UNITED STATES Sec File Number
SECURITIES AND EXCHANGE COMMISSION 1-9250
Washington, D.C. 20549
Cusip Number
FORM 12b-25 208464 10 7
NOTIFICATION OF LATE FILING
(Check One)
X Form 10-K or KSB ___ Form 20-F ___ Form 11-K ___ Form 10-Q or QSB
___ Form N-SAR
For Period Ended: DECEMBER 31, 1999
[ ] Transition Report on Form 10-K or KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Tansition Report on Form 10-Q or QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:____________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the form shall be construed to imply that the Commission
has verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
N/A
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PART I - REGISTRANT INFORMATION
CONSECO, INC.
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Full Name of Registrant
N/A
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Former Name if Applicable
11825 N. Pennsylvania St.
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Address of Principal Executive Office (STREET AND NUMBER)
Carmel, IN 46032
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City, State and Zip Code
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PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check appropriate box)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, 10-KSB, 20-F, 11-K, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q or 10-QSB, or portion
thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 10-KSB, 11-K,
10-Q, 10-QSB, N-SAR, or the transition report or portion thereof, could not be
filed with the prescribed time period. (Attach Extra Sheets if Needed)
The Registrant's Annual Report on Form 10-K for the year ended December 31, 1999
cannot be completed within the prescribed time period because the Registrant is
experiencing a delay in finalizing the financial statements to be included in
such Form 10-K. In connection therewith, the Registrant is continuing to review
the value of the interest-only securities of its wholly owned subsidiary,
Conseco Finance Corp., and expects to record a noncash charge, estimated at
approximately $350 million (after taxes), to write down the carrying value of
those securities. The actual amount, which will reduce previously announced
earnings for 1999, will be determined prior to the conclusion of the 1999 audit.
The Registrant's Annual Report on Form 10-K will be filed as soon as practicable
thereafter.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
John J. Sabl (317) 817-6163
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such reports been
filed? If answer is no identify report(s).
X Yes __ No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
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reflected by the earnings statements to be included in the subject
report or portion thereof? X Yes __ No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
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CONSECO, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 2000 By: /s/ ROLLIN M. DICK
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Rollin M. Dick, Executive Vice President
and Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the persons
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
<PAGE>
CONSECO, INC.
Rider to Form 12b-25
Commission File No. 1-9250
Dated March 31, 2000
The Registrant anticipates significant changes in the results of operations from
1998 to 1999. Net income for 1998 was $509.7 million and net income for 1999,
previously announced at $962.6 million, would be reduced by the amount of a
noncash charge (estimated at approximately $350 million, after taxes) to write
down the carrying value of the Registrant's interest-only securities.
All statements, trend analyses and other information contained in this report
and elsewhere (such as in filings by Conseco with the Securities and Exchange
Commission, press releases, presentations by Conseco or its management or oral
statements) relative to markets for Conseco's products and trends in Conseco's
operations or financial results, as well as other statements including words
such as "anticipate," "believe," "plan," "estimate," "expect," "intend,"
"should," "could," "goal," "target," "on track," "comfortable with," and other
similar expressions, constitute forward-looking statements under the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
subject to known and unknown risks, uncertainties and other factors which may
cause actual results to be materially different from those contemplated by the
forward-looking statements. Such factors include, among other things: (i)
general economic conditions and other factors, including prevailing interest
rate levels, stock and credit market performance and health care inflation,
which may affect (among other things) Conseco's ability to sell its products,
its ability to make loans and access capital resources and the costs associated
therewith, the market value of Conseco's investments, the lapse rate and
profitability of policies, and the level of defaults and prepayments of loans
made by Conseco; (ii) Conseco's ability to achieve anticipated synergies and
levels of operational efficiencies; (iii) customer response to new products,
distribution channels and marketing initiatives; (iv) mortality, morbidity,
usage of health care services and other factors which may affect the
profitability of Conseco's insurance products; (v) performance of our
investments; (vi) changes in the Federal income tax laws and regulations which
may affect the relative tax advantages of some of Conseco's products; (vii)
increasing competition in the sale of insurance and annuities and in the finance
business; (viii) regulatory changes or actions, including those relating to
regulation of financial services affecting (among other things) bank sales and
underwriting of insurance products, regulation of the sale, underwriting and
pricing of insurance products, and health care regulation affecting health
insurance products; (ix) the outcome of the contemplated sale process relating
to Conseco Finance Corp.; and (x) the risk factors or uncertainties listed from
time to time in Conseco's filings with the Securities and Exchange Commission.
