SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-A/A
AMENDMENT NO. 1
(to Registration Statement on Form 8-A
dated August 1, 1988)
For registration of certain classes of securities
pursuant to section 12(b) or 12(g) of the
Securities Exchange Act of 1934
Jefferson-Pilot Corporation
(Exact name of registrant as specified in its charter)
North Carolina 56-0896180
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
100 North Greene Street, Greensboro, North Carolina 27401
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
Common Stock New York Stock Exchange
Share Purchase Rights Midwest Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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The undersigned registrant hereby amends Items 1 and 2
of its Registration Statement on Form 8-A, dated August 1, 1988,
(the "Registration Statement"), as set forth below:
Item 1. Description of Securities.
On November 7, 1994, the Board of Directors of
Jefferson-Pilot Corporation (the "Company") amended and restated
the shareholder rights plan set forth in the Rights Agreement
(the "Rights Agreement") dated as of August 1, 1988 between the
Company and First Union National Bank of North Carolina as Rights
Agent (the "Rights Agent"). The Amended and Restated Rights
Agreement (the "Amendment") amends the Rights Agreement: to
increase the initial exercise price of the Rights to $185; to
extend the duration of the Rights to November 7, 2004; to lower
to 15% the amount of share ownership or tender offer by any
person or group of affiliated persons that triggers
exercisability of the Rights while also eliminating the
provisions for a second triggering event so that the "flip-in"
occurs automatically when a person or group crosses the 15%
ownership threshold; to permit the Company's Board of Directors
to exempt a shareholder who inadvertently crosses the 15%
threshold and then promptly reduces holdings to below 15%; to
delete the provision that allows an acquirer to acquire 80% or
more of the common stock through a tender offer without
triggering the exercisability of the Rights; to amend the
definition of "current per share market price" to base the
calculations on the lowest average closing price of the common
stock for any 30 consecutive trading days in the prior year; and
to otherwise update the shareholder rights plan to reflect
developments in the law and current practice by many U.S. public
corporations since the plan was originally adopted in 1988.
The Amended and Restated Rights Agreement is attached
hereto as an exhibit and is incorporated herein by reference.
The foregoing description is qualified in its entirety by
reference to that Agreement.
Item 2. Exhibits
1. Amended and Restated Rights Agreement dated as of
November 7, 1994 between Jefferson-Pilot
Corporation and First Union National Bank of North
Carolina, as Rights Agent, which includes the form
of Right Certificate as Exhibit A. (Incorporated
by reference to Exhibit 4 to the Registrant's
report on Fork 8-K filed on November 14, 1994.)
2
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SIGNATURE
Pursuant to the requirements of Section 12 of
the Securities Exchange Act of 1934, the
registrant has duly caused this registration
statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
JEFFERSON-PILOT CORPORATION
By: /s/ Robert A. Reed
(name) Robert A. Reed
(title) Vice President
Dated: November 15, 1994
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