8-K 1 form8k.htm LAUNCH OF S-1 form8k.htm



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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):  December 14, 2009

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CONSECO, INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
001-31792
75-3108137
(State or Other
 Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer
 Identification No.)
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)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







 
 
 

 
 





Item 7.01.
Regulation FD Disclosure.

    On December 14, 2009, Conseco, Inc. (the “Company”) announced that it has commenced an underwritten public offering of 45,000,000 shares of its common stock.  The Company intends to grant the underwriters a 30-day option to purchase up to an additional 4,500,000 shares of the Company’s common stock.  The shares will be issued pursuant to a prospectus filed as part of a registration statement previously filed with the Securities and Exchange Commission on Form S-1.  Morgan Stanley & Co. Incorporated is acting as bookrunning manager and Credit Suisse Securities (USA) LLC, FBR Capital Markets & Co. and Macquarie Capital (USA) Inc. are acting as co-managers.  A copy of the Company's press release is attached hereto as Exhibit 99.1.

The information contained under Item 7.01 in this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01(d).
Financial Statements and Exhibits.

The following material is furnished as an exhibit to this Current Report on Form 8-K:

99.1
Press release of Conseco, Inc. dated December 14, 2009.
 








 
 
 
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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.
   
 
Date: December 14, 2009
 
 
 
By:
 
 
/s/ John R. Kline
     
John R. Kline
     
Senior Vice President and
Chief Accounting Officer
     






 

 
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