U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
1-9250
(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 2002
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this 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:
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Part I--Registrant Information
Full Name of Registrant
Conseco, Inc.
Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
11825 N. Pennsylvania Street
City, State and Zip Code
Carmel, IN 46032
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 box if appropriate)
(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, Form 20-F, 11-K or 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 or transition report on Form 10-Q, 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 Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period. (Attach Extra Sheets if
Needed)
See attached Exhibit A.
-2-
Part IV--Other Information
(1) Name and telephone number of person to contact in regard to this
notification
John R. Kline (317) 817-6144
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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 report(s) been filed? If the 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 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.
See attached Exhibit B.
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
thereunto duly authorized.
Date: March 31, 2003 By: /s/ Eugene M. Bullis
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Eugene M. Bullis
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 person
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.
CONSECO, INC.
Exhibit A to Form 12b-25
Commission File No. 1-9250
Dated March 31, 2003
The Registrant's Annual Report on Form 10-K for the year ended December 31,
2002 cannot be completed within the prescribed time period because the
Registrant is experiencing a delay in finalizing the consolidated financial
statements and Management's Discussion and Analysis of Financial Condition and
Results of Operations to be included in such Form 10-K. The Registrant and
several of its subsidiaries, including Conseco Finance Corp., filed voluntary
petitions for reorganization under Chapter 11 of Title 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the Northern District
of Illinois ("Bankruptcy Court") on December 17, 2002. After that date,
significant resources of Conseco Finance Corp. have been devoted to the process
of selling its business and assets through an auction process which was
completed on March 14, 2003, when the Bankruptcy Court approved the terms of the
sale. In addition, the Registrant is continuing to review the fourth quarter
2002 operating results of Conseco Finance Corp., including a review of the
retained interests in securitization trusts (including interest-only
securities). The Registrant expects to record a noncash charge in the fourth
quarter of 2002 of approximately $800 million, to further write down the
carrying value of those securities. The actual amounts will be determined when
the valuation procedures are completed. The Registrant's Annual Report on Form
10-K will be filed as soon as practicable thereafter.
CONSECO, INC.
Exhibit B to Form 12b-25
Commission File No. 1-9250
Dated March 31, 2003
The Registrant anticipates that its Form 10-K will reflect significant
changes in the results of operations for the year ended December 31, 2002. The
net loss applicable to common stock for 2001 was $418.7 million. The net loss
applicable to common stock for 2002 is expected to be approximately $7.4
billion. The actual loss will be determined when the procedures to value the
retained interests in securitization trusts are completed.