-----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, QEUs42GSra3xqoSNwbxrXmSyZYs+3Cw8+fphUU1nwu4851hQVh0Lo+19c8YpdDDE HEFE6e12qEvS4qKYCDXtNg== 0000893838-96-000005.txt : 19960125 0000893838-96-000005.hdr.sgml : 19960125 ACCESSION NUMBER: 0000893838-96-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960124 SROS: NYSE SUBJECT COMPANY: 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-08253 FILM NUMBER: 96506638 BUSINESS ADDRESS: STREET 1: 200 EAST BERRY STREET STREET 2: PO BOX 1110 CITY: FORT WAYNE STATE: IN ZIP: 46802 BUSINESS PHONE: 2194552000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAI ICHI MUTUAL LIFE INSURANCE CO CENTRAL INDEX KEY: 0000948518 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 13-1 YURAKUCHO 1 - CHOME CITY: CHIYODA KU JAPAN SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Lincoln National Corporation (Name of Issuer) Common Stock, without par value (Title of Class of Securities) 534187 10 9 (CUSIP Number) The Dai-ichi Mutual Life Insurance Company 13-1, Yurakucho 1-chome Chiyoda-ku, Tokyo 100 011-813-5221-4340 Attn: General Manager, International (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 19, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the 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 |_| Check the following box if a fee is being paid with the statement |_|. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. 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 ("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). SCHEDULE 13D CUSIP No. 534187 10 9 Page 2 of 10 Pages ---------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Dai-ichi Mutual Life Insurance Company 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Japan NUMBER OF 7 SOLE VOTING POWER SHARES 7,811,468 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- EACH 9 SOLE DISPOSITIVE POWER REPORTING 7,811,468 PERSON 10 SHARED DISPOSITIVE POWER WITH -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,811,468 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% 14 TYPE OF REPORTING PERSON* IC, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP NO. 534187 10 9 13D Page 3 of 10 Pages Preamble The Schedule 13D, dated July 6, 1990, as amended June 4, 1991, filed by The Dai-ichi Mutual Life Insurance Company, a Japanese mutual life insurance company ("Dai-ichi") with respect to the common stock without par value (the "Common Stock") of Lincoln National Corporation an Indiana corporation (the "Company") is hereby amended as set forth below. Item 1. Security and Issuer. Item 1 is amended to read in its entirety as follows: This statement on Schedule 13D relates to the Common Stock, of the Company into which the shares of 5-1/2% Cumulative Convertible Exchangeable Preferred Stock, Series E, without par value (the "Series E Preferred Stock") and the shares of 5-1/2% Cumulative Convertible Exchangeable Preferred Stock, Series F, without par value (the "Series F Preferred Stock"), of the Company owned by Dai-ichi were converted on June 30, 1995. The principal executive offices of the Company are located at 200 East Berry Street, Fort Wayne, Indiana 46801-7845. Item 2 Identity and Background Item 2 is amended to read in its entirety as follows: (a); (b) This statement is filed by The Dai-ichi Mutual Life Insurance Company, a Japanese mutual life insurance company. Dai-ichi's principal business is insurance and the address of its principal business and its principal office is 13-1, Yurakucho 1-chome, Chiyoda-ku, Tokyo 100. DIRECTORS AND EXECUTIVE OFFICERS OF DAI-ICHI NAME TITLE BUSINESS ADDRESS Shin-ichi Nishio Chairman of the Board Y Takahide Sakurai President Y Hirokazu Murakami Deputy President Y Ryozo Ohsaki Deputy President Y Takashi Yamaguchi Deputy President Y Toshio Tsutsui Senior Managing Director O Hisamoto Nagai Senior Managing Director Y Yukio Ono Senior Managing Director Y Susumu Ensaka Senior Managing Director Y Yoshiyuki Kawakami Managing Director OS Kaneharu Kifune Managing Director YA CUSIP No. 534187 10 9 13D Page 4 of 10 Pages NAME TITLE BUSINESS ADDRESS Masami Tabei Managing Director Y Masao Tsuji Managing Director N Tsuyoshi Shinohara Managing Director Y Tomijiro Morita Managing Director Y Seizo Yamanoi Managing Director G Ryozo Nishigaki Managing Director KA Susumu Tsuchikawa Managing Director Y Susumu Tokunaga Managing Director Y Masao Miyamoto Managing Director Y Takeshi Morinaga Director O Gaishi Hiraiwa Director T Jyoichi Aoi Director TS Akira Yashiro Director G Hiroshi Kadokura Director Y Shigeru Muranaka Director O Teruhiko Horikoshi Director G Makoto Koshino Director Y Rikio Nagahama Director Y Katsutoshi Saito Director Y Tetsujiro Hayashi Director Y Kunihiro Kawashima Director Y Addresses: Y: 13-1 Yurakucho, 1-chome, Chiyoda-ku, Tokyo 100, JAPAN G: 2-1 Ginza 5-chome, Chuo-ku, Tokyo 104, JAPAN O: 300 Yamada Oi-machi, Ashigarakami-gun Kanagawa 258, JAPAN T: 1-3 Uchisaiwai-cho 1-chome, Chiyoda-ku, Tokyo 100, JAPAN OS: 8-17 Umeda 1-chome,Kita-ku,Osaka 530, JAPAN YA: 8-7 Yaesu 2-chome, Chuo-ku, Tokyo 104, JAPAN KO: 1-1 Marunouchi 3-chome, Chiyoda-ku, Tokyo 100, JAPAN N: 4-6 Nishiki 3-chome, Naka-ku, Nagoya 460, JAPAN KA: 1 Sakaemachi 5-chome, Kanagawa-ku, Yokohama 221, JAPAN TS: 1-1 Shibaura 1-chome, Minato-ku, Tokyo 105-01, JAPAN (c) With the exception of Mr. Hiraiwa and Mr. Aoi, all of the directors and executive officers of Dai-ichi listed in response to Item 2(a) are principally employed by Dai-ichi and are engaged in the management of Dai-ichi at the respective addresses listed in response to Item 2(b). Mr. Hiraiwa's principal employment is as Advisor to Tokyo Electric Power Company Incorporated at the address set forth in response to Item 2(b). Mr. Aoi's principal employment is as Chairman of the Board of Toshiba Corporation at the address set forth in response to Item 2(b). CUSIP No. 534187 10 9 13D Page 5 of 10 Pages (d); (e) During the last five years, neither Dai-ichi nor, to the best of Dai-ichi's knowledge, any of the directors or executive officers of Dai-ichi has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person 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. (f) Dai-ichi is organized under the laws of Japan and each of the directors and executive officers of Dai-ichi is a Japanese citizen. Item 3. Source and Amount of Funds or Other Consideration Item 3 is amended to read in its entirety as follows: Dai-ichi acquired 8,835,794 shares of Common Stock by converting, on a two-to-one basis, its 2,201,443 shares of the Series E Preferred Stock and its 2,216,454 shares of the Series F Preferred Stock into shares of Common Stock on June 30, 1995. No additional consideration was provided. Dai-ichi acquired its shares of Series E Preferred Stock and Series F Preferred Stock through private sales in 1990 and 1991, respectively. Item 4. Purpose of Transaction Item 4 is amended to read in its entirety as follows: The purpose of the acquisition of the Series E Preferred Stock and Series F Preferred Stock, both of which have been converted into Common Stock, was to provide Dai-ichi with an investment in the Company with a stable return as well as to strengthen the established working relationship between Dai-ichi and the Company through a joint marketing agreement and personnel exchanges. (a) Dai-ichi expects that it will, from time to time, review its investment position in the Company and may, depending on market and other conditions, increase or decrease such investment position. Dai-ichi currently expects to sell, subject to market conditions, approximately one million additional shares of the Company. According to the Investment Agreement between Dai-ichi and the Company, Dai-ichi may sell in open market transactions approximately 500,000 shares (one half of one percent) of Common Stock in any three month period. (b) None. (c) None. (d) Pursuant to Section 5.11 of the Investment Agreement, dated June 25, 1990 (the "Investment Agreement"), between Dai-ichi CUSIP NO. 534187 10 9 13D Page 6 of 10 Pages and the Company, Dai-ichi may request that a person designated by it be elected to the Company's Board of Directors. The Company has agreed to use its best efforts following such a request to name a person designated by Dai-ichi for election to the Company's Board of Directors as soon as reasonably practicable after the request. The designee, if any, of Dai-ichi shall have an initial term on the Company's Board of Directors of at least two years. Thereafter, the Company shall at all times nominate one person designated by Dai-ichi for election to the Company's Board of Directors and shall vote all shares for which the Company's management or directors hold proxies in favor of the election of such designee. At this time, Dai-ichi has not requested that a person designated by it be elected to the Company's Board of Directors, but reserves the right to do so in the future. (e) All of the outstanding shares of Series E Preferred Stock and Series F Preferred Stock have been converted to Common Stock. Prior to the conversion, the shares of Series E preferred Stock and Series F Preferred Stock were entitled to receive, when and as declared by the Company's Board of Directors out of assets of the Company legally available therefore, cumulative cash dividends at the annual rate of 5-1/2% of the purchase price of the Series E Preferred Stock and Series F Preferred Stock. (f) None. (g) None. (h) Not Applicable. (i) Not Applicable. (j) None. Item 5. Interest in Securities of the Issuer. Item 5 is amended to read in its entirety as follows: (a) Dai-ichi beneficially owns 7,811,468 shares of Common Stock, which, based on the number of shares of Common Stock that the Issuer advised Dai-ichi were outstanding on January 18, 1996, represents 7.5% of the Common Stock of the Company. To the best of Dai-ichi's knowledge, none of the directors or executive officers of Dai-ichi named in Item 2 beneficially owns any Stock of any class of the Company. CUSIP NO. 534187 10 9 13D Page 7 of 10 Pages (b) Dai-ichi has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of all 7,811,468 shares of the Common Stock that it owns. (c) Dai-Ichi effected the following transactions during the sixty days preceding the date hereof. None of the persons or entities named in Item 2 above effected any other transactions in the Common Stock during the sixty days preceding the date hereof. Transaction Date Security No. Price/Share Market - ----------- ---- -------- --- ----------- ------ Sale 11/27/95 Common 10,000 46.656 NYSE Sale 11/28/95 Common 10,000 46.625 NYSE Sale 11/30/95 Common 10,000 46.863 NYSE Sale 12/1/95 Common 10,000 46.67 NYSE Sale 12/4/95 Common 10,000 47.793 NYSE Sale 12/5/95 Common 20,000 48.862 NYSE Sale 12/6/95 Common 20,000 49.646 NYSE Sale 12/7/95 Common 20,000 49.826 NYSE Sale 12/8/95 Common 10,000 49.271 NYSE Sale 12/11/95 Common 10,000 49.993 NYSE Sale 12/12/95 Common 10,000 50.185 NYSE Sale 12/13/95 Common 10,000 50.244 NYSE Sale 12/14/95 Common 10,000 51.405 NYSE Sale 12/15/95 Common 10,000 51.851 NYSE Sale 12/18/95 Common 20,000 52.105 NYSE Sale 12/19/95 Common 5,000 51.475 NYSE Sale 12/20/95 Common 10,000 52.439 NYSE Sale 12/26/95 Common 5,000 53.163 NYSE CUSIP NO. 534187 10 9 13D Page 8 of 10 Pages Sale 12/27/95 Common 5,000 52.518 NYSE Sale 12/28/95 Common 5,000 52.875 NYSE Sale 1/3/96 Common 10,000 54.95 NYSE Sale 1/4/96 Common 10,000 53.515 NYSE Sale 1/5/96 Common 10,000 52.334 NYSE Sale 1/9/96 Common 10,000 51.733 NYSE Sale 1/15/96 Common 15,000 51.611 NYSE Sale 1/16/96 Common 15,000 51.395 NYSE Sale 1/17/96 Common 10,000 52.038 NYSE Sale 1/18/96 Common 10,000 52.153 NYSE Sale 1/19/96 Common 15,000 51.976 NYSE (d) Not Applicable. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 is amended to read in its entirety as follows: The following is a summary of certain agreements. The Investment Agreement and the Business Association Agreement, dated as of July 6, 1990 (the "Business Association Agreement"), between Dai-ichi and the Company established contractual relationships and understandings. Section 5.7 of the Investment Agreement provides that for 25 years from July 6, 1990, Dai-ichi will only transfer shares pursuant to the provisions of the Investment Agreement which includes procedures for underwritten sales, private sales and broker transactions and gives the Company a right of first offer. During the same 25 year period, Section 5.8 of the Investment Agreement limits Dai-ichi's acquisition of voting securities to not more than 9.8% of the outstanding voting power of the Company and Dai-ichi has agreed in Section 5.9 of the Investment Agreement to limitations on its seeking to exercise control without the prior approval of a majority of the continuing directors of the Company's Board. These limitations include (a) not proposing mergers or business combinations with the Company, (b) not soliciting proxies, (c) not forming or becoming a member of a "group" (as defined in Rule 13d-5(b)(1) of the Securities Exchange Act, as amended), and (d) not acting alone or in concert with others to seek to exercise any control or to influence the exercise of control over management of the Company. The Investment Agreement also provides that upon a change of control of the Company and upon completion of certain tender offers, the Company will make certain payments to Dai-ichi. CUSIP NO. 534187 10 9 13D Page 9 of 10 Pages The Investment Agreement also imposes voting restrictions and obligations on Dai-ichi for 25 years from July 6, 1990. For example, Dai-ichi has agreed, subject to certain exceptions, to vote with respect to (a) election of directors, (b) amendments to the Company's Articles of Incorporation or By-laws, (c) shareholder proposals, (d) mergers, acquisitions, consolidations, sales, dispositions or purchases of material amounts of assets, recapitalizations or other transactions approved by a majority of the continuing directors of the Company, and (e) any transaction opposed by a majority of the continuing directors in response to a hostile proposal, in accordance with the recommendations of a majority of the continuing directors. The Business Association Agreement provides the framework for mutual cooperation between the parties. Pursuant to the Business Association Agreement, a number of actions will be taken including, but not limited to the following: (a) Dai-ichi will use its best efforts to cede certain reinsurance business to the Company and its affiliates; (b) Dai-ichi will, subject to approval from the Japanese Ministry of Finance, place funds under management with investment management affiliates of the Company; (c) the Company will place funds under management with an investment management subsidiary of Dai-ichi; (d) Dai-ichi will direct business towards the health insurance and pension products offered by the Company; (e) Dai-ichi and the Company will have a personnel exchange; and (f) the parties will establish a joint steering committee to coordinate their cooperative efforts. Item 7. Material to be filed as Exhibits The Investment Agreement and exhibits thereto and the Business Association Agreement and the exhibits thereto filed by Dai-ichi with the original Schedule 13D dated July 6, 1990 are hereby incorporated by reference. CUSIP NO. 534187 10 9 13D Page 10 of 10 Pages 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. Dated: January 24, 1996 THE DAI-ICHI MUTUAL LIFE INSURANCE COMPANY By:/S/Tomijiro Morita Name: Tomijiro Morita Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----