ADVISORY/Conseco Issues Advisory.Business Editors INDIANAPOLIS--(BUSINESS WIRE)--Sept. 5, 2001 To: Conseco, Inc. (NYSE:CNC) Investors From: Mark Lubbers, Executive Vice President Date: Sept. 5, 2001 Re: Advisory We've had more than a few questions stemming from a report by a wire service that issued the following headline last Friday: Conseco Files To Sell Up To $21.2M in Stk For Holders
The 4-sentence follow-up story indicated that
-- the basis of this "news" was a shelf registration filed with
the SEC,
-- the company would not receive any proceeds from "the sale,"
-- no underwriters were listed in the filing, and
-- Conseco is a life and health insurance company.
At least one ancillary Subordinate; aiding. A legal proceeding that is not the primary dispute but which aids the judgment rendered in or the outcome of the main action. A descriptive term that denotes a legal claim, the existence of which is dependent upon or reasonably linked to a main claim. report of this "news" noted that Gary Wendt's daughter, Sarah, was one of the individuals who "registered to sell Conseco shares." Sadly, the complete lack of context in these reports has misled mis·led v. Past tense and past participle of mislead. many people. Here's the story. Earlier this summer, we closed on the acquisition of ExlService, a company that provides outsourced back-room and call center services in India. Exl was a company that Gary had helped found after leaving GE Capital Corp, and in which he and members of his family held an ownership stake. In April, we announced our purchase of Exl in an all-stock transaction. We paid 3.4 million shares at an attributed value of $14 per share. You can read the April 23 press release on our web site for details at the time of announcement, and you can review the complete agreement and plan of merger filed with our 2nd quarter 10Q. On July 31, this transaction closed. Following that closing, the company was obligated ob·li·gate tr.v. ob·li·gat·ed, ob·li·gat·ing, ob·li·gates 1. To bind, compel, or constrain by a social, legal, or moral tie. See Synonyms at force. 2. To cause to be grateful or indebted; oblige. to REGISTER with the SEC the shares that it has used in the acquisition. This is a perfunctory per·func·to·ry adj. 1. Done routinely and with little interest or care: The operator answered the phone with a perfunctory greeting. 2. Acting with indifference; showing little interest or care. matter; under Item 507 of Reg REG, n.pr See random event generator. S-K (entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: "Selling Security Holders") we are required to name each security holder. The fact that Reg S-K, and our filing, refers to these persons as "Selling Shareholders" is a term of law, not a statement of intent. As a result of this and previous similar incidents, we will soon be adding a section to the Investor Relations Investor relations The process by which the corporation communicates with its investors. page of the Conseco.com website. This new section will enable investors or prospective investors to submit questions that we can answer, and enable us to post answers for all to see. This should enable us to correct erroneous erroneous adj. 1) in error, wrong. 2) not according to established law, particularly in a legal decision or court ruling. information quickly. |
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