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
November
27,
2006
Date
of
Report (Date of earliest event reported)
Lincoln
National
Corporation
(Exact
name of registrant as specified in its charter)
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Indiana
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1-6028
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35-1140070
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
2.04 - Triggering Events that Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement
On
December 1, 2006, Lincoln JP Holding, L.P., a wholly owned subsidiary of
Lincoln
National Corporation and successor to Jefferson-Pilot Corporation, called
for
redemption on January 15, 2007 of all of its outstanding 8.14% Junior
Subordinated Deferrable Interest Debentures, Series A due 2046 (the “Junior
Subordinated Debentures”), which are held by Jefferson-Pilot Capital Trust A. As
a result, all of the outstanding 8.14% Capital Securities, Series A and 8.14%
Common Securities of Jefferson-Pilot Capital Trust A will be redeemed on
January
15, 2007. The redemption price for the Capital Securities, Series A will
be
$1,040.70 per security, for a total principal amount of $208,140,000, plus
any
accrued distributions through the redemption date.
The
aggregate principal amount of the Junior Subordinated Debentures to be redeemed
is $214,577,770.20, plus accrued interest thereon through the redemption
date.
The Junior Subordinated Debentures were originally issued on January 21,
1997
and, in accordance with their terms, are subject to optional redemption by
Lincoln JP Holdings on or after January 15, 2007. Pursuant to the terms of
its
Amended and Restated Trust Agreement, Jefferson-Pilot Capital Trust A is
required to use the proceeds it receives from the redemption of the Junior
Subordinated Debentures to redeem its 8.14% Capital Securities, Series A
and
8.14% Common Securities on the same day.
For
additional information, please see the press release announcing the redemption
attached as Exhibit 99.1 hereto.
Item
8.01. Other Events.
As
previously announced, on November 3, 2006, Lincoln National Corporation
(“LNC” or “we”) entered into an agreement with Lehman Brothers Finance S.A.
(“Lehman Brothers”) to purchase approximately 2.3 million shares of our common
stock for an aggregate initial purchase price of $150 million under an
accelerated stock buyback program. Under the Confirmation dated November
3,
2006, which contains the principal terms and provisions governing the program
between LNC and Lehman Brothers, LNC could receive from, or could be required
to
pay, Lehman Brothers a price adjustment based on the volume weighted average
share price (“VWAP”) of LNC’s common stock during the term of the program. Under
the Confirmation, the default method to settle the price adjustment was in
shares of common stock.
The
program terminated on November 27, 2006. As a result of the aggregate initial
purchase price being greater than the VWAP during the term of the program,
Lehman Brothers will deliver to us approximately 17,000 shares of our common
stock in final settlement of the program. These shares will be retired and
recorded as a reduction in shareholders’ equity on LNC’s Consolidated Balance
Sheet.
In
the
ordinary course of their business, Lehman Brothers and its affiliates have
engaged, and may in the future engage, in financial advisory and/or investment
banking transactions with LNC and its affiliates. They have received and
will
receive customary fees and commissions for these transactions.
Item
9.01 - Financial Statements and Exhibits
*
Portions
of the exhibit have been redacted and are subject to a confidential treatment
request filed with the Secretary of the Securities and Exchange Commission
(“SEC”) pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Lincoln
National Corporation
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By:
/s/Frederick
J. Crawford
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Frederick
J. Crawford
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Senior
Vice President and
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Chief
Financial Officer
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Date:
December 1, 2006
Exhibit
Index
*
Portions
of the exhibit have been redacted and are subject to a confidential treatment
request filed with the Secretary of the Securities and Exchange Commission
(“SEC”) pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.