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): April 6, 1998
  
  
  
                                    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 April  6,  1998,  Green  Tree  Financial  Corporation,  a  Delaware
  corporation ("Green Tree"),  agreed to merge (the "Merger") with a subsidiary of
  Conseco, Inc., an Indiana corporation  ("Conseco").  The terms of the Merger are
  set forth in an Agreement and Plan of Merger (the "Merger  Agreement")  dated as
  of  April  6,  1998,  among  Conseco,   Marble  Acquisition  Corp.,  a  Delaware
  corporation  and a wholly owned  subsidiary  of Conseco,  and Green Tree. In the
  Merger,  each  share of Green  Tree's  common  stock,  par value  $.01 per share
  ("Green  Tree  Common  Stock"),  will be  converted  into  0.9165  of a share of
  Conseco's  common stock, no par value ("Conseco  Common Stock").  As a result of
  the Merger,  Green Tree will become a wholly owned  subsidiary  of Conseco.  The
  Boards of  Directors  of  Conseco  and Green Tree  approved  the Merger at their
  respective meetings held on April 6, 1998.
  
            The Merger is intended to constitute a tax-free  reorganization  under
  the Internal  Revenue  Code of 1986,  as amended,  and to be accounted  for as a
  pooling of interest.
  
            Consummation   of  the  Merger  is  subject  to  various   conditions,
  including:  (i) receipt of approval by the  stockholders  of each of Conseco and
  Green Tree of  appropriate  matters  relating  to the Merger  Agreement  and the
  Merger; (ii) the expiration or termination of applicable waiting periods and the
  receipt of requisite  regulatory  approvals  from  federal and state  regulatory
  authorities as necessary; (iii) receipt of opinions of counsel as to the federal
  tax treatment of certain aspects of the Merger;  (iv) registration of the shares
  of Conseco  Common Stock to be issued in the Merger under the  Securities Act of
  1933, as amended (the  "Securities  Act"); and (v) satisfaction of certain other
  conditions.
  
            The Merger Agreement and the transactions contemplated thereby will be
  submitted  for approval at the meetings of the  stockholders  of each of Conseco
  and  Green  Tree.  Prior to such  meetings,  Conseco  will  file a  registration
  statement  with the  Securities and Exchange  Commission  registering  under the
  Securities Act the Conseco Common Stock to be issued in the Merger.  Such shares
  of Conseco Common Stock will be offered to Green Tree stockholders pursuant to a
  prospectus that will also serve as a joint proxy statement for the stockholders'
  meetings.
  
            The  foregoing  summary of the Merger  Agreement  is  qualified in its
  entirety by  reference to the text of the Merger  Agreement,  a copy of which is
  filed as Exhibit 2.1 hereto and which is incorporated herein by reference.
  
            In  connection  with the  Merger  Agreement,  Conseco  and Green  Tree
  entered into a Stock Option Agreement (the "Stock Option Agreement") dated as of
  April 6, 1998,  pursuant to which Green Tree  granted to Conseco an  irrevocable
  option to purchase,  under certain circumstances,  up to 26,668,399,  subject to
  certain  adjustments,  authorized and unissued shares 
  
  
  
  <PAGE>
  
  of Green Tree Common Stock at a price, subject to certain adjustments, of $52.93
  per share (the "Conseco  Option"),  payable in Conseco  Common Stock,  cash or a
  combination of Conseco Common Stock and cash, in each case at Conseco's  option.
  The Conseco  Option,  if  exercised,  would equal,  before  giving effect to the
  exercise of the Conseco Option,  at least 19.9% of the total number of shares of
  Green Tree Common Stock issued and  outstanding.  The Conseco Option was granted
  by Green Tree as a condition and  inducement to Conseco's  willingness  to enter
  into the  Merger  Agreement.  Under  certain  circumstances,  Green  Tree may be
  required to repurchase the Conseco Option.
  
            The  foregoing  summary of the Stock Option  Agreement is qualified in
  its entirety by reference to the text of the Stock Option  Agreement,  a copy of
  which is filed as  Exhibit  2.2  hereto  and  which is  incorporated  herein  by
  reference.
  
  ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
            AND EXHIBITS.
  
        (a) -- (b) Not applicable.
  
        (c)      Exhibits.
  
        2.1        Agreement and Plan of Merger  dated  as  of April 6, 1998 among
                   Conseco,  Inc.,  Marble  Acquisition   Corp.  and  Green   Tree
                   Financial Corporation.
  
        2.2        Stock  Purchase  Agreement  dated  as  of  April 6, 1998 by and
                   between Conseco, Inc. and Green Tree Financial Corporation.
  
  
  
  
  <PAGE>
  
  
                                      SIGNATURE
  
            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:  April 8, 1998                  By:  /s/ Thomas J. Kilian
                                             ----------------------------------
                                             Name:  Thomas J. Kilian
                                             Title: Executive Vice President
                                                    and Chief Operations Officer
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K OF CONSECO, INC. DATED 4/6/98", "secsgml_size_bytes": 6845}]
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": "98589756"}, "business-address": {"street1": "11825 N PENNSYLVANIA ST", "city": "CARMEL", "state": "IN", "zip": "46032", "phone": "3175736100"}, "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): April 6, 1998
  
                                    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 April  6,  1998,  Green  Tree  Financial  Corporation,  a  Delaware
  corporation ("Green Tree"),  agreed to merge (the "Merger") with a subsidiary of
  Conseco, Inc., an Indiana corporation  ("Conseco").  The terms of the Merger are
  set forth in an Agreement and Plan of Merger (the "Merger  Agreement")  dated as
  of  April  6,  1998,  among  Conseco,   Marble  Acquisition  Corp.,  a  Delaware
  corporation  and a wholly owned  subsidiary  of Conseco,  and Green Tree. In the
  Merger,  each  share of Green  Tree's  common  stock,  par value  $.01 per share
  ("Green  Tree  Common  Stock"),  will be  converted  into  0.9165  of a share of
  Conseco's  common stock, no par value ("Conseco  Common Stock").  As a result of
  the Merger,  Green Tree will become a wholly owned  subsidiary  of Conseco.  The
  Boards of  Directors  of  Conseco  and Green Tree  approved  the Merger at their
  respective meetings held on April 6, 1998.
  
            The Merger is intended to constitute a tax-free  reorganization  under
  the Internal  Revenue  Code of 1986,  as amended,  and to be accounted  for as a
  pooling of interest.
  
            Consummation   of  the  Merger  is  subject  to  various   conditions,
  including:  (i) receipt of approval by the  stockholders  of each of Conseco and
  Green Tree of  appropriate  matters  relating  to the Merger  Agreement  and the
  Merger; (ii) the expiration or termination of applicable waiting periods and the
  receipt of requisite  regulatory  approvals  from  federal and state  regulatory
  authorities as necessary; (iii) receipt of opinions of counsel as to the federal
  tax treatment of certain aspects of the Merger;  (iv) registration of the shares
  of Conseco  Common Stock to be issued in the Merger under the  Securities Act of
  1933, as amended (the  "Securities  Act"); and (v) satisfaction of certain other
  conditions.
  
            The Merger Agreement and the transactions contemplated thereby will be
  submitted  for approval at the meetings of the  stockholders  of each of Conseco
  and  Green  Tree.  Prior to such  meetings,  Conseco  will  file a  registration
  statement  with the  Securities and Exchange  Commission  registering  under the
  Securities Act the Conseco Common Stock to be issued in the Merger.  Such shares
  of Conseco Common Stock will be offered to Green Tree stockholders pursuant to a
  prospectus that will also serve as a joint proxy statement for the stockholders'
  meetings.
  
            The  foregoing  summary of the Merger  Agreement  is  qualified in its
  entirety by  reference to the text of the Merger  Agreement,  a copy of which is
  filed as Exhibit 2.1 hereto and which is incorporated herein by reference.
  
            In  connection  with the  Merger  Agreement,  Conseco  and Green  Tree
  entered into a Stock Option Agreement (the "Stock Option Agreement") dated as of
  April 6, 1998,  pursuant to which Green Tree  granted to Conseco an  irrevocable
  option to purchase,  under certain circumstances,  up to 26,668,399,  subject to
  certain  adjustments,  authorized and unissued shares
  of Green Tree Common Stock at a price, subject to certain adjustments, of $52.93
  per share (the "Conseco  Option"),  payable in Conseco  Common Stock,  cash or a
  combination of Conseco Common Stock and cash, in each case at Conseco's  option.
  The Conseco  Option,  if  exercised,  would equal,  before  giving effect to the
  exercise of the Conseco Option,  at least 19.9% of the total number of shares of
  Green Tree Common Stock issued and  outstanding.  The Conseco Option was granted
  by Green Tree as a condition and  inducement to Conseco's  willingness  to enter
  into the  Merger  Agreement.  Under  certain  circumstances,  Green  Tree may be
  required to repurchase the Conseco Option.
  
            The  foregoing  summary of the Stock Option  Agreement is qualified in
  its entirety by reference to the text of the Stock Option  Agreement,  a copy of
  which is filed as  Exhibit  2.2  hereto  and  which is  incorporated  herein  by
  reference.
  
  ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
            AND EXHIBITS.
  
        (a) -- (b) Not applicable.
  
        (c)      Exhibits.
  
        2.1        Agreement and Plan of Merger  dated  as  of April 6, 1998 among
                   Conseco,  Inc.,  Marble  Acquisition   Corp.  and  Green   Tree
                   Financial Corporation.
  
        2.2        Stock  Purchase  Agreement  dated  as  of  April 6, 1998 by and
                   between Conseco, Inc. and Green Tree Financial Corporation.
  SIGNATURE
  
            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:  April 8, 1998                  By:  /s/ Thomas J. Kilian
                                             ----------------------------------
                                             Name:  Thomas J. Kilian
                                             Title: Executive Vice President
                                                    and Chief Operations Officer