<PAGE>
Filed Pursuant to Rule 424(b)(2)
Registration Number 33-55379
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 15, 1994)
$200,000,000
LINCOLN NATIONAL CORPORATION
7 1/4% DEBENTURES DUE MAY 15, 2005
----------------
Interest on the 7 1/4% Debentures due May 15, 2005 (the "Debentures") is
payable semiannually on May 15 and November 15 of each year, beginning
November 15, 1995. The Debentures are not redeemable prior to maturity and are
not entitled to any sinking fund.
The Debentures will be issued in fully-registered book-entry form. Ownership
interests in the Debentures will be shown only on, and transfers thereof will
be effected only through, records maintained by The Depository Trust Company,
as Depository, and its participants. Owners of beneficial interests in the
Debentures will be entitled to physical delivery of Debentures in certificated
form equal in principal amount to their respective beneficial interests only
under the limited circumstances described under "Description of Debentures--
Book-Entry Debenture." Settlement for the Debentures will be made in
immediately available funds. The Debentures will trade in the Depository's
Same-Day Funds Settlement System until maturity or until the Debentures are
issued in certificated form, and secondary market trading activity in the
Debentures will therefore settle in immediately available funds. All payments
of principal and interest will be made by the Company in immediately available
funds. See "Description of Debentures--Same-Day Settlement and Payment."
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECU-
RITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Price to Underwriting Proceeds to
Public Discount(1) Company (2)
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Debenture......... 99.486% .650% 98.836%
- ------------------------------------------------------------------------------
Total................. $198,972,000 $1,300,000 $197,672,000
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
</TABLE>
(1) The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of
1933. See "Underwriting."
(2) Before deduction of expenses payable by the Company estimated at $200,000.
----------------
The Debentures are offered by the Underwriters, subject to the prior sale,
when, as and if issued to and accepted by them. The Underwriters reserve the
right to withdraw, cancel or modify such offer and to reject orders in whole
or in part. It is expected that delivery of the Debentures will be made in
book-entry form only on or about May 23, 1995 through the facilities of The
Depository Trust Company.
----------------
LEHMAN BROTHERS
MERRILL LYNCH & CO.
MORGAN STANLEY & CO.
INCORPORATED
May 16, 1995
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES
OFFERED HEREBY IN THE OVER-THE-COUNTER MARKET OR OTHERWISE AT A LEVEL ABOVE
THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
FOR NORTH CAROLINA INVESTORS: THE COMMISSIONER OF INSURANCE OF THE STATE OF
NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED THIS OFFERING NOR HAS SUCH
COMMISSIONER PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Lincoln National Corporation's (the "Company's") Annual Report on Form 10-K
for its fiscal year ended December 31, 1994 (as amended by the Form 10-K/A
filed on May 12, 1995) and its Quarterly Report on Form 10-Q for the three
months ended March 31, 1995 filed with the Securities and Exchange Commission
pursuant to Section 13 of the Securities Exchange Act of 1934 are incorporated
herein by reference.
RECENT DEVELOPMENTS
On April 3, 1995, the Company acquired Delaware Management Holdings, Inc.
("Holdings") and its subsidiaries (collectively, "Delaware") for an aggregate
consideration of $510 million, including assumed indebtedness of $209 million
($180 million of which consisted of the notes described in the following
paragraph). Delaware is an investment management firm with offices in the
United States and London. Delaware serves as investment adviser to
approximately 286 pension fund and other institutional accounts, acts as
investment manager, national distributor, and shareholder services agent for 33
registered, open-end funds and serves as investment manager for 2 registered,
closed-end funds.
In connection with the Company's acquisition of Delaware on April 27, 1995,
Holdings made a tender offer for all of its outstanding 10 1/4% Series B Senior
Secured Notes due 2004 which offer is expected to expire on May 24, 1995. The
total amount of funds required by Holdings to purchase all of the notes
(assuming 100% of the principal amount of those notes is tendered and accepted
for payment) is expected to be approximately $200 million. The Company
anticipates that it will make a capital contribution to Holdings to purchase
the notes, which contribution will initially be funded through the Company's
commercial paper program.
On April 25, 1995, the Company, through its United Kingdom subsidiary,
acquired Laurentian Financial Group plc ("Laurentian") from Imperial Life
Assurance Company of Canada, a subsidiary of La Confederation des caisess et
d'economies Desjardins du Quebec City, for an aggregate consideration of $237
million, including assumed indebtedness of $44 million. Laurentian sells a
broad range of life, pension and investment products, as well as unit trusts,
in the United Kingdom through a 750-person direct sales force. The Company
funded the purchase price of the acquisition through its commercial paper
program.
As a result of the acquisition of Delaware and Laurentian and the tender
offer for Holding's outstanding notes, described above, the Company has
increased, or is expected to increase, its commercial paper borrowings by
approximately $420 million from March 31, 1995 levels and has assumed
additional long-term debt of approximately $44 million. See "Capitalization"
and "Ratio of Earnings to Fixed Charges" for more information concerning such
additional indebtedness.
USE OF PROCEEDS
The net proceeds of this offering will be used to reduce the Company's
commercial paper borrowings. As of May 11, 1995, the Company's outstanding
commercial paper had maturities of 1 to 48 days, all with interest rates equal
to approximately 6.1%.
S-2
<PAGE>
CAPITALIZATION
The capitalization of the Company and its consolidated subsidiaries at March
31, 1995 and as adjusted for the issuance of the Debentures offered hereby and
the application of the proceeds thereof (without giving effect to the payment
of expenses) is set forth below:
<TABLE>
<CAPTION>
MARCH 31, 1995
--------------------
ACTUAL AS ADJUSTED
-------- -----------
(IN MILLIONS)
<S> <C> <C>
Short-term debt (including current maturities of long-
term debt).............................................. $ 302.8 $ 105.1(1)
======== ========
Long-term debt less current portion:
7 1/4% Debentures due 2005............................. $ -- $ 197.7
7 1/8% Notes due 1999.................................. 99.3 99.3
7 5/8% Notes due 2002.................................. 99.1 99.1
9 1/8% Debentures due 2024............................. 199.1 199.1
Mortgages and other notes.............................. 21.7 21.7(2)
-------- --------
Total long-term debt (less current portion)...... 419.2 616.9
Shareholders' Equity:
Preferred Stock, without par value:
Authorized: 10,000,000 shares
Issued and outstanding:
$3.00 Convertible Cumulative Preferred Stock,
Series A (42,058 shares).......................... 1.4 1.4
5 1/2% Cumulative Convertible Exchangeable
Preferred Stock, Series E and F (2,201,443 and
2,216,454 shares, respectively)................... 309.9 309.9
Common Stock, without par value:
Authorized: 800,000,000 shares
Issued and outstanding (94,575,411 shares)........... 557.6 557.6
Earned surplus........................................... 2,569.4 2,569.4
Foreign currency translation adjustment.................. 15.3 15.3
Net unrealized gain on securities available-for-sale..... 198.1 198.1
-------- --------
Total shareholders' equity....................... 3,651.7 3,651.7
-------- --------
Total capitalization............................. $4,070.9 $4,268.6
======== ========
</TABLE>
- --------
(1) As a result of the transactions described under "Recent Developments"
(including the anticipated purchase of outstanding notes by Holdings), the
Company's short-term debt (including current maturities of long-term debt)
is expected to increase to approximately $723 million prior to the
application of proceeds from this offering. Accordingly, it is anticipated
that the Company's short-term debt after the issuance of the Debentures and
the application of the proceeds thereof will be approximately $525 million.
(2) In connection with the acquisition of Laurentian on April 25, 1995, the
Company assumed indebtedness of $44 million and, as a result, the Company's
mortgages and other notes increased to approximately $66 million.
The Company's $3.00 Convertible Cumulative Preferred Stock, Series A (without
par value) is entitled to a liquidation preference in the amount of $80.00 per
share, or approximately $3,365,000 plus accrued dividends in the aggregate at
March 31, 1995. The 5 1/2% Cumulative Convertible Exchangeable Preferred Stock,
Series E and F are entitled to liquidation preferences of $68.85 and $71.604
per share, respectively, or $151,569,000 and $158,707,000 plus accrued
dividends in the aggregate at March 31, 1995.
S-3
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
Set forth below are the Company's historical ratios of earnings to fixed
charges for each of the years in the five-year period ended December 31, 1994
and the three months ended March 31, 1995 and 1994. In addition, set forth
below are pro forma ratios giving effect to the sale of the Debentures and
application of the proceeds thereof (without giving effect to reduction of
offering proceeds due to discounted price to public, underwriting discount and
expenses).
<TABLE>
<CAPTION>
THREE
MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
-------------- ----------------------------
1995 1994 1994 1993 1992 1991 1990
----- ----- ---- ----- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges:
Excluding Interest on Annuities
and Financial Products(1)
Historical.................... 10.44 12.67 6.43 10.35 6.69 3.04 3.04
Pro Forma(2).................. 10.03(5) 6.15(5)
Including Interest on Annuities
and Financial Products(3)
Historical.................... 1.49 1.57 1.27 1.43 1.32 1.16 1.18
Pro Forma(2).................. 1.49(5) 1.27(5)
Ratio of Earnings to Combined
Fixed Charges and Preferred Stock
Dividends(4)
Historical...................... 1.47 1.54 1.25 1.40 1.30 1.15 1.17
Pro Forma(2).................... 1.47(5) 1.25(5)
</TABLE>
- --------
(1) For purposes of determining this ratio, earnings consist of income before
federal income taxes and cumulative effect of accounting change adjusted
for the difference between income or losses from unconsolidated equity
investments and cash distributions from such investments, plus fixed
charges. Fixed charges consist of interest expense on debt and the portion
of operating leases that are representative of the interest factor.
(2) Pro forma ratios after giving effect to the net increase in interest
expense due to the issuance of the Debentures at a maximum assumed rate of
7.5% per annum less the repayment of $200.0 million of short-term debt at a
weighted average interest rate of 6.0% per annum. A decrease of 1/8 of 1%
in the assumed interest rate for the Debentures increases the ratio
described in note (1) above by 0.03 for the three months ended March 31,
1995 and 0.02 for the year ended December 31, 1994, and there would be no
change in the ratios described in notes (3) and (4) below.
(3) Same as the ratio of earnings to fixed charges, excluding interest on
annuities and financial products, except fixed charges and earnings include
interest on annuities and financial products.
(4) Same as the ratio of earnings to fixed charges, including interest on
annuities and financial products, except that fixed charges include the
pre-tax earnings required to cover preferred stock dividend requirements.
(5) The increase in debt, as described in note (1) to the capitalization table,
impacts the ratio of earnings to fixed charges shown above. See
"Capitalization." If the impact of this increased debt is included in the
pro forma calculation for the three months ended March 31, 1995, the pro
forma ratio of earnings to fixed charges as described in note (1) above
would decrease by 2.71 and such ratios as described in notes (3) and (4)
would decrease by 0.03. If the impact of this debt is included in the pro
forma calculation for the year ended December 31, 1994, the pro forma ratio
of earnings to fixed charges as described in note (1) above would decrease
by 1.79 and such ratios as described in notes (3) and (4) would decrease by
0.03.
DESCRIPTION OF DEBENTURES
GENERAL
The following description of the particular terms of the Debentures offered
hereby supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of Debt Securities set forth in
the Prospectus.
S-4
<PAGE>
The Debentures offered hereby will be limited to $200,000,000 aggregate
principal amount and will be issued under an Indenture, dated as of September
15, 1994 (the "Indenture"), between the Company and The Bank of New York, as
trustee (the "Trustee"). The Company currently has $200 million of debt
securities outstanding under the Indenture. The Debentures will be unsecured
obligations of the Company and will mature on May 15, 2005. Each Debenture will
bear interest at the rate per annum stated on the cover page hereof, payable
semiannually on May 15 and November 15 of each year, commencing on November 15,
1995, to the person in whose name the Debenture is registered at the close of
business on the next preceding April 30 and October 31, respectively, subject
to certain exceptions.
The Debentures will be issued only in fully-registered book-entry form,
without coupons, in denominations of $1,000 and integral multiples thereof,
through the facilities of The Depository Trust Company, New York, New York (the
"Depository"). Transfers or exchanges may be effected only through a
participating member of the Depository. See "Book-Entry Debenture" below.
Payments on Debentures will be made to the Depository or its nominee in
accordance with the arrangements then in effect between the Trustee and the
Depository. See "Book-Entry Debenture" below.
The Debentures are not redeemable prior to maturity and are not entitled to
any sinking fund.
BOOK-ENTRY DEBENTURE
The Debentures will be issued in the form of fully-registered Debentures in
the aggregate principal amount of $200,000,000 (collectively, the "Book-Entry
Debenture") which will be deposited with, or on behalf of, the Depository and
registered in the name of the Depository's nominee. Except as set forth below,
the Book-Entry Debenture may not be transferred except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any
nominee to a successor of the Depository or a nominee of such successor.
The Depository has advised the Company that it is a limited-purpose trust
company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934, as amended. The
Depository was created to hold securities for persons that have accounts with
the Depository ("participants") and to facilitate settlement of securities
transactions among its participants, such as transfers and pledges in such
deposited securities through electronic computerized book-entry changes in
accounts of the participants, thereby eliminating the need for physical
movement of securities certificates. The Depository's "direct participants"
include securities brokers and dealers (including the Underwriters), banks,
trust companies, clearing corporations and certain other organizations, some of
which (and/or their representatives) own the Depository. Access to the
Depository's book-entry system is also available to others, such as banks,
securities brokers, dealers and trust companies that clear through or maintain
a custodial relationship with a participant, either directly or indirectly
("indirect participants").
The Depository has also advised the Company and the Trustee that, upon the
issuance of the Book-Entry Debenture, the Depository will credit the respective
principal amounts of the Debentures represented by the Book-Entry Debenture to
the accounts of participants. The accounts to be credited will be designated by
the applicable Underwriter. Purchases of Debentures under the Depository's
system must be made by or through direct participants, which will receive a
credit for the Debentures on the Depository's records. The ownership interest
of each actual purchaser of each Debenture ("beneficial owner") is in turn to
be recorded on the direct and indirect participants' records. Beneficial owners
will not receive written confirmation from the Depository of their purchase,
but beneficial owners are expected to receive written confirmation providing
details of the transaction, as well as periodic statements of their holdings,
from the direct and indirect participant through which the beneficial owner
entered into the transaction. The laws of some states may require that certain
purchasers of securities take physical delivery of such securities in
certificated form. Such limits and such laws may impair the ability to transfer
beneficial interests in the Book-Entry Debenture.
S-5
<PAGE>
So long as the Depository for the Book-Entry Debenture, or its nominee, is
the registered owner of the Book-Entry Debenture, the Depository or its
nominee, as the case may be, will be considered the sole owner or holder of the
Debentures represented by the Book-Entry Debenture for all purposes under the
Indenture. Except as provided below, owners of beneficial interests in the
Book-Entry Debenture will not be entitled to have Debentures represented by
such Book-Entry Debenture registered in their names, will not receive or be
entitled to receive physical delivery of such Debentures in certificated form
and will not be considered the owners or holders thereof under the Indenture.
Principal and interest payments on the Debentures represented by the Book-
Entry Debenture will be made by the Company to the Depository or its nominee,
as the case may be, as the registered owner of such Book-Entry Debenture.
Neither the Company, the Trustee, the Paying Agent (as defined in the
Indenture) nor any Registrar (as defined in the Indenture) for the Debentures
will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of
the Book-Entry Debenture, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests. The Company expects
that the Depository or its nominee, upon receipt of any payment of principal or
interest in respect of the Book-Entry Debenture, will credit immediately the
accounts of the relevant participants with payment in amounts proportionate to
their respective holdings in principal amount of beneficial interest in such
Book-Entry Debenture as shown on the records of the Depository or its nominee.
The Company also expects that payments by participants to beneficial owners in
the Book-Entry Debenture held through such participants will be governed by
standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name." Such payments will be the responsibility of such participants.
Conveyance of notices and other communications by the Depository to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
If (i) the Depository is at any time unwilling, unable or ineligible to
continue as depository and a successor depository is not appointed by the
Company within ninety days, (ii) the Company executes and delivers to the
Trustee an order to the effect that a Book-Entry Debenture shall be so
exchangeable, or (iii) an Event of Default has occurred and is continuing with
respect to the Debentures; the Company will issue the Debentures in
certificated form in exchange for such Book-Entry Debenture. In any such
instance, an owner of a beneficial interest in the Book-Entry Debenture will be
entitled to physical delivery in certificated form of the Debentures equal in
principal amount to such beneficial interest and to have such Debentures
registered in its name. Debentures so issued in certificated form will be
issued in denominations of $1,000 or any larger amount that is an integral
multiple thereof and will be issued in registered form only, without coupons.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Debentures will be made by the Underwriters in immediately
available funds. All payments of principal and interest will be made by the
Company in immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearinghouse or next-day funds. In contrast, the
Debentures will trade in the Depository's Same-Day Funds Settlement System
until maturity or until the Debentures are issued in certificated form, and
secondary market trading activity in the Debentures will therefore be required
by the Depository to settle in immediately available funds. No assurance can be
given as to the effect, if any, of settlement in immediately available funds on
trading activity in the Debentures.
PAYING AGENT AND REGISTRAR
Pursuant to the terms of the Indenture, the Company has appointed The Bank of
New York to act as paying agent and registrar with respect to the Debentures
under the Indenture.
S-6
<PAGE>
REGARDING THE TRUSTEE
The Trustee is a participant in the Company's revolving credit agreement, and
the Company has maintained other banking relationships with the Trustee in the
normal course of business. The Trustee is also the trustee and paying agent for
the Company's 7 1/8% Notes due July 15, 1999, 7 5/8% Notes due July 15, 2002
and 9 1/8% Debentures due October 1, 2024.
UNDERWRITING
Subject to the terms and conditions set forth in the underwriting agreement
relating to the Debentures (the "Underwriting Agreement") among the Company and
Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Morgan Stanley & Co. Incorporated (the "Underwriters"), for whom Lehman
Brothers Inc. is acting as representative, the Company has agreed to sell to
the Underwriters, and the Underwriters have severally agreed to purchase, the
respective principal amounts of the Debentures set forth opposite their names
below. In the Underwriting Agreement, the several Underwriters have agreed,
subject to the terms and conditions set forth therein, to purchase all the
Debentures offered hereby if any of such Debentures are purchased. In the event
of default by an Underwriter, the Underwriting Agreement provides that, in
certain circumstances, the purchase commitments of the nondefaulting
Underwriters may be increased or the Underwriting Agreement may be terminated.
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
----------- ------------
<S> <C>
Lehman Brothers Inc......................................... $ 67,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated....................................... 66,500,000
Morgan Stanley & Co. Incorporated........................... 66,500,000
------------
Total..................................................... $200,000,000
============
</TABLE>
The Underwriters have advised the Company that they propose initially to
offer the Debentures to the public at the public offering price set forth on
the cover page of this Prospectus Supplement, and to certain dealers at such
price less a concession not in excess of .40% of the principal amount of the
Debentures. The Underwriters may allow, and such dealers may reallow, a
discount not in excess of .25% of the principal amount of the Debentures to
certain other dealers. After the initial public offering, the public offering
price, concession and discount may be changed.
The Debentures are new issues of securities with no established trading
market. The Company has been advised by the Underwriters that they intend to
make a market in the Debentures, but are not obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for the Debentures.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended, or contribute to payments the Underwriters may be required to make in
respect of such liabilities.
In the ordinary course of their respective businesses, certain of the
Underwriters have in the past, and may in the future, engage in commercial and
investment banking transactions with the Company and its affiliates.
S-7
<PAGE>
VALIDITY OF THE DEBENTURES
The validity of the Debentures offered hereby will be passed upon for the
Company by Gardner, Carton & Douglas, Chicago, Illinois and for the
Underwriters by Sullivan & Cromwell, New York, New York. Gardner, Carton &
Douglas and Sullivan & Cromwell will rely on the opinion of Jack D. Hunter,
Esq., Executive Vice President and General Counsel of the Company, as to
matters of Indiana law. As of May 4, 1995, based on information filed with the
Commission, Mr. Hunter beneficially owned 53,323 shares of Common Stock of the
Company, including shares held in the Lincoln National Corporation Savings and
Profit-Sharing Plan and the Lincoln National Corporation Employees' and Agents'
Stock Bonus Plan, and held options to acquire an additional 55,602 shares of
Common Stock. See "Legal Opinions" in the Prospectus.
S-8
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPO-
RATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN CONNEC-
TION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE DE-
LIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HERE-
UNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR SO-
LICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION BY ANYONE
IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
-----------------
TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
<CAPTION>
Page
----
<S> <C>
Incorporation of Certain Documents
by Reference.............................................................. S-2
Recent Developments........................................................ S-2
Use of Proceeds............................................................ S-2
Capitalization............................................................. S-3
Ratio of Earnings to Fixed Charges......................................... S-4
Description of Debentures.................................................. S-4
Underwriting............................................................... S-7
Validity of the Debentures................................................. S-8
Prospectus
Available Information...................................................... 2
Incorporation of Certain Documents
by Reference.............................................................. 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Risk Factors Relating to Currencies........................................ 4
Historical Ratio of Earnings to Fixed Charges.............................. 4
Description of Debt Securities............................................. 4
Description of Preferred Stock
and Common Stock.......................................................... 11
Regulation................................................................. 17
Plan of Distribution....................................................... 18
Legal Opinions............................................................. 19
Experts.................................................................... 19
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$200,000,000
LOGO
7 1/4% DEBENTURES DUE
MAY 15, 2005
-----------------
PROSPECTUS SUPPLEMENT
May 16, 1995
-----------------
LEHMAN BROTHERS
MERRILL LYNCH & CO.
MORGAN STANLEY & CO.
INCORPORATED
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
