American States Financial Corporation
Ticker: ASX 500 North Meridian Street
Exchange: New York Stock Exchange Indianapolis, Indiana 46204
Industry: Financial (317) 262-6262

Type of Shares:Common Shares Filing Date:3/15/96
U.S. Shares:8,000,000 Offer Date:5/22/96
Non-U.S. Shares:2,000,000 Filing Range:$23.00 - $25.00
Primary Shares:10,000,000 Offer Price:$23.00
Secondary Shares:0 Gross Spread:$1.30
Offering Amount: $240,000,000 Selling:$0.77
Expenses:$1,230,000 Reallowance:$0.10
Shares Out After:60,000,000
Spin out parent firm: Lincoln National Corporation

ManagerTierPhone
Merrill Lynch & Co.Lead Manager (212) 449-4600
Goldman, Sachs & Co.Co-manager (212) 902-1172

Auditor: Ernst & Young
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/95 3/31/96
Revenue:$2,025.60$513.40$532.40Assets:$5,605.30
Net Income:$209.10$54.80$83.80Liabilities:$3,997.60
EPS:$2.53$0.67Equity:$1,607.70

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company, through its subsidiaries, underwrites property and casualty insurance, concentrating on providing commercial insurance to small to medium sized businesses and preferred personal lines coverages to individuals. Management believes that the company is the second largest writer of property and casualty insurance to businesses with fewer than 50 employees which, according to the latest statistics of the United States Bureau of the Census, comprise the fastest growing business segment in the United States economy. Geographically, the company focuses on those areas such as the Midwest and the Pacific Northwest which have relatively modest exposure to catastrophe losses and which management believes insurers generally have been permitted to manage risk selection and pricing without undue regulatory interference. To efficiently service its distribution network of over 4,800 independent agencies in this transaction-intensive target market, the company makes extensive use of technology. As a complement to its property and casualty operations, the company also markets life insurance through the same agency network that distributes its property and casualty products.

Use of Proceeds
Proceeds from the offering will be used to contribute to American States Insurance Company, a subsidiary of the company, to enable it to invest in taxable securities for its investment portfolio to replace the Dividend Assets distributed to Lincoln, which consist primarily of tax-exempt municipal securities. Proceeds also used for general corporate purposes.

Last updated: 10/28/96

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