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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
LINCOLN NATIONAL CAPITAL II
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(Exact name of registrant as specified in its charter)
Delaware To Be Applied For
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
c/o Lincoln National Corporation
200 East Berry Street
Fort Wayne, Indiana 46802
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instructions A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933, pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to
Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
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8.35% Trust Originated Preferred New York Stock Exchange
Securities, Series B
Securities to be registered pursuant to
Section 12(g) of the Act:
None
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The title of the class of securities to be registered hereunder is "8.35%
Trust Originated Preferred Securities, Series B" (the "Series B TOPrS"). The
Series B TOPrS will be issued by Lincoln National Capital II and guaranteed by
Lincoln National Corporation ("Lincoln") to the extent set forth in the form of
guarantee (the "Guarantee") and certain other documents of Lincoln. A
description of the Series B TOPrS is set forth in the Registration Statement on
Form S-3 (File No. 333-4133), filed with the Securities and Exchange Commission
(the "Commission") on May 21, 1996, and amended by Amendment No. 1 thereto filed
on June 19, 1996, Amendment No. 2 thereto filed on June 26, 1996 and Amendment
No. 3 thereto filed on June 27, 1996, and with Prospectus Supplement dated
August 16, 1996 filed pursuant to Rule 424(b) under the Securities Act of 1933,
as amended (the "Registration Statement"), under the captions "Description of
Preferred Securities" and "Description of Guarantees" in the Prospectus included
in the Registration Statement (the "Prospectus") and under the caption "Certain
Terms of Series B TOPrS" in the Prospectus Supplement included in the
Registration Statement (the "Prospectus Supplement"), which description is
hereby incorporated by reference herein. Any form of prospectus or prospectus
supplement that includes such description that is subsequently filed by the
registrant as part of an amendment to the Registration Statement or otherwise
pursuant to Rule 424(b) under the Securities Act is hereby incorporated by
reference herein.
ITEM 2. EXHIBITS.
1.01 The Registration Statement, initially filed with the Commission on May
21, 1996, and amended by Amendment, No. 1 thereto filed on June 19,
1996, Amendment No. 2 thereto filed on June 26, 1996, Amendment No. 3
thereto filed on June 27, 1996, and the Prospectus Supplement, dated
August 16, 1996 filed pursuant to Rule 424(b) of the Securities Act
of 1933, as amended, and as the same may be further amended.
4.01 Certificate of Trust of Lincoln National Capital II (incorporated
herein by reference to Exhibit 4(k) to the Registration Statement).
4.02 Trust Agreement of Lincoln National Capital II, dated as of May 20,
1996, between Lincoln, as Depositor, and The First National Bank of
Chicago, as Trustee (incorporated herein by reference to Exhibit 4(1)
of the Registration Statement).
4.03 Form of Amended and Restated Trust Agreement, between Lincoln, as
Depositor, and The First National Bank of Chicago, as Property
Trustee, First Chicago Delaware, Inc, as Delaware Trustee, and certain
Administrative Trustees (incorporated herein by reference to Exhibit
4(p) to the Registration Statement).
4.04 Form of Guarantee Agreement, between Lincoln, as Guarantor, and The
First National Bank of Chicago, as Guarantee Trustee (incorporated
herein by reference to Exhibit 4(t) Registration Statement).
4.05 Form of Junior Subordinated Indenture, dated as May 1, 1996, between
Lincoln and The First National Bank of Chicago, as Debenture Trustee
(incorporated herein by reference to Exhibit 4(h) to the Registration
Statement).
5.01 Form of Preferred Security Certificate of 8.35% Trust Originated
Preferred Security (incorporated herein by reference to Exhibit 4(p)
to the Registration Statement.)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: August 19, 1996 LINCOLN NATIONAL CAPITAL II
By: Lincoln National Corporation,
as Depositor
By: /s/ John Steinkamp
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Name: John L. Steinkamp
Title: Vice President and
Associate General Counsel
