SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
March 26, 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
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).
CUSIP No. 029861 10 1
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) [ ]
(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: 50,000,000
8. Shared Voting Power: 0
9. Sole Dispositive Power: 50,000,000
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Reporting Person: 50,000,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
13. Percent of Class Represented by Amount in Row (11): 83.3%
14. Type of Reporting Person (See instructions)
HC
AMENDMENT NO. 1
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 4. Purpose of Transaction
Item 4 is amended to read in its entirety as follows:
On March 26, 1997, American States Financial Corporation (the "Issuer")
issued a press release announcing that it is exploring a range of strategic
options, including the potential sale of 100 percent of the Issuer
(see Exhibit III). Lincoln National Corporation ("LNC") issued on the
same date a press release announcing that it supports the efforts of the
Issuer to explore its strategic options (see Exhibit IV).
On May 29, 1996, the Issuer completed a primary initial public offering
("IPO") of 10,000,000 newly issued shares of Common Stock of the Issuer,
thereby reducing LNC's ownership percentage of the Issuer from 100% to 83.3%
of the total outstanding shares of Common Stock of the Issuer. The Issuer
also granted to the underwriters of the IPO an overallotment option of an
additional 1,500,000 shares. Such option was not exercised. All the shares
of the Issuer held by LNC are "restricted securities" as defined in Rule 144
under the Securities Act and may not be resold in the absence of registration
under the Securities Act or pursuant to exemptions from such registration.
In addition, LNC agreed not to sell or otherwise dispose of any of the
Issuer's Common Stock for a period of 120 days after May 22, 1996 without
the prior written consent of the lead underwriter (see Exhibit I). Following
the 120 day period, pursuant to a Registration Rights Agreement (see Exhibit
II) with the Issuer dated May 29, 1996, LNC has the right to demand
registration under the Securities Act of shares of Common Stock owned by it
and to have shares of Common Stock owned by it included in future registered
public offerings of Common Stock by the Issuer.
On February 5, 1996, LNC established a new holding company for purposes of
the initial public offering by such company of its Common Stock.
This offering was to be of newly issued shares of such company constituting
no more than 20% of its total outstanding Common Stock.
Item 7. Material to be Filed as Exhibits
Item 7 is amended and supplemented by adding to the information previously
filed under this item the following:
Exhibit III Press Release of American States Financial Corporation
Exhibit IV Press Release of Lincoln National Corporation
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
April 7, 1997 By: /S/RICHARD C. VAUGHAN
Date Richard C. Vaughan, Executive
Vice President and Chief Financial
Officer
Name/Title
Exhibit III
American States to explore strategic options
INDIANAPOLIS -- American States Financial Corporation (NYSE:ASX) today
announced that it is exploring a range of strategic options, including
the potential sale of 100 per cent of the company.
American States has engaged Goldman Sachs & Co., to assist in this process,
according to Robert A. Anker, American States' Chairman and Chief
Executive Officer. "Consolidation trends in the property-casualty industry
may make this an opportune time to fully realize the value of the company,"
he observed. "We do not intend to make any further statement until the
process is complete."
Lincoln National Corporation (NYSE:LNC), a Fort Wayne, Ind., financial
services company, owns 83.3 percent of American States.
American States is an Indianapolis-based holding company that, through
its subsidiaries, writes business and personal insurance, princiaplly
in 43 states, through a nationwide network of about 4,800 independent
insurance agents.
For further information contact:
Investors: Mark Chappell (317)262-6930
Media: John Cook (317)262-6790
Exhibit IV
"Lincoln National Corporation supports the efforts of American States
Financial Corporation to explore its strategic options. LNC is evolving from
a multi-line insurer into a focused financial services company. For the last
five years, LNC has been sharpening its focus on its core wealth accumulation
and wealth protection businesses to enhance shareholder value. Any proceeds
from a sale of American States would be used by LNC to accelerate the
profitable growth of our core businesses," said Ian M. Rolland, Chairman
and Chief Executive Officer and President of LNC.
Lincoln National Corporation owns 83.3 percent of American States common
stock, with the remainder publicly held after an initial public offering in
May 1996.
Lincoln National Corporation owns and operates financial services
businesses that provide annuities, life insurance, life-health reinsurance,
property-casualty insurance, mutual funds and investment management
services. With headquarters in Fort Wayne, Indiana, LNC has assets
exceeding $71 billion and annual revenues of more than $6.7 billion.
