-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PLxuBVo2Jtvs4jjP2M1GrUNJLNKMclU4jE+keB5JrAUGuRgzVC3czKvYWCC1ad0m i/pKfQ5B/4Ct0+7kGx1H/g== 0000059558-97-000070.txt : 19970825 0000059558-97-000070.hdr.sgml : 19970825 ACCESSION NUMBER: 0000059558-97-000070 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970822 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN STATES FINANCIAL CORP CENTRAL INDEX KEY: 0001010787 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 351976549 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46045 FILM NUMBER: 97668453 BUSINESS ADDRESS: STREET 1: C/O BARNES & THORNBURG STREET 2: 11 SOUTH MERIDIAN ST STE 1313 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3172626262 MAIL ADDRESS: STREET 1: 500 N MERIDIAN ST CITY: INDIANAPOLIS STATE: IN ZIP: 46204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LINCOLN NATIONAL CORP CENTRAL INDEX KEY: 0000059558 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 351140070 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 E BERRY ST STREET 2: PO BOX 1110 CITY: FORT WAYNE STATE: IN ZIP: 46802 BUSINESS PHONE: 2194552000 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* AMERICAN STATES FINANCIAL CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 029861-10-1 (CUSIP Number) John L.Steinkamp, Associate General Counsel Lincoln National Corporation 200 East Berry Street, Fort Wayne, Indiana 46802 Phone: 219/455-3628 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 21, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report this acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act ) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1. Name of Reporting Person; S.S. or I.R.S. Identification No. of Reporting Person: Lincoln National Corporation 35-1140070 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ X ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: Indiana Aggregate Amount of Shares Beneficially Owned by Reporting Person with: 7. Sole Voting Power: 50,000,000 (Represents the aggregate number of shares beneficially owned by the Reporting Persons filing this Schedule 13D -- see Attachment A; see also Item 5) 8. Shared Voting Power: 0 9. Sole Dispositive Power: 50,000,000 (Represents the aggregate number of shares beneficially owned by the Reporting Persons filing this Schedule 13D -- see Attachment A; see also Item 5) 10. Shared Dispositive Power: 0 11.Aggregate Amount Beneficially Owned by Reporting Person: 50,000,000 (Represents the aggregate number of shares beneficially owned by the Reporting Persons filing this Schedule 13D -- see Attachment A; see also Item 5) 12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13.Percent of Class Represented by Amount in Row (11): 83.3% 14.Type of Reporting Person (See instructions) HC, CO 1. Name of Reporting Person; S.S. or I.R.S. Identification No. of Reporting Person: The Lincoln National Life Insurance Company 35-0472300 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ X ] (b) [ ] 3.SEC Use Only 4.Source of Funds (See instructions) 00 (Capital contribution from Lincoln National Corporation (parent) in exchange for additional shares of The Lincoln National Life Inusrance Company [although no additional shares of The Lincoln National Life Insurance Company will be issued]) 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: Indiana Aggregate Amount of Shares Beneficially Owned by Reporting Person with: 7. Sole Voting Power: 50,000,000 (Represents the aggregate number of shares beneficially owned by the Reporting Persons filing this Schedule 13D -- see Attachment A; see also Item 5) 8. Shared Voting Power: 0 9. Sole Dispositive Power: 50,000,000 (Represents the aggregate number of shares beneficially owned by the Reporting Persons filing this Schedule 13D -- see Attachment A; see also Item 5) 10.Shared Dispositive Power: 0 11.Aggregate Amount Beneficially Owned by Reporting Person: 50,000,000 (Represents the aggregate number of shares beneficially owned by the Reporting Persons filing this Schedule 13D -- see Attachment A; see also Item 5) 12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13.Percent of Class Represented by Amount in Row (11): 83.3% 14.Type of Reporting Person (See instructions) IC, CO 1. Name of Reporting Person; S.S. or I.R.S. Identification No. of Reporting Person: Lincoln Funds Corporation 52-2045610 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ X ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) 00 (Capital contribution from Lincoln National Corporation (parent) to subscribe for all of the issued and outstanding shares of Lincoln Funds Corporation common stock.) 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: Delaware Aggregate Amount of Shares Beneficially Owned by Reporting Person with: 7. Sole Voting Power: 50,000,000 (Represents the aggregate number of shares beneficially owned by the Reporting Persons filing this Schedule 13D -- see Attachment A; see also Item 5) 8. Shared Voting Power: 0 9. Sole Dispositive Power: 50,000,000 (Represents the aggregate number of shares beneficially owned by the Reporting Persons filing this Schedule 13D -- see Attachment A; see also Item 5) 10.Shared Dispositive Power: 0 11.Aggregate Amount Beneficially Owned by Reporting Person: 50,000,000 (Represents the aggregate number of shares beneficially owned by the Reporting Persons filing this Schedule 13D -- see Attachment A; see also Item 5) 12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13.Percent of Class Represented by Amount in Row (11): 83.3% 14.Type of Reporting Person (See instructions) CO ATTACHMENT A The Lincoln National Life Insurance Company ( LNLIC ) has acquired 25,000,000 shares of American States Financial Corporation ("ASFC") Common Stock and Lincoln Funds Corporation ( LFC ) has acquired 7,500,000 shares of ASFC Common Stock from Lincoln National Corporation ( LNC ). Prior to such acquisition, LNC directly owned 50,000,000 shares of ASFC Common Stock; thus, after such acquisition, LNC continues to own directly 17,500,000 shares of ASFC Common Stock. LNLIC and LFC are direct wholly-owned subsidiaries of LNC. AMENDMENT NO. 3 TO STATEMENT PURSUANT TO RULE 13d-1 AND RULE 13d-2 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934 Item 2. Identity and Background. Item 2 is amended to read in its entirety as follows: This statement is being filed by Lincoln National Corporation, an Indiana corporation ( LNC ), and two of LNC s direct wholly-owned subsidiaries, The Lincoln National Life Insurance Company, an Indiana corporation ( LNLIC ) which has its principal office and business address at 1300 South Clinton Street, Fort Wayne, Indiana 46802-3506, and Lincoln Funds Corporation, a Delaware corporation ( LFC )which has its principal office and business address at 1403 Foulk Road, Suite 102, Foulkstone Plaza, Wilmington, Delaware 19803. LNC has its principal office and business address at 200 East Berry Street, Fort Wayne, Indiana 46802-2706. LNC is a holding company whose operating subsidiaries are primarily engaged in the insurance and financial services businesses. Each executive officer and director of LNC, LNLIC and LFC is a citizen of the United States. The name, business address and present principal occupation of each such executive officer and director are set forth in Annex I to this statement, which is incorporated herein by reference. None of LNC, LNLIC and LFC nor, to the best of their knowledge, any director or executive officer of LNC, LNLIC or LFC has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding such party was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is amended and supplemented by adding to the information previously filed under this item the following: LNC gave, in the form of capital contributions, 7,500,000 shares of ASFC Common Stock for all of the issued and outstanding shares of LFC common stock, and 25,000,000 shares of ASFC Common Stock to LNLIC in exchange for additional shares of LNLIC common stock (although no additional shares of LNLIC will be issued). Item 4. Purpose of Transaction. Item 4 is amended and supplemented by adding to the information previously filed under this item the following: Prior to the acquisition of the ASFC Common Stock, SAFECO Corporation ( Buyer ), LNC, LNLIC, LFC and American States Financial Corporation (the Issuer ) entered into Amendment No. 1 to the Voting Agreement dated as of July 22, 1997, which adds LNLIC and LFC as parties to the Voting, Support and Indemnification Agreement dated June 6, 1997. Accordingly, each of LNLIC and LFC (together with LNC) has agreed, among other things, (i) to vote all ASFC Common Stock held by it in favor of (x) the merger of ASFC Acquisition Co., a wholly owned subsidiary of Buyer ( Buyer Sub ), with and into the Issuer (the Merger ), (y) the Agreement and Plan of Merger dated as of June 6, 1997, by and among the Issuer, Buyer and Buyer Sub, and (z) the transactions contemplated thereby, and (ii) to grant Buyer an irrevocable proxy in all ASFC Common Stock held by it for purposes of a vote at a meeting of the holders of ASFC Common Stock held to consider the Merger. Item 5. Interest in Securities of the Issuer. Item 5 is amended and supplemented by adding to the information previously filed under this item the following: On August 14, 1997, LNLIC acquired 25,000,000 shares of ASFC Common Stock from LNC in exchange for additional shares of LNLIC stock. On August 14, 1997, LFC acquired 7,500,000 shares of ASFC Common Stock from LNC for all of the issued and outstanding shares of LFC. The following executive officers and directors of LNC, LNLIC and LFC beneficially own the number of shares of ASFC Common Stock set forth opposite their respective names: LNC, LNLIC and LFC Executive Number of Shares of ASFC Officers and Directors; Common Stock Beneficially owned as of August 21, 1997: Nancy J. Alford 0 Robert A. Anker 1,000 Roland C. Baker 0 J. Patrick Barrett 0 Thomas D. Bell, Jr. 0 Jon A. Boscia 0 George M. Chamberlain, Jr. 0 George E. Davis 0 David K. Downes 0 June E. Drewry 0 C. Lawrence Edris 0 Daniel R. Efroymson 0 Melanie T. Hall 0 Joseph H. Hastings 0 J. Michael Hemp 0 Philip L. Holstein 0 Jack D. Hunter 0 Harry L. Kavetas 10,000 Barbara S. Kowalczyk 0 M. Leanne Lachman 0 Stephen H. Lewis 0 H. Thomas McMeekin 0 Earl L. Neal 0 Jeffrey J. Nick 0 Roel Pieper 0 John M. Pietruski 0 Richard S. Robertson 0 Ian M. Rolland 0 Arthur S. Ross 0 Lawrence T. Rowland 0 Keith J. Ryan 0 Jill S. Ruckelshaus 0 Gabriel L. Shaheen 800* Donald L. VanWyngarden 0 Richard C. Vaughan 0 Gordon A. Walker 0 Michael R. Walker 300 Roy Washington 0 Gilbert R. Whitaker, Jr. 0 Michael L. Wright 0 *Number of shares confirmed as of March, 1997 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 is amended and supplemented by adding to the information previously filed under this item the following: As described in Item 4 above, LNLIC and LFC have been added as parties to the Voting Agreement. Their obligation to vote in favor of the Merger is subject to the receipt of any required state insurance department approvals. A copy of Amendment No. 1 to the Voting Agreement is included as Exhibit VII and is incorporated herein by reference. Item 7. Material to be Filed as Exhibits. Item 7 is amended and supplemented by adding to the information previously filed under this item the following: Exhibit VII Amendment No. 1 to Voting Agreement Exhibit VIII Joint Filing Agreement Annex I DIRECTORS AND EXECUTIVE OFFICERS Set forth below are the names of each director and executive officer of LNC, LNLIC and LFC and the position each such director and executive officer holds with such company or, where appropriate, with a subsidiary of such company. Unless otherwise noted below: (i) the principal occupation of each such director and executive officer is his or her position with LNC, LNLIC or LFC; (ii) the business address of each LNC director or executive officer is 200 East Berry Street, Fort Wayne, Indiana 46802; and (iii) the business address of each LNLIC director or executive officer is 1300 South Clinton Street, Fort Wayne, Indiana 46802. Position with Principal Occupation Name LNC and/or Business Address George E. Davis Senior Vice President June E. Drewry Senior Vice President Jack D. Hunter Executive Vice President and General Counsel Barbara S.Kowalczyk Senior Vice President H. Thomas McMeekin Executive Vice President and Chief Investment Officer Richard S.Robertson Executive Vice President Ian M. Rolland Chairman and Director Chief Executive Officer and President Donald L. VanWyngarden Second Vice President and Controller Richard C. Vaughan Executive Vice President and Chief Financial Officer J. Patrick Barrett Director, Chairman and Chief Executive Officer CARPAT Investments 4605 Watergap Manlius, NY 13104 Thomas D. Bell, Jr. Director President and Chief Executive Officer Burson-Marsteller 230 Park Avenue South New York, NY 10003 Daniel R. Efroymson Director President, Treasurer and Director Real Silk Investments,Inc. 445 N.Pennsylvania Street Suite 500 Indianapolis, IN 46204 Harry L. Kavetas Director Chief Financial Officer and Executive Vice President Eastman Kodak Company 343 State Street Rochester, NY 14650 M. Leanne Lachmman Director Managing Director Schroder Real Estate Associates 437 Madison Avenue 18th Floor New York, NY 10022 Earl L. Neal Director Attorney at Law Earl L.Neal & Associates 111 West Washington Street Suite 1700 Chicago, IL 60602 Roel Pieper Director President, Chief Executive Officer and Director Tandem Computers, Inc. 10435 North Tantau Avenue MS 200-01 Cupertino, CA 95014 John M. Pietruski Director Chairman Texas Biotechnology Corp. One Penn Plaza Suite 3408 New York, NY 10119 Jill S. Ruckelshaus Director Director Seattle First Bank Corp. 1015 Evergreen Point Road Medina, WA 98039 Gordon A. Walker Director Chariman and Chief Executive Officer Hollinee, Inc. 25 Skippack Pike Ambler, PA 19002 Gilbert R. Whitaker, Jr. Director Dean and Professor of Business Economics Jone Graduate School of Administration M531 Rice University 6100 South Main Street Houston, TX 77005 Robert A. Anker (officer of affiliate) Chairman and Chief Executive Officer American States Financial Corporation 500 North Meridian Street Indianapolis, IN 46204 Jon A. Boscia (officer of affiliate) Director, Chief Executive Officer and President The Lincoln National Life Insurance Company 1300 South Clinton Street Fort Wayne, IN 46802 Jeffrey J. Nick (officer of affiliate) Chief Executive Officer and President Lincoln National Investment Companies, Inc. 200 East Berry Street Fort Wayne, In 46802 Lawrence T. Rowland (officer of affiliate) President and Chief Executive Officer Lincoln National Reassurance Company One Reinsurance Place 1700 Magnavox Way Fort Wayne, IN 46804 Gabriel L. Shaheen (officer of affiliate) Managing Director Lincoln National (UK) plc The Quays 101-105 Oxford Road Uxbridge Middlesex UB8 1LZ U.K. Position with Principal Occupation Name LNLIC and/or Business Address Nancy J. Alford Vice President Roland C. Baker (officer of affiliate) Director and President First Penn-Pacific Life Insurance Company 1300 South Clinton Street Fort Wayne, IN 46802 Jon A. Boscia Director, Chief Executive Officer and President C. Lawrence Edris Vice President Melanie T. Hall Vice President J. Michael Hemp Senior Vice President Philip L. Holstein (officer of affiliate)Director, President and Treasurer Lincoln Life & Annuity Company of New York 120 Madison Street, MONY Tower II, Suite 1700 Syracuse, NY 13202-2802 Jack D. Hunter Director, Executive (see above) Vice President and General Counsel Stephen H. Lewis Senior Vice President H. Thomas McMeekin Director (see above) Ian M. Rolland Director (see above) Arthur S. Ross Vice President Lawrence T. Rowland Director and (see above) Executive Vice President Keith J. Ryan Vice President, Chief Financial Officer and Assistant Treasurer Richard C. Vaughan Director (see above) Michael R. Walker Vice President Roy V. Washington Vice President Michael L. Wright Senior Vice President Position with Principal Occupation Name LFC and/or Business Address Barbara S. Kowalczyk Director (see above) Ian M. Rolland Director (see above) Richard C. Vaughan Director (see above) Jeffrey J. Nick President (see above) David K. Downes Vice President Executive Vice President, Chief Operating Officer and Chief Financial Officer Delaware Management Holdings, Inc. One Commerce Square 2005 Market Street Philadelphia, PA 19103 George M. Chamberlain,Jr. Secretary Senior Vice President, Secretary and General Counsel Delaware Management Holdings, Inc. One Commerce Square 2005 Market Street Philadelphia, PA 19103 Joseph H. Hastings Treasurer Senior Vice President, Corporate Controller and Treasurer Delaware Management Holdings, Inc. One Commerce Square 2005 Market Street Philadelphia, PA 19103 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. LINCOLN NATIONAL CORPORATION August 21, 1997 By: /S/RICHARD VAUGHAN Date Name: Richard C. Vaughan Title: Executive Vice President and Chief Financial Officer THE LINCOLN NATIONAL LIFE INSURANCE COMPANY August 21, 1997 By: /S/JON A. BOSCIA Date Name: Jon A. Boscia Title: Chief Executive Officer and President LINCOLN FUNDS CORPORATION August 21, 1997 By: /S/JEFFREY J. NICK Date Name: Jeffrey J. Nick Title:President Exhibit VII AMENDMENT NO. 1 TO VOTING AGREEMENT THIS AMENDMENT NO. 1 (this Amendment ) to the Voting Agreement (as defined below) is made and entered into as of July 22, 1997, by and among SAFECO Corporation, a Washington corporation ( SAFECO ), Lincoln National Corporation, an Indiana corporation ( LNC ), The Lincoln National Life Insurance Company, an Indiana corporation ( LNLIC ),Lincoln Funds Corporation, a Delaware corporation ( LFC ), and American States Financial Corporation, an Indiana corporation ( ASFC ). WHEREAS, SAFECO and LNC are parties to, and ASFC has agreed to and acknowledged Sections 3 and 6 of, that certain Voting, Support and Indemnification Agreement dated June 6, 1997 (the Voting Agreement ); WHEREAS, LNC desires to transfer certain shares of Common Stock (as defined in the Voting Agreement) to each of LNLIC and LFC; and WHEREAS, Section 3(e) of the Voting Agreement provides that, prior to such transfer, LNLIC and LFC shall become parties to the Voting Agreement; NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto do hereby agree, effective for all purposes as of the date first above written, as follows: 1. The Voting Agreement is hereby amended to add each of LNLIC and LFC as a party thereto. 2. Each of LNLIC and LFC shall be, and hereby is, bound by the terms of the Voting Agreement. 3. The Voting Agreement is hereby ratified and confirmed in all other respects, and the Voting Agreement, as amended by this Amendment, shall continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. SAFECO CORPORATION By: /S/ROD A. PIERSON Name: Rod A. Pierson Title: Senior Vice President and Chief Financial Officer LINCOLN NATIONAL CORPORATION By: /S/BARBARA S. KOWALCZYK Name: Barbara S. Kowalczyk Title:Senior Vice President THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: /S/JON A. BOSCIA Name: Jon A. Boscia Title:President and Chief Executive Officer LINCOLN FUNDS CORPORATION By:/S/JEFFREY J. NICK Name: Jeffrey J. Nick Title:President AMERICAN STATES FINANCIAL CORPORATION By:/S/WILLIAM J. LAWSON Name: Wlliam J. Lawson Title:President and Chief Operating Officer Exhibit VIII JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of American States Financial Corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing. It is understood that in connection with such Statement and all amendments thereto each such party shall be responsible only for information supplied by such party. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 21st day of August, 1997. LINCOLN NATIONAL CORPORATION By:/S/RICHARD C. VAUGHAN Name: Richard C. Vaughan Title: Executive Vice President and Chief Financial Officer THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By:/S/JON A. BOSCIA Name: Jon A. Boscia Title: President and Chief Executive Officer LINCOLN FUNDS CORPORATION By:/S/JEFFREY J. NICK Name: Jeffrey J. Nick Title: President -----END PRIVACY-ENHANCED MESSAGE-----