======================================================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------
FORM 8-A
-----------------
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act
CONSECO, INC.
---------------------------------------------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
INDIANA 35-1468632
----------------------------------------------------------- ------------------------------------------------------
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
11825 N. PENNSYLVANIA STREET, 46032
CARMEL, IN ------------------------------------------------------
----------------------------------------------------------- (Zip Code)
(Address of principal executive offices)
If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act securities pursuant to Section 12(g) of the Exchange
and is effective pursuant to: Act and is effective pursuant to:
General Instruction A.(c), please check the following box.[ ] General Instruction A.(d), please check the following box [X]
Securities Act registration statement file number to which this form relates: N/A
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
8.5% Senior Notes Due 2002, 6.4% Senior Notes Due 2003, 8.75% Senior Notes Due 2004,
6.8% Senior Notes Due 2005, 9.0% Senior Notes Due 2006, 10.75% Senior Notes Due 2008,
8.5% Guaranteed Senior Notes Due 2003, 6.4% Guaranteed Senior Notes Due 2004, 8.75%
Guaranteed Senior Notes Due 2006, 6.8% Guaranteed Senior Notes Due 2007, 9.0%
Guaranteed Senior Notes Due 2008, 10.75% Guaranteed Senior Notes Due 2009
---------------------------------------------------------------------------------------------------------------------
(Title of Class)
=====================================================================================================================
Page 1 of 7
Item 1. Description of Registrant's Securities to be Registered.
This registration statement registers under Section 12(g) of the
Securities Exchange Act of 1934 (the "Act") the following securities of Conseco,
Inc., an Indiana corporation (the "Registrant"):
o 8.5% Senior Notes Due 2002 (the "8.5% Notes");
o 6.4% Senior Notes Due 2003 (the "6.4% Notes");
o 8.75% Senior Notes Due 2004 (the "8.75% Notes");
o 6.8% Senior Notes Due 2005 (the "6.8% Notes");
o 9.0% Senior Notes Due 2006 (the "9.0% Notes");
o 10.75% Senior Notes Due 2008 (the "10.75 Notes");
o 8.5% Guaranteed Senior Notes Due 2003 (the "8.5% Guaranteed Notes");
o 6.4% Guaranteed Senior Notes Due 2004 (the "6.4% Guaranteed Notes");
o 8.75% Guaranteed Senior Notes Due 2006 (the "8.75% Guaranteed Notes");
o 6.8% Guaranteed Senior Notes Due 2007 (the "6.8% Guaranteed Notes");
o 9.0% Guaranteed Senior Notes Due 2008 (the "9.0% Guaranteed Notes");
o 10.75% Guaranteed Senior Notes Due 2009 (the "10.75% Guaranteed
Notes").
Description of the 8.5% Notes
A description of the 8.5% Notes is set forth under the caption
"Description of Debt Securities" in the prospectus that constitutes part of the
Registrant's Registration Statement on Form S-3 (Registration No. 333-83465), as
amended from time to time, filed with the Securities and Exchange Commission
(the "Commission") on July 22, 1999, and amended by Amendment No. 1 to the
Registration Statement filed with the Commission on September 30, 1999, and
under the caption "Description of the Notes" in the prospectus supplement filed
with the Commission on October 19, 1999 pursuant to Rule 424(b) promulgated
under the Securities Act of 1933, as amended, which are incorporated herein by
reference.
Description of the 6.4% Notes
A description of the 6.4% Notes is set forth under the caption
"Description of Debt Securities" in the prospectus that constitutes part of the
Registrant's Registration Statement on Form S-3 (Registration No. 333-27803), as
amended from time to time, filed with the Commission on May 27, 1997, and
amended by Amendment No. 1 to the Registration Statement filed with the
Commission on June 23, 1997, and under the caption "Description of the Notes" in
the prospectus supplement filed with the Commission on February 6, 1998 pursuant
to Rule 424(b) promulgated under the Securities Act of 1933, as amended, which
are incorporated herein by reference.
Page 2 of 7
Description of the 8.75% Notes
A description of the 8.75% Notes is set forth under the caption
"Description of Debt Securities" in the prospectus that constitutes part of the
Registrant's Registration Statement on Form S-3 (Registration No. 333-83465), as
amended from time to time, filed with the Commission on July 22, 1999, and
amended by Amendment No. 1 to the Registration Statement filed with the
Commission on September 30, 1999, and under the caption "Description of the
Notes" in the prospectus supplement filed with the Commission on February 3,
2000 pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as
amended, which are incorporated herein by reference.
Description of the 6.8% Notes
A description of the 6.8% Notes is set forth under the caption
"Description of Debt Securities" in the prospectus that constitutes part of the
Registrant's Registration Statement on Form S-3 (Registration No. 333-27803), as
amended from time to time, filed with the Commission on May 27, 1997, and
amended by Amendment No. 1 to the Registration Statement filed with the
Commission on June 23, 1997, and under the caption "Description of the Notes" in
the prospectus supplement filed with the Commission on February 6, 1998 and the
pricing supplement filed with the Commission on June 5, 1998, each pursuant to
Rule 424(b) promulgated under the Securities Act of 1933, as amended, which are
incorporated herein by reference.
Description of the 9.0% Notes
A description of the 9.0% Notes is set forth under the caption
"Description of Debt Securities" in the prospectus that constitutes part of the
Registrant's Registration Statement on Form S-3 (Registration No. 333-83465), as
amended from time to time, filed with the Commission on July 22, 1999, and
amended by Amendment No. 1 to the Registration Statement filed with the
Commission on September 30, 1999, and under the caption "Description of the
Notes" in the prospectus supplement filed with the Commission on October 19,
1999 pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as
amended, which are incorporated herein by reference.
Description of the 10.75% Notes
A description of the 10.75% Notes is set forth under the caption
"Description of Debt Securities" in the prospectus that constitutes part of the
Registrant's Registration Statement on Form S-3 (Registration No. 333-83465), as
amended from time to time, filed with the Securities and Exchange Commission
(the "Commission") on July 22, 1999, and amended by Amendment No. 1 to the
Registration Statement filed with the Commission on September 30, 1999, and
under the caption "Description of the Notes" in the prospectus supplement filed
with the Commission on June 27, 2001 pursuant to Rule 424(b) promulgated under
the Securities Act of 1933, as amended, which are incorporated herein by
reference.
Description of the 8.5% Guaranteed Notes
A description of the 8.5% Guaranteed Notes is set forth under the
captions "Prospectus Summary - Summary of the Terms of the Registered Notes",
"The Exchange Offer" and "Description of the Registered Notes" in the
Registrant's Registration Statement on Form S-4 (Registration No. 333-89802)
filed with the Commission on June 5, 2002, and amended by Amendment No. 1 to the
Registration Statement filed with the Commission on July 25, 2002, which are
incorporated herein by reference.
Page 3 of 7
Description of the 6.4% Guaranteed Notes
A description of the 6.4% Guaranteed Notes is set forth under the
captions "Prospectus Summary - Summary of the Terms of the Registered Notes",
"The Exchange Offer" and "Description of the Registered Notes" in the
Registrant's Registration Statement on Form S-4 (Registration No. 333-89802)
filed with the Commission on June 5, 2002, and amended by Amendment No. 1 to the
Registration Statement filed with the Commission on July 25, 2002, which are
incorporated herein by reference.
Description of the 8.75% Guaranteed Notes
A description of the 8.75% Guaranteed Notes is set forth under the
captions "Prospectus Summary - Summary of the Terms of the Registered Notes",
"The Exchange Offer" and "Description of the Registered Notes" in the
Registrant's Registration Statement on Form S-4 (Registration No. 333-89802)
filed with the Commission on June 5, 2002, and amended by Amendment No. 1 to the
Registration Statement filed with the Commission on July 25, 2002, which are
incorporated herein by reference.
Description of the 6.8% Guaranteed Notes
A description of the 6.8% Guaranteed Notes is set forth under the
captions "Prospectus Summary - Summary of the Terms of the Registered Notes",
"The Exchange Offer" and "Description of the Registered Notes" in the
Registrant's Registration Statement on Form S-4 (Registration No. 333-89802)
filed with the Commission on June 5, 2002, and amended by Amendment No. 1 to the
Registration Statement filed with the Commission on July 25, 2002, which are
incorporated herein by reference.
Description of the 9.0% Guaranteed Notes
A description of the 9.0% Guaranteed Notes is set forth under the
captions "Prospectus Summary - Summary of the Terms of the Registered Notes",
"The Exchange Offer" and "Description of the Registered Notes" in the
Registrant's Registration Statement on Form S-4 (Registration No. 333-89802)
filed with the Commission on June 5, 2002, and amended by Amendment No. 1 to the
Registration Statement filed with the Commission on July 25, 2002, which are
incorporated herein by reference.
Description of the 10.75% Guaranteed Notes
A description of the 10.75% Guaranteed Notes is set forth under the
captions "Prospectus Summary - Summary of the Terms of the Registered Notes",
"The Exchange Offer" and "Description of the Registered Notes" in the
Registrant's Registration Statement on Form S-4 (Registration No. 333-89802)
filed with the Commission on June 5, 2002, and amended by Amendment No. 1 to the
Registration Statement filed with the Commission on July 25, 2002, which are
incorporated herein by reference.
Item 2. Exhibits.
Number Description
------------------------ ---------------------------------------------------------------------------
1. Senior Indenture, dated November 13, 1997, by and between Conseco, Inc.
and LTCB Trust Company, as Trustee, incorporated herein by reference to
Exhibit 4.1 to Post-Effective Amendment No. 1, filed November 18, 1997, to
the Registrant's Registration Statement on Form S-3 (Registration No.
333-27803)filed May 27, 1997.
Page 4 of 7
2. First Senior Supplemental Indenture, dated June 29, 2001, by and between
Conseco, Inc. and The Bank of New York, as Trustee, incorporated herein by
reference to Exhibit 4.1 to the Registrant's Form 8-K filed June 29, 2001.
3. First Senior Indenture, dated April 24, 2002, by and among Conseco, Inc.,
as Issuer, CIHC Incorporated, as Guarantor, and State Street Bank and
Trust Company, as Trustee, incorporated herein by reference to Exhibit 4.3
to the Registrant's Registration Statement on Form S-4 (Registration No.
333-89802)filed June 5, 2002.
4. Second Senior Indenture, dated April 24, 2002, by and among Conseco, Inc.,
as Issuer, CIHC Incorporated, as Guarantor, and State Street Bank and
Trust Company, as Trustee, incorporated herein by reference to Exhibit 4.2
to the Registrant's Registration Statement on Form S-4 (Registration No.
333-89802) filed June 5, 2002.
5. First Senior Supplemental Indenture, dated April 24, 2002, by and among
Conseco, Inc., as Issuer, CIHC Incorporated, as Guarantor, and State
Street Bank and Trust Company, as Trustee, incorporated herein by
reference to Exhibit 4.1 to the Registrant's Registration Statement on
Form S-4 (Registration No. 333-89802)filed June 5, 2002.
6. Form of 8.5% Note, incorporated herein by reference to Exhibit 4.1 to the
Registrant's Form 8-K filed October 21, 1999.
7. Form of 6.4% Note, incorporated herein by reference to Exhibit 4.20 to
Post-Effective Amendment No. 1, filed November 18, 1997, to the
Registrant's Registration Statement on Form S-3 (Registration No.
333-27803) filed May 27, 1997.
8. Form of 8.75% Note, incorporated herein by reference to Exhibit 4.1 to the
Registrant's Form 8-K filed February 7, 1999.
9. Form of 6.8% Note, incorporated herein by reference to Exhibit 4.22.3 to
the Registrant's Form 8-K filed June 10, 1998.
10. Form of 9.0% Note, incorporated herein by reference to Exhibit 4.2 to the
Registrant's Form 8-K filed October 21, 1999.
11. Form of 10.75% Note, incorporated herein by reference to Exhibit 4.2 to
the Registrant's Form 8-K filed June 29, 2001.
12. Form of 8.5% Guaranteed Note, incorporated herein by reference to Exhibit
4.5 to the Registrant's Registration Statement on Form S-4 (Registration
No. 333-89802) filed June 5, 2002.
13. Form of 6.4% Guaranteed Note, incorporated herein by reference to Exhibit
4.4 to the Registrant's Registration Statement on Form S-4 (Registration
No. 333-89802)filed June 5, 2002.
14. Form of 8.75% Guaranteed Note, incorporated herein by reference to Exhibit
4.8 to the Registrant's Registration Statement on Form S-4 (Registration
No. 333-89802) filed June 5, 2002.
Page 5 of 7
15. Form of 6.8% Guaranteed Note, incorporated herein by reference to Exhibit
4.6 to the Registrant's Registration Statement on Form S-4 (Registration
No. 333-89802) filed June 5, 2002.
16. Form of 9.0% Guaranteed Note, incorporated herein by reference to Exhibit
4.7 to the Registrant's Registration Statement on Form S-4 (Registration
No. 333-89802) filed June 5, 2002.
17. Form of 10.75% Guaranteed Note, incorporated herein by reference to
Exhibit A-2 to Exhibit 4.1 to the Registrant's Registration Statement on
Form S-4 (Registration No. 333-89802) filed June 5, 2002.
Page 6 of 7
SIGNATURES
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, thereto duly authorized.
Date: September 9, 2003 CONSECO, INC.
--------------------------------------
(Registrant)
By: /s/ John R. Kline
-----------------------------------
Name: John R. Kline
Title: Senior Vice President and
Chief Accounting Officer
Page 7 of 7