Exhibit 4(e)
As filed with the Securities and Exchange Commission on September 15,1994
Registration No. 33-55379
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 46802-2706
(219) 455-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JACK D. HUNTER, ESQ.
Executive Vice President and General Counsel
200 East Berry Street
Fort Wayne, Indiana 46802-2706
(219) 455-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
ARTHUR J. SIMON
GARDNER, CARTON & DOUGLAS
321 North Clark Street, Quaker Tower
Chicago, Illinois 60610
(312) 245-8451
and
JOHN L. STEINKAMP
Vice President and Associate General Counsel
LINCOLN NATIONAL CORPORATION
1300 South Clinton Street
Fort Wayne, Indiana 46802
(219)455-3628
Approximate date of commencement of the proposed sale to the public:
From time to time after the effective date of this Registration Statement as
determined in light of market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. | |
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, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. |X|
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
Subject to Completion, Dated September 15, 1994
LINCOLN NATIONAL CORPORATION
COMMON STOCK, PREFERRED STOCK AND DEBT SECURITIES
Lincoln National Corporation (the "Company") from time to time may offer
up to $500,000,000 aggregate public offering price (or the equivalent in foreign
denominated currencies or composite currencies) of its (i) unsecured securities
consisting of notes, debentures and or other unsecured evidences of indebtedness
("Debt Securities"), (ii) Preferred Stock (without par value) ("Preferred
Stock"),or (iii) Common Stock (without par value)("Common Stock"). The Debt
Securities, Preferred Stock and Common Stock (collectively, the "Securities")
may be offered either together or separately and will be offered in amounts, at
prices and on terms to be determined at the time of offering. The Company may
sell Securities directly, through agents designated from time to time, through
dealers or one or more underwriters, or through a syndicate of underwriters
managed by one or more underwriters. See "Plan of Distribution."
Certain specific terms of the particular Securities in respect of which
this Prospectus is being delivered ("Offered Securities")are set forth in the
accompanying Prospectus Supplement ("Prospectus Supplement"),including, where
applicable, the initial public offering price of the Securities, the listing on
any securities exchange, other special terms, and (i) in the case of Debt
Securities, the specific designation, aggregate principal amount, the
denomination, maturity, premium, if any, the rate (which may be fixed or
variable), time and method of calculating payment of interest, if any, the place
or places where principal of, premium, if any, and interest, if any, on such
Debt Securities will be payable, the currency in which principal of, premium, if
any, and interest, if any, on such Debt Securities will be payable, any terms of
redemption at the option of the Company or the holder, any sinking fund
provisions and any terms for conversion or exchange into Common Stock and (ii)
in the case of Preferred Stock, the specific title and stated value, any
dividend, liquidation, redemption, voting and other rights and any terms for
exchange for Debt Securities or conversion or exchange into Common Stock. The
Prospectus Supplement sets forth the names of any underwriters, dealers or
agents involved in the distribution of the Offered Securities and any applicable
discounts, commissions or allowances. If so specified in the applicable
Prospectus Supplement, Offered Securities may be issued in whole or in part in
the form of one or more temporary or permanent global securities.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
The date of this Prospectus is September 15, 1994
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No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus or any Prospectus Supplement and, if given or made, such information
or representations must not be relied upon as having been authorized by the
Company or any underwriter, dealer or agent. Neither this Prospectus nor any
Prospectus Supplement constitutes an offer to sell or a solicitation of an offer
to buy any securities other than the registered securities to which it relates
or an offer to sell or a solicitation of an offer to buy such securities in any
circumstance in which such offer or solicitation is unlawful. Neither the
delivery of this Prospectus or any Prospectus Supplement nor any sale made
hereunder or thereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the date
hereof or thereof or that the information contained or incorporated by reference
herein or therein is correct as of any time subsequent to its date.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company with the Commission may be inspected and copied
at the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and are also
available for inspection and copying at the regional offices of the Commission
located at 75 Park Place, New York, New York 10007 and at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400 , Chicago, Illinois 60661. Copies of
such information can also be obtained by mail from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. In addition, such information can be inspected at the offices
of the New York Stock Exchange, Inc. at 20 Broad Street, New York, New York
10005, at the offices of the Chicago Stock Exchange, Inc. at 440 South LaSalle
Street, Chicago, Illinois, 60603 and at the offices of the Pacific Stock
Exchange, Inc. at 301 Pine Street, San Francisco, California 94104.
This Prospectus constitutes a part of a registration statement filed on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus omits
certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement for further information
with respect to the Company. Any statements contained herein concerning the
provisions of any document are not necessarily complete and, in each instance,
reference is made to the copy of each document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference. The Company is not
required to, and does not,provide annual reports to holders of its debt
securities unless specifically requested by a holder.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for its fiscal year ended
December 31,1993, Quarterly Reports on Form 10-Q for the quarters ended March 31
and June 30,1994 (as amended on Form 10-Q/A) and Current Report on Form 8-K
dated March 29, 1994 filed with the Commission pursuant to Section 13 of the
Exchange Act are incorporated herein by reference.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offerings of the Common Stock, Preferred Stock and Debt
Securities made by the prospectuses included in the Registration Statement are
deemed incorporated herein by reference and such documents shall be deemed to be
a part hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed
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to be modified or superseded for purposes of this Prospectus to the extent that
any statement contained herein or in any subsequently filed document which also
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge, upon written or oral request, to
each person to whom a copy of this Prospectus is delivered a copy of any of the
documents incorporated by reference herein (not including the exhibits to such
documents, unless such exhibits are specifically incorporated by reference in
such documents). Requests should be directed to C. Suzanne Womack, Secretary,
Lincoln National Corporation, 200 East Berry Street, Fort Wayne, Indiana,
46802-2706, telephone number (219) 455-3271.
FOR NORTH CAROLINA RESIDENTS: THE COMMISSIONER OF INSURANCE OF THE STATE OF
NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED THIS OFFERING NOR HAS THE
COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
IN CONNECTION WITH ANY OFFERINGS OF COMMON STOCK, THE UNDERWRITERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE
OF THE COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK, CHICAGO OR
PACIFIC STOCK EXCHANGES OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
[End of Second Page of Prospectus]
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THE COMPANY
The Company is an insurance holding company with consolidated assets at
June 30, 1994, of approximately $47.8 billion and shareholders' equity of
approximately $3.3 billion. The Company, through its subsidiaries, provides
property-casualty insurance, life insurance and annuities and life-health
reinsurance to its customers.
The Property-Casualty segment's products are comprised substantially of
exposures that tend to produce claims that are reported and settled in the
short-term. Products are distributed nationally, with an emphasis on desirable
business environments, and target small and medium-sized commercial accounts and
preferred personal line customers.
The Life Insurance and Annuity segment provides a broad range of life
insurance and annuity contracts through a variety of distribution channels. This
segment attempts to differentiate its products through quality service and
flexibility. Universal life is the dominant life insurance product. Both fixed
and variable annuities have registered strong growth during the past several
years.
For the six months ended June 30, 1994 and for the year ended December 31,
1993, the Company's consolidated revenue and net income were as follows:
Six Months Year Ended
Ended June 30, 1994 December 31, 1993
Revenue Net Income Revenue Net Income
(millions of dollars)
Property-Casualty....................... $1,002.8 $ 67.8 $2,240.6 $ 225.7
Insurance and Annuities.............. 1,255.6 57.1 2,858.3 234.6
Life-Health Reinsurance............... 913.5 29.2 1,930.5 17.3
Employee Life-Health Benefits 314.9 14.4 1,297.3 55.3
Other Operations .................. 64.5 29.3 (36.9) (214.0)
Total................................... $3,551.3 $197.8 $8,289.8 $ 318.9
Data shown for the six months ended June 30, 1994 is for the January 1,
1994 through March 21, 1994 (the date on which the Company sold to the public64%
of the outstanding shares of the subsidiary involved in this segment)
Net Income for "Other Operations" for the year ended December 31, 1993
consists of $19.8 million in net realized capital gains, a loss of $98.5 million
from the sale of a subsidiary, a charge of $96.4 million for the adoption of an
accounting charge (post-retirement benefits) and $38.9 million of corporate
expenses and interest on corporate debt.
Lincoln National Corporation is an Indiana corporation with its principal
office at 200 East Berry Street, Fort Wayne, Indiana 46802-2706.
Its telephone number is (219) 455-2000.
USE OF PROCEEDS
Unless otherwise indicated in the accompanying Prospectus Supplement, the
net proceeds to the Company from the sale of Securities offered hereby will be
used for general corporate purposes and may be used for the repayment of
short-term debt, or to fund future acquisitions, capital expenditures or working
capital needs. Specific allocations of the proceeds for the various purposes
have not been made at this time, and the amount and timing of such offerings
will depend upon the Company's requirements and the availability of other funds.
All or a portion of the proceeds may be invested on a temporary basis in
short-term, interest-bearing securities. The specific allocations of the
proceeds of a particular series or issuance of Securities will be described in
the Prospectus Supplement relating thereto.
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RISK FACTORS RELATING TO CURRENCIES
Debt Securities denominated or payable in foreign currencies may entail
significant risks. These risks include, without limitation,the possibility of
significant fluctuations in foreign currency exchange rates. These risks may
vary depending upon the currency or currencies involved. These risks will be
more fully described in the Prospectus Supplement relating thereto.
HISTORICAL RATIO OF EARNINGS TO FIXED CHARGES
Six months
ended
June 30, Year Ended December 31,
1994 1993 1993 1992 1991 1990 1989
Ratio of Earnings to Fixed Charges:
Excluding interest on
annuities and financial
products ...........................7.90 8.99 10.35 6.69 3.04 3.04 4.01
Including interest on
annuities and financial
products .......................... 1.33 1.36 1.43 1.32 1.16 1.18 1.34
Ratio of earnings to combined
fixed charges and preferred
stock dividends .................. 1.31 1.34 1.40 1.30 1.15 1.17 1.31
For purposes of determining this ratio, earnings consist of income before
federal income taxes and cumulative effect of accounting change adjusted for the
difference between income or losses from unconsolidated equity investments and
cash distributions from such investments, plus fixed charges. Fixed charges
consist of interest expense on debt and the portion of operating leases that are
representative of the interest factor. Same as the ratio of earnings to
fixed charges, excluding interest on annuities and financial products, except
fixed charges and earnings include interest on annuities and financial products.
Same as the ratio of earnings to fixed charges, including interest on
annuities and financial products, except that fixed charges include the pre-tax
earnings required to cover preferred stock dividend requirements.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities may be issued in one or more series under an Indenture
(the "Indenture"), between the Company and The Bank of New York, as trustee (the
"Trustee"), a copy of which is included as an exhibit to the Registration
Statement filed with the Commission with respect to the Debt Securities. The
following summaries of certain provisions of the Indenture are not complete and
are subject to, and are qualified in their entirety by reference to, all
provisions of the Indenture. Certain terms defined in the Indenture are
capitalized in this Prospectus.
Parenthetical references are to the Indenture.
General
The Debt Securities will be unsecured and will rank on the parity with all
other unsecured and unsubordinated indebtedness of the Company.
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The Indenture does not limit the amount of Debt Securities which may be
issued thereunder and provides that Debt Securities may be issued up to the
aggregate principal amount which may be authorized from time to time by the
Company. Reference is made to the Prospectus Supplement for the following terms
of Debt Securities being offered thereby; (i) the title, aggregate principal
amount and authorized denominations of Debt Securities; (ii) the percentage of
their principal amount at which such Debt Securities will be issued; (iii) the
date or dates on which Debt Securities will mature; (iv) the rate or rates per
annum (which may be fixed or variable), if any, at which Debt Securities will
bear interest (or the method of determination or calculation thereof); (v) the
times at which any such interest will be payable; (vi) the currency or units
based on or relating to currencies in which the Debt Securities are denominated
and in which principal, premium, if any, any interest and Additional Amounts (as
defined below) will or may be payable; (vii) the dates, if any, on which and the
price or prices at which the Debt Securities will, pursuant to any mandatory
sinking fund provisions, or may, pursuant to any optional sinking fund
provisions, be redeemed by the Company, and other terms and provisions of
sinking fund; (viii) any redemption terms or any terms for repayment of
principal amount at the option of the holder; (ix) whether and under what
circumstances the Company will pay additional amounts ("Additional Amounts") in
respect of certain taxes imposed on certain holders or as otherwise provided;
(x) the terms and conditions upon which such Debt Securities may be convertible
into shares of Common Stock or other securities of the Company, including the
conversion price, conversion period and other conversion provisions; (xi) the
defeasance provisions, if any, that are applicable to such Debt Securities;
(xii) whether the Debt Securities are to be issuable in global form and, if so,
the terms and conditions, if any, upon which interests in such Debt Securities
in global form may be exchanged, in whole or in part, for the individual Debt
Securities represented thereby and the initial Depository with respect to such
global Debt Security; (xiii) the person to whom any interest on a Registered
Security is payable, if other than the registered holder thereof, or the manner
in which any interest is payable on a Bearer Security if other than upon
presentation of the coupons pertaining thereto, as the case may be; or (xiv) any
other specific terms of such Debt Securities.
Principal, interest and premium and Additional Amounts, if any, will be
payable in the manner, at the places and subject to the restrictions set forth
in the Indenture, the Debt Securities and the Prospectus Supplement relating
thereto.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Debt Securities will be issued in fully registered form without coupons.
Where Debt Securities of any series are issued in bearer form, the special
restrictions and considerations, including special offering restrictions and
special Federal income tax considerations, applicable to any such Debt
Securities and to payment on and transfer and exchange of such Debt Securities
will be described in the applicable Pricing Supplement.
Some of the Debt Securities may be issued as discounted Debt Securities
(bearing no interest or at a rate which at the time of issuance is below market
rates) to be sold at the substantial discount below their stated principal
amount. Federal income tax consequences and other special considerations
applicable to any such discounted Debt Securities will be described in the
Prospectus Supplement relating thereto.
If the purchase price of any Debt Securities is payable in one or more
foreign currencies or currency units or if any Debt Securities are denominated
in one or more foreign currencies or currency units or if the principal of,
premium, if any, or interest, if any, on any Debt Securities is payable in one
or more foreign currencies or currency units, the restrictions, elections,
certain Federal income tax considerations, specific terms and other information
with respect to such issue of Debt Securities and such foreign currency or
currency units will be set forth in the applicable Prospectus Supplement.
Debt Securities may be presented for exchange, and registered Debt
Securities may be presented for transfer, in the manner, at the places and
subject to the restrictions set forth in the Indenture, the Debt Securities
and the Prospectus Supplement relating thereto. Debt Securities in
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bearer form and the coupons, if any,appertaining thereto will be transferable by
delivery. No service charge will be made for any transfer or exchange of Debt
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
(Section 2.06)
Unless otherwise indicated in the applicable Prospectus Supplement, the
covenants contained in the Indenture and the Debt Securities would not
necessarily afford Holders of the Debt Securities protection in the event of a
highly leveraged or other transaction involving the Company that may adversely
affect Holders.
If the Debt Securities are convertible into shares of Common Stock, the
conversion price payable and the number of shares purchasable upon conversion
may be subject to adjustment in certain events as set forth in the applicable
Prospectus Supplement.
Form, Registration, Transfer and Exchange
The Debt Securities of a series may be issued solely as Registered
Securities, solely as Bearer Securities (with or without coupons attached) or as
both Registered Securities and Bearer Securities. Debt Securities of a series
may be issuable in whole or part in the form of one or more global Debt
Securities ("Global Securities"), as described below under "Book-Entry Debt
Securities."
Registered Securities of any series will be exchangeable for other
Registered Securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor. In addition, if Debt Securities of
any series are issuable as both Registered Securities and as Bearer Securities,
at the option of the holder, subject to the terms of the Indenture, Bearer
Securities (accompanied by all unmatured coupons, except as provided below, and
all matured coupons in default) of such series will be exchangeable for
Registered Securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor. Unless otherwise indicated in the
applicable Prospectus Supplement, any Bearer Security surrendered in exchange
for a Registered Security between a record date or a special record date for
defaulted interest and the relevant date for payment of interest will be
surrendered without the coupon relating to such date for payment of interest and
interest will not be payable in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the holder of
such coupon when due in accordance with the terms of the Indenture. Bearer
Securities will not be issued in exchange for Registered Securities. (Sections
2.06, 2.12 and 4.01)
Debt Securities may be presented for exchange as provided above, and
unless otherwise indicated in the applicable Prospectus Supplement, Registered
Securities may be presented for registration of transfer (duly endorsed, or
accompanied by a duly executed written instrument of transfer), at the office of
any transfer agent designated by the Company for such purpose with respect to
any series of Debt Securities and referred to in the applicable Prospectus
Supplement, without service charge and upon payment of any taxes and other
governmental charges as described in the Indenture. Such transfer or exchange
will be effected upon such transfer agent being satisfied with the documents of
title and identity of the person making the request. The Company may at any time
rescind the designation of any transfer agent,provided,however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for Debt
Securities of such series. The Company may at any time designate additional
transfer agents with respect to any series of Debt Securities.
(Sections 2.06 and 4.02)
In the event of any redemption of Debt Securities of any series, the
Company will not be required to (i) register the transfer of or exchange Debt
Securities of that series during a period of 15 days next preceding the
selection of securities of such series to be redeemed; (ii) register the
transfer of or exchange any Registered Security, or portion thereof, called for
redemption, except the unredeemed portion of any Registered Security being
redeemed in part; or (iii) exchange any Bearer
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Security called for redemption except, to the extent provided with respect to
any series of Debt Securities and referred to in the applicable Prospectus
Supplement, to exchange such Bearer Security for a Registered Security of that
series and of like tenor and principal amount that is immediately surrendered
for redemption. (Section 2.06)
Payment and Paying Agents
Unless otherwise indicated in the applicable Prospectus Supplement,
payment of principal, interest and Additional Amounts, if any, on Registered
Securities will be made at the office of such paying agent or paying agents as
the Company may designate from time to time, except that at the option of the
Company payment of any interest and any Additional Amounts may be made by check
or draft mailed to the address of the Person entitled thereto as such address
shall appear in the Debt Security Register. Unless indicated in an applicable
Prospectus Supplement, payment of any installment of interest on Registered
Securities will be made to the Person in whose name such Registered Security is
registered at the close of business on the record date for such interest.
(Section 4.01)
Unless otherwise indicated in the applicable Prospectus Supplement,
payment of principal and interest or Additional Amounts, if any, on Bearer
Securities will be payable, subject to any applicable laws and regulations, at
the offices of such paying agents outside the United States as the Company may
designate from time to time, or by check or by transfer to an account maintained
by the payee outside the United States. Unless otherwise indicated in the
applicable Prospectus Supplement, any payment of interest on any Bearer
Securities will be made only against surrender of the coupon relating to such
interest installment. (Sections 2.06 and 4.02)
Any paying agents in or outside the United States initially designated by
the Company for the Debt Securities will be named in the applicable Prospectus
Supplement. If the Debt Securities of a series are listed on a stock exchange
located outside the United States, and such stock exchange shall so require, the
Company will maintain a paying agent with respect to such series in London,
Luxembourg or any other city so required located outside the United States so
long as the Debt Securities of such series are listed on such exchange. The
Company may at any time designate additional paying agents or rescind the
designation of any paying agent, provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in each Place of Payment. (Section 4.02)
All monies paid by the Company to a paying agent for the payment of
principal of or interest or Additional Amounts, if any, on any Debt Security
which remain unclaimed at the end of one year after such principal, interest or
Additional Amounts shall have become due and payable will be repaid to the
Company and the holder of such Debt Security or any coupon will thereafter look
only to the Company for payment thereof. (Section 4.03)
Book-Entry Debt Securities
The Debt Securities of a series may be issued in the form of one or more
Global Securities that will be deposited with a Depository or its nominee
identified in the applicable Prospectus Supplement. In such a case, one or more
Global Securities will be issued in a denomination or aggregate denominations
equal to the portion of the aggregate principal amount of outstanding Debt
Securities of the series to be represented by such Global Security or Global
Securities. Unless and until it is exchanged in whole or in part for Debt
Securities in registered form, a Global Security may not, subject to certain
exceptions, be registered for transfer or exchange except to the Depository for
such Global Security or a nominee of such Depository.
(Section 2.06)
The specific terms of the depository arrangement with respect to any
portion of a series of Debt Securities to be represented by a Global Security
will be described in the applicable Prospectus
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Supplement. The Company expects that the provisions described below will be
applicable to depository arrangements.
Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities which are to be represented by a Global Security to be deposited with
or on behalf of a Depository will be represented by a Global Security registered
in the name of such Depository or its nominee. Upon the issuance of such Global
Security and the deposit of such Global Security with or on behalf of the
Depository for such Global Security, the Depository will credit on its
book-entry registration and transfer system the respective principal amounts of
the Debt Securities represented by such Global Security to the accounts of
institutions that have accounts with such Depository or its nominee
("participants"). The accounts to be credited will be designated by the
underwriters or agents of such Debt Securities or by the Company if such Debt
Securities are offered and sold directly by the Company. Ownership of beneficial
interests in such Global Security will be limited to participants or persons
that may hold interests through participants. Ownership of beneficial interest
by participants in such Global Security will be shown on, and the transfer of
that ownership interest will be effected only through, records maintained by the
Depository for such Global Security. Ownership of beneficial interests in such
Global Security by persons that hold through participants will be shown on, and
the transfer of that ownership interest within such participant will be effected
only through, records maintained by such participant. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in certificated form. The foregoing limitations and
such laws may impair the ability to transfer beneficial interests in such Global
Securities.
So long as the Depository for a Global Security or its nominee is the
registered owner of such Global Security, such Depository or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Unless otherwise specified in the applicable Prospectus Supplement,
owners of beneficial interests in such Global Security will not be entitled to
have Debt Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of Debt Securities of such series in certificated form and will not be
considered the holders thereof for any purposes under the Indenture. (Sections
2.06 and 11.03) Accordingly, each person owning a beneficial interest in such
Global Security must rely on the procedures of the Depository and, if such
person is not a participant on the procedures of the participant through which
such person owns its interest to exercise any rights of a holder under the
Indenture. The Company understands that, under existing industry practices, if
the Company requests any action of holders or an owner of a beneficial interest
in such Global Security desires to give any notice or take any action a holder
is entitled to give or take under the Indenture, the Depository would authorize
the participants to give such notice or take such action, and participants would
authorize beneficial owners owning through such participants to give such notice
or take such action or would otherwise act upon the instructions of beneficial
owners owning through them.
Principal of and any premium, interest and Additional Amounts on a Global
Security, will be payable in the manner described in the applicable Prospectus
Supplement.
Limitation on Liens on Stock of Restricted Subsidiaries
The Company will not, nor will it permit any Restricted Subsidiary to,
issue, assume or guarantee any indebtedness for borrowed money (hereinafter
referred to as "Debt") secured by a mortgage, security interest, pledge, lien or
other encumbrance upon any shares of stock of any Restricted Subsidiary without
effectively providing that the Debt Securities (together with, if the Company
shall so determine, any other indebtedness of or guarantee by the Company
ranking equally with the Debt Securities and then existing or thereafter
created) shall be secured equally and ratably with such Debt.
(Section 4.06).
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For purposes of the Indenture, "Restricted Subsidiary" means each of
American States Insurance Company and The Lincoln National Life Insurance
Company so long as it remains a subsidiary, as well as any successor to all or a
principal part of the business of any such subsidiary and any other subsidiary
which the Board of Directors designates as a Restricted Subsidiary. (Section
1.01) The Restricted Subsidiaries accounted for approximately 56% of the
consolidated revenues of the Company during the year ended December 31, 1993,
and 85% of the consolidated assets of the Company at December 31, 1993.
Limitation on Issuance or Disposition of Stock of Restricted Subsidiaries
The Company will not, nor will it permit any Restricted Subsidiary to,
issue, sell, assign, transfer or otherwise dispose of, directly or indirectly,
any Capital Stock (other than nonvoting preferred stock) of any Restricted
Subsidiary, except for (i) the purpose of qualifying directors; (ii) sales or
other dispositions to the Company or one or more Restricted Subsidiaries;
(iii)the disposition of all or any part of the Capital Stock of any Restricted
Subsidiary for consideration which is at least equal to the fair value of such
Capital Stock as determined by the Company's Board of Directors(acting in good
faith); or (iv) an issuance, sale, assignment, transfer or other disposition
required to comply with an order of a court or regulatory authority of competent
jurisdiction, other than an order issued at the request of the Company or any
Restricted Subsidiary.(Section 4.07)
For the purposes of the Indenture, "Capital Stock" means any and all
shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in (however designated) corporate stock.
(Section 1.01)
Defaults and Remedies
An Event of Default with respect to Debt Securities of any series is
defined in the Indenture as being: (a) default for 30 days in payment of any
interest or Additional Amounts on the Debt Securities of such series; (b)
default in payment of principal or premium, if any, on the Debt Securities of
such series when due either at maturity, upon redemption, by declaration or
otherwise (except a failure to make payment resulting from mistake, oversight or
transfer difficulties not continuing for more than 3 Business Days beyond the
date on which such payment is due); (c) default in payment of any sinking fund
installment when due and payable (except a failure to make payment resulting
from mistake, oversight or transfer difficulties not continuing for more than 3
Business Days beyond the date on which such payment is due); (d) default by the
Company in the performance or breach of any other covenant or warranty of the
Company in respect of the Debt Securities of such series for a period of 60 days
after notice thereof to the Company or Trustee; (e) certain events involving the
bankruptcy or insolvency of the Company; or (f) other Events of Default as
specified in the Supplemental Indenture or Board Resolution under which series
of Debt Securities was issued. (Section 6.01)
The Indenture provides that (1) if an Event of Default described in
clauses (a),(b),(c) or, in the event of a default with respect to less than all
Outstanding series under the Indenture, (d) above shall have occurred and be
continuing with respect to one or more series, either the Trustee or the holders
of 25 percent in principal amount of the Debt Securities of such series then
Outstanding (each such series voting as a separate class) may declare the
principal (or, in the case of original issue discount Debt Securities, the
portion thereof specified in the terms thereof) of all Outstanding Debt
Securities of such series and the interest accrued thereon and Additional
Amounts payable in respect thereof, if any, to be due and payable immediately
and (2) if an Event of Default described in clause (d) (in the event of a
default with respect to all Outstanding series) or (e) above shall have occurred
and be continuing, either the Trustee or the holders of 25 percent in principal
amount of all Debt Securities then Outstanding (voting as one class) may declare
the principal (or, in the case of original issue discount Debt Securities, the
portion of the principal amount thereof specified in the terms thereof) of all
Debt Securities then Outstanding and the interest accrued thereon and Additional
Amounts payable in respect thereof, if any, to be due and payable immediately,
but upon certain conditions such
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declarations may be annulled and past defaults (except for defaults in the
payment of principal of, or premium, interest or Additional Amounts, if any, on
such Debt Securities) may be waived by the holders of a majority in principal
amount of the Debt Securities of such series (or of all series, as the case may
be) then Outstanding. (Sections 6.01 and 6.10)
Holders may not enforce the Indenture or the Debt Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Debt Securities unless it receives indemnity satisfactory to it. Subject to
certain limitations, holders of a majority in principal amount of the Debt
Securities of any series may direct the Trustee in its exercise of any trust or
power. The Company is required to deliver annually to the Trustee an officer's
statement indicating whether the signer knows of any default by the Company in
performing any of its obligations under the Indenture. The Trustee may withhold
from Holders notice of any continuing default (except a default in payment of
principal, premium, if any, interest or Additional Amounts, if any, or any
sinking or purchase fund installment) if it determines that withholding notice
is in their interest.
(Sections 4.05, 6.06, 6.09, 6.11, 7.01 and 7.05).
Defeasance
Unless otherwise described in a Prospectus Supplement with respect to any
series of Debt Securities, the Company, at its option, (a) will be discharged
from any and all obligations in respect of such Debt Securities (except in each
case for certain obligations to register the transfer or exchange of such Debt
Securities, replace stolen, lost or mutilated Debt Securities, maintain paying
agencies and hold moneys for payment in trust) on the ninety-first day after
satisfaction of all conditions thereto or (b) effective upon the satisfaction of
all conditions thereto, need not comply with certain restrictive covenants
(including any covenants or agreements applicable with respect to a particular
series of Debt Securities) under the Indenture and will not be limited by any
restrictions with respect to merger, consolidation or sales of assets, in each
case if the Company deposits with the Trustee, in trust, (x) money or (y)
Government Obligations or a combination of (x) and (y) which, through the
payment of interest thereon and principal thereof in accordance with their
terms, will in the written opinion of independent public accountants selected by
the Company provide money in an amount sufficient to pay all the principal
(including any mandatory sinking fund payments) of, and interest and Additional
Amounts, if any, and premium, if any, on, such Debt Securities on the dates such
payments are due in accordance with the terms of such series. (Section 8.02) In
order to avail itself of either of the foregoing options, no Event or Default
shall have occurred and be continuing under the Indenture and the Company must
provide to the Trustee (i) an opinion of counsel to the effect that holders of
the Debt Securities of such series will not recognize income, gain or loss for
Federal income tax purposes as a result of the Company's exercise of its option
and will be subject to Federal income tax on the same amount and in the same
manner, and at the same time as would have been the case if such option had not
been exercised and, in the case of Debt Securities being discharged, such
opinion shall be accompanied by a private letter ruling to that effect received
from the United States Internal Revenue Service (the "Service") or a revenue
ruling pertaining to a comparable form of transaction to that effect published
by the Service, (ii) an officers' certificate to the effect that no Event of
event which with the giving of notice or lapse of time, or both, would become an
Event of Default, with respect to such Debt Securities shall have occurred and
be continuing on the date of the deposit, and (iii) if the Debt Securities are
listed on the New York Stock Exchange, an opinion of counsel to the effect that
the exercise of such option will not cause the Debt Securities to be delisted.
(Section 8.02) "Government Obligations" means generally direct noncallable
obligations of the government which issued the currency in which the Debt
Securities of the applicable series are denominated, noncallable obligations the
payment of the principal of and interest on which is fully guaranteed by such
government, and noncallable obligations on which the full faith and credit of
such government is pledged to the payment of the principal thereof and interest
thereon. (Section 1.01). In addition, the Company may obtain a discharge under
the Indenture with respect to all the Debt Securities of a series by depositing
with the Trustee, in trust, moneys or Government Obligations sufficient to pay
at maturity or upon redemption principal of, premium, if any, and any interest
and Additional Amounts on, all of
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the Debt Securities of such series, provided that all of the Debt Securities of
such series are by their terms to become due and payable within one year or are
to be called for redemption within one year. No opinion of counsel or ruling
relating to the tax consequences to holders is required with respect to a
discharge pursuant to the provisions described in the immediately preceding
sentence. (Section 8.01) In the event of any discharge of Debt Securities
pursuant to the terms of the Indenture described above, the holders of such Debt
Securities will thereafter be able to look solely to such trust fund, and not to
the Company, for payments of principal, premium, if any, and interest and
Additional Amounts, if any. (Sections 8.01 and 8.02)
Consolidation, Merger and Sale of Assets
The Company may not consolidate with or merge into, or sell, lease or
convey all or substantially all of its assets to, another corporation unless (i)
the successor or transferee corporation, which shall be a corporation organized
and existing under the laws of the United States or a State thereof, assumes by
supplemental indenture all the obligations of the Company under the Debt
Securities and the Indenture and (ii) the Company or successor corporation, as
the case may be, will not, immediately after such consolidation or merger or
sale, lease or conveyance, be in default in the performance of any covenant or
condition with respect to the Debt Securities or the Indenture. The Company will
deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each
stating that such consolidation, merger or transfer and such supplemental
indenture comply with the terms of the Indenture. Upon any consolidation or
merger, or any sale, lease or conveyance of all or substantially all of the
assets of the Company, the successor corporation formed by such consolidation or
into which the Company is merged or to which such transfer is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under the Indenture. (Sections 5.01 and 5.02). Thereafter all
obligations of the predecessor corporation shall terminate. (Section 5.01)
Modification of the Indenture
The Indenture permits the Company and the Trustee to amend or supplement the
Indenture or the Debt Securities without notice to or consent of any holder of a
Debt Security for certain purposes, including without limitation, to cure any
ambiguity, defect or inconsistency, to comply with Section 5.01 (relating to
when the Company may consolidate, merge or sell all or substantially all of its
assets), to provide for uncertificated Debt Securities, to establish the form or
terms of Debt Securities of any series or to make any change that does not
adversely affect the rights of any holder of a Debt Security. (Section 9.01)
Certain modifications and amendments of the Indenture may be made by the Company
and the Trustee only with the consent of the holders of at least 50% in
aggregate principal amount of the Outstanding Debt Securities of each series
issued under the Indenture which is affected by the modification or amendment
(voting as one class). However, no such modification or amendment may, without
the consent the holder of each Debt Security affected thereby, (i) reduce the
aforesaid percentage of Debt Securities whose holders must consent to an
amendment, supplement or waiver; (ii) reduce the rate or rates or extend the
time for payment of interest or Additional Amounts, if any, on any Debt
Security; (iii) reduce the principal of or premium, if any, on or extend the
fixed maturity of any Debt Security; (iv) modify or effect in any manner adverse
to the holders of Debt Securities the terms and conditions of the obligations of
the Company in respect of its obligations under the Indenture; (v) waive a
default in payment of principal of or premium or interest or Additional Amounts,
if any, on any Debt Security; (vi) impair the right to institute a suit for the
enforcement of any payment on or with respect to any series of Debt Securities;
(vii) change a Place of Payment; or (viii) make any Debt Security payable in
currency other than that stated in the Debt Security. (Section 9.02)
Regarding the Trustee
The Trustee is a participant in the Company's revolving credit agreement,
and the Company has maintained other banking relationships with the Trustee in
the normal course of business.
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The Trustee also acts as paying agent for the Company's 7 1/8% Notes due July
15, 1999, and 7 5/8% Notes due July 15, 2002.
DESCRIPTION OF PREFERRED STOCK AND COMMON STOCK
General
The Company may issue, separately or together with other Securities,
shares of Common Stock or Preferred Stock, all as set forth in the Prospectus
Supplement relating to the Common Stock or Preferred Stock for which this
Prospectus is being delivered. In addition, if the Prospectus Supplement so
provides, the Debt Securities or Preferred Stock may be convertible into or
exchangeable for Common Stock.
The Company's Articles of Incorporation currently authorize the issuance of
800,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock
("Preferred Stock"). The Company's Preferred Stock may be issued from time to
time in one or more series by resolution of the Board of Directors. At the
present time, the Company has outstanding three series of Preferred Stock,
consisting of the Company's $3.00 Cumulative Convertible Preferred Stock, Series
A (without par value) (the "Series A Preferred Stock") and its 5 1/2% Cumulative
Convertible Exchangeable Preferred Stock, Series E and F (without par value)
("Series E Preferred Stock" and "Series F Preferred Stock" respectively). At
June 30, 1994, the Company had issued and outstanding 94,774,640 shares of
Common Stock, 45,556 shares of Series A Preferred and 2,201,443 and 2,216,454
shares of Series E and F Preferred Stock, respectively.
The following descriptions of the classes of the Company's capital stock
are summaries, do not purport to be complete, and are subject,in all respects,
to the applicable provisions of the Indiana Business Corporation Law and the
Company's Articles of Incorporation (including the Certificate of Resolution by
the Board of Directors of the Company Designating the Rights and Preferences of
the Series A Preferred Stock), Articles of Amendment Designating the Rights and
Preferences of the Series E and F Preferred Stock, and the Rights Agreement,
referred to below, with The First National Bank of Boston, which, in each case,
are included as Exhibits to the Registration Statement of which this Prospectus
forms a part.
Common Stock
Holders of the Company's Common Stock are entitled to receive dividends
when, as and if declared by the Board of Directors after all dividends accrued
on all preferred or special classes of shares entitled to preferential dividends
have been paid or declared and set apart for payment out of funds legally
available therefore. Upon liquidation, dissolution or winding up of the affairs
of the Company, whether voluntary or involuntary, holders of Common Stock are
entitled to receive pro rata any net assets of the Company remaining after the
claims of creditors and preferences of the Series A, E, and F Preferred
Stock,and any other series of Preferred Stock at the time outstanding, have been
paid in full. The Company's Articles of Incorporation provide that holders of
Common Stock and holders of any series of Preferred Stock from time to time
outstanding shall each have the right at every meeting of shareholders to one
vote for each share of Common Stock and/or Preferred Stock so held, and holders
of Common Stock and holders of Preferred Stock shall so vote as one class. Under
certain circumstances as provided by law, the Company's Articles of
Incorporation or the terms of the Preferred Stock, certain series of Preferred
Stock may vote as a separate class or classes. The Company's Bylaws presently
provide for three classes of directors, with directors in each class serving
staggered three-year terms. The holders of Common Stock do not have any
preemptive rights to subscribe for additional shares, and the Common Stock does
not have cumulative voting rights.
The Company's Common Stock is listed on the New York, Chicago, Pacific,
London and Tokyo
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Stock Exchanges. The outstanding shares of Common Stock are, and the Common
Stock offered hereby when issued will be, validly issued, fully paid and
non-assessable. The Company will take appropriate action to list the Common
Stock offered hereby as described in the Prospectus Supplement relating to any
issuance of Common Stock.
Common Stock Purchase Rights. Under a Rights Agreement between the Company
and The First National Bank of Boston ("Common Rights Agreement"), each
outstanding share of Common Stock is coupled with a right (the "Common
Rights")entitling the holder to purchase from the Company one share of Common
Stock at a price of $75.00 per share, subject to adjustment.
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (other than the
Company or certain related persons or approved purchasers) (an "Acquiring
Person") acquired, or obtained the right to acquire, beneficial ownership of 20%
or more of the outstanding Common Stock or (ii) 10 days following the
commencement or announcement of an intention to make a tender offer or exchange
offer the consummation of which would result in the beneficial ownership by a
person or group of affiliated or associated persons of 30% or more or such
outstanding Common Stock (the earlier of such dated being called the
"Distribution Date"), the Common Rights will be transferred with and only with
the Common Stock. As soon as practicable following the Distribution Date,
separate certificates evidencing the Common Rights ("Common Rights Certificate")
will be mailed to holders of the Common Stock as of the close of business on the
Distribution Date and such separate Common Right Certificates alone will
evidence the Common Rights. The Common Rights are not exercisable until the
Distribution Date. The Common Rights will expire on November 21, 1996, unless
earlier redeemed by the Company as described below.
The Common Right purchase price payable, and the number of shares of
Common Stock or other Securities or property issuable, upon exercise of the
Common Rights are subject to adjustment from time to time to prevent dilution
(i)in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Common Stock, (ii) upon the grant to holders of the
Common Stock of certain rights or warrants to subscribe for the Common Stock or
convertible Securities at less then the current market price of the Common
Stock, or (iii) upon the distribution to holders of the Common Stock of
evidences of indebtedness or assets (excluding regular quarterly cash dividends
out of earnings or retained earnings theretofore paid or dividends payable in
Common Stock) or of subscription rights or warrants (other than those referred
to above).
In the event that the Company were acquired in a merger or other business
combination transaction in which more than 50% of its assets or earning power
were sold, proper provision will be made so that each holder of a Common Right
shall thereafter have the right to receive upon the exercise thereof at the then
current exercise price of the Common Right, that number of shares of common
stock of the acquiring company which at the time of such transaction would have
a market value of two times the exercise price of the Common Right. In the event
an Acquiring Person merges into the Company, the Company is the surviving
corporation and the Company's Common Stock is not changed into or exchanged for
stock or other Securities of the Company or any other person or cash or any
other property and (i) an Acquiring Person engages in one of a number of
self-dealing transactions specified in the Common Rights Agreement or (ii)
during such time as there is an Acquiring Person, there is a reclassification of
Securities, reverse stock split, recapitalization of the Company, merger or
consolidation of Company with any of its subsidiaries or any other transaction
involving the Company or its subsidiaries which has the effect of increasing by
more than 1% the proportionate equity Securities ownership of the Company or any
of its subsidiaries by an Acquiring Person, proper provision will be made so
that each holder of a Common Right, other than Common Rights that were
beneficially owned by the Acquiring Person on the earlier of the Distribution
Date or the date of the public announcement that an Acquiring Person acquired
20% or more of the outstanding shares of Common Stock, will thereafter have the
right to receive upon exercise that number of shares of Common Stock having a
market value of two times the exercise price of the Common Right.
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With certain exceptions, no adjustment in the Common Right purchase price
will be required until cumulative adjustments require an adjustment of at least
1% in such Common Right purchase price. No fractional shares will be issued and
in lieu thereof an adjustment in cash will be made based on the market price of
the Common Stock on the last trading day prior to the date of exercise.
At any time prior to the time that any person becomes an Acquiring Person,
the Company may redeem the Common Rights in whole, but not in part, at a price
of $.01 per Right (the "Redemption Price") payable in cash. Immediately upon the
action of the Board of Directors electing to redeem the Common Rights, the
Company shall make an announcement thereof, and upon such election, the right to
exercise the Common Rights will terminate and the only right of the holders of
Common Rights will be to receive the Redemption Price. Until a Common Right is
exercised, the holder thereof, as such, will have no rights as a shareholder of
the Company, including, without limitation, the right to vote or to receive
dividends.
Certain Provisions of the Company's Articles of Incorporation. The
Company's Articles of Incorporation provide that the affirmative vote of the
holders of three-fourths of the Company's voting stock is required to amend
Article VII, which deals with the number, classification, qualifications and
removal of directors. Article VII provides that the number of directors may be
fixed in the Bylaws, that qualifications for directors may be set in the Bylaws,
and that the Bylaws may provide for classification of the Board. The Bylaws can
be amended only by action of the Board. Article VII also provides that directors
can be removed, with or without cause, at a meeting of shareholders called
expressly for that purpose upon the affirmative vote of the holders of at least
three-fourths of the Company's voting stock.
The provisions of Article VII requiring the affirmative vote of
three-fourths of the Company's voting stock to amend Article VII could make it
difficult for the shareholders to change the existing provision of that Article,
which, in turn, could discourage proxy contests and tender offers and make it
more likely that incumbent directors will maintain their positions.
The Articles of Incorporation also contain a "fair price" provision which
requires, subject to certain exceptions, certain kinds of business combinations
involving the Company and any shareholder holding 10% or more of the Company's
voting stock (or certain affiliates of such shareholder) to be approved by the
holders of at least three-fourths of the Company's voting stock, unless (i) the
transaction is approved by a majority of the members of the Board of Directors
of the Company who are not affiliated with the 10% shareholder making the
proposal, or (ii) the transaction meets certain minimum price and procedural
requirements (in either of which cases, only the normal shareholder and director
approval requirements of the Indiana Business Corporation Law would govern the
transaction). The "fair price" provision may be amended or repealed only upon
the affirmative vote of the holders of at least three-fourths of the Company's
voting stock. The "fair price" provision is intended to increase the likelihood
that all shareholders of the Company will be treated similarly if certain kinds
of business combinations are effected. The "fair price" provision may have the
effect of making a takeover of the Company more expensive and may therefore
discourage tender offers for less than three-fourths of the Company's stock and
acquisitions of substantial blocks of the Company's stock with a view to
acquiring control of the Company.
Certain State Law Provisions. Chapter 43 of the Indiana Business
Corporation Law also restricts business combinations with interested
shareholders. It prohibits certain business combinations, including mergers,
sales of assets, recapitalizations, and reverse stock splits, between certain
corporations having 100 or more shareholders that also have a class of voting
shares registered with the Securities and Exchange Commission under Section 12
of the Exchange Act (which includes the Company) and an interested shareholder,
defined as the beneficial owner of 10% or more of the voting power of the
outstanding voting shares of that corporation, for five years following the date
the shareholder acquired such 10% beneficial ownership, unless the acquisition
or the business combination was approved by the board of directors in advance of
such date. Moreover, the acquisition or business
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combination must meet all requirements of the corporation's articles of
incorporation, as well as the requirements specifically set out in the Indiana
Business Corporation Law. After the five-year period expires, a business
combination with an interested shareholder that did not receive board approval
prior to the interested shareholder's acquisition date may take place only if
such combination is approved by a majority vote of shares not held by the
interested shareholder or its affiliates or if the proposed combination meets
certain minimum price requirements based upon the highest price paid by the
interested shareholder. The aggregate amount of cash and the market value of
non-cash consideration to be received by holders of all outstanding stock other
than common stock is to be determined under criteria similar to those for common
stock, except that the minimum price to be received by such shareholders cannot
be less than the highest preferential amount per share to which holders of such
class of stock are entitled in the event of voluntary dissolution, plus
dividends declared or due. The consideration to be received by holders of a
particular class must be distributed promptly and paid in cash or in the same
form as the interested shareholder used to acquire the largest number of shares
it owns in that class. Finally, the interested shareholder must not have become
the beneficial owner of any more voting shares of stock since it became an
interested shareholder, with certain exceptions.
Chapter 42 of the Indiana Business Corporation Law includes provisions
designed to protect minority shareholders in the event that a person acquires,
pursuant to a tender offer or otherwise, shares giving it more than 20%, more
than 33 1/3%, or more than 50% of the outstanding voting power ("Control
Shares") of corporations having 100 or more shareholders. Unless the
corporation's articles of incorporation or bylaws provide that Chapter 42 does
not apply to control share acquisitions of shares of the corporation before the
control share acquisition, an acquirer who purchases Control Shares without
seeking and obtaining the prior approval of the board of directors cannot vote
the Control Shares until each class or series of shares entitled to vote
separately on the proposal, by a majority of all votes entitled to be cast by
that group (excluding the Control Shares and any shares held by officers of the
corporation and employees of the corporation who are directors thereof), approve
in a special or annual meeting the rights of the acquirer to vote the Control
Shares. An Indiana corporation otherwise subject to Chapter 42 may elect not to
be covered by the statute by so providing in its articles of incorporation or
bylaws. The Company is currently subject to the statute.
Indiana insurance laws and regulations provide that no person may acquire
voting securities of the Company if after such acquisition such person would
directly or indirectly be in control of the Company, unless such person has
provided certain required information to the Indiana Insurance Commissioner (the
"Indiana Commissioner") and the Indiana Commissioner has approved the
acquisition. Control of the Company is presumed to exist if any person
beneficially owns 10% or more of the voting securities of the Company.
Furthermore, the Indiana Commissioner may determine, after notice and hearing,
that control exists notwithstanding the absence of a presumption to that effect.
Consequently, no person may acquire, directly or indirectly, 10% or more of the
voting securities of the Company to be outstanding after the Offerings, or
otherwise acquire control of the Company, unless such person has provided such
required information to the Indiana Commissioner and the Indiana Commissioner
has approved such acquisition.
Transfer Agent and Registrar. The First National Bank of Boston serves
as Transfer Agent and Registrar for shares of the Company's Common Stock.
Preferred Stock
The Company's Preferred Stock has, upon issuance, preference over the
Common Stock with respect to the payment of dividends and the distribution of
assets in the event of liquidation, dissolution or winding up of the company.
Other relative rights,preferences and limitations of each series of Preferred
Stock, including dividend, redemption, liquidation, sinking fund, conversion and
other provisions, are determined by the Board of Directors in the resolutions
establishing and designating such series and as described in the Prospectus
Supplement relating to the series of Preferred Stock. The Series A Preferred
Stock and the Series E and F Preferred Stock constitute the only series of
Preferred
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Stock currently authorized for issuance by the Board of Directors.
The Company's Articles of Incorporation provide that each holder of
Preferred Stock of any series from time to time outstanding shall be entitled to
one vote per share upon all matters submitted to vote at every meeting of
shareholders of the Company. Further, in the event that six or more quarterly
dividends, whether or not consecutive, on any series of Preferred Stock shall be
in default, the holders of any outstanding series of Preferred Stock as to which
such default exists shall be entitled, at the next annual meeting of
shareholders, to vote as a class to elect two directors of the Company. Such
right shall continue with respect to shares of cumulative Preferred Stock,
including the Series A Preferred and Series E and F Preferred Stock, until all
accumulated and unpaid dividends on all such shares, the holders of which were
entitled to vote at the previous annual meeting of shareholders, have been paid
or declared and set aside for payment and, with respect to shares of
non-cumulative Preferred Stock, if any, until any non-cumulative dividends have
been paid or declared and set apart for payment for four consecutive quarterly
dividend periods on all such shares, the holders of which were entitled to vote
at the previous annual meeting of shareholders.
The approval of the holders of record of at least two-thirds of the
outstanding shares of all series of Preferred Stock of the Company, voting as a
class, will be required to (a) amend the Company's Articles of Incorporation to
create or authorize any stock ranking prior to or on a parity with such
Preferred Stock with respect to the payment of dividends or distributions upon
dissolution, liquidation or winding up, or to create or authorize any security
convertible into shares of any such stock; (b) amend, alter, change or repeal
any of the express terms of the Preferred Stock, or any series thereof, in any
prejudicial manner (provided only holders of two-thirds of the outstanding
shares of the series prejudiced by such change or repeal need consent to such
action); (c)merge or consolidate with another corporation whereby the Company is
not the surviving entity, if thereby the rights, preferences or powers of the
Preferred Stock would be adversely affected or Securities would thereupon be
authorized or outstanding which could not otherwise have been created without
the approval of such Preferred Stockholders; or (d) authorize, or revoke a
previously authorized, voluntary dissolution of the Company, approve any
limitation of the term of the existence of the Company or authorize the sale,
lease, exchange or other disposition of all or substantially all of the property
of the Company.
In the event of voluntary or involuntary dissolution, liquidation or
winding-up of the Company, the holders of each series of the Preferred Stock
will be entitled to receive out of the assets of the Company available for
distribution to its shareholders, before distribution of assets is made to
holders of Common Stock or any other class of stock ranking junior to such
series of Preferred Stock upon liquidation, a liquidating distribution in an
amount per share as set forth in the Prospectus Supplement relating to such
series of Preferred Stock, plus accrued and unpaid dividends.
The Preferred Stock, when issued, will be fully paid and non-assessable.
Unless otherwise specified in the Prospectus Supplement relating to the
particular series of a Preferred Stock, each series of Preferred Stock will be
on a parity in all respect with other series of Preferred Stock.
Series A Preferred Stock
At June 30, 1994, the Company had issued and outstanding 45,556 shares of
Series A Preferred Stock. Cumulative dividends are payable quarterly, as
declared by the Board of Directors, on shares of Series A Preferred Stock at the
per annum rate of $3.00 per share. Upon the liquidation, dissolution or winding
up of the Company, the Series A Preferred Stock is entitled to a liquidation
preference of $80.00 per share, or approximately $3,644,480 in the aggregate at
June 30, 1994, plus accrued dividends, before any assets may be distributed to
holders of Common Stock or any other stock ranking junior to the Series A
Preferred Stock. The Series A Preferred Stock may be redeemed at any time at the
option of the Company, in whole or in part, at a redemption price of $80.00 per
share plus accrued dividends, and the Series A Preferred Stock is convertible
into Common Stock at the option of the holder at a rate of eight shares of
Common Stock (subject to adjustment) for each
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share of Series A Preferred Stock. In the six months ended June 30, 1994, 1,723
shares of Series A Preferred Stock were converted into shares of the Company's
Common Stock.
Series E and F Preferred Stock
The Company issued to The Dai-ichi Mutual Life Insurance Company
("Dai-ichi"), a mutual insurance company organized under the laws of Japan,
2,201,443 shares of Series E Preferred Stock on July 6, 1990 and 2,216,454
shares of Series F Preferred Stock on May 31, 1991. The holders of the Series E
and F Preferred Stock are entitled to receive, when and as declared by the
Company's Board of Directors, cumulative cash dividends at the annual rate of 5
1/2% of the Liquidation Preference (as defined below) payable quarterly on the
5th day of March, June, September and December.
Each share of Series E and F Preferred Stock may, at the option of the
holder, be converted into that number of fully paid and non-assessable shares of
Common Stock obtained by dividing the Liquidation Preference of each such share
of Preferred Stock being converted by the Conversion Price. The Liquidation
Preferences of the Series E and F Preferred Stock are $68.850 and $71.604,
respectively. The Conversion Prices of the Series E and F Preferred Stock are
$34.425 and $35.802, respectively, but are increased by 4 1/6% on July 6, 1995
and 4% on July 6, 1998.
The shares of Series E and F Preferred Stock are subject to both mandatory
and optional redemption provisions. The shares are subject to mandatory
redemption on July 6, 2002 by payment in cash of the respective Liquidation
Preference plus accrued dividends, if any. In lieu of mandatory redemption, the
Company may, at its option, issue in exchange for its then outstanding shares of
Series E and F Preferred Stock shares of non-convertible Preferred Stock or
Common Stock, which in either case are freely tradable and have a fair market
value equal to the respective Liquidation Preference of the shares of Series E
and F Preferred Stock plus any accrued dividends. The Company may, at its
option, redeem in cash, in whole or in part, any of the Series E and F Preferred
Stock which is not owned by Dai-ichi or its wholly-owned subsidiaries at a
redemption price per share equal to the respective Liquidation Preference plus
accrued dividends.
In connection with its purchase of the shares of Series E and F Preferred
Stock, Dai-ichi has agreed to vote its shares of such stock,together with any
shares of Common Stock owned by Dai-ichi, in accordance with the recommendation
of the Company's Board of Directors, or under certain circumstances, in the same
proportion as all other voting Securities voting on the particular matter.
Dai-ichi may dispose of such shares only upon certain conditions, including that
the shares first be offered for sale to the Company and that the Shares be sold
in a manner that would ensure a wide distribution of the shares.
Registration Rights. Pursuant to an Investment Agreement between the
Company and Dai-ichi, dated as of June 25, 1990 (the "Investment Agreement"),
Dai-ichi and certain subsequent holders of Dai-ichi's shares are entitled to
certain registration rights covering such Preferred Stock, all shares of Common
Stock into which such Preferred Stock is convertible and all shares of Common
Stock or other Securities distributed with respect to such shares of Preferred
Stock or Common Stock (the "Registrable Securities").
Under the Investment Agreement, Dai-ichi (or certain subsequent holders of
Registrable Securities) has the right (the "Demand Right"), exercisable up to
three times, to require the Company to use its best efforts to effect the
registration of all or part of the Registrable Securities under the Securities
Act in connection with a public offering of such Registrable Securities. The
Demand Right may be exercisable at any time unless (i) the request for
registration is made within 120 days after the most recent registration pursuant
to exercise of a Demand Right, (ii) registration of the Registrable Securities
would adversely affect a public financing contemplated by the Company at the
time the request for registration is made, in which case a "black out" period of
up to 60 days would apply, (iii)
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audited financial statements necessary for registration are unavailable or (iv)
registration would require disclosure of material information which the Company
wishes to delay for a bona fide business purpose.
In addition, Dai-ichi or any subsequent holder of Registrable Securities
has the right, exercisable one time only, to include their Registrable
Securities in a registration by the Company of any of its Securities having the
ordinary power to vote in the election of the director of the Company (including
a proposed registration of Common Stock) under the Securities Act, unless (i) in
the reasonable judgment of the Company, inclusion of any Registrable Securities
in the Company's registration statement at that time would adversely affect the
Company's own financing, (ii) the Company's registration statement is withdrawn
or (iii) the Company's registration of Securities is in connection with a
merger, acquisition, exchange offer or subscription offer, stock option or a
dividend reinvestment, or other employee benefit plan. The Company is required
to bear all registration expenses in connection with the Registration of the
Registrable Securities pursuant to the Investment Agreement.
Common Share Equivalent Purchase Rights. The Company is party to a Rights
Agreement with The First National Bank of Boston, which relates to the Series E
and F Preferred Stock (the "Preferred Rights Agreement"). In general, the
Preferred Rights are intended to provide the holders of the Series E and F
Preferred Stock with the same rights as they would have had if they had owned
the shares of Common Stock into which the shares of Series E and F Preferred are
convertible. One common share equivalent purchase right (the "Preferred Rights")
was issued for each share of Series E and F Preferred Stock. In accordance with
the Preferred Rights Agreement, the Preferred Rights entitle the holders of such
Rights to purchase that number of shares of Common Stock into which the shares
of Series E and F Preferred Stock are convertible at a price of $75 per share,
subject to the same adjustments described with respect to the Common Rights.
Upon the occurrence of the same triggering events outlined with respect to the
Common Rights, each holder of a Preferred Right shall be entitled to receive
that number of common shares of an Acquiring Person obtained by multiplying the
current purchase price of the Preferred Rights by the total number of shares of
Common Stock for which the Preferred Rights may be exercised, and dividing the
product by 50% of the current per share market price of the common share of the
other person. Alternatively, if a person beneficially owning 20% of the Common
Stock acquires the Company by means of a reverse merger in which the Company
survives or such person engages in certain "self-dealing" transactions each
Preferred Right not owned by the 20% holder becomes exercisable for the number
of shares of Common Stock which at the time would have a market value of two
times the exercise price of the Preferred Rights. The Preferred Rights expire on
November 21, 1996 and are subject to redemption and cancellation.
REGULATION
State Supervision. The Company's insurance affiliates are subject to
regulation and supervision by the states, territories and foreign countries in
which they are admitted to do business. These jurisdictions generally maintain
supervisory agencies with broad discretionary powers relative to granting and
revoking licenses to transact business, regulating trade practices, licensing
agents, prescribing and approving policy forms, regulating premium rates for
some lines of business, establishing premium requirements, regulating
competitive matters, prescribing the form and content of financial statements
and reports,determining the reasonableness and adequacy of capital and surplus
and regulating the type and amount of investments permitted. The Company's
insurance subsidiaries conduct business in numerous jurisdictions and,
accordingly, are subject to the laws and regulations of each of those
jurisdictions. Most of the Company's principal insurance subsidiaries, including
The Lincoln National Life Insurance Company and American States Insurance
Company, are domiciled in Indiana and are primarily regulated by the Indiana
Commissioner.
As an insurance holding company, the Company is also subject to regulatory
requirements of the states where its insurance subsidiaries are domiciled. For
example, certain transactions involving an affiliated insurance company, such as
loans, extraordinary dividends or investments, in some cases may require the
prior approval of such company's primary regulators. Additionally, these
requirements
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restrict the ability of any person to acquire control of the Company or any of
its subsidiaries engaged in the insurance business without prior regulatory
approval. Control is generally deemed to exist if an entity beneficially owns
10% or more of the voting securities of a company. Such requirements may have
the effect of preventing an acquisition of the Company.
PLAN OF DISTRIBUTION
The Company may sell the Securities being offered hereby by any one or
more of the following methods: (i) through underwriters or dealers; (ii)
directly to one or more purchasers; (iii) through agents; or (iv) to both
investors and/or dealers through a specific bidding or auction process or
otherwise. The Prospectus Supplement with respect to the Securities sets forth
the terms of the offering of the Securities, including the name or names of any
underwriters, the purchase price of the Securities and the proceeds to the
Company from such sale, any underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers, any bidding or auction
process, any Securities exchanges on which the Securities may be listed and any
restrictions on the sale and delivery of Securities in bearer form to U.S.
persons.
If underwriters are used in the sale, the Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
Securities may be offered to the public either through underwriting syndicates
represented by managing underwriters or directly by underwriters. The specific
underwriter or underwriters or managing underwriter or underwriters, as the case
may be, will be set forth on the cover of the Prospectus Supplements relating to
such Securities and the members of the underwriting syndicate, if any, will be
named in such Prospectus Supplement. Unless otherwise set forth in the
Prospectus Supplement, the obligations of the underwriters to purchase the
Securities will be subject to certain conditions precedent and the underwriters
will be obligated to purchase all the Securities if any are purchased. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of the Securities in respect of which this Prospectus is delivered will be
named, and any commissions payable by the company to such agent will be set
forth, in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best efforts basis for
the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Securities from the Company at the public offering
price set forth in the Prospectus Supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
Such contract will be subject only to those conditions set forth in the
Prospectus Supplement and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
Dealers, agents and underwriters may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Acts, or to contribution
with respect to payments which the dealers, agents or underwriters may be
required to make in respect thereof. Dealers, agents and underwriters may be
customers of, engage in transactions with, or perform services for the Company
in the ordinary course of business.
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LEGAL OPINIONS
The validity of the Securities offered hereby will be passed upon for the
Company by Gardner, Carton & Douglas, 321 North Clark Street, Chicago , Illinois
60610. Gardner, Carton & Douglas will rely on the opinion of Jack D. Hunter,
Esq., Executive Vice President and General Counsel of the Company, as to matters
of Indiana law. As of August 16, 1994, Mr. Hunter beneficially owned 57,298
shares of Common Stock of the Company, including shares held in the Lincoln
National Corporation Savings and Profit-Sharing Plan and the Lincoln National
Corporation Employees' and Agents' Stock Bonus Plan,and holds options to acquire
an additional 55,602 shares of Common Stock, which options are currently
exerciseable except for options to acquire: 8,250 shares in each of 1995 and
1996; 5,750 shares in 1997; and 3,000 shares in 1998.
EXPERTS
The consolidated financial statements and schedules of Lincoln National
Corporation and subsidiaries appearing in the Lincoln National Corporation's
Annual Report (Form 10-K) for the year ended December 31, 1993, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements and schedules are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission fee $172,400
Legal fees and expenses $ 50,000*
Accounting fees and expenses $ 30,000*
Blue Sky fees and expenses (including counsel fees) $ 10,000*
Printing and engraving expenses $ 30,000*
Trustee fees and expenses $ 20,000*
Miscellaneous $ 27,600*
Total $340,000
* Estimated
Item 15. Indemnification of Directors and Officers
The following discussion of the indemnification provisions of the
Indiana Business Corporation Law (Indiana Code Section 23-1-37) (the "Law"),
which applies to the Registrant, is a summary, is not meant to be complete, and
is qualified in its entirety by reference to the Law.
The Law provides indemnity for present and past directors, officers,
employees and agents of the Registrant and of other entities, including
partnerships, trusts and employee benefit plans, who serve in such capacities at
the request of the Registrant, against obligations to pay as the result of
threatened, pending or completed actions, suits or proceedings, whether
criminal, civil, administrative or investigations to which they are parties, if
it is determined by a majority of disinterested directors, a committee of the
board of directors or special counsel selected by the board of directors that
they acted in good faith and they reasonably believed their conduct in their
official capacity was in the Registrant's best interests or if such conduct was
not in their official capacity, that the same was at least not opposed to the
Registrant's best interests, and that in criminal proceedings they had
reasonable cause to believe their conduct was lawful or no reasonable cause to
believe that it was unlawful. The Law provides for mandatory indemnification for
directors and officers against reasonable expenses incurred if they were wholly
successful in the defense of such proceeding. Also termination of a proceeding
by judgment, settlement or like disposition is not determinative that the
director, officer, employee or agent did not meet the standard of conduct set
forth in the Law. The indemnity provided by the Law may be enforced in court and
provision is made for advancement of expenses. The Law also permits the
Registrant to insure its liability on behalf of the directors, officers,
employees and agents so indemnified and the Law does not exclude any other
rights in indemnification and advancement of expenses provided in the
Registrant's Articles of Incorporation, Bylaws, or resolutions of its board of
directors or its shareholders.
The Bylaws of the Registrant provide for the indemnification of its
officers, directors and employees against reasonable expenses, including
settlements, 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 so long as (i) the individual's conduct was in good faith, (ii) he
reasonably believed that the conduct was in the Company's best interests (or for
non-corporate acts, not against the best interest of the Company), and (iii) in
the case of criminal proceedings, the individual either had reason to believe
the conduct was lawful, or no reasonable cause to believe it was unlawful. In
the case of directors, a determination as to whether indemnification or
reimbursement is proper shall be made by a majority of disinterested directors,
a committee of the board of directors or special counsel selected by the board
of directors. In the case of individuals who are not directors, such
determination shall be made by the chief executive officer of the Registrant or,
if the chief executive officer so directs, in the manner it would be made if the
individual were a director of the Registrant.
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 for directors, officers or
persons controlling the Registrant pursuant to the foregoing provisions, the
Registrant 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. 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.
The Registrant maintains directors' and officers' liability insurance
with an annual aggregate limit of $50,000,000 for the current policy period,
subject to a $1,000,000 deductible at the corporate level, for each wrongful act
where corporate reimbursement is available to any director or officer.
Item 16. Exhibits
Exhibit
Number Nature of Exhibit
1 Form of Underwriting Agreement (previously filed)
3(a) Articles of Incorporation of Lincoln National Corporation, as amended
3(b) Bylaws, as amended (incorporated by reference to Exhibit No. 3(b) to
Registrant's Form 10-K for fiscal year ended December 31, 1991)
4(a) Rights Agreement, dated November 7, 1986 (incorporated by reference to
Registrant's 8-K (File No. 1-6028) filed November 18, 1986)
4(b) Rights Agreement, dated July 5, 1990 (incorporated by reference to
Exhibit No. 28 to Registrant's Registration Statement on Form S-3
(File No. 33-55652) filed December 11, 1992)
4(c) Form of Indenture between the Company and The Bank of New York
4(d) Form of Note
4(e) Form of Debenture
4(f) Form of Zero Coupon Security
5 Opinion and consent of Gardner, Carton & Douglas
(previously filed)
12 Computation of the Ratio of Earnings to Fixed Charges
(previously filed)
23(a) Consent of Ernst & Young LLP (previously filed)
23(b) Consent of Gardner, Carton & Douglas (included in Exhibit No. 5)
24 Powers of Attorney (Included on Signature Page filed electronically
with Form S-3 on September 6, 1994)
25 Form T-1, Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Bank of New York (previously filed)
28 Information from reports furnished to State Insurance Regulatory
Authorities (incorporated by reference to Exhibit 28 of REgistrant's
Form 10-K dated December 31, 1993)
Item 17. Undertakings
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 this 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 this Registration Statement, and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; provided, however, that clauses
(1)(i) and (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 by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
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; (4) 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 section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; (5)
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 provisions described above in Item 15 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 Securities Act of 1933 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; (6) for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
of 1933 shall be deemed to be part of this registration statement as of the time
it was declared effective; (7) for the purpose of determining any liability
under the Securities Act of 1933, each post-effective amendment that contains a
form of prospectus 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; (8) to use
its best efforts to distribute prior to the opening of bids, to prospective
bidders, underwriters, and dealers, a reasonable number of copies of a
prospectus which at that time meets the requirements of section 10(a) of the
Securities Act of 1933, and relating to the securities offered at competitive
bidding, as contained in the registration statement, together with any
supplements thereto; and (9) to file an amendment to the registration statement
reflecting the results of bidding, the terms of the reoffering and related
matters to the extent required by the applicable form, not later than the first
use, authorized by the issuer after the opening of bids, of a prospectus
relating to the securities offered at competitive bidding, unless no further
public offering of such securities by the issuer and no reoffering of such
securities by the purchasers is proposed to be made.
SIGNATURES
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-3 and has duly caused this Amendment
No. 1 to the 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 15th day of September, 1994.
LINCOLN NATIONAL CORPORATION
By: /s/ RICHARD C. VAUGHAN
Richard C. Vaughan
itle: Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Ian M. Rolland*
Ian. M. Rolland Chairman, Chief Executive Officer September 15, 1994
& Director (Principal Executive
Officer)
/s/ Robert A. Anker*
Robert A. Anker President, Chief Operating Officer September 15, 1994
& Director
/s/ Richard C. Vaughan*
Richard C. Vaughan Senior Vice President September 15, 1994
(Principal Financial Officer)
/s/ Donald L. Van Wyngarden *
Donald L. Van Wyngarden Second Vice President & September 15, 1994
Controller (Principal Accounting
Officer)
/s/ J. Patrick Barrett*
J. Patrick Barrett Director September 15, 1994
/s/ Thomas D. Bell, Jr.*
Thomas D. Bell, Jr. Director September 15, 1994
/s/ Daniel R. Efroymson*
Daniel R. Efroymson Director September 15, 1994
/s/ Harry L. Kavetas*
Harry L. Kavetas Director September 15, 1994
/s/ M. Leanne Lachman*
M. Leanne Lachman Director September 15, 1994
/s/ Leo J. McKernan*
Leo J. McKernan Director September 15, 1994
/s/ Earl L. Neal*
Earl L. Neal Director September 15, 1994
/s/ John M. Pietruski*
John M. Pietruski Director September 15, 1994
/s/ Jill S. Ruckelshaus*
Jill S. Ruckelshaus Director September 15, 1994
/s/ Gordon A. Walker*
Gordon A. Walker Director September 15, 1994
/s/ Gilbert R. Whitaker, Jr.*
Gilbert R. Whitaker, Jr. Director September 15, 1994
*By:/S/ RICHARD C. VAUGHAN
Richard C. Vaughan, as Attorney-in-Fact
Pursuant to Power of Attorney included on
signature page filed electronically with Form
S-3 on September 6, 1994.
EXHIBIT 3(a)
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
Edgar D. Whitcomb, Secretary of State
CERTIFICATE OF INCORPORATION
OF
LINCOLN NATIONAL CORPORATION
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- - -----------------------------------------------------------------------------
I, Edgar D. Whitcomb, Secretary of State of the State of Indiana, hereby
certify that Articles of Incorporation of the above Corporation, in the form
prescribed by my office, prepared and signed in triplicate by all of the
incorporators and acknowledged and verified by at least three of them before a
Notary Public, have been presented to me at my office accompanied by the fees
prescribed by law; that I have found such Articles conform to law; that I have
endorsed my approval upon the triplicate copies of such Articles; that all fees
have been paid as required by law;that one copy of such Articles has been filed
in my office; and that two copies of such Articles bearing the endorsement of my
approval and filing have been returned by me to the incorporators or their
representatives; all as prescribed by the provisions of the Indiana General
Corporation Act, as amended.
Wherefore, I hereby issue to such Corporation this Certificate of
Incorporation, and further certify that its corporate existence has begun.
In Witness Whereof, I have hereunto set my
hand and affixed the seal of the State of
Indiana, at the City of Indianapolis,
5th
this.................................day of
[SEAL OF STATE OF INDIANA]
January 68
............................, 19..
...........................................
Edgar D. Whitcomb, Secretary of State,
By.........................................
Deputy