UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Lincoln National Corporation
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
534187 10 9
(CUSIP Number)
The Dai-ichi Mutual Life Insurance Company
13-1, Yurakucho 1-chome
Chiyoda-ku, Tokyo 100
011-813-5221-4340
Attn: General Manager, International
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 19, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|
Check the following box if a fee is being paid with the statement |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 534187 10 9 Page 2 of 10 Pages
----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Dai-ichi Mutual Life Insurance Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,811,468
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
7,811,468
PERSON
10 SHARED DISPOSITIVE POWER
WITH
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,811,468
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON*
IC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP NO. 534187 10 9 13D Page 3 of 10 Pages
Preamble
The Schedule 13D, dated July 6, 1990, as amended June 4, 1991,
filed by The Dai-ichi Mutual Life Insurance Company, a Japanese mutual life
insurance company ("Dai-ichi") with respect to the common stock without par
value (the "Common Stock") of Lincoln National Corporation an Indiana
corporation (the "Company") is hereby amended as set forth below.
Item 1. Security and Issuer.
Item 1 is amended to read in its entirety as follows:
This statement on Schedule 13D relates to the Common Stock, of the
Company into which the shares of 5-1/2% Cumulative Convertible Exchangeable
Preferred Stock, Series E, without par value (the "Series E Preferred Stock")
and the shares of 5-1/2% Cumulative Convertible Exchangeable Preferred Stock,
Series F, without par value (the "Series F Preferred Stock"), of the Company
owned by Dai-ichi were converted on June 30, 1995. The principal executive
offices of the Company are located at 200 East Berry Street, Fort Wayne, Indiana
46801-7845.
Item 2 Identity and Background
Item 2 is amended to read in its entirety as follows:
(a); (b) This statement is filed by The Dai-ichi Mutual Life Insurance
Company, a Japanese mutual life insurance company. Dai-ichi's principal business
is insurance and the address of its principal business and its principal office
is 13-1, Yurakucho 1-chome, Chiyoda-ku, Tokyo 100.
DIRECTORS AND EXECUTIVE OFFICERS OF DAI-ICHI
NAME TITLE BUSINESS
ADDRESS
Shin-ichi Nishio Chairman of the Board Y
Takahide Sakurai President Y
Hirokazu Murakami Deputy President Y
Ryozo Ohsaki Deputy President Y
Takashi Yamaguchi Deputy President Y
Toshio Tsutsui Senior Managing Director O
Hisamoto Nagai Senior Managing Director Y
Yukio Ono Senior Managing Director Y
Susumu Ensaka Senior Managing Director Y
Yoshiyuki Kawakami Managing Director OS
Kaneharu Kifune Managing Director YA
<PAGE>
CUSIP No. 534187 10 9 13D Page 4 of 10 Pages
NAME TITLE BUSINESS
ADDRESS
Masami Tabei Managing Director Y
Masao Tsuji Managing Director N
Tsuyoshi Shinohara Managing Director Y
Tomijiro Morita Managing Director Y
Seizo Yamanoi Managing Director G
Ryozo Nishigaki Managing Director KA
Susumu Tsuchikawa Managing Director Y
Susumu Tokunaga Managing Director Y
Masao Miyamoto Managing Director Y
Takeshi Morinaga Director O
Gaishi Hiraiwa Director T
Jyoichi Aoi Director TS
Akira Yashiro Director G
Hiroshi Kadokura Director Y
Shigeru Muranaka Director O
Teruhiko Horikoshi Director G
Makoto Koshino Director Y
Rikio Nagahama Director Y
Katsutoshi Saito Director Y
Tetsujiro Hayashi Director Y
Kunihiro Kawashima Director Y
Addresses:
Y: 13-1 Yurakucho, 1-chome, Chiyoda-ku, Tokyo 100, JAPAN
G: 2-1 Ginza 5-chome, Chuo-ku, Tokyo 104, JAPAN
O: 300 Yamada Oi-machi, Ashigarakami-gun Kanagawa 258,
JAPAN
T: 1-3 Uchisaiwai-cho 1-chome, Chiyoda-ku, Tokyo 100, JAPAN
OS: 8-17 Umeda 1-chome,Kita-ku,Osaka 530, JAPAN
YA: 8-7 Yaesu 2-chome, Chuo-ku, Tokyo 104, JAPAN
KO: 1-1 Marunouchi 3-chome, Chiyoda-ku, Tokyo 100, JAPAN
N: 4-6 Nishiki 3-chome, Naka-ku, Nagoya 460, JAPAN
KA: 1 Sakaemachi 5-chome, Kanagawa-ku, Yokohama 221, JAPAN
TS: 1-1 Shibaura 1-chome, Minato-ku, Tokyo 105-01, JAPAN
(c) With the exception of Mr. Hiraiwa and Mr. Aoi, all of the directors
and executive officers of Dai-ichi listed in response to Item 2(a) are
principally employed by Dai-ichi and are engaged in the management of Dai-ichi
at the respective addresses listed in response to Item 2(b). Mr. Hiraiwa's
principal employment is as Advisor to Tokyo Electric Power Company Incorporated
at the address set forth in response to Item 2(b). Mr. Aoi's principal
employment is as Chairman of the Board of Toshiba Corporation at the address set
forth in response to Item 2(b).
<PAGE>
CUSIP No. 534187 10 9 13D Page 5 of 10 Pages
(d); (e) During the last five years, neither Dai-ichi nor, to the best
of Dai-ichi's knowledge, any of the directors or executive officers of Dai-ichi
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Dai-ichi is organized under the laws of Japan and each of the
directors and executive officers of Dai-ichi is a Japanese citizen.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended to read in its entirety as follows:
Dai-ichi acquired 8,835,794 shares of Common Stock by converting, on a
two-to-one basis, its 2,201,443 shares of the Series E Preferred Stock and its
2,216,454 shares of the Series F Preferred Stock into shares of Common Stock on
June 30, 1995. No additional consideration was provided. Dai-ichi acquired its
shares of Series E Preferred Stock and Series F Preferred Stock through private
sales in 1990 and 1991, respectively.
Item 4. Purpose of Transaction
Item 4 is amended to read in its entirety as follows:
The purpose of the acquisition of the Series E Preferred Stock and
Series F Preferred Stock, both of which have been converted into Common Stock,
was to provide Dai-ichi with an investment in the Company with a stable return
as well as to strengthen the established working relationship between Dai-ichi
and the Company through a joint marketing agreement and personnel exchanges.
(a) Dai-ichi expects that it will, from time to time, review its
investment position in the Company and may, depending on market and other
conditions, increase or decrease such investment position. Dai-ichi currently
expects to sell, subject to market conditions, approximately one million
additional shares of the Company. According to the Investment Agreement between
Dai-ichi and the Company, Dai-ichi may sell in open market transactions
approximately 500,000 shares (one half of one percent) of Common Stock in any
three month period.
(b) None.
(c) None.
(d) Pursuant to Section 5.11 of the Investment Agreement, dated June
25, 1990 (the "Investment Agreement"), between Dai-ichi
<PAGE>
CUSIP NO. 534187 10 9 13D Page 6 of 10 Pages
and the Company, Dai-ichi may request that a person designated by it be elected
to the Company's Board of Directors. The Company has agreed to use its best
efforts following such a request to name a person designated by Dai-ichi for
election to the Company's Board of Directors as soon as reasonably practicable
after the request. The designee, if any, of Dai-ichi shall have an initial term
on the Company's Board of Directors of at least two years. Thereafter, the
Company shall at all times nominate one person designated by Dai-ichi for
election to the Company's Board of Directors and shall vote all shares for which
the Company's management or directors hold proxies in favor of the election of
such designee. At this time, Dai-ichi has not requested that a person designated
by it be elected to the Company's Board of Directors, but reserves the right to
do so in the future.
(e) All of the outstanding shares of Series E Preferred Stock and
Series F Preferred Stock have been converted to Common Stock. Prior to the
conversion, the shares of Series E preferred Stock and Series F Preferred Stock
were entitled to receive, when and as declared by the Company's Board of
Directors out of assets of the Company legally available therefore, cumulative
cash dividends at the annual rate of 5-1/2% of the purchase price of the Series
E Preferred Stock and Series F Preferred Stock.
(f) None.
(g) None.
(h) Not Applicable.
(i) Not Applicable.
(j) None.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended to read in its entirety as follows:
(a) Dai-ichi beneficially owns 7,811,468 shares of Common Stock, which,
based on the number of shares of Common Stock that the Issuer advised Dai-ichi
were outstanding on January 18, 1996, represents 7.5% of the Common Stock of the
Company. To the best of Dai-ichi's knowledge, none of the directors or executive
officers of Dai-ichi named in Item 2 beneficially owns any Stock of any class of
the Company.
<PAGE>
CUSIP NO. 534187 10 9 13D Page 7 of 10 Pages
(b) Dai-ichi has the sole power to vote or to direct the vote and the
sole power to dispose or to direct the disposition of all 7,811,468 shares of
the Common Stock that it owns.
(c) Dai-Ichi effected the following transactions during the sixty days
preceding the date hereof. None of the persons or entities named in Item 2 above
effected any other transactions in the Common Stock during the sixty days
preceding the date hereof.
Transaction Date Security No. Price/Share Market
- ----------- ---- -------- --- ----------- ------
Sale 11/27/95 Common 10,000 46.656 NYSE
Sale 11/28/95 Common 10,000 46.625 NYSE
Sale 11/30/95 Common 10,000 46.863 NYSE
Sale 12/1/95 Common 10,000 46.67 NYSE
Sale 12/4/95 Common 10,000 47.793 NYSE
Sale 12/5/95 Common 20,000 48.862 NYSE
Sale 12/6/95 Common 20,000 49.646 NYSE
Sale 12/7/95 Common 20,000 49.826 NYSE
Sale 12/8/95 Common 10,000 49.271 NYSE
Sale 12/11/95 Common 10,000 49.993 NYSE
Sale 12/12/95 Common 10,000 50.185 NYSE
Sale 12/13/95 Common 10,000 50.244 NYSE
Sale 12/14/95 Common 10,000 51.405 NYSE
Sale 12/15/95 Common 10,000 51.851 NYSE
Sale 12/18/95 Common 20,000 52.105 NYSE
Sale 12/19/95 Common 5,000 51.475 NYSE
Sale 12/20/95 Common 10,000 52.439 NYSE
Sale 12/26/95 Common 5,000 53.163 NYSE
<PAGE>
CUSIP NO. 534187 10 9 13D Page 8 of 10 Pages
Sale 12/27/95 Common 5,000 52.518 NYSE
Sale 12/28/95 Common 5,000 52.875 NYSE
Sale 1/3/96 Common 10,000 54.95 NYSE
Sale 1/4/96 Common 10,000 53.515 NYSE
Sale 1/5/96 Common 10,000 52.334 NYSE
Sale 1/9/96 Common 10,000 51.733 NYSE
Sale 1/15/96 Common 15,000 51.611 NYSE
Sale 1/16/96 Common 15,000 51.395 NYSE
Sale 1/17/96 Common 10,000 52.038 NYSE
Sale 1/18/96 Common 10,000 52.153 NYSE
Sale 1/19/96 Common 15,000 51.976 NYSE
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 is amended to read in its entirety as follows:
The following is a summary of certain agreements.
The Investment Agreement and the Business Association Agreement, dated
as of July 6, 1990 (the "Business Association Agreement"), between Dai-ichi and
the Company established contractual relationships and understandings.
Section 5.7 of the Investment Agreement provides that for 25 years from
July 6, 1990, Dai-ichi will only transfer shares pursuant to the provisions of
the Investment Agreement which includes procedures for underwritten sales,
private sales and broker transactions and gives the Company a right of first
offer. During the same 25 year period, Section 5.8 of the Investment Agreement
limits Dai-ichi's acquisition of voting securities to not more than 9.8% of the
outstanding voting power of the Company and Dai-ichi has agreed in Section 5.9
of the Investment Agreement to limitations on its seeking to exercise control
without the prior approval of a majority of the continuing directors of the
Company's Board. These limitations include (a) not proposing mergers or business
combinations with the Company, (b) not soliciting proxies, (c) not forming or
becoming a member of a "group" (as defined in Rule 13d-5(b)(1) of the Securities
Exchange Act, as amended), and (d) not acting alone or in concert with others to
seek to exercise any control or to influence the exercise of control over
management of the Company. The Investment Agreement also provides that upon a
change of control of the Company and upon completion of certain tender offers,
the Company will make certain payments to Dai-ichi.
<PAGE>
CUSIP NO. 534187 10 9 13D Page 9 of 10 Pages
The Investment Agreement also imposes voting restrictions and
obligations on Dai-ichi for 25 years from July 6, 1990. For example, Dai-ichi
has agreed, subject to certain exceptions, to vote with respect to (a) election
of directors, (b) amendments to the Company's Articles of Incorporation or
By-laws, (c) shareholder proposals, (d) mergers, acquisitions, consolidations,
sales, dispositions or purchases of material amounts of assets,
recapitalizations or other transactions approved by a majority of the continuing
directors of the Company, and (e) any transaction opposed by a majority of the
continuing directors in response to a hostile proposal, in accordance with the
recommendations of a majority of the continuing directors.
The Business Association Agreement provides the framework for mutual
cooperation between the parties. Pursuant to the Business Association Agreement,
a number of actions will be taken including, but not limited to the following:
(a) Dai-ichi will use its best efforts to cede certain reinsurance business to
the Company and its affiliates; (b) Dai-ichi will, subject to approval from the
Japanese Ministry of Finance, place funds under management with investment
management affiliates of the Company; (c) the Company will place funds under
management with an investment management subsidiary of Dai-ichi; (d) Dai-ichi
will direct business towards the health insurance and pension products offered
by the Company; (e) Dai-ichi and the Company will have a personnel exchange; and
(f) the parties will establish a joint steering committee to coordinate their
cooperative efforts.
Item 7. Material to be filed as Exhibits
The Investment Agreement and exhibits thereto and the Business
Association Agreement and the exhibits thereto filed by Dai-ichi with the
original Schedule 13D dated July 6, 1990 are hereby incorporated by reference.
<PAGE>
CUSIP NO. 534187 10 9 13D Page 10 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 24, 1996
THE DAI-ICHI MUTUAL LIFE
INSURANCE COMPANY
By:/S/Tomijiro Morita
Name: Tomijiro Morita
Title: Managing Director
