UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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 6, 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
2,928,644
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH
2,928,644
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,928,644
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
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
2,565,998
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH
2,565,998
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,565,998
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
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
5,494,642
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH
5,494,642
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,494,642
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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
5,494,642
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH
5,494,642
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,494,642
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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
1,826,908
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
5,494,642
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,826,908
PERSON 10 SHARED DISPOSITIVE POWER
WITH
5,494,642
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,321,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
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.2, 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 (as amended by
Amendment No. 1 filed on October 3, 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:
As previously disclosed in Amendment No. 1 to the Schedule 13D, the
Manager commenced the Distribution on October 6, 2003 and expects to
complete the Distribution within the next several days.
Except as otherwise described in this Amendment No. 2 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. 2 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 Securities Exchange Act of 1934, as
amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended to reflect that, upon completion of the
Distribution:
(a) This statement on Amendment No. 2 to the Schedule 13D relates to:
(i) 2,928,644 Shares which may be deemed to be beneficially owned by AILP
and which constitute approximately 2.9% of the issued and outstanding
Shares; (ii) 2,565,998 Shares which may be deemed to be beneficially owned
by Palomino and which constitute approximately 2.6% of the issued and
outstanding Shares; (iii) 5,494,642 Shares which may be deemed to be
beneficially owned by the Manager and which constitute approximately 5.5%
of the issued and outstanding Shares; (iv) 5,494,642 Shares which may be
deemed to be beneficially owned by API and which constitute approximately
5.5% of the issued and outstanding Shares; and (v) 7,321,550 Shares which
may be deemed to be beneficially owned by Mr. Tepper and which constitute
approximately 7.3% of the issued and outstanding Shares.
(b) AILP may be deemed to have shared voting and dispositive power
with respect to 2,928,644 Shares. Palomino may be deemed to have shared
voting and dispositive power with respect to 2,565,998 Shares. The Manager
may be deemed to have shared voting and dispositive power with respect to
5,494,642 Shares. API may be deemed to have shared voting and dispositive
power with respect to 5,494,642 Shares. Mr. Tepper may be deemed to have
shared voting and dispositive power with respect to 5,494,642 Shares and
sole voting and dispositive power with respect to 1,826,908 Shares.
(c) Except as described in this Amendment No. 2 to the Schedule 13D,
none of the Reporting Persons has effected any transactions in Shares
during the sixty (60) days preceding the date of this Amendment No. 2 to
the Schedule 13D.
(d) Not applicable.
(e) Not applicable.
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 6, 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