<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[ ] Definitive proxy statement.
[x] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
CONSECO, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
--------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------------------------
<PAGE> 2
CONSECO LOGO
SUPPLEMENT
DATED JUNE 8, 2000
TO
PROXY STATEMENT
OF
CONSECO, INC.
INTRODUCTION
This supplement is being provided to holders of Common Stock and Series F
Common-Linked Convertible Preferred Stock of Conseco, Inc., an Indiana
corporation ("Conseco" or the "Company"), for the purpose of supplementing the
Proxy Statement dated May 23, 2000, which was furnished to holders of Conseco
Voting Stock in connection with the solicitation of proxies by the Board of
Directors of Conseco for use at the Annual Meeting of Shareholders of Conseco
(the "Annual Meeting"). The Annual Meeting is scheduled to be held on June 23,
2000, at the Conseco Conference Center, 530 College Drive, Carmel, Indiana,
commencing at 11:00 a.m., local time.
As more fully described in the Proxy Statement, at the Annual Meeting you
will be asked to vote on the election of four directors to serve until the 2003
Annual Meeting of Shareholders and a shareholder proposal.
The purpose of this supplement is to update certain information in the
Proxy Statement to reflect recent developments concerning Conseco's stock
purchase plans.
This supplement is first being mailed to shareholders on or about June 8,
2000. This supplement should be read in conjunction with Conseco's Proxy
Statement dated May 23, 2000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As reported in the Proxy Statement, Conseco has adopted stock purchase
plans (the "Purchase Plans") to encourage direct, long-term ownership of Common
Stock by Directors, executive officers and certain key employees. Purchases of
Common Stock under the Purchase Plans were financed by personal loans made to
the participants from banks. The loans are secured by the Common Stock purchased
and are guaranteed by Conseco. Conseco has recourse to the participants if it
incurs a loss under its guarantee. The Proxy Statement discloses for each Named
Officer, Director and executive officer (or by affiliated trusts or limited
partnerships of such person) the aggregate number of shares of Common Stock
purchased, the largest aggregate amount owed on the guaranteed bank loans during
1999 and the aggregate principal balances on May 8, 2000. Conseco and the
participants in its 1999 Director and Executive Officer Stock Purchase Plan (the
"1999 Plan") recently refinanced approximately $145 million principal amount of
the guaranteed bank loans. Another $5 million principal amount of the guaranteed
loans made in the 1999 Plan were repaid after May 8, 2000. The following
participants paid the amounts indicated on their loans under the 1999 Plan after
May 8, 2000: Mr. Coss -- $4,689,833; Mr. Hathaway -- $212,585; Mr.
Mutz -- $59,442; and Mr. Sabl -- $212,585. The interest rate on the refinanced
loans was increased to prime plus 1.50% or LIBOR plus 2.50%. At the same time as
the refinancing of the guaranteed bank loans, Conseco entered into a new $155
million additional
<PAGE> 3
working capital facility. Conseco granted a security interest in most of its
assets to secure its guarantee of the refinanced loans and the new working
capital facility.
The refinancing of the guaranteed bank loans under the 1999 Plan was
approved by a special committee of the Board of Directors consisting of
directors who either had never been participants in the 1999 Plan or who had
repaid their 1999 Plan loans in full. The special committee also approved
continuing to advance interest and fees payable on the refinanced loans to the
participants in the 1999 Plan through September 1, 2000.
VOTING PROCEDURES
Enclosed for your convenience is an additional proxy card. If you have not
already voted or would like to change your vote, please complete, sign, date and
promptly return the enclosed proxy card in the enclosed envelope. If we receive
the enclosed proxy card, duly executed and dated, prior to the Annual Meeting,
any proxy that you previously granted will be, without further action, revoked.
Any proxy previously granted to us may also be revoked by delivering written
notice of revocation to the Secretary of Conseco, prior to the time voting is
declared closed or by attending the Annual Meeting and voting in person.
IF YOU HAVE ALREADY RETURNED A PROXY CARD AND DO NOT WISH TO
CHANGE YOUR VOTE, NO FURTHER ACTION IS REQUIRED.
If you require an additional copy of the Proxy Statement, please contact us
at 317/817-2893. Please address all written requests to Conseco, Inc., 11825
North Pennsylvania Street, Carmel, Indiana 46032, Attention: Investor Relations.
Carmel, Indiana
June 8, 2000
