As filed with the Securities and Exchange Commission on March 16,
1995
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Lincoln National Corporation
(Exact name of registrant as specified in its charter)
Indiana 35-1140070
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 East Berry Street
Fort Wayne, Indiana 46802
(Address of principal executive offices)
Lincoln National Corporation
1993 Stock Plan For Non-Employee Directors
(Full title of the Plan)
Jack D. Hunter, Esq.
Executive Vice President and General Counsel
200 East Berry Street
Fort Wayne, Indiana 46802
(219)455-3072
(Name, address and telephone number of agent for service)
Calculation of Registration Fee
Title of sec-|Amount to|Proposed max- |Proposed max- |Amount of
urities to be|be regis-|imum offering |imum aggregate|of registra
registered |tered |price per unit|offering price|tion fee
- -----------------------------------------------------------------
Stock Units |Maximum | | |
and |Total of | | |
Restricted |150,000 | | |
Shares of |units and| | |
Common Stock |restricted| $40.00* |$6,000,000.00 |$2,068.96
| shares | | |
| | | |
Common Stock |150,000 | | |
| shares | | |
*Included solely for the purpose of calculating the registration fee.
Such estimate has been calculated in accordance with Rule 457(h) and
Rule 457(c) under the Securities Act of 1933 and is based upon the
average of the high and low price per share of LNC Common Stock on March
10, 1995. Pursuant to Rule 457(i), the fee is calculated based upon
only the Stock Units and the Restricted Shares of Common Stock, which
are convertible into shares of Common Stock.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [X] In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan(s) described
herein.
PART II
Form S-8.
Item 3. Incorporation of Documents by Reference.
The Registrant, Lincoln National Corporation ("LNC"), and the Lincoln
National Corporation 1993 Stock Plan For Non-Employee Directors (the
"Plan") incorporate herein by reference the documents listed in
(a) through (c) below:
(a) LNC's Annual Report on Form 10-K and the Plan's Annual Report
on Form 11-K filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "1934 Act") for the
fiscal year ended December 31, 1993;
(b) All other reports of LNC and of the Plan, filed pursuant to
Section 13(a) or 15(d) of the 1934 Act since December 31,
1993; and
(c) The description of LNC Common Stock contained in Form 10
filed by LNC pursuant to the 1934 Act on April 28, 1969,
including any amendments or reports filed for the purpose of
updating that description.
All reports and documents subsequently filed with the Securities
and Exchange Commission (the "SEC") by LNC and the Plan subsequent to
the date of this registration statement pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be part thereof from
the date of filing of those documents. The Registrant will deliver
without charge, upon written or oral request, a copy of any and all
information that is incorporated herein by reference. Such request
should be made to Don Van Wyngarden, Second Vice President and Controller.
Item 4. Description of Securities
The securities being registered include stock units reflecting the
value of LNC Common Stock ("Stock Units"), Restricted Shares of LNC
Common Stock ("Restricted Shares"), and actual shares of LNC
Common Stock issuable upon the conversion of Stock Units and Restricted
Shares, as provided in the Plan. Stock Units are bookkeeping entries
which exactly "mirror" the performance (dividends and appreciation/
depreciation) in LNC Common Stock. However, Stock Units have none of
the voting, liquidation, preemption, dividend or other rights associated
with shares of LNC Common Stock. Neither the right to receive Stock
Units nor the Stock Units themselves are assignable or transferable to
any third party.
Restricted Shares are identical to shares of LNC Common Stock, except
that (i) no dividends are payable upon such Restricted Shares (although
dividend equivalent payments are credited to the participant, as described
in the Plan), (ii) Restricted Shares may not be sold, transferred,
assigned, pledged, or otherwise encumbered or disposed of during the
Restricted Period, and (iii) Restricted Shares are subject to forfeiture
in certain circumstances, as described in the Plan.
The terms of the Stock Units and Restricted Shares may be modified by
LNC's Board; however, except as otherwise determined by the Board and to
the extend stockholder approval is required in order to comply with Rule
16b-3 under the Securities Exchange Act of 1934, no such amendment shall
become effective without the approval of LNC's stockholders.
Item 5. Interests of Named Experts and Counsel
The legality of the securities to be issued pursuant to the
Plan will be passed upon for LNC by Dennis L. Schoff. Mr. Schoff is
employed by LNC as an Assistant General Counsel and owns, through LNC's
Savings and Profit-Sharing Plan, shares of LNC Common Stock.
Item 6. Indemnification of Directors and Officers
Consistent with Indiana law, Article VIII of the by-laws of LNC
provides for the indemnification of its officers, directors, employees
and agents against reasonable expenses that may be incurred by them in
connection with the defense of any action, suit or proceeding to which
they are made or threatened to be made parties, except with respect to
matters as to which they are adjudged liable for negligence or
misconduct in the performance of duties to LNC. LNC may reimburse such
officers, directors, employees and agents for reasonable costs of
settlement of any such action, suit or proceeding. In the case of
directors, a determination as to whether indemnification or
reimbursement is proper shall be made by a majority of the disinterested
directors or by written opinion from independent legal counsel. In the
case of individuals who are not directors, any such determination shall
be made by the Chief Executive Officer of LNC or, if he so directs, in
the manner in which it would be made if the relevant individual were a
director of the corporation.
Such indemnification may apply to claims arising under the
Securities Act of 1933, as amended. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers, or persons controlling LNC pursuant to the
foregoing provisions, LNC has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in that Act and therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) Rule 415 Offering. The undersigned registrant hereby
undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or
furnished to the Commission by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and each filing of the Plan's annual
report pursuant to section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
POWERS OF ATTORNEY
LET IT BE KNOWN that each officer or director of Lincoln National
Corporation whose signature appears in paragraph (b) under "SIGNATURES"
below appoints Dennis L. Schoff, Jacquelyn M. Abbott and C. Suzanne
Womack, jointly and severally, his/her attorneys-in-fact, with power of
substitution, for him/her in all capacities, to sign amendments and
post-effective amendments to the Registration Statement of the Lincoln
National Corporation 1993 Stock Plan For Non-Employee Directors, and to
file such amendments with exhibits with the Securities and Exchange
Commission, hereby ratifying all that each attorney-in-fact may do or
cause to be done by virtue of this power.
SIGNATURES
(a) THE REGISTRANT. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on
Form S-8, and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City
of Fort Wayne, State of Indiana, on the 9th day of March, 1995.
LINCOLN NATIONAL CORPORATION
By:/S/ROBERT A. ANKER
Robert A. Anker,
President and
Chief Operating Officer
(b) Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/S/IAN M. ROLLAND Chairman of the Board and 3/9/95
(Ian M. Rolland) Chief Executive Officer
(Principal Executive Officer)
(Director)
/S/ROBERT A. ANKER President and Chief 3/9/95
(Robert A. Anker) Operating Officer
(Director)
S/DONALD L. VANWYNGARDEN Second Vice President & 3/9/95
(Donald L. VanWyngarden) Controller (Principal
Accounting Officer)
/S/RICHARD C. VAUGHAN Senior Vice President 3/9/95
(Richard C. Vaughan) and Chief Financial Officer
(Principal Financial Officer)
(not signed) Director
(J. Patrick Barrett)
/S/THOMAS D. BELL, JR. Director 3/9/95
(Thomas D. Bell. Jr.)
(not signed) Director
(Daniel R. Efroymson)
(not signed) Director
(Harry L. Kavetas)
(not signed) Director
(M. Leanne Lachman)
(not signed) Director
(Leo J. McKernan)
/S/EARL L. NEAL Director 3/9/95
(Earl L. Neal)
/S/JOHN M PIETRUSKI Director 3/9/95
(John M. Pietruski)
/S/JILL S. RUCKELSHAUS Director 3/9/95
(Jill S. Ruckelshaus)
/S/GORDON A. WALKER Director 3/9/95
(Gordon A. Walker)
(not signed) Director
(Gilbert R. Whitaker, Jr.)
STATE OF INDIANA
SS:
COUNTY OF ALLEN
Before me the undersigned, a Notary Public, personally appeared
each of the above-named persons whose signature appears above and
acknowledged the execution of this instrument this 9th day of March,
1995.
/S/KAREN S. MILLER
(Seal) Notary Public
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the Members of the LNC Compensation Committee have duly caused
this Registration Statement to be signed on the Committee's behalf by
the undersigned, thereunto duly authorized in the City of Fort Wayne,
State of Indiana, on the 9th day of March, 1995.
LINCOLN NATIONAL CORPORATION
1993 STOCK PLAN FOR NON-
EMPLOYEE DIRECTORS
By: /S/JOHN M. PIETRUSKI
John M. Pietruski, Chairman
LNC Compensation Committee
EXHIBIT INDEX
Exhibit Number Exhibit Name
4 1993 Stock Plan For Non-Employee
Directors
5 Opinion regarding legality
15 Omitted -- Not applicable
23 (a) Consent of Ernst & Young LLP,
Independent Auditors
(b) Consent of Counsel -- See
Exhibit 5.
24 Powers of Attorney
(These documents form part of the
Signature Pages.)
27 Omitted -- Not applicable
28 Omitted -- Not applicable