UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 13, 1998
Date of earliest
event reported: January 2, 1998
LINCOLN NATIONAL CORPORATION
(exact name of registrant as specified in its charter)
Indiana 1-6028 35-1140070
(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
200 East Berry Street, Fort Wayne, Indiana 46802-2706
(Address of principal executive offices) (Zip Code)
219-455-2000
(Registrant's telephone number)
Item 5 OTHER INFORMATION
On June 17, 1997 and October 7, 1997 Lincoln National Corporation ("LNC") filed
Form 8-Ks with the Commission regarding the announcement and closing of the sale
of its remaining 83.3% ownership in American States Financial Corporation
("ASFC"). On August 14, 1997 LNC included an "Asset Transfer and Acquisition
Agreement dated July 27, 1997" related to the expected purchase of a block of
individual life and annuity business in its Form 10-Q filing for the quarter
ended June 30, 1997. This informational filing is a follow-up to these filings
and includes a copy of the press release announcing the completion of the
acquisition of a block of individual life and annuity business. This filing
also includes pro forma financial statements for amounts that are significant to
LNC but fall below the established guidelines for mandatory reporting under Item
2 of Form 8-K (testing completed based on the latest full year which is the year
ended December 31, 1996). While this pro forma data is based on preliminary
analysis of the business acquired, management believes it is a reasonable
projection of the accounting impact. Further analysis of the business
acquired will be completed in the first quarter of 1998. On October 1, 1997,
Lincoln National Corporation ("LNC") sold its remaining 83.3% ownership in
American States Financial Corporation ("ASFC") for $2.65 billion (includes
repayment of intercompany debt of $300 million). The sales price was determined
through the solicitation of companies that had expressed interest in acquiring
ASFC. Through its subsidiary companies, ASFC provided personal lines insurance
(auto, homeowners, multi-peril and other) and commercial lines insurance
(business owners policies, auto, multiple-peril, workers' compensation, general
liability and other) in most states of the United States. As a result of this
sale LNC will no longer be in the property-casualty insurance business on a
direct basis.
On January 2, 1998, LNC acquired a block of individual life insurance and
annuity business from CIGNA Corporation for $1.4 billion. The price resulted
from a negotiation process with the seller. This block of business includes
individual life and annuity contracts from most states in the United States.
The following pro forma condensed consolidated balance sheet of LNC and its
subsidiaries as of September 30, 1997 and the pro forma condensed consolidated
statement of income for the nine months ended September 30, 1997 have been
prepared based on the historical results of operations and financial condition
of LNC and includes 1) the divestiture of LNC's 83.3% interest in ASFC and 2)
the purchase of a block of individual life insurance and annuity business. Pro
forma adjustments, which have been prepared by LNC's management, and the
assumptions on which they are based are described in the accompanying notes to
pro forma condensed consolidated financial statements. Other
acquisition/disposition activities completed by LNC during 1997,
which are not related to the transactions described above, have not been
included in the following pro forma condensed consolidated financial statements
since they are not material to LNC's financial position or results of operations
either individually or in the aggregate as defined within the regulatory
guidelines.
The pro forma condensed consolidated balance sheet assumes that LNC's
divestiture of ASFC, the acquisition of the block of individual life insurance
and annuity business, debt retirement and stock buy-back had been consummated as
of September 30, 1997. The pro forma condensed consolidated statement of income
assumes that LNC's divestiture of ASFC, the acquisition of the block of
individual life insurance and annuity business, debt retirement and stock
buy-back had been consummated on January 1, 1997. The actual dates for the
disposition of ASFC and the acquisition of the block of individual life
insurance and annuity business were October 1, 1997 and January 2,
1998, respectively.
LNC believes that the following pro forma financial statements may not be 1)
indicative of the results that actually would have occurred if the divestiture
and acquisition described in this document had been in effect on the dates
indicated or 2) indicative of the results which may be achieved in the future.
The pro forma financial statements should be read in conjunction with the
accompanying notes and the audited financial statements of LNC.
PRESS RELEASE
January 5, 1998
LNC COMPLETES $1.4 BILLION ACQUISITION
OF CIGNA'S INDIVIDUAL LIFE & ANNUITIES BUSINESS
Lincoln National Corporation (NYSE: LNC) said today it completed the previously
announced acquisition of the individual life and annuities business of CIGNA
Corporation (NYSE: CI) for $1.4 billion in cash on January 2.
The acquisition, which was announced July 28, brings to Lincoln Life
approximately $37 billion of individual life insurance in force, a premier
career agency with 600 financial planners, expanded estate and financial
planning capabilities, a life brokerage operation and an annuity distribution
system. CIGNA's corporate-owned life insurance; group life insurance;
international life insurance; and life, health and accident reinsurance
businesses were not part of the transaction.
"This marks a significant step in LNC's strategy to become a more focused
financial services company," said Ian M. Rolland, chairman and chief executive
officer. "With increased strength in the life and annuities business, LNC
is poised to be a leading provider of wealth protection and wealth accumulation
products."
LNC also said today that certain costs arising from the integration of the
acquired businesses with Lincoln Life will be charged to earnings in the first
quarter of 1998. The charge is expected to be $30 million, pretax. In
addition, LNC expects to realize expense savings of at least $40 million,
pretax, by 1999 through consolidation.
Lincoln Life will operate from two primary locations, Fort Wayne, Ind., and
Hartford, Conn. It is expected approximately 250 jobs will be eliminated in
Fort Wayne and about 30 in Hartford in connection with the integration.
Jon Boscia, president and chief executive officer of Lincoln Life, said the
management of the combined annuities operation will be located in Fort Wayne
while the management of the combined life insurance operation will be
based in Hartford. "We will achieve a better business and operational balance
by managing these businesses from locations where we have the greatest
capabilities and can capitalize on existing efficiencies.
"Lincoln Life now has a product portfolio in life insurance and annuities that
is as full in its offerings and as up-to-date as any other insurance company,"
Boscia said.
With the acquisition, Lincoln Life now has a 2,300-member career agency force.
Its products also are distributed through 15,000 brokers and 57,000
stockbrokers.
Lincoln Life is part of LNC, a prominent financial services holding company in
the United States with more than $120 billion in assets under management and
annual revenues of $5.0 billion. Its wealth accumulation and protection
businesses provide annuities, life insurance, 401(k) plans, life-health
reinsurance, institutional investment management and mutual funds.
<TABLE>
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
September 30, 1997
(in millions)
<CAPTION>
As Reported Acquisition of Pro Forma
Lincoln Disposition Life Insurance
National of and Annuity
Corporation ASFC Business Adjustments Consolidated
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments $29,862.4 $ $5,512.3 $ $35,374.7
Cash and invested cash 1,247.0 200.0 (200.0)(a) 1,247.0
Separate Accounts 36,762.3 36,762.3
Other 5,425.0 92.3 5,517.3
Goodwill and other
intangibles 995.2 1,400.0 2,395.2
Discontinued operations 5,671.6 (5,671.6) --
Total Assets 79,963.5 (5,671.6) 7,204.6 (200.0) 81,296.5
LIABILITIES AND
SHAREHOLDERS' EQUITY:
Insurance and
investment contract
liabilities 67,985.0 5,270.7 73,255.7
Short and long-term debt 1,292.5 (482.0)(b) 810.5
Other liabilities 1,894.4 333.9 81.0 (c) 2,309.3
Discontinued operations 4,150.5 (4,150.5) --
Total Liabilities 75,322.4 (4,150.5) 5,604.6 (401.0) 76,375.5
Preferred stock 1.2 1.2
Common stock 962.5 (304.5) 261.2 (d) 919.2
Retained earnings 3,045.9 (1,040.0) 1,600.0 (60.2)(d) 3,545.7
Net unrealized gain
(loss) on securities
available-for-sale 597.4 (176.6) 420.8
Other shareholders'
equity 34.1 34.1
Total Shareholders'
Equity 4,641.1 (1,521.1) 1,600.0 201.0 4,921.0
Total Liabilities and
Shareholders' Equity $79,963.5 $(5,671.6) $7,204.6 $(200.0) $81,296.5
See notes to unaudited pro forma condensed consolidated financial statements.
</TABLE>
<TABLE>
PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT (UNAUDITED)
Nine Months Ended September 30, 1997
(in millions, except per share amounts)
<CAPTION>
As Reported Acquisition of Pro Forma
Lincoln Disposition Life Insurance
National of and Annuity
Corporation ASFC Business Adjustments Consolidated
<S> <C> <C> <C> <C> <C>
REVENUE:
Premiums and other
considerations $1,855.9 $ $359.0 $ $2,214.9
Net investment income 1,665.7 341.0 2,006.7
Realized gain on
investments 71.6 3.0 74.6
Gain (loss) on sale of
subsidiaries -- --
Total Revenue 3,593.2 703.0 4,296.2
BENEFITS AND EXPENSES:
Benefits and settlement
expenses 2,149.5 457.0 2,606.5
Underwriting,
acquisition, insurance
and other expenses 1,175.8 135.0 12.9 (e) 1,323.7
Interest expense 70.1 (14.8)(f) 55.3
Total Benefits
and Expenses 3,395.4 592.0 (1.9) 3,985.5
Net Income from
Continuing Operations
before Federal Income
Taxes 197.8 111.0 1.9 310.7
Federal Income Taxes 37.9 39.0 5.2(g) 82.1
Net Income (loss) from
Continuing Operations 159.9 72.0 (3.3) 228.6
Discontinued Operations 134.9 (134.9) --
Net Income (Loss) $ 294.8 $(134.9) $72.0 $ (3.3) $228.6(h)
Net Income Per Share $ 2.85 2.31(i)
See notes to unaudited pro forma condensed consolidated financial statements.
</TABLE>
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Balance Sheet Items:
(a) Pro forma adjustments, reflect LNC's receipt of cash proceeds of $2.65
billion from the sale of ASFC and disbursements of 1) $447.6 million for income
taxes related to the ASFC sale, 2) $482.0 million to retire debt, 3) $320.4
million to buy-back shares of its own common stock and 4) $1.4 billion for the
purchase of a block of individual life and annuity business. In addition, LNC
increased the capital in its Life Insurance and Annuity segment by $200 million
to support the block of individual life and annuity business by $200 million.
(b) Pro forma adjustment to reflect LNC's retirement of $482.0 million of LNC
debt.
(c) Pro forma adjustments to restore net items designated as discontinued
operations in the September 30, 1997 balance sheet but subsequently retained by
LNC.
(d) Pro forma adjustments to common stock reflect the net result of an addition
of $304.5 million consolidating adjustment for ASFC's common stock and a
reduction of $43.3 million for the buy-back of LNC common stock.
Pro forma adjustments to retained earnings reflect the net result of
additions of 1) $1.040 billion consolidating adjustment for ASFC's retained
earnings and 2) $776.9 million for the after-tax gain on sale of ASFC and
reductions of 1) $277.1 million for the buy-back of LNC common stock, 2) $1.6
billion for a consolidating adjustment related to the block of individual
life and annuity business.
A resolution passed on June 9, 1997 by the Board of Directors of LNC in
conjunction with the sale of ASFC authorized a buy-back of LNC common stock
totaling $500 million. Between June 9, 1997 and September 30, 1997, LNC
disbursed $179.6 million to repurchase its common stock. This amount, along
with the amounts shown above ($43.3 million and $277.1 million) totals $500
million.
Income Statements Items:
(e) Assumption has been made that amortization of deferred acquisition costs
and present value of future profits associated with the block of individual life
and annuity business prior to the acquisition is equal to the amortization of
present value of future profits that results after the completion of the
acquisition. Adjustment to underwriting, acquisition, insurance and other
expenses represent nine months of amortization of goodwill that results from
this transaction.
(f) Pro forma adjustment to reflect reduction in interest expense due to
repayment of $86.7 million in long-term debt and $204.5 million in short-term
debt outstanding as of January 1, 1997.
(g) The pro forma adjustments reflect the tax expense related to the income
resulting from a reduction in interest expense as shown in "(f)" above was
calculated using a federal statutory rate of 35%.
(h) LNC recorded a gain on sale of ASFC of $776.9 million ($1.225 billion
pre-tax) in October of 1997. This gain was not reflected in the pro forma
condensed statement of income.
(i) Net income per share "as reported" is based on 103,480,259 average shares
outstanding. The net income per share amount on a "pro forma" basis, is based
on average shares of 98,903,136. This reduced average shares reflect the
buy-back of shares as authorized by the Board of Directors in conjunction with
the sale of ASFC.
SIGNATURE PAGE
LINCOLN NATIONAL CORPORATION
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Lincoln National Corporation
By /s/ Richard C. Vaughan
Richard C. Vaughan
Executive Vice President and
Chief Financial Officer
By /s/ Donald L.Van Wyngarden
Donald L. Van Wyngarden
Second Vice President and
Controller
Date January 13, 1998
