content: 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: August 25, 1996
  
  
  
                                    CONSECO, INC.
  
                               State of Incorporation:
                                       Indiana
  
  
         Commission File Number                     IRS Employer Id. Number
              No. 1-9250                                 No. 35-1468632
  
  
                       Address of Principal Executive Offices:
                           11825 North Pennsylvania Street
                                Carmel, Indiana 46032
  
                                    Telephone No.
                                   (317) 817-6100
  
  
  
  J:\8K82396\COVER.
  
  
  <PAGE>
  
  
  
  
                           CONSECO, INC. AND SUBSIDIARIES
  
  
  
  
  
  ITEM 5.  OTHER EVENTS.
  
       On August 26, 1996, Conseco, Inc. ("Conseco") announced the following:
  
       (i)  Conseco  has  agreed  to  acquire  American   Travellers   Corporation
            ("American Travellers"),  a provider of long- term care insurance, for
            approximately   $793  million  in  Conseco  common  stock.  Under  the
            definitive  agreement  dated  August 25,  1996,  between  Conseco  and
            American  Travellers,  each of the 18.0 million issued and outstanding
            shares of American Travellers common stock would be converted into the
            right to receive a fraction of a share of Conseco  common stock having
            a value between  $32.00 and $35.03,  depending on the average  closing
            price of Conseco shares in the 10 trading days  immediately  preceding
            the second trading day prior to closing.  Each $1,000 principal amount
            of  American   Travellers'  6-1/2  Percent  Convertible   Subordinated
            Debentures  would  become  convertible  into shares of Conseco  common
            stock having a value between $2,110 and $2,310,  depending on the same
            average price. The total value of Conseco common stock to be issued in
            this transaction  includes $575 million to acquire American Travellers
            outstanding   common   shares  and  $218  million  when  the  American
            Travellers  debentures  are converted.  Under the agreement,  American
            Travellers would be merged into Conseco.  Consummation of the American
            Travellers  transaction,  which is  subject  to  customary  terms  and
            conditions,  including  approval by the  stockholders of both American
            Travellers  and Conseco and regulatory  approvals,  is expected by the
            end of the fourth quarter of 1996.
  
       (ii) Conseco has agreed to acquire Capitol American  Financial  Corporation
            ("Capitol  American"),  a  provider  of  cancer  insurance  and  other
            supplemental health insurance products, for approximately $650 million
            in cash and Conseco common stock. Under the definitive agreement dated
            August 25, 1996,  between  Conseco and Capitol  American,  each of the
            17.8 million issued and outstanding  shares of Capitol American common
            stock would be converted  into the right to receive $30.00 in cash and
            $6.50 of Conseco  common  stock.  The $680 million  total value of the
            transaction  includes  $534  million in cash,  $116 million in Conseco
            stock and $30  million  of  Capitol  American  debt  being  assumed by
            Conseco.  Under the agreement,  Capitol  American would be merged into
            Conseco.  Consummation  of  the  transaction,   which  is  subject  to
            customary terms and conditions, including approval by the stockholders
            of Capitol American and regulatory  approvals,  is expected by the end
            of the fourth quarter of 1996.
  
      (iii) Conseco is  distributing  the stock of American  Life  Holdings,  Inc.
            ("American  Life   Holdings"),   a  provider  of  retirement   savings
            annuities, previously held by Conseco Capital Partners II, L.P. to all
            partners.  Conseco then intends to acquire the stock of American  Life
            Holdings not already owned by Conseco for  approximately  $165 million
            in cash.  Under Conseco's offer,  each of the 7.2 million  outstanding
            shares of American Life Holdings not already owned by Conseco would be
            converted  into the right to  receive  $23.00 in cash.  American  Life
            Holdings would become a wholly owned subsidiary of Conseco. Completion
            of the  transaction,  which is subject to approval by the shareholders
            of American Life Holdings, is expected by the fourth quarter of 1996.
  
       (iv) Conseco  intends  to  merge  with  Bankers  Life  Holding  Corporation
            ("Bankers   Life"),  a  provider  of  supplemental   health  insurance
            products,  in a  transaction  under  which  Conseco  will  acquire the
            outstanding  shares of Bankers  Life that Conseco does not already own
            for  approximately  $117  million  in  Conseco  common  stock.  In the
            intended merger, each of the 4.7 million outstanding shares of Bankers
            Life common stock not already owned by Conseco would be converted into
            the right to receive  $25.00 in Conseco  common  stock.  Bankers  Life
            would be merged into Conseco. Completion of the transaction,  which is
            subject to review by the  Securities  and Exchange  Commission  of the
            information to be submitted to shareholders of Bankers Life describing
            the terms of the merger, is expected to occur in the fourth quarter of
            1996.
  
  
  
                                          2
  
  <PAGE>
  
  
                           CONSECO, INC. AND SUBSIDIARIES
  
  
  
  
       On  August  27,  1996,  Conseco  called  for  redemption  all  5.3  million
  outstanding  shares  of its  Series D  Cumulative  Convertible  Preferred  Stock
  ("Series D Stock").  The Series D Stock will be redeemed on September  26, 1996,
  at  $52.916  per  share in cash,  including  $0.641  per  share of  accrued  and
  accumulated  unpaid  dividends.  Dividends  on the  Series D Stock will cease to
  accrue on September 26, 1996.  Each Series D share can be converted  into 1.5686
  shares of Conseco common stock (no par value) until 5:00 p.m.  (Eastern Daylight
  Savings  Time) on September  20,  1996.  No  adjustments  for accrued but unpaid
  dividends will be paid upon conversion to common stock, and no fractional shares
  of common stock will be delivered.  Conseco will pay the cash  equivalent of any
  such fractional interests. All shares of Series D Stock not previously converted
  will be redeemed on the redemption date.
  
                                          3
  
  <PAGE>
  
  
                           CONSECO, INC. AND SUBSIDIARIES
  
  
  
  
  
  ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
         (a)   FINANCIAL STATEMENTS -- None
  
         (b)   PRO FORMA FINANCIAL INFORMATION -- None
  
         (c)   EXHIBITS
  
               2.6    Agreement and Plan of Merger dated as of August 25,
                      1996, by and between   Conseco, Inc. and  American
                      Travellers Corporation
  
               2.7     Agreement  and Plan of  Merger  dated as of August
                       25,  1996,  by  and  among   Conseco,   Inc.,  CAF
                       Acquisition Company and Capitol American Financial
                       Corporation
  
               99.1    Shareholders Agreement dated as of August 25, 1996, by and 
                       among Conseco, Inc. and Barry J. Hershey and Connie Hershey
  
  
  
                                          4
  
  <PAGE>
  
                           CONSECO, INC. AND SUBSIDIARIES
  
  
  
  
                                      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 thereunto duly authorized.
  
  
  
  Date: August 28, 1996
  
                                            CONSECO, INC.
  
  
  
  
                                            By: /s/ ROLLIN M. DICK
                                                ------------------ 
                                                Rollin M. Dick
                                                Executive Vice President
                                                   and Chief Financial Officer
  
  
  J:\8K82396\BODY.896
  
                                          6
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K OF CONSECO, INC. DATED 8/25/96", "secsgml_size_bytes": 8694}]
metadata_filer: {"company-data": {"conformed-name": "CONSECO INC ET AL", "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": "96622870"}, "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: 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: August 25, 1996
  
                                    CONSECO, INC.
  
                               State of Incorporation:
                                       Indiana
  
         Commission File Number                     IRS Employer Id. Number
              No. 1-9250                                 No. 35-1468632
  
                       Address of Principal Executive Offices:
                           11825 North Pennsylvania Street
                                Carmel, Indiana 46032
  
                                    Telephone No.
                                   (317) 817-6100
  
  J:\8K82396\COVER.
  CONSECO, INC. AND SUBSIDIARIES
  
  ITEM 5.  OTHER EVENTS.
  
       On August 26, 1996, Conseco, Inc. ("Conseco") announced the following:
  
       (i)  Conseco  has  agreed  to  acquire  American   Travellers   Corporation
            ("American Travellers"),  a provider of long- term care insurance, for
            approximately   $793  million  in  Conseco  common  stock.  Under  the
            definitive  agreement  dated  August 25,  1996,  between  Conseco  and
            American  Travellers,  each of the 18.0 million issued and outstanding
            shares of American Travellers common stock would be converted into the
            right to receive a fraction of a share of Conseco  common stock having
            a value between  $32.00 and $35.03,  depending on the average  closing
            price of Conseco shares in the 10 trading days  immediately  preceding
            the second trading day prior to closing.  Each $1,000 principal amount
            of  American   Travellers'  6-1/2  Percent  Convertible   Subordinated
            Debentures  would  become  convertible  into shares of Conseco  common
            stock having a value between $2,110 and $2,310,  depending on the same
            average price. The total value of Conseco common stock to be issued in
            this transaction  includes $575 million to acquire American Travellers
            outstanding   common   shares  and  $218  million  when  the  American
            Travellers  debentures  are converted.  Under the agreement,  American
            Travellers would be merged into Conseco.  Consummation of the American
            Travellers  transaction,  which is  subject  to  customary  terms  and
            conditions,  including  approval by the  stockholders of both American
            Travellers  and Conseco and regulatory  approvals,  is expected by the
            end of the fourth quarter of 1996.
  
       (ii) Conseco has agreed to acquire Capitol American  Financial  Corporation
            ("Capitol  American"),  a  provider  of  cancer  insurance  and  other
            supplemental health insurance products, for approximately $650 million
            in cash and Conseco common stock. Under the definitive agreement dated
            August 25, 1996,  between  Conseco and Capitol  American,  each of the
            17.8 million issued and outstanding  shares of Capitol American common
            stock would be converted  into the right to receive $30.00 in cash and
            $6.50 of Conseco  common  stock.  The $680 million  total value of the
            transaction  includes  $534  million in cash,  $116 million in Conseco
            stock and $30  million  of  Capitol  American  debt  being  assumed by
            Conseco.  Under the agreement,  Capitol  American would be merged into
            Conseco.  Consummation  of  the  transaction,   which  is  subject  to
            customary terms and conditions, including approval by the stockholders
            of Capitol American and regulatory  approvals,  is expected by the end
            of the fourth quarter of 1996.
  
      (iii) Conseco is  distributing  the stock of American  Life  Holdings,  Inc.
            ("American  Life   Holdings"),   a  provider  of  retirement   savings
            annuities, previously held by Conseco Capital Partners II, L.P. to all
            partners.  Conseco then intends to acquire the stock of American  Life
            Holdings not already owned by Conseco for  approximately  $165 million
            in cash.  Under Conseco's offer,  each of the 7.2 million  outstanding
            shares of American Life Holdings not already owned by Conseco would be
            converted  into the right to  receive  $23.00 in cash.  American  Life
            Holdings would become a wholly owned subsidiary of Conseco. Completion
            of the  transaction,  which is subject to approval by the shareholders
            of American Life Holdings, is expected by the fourth quarter of 1996.
  
       (iv) Conseco  intends  to  merge  with  Bankers  Life  Holding  Corporation
            ("Bankers   Life"),  a  provider  of  supplemental   health  insurance
            products,  in a  transaction  under  which  Conseco  will  acquire the
            outstanding  shares of Bankers  Life that Conseco does not already own
            for  approximately  $117  million  in  Conseco  common  stock.  In the
            intended merger, each of the 4.7 million outstanding shares of Bankers
            Life common stock not already owned by Conseco would be converted into
            the right to receive  $25.00 in Conseco  common  stock.  Bankers  Life
            would be merged into Conseco. Completion of the transaction,  which is
            subject to review by the  Securities  and Exchange  Commission  of the
            information to be submitted to shareholders of Bankers Life describing
            the terms of the merger, is expected to occur in the fourth quarter of
            1996.
  
                                          2
  CONSECO, INC. AND SUBSIDIARIES
  
       On  August  27,  1996,  Conseco  called  for  redemption  all  5.3  million
  outstanding  shares  of its  Series D  Cumulative  Convertible  Preferred  Stock
  ("Series D Stock").  The Series D Stock will be redeemed on September  26, 1996,
  at  $52.916  per  share in cash,  including  $0.641  per  share of  accrued  and
  accumulated  unpaid  dividends.  Dividends  on the  Series D Stock will cease to
  accrue on September 26, 1996.  Each Series D share can be converted  into 1.5686
  shares of Conseco common stock (no par value) until 5:00 p.m.  (Eastern Daylight
  Savings  Time) on September  20,  1996.  No  adjustments  for accrued but unpaid
  dividends will be paid upon conversion to common stock, and no fractional shares
  of common stock will be delivered.  Conseco will pay the cash  equivalent of any
  such fractional interests. All shares of Series D Stock not previously converted
  will be redeemed on the redemption date.
  
                                          3
  CONSECO, INC. AND SUBSIDIARIES
  
  ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
         (a)   FINANCIAL STATEMENTS -- None
  
         (b)   PRO FORMA FINANCIAL INFORMATION -- None
  
         (c)   EXHIBITS
  
               2.6    Agreement and Plan of Merger dated as of August 25,
                      1996, by and between   Conseco, Inc. and  American
                      Travellers Corporation
  
               2.7     Agreement  and Plan of  Merger  dated as of August
                       25,  1996,  by  and  among   Conseco,   Inc.,  CAF
                       Acquisition Company and Capitol American Financial
                       Corporation
  
               99.1    Shareholders Agreement dated as of August 25, 1996, by and 
                       among Conseco, Inc. and Barry J. Hershey and Connie Hershey
  
                                          4
  CONSECO, INC. AND SUBSIDIARIES
  
                                      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 thereunto duly authorized.
  
  Date: August 28, 1996
  
                                            CONSECO, INC.
  
                                            By: /s/ ROLLIN M. DICK
                                                ------------------ 
                                                Rollin M. Dick
                                                Executive Vice President
                                                   and Chief Financial Officer
  
  J:\8K82396\BODY.896
  
                                          6