Pages - 43
Exhibit Index - Page 26
As filed with the Securities and Exchange Commission on October ___, 1995
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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.
______________
CALCULATION OF REGISTRATION FEE
Title of each Amount to be Proposed Proposed Amount of
class of registered maximum maximum registration
Securities to offering price aggregate fee
be registered per unit offering
price(1)
Debt Securities $300,000,000 100% $300,000,000 $103,448.20
Warrants
(1) Estimated solely for the purpose of calculating the registration fee.
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.
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") which
may be either senior debt securities (the "Senior Debt Securities") or
subordinated debt securities (the "Subordinated 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 Senior Debt
Securities, when issued, will be unsecured and will rank equally with all
other unsecured and unsubordinated indebtedness of the Company. The
Subordinated Debt Securities, when issued, will be subordinated in right of
payment to all Senior Debt 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 SECU-
RITIES 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
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 dated 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.
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 $2.1 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 $___ billion, and, as of June 30, 1995, pro forma assets and
shareholders' equity of approximately $___ billion and $____ 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.
<TABLE>
<CAPTION>
RATIO OF EARNINGS TO FIXED CHARGES
The following table presents the Company's ratio of earnings to fixed
charges for the five years ended December 31, 1994 and the six months ended
June 30, 1994 and 1995.
Six Months
Ended Year Ended
June 30, December 31,
<C> <C> <C> <C> <C> <C> <C>
1995 1994 1994 1993 1992 1991 1990
Ratio of Earnings to
fixed charges(a) 12.8 26.3 20.2 674.8 n/a n/a n/a
(a) The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges.
For this purpose, "earnings" includes pretax income from continuing operations plus certain
fixed charges. "Fixed charges" includes interest, whether expensed or capitalized,
amortization of debt expense and the portion of rental expense which is representative of
the interest factor in these rentals.
</TABLE>
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be used for general
corporate purposes, including repayment of 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.
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 Senior Debt Securities are to be issued under an Indenture to be
dated as of _______, 1995 (the "Senior Indenture"), between the Company and
________________________, as trustee. The Subordinated Debt Securities are to
be issued under a separate Indenture to be dated as of _______, 1995 (the
"Subordinated Indenture"), also between the Company and
______________________, as trustee. The Senior Indenture and the Subordinated
Indenture are sometimes referred to collectively as the "Indentures." Copies
of the Senior Indenture and the Subordinated Indenture have been filed as
exhibits to the Registration Statement. ______________________ is hereinafter
referred to as the "Trustee." The following summaries of certain provisions
of the Senior Debt Securities, the Subordinated Debt Securities and the
Indentures do not purport to be complete and are subject to, and are qualified
in their entirety by reference to, all the provisions of the Indentures
applicable to a particular series of Debt Securities, including the
definitions therein of certain terms. Wherever particular Sections, Articles
or defined terms of the Indentures 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 applicable
Indenture. Capitalized terms not otherwise defined herein shall have the
meaning given in the Indentures.
General
The Indentures 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
Indentures, including as to maturity, principal and interest, as the Company
may determine.
Unless otherwise specified in the Prospectus Supplement, the Senior 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 Subordinated Debt Securities
when issued will be subordinated in right of payment to the prior payment in
full of all Senior Debt (as defined) of the Company, as described under
"Subordination of Subordinated Debt Securities" and in the Prospectus
Supplement applicable to an offering of Subordinated Debt Securities.
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;
(11) the denominations in which any of such Securities will be issuable;
(12) 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; (13) 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); (14) 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); (15) 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; (16) 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); (17) if
applicable, that such Securities, in whole or any specified part, are
defeasible pursuant to the provisions of the Indentures described under
"Defeasance and Covenant Defeasance Defeasance and Discharge" or "Defeasance
and Covenant Defeasance Covenant Defeasance", or under both such captions;
(18) 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; (19) 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; (20) any addition to or change in the
covenants in the Indentures described under "Certain Restrictive Covenants"
applicable to any of such Securities; (21) any restriction or condition on
the transferability of such Securities; and (22) any other terms of such
Securities not inconsistent with the provisions of the Indentures. (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 Indentures do 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 Indentures 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 Indentures 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)
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 Indentures.
Notwithstanding any provision of the Indentures 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 Indentures, (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
Indentures. 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 Indentures. 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.
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 Indentures prohibit 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 Indentures as the principal of and
premium, if any, and interest due on indebtedness of a Person, whether
outstanding on the date of the Indentures 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 Indentures also provide 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)
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 Indentures, (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
Indentures with respect to Securities of any series: (a) failure to pay
principal of or any premium on any Security of that series when due, whether
or not such payment is prohibited by the subordination provisions of the
Subordinated Indenture in the case of Subordinated Debt Securities;
(b) failure to pay any interest on any Securities of that series when due,
continued for 30 days, whether or not such payment is prohibited by the
subordination provisions of the Subordinated Indenture in the case of
Subordinated Debt Securities; (c) failure to deposit any sinking fund payment,
when due, in respect of any Security of that series, whether or not such
deposit is prohibited by the subordination provisions of the Indenture in the
case of Subordinated Debt Securities; (d) failure to perform any other
covenant of the Company in the Indentures (other than a covenant included in
the Indentures 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 Indentures; (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 Indentures; 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 Indentures 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 Indentures.
(Section 502) For information as to waiver of defaults, see "Modification and
Waiver".
Subject to the provisions of the Indentures 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
Indentures 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 Indentures, 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 Indentures (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 Indentures and, if so, specifying all
such known defaults. (Section 1004)
Modification and Waiver
Modifications and amendments of the Indentures may be made by the Company
and the Trustee with the consent of the Holders of _____% 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) in the case of the
Subordinated Indenture, modify the subordination provisions in a manner
adverse to the Holders of the Securities, (h) 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 Indentures,
(i) reduce the percentage in principal amount of Outstanding Securities of any
series necessary for waiver of compliance with certain provisions of the
Indentures or for waiver of certain defaults or (j) modify such provisions
with respect to modification and waiver. (Section 902)
The Holders of _____% in principal amount of the Outstanding Securities
of any series may waive compliance by the Company with certain restrictive
provisions of the Indentures. (Section 1010) The Holders of a majority in
principal amount of the Outstanding Securities of any series may waive any
past default under the Indentures, except a default in the payment of
principal, premium or interest and certain covenants and provisions of the
Indentures which cannot be amended without the consent of the Holder of each
Outstanding Security of such series affected. (Section 513)
The Indentures 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
Indentures 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 Indentures, in the manner
and subject to the limitations provided in the Indentures. 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
Indentures, applied to the Securities of any series, or to any specified part
of a series. (Section 1301)
Defeasance and Discharge. The Indentures 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, and with
respect to Subordinated Debt Securities the provisions of Article Fourteen of
the Subordinated Indenture relating to subordination will cease to be
effective, 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 Indentures 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 Indentures 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 and in the case of the Subordinated
Indenture the provisions of Article Fourteen relating to subordination will
cease to be effective, in each case 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 Indentures 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)
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 Twelve)
Subordination of Subordinated Debt Securities
Unless otherwise indicated in the Prospectus Supplement, the following
provisions will apply to the Subordinated Debt Securities.
The Subordinated Debt Securities will, to the extent set forth in the
Subordinated Indenture, be subordinate in right of payment to the prior
payment in full of all Senior Debt, including the Senior Debt Securities. Upon
any payment or distribution of assets to creditors upon any liquidation,
dissolution, winding up, reorganization, assignment for the benefit of
creditors, marshalling of assets or any bankruptcy, insolvency, debt
restructuring or similar proceedings in connection with any insolvency or
bankruptcy proceeding of the Company, the holders of Senior Debt will first
be entitled to receive payment in full of principal of (and premium, if any)
and interest, if any, on such Senior Debt before the holders of the
Subordinated Debt Securities will be entitled to receive or retain any payment
in respect of the principal of (and premium, if any) or interest, if any, on
the Subordinated Debt Securities. (Section 1502)
By reason of such subordination, in the event of liquidation or
insolvency, creditors of the Company who are not holders of Senior Debt or
Subordinated Debt Securities may recover less, ratably, than the holders of
Senior Debt and may recover more, ratably, than the Holders of the
Subordinated Debt Securities.
In the event of the acceleration of the maturity of any Subordinated Debt
Securities, the holders of all Senior Debt outstanding at the time of such
acceleration will first be entitled to receive payment in full of all amounts
due thereon before the Holders of the Subordinated Debt Securities will be
entitled to receive any payment upon the principal of (or premium, if any) or
interest, if any, on the Subordinated Debt Securities. (Section 1503)
No payments on account of principal (or premium, if any) or interest, if
any, in respect of the Subordinated Debt Securities may be made if there shall
have occurred and be continuing a default in any payment with respect to
Senior Debt, or an event of default with respect to any Senior Debt resulting
in the acceleration of the maturity thereof, or if any judicial proceeding
shall be pending with respect to any such default. (Section 1504) For purposes
of the subordination provisions, the payment, issuance and delivery of cash,
property or securities (other than stock and certain subordinated securities
of the Company) upon conversion of a Subordinated Debt Security will be deemed
to constitute payment on account of the principal of such Subordinated Debt
Security.
"Debt" means (without duplication and without regard to any portion of
principal amount that has not accrued and to any interest component thereof
(whether accrued or imputed) that is not due and payable) with respect to any
Person, whether recourse is to all or a portion of the assets of such Person
and whether or not contingent, (i) every obligation of such Person for money
borrowed; (ii) every obligation of such Person evidenced by bonds, debentures,
notes or other similar instruments, including obligations incurred in
connection with the acquisition of property, assets or businesses; (iii) every
reimbursement obligation of such Person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
Person; (iv) every obligation of such Person issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts payable
or accrued liabilities arising in the ordinary course of business); (v) every
capital lease obligation of such Person; (vi) the maximum fixed redemption or
repurchase price of redeemable stock of such Person at the time of
determination; and (vii) every obligation of the type referred to in clauses
(i) through (vi) of another Person and all dividends of another Person the
payment of which, in either case, such Person has guaranteed or is responsible
or liable, directly or indirectly, as obligor or otherwise.
"Senior Debt" means the principal of (and premium, if any) and interest,
if any (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company to the extent that
such claim for post-petition interest is allowed in such proceeding), on Debt,
whether incurred on or prior to the date of the Subordinated Indenture or
thereafter incurred, unless, in the instrument creating or evidencing the same
or pursuant to which the same is outstanding, it is provided that such
obligations are not superior in right of payment to the Subordinated Debt
Securities or to other Debt which is pari passu with, or subordinated to the
Subordinated Debt Securities; provided, however, that Senior Debt shall not
be deemed to include (i) the Subordinated Debt Securities or (ii) the Debt
referred to in clause (vi) of the definition of Debt.
The Subordinated Indenture does not limit or prohibit the incurrence of
additional Senior Debt, which may include indebtedness that is senior to the
Subordinated Debt Securities, but subordinate to other obligations of the
Company. The Senior Debt Securities, when issued, will constitute Senior Debt.
The Prospectus Supplement may further describe the provisions, if any,
applicable to the subordination of the Subordinated Debt Securities of a
particular series.
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 Indentures and the Securities will be governed by, and construed in
accordance with, the laws of the State of New York. (Section 112)
[Describe briefly any material relationships between the Trustee and the
Company or any of its affiliates, including any other indenture of the Company
(or any other obligor on the Securities) under which the Trustee serves as
trustee.] 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 Senior Debt Securities or Subordinated Debt Securities, or upon the
occurrence of a default under such other indenture, the Trustee may be deemed
to have a conflicting interest with respect to the Senior Debt Securities or
the Subordinated Debt Securities for purposes of the Trust Indenture Act of
1939 and, accordingly, may be required to resign as Trustee under the Senior
Indenture or the Subordinated Indenture. In that event, the Company would be
required to appoint a successor Trustee.
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.
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.
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 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.
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 reports.<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
SEC registration fee.............................. $103,448
Rating agency fees................................
Listing fees and expenses.........................
Legal fees and expenses...........................
Blue sky fees and expenses........................
Accounting fees and expenses......................
Printing and engraving expenses...................
Trustee's fees and expenses.......................
Miscellaneous.....................................
Total...................................
Item 15. Indemnification of Directors and Officers
Sections 55-8-50 through 55-8-58 of the North Carolina Business
Corporation Act contain specific provisions relating to indemnification of
directors and officers of North Carolina corporations. In general, the
statutes provide that (i) a corporation must indemnify a director or
officer who is wholly successful in his defense of a proceeding to which he
is a party because of his status as such, unless limited by the articles of
incorporation, and (ii) a corporation may indemnify a director or officer
if he is not wholly successful in such defense, if it is determined as
provided by statute that the director or officer meets certain standards of
conduct, provided that when a director of officer is adjudged liable to the
corporation or is adjudged liable on the basis that personal benefit was
improperly received by the individual, the corporation may not indemnify
the individual. A director or officer of a corporation who is a party to a
proceeding may also apply to the courts for indemnification, unless the
articles of incorporation provide otherwise, and the court may order
indemnification under certain circumstances set forth in the statute. A
corporation may, in its articles of corporation or bylaws or by contract or
resolution, provide indemnification to its directors and officers in
addition to that provided by statute, subject to certain conditions.
In May 1988, the shareholders of Registrant approved an amendment to
the Articles of Incorporation of the Registrant eliminating the personal
liability of each director of the Corporation to the fullest extent
permitted by the provisions of the Business Corporation Act of the State of
North Carolina, as the same may from time to time be in effect.
Registrant, pursuant to resolution of its Board of Directors, agrees
to indemnify the officers and directors of Registrant, against any
liability to the extent permitted by law. That resolution reads as
follows:
1. The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, including all appeals, by reason of the
fact that he/she is or was a director, officer, or employee of the
Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee, or agent of another Corporation,
partnership, joint venture, trust, or other enterprise, or as a committee
member, trustee, or administrator under an employee benefit plan (all such
persons hereinafter sometimes referred to as "employee"), against expenses
(including attorney's fees), judgments, decrees, fines, penalties, and
amounts paid in settlement actually and reasonably incurred by such
employee in connection with such action, suit or proceeding, except that no
indemnification shall be made in respect of any liability or litigation
expenses which such employee may incur on account of that employee's
activities which were at the time taken known or believed by that employee
to be clearly in conflict with the best interests of the Corporation. The
termination of any action, suit, or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the employee
knew or believed the activities were clearly in conflict with the best
interests of the Corporation.
2. Any indemnification under Section 1 (unless ordered by court)
shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the employee is proper in the
circumstances because the employee did not know or believe, at the time,
that the activities were clearly in conflict with the best interests of the
Corporation. Such determination shall be made (a) by a majority vote of
directors acting at a meeting at which a quorum is present, or (b) if such
a quorum is not obtainable (or even if obtainable), a majority of directors
so direct, by independent legal counsel (compensated by the Corporation) in
written opinion, or (c) by the affirmative vote of the holders of a
majority of the shares entitled to vote in the election of directors.
3. Expenses of each employee indemnified hereunder incurred in
defending a civil, criminal, administrative, or investigative action, suit,
or proceeding (including all appeals), or threat thereof, may be paid by
the Corporation in advance of the final disposition of such action, suit,
or proceeding as authorized by the Board of Directors, upon receipt of an
undertaking by or on behalf of the employee, to repay such amount unless it
shall ultimately be determined that the employee is entitled to be
indemnified by the Corporation.
4. The indemnification provided by this Resolution shall not be
deemed exclusive of any other rights to which those seeking indemnification
may be entitled as a matter of law, any agreement, vote of shareholders,
any insurance purchased by the Corporation, or otherwise, both as to action
in the employee's official capacity and as to action in another capacity
while holding such office, and shall continue as to an employee who has
ceased to be director, officer, or employee and shall inure to the benefit
of the heirs, executors, and administrators of such an employee.
5. The Corporation may purchase and maintain insurance on behalf of
any employee who is or was a director, officer, or employee of the
Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, or employee of another corporation,
partnership, joint venture, trust, or other enterprise against any
liability asserted against the employee and incurred by the employee in any
such capacity, or arising out of the employee's status as such, whether or
not the Corporation would have the power to indemnify the employee against
such liability under the provisions of this Resolution or of the North
Carolina Business Corporation Act.
Section 8 of the Underwriting Agreement filed as Exhibit 1 hereto also
contains certain provisions pursuant to which certain officers, directors
and controlling persons of the Company may be entitled to be indemnified by
the underwriters named herein.
Item 16. Exhibits
A list of the exhibits included as part of this Registration Statement
is set forth in the Exhibit Index which immediately precedes such exhibits
and is hereby incorporated by reference herein.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this Registration
Statement 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.
(c) 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.
(d) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under Item
15, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit, or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
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 October 17, 1995
David A. Stonecipher Executive Officer
(Principal Executive Officer)
/s/ Dennis R. Glass Executive Vice President October 17, 1995
Dennis R. Glass Chief Financial Officer
(Principal Financial Officer)
/s/ Reggie D. Adamson Senior Vice President - October 17, 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: October 17, 1995
/s/ Robert A. Reed
Robert A. Reed, Attorney-In-Fact
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
1 Form of Underwriting Agreement (to be
supplied by amendment)
4 Indenture between Jefferson-Pilot Corporation
and _____________________, as Trustee (to be
supplied by amendment)
5 Opinion of Robert A. Reed, Esq., Vice
President, Secretary and Associate General
Counsel of the Corporation (to be supplied
by amendment)
12 Computation of Ratio of Earnings to Fixed
Charges (to be supplied by amendment)
23(a) Consent of McGladrey & Pullen, LLP 27
23(b) Consent of Arthur Andersen LLP 28
23(c) Consent of Counsel (included in Exhibit 5)
(to be supplied by amendment)
24 Powers of Attorney for certain officers and 29-42
directors of the Company
25 Form T-1, Statement of Eligibility of Trustee
(to be supplied by amendment)<PAGE>
EXHIBIT 23(a)
INDEPENDENT AUDITOR'S CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 and the related Prospectus of our report, dated February
7, 1995, which appears on page 59 of the 1994 Annual Report to Shareholders
and is incorporated by reference in the Annual Report on Form 10-K for the
year ended December 31, 1994.
/s/ McGladrey & Pullen, LLP
McGLADREY & PULLEN, LLP
Certified Public Accountants
Greensboro, North Carolina
October 17, 1995
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report on the combined
financial statements of Alexander Hamilton Life Insurance Company of America,
First Alexander Hamilton Life Insurance Company and Alexander Hamilton Capital
Management, Inc. dated January 30, 1995 (except with respect to the matter
discussed in Note 1, as to which the date is September 22, 1995) included in
Jefferson-Pilot Corporation's Form 8-K dated October 17, 1995 and to all
references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
October 17, 1995
EXHIBIT 24
EXHIBIT 24
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/ Thomas M. Belk (SEAL)
Name: Thomas M. Belk
Date: July 31, 1995
EXHIBIT 24
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/ William E. Blackwell (SEAL)
Name: William E. Blackwell
Date: July 31, 1995
EXHIBIT 24
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/ Edwin B. Borden (SEAL)
Name: Edwin B. Borden
Date: July 31, 1995
EXHIBIT 24
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/ William H. Cunningham, Jr. (SEAL)
Name: William H. Cunningham, Jr.
Date: July 31, 1995
EXHIBIT 24
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/ C. Randolph Ferguson (SEAL)
Name: C. Randolph Ferguson
Date: July 31, 1995
EXHIBIT 24
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/ Robert G. Greer (SEAL)
Name: Robert G. Greer
Date: July 31, 1995
EXHIBIT 24
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/ George W. Henderson, III (SEAL)
Name: George W. Henderson, III
Date: July 31, 1995
EXHIBIT 24
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 21st
day of August 1995.
/s/ Hugh L. McColl, Jr. (SEAL)
Name: Hugh L. McColl, Jr.
Date: August 21, 1995
EXHIBIT 24
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/ E. S. Melvin (SEAL)
Name: E. S. Melvin
Date: July 31, 1995
EXHIBIT 24
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 8th day
of August 1995.
/s/ William P. Payne (SEAL)
Name: William P. Payne
Date: August 8, 1995
EXHIBIT 24
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/ Donald S. Russell, Jr. (SEAL)
Name: Donald S. Russell, Jr.
Date: July 31, 1995
EXHIBIT 24
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/ Robert H. Spilman (SEAL)
Name: Robert H. Spilman
Date: July 31, 1995
EXHIBIT 24
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/ David A. Stonecipher (SEAL)
Name: David A. Stonecipher
Date: July 31, 1995
EXHIBIT 24
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 4th day
of August 1995.
/s/ Martha Ann Walls (SEAL)
Name: Martha Ann Walls
Date: August 4, 1995
October 18, 1995
VIA EDGAR
Securities and Exchange Commission
ATTENTION: Filing Desk, Stop 1-4
450 Fifth Street N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
SUBJECT: Jefferson-Pilot Corporation
File No. 1-5955
Enclosed herewith is a Registration Statement on Form S-3 for
Jefferson-Pilot Corporation, registering
$300 million of debt securities and warrants. The registration
fee was wired on October 17 to your account at Mellon Bank.
Please confirm receipt of this filing by notifying the CompuServe
mailbox maintained by Jefferson-Pilot.
Very truly yours,
/s/ Robert A. Reed
Robert A. Reed
Vice President, Secretary
and Associate General Counsel
Jefferson-Pilot Corporation
