), (v) 116,822 shares of Common Stock which are owned by the
Stephen C. Hilbert 1996 Grantor Retained Annuity Trust Agreement (the
"Hilbert GRAT") of which Mr. Hilbert is a co-trustee and (vi) 60,000 shares
of Common Stock which are owned by Tomisue Hilbert Trust of which Mrs.
Hilbert is the sole trustee and ownership of which Mr. Hilbert expressly
disclaims beneficial ownership. Such amount is 3.3% of the deemed
outstanding shares of Common Stock of Conseco.
(b) Except for shares held by the Foundation, the Hilbert GRAT and Tomisue
Hilbert Trust as indicated in (a), Mr. Hilbert has the sole power to vote
or to direct the vote of all of the shares disclosed in (a) and the sole
power to dispose or to direct the disposition of such shares. Shares
beneficially owned, which are subject to options or warrants, do not have
voting rights prior to exercise of such options or warrants, as the case
may be.
(c) Except as disclosed herein, Mr. Hilbert has not engaged in any transactions
concerning the Common Stock during the past 60 days.
(d) Except as disclosed herein, no other person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of the shares of Common Stock beneficially owned by Mr. Hilbert.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Mr. Hilbert now holds options not exercisable within 60 days to acquire
6,757,551 shares of Common Stock. All such options were granted under the
Conseco Stock Option Plan, as amended, the Conseco 1994 Stock and Incentive
Plan, and the Conseco 1997 Non-qualified Stock Option Plan.
Such amount reflects a grant on May 14, 1998 of options to purchase
1,500,000 shares of Common Stock. Such grant was made pursuant to the terms
of a new employment agreement between Conseco and Mr. Hilbert.
In all other respects, the response to Item 6 remains unchanged.
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Item 7. Material to Be Filed as Exhibits
Not amended.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: July 10, 1998.
/s/Stephen C. Hilbert
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Stephen C. Hilbert
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