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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Conseco, Inc
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
208-464-107
(CUSIP Number)
James Westra
Hutchins, Wheeler & Dittmar, 101 Federal Street, Boston, MA 02110,
(617) 951-6600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 15, 1999
(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 that is the subject of this Schedule 13D, and
is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See
ss.240.13d-7 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).
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Thomas H. Lee Equity Fund IV, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. Delaware
Number of
Shares 7.Sole Voting Power
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power. 2,039,541 (see Item 5)
9. Sole Dispositive Power
10. Shared Dispositive Power. 2,039,541 (see Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
2,039,541 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). 5.8%
14. Type of reporting person (see instructions). PN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Monitor Clipper Equity Partners, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. Delaware
Number of
Shares 7. Sole Voting Power
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power. 131,069 (see Item 5)
9. Sole Dispositive Power
Shared Dispositive Power. 131,069 (see Item 5)
10.
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
131,069 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). less than 1%
14. Type of reporting person (see instructions). PN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Monitor Clipper Equity Partners (Foreign), L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. Delaware
Number of
Shares 7. Sole Voting Power
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power. 24,775 (see Item 5)
9. Sole Dispositive Power
10. Shared Dispositive Power. 24,775 (see Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
24,775 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). less than 1%
14. Type of reporting person (see instructions). PN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Monitor Clipper Partners, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). N/A
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. Delaware
Number of
Shares 7. Sole Voting Power
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power. 155,844 (see Item 5)
9. Sole Dispositive Power
Shared Dispositive Power. 155,844 (see Item 5)
10.
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
151,844 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). PN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Thomas H. Lee Foreign Fund IV, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. Delaware
Number of
Shares 7. Sole Voting Power
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power. 69,869 (see Item 5)
9. Sole Dispositive Power
10. Shared Dispositive Power. 69,869 (see Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
69,869 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). PN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Thomas H. Lee Foreign Fund IV-B, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. Delaware
Number of
Shares 7. Sole Voting Power
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power. 198,087 (see Item 5)
9. Sole Dispositive Power
10. Shared Dispositive Power. 198,087 (see Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
198,087 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). PN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
THL Equity Advisors IV, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). N/A
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. Delaware
Number of
Shares 7. Sole Voting Power
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power. 2,307,497 (see Item 5)
9. Sole Dispositive Power
10. Shared Dispositive Power. 2,307,497 (see Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
2,307,497 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). 6.5%
14. Type of reporting person (see instructions). CO
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
1997 Thomas H. Lee Nominee Trust
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. Massachusetts
Number of
Shares 7. Sole Voting Power
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power. 32,714 (see Item 5)
9. Sole Dispositive Power
10. Shared Dispositive Power. 32,714 (see Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
32,714 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). OO
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Thomas H. Lee
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). N/A
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power. 2,353,475 (See Item 5)
9. Sole Dispositive Power
10. Shared Dispositive Power. 2,353,475 (See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
2,353,475 (See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). 6.7%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Putnam Investments, Inc. (04-2539558)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. Massachusetts
Number of
Shares 7. Sole Voting Power. 33,516 (see Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 33,516 (see Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
33,516 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). CO
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
David V. Harkins
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 7,179 (See Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power. 804 (see Item 5)
9. Sole Dispositive Power. 7,179 (see Item 5)
10. Shared Dispositive Power. 804 (see Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 7,983
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
The 1995 Harkins Gift Trust
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. Massachusetts
Number of
Shares 7. Sole Voting Power
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power. 804 (see Item 5)
9. Sole Dispositive Power
10. Shared Dispositive Power. 804 (see Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
804 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). OO
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Scott. A. Schoen
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 5,988 (See Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power.
9. Sole Dispositive Power. 5,988 (See Item 5)
10. Shared Dispositive Power.
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
5,988 (See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
C. Hunter Boll
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 5,988 (See Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 5,988 (See Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
5,988 (See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Scott M. Sperling
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 5,988 (See Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 5,988 (See Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
5,988 (See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Anthony J. DiNovi
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 5,988 (See Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 5,988 (See Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
5,988 (See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Thomas M. Hagerty
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 5,988 (See Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 5,988 (See Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
5,988 (See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Warren C. Smith, Jr.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 5,988 (See Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 5,988 (See Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
5,988 (See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Seth W. Lawry
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 2,495 (See Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 2,495 (See Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
2,495 (See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Kent R. Weldon
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 1,667 (See Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 1,667 (See Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
1,667 (See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Terrence M. Mullen
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 1,327 (See Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 1,327 (See Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
1,327 (See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Todd M. Abbrecht
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 1,327 (see Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 1,327 (see Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
1,327 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Charles A. Brizius
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 998 (see Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 998 (see Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
998 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Scott L. Jaeckel
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 377 (see Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 377 (see Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
377 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Soren L. Oberg
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 377 (see Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 377 (see Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
377 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Thomas R. Shepherd
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 698 (see Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 698 (see Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
698 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Wendy L. Masler
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 104 (see Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 104 (see Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
104 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Andrew D. Flaster
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
- -
Number of
Shares 7. Sole Voting Power. 104 (see Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 104 (see Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
104 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Stephen Zachary Lee
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 260 (see Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 260 (see Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
260 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Charles W. Robins as Custodian for Jesse Albert Lee under the
Massachusetts Uniform Transfers to Minors Act
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 130 (see Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 130 (see Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
130 (see Item
5.)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Charles W. Robins as Custodian for Nathan Lee under the
Massachusetts Uniform Transfers to Minors Act
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 130 (see Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 130 (see Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
130 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Charles W. Robins
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 104 (see Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power. 520 (see Item 5)
9. Sole Dispositive Power. 104 (see Item 5)
10. Shared Dispositive Power. 520 (see Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
624 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
James Westra
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 104 (see Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 104 (see Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
104 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Thomas H. Lee Charitable Investment Limited Partnership
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. Massachusetts
Number of
Shares 7. Sole Voting Power
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power. 13,262 (see Item 5)
9. Sole Dispositive Power
Shared Dispositive Power. 13,262 (see Item 5)
10.
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
13,262 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11) Less than 1%
14. Type of reporting person (see instructions). PN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
RSL Trust
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. Massachusetts
Number of
Shares 7. Sole Voting Power
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power. 260 (see Item 5)
9. Sole Dispositive Power
10. Shared Dispositive Power. 260 (see Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
260 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions) OO
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
THL Investment Management Corp.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. Delaware
Number of
Shares 7. Sole Voting Power
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power. 2 (see Item 5)
9. Sole Dispositive Power
10. Shared Dispositive Power. 2 (see Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
2 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11) Less than 1%
14. Type of reporting person (see instructions). CO
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Gregory A. Ciongoli
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 31 (see Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 31 (see Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
31 (see item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Nancy M. Graham
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 65 (see Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 65 (see Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
65 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
P. Holden Spaht
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 63 (see Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 63 (see Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
63 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Diane M. Barriere
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [x]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
- -
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 8 (see Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 8 (see Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
8 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Kim H. Oakley
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 5 (see Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 5 (see Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
5 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Charles P. Holden
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 13 (see Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 13 (see Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
13 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
CUSIP No. 208-464-107
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Kevin F. Sullivan
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization. United States
Number of
Shares 7. Sole Voting Power. 10 (see Item 5)
Beneficially
Owned by
Each
Reporting
Person
With
8. Shared Voting Power
9. Sole Dispositive Power. 10 (see Item 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
10 (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[]
13. Percent of Class Represented by Amount in Row (11). Less than 1%
14. Type of reporting person (see instructions). IN
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, no par value per share (the "Shares") of Conseco, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 11825 North Pennsylvania Street, Carmel, Indiana 46032.
Item 2. Identity and Background.
(a) - (c) and (f)
This Schedule 13D is being filed jointly on behalf of the following
persons (collectively, the "Reporting Persons"): (1) THL Equity Advisors IV,
LLC, a Massachusetts limited liability company ("Advisors"), (2) Thomas H. Lee
Equity Fund IV, L.P., a Delaware limited partnership ("Equity Fund"), (3) Thomas
H. Lee Foreign Fund IV, L.P., a Delaware limited partnership ("Foreign Fund"),
(4) Thomas H. Lee Foreign Fund IV-B, L.P., a Delaware limited partnership
("Foreign Fund B"), (5) THL Investment Management Corp., a Massachusetts
corporation ("Management Corp."), (6) Thomas H. Lee Charitable Investment
Limited Partnership, a Massachusetts limited partnership ("Charitable
Investment"), (7) State Street Bank & Trust Company, a Massachusetts trust
company, not personally but as trustee of the 1997 Thomas H. Lee Nominee Trust
(the "Nominee Trust"), (8) Putnam Investments, Inc., a Massachusetts corporation
("Putnam"), (9) Monitor Clipper Equity Partners, L.P., a Delaware limited
partnership ("Monitor Partners"), (10) Monitor Clipper Equity Partners
(Foreign), L.P., a Delaware limited partnership ("Monitor Partners Foreign"),
(11) Monitor Clipper Partners, L.P., a Delaware limited partnership ("Monitor
Clipper Partners"), and (12) certain parties set forth on the attached Schedule
I affiliated with Thomas H. Lee Company, a Massachusetts sole proprietorship
(together with Foreign Fund, Foreign Fund B, Charitable Investment, Nominee
Trust, Putnam and Management Corp., the "Affiliate Purchasers").
The Address of Monitor Clipper Equity Partners, L.P., Monitor Clipper
Equity Partners (Foreign), L.P. and Monitor Clipper Partners, L.P. is Monitor
Clipper Partners, 25 First Street, Cambridge, Massachusetts 02141.
The Address of Putnam Investments, Inc. is Putnam Investments, Inc., One
Post Office Square, Boston, Massachusetts 02109.
The address of each of the other Reporting Persons is c/o Thomas H. Lee
Company, 75 State Street, Boston, Massachusetts 02109.
Each of Equity Fund, Foreign Fund, Foreign Fund B, Putnam, Monitor
Partners and Monitor Partners Foreign is principally engaged in the business of
investment in securities. Advisors is principally engaged in the business of
serving as general partner of Equity Fund, Foreign Fund and Foreign Fund B.
Monitor Clipper Partners is principally engaged in the business of serving as
general partner of Monitor Partners and Monitor Partners Foreign. Management
Corp. is principally engaged in the business of serving as general partner of
THL-CCI Limited Partnership, a Massachusetts limited partnership, which is
principally engaged in the business of investment in securities. Charitable
Investment is principally engaged in investment in securities. Thomas H. Lee is
the general partner of Charitable Investment and the Managing Member of Advisors
and is principally engaged in the business of investment in securities.
Attached as Schedule II to this Schedule 13D is information concerning
Management Corp. and other persons and entities as to which such information is
required to be disclosed in response to Item 2 and General Instruction C to
Schedule 13D.
(d) and (e)
None of the Reporting Persons or any of their officers or trustees has
been convicted in a criminal proceeding during the past five years (excluding
traffic violations and similar misdemeanors).
None of the Reporting Persons or any of their officers or trustees has
been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction during the past five years as a result of which it was or
is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the Amended and Restated Securities Purchase Agreement (as
defined below in Item 4), the total consideration paid by Equity Fund, Foreign
Fund, Foreign Fund B, Charitable Investment, Putnam, Monitor Partners, Monitor
Partners Foreign and the Affiliate Purchasers (collectively, the "THL Entities")
in connection with their purchase of the Issuer's Series F Common-Linked
Convertible Preferred Stock (the "Series F Stock") was $500,000,077.50.
Equity Fund, Foreign Fund, Charitable Investment, Monitor Partners and
Monitor Partners Foreign obtained funds to make the purchases described herein
through capital contributions from their partners. Putnam obtained funds to make
its purchase described herein from its working capital. The remaining Affiliate
Purchasers obtained funds from their personal accounts to make the purchases
described herein.
Item 4. Purpose of Transactions.
The THL Entities entered into the agreements discussed below
(collectively, the "Agreements") to purchase the Series F Stock for general
investment purposes. The THL Entities retain the right to change their
investment intent. Subject to market conditions and other factors, the THL
Entities may acquire or dispose of shares of the Issuer from time to time in
future open-market, privately negotiated or other transactions.
Except as set forth herein, the Reporting Persons do not have any plans
or proposals which would relate to or result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
On December 15, 1999, the Issuer and the THL Entities entered into an
Amended and Restated Securities Purchase Agreement (the "Purchase Agreement"),
pursuant to which the THL Entities purchased 2,597,403 shares of the Series F
Stock.
Pursuant to the Certificate of Designation of the Series F Stock (the
"Certificate of Designation"), filed December 14, 1999, at any time after the
date of issuance the Series F Stock held by all Reporting Persons are
convertible, in the aggregate, into 25,974,030 shares of Common Stock of the
Issuer. The Series F Stock is entitled to dividends payable in additional Series
F Stock as provided in the Certificate of Designation.
The Purchase Agreement and the Certificate of Designations discussed in
this Item 4 are filed as exhibits to this Schedule 13D and are incorporated
herein by reference. The foregoing descriptions of such documents are not
intended to be complete and are qualified in their entirety by reference to such
exhibits.
Item 5. Interest in Securities of the Issuer.
(a) and (b)
By virtue of the Purchase Agreement and the relationships among the
Reporting Persons described herein, the Reporting Persons may constitute a
"group" within the meaning of Rule 13d-5(b) under the Exchange Act. As a member
of a group, each Reporting Person may be deemed to beneficially own the Series F
Stock or Shares beneficially owned by the members of the group as a whole. As of
December 15, 1999, the Reporting Persons beneficially owned in the aggregate
25,974,030 (7.4%) of the 353,093,370 outstanding shares of common stock of the
Issuer (assuming conversion of the Series F Stock). Each of the Reporting
Persons expressly disclaims beneficial ownership of the Series F Stock held by
any other members of such group except: (1) Advisors does not disclaim
beneficial ownership of the Series F Stock held by Equity Fund, Foreign Fund or
Foreign Fund B, (2) Monitor Clipper Partners does not disclaim beneficial
ownership of the Series F Stock held by Monitor Partners and Monitor Partners
Foreign, and (4) Thomas H. Lee does not disclaim beneficial ownership of the
Series F Stock held by Advisors, Management Corp., Charitable Investment, or the
Nominee Trust.
The THL Affiliates other than Equity Fund, Foreign Fund and Foreign
Fund B acquired their Series F Stock as a co-investment required by the terms of
the partnership agreements of Equity Fund, Foreign Fund and Foreign Fund B. Such
agreements require that the THL Affiliates hold and sell their Series F Stock
and Shares on a pro rata basis.
Equity Fund has obtained direct beneficial ownership of 2,039,541
shares of the Series F Stock pursuant to the Purchase Agreement, representing
approximately 5.8% of the outstanding Shares (assuming conversion of the Series
F Stock). Equity Fund may be deemed to share with Advisors voting and
dispositive power with respect to such Series F Stock.
Foreign Fund has obtained direct beneficial ownership of 69,869 shares
of Series F Stock pursuant to the Purchase Agreement, representing approximately
0.2% of the outstanding Shares (assuming conversion of the Series F Stock).
Foreign Fund may be deemed to share with Advisors voting and dispositive power
with respect to such Series F Stock.
Foreign Fund B has obtained direct beneficial ownership of 198,087
shares of Series F Stock pursuant to the Purchase Agreement, representing
approximately 0.6% of the outstanding Shares (assuming conversation of the
Series F Stock). Foreign Fund may be deemed to share with Advisors voting and
dispositive power with respect to such Series F Stock.
Advisors, as sole general partner of Equity Fund, Foreign Fund, and
Foreign Fund B may be deemed to share voting and dispositive power with respect
to 2,307,497 Series F Stock beneficially owned by Equity Fund, Foreign Fund and
Foreign Fund B, which represents approximately 6.5% of the outstanding Shares
(assuming conversion of the Series F Stock). The filing of this Schedule 13D by
Advisors shall not be construed as an admission that Advisors is, for the
purpose of Section 13(d) of the Exchange Act, the beneficial owner of Series F
Stock held by Equity Fund, Foreign Fund and Foreign Fund B.
Charitable Investment has obtained direct beneficial ownership of
13,262 Series F Stock pursuant to the Purchase Agreement, representing less than
0.19% of the outstanding Shares (assuming conversion of the Series F Stock).
Charitable Investment may be deemed to share with its General Partner voting and
dispositive power with respect to such Series F Stock.
Thomas H. Lee, as General Director of Advisors, Chief Executive Officer
and sole shareholder of Management Corp., General Partner of Charitable
Investment, and settlor of the Nominee Trust, may be deemed to share voting and
dispositive power with respect to 2,353,475 Series F Stock beneficially owned by
such entities, which represents approximately 6.7% of the outstanding Shares
(assuming conversion of the Series F Stock). The filing of this Schedule 13D by
Thomas H. Lee shall not be construed as an admission that Thomas H. Lee is, for
the purpose of Section 13(d) of the Exchange Act, the beneficial owner of Series
F Stock held by such entities.
Monitor Clipper Partners, as sole general partner of Monitor Partners
and Monitor Partners Foreign, may be deemed to share voting and dispositive
power with respect to 155,844 Series F Stock beneficially owned by Monitor
Partners and Monitor Partners Foreign, which represents 0.4% of the outstanding
Shares (assuming conversation of the Series F Stock). Monitor Clipper Partners
acts by and through its general partner MCP GP, Inc. The stockholders and
officers and directors of MCP GP, Inc. are set forth on Schedule III to this
Schedule 13D. The filing of this Schedule 13D by Monitor Clipper Partners shall
not be construed as an admission that Monitor Clipper Partners is, for the
purpose of Section 13(d) of the Exchange Act, the beneficial owner of Series F
Stock held by Monitor Partners and Monitor Partners Foreign.
Each of the other Affiliate Purchasers has obtained beneficial
ownership of less than 1% of the outstanding Shares. Each of the Affiliate
Purchasers has sole voting and sole dispositive power with respect to such
Series F Stock beneficially owned by it. David V. Harkins may be deemed to share
voting and dispositive power over Series F Stock held by the 1995 Harkins Gift
Trust. The filing of this Schedule 13D shall not be construed as an admission
that Mr. Harkins is, for the purpose of Section 13(d) of the Exchange Act, the
beneficial owner of such Series F Stock. Charles W. Robins may be deemed to
share voting and dispositive power over Series F Stock held as Custodian for
Jesse Albert Lee, as Custodian for Nathan Lee, and as Trustee of the RSL Trust.
The filing of this Schedule 13D shall not be construed as an admission that Mr.
Robins is, for the purpose of Section 13(d) of the Exchange Act, the beneficial
owner of such Series F Stock.
(c) The responses to Items 3 and 4 of this Schedule 13D are incorporated
herein.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The responses to Items 3, 4, and 5 of this Schedule 13D and the
Exhibits to this Schedule 13D are incorporated herein by reference.
Except for the agreements described in Items 3 and 4, to the best
knowledge of the Reporting Persons, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the persons
enumerated in Item 2, and any other person, with respect to any securities of
the Issuer, including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: *Joint filing agreement among the Reporting Persons.
Exhibit 2: Amended and Restated Securities Purchase Agreement
dated as of December 15, 1999, among the Issuer and
the THL Entities (incorporated by reference to the
Issuer's 8-K filed December 15, 1999).
Exhibit 3: Certificate of Designation, Rights and Privileges
of Series F Stock filed with the Secretary of State
of Indiana on December 14, 1999 (incorporated by
reference to the Issuer's 8-K filed December 15,
1999).
Exhibit 4: Agreement by and among Thomas H. Lee Equity Fund IV,
L.P., Monitor Clipper Equity Partners, L.P. and
Monitor Clipper Equity Partners (Foreign), L.P.
dated as of December 15, 1999.
*Filed herewith.
<PAGE>
Signatures
After reasonable inquiry and to the best knowledge and belief of each
of the undersigned, such person certifies that the information set forth in this
Statement with respect to such person is true, complete and correct.
THOMAS H. LEE EQUITY FUND IV, L.P.
By: THL Equity Advisors IV, LLC, its General
Partner
By: /s/David V. Harkins
Name: David V. Harkins
Title: Managing Director
THL EQUITY ADVISORS IV, LLC
By: /s/David V. Harkins
Name: David V. Harkins
Title: Managing Director
/s/Thomas H. Lee
Thomas H. Lee
<PAGE>
MONITOR CLIPPER EQUITY PARTNERS, L.P.
By: MONITOR CLIPPER PARTNERS, L.P., its
General Partner
By: MCP GP, INC., its General Partner
By: /s/Kevin MacDonald
Authorized Signatory
MONITOR CLIPPER EQUITY PARTNERS (FOREIGN), L.P.
By: MONITOR CLIPPER PARTNERS, L.P., its
General Partner
By: MCP GP, INC., its General Partner
By: /s/Kevin MacDonald
Authorized Signatory
MONITOR CLIPPER PARTNERS, L.P.
By: MCP GP, INC., its General Partner
By: /s/Kevin MacDonald
Authorized Signatory
<PAGE>
Thomas H. Lee Foreign Fund IV, L.P., Thomas H. Lee Foreign
Fund IV-B, L.P., THL Investment Management Corp., Thomas H.
Lee Charitable Investment Limited Partnership, 1997 Thomas
H. Lee Nominee Trust, Putnam Investments, Inc., David V.
Harkins, The 1995 Harkins Gift Trust, Scott A. Schoen, C.
Hunter Boll, Scott M. Sperling, Anthony J. DiNovi, Thomas M.
Hagerty, Warren C. Smith, Jr., Seth W. Lawry, Kent R.
Weldon, Terrence M. Mullen, Todd M. Abbrecht, Charles A.
Brizius, Scott L. Jaeckel, Soren L. Oberg, Thomas R.
Shepherd, Wendy L. Masler, Andrew D. Flaster, Charles W.
Robins as Trustee of the RSL Trust, Stephen Zachary Lee,
Charles W. Robins as Custodian for Jesse Albert Lee under
the Massachusetts Uniform Transfers to Minors Act, Charles
W. Robins as Custodian for Nathan Lee under the
Massachusetts Uniform Transfers to Minors Act, Charles W.
Robins, James Westra, Gregory A. Ciongoli, Nancy M. Graham,
P. Holden Spaht, Dianne M. Barriere, Kim H. Oakley, Charles
P. Holden, Kevin F. Sullivan
By: David V. Harkins, Attorney-in-fact for the above-named
parties pursuant to powers of attorney executed in favor of
and granted and delivered to him and included in Exhibit 2
hereto.
/s/David V. Harkins
David V. Harkins,
Attorney-in-fact
<PAGE>
SCHEDULE I
David V. Harkins, The 1995 Harkins Gift Trust, Scott A. Schoen, C. Hunter Boll,
Scott M. Sperling, Anthony J. DiNovi, Thomas M. Hagerty, Warren C. Smith, Jr.,
Seth W. Lawry, Kent R. Weldon, Terence M. Mullen, Todd M. Abbrecht, Charles A.
Brizius, Scott L. Jaeckel, Soren L. Oberg, Thomas R. Shepherd, Wendy L. Masler,
Andrew D. Flaster, RSL Trust, Stephen Zachary Lee, Charles W. Robins as
Custodian for Jesse Albert Lee under the Massachusetts Uniform Transfers to
Minors Act, Charles W. Robins as Custodian for Nathan Lee under the
Massachusetts Uniform Transfers to Minors Act, Charles W. Robins, James Westra,
Gregory A. Ciongoli, Nancy M. Graham, P. Holden Spaht, Dianne M. Barriere, Kim
H. Oakley, Charles P. Holden, Kevin F. Sullivan
<PAGE>
SCHEDULE II
Each of the following individuals is a United States citizen and, with the
exception of Charles W. Robins, James Westra, Jesse Albert Lee and Nathan Lee,
is employed by the Thomas H. Lee Company, 75 State Street, Boston, Massachusetts
02109: David V. Harkins, Scott A. Schoen, C. Hunter Boll, Scott M. Sperling,
Anthony J. DiNovi, Thomas M. Hagerty, Warren C. Smith, Jr., Seth W. Lawry, Kent
R. Weldon, Terrence M. Mullen, Todd M. Abbrecht, Charles A. Brizius, Scott L.
Jaeckel, Soren L. Oberg, Thomas R. Shepherd, Wendy L. Masler, Andrew D. Flaster,
Stephen Zachary Lee, Jesse Albert Lee, Nathan Lee, Charles W. Robins, James
Westra, Gregory A. Ciongoli, Nancy M. Graham, P. Holden Spaht, Dianne M.
Barriere, Kim H. Oakley, Charles P. Holden, Kevin F. Sullivan.
Charles W. Robins and James Westra are employed by Hutchins, Wheeler &
Dittmar, a Professional Corporation, 101 Federal Street, Boston, Massachusetts
02110. Jesse Albert Lee and Nathan Lee are not employed.
Each of the following officers and trustees of THL Investment Management
Corp. is a United States citizen and, with the exception of Charles W. Robins
and James Westra, is employed by the Thomas H. Lee Company, 75 State Street,
Boston, Massachusetts 02109:
THL Investment Management Corp.
Chief Executive Officer: Thomas H. Lee
31 Old Farm Road, Lincoln, MA 01773
Chairman of the Board: Thomas H. Lee
31 Old Farm Road, Lincoln, MA 01773
President: David V. Harkins
8 Corn Point Road, Marblehead, MA 01945
Vice Presidents: C. Hunter Boll
45 Fletcher Street, Winchester, MA 01890
Anthony J. DiNovi
3 Ravine Road, Wellesley, MA 02181
Thomas M. Hagerty
256 Beacon Street, #4, Boston, MA 02116
Wendy L. Masler
11 Waverly Street, #3, Brookline, MA 02115
Scott A. Schoen
191 Kings Grant Road, Weston, MA 02193
Thomas R. Shepherd
172 Harvard Road, Stow, MA 01775
Warren C. Smith, Jr.
38 Coolidge Lane, Dedham, MA 02026
Scott M. Sperling
4 Moore Road, Wayland, MA 01778
Seth W. Lawry
370 Concord Avenue, Weston, MA 02193
Kent R. Weldon
134 West Newton Street, Boston, MA 02118
Treasurer: Wendy L. Masler
11 Waverly Street, #3, Brookline, MA 02115
Assistant Treasurer: Andrew D. Flaster
4 Fairfield Drive, Lexington, MA 02173
Clerk: Wendy L. Masler
11 Waverly Street, #3, Brookline, MA 02115
Assistant Clerks: Charles W. Robins
50 Lehigh Road, Wellesley, MA 02181
James Westra
5 Stage Hill Road, Wenham, MA 01984
<PAGE>
SCHEDULE III
List of Stockholders of MCP GP, Inc
<TABLE>
<CAPTION>
Stockholder Shares of Common Stock
<S> <C>
Michael A. Bell 17.237
Robert B. Calhoun 19.913
Eugene M. Freedman 10.638
Kevin A. Macdonald 19.152
Mark T. Thomas 15.823
William L. Young 17.237
------
Total Shares 100.00
</TABLE>
Executive Officers and Directors of MCP GP, Inc
<PAGE>
Name/Title Business Address Citizenship
Mark T. Thomas, Two Canal Park United States
President, Secretary Cambridge, MA 02141
and Director
Kevin A. Macdonald, Two Canal Park United States
Treasurer and Director Cambridge, MA 02141
Michael A. Bell Two Canal Park United States
Director Cambridge, MA 02141
Eugene M. Freedman Two Canal Park United States
Director Cambridge, MA 02141
William L. Young Two Canal Park United States
Director Cambridge, MA 02141
Robert B. Calhoun Two Canal Park United States
Director Cambridge, MA 02141
Richard C. Broyd Two Canal Park United States
Director Cambridge, MA 02141
<PAGE>
Exhibit 1 to Schedule 13D
Conseco, Inc.
JOINT FILING AGREEMENT
Agreement made this 21st day of December, 1999, by and between each of
the undersigned.
WHEREAS, each of the undersigned is required to file a Schedule 13D
with respect to ownership of securities in Conseco, Inc.; and
WHEREAS, each of the undersigned is individually eligible to use this
Schedule 13D;
NOW, THEREFORE, the undersigned agree to file only one Schedule 13D
reflecting their combined beneficial ownership of securities in Conseco, Inc.
and each of the undersigned hereby designates and appoints each of Thomas H. Lee
Equity Fund IV, L.P., David V. Harkins and Thomas M. Hagerty as its
attorney-in-fact with full power of substitution for each of them, each acting
singly, to sign, file and make any amendments to this Schedule 13D.
THOMAS H. LEE EQUITY FUND IV, L.P.
By: THL Equity Advisors IV, LLC,
its General Partner
By: /s/David V. Harkins
Name: David V. Harkins
Title: Managing Director
THL EQUITY ADVISORS IV, LLC
By: /s/David V. Harkins
Name: David V. Harkins
Title: Managing Director
/s/Thomas H. Lee
Thomas H. Lee
<PAGE>
MONITOR CLIPPER EQUITY PARTNERS, L.P.
By: MONITOR CLIPPER PARTNERS, L.P.,
its General Partner
By:MCP GP, INC., its General Partner
By: /s/Kevin MacDonald
Authorized Signatory
MONITOR CLIPPER EQUITY PARTNERS
(FOREIGN), L.P.
By: MONITOR CLIPPER PARTNERS, L.P.,
its General Partner
By: MCP GP, INC., its General Partner
By: /s/Kevin MacDonald
Authorized Signatory
MONITOR CLIPPER PARTNERS, L.P.
By: MCP GP, INC., its General Partner
By: /s/Kevin MacDonald
Authorized Signatory
<PAGE>
Thomas H. Lee Foreign Fund IV, L.P., Thomas H. Lee Foreign Fund
IV-B, L.P., THL Investment Management Corp., Thomas H. Lee
Charitable Investment Limited Partnership, 1997 Thomas H. Lee
Nominee Trust, Putnam Investments, Inc., David V. Harkins, The
1995 Harkins Gift Trust, Scott A. Schoen, C. Hunter Boll, Scott
M. Sperling, Anthony J. DiNovi, Thomas M. Hagerty, Warren C.
Smith, Jr., Seth W. Lawry, Kent R. Weldon, Terrence M. Mullen,
Todd M. Abbrecht, Charles A. Brizius, Scott L. Jaeckel, Soren L.
Oberg, Thomas R. Shepherd, Wendy L. Masler, Andrew D. Flaster,
Stephen Zachary Lee, Charles W. Robins as Trustee of the RSL
Trust, Charles W. Robins as Custodian for Jesse Albert Lee under
the Massachusetts Uniform Transfers to Minors Act, Charles W.
Robins as Custodian for Nathan Lee under the Massachusetts
Uniform Transfers to Minors Act, Charles W. Robins, James Westra,
Gregory A. Ciongoli, Nancy M. Graham, P. Holden Spaht, Dianne M.
Barriere, Kim H. Oakley, Charles P. Holden, Kevin F. Sullivan
By: David V. Harkins, Attorney-in-fact for the above-named
parties
/s/David V. Harkins
David V. Harkins,
Attorney-in-fact
