-----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, QonGyKrFVzXTPko3GvRX7F4s7iRPe7swKIBOng4hi169Q2Ic0oyV53oZo/D15py7 W1DRxwjiX4Z0ZApl8pZekg== 0000719241-99-000028.txt : 19990901 0000719241-99-000028.hdr.sgml : 19990901 ACCESSION NUMBER: 0000719241-99-000028 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSECO FINANCING TRUST VII CENTRAL INDEX KEY: 0001049901 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-15269 FILM NUMBER: 99703604 BUSINESS ADDRESS: STREET 1: 11825 N. PENNSYLVANIA ST. CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 3178176100 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSECO INC 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: 8-A12B SEC ACT: SEC FILE NUMBER: 001-15269-01 FILM NUMBER: 99703605 BUSINESS ADDRESS: STREET 1: 11825 N PENNSYLVANIA ST CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 3178176100 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 8-A12B 1 FORM 8-A FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CONSECO FINANCING TRUST VII ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 35-6653359 ------------------------ ------------------ (State of incorporation) (I.R.S. Employer Identification No.) 11825 North Pennsylvania Street Carmel, Indiana 46032 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) CONSECO, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Indiana 35-1468632 ------------------------ ---------------- (State of incorporation) (I.R.S. Employer Identification No.) 11825 North Pennsylvania Street Carmel, Indiana 46032 ---------------------------------- ---------- (Address of principal executive offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-56611. Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------- 9.44% Trust Originated New York Stock Exchange, Inc. Preferred Securities (and the Guarantee by Conseco, Inc. with respect thereto) Securities to be registered pursuant to Section 12(g) of the Act: None Item 1. Description of Registrant's Securities to be Registered. The title of the class of securities to be registered hereunder is 9.44% Trust Originated Preferred Securities (the "TOPrS"). The TOPrS will be issued by Conseco Financing Trust VII and guaranteed by Conseco, Inc. ("Conseco") to the extent set forth in the Preferred Securities Guarantee Agreement described below. A description of the TOPrS is set forth in the Registration Statement on Form S-3 (File No. 333-56611), filed with the Securities and Exchange Commission (the "Commission") on June 11, 1998 as amended by Pre-Effective Amendment No. 1 thereto filed on June 22, 1998 and declared effective by the Commission on June 22, 1998 and by Post-Effective Amendment No. 1 thereto filed on August 4, 1998 and declared effective on August 6, 1998 (as amended, the "Registration Statement") under the captions "Description of Debt Securities," "Description of Preferred Securities" and "Description of the Trust Guarantees" and in the Prospectus Supplement relating thereto dated August 26, 1999 filed with the Commission on August 27, 1999 pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended, under the captions "Description of Securities," "Certain Terms of the Preferred Securities" and "Certain Terms of the Debentures," which description is hereby incorporated by reference herein. Any form of prospectus or prospectus supplement that includes such description that is subsequently filed by the registrant as part of an amendment to the Registration Statement or otherwise pursuant to Rule 424(b) under the Securities Act is hereby incorporated by reference herein. Item 2. Exhibits. 1. Certificate of Trust of Conseco Financing Trust VII (incorporated herein by reference to Exhibit 4.8 to the Registration Statement on Form S-3 (file number 333-27803) (the "1997 Registration Statement")). 2. Declaration of Trust of Conseco Financing Trust VII (incorporated herein by reference to Exhibit 4.9 to the 1997 Registration Statement). 3. Amended and Restated Declaration of Trust of Conseco Financing Trust VII (incorporated by reference to Exhibit 4.27.3 to the Form 8-K of Conseco filed August 31, 1999 (the "Conseco 8-K")). 4. Global Certificates for Preferred Securities of Conseco Financing Trust VII (incorporated herein by reference to Exhibit 4.27.4 to the Conseco 8-K). 5. Subordinated Indenture dated as of November 14, 1996 between Conseco, Inc. and Fleet National Bank, as Trustee (incorporated herein by reference to the Form 8-K of Conseco dated November 19, 1996). 6. Sixth Supplemental Indenture to Subordinated Indenture between Conseco, Inc. and State Street Bank and Trust Company (successor to Fleet National Bank), as Trustee (incorporated herein by reference to Exhibit 4.27.1 to the Conseco 8-K). 7. 9.44% Subordinated Deferrable Interest Debentures due 2029 (incorporated herein by reference to Exhibit 4.27.2 to the Conseco 8-K). 8. Preferred Securities Guarantee Agreement between State Street Bank and Trust Company, as Trustee, and Conseco, Inc. (incorporated herein by reference to Exhibit 4.27.5 to the Conseco 8-K). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. DATE: August 31, 1999 CONSECO FINANCING TRUST VII By: /s/ Rollin M. Dick ------------------------------------ Rollin M. Dick, Trustee CONSECO, INC. By: /s/ Rollin M. Dick ------------------------------------ Rollin M. Dick, Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----