SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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
011-813-5221-4341 NEW YORK, NY 10036-7703
ATTN: GENERAL MANAGER, INTERNATIONAL MARILYN SELBY OKOSHI
(Name, Address and Telephone Number of Person (212) 626-4400
Authorized to Receive Notices and Communications)
NOVEMBER 13, 2000
(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)
-----------------
*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).
<PAGE>
13D
CUSIP No. 534187 10 9
<TABLE>
<CAPTION>
=========================================================================================================
<S> <C> <C>
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE DAI-ICHI MUTUAL LIFE INSURANCE COMPANY
---------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|1
(b) |_|2
---------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
---------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS*:
---------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_|3
---------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
JAPAN
---------------------------------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY 7. SOLE VOTING POWER:
OWNED BY EACH REPORTING PERSON 8,878,622
WITH
-----------------------------------------------------------------------
8. SHARED VOTING POWER:
- 0 -
-----------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER:
8,878,622
-----------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
- 0 -
---------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,878,622
---------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|4
---------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.6%
---------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: IC, CO
=========================================================================================================
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
PREAMBLE
The Schedule 13D, dated July 6, 1990, as amended June 4, 1991, January
24, 1996, December 19, 1996, and August 10, 1999, 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 100-8411, Japan.
DIRECTORS AND EXECUTIVE OFFICERS OF DAI-ICHI
(a) NAME TITLE BUSINESS ADDRESS
Takahide Sakurai Chairman of the Board Y
Tomijiro Morita President Y
Susumu Ensaka Deputy President Y
Masami Tabei Senior Managing Director Y
<PAGE>
Ryozo Nishigaki Senior Managing Director O
Hiroshi Kadokura Senior Managing Director Y
Shigeru Muranaka Senior Managing Director OS
Makoto Koshino Managing Director M
Rikio Nagahama Managing Director Y
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
Hiroo Wakabayashi Managing Director M
Yasunori Takasaki Managing Director Y
Gaishi Hiraiwa Director T
Sugiichiro Watari Director TS
Akira Kakutani Director M
Takashi Saito Director Y
Shigenori Takano Director Y
Nobuyoshi Douke Director Y
Teruo Imano Director Y
(b) Business 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-shi, 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).
<PAGE>
(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 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) Dai-ichi beneficially owns (after consummation of the transactions
in Item 5(c) below) 8,878,622 shares of the Common Stock of the Company, which
is equal to 4.6% of the total issued and outstanding shares of the Common Stock
as reported by the Company in its quarterly report on Form 10Q for the period
ended September 30, 2000. 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 8,878,622 shares of
the Common Stock that it owns.
(c) Dai-ichi effected the following sales of Common Stock 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.
TRANSACTION DATE NO. PRICE/SHARE MARKET
----------- ---- --- ----------- ------
Sale 9/15/2000 60,000 $52.9102 NYSE
Sale 9/18/2000 7,500 $51.2917 NYSE
Sale 9/19/2000 135,500 $51.9065 NYSE
Sale 9/20/2000 42,100 $51.1250 NYSE
Sale 9/22/2000 54,900 $51.1703 NYSE
Sale 9/25/2000 60,000 $51.8571 NYSE
Sale 9/26/2000 42,900 $51.3887 NYSE
Sale 9/27/2000 23,400 $49.9466 NYSE
Sale 9/29/2000 10,000 $49.5625 NYSE
Sale 10/2/2000 3,700 $48.0000 NYSE
Sale 10/3/2000 5,000 $48.0000 NYSE
Sale 10/4/2000 15,000 $48.0000 NYSE
Sale 10/5/2000 140,000 $48.0051 NYSE
Sale 10/31/2000 30,000 $49.3958 NYSE
Sale 11/13/2000 1,000,000 $46.29325 Private Sale
<PAGE>
(d) Not Applicable.
(e) Dai-ichi ceased to be the beneficial owner of more than five
percent of the Common Stock of the Company on November 13, 2000, subject to
final settlement of the sale of 1,000,000 shares to the Company scheduled to
take place on November 20, 2000.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended by adding the following:
Pursuant to an agreement dated November 13, 2000, Dai-ichi agreed to
sell to the Company and the Company agreed to purchase one million (1,000,000)
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 Quoted Price for the
five (5) trading days ending November 10, 2000. The sale and purchase is
scheduled to be settled on November 20, 2000, and is subject to no material
conditions. "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. The Sale and Purchase Agreement is attached hereto as Exhibit 3
and is incorporated herein by reference.
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 November 13, 2000
----------------------
*Filed with the Reporting Persons' original filing on Schedule 13D.
<PAGE>
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: November 13, 2000
THE DAI-ICHI MUTUAL LIFE INSURANCE COMPANY
By: /s/ T. Saito
---------------------------------------
Name: Takashi Saito
--------------------------------
Title: Director
--------------------------------
