FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CONSECO FINANCING TRUST VII
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(Exact name of registrant as specified in its charter)
Delaware 35-6653359
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(State of incorporation) (I.R.S. Employer
Identification No.)
11825 North Pennsylvania Street
Carmel, Indiana 46032
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(Address of principal executive offices) (Zip Code)
CONSECO, INC.
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(Exact name of registrant as specified in its charter)
Indiana 35-1468632
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(State of incorporation) (I.R.S. Employer
Identification No.)
11825 North Pennsylvania Street
Carmel, Indiana 46032
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-56611.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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9.44% Trust Originated New York Stock Exchange, Inc.
Preferred Securities (and
the Guarantee by Conseco,
Inc. with respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The title of the class of securities to be registered hereunder is
9.44% Trust Originated Preferred Securities (the "TOPrS"). The TOPrS
will be issued by Conseco Financing Trust VII and guaranteed by
Conseco, Inc. ("Conseco") to the extent set forth in the Preferred
Securities Guarantee Agreement described below. A description of the
TOPrS is set forth in the Registration Statement on Form S-3 (File No.
333-56611), filed with the Securities and Exchange Commission (the
"Commission") on June 11, 1998 as amended by Pre-Effective Amendment
No. 1 thereto filed on June 22, 1998 and declared effective by the
Commission on June 22, 1998 and by Post-Effective Amendment No. 1
thereto filed on August 4, 1998 and declared effective on August 6,
1998 (as amended, the "Registration Statement") under the captions
"Description of Debt Securities," "Description of Preferred Securities"
and "Description of the Trust Guarantees" and in the Prospectus
Supplement relating thereto dated August 26, 1999 filed with the
Commission on August 27, 1999 pursuant to Rule 424(b)(2) under the
Securities Act of 1933, as amended, under the captions "Description of
Securities," "Certain Terms of the Preferred Securities" and "Certain
Terms of the Debentures," which description is hereby incorporated by
reference herein. Any form of prospectus or prospectus supplement that
includes such description that is subsequently filed by the registrant
as part of an amendment to the Registration Statement or otherwise
pursuant to Rule 424(b) under the Securities Act is hereby incorporated
by reference herein.
Item 2. Exhibits.
1. Certificate of Trust of Conseco Financing Trust VII (incorporated
herein by reference to Exhibit 4.8 to the Registration Statement on
Form S-3 (file number 333-27803) (the "1997 Registration
Statement")).
2. Declaration of Trust of Conseco Financing Trust VII (incorporated
herein by reference to Exhibit 4.9 to the 1997 Registration
Statement).
3. Amended and Restated Declaration of Trust of Conseco Financing
Trust VII (incorporated by reference to Exhibit 4.27.3 to the Form
8-K of Conseco filed August 31, 1999 (the "Conseco 8-K")).
4. Global Certificates for Preferred Securities of Conseco
Financing Trust VII (incorporated herein by reference to Exhibit
4.27.4 to the Conseco 8-K).
5. Subordinated Indenture dated as of November 14, 1996 between
Conseco, Inc. and Fleet National Bank, as Trustee (incorporated
herein by reference to the Form 8-K of Conseco dated November 19,
1996).
6. Sixth Supplemental Indenture to Subordinated Indenture between
Conseco, Inc. and State Street Bank and Trust Company (successor to
Fleet National Bank), as Trustee (incorporated herein by reference
to Exhibit 4.27.1 to the Conseco 8-K).
7. 9.44% Subordinated Deferrable Interest Debentures due 2029
(incorporated herein by reference to Exhibit 4.27.2 to the Conseco
8-K).
8. Preferred Securities Guarantee Agreement between State Street Bank
and Trust Company, as Trustee, and Conseco, Inc. (incorporated
herein by reference to Exhibit 4.27.5 to the Conseco 8-K).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
DATE: August 31, 1999 CONSECO FINANCING TRUST VII
By: /s/ Rollin M. Dick
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Rollin M. Dick, Trustee
CONSECO, INC.
By: /s/ Rollin M. Dick
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Rollin M. Dick, Executive
Vice President
