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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 III
(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 46802
200 East Berry Street ----------
Fort Wayne, Indiana (Zip Code)
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(Address of principal executive offices)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction to General Instruction A.(d),
A.(c), check the following check the following box. [ ]
box. [X]
Securities Act registration statement file number to which this form
relates: 333-49201 and 33-59785.
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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7.40% Trust Originated Preferred New York Stock Exchange
Securities, Series C (and the
Guarantee by Lincoln National Corporation
with respect thereto)
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
"7.40% Trust Originated Preferred Securities, Series C" (the "Series C
TOPrS"). The Series C TOPrS will be issued by Lincoln National Capital III
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 C TOPrS is set forth in the
Registration Statement on Form S-3 (File Nos. 333-49201 and 33-59785), filed
with the Securities and Exchange Commission (the "Commission") on April 2,
1998, as amended by Amendment No. 1 thereto filed on April 23, 1998 and
declared effective by the Commission on April 27, 1998 (the "Registration
Statement") under the captions "Description of Preferred Securities,"
"Description of Guarantees," "Description of Junior Subordinated Debt
Securities," "Book-Entry Issuance" and "Relationship Among the Preferred
Securities, the Corresponding Junior Subordinated Debt Securities and the
Guarantees" and in the Prospectus Supplement relating thereto dated July 17,
1998 filed with the Commission on July 20, 1998 pursuant to Rule 424(b)(5)
under the Securities Act of 1933, as amended, under the captions "Certain
Terms of Series C TOPrS" and "Certain Terms of Series C Subordinated
Debentures," 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.
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ITEM 2. EXHIBITS.
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1.01 Registration Statement filed with the Commission on April 2, 1998, as
amended by Amendment No. 1 thereto filed on April 23, 1998 and declared
effective by the Commission on April 27, 1998, as supplemented by the
Prospectus Supplement thereto dated July 17, 1998 filed with the
Commission on July 20, 1998 pursuant to Rule 424(b) under the Securities
Act of 1933, as amended, is incorporated herein by reference.
4.01 Certificate of Trust of Lincoln National Capital III (incorporated herein
by reference to Exhibit 4(m) to the Company's Form S-3 Registration
Statement (File No. 333-04133) filed with the Commission on May 21, 1996
(the "1996 Registration Statement")).
4.02 Trust Agreement of Lincoln National Capital III, 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(n) to the 1996
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(q)
to the 1996 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(u) to the 1996 Registration Statement).
4.05 Junior Subordinated Indenture dated as of May 1, 1996 between the Company
and The First National Bank of Chicago (incorporated herein by reference
to Exhibit 4(j) of the Company's Form 10-K for the year ended December 31,
1996, filed with the Commission on March 13, 1997).
5.01 Form of Preferred Security Certificate of 7.40% Trust Originated Preferred
Security (incorporated herein by reference to Exhibit 4(q) to the 1996
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: July 22, 1998 LINCOLN NATIONAL CAPITAL III
By: Lincoln National Corporation,
as Depositor
By: /s/ Janet Chrzan
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Name: Janet Chrzan
Title: Vice President and Treasurer
