UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
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)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
299 Park Avenue Lowenstein Sandler PC
22nd Floor 65 Livingston Avenue
New York, New York 10171 Roseland, New Jersey 07068
(212) 421-2600 (973) 597-2424
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 10, 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 l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 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 Section 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 on 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 ("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).
Cusip No. 208464883
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1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC, OO
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5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: *
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Shares Beneficially 8) Shared Voting Power: *
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Owned by
Each Reporting 9) Sole Dispositive Power: *
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Person With 10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
5,069,744*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 5.1%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* Pursuant to the Sixth Amended Joint Plan of Reorganization of Conseco, Inc.,
an Indiana corporation, Cerberus Partners, L.P., a Delaware limited partnership
("Cerberus"), is entitled to receive 935,928 shares of the common stock, par
value $0.01 per share (the "Shares"), of Conseco, Inc., a Delaware corporation
(the "Company"), and warrants to purchase an aggregate of 21,634 Shares (subject
to adjustments in certain circumstances), Cerberus International, Ltd., a
corporation organized under the laws of the Bahamas ("International"), is
entitled to receive 2,539,728 Shares and warrants to purchase an aggregate of
54,798 Shares (subject to adjustments in certain circumstances), Cerberus Series
Two Holdings, LLC, a Delaware limited liability company ("Cerberus Series Two"),
is entitled to receive 1,238,228 Shares and warrants to purchase an aggregate of
27,050 Shares (subject to adjustments in certain circumstances), and Cerberus
America Series One Holdings, LLC, a Delaware limited liability company
("Cerberus America"), is entitled to receive 246,969 Shares and warrants to
purchase an aggregate of 5,409 Shares (subject to adjustments in certain
circumstances). Stephen Feinberg possesses sole power to vote and direct the
disposition of all securities of the Company held by Cerberus, International,
Cerberus Series Two and Cerberus America. Thus, as of September 10, 2003, for
the purposes of Reg. Section 240.13d-3, Stephen Feinberg is deemed to
beneficially own 5,069,744 Shares, or 5.1% of the Shares deemed issued and
outstanding as of that date.
Item 1. Security and Issuer.
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The class of equity securities to which this Schedule 13D relates is
the common stock, par value $0.01 per share (the "Shares"), of Conseco, Inc., a
Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 11825 North Pennsylvania Street, Carmel, Indiana 46032.
Item 2. Identity and Background.
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The person filing this statement is Stephen Feinberg, whose business
address is 299 Park Avenue, 22nd Floor, New York, New York 10171. Mr. Feinberg
serves as (i) the managing member of Cerberus Associates, L.L.C., which is the
general partner of Cerberus Partners, L.P., a Delaware limited partnership
("Cerberus"), and (ii) through one or more intermediate entities, the investment
manager for each of Cerberus International, Ltd., a corporation organized under
the laws of the Bahamas ("International"), Cerberus Series Two Holdings, LLC, a
Delaware limited liability company ("Cerberus Series Two"), and Cerberus America
Series One Holdings, LLC, a Delaware limited liability company ("Cerberus
America"). Cerberus, International, Cerberus Series Two and Cerberus America are
engaged in the investment in personal property of all kinds, including but not
limited to capital stock, depository receipts, investment companies, mutual
funds, subscriptions, warrants, bonds, notes, debentures, options and other
securities of whatever kind and nature. Mr. Feinberg also provides investment
management and other services for various other third parties.
Mr. Feinberg has never been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has he been a party
to any civil proceeding commenced before a judicial or administrative body of
competent jurisdiction as a result of which he was or is now subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Mr. Feinberg is a citizen of the United
States.
Item 3. Source and Amount of Funds or Other Consideration.
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On September 10, 2003, the United States Bankruptcy Court for the
Northern District of Illinois, Eastern Division confirmed the Sixth Amended
Joint Plan of Reorganization of Conseco, Inc., an Indiana corporation ("Old
Conseco"), dated September 9, 2003 (the "Plan of Reorganization"), which
provided for the exchange of certain existing debt securities and trust
preferred securities of Old Conseco and/or certain of its affiliates and certain
other existing claims against Old Conseco and/or certain of its affiliates
(collectively, the "Discharged Claims") for, among other things, (i) Shares,
(ii) warrants to purchase Shares and (iii) Class A Senior Cumulative Convertible
Exchangeable Preferred Stock of the Company (the "Preferred Shares"). Pursuant
to the Plan of Reorganization, Cerberus, International, Cerberus Series Two and
Cerberus America, in exchange for certain Discharged Claims, have the right to
receive, in addition to cash and Preferred Shares, which are not convertible or
exchangeable at the option of the holder thereof for Shares within 60 days of
the date of event which requires filing of this Schedule 13D and do not
represent 5% or more of the Preferred Shares as a class, 935,928 Shares and
warrants to purchase an aggregate of 21,634 Shares (subject to adjustments in
certain circumstances), 2,539,728 Shares and warrants to purchase an aggregate
of 54,798 Shares (subject to adjustments in certain circumstances), 1,238,228
Shares and warrants to purchase an aggregate of 27,050 Shares (subject to
adjustments in certain circumstances), 246,969 Shares and warrants to purchase
an aggregate of 5,409 Shares (subject to adjustments in certain circumstances),
respectively. The warrants issued to Cerberus, International, Cerberus Series
Two and Cerberus America do not represent 5% or more of that class.
Item 4. Purpose of Transaction.
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The acquisition of Shares and securities convertible into, exercisable
for or exchangeable for Shares referred to in Item 5 is for investment purposes.
Mr. Feinberg has no present plans or intentions which relate to or would result
in any of the transactions required to be described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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Based upon information provided by the Company, there were 100,000,000
Shares issued and outstanding as of September 10, 2003 pursuant to the Plan of
Reorganization. As of September 10, 2003, pursuant to the Plan of
Reorganization, Cerberus was entitled to receive 935,928 Shares and warrants to
purchase an aggregate of 21,634 Shares (subject to adjustments in certain
circumstances), International was entitled to receive 2,539,728 Shares and
warrants to purchase an aggregate of 54,798 Shares (subject to adjustments in
certain circumstances), Cerberus Series Two was entitled to receive 1,238,228
Shares and warrants to purchase an aggregate of 27,050 Shares (subject to
adjustments in certain circumstances), and Cerberus America was entitled to
receive 246,969 Shares and warrants to purchase an aggregate of 5,409 Shares
(subject to adjustments in certain circumstances). Stephen Feinberg possesses
sole power to vote and direct the disposition of all securities of the Company
held by Cerberus, International, Cerberus Series Two and Cerberus America. Thus,
as of September 10, 2003, for the purposes of Reg. Section 240.13d-3, Mr.
Feinberg is deemed to beneficially own 5,069,744 Shares, or 5.1% of the Shares
deemed issued and outstanding as of that date.
During the sixty days prior to September 10, 2003, the only
transaction in Shares, or securities convertible into, exercisable for or
exchangeable for Shares, by Mr. Feinberg or any person or entity controlled by
him or any person or entity for which he possesses voting or investment control
over the securities thereof, was the September 10, 2003 confirmation of the Plan
of Reorganization.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
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No contracts, arrangements, understandings or similar relationships
exist with respect to the securities of the Company between Stephen Feinberg and
any person or entity.
Item 7. Material to be Filed as Exhibits.
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Not applicable.
Signature
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After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
October 7, 2003
/s/ Stephen Feinberg
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Stephen Feinberg, on behalf of Cerberus
Associates, L.L.C., the general partner
of Cerberus Partners, L.P., and Cerberus
International, Ltd., Cerberus Series Two
Holdings, LLC and Cerberus America
Series One Holdings, LLC
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).