<PAGE> 1
Page 1 of 17 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2/Final)
JEFFERSON-PILOT CORPORATION
---------------------------
(Name of Issuer)
Common Stock, $1.25 par value
-----------------------------
(Title of Class of Securities)
475070-10-8
-----------
(CUSIP Number)
W.D. CORNWELL, JR.
DELCOR, INC.
1110 East Morehead Street
Charlotte, North Carolina 28204
Tel: (704) 372-4500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 26, 1995
----------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ] .
Check the following box if a fee is being paid with the statement [ ] . (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
This amendment contains 17 pages.
The exhibit index begins on page 9.
<PAGE> 2
SCHEDULE 13D
<TABLE>
<S> <C>
CUSIP NO. 475070-10-8 PAGE 2 OF 17 PAGES
- ------------------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDEN EAGLE INDUSTRIES, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, WC
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
- ------------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
----------------------------------------------------------------------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF
SHARES 2,095,400
BENEFICIALLY
OWNED BY ----------------------------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH
----------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,095,400
- ------------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,095,400
- ------------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
- ------------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
SCHEDULE 13D
<TABLE>
<S> <C>
CUSIP NO. 475070-10-8 PAGE 3 OF 17 PAGES
- ------------------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DELCOR, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, WC
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
----------------------------------------------------------------------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF
SHARES 2,095,400
BENEFICIALLY
OWNED BY ----------------------------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH
----------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,095,400
- ------------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,095,400
- ------------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
- ------------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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SCHEDULE 13D
<TABLE>
<S> <C>
CUSIP NO. 475070-10-8 PAGE 4 OF 17 PAGES
- ------------------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C.D. SPANGLER, JR.
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, WC, SC
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
750
------------------------------------------------------------------------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF
SHARES 2,095,400
BENEFICIALLY
OWNED BY ------------------------------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 750
WITH
------------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,095,400
- ------------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,096,150
- ------------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
- ------------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 5
SCHEDULE 13D
<TABLE>
<S> <C>
CUSIP NO. 475070-10-8 PAGE 5 OF 17 PAGES
- ------------------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
W.D. CORNWELL, JR.
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, WC, PF
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,500
-----------------------------------------------------------------------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF
SHARES 2,097,400
BENEFICIALLY
OWNED BY -----------------------------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,500
WITH
-----------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,097,400
- ------------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,099,900
- ------------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
- ------------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 6
Page 6 of 17 pages
PRELIMINARY STATEMENT
This Amendment No. 2/Final (this "Amendment") amends the Statement on
Schedule 13D, as amended (the "Statement") filed with the Securities and
Exchange Commission on December 23, 1992 with respect to the shares of Common
Stock, $1.25 par value per share (the "Common Stock"), of Jefferson-Pilot
Corporation (the "Issuer"). This Amendment is filed by the following persons:
Golden Eagle Industries, Inc., Delcor, Inc., C.D. Spangler, Jr. and W.D.
Cornwell, Jr. (collectively, the "Reporting Persons").
This Amendment reports sale by Delcor, Inc. of 1,000,000 shares of
Common Stock in a single transaction. As a result of such sale the Reporting
Persons have ceased to beneficially own more than five percent of the
outstanding shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
(a) and (b) The following tables set forth the shares of Common Stock
beneficially owned by each of the Reporting Persons:
<TABLE>
<CAPTION>
Shares Percent
Person Beneficially Owned Beneficially Owned(1)
------ ------------------ ------------------
<S> <C> <C>
Golden Eagle Industries, Inc. 2,095,400 4.3%
Delcor, Inc. 2,095,400 4.3%
C.D. Spangler, Jr. 2,096,150 4.3%
W. D. Cornwell, Jr. 2,099,900 4.3%
</TABLE>
________________
(1) Calculated on the basis of 48,457,231 shares outstanding as reported by the
Issuer in its Quarterly Report on Form 10-Q for the period ended March 31,
1995.
<TABLE>
<CAPTION>
Sole Shared Sole Power Shared Power
Person Voting Power Voting Power to Dispose to Dispose
------ ------------ ------------ ---------- ----------
<S> <C> <C> <C> <C>
Golden Eagle Industries, Inc. 0 2,095,400(1) 0 2,095,400(1)
Delcor, Inc. 2,095,400 0 2,095,400
C.D. Spangler, Jr. 750 2,095,400(2) 750 2,095,400(2)
W. D. Cornwell, Jr. 2,500 2,097,400(2)(3)(4) 2,500 2,097,400(2)(3)(4)
</TABLE>
<PAGE> 7
Page 7 of 17 pages
_________________
(1) Includes 2,095,400 shares held of record by Delcor, Inc., a wholly
owned subsidiary of Golden Eagle Industries, Inc.
(2) C.D. Spangler, Jr. and W.D. Cornwell, Jr. may be deemed to control
Golden Eagle Industries, Inc. and Delcor, Inc. Both Mr. Spangler and
Mr. Cornwell may thus be considered to have beneficial ownership of the
shares of Common Stock beneficially owned by Delcor, Inc.
(3) Includes 1,000 shares of Common Stock held by the spouse of W.D.
Cornwell, Jr. as custodian for their minor children, as to which shares
Mr. Cornwell disclaims beneficial ownership.
(4) Includes 1,000 shares held by Cornwell Construction Company, 1110 East
Morehead Street, Charlotte, North Carolina, 28204, an investment
holding company of which W.D. Cornwell, Jr. is an officer and director.
(c) On July 26, 1995, Delcor, Inc. sold 1,000,000 shares of Common
Stock in a single negotiated transaction at a price of $54.875 per share.
(d) Not applicable.
(e) The Reporting Persons ceased to beneficially own more than
five percent of the outstanding shares of Common Stock on July 26, 1995.
Item 6. Contracts, Understandings or Relationships With Respect to the
Securities of the Issuer.
On July 26, 1995, Delcor, Inc. and NationsBank Corporation entered
into a Purchase Agreement, a copy of which is filed as Exhibit F hereto (the
"Purchase Agreement"). The Purchase Agreement is incorporated by reference
herein.
Item 7. Material to be Filed as Exhibits.
The Purchase Agreement is filed as Exhibit F hereto.
<PAGE> 8
Page 8 of 17 pages
Signatures.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete and
correct.
Dated: July 26, 1995
GOLDEN EAGLE INDUSTRIES, INC.
By: /s/ W.D. Cornwell, Jr.
-----------------------------------
W.D. Cornwell, Jr., President
DELCOR, INC.
By: /s/ W.D. Cornwell, Jr.
-----------------------------------
W. D. Cornwell, Jr., President
/s/ W.D. Cornwell, Jr.
----------------------------------------
W.D. Cornwell, Jr.
/s/ C.D. Spangler, Jr.
----------------------------------------
C.D. Spangler, Jr., by W.D. Cornwell, Jr.,
as Attorney-in-fact
<PAGE> 9
Page 9 of 17 pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT TITLE NUMBERED PAGE
------- ----- -------------
<S> <C> <C>
A* Transactions within 60 days
B* Power of Attorney of
C.D. Spangler, Jr.
C* Loan documents between Delcor Inc., Golden Eagle Industries,
Inc. and the Bank consisting of the following: Commitment
letter dated October 16, 1991 between the Bank and Delcor,
Inc. establishing $100,000,000 credit line; undated General
Collateral Agreement between the Bank and Delcor, Inc. with
attachment dated October 17, 1991; letter agreement dated
October 17, 1991 among the Bank, Golden Eagle Industries,
Inc., Delcor, Inc. and PTR Apartments Corporation (since
October 17, 1991, PTR Apartments Corporation was merged
into Delcor, Inc.); Collateral Promissory Note dated October
25, 1991 in the amount of $10,000,000 made by Delcor, Inc. in
favor of the Bank; Statement of Purpose for an Extension of
Credit Secured by Margin Stock dated October 25, 1991 executed
by Delcor, Inc. in favor of the Bank; Collateral Promissory
Note dated November 7, 1991 in the amount of $10,000,000 made
by Delcor, Inc. in favor of the Bank; Statement of Purpose for
an Extension of Credit Secured by Margin Stock dated November
7, 1991 executed by Delcor, Inc. in favor of the Bank;
Collateral Promissory Note dated November 25, 1991 in the
amount of $20,000,000 made by Delcor, Inc. in favor of the
Bank; Statement of Purpose for an Extension of Credit Secured
by Margin Stock dated November 25, 1991 executed by Delcor,
Inc. in favor of the Bank; Collateral Promissory Note dated
November 26, 1991 in the amount of $20,000,000 made by Delcor,
Inc. in favor of the Bank; Statement of Purpose for an
Extension of Credit Secured by Margin Stock dated November 26,
1991 executed by Delcor, Inc. in favor of the Bank Collateral
Promissory Note dated December 30, 1991 in the amount of
$10,000,000
</TABLE>
<PAGE> 10
Page 10 of 17 pages
<TABLE>
<S> <C> <C>
made by Delcor, Inc. in favor of the Bank; Statement of
Purpose for an Extension of Credit Secured by Margin Credit
dated December 30, 1991 executed by Delcor, Inc. in favor of
the Bank; commitment letter dated November 3, 1992 between the
Bank and Delcor, Inc. establishing $80,000,000 credit line;
Hypothecation Agreement dated November 6, 1992 executed by
Golden Eagle Industries, Inc. in favor of the Bank; Collateral
Promissory Note dated November 20, 1992 in the amount of
$10,000,000 made by Delcor, Inc. in favor of the Bank;
Statement of Purpose for an Extension of Credit Secured by
Margin Stock dated November 20, 1992 executed by Delcor, Inc.
in favor of the Bank; Collateral Promissory Note dated December
11, 1992 in the amount of $10,000,000 made by Delcor, Inc. in
favor of the Bank; Statement of Purpose for an Extension of
Credit Secured by Margin Stock dated December 11, 1992 executed
by Delcor, Inc. in favor of the Bank; Collateral Promissory
Note dated December 21, 1992 in the amount of $20,000,000 made
by Delcor, Inc. in favor of the Bank; Statement of Purpose for
an Extension of Credit Secured by Margin Stock dated December
21, 1992 executed by Delcor, Inc. in favor of the Bank
D* Jefferson-Pilot Corporation Stock Option Plan and First Amendment
to the Jefferson-Pilot Corporation Stock Option Plan
E* Loan documents between Delcor Inc. and the Bank executed
after the date of the Initial Statement consisting of
the following: amended Statement of Purpose for an
Extension of Credit Secured by Margin Stock dated December
21, 1992 executed by Delcor, Inc. in favor of the Bank;
Collateral Promissory Note dated January 12, 1993 in the amount
of $10,000,000 made by Delcor, Inc. in favor of the Bank;
Statement of Purpose for an Extension of Credit Secured by
Margin Stock dated January 12, 1993 executed by Delcor, Inc. in
favor of the Bank
F Purchase Agreement dated July 26, 1995 between Delcor, Inc. 11
and NationsBank Corporation
</TABLE>
___________________________
* Previously filed
<PAGE> 11
Page 11 of 17 pages
EXHIBIT F
<PAGE> 12
Page 12 of 17 pages
PURCHASE AGREEMENT
PURCHASE AGREEMENT dated as of July 26, 1995, between DELCOR, INC., a
Delaware corporation ("Delcor"), and NATIONSBANK CORPORATION, a North Carolina
corporation (the "Purchaser").
WHEREAS, in connection with the financing contemplated by that certain
Financing Agreement dated as of the date hereof (the "Financing Agreement")
between Delcor and NationsBank, N.A. (Carolinas), the Purchaser desires to
purchase from Delcor 1,000,000 of the issued and outstanding common shares,
$1.25 par value (the "Shares"), of Jefferson-Pilot Corporation, a North
Carolina corporation ("Jefferson Pilot"), and Delcor has indicated its
willingness to sell such Shares, each on the terms and conditions of this
Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Purchase of Shares.
(a) Agreement to Sell and Purchase. Upon the basis of
the representations and warranties, for the consideration, and subject
to the terms and conditions set forth in this Agreement, Delcor agrees
to sell the 1,000,000 Shares owned by it and described on Schedule I
to the Purchaser, and the Purchaser agrees to purchase such Shares
from Delcor.
(b) Purchase Price. The purchase price for each Share
shall be the price of the closing trade on the New York Stock Exchange
for a Share on the Business Day preceding the date hereof.
(c) Payment of Purchase Price. The purchase price shall
be payable by the Purchaser on the date hereof in immediately
available funds by wire transfer to Delcor's account at NationsBank,
N.A. (Carolinas), Account No. 001628627.
(d) Closing. The closing of the purchase and sale of
Shares contemplated by this Agreement shall take place simultaneously
with the execution and delivery of this Agreement, at the office of
NationsBank, 100 North Tryon Street, 56th floor, Charlotte, North
Carolina.
SECTION 2. Conditions. The obligation of the Purchaser to
consummate the purchase of Shares contemplated by this Agreement is subject to
the satisfaction of the following conditions:
(a) the representations and warranties of Delcor
contained in this Agreement shall be true and correct on and as of the
Effective Date;
(b) receipt by the Purchaser of an opinion of counsel for
Delcor covering such matters relating to the transactions contemplated
hereby as the Purchaser may reasonably request; and
<PAGE> 13
Page 13 of 17 pages
(c) satisfaction by Delcor of the conditions set forth in
Sections 4.01 (a) through (e) of the Financing Agreement.
SECTION 3. Delcor Representations and Warranties. To induce the
Purchaser to enter into this Agreement, Delcor represents and warrants to the
Purchaser that:
(a) Existence. Delcor (i) is duly organized, validly
existing, and in good standing under the laws of the jurisdiction of
its organization; and (ii) has the requisite power and authority and
legal right to own its assets and carry on its business as now being
or as proposed to be conducted and to execute, deliver, and perform
its obligations under this Agreement.
(b) Authorization; No Breach. The execution, delivery,
and performance by Delcor of this Agreement have been duly authorized
by all requisite action on the part of Delcor and do not and will not
(a) violate or conflict with, or result in a breach of, or require any
consent under (i) the articles of incorporation, bylaws, or other
organizational documents of Delcor, (ii) any applicable law, rule, or
regulation or any order, writ, injunction, or decree of any
Governmental Authority or arbitrator, or (iii) any agreement or
instrument to which Delcor is a party or by which it or any of its
property is bound or subject, or (b) constitute a default under any
such agreement or instrument. As used herein, "Governmental
Authority" means any nation or government, any state or political
subdivision thereof, and any entity exercising executive, legislative,
judicial, regulatory, or administrative functions of or pertaining to
government.
(c) Enforceability. This Agreement constitutes the
legal, valid, and binding obligation of Delcor, enforceable against
Delcor in accordance with its terms, except as limited by applicable
Debtor Relief Laws and general principles of equity. As used herein,
"Debtor Relief Laws" means the Bankruptcy Code of the United States of
America and all other applicable liquidation, conservatorship,
bankruptcy, moratorium, rearrangement, receivership, insolvency,
reorganization, suspension of payments, or similar debtor relief laws
from time to time in effect affecting the rights of creditors
generally.
(d) Approvals. No authorization, approval, or consent
of, and no filing or registration with, any Governmental Authority or
third party is or will be necessary for the execution, delivery, or
performance by Delcor of this Agreement.
(e) Sale of Shares. Delcor (i) qualifies as an
"Accredited Investor" as defined under Rule 501(a) of Regulation D of
the Securities Act of 1933, (ii) has made its own independent analysis
of its decision to sell the Shares and has not relied upon any
representations from the Purchaser with respect to such decision and
(iii) is aware that the Chairman of the Purchaser is also a director
of Jefferson Pilot and may as a result of such directorship and
banking relationship be privy to non-public information concerning
Jefferson Pilot, including but not limited to its financial condition,
business and operations and plans and prospects.
(f) Shares. Delcor is the legal and beneficial owner of
the Shares to be purchased by the Purchaser pursuant to this Agreement
free and clear of any lien, security interest, option or other charge
or encumbrance.
2
<PAGE> 14
Page 14 of 17 pages
(g) Brokers. All negotiations relative to this Agreement
and the transactions contemplated hereby have been carried out by
Delcor directly with the Purchaser, without the intervention of any
person on behalf of Delcor in such manner as to give rise to any valid
claim by any person against the Purchaser or Delcor for a finder's
fee, brokerage commission or similar payment.
SECTION 4. Purchaser Representations and Warranties. To induce
Delcor to enter into this Agreement, the Purchaser represents and warrants to
Delcor that:
(a) Existence. The Purchaser (i) is duly organized,
validly existing, and in good standing under the laws of the
jurisdiction of its organization; and (ii) has the requisite power and
authority and legal right to own its assets and carry on its business
as now being or as proposed to be conducted and to execute, deliver,
and perform its obligations under this Agreement.
(b) Authorization; No Breach. The execution, delivery,
and performance by the Purchaser of this Agreement have been duly
authorized by all requisite action on the part of the Purchaser and do
not and will not (i) violate or conflict with, or result in a breach
of, or require any consent under (A) the articles of incorporation,
bylaws, or other organizational documents of the Purchaser, or (B) any
applicable law, rule, or regulation or any order, writ, injunction, or
decree of any Governmental Authority or arbitrator.
(c) Enforceability. This Agreement constitutes the
legal, valid, and binding obligation of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as limited
by applicable Debtor Relief Laws and general principles of equity.
(d) Approvals. No authorization, approval, or consent
of, and no filing or registration with, any Governmental Authority or
third party is or will be necessary for the execution, delivery, or
performance by the Purchaser of this Agreement.
(e) Independent Decision. The Purchaser (i) has made
its own independent analysis of its decision to purchase the Shares in
connection with the financing contemplated herein and has not relied
upon any investment representations from Delcor with respect to such
decision and (ii) is purchasing such Shares for investment purposes
in connection with the transactions and financing contemplated herein
and in the Financing Agreement.
(f) Brokers. All negotiations relative to this Agreement
and the transactions contemplated hereby have been carried out by the
Purchaser directly with Delcor, without the intervention of any person
on behalf of the Purchaser in such manner as to give rise to any valid
claim by any person against the Purchaser or Delcor for a finder's
fee, brokerage commission or similar payment.
SECTION 5. Indemnification. Delcor agrees to indemnify the
Purchaser and each affiliate thereof and their respective officers, directors,
employees, attorneys, and agents (each an "Indemnified Person") from, and hold
each of them harmless against, any and all losses, liabilities, claims,
damages, penalties, judgments, disbursements, costs, and expenses, including
all fees and disbursements of
3
<PAGE> 15
Page 15 of 17 pages
counsel (including the cost of internal counsel) (collectively the "Indemnified
Liabilities"), which directly or indirectly arise from or relate to this
Agreement or any of the transactions contemplated thereby, but excluding any of
the foregoing to the extent caused by the gross negligence or willful
misconduct of the Indemnified Person.
SECTION 6. Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
SECTION 7. Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
SECTION 8. Survival. All representations and warranties made or
deemed made by Delcor in this Agreement shall survive the execution and
delivery thereof, and no investigation by the Purchaser or any closing shall
affect the representations and warranties by Delcor or the right of the
Purchaser to rely upon them.
SECTION 9. Release. Delcor, in consideration of the
transactions and financing contemplated herein and in the Financing Agreement,
hereby releases and discharges the Purchaser and its affiliates, officers and
directors from any and all claims, actions or causes of action that it might
have as a result of any information about Jefferson Pilot, which may be in the
possession of the Purchaser or its affiliates, officers or directors and might
otherwise effect Delcor's investment decision to sell and acknowledges that the
Purchaser has no obligation to disclose any such information.
SECTION 10. Governing Law. This Agreement shall be governed by
and construed in accordance with, the laws of the State of North Carolina.
SECTION 11. Waiver of Jury Trial. To the fullest extent
permitted by applicable law, each of the parties hereto hereby irrevocably and
expressly waives all right to a trial by jury in any action, proceeding, or
counterclaim (whether based upon contract, tort, or otherwise) arising out of
or relating to this agreement or any of the transactions contemplated hereby.
4
<PAGE> 16
Page 16 of 17 pages
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.
DELCOR, INC.
By: /s/ W.D. Cornwell, Jr.
----------------------------
W.D. Cornwell, Jr.
President
Address for Notices:
1110 East Morehead Street
Charlotte, NC 28204
Telecopier No.: 704/372-8978
Attention: W.D. Cornwell, Jr.
NATIONSBANK CORPORATION
By: /s/ John E. Mack
-----------------------------
John E. Mack
Treasurer
Address for Notices:
100 North Tryon Street
Charlotte, NC 28255
Telecopier No.: 704/386-0270
Attention: John E. Mack
5
<PAGE> 17
Page 17 of 17 pages
SCHEDULE I
SHARES OF JEFFERSON PILOT COMMON STOCK
TO BE SOLD BY DELCOR, INC. TO NATIONSBANK
<TABLE>
<S> <C>
CA150136 40,000
CA150193 30,000
CA150236 114,200
CA150249 117,100
CA150243 50,000
CA150266 700
CA150308 265,000
CA150356 100,000
CA150359 25,200
CA150549 50,000
CA150574 11,000
CA150640 25,100
CA150641 36,200
CA150771 126,300
CA149988 5,700
CA149990 3,500
---------
1,000,000
=========
</TABLE>
