Lincoln 8k
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
January
26, 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
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(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
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of
incorporation)
|
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:
|
|
[x]
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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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[
]
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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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[
]
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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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[
]
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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
1.01 Entry into a Material Definitive Agreement
As
of
January 26, 2006, we entered into Amendment No. 1 to the Agreement and Plan
of
Merger (the “Amendment”) with Quartz Corporation, a North Carolina corporation
and our direct wholly owned subsidiary (“Merger Sub”), Jefferson-Pilot
Corporation, a North Carolina corporation (“Jefferson-Pilot”) and Lincoln JP
Holdings, L.P., an Indiana limited partnership (the “Partnership”), pursuant to
which the parties amended the terms of the Agreement and Plan of Merger, dated
as of October 9, 2005, among Merger Sub, Jefferson-Pilot and us (the “Merger
Agreement”).
The
Amendment, among other things, amends the Merger Agreement to (i) include the
Partnership as a party to the Merger Agreement, and provide that Jefferson-Pilot
will merge with and into the Partnership with the Partnership as the surviving
entity and our wholly owned subsidiary, and (ii) provide for the election
deadline to be 5:00 p.m. New York City time on March 28, 2006 (unless we and
Jefferson-Pilot determine that the closing will take place after April 3, 2006
in which case a new election deadline may be established on a date which we
and Jefferson-Pilot reasonably agree is the fourth business day immediately
preceding the earliest date on which closing could reasonably be expected to
occur).
We
originally disclosed our execution of the Merger Agreement in a Current Report
on Form 8-K filed on October 11, 2005, and attached a copy of the Merger
Agreement as Exhibit 2.1 thereto, each of which is incorporated herein by
reference. A copy of the Amendment is attached hereto as Exhibit 2.1 and
incorporated herein by reference. The description of the Amendment as set forth
herein is qualified in its entirety by reference to the full text of the
Amendment.
Item
9.01. Financial Statements and Exhibits.
(c) |
The
following exhibit is included
herewith.
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Exhibit
Number
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Description
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|
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2.1
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Amendment
No. 1 to the Agreement and Plan of Merger (the “Amendment”), dated as of
January 26, 2006, among Lincoln National Corporation, an Indiana
Corporation (“LNC”), Quartz Corporation, a North Carolina corporation and
a direct wholly owned subsidiary of LNC, Jefferson-Pilot Corporation,
a
North Carolina corporation and Lincoln JP Holdings, L.P., an Indiana
limited partnership.
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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 |
|
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By
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/s/Frederick
J. Crawford
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Name:
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Frederick
J. Crawford
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Title:
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Senior
Vice President and
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Chief
Financial Officer
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Date:
January 31, 2006
Exhibit
Index
Exhibit
Number
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Description
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|
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2.1
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Amendment
No. 1 to the Agreement and Plan of Merger (the “Amendment”), dated as of
January 26, 2006, among Lincoln National Corporation, an Indiana
Corporation (“LNC”), Quartz Corporation, a North Carolina corporation and
a direct wholly owned subsidiary of LNC, Jefferson-Pilot Corporation,
a
North Carolina corporation and Lincoln JP Holdings, L.P., an Indiana
limited partnership.
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5