1 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ Commission file number 1-11733 A. Full title of the plan and the address of the plan, if different from that of the issuer name below: American States Financial Corporation Employees' Savings and Profit-Sharing Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: American States Financial Corporation 500 North Meridian Street Indianapolis, Indiana 46204 Page 1 of 27 2 Financial Statements and Schedules American States Financial Corporation Employees' Savings and Profit- Sharing Plan Period from June 24, 1996 (inception) to December 31, 1996 with Report of Independent Auditors Page 2 of 27 3 American States Financial Corporation Employees' Savings and Profit-Sharing Plan Financial Statements and Schedules Period from June 24, 1996 (inception) to December 31, 1996 Contents Report of Independent Auditors Audited Financial Statements Statement of Net Assets Available for Plan Benefits Statement of Changes in Net Assets Available for Plan Benefits Notes to Financial Statements Schedules Schedule of Assets Held for Investment Purposes Schedule of Reportable Transactions Page 3 of 27 4 Report of Independent Auditors Lincoln National Corporation Benefits Investment Committee American States Financial Corporation We have audited the accompanying statement of net assets available for plan benefits of the American States Financial Corporation Employees' Savings and Profit-Sharing Plan as of December 31, 1996 and the related statement of changes in net assets available for plan benefits for the period from June 24, 1996 (inception) to December 31, 1996. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at December 31, 1996, and the changes in its net assets available for plan benefits for the period from June 24, 1996 (inception) to December 31, 1996, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1996, and reportable transactions for the period from June 24, 1996 (inception) to December 31, 1996, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Fort Wayne, Indiana May 8, 1997 Page 4 of 27 5 American States Financial Corporation Employees' Savings and Profit-Sharing Plan Statement of Net Assets Available for Plan Benefits December 31, 1996 Assets Investments: Common stock: American States Financial Corporation $ 2,145,281 Lincoln National Corporation 78,170,636 Segregated investment accounts-The Lincoln National Life Insurance Company Separate Accounts 50,999,168 Unallocated insurance contracts-The Lincoln National Life Insurance Company 47,685,234 Participant loans 7,105,124 Total investments 186,105,443 Cash and invested cash 2,221,512 Accrued interest receivable 20,474 Contributions receivable from participating employers 5,899,089 Miscellaneous receivables 19,460 Total assets 194,265,978 Liability-miscellaneous payables 1,510,078 Net assets available for plan benefits $192,755,900 See accompanying notes. Page 5 of 27 6 American States Financial Corporation Employees' Savings and Profit-Sharing Plan Statement of Changes in Net Assets Available for Plan Benefits Period from June 24, 1996 (inception) to December 31, 1996 Additions: Net realized and unrealized appreciation in fair value of investments $ 10,845,601 Investment income: Dividends 733,742 Interest: The Lincoln National Life Insurance Company 1,434,520 Other 349,927 Total interest 1,784,447 Total investment income 2,518,189 Contributions: Employees 4,558,854 Participating employers (net of forfeitures: 1996-$15,794) 6,560,216 Total contributions 11,119,070 Transfer from the Lincoln National Corporation Employees' Savings and Profit-Sharing Plan 175,764,524 Total additions 200,247,384 Deductions: Distributions to participants 7,413,827 Administrative expenses 77,657 Total deductions 7,491,484 Net increase in net assets available for plan benefits and net assets available for plan benefits at end of the year $192,755,900 See accompanying notes. Page 6 of 27 7 American States Financial Corporation Employees' Savings and Profit-Sharing Plan Notes to Financial Statements 1. Significant Accounting Policies Investments The investments in American States Financial Corporation (the "Company") common stock and Lincoln National Corporation ("LNC") common stock are valued at the last reported sales price per the national securities exchange on the last business day of the year. The fair value of the participation units owned by American States Financial Corporation Savings and Profit-Sharing Plan (the "Plan") in segregated investment accounts is based on quoted redemption value on the last business day of the year. The unallocated insurance contracts are valued at contract value as estimated by The Lincoln National Life Insurance Company ("Lincoln Life"). Contract value represents net contributions made plus interest at the contract rate. Participant loans are valued at cost which approximates fair value. Use of Estimates Preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liability at the date of the financial statements and the related amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. Description of the Plan Effective May 28, 1996, LNC, the Company's parent, closed an initial public offering of 17% of the Company's common stock. Subsequently, the Company adopted the Plan, which constitutes a spin-off and continuation of the Lincoln National Corporation Employees' Savings and Profit-Sharing Plan (the "LNC Plan"). The Plan became effective June 24, 1996 Page 7 of 27 8 and the account balances, which totaled $175,764,524, of LNC Plan participants who were employees or former employees of the Company or its subsidiaries ("Employer Companies") were transferred to the Plan as of that date. The Plan is a contributory, defined contribution plan which covers eligible employees of the Employer Companies. Any person 21 years of age or older who is an employee of the Employer Companies is eligible to enroll in the Plan on the next Plan entry date if the person has been employed by the Employer Companies or any of its affiliates for at least one year. A participant may make pretax contributions at a rate of at least 1%, but not more than 15% of compensation, up to a maximum annual amount as determined and adjusted annually by the Internal Revenue Service ("IRS"). The participants are fully vested in their contributions and direct the Plan to invest their contributions in the investment options as described in Note 4. Participants can direct employer contributions, but only after the contributions have been in the Plan for two full plan years following the year for which they were contributed. The Employer Companies contributions are invested in the ASFC Common Stock Fund. The Employer Companies contribute to the Plan an amount equal to a participant's contributions to the Plan, not to exceed 6%, multiplied by a percentage, ranging from 25% to 150%, which varies according to the Company's performance, as defined in the Plan agreement. Additionally, the Employer Companies will make a one-time special contribution to those participants who were participants in the LNC Plan prior to June 24, 1996. This contribution will be made in LNC common stock in accordance with the formula used by the LNC Plan and represents the matching contribution for the period from January 1, 1996 to June 23, 1996. The Employer Companies' contributions vest based upon years of service as defined in the Plan document as follows: Years of Service Percent Vested 1 0% 2 50% 3 or more 100% The Company has the right in accordance with the Plan to discontinue contributions at any time and terminate participation in the Plan. In the event of termination of the Plan, all amounts allocated to participants' accounts shall become vested. Page 8 of 27 9 The Plan allows loans to participants in amounts up to 50% of the vested account value to a maximum of $50,000, but not more than the total value of the participant's account excluding employer contributions that have not been in the Plan for two full years less the highest outstanding loan balance in the previous twelve-month period. Upon termination of service due to death, disability, or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in his or her account, or annual installments over a five year period. For termination of service due to other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution. Each participant's account is credited with the participant's contribution as well as matching contributions and with allocations of Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Forfeited nonvested amounts are used to reduce future Employer Companies' contributions. 3. Investments Individual investments greater than 5% of Net Assets Available for Benefits at December 31, 1996 are as follows: Shares/ Market Par Value Value Common stock-Lincoln National Corporation 1,488,965 $78,170,636 Segregated investment accounts: Core Equity Fund 1,623,644.967 13,447,213 Medium Capitalization Equity Fund 1,404,387.133 12,730,427 Unallocated insurance contracts $47,685,234 47,685,234 The unallocated insurance contracts earned an average interest rate of approximately 6.8% in 1996. The credited interest rate for new contributions at December 31, 1996 was 7.0%. The rate on new contributions is guaranteed through the succeeding three calendar year quarters. The credited interest rates for the remaining contract value balance at December 31, 1996 was 6.8%, and is determined based upon the performance of Lincoln Life's general account. The credited interest rates change at least quarterly. The minimum guaranteed rate is 4.5% Page 9 of 27 10 for the first 5 contract years, 4.0% for years 6-10 and 3.5% following year 10. The guarantee is based on Lincoln Life's ability to meet its financial obligations from its general assets. Restrictions may apply to the aggregate movement of funds to other investment options. The fair value of the unallocated insurance contracts approximates contract value. Participants are allocated interest on the unallocated insurance contracts based on the average rate earned on all Plan investments in unallocated insurance contracts. Page 10 of 27 11 American States Financial Corporation Employees' Savings and Profit-Sharing Plan Notes to Financial Statements (continued) 4. Investment Options The detail of the net assets available for plan benefits by investment option is as follows: December 31, 1996 Investment Options Total 1 2 3 Assets Investments: Common stock $ 80,315,917 $ 2,145,281 $78,170,636 Segregated investment accounts 50,999,168 $4,416,929 Unallocated insurance contracts 47,685,234 Participant loans 7,105,124 Total investments 186,105,443 2,145,281 78,170,636 4,416,929 Cash and invested cash 2,221,512 520,261 279,376 32,986 Accrued interest receivable 20,474 Contributions receivable from participating employers 5,899,089 2,507,583 3,391,506 Miscellaneous receivables 19,460 19,460 Total assets $194,265,978 $5,192,585 $81,841,518 $4,449,915 Liability-miscellaneous payables 1,510,076 0 673,005 7,723 Net assets available for plan benefits $192,755,900 $5,192,585 $81,168,513 $4,442,192 December 31, 1996 Investment Options 4 5 6 7 Assets Investments: Common stock Segregated investment accounts $13,447,213 $12,730,427 $4,296,690 Unallocated insurance contracts $47,685,234 Participant loans Total investments 47,685,234 13,447,213 12,730,427 4,296,690 Cash and invested cash 488,913 191,734 177,738 160,688 Page 11 of 27 12 Accrued interest receivable Contributions receivable from participating employers Miscellaneous receivables Total assets 48,174,147 13,638,947 12,908,165 4,457,378 Liability-miscellaneous payables 272,577 102,697 148,652 13,106 Net assets available for plan benefits $47,901,570 $13,536,250 $12,759,513 $4,444,272 December 31, 1996 Investment Options 8 9 10 11 Assets Investments: Common Stock Segregated investment accounts $ 3,073,932 $ 5,810,846 $ 2,167,717 $ 518,773 Unallocated insurance contracts Participant loans Total investments 3,073,932 5,810,846 2,167,717 518,773 Cash and invested cash 46,916 170,380 12,774 7,087 Accrued interest receivable Contributions receivable from participating employers Miscellaneous receivables Total assets 3,120,848 5,981,226 2,180,491 525,860 Liability-miscellaneous payables 24,483 152,305 2,224 5,707 Net assets available for plan benefits $ 3,096,365 $ 5,828,921 $ 2,178,267 $ 520,153 December 31, 1996 Investment Options 12 13 14 Loans Assets Investments: Common Stock Segregated investment accounts $ 1,138,608 $ 1,374,404 $ 2,023,629 Unallocated insurance contracts Participant loans $7,105,124 Total investments 1,138,608 1,374,404 2,023,629 7,105,124 Cash and invested cash 7,338 18,615 64,172 42,534 Accrued interest receivable 20,474 Page 12 of 27 13 Contributions receivable from participating employers Miscellaneous receivables Total assets 1,145,946 1,393,019 2,087,801 7,168,132 Liability-miscellaneous payables 4,839 7,393 52,833 42,534 Net assets available for plan benefits $1,141,107 $1,385,626 $2,034,968 $7,125,598 American States Financial Corporation Employees' Savings and Profit-Sharing Plan Notes to Financial Statements (continued) 4. Investment Options (continued) The detail of the changes in net assets available for plan benefits by investment option is as follows: From July 24, 1996 (inception) to December 31, 1996 Investment Options Total 1 2 3 Additions: Net realized and unrealized appreciation in fair value of investments $ 10,845,601 $ 157,680 $ 8,300,863 $ 181,278 Investment income: Dividends 733,742 15,709 718,033 Interest 1,784,447 Total investment income 2,518,189 15,709 718,033 0 Contributions: Employees 4,558,854 553,334 90,967 Participating employers (net of forfeitures) 6,560,216 3,183,493 3,376,723 Total contributions 11,119,070 3,736,827 3,376,723 90,967 Transfer from the Lincoln National Corporation Employees' Savings and Profit-Sharing Plan 175,764,524 0 76,082,981 4,592,411 Total additions 200,247,384 3,910,216 88,478,600 4,864,656 Page 13 of 27 14 Deductions: Distributions to participants (7,413,827) (19,253) (3,076,080) (222,353) Administration expenses (77,657) (5,725) (70,664) (66) Net transfers 0 1,307,347 (4,163,343) (200,045) Total deductions (7,491,484) 1,282,369 (7,310,087) (422,464) Net increase in net assets available for plan benefits and net assets available for plan benefits at end of the year $192,755,900 $5,192,585 $81,168,513 $4,442,192 From July 24, 1996 (inception) to December 31, 1996 Investment Options 4 5 6 7 Additions: Net realized and unrealized appreciation in fair value of investments $ 1,042,018 $ 243,216 $ 106,959 Investment income: Dividends Interest $ 1,434,520 Total investment income 1,434,520 Contributions: Employees 896,627 558,554 747,821 206,073 Participating employers (net of forfeitures) Total contributions 896,627 558,554 747,821 206,073 Transfer from the Lincoln National Corporation Employees' Savings and Profit-Sharing Plan 47,006,178 11,818,472 11,272,913 4,703,573 Total additions 49,337,325 13,419,044 12,263,950 5,016,605 Deductions: Distributions to participants (2,172,221) (292,897) (399,378) (644,806) Administration expenses (628) (143) (139) (68) Net transfers 737,094 410,246 895,080 72,541 Total deductions (1,435,755) 117,206 495,563 (572,333) Net increase in net assets available for plan benefits and net assets available for plan benefits at end of the year $47,901,570 $13,536,250 $12,759,513 $4,444,272 Page 14 of 27 15 From July 24, 1996 (inception) to December 31, 1996 Investment Options 8 9 10 11 Additions: Net realized and unrealized appreciation in fair value of investments $ 164,632 $ 383,035 $ 102,322 $ 40,306 Investment income: Dividends Interest Total investment income Contributions: Employees 148,979 416,732 279,398 66,865 Participating employers (net of forfeitures) Total contributions 148,979 416,732 279,398 66,865 Transfer from the Lincoln National Corporation Employees' Savings and Profit-Sharing Plan 2,976,419 4,699,957 1,480,296 409,847 Total additions 3,290,030 5,499,724 1,862,016 517,018 Deductions: Distributions to participants (75,968) (117,816) (62,585) (39,294) Administration expenses (47) (71) (30) (7) Net transfers (117,650) 447,084 378,866 42,436 Total deductions (193,665) 329,197 316,251 3,135 Net increase in net assets available for plan benefits and net assets available for plan benefits at end of the year $3,096,365 $5,828,921 $2,178,267 $520,153 From July 24, 1996 (inception) to December 31, 1996 Investment Options 12 13 14 Loans Additions: Net realized and unrealized appreciation in fair value of investments $ 5,908 $ 111,494 $ 5,890 Page 15 of 27 16 Investment income: Dividends Interest $ 349,927 Total investment income 349,927 Contributions: Employees 157,933 199,404 236,167 Participating employers (net of forfeitures) Total contributions 157,933 199,404 236,167 Transfer from the Lincoln National Corporation Employees' Savings and Profit-Sharing Plan 882,793 950,784 1,543,572 7,344,328 Total additions 1,046,634 1,261,682 1,785,629 7,694,255 Deductions: Distributions to participants (32,153) (47,498) (42,800) (168,725) Administration expenses (19) (18) (32) Net transfers 126,645 171,460 292,171 (399,932) Total deductions 94,473 123,944 249,339 (568,657) Net increase in net assets available for plan benefits and net assets available for plan benefits at end of the year $1,141,107 $1,385,626 $2,034,968 $7,125,598 Page 16 of 27 17 American States Financial Corporation Employees' Savings and Profit-Sharing Plan Notes to Financial Statements (continued) 4. Investment Options (continued) Information with respect to investment options is as follows: Option Description of Investment Option 1 ASFC Common Stock Fund, which invests in shares of American States Financial Corporation's common stock. No transfers of participant account balances may be made to this fund if the sum of the value of the fund's common shares, cash, cash equivalents, and other investments exceeds the value of 2,000,000 shares of ASFC common stock. Additionally, no shares shall be purchased if the aggregate number of shares reaches 3,000,000. In this event, employer matching contributions shall be made to an alternative investment option; 2 LNC Common Stock Fund, which invests in shares of Lincoln National Corporation's common stock. Except for a special employer contribution covering the period from January 1, 1996 to June 23, 1996, no new employer or participant contributions may be made to this investment option; 3 Government Bond Fund, which directly or indirectly invests primarily in fixed income securities issued by the United States Government; 4 Guaranteed Fund, which invests primarily in contracts which guarantee a rate of return and principal; 5 Core Equity Fund, which directly or indirectly invests primarily in the common stock of established companies; Page 17 of 27 18 6 Medium Capitalization Equity Fund, which directly or indirectly invests primarily in the stock of new, rapid growth companies; 7 Short-Term Fund, which directly or indirectly invests primarily in notes of government agencies and private corporations; 8 Government/Corporate Bond Fund, which directly or indirectly invests primarily in corporate and U.S. government bonds and mortgage-backed securities; 9 Large Capitalization Equity Fund, which directly or indirectly invests primarily in high-risk common stocks which have the potential for a significant appreciation in value over an 18 to 24 month period; 10 Balanced Fund, which directly or indirectly invests in three different asset classes; stocks, bonds and money market instruments, which provide growth through the stock portion and reduced risk through the bond and money market portion; 11 High Yield Bond Fund, which directly or indirectly invests primarily in below-investment-grade bonds, providing higher rates of return to compensate higher risk; 12 Small Capitalization Equity Fund, which directly or indirectly invests primarily in the stock of new, rapid growth companies; 13 Value Equity Fund, which invests primarily in large capitalization stocks of conservative companies that are industry leaders; 14 International Equity Fund, which directly or indirectly invests primarily in stocks of non-United States companies; At December 31, 1996, the net assets in the ASFC Common Stock Fund and in the LNC Common Stock Fund not subject to participant direction was $3,225,213 and $11,276,609, respectively. Page 18 of 27 19 Investment options 3 through 14 are provided by a group annuity contract issued by Lincoln Life. Interest charged on new loans to participants is established monthly based upon prevailing rates for similar loans. Loans are repaid over 1, 3, 5, 10, 15 or 20 year periods depending on the purpose of the loan or when a participant withdraws from the Plan. 5. Income Tax Status The Plan has applied for but has not received a determination letter from the IRS stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code of 1986 ("Code"). However, the Plan administrator represents that the Plan is qualified and, therefore, is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code and the Employee Retirement Income Security Act of 1974 to maintain its tax-exempt status. The Plan's administrator is not aware of any course of action or series of events that have occurred that might adversely affect the qualification of the Plan. 6. Transactions With Parties-In-Interest At December 31, 1996, the Plan has investments in the common stock of the Company and LNC of $2,145,281 and $78,170,636, respectively, and has investments in segregated investment accounts and unallocated insurance contracts with Lincoln Life of $50,999,168 and $47,685,234, respectively. These investments represent 1.1%, 40.6%, 26.5% and 24.7% of net assets, respectively. The Company, LNC, and Lincoln Life operate predominately in the insurance and financial services industries. The Company and certain affiliates provide certain administrative services at no charge to the Plan. Trustee fees and additional expenses incurred solely for the ASFC Stock Fund and the LNC Stock Fund are charged directly to those funds. Audit fees are charged to earnings of all investment funds based upon the market value of the respective funds applicable to each investment option. These transactions are exempt. 7. Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of net assets available for plan benefits at December 31 per the financial statements to Form 5500: Page 19 of 27 20 Net assets available for plan 1996 benefits per the financial statements $192,755,900 Less amounts allocated to withdrawing participants 1,112,642 Net assets available for plan benefits per Form 5500 $191,643,258 The following is a reconciliation of distributions to participants per the financial statements to Form 5500: 1996 Distributions to participants per the financial statements $7,413,827 Plus amounts allocated to withdrawing participants at end of the year 1,112,642 Distributions to participants per Form 5500 $8,526,469 Amounts allocated to withdrawing participants are recorded on Form 5500 for distributions that have been processed and approved for payment prior to year end but have not yet been paid. Page 20 of 27 21 Schedules Page 21 of 27 22 Item 27a American States Financial Corporation Employees' Savings and Profit-Sharing Plan Schedule of Assets Held for Investment Purposes December 31, 1996 (c) Description of Investment (b) Including Maturity (e) Identity of Issue, Borrower, Date, Rate of Interest, (d) Current Lessor or Similar Party Par or Maturity Value Cost Value Common stock: American States Financial Corporation* 80,976 shares $ 1,991,427 $ 2,145,281 Lincoln National Corporation* 1,488,965 shares 57,795,298 78,170,636 Total common stock 59,786,725 80,315,917 Segregated investment accounts-The Lincoln National Life Insurance Company Separate Accounts*: Government Bond Fund 2,934,087.954 participation units 3,317,560 4,416,929 Core Equity Fund 1,623,644.967 participation units 8,025,932 13,447,213 Medium Capitalization Equity Fund 1,404,387.133 participation units 8,123,730 12,730,427 Short-Term Fund 485,933.594 participation units 3,647,447 4,296,690 Government/Corporate Bond Fund 626,622.908 participation units 2,436,504 3,073,932 Large Capitalization Equity Fund 1,011,368.284 participation units 4,199,125 5,810,846 Balanced Fund 491,719.077 participation units 1,942,199 2,167,717 High Yield Bond Fund 248,978.086 participation units 458,160 518,773 Small Capitalization Equity Fund 349,967.039 participation units 1,065,260 1,138,608 Page 22 of 27 23 Value Equity Fund 863,240.778 participation units 1,168,189 1,374,404 International Equity Fund 403,544.532 participation units 1,861,404 2,023,629 Total segregated investment accounts 36,245,510 50,999,168 Unallocated insurance contracts-- The Lincoln National Life Insurance Company* $47,685,234 par value 33,648,026 47,685,234 Participant loans Various loans at interest rates varying from 6.5% to 12% due from 1997 to 2016. 7,105,124 7,105,124 $136,785,385 $186,105,443 * Indicates party-in-interest to the Plan. Item 27d American States Financial Corporation Employees' Savings and Profit-Sharing Plan Schedule of Reportable Transactions Period from July 24, 1996 (inception) to December 31, 1996 (h) Current Value (i) (a) (c) (d) (g) of Assets on Net Identity of (b) Purchase Selling Cost of Transaction Gain Party Involved Description of Assets Price Price Assets Date (Loss) Category (i)-Single transaction in excess of 5 percent of plan assets. Lincoln National Unallocated insurance contracts Life Insurance Company Transfer (1) $ 0 $ 0 $47,006,178 $47,006,178 $ 0 Lincoln National Core Equity Fund Life Insurance Company Transfer (1) 0 0 11,818,472 11,818,472 0 Lincoln National Medium Capitalization Equity Fund Life Insurance Company Transfer (1) 0 0 11,272,913 11,272,913 0 Page 23 of 27 24 Category (iii)-Series of transactions in excess of 5 percent of plan assets. Norwest Bank Lincoln National Corporation shares of common stock: Purchases 9,357,891 0 9,357,891 9,357,891 0 Sales 0 15,571,099 12,461,640 15,571,099 3,109,459 Transfer (1) 0 0 76,082,981 76,082,981 0 Notes: Columns (e) and (f), and categories (ii) and (iv) are not applicable. The threshold for determining reportable transactions has been based on beginning of period net assets after the transfer from the Lincoln National Corporation Employees' Savings and Profit-Sharing Plan. (1) Amount relates to the transfer of assets from the Lincoln National Corporation Employees' Savings and Profit-Sharing Plan. Page 24 of 27 25 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. American States Financial Corporation Employees' Savings and Profit-Sharing Plan (Name of Plan) Dated June 30, 1997 /s/ Lynda D. Van Kirk ------------------------------------------- (Signature) Name: Lynda D. Van Kirk Title: Vice President, American States Financial Corporation Page 25 of 27 26 INDEX TO EXHIBIT Exhibit No. Description of Exhibit Page - ----------- ---------------------- ---- 23 Consent of Independent Auditors 27 Page 26 of 27