Pursuant to Rule 424(b)(5) File No. 33-55379 SUBJECT TO COMPLETION Preliminary Prospectus Supplement dated May 15, 1995 ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ +INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. THESE + +SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE + +TIME A FINAL PROSPECTUS SUPPLEMENT IS DELIVERED. THIS PROSPECTUS SUPPLEMENT + +AND THE 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 LAW OF ANY SUCH STATE. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ PROSPECTUS SUPPLEMENT (To Prospectus dated September 15, 1994) $200,000,000 LINCOLN NATIONAL CORPORATION % DEBENTURES DUE , 2005 ------------ Interest on the % Debentures due , 2005 (the "Debentures") is payable semiannually on and of each year, beginning , 1995. The Debentures are not redeemable prior to maturity and are not entitled to any sinking fund. The Debentures will be issued in fully-registered book-entry form. Ownership interests in the Debentures will be shown only on, and transfers thereof will be effected only through, records maintained by The Depository Trust Company, as Depository, and its participants. Owners of beneficial interests in the Debentures will be entitled to physical delivery of Debentures in certificated form equal in principal amount to their respective beneficial interests only under the limited circumstances described under "Description of Debentures-- Book-Entry Debenture." Settlement for the Debentures will be made in immediately available funds. The Debentures will trade in the Depository's Same-Day Funds Settlement System until maturity or until the Debentures are issued in certificated form, and secondary market trading activity in the Debentures will therefore settle in immediately available funds. All payments of principal and interest will be made by the Company in immediately available funds. See "Description of Debentures--Same-Day Settlement and Payment." ------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURI- TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Price to Underwriting Proceeds to Public Discount(1) Company (2) - ------------------------------------------------------------------------------- Per Debenture.......... % % % - ------------------------------------------------------------------------------- Total.................. $ $ $ - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (1) The Company has agreed to indemnify the several Underwriters against certain liabilities, including liabilities under the Securities Act of 1933. See "Underwriting." (2) Before deduction of expenses payable by the Company estimated at $200,000. ------------ The Debentures are offered by the Underwriters, subject to the prior sale, when, as and if issued to and accepted by them. The Underwriters reserve the right to withdraw, cancel or modify such offer and to reject orders in whole or in part. It is expected that delivery of the Debentures will be made in book- entry form only on or about May , 1995 through the facilities of The Depository Trust Company. ------------ LEHMAN BROTHERS MERRILL LYNCH & CO. MORGAN STANLEY & CO. INCORPORATED May , 1995 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES OFFERED HEREBY IN THE OVER-THE-COUNTER MARKET OR OTHERWISE AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. FOR NORTH CAROLINA INVESTORS: THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED THIS OFFERING NOR HAS SUCH COMMISSIONER PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Lincoln National Corporation's (the "Company's") Annual Report on Form 10-K for its fiscal year ended December 31, 1994 (as amended by the Form 10-K/A filed on May 12, 1995) and its Quarterly Report on Form 10-Q for the three months ended March 31, 1995 filed with the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934 are incorporated herein by reference. RECENT DEVELOPMENTS On April 3, 1995, the Company acquired Delaware Management Holdings, Inc. ("Holdings") and its subsidiaries (collectively, "Delaware") for an aggregate consideration of $510 million, including assumed indebtedness of $209 million ($180 million of which consisted of the notes described in the following paragraph). Delaware is an investment management firm with offices in the United States and London. Delaware serves as investment adviser to approximately 286 pension fund and other institutional accounts, acts as investment manager, national distributor, and shareholder services agent for 33 registered, open-end funds and serves as investment manager for 2 registered, closed-end funds. In connection with the Company's acquisition of Delaware on April 27, 1995, Holdings made a tender offer for all of its outstanding 10 1/4% Series B Senior Secured Notes due 2004 which offer is expected to expire on May 24, 1995. The total amount of funds required by Holdings to purchase all of the notes (assuming 100% of the principal amount of those notes is tendered and accepted for payment) is expected to be approximately $200 million. The Company anticipates that it will make a capital contribution to Holdings to purchase the notes, which contribution will initially be funded through the Company's commercial paper program. On April 25, 1995, the Company, through its United Kingdom subsidiary, acquired Laurentian Financial Group plc ("Laurentian") from Imperial Life Assurance Company of Canada, a subsidiary of La Confederation des caisess et d'economies Desjardins du Quebec City, for an aggregate consideration of $237 million, including assumed indebtedness of $44 million. Laurentian sells a broad range of life, pension and investment products, as well as unit trusts, in the United Kingdom through a 750-person direct sales force. The Company funded the purchase price of the acquisition through its commercial paper program. As a result of the acquisition of Delaware and Laurentian and the tender offer for Holding's outstanding notes, described above, the Company has increased, or is expected to increase, its commercial paper borrowings by approximately $420 million from March 31, 1995 levels and has assumed additional long-term debt of approximately $44 million. See "Capitalization" and "Ratio of Earnings to Fixed Charges" for more information concerning such additional indebtedness. USE OF PROCEEDS The net proceeds of this offering will be used to reduce the Company's commercial paper borrowings. As of May 11, 1995, the Company's outstanding commercial paper had maturities of 1 to 48 days, all with interest rates equal to approximately 6.1%. S-2 CAPITALIZATION The capitalization of the Company and its consolidated subsidiaries at March 31, 1995 and as adjusted for the issuance of the Debentures offered hereby and the application of the estimated proceeds thereof (without giving effect to the payment of expenses and underwriting discount) is set forth below: MARCH 31, 1995 -------------------- ACTUAL AS ADJUSTED -------- ----------- (IN MILLIONS) Short-term debt (including current maturities of long- term debt).............................................. $ 302.8 $ 102.8(1) ======== ======== Long-term debt less current portion: % Debentures due 2005................................ $ -- $ 200.0 7 1/8% Notes due 1999.................................. 99.3 99.3 7 5/8% Notes due 2002.................................. 99.1 99.1 9 1/8% Debentures due 2024............................. 199.1 199.1 Mortgages and other notes.............................. 21.7 21.7(2) -------- -------- Total long-term debt (less current portion)...... 419.2 619.2 Shareholders' Equity: Preferred Stock, without par value: Authorized: 10,000,000 shares Issued and outstanding: $3.00 Convertible Cumulative Preferred Stock, Series A (42,058 shares).......................... 1.4 1.4 5 1/2% Cumulative Convertible Exchangeable Preferred Stock, Series E and F (2,201,443 and 2,216,454 shares, respectively)................... 309.9 309.9 Common Stock, without par value: Authorized: 800,000,000 shares Issued and outstanding (94,575,411 shares)........... 557.6 557.6 Earned surplus........................................... 2,569.4 2,569.4 Foreign currency translation adjustment.................. 15.3 15.3 Net unrealized gain on securities available-for-sale..... 198.1 198.1 -------- -------- Total shareholders' equity....................... 3,651.7 3,651.7 -------- -------- Total capitalization............................. $4,070.9 $4,270.9 ======== ======== - -------- (1) As a result of the transactions described under "Recent Developments" (including the anticipated purchase of outstanding notes by Holdings), the Company's short-term debt (including current maturities of long-term debt) is expected to increase to approximately $723 million prior to the application of proceeds from this offering. Accordingly, it is anticipated that the Company's short-term debt after the issuance of the Debentures and the application of the proceeds thereof will be approximately $523 million. (2) In connection with the acquisition of Laurentian on April 25, 1995, the Company assumed indebtedness of $44 million and, as a result, the Company's mortgages and other notes increased to approximately $66 million. The Company's $3.00 Convertible Cumulative Preferred Stock, Series A (without par value) is entitled to a liquidation preference in the amount of $80.00 per share, or approximately $3,365,000 plus accrued dividends in the aggregate at March 31, 1995. The 5 1/2% Cumulative Convertible Exchangeable Preferred Stock, Series E and F are entitled to liquidation preferences of $68.85 and $71.604 per share, respectively, or $151,569,000 and $158,707,000 plus accrued dividends in the aggregate at March 31, 1995. S-3 RATIO OF EARNINGS TO FIXED CHARGES Set forth below are the Company's historical ratios of earnings to fixed charges for each of the years in the five-year period ended December 31, 1994 and the three months ended March 31, 1995 and 1994. In addition, set forth below are pro forma ratios giving effect to the sale of the Debentures and application of the proceeds thereof (without giving effect to reduction of offering proceeds due to discounted price to public, underwriting discount and expenses). THREE MONTHS ENDED MARCH 31, YEAR ENDED DECEMBER 31, -------------- ---------------------------- 1995 1994 1994 1993 1992 1991 1990 ----- ----- ---- ----- ---- ---- ---- Ratio of Earnings to Fixed Charges: Excluding Interest on Annuities and Financial Products(1) Historical.................... 10.44 12.67 6.43 10.35 6.69 3.04 3.04 Pro Forma(2).................. 10.03(5) 6.15(5) Including Interest on Annuities and Financial Products(3) Historical.................... 1.49 1.57 1.27 1.43 1.32 1.16 1.18 Pro Forma(2).................. 1.49(5) 1.27(5) Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends(4) Historical...................... 1.47 1.54 1.25 1.40 1.30 1.15 1.17 Pro Forma(2).................... 1.47(5) 1.25(5) - -------- (1) 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. (2) Pro forma ratios after giving effect to the net increase in interest expense due to the issuance of the Debentures at a maximum assumed rate of 7.5% per annum less the repayment of $200.0 million of short-term debt at a weighted average interest rate of 6.0% per annum. A decrease of 1/8 of 1% in the assumed interest rate for the Debentures increases the ratio described in note (1) above by 0.03 for the three months ended March 31, 1995 and 0.02 for the year ended December 31, 1994, and there would be no change in the ratios described in notes (3) and (4) below. (3) 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. (4) 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. (5) The increase in debt, as described in note (1) to the capitalization table, impacts the ratio of earnings to fixed charges shown above. See "Capitalization." If the impact of this increased debt is included in the pro forma calculation for the three months ended March 31, 1995, the pro forma ratio of earnings to fixed charges as described in note (1) above would decrease by 2.71 and such ratios as described in notes (3) and (4) would decrease by 0.03. If the impact of this debt is included in the pro forma calculation for the year ended December 31, 1994, the pro forma ratio of earnings to fixed charges as described in note (1) above would decrease by 1.79 and such ratios as described in notes (3) and (4) would decrease by 0.03. DESCRIPTION OF DEBENTURES GENERAL The following description of the particular terms of the Debentures offered hereby supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of Debt Securities set forth in the Prospectus. S-4 The Debentures offered hereby will be limited to $200,000,000 aggregate principal amount and will be issued under an Indenture, dated as of September 15, 1994 (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Trustee"). The Company currently has $200 million of debt securities outstanding under the Indenture. The Debentures will be unsecured obligations of the Company and will mature on , 2005. Each Debenture will bear interest at the rate per annum stated on the cover page hereof, payable semiannually on and of each year, commencing on , 1995, to the person in whose name the Debenture is registered at the close of business on the next preceding and , respectively, subject to certain exceptions. The Debentures will be issued only in fully-registered book-entry form, without coupons, in denominations of $1,000 and integral multiples thereof, through the facilities of The Depository Trust Company, New York, New York (the "Depository"). Transfers or exchanges may be effected only through a participating member of the Depository. See "Book-Entry Debenture" below. Payments on Debentures will be made to the Depository or its nominee in accordance with the arrangements then in effect between the Trustee and the Depository. See "Book-Entry Debenture" below. The Debentures are not redeemable prior to maturity and are not entitled to any sinking fund. BOOK-ENTRY DEBENTURE The Debentures will be issued in the form of fully-registered Debentures in the aggregate principal amount of $200,000,000 (collectively, the "Book-Entry Debenture") which will be deposited with, or on behalf of, the Depository and registered in the name of the Depository's nominee. Except as set forth below, the Book-Entry Debenture may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any nominee to a successor of the Depository or a nominee of such successor. The Depository has advised the Company that it is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. The Depository was created to hold securities for persons that have accounts with the Depository ("participants") and to facilitate settlement of securities transactions among its participants, such as transfers and pledges in such deposited securities through electronic computerized book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The Depository's "direct participants" include securities brokers and dealers (including the Underwriters), banks, trust companies, clearing corporations and certain other organizations, some of which (and/or their representatives) own the Depository. Access to the Depository's book-entry system is also available to others, such as banks, securities brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly ("indirect participants"). The Depository has also advised the Company and the Trustee that, upon the issuance of the Book-Entry Debenture, the Depository will credit the respective principal amounts of the Debentures represented by the Book-Entry Debenture to the accounts of participants. The accounts to be credited will be designated by the applicable Underwriter. Purchases of Debentures under the Depository's system must be made by or through direct participants, which will receive a credit for the Debentures on the Depository's records. The ownership interest of each actual purchaser of each Debenture ("beneficial owner") is in turn to be recorded on the direct and indirect participants' records. Beneficial owners will not receive written confirmation from the Depository of their purchase, but beneficial owners are expected to receive written confirmation providing details of the transaction, as well as periodic statements of their holdings, from the direct and indirect participant through which the beneficial owner entered into the transaction. The laws of some states may require that certain purchasers of securities take physical delivery of such securities in certificated form. Such limits and such laws may impair the ability to transfer beneficial interests in the Book-Entry Debenture. S-5 So long as the Depository for the Book-Entry Debenture, or its nominee, is the registered owner of the Book-Entry Debenture, the Depository or its nominee, as the case may be, will be considered the sole owner or holder of the Debentures represented by the Book-Entry Debenture for all purposes under the Indenture. Except as provided below, owners of beneficial interests in the Book-Entry Debenture will not be entitled to have Debentures represented by such Book-Entry Debenture registered in their names, will not receive or be entitled to receive physical delivery of such Debentures in certificated form and will not be considered the owners or holders thereof under the Indenture. Principal and interest payments on the Debentures represented by the Book- Entry Debenture will be made by the Company to the Depository or its nominee, as the case may be, as the registered owner of such Book-Entry Debenture. Neither the Company, the Trustee, the Paying Agent (as defined in the Indenture) nor any Registrar (as defined in the Indenture) for the Debentures will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the Book-Entry Debenture, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company expects that the Depository or its nominee, upon receipt of any payment of principal or interest in respect of the Book-Entry Debenture, will credit immediately the accounts of the relevant participants with payment in amounts proportionate to their respective holdings in principal amount of beneficial interest in such Book-Entry Debenture as shown on the records of the Depository or its nominee. The Company also expects that payments by participants to beneficial owners in the Book-Entry Debenture held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name." Such payments will be the responsibility of such participants. Conveyance of notices and other communications by the Depository to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. If (i) the Depository is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within ninety days, (ii) the Company executes and delivers to the Trustee an order to the effect that a Book-Entry Debenture shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect to the Debentures; the Company will issue the Debentures in certificated form in exchange for such Book-Entry Debenture. In any such instance, an owner of a beneficial interest in the Book-Entry Debenture will be entitled to physical delivery in certificated form of the Debentures equal in principal amount to such beneficial interest and to have such Debentures registered in its name. Debentures so issued in certificated form will be issued in denominations of $1,000 or any larger amount that is an integral multiple thereof and will be issued in registered form only, without coupons. SAME-DAY SETTLEMENT AND PAYMENT Settlement for the Debentures will be made by the Underwriters in immediately available funds. All payments of principal and interest will be made by the Company in immediately available funds. Secondary trading in long-term notes and debentures of corporate issuers is generally settled in clearinghouse or next-day funds. In contrast, the Debentures will trade in the Depository's Same-Day Funds Settlement System until maturity or until the Debentures are issued in certificated form, and secondary market trading activity in the Debentures will therefore be required by the Depository to settle in immediately available funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the Debentures. PAYING AGENT AND REGISTRAR Pursuant to the terms of the Indenture, the Company has appointed The Bank of New York to act as paying agent and registrar with respect to the Debentures under the Indenture. S-6 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. The Trustee is also the trustee and paying agent for the Company's 7 1/8% Notes due July 15, 1999, 7 5/8% Notes due July 15, 2002 and 9 1/8% Debentures due October 1, 2024. UNDERWRITING Subject to the terms and conditions set forth in the underwriting agreement relating to the Debentures (the "Underwriting Agreement") among the Company and Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated (the "Underwriters"), for whom Lehman Brothers Inc. is acting as representative, the Company has agreed to sell to the Underwriters, and the Underwriters have severally agreed to purchase, the respective principal amounts of the Debentures set forth opposite their names below. In the Underwriting Agreement, the several Underwriters have agreed, subject to the terms and conditions set forth therein, to purchase all the Debentures offered hereby if any of such Debentures are purchased. In the event of default by an Underwriter, the Underwriting Agreement provides that, in certain circumstances, the purchase commitments of the nondefaulting Underwriters may be increased or the Underwriting Agreement may be terminated. PRINCIPAL UNDERWRITER AMOUNT ----------- ------------ Lehman Brothers Inc......................................... Merrill Lynch, Pierce, Fenner & Smith Incorporated....................................... Morgan Stanley & Co. Incorporated........................... ------------ Total..................................................... $200,000,000 ============ The Underwriters have advised the Company that they propose initially to offer the Debentures to the public at the public offering price set forth on the cover page of this Prospectus Supplement, and to certain dealers at such price less a concession not in excess of % of the principal amount of the Debentures. The Underwriters may allow, and such dealers may reallow, a discount not in excess of % of the principal amount of the Debentures to certain other dealers. After the initial public offering, the public offering price, concession and discount may be changed. The Debentures are new issues of securities with no established trading market. The Company has been advised by the Underwriters that they intend to make a market in the Debentures, but are not obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the Debentures. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or contribute to payments the Underwriters may be required to make in respect of such liabilities. In the ordinary course of their respective businesses, certain of the Underwriters have in the past, and may in the future, engage in commercial and investment banking transactions with the Company and its affiliates. S-7 VALIDITY OF THE DEBENTURES The validity of the Debentures offered hereby will be passed upon for the Company by Gardner, Carton & Douglas, Chicago, Illinois and for the Underwriters by Sullivan & Cromwell, New York, New York. Gardner, Carton & Douglas and Sullivan & Cromwell 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 May 4, 1995, based on information filed with the Commission, Mr. Hunter beneficially owned 53,323 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 held options to acquire an additional 55,602 shares of Common Stock. See "Legal Opinions" in the Prospectus. S-8 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY IN- FORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPO- RATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN CONNEC- TION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE DE- LIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HERE- UNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR SO- LICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ----------------- TABLE OF CONTENTS Prospectus Supplement Page ---- Incorporation of Certain Documents by Reference.............................................................. S-2 Recent Developments........................................................ S-2 Use of Proceeds............................................................ S-2 Capitalization............................................................. S-3 Ratio of Earnings to Fixed Charges......................................... S-4 Description of Debentures.................................................. S-4 Underwriting............................................................... S-7 Validity of the Debentures................................................. S-8 Prospectus Available Information...................................................... 2 Incorporation of Certain Documents by Reference.............................................................. 2 The Company................................................................ 3 Use of Proceeds............................................................ 3 Risk Factors Relating to Currencies........................................ 4 Historical Ratio of Earnings to Fixed Charges.............................. 4 Description of Debt Securities............................................. 4 Description of Preferred Stock and Common Stock.......................................................... 11 Regulation................................................................. 17 Plan of Distribution....................................................... 18 Legal Opinions............................................................. 19 Experts.................................................................... 19 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- $200,000,000 LOGO % DEBENTURES DUE , 2005 ----------------- PROSPECTUS SUPPLEMENT May , 1995 ----------------- LEHMAN BROTHERS MERRILL LYNCH & CO. MORGAN STANLEY & CO. INCORPORATED - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------