-----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, D0wmw9p1oa9Jm2G71gR3M/af6cTy6O9hGGbe8B8hFtzPBgSaKvgugjOIwEMF5Sto 19evBF0XGZ1T9+i6Cpzhnw== 0000719241-96-000067.txt : 19961224 0000719241-96-000067.hdr.sgml : 19961224 ACCESSION NUMBER: 0000719241-96-000067 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961223 EFFECTIVENESS DATE: 19961223 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSECO INC ET AL CENTRAL INDEX KEY: 0000719241 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 351468632 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-18581 FILM NUMBER: 96684854 BUSINESS ADDRESS: STREET 1: 11825 N PENNSYLVANIA ST CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 3175736100 MAIL ADDRESS: STREET 1: 11825 N PENNSYLVANIA ST CITY: CARMEL STATE: IN ZIP: 46032 FORMER COMPANY: FORMER CONFORMED NAME: SECURITY NATIONAL OF INDIANA CORP DATE OF NAME CHANGE: 19840207 S-8 1 FORM S-8 OF CONSECO, INC. As filed with the Securities and Exchange Commission on December 23, 1996 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement Under The Securities Act of 1933 CONSECO, INC. (Exact name of registrant as specified in its charter) Indiana 35-1468632 (State of Incorporation) (I.R.S. Employer Identification No.) 11825 N. Pennsylvania Street Carmel, Indiana 46032 (Address of Principal Executive Offices) (Zip Code) Transport Holdings Inc. Stock Plan (Full title of the plan) Lawrence W. Inlow 11825 N. Pennsylvania Street Carmel, Indiana 46032 (Name and address of agent for service) (317) 817-6163 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------------- Proposed Proposed Maximum Maximum Amount Offering Aggregate Title of Securities to be Price Offering Amount of to be Registered Registered Per Share Price Registration Fee - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value 322,000 shares (1) Not applicable $9,595,214 (2) $2,907.64 - ----------------------------------------------------------------------------------------------------------------------------------- (1) Subject to increase (or decrease) in accordance with Rule 416 of Regulation C to reflect a merger, consolidation, reorganization, recapitalization, stock dividend, stock split or other change in the corporate structure of the Registrant which results in a change in the number of shares issuable pursuant to outstanding awards under the Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) (1) of Regulation C, on the basis of 322,000 shares which may be purchased under options outstanding under the plan, which have an average option exercise price of $29.79880 per share.
G:\LEGAL\FORM.S-8\CNC-ATC PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The documents listed below are hereby incorporated by reference into this Registration Statement: 1. Annual Report on Form 10-K of Conseco, Inc. (the "Company" or the "Registrant") for the year ended December 31, 1995. 2. Quarterly Reports on Form 10-Q filed by the Company for the quarterly periods ended March 31, June 30 and September 30, 1996. 3. Current Reports on Form 8-K dated January 17, 1996, March 11, 1996, March 14, 1996, April 10, 1996, August 2, 1996, August 25, 1996, September 25, 1996, November 15, 1996, November 19, 1996, December 15, 1996 and December 17, 1996. 4. The description of the Company's common stock, no par value (the "Common Stock"), contained in its Registration Statement on Form 8-A filed with the Commission on August 27, 1986, including any reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for the purpose of updating such description. All documents filed subsequent to the foregoing by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities registered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. (See Item 3) Item 5. Interests of Named Experts and Counsel. Certain legal matters in connection with the securities offered hereby will be passed upon for the Company by Lawrence W. Inlow, Esq., Executive Vice President and General Counsel of the Company. Mr. Inlow holds options to purchase 1,406,900 shares of Common Stock and owns 808,174 shares of Common Stock directly and indirectly. Item 6. Indemnification of Directors and Officers. The Indiana Business Corporation Law grants authorization to Indiana corporations to indemnify officers and directors from G:\LEGAL\FORM.S-8\CNC-ATC 2 liability for their conduct if such conduct was in good faith and was in the corporation's best interests or, in the case of directors, was not opposed to such best interests, and permits the purchase of insurance in this regard. In addition, the shareholders of a corporation may approve the inclusion of other or additional indemnification provisions in the articles of incorporation and by-laws. The Code of By-Laws of the Registrant provides for the indemnification of any person made a party to any action, suit or proceeding by reason of the fact that he is a director, officer or employee of the Registrant, unless it is adjudged in such action, suit or proceeding that such person is liable for negligence or misconduct in the performance of his duties. Such indemnification shall be against the reasonable expenses, including attorneys' fees, incurred by such person in connection with the defense of such action, suit or proceeding. In some circumstances, the Registrant may reimburse any such person for the reasonable costs of settlement of any such action, suit or proceeding, if a majority of the members of the Board of Directors not involved in the controversy shall determine that it was in the interests of the Registrant that such settlement be made and that such person was not guilty of negligence or misconduct. Item 7. Exemption from Registration Claimed. Not Applicable Item 8. Exhibits. See the Exhibit Index immediately following the signature pages to this Registration Statement. Item 9. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; G:\LEGAL\FORM.S-8\CNC-ATC 3 Provided, however, that paragraphs (1)(i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement. (2) That, for the purpose of determining any liability under the Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. G:\LEGAL\FORM.S-8\CNC-ATC 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carmel, State of Indiana, on the 23rd day of December, 1996. CONSECO, INC. By: /s/ LAWRENCE W. INLOW ------------------------- Lawrence W. Inlow Executive Vice President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signatures Title (Capacity) Date ---------- ---------------- ---- * Chairman of the December 23, 1996 - ---------------------- Stephen C. Hilbert Board, President and Chief Executive Officer (Principal Executive Officer) * Executive Vice December 23, 1996 - ----------------------- Rollin M. Dick President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer) * Director December 23, 1996 - ----------------------- Ngaire E. Cuneo * Director December 23, 1996 - ----------------------- David R. Decatur * Director December 23, 1996 - ----------------------- Louis P. Ferrero * Director December 23, 1996 - ----------------------- Donald F. Gongaware G:\LEGAL\FORM.S-8\CNC-ATC 5 * Director December 23, 1996 - ----------------------- M. Phil Hathaway * Director December 23, 1996 - ----------------------- James D. Massey * Director December 23, 1996 - ----------------------- Dennis E. Murray, Sr. *By: /s/ KARL W. KINDIG ---------------------- Karl W. Kindig Attorney-in-Fact
G:\LEGAL\FORM.S-8\CNC-ATC 6 EXHIBITS Exhibit No. 4(a) Transport Holdings Inc. Stock Plan was filed as an exhibit to the Form 8-K dated September 29, 1995 of Transport Holdings Inc. and is incorporated herein by reference. 4(b) Amended and Restated Articles of Incorporation of the Registrant were filed with the Commission as Exhibit 3.1 to the Registration Statement on Form S-2, No. 33-8498; Articles of Amendment thereto, as filed September 9, 1988 with the Indiana Secretary of State, were filed with the Commission as Exhibit 3.1.1 to the Registrant's Annual Report on Form 10- K for 1988; Articles of Amendment thereto, as filed June 13, 1989 with the Indiana Secretary of State, were filed with the Commission as Exhibit 3.1.2 to the Registrant's Report on Form 10-Q for the quarter ended June 30, 1989; Articles of Amendment thereto, as filed June 29, 1993 with the Indiana Secretary of State, were filed with the Commission as Exhibit 3.1.3 to the Registrant's Report on Form 10-Q for the quarter ended June 30, 1993; and Articles of Amendment thereto relating to the PRIDES were filed with the Commission as Exhibit 3.(i).3 to the Registrant's Report on Form 8-K dated January 17, 1996, and are incorporated herein by this reference. 5(a) Opinion of Counsel re: legality 23(a) Consent of Counsel [See Exhibit 5(a)] 23(b) Consent of Independent Accountants 24 Powers of Attorney of Stephen C. Hilbert, Rollin M. Dick, Ngaire E. Cuneo, David R. DeCatur, Louis P. Ferrero, Donald F. Gongaware, M. Phil Hathaway, James D. Massey and Dennis E. Murray, Sr. EX-5.A 2 OPINION AND CONSENT OF COUNSEL Exhibit 5(a) December 23, 1996 Board of Directors Conseco, Inc. 11825 N. Pennsylvania Street Carmel, Indiana 46032 Re: Conseco, Inc. Registration Statement on Form S-8 Gentlemen and Madam: I am Executive Vice President and General Counsel for Conseco, Inc., an Indiana corporation (the "Company"), and in such capacity, I exercise general supervision over the Company's legal affairs. I and lawyers over whom I exercise general supervision ("we") have acted as counsel to the Company in connection with the Registration Statement on Form S-8 concerning shares of common stock, no par value, of the Company ("Common Stock") to be issued in connection with the Transport Holdings Inc. Stock Plan (the "Plan"). In connection with our representation, we have examined the corporate records of the Company, including its Amended and Restated Articles of Incorporation, as amended, By-Laws and other corporate records and documents and have made such other examinations as we consider necessary to render this opinion. Based upon the foregoing, I am of the opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Indiana. 2. The Plan and the shares of Common Stock covered by the Plan have been duly authorized by all requisite corporate action. 3. With respect to the authorized but unissued shares of Common Stock covered by the Plan, such shares, when issued in accordance with the terms and provisions for their issuance, will be validly issued, fully paid and non-assessable. I consent to the filing of this opinion as an exhibit to the registration statement referred to above and to all references to me in such registration statement. Very truly yours, /s/ Lawrence W. Inlow EX-23.B 3 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23(b) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Conseco, Inc. on Form S-8 (File No. 333-00000), of our reports dated March 20, 1996 on our audits of the consolidated financial statements and financial statement schedules of Conseco, Inc. and subsidiaries as of December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994 and 1993, included in the Annual Report on Form 10-K. /s/ COOPERS & LYBRAND L.L.P. ---------------------------- COOPERS & LYBRAND L.L.P Indianapolis, Indiana December 23, 1996 EX-24 4 POWERS OF ATTORNEY Exhibit 24 POWER OF ATTORNEY The undersigned hereby appoints Lawrence W. Inlow, Karl W. Kindig and Kathleen S. Kiefer, and each of them, any of whom may act without the joinder of the others, as his attorney-in-fact to sign on his behalf, in any and all capacities, the Registration Statement to which this Power of Attorney is an exhibit and to file the Registration Statement and all amendments and post-effective amendments to the Registration Statement and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming all that each said attorney-in-fact lawfully does or causes to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 23rd day of December, 1996. /s/ Stephen C. Hilbert ---------------------- Stephen C. Hilbert G:\LEGAL\EXHIBITS\FORMS-8.EXH POWER OF ATTORNEY The undersigned hereby appoints Lawrence W. Inlow, Karl W. Kindig and Kathleen S. Kiefer, and each of them, any of whom may act without the joinder of the others, as his attorney-in-fact to sign on his behalf, in any and all capacities, the Registration Statement to which this Power of Attorney is an exhibit and to file the Registration Statement and all amendments and post-effective amendments to the Registration Statement and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming all that each said attorney-in-fact lawfully does or causes to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 23rd day of December, 1996. /s/ Rollin M. Dick ------------------ Rollin M. Dick G:\LEGAL\EXHIBITS\FORMS-8.EXH POWER OF ATTORNEY The undersigned hereby appoints Lawrence W. Inlow, Karl W. Kindig and Kathleen S. Kiefer, and each of them, any of whom may act without the joinder of the others, as her attorney-in-fact to sign on her behalf, in any and all capacities, the Registration Statement to which this Power of Attorney is an exhibit and to file the Registration Statement and all amendments and post-effective amendments to the Registration Statement and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming all that each said attorney-in-fact lawfully does or causes to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 23rd day of December, 1996. /s/ Ngaire E. Cuneo ------------------- Ngaire E. Cuneo G:\LEGAL\EXHIBITS\FORMS-8.EXH POWER OF ATTORNEY The undersigned hereby appoints Lawrence W. Inlow, Karl W. Kindig and Kathleen S. Kiefer, and each of them, any of whom may act without the joinder of the others, as his attorney-in-fact to sign on his behalf, in any and all capacities, the Registration Statement to which this Power of Attorney is an exhibit and to file the Registration Statement and all amendments and post-effective amendments to the Registration Statement and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming all that each said attorney-in-fact lawfully does or causes to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 23rd day of December, 1996. /s/ David R. Decatur -------------------- David R. Decatur G:\LEGAL\EXHIBITS\FORMS-8.EXH POWER OF ATTORNEY The undersigned hereby appoints Lawrence W. Inlow, Karl W. Kindig and Kathleen S. Kiefer, and each of them, any of whom may act without the joinder of the others, as his attorney-in-fact to sign on his behalf, in any and all capacities, the Registration Statement to which this Power of Attorney is an exhibit and to file the Registration Statement and all amendments and post-effective amendments to the Registration Statement and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming all that each said attorney-in-fact lawfully does or causes to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 23rd day of December, 1996. /s/ Louis P. Ferrero --------------------- Louis P. Ferrero G:\LEGAL\EXHIBITS\FORMS-8.EXH POWER OF ATTORNEY The undersigned hereby appoints Lawrence W. Inlow, Karl W. Kindig and Kathleen S. Kiefer, and each of them, any of whom may act without the joinder of the others, as his attorney-in-fact to sign on his behalf, in any and all capacities, the Registration Statement to which this Power of Attorney is an exhibit and to file the Registration Statement and all amendments and post-effective amendments to the Registration Statement and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming all that each said attorney-in-fact lawfully does or causes to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 23rd day of December, 1996. /s/ Donald F. Gongaware ----------------------- Donald F. Gongaware G:\LEGAL\EXHIBITS\FORMS-8.EXH POWER OF ATTORNEY The undersigned hereby appoints Lawrence W. Inlow, Karl W. Kindig and Kathleen S. Kiefer, and each of them, any of whom may act without the joinder of the others, as his attorney-in-fact to sign on his behalf, in any and all capacities, the Registration Statement to which this Power of Attorney is an exhibit and to file the Registration Statement and all amendments and post-effective amendments to the Registration Statement and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming all that each said attorney-in-fact lawfully does or causes to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 23rd day of December, 1996. /s/ M. Phil Hathaway -------------------- M. Phil Hathaway G:\LEGAL\EXHIBITS\FORMS-8.EXH POWER OF ATTORNEY The undersigned hereby appoints Lawrence W. Inlow, Karl W. Kindig and Kathleen S. Kiefer, and each of them, any of whom may act without the joinder of the others, as his attorney-in-fact to sign on his behalf, in any and all capacities, the Registration Statement to which this Power of Attorney is an exhibit and to file the Registration Statement and all amendments and post-effective amendments to the Registration Statement and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming all that each said attorney-in-fact lawfully does or causes to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 23rd day of December, 1996. /s/ James D. Massey ------------------- James D. Massey G:\LEGAL\EXHIBITS\FORMS-8.EXH POWER OF ATTORNEY The undersigned hereby appoints Lawrence W. Inlow, Karl W. Kindig and Kathleen S. Kiefer, and each of them, any of whom may act without the joinder of the others, as his attorney-in-fact to sign on his behalf, in any and all capacities, the Registration Statement to which this Power of Attorney is an exhibit and to file the Registration Statement and all amendments and post-effective amendments to the Registration Statement and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming all that each said attorney-in-fact lawfully does or causes to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 23rd day of December, 1996. /s/ Dennis E. Murray, Sr. ------------------------- Dennis E. Murray, Sr. G:\LEGAL\EXHIBITS\FORMS-8.EXH -----END PRIVACY-ENHANCED MESSAGE-----