UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
CONSECO, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
208464883
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(CUSIP Number)
Kenneth Maiman, Esq.
Appaloosa Management L.P.
26 Main Street, First Floor
Chatham, NJ 07928
(973) 701-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
October 3, 2003
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. |_|.
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP NO. 208464883 PAGE 2 OF 11 PAGES
1 NAME OF REPORTING PERSON Appaloosa Investment
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE Limited Partnership I
PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
-0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
11,455,493
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11,455,493
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,455,493
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP NO. 208464883 PAGE 3 OF 11 PAGES
1 NAME OF REPORTING PERSON Palomino Fund Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES
-0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
10,036,788
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH
10,036,788
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,036,788
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP NO. 208464883 PAGE 4 OF 11 PAGES
1 NAME OF REPORTING PERSON Appaloosa Management L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
-0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
21,492,281
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH
21,492,281
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,492,281
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP NO. 208464883 PAGE 5 OF 11 PAGES
1 NAME OF REPORTING PERSON Appaloosa Partners Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
-0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
21,492,281
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH
21,492,281
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,492,281
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP NO. 208464883 PAGE 6 OF 11 PAGES
1 NAME OF REPORTING PERSON David A. Tepper
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
-0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
21,492,281
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH
21,492,281
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,492,281
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5%
14 TYPE OF REPORTING PERSON
IN
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
This Amendment No.1, filed by Appaloosa Investment Limited Partnership
I, a Delaware limited partnership ("AILP"), Palomino Fund Ltd., a British
Virgin Islands corporation ("Palomino"), Appaloosa Management L.P., a
Delaware limited partnership (the "Manager"), Appaloosa Partners Inc., a
Delaware corporation ("API"), and David A. Tepper, a citizen of the United
States ("Mr. Tepper" and, together with AILP, Palomino, the Manager and
API, the "Reporting Persons"), amends and supplements the Schedule 13D
filed by the Reporting Persons on September 22, 2003 (the "Schedule 13D"),
relating to the common stock of Conseco, Inc. (the "Company"). Capitalized
terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule 13D. The Schedule 13D is hereby
amended and supplemented as follows:
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended to add the following:
On October 3, 2003, the Manager advised the Company, the limited
partners of AILP and the investors in Palomino that the Manager intends to
make a pro-rata in-kind distribution (the "Distribution"), on or about
October 6, 2003, to such limited partners and investors of 16,000,000
Shares. Upon completion of the Distribution: (i) an aggregate of 1,826,908
Shares will have been distributed to Mr. Tepper and to persons and entities
for which Mr. Tepper exercises sole voting and dispositive power with
respect to such Shares and, accordingly, such Shares will continue to be
beneficially owned by Mr. Tepper; and (ii) an aggregate of 14,173,092
Shares will have been distributed to other investors in AILP and Palomino
(collectively, the "Unaffiliated Distributees"). None of the Reporting
Persons has or will have any agreements, arrangements or understandings
with any Unaffiliated Distributees for the purpose of acquiring, holding,
voting or disposing of any of the Shares distributed to the Unaffiliated
Distributees and, accordingly, none of the Reporting Persons will
beneficially own, directly or indirectly, any of the Shares distributed to
the Unaffiliated Distributees.
Except as otherwise described in this Amendment No. 1 to the Schedule
13D, Mr. Tepper does not have any current plans to dispose of any of the
Shares distributed to him. Each of the Reporting Persons reserves the
right, in light of its ongoing evaluation of the Company's financial
condition, business, operations and prospects, the market price of the
Common Stock, conditions in the securities markets generally, general
economic and industry conditions, its business objectives and other
relevant factors, to change its plans and intentions at any time, as it
deems appropriate. In particular, any one or more of the Reporting Persons
(and their respective affiliates) reserves the right, in each case subject
to any applicable limitations imposed on the sale of any of their Shares by
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder, to (i) purchase additional Shares or other
securities of the Company, (ii) sell or transfer Shares beneficially owned
by it from time to time in public or private transactions, and (iii) cause
the Manager to distribute Shares in kind to its limited partners, the
limited partners of AILP and the investors in Palomino, as the case may be.
The Reporting Persons do not hold the Shares for the purpose of, or
with the effect of, changing or influencing the control of the Company, or
in connection with or as a participant in any transaction having that
purpose or effect. Except as otherwise described in this Amendment No. 1 to
the Schedule 13D, the Reporting Persons currently have no plans or
proposals which relate or would result in any transaction, event or action
enumerated in paragraphs (a) through (j) of Item 4 of the form of the
Schedule 13D promulgated under the Exchange Act.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 3, 2003
APPALOOSA INVESTMENT LIMITED PARTNERSHIP I
By: APPALOOSA MANAGEMENT L.P.,
Its General Partner
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
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Name: David A. Tepper
Title: President
PALOMINO FUND LTD.
By: APPALOOSA MANAGEMENT L.P.,
Its Investment Adviser
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
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Name: David A. Tepper
Title: President
APPALOOSA MANAGEMENT L.P.
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
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Name: David A. Tepper
Title: President
APPALOOSA PARTNERS INC.
By: /s/ David A. Tepper
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Name: David A. Tepper
Title: President
/s/ David A. Tepper
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David A. Tepper