-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HVFjq7nT7leQOWrdA22BProKKKAkxbB7mAXc+j8CIXV0H/5OiCvKtxAMNqkbeb8+ JJvzze+xqm4VLQPYoYNWaw== 0001224608-04-000024.txt : 20040512 0001224608-04-000024.hdr.sgml : 20040512 20040512123924 ACCESSION NUMBER: 0001224608-04-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040512 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSECO INC CENTRAL INDEX KEY: 0001224608 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 753108137 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31792 FILM NUMBER: 04798458 BUSINESS ADDRESS: STREET 1: 11825 N PENNSYLVANIA ST CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 3178176100 MAIL ADDRESS: STREET 1: 11825 NORTH PENNSYLVANIA STREET CITY: CARMEL STATE: IN ZIP: 46032 8-K 1 cnc.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 ----------- Date of Report (Date of earliest event reported): May 12, 2004 CONSECO, INC. (Exact name of registrant as specified in its charter) Delaware 001-31792 75-3108137 - ---------------------- ---------------- -------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) organization) 11825 North Pennsylvania Street Carmel, Indiana 46032 - -------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (317) 817-6100 ------------------------- (Registrant's telephone number, including area code) Not Applicable ---------------- (Former name or former address, if changed since last report) Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Press release of Conseco, Inc. issued May 12, 2004. Item 9. Regulation FD Disclosure. On May 12, 2004, Conseco, Inc. (the "Company") announced that it was calling for redemption all of the issued and outstanding shares of its class A senior cumulative convertible exchangeable preferred stock on the redemption date of June 11, 2004. The Company will pay a redemption price of $25.72916 per share of class A preferred stock. To fund the redemption, the Company is using a portion of the proceeds it received from the offerings of 44,000,000 shares of its common stock and 24,000,000 shares of its 5.50% class B mandatorily convertible preferred stock that it completed on May 12, 2004. A copy of the Company's press release is filed as Exhibit 99.1 to this Current Report on Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. CONSECO, INC. May 12, 2004 By: /s/ William J. Shea ------------------------ William J. Shea President and Chief Executive Officer EX-99 2 redemption.txt EXHIBIT 99.1 Exhibit 99.1 NEWS For Release Immediate Contacts (News Media) Jim Rosensteele, SVP, Marketing Communications 317.817.4418 (Investors) Tammy Hill, SVP, Investor Relations 317.817.2893 Conseco to Redeem All Issued and Outstanding Shares of Class A Senior Cumulative Convertible Exchangeable Preferred Stock Carmel, Ind., May 12, 2004-- Conseco, Inc. (NYSE: CNO) today announced that it was calling for redemption all of the issued and outstanding shares of its class A senior cumulative convertible exchangeable preferred stock (OTCBB: CNSJP) on the redemption date of June 11, 2004. Conseco will pay a redemption price of $25.72916 per share of class A preferred stock. This represents a liquidation preference of $25.00 per share plus accrued and unpaid dividends to the redemption date of $0.72916 per share. The redemption price is payable in cash without interest. To fund the redemption, Conseco is using a portion of the proceeds it received from the offerings of 44,000,000 shares of its common stock and 24,000,000 shares of its 5.50% class B mandatorily convertible preferred stock that it completed on May 12, 2004. On May 12, 2004, Conseco deposited the aggregate redemption price in trust for the holders of the class A preferred stock with Wachovia Bank, N.A. As a result, from and after the close of business on May 12, 2004, the class A preferred stock shall not be deemed to be outstanding and the rights of the holders of the class A preferred stock shall be limited to the right to receive the redemption price, upon surrender of the certificates representing the class A preferred stock as set forth in the redemption notice. A redemption notice has been delivered to holders of record of the class A preferred stock as of May 12, 2004. Questions relating to the notice should be directed to Wachovia Bank, N.A. at (800) 829-8432. Conseco, Inc.'s insurance companies help protect working American families and seniors from financial adversity: Medicare supplement, long-term care, cancer, heart/stroke and accident policies protect people against major unplanned expenses; annuities and life insurance products help people plan for their financial future. For more information, visit Conseco's web site at www.conseco.com. - # # # # - -----END PRIVACY-ENHANCED MESSAGE-----