content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     -----------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                         Pursuant to Section 13 or 15 (d) of
                         the Securities Exchange Act of 1934
  
                                     -----------
  
         Date of Report (Date of earliest event reported): January 30, 2002
  
  
                                    CONSECO, INC.
               (Exact name of registrant as specified in its charter)
  
  
     Indiana                                  1-9250               35-1468632
  ----------------------                   ----------------     --------------
  (State or other                          (Commission          (I.R.S. Employer
  jurisdiction of                          File Number)        Identification No.)
  organization)
  
  11825 North Pennsylvania Street
          Carmel, Indiana                                             46032
  --------------------------------------                            ----------
  (Address of principal executive offices)                          (Zip Code)
  
                                   (317) 817-6100
                              -------------------------
                (Registrant's telephone number, including area code)
  
  
                                   Not Applicable
                           (Former name or former address,
                           if changed since last report.)
  
  
  <PAGE>
  
  Item 5. Other Events
  
  
       On January 30, 2002, Conseco, Inc. ("Conseco" or the "Company"), Conseco
  Finance Corp. ("Conseco Finance") and certain of their affiliates entered into
  various transactions with Lehman Brothers and its affiliates pursuant to which
  Lehman Brothers extended the terms of Conseco Finance's (a) warehouse line from
  September 2002 to September 2003, (b) borrowings with respect to approximately
  $90.6 million of miscellaneous assets ("Miscellaneous Borrowings") from January
  31, 2002 to June 2003, and (c) residual line from February 2003 to February 2004
  under which financing is being provided on Conseco Finance's interest-only
  securities, servicing rights and various B tranche securities of Conseco
  Finance's securitizations. Conseco Finance agreed to an amortization schedule by
  which it will repay the outstanding balance under the Miscellaneous Borrowings
  by June 2003. In addition, Lehman Brothers has committed that through March 30,
  2002, it will advance up to an additional $50 million on the residual line at
  Conseco Finance's request to partially fund Conseco Finance's tender offer for
  its June 2002 bonds. The Company, Conseco Finance and CIHC, Incorporated, a
  direct subsidiary of Conseco, also entered into a revised agreement governing
  the movement of cash from Conseco Finance to the Company. Pursuant to the
  agreement, Conseco Finance must maintain liquidity of at least (i) $50 million
  until September 30, 2002, (ii) $75 million from October 1, 2002 to June 30, 2003
  and (iii) $100 million from and after July 1, 2003. However, Conseco Finance no
  longer must meet a minimum liquidity requirement of $250 million before making
  interest, principal, dividend or redemption payments to its parent.
  
       Pursuant to the new arrangements, Lehman Brothers may exchange their
  existing Warrant to purchase 5% of the common stock of Conseco Finance until May
  2003 and receive in its place 500,000 shares of Series G Convertible Redeemable
  Preferred Stock of Conseco (the "Series G Preferred") at a $100 stated value per
  share, having the following general terms:
  
  (a)      No dividend;
  (b)      Convertible to Conseco common stock at $10 per share;
  (c)      Voting rights on an as converted basis;
  (d)      Mandatorily redeemable by Conseco in January 2012 at the stated value;
  (e)      Pari passu with Conseco's Series F Common-Linked Convertible Preferred
           Stock (the "Series F Preferred") if, and only if, a majority of the
           holders of Conseco's Series E Preferred Stock ("Series E Preferred")
           and Series F Preferred consent, and otherwise pari passu with the
           Series E Preferred and junior to the Series F Preferred; and
  (f)      The right to cause Conseco to register the Series G Preferred within
           one year after electing to surrender the Warrant in exchange for the
           Series G Preferred.
  
  <PAGE>
  
  
           Pursuant to the requirements of the Securities Exchange Act of
  1934, the registrant has duly caused this report to be signed on its behalf by
  the undersigned hereunto duly authorized.
  
  
                                          CONSECO, INC.
  
  DATE:  February 6, 2002
  
  
                                          By:  /s/ Charles B. Chokel
                                               -----------------------------------
                                               Name:   Charles B. Chokel
                                               Title:  Executive Vice President
                                                         and Chief Financial
                                                         Officer
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "cnc8k.txt", "description": "FORM 8-K", "secsgml_size_bytes": 5159}]
metadata_filer: {"company-data": {"conformed-name": "CONSECO INC", "cik": "0000719241", "assigned-sic": "6321", "irs-number": "351468632", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09250", "film-number": "02532379"}, "business-address": {"street1": "11825 N PENNSYLVANIA ST", "city": "CARMEL", "state": "IN", "zip": "46032", "phone": "3178176100"}, "mail-address": {"street1": "11825 N PENNSYLVANIA ST", "city": "CARMEL", "state": "IN", "zip": "46032"}, "former-company": {"former-conformed-name": "SECURITY NATIONAL OF INDIANA CORP", "date-changed": "19840207"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     -----------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                         Pursuant to Section 13 or 15 (d) of
                         the Securities Exchange Act of 1934
  
                                     -----------
  
         Date of Report (Date of earliest event reported): January 30, 2002
  
                                    CONSECO, INC.
               (Exact name of registrant as specified in its charter)
  
     Indiana                                  1-9250               35-1468632
  ----------------------                   ----------------     --------------
  (State or other                          (Commission          (I.R.S. Employer
  jurisdiction of                          File Number)        Identification No.)
  organization)
  
  11825 North Pennsylvania Street
          Carmel, Indiana                                             46032
  --------------------------------------                            ----------
  (Address of principal executive offices)                          (Zip Code)
  
                                   (317) 817-6100
                              -------------------------
                (Registrant's telephone number, including area code)
  
                                   Not Applicable
                           (Former name or former address,
                           if changed since last report.)
  Item 5. Other Events
  
       On January 30, 2002, Conseco, Inc. ("Conseco" or the "Company"), Conseco
  Finance Corp. ("Conseco Finance") and certain of their affiliates entered into
  various transactions with Lehman Brothers and its affiliates pursuant to which
  Lehman Brothers extended the terms of Conseco Finance's (a) warehouse line from
  September 2002 to September 2003, (b) borrowings with respect to approximately
  $90.6 million of miscellaneous assets ("Miscellaneous Borrowings") from January
  31, 2002 to June 2003, and (c) residual line from February 2003 to February 2004
  under which financing is being provided on Conseco Finance's interest-only
  securities, servicing rights and various B tranche securities of Conseco
  Finance's securitizations. Conseco Finance agreed to an amortization schedule by
  which it will repay the outstanding balance under the Miscellaneous Borrowings
  by June 2003. In addition, Lehman Brothers has committed that through March 30,
  2002, it will advance up to an additional $50 million on the residual line at
  Conseco Finance's request to partially fund Conseco Finance's tender offer for
  its June 2002 bonds. The Company, Conseco Finance and CIHC, Incorporated, a
  direct subsidiary of Conseco, also entered into a revised agreement governing
  the movement of cash from Conseco Finance to the Company. Pursuant to the
  agreement, Conseco Finance must maintain liquidity of at least (i) $50 million
  until September 30, 2002, (ii) $75 million from October 1, 2002 to June 30, 2003
  and (iii) $100 million from and after July 1, 2003. However, Conseco Finance no
  longer must meet a minimum liquidity requirement of $250 million before making
  interest, principal, dividend or redemption payments to its parent.
  
       Pursuant to the new arrangements, Lehman Brothers may exchange their
  existing Warrant to purchase 5% of the common stock of Conseco Finance until May
  2003 and receive in its place 500,000 shares of Series G Convertible Redeemable
  Preferred Stock of Conseco (the "Series G Preferred") at a $100 stated value per
  share, having the following general terms:
  
  (a)      No dividend;
  (b)      Convertible to Conseco common stock at $10 per share;
  (c)      Voting rights on an as converted basis;
  (d)      Mandatorily redeemable by Conseco in January 2012 at the stated value;
  (e)      Pari passu with Conseco's Series F Common-Linked Convertible Preferred
           Stock (the "Series F Preferred") if, and only if, a majority of the
           holders of Conseco's Series E Preferred Stock ("Series E Preferred")
           and Series F Preferred consent, and otherwise pari passu with the
           Series E Preferred and junior to the Series F Preferred; and
  (f)      The right to cause Conseco to register the Series G Preferred within
           one year after electing to surrender the Warrant in exchange for the
           Series G Preferred.
  Pursuant to the requirements of the Securities Exchange Act of
  1934, the registrant has duly caused this report to be signed on its behalf by
  the undersigned hereunto duly authorized.
  
                                          CONSECO, INC.
  
  DATE:  February 6, 2002
  
                                          By:  /s/ Charles B. Chokel
                                               -----------------------------------
                                               Name:   Charles B. Chokel
                                               Title:  Executive Vice President
                                                         and Chief Financial
                                                         Officer