Conseco issues memo #23.Business Editors INDIANAPOLIS--(BUSINESS WIRE)--April 18, 2002 Conseco, Inc. (NYSE NYSE See: New York Stock Exchange :CNC (Computerized Numerical Control) See numerical control. CNC - Collaborative Networked Communication ) issued the attached "NEW Conseco Memo #23" from CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. Gary C. Wendt and it was posted on Conseco's web site for shareholders and/or electronically distributed to them today.
NEW Conseco Memo
# 23
To: Conseco Shareholders
From: Gary Wendt, Chairman
Date: April 18, 2002
This is just a short memo to give you the final results of our bond exchange offer. As you know, the offer pertained to six separate senior note issues with a combined outstanding principal amount of $2.54 billion. We extended the offer to the end-of-business yesterday in order to accommodate some remaining small positions. Holders of approximately $10 million more bonds took advantage of the exchange offer since the information we provided over this past weekend. The final results are that an aggregate of $1,294,637,000 in principal amount of notes (51% of the total principal amount outstanding) were tendered by noteholders and accepted by Conseco in the exchange offer. The results by issue are as follows:
Originally Tendered
outstanding for exchange % tendered
----------- ------------ ----------
8.50% senior notes due 2002 $302,299,000 $ 991,000 --
6.40% senior notes due 2003 250,000,000 14,936,000 6%
8.75% senior notes due 2004 788,000,000 366,294,000 46%
6.80% senior notes due 2005 250,000,000 150,783,000 60%
9.00% senior notes due 2006 550,000,000 399,200,000 73%
10.75% senior notes due 2008 400,000,000 362,433,000 91%
We consider this project to have been highly successful. At no additional cost for any bond, we have gained important flexibility to deal with Conseco's debt situation -- the #1 agenda item for our turnaround. In the before and after comparison below, you can see the "smoothing effect" on debt maturities that has resulted from the exchange offer.
($ in millions) Before Exchange* After Exchange*
---------------- ---------------
2002 $ 304.1 $ 302.3
2003 313.5 299.6
2004 812.5 461.1
2005 250.0 99.2
2006 550.0 517.1
2007 -- 150.8
2008 400.0 436.8
2009 0.7 363.1
* Includes $87 million outstanding public debt not subject to exchange offer. We have scheduled our first quarter earnings release for May 1, and we look forward to discussing with you then the progress of business operations Business operations are those activities involved in the running of a business for the purpose of producing value for the stakeholders. Compare business processes. The outcome of business operations is the harvesting of value from assets as well as other turnaround activities. Note on forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. : All statements, trend analyses and other information contained in this report and elsewhere (such as in filings by Conseco with the Securities and Exchange Commission, press releases, presentations by Conseco or its management or oral statements) relative to markets for Conseco's products and trends in Conseco's operations or financial results, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "project," "intend," "may," "will," "would," "contemplate," "possible," "attempts," "seeks," "should," "could," "goal," "target," "on track," "comfortable with," "optimistic op·ti·mist n. 1. One who usually expects a favorable outcome. 2. A believer in philosophical optimism. op " and other similar expressions, constitute forward-looking statements under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by the forward-looking statements. Assumptions and other important factors that could cause our actual results to differ materially from those anticipated in our forward-looking statements include, among other things: (i) general economic conditions and other factors, including prevailing interest rate levels, stock and credit market performance and health care inflation, which may affect (among other things) Conseco's ability to sell its products, its ability to make loans and access capital resources and the costs associated therewith there·with adv. 1. With that, this, or it. 2. In addition to that. 3. Archaic Immediately thereafter. Adv. 1. , the market value of Conseco's investments, the lapse rate lapse rate n. The rate of decrease of atmospheric temperature with increase in altitude. lapse rate The rate of change of any meteorological phenomenon, especially atmospheric temperature with altitude. and profitability of policies, and the level of defaults and prepayments Prepayments Payments made in excess of scheduled mortgage principal repayments. of loans made by Conseco; (ii) Conseco's ability to achieve anticipated synergies and levels of operational efficiencies, including from our process excellence initiatives; (iii) customer response to new products, distribution channels and marketing initiatives; (iv) mortality, morbidity morbidity /mor·bid·i·ty/ (mor-bid´it-e) 1. a diseased condition or state. 2. the incidence or prevalence of a disease or of all diseases in a population. mor·bid·i·ty n. , usage of health care services and other factors which may affect the profitability of Conseco's insurance products; (v) performance of our investments; (vi) changes in the Federal income tax laws and regulations which may affect the relative tax advantages of some of Conseco's products; (vii) increasing competition in the sale of insurance and annuities and in the finance business; (viii) regulatory changes or actions, including those relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc regulation of financial services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. affecting (among other things) bank sales and underwriting Underwriting 1. The process by which investment bankers raise investment capital from investors on behalf of corporations and governments that are issuing securities (both equity and debt). 2. The process of issuing insurance policies. of insurance products, regulation of the sale, underwriting and pricing of products, and health care regulation affecting health insurance products; (ix) the outcome of Conseco's efforts to sell assets and reduce, refinance Refinance 1. When a business or person revises their payment schedule for repaying debt. 2. Replacing an older loan with a new loan offering better terms. Notes: When a business refinances they typically extend the maturity date. or modify indebtedness INDEBTEDNESS. The state, of being in debt, without regard to the ability or inability of the party to pay the same. See 1 Story, Eq. 343; 2 Hill. Ab. 421. 2. and the availability and cost of capital in connection with this process; (x) actions by rating agencies and the effects of past or future actions by these agencies on Conseco's business; (xi) the ultimate outcome of lawsuits filed against Conseco; and (xii) the risk factors or uncertainties listed from time to time in Conseco's filings with the Securities and Exchange Commission. Other factors and assumptions not identified above are also relevant to the forward-looking statements, and if they prove incorrect, could also cause actual results to differ materially from those projected. World Wide Web http://www.conseco.com Investor Hotline 800.4.CONSECO |
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