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REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WASHINGTON NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 36-2663225
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
300 Tower Parkway, Lincolnshire, Illinois 60069
(708) 793-3000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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Thomas Pontarelli
Executive Vice President
Washington National Corporation
300 Tower Parkway
Lincolnshire, Illinois 60069
(708) 793-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE FOLLOWING THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT, AS PERMITTED BY THE PLAN.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /X/
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM
AMOUNT PROPOSED MAXIMUM AGGREGATE
TITLE OF SHARES TO BE TO BE OFFERING PRICE OFFERING AMOUNT OF
REGISTERED REGISTERED PER UNIT (1) PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $5 par
value..................... 50,000 shs. $23.75 $1,187,500 $409.48
Common Stock Purchase
Rights.................... 50,000 shs. (2) (2) (2)
</TABLE>
(1) Calculated pursuant to Rule 457 (c) on the basis of the price of the Common
Stock as traded on the New York Stock Exchange on September 13, 1995.
(2) Each unit consists of one share and one related right. The rights currently
are not evidenced by separate certificates and may not be transferred except
upon transfer of the related shares.
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PROSPECTUS
[LOGO]
WASHINGTON NATIONAL CORPORATION
AUTOMATIC DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
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Washington National Corporation (the "Corporation") hereby offers to the
holders of its Common Stock ("Common Stock") and its $2.50 Convertible Preferred
Stock ("Preferred Stock") an opportunity to purchase newly issued shares of its
Common Stock by having some or all of their cash dividends on all of their
shares of Common Stock and Preferred Stock, up to a total of 10,000 shares,
automatically reinvested in Common Stock. In addition, holders of Common Stock
and Preferred Stock will be able to invest additional amounts of cash in Common
Stock provided that such amounts are not less than $25 per payment or more than
$5,000 per quarter. These optional cash payments may be made whether or not the
holder is participating in the automatic reinvestment of dividends. Cash
dividends on shares (including any fractional share interest) credited to a
participant's account under the Plan are automatically reinvested in additional
newly issued shares of Common Stock.
No brokerage commissions or service charges will be charged participants for
purchases made under the Plan.
The price to be paid for each share of Common Stock of the Corporation
purchased with cash dividends under the Plan will be 95% of the average of the
high and low sales prices per share of Common Stock reported in THE WALL STREET
JOURNAL as the New York Stock Exchange -- Composite Transactions for the
dividend payment date. The price to be paid for each share of Common Stock
purchased with optional cash payments will be 100% of the average determined in
accordance with the last preceding sentence for the date of purchase. Any
optional cash payment received at least five business days prior to any normal
dividend payment date for the Common Stock will be invested as of such date; any
cash payment received thereafter will not be invested until the next subsequent
normal dividend payment date for the Common Stock.
The Corporation reserves the right to suspend, modify or terminate the Plan
at any time. Further information concerning the Plan is set forth herein under
the caption "Automatic Dividend Reinvestment and Stock Purchase Plan."
It is suggested that this Prospectus be retained for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS SEPTEMBER 19, 1995.
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THE CORPORATION
Washington National Corporation is herein referred to as the "Corporation."
The executive offices of the Corporation are located at 300 Tower Parkway,
Lincolnshire, Illinois 60069, and its telephone number is (708) 793-3000.
USE OF PROCEEDS
The proceeds from the sale of the shares of Common Stock being offered
hereby will be added to the general funds of the Corporation and used for its
general corporate purposes. The Corporation has no basis for estimating either
the number of shares of its Common Stock that may be purchased under the Plan or
the prices which it will receive for such shares.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Corporation with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 1-7369).
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the Annual Report on Form 10-K referred to in (a) above.
All documents subsequently filed by the Corporation pursuant to Sections 13
or 15 of the Securities Exchange Act of 1934 prior to the termination of this
offering shall be deemed to be incorporated by reference in this Prospectus from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THE CORPORATION WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF
THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH
PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN
OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO
SUCH DOCUMENTS WHICH ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE INTO THE
INFORMATION THAT THIS PROSPECTUS INCORPORATES. REQUESTS FOR SUCH COPIES SHOULD
BE DIRECTED TO THE CORPORATE SECRETARY, WASHINGTON NATIONAL CORPORATION, 300
TOWER PARKWAY, LINCOLNSHIRE, ILLINOIS 60069.
AVAILABLE INFORMATION
Reports, proxy statements and other information filed by the Corporation
with the Securities and Exchange Commission may be inspected and copied at the
offices of the Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C.;
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois; Seven World Trade Center, 13th Floor, New York, New York; and copies
of such material can be obtained from the Public Reference Section of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Such reports, proxy statements
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and other information concerning the Corporation may also be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005 on which exchange the Corporation's Common Stock and $2.50 Convertible
Preferred Stock are listed.
The Corporation has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Common Stock. This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits thereto. For further information regarding the
Corporation and the Common Stock offered hereby, reference is hereby made to
such Registration Statement and such exhibits, which can be inspected without
charge at the office of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and copies of which can be obtained from the Commission at
prescribed rates.
AUTOMATIC DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
The Automatic Dividend Reinvestment and Stock Purchase Plan (the "Plan") of
the Corporation consists of the following questions and answers:
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide the holders of shares of the
Corporation's Common Stock and the Corporation's $2.50 Convertible Preferred
Stock with a convenient and economical method of investing cash dividends and
optional cash payments in newly issued shares of Common Stock without payment of
any brokerage commission or service charge.
INVESTMENT OPTIONS
2. WHAT INVESTMENT OPTIONS ARE AVAILABLE TO PARTICIPANTS IN THE PLAN?
a. May have cash dividends on all of their shares of Common Stock and
Preferred Stock, up to a total of 10,000 shares, automatically reinvested; or
b. May have cash dividends on some of their shares of Common Stock and/or
Preferred Stock, up to a total of 10,000 shares, automatically reinvested while
continuing to receive cash dividends on other shares; and
c. May make optional cash purchases of shares of Common Stock of not less
than $25 per payment, up to a total of $5,000 per quarter, whether or not any
dividends are being automatically reinvested.
ADVANTAGES
3. WHAT ARE THE ADVANTAGES OF THE PLAN?
a. The purchase price of shares of Common Stock purchased with reinvested
dividends will be 95% of the average market price of Common Stock, as more fully
described in the answer to Question 12. (The purchase price of shares of Common
Stock purchased with optional cash payments will be 100% of the average market
price.)
b. No commission or service charge will be paid by participants for
purchases under the Plan.
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c. Participants' funds will be fully invested because the Plan permits
fractional interests in shares of Common Stock to be credited to their accounts.
Dividends on fractional interests, as well as on full shares, of Common Stock
credited to their accounts will be reinvested in additional shares of Common
Stock which will be credited to participants' accounts.
d. Participants will avoid the need for safekeeping of stock certificates
for shares of Common Stock credited to their accounts.
e. Quarterly statements will be mailed to participants reflecting all
activity during the quarter, including purchases and latest balances, which will
simplify recordkeeping.
ADMINISTRATION
4. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
First Chicago Trust Company of New York (the "Bank") will administer the
Plan for participants, keep records, send statements of account to participants
and perform other duties related to the Plan. The Bank will purchase shares of
Common Stock from the Corporation as agent for the participants, and such shares
will be registered in the name of the Bank (or its nominee), as agent for
participants. The Corporation has authority to change the administrator.
All correspondence concerning the Plan should be addressed to:
First Chicago Trust Company of New York
P.O. Box 2598
Jersey City, New Jersey 07303-2598
PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of shares of Common Stock or Preferred Stock are
eligible to participate in the Plan and have cash dividends on all or some of
such shares, up to a total of 10,000 shares, automatically reinvested. In
addition, such holders will have the option to make cash purchases of shares of
Common Stock of not less than $25 per payment, up to a total of $5,000 per
quarter. If shares of Common Stock or Preferred Stock are registered in a name
other than the name of the beneficial owner (for instance, in the name of a
broker or bank nominee), then such shares must be transferred into the name of
the beneficial owner or appropriate arrangements must be made with the nominee
in order for the beneficial owner to participate in the Plan.
However, a holder of shares of Common Stock or Preferred Stock residing in a
jurisdiction outside the United States in which it is unlawful for the
Corporation to allow the holder to participate is not eligible to participate in
the Plan.
6. HOW DOES AN ELIGIBLE STOCKHOLDER PARTICIPATE?
A holder of record of shares of Common Stock or Preferred Stock may join the
Plan at any time by completing and signing an Authorization Card and returning
it to the Bank. A postage paid return envelope was provided for this purpose to
all holders of record at the time the Plan was adopted, and additional
Authorization Cards may be obtained at any time by a written request to the
Bank. Where such shares are registered in more than one name (i.e., joint
tenants, trustees, etc.), all registered holders must sign.
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7. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
By marking the appropriate spaces on the Authorization Card, a participant
elects to purchase shares of Common Stock through one of the following
investment options:
A. "FULL DIVIDEND REINVESTMENT" directs the Bank to invest, in
accordance with the Plan, all cash dividends on all shares of Common Stock
and Preferred Stock then or subsequently registered in the participant's
name, up to a total of 10,000 shares, and also permits the participant to
make optional cash payments for the purchase of shares of Common Stock in
accordance with the Plan.
B. "PARTIAL DIVIDEND REINVESTMENT" directs the Bank to invest, in
accordance with the Plan, the cash dividends on only that portion of the
shares of Common Stock and/or Preferred Stock registered in the
participant's name which the participant designates in the appropriate space
on the Authorization Card, up to a total of 10,000 shares, and also permits
the participant to make optional cash payments for the purchase of shares of
Common Stock in accordance with the Plan.
C. "OPTIONAL CASH PURCHASES ONLY" permits the participant to make
optional cash payments for the purchase of shares of Common Stock in
accordance with the Plan, without reinvesting dividends on shares of Common
Stock or Preferred Stock held by the participant.
A participant may select either of the dividend reinvestment options ("A" or
"B") or the optional cash purchase price ("C"). In all cases, however, cash
dividends on all of the shares of Common Stock (including fractional interests
in shares) HELD BY THE BANK for the participant's account under the Plan, up to
a total of 10,000 shares, as described above, will be reinvested in accordance
with the Plan, including dividends on shares of Common Stock purchased with
optional cash payments.
The Authorization Card also appoints the Bank to be agent for the
participant in connection with the Plan, directs the Corporation to make payment
of all or a portion of the participant's cash dividends, as specified by the
participant, to the Bank for application by the Bank to the purchase of shares
of Common Stock in accordance with the terms of the Plan, directs the Bank to
apply any optional cash payments the participant might make to the purchase of
shares of Common Stock in accordance with the terms of the Plan, and directs the
Bank to reinvest all cash dividends on shares of Common Stock held for the
participant's account under the Plan in accordance with the Plan.
8. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN?
A participant may change investment options under the Plan at any time by
completing a new Authorization Card (obtainable upon request from the Bank) and
returning it to the Bank.
9. WHEN DOES REINVESTMENT OF CASH DIVIDENDS BEGIN?
If the Authorization Card is properly completed and received by the Bank on
or before the record date for determining the holders of record entitled to a
cash dividend, the reinvestment of cash dividends will commence with that
dividend payment. If the Authorization Card is received after such record date,
the reinvestment of cash dividends will not start until payment of the second
succeeding dividend. Cash dividends on the Common Stock and Preferred Stock are
normally paid quarterly on the first business day of the months of January,
April, July and October (which dates unless and until changed by the Corporation
are referred to herein as "normal dividend payment dates"), and the record dates
for such dividend payments are usually two to three weeks before the normal
dividend payment dates.
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See also the answer to Question 11.
10. WHEN CAN INVESTMENT OF OPTIONAL CASH PAYMENTS BEGIN?
Optional cash payments may be made when returning the Authorization Card to
the Bank or at any time thereafter. All optional cash payments received by the
Bank at least five business days before any normal dividend payment date for the
Common Stock will be applied by the Bank to the purchase of shares on such
dividend payment date.
See also the answers to Questions 11, 15, 16 and 17.
PURCHASES
11. WHEN WILL PURCHASES BE MADE UNDER THE PLAN?
Cash dividends to be reinvested will be applied to the purchase of shares of
Common Stock on each dividend payment date. (See also the answer to Question 9.)
Purchases of shares of Common Stock with optional cash payments will be made
on the next normal dividend payment date for the Common Stock with optional cash
payments received by the Bank at least five business days prior to such date.
(See also the answers to Questions 10, 14, 16 and 17.)
12. WHAT WILL BE THE PRICE OF SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN?
The purchase price per share for shares of Common Stock purchased under the
Plan with the reinvestment of cash dividends on any dividend payment date will
be 95% of the average of the high and low sales prices per share of Common Stock
reported in THE WALL STREET JOURNAL as the New York Stock Exchange -- Composite
Transactions for the dividend payment date.
The purchase price per share for shares of Common Stock purchased under the
Plan with optional cash payments will be 100% of the average of the high and low
sales prices per share of Common Stock reported in THE WALL STREET JOURNAL as
New York Stock Exchange -- Composite Transactions for the date of purchase.
If there is no trading in the shares of Common Stock reported as New York
Stock Exchange -- Composite Transactions for all or a substantial portion of any
such purchase date, the purchase price per share of Common Stock shall be
determined by the Corporation on the basis of such market quotations as it shall
deem appropriate. In no event, however, will shares of Common Stock be sold by
the Corporation under the Plan at less than the $5.00 per share par value of
such shares.
13. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares of Common Stock to be purchased for a participant on
any date of purchase depends on the amount of the participant's dividends to be
reinvested or optional cash payments (or both) and the purchase price per share
of Common Stock. The participant's account will be credited with that number of
shares, including fractional interests in shares computed to four decimal
places, which equals the total amount to be invested for the participant on the
date of purchase divided by the purchase price per share on that date.
OPTIONAL CASH PAYMENTS
14. HOW DOES THE OPTIONAL CASH PURCHASE OPTION WORK?
Optional cash payments received by the Bank from a participant at least five
business days prior to any normal dividend payment date for the Common Stock
will be applied to the purchase of shares
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of Common Stock as of such normal dividend payment date, and optional cash
payments received by the Bank from a participant less than five business days
prior to such normal dividend payment date will be applied to the purchase of
shares as of the next subsequent normal dividend payment date for the Common
Stock. Such purchases will be made at 100% of the average market price as
explained in the answer to Question 12. Cash dividends payable on shares of
Common Stock purchased for a participant's account under the Plan with optional
cash payments, as well as those purchased with reinvested dividends, will be
automatically reinvested in additional shares of Common Stock at 95% of the
average market price, as explained in the answer to Question 12.
15. HOW ARE OPTIONAL CASH PAYMENTS MADE?
A participant may make optional cash payments at any time. Each optional
cash payment must be at least $25 and such payments cannot, in any one calendar
quarter, exceed a total of $5,000. Any amount received of less than $25, or any
excess over $5,000 per calendar quarter, will be returned to the participant.
A participant may make an optional cash payment when enrolling in the Plan
by enclosing a check or money order, payable to the order of First Chicago Trust
Company of New York, with the participant's Authorization Card. Thereafter,
optional cash payments may be made through the use of cash payment forms which
will be sent to participants periodically by the Bank. The same amount of money
need not be sent each quarter, and there is no obligation to make an optional
cash payment each quarter.
16. HOW DO EMPLOYEES OF THE CORPORATION MAKE OPTIONAL PAYMENTS THROUGH
PAYROLL DEDUCTIONS?
Participants who are regular employees of the Corporation or its affiliates
may make optional cash payments by means of payroll deductions. This may be done
by completing a Payroll Deduction Authorization Form which directs the
Corporation to withhold amounts from regular paychecks. The amount authorized to
be withheld by the Corporation must be such that, when multiplied by the normal
number of pay periods in a quarter for the participating employee, the resulting
amount will not be less than the minimum $25 optional cash payment nor, together
with all other optional cash payments made by such employee, exceed the $5,000
per calendar quarter maximum for optional cash payments. The Payroll Deduction
Authorization Form may also be used to change the amount of an
employee-participant's payroll deduction. No interest will be paid on amounts
withheld from employees' paychecks.
17. WHEN WILL OPTIONAL CASH PAYMENTS BE INVESTED?
Optional cash payments will be invested on each normal dividend payment date
for the Common Stock. (See the answer to Question 14). Any change in the normal
dividend payment date for the Common Stock will cause a corresponding change in
the date of investment of optional cash payments. No investment of optional cash
payments will be made on a special dividend payment date for the Common Stock,
if any, or on any date other than a normal dividend payment date for the Common
Stock. Under no circumstances will interest be paid on optional cash payments.
Participants are therefore urged to transmit optional cash payments so as to be
received by the Bank as close as possible to the normal dividend payment date
for the Common Stock, but no later than five business days prior to such date,
so as to be invested on such normal dividend payment date.
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18. UNDER WHAT CIRCUMSTANCES WILL OPTIONAL CASH PAYMENTS BE RETURNED UPON
REQUEST BY THE PARTICIPANT?
Optional cash payments will be returned to a participant upon written
request received by the Bank (or the Corporation in the case of
employee-participants making optional cash payments through payroll deductions)
at any time prior to five business days before the application of such optional
cash payments to the purchase of shares of Common Stock (which occurs on the
normal dividend payment date for the Common Stock).
COSTS
19. ARE THERE ANY OUT-OF-POCKET COSTS TO PARTICIPANTS IN CONNECTION WITH
PURCHASES UNDER THE PLAN?
No. All costs of administration of the Plan are to be paid by the
Corporation. There are no brokerage fees or commissions on shares of Common
Stock purchased under the Plan because such shares are purchased from the
Corporation. However, as explained in the answer to Question 27, if a
participant, upon withdrawal from the Plan, directs the Bank to sell the shares
of Common Stock in the participant's account, the participant must pay any
brokerage fees, commissions or transfer taxes resulting from such sale.
TAXES
20. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?
Based upon Internal Revenue Service rulings with respect to plans similar to
the Plan, participants in the Plan will be treated for Federal income tax
purposes as having received, on the dividend payment date, a dividend equal to
the fair market value of the whole shares and fractional interests in shares of
Common Stock purchased with reinvested dividends, rather than a dividend equal
to the amount of the reinvested cash dividend. This means that, in addition to
the amount of reinvested dividends being taxable, the amount of any discount
from the fair market value of the shares is also taxable as a dividend. Fair
market value, for such purpose, will be the average of the high and low sales
prices per share, reported as New York Stock Exchange -- Composite Transactions,
on the dividend payment date, multiplied by the number of shares purchased on
that date. The same fair market value will be the tax basis of shares purchased
with reinvested dividends for purposes of determining gain or loss upon the
disposition of the shares on any subsequent date. The tax basis of shares
purchased with an optional cash payment will be the amount of such optional cash
payment.
The holding period for shares of Common Stock acquired under the Plan,
whether by reinvestment of dividends or by optional cash payments, will begin on
the day following the purchase of the shares.
A participant may realize a gain or loss when shares are sold or exchanged,
whether such sale or exchange is pursuant to a request to withdraw from the Plan
or after withdrawal from the Plan. A participant may also realize a gain or loss
if, upon withdrawal from the Plan, the participant receives a cash payment for a
fractional interest in a share credited to the participant's account. The amount
of such gain or loss will be the difference between the amount received by the
participant for the shares or fractional interest in a share and the tax basis
thereof.
In the case of foreign stockholders who elect to have dividends reinvested
and whose dividends are subject to United States income tax withholding, the
Bank will invest in shares of Common Stock an
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amount equal to the dividends of such foreign participants less the amount of
any tax required to be withheld. Optional cash payments received from foreign
stockholders must be in United States dollars and will be invested in the same
way as optional cash payments from other participants.
As indicated in the answer to Question 21, each participant in the Plan will
receive statements of account on a quarterly basis. The statements received at
year end will indicate the fair market value of any shares purchased with
reinvested dividends and the amount of any optional cash payments invested in
additional shares. Consequently, those statements should be retained for tax
purposes.
The above tax information is provided only as a guide to participants in the
Plan. Participants are urged to consult their own tax advisers as to the state
and local tax consequences, as well as the federal income tax consequences, of
participation in the Plan and subsequent disposition of shares purchased
pursuant to the Plan. The income tax consequences to a participant not residing
in the United States will vary from jurisdiction to jurisdiction.
REPORTS TO PARTICIPANTS
21. WHAT KINDS OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
Participants will receive a statement of their accounts on a calendar
quarterly basis and upon withdrawal or termination of the Plan. These statements
are a participant's continuing record of current activity and cost of purchases.
In addition, each participant will receive copies of other communications sent
to the holders of the Corporation's Common Stock generally, including the
Corporation's Quarterly Reports, Annual Reports, Notices of Annual Meetings and
Proxy Statement, and income tax information for reporting dividends paid.
DIVIDENDS
22. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES, INCLUDING
FRACTIONAL INTERESTS IN SHARES, HELD IN THEIR ACCOUNTS UNDER THE PLAN?
Yes. The Corporation pays cash dividends, as declared, to the record holders
of all of its shares of Common Stock. As a record holder for participants, the
Bank (or its nominee) will receive dividends for all shares held under the Plan
on the record date. The Bank will credit such dividends to participants on the
basis of full and fractional interests in shares held in their accounts and will
reinvest such dividends in additional shares under the Plan.
CERTIFICATES FOR SHARES
23. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED?
Shares purchased pursuant to the Plan will be credited to each participant's
account, but certificates will not be issued to a participant unless the
participant requests the Bank in writing to do so or unless the participant's
account is terminated. This service eliminates the need for safekeeping by
participants to protect against loss, theft or destruction of the stock
certificates.
At any time a participant may request in writing that the Bank send a
certificate for all or any part of the whole shares credited to the
participant's account. This request should be submitted to the Bank. Any
remaining whole shares and fractional interest in a share will continue to be
credited to the participant's account. A certificate for fractional interests
will not be issued under any circumstances.
Upon the issuance of a certificate for whole shares credited to a
participant's account, dividends on the shares evidenced by such certificate
will continue to be automatically reinvested under the Plan if the participant
is reinvesting cash dividends on all of the shares registered in the
participant's
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name. Dividends on the shares evidenced by such certificate will not be
automatically reinvested, however, if the participant has elected to make
optional cash payments only. If the participant is reinvesting cash dividends on
part of the shares registered in the participant's name, upon the issuance of a
certificate for whole shares credited to the participant's account, dividends on
shares registered in the participant's name will continue to be reinvested up to
the number of shares originally specified by the participant.
24. IN WHOSE NAME WILL CERTIFICATES FOR SHARES BE REGISTERED WHEN ISSUED?
The account for each participant will be maintained by the Bank in the
participant's name as shown on the Corporation's stockholder records at the time
the participant enters the Plan. When issued to a participant upon written
request or withdrawal, certificates for full shares will be registered in such
name.
WITHDRAWAL FROM THE PLAN
25. WHEN MAY A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw from the Plan at any time. However, if the
request for withdrawal is received after the record date for a dividend and
before the dividend payment date, the cash dividends and any optional cash
payments scheduled to be invested on the dividend payment date will be so
invested and the request for withdrawal will be processed as promptly as
possible following such dividend payment date.
26. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
In order to withdraw from the Plan, a participant must submit to the Bank a
signed request for withdrawal. Withdrawal forms will be provided to participants
as a part of their statements reporting the purchases of shares of Common Stock
under the Plan. Employee-participants may discontinue payroll deductions at any
time by written request to the Corporation.
27. WHAT HAPPENS TO THE SHARES OF COMMON STOCK CREDITED TO A PARTICIPANT'S
ACCOUNT WHEN THE PARTICIPANT WITHDRAWS FROM THE PLAN?
Upon withdrawal the participant may elect to receive (a) stock certificates
for full shares held in the participant's account, plus a check for the value of
any fractional interest (determined on the basis of the closing price of the
Common Stock reported in THE WALL STREET JOURNAL as New York Stock Exchange --
Composite Transactions for the trading day immediately preceding the day the
request for withdrawal is received by the Bank) or (b) a check for the proceeds
from the sale of all shares held in the participant's account, less any
brokerage fees or commission and any applicable transfer tax resulting from such
sale, plus the value of any fractional interest (determined on the same basis as
in subparagraph (a) above). The sale will be made by the Bank for the
participant's account on the open market as promptly as possible after
processing the request for withdrawal.
28. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES OF
COMMON STOCK AND PREFERRED STOCK REGISTERED IN THE PARTICIPANT'S OWN NAME?
If a participant disposes of all the shares of Common Stock and Preferred
Stock registered in the participant's own name, the Bank will, unless otherwise
instructed by the participant through a written request for withdrawal, continue
to reinvest the dividends on the shares of Common Stock credited to the
participant's account under the Plan as long as there is at least one whole
share of Common Stock credited to the participant's account under the Plan. If
there is not at least one whole share so credited, a check will be sent to the
participant for the value of the fractional interest (determined on the basis of
the closing price of the Common Stock reported in THE WALL STREET JOURNAL as New
York Stock Exchange -- Composite Transactions for the trading day immediately
preceding the day the termination is processed), and the participant's account
will be closed.
10
<PAGE>
29. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS SOME, BUT NOT ALL, OF
THE SHARES REGISTERED IN THE PARTICIPANT'S NAME?
If a participant is reinvesting the cash dividends on all of the shares
registered in the participant's name and disposes of a portion of such shares,
the Bank will continue to reinvest dividends on the remainder of the shares
registered in the participant's name.
If a participant is reinvesting the cash dividends on part of the shares
registered in the participant's name and disposes of a portion of such shares,
the Bank will continue to reinvest dividends on the remainder of the shares
registered in the participant's name, up to the number of shares originally
specified.
OTHER INFORMATION
30. CAN PARTICIPANTS PLEDGE OR ASSIGN SHARES CREDITED TO THEIR ACCOUNTS?
Shares in participants' accounts may not be pledged, assigned or otherwise
encumbered unless withdrawn from the accounts.
31. WHAT HAPPENS IF THE CORPORATION ISSUES A STOCK DIVIDEND, HAS A STOCK
SPLIT OR HAS A RIGHTS OFFERING?
Any dividend or split payable in stock or any shares otherwise distributed
by the Corporation with respect to shares of Common Stock credited to a
participant's account will be added to the participant's account.
In a normal rights offering a participant will receive rights based upon the
total number of whole shares owned; that is, the total number of shares
registered in the name of the participant and the total number of whole shares
credited to the account of the participant.
32. HOW WILL A PARTICIPANT'S SHARES HELD FOR THE PARTICIPANT'S ACCOUNT UNDER
THE PLAN BE VOTED AT STOCKHOLDERS MEETINGS?
Each participant will be entitled to direct the Bank as to the manner in
which voting rights of the shares of Common Stock, including any fractional
interest, credited to the participant's account are to be exercised. A proxy
card will be sent to each participant in connection with each meeting of
stockholders, as in the case of stockholders not participating in the Plan.
33. WHAT ARE THE RESPONSIBILITIES OF THE CORPORATION AND THE BANK UNDER THE
PLAN?
Neither the Corporation nor the Bank will be liable for any act done in good
faith or for any good faith omission to act, including, without limitation, any
claim of liability arising out of failure to terminate a participant's account
upon the participant's death prior to receipt of notice in writing of such
death, the prices at which shares are purchased or sold for a participant's
account, the times when purchases or sales are made, or fluctuations in the
market value of the Common Stock.
Each participant should recognize that neither the Bank nor the Corporation
can assure the participant of a profit or protect the participant against a loss
on the shares of Common Stock purchased under the Plan.
34. MAY THE PLAN BE CHANGED OR DISCONTINUED?
While the Corporation hopes to continue the Plan indefinitely, the
Corporation reserves the right to suspend or terminate the Plan at any time. The
Corporation also reserves the right to make
11
<PAGE>
modifications to the Plan at any time. Any such suspension, termination or
modification will be announced to both participating and nonparticipating
stockholders. The Bank reserves the right to resign at any time.
Upon a termination of the Plan, any uninvested optional cash payments will
be returned, a certificate for whole shares credited to a participant's account
will be issued, and a cash payment will be made for any fractional interest
credited to the participant's account. The amount of such cash payment will be
determined on the basis of the closing price of the Common Stock reported in THE
WALL STREET JOURNAL as New York Stock Exchange -- Composite Transactions for the
trading day immediately preceding the day set forth in the notice of
termination.
35. WHO INTERPRETS AND REGULATES THE PLAN?
The Corporation reserves the right to interpret and regulate the Plan as may
be necessary or desirable in connection with the operation of the Plan.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Corporation consists of 60,000,000
shares of Common Stock, par value $5.00 per share and 10,000,000 shares of
Preferred Stock, par value $5.00 per share. The $2.50 Preferred Stock is the
only series of preferred stock currently issued and outstanding. Additional
series of preferred stock may be issued by the board of directors on terms set
by the board without further authorization from the stockholders.
COMMON STOCK PROVISIONS
DIVIDEND RIGHTS
Subject to the preferential rights of the $2.50 Preferred Stock described
below, the holders of Common Stock are entitled to such dividends as the board
of directors in its discretion may declare out of funds legally available
therefor. Funds for the payment of dividends and expenses of the Corporation are
obtained primarily from dividends received from its subsidiary, Washington
National Insurance Company ("WNIC").
The Corporation and its predecessor, WNIC, have paid dividends on the Common
Stock since January of 1924. Depending upon its earnings, financial conditions
and other relevant factors, the Corporation will consider the payment of
quarterly dividends in the future.
VOTING RIGHTS
Each holder of Common Stock is entitled to one vote for each share held and,
except as otherwise provided by law or set forth under voting rights pertaining
to the $2.50 Preferred Stock, votes together with holders of the $2.50 Preferred
Stock as a single class. The holders of Common Stock and the holders of $2.50
Preferred Stock have non-cumulative voting rights, which means that the holders
of more than 50% of the voting stock voting in an election can elect all of the
directors, if they choose to do so, and in that event, the holders of less than
50% of the shares voting in an election for directors will not be able to elect
any of the directors.
12
<PAGE>
LIQUIDATION RIGHTS
Upon the liquidation, dissolution or winding up of the Corporation, the
holders of Common Stock are entitled, subject to the prior rights of the holders
of $2.50 Preferred Stock, to share ratably in all of the assets of the
Corporation available for distribution to stockholders.
PRE-EMPTIVE RIGHTS
No holders of shares of Common Stock as such have any pre-emptive right to
subscribe for or purchase any additional issue of capital stock or securities
convertible into capital stock of the Corporation.
COMMON STOCK PURCHASE RIGHTS
On December 11, 1986, the board of directors of the Corporation declared a
dividend distribution of one Common Stock purchase right (a "Right") for each
outstanding share of Common Stock of the Corporation and also declared that,
until the Distribution Date (defined below), the Corporation will issue one
Right for each new share of Common Stock issued so that all such shares will
have attached Rights. Each Right will entitle the holder thereof, until the
earlier of January 5, 1997 or the redemption of the Rights, to buy one share of
Common Stock at an exercise price of $100 per share, subject to adjustment. The
Rights will be represented by and traded with the Common Stock certificates and
will not be exercisable or transferable apart from the Common Stock until the
earlier of (i) the tenth business day after a public announcement that a person
or group has acquired beneficial ownership of 20% or more of the Common Stock
(such person or group being called an "Acquiring Person" and such date of first
public announcement being called the "Stock Acquisition Date") or (ii) the tenth
business day after a person or group commences, or announces it intends to
commence, a tender or exchange offer, the consummation of which would give such
person or group 30% or more of the Common Stock (the earlier of such days being
called the "Distribution Date"). Separate certificates for the Rights will be
mailed to holders of Common Stock as of the Distribution Date and, thereafter,
the separate Right certificates alone will evidence the Rights.
In the event that, on or after the Stock Acquisition Date, the Corporation
is acquired in a merger or other business combination or 50% or more of its
assets or earning power is sold, each Right will entitle its holder to purchase
(assuming it is then exercisable), at the then current exercise price of the
Right, that number of shares of common stock of the surviving company having, at
the time of such transaction, a market value of two times the exercise price of
the Right. In the event that the Corporation is the surviving corporation in a
merger involving an Acquiring Person and the Common Stock is not changed or
exchanged, or in the event that the Acquiring Person engages in certain types of
self-dealing transactions, each Right (other than Rights beneficially owned by
the Acquiring Person) will entitle its holder to purchase (assuming it is then
exercisable), at the then current exercise price of the Right, that number of
shares of Common Stock having, at the time of such transaction, a market value
of two times the exercise price of the Right.
At any time prior to the close of business on the tenth business day
following the Stock Acquisition Date, the Corporation, at its option, may redeem
the Rights at a price of $0.01 per Right (the "Redemption Price"); provided
that, if the board of directors of the Corporation authorizes redemption of the
Rights under certain circumstances, there must be at least one Continuing
Director (as defined in the Rights Agreement) and such authorization shall
require the approval of a majority of
13
<PAGE>
the Continuing Directors then holding office. Immediately upon the authorization
of the redemption of the Rights by the board of directors of the Corporation,
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
December 23, 1986. A copy of the Rights Agreement is available to all
Rightsholders free of charge from The First National Bank of Chicago, the Rights
Agent. The foregoing description of the Rights is qualified by reference to the
Rights Agreement specifying the terms of the Rights.
$2.50 PREFERRED STOCK PROVISIONS
The following provisions of the $2.50 Preferred Stock may affect the rights
of the Common Stock.
DIVIDEND RIGHTS
The holders of the $2.50 Preferred Stock are entitled to receive, when and
as declared, cumulative cash dividends at the annual rate of $2.50 per share,
payable quarterly out of funds legally available for the payments of dividends.
Unless the full amount of cumulative dividends on the $2.50 Preferred Stock has
been paid, the Corporation may not pay any dividend (other than a dividend
payable in Common Stock) or make any other distribution on any class of stock
except preferred stock, or purchase or redeem any outstanding capital stock of
any class.
VOTING RIGHTS
Each holder of $2.50 Preferred Stock is entitled to one vote for each share
held, and, except as otherwise provided by law, the $2.50 Preferred Stock and
the Common Stock vote together as one class. If the Corporation shall at any
time be in arrears in paying quarterly dividends on the $2.50 Preferred Stock in
an amount aggregating $3.75 or more per share, the holders of the $2.50
Preferred Stock as a class would be entitled to elect two additional directors
at the next meeting of stockholders to elect directors. Upon elimination of such
arrearage in dividends, the right of the holders of the $2.50 Preferred Stock to
elect such additional directors would cease. In addition, the Corporation may
not create, authorize or issue any stock of a class ranking prior to the $2.50
Preferred Stock with respect to the payment of dividends, the distribution of
assets, or liquidation rights without the affirmative vote or consent of the
holders of two-thirds of the outstanding shares of $2.50 Preferred Stock, voting
as a class. The holders of the $2.50 Preferred Stock have non-cumulative voting
rights.
CONVERSION RIGHTS
Each share of $2.50 Preferred Stock is convertible at any time at the option
of the holder thereof into 1.875 fully paid and nonassessable shares of Common
Stock of the Corporation. No payment or adjustment in respect of cash dividends
on the $2.50 Preferred Stock or Common Stock will be made upon conversion. The
conversion rate is subject to adjustment from time to time in the event of the
payment of dividends upon the Common Stock in shares of Common Stock or in
securities convertible into Common Stock, subdivision or combination of
outstanding shares of Common Stock, reclassification or change of outstanding
Common Stock, consolidation or merger, or sale or conveyance of all or
substantially all of the property of the Corporation. No adjustment of the
conversion rate will be made by reason of the issue of shares of Common Stock
for cash, property or services. No fractional shares of Common Stock will be
issued, but any fraction shall be adjusted in cash unless the board of directors
of the Corporation shall determine to adjust them by the issuance of fractional
scrip certificates or in some other manner.
14
<PAGE>
LIQUIDATION RIGHTS
Upon liquidation, dissolution or winding up, before any distribution shall
be made to holders of shares of any stock (including the Common Stock) junior to
the $2.50 Preferred Stock, holders of the $2.50 Preferred Stock shall be
entitled to receive (i) $50 per share if such liquidation, dissolution or
winding up is involuntary or (ii) $55 per share if such liquidation, dissolution
or winding up is voluntary, plus, in each case, all accrued and unpaid
dividends.
PRE-EMPTIVE RIGHTS
No holders of shares of $2.50 Preferred Stock have any pre-emptive right to
subscribe for or purchase any additional capital stock or securities convertible
into capital stock of the Corporation.
REDEMPTION PROVISIONS
The $2.50 Preferred Stock is callable for redemption by the Corporation at
its option at any time. The redemption price is $55 per share plus all accrued
and unpaid dividends thereon to the date of redemption. The Corporation has not
called any of the $2.50 Preferred Stock as of June 30, 1995.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation, being incorporated under the Delaware General Corporation
Law, is empowered by Section 145 of such Law, subject to the procedures and
limitations stated therein, to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in the defense of any threatened, pending or
completed action, suit or proceeding in which such person is made a party by
reason of his or her being or having been a director or officer of the
Corporation. The statute provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a person
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors, or otherwise.
The Certificate of Incorporation of the Corporation provides, subject to
certain procedures and limitations stated therein, that the Corporation shall
indemnify any person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him or
her in the defense of any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of his or her being or
having been a director or officer of the Corporation. The indemnification is not
exclusive of other rights of indemnification to which a person may be entitled
under any statute, by-law, agreement, vote of stockholders or disinterested
directors, or otherwise.
The Corporation maintains an insurance policy under which its officers and
directors are insured, within the limits and subject to the limitations of the
policy, against any "loss" arising from any claim or claims made against them in
their respective capacities of directors or officers. "Loss" is specifically
defined to include compensatory damages, punitive damages, settlements and claim
expenses and to exclude fines or penalties imposed by law, taxes, any obligation
assumed by the Corporation as an insurer or reinsurer under any policy or
contract, the return of premium or commissions, benefits under any employee
benefit plan, contributions to an employee benefit plan and matters which are
uninsurable under any applicable law. The policy also provides for reimbursement
to the Corporation for any indemnification of officers or directors as
authorized by the Certificate of Incorporation, any statute, by-law, agreement,
vote of stockholders or disinterested directors, or otherwise.
15
<PAGE>
Insofar as indemnification of liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Corporation pursuant to the foregoing provisions, the Corporation has been
informed 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.
EXPERTS
The consolidated financial statements of Washington National Corporation
incorporated by reference in Washington National Corporation's Annual Report on
Form 10-K for the year ended December 31, 1994 have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
LEGAL OPINION
The legality of the Common Stock has been passed upon by Thomas Pontarelli,
300 Tower Parkway, Lincolnshire, Illinois 60069.
16
<PAGE>
- -------------------------------------------
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- -------------------------------------------
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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS, AND IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFERING OF ANY SECURITIES OTHER THAN THOSE TO
WHICH IT RELATES, OR AN OFFERING OF THOSE WHICH IT RELATES TO ANY PERSON IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. THE DELIVERY OF
THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------------
CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
The Corporation................................ 2
Use of Proceeds................................ 2
Documents Incorporated
by Reference................................. 2
Available Information.......................... 2
Automatic Dividend Reinvestment
and Stock Purchase Plan...................... 3
Description of Capital Stock................... 12
Indemnification of Directors and Officers...... 15
Experts........................................ 16
Legal Opinion.................................. 16
</TABLE>
WASHINGTON
NATIONAL
CORPORATION
COMMON STOCK
($5.00 PAR VALUE)
---------------
PROSPECTUS
---------------
AUTOMATIC DIVIDEND
REINVESTMENT AND
STOCK PURCHASE PLAN
---------------------
[LOGO]
- -------------------------------------------
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- -------------------------------------------
-------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Registration Statement Fees................................. $ 409.48
Printing Costs (excluding Stock Certificates)............... 2,500.00
Accounting Fees and Expenses................................ 2,500.00
Legal Fees and Expenses..................................... 1,000.00(estimated)
Miscellaneous............................................... 1,500.00
-----------
$ 7,909.48
-----------
-----------
</TABLE>
ITEM 15: INDEMNIFICATION OF DIRECTORS AND OFFICERS
WNC is empowered by Section 145 of the Delaware General Corporation Law,
subject to the procedures and limitations stated therein, to indemnify any
person against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in the
defense of any threatened, pending or completed action, suit or proceeding in
which such person is made a party by reason of his or her being or having been a
director or officer of WNC. The statute provides that indemnification to which a
person may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors, or otherwise.
The Certificate of Incorporation of WNC provides, subject to certain
procedures and limitations stated therein, that WNC shall indemnify any person
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in the defense of
any threatened, pending or completed action, suit or proceeding in which such
person is made a party by reason of his or her being or having been a director
or officer of WNC. The indemnification is not exclusive of other rights of
indemnification to which a person may be entitled under any statute, by-law,
agreement, vote of stockholders or disinterested directors, or otherwise.
WNC maintains an insurance policy under which its officers and directors are
insured, within the limits and subject to the limitations of the policy, against
any "loss" arising from any claim or claims made against them in their
respective capacities of directors or officers. "Loss" is specifically defined
to include compensatory damages, punitive damages, settlements and claim
expenses and to exclude fines or penalties imposed by law, taxes, any obligation
assumed by WNC as an insurer or reinsurer under any policy or contract, the
return of premium or commissions, benefits under any employee benefit plan,
contributions to an employee benefit plan and matters which are uninsurable
under any applicable law. The policy also provides for reimbursement to WNC for
any indemnification of officers or directors as authorized by the Certificate of
Incorporation, any statute, by-law, agreement, vote of stockholders or
disinterested directors, or otherwise.
ITEM 16: EXHIBITS
The Exhibits to this Registration Statement are listed in the Exhibit Index
which follows the signature pages.
ITEM 17: UNDERTAKINGS
(A) 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 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.
II-1
<PAGE>
(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 section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit 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.
(C) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 of the Securities Exchange Act of 1934;
and, where interim financial information required to be presented by Article 3
of Regulation S-X are not set forth in the prospectus, to deliver or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
II-2
<PAGE>
SIGNATURES
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Lincolnshire, State of Illinois, on the 15th day of
September, 1995.
WASHINGTON NATIONAL CORPORATION
(Registrant)
By: /s/ Robert W. Patin
-----------------------------------
Robert W. Patin
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
- ---------------------------- ------------------------------ ------------------
* Frederick R. Blume
- ---------------------------- Director
Frederick R. Blume
* W. Francis Brennan
- ---------------------------- Director
W. Francis Brennan
* Elaine R. Bond
- ---------------------------- Director
Elaine R. Bond
* Ronald L. Bornhuetter
- ---------------------------- Director
Ronald L. Bornhuetter
/s/ Joan K. Cohen
- ---------------------------- Vice President, Controller and
Joan K. Cohen Chief Accounting Officer
September 15, 1995
* Lee A. Ellis
- ---------------------------- Director
Lee A. Ellis
* John R. Haire
- ---------------------------- Director
John R. Haire
* Stanley P. Hutchison
- ---------------------------- Director
Stanley P. Hutchison
* George P. Kendall, Jr.
- ---------------------------- Director
George P. Kendall, Jr.
* Frank L. Klapperich, Jr.
- ---------------------------- Director
Frank L. Klapperich, Jr.
II-3
<PAGE>
NAME TITLE DATE
- ---------------------------- ------------------------------ ------------------
* Lee M. Mitchell
- ---------------------------- Director
Lee M. Mitchell
* Robert W. Patin Chairman of the Board,
- ---------------------------- President and Chief Executive
Robert W. Patin Officer and Director
September 15, 1995
* Rex Reade
- ---------------------------- Director
Rex Reade
/s/ Thomas C. Scott
- ---------------------------- Executive Vice President and
Thomas C. Scott Chief Financial Officer
* By /s/ Thomas
Pontarelli
- ----------------------------
Thomas Pontarelli
ATTORNEY-IN-FACT
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- -------- ----------------------------------------------------------------- ----
<C> <S> <C>
4. Instruments Defining Rights of Securityholders...................
The Certificate of Incorporation, as amended May 28, 1987, is
presented on pages 28 through 36 of WNC's annual report on Form
10-K for the year ended December 31, 1987, and is hereby
Incorporated by reference. The Rights Agreement, dated December
11, 1986, between WNC and rights agent. The First National Bank
of Chicago, is presented on pages 7 through 57 of WNC's report
on Form 8-K dated December 23, 1986. The By-Laws, as amended on
August 14, 1986, are presented on pages 42 through 47 of WNC's
annual report on Form 10-K for the year ended December 31,
1986, and are hereby incorporated by reference.
5. Opinion re Legality..............................................
23.1 Consent of Ernst & Young LLP.....................................
23.2 Consent of Counsel...............................................
24. Power of Attorney................................................
</TABLE>
<PAGE>
EXHIBIT 5
September 15, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
I am counsel for Washington National Corporation, a Delaware corporation
(the "Corporation"), with respect to the proposed issuance and sale of 50,000
shares of authorized and unissued Common Stock, $5.00 par value ("Common
Stock"), of the Corporation under the Corporation's Automatic Dividend
Reinvestment and Stock Purchase Plan (the "Plan"). In this connection, I have
assisted in the preparation of the Registration Statement on Form S-3 executed
September 15, 1995 and filed with the Securities and Exchange Commission with
respect to the proposed issuance and sale of the Common Stock under the Plan
("Registration Statement"). I am familiar with the proceedings and related
documents whereby the Executive Committee of the Board of Directors of the
Corporation adopted certain resolutions authorizing the issuance and sale of the
Common Stock, and I have examined such questions of law as I have considered
necessary or appropriate for the purposes of this opinion.
On the basis thereof, I am of the opinion that, assuming the Registration
Statement is then effective and the Common Stock is issued in accordance with
the terms and provisions of the Plan and with the applicable resolutions adopted
by the Board of Directors of the Corporation, the Common Stock will be legally
issued, fully paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to said
Registration Statement of the Corporation to be filed with the Securities and
Exchange Commission under the Securities Act of 1933.
Sincerely,
/S/ THOMAS PONTARELLI
Thomas Pontarelli
TP/sr
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Washington National
Corporation for the registration of 50,000 shares of its common stock and to the
incorporation by reference therein of our reports dated February 13, 1995 with
respect to the consolidated financial statements of Washington National
Corporation incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1994 and March 24, 1995 with respect to the related
financial statement schedules included therein, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
September 15, 1995
<PAGE>
EXHIBIT 23.2
The Consent of Thomas Pontarelli, counsel for the Corporation, is contained
in his opinion as Exhibit 5 to this Registration Statement.
<PAGE>
EXHIBIT 24
I, Craig R. Edwards, hereby certify that the attached Power of Attorney is a
true and exact copy of said power as executed by the members of the Board of
Directors of Washington National Corporation on August 21, 1995.
/s/ Craig R. Edwards
--------------------------------------
VICE PRESIDENT, CORPORATE COUNSEL
AND CORPORATE SECRETARY
<PAGE>
RESOLUTION OF THE BOARD OF DIRECTORS OF
WASHINGTON NATIONAL CORPORATION
WHEREAS, a power of attorney was executed by the various officers and
directors of Washington National Corporation on March 12, 1992 and whereas such
power of attorney no longer accurately reflects the current composition of Board
of Directors of the Corporation, therefore it is in the best interest of the
Corporation to file an updated power of attorney to effectuate all filings
required under the Securities Act of 1933;
NOW, THEREFORE, BE IT RESOLVED:
1. All prior powers of attorney heretofore executed are hereby terminated.
2. The individual Directors of Washington National Corporation are hereby
authorized and directed to execute a new power of attorney in the form
submitted to this meeting.
POWER OF ATTORNEY
The undersigned Directors of Washington National Corporation hereby
constitute and appoint Robert W. Patin, Thomas Pontarelli and Thomas C. Scott
and each of them, their true and lawful attorneys and agents, to do any and all
acts and things and to execute on their behalf any and all instruments which
said attorneys or agents, or any of them, may deem necessary or desirable to
enable the Corporation to register 50,000 shares of the Corporation's Common
Stock and related Common Stock Purchase Rights for issuance under the terms of
the Corporation's Automatic Dividend Reinvestment and Stock Purchase Plan and
comply with:
a) the Securities Act of 1933 and any regulations of the Securities and
Exchange Commission in respect thereof in connection with the registration of
securities of the Corporation under the Securities Act of 1933, including
specifically but without limiting the generality of the foregoing, power and
authority to sign the name or names of any one or more of the Corporation and
the undersigned directors and officers to any documents filed as part of or in
connection with any filing required by the Securities Act of 1933, and any and
all amendments thereto, and any and all exhibits thereto, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof, and
b) the laws, rules and regulations of states in which appropriate action
shall be taken to qualify or register for sale all or such part of the
securities of this Corporation as said persons may deem necessary or advisable
in order to comply with the applicable laws or regulations of any such states,
and in connection therewith to execute and file all requisite papers and
documents, including, but not limited to applications, reports, surety bonds,
irrevocable consents and appointments of attorneys for service of process; and
the execution by such officers of any such paper or document or the doing by
them of any act in connection with the foregoing matters shall conclusively
establish the authority therefor from this Corporation and the approval and
ratification by this Corporation of the papers and documents so executed and the
action so taken.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this POWER OF ATTORNEY
dated August 21, 1995 in one or more counterparts.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------------------------------ ------------------------------------ -------------------
<C> <C> <S>
/s/ Frederick R. Blume
------------------------------------------- Director
Frederick R. Blume
/s/ Elaine R. Bond
------------------------------------------- Director
Elaine R. Bond
/s/ Ronald L. Bornhuetter
------------------------------------------- Director
Ronald L. Bornhuetter
/s/ W. Francis Brennan
------------------------------------------- Director
W. Francis Brennan
/s/ Lee A. Ellis
------------------------------------------- Director
Lee A. Ellis
/s/ John R. Haire
------------------------------------------- Director
John R. Haire
August 21, 1995
/s/ Stanley P. Hutchison
------------------------------------------- Director
Stanley P. Hutchison
/s/ George P. Kendall, Jr.
------------------------------------------- Director
George P. Kendall, Jr.
/s/ Frank L. Klapperich, Jr.
------------------------------------------- Director
Frank L. Klapperich, Jr.
/s/ Lee M. Mitchell
------------------------------------------- Director
Lee M. Mitchell
/s/ Robert W. Patin
------------------------------------------- Director
Robert W. Patin
/s/ Rex Reade
------------------------------------------- Director
Rex Reade
</TABLE>
