UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
December 18, 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 8 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 6,754,311
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
------- --------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
6,754,311
------- --------------------------------------------------
PERSON
10 SHARED DISPOSITIVE POWER
WITH
-0-
- ------------------ ------- --------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,754,311
- -------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |_|
- -------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
- -------- --------------------------------------------------------------------
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 8 Pages
Preamble
The Schedule 13D, dated July 6, 1990, as amended June 4, 1991 and
January 24, 1996, 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 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
Hisamoto Nagai Deputy President Y
Tomijiro Morita Deputy President Y
Yukio Ono Senior Managing Director Y
Susumu Ensaka Senior Managing Director Y
Yoshiyuki Kawakami Senior Managing Director OS
Masami Tabei Senior Managing Director Y
Masao Tsuji Senior Managing Director Y
Seizo Yamanoi Managing Director KO
Ryozo Nishigaki Managing Director O
Susumu Tokunaga Managing Director Y
Masao Miyamoto Managing Director KO
Akira Yashiro Managing Director KO
Hiroshi Kadokura Managing Director Y
Shigeru Muranaka Managing Director N
Takeshi Morinaga Director O
Gaishi Hiraiwa Director T
Jyoichi Aoi Director TS
Teruhiko Horikoshi Director KA
Makoto Koshino Director Y
Rikio Nagahama Director Y
<PAGE>
CUSIP NO. 534187 10 9 13D Page 4 of 8 Pages
NAME TITLE BUSINESS
ADDRESS
Katsutoshi Saito Director Y
Tetsujiro Hayashi Director Y
Kunihiro Kawashima Director Y
Kenjiro Imada Director OM
Masayuki Koyama Director O
Koichi Sato Director Y
Koichi Iki Director Y
Hiroyuki Koizumi Director Y
Addresses:
Y: 13-1 Yurakucho 1-chome, Chiyoda-ku, Tokyo 100, JAPAN
O: 300 Yamada Oi-machi, Ashigarakami-gun, Kanagawa 258,
JAPAN
T: 1-3 Uchisaiwai-cho 1-chome, Chiyoda-ku, Tokyo 100, JAPAN
TS: 1-1 Shibaura 1-chome, Minato-ku, Tokyo 105-01, JAPAN
OS: 8-17 Umeda 1-chome, Kita-ku, Osaka 530, 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
OM: 122 Miya-cho 4-chome, Omiya-shi Saitama 330, 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 Advisor of Toshiba Corporation at the address set forth in
response to Item 2(b).
(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.
<PAGE>
CUSIP NO. 534187 10 9 13D Page 5 of 8 Pages
(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 5. Interest in Securities of the Issuer.
Item 5 is amended to read in its entirety as follows:
(a) Based on information provided by the Company, Dai-ichi beneficially
owns 6,754,311 shares of the Common Stock of the Company which is equal to 6.5%
of the total issued and outstanding shares of the Common Stock on December 17,
1996. 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.
(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 6,754.311 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 10/21/96 Common 40,000 48.26 NYSE
Sale 10/22/96 Common 10,000 48.625 NYSE
Sale 10/23/96 Common 10,000 48.134 NYSE
Sale 10/25/96 Common 10,000 47.819 NYSE
Sale 10/28/96 Common 3,500 48.125 NYSE
Sale 10/29/96 Common 10,000 47.375 NYSE
Sale 10/30/96 Common 9,000 48.25 NYSE
Sale 10/31/96 Common 4,400 48.653 NYSE
<PAGE>
CUSIP NO. 534187 10 9 13D Page 6 of 8 Pages
Sale 11/1/96 Common 6,139 48.5 NYSE
Sale 11/4/96 Common 4,000 48.00 NYSE
Sale 11/5/96 Common 3,000 48.125 NYSE
Sale 11/7/96 Common 4,000 48.5 NYSE
Sale 11/8/96 Common 3,000 49.75 NYSE
Sale 11/12/96 Common 4,000 50.125 NYSE
Sale 11/13/96 Common 3,000 50.5 NYSE
Sale 11/14/96 Common 10,000 50.713 NYSE
Sale 11/15/96 Common 10,000 51.125 NYSE
Sale 11/18/96 Common 5,000 51.125 NYSE
Sale 11/19/96 Common 7,000 51.5 NYSE
Sale 11/20/96 Common 8,000 52.014 NYSE
Sale 11/21/96 Common 10,000 52.631 NYSE
Sale 11/22/96 Common 10,000 53.009 NYSE
Sale 11/25/96 Common 15,000 53.208 NYSE
Sale 11/26/96 Common 15,000 53.176 NYSE
Sale 11/27/96 Common 10,000 53.108 NYSE
Sale 12/3/96 Common 10,000 53.081 NYSE
Sale 12/4/96 Common 10,000 51.574 NYSE
Sale 12/6/96 Common 20,000 50.778 NYSE
Sale 12/9/96 Common 10,000 51.75 NYSE
Sale 12/11/96 Common 10,000 51.0 NYSE
<PAGE>
CUSIP NO. 534187 10 9 13D Page 7 of 8 Pages
Sale 12/12/96 Common 10,000 50.638 NYSE
Sale 12/13/96 Common 10,000 48.876 NYSE
Sale 12/18/96 Common 10,000 50.845 NYSE
(d) Not Applicable.
(e) Not Applicable.
<PAGE>
CUSIP NO. 534187 10 9 13D Page 8 of 8 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: December 19, 1996
THE DAI-ICHI MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Rikio Nagahama
Name: Rikio Nagahama
Title: Director
