<PAGE> 1
As filed with the Securities and Exchange Commission on May 31, 1996
Registration No. 333-
-------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
Registration Statement
UNDER
THE SECURITIES ACT OF 1933
AMERICAN STATES FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
INDIANA APPLIED FOR
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
500 N. MERIDIAN STREET
INDIANAPOLIS, INDIANA 46204
(317) 262-6262
AMERICAN STATES FINANCIAL CORPORATION
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN
(Full title of the plan)
JACK D. HUNTER, ESQ.
EXECUTIVE VICE PRESIDENT AND LEGAL COUNSEL
LINCOLN NATIONAL CORPORATION
200 EAST BERRY STREET
FORT WAYNE, INDIANA 46802
(219)455-2000
(Name, address and telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Title of securities amount to be Proposed Proposed Amount of
to be registered registered maximum offering maximum aggregate registration fee
price per unit* offering price*
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
American States 3,000,000 $23.00 $69,000,000 $23,794
Financial Corp.
Common Stock
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
* Included solely for the purpose of calculating the registration fee. Such
estimate has been calculated based on the initial per share offering price of
the Company's stock, which stock was first offered to the public on May 22,
1996.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X] In addition, pursuant to Rule 416(c) under
the Securities Act of 1933, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan(s) described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant, American States Financial Corporation
("ASFC"), and the American States Financial Corporation Employees' Savings and
Profit-Sharing Plan (the "Plan") incorporate herein by reference the documents
listed below:
(a) The prospectus dated May 22, 1996, filed pursuant to
Rule 424(b) of the Securities Act of 1933, as
amended, relating to the offer and sale by ASFC of
10,000,000 shares of ASFC common stock, no par value,
which prospectus was filed with the Securities and
Exchange Commission on May 23, 1996.
(b) The description of ASFC Common Stock contained in
Form 8-A filed by ASFC pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the
"1934 Act") on May 17, 1996, including any
amendments or reports filed for the purpose of
updating that description.
In addition, all documents subsequently filed by ASFC and the
Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to
the filing of a post-effective amendment indicating that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. The Registrant
will deliver without charge, upon written or oral request, a copy of any and
all information that is incorporated herein by reference. Such request should
be made to Plan Administrator, c/o Human Resources Department (2-C), Lincoln
National Corporation, 1300 South Clinton Street, P.O. Box 1110, Fort Wayne,
Indiana 46801, Telephone: (219) 455-3015.
ITEM 4: DESCRIPTION OF SECURITIES.
ASFC's Common Stock is registered under Section 12 of the
of 1934 Act.
ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities to be issued pursuant
to the Plan will be passed upon for ASFC by Thomas M. Ober, Esq. Mr. Ober is
employed by ASFC as its Vice President, Secretary and General Counsel. Mr.
Ober owns shares of ASFC.
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ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Consistent with Indiana law, Article VIII of the by-laws of
ASFC provides for the indemnification of its officers, directors, employees and
agents against reasonable expenses that may be incurred by them in connection
with the defense of any action, suit or proceeding to which they are made or
threatened to be made parties, except with respect to matters as to which they
are adjudged liable for negligence or misconduct in the performance of duties
to ASFC. ASFC may reimburse such officers, directors, employees and agents for
reasonable costs of settlement of any such action, suit or proceeding. In the
case of directors, a determination as to whether indemnification or
reimbursement is proper shall be made by a majority of the disinterested
directors or by written opinion from independent legal counsel. In the case of
individuals who are not directors, any such determination shall be made by the
Chief Executive Officer of ASFC or, if he so directs, in the manner in which it
would be made if the relevant individual were a director of the corporation.
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8: EXHIBITS.
(a) See Exhibit Index.
(b) The undersigned registrant hereby undertakes to
submit a copy of the Plan and any amendments thereto
to the Internal Revenue Service ("IRS") in a timely
manner and will make all changes required by the IRS
in order to qualify such plan.
ITEM 9: UNDERTAKINGS.
(a) Rule 415 Offering. The undersigned Registrant hereby
undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required
by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the
effective date of the Registration
Statement (or the most recent
post-effective amendment thereof)
which, individually or in the
aggregate, represent a fundamental
change in the information set forth
in the Registration Statement; and
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(iii) To include any material information
with respect to the plan of
distribution not previously
disclosed in the Registration
Statement or any material change to
such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the
information required to be included in a
post-effective amendment by those paragraphs
is contained in periodic reports filed or
furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are
incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933,
each such post-effective amendment shall be
deemed to be a new Registration Statement
relating to the securities offered therein,
and the offering of such securities at that
time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the
securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and
each filing of the Plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission
such indemnification is against public policy as
expressed in the Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of
the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such
director, officer or controlling person in connection
with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question
whether such indemnification by it is against public
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policy as expressed in the Act and will be governed
by the final adjudication of such issue.
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POWERS OF ATTORNEY
LET IT BE KNOWN that each officer or director of American
States Financial Corporation whose signature appears in paragraph (b) under
"SIGNATURES" below appoints William J. Lawson and Thomas M. Ober, jointly and
severally, his/her attorneys-in-fact, with power of substitution, for him/her
in all capacities, to sign amendments and post-effective amendments to the
Registration Statement of the American States Financial Corporation Employees'
Savings and Profit-Sharing Plan, and to file such amendments with exhibits with
the Securities and Exchange Commission, hereby ratifying all that each
attorney-in-fact may do or cause to be done by virtue of this power.
SIGNATURES
(a) THE REGISTRANT. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8, and
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Wayne, State of
Indiana, on the 2nd day of May, 1996.
AMERICAN STATES FINANCIAL CORPORATION
By: /s/ William J. Lawson
-------------------------
William J. Lawson
President and Chief Operating Officer
(b) Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ F. Cedric McCurley Chairman of the Board 5/2/96
- ------------------------ and Chief Executive ----------------
F. Cedric McCurley Officer (Principal
Executive Officer and
Director)
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ William J. Lawson President and Chief 5/2/96
- ------------------------ Operating Officer ----------------
William J. Lawson (Director)
/s/ Todd R. Stephenson Senior Vice President, Treasurer, 5/2/96
- ------------------------ and Chief Financial Officer ----------------
Todd R. Stephenson (Principal Financial and Accounting
Officer)
/s/ Robert A. Anker Director 5/2/96
- ------------------------ ----------------
Robert A. Anker
/s/ Edwin J. Goss Director 5/2/96
- ------------------------ ----------------
Edwin J. Goss
/s/ Stephen J. Paris Director 5/2/96
- ------------------------ ----------------
Stephen J. Paris
/s/ Paula M. Parker-Sawyers Director 5/2/96
- ---------------------------- ----------------
Paula M. Parker-Sawyers
/s/ William E. Pike Director 5/2/96
- ------------------------ ----------------
William E. Pike
/s/ Gabriel L. Shaheen Director 5/2/96
- ------------------------ ----------------
Gabriel L. Shaheen
/s/ Milton O. Thompson Director 5/2/96
- ------------------------ ----------------
Milton O. Thompson
</TABLE>
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SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Act
of 1933, the Members of the Lincoln National Corporation Benefits Committee
have duly caused this Registration Statement to be signed on the Committee's
behalf by the undersigned, thereunto duly authorized in the City of Fort Wayne,
State of Indiana, on the 2nd day of May, 1996.
AMERICAN STATES FINANCIAL CORPORATION
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN
By: /s/ George E. Davis
-----------------------------
George E. Davis, Chairman,
Lincoln National Corporation
Benefits Committee
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<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit Name
<S> <C>
4 * American States Financial Corporation Employees'
Savings and Profit-Sharing Plan
5 Opinion re legality
15 Omitted -- Not applicable
23 (a) Consent of Ernst & Young LLP
(b) Consent of Counsel -- See Exhibit 5.
24 Powers of Attorney -- These documents form part
of the Signature Pages.
27 Omitted -- Not applicable
28 Omitted -- Not applicable
</TABLE>
* The copy of this exhibit filed as exhibit number 10.9 to
ASFC's Registration Statement on Form S-1 (Registration No.
333-2434) is incorporated herein by reference.
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EXHIBIT 5
[AMERICAN STATES FINANCIAL CORPORATION LETTERHEAD]
May 30, 1996
Securities and Exchange Commission
Division of Corporation Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: American States Financial Corporation
Employees' Savings and Profit Sharing Plan (Plan)
Ladies and Gentlemen:
I have acted as counsel for American States Financial
Corporation, an Indiana corporation (Issuer), in connection with the
registration of 3,000,000 shares of the Issuer's Common Stock to be issued
under the Plan to certain employees and non-employee agents of the Issuer and
its affiliates.
At the request of the Management of American States Financial
Corporation, I have made such examination of law and have examined such records
and documents as I have deemed necessary to render the opinion expressed below.
Based upon my examination of such documents and corporate
proceedings as I have deemed relevant, I am of the opinion that:
1. The Company is a duly organized and existing
corporation under the laws of the state of Indiana;
2. The issued shares of Common Stock of the Company have
been duly authorized and are validly issued, fully
paid and nonassessable; and
3. The shares of Common Stock covered by the
registration statement on Form S-8 have been duly
authorized and, when issued as provided in the Plan,
such shares will be validly issued, fully paid and
nonassessable.
<PAGE> 2
May 30, 1996
Page 2
I hereby consent to the conclusion of this opinion as an
exhibit to this Registration Statement on Form S-8.
Sincerely,
/s/ THOMAS M. OBER
Thomas M. Ober
Vice President, Secretary
and General Counsel
TMO:rb
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 dated May 31, 1996) pertaining to the American States Financial
Corporation Employees' Savings and Profit-Sharing Plan of our report dated
January 31, 1996 (except for Note 1, as to which the date is May 16, 1996 and
Note 16, as to which the date is February 14, 1996) with respect to the
consolidated financial statements of American States Financial Corporation
included in the prospectus dated May 22, 1996, filed pursuant to Rule 424(b) of
the Securities Act of 1933, as amended.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Indianapolis, Indiana
May 30, 1996
