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Non-Tech : Green Tree Financial (GNT) -- Ignore unavailable to you. Want to Upgrade?

To: gerard mangiardi who wrote (158)	4/10/1998 2:12:00 PM
From: Brett Nelson	Respond to of 169

<CNC's option to buy gnt stock at around 52 is protection against other potential suitors from making a higher offer> Perhaps, but it's only for 20% of the outstanding shares, hardly enough to garner a controlling interest. Moreover, given the market's reaction to this deal thus far, another suitor could likely do the deal at a price below that, particularly if they offered cash right now. In any event, we are a long way from that number currently.

To: gerard mangiardi who wrote (158)	4/10/1998 2:21:00 PM
From: Brett Nelson	Read Replies (2) \| Respond to of 169

FROM CNC Board: The person who posted about the $700MM tax loss carry forwards got my attention. From the CNC 12/31/97 10K: "The Company had tax loss carry forwards at December 31, 1997 of approximately $737.1 million, portions of which begin expiring in 1999. However, the amount of such loss that may be offset against current taxable income is subject to the following limitations: (1) losses may be offset against the income of other corporate entities only if such entities are included in the same consolidated tax return (insurance companies are currently not eligible for inclusion in Conseco's tax return until five years after they are acquired); (2) losses incurred in non-life companies (which comprise most of the loss carry forwards) may offset only a portion of income from life companies in the same consolidated tax return; and (3) some loss carry forwards may not be used to offset taxable income of entities acquired after the loss was incurred. We, however, believe we will be able to utilize all the current loss carry forwards before they expire." Note the restrictions on insurance companies in (1) and the majority of carry forwards are for non-life companies in (2). If CNC can use 1/2 of these carry forwards against GNT's taxes based on 1997's $184MM, it would add an ADDITIONAL .54 (post merger) PER CNC SHARE EACH YEAR for the next two years ABOVE the current earnings estimates of the combined companies. Just think what an extra .54 surprise would do for 4Q and FY98 earnings.Is the GNT deal immediately accretive, I think so.