Lincoln 8-K

0000950159-06-000404.txt : 20060315 0000950159-06-000404.hdr.sgml : 20060315 20060314175702 ACCESSION NUMBER: 0000950159-06-000404 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060315 DATE AS OF CHANGE: 20060314 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JEFFERSON PILOT CORP CENTRAL INDEX KEY: 0000053347 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 560896180 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05955 FILM NUMBER: 06686201 BUSINESS ADDRESS: STREET 1: 100 N GREENE ST CITY: GREENSBORO STATE: NC ZIP: 27401 BUSINESS PHONE: 336-691-3000 MAIL ADDRESS: STREET 1: 100 N. GREENE ST. CITY: GREENSBORO STATE: NC ZIP: 27401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LINCOLN NATIONAL CORP CENTRAL INDEX KEY: 0000059558 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 351140070 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 1500 MARKET STREET STE 3900 STREET 2: CENTRE SQUARE WEST TOWER CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2154481475 MAIL ADDRESS: STREET 1: 1500 MARKET STREET STE 3900 STREET 2: CENTRE SQUARE TOWER CITY: PHILADELPHIA STATE: PA ZIP: 19102 425 1 lincoln8k.htm LINCOLN 8-K Lincoln 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

March 9, 2006

Date of Report (Date of earliest event reported)

Lincoln National Corporation

(Exact name of registrant as specified in its charter)


Indiana	1-6028	35-1140070
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1500 Market Street, West Tower, Suite 3900, Philadelphia, Pennsylvania 19102-2112

(Address of principal executive offices) (Zip Code)

(215) 448-1400

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[x]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On March 9, 2006, Marcia J. Avedon, Jenne K. Britell and Ron J. Ponder submitted their resignations from our Board of Directors, contingent upon the completion of the merger with Jefferson-Pilot Corporation. None of the decisions to resign had to do with any disagreement with us.

Item 8.01. Other Events

As set forth in section 5.8 of our merger agreement with Jefferson-Pilot, upon completion of the merger, we will adopt amendments to our Bylaws increasing the size of our Board of Directors to fifteen with Jefferson-Pilot designating seven of the directors. Five of the Jefferson-Pilot directors were subject to our confirmation that they qualify as independent directors under our Corporate Governance Guidelines. Our Board of Directors made its independence determination at its March 9, 2006 meeting and elected the following Jefferson-Pilot directors to fill the vacancies on the Board of Directors, subject to and contingent upon the completion of the merger:

William H. Cunningham, Professor, The University of Texas at Austin

Dennis R. Glass, President, Chief Executive Officer and Director, Jefferson-Pilot

George W. Henderson, III, Retired Chairman and CEO, Burlington Industries, Inc.

William Porter Payne, Partner, Gleacher Partners LLC

Patrick S. Pittard, Distinguished Executive in Residence, Terry Business School, University of Georgia

David A. Stonecipher, Chairman of the Board, Jefferson-Pilot

Isaiah Tidwell, Retired Executive Vice President and Director of Wealth Management for Georgia, Wachovia Bank, N.A.

The consents of each of Messrs. Cunningham, Henderson, Payne, Pittard and Tidwell to being named in our Registration Statement on Form S-4 (File No. 333-130226) and in the accompanying Proxy Statement/Prospectus forming a part thereof and any amendments thereto, as a person who will become a director of Lincoln, are attached as Exhibit 99.1 hereto. The consents of each of Messrs. Glass and Stonecipher to being named in our Registration Statement on Form S-4 (File No. 333-130226) and in the accompanying Proxy Statement/Prospectus forming a part thereof and any amendments thereto, as a person who will become a director of Lincoln, were attached as exhibits to Jefferson-Pilot’s Current Report on Form 8-K filed with the SEC on February 17, 2006.

Item 9.01. Financial Statements and Exhibits.

(c)	The following exhibit is included herewith.

Exhibit Number	Description
99.1	Consents to being named as a director

SIGNATURES

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 hereunto duly authorized.

	LINCOLN NATIONAL CORPORATION
	By: /s/ Frederick J. Crawford
	Name: Frederick J. Crawford
	Title: Senior Vice President and
	Chief Financial Officer

Date: March 14, 2006

Exhibit Index

Exhibit Number	Description
99.1	Consents to being named as a director

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1