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
February 2, 2004
Lincoln National Corporation
| Indiana | 1-6028 | 35-1140070 | ||
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| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1500 Market Street, West Tower, Suite 3900, Philadelphia, Pennsylvania 19102-2112
(215) 448-1400
Page 1 of 4 Pages
Exhibit Index on Page 4
Item 5. Other Events.
On February 2, 2004, Lincoln sold $200,000,000 principal amount of its 4.75% Notes due February 15, 2014 (the “Notes”) pursuant to an Underwriting Agreement dated January 28, 2004 (the “Underwriting Agreement”) and a Pricing Agreement dated January 28, 2004 (the “Pricing Agreement”) among Lincoln and J.P. Morgan Securities Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC.
The Notes were issued pursuant to that certain Indenture dated as of September 15, 1994 between Lincoln and The Bank of New York, as trustee. The Notes have been registered under the Securities Act of 1933 pursuant to a Registration Statement on Form S-3, as amended (Nos. 333-49201 and 333-84728) (the “Registration Statement”) previously filed with the Securities and Exchange Commission under the Securities Act of 1933. Copies of the Underwriting Agreement, the Pricing Agreement, the form of Note and opinion of counsel relating to the offering of the Notes pursuant to the Registration Statement are attached hereto as Exhibits 1.1, 1.2, 4.1 and 5.1, respectively, and are incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
| Exhibit | |||||||
| Number | Description | ||||||
| 1.1 | Underwriting Agreement dated January 28, 2004 | ||||||
| 1.2 | Pricing Agreement dated January 28, 2004 among Lincoln and J.P. Morgan Securities Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC. | ||||||
| 4.1 | Form of 4.75% Note due February 15, 2014 | ||||||
| 5.1 | Opinion of Sonnenschein Nath & Rosenthal LLP | ||||||
Page 2 of 4 Pages
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/ Richard C. Vaughn | |||
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Name: Title: |
Richard C. Vaughn Executive Vice President and Chief Financial Officer |
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Date: February 4, 2004
Page 3 of 4 Pages
EXHIBIT INDEX
| Exhibit | ||||||
| Number | Description | |||||
| 1.1 | Underwriting Agreement dated January 28, 2004 | |||||
| 1.2 | Pricing Agreement dated January 28, 2004 among Lincoln and J.P. Morgan Securities Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC. | |||||
| 4.1 | Form of 4.75% Note due February 15, 2014 | |||||
| 5.1 | Opinion of Sonnenschein Nath & Rosenthal LLP | |||||
Page 4 of 4 Pages