As filed with the Securities and Exchange Commission on March 14, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LINCOLN NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 35-1140070
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1300 South Clinton Street
Fort Wayne, Indiana 46802
(Address of principal executive offices)
Lincoln National Corporation
Employees' Savings and Profit-Sharing Plan
(Full title of the Plan)
Jack D. Hunter
1300 South Clinton Street
Fort Wayne, Indiana 46802
(219) 455-2000
(Name, address and telephone number of agent for service)
Calculation of Registration Fee
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee
registered price per offering
unit price
Lincoln 1,500,000 $41.06* $61,590,000* $21,236.23
National shares
Corp.
Common Stock
*Included solely for the purpose of calculating the registration fee.
Based upon the price of an actual share of LNC Common Stock on
March 10, 1994, calculated pursuant to Rule 457(c). In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit
plan(s) described herein.
The contents of two earlier Registration Statements, File Nos. 33-13605
and 33-59444, are hereby incorporated into this Registration Statement
by reference.
Item 8. Exhibits. In addition to those exhibits previously filed under
Item 8 to the Registration Statements incorporated herein by reference,
the following exhibits are included with this Registration Statement in
accordance with General Instruction E to Form S-8.
5 Opinion of Dennis L. Schoff, Esq., regarding legality
23(a) Consent of Dennis L. Schoff, Esq. (included in Exhibit 5)
23(b) Consent of Ernst & Young, Independent Auditors
POWER OF ATTORNEY
LET IT BE KNOWN that each officer or director of Lincoln National
Corporation whose signature appears in paragraph (b) under
"SIGNATURES" below revokes all Powers of Attorney authorizing
any person to act as his/her attorney-in-fact relative to the Lincoln
National Corporation Employees' Savings and Profit-Sharing Plan
which were previously executed by him/her and appoints Dennis L.
Schoff, John L. Steinkamp, and C. Suzanne Womack, jointly and
severally, his/her attorneys-in-fact, with power of substitution, for
him/her in all capacities, to sign amendments and post-effective
amendments to the Registration Statement of Lincoln National
Corporation Employees Savings and Profit-Sharing Plan and to file
such amendments with exhibits with the Securities and Exchange
Commission, hereby ratifying all that each attorney-in-fact may do
or cause to be done by virtue of this power.
SIGNATURES
(a) THE REGISTRANT. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Fort Wayne, State of Indiana, on the
10th day of March, 1994.
LINCOLN NATIONAL CORPORATION
By:/S/Robert A. Anker
Robert A. Anker, President and
Chief Operating Officer
(b) Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below
by the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/Ian M. Rolland Chairman of the Board & 3-10-94
(Ian M. Rolland) Director (Principal Executive
Officer)
/s/Robert A. Anker President, Chief Operating 3-10-94
(Robert A. Anker) Officer and Director
/s/Donald L. VanWyngarden Second Vice President & 3-14-94
(Donald L. VanWyngarden) Controller (Principal
Accounting Officer
/s/Richard C. Vaughan Senior Vice President 3-10-94
(Richard C. Vaughan) (Principal Financial Officer)
/s/J. Patrick Barrett Director 3-10-94
(J. Patrick Barrett)
/s/Thomas D. Bell, Jr. Director 3-10-94
(Thomas D. Bell, Jr.)
/s/Daniel R. Efroymson Director 3-10-94
(Daniel R. Efroymson)
____________________ Director __________
(Harry L. Kavetas)
/s/M. Leanne Lachman Director 3-10-94
(M. Leanne Lachman)
/s/Leo J. McKernan Director 3-10-94
(Leo J. McKernan)
/s/Earl L. Neal Director 3-10-94
(Earl L. Neal)
/s/John M. Pietruski Director 3-10-94
(John M. Pietruski)
/s/Jill S. Ruckelshaus Director 3-10-94
(Jill S. Ruckelshaus)
/s/Gordon A. Walker Director 3-10-94
(Gordon A. Walker)
/s/Gilbert R. Whitaker, Jr. Director 3-10-94
(Gilbert R. Whitaker, Jr.)
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the Members of the LNC Benefits Investment Committee
have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Fort Wayne, State of Indiana, on the 14th day of March, 1994.
LINCOLN NATIONAL CORPORATION
EMPLOYEES' SAVINGS AND
PROFIT-SHARING PLAN
By:/s/Jon A. Boscia
Jon A. Boscia, Chairman
Lincoln National Corporation
Benefits Investment Committee
EXHIBIT INDEX
5 Opinion of Dennis L. Schoff, Esq., regarding legality
24(a) Consent of Dennis L Schoff, Esq. (included in Exhibit 5)
24(b) Consent of Ernst & Young, Independent Auditors
LINCOLN NATIONAL CORPORATION
1300 South Clinton Street
Fort Wayne, Indiana 46802
219-455-1263
March 14, 1994
Securities and Exchange Commission
Division of Corporation Finance
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
Re: Lincoln National Corporation Employees'
Savings and Profit-Sharing Plan ("Plan")
Ladies and Gentlemen:
I have acted as counsel for Lincoln National Corporation, an Indiana
corporation ("Lincoln"), in connection with the registration of
1,500,000 shares of the Issuer's Common Stock, together with an
indeterminate amount of plan interests to be offered pursuant to the
Plan.
At the request of the Management of Lincoln National Corporation,
I have made such examination of law and have examined such records and
documents as I have deemed necessary to render the opinion expressed below.
Upon receipt by the Corporation of payment as contemplated in the
offer to the Trustee, and upon issuance of the Shares, in my opinion the
Shares will be legally issued, fully paid and non-assessable.
I hereby consent to inclusion of this opinion as an exhibit to this
Registration Statement on Form S-8.
Sincerely,
/s/ Dennis L. Schoff
Dennis L. Schoff
Assistant General Counsel
Consent of Ernst & Young, Independent Auditors
We consent to the incorporation by reference in this Registration
Statement (Form S-8) pertaining to the Lincoln National Corporation
Employees' Savings and Profit-Sharing Plan of our reports (a) dated
February 11, 1993, with respect to the consolidated financial
statements and schedules of Lincoln National Corporation
included and incorporated by reference in its Annual Report (Form
10-K) and (b) dated June 4, 1993, with respect to the financial
statements of Lincoln National Corporation Employees' Savings and
Profit-Sharing Plan included in the Plan's Annual Report (Form
11-K), both for the year ended December 31, 1992, filed with
the Securities and Exchange Commission.
Fort Wayne, Indiana
March 10, 1994
/S/ Ernst & Young
Ernst & Young
