content: <PAGE> 1
  
                                                                
  
  
                      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):  
                                 June 26, 1994
  
  
  
                                 CONSECO, INC.
  
                            State of Incorporation:
                                    Indiana
  
  
       Commission File                                      IRS Employer Id.
         No. 0-11164                                         No. 35-1468632
  
                    Address of Principal Executive Offices:
                        11825 North Pennsylvania Street
                            Carmel, Indiana  46032
  
                                 Telephone No.
                                (317) 573-6100
  <PAGE>
  <PAGE> 2
  
  
  
                       CONSECO, INC. AND SUBSIDIARIES
                                           
  
  Item 5.  Other Events.
  
       Conseco, Inc., an Indiana corporation (the "Registrant"), KC Acquisition,
  Inc., a Delaware corporation and a wholly owned subsidiary of the Registrant
  ("KC Acquisition"), and Kemper Corporation, a Delaware corporation ("Kemper"),
  have entered into an Agreement and Plan of Merger dated as of June 26, 1994
  (the "Merger Agreement"), pursuant to which KC Acquisition will be merged with
  and into Kemper (the "Merger") in a transaction in which Kemper will be the
  surviving corporation (the "Surviving Corporation").  As of the effective time
  of the Merger (the "Effective Time"), the Surviving Corporation will be a
  wholly owned subsidiary of the Registrant.  
  
       As of the Effective Time, by virtue of the Merger, each share of common
  stock, par value $5.00 per share, of Kemper ("Common Stock") issued and
  outstanding immediately prior to the Effective Time (other than shares of
  Common Stock that are owned by Kemper or any subsidiary or by the Registrant
  or any subsidiary (excluding shares in trust accounts, managed accounts,
  custodial accounts and the like that are beneficially owned by third parties
  as well as shares held in the ordinary course of business by subsidiaries of
  Kemper or the Registrant that are insurance companies or broker-dealers) and
  other than shares of Common Stock held by stockholders of Kemper who exercise
  their appraisal rights) shall be converted into the right to receive (i) $56.00
  per share, without interest, and (ii) the fraction (rounded to the nearest
  ten-thousandth of a share) of a validly issued, fully paid and nonassessable
  share of common stock, without par value, of the Registrant ("Conseco Common
  Stock") determined by dividing $11.00 by the Average Parent Price (as defined
  below). The "Average Parent Price" shall be equal to the average of the closing
  prices of Conseco Common Stock on the New York Stock Exchange ("NYSE")
  Composite Transactions Reporting System, as reported in The Wall Street
  Journal, for the 20 trading days immediately preceding the second trading day
  prior to the Effective Time (the "Trading Average"); provided, however, that
  if the Trading Average is less than $45.50, then the Average Parent Price shall
  be $45.50, and if the Trading Average is greater than $55.50, then the Average
  Parent Price shall be $55.50. 
  
       Each share of (i) Series A Cumulative Convertible Preferred Stock of
  Kemper, (ii) Series C Cumulative Preferred Stock of Kemper, (iii) Series D
  Index Exchangeable Preferred Stock of Kemper and (iv) Series E Cumulative
  Convertible Preferred Stock of Kemper issued and outstanding immediately prior
  to the Effective Time  (other than shares held by preferred stockholders of
  Kemper who exercise their appraisal rights) will remain outstanding as one
  validly issued, fully paid and nonassessable share of preferred stock of the
  Surviving Corporation subsequent to the Effective Time, subject to the
  respective terms and covenants thereof. 
  
       The closing of the Merger is subject to certain conditions set forth in
  the Merger Agreement, including the approval of the Merger by the affirmative
  vote of stockholders of Kemper entitled to cast at least a majority of the
  votes which all stockholders of Kemper are entitled to cast thereon, the
  approval of the issuance of shares of Conseco Common Stock in the Merger by the
  affirmative vote of the holders of a majority of the  shares present, or
  represented, and entitled to vote thereon at a meeting of stockholders of the
  Registrant, the receipt of all required governmental and regulatory consents,
  the receipt of certain approvals with respect to the  registered investment
  companies for which Kemper or any subsidiary acts as investment adviser or
  sub-adviser, the receipt of certain consents from the noninvestment company
  advisory clients of the asset management subsidiaries of Kemper and the
  obtaining by the Registrant of all financing necessary to pay the aggregate
  cash consideration payable in connection with the Merger.
  <PAGE>
  <PAGE> 3
                   CONSECO, INC. AND SUBSIDIARIES
  
                                               
  
  
       Prior to the Effective Time, Conseco Capital Partners II, L.P. , an
  affiliate of the Registrant ("CCP II"), will organize CCP II Holdings Corp.,
  a Delaware corporation ("CCP II Holdings"), to acquire an existing life
  insurance company ("Life Insurance Holdings") and to organize one or more real
  estate acquisition subsidiaries.  Simultaneously with or immediately following
  the Effective Time, it is anticipated that the Surviving Corporation will sell
  all of the issued and outstanding shares of capital stock of each of the
  subsidiaries of Kemper engaged in the life insurance business and activities
  related thereto to Life Insurance Holdings and certain subsidiaries of Kemper
  engaged in holding interests in real estate businesses and activities related
  thereto will be merged with and into one or more of the real estate acquisition
  subsidiaries.  In addition, it is anticipated that simultaneously with or
  immediately following the Effective Time, Kemper Financial Services, Inc., a
  Delaware  corporation ("KFS"), will transfer all of the broker-dealer
  businesses of KFS and all of the property and assets related thereto into a new
  wholly owned subsidiary of KFS. 
  
       Pursuant to a letter dated as of June 21, 1994, Citibank, N.A., provided
  the Registrant with financing commitments for senior secured debt facilities
  of up to $1,223,500,000 required to consummate the Merger and related
  transactions, consisting of secured term facilities of up to $723,500,000 to
  the Surviving Corporation and a secured bridge facility of up to $100,000,000
  to the Surviving Corporation and a secured term facility  of up to $400,000,000
  to CCP II Holdings.
  
       Pursuant to a letter dated as of June 22, 1994, Morgan Stanley & Co.
  Incorporated confirmed to the Registrant that it is highly confident that it
  could arrange, as exclusive placement agent or lead managing underwriter, for
  the sale of up to $350,000,000 of senior subordinated debentures to be issued
  by the Surviving Corporation and up to $400,000,000 of senior subordinated
  debentures to be issued by CCP II Holdings.
  
       Pursuant to a letter dated as of June 23, 1994, CCP II confirmed to Kemper
  that it is prepared to enter into an agreement to acquire from Kemper all of
  the outstanding capital stock of Federal Kemper Life Assurance Company and
  Kemper Investors Life Insurance Company, together with certain related real
  estate businesses, for an aggregate purchase price of $1,350,000,000.  CCP II
  anticipates financing such acquisitions with the proceeds  of the $400,000,000
  secured term bank facility to CCP II Holdings referred to above, the
  $400,000,000 of  senior subordinated debentures to be issued by CCP II Holdings
  referred to above, $250,000,000 of pay-in-kind preferred stock to be issued by
  CCP II Holdings and $300,000,000 of equity to be contributed by the limited
  partners of CCP II. 
  
       A copy of the joint press release of the Registrant and Kemper, dated June
  27, 1994, relating to the above-described transactions is attached hereto as
  Exhibit 99 and is incorporated herein by reference.
  <PAGE>
  <PAGE> 4
  
                   CONSECO, INC. AND SUBSIDIARIES
  
                                               
  
  
       Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
  
            The following exhibit is filed with this report:
  <TABLE>
  <CAPTION>
       Exhibit Number            Description
       --------------            -----------
       <S>                       <C>
           99                    Joint press release of the Registrant and Kemper 
                                 issued June 27, 1994, regarding the Merger Agreement.
  
  </TABLE>
  
  
  <PAGE>
  <PAGE> 5
                   CONSECO, INC. AND SUBSIDIARIES
  
                                               
  
  
                              SIGNATURE
  
       Pursuant to the requirements of the Securities and Exchange Act of 1934,
  the Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
  
  Date:  July 1, 1994
                                               CONSECO, INC.
  
  
  
                                               By: LAWRENCE W. INLOW   
                                                   ------------------------
                                                  Lawrence W. Inlow
                                                  Executive Vice President
                                                    and General Counsel
  
  <PAGE>
  <PAGE> 6
                   CONSECO, INC. AND SUBSIDIARIES
  
                                               
  
  
                            EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  
       Exhibit Number          Description
       --------------          -----------
           <S>                 <C>
            99                 Joint press release of the Registrant and Kemper 
                               issued June 27, 1994, regarding the Merger Agreement.
  </TABLE>
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "CONSECO FORM 8-K", "secsgml_size_bytes": 10184}]
metadata_filer: {"company-data": {"conformed-name": "CONSECO INC", "cik": "0000719241", "assigned-sic": "6311", "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": "94537664"}, "business-address": {"street1": "11825 N PENNSYLVANIA ST", "city": "CARMEL", "state": "IN", "zip": "46032", "phone": "3175736100"}, "former-company": {"former-conformed-name": "SECURITY NATIONAL OF INDIANA CORP", "date-changed": "19840207"}}
text: 1
  
                                                                
  
                      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):  
                                 June 26, 1994
  
                                 CONSECO, INC.
  
                            State of Incorporation:
                                    Indiana
  
       Commission File                                      IRS Employer Id.
         No. 0-11164                                         No. 35-1468632
  
                    Address of Principal Executive Offices:
                        11825 North Pennsylvania Street
                            Carmel, Indiana  46032
  
                                 Telephone No.
                                (317) 573-6100
  2
  
                       CONSECO, INC. AND SUBSIDIARIES
                                           
  
  Item 5.  Other Events.
  
       Conseco, Inc., an Indiana corporation (the "Registrant"), KC Acquisition,
  Inc., a Delaware corporation and a wholly owned subsidiary of the Registrant
  ("KC Acquisition"), and Kemper Corporation, a Delaware corporation ("Kemper"),
  have entered into an Agreement and Plan of Merger dated as of June 26, 1994
  (the "Merger Agreement"), pursuant to which KC Acquisition will be merged with
  and into Kemper (the "Merger") in a transaction in which Kemper will be the
  surviving corporation (the "Surviving Corporation").  As of the effective time
  of the Merger (the "Effective Time"), the Surviving Corporation will be a
  wholly owned subsidiary of the Registrant.  
  
       As of the Effective Time, by virtue of the Merger, each share of common
  stock, par value $5.00 per share, of Kemper ("Common Stock") issued and
  outstanding immediately prior to the Effective Time (other than shares of
  Common Stock that are owned by Kemper or any subsidiary or by the Registrant
  or any subsidiary (excluding shares in trust accounts, managed accounts,
  custodial accounts and the like that are beneficially owned by third parties
  as well as shares held in the ordinary course of business by subsidiaries of
  Kemper or the Registrant that are insurance companies or broker-dealers) and
  other than shares of Common Stock held by stockholders of Kemper who exercise
  their appraisal rights) shall be converted into the right to receive (i) $56.00
  per share, without interest, and (ii) the fraction (rounded to the nearest
  ten-thousandth of a share) of a validly issued, fully paid and nonassessable
  share of common stock, without par value, of the Registrant ("Conseco Common
  Stock") determined by dividing $11.00 by the Average Parent Price (as defined
  below). The "Average Parent Price" shall be equal to the average of the closing
  prices of Conseco Common Stock on the New York Stock Exchange ("NYSE")
  Composite Transactions Reporting System, as reported in The Wall Street
  Journal, for the 20 trading days immediately preceding the second trading day
  prior to the Effective Time (the "Trading Average"); provided, however, that
  if the Trading Average is less than $45.50, then the Average Parent Price shall
  be $45.50, and if the Trading Average is greater than $55.50, then the Average
  Parent Price shall be $55.50. 
  
       Each share of (i) Series A Cumulative Convertible Preferred Stock of
  Kemper, (ii) Series C Cumulative Preferred Stock of Kemper, (iii) Series D
  Index Exchangeable Preferred Stock of Kemper and (iv) Series E Cumulative
  Convertible Preferred Stock of Kemper issued and outstanding immediately prior
  to the Effective Time  (other than shares held by preferred stockholders of
  Kemper who exercise their appraisal rights) will remain outstanding as one
  validly issued, fully paid and nonassessable share of preferred stock of the
  Surviving Corporation subsequent to the Effective Time, subject to the
  respective terms and covenants thereof. 
  
       The closing of the Merger is subject to certain conditions set forth in
  the Merger Agreement, including the approval of the Merger by the affirmative
  vote of stockholders of Kemper entitled to cast at least a majority of the
  votes which all stockholders of Kemper are entitled to cast thereon, the
  approval of the issuance of shares of Conseco Common Stock in the Merger by the
  affirmative vote of the holders of a majority of the  shares present, or
  represented, and entitled to vote thereon at a meeting of stockholders of the
  Registrant, the receipt of all required governmental and regulatory consents,
  the receipt of certain approvals with respect to the  registered investment
  companies for which Kemper or any subsidiary acts as investment adviser or
  sub-adviser, the receipt of certain consents from the noninvestment company
  advisory clients of the asset management subsidiaries of Kemper and the
  obtaining by the Registrant of all financing necessary to pay the aggregate
  cash consideration payable in connection with the Merger.
  3
                   CONSECO, INC. AND SUBSIDIARIES
  
                                               
  
       Prior to the Effective Time, Conseco Capital Partners II, L.P. , an
  affiliate of the Registrant ("CCP II"), will organize CCP II Holdings Corp.,
  a Delaware corporation ("CCP II Holdings"), to acquire an existing life
  insurance company ("Life Insurance Holdings") and to organize one or more real
  estate acquisition subsidiaries.  Simultaneously with or immediately following
  the Effective Time, it is anticipated that the Surviving Corporation will sell
  all of the issued and outstanding shares of capital stock of each of the
  subsidiaries of Kemper engaged in the life insurance business and activities
  related thereto to Life Insurance Holdings and certain subsidiaries of Kemper
  engaged in holding interests in real estate businesses and activities related
  thereto will be merged with and into one or more of the real estate acquisition
  subsidiaries.  In addition, it is anticipated that simultaneously with or
  immediately following the Effective Time, Kemper Financial Services, Inc., a
  Delaware  corporation ("KFS"), will transfer all of the broker-dealer
  businesses of KFS and all of the property and assets related thereto into a new
  wholly owned subsidiary of KFS. 
  
       Pursuant to a letter dated as of June 21, 1994, Citibank, N.A., provided
  the Registrant with financing commitments for senior secured debt facilities
  of up to $1,223,500,000 required to consummate the Merger and related
  transactions, consisting of secured term facilities of up to $723,500,000 to
  the Surviving Corporation and a secured bridge facility of up to $100,000,000
  to the Surviving Corporation and a secured term facility  of up to $400,000,000
  to CCP II Holdings.
  
       Pursuant to a letter dated as of June 22, 1994, Morgan Stanley & Co.
  Incorporated confirmed to the Registrant that it is highly confident that it
  could arrange, as exclusive placement agent or lead managing underwriter, for
  the sale of up to $350,000,000 of senior subordinated debentures to be issued
  by the Surviving Corporation and up to $400,000,000 of senior subordinated
  debentures to be issued by CCP II Holdings.
  
       Pursuant to a letter dated as of June 23, 1994, CCP II confirmed to Kemper
  that it is prepared to enter into an agreement to acquire from Kemper all of
  the outstanding capital stock of Federal Kemper Life Assurance Company and
  Kemper Investors Life Insurance Company, together with certain related real
  estate businesses, for an aggregate purchase price of $1,350,000,000.  CCP II
  anticipates financing such acquisitions with the proceeds  of the $400,000,000
  secured term bank facility to CCP II Holdings referred to above, the
  $400,000,000 of  senior subordinated debentures to be issued by CCP II Holdings
  referred to above, $250,000,000 of pay-in-kind preferred stock to be issued by
  CCP II Holdings and $300,000,000 of equity to be contributed by the limited
  partners of CCP II. 
  
       A copy of the joint press release of the Registrant and Kemper, dated June
  27, 1994, relating to the above-described transactions is attached hereto as
  Exhibit 99 and is incorporated herein by reference.
  4
  
                   CONSECO, INC. AND SUBSIDIARIES
  
                                               
  
       Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
  
            The following exhibit is filed with this report:
  Exhibit Number            Description
       --------------            -----------
  99                    Joint press release of the Registrant and Kemper 
                                 issued June 27, 1994, regarding the Merger Agreement.
  5
                   CONSECO, INC. AND SUBSIDIARIES
  
                                               
  
                              SIGNATURE
  
       Pursuant to the requirements of the Securities and Exchange Act of 1934,
  the Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  Date:  July 1, 1994
                                               CONSECO, INC.
  
                                               By: LAWRENCE W. INLOW   
                                                   ------------------------
                                                  Lawrence W. Inlow
                                                  Executive Vice President
                                                    and General Counsel
  6
                   CONSECO, INC. AND SUBSIDIARIES
  
                                               
  
                            EXHIBIT INDEX
  Exhibit Number          Description
       --------------          -----------
  99                 Joint press release of the Registrant and Kemper 
                               issued June 27, 1994, regarding the Merger Agreement.