-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MMnxWZVc8h6e4Rkamvvb4UqsH+kePW6R9iK8JKpZ0DBfBflgP+MG8rjaCI5wKl3j SEwA3uE7hDXErnpYc2bsUA== 0000889812-99-002441.txt : 19990816 0000889812-99-002441.hdr.sgml : 19990816 ACCESSION NUMBER: 0000889812-99-002441 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990813 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-08253 FILM NUMBER: 99688913 BUSINESS ADDRESS: STREET 1: 200 E BERRY ST STREET 2: PO BOX 1110 CITY: FORT WAYNE STATE: IN ZIP: 46802 BUSINESS PHONE: 2194552000 MAIL ADDRESS: STREET 1: 200 EAST BERRY STREET CITY: FORT WAYNE STATE: IN ZIP: 46802-2706 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAI ICHI MUTUAL LIFE INSURANCE CO CENTRAL INDEX KEY: 0000948518 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 13-1 YURAKUCHO 1 - CHOME CITY: CHIYODA KU JAPAN SC 13D/A 1 AMENDMENT NO. 4 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) - ----------------- *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). 13D CUSIP No. 534187 10 9 - ---------------- =============================================================== 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*: WC - ---------------- =============================================================== 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 7. SOLE VOTING POWER: BENEFICIALLY 10,508,622 OWNED BY EACH REPORTING PERSON WITH -------- ===================================== 8. SHARED VOTING POWER: - 0 - -------- ===================================== 9. SOLE DISPOSITIVE POWER: 10,508,622 -------- ===================================== 10. SHARED DISPOSITIVE POWER: - 0 - - ---------------- =============================================================== 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,508,622 - ---------------- =============================================================== 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / (4) - ---------------- =============================================================== 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.37% - ---------------- =============================================================== 14. TYPE OF REPORTING PERSON: IC, CO - ---------------- =============================================================== * 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
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 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
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
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 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.
Transaction Date Security No. Price/Share Market - ----------- ---- -------- --- ----------- ------ Sale 8/13/99 Common 3,000,000 $48.730375 private sale
(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. 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 - -------- * Filed with the Reporting Persons' original filing on Schedule 13D. 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 EX-99.3 2 SALE AND PURCHASE AGREEMENT 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 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 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. 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----