SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
AMERICAN STATES FINANCIAL CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
029861-10-1
(CUSIP Number)
John L. Steinkamp, Associate General Counsel
Lincoln National Corporation
200 East Berry Street, Fort Wayne, Indiana 46802
Phone: 219/455-3628
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 1, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
this 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 [ ].
Note: 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
persons 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 (the "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).
1. Name of Reporting Person; S.S. or I.R.S. Identification No. of Reporting
Person:
Lincoln National Corporation 35-1140070
2. Check the Appropriate Box if a Member of a Group (See instructions)
(a) [ X ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: Indiana
Aggregate Amount of Shares Beneficially Owned by Reporting Person with:
7. Sole Voting Power: 0
8. Shared Voting Power: 0
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Reporting Person: 0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
13. Percent of Class Represented by Amount in Row (11): 0%
14. Type of Reporting Person (See instructions)
HC, CO
1. Name of Reporting Person; S.S. or I.R.S. Identification No. of Reporting
Person:
The Lincoln National Life Insurance Company 35-0472300
2. Check the Appropriate Box if a Member of a Group (See instructions)
(a) [ X ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
OO
(Capital contribution from Lincoln National Corporation (parent) in exchange
for additional shares of The Lincoln National Life Insurance Company (although
no additional shares of The Lincoln National Life Insurance Company will be
issued))
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: Indiana
Aggregate Amount of Shares Beneficially Owned by Reporting Person with:
7. Sole Voting Power: 0
8. Shared Voting Power: 0
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Reporting Person: 0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
13. Percent of Class Represented by Amount in Row (11): 0%
14. Type of Reporting Person (See instructions)
IC, CO
1. Name of Reporting Person; S.S. or I.R.S. Identification No. of Reporting
Person:
Lincoln Funds Corporation 52-2045610
2. Check the Appropriate Box if a Member of a Group (See instructions)
(a) [ X ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
OO
(Capital contribution from Lincoln National Corporation (parent) to subscribe
for all of the issued and outstanding shares of Lincoln Funds Corporation
common stock)
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: Delaware
Aggregate Amount of Shares Beneficially Owned by Reporting Person with:
7. Sole Voting Power: 0
8. Shared Voting Power: 0
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Reporting Person: 0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
13. Percent of Class Represented by Amount in Row (11): 0%
14. Type of Reporting Person (See instructions)
CO
AMENDMENT NO. 4
TO
STATEMENT PURSUANT TO RULE 13d-1 AND RULE 13d-2
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and supplemented by adding to the information previously
filed under this item the following:
The merger of ASFC Acquisition Co., a wholly owned subsidiary of SAFECO
Corporation, with and into American States Financial Corporation ("ASFC") was
consummated on October 1, 1997. On that same date, Lincoln National
Corporation ("LNC") and two of its wholly owned subsidiaries, The Lincoln
National Life Insurance Company ("LNLIC") and Lincoln Funds Corporation
("LFC"), received payment of the merger consideration in the amount
of $47.00 per share for their aggregate 50,000,000 shares of ASFC Common Stock.
LNC also received repayment of intercompany debt of approximately $300 million.
Upon the surrender of their respective shares of ASFC Common Stock beneficially
owned as of the close of business on September 30, 1997, the LNC, LNLIC and LFC
executive officers and directors (as well as all other former shareholders of
ASFC) will receive payment of the merger consideration in the amount of $47.00
per share.
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.
LINCOLN NATIONAL CORPORATION
By:/s/ IAN M. ROLLAND
Date October 8, 1997 Name: Ian M. Rolland
Title: Chairman of the Board,
Chief Executive Officer and
President
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
By: /s/ JANET C. WHITNEY
Date October 8, 1997 Name: Janet C. Whitney
Title: Vice President and
Treasurer
LINCOLN FUNDS CORPORATION
By: /s/ JOSEPH H. HASTINGS
Date October 8, 1997 Name: Joseph H. Hastings
Title: Treasurer
