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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
LINCOLN NATIONAL CAPITAL I
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(Exact name of registrant as specified in its charter)
Delaware To Be Applied For
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
c/o Lincoln National Corporation 46802
200 East Berry Street ----------
Fort Wayne, Indiana (Zip Code)
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(Address of principal executive offices)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instructions A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933, pursuant to General
Instuction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to
Section 12(b) of the act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
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8 3/4% Cumulative Quarterly Income New York Stock Exchange
Preferred Securities, Series A
Securities to be registered pursuant to
Section 12(g) of the Act:
None
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The title of the class of securities to be registered hereunder is "8 3/4%
Cumulative Quarterly Income Preferred Securities, Series A" (the "Series A
QUIPS"). The Series A QUIPS will be issued by Lincoln National Capital I and
guaranteed by Lincoln National Corporation ("Lincoln") to the extent set forth
in the form of guarantee (the "Guarantee") and certain other documents of
Lincoln. A description of the Series A QUIPS is set forth in the Registration
Statement on Form S-3 (File No. 333-4133), filed with the Securities and
Exchange Commission (the "Commission") on May 21, 1996, and amended by Amendment
No. 1 thereto filed on June 19, 1996, and Amendment No. 2 thereto filed on June
26, 1996, and Amendment No. 3 thereto filed on June 27, 1996, and as the same
may be amended (the "Registration Statement"), under the captions "Description
of Preferred Securities" and "Description of Guarantees" in the Prospectus
included in the Registration Statement (the "Propecestus") and under the caption
"Certain Terms of Series A QUIPS" in the Prospectus Supplement included in the
Registration Statement (the "Prospectus Supplement"), which description is
hereby incorporated by reference herein. Any form of prospectus or prospectus
supplement that includes such description that is subsequently filed by the
registrant as part of an amendment to the Registration Statement or otherwise
pursuant to Rule 424(b) under the Securities Act is hereby incorporated by
reference herein.
ITEM 2. EXHIBITS.
1.01 The Registration Statement, initially filed with the Commission on May 21,
1996, and amended by Amendment No. 1 thereto filed on June 19, 1996,
Amendment No. 2 thereto filed on June 26, 1996, Amendment No. 3 thereto
filed on June 27, 1996, and as the same may be further amended.
4.01 Certificate of Trust of Lincoln National Capital I (incorporated herein
by reference to Exhibit 4(i) to the Registration Statement).
4.02 Trust Agreement of lincoln National Capital I, dated as of May 20, 1996,
between Lincoln, as Depositor, and The First National Bank of Chicago, as
Trustee (incorporated herein by reference to Exhibit 4(j) of the
Registration Statement).
4.03 Form of Amended and Restated Trust Agreement, between Lincoln, as
Depositor, and The First National Bank of Chicago, as Property Trustee,
First Chicago Delaware, Inc., as Delaware Trustee, and certain
Administrative Trustees (incorporated herein by reference to Exhibit 4(o)
to the Registration Statement.
4.04 Form of Guarantee Agreement, between Lincoln, as Guarantor, and The First
National Bank of Chicago, as Guarantee Trustee (incorporated herein by
reference to Exhibit 4(s) to the Registration Statement).
4.05 Form of Junior Subordinated Indenture, dated as of May 1, 1996, between
Lincoln and The First National Bank of Chicago, as Debenture Trustee
(incorporated herein by reference to Exhibit 4(h) to the Registration
Statement).
5.01 Form of Preferred Security Certificate of 8 3/4% Cumulative Quarterly
Income Preferred Security (incorporated herein by reference to Exhibit
4(p) to the Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: July 1, 1996 LINCOLN NATIONAL CAPITAL I
BY: Lincoln National Corporation,
as Depositor
By: Richard C. Vaughan
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Name: Richard C. Vaughan
Title: Executive Vice President
