Pages - 44
Exhibit Index - Page 43
As filed with the Securities and Exchange Commission on
November 8, 1995
Registration No. 33-63521
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
Form S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
JEFFERSON-PILOT CORPORATION
(Exact name of Registrant as specified in its charter)
North Carolina 56-0896180
(State of Incorporation) (I.R.S. Employer Identification No.)
100 North Greene Street, Greensboro, North Carolina 27401
(910) 691-3000
(Address of principal executive office)
Robert A. Reed, Vice President, Secretary and Associate General
Counsel
100 North Greene Street, Greensboro, North Carolina 27401
(910) 691-3375
Fax# (910)691-3258
(Name, address and telephone number of agent for service)
Copy to :
Robert S. Risoleo
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
212-558-3570
FAX# (212) 558-3588
______________
Approximate date of commencement of proposed sale to public: From
time to time after the effective date of this Registration
Statement, as determined in light of market conditions.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, check
the following box.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. / x /
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.
______________
<PAGE>
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED , 1995
[LOGO]
Securities
Jefferson-Pilot Corporation
% Automatic Common Exchange Securities Due 2000
(Subject to Exchange into Shares of Common Stock,
par value $ per share, of NationsBank Corporation)
_______________
The principal amount of each of the % Automatic Common
Exchange Securities Due 2000 (each, a "Security") of Jefferson-
Pilot Corporation being offered hereby is $ (the "Initial
Price"), which amount is equal to the last sale price of the
common stock, no par value per share (the "NationsBank Common
Stock"), of NationsBank Corporation, a North Carolina corporation
("NationsBank"), on , 1995 as reported on the New York
Stock Exchange. The Securities will mature on January , 2000.
Interest on the Securities, at the rate of % of the principal
amount per annum, is payable quarterly in arrears on ,
, and , beginning , 1995. The
Securities will be represented by one or more global Securities
registered in the name of the nominee of The Depository Trust
Company. Beneficial interests in the global Securities will be
shown on, and transfers thereof will be effected only through,
records maintained by DTC and its participants. Except as
described herein Securities in definitive form will not be issued.
See "Description of Securities -- Book-Entry System".
The Securities are not redeemable prior to 30 days prior to
Maturity (as defined below). At any time and from time to time
commencing 30 days prior to Maturity and ending immediately prior
to Maturity, the Company may redeem any or all of the outstanding
Securities. Upon any such redemption prior to Maturity, each
owner of a Security called for redemption will receive, in
exchange for such Security, a number of shares of NationsBank
Common Stock (or, at the Company's option, which may be exercised
with respect to all, or less than all, shares of NationsBank
Common Stock deliverable upon redemption, cash with an equal
value) determined based on the Exchange Rate (as defined below)
plus a cash payment of $____ per Security and any accrued and
unpaid interest up to the date of redemption. The "Redemption
Price" means the average Closing Price per share of NationsBank
Common Stock for the 20 Trading Days ending two days prior to the
date of notification of redemption.
At maturity (including as a result of acceleration or
otherwise, "Maturity"), the principal amount of each Security will
be mandatorily exchanged by Jefferson-Pilot Corporation into a
number of shares of NationsBank Common Stock (or, at Jefferson-
Pilot Corporation's option, which may be exercised with respect to
all, or less than all, shares of NationsBank Common Stock
deliverable upon exchange of all outstanding Securities, cash with
an equal value) at the Exchange Rate, plus any accrued and unpaid
interest up to Maturity. The Exchange Rate is equal to, subject
to certain adjustments, (a) if the Maturity Price or Redemption
Price is greater than or equal to $ per share of NationsBank
Common Stock (the "Threshold Appreciation Price"), shares
of NationsBank Common Stock per Security, (b) if the Maturity
Price or Redemption Price is less than the Threshold Appreciation
Price but is greater than the Initial Price, a fractional share of
NationsBank Common Stock per Security so that the value thereof
(determined at the Maturity Price or Redemption Price) equals the
Initial Price and (c) if the Maturity Price or Redemption Price is
less than or equal to the Initial Price, one share of NationsBank
Common Stock per Security. The "Maturity Price" means the average
Closing Price per share of NationsBank Common Stock for the 20
Trading Days ending two days prior to Maturity or, if applicable,
any earlier date of redemption. Accordingly, holders of the
Securities will not necessarily receive an amount equal to the
principal amount thereof. The Securities will be unsecured
obligations of Jefferson-Pilot Corporation ranking pari passu with
all of its other unsecured and unsubordinated indebtedness.
NationsBank will have no obligations with respect to the
Securities. See "Description of the Securities".
See "Risk Factors" on page S- for certain considerations
relevant to an investment in the Securities.
For a discussion of certain United States federal income tax
consequences for holders of the Securities, see "Certain Federal
Income Tax Considerations".
The NationsBank Common Stock is listed on the New York Stock
Exchange. Application has been made to list the Securities on the
New York Stock Exchange.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________
Initial Public Underwriting Proceeds to
Offering Price (1) Discount(2) the Company (3)
Per Security....... $ $ $
Total(4)........... $ $ $
(1) Plus accrued interest, if any, from , 1995 to
the date of delivery.
(2) The Company has agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities
Act of 1933. See "Underwriting".
(3) Before deducting estimated expenses of $
payable by the Company.
(4) The Company has granted the Underwriters an option for 30
days to purchase up to an additional Securities at the
initial public offering price per Security, less the underwriting
discount, solely to cover over-allotments. If such over-allotment
option is exercised in full, the total initial public offering
price, underwriting discount and proceeds to the Company will be $
, $ , $ , respectively. See
"Underwriting".
_______________
The Securities are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and
subject to their right to reject any order in whole or in part. It
is expected that the Securities will be ready for delivery through
the facilities of DTC in New York, New York, on or about
, 1995, against payment therefor in immediately available
funds.
Goldman, Sachs & Co. Merrill Lynch & Co.
_______________
The date of this Prospectus Supplement is , 1995.
<PAGE>
IN CONNECTION WITH THE OFFERING OF THE SECURITIES, THE
UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE
OR MAINTAIN THE MARKET PRICE OF THE SECURITIES AT MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH TRANSACTIONS, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME.
FOR NORTH CAROLINA RESIDENTS: THE COMMISSIONER OF INSURANCE OF
THE STATE OF NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED THE
OFFERING OF THE SECURITIES NOR HAS THE COMMISSIONER PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
<PAGE>
The Securities Offering
Securities Offered.......___________ Automatic Common Exchange
Securities Due 2000 (each, a "Security")
Principal Amount.........$________ per Security
Stated Maturity..........January , 2000
Interest Rate............______% per annum, or $____ per Security
per quarter, payable quarterly in arrears
Interest Payment Dates...________, _________, __________, and
_________ beginning ___________, 1995
Exchange at Maturity.....At Maturity, the principal amount of each
Security will be mandatorily exchanged by
Jefferson-Pilot Corporation (the
"Company") into a number of shares of
NationsBank Common Stock (or, at the
Company's option, which may be exercised
with respect to all, or less than all,
shares of NationsBank Common Stock
deliverable upon exchange of all
outstanding Securities, cash with an
equal value) at the Exchange Rate, plus
any accrued and unpaid interest up to
Maturity. The Exchange Rate is equal to,
subject to certain adjustments, (a) if
the Maturity Price or Redemption Price is
greater than or equal to $_____ per share
of NationsBank Common Stock (the
"Threshold Appreciation Price"), _____
shares of NationsBank Common Stock per
Security, (b) if the Maturity Price or
Redemption Price is less than the
Threshold Appreciation Price but is
greater than the Initial Price, a
fractional share of NationsBank Common
Stock per Security so that the value
thereof (determined at the Maturity Price
or Redemption Price) equals the Initial
Price and (c) if the Maturity Price or
Redemption Price is less than or equal to
the Initial Price, one share of
NationsBank Common Stock per Security.
The "Maturity Price" means the average
Closing Price per share of NationsBank
Common Stock for the 20 Trading Days
ending two days prior to Maturity.
Accordingly, holders of the Securities
will not necessarily receive an amount
equal to the principal amount thereof.
The Securities are not exchangeable for
NationsBank Common Stock at the option of
the holder. See "Description of the
Securities General".
Optional Redemption......The Securities are not redeemable prior
to 30 days prior to Maturity. At any
time and from time to time commencing 30
days prior to Maturity and ending
immediately prior to Maturity, the
Company may redeem any or all of the
outstanding Securities. Upon any such
redemption prior to Maturity, each
owner of a Security called for redemption
will receive, in exchange for such
Security, a number of shares of
NationsBank Common Stock (or at the
Company's option, which may be exercised
with respect to all, or less than all,
shares of NationsBank Common Stock
deliverable upon redemption, cash with an
equal value) determined based on the Rate
(as defined above) plus a cash payment of
$___ per Security and any accrued and
unpaid interest up to the date of
redemption. The "Redemption Price" means
the average Closing Price per share of
NationsBank Common Stock for the 20
Trading Days ending two days prior to the
Notice Date. The "Notice Date" with
respect to any notice given by the
Company in connection with a redemption
of the Securities means the date on which
first occurs either the public
announcement of such redemption or the
commencement of mailing of such notice to
holders of the Securities.
Ranking..................The Securities will be unsecured
obligations of the Company ranking pari
passu with all of its other unsecured and
unsubordinated indebtedness.
<PAGE>
Relationship to
NationsBank Common
Stock..................The Securities will bear interest at
_____% per annum, a yield in excess of
the _____% current dividend yield of
NationsBank Common Stock based on the
last sale price per share of $____ of,
and the most recent $_____ per share
quarterly dividend payable on, the
NationsBank Common Stock. However, the
opportunity for equity appreciation
afforded by an investment in the
Securities is less than the opportunity
for equity appreciation afforded by an
investment in the NationsBank Common
Stock because the amount receivable by a
holder of a Security upon exchange at
Maturity will only exceed the principal
amount of such Security if the Maturity
Price exceeds the Threshold Appreciation
Price (which represents an appreciation
of _____% over the Initial Price).
Moreover, holders of the Securities will
only be entitled to receive upon
exchange at Maturity _____% (the
percentage equal to the Initial Price
divided by the Threshold Appreciation
Price) of any appreciation of the value
of NationsBank Common Stock in excess of
the Threshold Appreciation Price.
Holders of the Securities will not be
entitled to any rights with respect to
the NationsBank Common Stock (including,
without limitation, voting rights and
rights to receive any dividends or other
other distributions in respect thereof)
until such time, if any, as the Company
shall have exchanged shares of
NationsBank Common Stock for Securities
at Maturity thereof and unless the
applicable record date, if any, for the
exercise of such rights occurs after
such exchange.
Principal Covenants.......The Indenture contains covenants
limiting the ability of the Company to
incur debt secured by, or to dispose of,
shares of capital stock of Jefferson-
Pilot Life Insurance Company ("JP Life")
and Alexander Hamilton Life Insurance
Company of America ("Alexander
Hamilton"). See "Description of the
Securities Certain Covenants".
<PAGE>
Proposed New York
Stock Exchange Symbol...NBX
Use of Proceeds...........The net proceeds received from the sale
of the Securities will be used to repay
a portion of the bank indebtedness
incurred to finance the acquisition of
Alexander Hamilton. See "Use of
Proceeds".
<PAGE>
RISK FACTORS
As described in more detail below, the trading price of the
Securities may vary considerably prior to Maturity due to
fluctuations in the price of NationsBank Common Stock (which may
occur due to, among other factors, changes in NationsBank's
financial condition, results of operations or prospects) and, to a
lesser extent, changes in the Company's financial condition,
results of operations or prospects, fluctuations in interest rates
and other factors that are difficult to predict and beyond the
Company's control.
Comparison to Other Debt Securities; Relationship to NationsBank
Common Stock
The terms of the Securities differ from those of ordinary debt
securities in that the value of the NationsBank Common Stock (or,
pursuant to the option of the Company, the amount of cash) that a
holder of a Security will receive upon mandatory exchange of the
principal amount thereof at Maturity is not fixed or upon
redemption, but is based on the price of the NationsBank Common
Stock. See "Description of the Securities". There can be no
assurance that such amount receivable by the holder upon exchange
will be equal to or greater than the principal amount of the
Security. If the Maturity Price of the NationsBank Common Stock is
less than the Initial Price, such amount receivable upon exchange
will be less than the principal amount paid for the Security, in
which case an investment in Securities will result in a loss.
In addition, the opportunity for equity appreciation afforded by
an investment in the Securities is less than the opportunity for
equity appreciation afforded by an investment in the NationsBank
Common Stock, because the amount receivable by a holder of a
Security upon exchange at Maturity will only exceed the principal
amount of such Security if the Maturity Price exceeds the
Threshold Appreciation Price, which represents an appreciation of
_____% over the Initial Price. Moreover, holders of the Securities
will only be entitled to receive upon exchange at Maturity _____%
(the percentage equal to the Initial Price divided by the
Threshold Appreciation Price) of any appreciation of the value of
NationsBank Common Stock in excess of the Threshold Appreciation
Price. Because the price of the NationsBank Common Stock is
subject to market fluctuations, the value of the NationsBank
Common Stock (or, pursuant to the option of the Company, the
amount of cash) received by a holder of a Security upon exchange
at Maturity, determined as described herein, may be more or less
than the principal amount of the Security.
At Maturity or upon redemption, holders of the Securities will
automatically receive shares of NationsBank Common Stock unless
the Company exercises its option to deliver cash in lieu thereof.
Such option, if exercised, may be exercised with respect to all,
or less than all, shares of NationsBank Common Stock otherwise
deliverable upon exchange of the outstanding Securities.
The trading prices of the Securities in the secondary market will
be directly affected by the trading prices of the NationsBank
Common Stock in the secondary market. It is impossible to predict
whether the price of NationsBank Common Stock will rise or fall.
Trading prices of NationsBank Common Stock will be influenced by
NationsBank's operating results and by economic, financial and
other factors and market conditions that can affect the capital
markets generally, including the level of, and fluctuations in,
the trading prices of stocks generally and sales of substantial
amounts of NationsBank Common Stock in the market subsequent to
the offering of the Securities or the perception that such sales
could occur.
Holders of the Securities will not be entitled to any rights with
respect to the NationsBank Common Stock (including, without
limitation, voting rights and rights to receive any dividends or
other distributions in respect thereof) until such time, if any,
as the Company shall have exchanged shares of NationsBank Common
Stock for Securities at Maturity thereof and, unless the
applicable record date, if any, for the exercise of such rights
occurs after such date. For example, in the event that an
amendment is proposed to the Certificate of Incorporation or
Bylaws of NationsBank and the record date for determining the
stockholders of record entitled to vote on such amendment occurs
prior to such exchange, holders of the Securities will not be
entitled to vote on such amendment.
Tax Uncertainties
Because of an absence of authority as to the proper
characterization of the Securities, their tax treatment is
uncertain. It is the opinion of tax counsel that the
characterization and tax treatment described under "Certain
Federal Income Tax Considerations", while not the only reasonable
characterization and tax treatment, are based on reasonable
interpretations of law currently in effect and, even if
successfully challenged by the IRS, will not result in the
imposition of penalties. However, tax counsel is unable to opine
as to the likely characterization of the Securities and tax
treatment thereof and no assurances can be given that any
particular characterization and treatment will be accepted by the
IRS or upheld by a court.
<PAGE>
Dilution of NationsBank Common Stock
The amount that holders of the Securities are entitled to receive
upon the mandatory exchange thereof at Maturity is subject to
adjustment for certain events arising from stock splits and
combinations, stock dividends and certain other actions of
NationsBank that modify its capital structure. See "Description of
the Securities Dilution Adjustments". Such amount to be received
by such holders upon exchange at Maturity may not be adjusted for
other events, such as offerings of NationsBank Common Stock for
cash or in connection with acquisitions, that may adversely affect
the price of the NationsBank Common Stock and, because of the
relationship of the amount to be received upon exchange to the
price of the NationsBank Common Stock, such other events may
adversely affect the trading price of the Securities. There can be
no assurance that NationsBank will not make offerings of
NationsBank Common Stock or take such other actions in the future
or as to the amount of such future offerings, if any.
No Affiliation Between the Company and NationsBank
As of September 30, 1995, a wholly-owned subsidiary of the
Company, ETRE Capital Corp., held an aggregate of 4,024,607
shares, or approximately 1.5% (based upon information contained
in, and subject to the assumptions set forth in, documents filed
by NationsBank with the Securities Exchange Commission (the
"Commission")), of the outstanding NationsBank Common Stock, with
sole voting and investment power over all such shares. As of
September 30, 1995, NationsBank held an aggregate of 2,355,000
shares or approximately 4.96% of the Company's outstanding common
stock, with sole voting and investment power over all such shares.
Hugh L. McColl, Jr., who is a member of the Board of Directors of
the Company, is a member of the Board of Directors and the
Chairman and Chief Executive Officer of NationsBank; Robert H.
Spilman is a director of both the Company and NationsBank.
The Company is not affiliated with NationsBank and, although the
Company has no knowledge that any of the events described in the
preceding subsection not heretofore publicly disclosed by
NationsBank are currently being contemplated by NationsBank or of
any event that would have a material adverse effect on NationsBank
or on the price of NationsBank Common Stock, such events are
beyond the Company's ability to control and are difficult to
predict.
NationsBank has no obligations with respect to the Securities,
including any obligation to take the needs of the Company or of
holders of the Securities into consideration for any reason.
NationsBank will not receive any of the proceeds of the offering
of the Securities made hereby and is not responsible for, and has
not participated in, the determination or calculation of the
amount receivable by holders of the Securities at Maturity.
NationsBank is not involved with the administration or trading of
the Securities and has no obligations with respect to the amount
receivable by holders of the Securities at Maturity.
Possible Illiquidity of the Secondary Market
It is not possible to predict how the Securities will trade in the
secondary market or whether such market will be liquid or
illiquid. The Securities are novel securities and there is
currently no secondary market for the Securities. The Company has
applied to have the Securities listed on the New York Stock
Exchange (the "NYSE"). However there can be no assurance that an
active trading market for the Securities will develop or that, if
the Securities are approved for listing, such listing will provide
the holders of the Securities with liquidity of investment, or
that the Securities will not later be delisted or that trading of
the Securities on the NYSE will not be suspended. In the event of
a delisting or suspension of trading on the NYSE, the Company will
apply for listing of the Securities on another national securities
exchange or for quotation on another trading market. If the
Securities are not listed or traded on any securities exchange or
trading market, or if trading of the Securities is suspended,
pricing information for the Securities may be more difficult to
obtain and the liquidity of the Securities may be adversely
affected.
Certain Factors Affecting the Company
Investors in the Securities should also consider, among other
things, the following factors affecting the Company and the
insurance industry discussed in the Company's Form 10-K for the
fiscal year ended December 31, 1994 incorporated by reference
herein: (i) the need for the Company's insurance company
subsidiaries to maintain appropriate levels of statutory capital
and surplus, particularly in light of continuing scrutiny by
rating organizations and state insurance regulatory authorities,
and to maintain financial strength or claims-paying ability
ratings; (ii) the extensive regulation and supervision to which JP
Life and Alexander Hamilton are subject and various regulatory
initiatives that may affect JP Life and Alexander Hamilton; and
(iii) the Company's primary reliance, as a holding company, on
dividends from JP Life and Alexander Hamilton to meet debt payment
obligations and regulatory restrictions on the ability of JP Life
and Alexander Hamilton to pay such dividends.
NATIONSBANK CORPORATION
According to publicly available documents, NationsBank is a bank
holding company registered under the Bank Holding Company Act of 1956,
as amended, was organized under the laws of the State of North
Carolina in 1968 and has as its principal assets the stock of its
subsidiaries. Through its subsidiaries, NationsBank provides banking
and banking-related services, primarily throughout the Southeast and
Mid-Atlantic states and Texas. NationsBank filed a registration
statement on Form S-4 with the Commission on October 11, 1995,
relating to the issuance of NationsBank Common Stock in connection
with the proposed merger of Bank South Corporation with and into
NationsBank. NationsBank is also subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange
Act"). Accordingly, NationsBank files reports (including NationsBank's
Current Report on Form 8-K dated October 17, 1995, containing
information relating to issuance of NationsBank Subordinated
Notes, proxy statements and other information with the Commission.
Copies of NationsBank's registration statements, reports, proxy
statements and other information may be inspected and copied at certain
offices of the Commission at the addresses listed under "Available
Information".
THIS PROSPECTUS RELATES ONLY TO THE SECURITIES OFFERED HEREBY AND
DOES NOT RELATE TO THE NATIONSBANK COMMON STOCK. ALL DISCLOSURES
CONTAINED IN THIS PROSPECTUS REGARDING NATIONSBANK ARE DERIVED
FROM THE PUBLICLY AVAILABLE DOCUMENTS DESCRIBED IN THE PRECEDING
PARAGRAPH. THE COMPANY AND THE UNDERWRITERS HAVE NOT PARTICIPATED
IN THE PREPARATION OF SUCH DOCUMENTS AND HAVE NOT MADE ANY DUE
DILIGENCE INQUIRY WITH RESPECT TO THE INFORMATION PROVIDED
THEREIN. THERE CAN BE NO ASSURANCE THAT ALL EVENTS OCCURRING
PRIOR TO THE DATE HEREOF (INCLUDING EVENTS THAT WOULD AFFECT THE
ACCURACY OR COMPLETENESS OF THE PUBLICLY AVAILABLE DOCUMENTS
DESCRIBED IN THE PRECEDING PARAGRAPH) THAT WOULD AFFECT THE
TRADING PRICE OF NATIONSBANK COMMON STOCK HAVE BEEN PUBLICLY
DISCLOSED. BECAUSE THE PRINCIPAL AMOUNT OF THE SECURITIES PAYABLE
AT MATURITY OR UPON REDEMPTION IS RELATED TO THE TRADING PRICE OF
NATIONSBANK COMMON STOCK, SUCH EVENTS, IF ANY, WOULD ALSO AFFECT
THE TRADING PRICE OF THE SECURITIES.
<PAGE>
PRICE RANGE AND DIVIDEND HISTORY
OF NATIONSBANK COMMON STOCK
The principal market on which the NationsBank Common Stock is
traded is the NYSE. The following table sets forth, for the
indicated calendar periods, the reported high and low sales prices
of the NationsBank Common Stock on the NYSE Composite Tape,
adjusted for stock dividends and stock splits as of November 6,
1995, and the cash dividends per share of NationsBank Common
Stock, as reported in published sources.
Dividends
Period High Low Per Share
1993
First Quarter. . $58 $49 1/2 $0.40
Second Quarter . 57 7/8 45 0.40
Third Quarter . 53 5/8 48 1/4 0.42
Fourth Quarter . 53 1/4 44 1/2 0.42
1994
First Quarter. . 50 7/8 44 3/8 0.46
Second Quarter . 57 3/8 44 1/2 0.46
Third Quarter. . 56 47 1/8 0.46
Fourth Quarter . 50 3/4 43 5/8 0.50
1995
First Quarter. . 51 3/4 44 5/8 0.50
Second Quarter . 57 3/4 49 5/8 0.50
Third Quarter. . 68 7/8 53 3/4 0.50
Fourth Quarter
(through November
6, 1995) . . . . 73 64 0.58
For a recent closing price of the NationsBank Common Stock, see
the cover page of this Prospectus Supplement.
The Company makes no representation as to the amount of dividends,
if any, that NationsBank will pay in the future. In any event,
holders of Securities will not be entitled to receive any
dividends that may be payable on NationsBank Common Stock until
such time as the Company, if it so elects, delivers NationsBank
Common Stock at Maturity or upon redemption of the Securities, and
then only with respect to dividends having a record date on or
after the date of delivery of such NationsBank Common Stock. See
"Description of Securities."
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be used to
repay a portion of the borrowings under a bank credit agreement
dated October 5, 1995. The borrowings were incurred to finance a
portion of the purchase price of the acquisition of Alexander
Hamilton. Borrowings under the credit agreement, which expires
October 3, 1996, bear interest based on the borrower's choice from
time to time of a LIBOR-based rate, a base (prime) rate or a
competitive bid rate.
CAPITALIZATION
The following table sets forth the unaudited capitalization of the
Company and its consolidated subsidiaries (i) at June 30, 1995,
(ii) pro forma to reflect the acquisition of Alexander Hamilton,
including financing and (iii) as adjusted to give effect to the
issuance of the Securities offered hereby and the application of
the proceeds thereof.
As of June 30, 1995
(amounts in millions except share and
per share information)
Pro Forma
for Acquisition
of Alexander Pro forma
Historical Hamilton (a) for Securities
Repurchase
agreements $ 267.0 $ 267.0 $ 267.0
Notes payable 50.3 50.3 50.3
Bank acquisition
financing 0 315.0 (b)
Securities
offered hereby 0 0 ________
Total debt $ 317.3 $ 632.3 $
Preferred stock
of Alexander
Hamilton $ 0.0 $ 50.0 $ 50.0
Shareholders'
equity Common
stock (par value
$1.25 per share,
150,000,000
shares authorized,
47,464,216 shares
issued 59.3 59.3 59.3
Retained earnings 1,488.1 1,488.1 1,488.1
Net unrealized gains
on securities
available for sale
(net of deferred
taxes of $201.0) 385.9 385.9 385.9
Total shareholders'
equity 1,933.3 1,983.3 1,983.3
Total
capitalization $2,250.6 $2,615.6 $
(a) The Company acquired Alexander for a total consideration of
approximately $575 million, consisting of $525 million in cash
($210 million from internal resources and $315 million from bank
borrowings) and $50 million of new preferred stock of Alexander
Hamilton.
(b) The proceeds from the offering of Securities, net of expenses
of $____, will be used to repay debt. See "Use of Proceeds".
SELECTED CONSOLIDATED FINANCIAL DATA
The following table presents selected consolidated financial
information derived from the Company's audited financial
statements for each of the five years in the period ended December
31, 1994 and the Company's unaudited interim financial statements,
which, in the opinion of management include all adjustments
(consisting of normal recurring accruals) necessary for a fair
presentation of the Company's results of operations and financial
position. The results of operations for the six months ended June
30, 1995 are not necessarily indicative of results to be
anticipated for the entire year. The table should be read in
conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operation" and the consolidated
financial statements and the related notes incorporated herein by
reference.
<PAGE>
Six Months Ended June 30
1995 1994
(dollars in millions, except per share data)
INCOME STATEMENT DATA
Revenue by Sources:
Life and accident and
health insurance $554.5 $508.5
Realized investment gains 6.8 26.6
Communications operations 77.0 80.4
Other 5.8 6.2
Total from Continuing
Operations $644.1(a) $621.7
Net Income by Sources:
Life and accident and health
insurance $ 83.9 $ 81.4
Communications 11.3 10.2
Other, net 7.7 17.1
Total Income from
Continuing Operations $102.9 $108.7
Income from discontinued
operations, net of taxes(b) 18.5 4.0
Accumulated post retirement
benefit obligation, net (c) 0 0
Net income 121.5 112.6
Ratio of earnings to fixed
charges (d) 18.0 49.4
Pro forma ratio of earnings
to fixed charges (e) 8.2
BALANCE SHEET DATA
Total assets $7,694.2(a) $6,022.3
Total debt
Obligations under
repurchase agmts. 267.0 266.7
Short term 50.3 45.1
Long term 0 0
Shareholders equity $1,933.3 $1,746.6
PER SHARE DATA
Net income $ 2.53 $ 2.31
Cash dividends $ 0.91 $ 0.82
Years Ended December 31,
1994 1993 1992 1991 1990
(dollars in millions, except per share data)
INCOME STATEMENT DATA
Revenue by Sources:
Life and accident
and health
insurance 1,025.7 987.0 965.9 956.4 946.3
Realized invest-
ment gains 61.4 54.2 45.7 32.2 28.2
Communications
operations 172.5 145.0 129.7 125.0 127.3
Other 9.2 6.3 4.7 4.6 5.7
Total from
Continuing
Operations $1,268.8 $1,192.4 $1,146.0 $1,118.3 $1,107.4
Net Income by
Sources:
Life and accident
and health
insurance 168.5 158.2 156.6 146.2 128.2
Communications 22.0 17.3 14.2 10.3 10.0
Other, net 39.4 34.0 23.8 15.5 13.2
Total Income
from Continuing
Operations 229.9 209.5 194.6 172.0 51.4
Income from discon-
tinued operations,
net of taxes(b) 9.3 9.7 8.6 3.7 6.3
Accumulated post
retirement benefit
obligatopn, net(c) 0 (24.1) 0 0 0
Net income 239.2 195.2 203.2 175.7 157.6
Ratio of earnings to
fixed charges (d) 32.1 522.8 895.0 565.0 420.7
Pro forma ratio of
earnings to fixed
charges (e) 10.8
BALANCE SHEET DATA
Total assets $6,140.3 $5,640.6 $5,256.8 $4,945.4 $4,474.5
Total debt
Obligations
under repur-
chase agmts. 266.8 0 0 0 0
Short term 29.4 39.7 0 0 0
Long term 0 0 0 0 0
Shareholders
equity $1,732.5 $1,733.0 $1,668.2 $1,544.5 $1,334.4
PER SHARE DATA
Net income $ 4.92 $ 3.88 $ 3.99 $ 3.42 $ 2.94
Cash dividends $ 1.68 $ 1.51 $ 1.30 $ 1.09 $ 0.98
(a) The Company acquired a majority of the life insurance and
annuity business of Kentucky Central Life Insurance Company on May
31, 1995 in an assumption reinsurance transaction. In connection
with this transaction, JP Life assumed assets of $869 million
(excluding the value of business acquired) and recorded
liabilities of $1,092 million. One month's operating results are
included in the June 30, 1995 operating results.
(b) For 1994 and the six months ended June 30, 1994 and 1995,
includes earnings of Jefferson-Pilot Fire & Casualty Company and
Jefferson-Pilot Title Insurance Company, each of which the Company
agreed to sell in 1994.
(c) During 1993, the Company adopted SFAS 106 "Employers'
Accounting for Postretirement Benefits Other Than Pensions." SFAS
106 requires the accrual of the cost of providing postretirement
benefits other than pensions during the employees' active service
periods. Accordingly, the consolidated statement of income for
1993 includes a charge in the amount of $24,109,000, representing
initial recognition of the accumulated benefit obligation of
$37,035,000, net of deferred tax benefit of $12,926,000.
(d) The ratio of earnings to fixed charges is computed by
dividing earnings by fixed charges. For this purpose, "earnings"
include pretax income from continuing operations plus certain
fixed charges. "Fixed charges" include interest, whether expensed
or capitalized, amortization of debt expense. The portion of
rental expense which is representative of the interest factor in
these rentals is immaterial and excluded from the "fixed charges" amount.
(e) The pro forma ratio of earnings to fixed charges is adjusted to
reflect the additional fixed charges incurred due in the acquisition.
The debt acquired in financing the acquisition is assumed to be put in
place at January 1 of the applicable year.
<PAGE>
DESCRIPTION OF THE SECURITIES
The Securities will be issued under the indenture (the
"Indenture"), dated , 1995, between the Company and
First Union National Bank of North Carolina, a national banking
association, as trustee (the "Trustee"). The following summary of
certain provisions of the Indenture does not purport to be
complete and is qualified in its entirety by reference to the
Indenture, a copy of which is filed as an exhibit to the
Registration Statement of which this Prospectus Supplement is a
part. All article and section references appearing herein are to
articles and sections of the Indenture, and all capitalized terms
not otherwise defined herein have the meanings specified in the
Indenture. Whenever particular Sections or defined terms of the
Indenture are referred to herein, such Sections or defined terms
are incorporated by reference herein.
General
The aggregate number of Securities to be issued under the
Indenture will be limited to , plus such additional
number of Securities as may be issued pursuant to the
over-allotment option granted by the Company to the Underwriters.
See "Underwriting". The Securities will only be issued in integral
amounts (i.e., whole numbers). Investors may purchase any whole
number of Securities. The Securities will be unsecured and will
rank on a parity with all other unsecured and unsubordinated
indebtedness of the Company. The Company's assets consist
primarily of the common stock of its subsidiaries, and the Company
conducts no substantial business or operations itself.
Accordingly, the right of the Company, and hence the right of the
creditors of the Company (including the Holders of the
Securities), to participate in any distribution of assets of any
subsidiary of the Company upon its liquidation or reorganization
will be subject to the prior claims of creditors of such
subsidiaries, except to the extent that claims of the Company
itself as a creditor of such subsidiaries may be recognized.
Each Security, which will be issued with a principal amount of $
, will bear interest at the annual rate of %
of the principal amount per annum (or $ per annum) from
, 1995, or from the most recent Interest Payment Date
to which interest has been paid or provided for until the
principal amount thereof is exchanged at Maturity pursuant to the
terms of the Securities (or the cash option of Jefferson-Pilot
Corporation described below is exercised). Interest on the
Securities will be payable quarterly in arrears on
, , and , commencing
, 1995 (each, an "Interest Payment Date"), to the
persons in whose names the Securities are registered as of the
record date. Interest on the Securities will be computed on the
basis of a 360-day year of twelve 30-day months. If an Interest
Payment Date falls on a day that is not a Business Day, the
interest payment to be made on such Interest Payment Date will be
made on the next succeeding Business Day with the same force and
effect as if made on such Interest Payment Date, and no additional
interest will accrue as a result of such delayed payment.
The Securities will mature on January , 2000. At Maturity
(including as a result of acceleration or otherwise), the
principal amount of each Security will be mandatorily exchanged by
the Company for a number of shares of NationsBank Common Stock at
the Exchange Rate (as defined below) using the Maturity Price,
plus any accrued and unpaid interest up to Maturity, and,
accordingly, Holders of the Securities will not necessarily
receive an amount equal to the principal amount thereof. The
"Exchange Rate" is equal to, subject to adjustment as a result of
certain dilution events, (a) if the Maturity Price or Redemption
Price (as defined below) per share of NationsBank Common Stock is
greater than or equal to the Threshold Appreciation Price,
shares of NationsBank Common Stock per Security, (b) if the
Maturity Price or Redemption Price is less than the Threshold
Appreciation Price but is greater than the Initial Price, a
fractional share of NationsBank Common Stock per Security so that
the value thereof (determined at the Maturity Price or Redemption
Price) is equal to the Initial Price and (c) if the Maturity Price
or Redemption Price is less than or equal to the Initial Price,
one share of NationsBank Common Stock per Security. No fractional
shares of NationsBank Common Stock will be delivered at Maturity
as provided below. Notwithstanding the foregoing, the Company may,
at its option, in lieu of delivering shares of NationsBank Common
Stock, deliver cash in an amount equal to the value of such number
of shares of NationsBank Common Stock at the Maturity Price. Such
option, if exercised, may be exercised with respect to all, or
less than all, shares of NationsBank Common Stock otherwise
deliverable upon exchange of the outstanding Securities. On or
prior to the seventh Business Day prior to Maturity, the Company
will notify the Trustee and publish a notice in a daily newspaper
of national circulation stating whether the principal amount of
each Security will be exchanged for shares of NationsBank Common
Stock or cash or both. If the Company elects to deliver shares of
NationsBank Common Stock, holders of the Securities will be
responsible for the payment of any and all brokerage costs upon
the subsequent sale of such stock. If less than all of the
outstanding Securities are to be exchanged for NationsBank Common
Stock, the Securities to be exchanged for NationsBank Common Stock
will be selected by the Company from the outstanding Securities by
lot or pro rata (as nearly as may be) or by any other method
determined by the Board of Directors in its sole discretion to be
equitable.
The "Maturity Price" is defined as the average Closing Price per
share of NationsBank Common Stock on the 20 Trading Days ending
two days prior to, but not including, Maturity. The "Closing
Price" of any security on any date of determination means the
closing sale price (or, if no closing price is reported, the last
reported sale price) of such security on the NYSE on such date or,
if such security is not listed for trading on the NYSE on any such
date, as reported in the composite transactions for the principal
United States securities exchange on which such security is so
listed, or if such security is not so listed on a United States
national or regional securities exchange, as reported by The
Nasdaq Stock Market, or, if such security is not so reported, the
last quoted bid price for such security in the over-the-counter
market as reported by the National Quotation Bureau or similar
organization, or, if such bid price is not available, the market
value of such security on such date as determined by a nationally
recognized independent investment banking firm retained for this
purpose by the Company. A "Trading Day" is defined as a day on
which the security the Closing Price of which is being determined
(A) is not suspended from trading on any national or regional
securities exchange or association or over-the-counter market at
the close of business and (B) has traded at least once on the
national or regional securities exchange or association or over--
the-counter market that is the primary market for the trading of
such security.
For illustrative purposes only, the following chart shows the
number of shares of NationsBank Common Stock or the amount of cash
that a Holder of Securities would receive for each Security at
various Maturity Prices. The table assumes that there will be no
dilution adjustments to the Exchange Rate as described below.
There can be no assurance that the Maturity Price will be within
the range set forth below. Given the Initial Price of $
and the Threshold Appreciation Price of $ , a
Security Holder would receive at Maturity the following number of
shares of NationsBank Common Stock or amount of cash (if the
Company elects to pay the Security in cash) per Security:
<PAGE>
Maturity Price Number of
of NationsBank Shares of NationsBank Amount of
Common Stock Common Stock Cash
Interest on the Securities will be payable, and delivery of
NationsBank Common Stock (or, at the option of the Company, its
cash equivalent or both) in exchange for the Securities at
Maturity will be made upon surrender of such Securities, at the
office or agency of the Company maintained for such purposes in
the city where the principal corporate trust office of the Trustee
is located, which will initially be the principal corporate trust
office of the Trustee, provided that payment of interest may be
made (subject to collection) at the option of the Company by check
mailed to the persons in whose names the Securities are registered
at the close of business on ,
, and . The
principal corporate trust office in New York City of the Trustee
is located at Stock Transfer Department, SC1, One State Street,
New York, New York 10004 (c/o IBJ Shroeder).
The Securities will be transferable at any time or from time to
time at the aforementioned office. No service charge will be made
to the Holder for any such transfer except for any tax or other
governmental charge incidental thereto.
The Indenture does not contain any restriction on the ability of
the Company to sell, pledge or otherwise convey all or any portion
of the NationsBank Common Stock held by it, and no such shares of
NationsBank Common Stock will be pledged or otherwise held in
escrow for exchange at Maturity of the Securities. Consequently,
in the event of a bankruptcy, insolvency or liquidation of the
Company, any NationsBank Common Stock owned by the Company will be
subject to the claims of the creditors of the Company. In
addition, as described herein, the Company will have the option,
exercisable in its sole discretion, to satisfy its obligations
pursuant to the mandatory exchange for the principal amount of the
Securities at Maturity by delivering to Holders of the Securities
either the specified number of shares of NationsBank Common Stock
or cash or both in an amount equal to the value of such number of
shares at the Maturity Price. There can be no assurance that the
Company will elect at Maturity to deliver NationsBank Common
Stock. Consequently, Holders of the Securities will not be
entitled to any rights with respect to the NationsBank Common
Stock (including without limitation voting rights and rights to
receive any dividends or other distributions in respect thereof)
until such time, if any, as the Company shall have delivered
shares of NationsBank Common Stock to Holders of the Securities at
Maturity thereof and, unless the applicable record date, if any,
for the exercise of such rights occurs after such date.
Dilution Adjustments
The Exchange Rate is subject to adjustment if NationsBank shall
(i) pay a stock dividend or make a distribution with respect to
NationsBank Common Stock in shares of such stock; (ii) subdivide
or split the outstanding shares of NationsBank Common Stock into a
greater number of shares; (iii) combine the outstanding shares of
NationsBank Common Stock into a smaller number of shares; (iv)
issue by reclassification of shares of NationsBank Common Stock
any shares of common stock of NationsBank; (v) issue rights or
warrants to all holders of NationsBank Common Stock entitling them
to subscribe for or purchase shares of NationsBank Common Stock at
a price per share less than the then current market price of the
NationsBank Common Stock (other than rights to purchase
NationsBank Common Stock pursuant to a plan for the reinvestment
of dividends or interest); or (vi) pay a dividend or make a
distribution to all holders of NationsBank Common Stock of
evidences of its indebtedness or other assets (excluding any stock
dividends or distribution referred to in clause (i) above or any
cash dividends other than any Extraordinary Cash Dividends) or
issue to all holders of NationsBank Common Stock rights or
warrants to subscribe for or purchase any of its securities (other
than those referred to in clause (v) above). An "Extraordinary
Cash Dividend" means, with respect to any 365-day period, all cash
dividends on the NationsBank Common Stock during such period to
the extent such dividends exceed on a per share basis 10% of the
average Closing Price of the NationsBank Common Stock over such
period (less any such dividends for which a prior adjustment to
the Exchange Rate was previously made). All adjustments to the
Exchange Rate will be calculated to the nearest 1/10,000th of a
share of NationsBank Common Stock (or if there is not a nearest
1/10,000th of a share to the next lower 1/10,000th of a share). No
adjustment in the Exchange Rate shall be required unless such
adjustment would require an increase or decrease of at least one
percent therein; provided, however, that any adjustments which by
reason of the foregoing are not required to be made shall be
carried forward and taken into account in any subsequent
adjustment.
<PAGE>
In the event of (A) any consolidation or merger of NationsBank, or
any surviving entity or subsequent surviving entity of NationsBank
(a "NationsBank Successor"), with or into another entity (other
than a merger or consolidation in which NationsBank is the
continuing corporation and in which the NationsBank Common Stock
outstanding immediately prior to the merger or consolidation is
not exchanged for cash, securities or other property of
NationsBank or another corporation), (B) any sale, transfer, lease
or conveyance to another corporation of the property of
NationsBank or any NationsBank Successor as an entirety or
substantially as an entirety, (C) any statutory exchange of
securities of NationsBank or any NationsBank Successor with
another corporation (other than in connection with a merger or
acquisition) or (D) any liquidation, dissolution or winding up of
NationsBank or any NationsBank Successor (any such event described
in clause (A), (B), (C) or (D), a "Reorganization Event"), the
Exchange Rate used to determine the amount payable upon exchange
at Maturity for each Security will be adjusted to provide that
each Holder of Securities will receive at Maturity for each
Security cash in an amount equal to (a) if the Transaction Value
(as defined below) is greater than or equal to the Threshold
Appreciation Price, multiplied by the Transaction
Value, (b) if the Transaction Value is less than the Threshold
Appreciation Price but greater than the Initial Price, the Initial
Price and (c) if the Transaction Value is less than or equal to
the Initial Price, the Transaction Value. "Transaction Value"
means (i) for any cash received by the Company in any such
Reorganization Event, the amount of cash received per share of
NationsBank Common Stock, (ii) for any property other than cash or
securities received by the Company in any such Reorganization
Event, an amount equal to the market value at Maturity of such
property received per share of NationsBank Common Stock as
determined by a nationally recognized independent investment
banking firm retained for this purpose by the Company and (iii)
for any securities received by the Company in any such
Reorganization Event, an amount equal to the average Closing Price
per share of such securities on the 20 Trading Days ending two
days prior to Maturity multiplied by the number of such securities
received for each share of NationsBank Common Stock.
Notwithstanding the foregoing, in the event that property or
securities, or a combination of cash, on the one hand, and
property or securities, on the other, are received by the Company
in any such Reorganization Event, the Company may, at its option,
in lieu of delivering cash as described above, deliver (a) an
amount of cash equal to (i) the Exchange Rate (adjusted as
described above) times (ii) the amount of cash, if any, received
by the Company per share of NationsBank Common Stock in such
Reorganization Event plus (b) property in an amount equal to (i)
the Exchange Rate (as so adjusted) times (ii) the amount of
property, if any, received by the Company per share of NationsBank
Common Stock in such Reorganization Event plus (c) securities in a
number or amount, as applicable, equal to (i) the Exchange Rate
(as so adjusted) times (ii) the number or amount, as applicable,
of securities, if any, received by the Company in such Reorgani-
zation Event per share of NationsBank Common Stock. If the Company
elects to deliver securities or other property, Holders of the
Securities will be responsible for the payment of any and all
brokerage and other transaction costs upon any subsequent sale of
such securities or other property. The kind and amount of
securities into which the Securities shall be exchangeable after
consummation of such transaction shall be subject to adjustment as
described in the immediately preceding paragraph following the
date of consummation of such transaction.
The Company is required, within ten Business Days following the
occurrence of an event that requires an adjustment to the Exchange
Rate (or if the Company is not aware of such occurrence, as soon
as practicable after becoming so aware), to provide written notice
to the Trustee and to the Holders of the Securities of the
occurrence of such event and a statement in reasonable detail
setting forth the method by which the adjustment to the Exchange
Rate was determined and setting forth the revised Exchange Rate.
Fractional Shares
No fractional shares of NationsBank Common Stock will be issued if
the Company exchanges the Securities for shares of NationsBank
Common Stock. In lieu of any fractional share otherwise issuable
in respect of the Securities of any Holder which are exchanged at
Maturity, such Holder shall be entitled to receive an amount in
cash equal to the value of such fractional share at the Maturity
Price.
Optional Redemption
The Securities are not redeemable prior to 30 days prior to
Maturity. At any time and from time to time commencing 30 days
prior to Maturity and ending immediately prior to Maturity, the
Company may redeem any or all of the outstanding Securities. Upon
any such redemption prior to Maturity, each owner of a Security
called for redemption will receive, in exchange for such Security,
a number of shares of NationsBank Common Stock (or, at the
Company's option, which may be exercised with respect to all, or
less than all, shares of NationsBank Common Stock deliverable upon
redemption, cash with an equal value) determined based on the
Exchange Rate (as defined above) using the Redemption Price plus a
cash payment of $___ per Security and any accrued and unpaid
interest up to the date of redemption. On or prior to the seventh
Business Day prior to the date of redemption, the Company will
notify the Trustee and publish a notice in a daily newspaper of
national circulation stating whether the principal amount of each
Security will be redeemed for shares of NationsBank Common Stock
or cash or both. If the Company elects to deliver shares of
NationsBank Common Stock, holders of the Securities will be
responsible for the payment of any and all brokerage costs upon
the subsequent sale of such stock. If less than all of the
outstanding Securities are to be called for redemption, the
Securities to be called will be selected by the Company from the
outstanding Securities not previously called by lot or pro rata
(as nearly as may be) or by any other method determined by the
Board of Directors in its sole discretion to be equitable.
The "Redemption Price" means the lower of (i) the average Closing
Price per share of NationsBank Common Stock for the 20 Trading
Days ending two days prior to the Notice Date and (ii) the last
sale of NationsBank Common Stock two days prior to the Notice
Date; provided, however, that, with respect to any redemption of
the Securities, if any event that results in a dissolution
adjustment occurs at any time during the period beginning on the
first day of the 20-Trading Day period and ending on the
applicable date of redemption, the Redemption Price as determined
pursuant to the foregoing will be appropriately adjusted to
reflect the occurrence of such event. The "Notice Date" with
respect to any notice given by the Company in connection with a
redemption of the Securities means the date on which first occurs
either the public announcement of such redemption or the
commencement of mailing of such notice to the holders of the
Securities.
<PAGE>
Book-Entry System
It is expected that the Securities will be issued in the form of
one or more global securities (the "Global Securities") deposited
with The Depository Trust Company (the "Depositary") and
registered in the name of a nominee of the Depositary.
The Depositary has advised the Company and the Underwriters as
follows: The Depositary is a limited-purpose trust company
organized under the laws of the State of New York, a member of the
Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to Section 17A of the Exchange Act.
The Depositary was created to hold securities of persons who have
accounts with the Depositary ("participants") and to facilitate
the clearance and settlement of securities transactions among its
participants in such securities through electronic book-entry
changes in accounts of the participants, thereby eliminating the
need for physical movement of certificates. Such participants
include securities brokers and dealers, banks, trust companies and
clearing corporations. Indirect access to the Depositary's book-
entry system is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or
indirectly.
Upon the issuance of a Global Security, the Depositary or its
nominee will credit the respective Securities represented by such
Global Security to the accounts of participants. The accounts to
be credited shall be designated by the Underwriters. Ownership of
beneficial interests in such Global Securities will be limited to
participants or persons that may hold interests through
participants. Ownership of beneficial interests by participants in
such Global Securities will be shown on, and the transfer of those
ownership interests will be effected only through, records
maintained by the Depositary or its nominee for such Global
Securities. Ownership of beneficial interests in such Global
Securities by persons that hold through participants will be shown
on, and the transfer of that ownership interest within such
participant will be effected only through, records maintained by
such participant. The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of such
securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global
Security.
So long as the Depositary for a Global Security, or its nominee,
is the registered owner of such Global Security, such depositary
or such nominee, as the case may be, will be considered the sole
owner or holder of the Securities for all purposes under the
Indenture. Except as set forth below, owners of beneficial
interests in such Global Securities will not be entitled to have
the Securities registered in their names, will not receive or be
entitled to receive physical delivery of the Securities in
definitive form and will not be considered the owners or holders
thereof under the Indenture.
Payment of principal of and any interest on the Securities
registered in the name of or held by the Depositary or its nominee
will be made to the Depositary or its nominee, as the case may be,
as the registered owner or the holder of the Global Security. None
of the Company, the Trustee, any Paying Agent or any securities
registrar for the Securities will have any responsibility or
liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests in a Global
Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
The Company expects that the Depositary, upon receipt of any
payment of principal or interest in respect of a permanent Global
Security, will credit immediately participants' accounts with
payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Security as shown
on the records of the Depositary. The Company also expects that
payments by participants to owners of beneficial interests in such
Global Security held through such participants will be governed by
standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form
or registered in "street name," and will be the responsibility of
such participants.
A Global Security may not be transferred except as a whole by the
Depositary to a nominee or a successor of the Depositary. If the
Depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the
Company within ninety days, the Company will issue Securities in
definitive registered form in exchange for the Global Security
representing such Securities.
Notwithstanding the foregoing, the Company may at any time
(including at the time of original issuance of the Securities) and
in its sole discretion determine not to have any Securities
represented by one or more Global Securities and, in such event,
will issue Securities in definitive form in exchange for all of
the Global Securities representing the Securities. Further, if the
Company so specifies with respect to the Securities, an owner of a
beneficial interest in a Global Security representing Securities
may, on terms acceptable to the Company and the Depositary for
such Global Security, receive Securities in definitive form. In
any such instance, an owner of a beneficial interest in a Global
Security will be entitled to physical delivery in definitive form
of Securities represented by such Global Security equal in number
to that represented by such beneficial interest and to have such
Securities registered in its name.
Listing
The Company has applied to have the Securities listed on the NYSE
under the symbol "NBX".
Regarding the Trustee
The Trustee has its principal corporate trust office at 230 South
Tryon Street, Charlotte, North Carolina 28288-1179, Attention:
Corporate Trust-Bond Administration. The Company has normal
banking relationships with the Trustee, and the Trustee also
serves as transfer agent and registrar for the Company's common
stock.
<PAGE>
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
General
The following is a general description of the material U.S.
federal income tax consequences that may be relevant to a citizen
or resident of the United States, a corporation, partnership or
other entity created or organized under the laws of the United
States, an estate or trust the income of which is subject to U.S.
federal income taxation regardless of its source, or a foreign
person subject to U.S. federal income taxation on a net income
basis who is the beneficial owner of a Security (each, a "U.S.
Holder"). All references to "holders" (including U.S. Holders)
are to beneficial owners of the Securities. This discussion,
which was prepared by , tax counsel to the
Company, is based on current U.S. federal income tax law applied
to the context of facts provided to them and is for general
information only.
This discussion deals only with holders who are initial holders of
the Securities and who will hold the Securities as capital assets.
It does not address tax considerations applicable to investors
that may be subject to special U.S. federal income tax treatment,
such as dealers in securities, insurance companies, banks,
regulated investment companies, tax-exempt entities or, except to
the extent otherwise indicated, to non-U.S. Holders. Special tax
rules may apply to persons holding a Security as part of a
"conversion transaction," "straddle," hedging transaction or other
combination of offsetting positions. Holders in such
circumstances should consult their tax advisors regarding the
applicability of these special rules to an investment in the
Securities. This discussion does not address the tax consequences
under state, local or foreign law.
No statutory, judicial or administrative authority directly
addresses the characterization of the Securities or instruments
similar to the Securities for U.S. federal income tax purposes.
As a result, significant aspects of the U.S. federal income tax
consequences of an investment in the Securities are not certain.
Tax counsel is unable to opine that the likely characterization
and treatment of the Securities are that described below. No
ruling is being requested from the Internal Revenue Services (the
"IRS") with respect to the Securities and no assurance can be
given that the IRS will agree with the tax treatment described
below. ACCORDINGLY, A PROSPECTIVE INVESTOR (INCLUDING A TAX-
EXEMPT INVESTOR) IN THE SECURITIES SHOULD CONSULT ITS TAX ADVISOR
IN DETERMINING THE TAX CONSEQUENCES OF AN INVESTMENT IN THE
SECURITIES, INCLUDING THE APPLICATION OF STATE, LOCAL OR OTHER TAX
LAWS.
United States Holders
Interest on the Securities will be reported to U.S. Holders and to
the IRS on the assumption that a U.S. Holder must include interest
in income as it is paid or accrued, in accordance with the U.S.
Holder's method of accounting. U.S. Holders should consult their
tax advisors concerning the alternative position that payments of
interest will reduce a U.S. Holder's basis in the Securities and
that interest need not be included in income until Maturity.
At Maturity, a U.S. Holder should recognize capital gain or loss
equal to the difference between the basis of the Securities and
the amount of the cash, or the fair market value of the
NationsBank Common Stock, received in exchange therefor. Such
gain or loss generally will be long-term capital gain or loss if
the U.S. Holder has held the Securities for more than one year.
The IRS might take the position, however, that any such gain
should be treated as ordinary interest income. U.S. Holders
should consult their tax advisors concerning the alternative
position that no gain or loss will be recognized at Maturity if
NationsBank Common Stock is received in exchange for the
Securities, on the theory that the Securities are themselves
forward contracts.
A U.S. Holder who disposes of Securities prior to Maturity will
recognize capital gain or loss equal to the difference between the
basis of the Securities and the amount of cash in exchange
therefor. Such gain or loss will be long-term capital gain or
loss if the U.S. Holder has held the Securities for more than one
year.
Backup Withholding and Information Reporting
A holder of a Security may be subject to information reporting and
to backup withholding at a rate of 31 percent of certain amounts
paid to the holder unless such holder provided proof of an
applicable exemption or a correct taxpayer identification number,
and otherwise complies with applicable requirements of the backup
withholding rules.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement, the Company has agreed to sell to each of the
Underwriters named below, and each of such Underwriters, for whom
Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated are acting as representatives, has severally agreed
to purchase, the number of the Securities set forth opposite its
name below:
<PAGE>
Number of
Underwriter Securities
Goldman, Sachs & Co.. . . . . . . . . . . . . .
Merrill Lynch, Pierce, Fenner & Smith
Incorporated. . . . . . . . . . . .
Total
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the
Securities, if any are taken.
The Underwriters propose to offer the Securities in part directly
to the public at the initial public offering price set forth on
the cover page of this Prospectus, and in part to certain
securities dealers at such price less a concession of $ per
Security. The Underwriters may allow, and such dealers may
reallow, a concession not to exceed $ per Security to
certain brokers and dealers. After the Securities are released for
sale to the public, the offering price and other selling terms may
from time to time be varied by the representatives.
The Company has granted the Underwriters an option exercisable for
30 days after the date of this Prospectus to purchase up to an
aggregate of additional Securities to cover
over-allotments, if any. If the Underwriters exercise their
over-allotment option, the Underwriters have severally agreed,
subject to certain conditions, to purchase approximately the same
percentage thereof that the number of Securities to be purchased
by each of them, as shown in the foregoing table, bears to the
Securities offered hereby.
The Company and ETRE Capital Corp. have agreed not to offer, sell,
contract to sell or otherwise dispose of, directly or indirectly,
or file a registration statement under the Securities Act with
respect to, any Securities, shares of NationsBank Common Stock,
securities convertible into or exchangeable for shares of
NationsBank Common Stock or rights or warrants to acquire such
shares, or any other security substantially similar to the
Securities or the NationsBank Common Stock for a period of 180
days after the date of this Prospectus without the prior written
consent of the representatives of the Underwriters, except for the
Securities offered in connection with the offering of the
Securities and shares of NationsBank Common Stock transferred by
the Company upon exchange of the Securities.
The representatives have informed the Company that they do not
expect sales to discretionary accounts by the Underwriters to
exceed five percent of the total number of Securities offered by
them.
Prior to the offering of the Securities, there has been no public
market for the Securities. The initial public offering price for
the Securities is equal to the last sale price of the NationsBank
Common Stock on , 1995, as reported on the New
York Stock Exchange.
Goldman, Sachs & Co. have in the past performed, and are currently
performing, investment banking services for the Company and have
received and may receive fees in connection with such services.
The Company has applied to have the Securities listed on the New
York Stock Exchange.
The Company has agreed to indemnify the several Underwriters
against certain liabilities, including liabilities under the
Securities Act relating to this Prospectus (including the
documents incorporated by reference herein).
VALIDITY OF THE SECURITIES
The validity of the Securities offered hereby will be passed upon
for Jefferson-Pilot Corporation by Robert A. Reed, Esq., Vice
President, Secretary and Associate General Counsel of Jefferson-
Pilot Corporation, and for the Underwriters by Sullivan &
Cromwell, New York, New York. Certain tax matters with respect to
the Securities will be passed upon by ___________. Sullivan &
Cromwell and Robert A. Reed, Esq. may rely upon the opinion of
other designated counsel as to certain matters governed by North
Carolina law.
<PAGE>
SUBJECT TO COMPLETION, DATED ________, 1995
JEFFERSON-PILOT CORPORATION
Debt Securities
Jefferson-Pilot Corporation (the Company ) may from time to
time offer, together or separately, its (i) debt securities (the
Debt Securities ) and (ii) warrants to purchase securities of the
Company as shall be designated by the Company at the time of the
offering (the Warrants ) in amounts, at prices and on terms to be
determined at the time of offering. The Debt Securities and Warrants
are collectively called the Securities.
The Securities offered pursuant to this Prospectus may be
issued in one or more series or issuances and will be limited to
$300,000,000 aggregate public offering price (or its equivalent
(based on the applicable exchange rate at the time of sale) in one
or more foreign currencies, currency units or composite currencies
as shall be designated by the Company). Certain specific terms of
the particular Securities in respect of which this Prospectus is
being delivered are set forth in the accompanying Prospectus
Supplement (the Prospectus Supplement ), including, where
applicable, in the case of Debt Securities, the specific title,
aggregate principal amount, the denomination, whether such Debt
Securities are secured or unsecured obligations, maturity, premium,
if any, the interest rate (which may be fixed, floating or
adjustable), the time and method of calculating payment of interest,
if any, the place or places where principal of (and premium, if any)
and interest, if any, on such Debt Securities will be payable, the
currency in which principal of (and premium, if any) and interest,
if any, on such Debt Securities will be payable, any terms of
redemption at the option of the Company or the holder, any sinking
fund provisions, terms for any exchange into other securities, the
initial public offering price and other special terms and, in the
case of Warrants, the duration, the purchase price, the exercise
price and detachability of such Warrants. If so specified in the
applicable Prospectus Supplement, Debt Securities of a series may be
issued in whole or in part in the form of one or more temporary or
permanent global securities.
Unless otherwise specified in a Prospectus Supplement, the Debt
Securities, when issued, will be unsecured and will rank equally
with all other unsecured and unsubordinated indebtedness of the
Company.
The Prospectus Supplement will contain information concerning
certain U.S. federal income tax considerations, if applicable to the
Securities offered.
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________
The Securities will be sold directly, through agents,
underwriters or dealers as designed from time to time, or through a
combination of such methods. If agents of the Company or any dealers
or underwriters are involved in the sale of the Securities in
respect of which this Prospectus is being delivered, the names of
such agents, dealers or underwriters and any applicable commissions
or discounts are set forth in or may be calculated from the
Prospectus Supplement with respect to such Securities.
______________
The date of this Prospectus is , 1995
<PAGE>
No dealer, salesman or other person is authorized to give any
information or to make any representations not contained in this
Prospectus or any Prospectus Supplement, and, if given or made, any
information or representations not contained in this Prospectus or
any Prospectus Supplement must not be relied upon as having been
authorized by the Company or any underwriter or agent. This
Prospectus or any Prospectus Supplement does not constitute an offer
to sell, or a solicitation of an offer to buy, any Debt Securities
by the Company or any underwriter or agent in any jurisdiction in
which it is unlawful for the Corporation or such underwriter or
agent to make such an offer or solicitation. The delivery of this
Prospectus or any Prospectus Supplement at any time does not imply
that the information herein or therein, or in any document
incorporated by reference herein or therein, is correct as of any
time subsequent to the date hereof or thereof.
AVAILABLE INFORMATION
Jefferson-Pilot Corporation (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934,
as amended ((the "Exchange Act"), and in accordance therewith, files
reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy and information
statements and other information can be inspected and copied at the
public reference facilities of the Commission at Room 1024, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at
the regional offices of the Commission located at 7 World Trade
Center, 13th Floor, Suite 1300, New York, New York 10048 and Suite
1400, Northwestern Atrium Center, 14th Floor, 500 West Madison
Street, Chicago, Illinois 60661. Copies of such material can also
be obtained at prescribed rates by writing to the Public Reference
Section of the Commission at 450 N.W., Judiciary Plaza, Washington,
D.C. 20549. The Common Stock of the Company is listed on, and
reports, proxy and information statements and other information
concerning the Company can be inspected at the offices of, the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005.
This Prospectus constitutes a part of a registration statement on
Form S-3 (together with all amendments and exhibits, the
"Registration Statement") filed by the Company with the Commission
under the Securities Act of 1933, as amended (the "Securities Act").
This Prospectus does not contain all the information set forth in
the Registration Statement, certain portions of which have been
omitted as permitted by the rules and regulations of the Commission.
For further information with respect to the Company reference is
made to the Registration Statement. The Registration Statement may
be inspected by anyone without charge at the principal office of the
Commission in Washington, D.C. and copies of all or part of it may
be obtained from the Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Annual Report on Form 10-K for the fiscal year ended December
31, 1994, the Quarterly Reports on Form 10-Q for the periods ended
March 31, 1995 and June 30, 1995 and the Current Reports on Form 8-K
for May 31, 1995 and for October 6, 1995, which have been filed by
the Company with the Commission, are incorporated herein by
reference.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the
Securities shall be deemed to be incorporated by reference in this
Prospectus and to be part hereof from the date of filing such
documents. Any statement contained herein, or in a document all or
a portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for
purposes of the Registration Statement and this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part
of the Registration Statement or this Prospectus.
The Company will provide without charge to each person to whom a
copy of this Prospectus is delivered, upon the written or oral
request of any such person, a copy of any and all of the foregoing
documents incorporated by reference herein, other than the exhibits
to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Requests should be
directed to: Jefferson-Pilot Corporation, 100 North Greene Street,
Greensboro, North Carolina 27401, Attention: Robert A. Reed, (910)
691-3375.
<PAGE>
Jefferson-Pilot Corporation
Jefferson-Pilot Corporation (the "Company"), through its insurance
subsidiaries, is primarily engaged in the business of writing life
insurance, annuities and accident and health insurance through a
broad range of individual and group distribution channels. Other
subsidiaries own and operate radio and television stations and
produce sports programming. The principal subsidiaries of the
Company are Jefferson-Pilot Life Insurance Company ("JP Life"),
Alexander Hamilton Life Insurance Company of America ("Alexander
Hamilton"), and Jefferson-Pilot Communications Company ("JP
Communications"). Except where the context otherwise requires, the
"Company" also refers to the consolidated group of Jefferson-Pilot
Corporation and its subsidiaries. The Company, headquartered in
Greensboro, North Carolina, was incorporated in North Carolina in
1968. The principal executive offices are located at 100 North
Greene Street, Greensboro, North Carolina 27401 (telephone 910/691-
3691).
A.M. Best Company, Inc. ("A.M. Best"), an independent insurance
industry rating organization, currently rates JP Life "A++
(Superior)," the highest rating available from A.M. Best, and rates
Alexander Hamilton "A+ (Superior)," its second highest rating.
Standard & Poor's Corporation ("S&P") rates JP Life's claims-paying
ability "AAA (Superior)," the highest rating available from S&P.
Following its acquisition by the Company as described below, S&P
upgraded Alexander Hamilton's claims-paying rating to "AAA
(Superior)." These ratings are based on factors of relevance
primarily to policyholders and are not directed to the protection of
investors and do not apply to the Securities offered hereby.
Recent Acquisitions
The Company has experienced substantial growth in 1995 through two
significant acquisitions as well as internal business development.
On May 31, 1995, JP Life acquired most of the life insurance and
annuity liabilities (approximately $1.1 billion) and related assets
of Kentucky Central Life Insurance Company through an assumption
reinsurance transaction. On October 6, 1995, the Company acquired
Alexander Hamilton, with assets of approximately $8.1 billion
(including a $2.2 billion coinsurance receivable), for a total
consideration of approximately $575 million, consisting of $525
million in cash and $50 million in Alexander Hamilton (the merger
survivor's) preferred stock. After giving effect to the recent
acquisitions, the Company would have had pro forma revenues for the
year ended December 31, 1994 of approximately $1.4 billion, and, as
of June 30, 1995, pro forma assets and shareholders' equity of
approximately $15.8 billion and $1.9 billion, respectively. The
Company will continue to seek to redeploy capital from portfolio to
operating investments and may make additional acquisitions in the
future.
Description of Business Segments
The Company's principal business segments are life insurance
(individual and group) and communications. In 1994, the life
insurance business and the communications business contributed
approximately 84% and 11%, respectively, of the Company's operating
income.
Individual Insurance
Individual insurance products are offered by JP Life through a
career agency force of almost 1,800 managers and agents, an
independent marketing force encompassing approximately 11,000
licensed personal producing general agents and independent marketing
organizations and a home service network of 65 agents and managers.
JP Life has experienced significant individual life insurance sales
growth, primarily due to the expansion of its independent marketing
system which has attracted over 10,000 agents since the beginning of
1993. Annuity products are sold through these distribution systems
as well as financial institutions.
Alexander Hamilton primarily sells universal life insurance products
through personal producing general agents and independent marketing
organizations and annuities through financial institutions. While
JP Life's sales have been concentrated in the Southeastern United
States, Alexander Hamilton's sales have been concentrated in the
Midwest and West.
Group Insurance
Group insurance products are sold through independent insurance
brokers primarily to small to medium-sized employers for the benefit
of their employees and their dependents. Group coverages sold
include health insurance funded on conventionally-insured and
self-insured bases, life insurance, disability income insurance and
dental insurance. The Company believes that its group products are
competitively priced, but in marketing group products places
emphasis on high service levels, particularly in the area of claims
processing. The Company has also recently begun to sell annuities
to the 401(k) retirement market. JP Life's group insurance
activities are concentrated in the Southeastern United States, with
a particular focus on North Carolina, where management believes that
it is one of the largest commercial group insurers.
Communications
JP Communications owns and operates three VHF television stations
and 14 radio stations and produces and syndicates sports-oriented
television programming. JP Communications' television stations are
all network-affiliated and are located in Charlotte, North Carolina
(CBS); Richmond, Virginia (NBC); and Charleston, South Carolina
(CBS). The radio stations are clustered in five markets: Miami,
Atlanta, San Diego, Denver and Charlotte. JP Communications'
production and syndication operations primarily are based on
contracts with two major college sports organizations, the Atlantic
Coast Conference and the Southeastern Conference, that provide JP
Communications the right to televise certain college basketball and
football games.
Management believes that the operations of JP Communications,
particularly in televised sports activities, provide substantial
marketing benefits to the Company's insurance operations because of
the positive image and name-recognition generated by such
activities.
Investment Strategy
The Company manages its invested assets utilizing strategies
designed to maintain high investment quality, investment
diversification, and well-matched overall asset and liability
duration. The Company invests cash flows from operations primarily
in fixed-income securities, including publicly-issued bonds,
privately-placed bonds and commercial mortgage loans.
Within its fixed-income accounts, the Company maintains relatively
large holdings of collateralized mortgage obligations, focusing on
actively-traded, less-volatile issues that produce relatively stable
cash flows. The Company believes that its investment strategies
produce competitive overall investment yields and below-average
levels of impaired investments relative to the life insurance and
annuity industries as a whole.
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be used to
repay a portion of the borrowings under a bank credit agreement
dated October 5, 1995. The borrowings were incurred to finance a
portion of the purchase price for the acquisition of Alexander
Hamilton. Borrowings under the credit agreement bear interest based
on the borrower's choice from time to time of a LIBOR-based rate, a
base (prime) rate or a competitive bid rate.
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and
provisions of the Debt Securities to which any Prospectus Supplement
may relate. The particular terms of the Debt Securities offered by
any Prospectus Supplement and the extent, if any, to which such
general provisions may not apply to the Debt Securities so offered
will be described in the Prospectus Supplement relating to such Debt
Securities.
The Debt Securities are to be issued under an Indenture to be dated
as of _______, 1995 (the Indenture ), between the Company and
First Union National Bank of North Carolina, a national banking
association, as trustee. A copy of the Indenture has been
filed as an exhibit to the Registration Statement. First Union
is hereinafter referred to as the Trustee. The following summaries
of certain provisions of the Debt Securities and the Indenture
do not purport to be complete and are subject to, and are qualified
in their entirety by reference to, all the provisions of the
Indenture applicable to a particular series of Debt Securities,
including the definitions therein of certain terms. Wherever
particular Sections, Articles or defined terms of the
Indenture are referred to, it is intended that such Sections,
Articles or defined terms shall be incorporated herein by reference.
Article and Section references used herein are references to the
Indenture. Capitalized terms not otherwise defined herein shall have
the meaning given in the Indenture.
General
The Indenture will provide that Securities in separate series may be
issued thereunder from time to time without limitation as to
aggregate principal amount. The Company may specify a maximum
aggregate principal amount for the Securities of any series.
(Section 301) The Securities are to have such terms and provisions
which are not inconsistent with the Indenture, including as to
maturity, principal and interest, as the Company may determine.
Unless otherwise specified in the Prospectus Supplement, the Debt
Securities when issued will be unsecured and unsubordinated
obligations of the Company and will rank equally and ratably with
all other unsecured and unsubordinated indebtedness of the Company.
The applicable Prospectus Supplement will set forth the price or
prices at which the Securities to be offered will be issued and will
describe the following terms of such Securities: (1) the title of
such Securities; (2) any limit on the aggregate principal amount of
such Securities or the series of which they are a part; (3) the
date or dates on which the principal of any of such Securities will
be payable; (4)the rate or rates per annum (which may be fixed,
floating or adjustable) at which any of such Securities will bear
interest, if any, or the formula pursuant to which such rate or
rates shall be determined, the date or dates from which any such
interest will accrue, the Interest Payment Dates on which any such
interest will be payable and the Regular Record Date for any such
interest payable on any Interest Payment Date; (5) the place or
places where the principal of and any premium and interest on any of
such Securities will be payable; (6) whether the Offered Debt
Securities will be secured; (7) the period or periods within which,
the price or prices at which and the terms and conditions on which
any of such Securities may be redeemed, in whole or in part, at the
option of the Company; (8) the obligation, if any, of the Company
to redeem or purchase any of such Securities pursuant to any sinking
fund or analogous provision or at the option of the Holder thereof,
and the period or periods within which, the price or prices at which
and the terms and conditions on which any of such Securities will be
redeemed or purchased, in whole or in part, pursuant to any such
obligation; (9) if applicable, the terms of any right to exchange,
or any automatic or mandatory exchange of, the Offered Debt
Securities into other securities or property (including securities
of other issuers) of the Company; (10) if other than denominations
of $1,000 and any integral multiple thereof, the denominations in
which any of such Securities will be issuable; (11) if the amount
of principal of or any premium or interest on any of such Securities
may be determined with reference to an index or pursuant to a
formula, the manner in which such amounts will be determined; (12)
if other than the currency of the United States of America, the
currency, currencies or currency units in which the principal of or
any premium or interest on any of such Securities will be payable
(and the manner in which the equivalent of the principal amount
thereof in the currency of the United States of America is to be
determined for any purpose, including for the purpose of determining
the principal amount deemed to be Outstanding at any time); (13) if
the principal of or any premium or interest on any of such
Securities is to be payable, at the election of the Company or the
Holder thereof, in one or more currencies or currency units other
than those in which such Securities are stated to be payable, the
currency, currencies or currency units in which payment of any such
amount as to which such election is made will be payable, the
periods within which and the terms and conditions upon which such
election is to be made and the amount so payable (or the manner in
which such amount is to be determined); (14) if other than the
entire principal amount thereof, the portion of the principal amount
of any of such Securities which will be payable upon declaration of
acceleration of the Maturity thereof; (15) if the principal amount
payable at the Stated Maturity of any of such Securities will not be
determinable as of any one or more dates prior to the Stated
Maturity, the amount which will be deemed to be such principal
amount as of any such date for any purpose, including the principal
amount thereof which will be due and payable upon any Maturity other
than the Stated Maturity or which will be deemed to be Outstanding
as of any such date (or, in any such case, the manner in which such
deemed principal amount is to be determined); (16) if applicable,
that such Securities, in whole or any specified part, are defeasible
pursuant to the provisions of the Indenture described under
Defeasance and Covenant Defeasance Defeasance and Discharge or
Defeasance and Covenant Defeasance Covenant Defeasance , or under
both such captions; (17) whether any of such Securities will be
issuable in whole or in part in the form of one or more Global
Securities and, if so, the respective Depositaries for such Global
Securities, the form of any legend or legends to be borne by any
such Global Security in addition to or in lieu of the legend
referred to under Form, Exchange and Transfer Global Securities
and, if different from those described under such caption, any
circumstances under which any such Global Security may be exchanged
in whole or in part for Securities registered, and any transfer of
such Global Security in whole or in part may be registered, in the
names of Persons other than the Depositary for such Global Security
or its nominee; (18) any addition to or change in the Events of
Default applicable to any of such Securities and any change in the
right of the Trustee or the Holders to declare the principal amount
of any of such Securities due and payable; (19) any addition to or
change in the covenants in the Indenture described under Certain
Restrictive Covenants applicable to any of such Securities; (20)
any restriction or condition on the transferability of such
Securities; and (21) any other terms of such Securities not
inconsistent with the provisions of the Indenture. (Section 301)
Securities, including Original Issue Discount Securities, may be
sold at a substantial discount below their principal amount.
Certain special United States federal income tax considerations (if
any) applicable to Securities sold at an original issue discount may
be described in the applicable Prospectus Supplement. In addition,
certain special United States federal income tax or other
considerations (if any) applicable to any Securities which are
denominated in a currency or currency unit other than United States
dollars may be described in the applicable Prospectus Supplement.
Since the Company is a holding company, the rights of the Company,
and hence the right of creditors of the Company (including the
Holders of Debt Securities), to participate in any distribution of
the assets of any subsidiary upon its liquidation or reorganization
or otherwise is necessarily subject to the prior claims of creditors
of the subsidiary, except to the extent that claims of the Company
itself as a creditor of the subsidiary may be recognized.
The Indenture does not contain any provisions that limit the
Company's ability to incur indebtedness or that afford Holders of
the Debt Securities protection in the event of a highly leveraged or
similar transaction involving the Company.
Form, Exchange and Transfer
The Securities of each series will be issuable only in fully
registered form, without coupons, and, unless otherwise specified in
the applicable Prospectus Supplement, only in denominations of
$1,000 and integral multiples thereof. (Section 302)
At the option of the Holder, subject to the terms of the Indenture
and the limitations applicable to Global Securities, Securities of
each series will be exchangeable for other Securities of the same
series of any authorized denomination and of a like tenor and
aggregate principal amount. (Section 305)
Subject to the terms of the Indenture and the limitations applicable
to Global Securities, Securities may be presented for exchange as
provided above or for registration of transfer (duly endorsed or
with the form of transfer endorsed thereon duly executed) at the
office of the Security Registrar or at the office of any transfer
agent designated by the Company for such purpose. No service charge
will be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection
therewith. Such transfer or exchange will be effected upon the
Security Registrar or such transfer agent, as the case may be, being
satisfied with the documents of title and identity of the person
making the request. The Company has appointed the Trustee as
Security Registrar. Any transfer agent (in addition to the Security
Registrar) initially designated by the Company for any Securities
will be named in the applicable Prospectus Supplement. (Section
305) The Company may at any time designate additional transfer
agents or rescind the designation of any transfer agent or approve
a change in the office through which any transfer agent acts, except
that the Company will be required to maintain a transfer agent in
each Place of Payment for the Securities of each series.
(Section 1002)
If the Securities of any series (or of any series and specified
terms) are to be redeemed in part, the Company will not be required
to (i) issue, register the transfer of or exchange any Security of
that series (or of that series and specified terms, as the case may
be) during a period beginning at the opening of business 15 days
before the day of mailing of a notice of redemption of any such
Security that may be selected for redemption and ending at the close
of business on the day of such mailing or (ii) register the transfer
of or exchange any Security so selected for redemption, in whole or
in part, except the unredeemed portion of any such Security being
redeemed in part. (Section 305)
<PAGE>
Global Securities
Some or all of the Securities of any series may be represented, in
whole or in part, by one or more Global Securities which will have
an aggregate principal amount equal to that of the Securities
represented thereby. Each Global Security will be registered in the
name of a Depositary or a nominee thereof identified in the
applicable Prospectus Supplement, will be deposited with such
Depositary or nominee or a custodian therefor and will bear a legend
regarding the restrictions on exchanges and registration of transfer
thereof referred to below and any such other matters as may be
provided for pursuant to the Indenture.
Notwithstanding any provision of the Indenture or any Security
described herein, no Global Security may be exchanged in whole or in
part for Securities registered, and no transfer of a Global Security
in whole or in part may be registered, in the name of any Person
other than the Depositary for such Global Security or any nominee of
such Depositary unless (i) the Depositary has notified the Company
that it is unwilling or unable to continue as Depositary for such
Global Security or has ceased to be qualified to act as such as
required by the Indenture, (ii) there shall have occurred and be
continuing an Event of Default with respect to the Securities
represented by such Global Security or (iii) there shall exist such
circumstances, if any, in addition to or in lieu of those described
above as may be described in the applicable Prospectus Supplement.
All securities issued in exchange for a Global Security or any
portion thereof will be registered in such names as the Depositary
may direct. (Sections 204 and 305)
As long as the Depositary, or its nominee, is the registered Holder
of a Global Security, the Depositary or such nominee, as the case
may be, will be considered the sole owner and Holder of such Global
Security and the Securities represented thereby for all purposes
under the Securities and the Indenture. Except in the limited
circumstances referred to above, owners of beneficial interests in
a Global Security will not be entitled to have such Global Security
or any Securities represented thereby registered in their names,
will not receive or be entitled to receive physical delivery of
certificated Securities in exchange therefor and will not be
considered to be the owners or Holders of such Global Security or
any Securities represented thereby for any purpose under the
Securities or the Indenture. All payments of principal of and any
premium and interest on a Global Security will be made to the
Depositary or its nominee, as the case may be, as the Holder
thereof. The laws of some jurisdictions require that certain
purchasers of securities take physical delivery of such securities
in definitive form. These laws may impair the ability to transfer
beneficial interests in a Global Security.
Ownership of beneficial interests in a Global Security will be
limited to institutions that have accounts with the Depositary or
its nominee ( participants ) and to persons that may hold beneficial
interests through participants. In connection with the issuance of
any Global Security, the Depositary will credit, on its book-entry
registration and transfer system, the respective principal amounts
of Securities represented by the Global Security to the accounts of
its participants. Ownership of beneficial interests in a Global
Security will be shown only on, and the transfer of those ownership
interests will be effected only through, records maintained by the
Depositary (with respect to participants' interests) or any such
participant (with respect to interests of persons held by such
participants on their behalf). Payments, transfers, exchanges and
others matters relating to beneficial interests in a Global Security
may be subject to various policies and procedures adopted by the
Depositary from time to time. None of the Company, the Trustee or
any agent of the Company or the Trustee will have any responsibility
or liability for any aspect of the Depositary's or any participant's
records relating to, or for payments made on account of, beneficial
interests in a Global Security, or for maintaining, supervising or
reviewing any records relating to such beneficial interests.
Secondary trading in notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast,
beneficial interests in a Global Security, in some cases, may trade
in the Depositary's same-day funds settlement system, in which
secondary market trading activity in those beneficial interests
would be required by the Depositary to settle in immediately
available funds. There is no assurance as to the effect, if any,
that settlement in immediately available funds would have on trading
activity in such beneficial interests. Also, settlement for
purchases of beneficial interests in a Global Security upon the
original issuance thereof may be required to be made in immediately
available funds.
<PAGE>
Payment and Paying Agents
Unless otherwise indicated in the applicable Prospectus Supplement,
payment of interest on a Security on any Interest Payment Date will
be made to the Person in whose name such Security (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest. (Section 307)
Unless otherwise indicated in the applicable Prospectus Supplement,
principal of and any premium and interest on the Securities of a
particular series will be payable at the office of such Paying Agent
or Paying Agents as the Company may designate for such purpose from
time to time, except that at the option of the Company payment of
any interest may be made by check mailed to the address of the
Person entitled thereto as such address appears in the Security
Register. Unless otherwise indicated in the applicable Prospectus
Supplement, the corporate trust office of the Trustee in The City of
New York will be designated as the Company's sole Paying Agent for
payments with respect to Securities of each series. Any other
Paying Agents initially designated by the Company for the Securities
of a particular series will be named in the applicable Prospectus
Supplement. The Company may at any time designate additional Paying
Agents or rescind the designation of any Paying Agent or approve a
change in the office through which any Paying Agent acts, except
that the Company will be required to maintain a Paying Agent in each
Place of Payment for the Securities of a particular series.
(Section 1002)
All moneys paid by the Company to a Paying Agent for the payment of
the principal of or any premium or interest on any Security which
remain unclaimed at the end of two years after such principal,
premium or interest has become due and payable will be repaid to the
Company, and the Holder of such Security thereafter may look only to
the Company for payment thereof. (Section 1003)
Certain Covenants
Limitation on Liens
The Indenture prohibits the Company and its subsidiaries from
directly or indirectly creating, assuming, incurring or permitting
to exist any Indebtedness secured by any lien on the capital stock
of JP Life or Alexander Hamilton (together, the "Restricted
Subsidiaries") unless the Outstanding Securities (and, if the
Company so elects, any other Indebtedness of the Company that is not
subordinate to the Debt Securities and with respect to which the
governing instruments require, or pursuant to which the Company is
otherwise obligated, to provide such security) shall be secured
equally and ratably with such Indebtedness for at least the time
period such other Indebtedness is so secured. (Section 1008)
"Indebtedness" is defined in the Indenture as the principal of and
premium, if any, and interest due on indebtedness of a Person,
whether outstanding on the date of the Indenture or thereafter
created, incurred or assumed, which is (a) indebtedness for money
borrowed, and (b) any amendments, renewals, extensions,
modifications and refundings of any such indebtedness. For the
purposes of this definition, "indebtedness for money borrowed" means
(i) any obligation of, or any obligation guaranteed by, such Person
for the repayment of borrowed money, whether or not evidenced by
bonds, debentures, notes or other written instruments, (ii) any
obligation of, or any such obligation guaranteed by, such Person
evidenced by bonds, debentures, notes or similar written
instruments, including obligations assumed or incurred in connection
with the acquisition of property, assets or businesses (provided,
however, that the deferred purchase price of any other business,
property or assets shall not be considered Indebtedness if the
purchase price thereof is payable in full within 90 days from the
date on which such indebtedness was created), and (iii) any
obligations of such Person as lessee under leases required to be
capitalized on the balance sheet of the lessee under generally
accepted accounting principles and leases of property or assets made
as part of any sale and lease-back transaction to which such Person
is a party. For purposes of this covenant only, Indebtedness also
includes any obligation of, or any obligation guaranteed by, any
Person for the payment of amounts due under a swap agreement or
similar instrument or agreement, or under a foreign currency hedge,
exchange or similar instrument or agreement. (Sections 101 and 1008)
Limitation on Disposition of Stock of Restricted
Subsidiaries
The Indenture also provides that so long as any Debt Securities are
Outstanding and except as described under "Consolidation, Merger and
Sale of Assets" below, the Company may not issue, sell, transfer or
otherwise dispose of any shares of, securities convertible into, or
warrants, rights or options to subscribe for or purchase shares of,
capital stock (other than preferred stock having no ordinary voting
rights) of a Restricted Subsidiary, and will not permit a Restricted
Subsidiary to issue (other than to the Company) any shares (other
than directors' qualifying shares) of, or securities convertible
into, or warrants, rights or options to subscribe for or purchase
shares of, capital stock (other than preferred stock having no
ordinary voting rights) of such Restricted Company, if, after giving
effect to any such transaction and the issuances of the maximum
number of shares issuable upon the conversion or exercise of all
such convertible securities, warrants, rights or options, the
Company would own, directly or indirectly, less than 80% of the
shares of such Restricted Subsidiary (other than preferred stock
having no voting rights of any kind); provided, however, that (i)
any issuance, sale, transfer or other disposition permitted by the
foregoing may only be made for at least a fair market value
consideration as determined by the Board of Directors pursuant to a
Board Resolution adopted in good faith, and (ii) the foregoing shall
not prohibit any such issuance or disposition of securities if
required by any law or any regulation or order of any governmental
or insurance regulatory authority. Notwithstanding the foregoing,
the Company may (i) merge or consolidate a Restricted Subsidiary
into or with another direct wholly owned Subsidiary of the Company
and (ii) subject to "Consolidation, Merger and Sale of Assets"
below, sell, transfer or otherwise dispose of the entire capital
stock of a Restricted Subsidiary at one time for at least a fair
market value consideration as determined by the Board of Directors
pursuant to a Board Resolution adopted in good faith. (Section 1009)
<PAGE>
Consolidation, Merger and Sale of Assets
The Company may not consolidate with or merge into, or convey,
transfer or lease its properties and assets substantially as an
entirety to, any Person (a successor Person ), and may not permit
any Person to merge into, or convey, transfer or lease its
properties and assets substantially as an entirety to, the Company,
unless (i) the successor Person (if any) is a corporation,
partnership, trust or other entity organized and validly existing
under the laws of any domestic jurisdiction and assumes the
Company's obligations on the Securities and under the Indenture,
(ii) immediately after giving effect to the transaction, no Event of
Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have occurred and be
continuing, (iii) if, as a result of the transaction, property of
the Company would become subject to a lien that would not be
permitted under the limitation on liens described above under
Certain Covenants , the Company takes such steps as shall be
necessary to secure the Securities equally and ratably with (or
prior to) the indebtedness secured by such lien and (iv) certain
other conditions are met. (Section 801)
Events of Default
Each of the following will constitute an Event of Default under the
Indenture with respect to Securities of any series: (a) failure to
pay principal of or any premium on any Security of that series when
due; (b) failure to pay any interest on any Securities of that
series when due, continued for 30 days; (c) failure to deposit any
sinking fund payment, when due, in respect of any Security of that
series; (d) failure to perform any other covenant of the Company in
the Indenture (other than a covenant included in the Indenture
solely for the benefit of a series other than that series),
continued for 60 days after written notice has been given by the
Trustee, or the Holders of at least 10% in principal amount of the
Outstanding Securities of that series, as provided in the Indenture;
(e) failure to pay when due (subject to any applicable grace period)
the principal of, or acceleration of, any indebtedness for money
borrowed by the Company having an aggregate principal amount
outstanding of at least $.........., if, in the case of any such
failure, such indebtedness has not been discharged or, in the case
of any such acceleration, such indebtedness has not been discharged
or such acceleration has not been rescinded or annulled, in each
case within 10 days after written notice has been given by the
Trustee, or the Holders of at least 10% in principal amount of the
Outstanding Securities of that series, as provided in the Indenture;
and (f) certain events in bankruptcy, insolvency or reorganization.
(Section 501)
If an Event of Default (other than an Event of Default described in
clause (f) above) with respect to the Securities of any series at
the time Outstanding shall occur and be continuing, either the
Trustee or the Holders of at least 25% in aggregate principal amount
of the Outstanding Securities of that series by notice as provided
in the Indenture may declare the principal amount of the Securities
of that series (or, in the case of any Security that is an Original
Issue Discount Security or the principal amount of which is not then
determinable, such portion of the principal amount of such Security,
or such other amount in lieu of such principal amount, as may be
specified in the terms of such Security) to be due and payable
immediately. If an Event of Default described in clause (f) above
with respect to the Securities of any series at the time Outstanding
shall occur, the principal amount of all the Securities of that
series (or, in the case of any such Original Issue Discount Security
or other Security, such specified amount) will automatically, and
without any action by the Trustee or any Holder, become immediately
due and payable. After any such acceleration, but before a judgment
or decree based on acceleration, the Holders of a majority in
aggregate principal amount of the Outstanding Securities of that
series may, under certain circumstances, rescind and annul such
acceleration if all Events of Default, other than the non-payment of
accelerated principal (or other specified amount), have been cured
or waived as provided in the Indenture. (Section 502) For
information as to waiver of defaults, see Modification and Waiver .
Subject to the provisions of the Indenture relating to the duties of
the Trustee in case an Event of Default shall occur and be
continuing, the Trustee will be under no obligation to exercise any
of its rights or powers under the Indenture at the request or
direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Section 603) Subject
to such provisions for the indemnification of the Trustee, the
Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series will have the right to direct
the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Securities of that
series. (Section 512)
No Holder of a Security of any series will have any right to
institute any proceeding with respect to the Indenture, or for the
appointment of a receiver or a trustee, or for any other remedy
thereunder, unless (i) such Holder has previously given to the
Trustee written notice of a continuing Event of Default with respect
to the Securities of that series, (ii) the Holders of at least 25%
in aggregate principal amount of the Outstanding Securities of that
series have made written request, and such Holder or Holders have
offered reasonable indemnity, to the Trustee to institute such
proceeding as trustee and (iii) the Trustee has failed to institute
such proceeding, and has not received from the Holders of a majority
in aggregate principal amount of the Outstanding Securities of that
series a direction inconsistent with such request, within 60 days
after such notice, request and offer. (Section 507) However, such
limitations do not apply to a suit instituted by a Holder of a
Security for the enforcement of payment of the principal of or any
premium or interest on such Security on or after the applicable due
date specified in such Security or of the right to exchange such
Debt Security in accordance with the terms of the Indenture (if
applicable). (Section 508)
The Company will be required to furnish to the Trustee annually a
statement by certain of its officers as to whether or not the
Company, to their knowledge, is in default in the performance or
observance of any of the terms, provisions and conditions of the
Indenture and, if so, specifying all such known defaults.
(Section 1004)
<PAGE>
Modification and Waiver
Modifications and amendments of the Indenture may be made by the
Company and the Trustee with the consent of the Holders of not less
than a majority in aggregate principal amount of the Outstanding
Securities of each series affected by such modification or
amendment; provided, however, that no such modification or amendment
may, without the consent of the Holder of each Outstanding Security
affected thereby, (a) change the Stated Maturity of the principal
of, or any instalment of principal of or interest on, any Security,
(b) reduce the principal amount of, or any premium or interest on,
any Security, (c) reduce the amount of principal of an Original
Issue Discount Security or any other Security payable upon
acceleration of the Maturity thereof, (d) change the place or
currency of payment of principal of, or any premium or interest on,
any Security, (e) impair the right to institute suit for the
enforcement of any payment on or with respect to any Security,
(f) adversely change the right to exchange, including adversely
changing any automatic or mandatory exchange provisions of, such
Debt Security (if applicable), (g) reduce the percentage in
principal amount of Outstanding Securities of any series, the
consent of whose Holders is required for modification or amendment
of the Indenture, (h) reduce the percentage in principal amount of
Outstanding Securities of any series necessary for waiver of
compliance with certain provisions of the Indenture or for waiver of
certain defaults or (i) modify such provisions with respect to
modification and waiver. (Section 902)
The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may waive compliance by the
Company with certain restrictive provisions of the Indenture.
(Section 1010) The Holders of a majority in principal amount of the
Outstanding Securities of any series may waive any past default
under the Indenture, except a default in the payment of principal,
premium or interest and certain covenants and provisions of the
Indenture which cannot be amended without the consent of the Holder
of each Outstanding Security of such series affected. (Section 513)
The Indenture will provide that in determining whether the Holders
of the requisite principal amount of the Outstanding Securities have
given or taken any direction, notice, consent, waiver or other
action under the Indenture as of any date, (i) the principal amount
of an Original Issue Discount Security that will be deemed to be
Outstanding will be the amount of the principal thereof that would
be due and payable as of such date upon acceleration of the Maturity
thereof to such date, (ii) if, as of such date, the principal amount
payable at the Stated Maturity of a Security is not determinable
(for example, because it is based on an index), the principal amount
of such Security deemed to be Outstanding as of such date will be an
amount determined in the manner prescribed for such Security and
(iii) the principal amount of a Security denominated in one or more
foreign currencies or currency units that will be deemed to be
Outstanding will be the U.S. dollar equivalent, determined as of
such date in the manner prescribed for such Security, of the
principal amount of such Security (or, in the case of a Security
described in clause (i) or (ii) above, of the amount described in
such clause). Certain Securities, including those for whose payment
or redemption money has been deposited or set aside in trust for the
Holders and those that have been fully defeased pursuant to
Section 1302, will not be deemed to be Outstanding. (Section 101)
Except in certain limited circumstances, the Company will be
entitled to set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series
entitled to give or take any direction, notice, consent, waiver or
other action under the Indenture, in the manner and subject to the
limitations provided in the Indenture. In certain limited
circumstances, the Trustee will be entitled to set a record date for
action by Holders. If a record date is set for any action to be
taken by Holders of a particular series, such action may be taken
only by persons who are Holders of Outstanding Securities of that
series on the record date. To be effective, such action must be
taken by Holders of the requisite principal amount of such
Securities within a specified period following the record date. For
any particular record date, this period will be 180 days or such
shorter period as may be specified by the Company (or the Trustee,
if it set the record date), and may be shortened or lengthened (but
not beyond 180 days) from time to time. (Section 104)
Defeasance and Covenant Defeasance
If and to the extent indicated in the applicable Prospectus
Supplement, the Company may elect, at its option at any time, to
have the provisions of Section 1302, relating to defeasance and
discharge of indebtedness, or Section 1303, relating to defeasance
of certain restrictive covenants in the Indenture, applied to the
Securities of any series, or to any specified part of a series.
(Section 1301)
Defeasance and Discharge. The Indenture will provide that,
upon the Company's exercise of its option (if any) to have Section
1302 applied to any Securities, the Company will be discharged from
all its obligations with respect to such Securities (except for
certain obligations to exchange or register the transfer of
Securities, to replace stolen, lost or mutilated Securities, to
maintain paying agencies and to hold moneys for payment in trust)
upon the deposit in trust for the benefit of the Holders of such
Securities of money or U.S. Government Obligations, or both, which,
through the payment of principal and interest in respect thereof in
accordance with their terms, will provide money in an amount
sufficient to pay the principal of and any premium and interest on
such Securities on the respective Stated Maturities in accordance
with the terms of the Indenture and such Securities. Such
defeasance or discharge may occur only if, among other things, the
Company has delivered to the Trustee an Opinion of Counsel to the
effect that the Company has received from, or there has been
published by, the United States Internal Revenue Service a ruling,
or there has been a change in tax law, in either case to the effect
that Holders of such Securities will not recognize gain or loss for
federal income tax purposes as a result of such deposit, defeasance
and discharge and will be subject to federal income tax on the same
amount, in the same manner and at the same times as would have been
the case if such deposit, defeasance and discharge were not to
occur. (Sections 1302 and 1304)
Defeasance of Certain Covenants. The Indenture will provide
upon the Company's exercise of its option (if any) to have
Section 1303 applied to any Securities, the Company may omit to
comply with certain restrictive covenants, including those described
under Certain Covenants and in the last sentence under
Consolidation, Merger and Sale of Assets and any that may be
described in the applicable Prospectus Supplement, and the
occurrence of certain Events of Default, which are described above
in clause (d) (with respect to such restrictive covenants) and
clause (e) under Events of Default and any that may be described
in the applicable Prospectus Supplement, will be deemed not to be or
result in an Event of Default with respect to such Securities. The
Company, in order to exercise such option, will be required to
deposit, in trust for the benefit of the Holders of such Securities,
money or U.S. Government Obligations, or both, which, through the
payment of principal and interest in respect thereof in accordance
with their terms, will provide money in an amount sufficient to pay
the principal of and any premium and interest on such Securities on
the respective Stated Maturities in accordance with the terms of the
Indenture and such Securities. The Company will also be required,
among other things, to deliver to the Trustee an Opinion of Counsel
to the effect that Holders of such Securities will not recognize
gain or loss for federal income tax purposes as a result of such
deposit and defeasance of certain obligations and will be subject to
federal income tax on the same amount, in the same manner and at the
same times as would have been the case if such deposit and
defeasance were not to occur. In the event the Company exercised
this option with respect to any Securities and such Securities were
declared due and payable because of the occurrence of any Event of
Default, the amount of money and U.S. Government Obligations so
deposited in trust would be sufficient to pay amounts due on such
Securities at the time of their respective Stated Maturities but may
not be sufficient to pay amounts due on such Securities upon any
acceleration resulting from such Event of Default. In such case,
the Company would remain liable for such payments. (Sections 1303
and 1304)
<PAGE>
Exchangeable Debt Securities
The terms on which Debt Securities of any series are exchangeable
for other securities of or held by the Company (including securities
of other issuers) will be set forth in the Prospectus Supplement
relating thereto. Such terms shall include provisions as to whether
exchange is mandatory, at the option of the holder or at the option
of the Company and may include provisions pursuant to which the
number of shares of securities of or held by the Company to be
received by the holders of Debt Securities would be calculated
according to the market price of such securities as of a time stated
in the Prospectus Supplement. (Article Fourteen)
Notices
Notices to Holders of Securities will be given by mail to the
addresses of such Holders as they may appear in the Security
Register. (Sections 101 and 106)
Title
The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name a Security is registered as the
absolute owner thereof (whether or not such Security may be overdue)
for the purpose of making payment and for all other purposes.
(Section 308)
Governing Law
The Indenture and the Securities will be governed by, and construed
in accordance with, the laws of the State of New York. (Section 112)
Upon the occurrence of an Event of Default or an event which, after
notice or lapse of time or both, would become an Event of Default
under a Series of Securities the Trustee may be deemed to have a
conflicting interest with respect to the Securities for purposes of
the Trust Indenture Act of 1939 and, accordingly, may be required to
resign as Trustee under the Indenture. In that event, the Company
would be required to appoint a successor Trustee.
<PAGE>
DESCRIPTION OF WARRANTS
The Company may issue Warrants to purchase Debt Securities ( Debt
Warrants ). Warrants may be issued independently or together with
any Securities and may be attached to or separate from such
Securities. The Warrants are to be issued under warrant agreements
(each a Warrant Agreement ) to be entered into between the Company
and a bank or trust company, as warrant agent (the Warrant Agent ),
all as shall be set forth in the Prospectus Supplement relating to
Warrants being offered pursuant thereto.
Debt Warrants
The applicable Prospectus Supplement will describe the terms of Debt
Warrants offered thereby, the Warrant Agreement relating to such
Debt Warrants and the debt warrant certificates representing such
Debt Warrants, including the following: (1) the title of such Debt
Warrants; (2) the aggregate number of such Debt Warrants; (3) the
price or prices at which such Debt Warrants will be issued; (4) the
currency or currencies, including composite currencies or currency
units, in which the price of such Debt Warrants may be payable;
(5) the designation, aggregate principal amount and terms of the
Debt Securities purchasable upon exercise of such Debt Warrants, and
the procedures and conditions relating to the exercise of such Debt
Warrants; (6) the designation and terms of any related Debt
Securities with which such Debt Warrants are issued, and the number
of such Debt Warrants issued with each such Debt Security; (7) the
currency or currencies, including composite currencies or currency
units, in which the principal of (or premium, if any), or interest,
if any, on the Debt Securities purchasable upon exercise of such
Debt Warrants will be payable; (8) the date, if any, on and after
which such Debt Warrants and the related Debt Securities will be
separately transferable; (9) the principal amount of Debt Securities
purchasable upon exercise of each Debt Warrant, and the price at
which and the currency, including composite currency or currency
unit, in which such principal amount of Debt Securities may be
purchased upon such exercise; (10) the date on which the right to
exercise such Debt Warrants shall commence, and the date on which
such right shall expire; (11) the maximum or minimum number of such
Debt Warrants which may be exercised at any time; (12) a discussion
of material federal income tax considerations, if any; and (13) any
other terms of such Debt Warrants and terms, procedures and
limitations relating to the exercise of such Debt Warrants.
Debt warrant certificates will be exchangeable for new debt warrant
certificates of different denominations, and Debt Warrants may be
exercised at the corporate trust office of the Warrant Agent or any
other office indicated in the Prospectus Supplement. Prior to the
exercise of their Debt Warrants, holders of Debt Warrants will not
have any of the rights of holders of the Debt Securities purchasable
upon such exercise and will not be entitled to payments of principal
of (or premium, if any) or interest, if any, on the Debt Securities
purchasable upon such exercise.
Exercise of Warrants
Each Warrant will entitle the holder of Warrants to purchase for
cash such principal amount of Securities at such exercise price as
shall in each case be set forth in, or be determinable as set forth
in, the Prospectus Supplement relating to the Warrants offered
thereby. Warrants may be exercised at any time up to the close of
business on the expiration date set forth in the Prospectus
Supplement relating to the Warrants offered thereby. After the close
of business on the expiration date, unexercised Warrants will become
void.
Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Warrants offered thereby. Upon receipt of payment
and the warrant certificate properly completed and duly executed at
the corporate trust office of the Warrant Agent or any other office
indicated in the Prospectus Supplement, the Company will, as soon as
practicable, forward the Securities purchasable upon such exercise.
If less than all of the Warrants represented by such warrant
certificate are exercised, a new warrant certificate will be issued
for the remaining Warrants.
PLAN OF DISTRIBUTION
The Company may sell Securities to one or more underwriters for
public offering and sale by them or may sell Securities to investors
or other persons directly or through agents. The Company may sell
Securities as soon as practicable after effectiveness of the
Registration Statement, provided that favorable market conditions
exist. Any such underwriter or agent involved in the offer and sale
of the Securities will be named in an applicable Prospectus
Supplement.
Underwriters may offer and sell the Securities at a fixed price or
prices, which may be changed, or at prices related to prevailing
market prices or at negotiated prices. The Company also may, from
time to time, authorize firms acting as the Company's agents to
offer and sell the Securities upon the terms and conditions as shall
be set forth in any Prospectus Supplement. In connection with the
sale of Securities, underwriters may be deemed to have received
compensation from the Company in the form of underwriting discounts
or commissions and may also receive commissions from purchasers of
Securities for whom they may act as agent. Underwriters may sell
Securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions (which may be changed from
time to time) from the purchasers for whom they may act as agent.
Any underwriting compensation paid by the Company to underwriters or
agents in connection with the offering of Securities, and any
discounts, concessions or commissions allowed by underwriters to
participating dealers, will be set forth in an applicable Prospectus
Supplement. Underwriters, dealers and agents participating in the
distribution of the Securities may be deemed to be underwriters, and
any discounts and commissions received by them and any profit
realized by them on resale of the Securities may be deemed to be
underwriting discounts and commissions under the Securities Act.
Underwriters, dealers and agents may be entitled, under agreements
with the Company, to indemnification against and contribution toward
certain civil liabilities, including liabilities under the
Securities Act, and to reimbursement by the Company for certain
expenses.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, or be customers of, the Company in the
ordinary course of business.
<PAGE>
VALIDITY OF THE SECURITIES
Unless otherwise indicated in the applicable Prospectus Supplement,
the validity of the Debt Securities and Warrants, if any, offered
hereby will be passed upon for the Company by Robert A. Reed, Esq.,
Vice President, Secretary and Associate General Counsel of the
Company, and for any agents or underwriters by Sullivan & Cromwell,
125 Broad Street, New York, New York 10004. Sullivan & Cromwell may
rely upon the opinion of Robert A. Reed, Esq. or other designated
counsel as to certain matters governed by North Carolina law.
<PAGE>
EXPERTS
The consolidated financial statements and schedules of the Company
and its subsidiaries as of December 31, 1994 and 1993, and for each
of the years in the three year period ended December 31, 1994,
incorporated by reference in this Prospectus and elsewhere in the
Registration Statement have been audited by McGladrey & Pullen, LLP,
independent certified public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference
herein in reliance upon the authority of said firms as experts in
accounting and auditing. Reference is made to said report, which
includes an explanatory paragraph with respect to the change in
method of accounting for investments during 1994, as explained in
Note 2 to the consolidated financial statements and the change in
method of accounting for postretirement benefits other than pensions
in 1993 as explained in Note 11 to the consolidated financial
statements.
With respect to the unaudited interim financial information to be
incorporated by reference in this Prospectus, the independent
certified public accountants may report that they applied limited
procedures in accordance with professional standards for a review of
such information. However, any separate report included in the
Company's Quarterly Reports on Form 10-Q and incorporated by
reference herein will state that they did not audit and they do not
express an opinion on that interim financial information.
Accordingly, the degree of reliance on any report on such
information should be restricted in light of the limited nature of
the review procedures applied. The accountants are not subject to
the liability provisions of Section 11 of the Securities Act for any
report on the unaudited interim financial information because that
report is not a report or a part of the Registration Statement
prepared or certified by the accountants within the meaning of
Sections 7 and 11 of the Securities Act.
The combined financial statements of Alexander Hamilton Life
Insurance Company of America, First Alexander Hamilton Life
Insurance Company and Alexander Hamilton Capital Management, Inc.
incorporated by reference in this prospectus and elsewhere in the
Registration Statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with
respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said report. Reference
is made to said report, which includes an explanatory paragraph
with respect to the change in method of accounting for investments
during 1994, as explained in Note 2 in the combined financial
statements and the change in method of accounting for postretirement
benefits other than pensions in 1993 as explained in Note 11 in the
combined financial statements.
<PAGE>
No person has been authorized
to give any information or to
make any representations other
than those contained in this
Prospectus, and, if given or
made, such information or
representations must not be Securities
relied upon as having been
authorized. This Prospectus Jefferson-Pilot Corporation
does not constitute an offer
to sell or the solicitation of
an offer to buy such securities
in any circumstances in which % Automatic Common
such offer or solicitation is Exchangeable Securities
unlawful. Neither the delivery Due 2000
of this Prospectus nor any sale
made hereunder shall, under any
circumstances, create any
implication that there has been
no change in the affairs of the
Company since the date hereof or
that the information contained
herein is correct as of any time
subsequent to its date.
______________
TABLE OF CONTENTS
Prospectus Supplement
Page
The Securities Offering.. S-
Risk Factors............. S- _____________
NationsBank Corporation.. S-
Price Range and Dividend [LOGO]
History of NationsBank
Common Stock........... S- _____________
Use of Proceeds.......... S-
Capitalization........... S-
Selected Consolidated
Financial Data......... S-
Description of the
Securities............. S- Goldman, Sachs & Co.
Certain Federal Income Merrill Lynch & Co.
Tax Considerations..... S-
Underwriting............. S- Representatives of the
Validity of the Underwriters
Securities............. S-
Prospectus
Available Information....
Incorporation of Certain
Documents by Reference.
Jefferson-Pilot
Corporation............
Description of Debt
Securities.............
Plan of Distribution.....
Validity of the
Securities.............
Experts..................
_____________
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 17. Undertakings.
(e) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under
the Securities Act, each post-effective amendment that contains
a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Greensboro, the State of North Carolina, on this 17th day of
October, 1995.
Jefferson-Pilot Corporation
(Registrant)
/s/ David A. Stonecipher
David A. Stonecipher,
President and CEO
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ David A. Stonecipher President and Chief November 8, 1995
David A. Stonecipher Executive Officer
(Principal Executive Officer)
/s/ Dennis R. Glass Executive Vice November 8, 1995
Dennis R. Glass President, Chief Financial Officer
(Principal Financial Officer)
/s/ Reggie D. Adamson* Senior Vice President November 8, 1995
Reggie D. Adamson Finance
(Principal Accounting Officer)
Thomas M. Belk, William E. Blackwell, Edwin B. Borden,
William H. Cunningham, C. Randolph Ferguson, Robert G. Greer,
George W. Henderson, III, Hugh L. McColl, Jr., E. S. Melvin,
William Porter Payne, Donald S. Russell, Jr., Robert H. Spilman,
David A. Stonecipher, and Martha Ann Walls, each as a Director.*
*By his signature set forth below, Robert A. Reed has signed this
Registration Statement as attorney for the persons noted above, in
the capacities above stated, pursuant to powers of attorney filed
with the Securities and Exchange Commission as Exhibit 24 to this
Registration Statement.
Date: November 8, 1995
/s/ Robert A. Reed
Robert A. Reed, Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
24 Power of Attorney for one 44
officer (Powers for directors
were filed with the initial
registration statement)
<PAGE>
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does hereby
constitute and appoint John D. Hopkins, Robert A. Reed, and J.
Gregory Poole, and each of them (with full power of substitution to
appoint any Senior Officer, Vice President, Secretary or Assistant
Secretary of the Company) as his true and lawful attorney and agent,
to do any and all acts and things and to execute any and all
instruments which said attorney and agent may deem necessary or
advisable:
(i) to enable the said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the said Securities Act of
$350,000,000 of debt securities of said corporation, ("JP
Securities"), including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for and
on behalf of the undersigned the name of the undersigned as officer
and/or director of the said corporation to a registration statement
or to any amendment thereto filed with the Securities and Exchange
Commission in respect to said JP Securities and to any instrument or
document filed as part of, as an exhibit to or in connection with,
said registration statement or amendment; and
(ii) to register or qualify said JP Securities for sale under the
securities or Blue Sky Laws of all such States as may be necessary
or appropriate to permit therein the offering and sale of said JP
Securities as contemplated by said registration statement, including
specifically, but without limiting the generality of the foregoing,
the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as an officer and/or director of said
corporation to any application, statement, petition, prospectus,
notice or other instrument or document, or to any amendment thereto,
or to any exhibit filed as a part thereto or in connection
therewith, which is required to be signed by the undersigned and to
be filed with the public authority or authorities administering said
securities or Blue Sky Laws for the purpose of so registering or
qualifying said JP Securities;
and the undersigned does hereby ratify and confirm as his own act
and deed all that said attorney and agent (or the substitute) shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents
this 31st day of July 1995.
/s/ Reggie D. Adamson
(SEAL) Name: Reggie D. Adamson
Date: July 31, 1995
