As filed with the Securities and Exchange Commission on April
1, 1994
Registration No. 33-51415
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
POST-EFFECTIVE AMENDMENT NO. 1 TO THE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(WITH S-8 INFORMATION ABOUT LINCOLN NATIONAL CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN FOR AGENTS)
(formerly the Lincoln National Corporation Executive Savings and
Profit-Sharing Plan for Agents)
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 No.)
200 East Berry Street
Fort Wayne, Indiana 46802
(219)455-2000
(Address and telephone number of principal executive offices)
Jack D. Hunter
200 East Berry Street
Fort Wayne, Indiana 46802
(219)455-2000
(Name, address and telephone number of agent for service)
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]
<PAGE>
LINCOLN NATIONAL CORPORATION
Cross Reference Sheet
Showing Location in Prospectus of Information Required by Items
of Form S-3 Pursuant to Item 501(b) of Regulation S-K.
Item of Form S-3 Location in Prospectus
Item 1. Forepart of the Registration Forepart of Registration
Statement and Outside Statement and Outside
Cover Page of Prospectus Cover Page of Prospectus
Item 2. Inside Front and Outside Back Inside Front and Outside
Cover Pages of Prospectus Back Cover Pages of
Prospectus
Item 3. Summary Information, Risk General Information
Factors and Ratio of Earnings
to Fixed Charges
Item 4. Use of Proceeds Not Applicable
Item 5. Determination of Offering Not Applicable
Price
Item 6. Dilution Not Applicable
Item 7. Selling Security Holders Not Applicable
Item 8. Plan of Distribution Summary of the Plan;
Distribution of Stock to
the Trustee
Item 9. Description of Securities Phantom Share Units of
to be Registered Lincoln National
Corporation Common
Stock
Item 10. Interests of Named Experts Not Applicable
and Counsel
Item 11. Material Changes Not Applicable
Item 12. Incorporation of Certain Incorporation of
Information by Reference Additional Documents by
Reference
Item 13. Disclosure of Commission Indemnification of
Position on Indemnification Officers, Directors,
for Securities Act Liabilities Employees and Agents
<PAGE>
LINCOLN NATIONAL CORPORATION
Cross Reference Sheet
Showing location in Prospectus of Information Required by Items 1
and 2 of Form S-8, Pursuant to Item 501(b) of Regulation S-K.
Item 1. Plan Information
Paragraph Location in Prospectus
(a) General Plan Information Outside Front Cover Page
of Prospectus; SUMMARY OF
THE PLAN
(b) Securities to be Offered Outside Front Cover Page
of Prospectus; GENERAL
INFORMATION; SUMMARY OF THE
PLAN; PHANTOM SHARE UNITS OF
LINCOLN NATIONAL CORPORATION
COMMON STOCK
(c) Agents Who May Participate Outside Front Cover Page of
the Plan the Prospectus; SUMMARY OF
THE PLAN
(d) Purchase of Securities Pursuant SUMMARY OF THE PLAN
to the Plan and Payment for
Securities Offered
(e) Resale Restrictions Not Applicable
(f) Tax Effects of Plan SUMMARY OF THE PLAN
Participation
(g) Investment of Funds SUMMARY OF THE PLAN
(h) Withdrawal from the Plan; SUMMARY OF THE PLAN
Assignment of Interest
(i) Forfeitures and Penalties RISK FACTORS; SUMMARY OF
THE PLAN; PHANTOM SHARE
UNITS OF LNC COMMON STOCK
(j) Charges and Deductions GENERAL INFORMATION
and Liens Therefor
Item 2. Registrant Information INCORPORATION OF
and Employee Plan Annual ADDITIONAL DOCUMENTS BY
Information REFERENCE
<PAGE>
LINCOLN NATIONAL CORPORATION
200 E. Berry Street
Fort Wayne, Indiana 46802
(219)455-2000
LINCOLN NATIONAL CORPORATION EXECUTIVE DEFERRED COMPENSATION
PLAN
FOR AGENTS
(including the Lincoln National Corporation
Phantom Stock Plan for Agents)
Offering
Plan Interests in the Plan and
Phantom Share Units of the Common Stock, Without Par Value, of
LINCOLN NATIONAL CORPORATION
This Prospectus relates to an indeterminate number of "Plan
Interests" in the Lincoln National Corporation Executive Deferred
Compensation Plan for Agents (the Plan), formerly known as the
Lincoln National Corporation Executive Savings and Profit-Sharing
Plan for Agents. It also relates to 112,500 Phantom Share Units
of Common Stock of Lincoln National Corporation (LNC), being
offered and sold to a select group of "Participants", consisting
of highly compensated individuals holding a full-time agent's
contract with The Lincoln National Life Insurance Company, and of
similarly situated individuals associated with affiliates and
subsidiaries of Lincoln National Corporation (the "Corporation").
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.
NOTE: TWO (2) OF THE TWELVE INVESTMENT OPPORTUNITIES AVAILABLE
TO PARTICIPANTS MIRROR HIGH-RISK COMMON STOCK FUNDS. SEE PAGE
OF THIS PROSPECTUS.)
No person is authorized to give any information or to make any
representation not contained in this Prospectus and, if given or
made, such information or representation must not be relied upon
as having been authorized by Lincoln National Corporation or the
Plan. This Prospectus does not constitute an offer to sell or
the solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to or from any person to whom it is
unlawful to make or solicit such offer in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication
that there has or has not been any change in the information
contained herein since the date hereof.
The date of this Prospectus is April 30, 1994.
<PAGE>
TABLE OF CONTENTS
Page
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . .
RISK FACTORS - GENERAL . . . . . . . . . . . . . . . . . .
SUMMARY OF THE PLAN . . . . . . . . . . . . . . . . . . .
Purposes . . . . . . . . . . . . . . . . . . . . . . .
Distribution . . . . . . . . . . . . . . . . . . . .
Duration . . . . . . . . . . . . . . . . . . . . . .
ERISA . . . . . . . . . . . . . . . . . . . . . . .
Inquiries by Participants. . . . . . . . . . . . . .
Eligibility and Participation. . . . . . . . . . . .
Securities to be Offered . . . . . . . . . . . . . .
Purchase of Phantom Units. . . . . . . . . . . . . .
Changing Investment Selections . . . . . . . . . . .
Reports to Participants. . . . . . . . . . . . . . .
Investment of Deferred Amounts and Employer Match. .
Certain Tax Consequences of Plan Participation . . .
Investment Options Under the Plan. . . . . . . . . .
Risk Factors-Specific
Valuation of Investments . . . . . . . . . . . . . .
Expenses of the Plan . . . . . . . . . . . . . . . .
Accounts . . . . . . . . . . . . . . . . . . . . . .
Non-Renewal of Participation; Withdrawals
of Funds Prior to Termination. . . . . . . . .
Distributions. . . . . . . . . . . . . . . . . . . .
Beneficiary Designation. . . . . . . . . . . . . . .
Assignment . . . . . . . . . . . . . . . . . . . . .
Termination or Amendment of the Plan; Suspension
of Operation of a Provision of the Plan. . . .
Plan Administration. . . . . . . . . . . . . . . . .
The Plan Has No Assets . . . . . . . . . . . . . . .
Participation Interests Are Securities . . . . . . .
Financial Statements . . . . . . . . . . . . . . . .
PHANTOM SHARE UNITS OF LINCOLN NATIONAL
CORPORATION COMMON STOCK . . . . . . . . . . . . . .
Description of LNC Common Stock. . . . . . . . . . .
Dividend Rights. . . . . . . . . . . . . . . . . . .
Voting Rights. . . . . . . . . . . . . . . . . . . .
Liquidation Rights . . . . . . . . . . . . . . . . .
Pre-emptive Rights . . . . . . . . . . . . . . . . .
Assessment . . . . . . . . . . . . . . . . . . . . .
Modification of Rights . . . . . . . . . . . . . . .
Other Provisions . . . . . . . . . . . . . . . . . .
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES
AND AGENTS. . . . . . . . . . . . . . . . . . . . . .
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . .
INCORPORATION OF ADDITIONAL DOCUMENTS BY REFERENCE. . . .
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<PAGE>
Lincoln National Corporation is subject to the informational
requirements of the Securities and Exchange Act of 1934 and in
accordance therewith files reports and other information with
the Securities and Exchange Commission. Such reports, proxy
statements and other information can be inspected and copied at
the Commission's Public Reference Room: 450 Fifth Street,
N.C., Room 1024, Washington, D.C.; and at certain of its Regional
Offices located at Room 1204, Everest McKinley Darken Building,
219 South Dearborn Street, Chicago, Illinois 60604; and at the
Federal Building, 75 Park Place, Room 1228, New York, New York
10007. Copies of these materials may also be obtained from the
Commission at prescribed rates by mailing a request to the Public
Reference Branch, Securities and Exchange Commission, Washington,
D.C. 20549. Such reports, proxy statements and other information
can also be inspected at the offices of the New York, Midwest,
Pacific, London and Tokyo Stock Exchanges. In addition, Lincoln
National Corporation will provide without charge to each person
to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the information
that has been incorporated by reference into this Prospectus
(excluding unincorporated exhibits) but not delivered with it.
Such request should be made to C. Suzanne Womack, Secretary,
Lincoln National Corporation, 200 East Berry Street, Fort Wayne,
Indiana 46802, telephone: (219)455-3271.
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<PAGE>
GENERAL INFORMATION
This prospectus for The Lincoln National Corporation Executive
Savings and Profit-Sharing Plan for Agents, now known as the
Lincoln National Corporation Executive Deferred Compensation Plan
for Agents (the Plan), first became effective January 12, 1994.
A phantom stock feature forms part of the Plan, by way of a
separate plan document entitled, "Lincoln National Corporation
Phantom Stock Plan for Agents". The plan document for the LNC
phantom stock plan is incorporated by reference into the deferred
compensation plan. Thus the two plans have been effectively
combined into one, and, except where reference to one or the
other is appropriate, they are discussed collectively throughout
this Prospectus as the "Plan". The Plan affords eligible
Participants a convenient and systematic method of saving through
deferral of a portion of their compensation. Under the Plan
there are twelve investment opportunities, one of which offers
Phantom share units in Lincoln National Corporation ("LNC") Stock
(see "Investment of Contributions"). [NOTE: The phantom units
of LNC stock are expected to become available in the second
quarter of 1994.] The plan is completely unfunded and holds no
assets. As such, no liens may be created against the Plan.
Amounts designated as attributable to Participants are at all
times subject to the claims of general creditors of LNC.
LNC, an Indiana corporation, is an insurance holding company
which provides through its subsidiaries and on a national basis
life and health insurance and annuities, property-casualty
insurance, reinsurance and other financial services. The Lincoln
National Life Insurance Company, LNC's largest subsidiary, is one
of the largest stockholder-owned life insurers in the United
States. The principal executive offices of LNC are at 200 East
Berry Street, Fort Wayne, Indiana 46802. Its telephone number is
(219)455-2000.
The major features of the Plan, as amended, are described below.
The statements contained in this Prospectus concerning the Plan
are brief summaries and are qualified in their entirety by
reference to the terms of the Plan itself. Copies of the Plan
may be examined by eligible Participants and their beneficiaries
upon request at the principal executive offices of LNC.
RISK FACTORS - GENERAL
The principal risk associated with participation in the Plan is
that of a general unsecured creditor of an Employer (i.e., LNC or
any individual subsidiary) -- namely, that in the event of
insolvency of the Employer there will be insufficient assets to
pay the Participant according to the terms of the Plan.
There are also investment risks associated with one or more of
the investment options available under the Plan. In particular,
a Participant who invests in the account which mirrors the
performance of the Lincoln National Special Opportunities Fund
Sub-Account indirectly assumes the risks associated with an
aggressive, high-risk common stock fund. In general, a
number of the investment opportunities indirectly assume
investment risks associated with one or more of the following:
foreign investments and foreign currency hedging; use of
derivative instruments (options, futures and others); purchase of
high-yield/high-risk (junk) bonds; and others. More information
on these risks may be obtained from the administrator of the
Plan. See, also, Risk Factors - Specific, below.
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<PAGE>
SUMMARY OF THE PLAN
Purposes
The purposes of the Plan are to provide an incentive for
Participants to achieve benchmark performance for LNC; to
encourage them to remain with LNC (or with the appropriate
subsidiary of LNC) for many years; and to afford each Participant
the opportunity to defer a portion of his or her compensation
into a number of phantom investment media, including phantom
stock units which replicate the performance of LNC Common Stock.
Distribution
Compensation deferred under the Plan will result in the
establishment of an account in the name of each Participant. At
least annually each Participant will elect the investment options
into which he or she wants the deferred amounts directed.
Appropriate amounts will then be credited to those options. The
Employer involved has the discretion to add, eliminate or change
the investment options, at Employer's sole discretion. No actual
shares of stock of any kind are held in or by the Plan. The
investment selections are accounting entries which 'mirror' the
activity of LNC common stock and of certain investment products
issued by one or more subsidiaries of LNC.
Duration
The Plan will be continuous in duration. If any provision is
deemed invalid or unenforceable the remaining provisions will
continue in effect. The Plan may be terminated, amended or
modified at any time in any respect which the Benefits Committee
deems advisable, except that the LNC Compensation Committee shall
control the termination, amendment or modification of those
features of the Plan involving the phantom units of LNC Common
Stock.
ERISA
The Plan is subject to certain provisions of ERISA, including the
reporting and disclosure requirements found in Part 1 of Title I
of ERISA. The Plan is not subject to many other ERISA
provisions, including but not limited to the following: minimum
participation and vesting standards imposed by Part 2 of Title I;
Minimum funding standards imposed by Part 3 of Title I; the
fiduciary responsibility requirements imposed by Part 4 of Title
I; or Plan termination insurance provided by the Pension Benefit
Guaranty Corporation under Title IV. The Plan is not intended to
be a qualified plan under Section 401(a) of the Internal Revenue
Code of 1986.
Inquiries by Participants
Participants who have questions concerning the plan may contact a
benefits consultant of LNL or American States Personnel
Department, Stop 2C08, 1300 South Clinton Street, Fort Wayne,
Indiana, 46802, or phone (219)-455-2700.
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<PAGE>
Eligibility and Participation
Each Employer (as defined above) has complete discretion to
determine the eligibility of Agents to participate in the Plan,
provided, however, that all Participants, in order to be
eligible, must be members of a select group of management, highly
compensated employees, or highly compensated individuals holding
a Agent's contract with an Employer. Eligibility, once
determined, will apply to both elements of the Plan (i.e., the
executive deferred compensation and the phantom LNC stock
unit elements). In other words, there will be no separate
eligibility criteria for each of these two elements of the Plan.
An eligible Agent may become a Participant in the Plan by filing
an appropriate Election Form with the plan's administrator. That
form will designate the amount of compensation to be deferred,
the Participant's beneficiary, and the investment options into
which the compensation is to be deferred.
Election Forms are available from the LN PERSONNEL DEPARTMENT --
Benefit Section. Participation in the Plan will become effective
on the Enrollment Date (which is defined as January 1) next
following the date the form is received by the LN Personnel
Department.
Agents may elect to defer up to 70% of first year commissions on
insurance policies and may elect to have any amount that would
have been contributed to the 401(k) Plan on his or her behalf
but for legal constraints on contributions (up to 6% of
compensation) placed into the Plan.
In addition, provided the Participant has made Pre-Tax
Contributions to his or her 401(k) plan in the maximum amount
permitted by that plan for any calendar year, the Employer will
contribute an amount equal to the 'Match'. The 'Match' is
defined in this Plan as: a contribution to the Plan made by the
Employer equal to: (i) six percent (6%) of the Participant's
Compensation for such year multiplied by the percentage specified
in subsection 4.1(b) of the 401(k) Plan for such calendar year,
less (ii) the actual Employer contribution to the 401(k) Plan
pursuant to subsection 4.1 thereof for such calendar year, less
(iii) the amount credited by the Employer to The Lincoln National
Life Insurance Company Agents' Supplemental Savings and
Profit-Sharing Plan on behalf of the Participant for such
calendar year and, less (iv) any amount the Employer
decides to pay to the Participant in cash in lieu of the Match.
The Match initially will be credited to LNC phantom stock
units.
As of January 1, 1994, there were 26 Participants in the Plan.
THE EMPLOYERS MAKE NO RECOMMENDATIONS AS TO WHETHER ANY
ELIGIBLE
AGENT SHOULD OR SHOULD NOT MAKE VOLUNTARY CONTRIBUTIONS TO THE
PLAN.
Securities to be Offered
The Plan is offering an indeterminate number of plan interests,
depending upon the amount of compensation deferred by the
Participants. These plan interests will take the form of phantom
units of participation in the
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<PAGE>
various investment funds indicated on the Election Form. In
addition, the Plan has registered 112,500 phantom share units of
LNC stock, into which Participants may also elect to defer
compensation, when this option becomes available.
Purchase of Phantom Units
Individuals deemed eligible for participation in the Plan may
defer compensation as long as they continue to meet the
definition of 'Participant'. The price of the securities will
mirror the value of the participation units of the investment
option in which they elect to participate. Compensation deferred
into phantom units of LNC Common Stock will mirror the price of
individual shares of LNC Common Stock. (See "Comparative
Performance of Investment Funds", below.)
Changing Investment Selections
A Participant may request a change of his or her investment
selections at any time by executing a new Election Form, dating
it, and returning it to the Benefits Section of LNL Personnel
Department. Reallocations will become effective as of the date
on which LN Personnel approves and implements the investment
changes. Alternatively, a Participant may request a change in
his or her benefits selections by telephoning an LN Personnel
benefits consultant and such LN Personnel benefits consultant
will fill out the Election Form on the Participant's behalf.
Reports to Participants
Once each calendar quarter Participants will receive a written
report of their account, and the sub-accounts into which their
compensation is deferred, showing the number and then-current
value of their phantom units. Participants will also receive
confirmation statements reflecting changes to investment
selections.
Investment of Deferred Amounts and Employer Match
No underlying securities will be purchased or held by the Plan.
Investment experience under the Plan will be effected by
accounting entries only, and any payout under this Plan will be
at all times subject to the general creditors of LNC and its
subsidiaries.
Certain Tax Consequences of Plan Participation
The following discussion provides a general overview of some of
the likely tax consequences of Participation in the Plan. Each
individual participating in the Plan should consult a tax advisor
for more specific tax information based on his or her own
particular circumstances.
All contributions are regarded as unfunded liabilities of LNC or
one of its affiliates or subsidiaries. Participation in the Plan
and amounts being credited to the Participant's Account will
not result in taxable income to the Participant. Only when the
Participant has the right to actually receive funds from the Plan
will the Participant be required to recognize income for Federal
income tax purposes. LNC, its affiliates and subsidiaries will
not be entitled to a deduction until such time as the amount of
the liability is sufficiently fixed and determined for Federal
income tax purposes to justify such a deduction.
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<PAGE>
FICA will be assessed according to the provisions of I.R.C.
Section 3121 (v); consequently, some or all contributions may be
subject to FICA at the time the contribution is credited to a
Participant's account, and deductions to Participant accounts to
cover the individual's share of FICA may be made when
appropriate.
Investment Options Under the Plan
At the election of a Participant compensation may be deferred
under the Plan into any one or more of the following sub-accounts
under the Plan. One sub-account will mirror the performance
of LNC Common Stock. The others will mirror the investment
performance of the sub-accounts of Lincoln National Variable
Annuity Account C.
This is a brief description of the twelve current investment
options for which phantom sub- accounts may be established:
1. Lincoln National Bond Fund, Inc. is a diversified
open-end management investment company whose investment
objective is maximum current income consistent with a
prudent investment strategy. The Fund pursues this
objective by investing in a diversified portfolio
consisting primarily of medium to long-term debt
securities.
2. Lincoln National Growth Fund, Inc. is a diversified
open-end management investment company whose investment
objective is long-term capital appreciation. The Fund
pursues this objective by investing primarily in a
portfolio of common stock and securities convertible
into common stock.
3. Lincoln National International Fund, Inc. is a
diversified, open-end management investment company
whose investment objective is long-term capital
appreciation. The Fund pursues this objective through
a strategic policy of investing primarily in a
portfolio of equity and equity-linked securities issued
outside the United States.
4. Lincoln National Managed Fund, Inc. is a diversified
open-end management investment company whose investment
objective is max mum long-term total return (capital
gains plus income) consistent with prudent investment
strategy. The Fund pursues this objective by investing
primarily in a portfolio of bonds, stocks, money market
instruments and securities convertible into common
stock.
5. Lincoln National Money Market Fund, Inc. is a
diversified open-end management investment company
whose investment objective is maximum current income
consistent with the preservation of capital. The Fund
pursues this objective by investing primarily in a
portfolio of short-term money market instruments
generally maturing within one year from date of
purchase.
6. Lincoln National Putnam Master Fund, Inc. is a
diversified, open-end management investment company
whose investment objective is long-term total return
consistent with preservation of capital. The Fund
pursues this objective by allocating Fund assets among
several categories of equity and fixed income
securities, both of U.S. and foreign issuers.
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<PAGE>
7. Lincoln National Social Awareness Fund, Inc. is a
diversified, open-end management investment company
whose investment objective is long-term capital
appreciation. The fund pursues this objective by
investing primarily in a portfolio of common stock and
securities convertible into common stock, all selected
in accordance with certain Social Criteria.
8. Lincoln National Special Opportunities Fund, Inc. is a
non-diversified open-end management investment company
whose investment objective is maximum capital
appreciation. Realization of current investment income
is not expected to be significant. The Fund pursues
this objective by investing primarily in a portfolio of
common stock and securities convertible into common
stock (including but not limited to securities of
relatively small or new companies, securities of
seasoned, established companies which appear to have
appreciation potential, new issues of securities, and
securities with limited marketability). This is an
aggressive, high-rish common stock fund.
9. Lincoln National Aggressive Growth Fund, Inc. is a
diversified, open-end management investment company
whose investment objective is to maximize capital
appreciation. The Fund pursues its objective by
investing primarily in a diversified portfolio of
equity securities of small- and medium-sized companies
which have a dominant position within their industry,
are undervalued, or have potential for growth in
earnings.
10. Lincoln National Capital Appreciation Fund, Inc. is a
diversified, open-end management investment company
whose investment objective is long-term growth of
capital in a manner consistent with preservation of
capital. The Fund pursues its objective through a
Strategic Policy of investing primarily in a
diversified portfolio of common stock (and securities
convertible into common stock) of issuers of all sizes,
with particular emphasis on issuers with earnings
growth potential that may not be recognized in the
market. Investment income will not be a major
consideration. Because this Fund may invest up to 35%
of its assets in "junk bonds," it is a high-risk
investment.
11. Lincoln National Equity-Income Fund, Inc. is a
diversified, open-end management investment company
whose investment objective is to seek reasonable income
by investing primarily in income-producing equity
securities. In choosing these securities, the Fund
will also consider the potential for capital
appreciation. The Fund's goal is to achieve a yield
which exceeds the composite yield on the securities
comprising the Standard & Poor's 500 Composite Stock
Price Index.
Risk Factors - Specific
Because of fluctuations in the stock market which are generally
inherent in common stock investing, it should be noted that
mirroring investments in equity (i.e., stock) funds is generally
more risky than mirroring investment in bond funds, the short
term fund or the guaranteed fund.
Foreign Securities. Mirroring investments in foreign securities
involve risks that are different in some respects from
investments in securities of U.S. issuers, such as the risk of
fluctuations in the value of the currencies in which they are
denominated; the risk of adverse political and economic
developments; and, with respect to certain countries, the
possibility of expropriation, nationalization, or confiscatory
taxation of limitations on the removal of funds or other assets
of the particular fund in question. Securities of same foreign
countries are less liquid and more volatile than securities of
comparable domestic companies.
There may be less publicly available information about foreign
issuers than domestic issuers, and foreign issuers generally are
not subject to the uniform accounting, auditing and financial
reporting standards, practices and requirements applicable to
domestic issuers. Delays may be encountered in settling
securities transactions in certain foreign markets and
the fund in question will incur costs in converting foreign
currencies into U.S. dollars. Custody charges are generally
higher for foreign securities. Special currency-hedging
strategies may also be necessary as the relationship of the
foreign issuer's currency to the U.S. dollar changes.
High-Yield/High Risk Bonds. Lower-rated bonds (including "junk
bonds") involve a higher degree of credit risk (the risk that the
issuer will not make interest or principal payments when due).
In the event of an unanticipated default, the Fund in question
would experience a reduction in its income, and could expect a
decline in the market value of the securities so affected.
During an economic downturn or substantial period of rising
interest rates, highly-leveraged issuers may experience
financial stress which would adversely affect their ability to
service their principal and interest payment obligations, to meet
projected business goals, and to obtain additional financing.
The market prices of lower-grade securities are generally less
sensitive to interest rate changes than higher rated investments,
but more sensitive to adverse economic or political changes, or
in the case of corporate issuers, individual corporate
developments. Periods of economic or political uncertainty
and change can be expected to result in volatility of prices of
these securities. Since the last major economic recession, there
has been a substantial increase in the use of high-yield debt
securities to fund highly-leveraged corporate acquisitions and
restructuring, so past experience with high-yield securities in a
prolonged economic downturn may not provide an accurate
indication of future performance during such periods.
Lower-rated securities may also have less liquid markets than
higher-rated securities, and their liquidity as well as their
value may be negatively affected by adverse economic conditions.
Adverse publicity and investor perceptions, as well as new or
proposed laws, may also have a negative impact on the market for
high-yield/high-risk bonds. Finally, unrated debt
securities--including sovereign debt of foreign governments--may
also be deemed high-risk securities by the fund in question.
In addition to the foregoing investment options, a Participant
may elect to defer contribution into:
12. Phantom share Units of LNC Common Stock. (See the
description of the stock provided later in this Prospectus.)
[Available second quarter, 1994.]
It should be noted that when you choose to mirror a single common
stock, such as LNC common stock, you are taking more risk than
you would be if you were to mirror a diversified pool consisting
of common stocks of companies with similar characteristics as
the LNC common stock.
THIS PLAN IS UNFUNDED. THEREFORE, PARTICIPANTS HAVE NO RIGHTS IN
THE ACTUAL SHARES OF ANY OF THE TWELVE OPTIONS LISTED ABOVE.
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The election of which investment funds to mirror is the
responsibility of the Agent and should be made in light of his or
her needs and objectives; however, each Employer reserves the
right to disregard the selections of Participants. The following
Table sets forth, for the various Investment Funds in the Plan,
other than the LNC phantom share units, the annual changes in
accumulation unit values for the insurance product which the
various investment options will mirror. For the LNC phantom
units, the table sets forth the closing prices for an actual
share of LNC Common Stock on the dates given. The comparisons
are based on past results of the Investment Funds (and past
prices for LNC Common Stock), and are not necessarily indicative
of future performance.
- 10 -
<PAGE>
**** Participants -- PLEASE READ: This table has been prepared
to assist you in making your selections under the Plan. However,
THE VALUE OF THIS INFORMATION IS LIMITED, AND YOU SHOULD CONSULT
A QUALIFIED INVESTMENT ADVISER BEFORE MAKING YOUR SELECTIONS.
****
COMPARATIVE PERFORMANCE OF INVESTMENT FUNDS
a) Percentage Increase/(Decrease) in Unit Value of
Variable Annuity Sub-Accounts1
Investment Plan Year
Fund 1993 1992 1991 1990 1989
Bond Sub-Account:
Accumulation Unit Value
--Beginning of Period $3.398 $3.181 $2.737 $2.591 $2.312
--End of Period 3.780 3.398 3.181 2.737 2.591
Percent Change: 11.24% 6.82% 16.22% 5.63% 12.07%
Growth Sub-Account:
Accumulation Unit Value
--Beginning of Period 4.084 4.050 3.125 3.126 2.611
--End of Period 4.579 4.084 4.050 3.125 3.126
Percent Change: 12.12% 0.84% 29.60% .03% 19.72%
International Sub-Account:
Accumulation Unit Value
--Beginning of Period .901 .990 1.000(2) ---3 ---3
--End of Period 1.243 .901 .990(2) --- ---
Percent Change: 37.96% (8.99%) (1.00%) --- ---
Managed Sub-Account
Accumulation Unit Value
--Beginning of Period 2.558 2.492 2.065 2.015 1.737
--End of Period 2.827 2.558 2.492 2.065 2.015
Percent Change: 10.52% 2.65% 20.68% 2.48% 16.00%
Money Market Sub-Account
Accumulation Unit Value
--Beginning of Period 2.044 1.996 1.907 1.783 1.651
--End of Period 2.079 2.044 1.996 1.907 1.783
Percent Change: 1.71% 2.40% 4.67% 6.95% 7.99%
Putnam Master Sub-Account
Accumulation Unit Value
--Beginning of Period 1.453 1.378 1.174 1.175 1.005
--End of Period 1.689 1.453 1.378 1.174 1.175
Percent Change: 16.24% 5.44% 1.38% (.09%) 16.91%
Social Awareness Sub-Account
Accumulation Unit Value
--Beginning of Period 1.796 1.750 1.285 1.357 1.042
--End of Period 2.021 1.796 1.750 1.285 1.357
Percent Change: 12.53% 2.63% 36.19% (5.31%) 30.23%
- 11 -
<PAGE>
Investment Plan Year
Fund 1993 1992 1991 1990 1989
Special Opportunities
Accumulation Unit Value
--Beginning of Period 3.740 3.519 2.481 2.710 2.054
--End of Period 4.392 3.740 3.519 2.481 2.710
Percent Change: 17.43% 6.28% 41.84% (8.45%) 31.94%
b) Price of one share of LNC Common Stock(4)
1993 1992 1991 1990 1989
43.50 37.00 27.36 21.50 30.44
Footnotes:
1) These figures reflect charges in unit values for accumulation
units under Lincoln National Variable Annuity Account C. As
such, the data reflects all charges both at the underlying mutual
fund level and at the annuity separate account level. The
"Percent Change" figures show the percentage increase/decrease in
these unit values, as of December 31, from one year to another.
Three new Funds were capitalized on
December 31, 1993, but are not reflected in the total because
there was little or no trading activity on
that day.
2) The Unit Values are calculated for the period from
commencement of investment activity of the accounts, through
December 31; accordingly, these Values do not reflect a full
year's experience.
3) Not applicable -- this Account commenced activity in 1991.
4) These are the closing prices for a share of LNC Common Stock
on the NYSE on the last trading date of each year, as reported in
the NYSE's Monthly Market Statistics Report. The 1989-1992
stock prices are halved in order to
account for the LNC Common Stock split two-for-one in June, 1993.
Note: Three new investment options are to become available in
early
1994.
IT SHOULD BE NOTED THAT A DECISION TO MIRROR THE LNC OR OTHER
COMMON STOCK FUNDS INVOLVES GREATER RISK INHERENT IN SECURITIES
MORE SUBJECT TO MARKET FLUCTUATION THAN THE BOND OR MONEY
MARKET
FUND. THERE IS NO GUARANTEE UNDER THE PLAN AGAINST LOSS BECAUSE
OF FLUCTUATIONS IN MARKET PRICE OF ANY OF THE FUNDS.
- 12 -
<PAGE>
Valuation of Investments
All investments authorized by the Plan do not represent the
actual purchase of securities but rather exist as phantom
accounting entries, with the performance of these phantom
investments measured by comparison to the actual performance of
the securities to which they relate. In the case of phantom
units of LNC Common Stock, the phantom units will be valued
daily, based on the final sales price for a share of LNC Common
Stock quoted by the New York Stock Exchange Composite Listing on
the last business day immediately preceding the calculation.
Accounts
The Plan Administrator will establish and maintain for each
participating Agent a separate Participant account.
Shortly after the end of each Plan Year, each Participant will
receive a current statement of his or her account in the Plan.
Appropriate adjustments resulting from stock dividends, stock
splits and similar changes will be made in Participant's account
invested in the LNC Phantom Stock Fund and in the other
investment funds, as applicable.
Nonrenewal of Participation; Withdrawals of Funds Prior to
Termination
A Participant may not discontinue making deferrals pursuant to
the Plan during a given calendar year, unless the Participant
suffers a hardship as that term is defined either for purposes of
the 401(k) plan or for purposes of this Plan. If a Participant
makes a hardship withdrawal under the 401(k) plan, his or her
contributions under this Plan are automatically discontinued for
the balance of the calendar year. If the Participant suffers an
unforeseeable emergency resulting from an unexpected accident or
illness of the Participant or his or her dependent, loss of
property due to casualty, or some other extraordinary and
unforeseeable circumstance arising as a result of events
beyond the control of the Participant (a hardship for purposes of
this Plan), then he or she may receive a distribution from this
Plan in an amount necessary to alleviate the severe financial
hardship.
A Participant may discontinue his or her deferrals pursuant to
the Plan for subsequent calendar years simply by failing to
complete an Election Form prior to the commencement of that
calendar year. Failure to continue deferring compensation does
not constitute an event which entitles a Participant to payment
of any portion of his account balance pursuant to this Plan.
Distributions
There are several possible payout scenarios. The default option
is as follows: if a Participant does not make one of the
elections specified below, he or she is entitled to receive his
or her entire account balance in one lump sum within 60 days of
the earliest to occur of the Participant's death, total
disability, retirement, or termination of any and all service
with his or her Employer.
The Participant may make a one time irrevocable election to
receive 120 monthly payments instead of the lump sum pay out in
the event of death and/or disability.
- 13 -
<PAGE>
The Participant may also elect, prior to retirement or
termination of service with his or her Employer, to receive an
alternative pay out option equivalent to an annuity of a type
sold by LN to the public, but this election must be made in
writing and is not effective until 12 months after the
later to occur of the Participant's submission of this written
request and his or her termination of service.
Beneficiary Designation
Each Participant may designate on an appropriate form filed with
the Plan Administrator, one or more beneficiaries who will be
entitled to receive any payment the Participant is entitled to,
in the event the Participant dies prior to receiving all of his
or her benefits pursuant to the Plan. A beneficiary designation
may be changed or cancelled by a Participant from time to time by
filing an appropriate form with the Plan Administrator. If a
Participant dies and there is no valid beneficiary designation on
file, then the payment or payments due under the Plan shall be
made to the estate of the Participant.
Assignment
No right or interest of any Participant or beneficiary in the
Plan is assignable or transferable in whole or in part.
Termination or Amendment of the Plan; Suspension of Operation of
a Provision of the Plan
LNC may terminate or amend the Plan or suspend the operation of
any provision of the Plan, prospectively, except that the Plan
may be amended no more frequently than once every six months
unless the reason for the amendment is to bring the Plan in
compliance with State or Federal law or regulation, and no
amendment may reduce any amount previously credited to
Participants' accounts except for bona fide tax charges.
Plan Administration
The Plan as a whole will be administered by the Benefits
Committee of LNC. The Benefits Committee acts solely at the
discretion of the management of LNC and of any other Employer.
Members of the Benefits Committee are appointed by LNC.
The Benefit Committee's responsibilities include enforcing the
Plan in accordance with its terms; determining all questions
arising under the Plan (including determinations of eligibility
and of benefits payable); and directing payments of benefits.
The Benefits Committee shall coordinate all communications with
Participants concerning the Plan.
A committee member may resign by giving 10 days' written notice
to LNC, to the Employer, and to the other Committee members. LNC
may remove a member at any time by giving advanced written notice
to the member, to the Employers, and to the other Committee
members.
Neither the Benefits Committee, nor any member thereof, shall be
deemed a Plan Administrator as that term is defined by ERISA.
- 14 -
<PAGE>
MEMBERS OF THE LINCOLN NATIONAL
CORPORATION BENEFITS
COMMITTEE (LNBC)
POSITION
NAME TITLE WITH LNC
George E. Davis Chairman Senior Vice President
Fredrick P. Farkas Member Second Vice President
Peter P. Fettig Secretary
Arthur L. Page Member
Jane B. Kite Member
J. Robert Coffin Member
The business addresses for the following LNBC members is 200 East
Berry Street, Fort Wayne, Indiana 46802: Mr. George E. Davis,
Mr. Fredrick P. Farces, Mr. Peter P. Fettig, Mr. Arthur L. Page,
and Ms. Jane Kite. For Mr. J. Robert Coffin it is 500 North
Meridian Street, Indianapolis, Indiana 46206-1636.
MEMBERS OF THE LINCOLN NATIONAL CORPORATION
COMPENSATION COMMITTEE (LNCC)
NAME LNCC TITLE POSITION
WITH LNC
John M. Pietruski Chairman Director
Thomas D. Bell, Jr. Member Director
Earl L. Neal Member Director
Jill S. Ruckelshaus Member Director
Gordon A. Walker Member Director
The business addresses for the LNCC members are: Mr. John
M. Pietruski, Dansara Company, One Penn Plaza, Suite 3408, New
York, New York, 10119; Mr. Thomas D. Bell, Jr.,
Burson-Marsteller, 1850 "M" Street, NW, Suite 900, Washington,
DC, 20036-5890; Mr. Earl L. Neal, Earl L. Neal & Associates, 111
West Washington Street, Suite 1700, Chicago, Illinois 60602; Ms.
Jill S. Ruckelshaus, 5520 Woodway, Houston, Texas, 77056; and Mr.
Gordon A. Walker, Hollinee, Inc., 380 North Street, Greenwich,
Connecticut, 06830.
- 15 -
<PAGE>
The Plan Has No Assets
The Plan shall at no time have any assets, but rather shall
remain totally unfunded. LNC in its discretion may permit the
direction of the deferred compensation into certain sub-accounts
which mirror the investment performance of certain investment
vehicles established by an LNC subsidiary; LNC may also permit
deferral into phantom share units of LNC stock. The investment
vehicles may be modified or eliminated by LNC at any time. The
compensation deferred by Participants shall at all times be
subject to the general creditors of LNC and its subsidiaries.
Participation Interests are Securities
Agents participating in the Plan acquire phantom plan interests
in the Plan. These interests are themselves securities and their
acquisition entails the risk of loss as well as the possibility
of gain. Before deciding to participate, Agents should carefully
consider and assess the risks and opportunities in view of their
individual situations.
Financial Statements
The Plan holds no assets and prepares no financial statements.
Financial statements of LNC, incorporated by reference
into the Prospectus, have been audited by Ernst & Young,
independent auditors.
PHANTOM SHARE UNITS OF LINCOLN NATIONAL CORPORATION COMMON
STOCK
[Available second quarter, 1994.]
The Plan enables Participants to acquire phantom share units of
LNC Common Stock. A phantom share unit will be equal in value to
the final price quoted by the New York Stock Exchange for a sale
of LNC Common Stock for the immediately preceding business day.
Since those units will "mirror" the performance of the actual
Common Stock, the following is a description of that stock
together with a designation of other classes of securities issued
by LNC which could have an impact on the Common Stock. This
description is provided for informational purposes only. No
Participant has any rights in LNC stock as a result of
participating in the Plan.
Description of LNC Common Stock
LNC is authorized to issue 400,000,000 shares of Common Stock,
without par value, and 10,000,000 shares of Preferred Stock. LNC
currently has three Series of Preferred Stock: 1) $3.00
Cumulative Convertible Preferred Stock, Series A ("Series A
Preferred Stock"); 2) 5 1/2% Cumulative Convertible, Exchangeable
Preferred Stock, Series E ("Series E Preferred Stock"); and 3) 5
1/2% Cumulative Convertible, Exchangeable Preferred Stock, Series
F ("Series F Preferred Stock"). A portion of the shares of
Common Stock is authorized for quotation on the New York,
Midwest, Pacific, London And Tokyo Stock Exchanges. A portion of
the shares of Series A Preferred stock is authorized for
quotation on the New York and Midwest Stock Exchanges.
On March 15, 1994, the following number of shares was issued and
outstanding: Common Stock: 94, 721, 675; Series A Preferred
Stock: 46,306; Series E Preferred Stock: 2,201,443; Series F
Preferred Stock: 2,216,454.
- 16 -
<PAGE>
The brief summary below contains certain information regarding
the LNC Common Stock and does not purport to be complete, but is
qualified in its entirety by reference to the LNC Articles of
Incorporation, The Indiana General Corporation Act, and the LNC
by-laws. The Articles of Incorporation of LNC contain provisions
relating to the size, classification and removal of directors,
and to the fair pricing of LNC stock, which could have the effect
of delaying, deferring, or preventing a hostile or unsolicited
attempt to gain control of LNC.
Dividend Rights
Holders of Common Stock are entitled to dividends when and as
declared by the Board of Directors out of funds legally available
for the payment of dividends after dividends accrued on all
preferred or special classes of shares entitled to preferential
dividends have been paid, or declared and set apart for payment.
In the case of phantom stock units, Participants are entitled to
phantom dividends calculated on the dividend payment date, in
amounts equivalent to those for holders of Common Stock.
Voting Rights
Each shareholder of LNC Common Stock has the right to one vote
for each share of LNC Common Stock standing in his or her name on
the books of LNC on each matter submitted to a vote at any
meeting of the shareholders. The vote of holders of at least
three-fourths of the outstanding shares of LNC Common Stock is
necessary to approve (i) the sale, lease, exchange, mortgage,
pledge or other disposition of the shares of LNC Common Stock and
(ii) the removal of any or all members of the Board of Directors
of LNC. Plan interests and Phantom stock units have no voting
rights of any kind associated with them.
Liquidation Rights
On any liquidation or dissolution of LNC the holders of LNC
Common Stock are entitled to share ratably in such assets of LNC
as remain after due payment or provision for payment of the debts
and other liabilities of LNC including amounts to which the
holders of preferred or special classes of shares may be
entitled. Phantom stock units do not entitle Plan Participants
to share directly in the assets of LNC. Plan Participants are
merely general unsecured creditors of LNC even if they hold
LNC phantom stock units. [Note: None of the last four
subsections below affords any rights to phantom stock units under
the Plan.]
Pre-Emptive Rights
Holders of LNC Common Stock have no pre-emptive right to
subscribe for or purchase additional issues of shares or any
treasury shares of LNC Common Stock.
Assessment
The LNC Common Stock issued and outstanding is fully paid and
non-assessable, and the LNC Common Stock when issued upon
conversion of the Series A, E and F Preferred Stock will be fully
paid and non-assessable.
- 17 -
<PAGE>
Modification of Rights
The rights of holders of LNC Common Stock are subject to the
preference granted to the holders of the Series A, E and F
Preferred Stock and any additional preferred stock of LNC.
Holders of Series A, E and F Preferred Stock have the right to
vote, upon the basis of one vote per share, together with the
holders of LNC Common Stock, upon matters submitted to
shareholders; and, to vote as a class, to elect two directors at
the next annual meeting of shareholders if six or more
quarterly dividends on the Series A, E and F Preferred Stock
shall be in default.
Other Provisions
The LNC Common Stock has no conversion rights or cumulative
voting rights for the election of directors. There are no
restrictions on the repurchase or redemption of shares of LNC
Common Stock from funds legally available therefor.
First National Bank of Boston acts as Transfer Agent and
Registrar for the LNC Common Stock.
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
The By-Laws of LNC and its subsidiary, The Lincoln National Life
Insurance Company (LN), pursuant to authority contained in The
Indiana General Corporation Act, provide for the indemnification
of its officers, directors, employees and Agents against
reasonable expenses that may be incurred by them in connection
with the defense of any action, suit or proceeding to which they
are made or threatened to be made parties, except with respect to
matters as to which they are adjudged liable for negligence or
misconduct in the performance of duties to their respective
corporations. LNC and the Company may also reimburse such
officers, directors, employees and Agents for reasonable costs of
settlement of any such action, suit or proceeding. In the case
of directors, a determination as to whether indemnification or
reimbursement is proper shall be made by a majority of the
disinterested directors or by written opinion from independent
legal counsel. In the case of individuals who are not directors,
such determination shall be made by the chief executive officer
of the respective corporation or, if he or she so directs,
in the manner it would be made if the individual were a director
of the corporation.
Such indemnification may apply to claims arising under the
Securities Act of 1933, as amended. Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers, or persons controlling LNC and
LN pursuant to the foregoing provisions, LNC and LN have been
informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in that Act and therefore unenforceable.
EXPERTS
The consolidated financial statements and schedules of Lincoln
National Corporation appearing in Lincoln National Corporation's
Annual Report (Form 10-K) for the
year ended December 31, 1993, have been audited by Ernst & Young,
independent auditors, as set forth
- 18 -
<PAGE>
in their report thereon included therein and incorporated herein
by reference. Such consolidated financial statements and
schedules are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in
accounting and auditing.
INCORPORATION OF ADDITIONAL DOCUMENTS BY REFERENCE
LNC hereby incorporates the following documents by reference into
this prospectus:
1. LNC's 1993 Annual Report on Form 10-K filed pursuant to
the Securities Exchange Act of 1934 (the "1934 Act").
2. All other LNC reports filed pursuant to Section 13(a) or
15(d) of the 1934 Act since December 31, 1993.
3. LNC's definitive proxy statement filed pursuant to
Section 14 of the 1934 Act in connection with LNC's
latest annual meeting of stockholders.
4. The description of LNC Common Stock contained in Form 10
filed by LNC pursuant to the 1934 Act on April 28, 1969,
including any amendment or reports filed for the
purpose of updating such description.
In addition, all documents subsequently filed by LNC with the
Commission pursuant to Sections 13, 14, and 15(d) of the 1934 Act
prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference into this Prospectus.
A Participant, by oral or written request, may obtain, without
charge, copies of any and all of the above documents incorporated
by reference into this Prospectus, as well as a copy of the
latest annual reports the Plan filed on Form 11-K pursuant to
Section 15(d) of the Securities Exchange Act of 1934. (See
"Inquiries by Participants", above.)
- 19 -
<PAGE>
Form S-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Set forth below are estimates of all additional expenses incurred
or to be incurred by the Issuer in connection with the initial
registration the securities which are subject hereto, other than
underwriting discounts and commission.
Registration fees $
Printing and engraving -0-
Legal fees -0-
Accounting fees 4,000
State blue sky fees and expenses -0-
Miscellaneous -0-
TOTAL $4,000
The Issuer for 1994 paid an annual premium of $1,018,675
(for itself and all subsidiaries) in respect of directors' and
officers' liability insurance which would cover, among other
things, certain claims made against its directors and officers,
including claims arising under the Securities Act of 1933, as
amended.
Item 15. Indemnification of Directors and Officers
See prior filings.
Item 16. Exhibits
The exhibits furnished with this Registration Statement are
listed in the Exhibit Index.
Item 17. Undertakings
See prior filings.
II-1
<PAGE>
FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant (Lincoln National Corporation ("LNC")) and the
Plan by this reference hereby incorporate the documents listed in
(a) through (c) below into this Registration Statement:
(a) LNC's Annual Report on Form 10-K and the Plan's Annual
report on Form 11-K, respectively, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (the "1934 Act") for the fiscal year ended
December 31, 1993.
(b) All other reports of LNC and of the Plan, filed
pursuant to Section 13(a) or 15(d) of the 1934 Act
since December 31, 1993.
(c) The description of LNC Common Stock contained in Form
10 filed by LNC pursuant to the 1934 Act on April 28,
1969, including any amendments or reports filed for
the purpose of updating such description.
All documents subsequently filed by LNC pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement
and to be part thereof from the date of filing of such documents.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
See Item 15 of Part II for Form S-3.
Item 7. Exemption from Registration Claimed (Re: Resale of
Restricted Securities)
Not Applicable
Item 8. Exhibits
The exhibits furnished with the Registration Statement
are listed in the Exhibit Index.
The Plan has no assets and is not intended to qualify
under Section 401(a) of the Internal Revenue Code.
<PAGE>
Item 9. Undertakings
See Item 17 of Part II for Form S-3.
<PAGE>
SIGNATURES-ISSUER
(a) Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe it meets all of the requirements for filing on Form S-3
and has duly caused this Amendment to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Wayne, the State of Indiana on
the 1st day of April, 1994.
LINCOLN NATIONAL CORPORATION
By:/S/ ROBERT A. ANKER
Robert A. Anker,
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933,
this 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 4/1/94
(Ian M. Rolland) & Director (Principal
Executive Officer)
/S/ROBERT A. ANKER President, Chief Operating 4/1/94
(Robert A. Anker) Officer and Director
*/S/DONALD L. VANWYNGARDEN Second Vice President & 4/1/94
(Donald L. VanWyngarden) Controller (Principal
Accounting Officer)
<PAGE>
Signature Title Date
*/S/RICHARD C. VAUGHAN Senior Vice President 4/1/94
(Richard C. Vaughan) (Principal Financial
Officer)
Director
(J. Patrick Barrett)
*/S/THOMAS D. BELL, JR. Director 4/1/94
(Thomas D. Bell, Jr.)
(Daniel R. Efroymson) Director
*/S/HARRY L. KAVETAS Director 4/1/94
(Harry L. Kavetas)
*/S/M. LEANNE LACHMAN Director 4/1/94
(M. Leanne Lachman)
*/S/LEO J. MCKERNAN Director 4/1/94
(Leo J. McKernan)
*/S/ EARL L. NEAL Director 4/1/94
(Earl L. Neal)
*/S/JOHN M. PIETRUSKI Director 4/1/94
(John M. Pietruski)
*/S/JILL S. RUCKELSHAUS Director 4/1/94
(Jill S. Ruckelshaus)
*/S/GORDON A. WALKER Director 4/1/94
(Gordon A. Walker)
*/S/GILBERT R. WHITAKER, JR. Director 4/1/94
(Gilbert R. Whitaker, Jr.)
*By /s/ Jeremy Sachs, pursuant to a Power of Attorney
Jeremy Sachs granted in the Initial Registration
Statement.
<PAGE>
SIGNATURES-PLAN
Lincoln National Corporation Executive Deferred Compensation Plan
for Agents ("Plan").
Pursuant to the requirements of the Securities Act of 1933, the
Members of the LNC Compensation Committee have duly caused this
Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Fort Wayne, and the State of Indiana on the 1st day of April,
1994.
LINCOLN NATIONAL CORPORATION
EXECUTIVE SAVINGS AND
PROFIT-SHARING PLAN FOR AGENTS
By: /S/JOHN M. PIETRUSKI
John M. Pietruski, Chairman
Lincoln National
Corporation Compensation
Committee
<PAGE>
SIGNATURES-PLAN
Lincoln National Corporation Executive Savings and Profit-Sharing
Plan for Agents ("Plan"). Pursuant to the requirements of the
Securities Act of 1933, the Members of the LNC Benefits Committee
have duly caused this Amendment to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Wayne, and the State of
Indiana on the 1st day of April, 1994.
LINCOLN NATIONAL CORPORATION
EXECUTIVE SAVINGS AND
PROFIT-SHARING PLAN FOR AGENTS
By: /S/GEORGE E. DAVIS
George E. Davis, Chairman
Lincoln Nation Corporation
Benefits Committee
<PAGE>
INDEX TO EXHIBITS*
(*Combined for Forms S-3 and S-8)
Page No.
in the
Sequential
Numbering
Exhibit No. Description System
23 (a) Consent of Independent Auditors
II-3
O:\law\agphs_3.reg
Exhibit 23
Consent of Ernst & Young, Independent Auditors
We consent to the reference to our firm under the captions
"Financial Statements" and "Experts" in the Post-Effective
Amendemnt No. 1 to the Registration Statement (Form S-3 No. 33-
51415) and related Prospectus of Lincoln National Corporation
related to the Lincoln National Corporation Executive Deferred
Compensation Plan for Agents and to the incorporation by
reference therein of our report dated February 10, 1994, with
respect to the consolidated financial statements and schedules of
Lincoln National Corporation included in its Annual Report (Form
10-K) for the year ended December 31, 1993, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young
Fort Wayne, Indiana
March 25, 1994
