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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
LINCOLN NATIONAL CORPORATION
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
534187 10 9
(CUSIP Number)
The Dai-ichi Mutual Life Insurance Company Copy to:
13-1, Yurakucho 1-chome Coudert Brothers
Chiyoda-ku, Tokyo 100 1114 Avenue of the Americas
011-813-5221-4340 New York, NY 10036-7703
Attn: General Manager, International Marilyn Selby Okoshi
(Name, Address and Telephone (212) 626-4400
Number of Person Authorized
to Receive Notices and Communications)
August 10, 1999
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Continued on following pages)
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*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 disclosure
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).
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13D
CUSIP No. 534187 10 9
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1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Dai-ichi Mutual Life Insurance Company
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (1)
(b) / / (2)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*: WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / / (3)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
- --------------------------------- -------- =====================================
NUMBER OF SHARES 7. SOLE VOTING POWER:
BENEFICIALLY 10,508,622
OWNED BY EACH
REPORTING PERSON
WITH -------- =====================================
8. SHARED VOTING POWER:
- 0 -
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9. SOLE DISPOSITIVE POWER:
10,508,622
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10. SHARED DISPOSITIVE POWER:
- 0 -
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,508,622
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / / (4)
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.37%
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14. TYPE OF REPORTING PERSON: IC, CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
13D
Preamble
The Schedule 13D, dated July 6, 1990, as amended June 4, 1991, January
24, 1996, and December 19, 1996, filed by The Dai-ichi Mutual Life Insurance
Company, a Japanese mutual life insurance company ("Dai-ichi") with respect to
the common stock without par value (the "Common Stock") of Lincoln National
Corporation, an Indiana corporation (the "Company") is hereby amended as set
forth below.
Item 2. Identity and Background.
------------------------
Item 2 is amended to read in its entirety as follows:
(a); (b) This statement is filed by The Dai-ichi Mutual Life Insurance
Company, a Japanese mutual life insurance company. Dai-ichi's principal business
is insurance and the address of its principal business and its principal office
is 13-1, Yurakucho 1-chome, Chiyoda-ku, Tokyo 100.
DIRECTORS AND EXECUTIVE OFFICERS OF DAI-ICHI
<TABLE>
<CAPTION>
NAME TITLE BUSINESS ADDRESS
<S> <C> <C>
Takahide Sakurai Chairman of the Board Y
Tomijiro Morita President Y
Susumu Ensaka Deputy President Y
Masami Tabei Senior Managing Director Y
Ryozo Nishigaki Senior Managing Director O
Hiroshi Kadokura Senior Managing Director Y
Masao Miyamoto Managing Director M
Shigeru Muranaka Managing Director OS
Makoto Koshino Managing Director Y
Rikio Nagahama Managing Director Y
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Katsutoshi Saito Managing Director Y
Tetsujiro Hayashi Managing Director Y
Kunihiro Kawashima Managing Director Y
Kenjiro Imada Managing Director F
Masayuki Koyama Managing Director N
Koichi Sato Managing Director Y
Koichi Iki Managing Director Y
Hiroyuki Koizumi Managing Director Y
Gaishi Hiraiwa Director T
Sugiichiro Watari Director TS
Hiroo Wakabayashi Director M
Yasunori Takasaki Director Y
Akira Kakutani Director M
Takashi Saito Director Y
Shigenori Takano Director Y
Nobuyoshi Douke Director Y
</TABLE>
Addresses:
Y: 13-1 Yurakucho 1-chome, Chiyoda-ku, Tokyo 100-8411, JAPAN
O: 300 Yamada Oi-machi, Ashigarakami-gun, Kanagawa 258-8511, JAPAN
M: 1-1 Marunouchi 3-chome, Chiyoda-ku, Tokyo 100-8411, JAPAN
OS: 8-17 Umeda 1-chome, Kita-ku, Osaka 530-0001, JAPAN
F: 1-1 Tenjin 1-chome, Chuo-ku, Fukuoka-shi, Fukuoka 810-0001, JAPAN
N: 4-6 Nishiki 3-chome, Naka-ku, Nagoya-shi, Aichi 460-0003, JAPAN
T: 1-3 Uchisaiwai-cho 1-chome, Chiyoda-ku, Tokyo 100-0011, JAPAN
TS: 1-1 Shibaura 1-chome, Minato-ku, Tokyo 105-8001, JAPAN
(c) With the exception of Mr. Hiraiwa and Mr. Watari, all of the
directors and executive officers of Dai-ichi listed in response to Item 2(a) are
principally employed by Dai-ichi and are engaged in the management of Dai-ichi
at the respective addresses listed in response to Item 2(b). Mr. Hiraiwa's
principal employment is as Advisor to Tokyo Electric Power Company Incorporated
at the address set forth in response to Item 2(b). Mr. Watari's principal
employment is as Advisor of Toshiba Corporation at the address set forth in
response to Item 2(b).
(d); (e) During the last five years, neither Dai-ichi nor, to the best
of Dai-ichi's knowledge, any of the directors or executive officers of Dai-ichi
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or
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mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Dai-ichi is organized under the laws of Japan and each of the
directors and executive officers of Dai-ichi is a Japanese citizen.
Item 5 Interest in the Securities of the Issuer.
----------------------------------------
Item 5 is amended to read in its entirety as follows:
(a) Based on information provided by the Company on August 9, 1999,
Dai-ichi beneficially owns 10,508,622 shares of the Common Stock of the Company
which is equal to 5.37% of the total issued and outstanding shares of the Common
Stock on August 13, 1999. To the best of Dai-ichi's knowledge, none of the
directors or executive officers of Dai-ichi named in Item 2 beneficially owns
any Stock of any class of the Company.
(b) Dai-ichi has the sole power to vote or to direct the vote and the
sole power to dispose or to direct the disposition of all 10,508,622 shares of
the Common Stock that it owns.
(c) Dai-ichi effected the following transactions during the sixty days
preceding the date hereof. None of the persons or entities named in Item 2 above
effected any other transactions in the Common Stock during the sixty days
preceding the date hereof.
<TABLE>
<CAPTION>
Transaction Date Security No. Price/Share Market
- ----------- ---- -------- --- ----------- ------
<S> <C> <C> <C> <C> <C>
Sale 8/13/99 Common 3,000,000 $48.730375 private sale
</TABLE>
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Undertakings or Relationships with
------------------------------------------------------------
respect to Securities of the Issuer.
------------------------------------
Item 6 is amended by adding the following:
Pursuant to a letter agreement dated August 10, 1999, Dai-ichi agreed
to sell to the Company and the Company agreed to purchase three million
(3,000,000) shares of Common Stock of the Company currently held by Dai-ichi
(the "Sale and Purchase Agreement") at a price equal to 97% of the average
closing price for the ten trading days ending August 9, 1999. The Sale and
Purchase Agreement is attached hereto as Exhibit 3 and is incorporated herein by
reference.
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Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit 1 Investment Agreement*
Exhibit 2 Business Association Agreement*
Exhibit 3 Sale and Purchase Agreement dated as of August 10, 1999
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* Filed with the Reporting Persons' original filing on Schedule 13D.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: August 10, 1999
THE DAI-ICHI MUTUAL LIFE INSURANCE COMPANY
By: /s/ Masami Tabei
-----------------------------------
Name: Masami Tabei
Title: Senior Managing Director
<PAGE>
LINCOLN NATIONAL CORPORATION
200 E. Berry Street
Fort Wayne, Indiana 46802
August 10, 1999
The Dai-ichi Mutual Life Insurance Company
1-13-1 Yuraku-Cho
Chiyoda-ku
Tokyo, Japan 100-84-11
Ladies and Gentlemen:
This letter agreement sets forth the terms and conditions for the
purchase by Lincoln National Corporation, an Indiana corporation (the
"Company"), of three million (3,000,000) shares of Common Stock of the Company
(the "Shares") currently held by The Dai-ichi Mutual Life Insurance Company, a
mutual life insurance company organized under the laws of Japan (the "Seller").
These shares represent approximately 1 1/2% of the Company's outstanding Common
Stock. You had contacted the Company and indicated that you desired to dispose
of the Shares. The Company agrees to purchase those Shares on the terms and
subject to the provisions set forth in this letter agreement.
1. ACQUISITION OF SHARES; PAYMENT. On August 13, 1999, or such other
date on which the parties may mutually agree (the "Closing Date"), the Seller
will sell, assign, convey, transfer and deliver to the Company and the Company
shall purchase and acquire from the Seller the Shares. On the Closing Date, the
Seller shall transfer to the Company the Shares, free and clear of any and all
liens, pledges, restrictions, encumbrances or interests of third persons of any
nature whatsoever and the Company shall pay to the Seller an amount equal to the
Purchase Price, as defined below, by wire transfer of immediately available
funds to an account designated by the Seller (such account to be designated no
later than 48 hours prior to the Closing Date). The Purchase Price shall be
equal to the number of Shares sold by the Seller to the Company hereunder
multiplied by ninety-seven percent (97%) of the average Quoted Price for all
trading days during the ten (10) trading day period ending on August 9, 1999.
"Quoted Price" means the last sale regular way or, in case no such sale takes
place on such day, the average of the closing bid and asked prices regular way,
in either case as reported on the New York Stock Exchange - Composite Tape.
2. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller hereby
represents and warrants to the Company that:
2.1 Title to Shares. The Seller is the record and beneficial owner
of the Shares sold by it. The Shares are and on the Closing Date will be owned
by the Seller free and
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The Dai-Ichi Mutual Life Insurance Company
August 10, 1999
Page 2
clear of any and all liens, pledges, restrictions, encumbrances, or interests of
any third persons whatsoever (except as may be set forth in the Investment
Agreement, dated as of June 25, 1990, by and between the Company and the
Seller), and the Seller has good and marketable title to and right to sell the
Shares as herein provided.
2.2 Authorization and Effect. The execution, delivery and
performance of this letter agreement and any other documents contemplated hereby
to be executed by the Seller (including the stock power effecting the transfer
of the Shares to the Company) and the consummation of the transaction
contemplated by this letter agreement have been duly and validly authorized and
approved by all necessary action of the Seller prior to the Seller's execution
of this letter agreement. This agreement constitutes a valid and binding
obligation of the Seller, enforceable in accordance with its terms subject to
the effect of bankruptcy, insolvency, reorganization or other similar laws and
to general principles of equity (whether considered in proceedings at law or in
equity).
2.3 No Violation or Breach. The execution, delivery and performance
of this letter agreement by the Seller and any other documents contemplated
hereby to be executed by the Seller (including the stock power effecting the
transfer of the Shares to the Company) and the consummation of the transaction
contemplated, do not and will not violate the articles of incorporation or
bylaws or comparable organizational documents of the Seller; nor will such
actions result in any violation of any statute or any rule, order or regulation
of any court or governmental agency or body having jurisdiction over the Seller
or any of its properties and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency
or body is required for the sale of the Shares by the Seller.
2.4 Accuracy of Information, Representations, and Warranties. No
representation or warranty by the Seller in this letter agreement, nor any
statement or certificate furnished or to be furnished by the Seller pursuant to
this letter agreement, nor any document or certificate delivered by the Seller
to the Company, contains or shall contain any untrue or misleading statement of
material fact.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
3.1 Good Standing and Authorization. The Company is a corporation,
duly organized and validly existing under the laws of the State of Indiana. The
execution, delivery and performance of this letter agreement and any other
documents contemplated hereby have been duly and validly authorized and approved
by all necessary action of the Company prior to the Company's execution of this
letter agreement. This agreement constitutes a valid and binding obligation of
the Company, enforceable in accordance with its terms subject to the effect
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The Dai-Ichi Mutual Life Insurance Company
August 10, 1999
Page 3
of bankruptcy, insolvency, reorganization or other similar laws and to general
principles of equity (whether considered in proceedings at law or in equity).
3.2 No Violation or Breach. The execution, delivery and performance
of this letter agreement and the consummation of the transaction contemplated
hereby, do not and will not violate the articles of incorporation or bylaws of
the Company or result in a breach of or constitute a default under, or give any
third parties any rights, including but not limited to rights of termination,
cancellation, or acceleration, under, any of the terms, provisions or conditions
of any court or administrative order or process, or any agreement, contract, or
instrument to which the Company is a party or by which it is bound; nor will
such actions result in any violation of any statute or any rule, order or
regulation of any court or governmental agency or body having jurisdiction over
the Company or any of its properties and no consent, approval, authorization,
order, registration or qualification of or with any such court or governmental
agency or body is required for the purchase of the Shares by the Company.
4. CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. The obligations
of the Company under this Agreement are subject to the satisfaction, at or
before the closing, of each of the following conditions:
4.1 All representations and warranties of the Seller made herein
shall be true in all respects at and as of the Closing Date, as though made
thereat.
4.2 The Seller shall have transferred to the Company the Shares in a
manner satisfactory to counsel for the Company.
4.3 The Seller shall not have taken or caused any other party to
take any actions to affect improperly the price of the Shares during the ten
(10) trading day period ending on August 9, 1999.
4.4 The Seller shall deliver such other documents, certificates or
instrument as may be reasonably requested by the Company to effect the
transaction contemplated by this letter agreement.
5. CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATIONS. The obligations of
the Seller under this Agreement are subject to the satisfaction, at or before
the closing, of each of the following conditions:
5.1 Bring-Down of Representations, Warranties and Covenants. All
representations and warranties of the Company made herein shall be true in all
respects at and as of the Closing Date, as though made thereat.
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The Dai-Ichi Mutual Life Insurance Company
August 10, 1999
Page 4
5.2 Payment of Purchase Price. The Seller shall have received the
Purchase Price as set forth in this letter agreement.
5.3 The Company shall not have taken or caused any other party to
take any actions to affect improperly the price of the Share during the ten (10)
trading day period ending on August 9, 1999.
5.4 Other Documents. The Company shall deliver such other documents,
certificates or instrument as may be reasonably requested by the Seller to
effect the transaction contemplated by this letter agreement.
6. MISCELLANEOUS PROVISIONS.
6.1 (a) Brokerage. The Seller and the Company shall mutually
indemnify and hold each other harmless from and against any claim against or
liability of the other to any third party for or on account of any commission,
brokerage fee, finder's fee or the like, due or alleged to be due from such
party to any such third party.
(b) Seller Indemnity. The Seller agrees unconditionally to
indemnify, defend and hold harmless the Company, from and against any and all
losses, damages, claims, demands, deficiencies, costs, and expenses (including
reasonable attorneys' fees) of every kind, nature or description which arise out
of or result from or as a consequence of (i) any and all federal, state, local
or foreign taxes that arise or may arise in connection with the purchase by the
Company of the Shares from the Seller; and (ii) any breach of any
representation, warranty or undertaking made by the Seller in this letter
agreement or in any other document, exhibit, certificate or instrument delivered
in connection herewith.
(c) Company Indemnity. The Company agrees unconditionally to
indemnify, defend and hold harmless the Seller, from and against any and all
losses, damages, claims, demands, deficiencies, costs, and expenses (including
reasonable attorneys' fees) of every kind, nature or description which arise out
of or result from or as a consequence of any breach of any representation,
warranty or undertaking made by the Company in this letter agreement or in any
other document, exhibit, certificate or instrument delivered in connection
herewith.
6.2 Expenses. The costs and expenses incurred by each of the parties
hereto relating to the purchase and sale of the Shares, including but not
limited to, any federal, state or local taxes, transfer taxes and expenses
incurred in the negotiation, preparation, and consummation of this letter
agreement and the transaction hereby contemplated, shall be borne by each
individually and shall not in any manner affect the price paid hereunder.
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The Dai-Ichi Mutual Life Insurance Company
August 10, 1999
Page 5
6.3 Public Announcement. The Company shall determine when and the
extent to which it is desirable or necessary to issue any press release or other
public statements with respect to the transaction contemplated by this letter
agreement. The Company will not issue any press release or make any such press
release or public statement without consulting with the Seller and providing the
Seller with a copy of any such written press release, except as may otherwise be
required by applicable law or by obligations pursuant to a listing agreement
with any securities exchange upon which the Company's Common Stock is listed.
6.4 Counterparts. This letter agreement may be executed
simultaneously in two or more counterparts, each of which shall in such event be
deemed an original but all of which together shall constitute one and the same
instrument.
6.5 Governing Law. The interpretation, enforcement, validity and
effect shall be governed by the laws of the State of Indiana.
6.6 Survival of Provisions. Except with respect to Sections 2.1, 2.2
and 3.1 hereof (which shall survive for the applicable statute of limitations)
and Sections 6.1(b) and 6.1(c) insofar as they relate to a violation or breach
of such Sections 2.1, 2.2 or 3.1, the respective indemnities, agreements,
representations, warranties and other statements of the Seller and the Company,
as set forth in this letter agreement or made on their behalf pursuant to this
letter agreement shall survive delivery and payment for the Shares for a period
of 18 months.
If you agree with the terms, conditions and provisions set forth
herein, please acknowledge your acceptance and approval of the letter agreement
by signing below and returning a copy to the Company.
LINCOLN NATIONAL CORPORATION
By: /s/ Richard C. Vaughan
-----------------------
Name: Richard C. Vaughan
Title: Executive Vice President
and Chief Financial Officer
Accepted, approved and agreed to on August 10th, 1999
THE DAI-ICHI MUTUAL LIFE INSURANCE COMPANY
By: /s/ Masami Tabei
--------------------
Name: Masami Tabei
Title: Senior Managing Director
