<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 5
American States Financial Corporation Employees'
Savings and Profit-Sharing Plan
Statement of Net Assets Available for Plan Benefits
December 31, 1996
<TABLE>
<S> <C>
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
</TABLE>
See accompanying notes.
Page 5 of 27
<PAGE> 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
<TABLE>
<S> <C>
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
</TABLE>
See accompanying notes.
Page 6 of 27
<PAGE> 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
<PAGE> 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:
<TABLE>
<CAPTION>
Years of Service Percent Vested
<S> <C>
1 0%
2 50%
3 or more 100%
</TABLE>
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
<PAGE> 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:
<TABLE>
<CAPTION>
Shares/ Market
Par Value Value
<S> <C> <C>
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
</TABLE>
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
<PAGE> 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
<PAGE> 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:
<TABLE>
<CAPTION>
December 31, 1996
Investment Options
Total 1 2 3
<S> <C> <C> <C> <C>
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
<CAPTION>
December 31, 1996
Investment Options
4 5 6 7
<S> <C> <C> <C> <C>
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
</TABLE>
Page 11 of 27
<PAGE> 12
<TABLE>
<S> <C> <C> <C> <C>
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
<CAPTION>
December 31, 1996
Investment Options
8 9 10 11
<S> <C> <C> <C> <C>
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
<CAPTION>
December 31, 1996
Investment Options
12 13 14 Loans
<S> <C> <C> <C> <C>
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
</TABLE>
Page 12 of 27
<PAGE> 13
<TABLE>
<S> <C> <C> <C> <C>
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
</TABLE>
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:
<TABLE>
<CAPTION>
From July 24, 1996 (inception) to December 31, 1996
Investment Options
Total 1 2 3
<S> <C> <C> <C> <C>
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
</TABLE>
Page 13 of 27
<PAGE> 14
<TABLE>
<S> <C> <C> <C> <C>
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
<CAPTION>
From July 24, 1996 (inception) to December 31, 1996
Investment Options
4 5 6 7
<S> <C> <C> <C> <C>
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
</TABLE>
Page 14 of 27
<PAGE> 15
<TABLE>
<CAPTION>
From July 24, 1996 (inception) to December 31, 1996
Investment Options
8 9 10 11
<S> <C> <C> <C> <C>
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
<CAPTION>
From July 24, 1996 (inception) to December 31, 1996
Investment Options
12 13 14 Loans
<S> <C> <C> <C> <C>
Additions:
Net realized and
unrealized appreciation
in fair value of investments $ 5,908 $ 111,494 $ 5,890
</TABLE>
Page 15 of 27
<PAGE> 16
<TABLE>
<S> <C> <C> <C> <C>
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
</TABLE>
Page 16 of 27
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 21
Schedules
Page 21 of 27
<PAGE> 22
Item 27a
American States Financial Corporation Employees'
Savings and Profit-Sharing Plan
Schedule of Assets Held for Investment Purposes
December 31, 1996
<TABLE>
<CAPTION>
(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
<S> <C> <C> <C>
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
</TABLE>
Page 22 of 27
<PAGE> 23
<TABLE>
<S> <C> <C> <C>
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
</TABLE>
* 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
<TABLE>
<CAPTION>
(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.
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
Page 23 of 27
<PAGE> 24
Category (iii)-Series of transactions in excess of 5 percent of plan assets.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
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
<PAGE> 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
<PAGE> 26
INDEX TO EXHIBIT
Exhibit No. Description of Exhibit Page
- ----------- ---------------------- ----
23 Consent of Independent Auditors 27
Page 26 of 27
<PAGE> 1
EXHIBIT 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-04887) pertaining to the American States Financial
Corporation Employees' Savings and Profit-Sharing Plan of our report dated May
8, 1997 with respect to the financial statements and schedules of American
States Financial Corporation Employees' Savings and Profit-Sharing Plan
included in this Annual Report (Form 11-K) for the period from June 24, 1996
(inception) to December 31, 1996.
/s/ Ernst & Young LLP
Fort Wayne, Indiana
June 25, 1997
Page 27 of 27
