SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
August 21, 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 (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: 50,000,000
(Represents the aggregate number of shares beneficially owned by
the Reporting Persons filing this Schedule 13D -- see Attachment A;
see also Item 5)
8. Shared Voting Power: 0
9. Sole Dispositive Power: 50,000,000
(Represents the aggregate number of shares beneficially owned by the
Reporting Persons filing this Schedule 13D -- see Attachment A;
see also Item 5)
10. Shared Dispositive Power: 0
11.Aggregate Amount Beneficially Owned by Reporting Person: 50,000,000
(Represents the aggregate number of shares beneficially owned by the
Reporting Persons filing this Schedule 13D -- see Attachment A; see
also Item 5)
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, CO<PAGE>
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)
00
(Capital contribution from Lincoln National Corporation (parent)
in exchange for additional shares of The Lincoln National Life
Inusrance 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: 50,000,000
(Represents the aggregate number of shares beneficially owned by the
Reporting Persons filing this Schedule 13D -- see Attachment A;
see also Item 5)
8. Shared Voting Power: 0
9. Sole Dispositive Power: 50,000,000
(Represents the aggregate number of shares beneficially owned by the
Reporting Persons filing this Schedule 13D -- see Attachment A;
see also Item 5)
10.Shared Dispositive Power: 0
11.Aggregate Amount Beneficially Owned by Reporting Person: 50,000,000
(Represents the aggregate number of shares beneficially owned by the
Reporting Persons filing this Schedule 13D -- see Attachment A;
see also Item 5)
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)
IC, CO<PAGE>
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)
00
(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: 50,000,000
(Represents the aggregate number of shares beneficially owned by the
Reporting Persons filing this Schedule 13D -- see Attachment A;
see also Item 5)
8. Shared Voting Power: 0
9. Sole Dispositive Power: 50,000,000
(Represents the aggregate number of shares beneficially owned by the
Reporting Persons filing this Schedule 13D -- see Attachment A;
see also Item 5)
10.Shared Dispositive Power: 0
11.Aggregate Amount Beneficially Owned by Reporting Person: 50,000,000
(Represents the aggregate number of shares beneficially owned by the
Reporting Persons filing this Schedule 13D -- see Attachment A;
see also Item 5)
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)
CO
ATTACHMENT A
The Lincoln National Life Insurance Company ( LNLIC ) has acquired
25,000,000 shares of American States Financial Corporation ("ASFC")
Common Stock and Lincoln Funds Corporation ( LFC ) has acquired 7,500,000
shares of ASFC Common Stock from Lincoln National Corporation ( LNC ).
Prior to such acquisition, LNC directly owned 50,000,000 shares of ASFC
Common Stock; thus, after such acquisition, LNC continues to own directly
17,500,000 shares of ASFC Common Stock.
LNLIC and LFC are direct wholly-owned subsidiaries of LNC.
<PAGE>
AMENDMENT NO. 3
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 2. Identity and Background.
Item 2 is amended to read in its entirety as follows:
This statement is being filed by Lincoln National Corporation, an Indiana
corporation ( LNC ), and two of LNC s direct wholly-owned subsidiaries,
The Lincoln National Life Insurance Company, an Indiana corporation
( LNLIC ) which has its principal office and business address at 1300
South Clinton Street, Fort Wayne, Indiana 46802-3506, and Lincoln Funds
Corporation, a Delaware corporation ( LFC )which has its principal office
and business address at 1403 Foulk Road, Suite 102, Foulkstone Plaza,
Wilmington, Delaware 19803. LNC has its principal office and
business address at 200 East Berry Street, Fort Wayne, Indiana
46802-2706.
LNC is a holding company whose operating subsidiaries are primarily
engaged in the insurance and financial services businesses.
Each executive officer and director of LNC, LNLIC and LFC is a citizen
of the United States. The name, business address and present principal
occupation of each such executive officer and director are set forth in
Annex I to this statement, which is incorporated herein by reference.
None of LNC, LNLIC and LFC nor, to the best of their knowledge, any
director or executive officer of LNC, LNLIC or LFC has, during the
last five years, been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which proceeding such party 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.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and supplemented by adding to the information
previously filed under this item the following:
LNC gave, in the form of capital contributions, 7,500,000 shares of
ASFC Common Stock for all of the issued and outstanding shares of LFC
common stock, and 25,000,000 shares of ASFC Common Stock to LNLIC
in exchange for additional shares of LNLIC common stock (although no
additional shares of LNLIC will be issued).
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented by adding to the information
previously filed under this item the following:
Prior to the acquisition of the ASFC Common Stock, SAFECO Corporation
( Buyer ), LNC, LNLIC, LFC and American States Financial Corporation
(the Issuer ) entered into Amendment No. 1 to the Voting Agreement
dated as of July 22, 1997, which adds LNLIC and LFC as parties to the
Voting, Support and Indemnification Agreement dated June 6, 1997.
Accordingly, each of LNLIC and LFC (together with LNC) has agreed,
among other things, (i) to vote all ASFC Common Stock held by it in
favor of (x) the merger of ASFC Acquisition Co., a wholly owned
subsidiary of Buyer ( Buyer Sub ), with and into the Issuer (the
Merger ), (y) the Agreement and Plan of Merger dated as of June 6,
1997, by and among the Issuer, Buyer and Buyer Sub, and (z) the
transactions contemplated thereby, and (ii) to grant Buyer an
irrevocable proxy in all ASFC Common Stock held by it for purposes
of a vote at a meeting of the holders of ASFC Common Stock held to
consider the Merger.
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:
On August 14, 1997, LNLIC acquired 25,000,000 shares of ASFC Common
Stock from LNC in exchange for additional shares of LNLIC stock.
On August 14, 1997, LFC acquired 7,500,000 shares of ASFC Common
Stock from LNC for all of the issued and outstanding shares of LFC.
The following executive officers and directors of LNC, LNLIC and LFC
beneficially own the number of shares of ASFC Common Stock set forth
opposite their respective names:
LNC, LNLIC and LFC Executive Number of Shares of ASFC
Officers and Directors; Common Stock Beneficially owned
as of August 21, 1997:
Nancy J. Alford 0
Robert A. Anker 1,000
Roland C. Baker 0
J. Patrick Barrett 0
Thomas D. Bell, Jr. 0
Jon A. Boscia 0
George M. Chamberlain, Jr. 0
George E. Davis 0
David K. Downes 0
June E. Drewry 0
C. Lawrence Edris 0
Daniel R. Efroymson 0
Melanie T. Hall 0
Joseph H. Hastings 0
J. Michael Hemp 0
Philip L. Holstein 0
Jack D. Hunter 0
Harry L. Kavetas 10,000
Barbara S. Kowalczyk 0
M. Leanne Lachman 0
Stephen H. Lewis 0
H. Thomas McMeekin 0
Earl L. Neal 0
Jeffrey J. Nick 0
Roel Pieper 0
John M. Pietruski 0
Richard S. Robertson 0
Ian M. Rolland 0
Arthur S. Ross 0
Lawrence T. Rowland 0
Keith J. Ryan 0
Jill S. Ruckelshaus 0
Gabriel L. Shaheen 800*
Donald L. VanWyngarden 0
Richard C. Vaughan 0
Gordon A. Walker 0
Michael R. Walker 300
Roy Washington 0
Gilbert R. Whitaker, Jr. 0
Michael L. Wright 0
*Number of shares confirmed as of March, 1997
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is amended and supplemented by adding to the information previously
filed under this item the following:
As described in Item 4 above, LNLIC and LFC have been added as parties to
the Voting Agreement. Their obligation to vote in favor of the Merger is
subject to the receipt of any required state insurance department approvals.
A copy of Amendment No. 1 to the Voting Agreement is included as
Exhibit VII and is incorporated herein by reference.
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 VII Amendment No. 1 to Voting Agreement
Exhibit VIII Joint Filing Agreement
Annex I
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below are the names of each director and executive
officer of LNC, LNLIC and LFC and the position each such director
and executive officer holds with such company or, where appropriate,
with a subsidiary of such company. Unless otherwise noted below:
(i) the principal occupation of each such director and executive
officer is his or her position with LNC, LNLIC or LFC; (ii) the
business address of each LNC director or executive officer is 200
East Berry Street, Fort Wayne, Indiana 46802; and (iii) the business
address of each LNLIC director or executive officer is 1300 South
Clinton Street, Fort Wayne, Indiana 46802.
Position with Principal Occupation
Name LNC and/or Business Address
George E. Davis Senior Vice President
June E. Drewry Senior Vice President
Jack D. Hunter Executive Vice President
and General Counsel
Barbara S.Kowalczyk Senior Vice President
H. Thomas McMeekin Executive Vice President
and Chief Investment
Officer
Richard S.Robertson Executive Vice President
Ian M. Rolland Chairman and Director
Chief Executive Officer
and President
Donald L.
VanWyngarden Second Vice President
and Controller
Richard C. Vaughan Executive Vice President
and Chief Financial
Officer
J. Patrick Barrett Director, Chairman and Chief
Executive Officer
CARPAT Investments
4605 Watergap
Manlius, NY 13104
Thomas D. Bell, Jr. Director President and Chief
Executive Officer
Burson-Marsteller
230 Park Avenue South
New York, NY 10003
Daniel R. Efroymson Director President, Treasurer
and Director
Real Silk Investments,Inc.
445 N.Pennsylvania Street
Suite 500
Indianapolis, IN 46204
Harry L. Kavetas Director Chief Financial Officer
and Executive Vice
President
Eastman Kodak Company
343 State Street
Rochester, NY 14650
M. Leanne Lachmman Director Managing Director
Schroder Real Estate
Associates
437 Madison Avenue
18th Floor
New York, NY 10022
Earl L. Neal Director Attorney at Law
Earl L.Neal & Associates
111 West Washington Street
Suite 1700
Chicago, IL 60602
Roel Pieper Director President, Chief Executive
Officer and Director
Tandem Computers, Inc.
10435 North Tantau Avenue
MS 200-01
Cupertino, CA 95014
John M. Pietruski Director Chairman
Texas Biotechnology Corp.
One Penn Plaza
Suite 3408
New York, NY 10119
Jill S. Ruckelshaus Director Director
Seattle First Bank Corp.
1015 Evergreen Point Road
Medina, WA 98039
Gordon A. Walker Director Chariman and Chief
Executive Officer
Hollinee, Inc.
25 Skippack Pike
Ambler, PA 19002
Gilbert R.
Whitaker, Jr. Director Dean and Professor of
Business Economics
Jone Graduate School of
Administration M531
Rice University
6100 South Main Street
Houston, TX 77005
Robert A. Anker (officer of affiliate) Chairman and Chief
Executive Officer
American States Financial
Corporation
500 North Meridian Street
Indianapolis, IN 46204
Jon A. Boscia (officer of affiliate) Director, Chief Executive
Officer and President
The Lincoln National Life
Insurance Company
1300 South Clinton Street
Fort Wayne, IN 46802
Jeffrey J. Nick (officer of affiliate) Chief Executive Officer
and President
Lincoln National Investment
Companies, Inc.
200 East Berry Street
Fort Wayne, In 46802
Lawrence T. Rowland (officer of affiliate) President and Chief
Executive Officer
Lincoln National
Reassurance Company
One Reinsurance Place
1700 Magnavox Way
Fort Wayne, IN 46804
Gabriel L. Shaheen (officer of affiliate) Managing Director
Lincoln National (UK) plc
The Quays
101-105 Oxford Road
Uxbridge
Middlesex UB8 1LZ U.K.
Position with Principal Occupation
Name LNLIC and/or Business Address
Nancy J. Alford Vice President
Roland C. Baker (officer of affiliate) Director and President
First Penn-Pacific Life
Insurance Company
1300 South Clinton Street
Fort Wayne, IN 46802
Jon A. Boscia Director, Chief
Executive Officer
and President
C. Lawrence Edris Vice President
Melanie T. Hall Vice President
J. Michael Hemp Senior Vice President
Philip L. Holstein (officer of affiliate)Director, President and
Treasurer
Lincoln Life & Annuity
Company of New York
120 Madison Street, MONY
Tower II, Suite 1700
Syracuse, NY 13202-2802
Jack D. Hunter Director, Executive (see above)
Vice President and
General Counsel
Stephen H. Lewis Senior Vice President
H. Thomas McMeekin Director (see above)
Ian M. Rolland Director (see above)
Arthur S. Ross Vice President
Lawrence T. Rowland Director and (see above)
Executive Vice President
Keith J. Ryan Vice President, Chief
Financial Officer and
Assistant Treasurer
Richard C. Vaughan Director (see above)
Michael R. Walker Vice President
Roy V. Washington Vice President
Michael L. Wright Senior Vice President
Position with Principal Occupation
Name LFC and/or Business Address
Barbara S. Kowalczyk Director (see above)
Ian M. Rolland Director (see above)
Richard C. Vaughan Director (see above)
Jeffrey J. Nick President (see above)
David K. Downes Vice President Executive Vice President,
Chief Operating Officer and
Chief Financial Officer
Delaware Management
Holdings, Inc.
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
George M.
Chamberlain,Jr. Secretary Senior Vice President,
Secretary and General
Counsel
Delaware Management
Holdings, Inc.
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
Joseph H. Hastings Treasurer Senior Vice President,
Corporate Controller and
Treasurer
Delaware Management
Holdings, Inc.
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
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
August 21, 1997 By: /S/RICHARD VAUGHAN
Date Name: Richard C. Vaughan
Title: Executive Vice President
and Chief Financial Officer
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
August 21, 1997 By: /S/JON A. BOSCIA
Date Name: Jon A. Boscia
Title: Chief Executive
Officer and President
LINCOLN FUNDS CORPORATION
August 21, 1997 By: /S/JEFFREY J. NICK
Date Name: Jeffrey J. Nick
Title:President
Exhibit VII
AMENDMENT NO. 1
TO
VOTING AGREEMENT
THIS AMENDMENT NO. 1 (this Amendment ) to the Voting Agreement (as
defined below) is made and entered into as of July 22, 1997, by and among
SAFECO Corporation, a Washington corporation ( SAFECO ), Lincoln National
Corporation, an Indiana corporation ( LNC ), The Lincoln National Life
Insurance Company, an Indiana corporation ( LNLIC ),Lincoln Funds
Corporation, a Delaware corporation ( LFC ), and American States
Financial Corporation, an Indiana corporation ( ASFC ).
WHEREAS, SAFECO and LNC are parties to, and ASFC has agreed to and
acknowledged Sections 3 and 6 of, that certain Voting, Support and
Indemnification Agreement dated June 6, 1997 (the Voting Agreement );
WHEREAS, LNC desires to transfer certain shares of Common Stock (as
defined in the Voting Agreement) to each of LNLIC and LFC; and
WHEREAS, Section 3(e) of the Voting Agreement provides that, prior to
such transfer, LNLIC and LFC shall become parties to the Voting Agreement;
NOW, THEREFORE, in consideration of the premises, and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto do hereby agree, effective for all
purposes as of the date first above written, as follows:
1. The Voting Agreement is hereby amended to add each of LNLIC and
LFC as a party thereto.
2. Each of LNLIC and LFC shall be, and hereby is, bound by the
terms of the Voting Agreement.
3. The Voting Agreement is hereby ratified and confirmed in all
other respects, and the Voting Agreement, as amended by this Amendment,
shall continue in full force and effect.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the date first above written.
SAFECO CORPORATION
By: /S/ROD A. PIERSON
Name: Rod A. Pierson
Title: Senior Vice President
and Chief Financial Officer
LINCOLN NATIONAL CORPORATION
By: /S/BARBARA S. KOWALCZYK
Name: Barbara S. Kowalczyk
Title:Senior Vice President
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
By: /S/JON A. BOSCIA
Name: Jon A. Boscia
Title:President and Chief
Executive Officer
LINCOLN FUNDS CORPORATION
By:/S/JEFFREY J. NICK
Name: Jeffrey J. Nick
Title:President
AMERICAN STATES FINANCIAL
CORPORATION
By:/S/WILLIAM J. LAWSON
Name: Wlliam J. Lawson
Title:President and Chief
Operating Officer
Exhibit VIII
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the
joint filing on behalf of each of them of a Statement on Schedule 13D
(including amendments thereto) with respect to the Common Stock of
American States Financial Corporation, and further agree that this
Joint Filing Agreement be included as an exhibit to such joint filing.
It is understood that in connection with such Statement and all
amendments thereto each such party shall be responsible only for
information supplied by such party.
In evidence thereof, the undersigned, being duly authorized,
hereby execute this Joint Filing Agreement this 21st day of
August, 1997.
LINCOLN NATIONAL CORPORATION
By:/S/RICHARD C. VAUGHAN
Name: Richard C. Vaughan
Title: Executive Vice President
and Chief Financial Officer
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
By:/S/JON A. BOSCIA
Name: Jon A. Boscia
Title: President and Chief
Executive Officer
LINCOLN FUNDS CORPORATION
By:/S/JEFFREY J. NICK
Name: Jeffrey J. Nick
Title: President
