<PAGE> 1
As filed with the Securities and Exchange Commission on November 20, 1995
Registration No. 33-63521
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
Form S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
JEFFERSON-PILOT CORPORATION
(Exact name of Registrant as specified in its charter)
North Carolina 56-0896180
(State of Incorporation) (I.R.S. Employer Identification No.)
100 North Greene Street, Greensboro, North Carolina 27401
(910) 691-3000
(Address of principal executive office)
Robert A. Reed, Vice President, Secretary and Associate General Counsel
100 North Greene Street, Greensboro, North Carolina 27401
(910) 691-3375
Fax# (910)691-3258
(Name, address and telephone number of agent for service)
Copy to :
Robert S. Risoleo
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
212-558-3570
FAX# (212) 558-3588
______________
Approximate date of commencement of proposed sale to public: From time
to time after the effective date of this Registration Statement, as
determined in light of market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the
following box.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. / x /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.
<PAGE>
<PAGE> 2
______________
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
this Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
<PAGE> 1
SUBJECT TO COMPLETION, DATED , 1995
[LOGO]
1,500,000 Securities
Jefferson-Pilot Corporation
% Automatic Common Exchange Securities Due January , 2000
(Subject to Exchange into Shares of Common Stock
of NationsBank Corporation)
_______________
The principal amount of each of the % Automatic Common Exchange
Securities Due January , 2000 (each, a "Security") of Jefferson-Pilot
Corporation being offered hereby is $ (the "Initial
Price"), which amount is equal to the last sale price of the common stock
(the "NationsBank Common Stock"), of NationsBank Corporation, a North
Carolina corporation ("NationsBank"), on , 1995 as reported on
the New York Stock Exchange. The Securities will mature on January ,
2000. Interest on the Securities, at the rate of % of the principal
amount per annum, is payable quarterly in arrears on , ,
and , beginning , 199 . The Securities will be
represented by one or more global Securities registered in the name of the
nominee of The Depository Trust Company ("DTC"). Beneficial interests in the
global Securities will be shown on, and transfers thereof will be effected
only through, records maintained by DTC and its participants. Except as
described herein Securities in definitive form will not be issued.
See "Description of Securities -- Book-Entry System".
The Securities are not redeemable prior to 30 days prior to Maturity (as
defined below). At any time and from time to time commencing 30 days prior
to Maturity and ending immediately prior to Maturity, the Company may
redeem any or all of the outstanding Securities. Upon any such redemption
prior to Maturity, each owner of a Security called for redemption will
receive, in exchange for such Security, a number of shares of NationsBank
Common Stock (or, at the Company's option, which may be exercised with
respect to all, or less than all, shares of NationsBank Common Stock
deliverable upon redemption, cash with an equal value) determined based on
the Exchange Rate (as defined below) plus a cash payment of $____ per
Security and any accrued and unpaid interest up to the date of redemption.
The "Redemption Price" means the average Closing Price per share of
NationsBank Common Stock for the 20 Trading Days ending two days
prior to the Notice Date; provided, however, that, with respect to
any redemption of the Securities, if any event that results in a dilution
adjustment occurs at any time during the period beginning on the first day
of the 20-Trading Day period and ending on the applicable date of
redemption, the Redemption Price as determined pursuant to the foregoing
will be appropriately adjusted to reflect the occurrence of such event.
At maturity (including as a result of acceleration or otherwise,
"Maturity"), the principal amount of each Security will be mandatorily
exchanged by the Company into a number of shares of NationsBank Common
Stock (or, at the Company's option, which may be exercised with respect to
all, or less than all, shares of NationsBank Common Stock deliverable upon
exchange of all outstanding Securities, cash with an equal value) at the
Exchange Rate, plus any accrued and unpaid interest up to Maturity. The
Exchange Rate is equal to, subject to certain adjustments, (a) if the
Maturity Price or Redemption Price is greater than or equal to $ per
share of NationsBank Common Stock (the "Threshold Appreciation Price"),
shares of NationsBank Common Stock per Security, (b) if the Maturity
Price or Redemption Price is less than the Threshold Appreciation Price but
is greater than the Initial Price, a fractional share of NationsBank Common
Stock per Security so that the value thereof (determined at the Maturity
Price or Redemption Price) equals the Initial Price and (c) if the Maturity
Price or Redemption Price is less than or equal to the Initial Price, one
share of NationsBank Common Stock per Security. The "Maturity Price" means
the average Closing Price per share of NationsBank Common Stock for the 20
Trading Days ending two days prior to Maturity. Accordingly, holders of the
Securities will not necessarily receive an amount equal to the principal
amount thereof. The Securities will be unsecured obligations of the Company
ranking pari passu with all of its other unsecured and unsubordinated
indebtedness. NationsBank will have no obligations with respect to the
Securities. See "Description of the Securities".
See "Risk Factors" on page S-5 for certain considerations relevant to an
investment in the Securities.
For a discussion of certain United States federal income tax
consequences for holders of the Securities, see "Certain Federal Income Tax
Considerations".
The NationsBank Common Stock is listed on the New York Stock Exchange.
The last reported sale price of the NationsBank Common Stock on the New York
Stock Exchange on November 17, 1995 was $70 3/4. Application has been made
to list the Securities on the New York Stock Exchange.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________
<TABLE>
<CAPTION>
Initial Public Underwriting Proceeds to
Offering Price <F1> Discount<F2> the Company<F3>
<S> <C> <C> <C>
Per Security . . . . . . . . . . . . . . . $ $ $
Total<F4>. . . . . . . . . . . . . . . . . $ $ $
<FN>
<F1> Plus accrued interest, if any, from , 1995 to the date
of delivery.
<F2> The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
See "Underwriting".
<F3> Before deducting estimated expenses of $147,000 payable by the Company.
<F4> The Company has granted the Underwriters an option for 30 days to
purchase up to an additional 150,000 Securities at the initial public
offering price per Security, less the underwriting discount, solely to
cover over-allotments. If such over-allotment option is exercised in
full, the total initial public offering price, underwriting discount
and proceeds to the Company will be $ , $ , $ ,
respectively. See "Underwriting".
</FN>
</TABLE>
_______________
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SUPPLEMENT SHALL NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE
OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO THE REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH STATE.<PAGE>
<PAGE> 2
The Securities are offered severally by the Underwriters, as specified
herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that the
Securities will be ready for delivery through the facilities of DTC in New
York, New York, on or about , 1995, against payment therefor
in next day funds.
Goldman, Sachs & Co. Merrill Lynch & Co.
_______________
The date of this Prospectus Supplement is , 1995.
<PAGE>
<PAGE> 3
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, June 30, 1995 and September 30, 1995 and the Current Reports on Form
8-K for May 31, 1995 and Form 8-K and Form 8-K1A 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.
IN CONNECTION WITH THE OFFERING OF THE SECURITIES, THE UNDERWRITERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF THE SECURITIES AT MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON
THE NEW YORK STOCK EXCHANGE OR OTHERWISE. SUCH TRANSACTIONS, IF COMMENCED,
MAY BE DISCONTINUED AT ANY TIME.
FOR NORTH CAROLINA RESIDENTS: THE COMMISSIONER OF INSURANCE OF THE STATE
OF NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED THE OFFERING OF THE
SECURITIES NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS.
<PAGE>
<PAGE> 4
THE SECURITIES OFFERING
Securities Offered. . . . . . ________ Automatic Common Exchange
Securities Due ________, 2000 (each,
a "Security")
Principal Amount . . . . . . $______ per Security
Stated Maturity . . . . . . . January , 2000
Interest Rate . . . . . . . . _____% per annum, or $_____ per Security
per quarter, payable quarterly in arrears
Interest Payment Dates . . . _________, _________, _________, and
_________, beginning _________, 199_
Exchange at Maturity . . . . At Maturity, the principal amount of each
Security will be mandatorily exchanged by
Jefferson-Pilot Corporation (the
"Company") into a number of shares of
NationsBank Common Stock (or, at the
Company's option, which may be exercised
with respect to all, or less than all,
shares of NationsBank Common Stock
deliverable upon exchange of all
outstanding Securities, cash with an equal
value) at the Exchange Rate, plus any
accrued and unpaid interest up to
Maturity. The Exchange Rate is equal to,
subject to certain adjustments, (a) if the
Maturity Price or Redemption Price is
greater than or equal to $_____ per share
of NationsBank Common Stock (the
"Threshold Appreciation Price"), _____
shares of NationsBank Common Stock per
Security, (b) if the Maturity Price or
Redemption Price is less than the
Threshold Appreciation Price but is
greater than the Initial Price, a
fractional share of NationsBank Common
Stock per Security so that the value
thereof (determined at the Maturity Price
or Redemption Price) equals the Initial
Price and (c) if the Maturity Price or
Redemption Price is less than or equal to
the Initial Price, one share of
NationsBank Common Stock per Security. The
"Maturity Price" means the average Closing
Price per share of NationsBank Common
Stock for the 20 Trading Days ending two
days prior to Maturity. Accordingly,
holders of the Securities will not
necessarily receive an amount equal to the
principal amount thereof. The Securities
are not exchangeable for the NationsBank
Common Stock at the option of the holder.
See "Description of the Securities --
General".
Optional Redemption . . . . . The Securities are not redeemable prior to
30 days prior to Maturity. At any time
and from time to time commencing 30 days
prior to Maturity and ending immediately
prior to Maturity, the Company may redeem
any or all of the outstanding Securities.
Upon any such redemption prior to
Maturity, each owner of a Security called
for redemption will receive, in exchange
for such Security, a number of shares of
NationsBank Common Stock (or at the
Company's option, which may be exercised
with respect to all, or less than all,
shares of NationsBank Common Stock
deliverable upon redemption, cash with an
equal value) determined based on the
Exchange Rate (as defined above) plus a
cash payment of $___ per Security and any
accrued and unpaid interest up to the date
of redemption. The "Redemption Price"
means the average Closing Price per share
of NationsBank Common Stock for the 20
Trading Days ending two days prior to the
Notice Date;<PAGE>
<PAGE> 5
provided, however, that, with
respect to any redemption of the
Securities, if any event that results in a
dilution adjustment occurs at any time
during the period beginning on the first
day of the 20-Trading Day period and
ending on the applicable date of
redemption, the Redemption Price as
determined pursuant to the foregoing
will be appropriately adjusted to
reflect the occurrence of such event.
The "Notice Date" with respect to any
notice given by the Company in connection
with a redemption of the Securities means
the date on which first occurs either the
public announcement of such redemption or
the commencement of mailing of such notice
to the holders of the Securities. The
number of shares of NationsBank Common
Stock (or the amount of cash in lieu
thereof) to be delivered in payment of
the Redemption Price will be determined
on the basis of the price of NationsBank
Common Stock prior to the announcement of
the redemption, and such price may vary
between the date of such determination and
delivery of such NationsBank Common Stock
or cash.
Ranking . . . . . . . . . . . The Securities will be unsecured
obligations of the Company ranking pari
passu with all of its other unsecured and
unsubordinated indebtedness.
Relationship to NationsBank
Common Stock . . . . . . . The Securities will bear interest at
_____% per annum, a yield in excess of the
_____% current dividend yield of the
NationsBank Common Stock based on the last
sale price per share of $____ of, and the
most recent $0.58 per share quarterly
dividend payable on, the NationsBank
Common Stock. However, the opportunity for
equity appreciation afforded by an
investment in the Securities is less than
the opportunity for equity appreciation
afforded by an investment in the
NationsBank Common Stock because the
amount receivable by a holder of a
Security upon exchange at Maturity or
upon redemption will only exceed the
principal amount of such - Security
if the Maturity Price or Redemption
Price exceeds the Threshold
Appreciation Price (which represents
an appreciation of _____% over
the Initial Price). Moreover, holders of
the Securities will only be entitled to
receive upon exchange at Maturity
or upon redemption _____% (the percentage
equal to the Initial Price divided by
the Threshold Appreciation Price) of
any appreciation of the value of
the NationsBank Common Stock in excess of
the Threshold Appreciation Price. Holders
of the Securities will not be entitled to
any rights with respect to the NationsBank
Common Stock (including, without limita-
tion, voting rights and rights to receive
any dividends or other distributions in
respect thereof) until such time, if any,
as the Company shall have exchanged shares
of NationsBank Common Stock for Securities
at Maturity or upon redemption thereof and
unless the applicable record date, if
any, for the exercise of such rights
occurs after such exchange.
Principal Covenants . . . . . The Indenture contains covenants limiting
the ability of the Company to incur debt
secured by, or to dispose of, shares of
capital stock of Jefferson-Pilot Life
Insurance Company ("JP Life") and
Alexander Hamilton Life Insurance Company
of America ("Alexander Hamilton"). See
"Description of the Securities - Certain
Covenants".
Proposed New York Stock
Exchange Symbol . . . . . NBX
Use of Proceeds . . . . . . . The net proceeds received from the sale of
the Securities will be used to repay a
portion of the bank indebtedness incurred
to finance the acquisition of Alexander
Hamilton. See "Use of Proceeds".
<PAGE>
<PAGE> 6
RISK FACTORS
As described in more detail below, the trading price of the Securities
may vary considerably prior to Maturity or earlier redemption due to
fluctuations in the price of the NationsBank Common Stock (which may occur
due to, among other factors, changes in NationsBank's financial condition,
results of operations or prospects) and, to a lesser extent, changes in the
Company's financial condition, results of operations or prospects,
fluctuations in interest rates and other factors that are difficult to
predict and beyond the Company's control.
Comparison to Other Debt Securities; Relationship to NationsBank Common
Stock
The terms of the Securities differ from those of ordinary debt
securities in that the value of the NationsBank Common Stock (or, at the
Company's option, the amount of cash) that a holder of a Security will
receive upon mandatory exchange of the principal amount thereof at Maturity
or upon redemption is not fixed, but is based on the price of the
NationsBank Common Stock. See "Description of the Securities". There can be
no assurance that such amount receivable by the holder upon exchange will
be equal to or greater than the principal amount of the Security. If the
Maturity Price of the NationsBank Common Stock is less than the Initial
Price, such amount receivable upon exchange will be less than the principal
amount paid for the Security, in which case an investment in the Securities
will result in a loss.
In addition, the opportunity for equity appreciation afforded by an
investment in the Securities is less than the opportunity for equity
appreciation afforded by an investment in the NationsBank Common Stock,
because the amount receivable by a holder of a Security upon exchange at
Maturity or upon redemption will only exceed the principal amount of such
Security if the Maturity Price or Redemption Price exceeds the Threshold
Appreciation Price, which represents an appreciation of _____% over the
Initial Price. Moreover, holders of the Securities will only be entitled to
receive upon exchange at Maturity or upon redemption _____% (the percentage
equal to the Initial Price divided by the Threshold Appreciation Price) of
any appreciation of the value of NationsBank Common Stock in excess of the
Threshold Appreciation Price. Because the price of the NationsBank Common
Stock is subject to market fluctuations, the value of the NationsBank
Common Stock (or, at the Company's option, the amount of cash) received by
a holder of a Security upon exchange at Maturity or upon redemption,
determined as described herein, may be more or less than the principal
amount of the Security.
At Maturity or upon redemption, holders of the Securities will
automatically receive shares of NationsBank Common Stock unless the Company
exercises its option to deliver cash in lieu thereof. Such option, if
exercised, may be exercised with respect to all, or less than all, shares
of NationsBank Common Stock otherwise deliverable upon exchange of the
outstanding Securities.
The trading prices of the Securities in the secondary market will be
directly affected by the trading prices of the NationsBank Common Stock in
the secondary market. It is impossible to predict whether the price of
NationsBank Common Stock will rise or fall. Trading prices of NationsBank
Common Stock will be influenced by NationsBank's operating results and by
economic, financial and other factors and market conditions that can affect
the capital markets generally, including the level of, and fluctuations in,
the trading prices of stocks generally and sales of substantial amounts of
NationsBank Common Stock in the market subsequent to the offering of the
Securities or the perception that such sales could occur.
Holders of the Securities will not be entitled to any rights with
respect to the NationsBank Common Stock (including, without limitation,
voting rights and rights to receive any dividends or other distributions in
respect thereof) until such time, if any, as the Company shall have
exchanged shares of NationsBank Common Stock for Securities at Maturity or
upon redemption thereof and unless the applicable record date, if any, for
the exercise of such rights occurs after such date. For example, in the
event that an amendment is proposed to the Articles of Incorporation or
Bylaws of NationsBank and the record date for determining the shareholders
of record entitled to vote on such amendment occurs prior to such exchange,
holders of the Securities will not be entitled to vote on such amendment.
Tax Uncertainties
Because of an absence of authority as to the proper characterization of
the Securities, their tax treatment is uncertain. It is the opinion of tax
counsel that the characterizations and tax treatment described under
"Certain Federal Income Tax Considerations", while not the only reasonable
characterizations and tax treatment, are based on reasonable interpretations
of law currently in effect and that there is substantial authority for
these characterizations (other than the alternative position described
under "Certain Federal Income Tax Considerations -- United States Holders").
However, tax counsel is unable to opine as to the likely characterization of
the Securities and tax treatment thereof and no assurances can be given that
any particular characterization and treatment will be accepted by the Internal
Revenue Service ("IRS") or upheld by a court.
<PAGE>
<PAGE> 7
Dilution of NationsBank Common Stock
The amount that holders of the Securities are entitled to receive upon
the mandatory exchange thereof at Maturity or upon redemption is subject to
adjustment for certain events arising from stock splits and combinations,
stock dividends and certain other actions of NationsBank that modify its
capital structure. See "Description of the Securities - Dilution
Adjustments". Such amount to be received by such holders upon exchange at
Maturity may not be adjusted for other events, such as offerings of
NationsBank Common Stock for cash or in connection with acquisitions, that
may adversely affect the price of the NationsBank Common Stock and, because
of the relationship of the amount to be received upon exchange to the price
of the NationsBank Common Stock, such other events may adversely affect the
trading price of the Securities. There can be no assurance that NationsBank
will not make offerings of NationsBank Common Stock or take such other
actions in the future or as to the amount of such future offerings, if any.
No Affiliation Between the Company and NationsBank
As of September 30, 1995, a wholly-owned subsidiary of the Company, ETRE
Capital Corp., held an aggregate of 4,024,607 shares, or approximately 1.5%,
of the outstanding shares of NationsBank Common Stock (based upon informa-
tion contained in, and subject to the assumptions set forth in, documents
filed by NationsBank with the Commission), with sole voting and investment
power over all such shares. As of September 30, 1995, NationsBank held an
aggregate of 2,355,000 shares, or approximately 4.96%, of the Company's
outstanding shares of common stock, with sole voting and investment power
over all such shares. Hugh L. McColl, Jr., who is a member of the Board
of Directors of the Company, is a member of the Board of Directors and the
Chairman and Chief Executive Officer of NationsBank. Robert H. Spilman is
a director of both the Company and NationsBank.
The Company is not affiliated with NationsBank and, although the
Company has no knowledge that any of the events described in "Dilution of
NationsBank Common Stock" above not heretofore publicly disclosed by
NationsBank are currently being contemplated by NationsBank or of any event
that would have a material adverse effect on NationsBank or on the price of
the NationsBank Common Stock, such events are beyond the Company's ability
to control and are difficult to predict.
NationsBank has no obligations with respect to the Securities and is
under no obligation to take the needs of the Company or of holders of
the Securities into consideration for any reason. NationsBank will not
receive any of the proceeds of the offering of the Securities made hereby
and is not responsible for, and has not participated in, the determination
or calculation of the amount receivable by holders of the Securities at
Maturity or upon redemption. NationsBank is not involved with the
administration or trading of the Securities and has no obligations with
respect to the amount receivable by holders of the Securities at Maturity
or upon redemption.
Possible Illiquidity of the Secondary Market
It is not possible to predict how the Securities will trade in the
secondary market or whether such market will be liquid or illiquid. The
Securities new securities and there is currently no secondary market for
the Securities. The Company has applied to have the Securities listed on
the New York Stock Exchange (the "NYSE"). However there can be no assurance
that an active trading market for the Securities will develop or that, if
the Securities are approved for listing, such listing will provide the
holders of the Securities with liquidity of investment, or that the
Securities will not later be delisted or that trading of the Securities on
the NYSE will not be suspended. In the event of a delisting or suspension
of trading on the NYSE, the Company will apply for listing of the
Securities on another national securities exchange or for quotation on
another trading market. If the Securities are not listed or traded on any
securities exchange or trading market, or if trading of the Securities is
suspended, pricing information for the Securities may be more difficult to
obtain and the liquidity of the Securities may be adversely affected.
Certain Factors Affecting the Company
Investors in the Securities should also consider, among other things,
the following factors affecting the Company and the insurance industry
discussed in the Company's Form 10-K for the fiscal year ended December 31,
1994 incorporated by reference herein: (i) the need for the Company's
insurance company subsidiaries to maintain appropriate levels of statutory
capital and surplus, particularly in light of continuing scrutiny by rating
organizations and state insurance regulatory authorities, and to maintain
financial strength or claims-paying ability ratings; (ii) the extensive
regulation and supervision to which JP Life and Alexander Hamilton are
subject; and (iii) the Company's primary reliance, as a holding company, on
dividends from JP Life and Alexander Hamilton to meet debt payment
obligations and regulatory restrictions on the ability of JP Life and
Alexander Hamilton to pay such dividends.
<PAGE>
<PAGE> 8
NATIONSBANK CORPORATION
According to publicly available documents, NationsBank is a bank holding
company registered under the Bank Holding Company Act of 1956, as amended,
was organized under the laws of the State of North Carolina in 1968 and has
as its principal assets the stock of its subsidiaries. Through its
subsidiaries, NationsBank provides banking and banking-related services,
primarily throughout the Southeast and Mid-Atlantic states and Texas.
NationsBank filed a registration statement on Form S-4 with the Commission
on October 11, 1995, as amended on November 2, 1995 relating to the issuance
of NationsBank Common Stock in connection with the proposed merger of Bank
South Corporation with and into NationsBank. NationsBank is also subject
to the informational requirements of the Exchange Act. Accordingly,
NationsBank files reports, proxy statements and other information with the
Commission. Since the filing of its Annnual Report on Form 10-K for the
year ended December 31, 1994, NationsBank has filed Quarterly Reports on Form
10-Q for the quarters ented March 31, 1995, June 30, 1995 and September 30,
1995, a proxy statement dated April 26, 1995 and current reports on Form 8-K
dated January 17, 1995, February 16, 1995, February 28, 1995, March 2, 1995,
March 20, 1995 (2), March 21, 1995, April 1, 1995, April 17, 1995, April 19,
1995, July 5, 1995, July 17, 1995, August 29, 1995, September 4, 1995,
October 16, 1995, October 17, 1995 and November 8, 1995. A description of
the NationsBank Common Stock is contained in the current report on Form 8-K,
dated September 21, 1994, filed with the Commission. Copies of NationsBank's
registration statements, reports, proxy statements and other information may
be inspected and copied at certain offices of the Commission at the addresses
listed under "Available Information".
THIS PROSPECTUS SUPPLEMENT RELATES ONLY TO THE SECURITIES OFFERED HEREBY
AND DOES NOT RELATE TO THE NATIONSBANK COMMON STOCK. ALL DISCLOSURES
CONTAINED IN THIS PROSPECTUS SUPPLEMENT REGARDING NATIONSBANK ARE DERIVED
FROM THE PUBLICLY AVAILABLE DOCUMENTS DESCRIBED IN THE PRECEDING PARAGRAPH.
THE COMPANY AND THE UNDERWRITERS HAVE NOT PARTICIPATED IN THE PREPARATION OF
SUCH DOCUMENTS AND HAVE NOT MADE ANY DUE DILIGENCE INQUIRY WITH RESPECT TO
THE INFORMATION PROVIDED THEREIN. THERE CAN BE NO ASSURANCE THAT ALL EVENTS
OCCURRING PRIOR TO THE DATE HEREOF (INCLUDING EVENTS THAT WOULD AFFECT THE
ACCURACY OR COMPLETENESS OF THE PUBLICLY AVAILABLE DOCUMENTS DESCRIBED IN
THE PRECEDING PARAGRAPH) THAT WOULD AFFECT THE TRADING PRICE OF NATIONSBANK
COMMON STOCK HAVE BEEN PUBLICLY DISCLOSED. BECAUSE THE PRINCIPAL AMOUNT OF
THE SECURITIES PAYABLE AT MATURITY OR UPON REDEMPTION IS RELATED TO THE
TRADING PRICE OF NATIONSBANK COMMON STOCK, SUCH EVENTS, IF ANY, WOULD ALSO
AFFECT THE TRADING PRICE OF THE SECURITIES.
PRICE RANGE AND DIVIDEND HISTORY
OF NATIONSBANK COMMON STOCK
The principal market on which the NationsBank Common Stock is traded is
the NYSE. The following table sets forth, for the indicated calendar
periods, the reported high and low sales prices of the NationsBank Common
Stock on the NYSE Composite Tape, adjusted for stock dividends and stock
splits as of November 17, 1995, and the cash dividends per share of
NationsBank Common Stock, as reported in published sources.
<TABLE> <CAPTION>
Dividends Period High Low
Per Share
<S> <C> <C> <C>
1993
First Quarter. . . . . . . . . . . $ 58 $ 49 1/2 $ 0.40
Second Quarter . . . . . . . . . . 57 7/8 45 0.40
Third Quarter. . . . . . . . . . . 53 5/8 48 1/4 0.42
Fourth Quarter . . . . . . . . . . 53 1/4 44 1/2 0.42
1994
First Quarter. . . . . . . . . . . 50 7/8 44 3/8 0.46
Second Quarter . . . . . . . . . . 57 3/8 44 1/2 0.46
Third Quarter. . . . . . . . . . . 56 47 1/8 0.46
Fourth Quarter . . . . . . . . . . 50 3/4 43 5/8 0.50
1995
First Quarter. . . . . . . . . . . 51 3/4 44 5/8 0.50
Second Quarter . . . . . . . . . . 57 3/4 49 5/8 0.50
Third Quarter. . . . . . . . . . . 68 7/8 54 0.50
Fourth Quarter
(through November 17, 1995) . . . 73 64 0.58
</TABLE>
For a recent closing price of the NationsBank Common Stock, see the cover
page of this Prospectus Supplement.
The Company makes no representation as to the amount of dividends, if
any, that NationsBank will pay in the future. In any event, holders of
Securities will not be entitled to receive any dividends that may be payable
on NationsBank Common Stock until such time as the Company, if it so elects,
delivers NationsBank Common
<PAGE>
<PAGE> 9
Stock at Maturity or upon redemption of the Securities, and then only with
respect to dividends having a record date on or after the date of delivery
of such NationsBank Common Stock. See "Description of the Securities."
<PAGE>
<PAGE> 10
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be used to repay a
portion of the borrowings under a bank credit agreement dated October 4,
1995. The borrowings were incurred to finance a portion of the purchase
price of the acquisition of Alexander Hamilton. Borrowings under the credit
agreement, which expires on October 2, 1996, bear interest based on the
Company's choice from time to time of a LIBOR-based rate, a base (prime)
rate or a competitive bid rate.
CAPITALIZATION
The following table sets forth the unaudited capitalization of the Company
and its consolidated subsidiaries (i) at September 30, 1995 (ii) pro forma
to reflect the acquisition of Alexander Hamilton, including financing and
(iii) as adjusted to give effect to the issuance of the Securities offered
hereby and the application of the proceeds thereof.
<TABLE>
<CAPTION>
As of September 30, 1995
(amounts in millions except share and per share information)
Pro Forma for Acquisition Pro forma
Historical of Alexander Hamilton <F1> for Securities
<S> <C> <C> <C>
Repurchase agreements $ 266.1 $ 266.1 $ 266.1
Notes payable 76.5 76.5 76.5
Bank acquisition financing 0.0 315.0 <F2>
Securities offered hereby 0.0 0.0
Total debt $ 342.6 $ 657.6 $
Preferred stock of Alexander Hamilton(a) $ 0.0 $ 50.0 $ 50.0
Shareholders' equity Common stock $ 59.3 $ 59.3 $ 59.3
(par value $1.25 per share, 150,000,000
shares authorized, 47,464,216 shares
issued
Retained earnings 1,508.0 1,508.0 1,508.0
Net unrealized gains on securities 431.8 431.8 431.8
available for sale, net of deferred
taxes
Total shareholders' equity $1,999.1 $1,999.1 $ 1,999.1
Total capitalization $2,341.7 $2,706.7 $
<FN>
<F1> The Company acquired Alexander Hamilton on October 6, 1995 for a total
consideration of approximately $575 million, consisting of approximately
$525 million in cash ($210 million from internal resources and $315
million from bank borrowings) and $50 million of new cumulative floating
rate redeemable preferred stock of Alexander Hamilton.
<F2> The proceeds from the offering of Securities, net of expenses of
$147,000, will be used to repay a portion of the bank acquisition
financing. See "Use of Proceeds".
</FN>
</TABLE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following table presents selected consolidated financial information
derived from the Company's audited financial statements for each of the five
years in the period ended December 31, 1994 and the Company's unaudited
interim financial statements, which, in the opinion of management include
all adjustments (consisting of normal recurring accruals) necessary for a
fair presentation of the Company's results of operations and
<PAGE>
<PAGE> 11
financial position. The results of operations for the nine months ended
September 30, 1995 are not necessarily indicative of results to be
anticipated for the entire year. The table should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Company's Annual Report on Form 10-K for
the year ended December 31, 1994 and the consolidated financial statements
and the related notes incorporated herein by reference.
<PAGE>
<PAGE> 12
<TABLE>
<CAPTION>
Nine Months
Ended September 30, Years Ended December 31,
1995 1994 1994 1993 1992 1991 1990
(dollars in millions, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenue by Sources:
Life and accident and
health insurance $ 875.7 $ 764.9 $1,025.7 $ 987.0 $ 965.9 $ 956.4 $ 946.3
Realized investment
operations 26.1 42.5 61.4 54.2 45.7 32.2 28.2
Communications operations 114.8 118.9 172.5 145.0 129.7 125.0 127.3
9.1 7.9 9.2 6.2 4.7 4.7 5.6
Other
Total Income from continuing
operations $1,025.7 $ 934.2 $1,268.8 $1,192.4 $1,146.0 $1,118.3 $1,107.4
Net Income by Sources:
Life and accident and
health insurance $ 131.6 $ 123.7 $ 168.5 $ 158.2 $ 156.6 $ 146.2 $ 128.2
Communications 15.8 14.6 22.0 17.3 14.2 10.3 10.0
21.0 27.3 39.4 34.1 23.8 15.5 13.1
Other, net
Total Income from Continuing
Operations $ 168.4 $ 165.6 $ 229.9 $ 209.6 $ 194.6 $ 172.0 $ 151.3
Income from discontinued
operations, net of taxes<F2> 18.6 5.8 9.3 9.7 8.6 3.7 6.3
Accumulated postretirement
benefit obligation, net <F3> 0.0 0.0 0.0 (24.1) 0.0 0.0 0.0
Net income $ 187.0 $ 171.4 $ 239.2 $ 195.2 $ 203.2 $ 175.7 $ 157.6
Ratio of earnings to fixed
charges <F4> 17.0 26.8 25.5 76.8 64.9 56.2 49.9
Pro forma combined ratio of
earnings to fixed charges <F5> 8.4 N/A 10.0 N/A N/A N/A N/A
BALANCE SHEET DATA
<F1>
Total assets $7,989.6 $6,114.3 $6,140.3 $5,640.6 $5,256.8 $4,945.4 $4,474.5
Total debt
Obligations under
repurchase agmts. 266.1 266.5 266.8 0.0 0.0 0.0 0.0
Short term 76.5 48.7 29.4 39.7 0.0 0.0 0.0
Long term 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Shareholders equity 1,999.1 1,761.1 $1,732.5 $1,733.0 $1,668.2 $1,544.5 $1,334.4
PER SHARE DATA
Net income $ 3.90 $ 3.52 $ 4.92 $ 3.88 $ 3.99 $ 3.42 $ 2.94
Cash dividends $ 1.39 $ 1.25 $ 1.68 $ 1.51 $ 1.30 $ 1.09 $ 0.98
<FN>
<F1> The Company acquired a majority of the life insurance and annuity
business of Kentucky Central Life Insurance Company on May 31, 1995
in an assumption reinsurance transaction. In connection with this
transaction, JP Life assumed assets of $869 million (excluding the
value of business acquired) and recorded liabilities of $1,092
million. Four months' operating results are included in the
September 30, 1995 operating results.
<F2> Includes earnings of Jefferson-Pilot Fire & Casualty Company and
Jefferson-Pilot Title Insurance Company, each of which the Company
agreed to sell in 1994.
<F3> During 1993, the Company adopted SFAS 106 "Employers' Accounting for
Postretirement Benefits Other Than Pensions." SFAS 106 requires the
accrual of the cost of providing postretirement benefits other than
pensions during the employees' active service periods. Accordingly,
the consolidated statement of income for 1993 includes a charge in
the amount of $24.1 million, representing initial recognition of the
accumulated benefit obligation of $37.0 million, net of deferred tax
benefit of $12.9 million.
<F4> The ratio of earnings to fixed charges is computed by dividing
earnings by fixed charges. For this purpose, "earnings" include
pretax income from continuing operations plus certain fixed charges.
"Fixed charges" include interest, whether expensed or capitalized,
and amortization of debt expense and the portion of rental expense
which is representative of the interest factor.
<F5> The pro forma combined ratio of earnings to fixed charges and preferred
stock dividends is adjusted to reflect the additional fixed charges and
preferred stock dividends incurred due to the Alexander Hamilton
acquisition in October 1995. The debt acquired in financing the
acquisition is assumed to be put in place at January 1 of the
applicable year. Income has not been adjusted to reflect any income
from Alexander Hamilton.
</FN>
</TABLE>
<PAGE>
<PAGE> 13
DESCRIPTION OF THE SECURITIES
The Securities will be issued under the indenture (the "Indenture"),
dated , 1995, between the Company and First Union National Bank
of North Carolina, a national banking association, as trustee (the
"Trustee"). The following summary of certain provisions of the Indenture
does not purport to be complete and is qualified in its entirety by
reference to the Indenture, a copy of which is filed as an exhibit to the
Registration Statement of which this Prospectus Supplement is a part. All
article and section references appearing herein are to articles and sections
of the Indenture, and all capitalized terms not otherwise defined herein
have the meanings specified in the Indenture. Whenever particular Sections
or defined terms of the Indenture are referred to herein, such Sections or
defined terms are incorporated by reference herein.
General
The Indenture does not limit the amount of Debt Securities which may be
issued thereunder. The aggregate number of Securities to be issued will be
limited to 4,000,000, of which 1,500,000, plus such additional number of
Securities as may be issued pursuant to the over-allotment option granted by
the Company to the Underwriters are being offered hereby. See "Underwriting".
The Securities will only be issued in integral amounts (i.e., whole numbers).
Investors may purchase any whole number of Securities. The Securities will be
unsecured and will rank on a parity with all other unsecured and
unsubordinated indebtedness of the Company. The Company's assets consist
primarily of the common stock of its subsidiaries, and the Company conducts
no substantial business or operations itself. Accordingly, the right of the
Company, and hence the right of the creditors of the Company (including the
Holders of the Securities), to participate in any distribution of assets of
any subsidiary of the Company upon its liquidation or reorganization will be
subject to the prior claims of creditors of such subsidiaries, except to the
extent that claims of the Company itself as a creditor of such subsidiaries
may be recognized.
Each Security, which will be issued with a principal amount of $
, will bear interest at the annual rate of % of the
principal amount per annum (or $ per annum) from ,
1995, or from the most recent Interest Payment Date (as defined below) to
which interest has been paid or provided for until the principal amount
thereof is exchanged at Maturity or upon redemption pursuant to the terms of
the Securities. Interest on the Securities will be payable quarterly in
arrears on , , and ,
commencing , 199_ (each, an "Interest Payment Date"), to the
persons in whose names the Securities are registered as of the record date.
Interest on the Securities will be computed on the basis of a 360-day year
of twelve 30-day months. If an Interest Payment Date falls on a day that is
not a Business Day, the interest payment to be made on such Interest Payment
Date will be made on the next succeeding Business Day with the same force
and effect as if made on such Interest Payment Date, and no additional
interest will accrue as a result of such delayed payment.
The Securities will mature on January , 2000 and are subject to earlier
redemption at the option of the Company as described under "Optional
Redemption" below. At Maturity (including as a result of acceleration or
otherwise) or upon redemption, the principal amount of each Security will
be mandatorily exchanged by the Company for a number of shares of NationsBank
Common Stock at the Exchange Rate (as defined below) using the Maturity Price
or Redemption Price (as defined below), plus any accrued and unpaid interest
up to Maturity, and, accordingly, Holders of the Securities will not
necessarily receive an amount equal to the principal amount thereof. The
"Exchange Rate" is equal to, subject to adjustment as a result of certain
dilution events, (a) if the Maturity Price or Redemption Price per share of
NationsBank Common Stock is greater than or equal to the Threshold
Appreciation Price, shares of NationsBank Common Stock per
Security, (b) if the Maturity Price or Redemption Price is less than the
Threshold Appreciation Price but is greater than the Initial Price, a
fractional share of NationsBank Common Stock per Security so that the value
thereof (determined at the Maturity Price or Redemption Price) is equal to
the Initial Price and (c) if the Maturity Price or Redemption Price is less
than or equal to the Initial Price, one share of NationsBank Common Stock
per Security. No fractional shares of NationsBank Common Stock will be
delivered at Maturity or upon redemption as provided below. Notwithstanding
the foregoing, the Company may, at its option, in lieu of delivering shares
of NationsBank Common Stock, deliver cash in an amount equal to the value of
such number of shares of NationsBank Common Stock at the Maturity Price. Such
option, if exercised, may be exercised with respect to all, or less than all,
shares of NationsBank Common Stock otherwise deliverable upon exchange of the
outstanding Securities. On or prior to the seventh Business Day prior to
Maturity, the Company will notify the Trustee and publish a notice in a
daily newspaper of national circulation stating whether the principal amount
of each Security will be exchanged for shares of NationsBank Common Stock or
cash or both. If the Company elects to deliver shares of NationsBank Common
Stock, holders of the Securities will be responsible for the payment of any
and all brokerage costs upon the subsequent sale of such stock. If less
than all of the outstanding Securities are to be exchanged for NationsBank
Common Stock, the Securities to be exchanged for NationsBank Common Stock
will be selected by the Company from the outstanding Securities by lot or
pro rata (as nearly as may be) or by any other method determined by the
Board of Directors of the Company in its sole discretion to be equitable.
The "Maturity Price" is defined as the average Closing Price per share of
NationsBank Common Stock on the 20 Trading Days ending two days prior to,
but not including, Maturity. The "Closing Price" of any security on any date
of determination means the closing sale price (or, if no closing price is
reported, the last reported sale price) of such security on the NYSE on such
date or, if such security is not listed for trading on the NYSE on any such
date, as reported in the composite transactions for the principal United
States securities exchange on which such security is so listed, or if such
security is not so listed on a United States national or regional
<PAGE>
<PAGE> 14
securities exchange, as reported by The Nasdaq Stock Market, or, if such
security is not so reported, the last quoted bid price for such security in
the over-the-counter market as reported by the National Quotation Bureau or
similar organization, or, if such bid price is not available, the market
value of such security on such date as determined by a nationally recognized
independent investment banking firm retained for this purpose by the
Company. A "Trading Day" is defined as a day on which the security the
Closing Price of which is being determined (A) is not suspended from trading
on any national or regional securities exchange or association or
over-the-counter market at the close of business and (B) has traded at least
once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of such
security.
For illustrative purposes only, the following chart shows the number of
shares of NationsBank Common Stock or the amount of cash that a Holder of
Securities would receive for each Security at various Maturity Prices. The
table assumes that there will be no dilution adjustments to the Exchange
Rate as described below. There can be no assurance that the Maturity Price
will be within the range set forth below. Given the Initial Price of $
and the Threshold Appreciation Price of $ , a Holder
of the Securities would receive at Maturity the following number of shares
of NationsBank Common Stock or amount of cash (if the Company elects to
settle the Securities in cash) per Security:
<TABLE>
<CAPTION>
Maturity Price Number of
of NationsBank Shares of NationsBank
Common Stock Common Stock Amount of Cash
<S> <C> <C> <C>
</TABLE>
Interest on the Securities will be payable, and delivery of NationsBank
Common Stock (or, at the option of the Company, its cash equivalent or a
combination of both) in exchange for the Securities at Maturity or upon
redemption will be made upon surrender of such Securities, at the office
or agency of the Company maintained for such purposes in the city where
the principal corporate trust office of the Trustee is located, which will
initially be the principal corporate trust office of the Trustee, provided
that payment of interest may be made (subject to collection) at the option
of the Company by check mailed to the persons in whose names the Securities
are registered at the close of business on ,
, and . The
principal corporate trust office in New York City of the Trustee is located
at Stock Transfer Department, SC1, One State Street, New York, New York
10004 (c/o IBJ Shroeder).
The Securities will be transferable at any time or from time to time at
the aforementioned office. No service charge will be made to the Holder for
any such transfer except for any tax or other governmental charge incidental
thereto.
The Indenture does not contain any restriction on the ability of the
Company to sell, pledge or otherwise convey all or any portion of the
NationsBank Common Stock held by it, and no such shares of NationsBank
Common Stock will be pledged or otherwise held in escrow for exchange at
Maturity of the Securities. Consequently, in the event of a bankruptcy,
insolvency or liquidation of the Company, any NationsBank Common Stock owned
by the Company will be subject to the claims of the creditors of the
Company. In addition, as described herein, the Company will have the option,
exercisable in its sole discretion, to satisfy its obligations pursuant to
the mandatory exchange for the principal amount of the Securities at
Maturity by delivering to Holders of the Securities either the specified
number of shares of NationsBank Common Stock or cash or a combination of
both in an amount equal to the value of such number of shares at the
Maturity Price. There can be no assurance that the Company will elect at
Maturity to deliver NationsBank Common Stock. Consequently, Holders of the
Securities will not be entitled to any rights with respect to the
NationsBank Common Stock (including without limitation voting rights and
rights to receive any dividends or other distributions in respect thereof)
until such time, if any, as the Company shall have delivered shares of
NationsBank Common Stock to Holders of the Securities at Maturity thereof
and, unless the applicable record date, if any, for the exercise of such
rights occurs after such date.
Dilution Adjustments
The Exchange Rate is subject to adjustment if NationsBank shall (i) pay a
stock dividend or make a distribution with respect to NationsBank Common
Stock in shares of such stock; (ii) subdivide or split the outstanding
shares of NationsBank Common Stock into a greater number of shares; (iii)
combine the outstanding shares of NationsBank Common Stock into a smaller
number of shares; (iv) issue by reclassification of shares of NationsBank
Common Stock any shares of common stock of NationsBank; (v) issue rights or
warrants to all holders of NationsBank Common Stock entitling them to
subscribe for or purchase shares of NationsBank Common Stock at a price per
share less than the then current market price of the NationsBank Common
Stock (other than rights to purchase NationsBank Common Stock pursuant to a
plan for the reinvestment of dividends or interest); or (vi) pay a dividend
or make a distribution to all holders of NationsBank Common Stock of
<PAGE>
<PAGE> 15
evidences of its indebtedness or other assets (excluding any stock dividends
or distribution referred to in clause (i) above or any cash dividends other
than any Extraordinary Cash Dividends) or issue to all holders of
NationsBank Common Stock rights or warrants to subscribe for or purchase any
of its securities (other than those referred to in clause (v) above). An
"Extraordinary Cash Dividend" means, with respect to any 365-day period, all
cash dividends on the NationsBank Common Stock during such period to the
extent such dividends exceed on a per share basis 10% of the average Closing
Price of the NationsBank Common Stock over such period (less any such
dividends for which a prior adjustment to the Exchange Rate was previously
made). All adjustments to the Exchange Rate will be calculated to the
nearest 1/10,000th of a share of NationsBank Common Stock (or if there is
not a nearest 1/10,000th of a share to the next lower 1/10,000th of a
share). No adjustment in the Exchange Rate shall be required unless such
adjustment would require an increase or decrease of at least one percent
therein; provided, however, that any adjustments which by reason of the
foregoing are not required to be made shall be carried forward and taken
into account in any subsequent adjustment.
In the event of (A) any consolidation or merger of NationsBank, or any
surviving entity or subsequent surviving entity of NationsBank (a
"NationsBank Successor"), with or into another entity (other than a merger
or consolidation in which NationsBank is the continuing corporation and in
which the NationsBank Common Stock outstanding immediately prior to the
merger or consolidation is not exchanged for cash, securities or other
property of NationsBank or another corporation), (B) any sale, transfer,
lease or conveyance to another corporation of the property of NationsBank or
any NationsBank Successor as an entirety or substantially as an entirety,
(C) any statutory exchange of securities of NationsBank or any NationsBank
Successor with another corporation (other than in connection with a merger
or acquisition) or (D) any liquidation, dissolution or winding up of
NationsBank or any NationsBank Successor (any such event described in clause
(A), (B), (C) or (D), a "Reorganization Event"), the Exchange Rate used to
determine the amount payable upon exchange at Maturity or upon redemption for
each Security will be adjusted to provide that each Holder of Securities will
receive at Maturity or upon redemption for each Security cash in an amount equal
to (a) if the Transaction Value (as defined below) is greater than or equal to
the Threshold Appreciation Price, multiplied by the Transaction
Value, (b) if the Transaction Value is less than the Threshold Appreciation
Price but greater than the Initial Price, the Initial Price and (c) if the
Transaction Value is less than or equal to the Initial Price, the
Transaction Value. "Transaction Value" means (i) for any cash received by the
Company in any such Reorganization Event, the amount of cash received per share
of NationsBank Common Stock, (ii) for any property other than cash or
securities received by the Company in any such Reorganization Event, an
amount equal to the market value at Maturity or upon redemption of such
property received per share of NationsBank Common Stock as determined by a
nationally recognized independent investment banking firm retained for this
purpose by the Company and (iii) for any securities received by the Company
in any such Reorganization Event, an amount equal to the average Closing Price
per share of such securities on the 20 Trading Days ending two days prior to
Maturity or any redemption date, as the case may be, multiplied by the number
of such securities received for each share of NationsBank Common Stock.
Notwithstanding the foregoing, in the event that property or securities, or a
combination of cash, on the one hand, and property or securities, on the other,
are received by the Company in any such Reorganization Event, the Company may,
at its option, in lieu of delivering cash as described above, deliver (a) an
amount of cash equal to (i) the Exchange Rate (adjusted as described above)
times (ii) the amount of cash, if any, received by the Company per share of
NationsBank Common Stock in such Reorganization Event plus (b) property in an
amount equal to (i) the Exchange Rate (as so adjusted) times (ii) the amount
of property, if any, received by the Company per share of NationsBank Common
Stock in such Reorganization Event plus (c) securities in a number or amount,
as applicable, equal to (i) the Exchange Rate (as so adjusted) times (ii) the
number or amount, as applicable, of securities, if any, received by the
Company in such Reorganization Event per share of NationsBank Common Stock.
If the Company elects to deliver securities or other property, Holders of
the Securities will be responsible for the payment of any and all brokerage
and other transaction costs upon any subsequent sale of such securities or
other property. The kind and amount of securities into which the Securities
shall be exchangeable after consummation of such transaction shall be
subject to adjustment as described in the immediately preceding paragraph
following the date of consummation of such transaction.
The Company is required, within ten Business Days following the
occurrence of an event that requires an adjustment to the Exchange Rate (or
if the Company is not aware of such occurrence, as soon as practicable after
becoming so aware), to provide written notice to the Trustee and to the
Holders of the Securities of the occurrence of such event and a statement in
reasonable detail setting forth the method by which the adjustment to the
Exchange Rate was determined and setting forth the revised Exchange Rate.
<PAGE>
<PAGE> 16
Fractional Shares
No fractional shares of NationsBank Common Stock will be issued if the
Company exchanges the Securities for shares of NationsBank Common Stock. In
lieu of any fractional share otherwise issuable in respect of the Securities
of any Holder which are exchanged at Maturity, such Holder shall be entitled
to receive an amount in cash equal to the value of such fractional share at
the Maturity Price.
Optional Redemption
The Securities are not redeemable prior to 30 days prior to Maturity. At
any time and from time to time commencing 30 days prior to Maturity and
ending immediately prior to Maturity, the Company may redeem any or all of
the outstanding Securities. Upon any such redemption prior to Maturity,
each owner of a Security called for redemption will receive, in exchange for
such Security, a number of shares of NationsBank Common Stock (or, at the
Company's option, which may be exercised with respect to all, or less than
all, shares of NationsBank Common Stock deliverable upon redemption, cash
with an equal value) determined based on the Exchange Rate (as defined
above) using the Redemption Price plus a cash payment of $___ per Security
and any accrued and unpaid interest up to the date of redemption. On or
prior to the seventh Business Day prior to the date of redemption, the
Company will notify the Trustee and publish a notice in a daily newspaper of
national circulation stating whether the principal amount of each Security
will be redeemed for shares of NationsBank Common Stock or cash or a
combination of both. If the Company elects to deliver shares of NationsBank
Common Stock, holders of the Securities will be responsible for the payment
of any and all brokerage costs upon the subsequent sale of such stock. If
less than all of the outstanding Securities are to be called for redemption,
the Securities to be called will be selected by the Company from the
outstanding Securities not previously called by lot or pro rata (as nearly
as may be) or by any other method determined by the Board of Directors of
the Company in its sole discretion to be equitable. The Company will provide
notice of any call for redemption of the Securities not less than 15 nor more
than 30 days prior to the date fixed for redemption.
The "Redemption Price" means the average Closing Price per share of
NationsBank Common Stock for the 20 Trading Days ending two days prior
to the Notice Date; provided, however, that, with respect to any
redemption of the Securities, if any event that results in a dilution
adjustment occurs at any time during the period beginning on the first day of
the 20-Trading Day period and ending on the applicable date of redemption, the
Redemption Price as determined pursuant to the foregoing will be appropriately
adjusted to reflect the occurrence of such event. The "Notice Date" with
respect to any notice given by the Company in connection with a redemption
of the Securities means the date on which first occurs either the public
announcement of such redemption or the commencement of mailing of such
notice to the holders of the Securities. The number of shares of NationsBank
Common Stock (or the amount of cash in lieu thereof) to be delivered in
payment of the Redemption Price will be determined on the basis of the
price of NationsBank Common Stock prior to the announcement of redemption,
and such price may vary between the date of such determination and delivery
of such NationsBank Common Stock or cash.
Book-Entry System
It is expected that the Securities will be issued in the form of one or
more global securities (the "Global Securities") deposited with The
Depository Trust Company (the "Depositary") and registered in the name of a
nominee of the Depositary.
The Depositary has advised the Company and the Underwriters as follows:
The Depositary is a limited-purpose trust company organized under the laws
of the State of New York, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered pursuant to Section 17A of the
Exchange Act. The Depositary was created to hold securities of persons who
have accounts with the Depositary ("participants") and to facilitate the
clearance and settlement of securities transactions among its participants
in such securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of
certificates. Such participants include securities brokers and dealers,
banks, trust companies and clearing corporations. Indirect access to the
Depositary's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Upon the issuance of a Global Security, the Depositary or its nominee
will credit the respective Securities represented by such Global Security to
the accounts of participants. The accounts to be credited shall be
designated by the Underwriters. Ownership of beneficial interests in such
Global Securities will be limited to participants or persons that may hold
interests through participants. Ownership of beneficial interests by
participants in such Global Securities will be shown on, and the transfer of
those ownership interests will be effected only through, records maintained
by the Depositary or its nominee for such Global Securities. Ownership of
beneficial interests in such Global Securities by persons that hold through
participants will be shown on, and the transfer of that ownership interest
within such participant will be effected only through, records maintained by
such participant. The laws of some jurisdictions require that certain
purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to
transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such depositary or such nominee,
as the case may be, will be considered the sole owner or holder of the
Securities for all purposes under the Indenture. Except as set forth below,
owners of beneficial interests in
<PAGE>
<PAGE> 17
such Global Securities will not be entitled to have the Securities
registered in their names, will not receive or be entitled to receive
physical delivery of the Securities in definitive form and will not be
considered the owners or holders thereof under the Indenture.
Payment of principal of and any interest on the Securities registered in
the name of or held by the Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered owner or
the holder of the Global Security. None of the Company, the Trustee, any
Paying Agent or any securities registrar for the Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global
Security or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.
The Company expects that the Depositary, upon receipt of any payment of
principal or interest in respect of a permanent Global Security, will credit
immediately participants' accounts with payments in amounts proportionate to
their respective beneficial interests in the principal amount of such Global
Security as shown on the records of the Depositary. The Company also expects
that payments by participants to owners of beneficial interests in such
Global Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such participants.
A Global Security may not be transferred except as a whole by the
Depositary to a nominee or a successor of the Depositary. If the Depositary
is at any time unwilling or unable to continue as depositary and a successor
depositary is not appointed by the Company within 90 days, the Company will
issue Securities in definitive registered form in exchange for the Global
Security representing such Securities.
Listing
The Company has applied to have the Securities listed on the NYSE under
the symbol "NBX".
Regarding the Trustee
The Trustee has its principal corporate trust office at 230 South Tryon
Street, Charlotte, North Carolina 28288-1179, Attention: Corporate
Trust--Bond Administration. The Company has normal banking relationships
with the Trustee, and the Trustee also serves as transfer agent and
registrar for the Company's common stock.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
General
The following is a general description of the material U.S. federal
income tax consequences that may be relevant to a citizen or resident of the
United States, a corporation, partnership or other entity created or
organized under the laws of the United States, an estate or trust the income
of which is subject to U.S. federal income taxation regardless of its
source, or a foreign person subject to U.S. federal income taxation on a net
income basis who is the beneficial owner of a Security (each, a "U.S.
Holder"). All references to "holders" (including U.S. Holders) are to
beneficial owners of the Securities. This discussion, which was prepared by
Sullivan & Cromwell, special tax counsel to the Company, is based on current
U.S. federal income tax law applied to the context of facts provided to them
and is for general information only.
This discussion deals only with holders who are initial holders of the
Securities and who will hold the Securities as capital assets. It does not
address tax considerations applicable to investors that may be subject to
special U.S. federal income tax treatment, such as dealers in securities,
insurance companies, banks, regulated investment companies, tax-exempt
entities or, except to the extent otherwise indicated, to non-U.S. Holders.
Special tax rules may apply to persons holding a Security as part of a
"conversion transaction," "straddle," hedging transaction or other
combination of offsetting positions. Holders in such circumstances should
consult their tax advisors regarding the applicability of these special
rules to an investment in the Securities. This discussion does not address
the tax consequences under state, local or foreign law.
No statutory, judicial or administrative authority directly addresses the
characterization of the Securities or instruments similar to the Securities
for U.S. federal income tax purposes. As a result, significant aspects of
the U.S. federal income tax consequences of an investment in the Securities
are uncertain. It is the opinion of tax counsel that the characterizations
and tax treatment described below, while not the only reasonable
characterizations and tax treatment, are based on reasonable interpretations
of law currently in effect and that there is substantial authority for these
characterizations (other than the alternative positions described below).
Tax counsel is
<PAGE>
<PAGE> 18
unable to opine that the likely characterizations and treatment of the
Securities are those described below. No ruling is being requested from the
IRS with respect to the Securities and no assurance can be given that the
IRS will agree with the tax treatment described below. ACCORDINGLY, A
PROSPECTIVE INVESTOR (INCLUDING A TAX-EXEMPT INVESTOR) IN THE SECURITIES
SHOULD CONSULT ITS TAX ADVISOR IN DETERMINING THE TAX CONSEQUENCES OF AN
INVESTMENT IN THE SECURITIES, INCLUDING THE APPLICATION OF STATE, LOCAL
OR OTHER TAX LAWS.
United States Holders
Interest on the Securities will be reported to U.S. Holders and
to the IRS on the assumption that a U.S. Holder must include interest in
income as it is paid or accrued, in accordance with the U.S. Holder's method
of accounting. U.S. Holders should consult their tax advisors concerning
the alternative position that payments of interest will reduce a U.S.
Holder's basis in the Securities and that interest need not be included in
income until Maturity or upon redemption.
At Maturity or upon redemption, a U.S. Holder should recognize capital
gain or loss equal to the difference between the basis of the Securities and
the amount of the cash, or the fair market value of the NationsBank Common
Stock, or the combination of both, received in exchange therefor. Such gain
or loss generally will be long-term capital gain or loss if the U.S. Holder
has held the Securities for more than one year. The IRS might take the
position, however, that any such gain should be treated as ordinary interest
income. U.S. Holders should consult their tax advisors concerning the
alternative position that no gain or loss will be recognized at Maturity or
upon redemption if NationsBank Common Stock is received in exchange for the
Securities, on the theory that the Securities are themselves forward
contracts for the purchase of NationsBank Common Stock.
A U.S. Holder who disposes of Securities prior to Maturity will recognize
capital gain or loss equal to the difference between the basis of the
Securities and the amount of cash received in exchange therefor. Such gain
or loss will be long-term capital gain or loss if the U.S. Holder has held the
Securities for more than one year.
Backup Withholding and Information Reporting
A holder of a Security may be subject to information reporting and to
backup withholding at a rate of 31% of certain amounts paid to the holder
unless such holder provided proof of an applicable exemption or a correct
taxpayer identification number, and otherwise complies with applicable
requirements of the backup withholding rules.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement, the Company has agreed to sell to each of the Underwriters named
below, and each of such Underwriters, for whom Goldman, Sachs & Co. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as
representatives, has severally agreed to purchase, the number of the
Securities set forth opposite its name below:
Underwriter Number of
Securities
Goldman, Sachs & Co.. . . . . . . . . . . .
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . .
Total 1,500,000
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Securities, if any
are taken.
The Underwriters propose to offer the Securities in part directly to the
public at the initial public offering price set forth on the cover page of
this Prospectus, and in part to certain securities dealers at such price
less a concession of $ per Security. The Underwriters may allow, and
such dealers may reallow, a concession not to exceed $ per Security to
certain brokers and dealers. After the Securities are released for sale to
the public, the offering price and other selling terms may from time to time
be varied by the representatives.
The Company has granted the Underwriters an option exercisable for 30
days after the date of this Prospectus to purchase up to an aggregate of
150,000 additional Securities to cover over-allotments, if any. If the
Underwriters exercise their over-allotment option, the Underwriters have
severally agreed, subject to certain conditions, to purchase approximately
the same percentage thereof that the number of Securities to be purchased by
each of them, as shown in the foregoing table, bears to the 1,500,000
Securities offered hereby.
<PAGE>
<PAGE> 19
The Company and ETRE Capital Corp. have agreed not to offer,
sell, contract to sell or otherwise dispose of, directly or indirectly, or
file a registration statement under the Securities Act with respect to, any
Securities, shares of NationsBank Common Stock, securities convertible into
or exchangeable for shares of NationsBank Common Stock or rights or warrants
to acquire such shares, or any other security substantially similar to the
Securities or the NationsBank Common Stock for a period of 180 days after
the date of this Prospectus without the prior written consent of the
representatives of the Underwriters, except for the Securities offered in
connection with the offering of the Securities and shares of NationsBank
Common Stock transferred by the Company upon exchange of the Securities.
The representatives have informed the Company that they do not expect
sales to discretionary accounts by the Underwriters to exceed five percent
of the total number of Securities offered by them.
Prior to the offering of the Securities, there has been no public market
for the Securities. The initial public offering price for the Securities is
equal to the last sale price of the NationsBank Common Stock on
, 1995, as reported on the New York Stock Exchange.
Goldman, Sachs & Co. have in the past performed, and are currently
performing, investment banking services for the Company and have received
and may receive fees in connection with such services.
The Company has applied to have the Securities listed on the New York
Stock Exchange.
The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act.
<PAGE>
<PAGE> 20
VALIDITY OF THE SECURITIES
The validity of the Securities offered hereby will be passed upon for
Jefferson-Pilot Corporation by Robert A. Reed, Esq., Vice President,
Secretary and Associate General Counsel of Jefferson-Pilot Corporation, and
for the Underwriters by Sullivan & Cromwell, New York, New York. Certain
tax matters with respect to the Securities will be passed upon by Sullivan &
Cromwell. Sullivan & Cromwell and Robert A. Reed, Esq. may rely upon the
opinion of other designated counsel as to certain matters governed by North
Carolina law.
<PAGE>
<PAGE> 21
SUBJECT TO COMPLETION, DATED ________, 1995
JEFFERSON-PILOT CORPORATION
Debt Securities
Jefferson-Pilot Corporation (the "Company") may from time to time
offer, together or separately, its (i) debt securities (the "Debt
Securities") and (ii) warrants to purchase securities of the Company as
shall be designated by the Company at the time of the offering (the
"Warrants") in amounts, at prices and on terms to be determined at the time
of offering. The Debt Securities and Warrants are collectively called the
"Securities."
The Securities offered pursuant to this Prospectus may be issued in
one or more series or issuances and will be limited to $300,000,000
aggregate public offering price (or its equivalent (based on the applicable
exchange rate at the time of sale) in one or more foreign currencies,
currency units or composite currencies as shall be designated by the
Company). Certain specific terms of the particular Securities in respect of
which this Prospectus is being delivered are set forth in the accompanying
Prospectus Supplement (the "Prospectus Supplement"), including, where
applicable, in the case of Debt Securities, the specific title, aggregate
principal amount, the denomination, whether such Debt Securities are secured
or unsecured obligations, maturity, premium, if any, the interest rate
(which may be fixed, floating or adjustable), the time and method of
calculating payment of interest, if any, the place or places where principal
of (and premium, if any) and interest, if any, on such Debt Securities will
be payable, the currency in which principal of (and premium, if any) and
interest, if any, on such Debt Securities will be payable, any terms of
redemption at the option of the Company or the holder, any sinking fund
provisions, terms for any exchange into other securities, the initial public
offering price and other special terms and, in the case of Warrants, the
duration, the purchase price, the exercise price and detachability of such
Warrants. If so specified in the applicable Prospectus Supplement, Debt
Securities of a series may be issued in whole or in part in the form of one
or more temporary or permanent global securities.
Unless otherwise specified in a Prospectus Supplement, the Debt
Securities, when issued, will be unsecured and will rank equally with all
other unsecured and unsubordinated indebtedness of the Company.
The Prospectus Supplement will contain information concerning certain
U.S. federal income tax considerations, if applicable to the Securities
offered.
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________
The Securities will be sold directly, through agents, underwriters or
dealers as designed from time to time, or through a combination of such
methods. If agents of the Company or any dealers or underwriters are
involved in the sale of the Securities in respect of which this Prospectus
is being delivered, the names of such agents, dealers or underwriters and
any applicable commissions or discounts are set forth in or may be
calculated from the Prospectus Supplement with respect to such Securities.
______________
The date of this Prospectus is , 1995
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SUPPLEMENT SHALL NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
<PAGE> 22
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, June 30, 1995 and September 30, 1995 and the Current Reports on Form
8-K for May 31, 1995 and Form 8-K and Form 8-K/A 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
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<PAGE> 23
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)." Duff & Phelps currently rates the claims-paying ability
of JP Life and Alexander Hamilton "AAA (Superior)". Moody's Investors Service
current financial strength rating for JP Life is "Aa2" and for Alexander
Hamilton is "A1" (on review for possible upgrade). These ratings are based
on factors
<PAGE>
<PAGE> 24
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 $8.4 billion (including a $2.2 billion
coinsurance receivable), for a total consideration of approximately $575
million, consisting of $525 million in cash and $50 million in preferred
stock of Alexander Hamilton (the survivor of the merger). After giving
effect to the recent acquisitions, the Company would have had pro forma
revenues for the year ended December 31, 1994 of approximately $1.4 billion,
and, as of September 30, 1995, pro forma assets and shareholders' equity of
approximately $16 billion and $2 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. JP Life's sales have been concentrated in
the Southeastern United States.
Alexander Hamilton primarily sells universal life insurance products
through personal producing general agents and independent marketing
organizations and annuities through financial institutions. 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 and 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.
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<PAGE> 25
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.
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be used to repay a
portion of the borrowings under a bank credit agreement dated October 4,
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 Company'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 Debt Securities are to be issued under an Indenture to be dated as of
_______, 1995 (the "Indenture"), between the Company and First Union
National Bank of North Carolina, a national banking association, as trustee.
A copy of the Indenture has been filed as an exhibit to the Registration
Statement. First Union National Bank of North Carolina is hereinafter
referred to as the "Trustee." The following summaries of certain provisions
of the Debt Securities and the Indenture do not purport to be complete and
are subject to, and are qualified in their entirety by reference to, all the
provisions of the Indenture applicable to a particular series of Debt
Securities, including the definitions therein of certain terms. Wherever
particular Sections, Articles or defined terms of the Indenture are referred
to, it is intended that such Sections, Articles or defined terms shall be
incorporated herein by reference. Article and Section references used herein
are references to the Indenture. Capitalized terms not otherwise defined
herein shall have the meaning given in the Indenture.
General
The Indenture will provide that Securities in separate series may be
issued thereunder from time to time without limitation as to aggregate
principal amount. The Company may specify a maximum aggregate principal
amount for the Securities of any series. (Section 301) The Securities are
to have such terms and provisions which are not inconsistent with the
Indenture, including as to maturity, principal and interest, as the Company
may determine.
Unless otherwise specified in the Prospectus Supplement, the Debt
Securities when issued will be unsecured and unsubordinated obligations of
the Company and will rank equally and ratably with all other unsecured and
unsubordinated indebtedness of the Company.
The applicable Prospectus Supplement will set forth the price or prices
at which the Securities to be offered will be issued and will describe the
following terms of such Securities: (1) the title of such Securities; (2)
any limit on the aggregate principal amount of such Securities or the series
of which they are a part; (3) the date or dates on which the principal of
any of such Securities will be payable; (4)the rate or rates per annum
(which may be fixed, floating or adjustable) at which any of such Securities
will bear interest, if any, or the formula pursuant to which such rate or
rates shall be determined, the date or dates from which any such interest
will accrue, the Interest Payment Dates on which any such interest will be
payable and the Regular Record Date for any such interest payable on any
Interest Payment Date; (5) the place or places where the principal of and
any premium and interest on any of such Securities will be payable; (6) 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; (7) 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
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<PAGE> 26
such obligation; (8) 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, provided
that such securities are registered under Section 12 of the Exchange Act and
such issuer is then eligible to use Form S-3 (or any successor form) for a
primary offering of its securities) of the Company; (9) if other than
denominations of $1,000 and any integral multiple thereof, the denominations
in which any of such Securities will be issuable; (10) 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; (11) 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); (12) 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); (13) 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; (14) 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); (15) if applicable, that such Securities, in whole or any
specified part, are defeasible pursuant to the provisions of the Indenture
described under "Defeasance and Covenant Defeasance -- Defeasance and
Discharge" or "Defeasance and Covenant Defeasance -- Covenant Defeasance",
or under both such captions; (16) 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;
(17) 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;
(18) any addition to or change in the covenants in the Indenture described
under "Certain Restrictive Covenants" applicable to any of such Securities;
and (19) any other terms of such Securities not inconsistent with the
provisions of the Indenture. (Section 301)
Securities, including Original Issue Discount Securities, may be sold at
a substantial discount below their principal amount. Certain special United
States federal income tax considerations (if any) applicable to Securities
sold at an original issue discount may be described in the applicable
Prospectus Supplement. In addition, certain special United States federal
income tax or other considerations (if any) applicable to any Securities
which are denominated in a currency or currency unit other than United
States dollars may be described in the applicable Prospectus Supplement.
Since the Company is a holding company, the rights of the Company, and
hence the right of creditors of the Company (including the Holders of Debt
Securities), to participate in any distribution of the assets of any
subsidiary upon its liquidation or reorganization or otherwise is
necessarily subject to the prior claims of creditors of the subsidiary,
except to the extent that claims of the Company itself as a creditor of the
subsidiary may be recognized.
The Indenture does not contain any provisions that limit the Company's
ability to incur indebtedness or that afford Holders of the Debt Securities
protection in the event of a highly leveraged or similar transaction
involving the Company.
Form, Exchange and Transfer
The Securities of each series will be issuable only in fully registered
form, without coupons, and, unless otherwise specified in the applicable
Prospectus Supplement, only in denominations of $1,000 and integral
multiples thereof. (Section 302)
At the option of the Holder, subject to the terms of the Indenture and
the limitations applicable to Global Securities, Securities of each series
will be exchangeable for other Securities of the same series of any
authorized denomination and of a like tenor and aggregate principal amount.
(Section 305)
Subject to the terms of the Indenture and the limitations applicable to
Global Securities, Securities may be presented for exchange as provided
above or for registration of transfer (duly endorsed or with the form of
transfer endorsed thereon duly executed) at the office of the Security
Registrar or at the office of any transfer agent designated by the Company
for such purpose. No service charge will be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a
sum sufficient to cover any tax
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<PAGE> 27
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 Indenture.
Notwithstanding any provision of the Indenture or any Security described
herein, no Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Security in whole or in
part may be registered, in the name of any Person other than the Depositary
for such Global Security or any nominee of such Depositary unless (i) the
Depositary has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Security or has ceased to be
qualified to act as such as required by the Indenture, (ii) there shall have
occurred and be continuing an Event of Default with respect to the
Securities represented by such Global Security or (iii) there shall exist
such circumstances, if any, in addition to or in lieu of those described
above as may be described in the applicable Prospectus Supplement. All
securities issued in exchange for a Global Security or any portion thereof
will be registered in such names as the Depositary may direct. (Sections
204 and 305)
As long as the Depositary, or its nominee, is the registered Holder of a
Global Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner and Holder of such Global Security and the
Securities represented thereby for all purposes under the Securities and the
Indenture. Except in the limited circumstances referred to above, owners of
beneficial interests in a Global Security will not be entitled to have such
Global Security or any Securities represented thereby registered in their
names, will not receive or be entitled to receive physical delivery of
certificated Securities in exchange therefor and will not be considered to
be the owners or Holders of such Global Security or any Securities
represented thereby for any purpose under the Securities or the Indenture.
All payments of principal of and any premium and interest on a Global
Security will be made to the Depositary or its nominee, as the case may be,
as the Holder thereof. The laws of some jurisdictions require that certain
purchasers of securities take physical delivery of such securities in
definitive form. These laws may impair the ability to transfer beneficial
interests in a Global Security.
Ownership of beneficial interests in a Global Security will be limited to
institutions that have accounts with the Depositary or its nominee
("participants") and to persons that may hold beneficial interests through
participants. In connection with the issuance of any Global Security, the
Depositary will credit, on its book-entry registration and transfer system,
the respective principal amounts of Securities represented by the Global
Security to the accounts of its participants. Ownership of beneficial
interests in a Global Security will be shown only on, and the transfer of
those ownership interests will be effected only through, records maintained
by the Depositary (with respect to participants' interests) or any such
participant (with respect to interests of persons held by such participants
on their behalf). Payments, transfers, exchanges and others matters
relating to beneficial interests in a Global Security may be subject to
various policies and procedures adopted by the Depositary from time to time.
None of the Company, the Trustee or any agent of the Company or the Trustee
will have any responsibility or liability for any aspect of the Depositary's
or any participant's records relating to, or for payments made on account
of, beneficial interests in a Global Security, or for main- taining,
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
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<PAGE> 28
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 appli- cable
Prospectus Supplement, the corporate trust office of the Trustee in The City
of New York will be designated as the Company's sole Paying Agent for
payments with respect to Securities of each series. Any other Paying Agents
initially designated by the Company for the Securities of a particular
series will be named in the applicable Prospectus Supplement. The Company
may at any time designate additional Paying Agents or rescind the
designation of any Paying Agent or approve a change in the office through
which any Paying Agent acts, except that the Company will be required to
maintain a Paying Agent in each Place of Payment for the Securities of a
particular series. (Section 1002)
All moneys paid by the Company to a Paying Agent for the payment of the
principal of or any premium or interest on any Security which remain
unclaimed at the end of two years after such principal, premium or interest
has become due and payable will be repaid to the Company, and the Holder of
such Security thereafter may look only to the Company for payment thereof.
(Section 1003)
Certain Covenants
Limitation on Liens
The Indenture prohibits the Company and its subsidiaries from directly or
indirectly creating, assuming, incurring or permitting to exist any
Indebtedness secured by any lien on the capital stock of JP Life or
Alexander Hamilton (together, the "Restricted Subsidiaries") unless the
Outstanding Securities (and, if the Company so elects, any other
Indebtedness of the Company that is not subordinate to the Debt Securities
and with respect to which the governing instruments require, or pursuant to
which the Company is otherwise obligated, to provide such security) shall be
secured equally and ratably with such Indebtedness for at least the time
period such other Indebtedness is so secured. (Section 1008)
"Indebtedness" is defined in the Indenture as the principal of and
premium, if any, and interest due on indebtedness of a Person, whether
outstanding on the date of the Indenture or thereafter created, incurred or
assumed, which is (a) indebtedness for money borrowed, and (b) any
amendments, renewals, extensions, modifications and refundings of any such
indebtedness. For the purposes of this definition, "indebtedness for money
borrowed" means (i) any obligation of, or any obligation guaranteed by, such
Person for the repayment of borrowed money, whether or not evidenced by
bonds, debentures, notes or other written instruments, (ii) any obligation
of, or any such obligation guaranteed by, such Person evidenced by bonds,
debentures, notes or similar written instruments, including obligations
assumed or incurred in connection with the acquisition of property, assets
or businesses (provided, however, that the deferred purchase price of any
other business, property or assets shall not be considered Indebtedness if
the purchase price thereof is payable in full within 90 days from the date
on which such indebtedness was created), and (iii) any obligations of such
Person as lessee under leases required to be capitalized on the balance
sheet of the lessee under generally accepted accounting principles and
leases of property or assets made as part of any sale and lease-back
transaction to which such Person is a party. For purposes of this covenant
only, Indebtedness also includes any obligation of, or any obligation
guaranteed by, any Person for the payment of amounts due under a swap
agreement or similar instrument or agreement, or under a foreign currency
hedge, exchange or similar instrument or agreement. (Sections 101 and 1008)
Limitation on Disposition of Stock of Restricted Subsidiaries
The Indenture also provides that so long as any Debt Securities are
Outstanding and except as described under "Consolidation, Merger,
Conveyance, Transfer or Lease" below and in the Indenture, 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 Qualified Preferred Stock)
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 Qualified
Preferred Stock) of such estricted 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
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<PAGE> 29
securities, warrants, rights or options, the Company would own, directly or
indirectly, less than 80% of the shares of such Restricted Subsidiary (other
than Qualified Preferred Stock); 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, Conveyance, Transfer or Lease"
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)
"Qualified Preferred Stock" of an issuer is defined in the Indenture as
preferred stock which under no circumstances carries the right either
separately or considered together with any other preferred stock of the
issuer to control more than a majority of the voting power of such issuer.
Consolidation, Merger, Conveyance, Transfer or Lease
The Company may not consolidate with or merge into, or convey, transfer
or lease its properties and assets substantially as an entirety to, any
Person (a "successor Person"), and may not permit any Person to merge into,
or convey, transfer or lease its properties and assets substantially as an
entirety to, the Company, unless (i) the successor Person (if any) is a
corporation, partnership, trust or other entity organized and validly
existing under the laws of any domestic jurisdiction and assumes the
Company's obligations on the Securities and under the Indenture, (ii)
immediately after giving effect to the transaction, no Event of Default, and
no event which, after notice or lapse of time or both, would become an Event
of Default, shall have occurred and be continuing, (iii) if, as a result of
the transaction, property of the Company would become subject to a lien that
would not be permitted under the limitation on liens described above under
"Certain Covenants", the Company takes such steps as shall be necessary to
secure the Securities equally and ratably with (or prior to) the
indebtedness secured by such lien and (iv) certain other conditions are met.
(Section 801)
Events of Default
Each of the following will constitute an Event of Default under the
Indenture with respect to Securities of any series: (a) failure to pay
principal of or any premium on any Security of that series when due; (b)
failure to pay any interest on any Securities of that series when due,
continued for 30 days; (c) failure to deposit any sinking fund payment, when
due, in respect of any Security of that series; (d) failure to perform any
other covenant of the Company in the Indenture (other than a covenant
included in the Indenture solely for the benefit of a series other than that
series), continued for 60 days after written notice has been given by the
Trustee, or the Holders of at least 10% in principal amount of the
Outstanding Securities of that series, as provided in the Indenture; (e)
failure to pay when due (subject to any applicable grace period) the
principal of, or acceleration of, any indebtedness for money borrowed by the
Company having an aggregate principal amount outstanding of at least
$25,000,000, if, in the case of any such failure, such indebtedness has not
been discharged or, in the case of any such acceleration, such indebtedness
has not been discharged or such acceleration has not been rescinded or
annulled, in each case within 10 days after written notice has been given by
the Trustee, or the Holders of at least 10% in principal amount of the
Outstanding Securities of that series, as provided in the Indenture; and (f)
certain events in bankruptcy, insolvency or reorganization. (Section 501)
If an Event of Default (other than an Event of Default described in
clause (f) above) with respect to the Securities of any series at the time
Outstanding shall occur and be continuing, either the Trustee or the Holders
of at least 25% in aggregate principal amount of the Outstanding Securities
of that series by notice as provided in the Indenture may declare the
principal amount of the Securities of that series (or, in the case of any
Security that is an Original Issue Discount Security or the principal amount
of which is not then determinable, such portion of the principal amount of
such Security, or such other amount in lieu of such principal amount, as may
be specified in the terms of such Security) to be due and payable
immediately. If an Event of Default described in clause (f) above with
respect to the Securities of any series at the time Outstanding shall occur,
the principal amount of all the Securities of that series (or, in the case
of any such Original Issue Discount Security or other Security, such
specified amount) will automatically, and without any action by the Trustee
or any Holder, become immediately due and payable. After any such
acceleration, but before a judgment or decree based on acceleration, the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of that series may, under certain circumstances, rescind and
annul such acceleration if all Events of Default, other than the non-payment
of accelerated principal (or other specified amount), have been cured or
waived as provided in the Indenture. (Section 502) For information as to
waiver of defaults, see "Modification and Waiver".
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the
Trustee will be under no obligation to exercise any of its rights or powers
under the Indenture at the request or direction of any of the Holders,
unless such Holders shall have offered to the Trustee reasonable indemnity.
(Section 603) Subject to such provisions for the indemnification of the
Trustee, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Securities of that series. (Section 512)
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<PAGE> 30
No Holder of a Security of any series will have any right to institute
any proceeding with respect to the Indenture, or for the appointment of a
receiver or a trustee, or for any other remedy thereunder, unless (i) such
Holder has previously given to the Trustee written notice of a continuing
Event of Default with respect to the Securities of that series, (ii) the
Holders of at least 25% in aggregate principal amount of the Outstanding
Securities of that series have made written request, and such Holder or
Holders have offered reasonable indemnity, to the Trustee to institute such
proceeding as trustee and (iii) the Trustee has failed to institute such
proceeding, and has not received from the Holders of a majority in aggregate
principal amount of the Outstanding Securities of that series a direction
inconsistent with such request, within 60 days after such notice, request
and offer. (Section 507) However, such limitations do not apply to a suit
instituted by a Holder of a Security for the enforcement of payment of the
principal of or any premium or interest on such Security on or after the
applicable due date specified in such Security or of the right to exchange
such Debt Security in accordance with the terms of the Indenture (if
applicable). (Section 508)
The Company will be required to furnish to the Trustee annually a
statement by certain of its officers as to whether or not the Company, to
their knowledge, is in default in the performance or observance of any of
the terms, provisions and conditions of the Indenture and, if so, specifying
all such known defaults. (Section 1004)
Modification and Waiver
Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of not less than a majority
in aggregate principal amount of the Outstanding Securities of each series
affected by such modification or amendment; provided, however, that no such
modification or amendment may, without the consent of the Holder of each
Outstanding Security affected thereby, (a) change the Stated Maturity of the
principal of, or any instalment of principal of or interest on, any
Security, (b) reduce the principal amount of, or any premium or interest on,
any Security, (c) reduce the amount of principal of an Original Issue
Discount Security or any other Security payable upon acceleration of the
Maturity thereof, (d) change the place or currency of payment of principal
of, or any premium or interest on, any Security, (e) impair the right to
institute suit for the enforcement of any payment on or with respect to any
Security, (f) adversely change the right to exchange, including adversely
changing any automatic or mandatory exchange provisions of, such Debt
Security (if applicable), (g) reduce the percentage in principal amount of
Outstanding Securities of any series, the consent of whose Holders is
required for modification or amendment of the Indenture, (h) reduce the
percentage in principal amount of Outstanding Securities of any series
necessary for waiver of compliance with certain provisions of the Indenture
or for waiver of certain defaults or (i) modify such provisions with respect
to modification and waiver. (Section 902)
The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may waive compliance by the Company
with certain restrictive provisions of the Indenture. (Section 1010) The
Holders of a majority in principal amount of the Outstanding Securities of
any series may waive any past default under the Indenture, except a default
in the payment of principal, premium or interest and certain covenants and
provisions of the Indenture which cannot be amended without the consent of
the Holder of each Outstanding Security of such series affected. (Section
513)
The Indenture will provide that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given or taken
any direction, notice, consent, waiver or other action under the Indenture
as of any date, (i) the principal amount of an Original Issue Discount
Security that will be deemed to be Outstanding will be the amount of the
principal thereof that would be due and payable as of such date upon
acceleration of the Maturity thereof to such date, (ii) if, as of such date,
the principal amount payable at the Stated Maturity of a Security is not
determinable (for example, because it is based on an index), the principal
amount of such Security deemed to be Outstanding as of such date will be an
amount determined in the manner prescribed for such Security and (iii) the
principal amount of a Security denominated in one or more foreign currencies
or currency units that will be deemed to be Outstanding will be the U.S.
dollar equivalent, determined as of such date in the manner prescribed for
such Security, of the principal amount of such Security (or, in the case of
a Security described in clause (i) or (ii) above, of the amount described in
such clause). Certain Securities, including those for whose payment or
redemption money has been deposited or set aside in trust for the Holders
and those that have been fully defeased pursuant to Section 1302, will not
be deemed to be Outstanding. (Section 101)
Except in certain limited circumstances, the Company will be entitled to
set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give or take any direction,
notice, consent, waiver or other action under the Indenture, in the manner
and subject to the limitations provided in the Indenture. In certain
limited circumstances, the Trustee will be entitled to set a record date for
action by Holders. If a record date is set for any action to be taken by
Holders of a particular series, such action may be taken only by persons who
are Holders of Outstanding Securities of that series on the record date. To
be effective, such action must be taken by Holders of the requisite
principal amount of such Securities within a specified period following the
record date. For any particular record date, this period will be 180 days
or such shorter period as may be specified by the Company (or the Trustee,
if it set the record date), and may be shortened or lengthened (but not
beyond 180 days) from time to time. (Section 104)
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<PAGE> 31
Defeasance and Covenant Defeasance
If and to the extent indicated in the applicable Prospectus Supplement,
the Company may elect, at its option at any time, to have the provisions of
Section 1302, relating to defeasance and discharge of indebtedness, or
Section 1303, relating to defeasance of certain restrictive covenants in the
Indenture, applied to the Securities of any series, or to any specified part
of a series. (Section 1301)
Defeasance and Discharge
The Indenture will provide that, upon the Company's exercise of its
option (if any) to have Section 1302 applied to any Securities, the Company
will be discharged from all its obligations with respect to such Securities
(except for certain obligations to exchange or register the transfer of
Securities, to replace stolen, lost or mutilated Securities, to maintain
paying agencies and to hold moneys for payment in trust) upon the deposit in
trust for the benefit of the Holders of such Securities of money or U.S.
Government Obligations, or both, which, through the payment of principal and
interest in respect thereof in accordance with their terms, will provide
money in an amount sufficient to pay the principal of and any premium and
interest on such Securities on the respective Stated Maturities in
accordance with the terms of the Indenture and such Securities. Such
defeasance or discharge may occur only if, among other things, the Company
has delivered to the Trustee an Opinion of Counsel to the effect that the
Company has received from, or there has been published by, the United States
Internal Revenue Service a ruling, or there has been a change in tax law, in
either case to the effect that Holders of such Securities will not recognize
gain or loss for federal income tax purposes as a result of such deposit,
defeasance and discharge and will be subject to federal income tax on the
same amount, in the same manner and at the same times as would have been the
case if such deposit, defeasance and discharge were not to occur. (Sections
1302 and 1304)
Defeasance of Certain Covenants
The Indenture will provide upon the Company's exercise of its option (if
any) to have Section 1303 applied to any Securities, the Company may omit to
comply with certain restrictive covenants, including those described under
"Certain Covenants" and in the last sentence under "Consolidation, Merger
and Sale of Assets" and any that may be described in the applicable
Prospectus Supplement, and the occurrence of certain Events of Default,
which are described above in clause (d) (with respect to such restrictive
covenants) and clause (e) under "Events of Default" and any that may be
described in the applicable Prospectus Supplement, will be deemed not to be
or result in an Event of Default with respect to such Securities. The
Company, in order to exercise such option, will be required to deposit, in
trust for the benefit of the Holders of such Securities, money or U.S.
Government Obligations, or both, which, through the payment of principal and
interest in respect thereof in accordance with their terms, will provide
money in an amount sufficient to pay the principal of and any premium and
interest on such Securities on the respective Stated Maturities in
accordance with the terms of the Indenture and such Securities. The Company
will also be required, among other things, to deliver to the Trustee an
Opinion of Counsel to the effect that Holders of such Securities will not
recognize gain or loss for federal income tax purposes as a result of such
deposit and defeasance of certain obligations and will be subject to federal
income tax on the same amount, in the same manner and at the same times as
would have been the case if such deposit and defeasance were not to occur.
In the event the Company exercised this option with respect to any
Securities and such Securities were declared due and payable because of the
occurrence of any Event of Default, the amount of money and U.S. Government
Obligations so deposited in trust would be sufficient to pay amounts due on
such Securities at the time of their respective Stated Maturities but may
not be sufficient to pay amounts due on such Securities upon any
acceleration resulting from such Event of Default. In such case, the
Company would remain liable for such payments. (Sections 1303 and 1304)
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, provided that such securities are registered under Section 12 of
the Exchange Act and such issuer is then eligible to use Form S-3 (or any
successor form) for a primary offering of its securities) will be set forth
in the Prospectus Supplement relating thereto. Such terms shall include
provisions as to whether exchange is mandatory, at the option of the holder
or at the option of the Company and may include provisions pursuant to which
the number of shares of securities of or held by the Company to be received
by the holders of Debt Securities would be calculated according to the market
price of such securities as of a time stated in the Prospectus Supplement.
(Article Fourteen)
Notices
Notices to Holders of Securities will be given by mail to the addresses
of such Holders as they may appear in the Security Register. (Sections 101
and 106)
Title
The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name a Security is registered as the absolute
owner thereof (whether or not such Security may be overdue) for the purpose
of making payment and for all other purposes. (Section 308)
<PAGE>
<PAGE> 32
Governing Law
The Indenture and the Securities will be governed by, and construed in
accordance with, the laws of the State of New York. (Section 112)
Upon the occurrence of an Event of Default or an event which, after
notice or lapse of time or both, would become an Event of Default under a
Series of Securities the Trustee may be deemed to have a conflicting
interest with respect to the Securities for purposes of the Trust Indenture
Act of 1939 and, accordingly, may be required to resign as Trustee under the
Indenture. In that event, the Company would be required to appoint a
successor Trustee.
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.
<PAGE>
<PAGE> 33
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 and Robert A. Reed, Esq. may rely on the opinion
of 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
firm as experts in accounting and auditing. Reference is made to said
report, which includes an explanatory paragraph with respect to the change
in method of accounting for investments during 1994, as explained in Note 2
to the consolidated financial statements and the change in method of
accounting for postretirement benefits other than pensions in 1993 as
explained in Note 11 to the consolidated financial statements.
With respect to the unaudited interim financial information to be
incorporated by reference in this Prospectus, the independent certified
public accountants may report that they applied limited procedures in
accordance with professional standards for a review of such information.
However, any separate report included in the Company's Quarterly Reports on
Form 10-Q and incorporated by reference herein will state that they did not
audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on any report on such
information should be restricted in light of the limited nature of the
review procedures applied. The accountants are not subject to the liability
provisions of Section 11 of the Securities Act for any report on the
unaudited interim financial information because that report is not a
"report" or a "part" of the Registration Statement prepared or certified by
the accountants within the meaning of Sections 7 and 11 of the Securities
Act.
The combined financial statements of Alexander Hamilton Life Insurance
Company of America, First Alexander Hamilton Life Insurance Company and
Alexander Hamilton Capital Management, Inc. incorporated by reference in
this prospectus and elsewhere in the Registration Statement have been
audited by Arthur Andersen LLP, independent public accountants, as indicated
in their reports with respect thereto, and are included herein in reliance
upon the authority of said firm as experts in giving said report. Reference
is made to said report, which includes an explanatory paragraph with
respect to the change in method of accounting for investments during 1994,
as explained in Note 2 in the combined financial statements and the change
in method
<PAGE>
<PAGE> 34
of accounting for postretirement benefits other than pensions in 1993 as
explained in Note 11 in the combined financial statements.
<PAGE>
<PAGE> 35
No person has been authorized to give any information or
to make any representations other than those contained in
this Prospectus Supplement and Prospectus, and, if given or
made, such information or Securities representations must not
be relied upon as having been authorized. This Prospectus
Supplement and Prospectus does not constitute an offer to sell
or the solicitation of an offer to buy such securities in
any circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this Prospectus Supplement and Prospectus
nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of
the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date.
__________________
TABLE OF CONTENTS
Prospectus Supplement
Page
The Securities Offering. . . . . . S-3
Risk Factors . . . . . . . . . . . S-5
NationsBank Corporation. . . . . . S-7
Price Range and Dividend
History of NationsBank
Common Stock . . . . . . . . . . S-8
Use of Proceeds. . . . . . . . . . S-9
Capitalization . . . . . . . . . . S-9
Selected Consolidated
Financial Data . . . . . . . . . S-10
Description of the Securities. . . S-11
Certain Federal Income Tax
Considerations . . . . . . . . . S-17
Underwriting . . . . . . . . . . . S-19
Validity of the Securities . . . . S-20
Prospectus
Available Information . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . 2
Jefferson-Pilot Corporation. . . . 3
Use of Proceeds. . . . . . . . . . 4
Description of Debt Securities . . 5
Description of Warrants. . . . . . 14
Plan of Distribution . . . . . . . 15
Validity of the Securities . . . . 15
Experts. . . . . . . . . . . . . . 15
1,500,000 Securities
Jefferson-Pilot Corporation
% Automatic Common
Exchange Securities
Due January , 2000
________
[LOGO]
________
Goldman, Sachs & Co.
Merrill Lynch & Co.
Representatives of the Underwriters
<PAGE>
<PAGE> 36
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
SEC registration fee............................ $103,448
Rating agency fees.............................. 120,000
Listing fees and expenses....................... 12,000
Legal fees and expenses......................... 15,000
Blue sky fees and expenses...................... 18,000
Accounting fees and expenses.................... 65,000
Printing and engraving expenses................. 20,000
Trustee's fees and expenses..................... 11,000
Miscellaneous................................... 0
Total...................................... 364,448
<PAGE>
<PAGE> 37
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 20th day of November, 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
amendment to registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <S> <S>
Signature Title Date
/s/ David A. Stonecipher President and Chief Executive Officer
David A. Stonecipher (Principal Executive Officer) November 20, 1995
Executive Vice President
/s/ Dennis R. Glass Chief Financial Officer
Dennis R. Glass (Principal Financial Officer) November 20, 1995
/s/ Reggie D. Adamson Senior Vice President - Finance
Reggie D. Adamson (Principal Accounting Officer) November 20, 1995
</TABLE>
Thomas M. Belk, William E. Blackwell, Edwin B. Borden, William H.
Cunningham, C. Randolph Ferguson, Robert G. Greer, George W. Henderson,
III, Hugh L. McColl, Jr., E. S. Melvin, William Porter Payne, Donald S.
Russell, Jr., Robert H. Spilman, David A. Stonecipher, and Martha Ann
Walls, each as a Director.*
*By his signature set forth below, Robert A. Reed has signed this
Registration Statement as attorney for the persons noted above, in the
capacities above stated, pursuant to powers of attorney filed with the
Securities and Exchange Commission as Exhibit 24 to this Registration
Statement.
Date: November 20, 1995
/s/ Robert A. Reed
Robert A. Reed, Attorney-In-Fact
<PAGE>
<PAGE> 38
EXHIBIT INDEX
<TABLE>
<CAPTION>
<C> <S> <C>
Sequentially
Exhibit No. Description Numbered Page
1 Form of Underwriting Agreement
4 Indenture between Jefferson-Pilot Corporation and First
Union National Bank of North Carolina, a national banking
association, as Trustee
5 Opinion of Robert A. Reed, Esq., Vice President, Secretary
and Associate General Counsel of the Corporation
8 Opinion of Sullivan & Cromwell
12 Computation of Ratio of Earnings to Fixed Charges
23(c) Consent of Counsel (included in Exhibit 5 and Exhibit 8)
24 Power of Attorney for one officer (Powers for Mr. Adamson
and the directors were filed previously)
25 Form T-1, Statement of Eligibility of Trustee
</TABLE>
<PAGE> 1
EXHIBIT 1
Jefferson-Pilot Corporation
DEBT SECURITIES
Underwriting Agreement
, 1995
To the Representatives of the
several Underwriters named in the
respective Pricing Agreements
hereinafter described.
Ladies and Gentlemen:
From time to time Jefferson-Pilot Corporation, a North Carolina
corporation (the "Company"), proposes to enter into one or more Pricing
Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with
such additions and deletions as the parties thereto may determine, and,
subject to the terms and conditions stated herein and therein, to issue and
sell to the firms named in Schedule I to the applicable Pricing Agreement
(such firms constituting the "Underwriters" with respect to such Pricing
Agreement and the securities specified therein) certain of its debt
securities (the "Securities") specified in Schedule II to such Pricing
Agreement (with respect to such Pricing Agreement, the "Designated
Securities").
The terms and rights of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating thereto
and in or pursuant to the indenture (the "Indenture") identified in such
Pricing Agreement.
1. Particular sales of Designated Securities may be made from time
to time to the Underwriters of such Securities, for whom the firms
designated as representatives of the Underwriters of such Securities in the
Pricing Agreement relating thereto will act as representatives (the
"Representatives"). The term "Representatives" also refers to a single
firm acting as sole representative of the Underwriters and to an
Underwriter or Underwriters who act without any firm being designated as
its or their representatives. This Underwriting Agreement shall not be
construed as an obligation of the Company to sell any of the Securities or
as an obligation of any of the Underwriters to purchase the Securities.
The obligation of the Company to issue and sell any of the Securities and
the obligation of any of the Underwriters to purchase any of the Securities
shall be evidenced by the Pricing Agreement with respect to the Designated
Securities specified therein. Each Pricing Agreement shall specify the
aggregate principal amount of such Designated Securities, the initial
public offering price of such Designated Securities, the purchase price to
the Underwriters of such Designated Securities, the names of the
Underwriters of such Designated Securities, the names of the
Representatives of such Underwriters and the principal amount of such
Designated Securities to be purchased by each Underwriter and shall set
forth the date, time and manner of delivery of such Designated Securities
and payment therefor. The Pricing Agreement shall also specify (to the
extent not set forth in the Indenture and the registration statement and
prospectus with respect thereto) the terms of such Designated
<PAGE>
<PAGE> 2
Securities. A Pricing Agreement shall be in the form of an executed
writing (which may be in counterparts), and may be evidenced by an exchange
of telegraphic communications or any other rapid transmission device
designed to produce a written record of communications transmitted. The
obligations of the Underwriters under this Agreement and each Pricing
Agreement shall be several and not joint.
2. The Company represents and warrants to, and agrees with, each
of the Underwriters that:
(a) A registration statement on Form S-3 (File No. 33-63521)
(the "Initial Registration Statement") in respect of the Securities
has been filed with the Securities and Exchange Commission (the
"Commission"); the Initial Registration Statement and any
post-effective amendment thereto, each in the form heretofore
delivered or to be delivered to the Representatives and, excluding
exhibits to such registration statement, but including all documents
incorporated by reference in the prospectus contained therein, to the
Representatives for each of the other Underwriters, have been
declared effective by the Commission in such form; other than a
registration statement, if any, increasing the size of the offering
(a "Rule 462(b) Registration Statement"), filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended (the "Act"),
which became effective upon filing, no other document with respect to
the Initial Registration Statement or document incorporated by
reference therein has heretofore been filed or transmitted for filing
with the Commission (other than prospectuses filed pursuant to Rule
424(b) of the rules and regulations of the Commission under the Act,
each in the form heretofore delivered to the Representatives); and no
stop order suspending the effectiveness of the Initial Registration
Statement, any post-effective amendment thereto or the Rule 462(b)
Registration Statement, if any, has been issued and no proceeding for
that purpose has been initiated or threatened by the Commission (any
preliminary prospectus included in the Initial Registration Statement
or filed with the Commission pursuant to Rule 424(a) under the Act,
is hereinafter called a "Preliminary Prospectus"; the various parts
of the Initial Registration Statement and the Rule 462(b)
Registration Statement, if any, including all exhibits thereto and
the documents incorporated by reference in the prospectus contained
in the Initial Registration Statement at the time such part of the
registration statement became effective but excluding Form T-1, each
as amended at the time such part of the registration statement became
effective or such part of the Rule 462(b) Registration Statement, if
any, became or hereafter becomes effective, are hereinafter
collectively called the "Registration Statement"; the prospectus
relating to the Securities, in the form in which it has most recently
been filed, or transmitted for filing, with the Commission on or
prior to the date of this Agreement, being hereinafter called the
"Prospectus"; any reference herein to any Preliminary Prospectus or
the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to the applicable form
under the Act, as of the date of such Preliminary Prospectus or
Prospectus, as the case may be; any reference to any amendment or
supplement to any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include any documents filed after the date of
such Preliminary Prospectus or Prospectus, as the case may be, under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and incorporated by reference in such Preliminary Prospectus or
Prospectus, as the case may be; any reference to any amendment to the
Registration Statement shall be deemed to refer to and include any
annual report of the Company filed pursuant to Sections 13(a) or
15(d) of the
<PAGE>
<PAGE> 3
Exchange Act after the effective date of the Registration Statement
that is incorporated by reference in the Registration Statement; and
any reference to the Prospectus as amended or supplemented shall be
deemed to refer to the Prospectus as amended or supplemented in
relation to the applicable Designated Securities in the form in which
it is filed with the Commission pursuant to Rule 424(b) under the Act
in accordance with Section 5(a) hereof, including any documents
incorporated by reference therein as of the date of such filing);
(b) The documents incorporated by reference in the Prospectus,
when they became effective or were filed with the Commission, as the
case may be, conformed in all material respects to the requirements
of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder, and none of such documents
contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which
they were made, not misleading; and any further documents so filed
and incorporated by reference in the Prospectus or any further
amendment or supplement thereto, when such documents become effective
or are filed with the Commission, as the case may be, will conform in
all material respects to the requirements of the Act or the Exchange
Act, as applicable, and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter of
Designated Securities through the Representatives expressly for use
in the Prospectus as amended or supplemented relating to such
Securities;
(c) The Registration Statement and the Prospectus conform, and
any further amendments or supplements to the Registration Statement
or the Prospectus will conform, in all material respects to the
requirements of the Act and the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act") and the rules and regulations of
the Commission thereunder and do not and will not, as of the
applicable effective date as to the Registration Statement and any
amendment thereto and as of the applicable filing date as to the
Prospectus and any amendment or supplement thereto, contain an untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made,
not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing
to the Company by an Underwriter of Designated Securities through the
Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Securities;
(d)(i) Neither the Company nor any of its subsidiaries named in
Schedule III hereto (each, a "Material Subsidiary" and collectively,
the "Material Subsidiaries") has sustained since the date of the
latest audited financial statements included or incorporated by
reference in the Prospectus any material loss or interference with
its business from fire, explosion, flood or other calamity, whether
or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth or
<PAGE>
<PAGE> 4
contemplated in the Prospectus; and, since the respective dates as of
which information is given in the Registration Statement and the
Prospectus, there has not been any change in the capital stock (other
than as a result of the Company's employee and director stock option
and stock repurchase programs) or increases in long-term debt of, or
guaranteed by, the Company or any of its subsidiaries or any material
adverse change, or any development involving a prospective material
adverse change, in or affecting the general affairs, management,
financial position, shareholders' equity or results of operations of
the Company and its subsidiaries considered as a whole, otherwise
than as set forth or contemplated in the Prospectus; and
(ii) without limitation of the foregoing Section 2(d)(i), since
the respective dates as of which information is given in the
Prospectus, there has not been any material adverse change, or any
development involving a prospective material adverse change, (x) in
or affecting the Company's and its subsidiaries' consolidated
investments, including, without limitation, third party mortgage
loans, or other real estate investments, or (y) in or affecting the
Company's and its subsidiaries' contingent funding commitments (on a
consolidated basis), other than in either case (x) or (y) above as
set forth or contemplated in the Prospectus;
(e) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of North Carolina, with power and authority (corporate and
other) to own its properties and conduct its business as described in
the Prospectus, and has been duly qualified as a foreign corporation
for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases
properties, or conducts any business, so as to require such
qualification, or is subject to no material liability or disability
by reason of the failure to be so qualified in any such jurisdiction;
each of the Material Subsidiaries has been duly incorporated and is
validly existing as a corporation in good standing under the laws of
its jurisdiction of incorporation, with power and authority
(corporate and other) to own its properties and conduct its business
as described in the Prospectus, and has been duly qualified for the
transaction of business and is in good standing as a foreign
corporation under the laws of each other jurisdiction in which it
owns or leases property or conducts any business, so as to require
such qualification, or is subject to no material liability or
disability by reason of the failure to be so qualified in any such
jurisdiction; and each other subsidiary of the Company has been duly
incorporated and is validly existing as a corporation and is in good
standing under the laws of its jurisdiction of incorporation;
(f) Each of Jefferson-Pilot Life Insurance Company and Alexander
Hamilton Life Insurance Company of America (together, the "Insurance
Subsidiaries") is duly licensed as an insurance company in the
jurisdiction of its incorporation and is duly licensed or authorized
as an insurer or reinsurer in each other jurisdiction where it is
required to be so licensed or authorized to conduct its business as
described in the Prospectus, except, with respect to such other
jurisdictions, where the failure to be so licensed or authorized
would not have a material adverse effect on the current or future
consolidated financial position, shareholders' equity or results of
operations of the Company and its subsidiaries, considered as a whole
(a "Material Adverse Effect"); the Company has made all required
filings under the applicable insurance holding company statutes of
the State of North Carolina and each other state or jurisdiction in
which the Company is required to make
<PAGE>
<PAGE> 5
such filings, and is duly licensed or admitted as an insurance
holding company in each jurisdiction where it is required to be so
licensed or admitted to conduct its business as described in the
Prospectus, except, with respect to such other jurisdictions, where
the failure to be so licensed or admitted would not have a Material
Adverse Effect; each of the Company and the Insurance Subsidiaries
has all other necessary authorizations, approvals, orders, consents,
licenses, certificates, permits, registrations and qualifications
("Approvals") of and from all insurance authorities, commissions or
other insurance regulatory bodies to conduct its business as
described in the Prospectus (other than certain Approvals required in
connection with the Company's purchase of Alexander Hamilton Life
Insurance Company of America ("Alexander Hamilton"), with respect to
which assurances have been obtained), except where the failure to
have such Approvals would not have a Material Adverse Effect; and
none of the Company or any Insurance Subsidiary has received any
notification from any insurance authority, commission or other
insurance regulatory body in the United States or elsewhere to the
effect that any additional Approval from such authority, commission
or body is needed to be obtained by the Company or any Insurance
Subsidiary (other than certain Approvals required in connection with
the Company's purchase of Alexander Hamilton, with respect to which
assurances have been obtained) in any case where it could be
reasonably expected that the Company or any Insurance Subsidiary
would in fact be required either to obtain any such additional
Approval or cease or otherwise limit writing certain business and
ceasing or limiting such business would, or prospectively could, have
a Material Adverse Effect;
(g) Each of the Company and the Insurance Subsidiaries is in
compliance with the requirements of the insurance law of the
jurisdiction of its incorporation and any applicable regulations
thereunder and has filed all notices, reports, documents or other
information ("Notices") required to be filed thereunder; and each of
the Company and the Insurance Subsidiaries is in compliance with the
insurance laws and regulations of other jurisdictions which are
applicable to the Company and the Insurance Subsidiaries (as the case
may be) and has filed all Notices required to be filed thereunder,
except where the failure to comply or file would not have a Material
Adverse Effect;
(h) Without limiting the foregoing, each of the Company and the
Insurance Subsidiaries has filed all Notices required to be filed
pursuant to, and has obtained all Approvals required to be obtained
under, and has otherwise complied with all requirements of, all
applicable insurance laws and regulations in connection with the
issuance and sale of the Securities;
(i) The Company has an authorized capitalization as set forth in
the Prospectus, and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued and are
fully paid and non-assessable and conform to the description of the
Common Stock contained in the Prospectus; and all of the issued
shares of capital stock of each subsidiary of the Company have been
duly and validly authorized and issued, are fully paid and
non-assessable and (except for directors' qualifying shares and
except as set forth in the Prospectus) are owned directly or
indirectly by the Company, free and clear of all liens, encumbrances,
equities or claims;
(j) The Securities have been duly authorized, and, when
Designated Securities are issued and delivered pursuant to this
Agreement and the Pricing Agreement with respect to such Designated
Securities, such Designated Securities will have been duly executed,
<PAGE>
<PAGE> 6
authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Company entitled to the benefits
provided by the Indenture, which will be substantially in the form
filed as an exhibit to the Registration Statement; the Indenture has
been duly authorized and duly qualified under the Trust Indenture Act
and, at the Time of Delivery for such Designated Securities (as
defined in Section 4 hereof), the Indenture will constitute a valid
and legally binding instrument, enforceable in accordance with its
terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or
affecting creditors' rights and to general equity principles; and the
Indenture conforms, and the Designated Securities will conform, to
the descriptions thereof contained in the Prospectus as amended or
supplemented with respect to such Designated Securities;
(k) The issue and sale of the Securities and the compliance by
the Company with all of the provisions of the Securities, the
Indenture, this Agreement and any Pricing Agreement, and the
consummation of the transactions herein and therein contemplated will
not conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other material agreement
or instrument to which the Company is a party or by which the Company
is bound or to which any of the property or assets of the Company is
subject, nor will such action result in any violation of the
provisions of the Articles of Incorporation or By-laws of the Company
or any statute or any order, rule or regulation of any court,
insurance regulatory authority or other governmental agency or body
having jurisdiction over the Company or any of its subsidiaries or
any of their properties; and no consent, approval, authorization,
order, registration or qualification of or with any such court,
insurance regulatory authority or other governmental agency or body
is required for the issue and sale of the Securities or the
consummation by the Company of the transactions contemplated by this
Agreement or any Pricing Agreement or the Indenture, except such as
have been, or will have been prior to the Time of Delivery, obtained
under the Act and the Trust Indenture Act and such consents,
approvals, authorizations, registrations or qualifications as may be
required under state securities or Blue Sky laws in connection with
the purchase and distribution of the Securities by the Underwriters
or state laws relating to the payment of dividends by insurance
company subsidiaries;
(l) The statements set forth in the Prospectus under the
captions "Description of Debt Securities" and "Description of
Warrants", insofar as they purport to constitute a summary of the
terms of the Securities, and under the caption "Plan of
Distribution", insofar as they purport to describe the provisions of
the laws and documents referred to therein, are accurate, complete
and fair in all material respects;
(m) Neither the Company nor any of its Material Subsidiaries
is in violation of its Articles of Incorporation or By-laws or in
default in the performance or observance of any material obligation,
agreement, covenant or condition contained in any indenture, deed of
trust, loan agreement, note or other material instrument, contract,
mortgage or lease to which it is a party or by which it or any of its
properties may be bound;
(n) Other than as set forth in the Prospectus, there are no
legal or governmental proceedings pending to which the Company or any
of its subsidiaries is a party or of which any property of the
Company or any of its subsidiaries is the subject which could
individually or in the aggregate reasonably be expected to have a
Material Adverse Effect;
<PAGE>
<PAGE> 7
and, to the best of the Company's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened
by others;
(o) The Company is not and, after giving effect to the offering
and sale of the Securities, will not be an "investment company" or an
entity "controlled" by an "investment company", as such terms are
defined in the Investment Company Act of 1940, as amended (the
"Investment Company Act");
(p) Neither the Company nor any of its affiliates does business
with the government of Cuba or with any person or affiliate located
in Cuba within the meaning of Section 517.075, Florida Statutes;
(q) The description of the Company's reserves and reserving
methodology and assumptions set forth in the Prospectus is accurate
and fairly presents the information set forth therein in all material
respects; and
(r) Each of McGladrey & Pullen, LLP, who have certified certain
financial statements of the Company and its subsidiaries, and Arthur
Andersen, LLP, who have certified certain combined financial
statements of Alexander Hamilton, First Alexander Life Insurance
Company and Alexander Hamilton Capital Management, Inc., are, to the
best of the Company's knowledge, independent public accountants as
required by the Act and the rules and regulations of the Commission
thereunder.
3. Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the
release of such Designated Securities, the several Underwriters propose to
offer such Designated Securities for sale upon the terms and conditions set
forth in the Prospectus as amended or supplemented.
4. Designated Securities to be purchased by each Underwriter
pursuant to the Pricing Agreement relating thereto, in the form specified
in such Pricing Agreement, and in such authorized denominations and
registered in such names as the Representatives may request upon at least
forty-eight hours' prior notice to the Company, shall be delivered by or on
behalf of the Company to the Representatives for the account of such
Underwriter, against payment by such Underwriter or on its behalf of the
purchase price therefor by certified or official bank check or checks,
payable to the order of the Company in the funds specified in such Pricing
Agreement, all in the manner and at the place and time and date specified
in such Pricing Agreement or at such other place and time and date as the
Representatives and the Company may agree upon in writing, such time and
date being herein called the "Time of Delivery" for such Securities.
5. The Company agrees with each of the Underwriters of any
Designated Securities:
(a) To prepare the Prospectus as amended or supplemented in
relation to the applicable Designated Securities in a form approved
by the Representatives and to file such Prospectus pursuant to Rule
424(b) under the Act not later than the Commission's close of
business on the second business day following the execution and
delivery of the Pricing Agreement relating to the applicable
Designated Securities or, if applicable, such earlier time as may be
required by Rule 424(b); to make no further amendment or any
supplement to the Registration Statement or Prospectus as amended or
supplemented after the date of the Pricing Agreement relating to such
Securities and prior to the Time of Delivery for such Securities
which shall be reasonably disapproved by the Representatives for such
Securities promptly after reasonable notice thereof; to advise the
Representatives promptly
<PAGE>
<PAGE> 8
of any such amendment or supplement after such Time of Delivery and
furnish the Representatives with copies thereof; to file promptly all
reports and any definitive proxy or information statements required
to be filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the
delivery of a prospectus is required in connection with the offering
or sale of such Securities, and during such same period to advise the
Representatives, promptly after it receives notice thereof, of the
time when any amendment to the Registration Statement has been filed
or becomes effective or any supplement to the Prospectus or any
amended Prospectus has been filed with the Commission, of the
issuance by the Commission of any stop order or of any order
preventing or suspending the use of any prospectus relating to the
Securities, of the suspension of the qualification of such Securities
for offering or sale in any jurisdiction, of the initiation or
threatening of any proceeding for any such purpose, or of any request
by the Commission for the amending or supplementing of the
Registration Statement or Prospectus or for additional information;
and, in the event of the issuance of any such stop order or of any
such order preventing or suspending the use of any prospectus
relating to the Securities or suspending any such qualification, to
promptly use its best efforts to obtain the withdrawal of such order;
(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Securities for
offering and sale under the securities laws of such jurisdictions as
the Representatives may reasonably request and to comply with such
laws so as to permit the continuance of sales and dealings therein in
such jurisdictions for as long as may be necessary to complete the
distribution of such Securities, provided that in connection
therewith the Company shall not be required to qualify as a foreign
corporation or to file a general consent to service of process in any
jurisdiction;
(c) Prior to 10:00 a.m., New York City time, on the New York
Business Day next succeeding the date of the Pricing Agreement and
from time to time, to furnish the Underwriters with copies of the
Prospectus in New York City as amended or supplemented in such
quantities as the Representatives may reasonably request, and, if the
delivery of a prospectus is required at any time in connection with
the offering or sale of the Securities and if at such time any event
shall have occurred as a result of which the Prospectus as then
amended or supplemented would include an untrue statement of a
material fact or omit to state any material fact necessary in order
to make the statements therein, in the light of the circumstances
under which they were made when such Prospectus is delivered, not
misleading, or, if for any other reason it shall be necessary during
such same period to amend or supplement the Prospectus or to file
under the Exchange Act any document incorporated by reference in the
Prospectus in order to comply with the Act, the Exchange Act or the
Trust Indenture Act, to notify the Representatives and upon their
request to file such document and to prepare and furnish without
charge to each Underwriter and to any dealer in securities as many
copies as the Representatives may from time to time reasonably
request of an amended Prospectus or a supplement to the Prospectus
which will correct such statement or omission or effect such
compliance;
(d) To make generally available to its securityholders as soon
as practicable, but in any event not later than eighteen months after
the effective date of the Registration Statement
<PAGE>
<PAGE> 9
(as defined in Rule 158(c) under the Act), an earnings statement of
the Company and its subsidiaries (which need not be audited)
complying with Section 11(a) of the Act and the rules and regulations
of the Commission thereunder (including, at the option of the
Company, Rule 158); and
(e) During the period beginning from the date of the Pricing
Agreement for such Designated Securities and continuing to and
including the later of (i) the termination of trading restrictions
for such Designated Securities, as notified to the Company by the
Representatives and (ii) the Time of Delivery for such Designated
Securities, not to offer, sell, contract to sell or otherwise dispose
of any debt securities of the Company which mature more than one year
after such Time of Delivery and which are substantially similar to
such Designated Securities, without the prior written consent of the
Representatives.
6. The Company covenants and agrees with the several Underwriters
that the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Securities under the Act and all
other expenses in connection with the preparation, printing and filing of
the Registration Statement, any Preliminary Prospectus and the Prospectus
and amendments and supplements thereto and the mailing and delivering of
copies thereof to the Underwriters and dealers; (ii) the cost of printing
or producing any Agreement among Underwriters, this Agreement, any Pricing
Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda,
closing documents (including any compilations thereof) and any other
documents in connection with the offering, purchase, sale and delivery of
the Securities; (iii) all expenses in connection with the qualification of
the Securities for offering and sale under state securities laws as
provided in Section 5(b) hereof, including the fees and disbursements of
counsel for the Underwriters in connection with such qualification and in
connection with the Blue Sky and Legal Investment Surveys; (iv) any fees
charged by securities rating services for rating the Securities; (v) any
filing fees incident to, and the fees and disbursements of counsel for the
Underwriters in connection with, any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the
Securities; (vi) the cost of preparing the Securities; (vii) the fees and
expenses of any Trustee and any agent of any Trustee and the fees and
disbursements of counsel for any Trustee in connection with any Indenture
and the Securities; and (viii) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise
specifically provided for in this Section. It is understood, however,
that, except as provided in this Section, and Sections 8 and 11 hereof, the
Underwriters will pay all of their own costs and expenses, including the
fees of their counsel, transfer taxes on resale of any of the Securities by
them, and any advertising expenses connected with any offers they may make.
7. The obligations of the Underwriters of any Designated
Securities under the Pricing Agreement relating to such Designated
Securities shall be subject, in the discretion of the Representatives, to
the condition that all representations and warranties and other statements
of the Company in or incorporated by reference in the Pricing Agreement
relating to such Designated Securities are, at and as of the Time of
Delivery for such Designated Securities, true and correct, the condition
that the Company shall have performed all of its obligations hereunder
theretofore to be performed, and the following additional conditions:
(a) The Prospectus as amended or supplemented in relation to the
applicable Designated Securities shall have been filed with the
Commission pursuant to Rule 424(b) within the applicable time period
prescribed for such filing by the rules and regulations
<PAGE>
<PAGE> 10
under the Act and in accordance with Section 5(a) hereof; no stop
order suspending the effectiveness of the Registration Statement or
any part thereof shall have been issued and no proceeding for that
purpose shall have been initiated or threatened by the Commission;
and all requests for additional information on the part of the
Commission shall have been complied with to the Representatives'
reasonable satisfaction;
(b) Counsel for the Underwriters shall have furnished to the
Representatives such opinion or opinions (a draft of each such
opinion is attached as Annex IV(a) hereto), dated the Time of
Delivery for such Designated Securities, with respect to the
incorporation of the Company, the validity of the Designated
Securities being delivered at such Time of Delivery, the Registration
Statement, the Prospectus and such other related matters as the
Representatives may reasonably request, and such counsel shall have
received such papers and information as they may reasonably request
to enable them to pass upon such matters;
(c) Counsel for the Company reasonably satisfactory to the
Representatives shall have furnished to the Representatives their
written opinion (a draft of such opinion is attached as Annex IV(b)
hereto), dated the Time of Delivery for such Designated Securities,
in form and substance satisfactory to the Representatives, to the
effect that:
(i) Each of the Company and its Material Subsidiaries has
been duly incorporated and is validly existing as a corporation
in good standing under the laws of the jurisdiction of its
incorporation, with power and authority (corporate and other)
to own its properties and conduct its business substantially as
described in the Prospectus as amended or supplemented;
(ii) The Company has an authorized capitalization as set
forth in the Prospectus as amended or supplemented and all of
the issued shares of capital stock of the Company have been
duly and validly authorized and issued and are fully paid and
non-assessable;
(iii) All of the issued shares of capital stock of each
Material Subsidiary of the Company have been duly and validly
authorized and issued, are fully paid and non-assessable and
(except for directors' qualifying shares and except as set
forth in the Prospectus) are owned directly or indirectly by
the Company, free and clear of all liens, encumbrances,
equities or claims;
(iv) Each of the Insurance Subsidiaries is duly licensed
as an insurance company in the jurisdiction of its
incorporation and is duly licensed or authorized as an insurer
or reinsurer in each other jurisdiction where it is required to
be so licensed or authorized to conduct its business as
described in the Prospectus, except, with respect to such other
jurisdictions, where the failure to be so licensed or
authorized would not have a Material Adverse Effect; the
Company has made all required filings under the applicable
insurance holding company statutes of the State of North
Carolina and each other state or jurisdiction in which the
Company is required to make such filings, and is duly licensed
or admitted as an insurance holding company in each
jurisdiction where it is required to be so licensed or admitted
to conduct its business as described in the Prospectus, except,
with respect to such other jurisdictions, where the failure to
be so licensed or admitted would not have a Material Adverse
Effect; each of the Company and the Insurance
<PAGE>
<PAGE> 11
Subsidiaries has all other necessary Approvals of and from all
insurance authorities, commissions or other insurance
regulatory bodies to conduct its business substantially as
described in the Prospectus (other than certain Approvals
required in connection with the Company's purchase of Alexander
Hamilton, with respect to which assurances have been
obtained), except where to the failure to have such Approvals
would not have a Material Adverse Effect; and, to the best of
such counsel's knowledge after due investigation, none of the
Company or any Insurance Subsidiary has received any
notification from any insurance authority, commission or other
insurance regulatory body in the United States or elsewhere to
the effect that any additional Approval from such authority,
commission or body is needed to be obtained by the Company or
any Insurance Subsidiary (other than certain Approvals required
in connection with the Company's purchase of Alexander
Hamilton, with respect to which assurances have been obtained)
in any case where it could be reasonably expected that the
Company or any Insurance Subsidiary would in fact be required
either to obtain any such additional Approval or cease or
otherwise limit writing certain business and ceasing or
limiting such business would, or prospectively could, have a
Material Adverse Effect;
(v) Each of the Company and the Insurance Subsidiaries is
in substantial compliance with the requirements of the
insurance law of the jurisdiction of its incorporation and any
applicable regulations thereunder and has filed all Notices
required to be filed thereunder; each of the Company and the
Insurance Subsidiaries is in compliance with the insurance laws
and regulations of the States of California, Florida, New
Jersey, Ohio, Pennsylvania, South Carolina, Tennessee, Texas
and Virginia which are applicable to the Company and the
Insurance Subsidiaries (as the case may be) and has filed all
Notices required to be filed thereunder, except where the
failure to comply or file would not have a Material Adverse
Effect; and each of the Company and the Insurance Subsidiaries
has filed all Notices required to be filed pursuant to, and has
obtained all Approvals required to be obtained under, and has
otherwise complied with all requirements of, all applicable
insurance laws and regulations in connection with the issuance
and sale of the Securities;
(vi) Without limitation of the foregoing, the Company and
its subsidiaries, as applicable, have filed all Notices
required to be filed pursuant to, and have obtained all
Approvals required to be obtained under, any law or regulation
of the United States or the State of North Carolina or the
State of Michigan required for the issuance and sale by the
Company of the Securities, except for such Notices and
Approvals (i) as may be required under state securities,
insurance securities or Blue Sky laws in connection with the
purchase and distribution of the Securities by the
Representatives, or (ii) individually or in the aggregate, as
would not affect the transactions contemplated by this
Agreement or the Pricing Agreement; and no Approval of or with
any court or insurance regulatory agency or other governmental
agency or body having jurisdiction over the Company or any of
their properties known to such counsel is required for the
issue and sale of the Securities or the consummation by the
Company of the transactions contemplated by this Agreement or
the Pricing Agreement, except such Approvals (i) as may be
required
<PAGE>
<PAGE> 12
under state securities, insurance securities or Blue Sky laws
in connection with the purchase and distribution of the Securi-
ties by the Representatives, or (ii) in respect of which the
failure to obtain would neither affect the validity of the
Securities, their issuance or the transactions contemplated
hereby or subject the Company or the Company and its
subsidiaries, considered as a whole, to any material liability
or disability; and no insurance regulatory authority has
authority or jurisdiction to disapprove and/or prevent payments
of principal or interest on the Securities at the times
provided in the Securities;
(vii) The Company and its subsidiaries have good and
marketable title in fee simple to all real property owned by
them, in each case free and clear of all liens, encumbrances
and defects, and any real property and buildings held under
lease by the Company and its subsidiaries are held by them
under valid, subsisting and enforceable leases, except where
the failure to have such title or such leases would not have a
Material Adverse Effect;
(viii) To the best of such counsel's knowledge and other
than as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of
its subsidiaries is a party or of which any property of the
Company or any of its subsidiaries is the subject which could
individually or in the aggregate reasonably be expected to have
a Material Adverse Effect; and, to the best of such counsel's
knowledge, no such proceedings are threatened or contemplated
by governmental authorities or threatened by others;
(ix) This Agreement and the Pricing Agreement with respect
to the Designated Securities have been duly authorized,
executed and delivered by the Company;
(x) The Designated Securities have been duly authorized,
executed, authenticated, issued and delivered and constitute
valid and legally binding obligations of the Company entitled
to the benefits provided by the Indenture; and the Designated
Securities and the Indenture conform to the descriptions
thereof in the Prospectus as amended or supplemented;
(xi) The Indenture has been duly authorized, executed and
delivered by the parties thereto and constitutes a valid and
legally binding instrument, enforceable in accordance with its
terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating
to or affecting creditors' rights and to general equity
principles; and the Indenture has been duly qualified under the
Trust Indenture Act;
(xii) The issue and sale of the Designated Securities and
the compliance by the Company with all of the provisions of the
Designated Securities, the Indenture, this Agreement and the
Pricing Agreement with respect to the Designated Securities and
the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan
agreement or other material agreement or instrument known to
such counsel to which the Company is a party or by which the
Company is bound or to which any of the property or assets of
the Company is subject, nor will such actions result in any
violation of the provisions of the Articles of Incorporation or
By-laws of the
<PAGE>
<PAGE> 13
Company or any statute or any order, rule or regulation known
to such counsel of any court or governmental agency or body
having jurisdiction over the Company or any of its properties;
(xiii) No consent, approval, authorization, order,
registration or qualification of or with any such court or
governmental agency or body is required for the issue and sale
of the Designated Securities or the consummation by the Company
of the transactions contemplated by this Agreement or such
Pricing Agreement or the Indenture, except such as have been
obtained under the Act and the Trust Indenture Act and such
consents, approvals, authorizations, orders, registrations or
qualifications as may be required under state securities or
Blue Sky laws in connection with the purchase and distribution
of the Designated Securities by the Underwriters or state laws
relating to the payment of dividends by insurance company
subsidiaries;
(xiv) Neither the Company nor any of its Material
Subsidiaries is in violation of its By-laws or Articles of
Incorporation or in default in the performance or observance of
any material obligation, agreement, covenant or condition
contained in any indenture, deed of trust, loan agreement, note
or other material instrument, contract, mortgage or lease to
which it is a party or by which it or any of its properties may
be bound;
(xv) The statements set forth in the Prospectus under the
captions "Description of Debt Securities" and "Description of
Warrants" insofar as they purport to constitute a summary of
the terms of the Securities, and under the caption "Plan of
Distribution" and under any corresponding caption in any
supplement to the Prospectus, insofar as they purport to
describe the provisions of the laws and documents referred to
therein, are accurate, complete and fair in all material
respects;
(xvi) The Company is not an "investment company" or an
entity "controlled" by an "investment company", as such terms
are defined in the Investment Company Act;
(xvii) The documents incorporated by reference in the
Prospectus as amended or supplemented (other than the financial
statements and related schedules therein, as to which such
counsel need express no opinion), when they became effective or
were filed with the Commission, as the case may be, complied as
to form in all material respects with the requirements of the
Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder; and they have no
reason to believe that any of such documents, when they became
effective or were so filed, as the case may be, contained, in
the case of a registration statement which became effective
under the Act, an untrue statement of a material fact or
omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, or,
in the case of other documents which were filed under the Act
or the Exchange Act with the Commission, an untrue statement of
a material fact or omitted to state a material fact necessary
in order to make the statements therein, in the light of the
<PAGE>
<PAGE> 14
circumstances under which they were made when such documents
were so filed, not misleading; and
(xviii) The Registration Statement and the Prospectus as
amended or supplemented and any further amendments and
supplements thereto made by the Company prior to the Time of
Delivery for the Designated Securities (other than the
financial statements and related schedules and other financial
data therein, as to which such counsel need express no opinion)
comply as to form in all material respects with the
requirements of the Act and the Trust Indenture Act and the
rules and regulations thereunder; although they do not assume
any responsibility for the accuracy, completeness or fairness
of the statements contained in the Registration Statement or
the Prospectus, except for those referred to in the opinion in
subsection (x) of this Section 7(c), they have no reason to
believe that, as of its effective date, the Registration
Statement or any further amendment thereto made by the Company
prior to the Time of Delivery (other than the financial
statements and related schedules and other financial data
therein, as to which such counsel need express no opinion)
contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or
necessary to make the statements therein not misleading or
that, as of its date, the Prospectus as amended or supplemented
or any further amendment or supplement thereto made by the
Company prior to the Time of Delivery (other than the financial
statements and related schedules and other financial data
therein, as to which such counsel need express no opinion)
contained an untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made,
not misleading or that, as of the Time of Delivery, either the
Registration Statement or the Prospectus as amended or
supplemented or any further amendment or supplement thereto
made by the Company prior to the Time of Delivery (other than
the financial statements and related schedules and other
financial data therein, as to which such counsel need express
no opinion) contains an untrue statement of a material fact or
omits to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they
were made, not misleading; and they do not know of any
amendment to the Registration Statement required to be filed or
any contracts or other documents of a character required to be
filed as an exhibit to the Registration Statement or required
to be incorporated by reference into the Prospectus as amended
or supplemented or required to be described in the Registration
Statement or the Prospectus as amended or supplemented which
are not filed or incorporated by reference or described as
required.
(d) On the date of the Pricing Agreement for such Designated
Securities at a time prior to the execution of the Pricing Agreement
with respect to such Designated Securities and at the Time of
Delivery for such Designated Securities, the independent accountants
who have certified the financial statements of the Company and its
subsidiaries included or incorporated by reference in the
Registration Statement shall have furnished to the Representatives a
letter, dated the effective date of the Registration Statement or the
date of the most recent report filed with the Commission containing
financial statements and incorporated by reference in the
Registration Statement, if the date of such report is later than such
effective date, and a letter dated such Time of Delivery,
respectively, to the
<PAGE>
<PAGE> 15
effect set forth in Annex II hereto, and with respect to such letter
dated such Time of Delivery, as to such other matters as the
Representatives may reasonably request and in form and substance
satisfactory to the Representatives (the executed copy of the letter
delivered prior to the execution of this Agreement is attached as
Annex II(a) hereto and a draft of the form of letter to be delivered
on the effective date of any post-effective amendment to the
Registration Statement and as of each Time of Delivery is attached as
Annex II(b) hereto);
(e) (i) Neither the Company nor any of its Material Subsidiaries
shall have sustained since the date of the latest audited financial
statements included or incorporated by reference in the Prospectus as
amended prior to the date of the Pricing Agreement relating to the
Designated Securities any loss or interference with its business from
fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action,
order or decree, otherwise than as set forth or contemplated in the
Prospectus as amended prior to the date of the Pricing Agreement
relating to the Designated Securities, (ii) since the respective
dates as of which information is given in the Prospectus as amended
prior to the date of the Pricing Agreement relating to the Designated
Securities there shall not have been any change in the capital stock
(other than as a result of the Company's employee and director stock
option and stock repurchase programs) or increases in long-term debt
of, or guaranteed by, the Company or any of its subsidiaries or any
change, or any development involving a prospective change in or
affecting the general affairs, management, financial position,
shareholders' equity or results of operations of the Company and its
subsidiaries considered as a whole, otherwise than as set forth or
contemplated in the Prospectus as amended prior to the date of the
Pricing Agreement relating to the Designated Securities, and
(iii) since the respective dates as of which information is given in
the Prospectus, there has not been any material adverse change, or
any development involving a prospective material adverse change, (x)
in or affecting the Company's and its subsidiaries' consolidated
investments, including, without limitation, third party mortgage
loans, or other real estate investments, or (y) in or affecting the
Company's and its subsidiaries' contingent funding commitments (on a
consolidated basis), other than in either case (x) or (y) above as
set forth or contemplated in the Prospectus; the effect of which, in
any such case described in Clause (i), (ii) or (iii) is in the
judgment of the Representatives so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or
the delivery of the Designated Securities on the terms and in the
manner contemplated in the Prospectus as first amended or
supplemented relating to the Designated Securities;
(f) On or after the date of the Pricing Agreement relating to
the Designated Securities (i) no downgrading shall have occurred in
the rating accorded the Company's debt securities or preferred stock
or the financial strength or claims paying ability of the Company,
Jefferson-Pilot Life Insurance Company or Alexander Hamilton by any
"nationally recognized statistical rating organization", as that term
is defined by the Commission for purposes of Rule 436(g)(2) under the
Act, and (ii) no such organization shall have publicly announced that
it has under surveillance or review, with possible negative
implications, its rating of any of the Company's debt securities or
preferred stock or the financial strength or claims paying ability of
the Company, Jefferson-Pilot Life Insurance Company or Alexander
Hamilton;
<PAGE>
<PAGE> 16
(g) On or after the date of the Pricing Agreement relating to
the Designated Securities there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange; (ii) a
suspension or material limitation in trading in the Company's
securities on the New York Stock Exchange; (iii) a general moratorium
on commercial banking activities declared by Federal or New York or
North Carolina State authorities; or (iv) the outbreak or escalation
of hostilities involving the United States or the declaration by the
United States of a national emergency or war, if the effect of any
such event specified in this Clause (iv) in the judgment of the
Representatives makes it impracticable or inadvisable to proceed with
the public offering or the delivery of the Designated Securities on
the terms and in the manner contemplated in the Prospectus as first
amended or supplemented relating to the Designated Securities;
(h) The Company shall have complied with the provisions of
Section 5(c) hereof with respect to the furnishing of prospectuses on
the New York Business Day next succeeding the date of the Pricing
Agreement; and
(i) The Company shall have furnished or caused to be furnished
to the Representatives at the Time of Delivery for the Designated
Securities a certificate or certificates of officers of the Company
satisfactory to the Representatives as to the accuracy of the
representations and warranties of the Company herein at and as of
such Time of Delivery, as to the performance by the Company of all of
its obligations hereunder to be performed at or prior to such Time of
Delivery, as to the matters set forth in subsections (a) and (e) of
this Section and as to such other matters as the Representatives may
reasonably request.
8. (a) The Company will indemnify and hold harmless each
Underwriter against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended or supplemented and any
other prospectus relating to the Securities, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, and will reimburse each
Underwriter for any legal or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any such action
or claim as such expenses are incurred; provided, however, that the Company
shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made
in any Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended or supplemented and any
other prospectus relating to the Securities, or any such amendment or
supplement in reliance upon and in conformity with written information
furnished to the Company by any Underwriter of Designated Securities
through the Representatives expressly for use in the Prospectus as amended
or supplemented relating to such Securities.
(b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof)
<PAGE>
<PAGE> 17
arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the
Prospectus as amended or supplemented and any other prospectus relating to
the Securities, or any amendment or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission or
alleged omission was made in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as
amended or supplemented and any other prospectus relating to the
Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such
Underwriter through the Representatives expressly for use therein; and will
reimburse the Company for any legal or other expenses reasonably incurred
by the Company in connection with investigating or defending any such
action or claim as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement thereof; but the omission
so to notify the indemnifying party shall not relieve it from any liability
which it may have to any indemnified party otherwise than under such
subsection. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying
party shall not be liable to such indemnified party under such subsection
for any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the written consent of the indemnified
party, effect the settlement or compromise of, or consent to the entry of
any judgment with respect to, any pending or threatened action or claim in
respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to
such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act,
by or on behalf of any indemnified party.
(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters of the Designated Securities on the other
from the offering of the Designated Securities to which such loss, claim,
damage or liability (or action in respect thereof) relates. If, however,
the allocation provided by the immediately preceding sentence is not
<PAGE>
<PAGE> 18
permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party
shall contribute to such amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company on the one hand and the
Underwriters of the Designated Securities on the other in connection with
the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other
relevant equitable considerations. The relative benefits received by the
Company on the one hand and such Underwriters on the other shall be deemed
to be in the same proportion as the total net proceeds from such offering
(before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by such Underwriters. The
relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or such Underwriters on
the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission. The Company and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to above in
this subsection (d). The amount paid or payable by an indemnified party as
a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subsection (d) shall be deemed
to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the applicable Designated
Securities underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The obligations of the Underwriters of
Designated Securities in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations with respect to
such Securities and not joint.
(e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Act; and the obligations
of the Underwriters under this Section 8 shall be in addition to any
liability which the respective Underwriters may otherwise have and shall
extend, upon the same terms and conditions, to each officer and director of
the Company and to each person, if any, who controls the Company within the
meaning of the Act.
9. (a) If any Underwriter shall default in its obligation to
purchase the Designated Securities which it has agreed to purchase under
the Pricing Agreement relating to such Designated Securities, the
Representatives may in their discretion arrange for themselves or another
party or other parties to purchase such Designated Securities on the terms
contained herein. If within thirty-six hours after such default by any
Underwriter the Representatives do not arrange for the purchase of such
Designated Securities, then the Company shall be entitled to a further
period of thirty-six hours within which to procure another party or other
parties
<PAGE>
<PAGE> 19
satisfactory to the Representatives to purchase such Designated Securities
on such terms. In the event that, within the respective prescribed period,
the Representatives notify the Company that they have so arranged for the
purchase of such Designated Securities, or the Company notifies the
Representatives that it has so arranged for the purchase of such Designated
Securities, the Representatives or the Company shall have the right to
postpone the Time of Delivery for such Designated Securities for a period
of not more than seven days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus
as amended or supplemented, or in any other documents or arrangements, and
the Company agrees to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary. The term "Underwriter" as
used in this Agreement shall include any person substituted under this
Section with like effect as if such person had originally been a party to
the Pricing Agreement with respect to such Designated Securities.
(b) If, after giving effect to any arrangements for the purchase of
the Designated Securities of a defaulting Underwriter or Underwriters by
the Representatives and the Company as provided in subsection (a) above,
the aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount
of the Designated Securities, then the Company shall have the right to
require each non-defaulting Underwriter to purchase the principal amount of
Designated Securities which such Underwriter agreed to purchase under the
Pricing Agreement relating to such Designated Securities and, in addition,
to require each non-defaulting Underwriter to purchase its pro rata share
(based on the principal amount of Designated Securities which such
Underwriter agreed to purchase under such Pricing Agreement) of the
Designated Securities of such defaulting Underwriter or Underwriters for
which such arrangements have not been made; but nothing herein shall
relieve a defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of
the Designated Securities of a defaulting Underwriter or Underwriters by
the Representatives and the Company as provided in subsection (a) above,
the aggregate principal amount of Designated Securities which remains
unpurchased exceeds one-eleventh of the aggregate principal amount of the
Designated Securities, as referred to in subsection (b) above, or if the
Company shall not exercise the right described in subsection (b) above to
require non-defaulting Underwriters to purchase Designated Securities of a
defaulting Underwriter or Underwriters, then the Pricing Agreement relating
to such Designated Securities shall thereupon terminate, without liability
on the part of any non-defaulting Underwriter or the Company, except for
the expenses to be borne by the Company and the Underwriters as provided in
Section 6 hereof and the indemnity and contribution agreements in Section 8
hereof; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.
10. The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several
Underwriters, as set forth in this Agreement or made by or on behalf of
them, respectively, pursuant to this Agreement, shall remain in full force
and effect, regardless of any investigation (or any statement as to the
results thereof) made by or on behalf of any Underwriter or any controlling
person of any Underwriter, or the Company, or any officer or director or
controlling person of the Company, and shall survive delivery of and
payment for the Securities.
<PAGE>
<PAGE> 20
11. If any Pricing Agreement shall be terminated pursuant to
Section 9 hereof, the Company shall not then be under any liability to any
Underwriter with respect to the Designated Securities covered by such
Pricing Agreement except as provided in Sections 6 and 8 hereof; but, if
for any other reason Designated Securities are not delivered by or on
behalf of the Company as provided herein, the Company will reimburse the
Underwriters through the Representatives for all out-of-pocket expenses
approved in writing by the Representatives, including fees and
disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of such Designated
Securities, but the Company shall then be under no further liability to any
Underwriter with respect to such Designated Securities except as provided
in Sections 6 and 8 hereof.
12. In all dealings hereunder, the Representatives of the
Underwriters of Designated Securities shall act on behalf of each of such
Underwriters, and the parties hereto shall be entitled to act and rely upon
any statement, request, notice or agreement on behalf of any Underwriter
made or given by such Representatives jointly or by such of the
Representatives, if any, as may be designated for such purpose in the
Pricing Agreement.
All statements, requests, notices and agreements hereunder shall be
in writing, and if to the Underwriters shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Representatives as
set forth in the Pricing Agreement; and if to the Company shall be
delivered or sent by mail, telex or facsimile transmission to the address
of the Company set forth in the Registration Statement: Attention:
Secretary; provided, however, that any notice to an Underwriter pursuant to
Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile
transmission to such Underwriter at its address set forth in its
Underwriters' Questionnaire, or telex constituting such Questionnaire,
which address will be supplied to the Company by the Representatives upon
request. Any such statements, requests, notices or agreements shall take
effect upon receipt thereof.
13. This Agreement and each Pricing Agreement shall be binding
upon, and inure solely to the benefit of, the Underwriters, the Company
and, to the extent provided in Sections 8 and 10 hereof, the officers and
directors of the Company and each person who controls the Company or any
Underwriter, and their respective heirs, executors, administrators,
successors and assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement or any such Pricing Agreement. No
purchaser of any of the Securities from any Underwriter shall be deemed a
successor or assign by reason merely of such purchase.
14. Time shall be of the essence of each Pricing Agreement. As
used herein, "business day" shall mean any day when the Commission's office
in Washington, D.C. is open for business.
15. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
<PAGE>
<PAGE> 21
16. This Agreement and each Pricing Agreement may be executed by
any one or more of the parties hereto and thereto in any number of
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same
instrument.
Very truly yours,
Jefferson-Pilot Corporation
By: . . . . . . . . . . . . . . .
Name:
Title:
<PAGE>
<PAGE> 1
ANNEX I
Pricing Agreement
Goldman, Sachs & Co.,
[NAMES OF CO-REPRESENTATIVE(S),]
As Representatives of the several
Underwriters named in Schedule I hereto,
[C/O GOLDMAN, SACHS & CO.,]
85 Broad Street,
New York, New York 10004.
,1995
Ladies and Gentlemen:
JEFFERSON-PILOT CORPORATION, a NORTH CAROLINA corporation (the
"Company"), proposes, subject to the terms and conditions stated herein and
in the Underwriting Agreement, dated . . . . . . . . . . . ., 1995 (the
"Underwriting Agreement"), to issue and sell to the Underwriters named in
Schedule I hereto (the "Underwriters") the Securities specified in Schedule
II hereto (the "Designated Securities"). Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its entirety,
and shall be deemed to be a part of this Agreement to the same extent as if
such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have
been made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of
the Underwriting Agreement shall be deemed to be a representation or
warranty as of the date of the Underwriting Agreement in relation to the
Prospectus (as therein defined), and also a representation and warranty as
of the date of this Pricing Agreement in relation to the Prospectus as
amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives
herein and in the provisions of the Underwriting Agreement so incorporated
by reference shall be deemed to refer to you. Unless otherwise defined
herein, terms defined in the Underwriting Agreement are used herein as
therein defined. The Representatives designated to act on behalf of the
Representatives and on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 12 of the Underwriting Agreement and the
address of the Representatives referred to in such Section 12 are set forth
at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in
the form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the
time and place and at the purchase price to the Underwriters set forth in
Schedule II hereto, the principal amount of Designated Securities set forth
opposite the name of such Underwriter in Schedule I hereto.
<PAGE>
<PAGE> 2
If the foregoing is in accordance with your understanding, please
sign and return to us [ONE FOR THE COMPANY AND EACH OF THE REPRESENTATIVES
PLUS ONE FOR EACH COUNSEL] counterparts hereof, and upon acceptance hereof
by you, on behalf of each of the Underwriters, this letter and such
acceptance hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding agreement
between each of the Underwriters and the Company. It is understood that
your acceptance of this letter on behalf of each of the Underwriters is or
will be pursuant to the authority set forth in a form of Agreement among
Underwriters, the form of which shall be submitted to the Company for
examination upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
JEFFERSON-PILOT CORPORATION
By: . . . . . . . . . . . . . . .
Name:
Title:
Accepted as of the date hereof:
[GOLDMAN, SACHS & CO.
[NAME(S) OF CO-REPRESENTATIVE(S)](1)]
[BY: (1)] . . . . . . . . . . . . . . . .
(Goldman, Sachs & Co.)
[[NAME(S) OF CO-REPRESENTATIVE CORPORATION(S)]
BY: . . . . . . . . . . . . . . . . . . .
NAME:
TITLE:
. . . . . . . . . . . . . . . . . . .
[(NAME(S) OF CO-REPRESENTATIVE
PARTNERSHIP(S))](1)]
On behalf of each of the Underwriters
<PAGE>
<PAGE> 3
SCHEDULE I
PRINCIPAL
AMOUNT OF
DESIGNATED
SECURITIES
TO BE
UNDERWRITER PURCHASED
Goldman, Sachs & Co. $
[NAME(S) OF CO-REPRESENTATIVE(S)(1)]
[NAMES OF OTHER UNDERWRITERS]
Total $
<PAGE>
<PAGE> 1
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
[ %] [Floating Rate] [Zero Coupon] [Notes]
[Debentures] due ,
AGGREGATE PRINCIPAL AMOUNT:
[$]
PRICE TO PUBLIC:
% of the principal amount of the Designated Securities, plus
accrued interest[, if any,] from to [and accrued
amortization[, if any,] from to ]
PURCHASE PRICE BY UNDERWRITERS:
% of the principal amount of the Designated Securities, plus
accrued interest from to [and accrued
amortization[, if any,] from to ]
FORM OF DESIGNATED SECURITIES:
[Definitive form to be made available for checking and packaging at
least twenty-four hours prior to the Time of Delivery at the office of
[The Depository Trust Company or its designated custodian] [the
Representatives]](13)
[Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian, to be made available for checking by the Representatives at
least twenty-four hours prior to the Time of Delivery at the office of
DTC.](14)
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
[New York] Clearing House (next day) funds(15)
TIME OF DELIVERY:
a.m. (New York City time), , 19
INDENTURE:
Indenture dated , 1995 , between the Company and
, as Trustee
MATURITY:
<PAGE>
<PAGE> 2
INTEREST RATE:
[ %] [Zero Coupon] [See Floating Rate Provisions]
INTEREST PAYMENT DATES:
[months and dates, commencing ....................., 19..]
REDEMPTION PROVISIONS:
[No provisions for redemption]
[The Designated Securities may be redeemed, otherwise than through the
sinking fund, in whole or in part at the option of the Company, in the
amount of [$ ] or an integral multiple thereof,
[on or after , at the following redemption prices (expressed
in percentages of principal amount). If [redeemed on or before
, %, and if] redeemed during the 12-month period beginning ,
REDEMPTION
YEAR PRICE
and thereafter at 100% of their principal amount, together in each
case with accrued interest to the redemption date.]
[on any interest payment date falling on or after ,
, at the election of the Company, at a redemption price equal to the
principal amount thereof, plus accrued interest to the date of
redemption.]]
[Other possible redemption provisions, such as mandatory redemption
upon occurrence of certain events or redemption for changes in tax
law]
[Restriction on refunding]
SINKING FUND PROVISIONS:
[No sinking fund provisions]
[The Designated Securities are entitled to the benefit of a sinking
fund to retire [$ ] principal amount of Designated Securities on
in each of the years through
at 100% of their principal amount plus accrued interest[,
together with [cumulative] [noncumulative] redemptions at the option
of the Company to retire an additional [$ ] principal amount
of Designated Securities in the years through at 100% of
their principal amount plus accrued interest.]
[If Designated Securities are extendable debt securities, insert--
<PAGE>
<PAGE> 3
EXTENDABLE PROVISIONS:
Designated Securities are repayable on , [insert date
and years], at the option of the holder, at their principal amount
with accrued interest. The initial annual interest rate will be
%, and thereafter the annual interest rate will be adjusted on
, and to a rate not less than % of
the effective annual interest rate on U.S. Treasury obligations with
-year maturities as of the [insert date 15 days prior to maturity
date] prior to such [insert maturity date].]
[If Designated Securities are floating rate debt securities, insert--
FLOATING RATE PROVISIONS:
Initial annual interest rate will be % through [and
thereafter will be adjusted [monthly] [on each , ,
and ] [to an annual rate of % above the average rate for
-year [month][securities][certificates of deposit] issued by
and [insert names of banks].] [and the annual
interest rate [thereafter] [from
through ] will be the interest yield equivalent of the
weekly average per annum market discount rate for -month
Treasury bills plus % of Interest Differential (the excess, if
any, of (i) the then current weekly average per annum secondary market
yield for -month certificates of deposit over (ii) the then
current interest yield equivalent of the weekly average per annum
market discount rate for -month Treasury bills); [from
and thereafter the rate will be the then current interest yield
equivalent plus % of Interest Differential].]
DEFEASANCE PROVISIONS:
EXCHANGE OR CONVERSION PROVISIONS:
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
ADDITIONAL CLOSING CONDITIONS:
Paragraph 7(g) of the Underwriting Agreement should be modified in the
event that the Securities are denominated in, indexed to, or principal
or interest are paid in, a currency other than the U.S. dollar, more
than one currency or in a composite currency. The country or countries
issuing such currency should be added to the banking moratorium and
hostilities clauses and the following additional clause should be added
to the paragraph (the entire paragraph should be restated, as amended):
"; ( ) the imposition of the proposal of exchange controls by any
governmental authority in [insert the country or countries issuing such
currency, currencies or composite currency]".
<PAGE>
<PAGE> 4
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives:
Address for Notices, etc.:
[OTHER TERMS]*:
* A description of particular tax, accounting or other unusual
features (such as the addition of event risk provisions) of the
Designated Securities should be set forth, or referenced to an
attached and accompanying description, if necessary, to ensure
agreement as to the terms of the Designated Securities to be
purchased and sold. Such a description might appropriately be in
the form in which such features will be described in the Prospectus
Supplement for the offering.
<PAGE>
<PAGE> 1
SCHEDULE III
Material Subsidiaries
Jefferson-Pilot Life Insurance Company
Alexander Hamilton Life Insurance Company of America
Jefferson-Pilot Communications Company
<PAGE>
<PAGE> 1
ANNEX II
Pursuant to Section 7(d) of the Underwriting Agreement, the
accountants shall furnish letters to the Underwriters to the effect that:
(i) They are independent certified public accountants with
respect to the Company and its subsidiaries within the meaning of the
Act and the applicable published rules and regulations thereunder;
(ii) In their opinion, the financial statements and any
supplementary financial information and schedules audited (and, if
applicable, financial forecasts and/or pro forma financial
information) examined by them and included or incorporated by
reference in the Registration Statement or the Prospectus comply as
to form in all material respects with the applicable accounting
requirements of the Act or the Exchange Act, as applicable, and the
related published rules and regulations thereunder; and, if
applicable, they have made a review in accordance with standards
established by the American Institute of Certified Public Accountants
of the consolidated interim financial statements, selected financial
data, pro forma financial information, financial forecasts and/or
condensed financial statements derived from audited financial
statements of the Company for the periods specified in such letter,
as indicated in their reports thereon, copies of which have been
separately furnished to the representative or representatives of the
Underwriters (the "Representatives") such term to include an
Underwriter or Underwriters who act without any firm being designated
as its or their representatives;
(iii) They have made a review in accordance with standards
established by the American Institute of Certified Public Accountants
of the unaudited condensed consolidated statements of income,
consolidated balance sheets and consolidated statements of cash flows
included in the Prospectus and/or included in the Company's quarterly
report on Form 10-Q incorporated by reference into the Prospectus as
indicated in their reports thereon copies of which have been
separately furnished to the Representatives; and on the basis of
specified procedures including inquiries of officials of the Company
who have responsibility for financial and accounting matters
regarding whether the unaudited condensed consolidated financial
statements referred to in paragraph (vi)(A)(i) below comply as to
form in all material respects with the applicable accounting
requirements of the Act and the Exchange Act and the related
published rules and regulations, nothing came to their attention that
caused them to believe that the unaudited condensed consolidated
financial statements do not comply as to form in all material
respects with the applicable accounting requirements of the Act and
the Exchange Act and the related published rules and regulations;
(iv) The unaudited selected financial information with respect
to the consolidated results of operations and financial position of
the Company for the five most recent fiscal years included in the
Prospectus and included or incorporated by reference in Item 6 of the
Company's Annual Report on Form 10-K for the most recent fiscal year
agrees with the corresponding amounts (after restatement where
applicable) in the audited consolidated financial statements for five
such fiscal years which were included or incorporated by reference in
the Company's Annual Reports on Form 10-K for such fiscal years;
<PAGE>
<PAGE> 2
(v) They have compared the information in the Prospectus under
selected captions with the disclosure requirements of Regulation S-K
and on the basis of limited procedures specified in such letter
nothing came to their attention as a result of the foregoing
procedures that caused them to believe that this information does not
conform in all material respects with the disclosure requirements of
Items 301, 302, 402 and 503(d), respectively, of Regulation S-K;
(vi) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards,
consisting of a reading of the unaudited financial statements and
other information referred to below, a reading of the latest
available interim financial statements of the Company and its
subsidiaries, inspection of the minute books of the Company and its
subsidiaries since the date of the latest audited financial
statements included or incorporated by reference in the Prospectus,
inquiries of officials of the Company and its subsidiaries
responsible for financial and accounting matters and such other
inquiries and procedures as may be specified in such letter, nothing
came to their attention that caused them to believe that:
(A) (i) the unaudited condensed consolidated statements of
income, consolidated balance sheets and consolidated statements of
cash flows included in the Prospectus and/or included or incorporated
by reference in the Company's Quarterly Reports on Form 10-Q
incorporated by reference in the Prospectus do not comply as to form
in all material respects with the applicable accounting requirements
of the Exchange Act and the related published rules and regulations,
or (ii) any material modifications should be made to the unaudited
condensed consolidated statements of income, consolidated balance
sheets and consolidated statements of cash flows included in the
Prospectus or included in the Company's Quarterly Reports on Form 10-
Q incorporated by reference in the Prospectus for them to be in
conformity with generally accepted accounting principles;
(B) any other unaudited income statement data and balance
sheet items included in the Prospectus do not agree with the
corresponding items in the unaudited consolidated financial
statements from which such data and items were derived, and any such
unaudited data and items were not determined on a basis substantially
consistent with the basis for the corresponding amounts in the
audited consolidated financial statements included or incorporated by
reference in the Company's Annual Report on Form 10-K for the most
recent fiscal year;
(C) the unaudited financial statements which were not
included in the Prospectus but from which were derived the unaudited
condensed financial statements referred to in clause (A) and any
unaudited income statement data and balance sheet items included in
the Prospectus and referred to in Clause (B) were not determined on a
basis substantially consistent with the basis for the audited
financial statements included or incorporated by reference in the
Company's Annual Report on Form 10-K for the most recent fiscal year;
(D) any unaudited pro forma consolidated condensed financial
statements included or incorporated by reference in the Prospectus do
not comply as to form in all material respects with the applicable
accounting requirements of the Act and the published
<PAGE>
<PAGE> 3
rules and regulations thereunder or the pro forma adjustments have
not been properly applied to the historical amounts in the
compilation of those statements;
(E) as of a specified date not more than five days prior to
the date of such letter, there have been any changes in the
consolidated capital stock (other than issuances of capital stock
upon exercise of options and stock appreciation rights, upon
earn-outs of performance shares and upon conversions of convertible
securities, in each case which were outstanding on the date of the
latest balance sheet included or incorporated by reference in the
Prospectus) or any increase in the consolidated long-term debt of the
Company and its subsidiaries, or any decreases in consolidated net
current assets or stockholders' equity or other items specified by
the Representatives, or any increases in any items specified by the
Representatives, in each case as compared with amounts shown in the
latest balance sheet included or incorporated by reference in the
Prospectus, except in each case for changes, increases or decreases
which the Prospectus discloses have occurred or may occur or which
are described in such letter; and
(F) for the period from the date of the latest financial
statements included or incorporated by reference in the Prospectus to
the specified date referred to in Clause (E) there were any decreases
in consolidated net revenues or operating profit or the total or per
share amounts of consolidated net income or other items specified by
the Representatives, or any increases in any items specified by the
Representatives, in each case as compared with the comparable period
of the preceding year and with any other period of corresponding
length specified by the Representatives, except in each case for
increases or decreases which the Prospectus discloses have occurred
or may occur or which are described in such letter; and
(vii) In addition to the audit referred to in their report(s)
included or incorporated by reference in the Prospectus and the
limited procedures, inspection of minute books, inquiries and other
procedures referred to in paragraphs (iii) and (vi) above, they have
carried out certain specified procedures, not constituting an audit
in accordance with generally accepted auditing standards, with
respect to certain amounts, percentages and financial information
specified by the Representatives which are derived from the general
accounting records of the Company and its subsidiaries, which appear
in the Prospectus (excluding documents incorporated by reference), or
in Part II of, or in exhibits and schedules to, the Registration
Statement specified by the Representatives or in documents
incorporated by reference in the Prospectus specified by the
Representatives, and have compared certain of such amounts,
percentages and financial information with the accounting records of
the Company and its subsidiaries and have found them to be in
agreement.
All references in this Annex II to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein) as defined in the Underwriting Agreement as of the date of the
letter delivered on the date of the Pricing Agreement for purposes of such
letter and to the Prospectus as amended or supplemented (including the
documents incorporated by reference therein) in relation to the applicable
Designated Securities for purposes of the letter delivered at the Time of
Delivery for such Designated Securities.
<PAGE>
<PAGE> 1
GOLDMAN, SACHS & CO.
FORM OF DELAYED DELIVERY
PROVISIONS AND CONTRACT
(FOR USE IN DEBT MODEL B)
The following provisions should be used in the case of an
Underwriting Agreement with respect to a shelf registration statement where
a portion of the Designated Securities specified in Schedule II to a
Pricing Agreement may be sold pursuant to Delayed Delivery Contracts. Note
carefully the definitions of "Contract Securities", "Underwriters'
Securities" and "Designated Securities." The last term is intended to apply
to all Designated Securities which the Underwriters are obligated to
purchase under a Pricing Agreement before giving effect to any deduction
for Contract Securities but after giving effect to any additional
Designated Securities which the Underwriters are obligated to purchase by
reason of the default provisions of Section 9 of the Underwriting
Agreement. It is assumed that there will be no Underwriters' over-allotment
option.
In lieu of the existing introductory paragraph of the Underwriting
Agreement, insert the following:
"From time to time JEFFERSON-PILOT CORPORATION (the "Company")
proposes to enter into one or more Pricing Agreements (each a
"Pricing Agreement") in the form of Annex I hereto, with such
additions and deletions as the parties thereto may determine, and,
subject to the terms and conditions stated herein and therein, to
issue and sell to the firms named in Schedule I to the applicable
Pricing Agreement (such firms constituting the "Underwriters" with
respect to such Pricing Agreement and the securities specified
therein) certain of its debt securities (the "Securities") specified
in Schedule II to such Pricing Agreement (with respect to such
Pricing Agreement, the "Designated Securities"), less the principal
amount of Designated Securities covered by Delayed Delivery
Contracts, if any, as provided in Section 3 hereof and as may be
specified in Schedule II to such Pricing Agreement (with respect to
such Pricing Agreement, any Designated Securities to be covered by
Delayed Delivery Contracts are herein sometimes referred to as
"Contract Securities" and the Designated Securities to be purchased
by the Underwriters (after giving effect to the deduction, if any,
for Contract Securities) are herein sometimes referred to as
"Underwriters' Securities")."
Add the following words to the fifth sentence of Section 1 after the
words "purchased by each Underwriter":
"and whether any of such Designated Securities shall be covered
by Delayed Delivery Contracts (as defined in Section 3 hereof)"
Add the following words to the first sentence of Section 2(g) after
the words "with respect to such Designated Securities":
"and, in the case of any Contract Securities, pursuant to
Delayed Delivery Contracts (as defined in Section 3 hereof) with
respect to such Contract Securities"
Add the following Section 2(j):
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<PAGE> 2
"(j) In the event any of the Securities are purchased pursuant
to Delayed Delivery Contracts, each of such Delayed Delivery
Contracts has been duly authorized by the Company and, when executed
and delivered by the Company and the purchaser named therein, will
constitute a valid and legally binding agreement of the Company
enforceable in accordance with its terms, subject, as to enforcement,
to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to
general equity principles; and any Delayed Delivery Contracts conform
to the description thereof in the Prospectus;"
Add the following words to Section 2(h):
After the words "Securities, the Indenture,":
", each of the Delayed Delivery Contracts,"
After the words "Pricing Agreement or the Indenture":
"or any Delayed Delivery Contract"
Replace the word "Designated" the second and third time it appears in
Section 3 with the word "Underwriters."
Add the following two paragraphs to the end of Section 3:
"The Company may specify in Schedule II to the Pricing
Agreement applicable to any Designated Securities that the
Underwriters are authorized to solicit offers to purchase Designated
Securities from the Company pursuant to delayed delivery contracts
(herein called "Delayed Delivery Contracts"), substantially in the
form of Annex III attached hereto but with such changes therein as
the Representatives and the Company may authorize or approve. If so
specified, the Underwriters will endeavor to make such arrangements,
and as compensation therefor the Company will pay to the
Representatives, for the accounts of the Underwriters, at the Time of
Delivery (as defined in Section 4 hereof), such commission, if any,
as may be set forth in such Pricing Agreement. Delayed Delivery
Contracts, if any, are to be with investors of the types described in
the Prospectus and subject to other conditions therein set forth.
The Underwriters will not have any responsibility with respect to the
validity or performance of any Delayed Delivery Contracts.
The principal amount of Contract Securities to be deducted from
the principal amount of Designated Securities to be purchased by each
Underwriter as set forth in Schedule I to the Pricing Agreement
applicable to such Designated Securities shall be, in each case, the
principal amount of Contract Securities which the Company has been
advised by the Representatives have been attributed to such
Underwriter, provided that, if the Company has not been so advised,
the amount of Contract Securities to be so deducted shall be, in each
case, that proportion of Contract Securities which the principal
amount of Designated Securities to be purchased by such Underwriter
under such Pricing Agreement bears to the total principal amount of
the Designated Securities (rounded as the Representatives may
determine). The total principal amount of Underwriters' Securities
to be purchased by all the Underwriters pursuant to such Pricing
Agreement shall be the total principal amount of Designated
Securities set forth in Schedule I to such Pricing Agreement less the
principal amount of the Contract
<PAGE>
<PAGE> 3
Securities. The Company will deliver to the Representatives not
later than 3:30 p.m., New York City time, on the third business day
preceding the Time of Delivery specified in the applicable Pricing
Agreement (or such other time and date as the Representatives and the
Company may agree upon in writing), a written notice setting forth
the principal amount of Contract Securities."
Replace the word "Designated" with the word "Underwriters'" at the
beginning of the first sentence of Section 4.
Add the following paragraph to the end of Section 4:
"Concurrently with the delivery of and payment for the
Underwriters' Securities, the Company will deliver to the
Representatives for the accounts of the Underwriters a check payable
to the order of the party designated in the Pricing Agreement
relating to such Securities in the amount of any compensation payable
by the Company to the Underwriters in respect of any Delayed Delivery
Contracts as provided in Section 3 hereof and the Pricing Agreement
relating to such Securities."
Add the following words to Section 6:
To clause (ii), after the words "any Indenture,":
", any Delayed Delivery Contracts,"
To clause (viii), after the words "obligations hereunder":
"and under any Delayed Delivery Contracts"
Add the words "the Delayed Delivery Contracts, if any," to
Section 7(b) after the words "Indenture, the Designated Securities,".
Replace clause 7(c)(v) with the following paragraph:
"(v) The Designated Securities have been duly authorized; the
Underwriters' Securities have been duly executed, authenticated,
issued and delivered and constitute valid and legally binding
obligations of the Company entitled to the benefits provided by the
Indenture; the Contract Securities, if any, when executed,
authenticated, issued and delivered pursuant to the Indenture and
Delayed Delivery Contracts, if any, will constitute valid and legally
binding obligations of the Company entitled to the benefits provided
by the Indenture; and the Designated Securities and the Indenture
conform to the descriptions thereof in the Prospectus as amended or
supplemented;"
Add the following paragraph after clause 7(c)(x):
"(xi) In the event any of the Designated Securities are to be
purchased pursuant to Delayed Delivery Contracts, each of such
Delayed Delivery Contracts has been duly authorized, executed and
delivered by the Company and, assuming such Contract has been duly
executed and delivered by the purchaser named therein, constitutes a
valid and legally binding agreement of the Company enforceable in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equity
principles; and any Delayed Delivery Contracts conform to the
description thereof in the Prospectus as amended or supplemented;"
<PAGE>
<PAGE> 4
Add the words "each of the Delayed Delivery Contracts, if any," to
clause 7(c)(vii) after the words "the Indenture".
Add the words "or any of such Delayed Delivery Contracts" to clause
7(c)(viii) after the words "the Indenture".
Replace the word "Designated" with the word "Underwriters'" in
clauses 7(e) and 7(g) after the words "or the delivery of the" and before
the word "Securities".
Replace the word "Designated" with the word "Underwriters'" in each
place it appears in the first, second and third sentences of Section 9(a)
before the word "Securities".
Replace the word "Designated" with the word "Underwriters'" before
the word "Securities" in Sections 9(b) the first, second, fourth and
seventh times the word "Securities" appears in such Section, but not the
third, fifth or sixth times and in Section 9(c) the first, second and
fourth times the word "Securities" appears in such Section, but not the
third or fifth times.
Add the word "Underwriters'" before the word "Securities" the second
time such word appears in Section 11, but not any other time.
Add the words ", less the principal amount of Designated Securities
covered by Delayed Delivery Contracts, if any, as may be specified in
Schedule II" to the end of the third paragraph of Annex I (the form of
Pricing Agreement) after the words "Schedule I hereto".
Add the following section to Schedule II of Annex I (the form of
Pricing Agreement) after the section captioned "Closing Location:":
"Delayed Delivery:
[NONE] [UNDERWRITERS' COMMISSION SHALL BE .......% OF THE
PRINCIPAL AMOUNT OF DESIGNATED SECURITIES FOR WHICH DELAYED DELIVERY
CONTRACTS HAVE BEEN ENTERED INTO. SUCH COMMISSION SHALL BE PAYABLE
TO THE ORDER OF ....]"
Add the Delayed Delivery Contract attached hereto as Annex III to the
Underwriting Agreement.
<PAGE>
<PAGE> 1
ANNEX III
DELAYED DELIVERY CONTRACT
JEFFERSON-PILOT CORPORATION
Attention: . . . . . . . . . , 1995
Ladies and Gentlemen:
The undersigned hereby agrees to purchase from JEFFERSON-PILOT
CORPORATION (hereinafter called the "Company"), and the Company agrees to
sell to the undersigned,
$.........
principal amount of the Company's [TITLE OF DESIGNATED SECURITIES]
(hereinafter called the "Designated Securities"), offered by the Company's
Prospectus, dated .............., 19.., as amended or supplemented, receipt
of a copy of which is hereby acknowledged, at a purchase price of .....% of
the principal amount thereof, plus accrued interest from the date from
which interest accrues as set forth below, and on the further terms and
conditions set forth below.
The undersigned will purchase the Designated Securities from the
Company on .............., 19.. (the "Delivery Date") and interest on the
Designated Securities so purchased will accrue from .............., 19...
[THE UNDERSIGNED WILL PURCHASE THE DESIGNATED SECURITIES FROM THE
COMPANY ON THE DELIVERY DATE OR DATES AND IN THE PRINCIPAL AMOUNT OR
AMOUNTS SET FORTH BELOW:
PRINCIPAL DATE FROM WHICH
DELIVERY DATE Amount INTEREST ACCRUES
....................., 19.. $............. ....................., 19..
....................., 19.. $............. ....................., 19..
EACH SUCH DATE ON WHICH DESIGNATED SECURITIES ARE TO BE PURCHASED HEREUNDER
IS HEREINAFTER REFERRED TO AS A "DELIVERY DATE."]
Payment for the Designated Securities which the undersigned has
agreed to purchase on [THE] [EACH] Delivery Date shall be made to the
Company or its order by certified or official bank check in ..........
Clearing House funds at the office of .........., ........., .........., or
by wire transfer to a bank account specified by the Company, on [THE]
[SUCH] Delivery Date upon delivery to the undersigned of the Designated
Securities then to be purchased by the undersigned in definitive fully
registered form and in such denominations and registered in such names as
the undersigned may designate by written, telex or facsimile communication
<PAGE>
<PAGE> 2
addressed to the Company not less than five full business days prior to
[THE] [SUCH] Delivery Date.
The obligation of the undersigned to take delivery of and make
payment for Designated Securities on [THE] [EACH] Delivery Date shall be
subject to the condition that the purchase of Designated Securities to be
made by the undersigned shall not on [THE] [SUCH(4)] Delivery Date be
prohibited under the laws of the jurisdiction to which the undersigned is
subject. The obligation of the undersigned to take delivery of and make
payment for Designated Securities shall not be affected by the failure of
any purchaser to take delivery of and make payment for Designated
Securities pursuant to other contracts similar to this contract.
[THE UNDERSIGNED UNDERSTANDS THAT UNDERWRITERS (THE "UNDERWRITERS")
ARE ALSO PURCHASING DESIGNATED SECURITIES FROM THE COMPANY, BUT THAT THE
OBLIGATIONS OF THE UNDERSIGNED HEREUNDER ARE NOT CONTINGENT ON SUCH
PURCHASES.] Promptly after completion of the sale to the Underwriters the
Company will mail or deliver to the undersigned at its address set forth
below notice to such effect, accompanied by a copy of the Opinion of
Counsel for the Company delivered to the Underwriters in connection
therewith.
The undersigned represents and warrants that, as of the date of this
contract, the undersigned is not prohibited from purchasing the Designated
Securities hereby agreed to be purchased by it under the laws of the
jurisdiction to which the undersigned is subject.
This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable
by either party hereto without the written consent of the other.
This contract may be executed by either of the parties hereto in any
number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same
instrument.
<PAGE>
<PAGE> 3
It is understood that the acceptance by the Company of any Delayed
Delivery Contract (including this contract) is in the Company's sole
discretion and that, without limiting the foregoing, acceptances of such
contracts need not be on a first-come, first-served basis. If this
contract is acceptable to the Company, it is requested that the Company
sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below.
This will become a binding contract between the Company and the undersigned
when such counterpart is so mailed or delivered by the Company.
Yours very truly,
By: . . . . . . . . . . . . . . .
(Authorized Signature)
Name:
Title:
(Address)
Accepted: . . . . . . . . . . , 19..
JEFFERSON-PILOT CORPORATION
By: . . . . . . . . . . . . . . .
Name:
Title:
<PAGE> 1
EXHIBIT 4
JEFFERSON-PILOT CORPORATION
TO
First Union National Bank of North Carolina
Trustee
______________
Indenture
Dated as of ...................
______________
<PAGE>
<PAGE> 1
TABLE OF CONTENTS
__________
PAGE
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . 1
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 101. Definitions:
Act . . . . . . . . . . . . . . . . . . . . . 2
Affiliate; control . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . 2
Board Resolution . . . . . . . . . . . . . . . 2
Business Day . . . . . . . . . . . . . . . . . 2
Closing Price . . . . . . . . . . . . . . . . 2
Commission . . . . . . . . . . . . . . . . . . 2
Company . . . . . . . . . . . . . . . . . . . 2
Company Request; Company Order . . . . . . . . 2
Corporate Trust Office . . . . . . . . . . . . 3
corporation . . . . . . . . . . . . . . . . . 3
Covenant Defeasance . . . . . . . . . . . . . 3
Defaulted Interest . . . . . . . . . . . . . . 3
Defeasance . . . . . . . . . . . . . . . . . . 3
Depositary . . . . . . . . . . . . . . . . . . 3
Event of Default . . . . . . . . . . . . . . . 3
Exchange Act . . . . . . . . . . . . . . . . . 3
Expiration Date . . . . . . . . . . . . . . . 3
Global Security . . . . . . . . . . . . . . . 3
Holder . . . . . . . . . . . . . . . . . . . . 3
Indenture . . . . . . . . . . . . . . . . . . 3
interest . . . . . . . . . . . . . . . . . . . 3
Interest Payment Date . . . . . . . . . . . . 4
Investment Company Act . . . . . . . . . . . . 4
Maturity . . . . . . . . . . . . . . . . . . . 4
Notice of Default . . . . . . . . . . . . . . 4
Officers' Certificate . . . . . . . . . . . . 4
Opinion of Counsel . . . . . . . . . . . . . . 4
Original Issue Discount Security . . . . . . . 4
Outstanding . . . . . . . . . . . . . . . . . 4
____________________
NOTE: This table of contents shall not, for any purpose, be deemed to
be a part of the Indenture.
<PAGE>
<PAGE> 2
Paying Agent . . . . . . . . . . . . . . . . . 5
Person . . . . . . . . . . . . . . . . . . . . 5
Place of Payment . . . . . . . . . . . . . . . 5
Predecessor Security . . . . . . . . . . . . . 5
Qualified Preferred Stock . . . . . . . . . . 6
Redemption Date . . . . . . . . . . . . . . . 6
Redemption Price . . . . . . . . . . . . . . . 6
Regular Record Date . . . . . . . . . . . . . 6
Responsible Officer . . . . . . . . . . . . . 6
Restricted Subsidiary . . . . . . . . . . . . 6
Securities . . . . . . . . . . . . . . . . . . 6
Securities Act . . . . . . . . . . . . . . . . 6
Security Register; Security Registrar . . . . 6
Special Record Date . . . . . . . . . . . . . 6
Stated Maturity . . . . . . . . . . . . . . . 6
Subsidiary; voting stock . . . . . . . . . . . 7
Trading Day . . . . . . . . . . . . . . . . . 7
Trust Indenture Act . . . . . . . . . . . . . 7
Trustee . . . . . . . . . . . . . . . . . . . 7
U.S. Government Obligation . . . . . . . . . . 7
Vice President . . . . . . . . . . . . . . . . 7
SECTION 102. Compliance Certificates and Opinions . . . . . 7
SECTION 103. Form of Documents Delivered to Trustee . . . . 8
SECTION 104. Acts of Holders; Record Dates . . . . . . . . 8
SECTION 105. Notices, Etc., to Trustee and Company . . . . 10
SECTION 106. Notice to Holders; Waiver . . . . . . . . . . 11
SECTION 107. Conflict with Trust Indenture Act . . . . . . 11
SECTION 108. Effect of Headings and Table of Contents . . . 12
SECTION 109. Successors and Assigns . . . . . . . . . . . . 12
SECTION 110. Separability Clause . . . . . . . . . . . . . 12
SECTION 111. Benefits of Indenture . . . . . . . . . . . . 12
SECTION 112. Governing Law . . . . . . . . . . . . . . . . 12
SECTION 113. Legal Holidays . . . . . . . . . . . . . . . . 12
ARTICLE TWO
SECURITY FORMS
SECTION 201. Forms Generally . . . . . . . . . . . . . . . 13
SECTION 202. Form of Face of Security . . . . . . . . . . . 13
SECTION 203. Form of Reverse of Security . . . . . . . . . 15
SECTION 204. Form of Legend for Global Securities . . . . . 20
<PAGE>
<PAGE> 3
SECTION 205. Form of Trustee's Certificate of Authentication 20
ARTICLE THREE
THE SECURITIES
SECTION 301. Amount Unlimited; Issuable in Series . . . . . 20
SECTION 302. Denominations . . . . . . . . . . . . . . . . 23
SECTION 303. Execution, Authentication, Delivery and Dating 23
SECTION 304. Temporary Securities . . . . . . . . . . . . . 25
SECTION 305. Registration, Registration of
Transfer and Exchange . . . . . . . . . . . . 25
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities 27
SECTION 307. Payment of Interest; Interest Rights Preserved 28
SECTION 308. Persons Deemed Owners . . . . . . . . . . . . 29
SECTION 309. Cancellation . . . . . . . . . . . . . . . . . 29
SECTION 310. Computation of Interest . . . . . . . . . . . 29
ARTICLE FOUR
SATISFACTION AND DISCHARGE
SECTION 401. Satisfaction and Discharge of Indenture . . . 30
SECTION 402. Application of Trust Money . . . . . . . . . . 31
ARTICLE FIVE
REMEDIES
SECTION 501. Events of Default . . . . . . . . . . . . . . 31
SECTION 502. Acceleration of Maturity; Rescission
and Annulment . . . . . . . . . . . . . . . . 33
SECTION 503. Collection of Indebtedness and Suits for
Enforcement by Trustee . . . . . . . . . . 34
SECTION 504. Trustee May File Proofs of Claim . . . . . . . 35
SECTION 505. Trustee May Enforce Claims Without Possession
of Securities . . . . . . . . . . . . . . 35
SECTION 506. Application of Money Collected . . . . . . . . 35
SECTION 507. Limitation on Suits . . . . . . . . . . . . . 36
SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest . . . . . . . . . . . 37
<PAGE>
<PAGE> 4
SECTION 509. Restoration of Rights and Remedies . . . . . . 37
SECTION 510. Rights and Remedies Cumulative . . . . . . . . 37
SECTION 511. Delay or Omission Not Waiver . . . . . . . . . 37
SECTION 512. Control by Holders . . . . . . . . . . . . . . 38
SECTION 513. Waiver of Past Defaults . . . . . . . . . . . 38
SECTION 514. Undertaking for Costs . . . . . . . . . . . . 38
SECTION 515. Waiver of Usury, Stay or Extension Laws . . . 39
ARTICLE SIX
THE TRUSTEE
SECTION 601. Certain Duties and Responsibilities . . . . . 39
SECTION 602. Notice of Defaults . . . . . . . . . . . . . . 39
SECTION 603. Certain Rights of Trustee . . . . . . . . . . 40
SECTION 604. Not Responsible for Recitals or Issuance of Securities41
SECTION 605. May Hold Securities . . . . . . . . . . . . . 41
SECTION 606. Money Held in Trust . . . . . . . . . . . . . 41
SECTION 607. Compensation and Reimbursement . . . . . . . . 41
SECTION 608. Conflicting Interests . . . . . . . . . . . . 42
SECTION 609. Corporate Trustee Required; Eligibility . . . 42
SECTION 610. Resignation and Removal; Appointment of Successor 42
SECTION 611. Acceptance of Appointment by Successor . . . . 44
SECTION 612. Merger, Conversion, Consolidation or Succession
to Business . . . . . . . . . . . . . . . 45
SECTION 613. Preferential Collection of Claims Against Company 45
SECTION 614. Appointment of Authenticating Agent . . . . . 45
ARTICLE SEVEN
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 701. Company to Furnish Trustee Names and Addresses
of Holders . . . . . . . . . . . . . . . . 47
SECTION 702. Preservation of Information; Communications
to Holders . . . . . . . . . . . . . . . . 47
SECTION 703. Reports by Trustee . . . . . . . . . . . . . . 48
SECTION 704. Reports by Company . . . . . . . . . . . . . . 48
<PAGE>
<PAGE> 5
ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 801. Company May Consolidate, Etc., Only on
Certain Terms . . . . . . . . . . . . . . 49
SECTION 802. Successor Substituted . . . . . . . . . . . . 50
ARTICLE NINE
SUPPLEMENTAL INDENTURES
SECTION 901. Supplemental Indentures Without Consent of Holders50
SECTION 902. Supplemental Indentures with Consent of Holders 51
SECTION 903. Execution of Supplemental Indentures . . . . . 52
SECTION 904. Effect of Supplemental Indentures . . . . . . 53
SECTION 905. Conformity with Trust Indenture Act . . . . . 53
SECTION 906. Reference in Securities to Supplemental Indentures53
ARTICLE TEN
COVENANTS
SECTION 1001. Payment of Principal, Premium and Interest . . 53
SECTION 1002. Maintenance of Office or Agency . . . . . . . 53
SECTION 1003. Money for Securities Payments to Be Held in Trust 54
SECTION 1004. Statement by Officers as to Default . . . . . 55
SECTION 1005. Existence . . . . . . . . . . . . . . . . . . 55
SECTION 1006. Maintenance of Properties . . . . . . . . . . 55
SECTION 1007. Payment of Taxes and Other Claims . . . . . . 56
SECTION 1008. Limitation on Liens . . . . . . . . . . . . . 56
SECTION 1009. Limitation on Disposition
of Stock of Restricted Subsidiaries . . . 56
SECTION 1010. Waiver of Certain Covenants . . . . . . . . . 57
<PAGE>
<PAGE> 6
ARTICLE ELEVEN
REDEMPTION OF SECURITIES
SECTION 1101. Applicability of Article . . . . . . . . . . . 57
SECTION 1102. Election to Redeem; Notice to Trustee . . . . 57
SECTION 1103. Selection by Trustee of Securities to Be Redeemed 58
SECTION 1104. Notice of Redemption . . . . . . . . . . . . . 59
SECTION 1105. Deposit of Redemption Price . . . . . . . . . 59
SECTION 1106. Securities Payable on Redemption Date . . . . 59
SECTION 1107. Securities Redeemed in Part . . . . . . . . . 60
ARTICLE TWELVE
SINKING FUNDS
SECTION 1201. Applicability of Article . . . . . . . . . . . 60
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities61
SECTION 1203. Redemption of Securities for Sinking Fund . . 61
ARTICLE THIRTEEN
DEFEASANCE AND COVENANT DEFEASANCE
SECTION 1301. Company's Option to Effect Defeasance or
Covenant Defeasance . . . . . . . . . . . 61
SECTION 1302. Defeasance and Discharge . . . . . . . . . . . 62
SECTION 1303. Covenant Defeasance . . . . . . . . . . . . . 62
SECTION 1304. Conditions to Defeasance or Covenant Defeasance 63
SECTION 1305. Deposited Money and U.S. Government Obligations
to Be Held in Trust; Miscellaneous Provisions 64
SECTION 1306. Reinstatement . . . . . . . . . . . . . . . . 65
ARTICLE FOURTEEN
EXCHANGE OF SECURITIES
SECTION 1401. Applicability of Article . . . . . . . . . . . 65
SECTION 1402. Election to Exchange; Notice to Trustee and Holders65
<PAGE>
<PAGE> 7
SECTION 1403. No Fractional Shares . . . . . . . . . . . . . 66
SECTION 1404. Adjustment of Exchange Rate . . . . . . . . . 66
SECTION 1405. Payment of Certain Taxes Upon Exchange . . . . 67
SECTION 1406. Shares Free and Clear . . . . . . . . . . . . 67
SECTION 1407. Cancellation of Security . . . . . . . . . . . 67
SECTION 1408. Duties of Trustee Regarding Exchange . . . . . 67
SECTION 1409. Repayment of Certain Funds Upon Exchange . . . 68
TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . 68
SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . . . . 68
ACKNOWLEDGEMENTS . . . . . . . . . . . . . . . . . . . . . . 69
<PAGE>
<PAGE> 1
..............................................................
Certain Sections of this Indenture relating to Sections 310 through 318,
inclusive, of the Trust Indenture Act of 1939:
Trust Indenture
Act Section
Indenture Section
sec. 310(a)(1) . . . . . . . . . . . . . . . . . . . 609
(a)(2) . . . . . . . . . . . . . . . . . . 609
(a)(3) . . . . . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . 608
610
sec. 311(a) . . . . . . . . . . . . . . . . . . 613
(b) . . . . . . . . . . . . . . . . . . 613
sec. 312(a) . . . . . . . . . . . . . . . . . . 701
702
(b) . . . . . . . . . . . . . . . . . . 702
(c) . . . . . . . . . . . . . . . . . . 702
sec. 313(a) . . . . . . . . . . . . . . . . . . 703
(b) . . . . . . . . . . . . . . . . . . 703
(c) . . . . . . . . . . . . . . . . . . 703
(d) . . . . . . . . . . . . . . . . . . 703
sec. 314(a) . . . . . . . . . . . . . . . . . . 704
(a)(4) . . . . . . . . . . . . . . . . . . 101
1004
(b) . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . 102
(c)(2) . . . . . . . . . . . . . . . . . . 102
(c)(3) . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . 102
sec. 315(a) . . . . . . . . . . . . . . . . . . 601
(b) . . . . . . . . . . . . . . . . . . 602
(c) . . . . . . . . . . . . . . . . . . 601
(d) . . . . . . . . . . . . . . . . . . 601
(e) . . . . . . . . . . . . . . . . . . 514
sec. 316(a) . . . . . . . . . . . . . . . . . . 101
(a)(1)(A) . . . . . . . . . . . . . . . . . . 502
512
(a)(1)(B) . . . . . . . . . . . . . . . . . . 513
(a)(2) . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . 508
(c) . . . . . . . . . . . . . . . . . . 104
sec. 317(a)(1) . . . . . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . . . . . 504
(b) . . . . . . . . . . . . . . . . . . 1003
sec. 318(a) . . . . . . . . . . . . . . . . . . 107
___________________
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to
be a part of the Indenture.
<PAGE>
<PAGE> 1
INDENTURE, dated as of ..........., 1995, between Jefferson-Pilot
Corporation, a corporation duly organized and existing under the laws of
the State of North Carolina (herein called the "Company"), having its
principal office at 100 North Greene Street, Greensboro, North Carolina
27401, and First Union National Bank of North Carolina, a national banking
association duly organized and existing under the laws of the United
States, as Trustee (herein called the "Trustee").
RECITALS OF THE COMPANY
The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture
provided.
All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series
thereof, as follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 101. Definitions.
For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:
(1) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;
(2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;
(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted
accounting principles, and, except as otherwise herein expressly
provided, the term "generally accepted accounting principles" with
respect to any computation required or permitted hereunder shall mean
such accounting principles as are generally accepted at the date of such
computation;
<PAGE>
<PAGE> 2
(4) unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case
may be, of this Indenture; and
(5) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.
"Act", when used with respect to any Holder, has the meaning specified
in Section 104.
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
"Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.
"Board of Directors" means either the board of directors of the Company
or any duly authorized committee of that board.
"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the
date of such certification, and delivered to the Trustee.
"Business Day", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment are authorized or
obligated by law or executive order to close.
"Closing Price" has the meaning specified in Section 1403.
"Commission" means the Securities and Exchange Commission, from time to
time constituted, created under the Exchange Act, or, if at any time after
the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act,
then the body performing such duties at such time.
"Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become
such pursuant to the applicable provisions of this Indenture, and
thereafter "Company" shall mean such successor Person.
<PAGE>
<PAGE> 3
"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary,
and delivered to the Trustee.
"Corporate Trust Office" means the principal office of the Trustee in
Charlotte, North Carolina at which at any particular time its corporate
trust business shall be administered.
"corporation" means a corporation, association, company, joint-stock
company or business trust.
"Covenant Defeasance" has the meaning specified in Section 1303.
"Defaulted Interest" has the meaning specified in Section 307.
"Defeasance" has the meaning specified in Section 1302.
"Depositary" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act
as Depositary for such Securities as contemplated by Section 301.
"Event of Default" has the meaning specified in Section 501.
"Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.
"Expiration Date" has the meaning specified in Section 104.
"Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 204 (or
such legend as may be specified as contemplated by Section 301 for such
Securities).
"Holder" means a Person in whose name a Security is registered in the
Security Register.
"Indebtedness" means the principal of and premium, if any, and interest
due on indebtedness of a Person, whether outstanding on the date hereof 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,
<PAGE>
<PAGE> 4
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.
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.
"Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions
hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively. The term "Indenture" shall also include the terms
of particular series of Securities established as contemplated by
Section 301.
"interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means
interest payable after Maturity.
"Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an instalment of interest on such Security.
"Investment Company Act" means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.
"Material Subsidiary" means any of Jefferson-Pilot Life Insurance
Company, Alexander Hamilton Life Insurance Company of America or Jefferson-
Pilot Communications Company.
"Maturity", when used with respect to any Security, means the date on
which the principal of such Security or an instalment of principal becomes
due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or
otherwise.
"Notice of Default" means a written notice of the kind specified in
Section 501(4) or 501(5).
"Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the President or a Vice President,
and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee. One of the
officers signing an Officers' Certificate given pursuant to Section 1004
shall be the principal executive, financial or accounting officer of the
Company.
<PAGE>
<PAGE> 5
"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be reasonably acceptable to the
Trustee.
"Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Sec-
tion 502.
"Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:
(1) Securities theretofore cancelled by the Trustee or delivered to
the Trustee for cancellation;
(2) Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities; provided that, if such
Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to
the Trustee has been made;
(3) Securities as to which Defeasance has been effected pursuant to
Section 1302; and
(4) Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities
in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company;
provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken
any request, demand, authorization, direction, notice, consent, waiver or
other action hereunder as of any date, (A) the principal amount of an
Original Issue Discount Security which shall be deemed to be Outstanding
shall be the amount of the principal thereof which would be due and payable
as of such date upon acceleration of the Maturity thereof to such date
pursuant to Section 502, (B) if, as of such date, the principal amount
payable at the Stated Maturity of a Security is not determinable, the
principal amount of such Security which shall be deemed to be Outstanding
shall be the amount as specified or determined as contemplated by
Section 301, (C) the principal amount of a Security denominated in one or
more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date
in the manner provided as contemplated by Section 301, of the principal
amount of such Security (or, in the case of a Security described in
Clause (A) or (B) above, of the amount determined as provided in such
Clause), and (D) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor
shall be disregarded
<PAGE>
<PAGE> 6
and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and
that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.
"Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.
"Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.
"Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium
and interest on the Securities of that series are payable as specified as
contemplated by Section 301.
"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by
such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed
to evidence the same debt as the mutilated, destroyed, lost or stolen
Security.
"Qualified Preferred Stock" means preferred stock which under no
circumstances carries the right either separately or considered together
with any other prefererd stock of the issuer to control more than a
majority of the voting power of such issuer.
"Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.
"Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.
"Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 301.
"Responsible Officer", when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or
any vice-chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer,
the cashier, any assistant cashier, any trust officer or assistant trust
officer, the controller or any assistant controller or any other officer of
the Trustee customarily performing functions similar to those performed by
any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.
<PAGE>
<PAGE> 7
"Restricted Subsidiary" means either of Jefferson-Pilot Life Insurance
Company or the Alexander Hamilton Life Insurance Company of America.
"Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.
"Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.
"Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.
"Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.
"Stated Maturity", when used with respect to any Security or any
instalment of principal thereof or interest thereon, means the date
specified in such Security as the fixed date on which the principal of such
Security or such instalment of principal or interest is due and payable.
"Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or
by one or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting stock" means
stock which ordinarily has voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such
voting power by reason of any contingency.
"Trading Day" means a day on which the security the Closing Price of
which is being determined (A) is not suspended from trading on any national
or regional securities exchange or association or over-the-counter market
at the close of business and (B) has traded at least once on the national
or regional securities exchange or association or over-the-counter market
that is the primary market for the trading of such security.
"Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such
date, "Trust Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.
"Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become
such pursuant to the applicable provisions of this Indenture, and
thereafter "Trustee" shall mean or include each Person who is then a
Trustee hereunder, and if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series shall mean
the Trustee with respect to Securities of that series.
"U.S. Government Obligation" has the meaning specified in Section 1304.
<PAGE>
<PAGE> 8
"Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word
or words added before or after the title "vice president".
SECTION 102. Compliance Certificates and Opinions.
Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish
to the Trustee such certificates and opinions as may be required under the
Trust Indenture Act. Each such certificate or opinion shall be given in the
form of an Officers' Certificate, if to be given by an officer of the
Company, or an Opinion of Counsel, if to be given by counsel, and shall
comply with the requirements of the Trust Indenture Act and any other
requirements set forth in this Indenture.
Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include,
(1) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein
relating thereto;
(2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;
(3) a statement that, in the opinion of each such individual, he has
made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or
condition has been complied with; and
(4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.
SECTION 103. Form of Documents Delivered to Trustee.
In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one
such Person, or that they be so certified or covered by only one document,
but one such Person may certify or give an opinion with respect to some
matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or
several documents.
Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his
<PAGE>
<PAGE> 9
certificate or opinion is based are erroneous. Any such certificate or
opinion of counsel may be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.
Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consoli-
dated and form one instrument.
SECTION 104. Acts of Holders; Record Dates.
Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made
or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person
or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument
or instruments are delivered to the Trustee and, where it is hereby
expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section.
The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or
by a certificate of a notary public or other officer authorized by law to
take acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient
proof of his authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.
The ownership of Securities shall be proved by the Security Register.
Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee
or the Company in reliance thereon, whether or not notation of such action
is made upon such Security.
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<PAGE> 10
The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to
be given, made or taken by Holders of Securities of such series, provided
that the Company may not set a record date for, and the provisions of this
paragraph shall not apply with respect to, the giving or making of any
notice, declaration, request or direction referred to in the next
paragraph. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities of the relevant series on such record
date, and no other Holders, shall be entitled to take the relevant action,
whether or not such Holders remain Holders after such record date; provided
that no such action shall be effective hereunder unless taken on or prior
to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date.
Nothing in this paragraph shall be construed to prevent the Company from
setting a new record date for any action for which a record date has
previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be
cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Securities of the relevant series
on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall cause
notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 106.
The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 502, (iii) any request
to institute proceedings referred to in Section 507(2) or (iv) any
direction referred to in Section 512, in each case with respect to
Securities of such series. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of such series on such
record date, and no other Holders, shall be entitled to join in such
notice, declaration, request or direction, whether or not such Holders
remain Holders after such record date; provided that no such action shall
be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new record date
for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no
effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount
of Outstanding Securities of the relevant series on the date such action is
taken. Promptly after any record date is set pursuant to this paragraph,
the Trustee, at the Company's expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to
be given to the Company in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 106.
<PAGE>
<PAGE> 11
With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to
any earlier or later day; provided that no such change shall be effective
unless notice of the proposed new Expiration Date is given to the other
party hereto in writing, and to each Holder of Securities of the relevant
series in the manner set forth in Section 106, on or prior to the existing
Expiration Date. If an Expiration Date is not designated with respect to
any record date set pursuant to this Section, the party hereto which set
such record date shall be deemed to have initially designated the 180th day
after such record date as the Expiration Date with respect thereto, subject
to its right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the
180th day after the applicable record date.
Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount.
SECTION 105. Notices, Etc., to Trustee and Company.
Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture
to be made upon, given or furnished to, or filed with,
(1) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trust, or
(2) the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to the Company
addressed to it at the address of its principal office specified in the
first paragraph of this instrument or at any other address previously
furnished in writing to the Trustee by the Company.
SECTION 106. Notice to Holders; Waiver.
Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each
Holder affected by such event, at his address as it appears in the Security
Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice. In any
case where notice to Holders is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other
Holders. Where this Indenture provides for notice in any
<PAGE>
<PAGE> 12
manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders shall
be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.
In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose
hereunder.
SECTION 107. Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act which is required under such Act to be a part of
and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act which may be so modified or excluded, the latter provision
shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.
SECTION 108. Effect of Headings and Table of Contents.
The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.
SECTION 109. Successors and Assigns.
All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.
SECTION 110. Separability Clause.
In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
SECTION 111. Benefits of Indenture.
Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their
successors hereunder, and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Indenture.
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<PAGE> 13
SECTION 112. Governing Law.
This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York.
SECTION 113. Legal Holidays.
In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of
the Securities (other than a provision of any Security which specifically
states that such provision shall apply in lieu of this Section)) payment of
interest or principal (and premium, if any) need not be made at such Place
of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on
the Interest Payment Date or Redemption Date, or at the Stated Maturity.
ARTICLE TWO
SECURITY FORMS
SECTION 201. Forms Generally.
The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, sub-
stitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution thereof. If the
form of Securities of any series is established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.
The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.
<PAGE>
<PAGE> 14
SECTION 202. Form of Face of Security.
[Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]
..........................................................
..........................................................................
No. ......... $ ........
Jefferson-Pilot Corporation, a corporation duly organized and existing
under the laws of North Carolina (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to ............................
..............................................., or registered assigns, the
principal sum of ...................................... Dollars on
.................................................... [if the Security is to
bear interest prior to Maturity, insert -- , and to pay interest thereon
from ............. or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on ............
and ............ in each year, commencing ........., at the rate of ....%
per annum, until the principal hereof is paid or made available for payment
[if applicable, insert -- , provided that any principal and premium, and
any such instalment of interest, which is overdue shall bear interest at
the rate of ...% per annum (to the extent that the payment of such interest
shall be legally enforceable), from the dates such amounts are due until
they are paid or made available for payment, and such interest shall be
payable on demand]. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the ....... or
....... (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close
of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture].
[If the Security is not to bear interest prior to Maturity, insert -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at
Stated Maturity and in such case the overdue principal and any overdue
premium shall bear interest at the rate of ....% per annum (to the extent
that the payment of such interest shall be legally enforceable), from the
dates such amounts are due until they are paid or made available for
payment. Interest on any overdue principal or premium shall be payable on
demand. [Any such interest on overdue
<PAGE>
<PAGE> 15
principal or premium which is not paid on demand shall bear interest at the
rate of ......% per annum (to the extent that the payment of such interest
on interest shall be legally enforceable), from the date of such demand
until the amount so demanded is paid or made available for payment.
Interest on any overdue interest shall be payable on demand.]]
Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in ............, in such
coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts [if applicable,
insert -- ; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register].
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
......................................................
By...................................................
Attest:
.........................................
SECTION 203. Form of Reverse of Security.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of ............... (herein
called the "Indenture", which term shall have the meaning assigned to it in
such instrument), between the Company and ..................., as Trustee
(herein called the "Trustee", which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee, and the Holders of the
Securities and of the
<PAGE>
<PAGE> 16
terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof
[if applicable, insert -- , limited in aggregate principal amount to
$...........].
[If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable,
insert -- (1) on ........... in any year commencing with the year ......
and ending with the year ...... through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount,
and (2)] at any time [if applicable, insert -- on or after ..........,
19..], as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the principal
amount): If redeemed [if applicable, insert -- on or before
..............., ...%, and if redeemed] during the 12-month period begin-
ning ............. of the years indicated,
Redemption Redemption
Year Price Year Price
- ------- ---------- ------- ----------
and thereafter at a Redemption Price equal to .....% of the principal
amount, together in the case of any such redemption [if applicable,
insert -- (whether through operation of the sinking fund or otherwise)]
with accrued interest to the Redemption Date, but interest installments
whose Stated Maturity is on or prior to such Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture.]
[If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ............
in any year commencing with the year .... and ending with the year ....
through operation of the sinking fund for this series at the Redemption
Prices for redemption through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below, and
(2) at any time [if applicable, insert -- on or after ............], as a
whole or in part, at the election of the Company, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table
below: If redeemed during the 12-month period beginning ............ of the
years indicated,
<PAGE>
<PAGE> 17
Redemption Price
For Redemption Redemption Price For
Through Operation Redemption Otherwise
of the Than Through Operation
Year Sinking Fund of the Sinking Fund
- ------- ----------------- ----------------------
and thereafter at a Redemption Price equal to .....% of the principal
amount, together in the case of any such redemption (whether through
operation of the sinking fund or otherwise) with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close
of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture.]
[If applicable, insert -- Notwithstanding the foregoing, the Company
may not, prior to ............., redeem any Securities of this series as
contemplated by [if applicable, insert -- Clause (2) of] the preceding
paragraph as a part of, or in anticipation of, any refunding operation by
the application, directly or indirectly, of moneys borrowed having an
interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than .....% per annum.]
[If applicable, insert -- The sinking fund for this series provides for
the redemption on ............ in each year beginning with the year .......
and ending with the year ...... of [if applicable, insert -- not less than
$.......... ("mandatory sinking fund") and not more than] $.........
aggregate principal amount of Securities of this series. Securities of this
series acquired or redeemed by the Company otherwise than through [if
applicable, insert -- mandatory] sinking fund payments may be credited
against subsequent [if applicable, insert -- mandatory] sinking fund
payments otherwise required to be made [if applicable, insert -- , in the
inverse order in which they become due].]
[If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancella-
tion hereof.]
[If applicable, insert paragraph regarding subordination of the
Security.]
[If applicable, insert -- The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events
<PAGE>
<PAGE> 18
of Default with respect to this Security] [, in each case] upon compliance
with certain conditions set forth in the Indenture.]
[If the Security is not an Original Issue Discount Security, insert --
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may
be declared due and payable in the manner and with the effect provided in
the Indenture.]
[If the Security is an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur
and be continuing, an amount of principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided
in the Indenture. Such amount shall be equal to -- insert formula for
determining the amount. Upon payment (i) of the amount of principal so
declared due and payable and (ii) of interest on any overdue principal,
premium and interest (in each case to the extent that the payment of such
interest shall be legally enforceable), all of the Company's obligations in
respect of the payment of the principal of and premium and interest, if
any, on the Securities of this series shall terminate.]
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to
be affected under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of not less than a majority in principal
amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series
at the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a
receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing
Event of Default with respect to the Securities of this series, the Holders
of not less than 25% in principal amount of the Securities of this series
at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and
offered the Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities
of this series at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.
<PAGE>
<PAGE> 19
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at
the office or agency of the Company in any place where the principal of and
any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of authorized denominations
and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $.................... and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series and of
like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
<PAGE>
<PAGE> 20
SECTION 204. Form of Legend for Global Securities.
Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following
form:
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR
A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.
SECTION 205. Form of Trustee's Certificate of Authentication.
The Trustee's certificates of authentication shall be in substantially
the following form:
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
..........................................,
As Trustee
By.........................................
Authorized Officer
ARTICLE THREE
THE SECURITIES
SECTION 301. Amount Unlimited; Issuable in Series.
The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.
The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to
Section 303, set forth, or determined in the manner provided, in an
Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series,
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(1) the title of the Securities of the series (which shall distinguish
the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of
the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 304, 305, 306, 906 or 1107 and except for any
Securities which, pursuant to Section 303, are deemed never to have been
authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall
be payable, if other than the Person in whose name that Security (or one
or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest;
(4) the date or dates on which the principal of any Securities of the
series is payable;
(5) the rate or rates at which any Securities of the series shall bear
interest, if any, the date or dates from which any such interest shall
accrue, the Interest Payment Dates on which any such interest shall be
payable and the Regular Record Date for any such interest payable on any
Interest Payment Date;
(6) the place or places where the principal of and any premium and
interest on any Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which
and the terms and conditions upon which any Securities of the series may
be redeemed, in whole or in part, at the option of the Company and, if
other than by a Board Resolution, the manner in which any election by the
Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem or purchase any
Securities of the series pursuant to any sinking fund or analogous
provisions 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 upon which any Securities of the series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;
(9) if applicable, the terms of any right to exchange, or any automatic
or mandatory exchange of, the Securities of the Series into other
securities or property (including securities of other issuers, provided
that such securities are registered under Section 12 of the Exchange Act
and such issuer is then eligible to use Form S-3 (or any successor form)
for a primary offering of its securities) of the Company;
(10) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which any Securities of the series shall be
issuable;
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(11) if the amount of principal of or any premium or interest on any
Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts shall be
determined;
(12) if other than the currency of the United States of America, the
currency, currencies or currency units in which the principal of or any
premium or interest on any Securities of the series shall be payable and
the manner of determining the equivalent thereof in the currency of the
United States of America for any purpose, including for purposes of the
definition of "Outstanding" in Section 101;
(13) if the principal of or any premium or interest on any Securities of
the series is to be payable, at the election of the Company or the Holder
thereof, in one or more currencies or currency units other than that or
those in which such Securities are stated to be payable, the currency,
currencies or currency units in which the principal of or any premium or
interest on such Securities as to which such election is made shall 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 shall be determined);
(14) if other than the entire principal amount thereof, the portion of
the principal amount of any Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant
to Section 502;
(15) if the principal amount payable at the Stated Maturity of any
Securities of the series will not be determinable as of any one or more
dates prior to the Stated Maturity, the amount which shall be deemed to
be the principal amount of such Securities as of any such date for any
purpose thereunder or hereunder, including the principal amount thereof
which shall be due and payable upon any Maturity other than the Stated
Maturity or which shall be deemed to be Outstanding as of any date prior
to the Stated Maturity (or, in any such case, the manner in which such
amount deemed to be the principal amount shall be determined);
(16) if applicable, that the Securities of the series, in whole or any
specified part, shall be defeasible pursuant to Section 1302 or
Section 1303 or both such Sections and, if other than by a Board
Resolution, the manner in which any election by the Company to defease
such Securities shall be evidenced;
(17) if applicable, that any Securities of the series shall be issuable
in whole or in part in the form of one or more Global Securities and, in
such case, the respective Depositaries for such Global Securities, the
form of any legend or legends which shall be borne by any such Global
Security in addition to or in lieu of that set forth in Section 204 and
any circumstances in addition to or in lieu of those set forth in
Clause (2) of the last paragraph of Section 305 in 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 name or names of Persons other than the Depositary for
such Global Security or a nominee thereof;
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<PAGE> 23
(18) any addition to or change in the Events of Default which applies to
any Securities of the series and any change in the right of the Trustee
or the requisite Holders of such Securities to declare the principal
amount thereof due and payable pursuant to Section 502;
(19) any addition to or change in the covenants set forth in Article Ten
which applies to Securities of the series; and
(20) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted
by Section 901(5)).
All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or
pursuant to the Board Resolution referred to above and (subject to
Section 303) set forth, or determined in the manner provided, in the
Officers' Certificate referred to above or in any such indenture
supplemental hereto.
If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series or determining
the manner in which such terms shall be established.
SECTION 302. Denominations.
The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified
denomination with respect to the Securities of any series, the Securities
of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof.
SECTION 303. Execution, Authentication, Delivery and Dating.
The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one
of its Vice Presidents, under its corporate seal reproduced thereon
attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or
facsimile.
Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the
Company, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities.
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<PAGE> 24
At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed
by the Company to the Trustee for authentication, together with a Company
Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver
such Securities. The Stated Maturity, original issue date, interest rate and
any other terms of the Securities of such series may, if not previously
established by a Board Resolution, Officers' Certificate or indenture
supplemental hereto pursuant to Section 301, be determined by or pursuant
to such Company Order and procedures. If provided for in such procedures,
such Company Order may authorize authentication and delivery pursuant to
oral or electronic instructions from the Company or its duly authorized
agent, which instructions, if oral, shall be promptly confirmed in writing.
If the form or terms of the Securities of the series have been established
by or pursuant to one or more Board Resolutions as permitted by Sections 201
and 301, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,
(1) if the form of such Securities has been established by or pursuant
to Board Resolution as permitted by Section 201, that such form has been
established in conformity with the provisions of this Indenture;
(2) if the terms of such Securities, or the manner of determining such
terms, have been established by or pursuant to Board Resolution as
permitted by Section 301, that such terms, or such manner of
determining such terms, have been established in conformity with
the provisions of this Indenture; and
(3) that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid
and legally binding obligations of the Company enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.
If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.
Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at
one time, it shall not be necessary to deliver the Officers' Certificate
otherwise required pursuant to Section 301 or the Company Order and Opinion
of Counsel otherwise required pursuant to such preceding paragraph at or
prior to the authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.
Each Security shall be dated the date of its authentication.
No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder.
Notwithstanding the foregoing, if any Security shall have been
authenticated
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<PAGE> 25
and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for cancellation as
provided in Section 309, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder
and shall never be entitled to the benefits of this Indenture.
SECTION 304. Temporary Securities.
Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denom-
ination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such
Securities.
If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary
Securities of such series at the office or agency of the Company in a Place
of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series, the
Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor one or more definitive Securities of the same series, of
any authorized denominations and of like tenor and aggregate principal
amount. Until so exchanged, the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series and tenor.
SECTION 305. Registration, Registration of Transfer and Exchange.
The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any
other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of transfers of
Securities. The Trustee is hereby appointed "Security Registrar" for the
purpose of registering Securities and transfers of Securities as herein
provided.
Upon surrender for registration of transfer of any Security of a series
at the office or agency of the Company in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or
more new Securities of the same series, of any authorized denominations and
of like tenor and aggregate principal amount.
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<PAGE> 26
At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations
and of like tenor and aggregate principal amount, upon surrender of the
Securities to be exchanged at such office or agency. Whenever any Securi-
ties are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.
All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.
Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by
the Holder thereof or his attorney duly authorized in writing.
No service charge shall 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 that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1107 not
involving any transfer.
If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Company shall not be required (A) to issue,
register the transfer of or exchange any Securities of that series (or of
that series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 days before the day of the mailing
of a notice of redemption of any such Securities selected for redemption
under Section 1103 and ending at the close of business on the day of such
mailing, or (B) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion
of any Security being redeemed in part.
The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:
(1) Each Global Security authenticated under this Indenture shall be
registered in the name of the Depositary designated for such Global
Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security
shall constitute a single Security for all purposes of this Indenture.
(2) Notwithstanding any other provision in this Indenture, 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 a nominee thereof unless (A) such Depositary (i) has
notified the Company that it is unwilling or unable to continue as
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<PAGE> 27
Depositary for such Global Security or (ii) has ceased to be a clearing
agency registered under the Exchange Act, (B) there shall have occurred and
be continuing an Event of Default with respect to such Global Security or
(C) there shall exist such circumstances, if any, in addition to or in lieu
of the foregoing as have been specified for this purpose as contemplated by
Section 301.
(3) Subject to Clause (2) above, any exchange of a Global Security for
other Securities may be made in whole or in part, and all Securities
issued in exchange for a Global Security or any portion thereof shall be
registered in such names as the Depositary for such Global Security shall
direct.
(4) Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any
portion thereof, whether pursuant to this Section, Section 304, 306, 906
or 1107 or otherwise, shall be authenticated and delivered in the form
of, and shall be, a Global Security, unless such Security is registered
in the name of a Person other than the Depositary for such Global
Security or a nominee thereof.
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.
If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.
If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and
(ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired
by a bona fide purchaser, the Company shall execute and the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.
In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.
Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected
therewith.
Every new Security of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security shall be at
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<PAGE> 28
any time enforceable by anyone, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other
Securities of that series duly issued hereunder.
The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.
SECTION 307. Payment of Interest; Interest Rights Preserved.
Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which is
payable, and is punctually paid or duly provided for, on any Interest Pay-
ment Date shall be paid to the Person in whose name that Security (or one
or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest.
Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in Clause (1) or (2) below:
(1) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company
shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security of such series and the date of the
proposed payment, and at the same time the Company shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed
to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the
date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted
Interest as in this Clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date
and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be given to each Holder of Securities of such
series in the manner set forth in Section 106, not less than 10 days
prior to such Special Record Date. Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having
been so mailed, such Defaulted Interest shall be paid to the Persons in
whose names the Securities of such series (or their respective
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<PAGE> 29
Predecessor Securities) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the
following Clause (2).
(2) The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange on which such
Securities may be listed, and upon such notice as may be required by
such exchange, if, after notice given by the Company to the Trustee of
the proposed payment pursuant to this Clause, such manner of payment
shall be deemed practicable by the Trustee.
Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such
other Security.
SECTION 308. Persons Deemed Owners.
Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of and any
premium and (subject to Section 307) any interest on such Security and for
all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary.
SECTION 309. Cancellation.
All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall,
if surrendered to any Person other than the Trustee, be delivered to the
Trustee and shall be promptly cancelled by it. The Company may at any time
deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired
in any manner whatsoever, and may deliver to the Trustee (or to any other
Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and
sold, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee
shall be disposed of as directed by a Company Order.
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<PAGE> 30
SECTION 310. Computation of Interest.
Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall
be computed on the basis of a 360-day year of twelve 30-day months.
ARTICLE FOUR
SATISFACTION AND DISCHARGE
SECTION 401. Satisfaction and Discharge of Indenture.
This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange
of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when
(1) either
(A) all Securities theretofore authenticated and delivered (other
than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 306 and (ii) Securi-
ties for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to
the Company or discharged from such trust, as provided in Section 1003)
have been delivered to the Trustee for cancellation; or
(B) all such Securities not theretofore delivered to the Trustee for
cancellation
(i) have become due and payable, or
(ii) will become due and payable at their Stated Maturity within one
year, or
(iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the
Company,
and the Company, in the case of (i), (ii) or (iii) above, has deposited
or caused to be deposited with the Trustee as trust funds in trust for
the purpose money in an amount sufficient to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal and any premium and interest to
the date of such deposit (in the case of Securities which have become
due and payable) or to the Stated Maturity or Redemption Date, as the
case may be;
(2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and
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<PAGE> 31
(3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.
Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the
obligations of the Trustee to any Authenticating Agent under Section 614
and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall survive
until such obligations have been performed in full.
SECTION 402. Application of Trust Money.
Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as
the Trustee may determine, to the Persons entitled thereto, of the
principal and any premium and interest for whose payment such money has
been deposited with the Trustee.
ARTICLE FIVE
REMEDIES
SECTION 501. Events of Default.
"Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative
or governmental body):
(1) default in the payment of any interest upon any Security of that
series when it becomes due and payable, and continuance of such default
for a period of 30 days; or
(2) default in the payment of the principal of or any premium on any
Security of that series at its Maturity; or
(3) default in the deposit of any sinking fund payment, when and as
due by the terms of a Security of that series; or
(4) default in the performance, or breach, of any covenant or warranty
of the Company in this Indenture (other than a covenant or warranty a
default in whose
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<PAGE> 32
performance or whose breach is elsewhere in this Section specifically dealt
with or which has expressly been included in this Indenture solely for the
benefit of series of Securities other than that series), and continuance of
such default or breach for a period of 60 days after there has been given,
by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 10% in principal amount
of the Outstanding Securities of that series a written notice specifying
such default or breach and requiring it to be remedied and stating that
such notice is a "Notice of Default" hereunder; or
(5) a default under any bond, debenture, note or other evidence of
indebtedness for money borrowed by the Company (including a default with
respect to Securities of any series other than that series) having an
aggregate principal amount outstanding of at least $25,000,000, or under any
mortgage, indenture or instrument (including this Indenture) under which
there may be issued or by which there may be secured or evidenced any
indebtedness for money borrowed by the Company having an aggregate
principal amount outstanding of at least $25,000,000, whether such
indebtedness now exists or shall hereafter be created, which default
(A) shall constitute a failure to pay any portion of the principal of
such indebtedness when due and payable after the expiration of any
applicable grace period with respect thereto or (B) shall have resulted
in such indebtedness becoming or being declared due and payable prior to
the date on which it would otherwise have become due and payable,
without, in the case of Clause (A), such indebtedness having been dis-
charged or without, in the case of Clause (B), such indebtedness having
been discharged or such acceleration having been rescinded or annulled,
in each such case within a period of 10 days after there shall have been
given, by registered or certified mail, to the Company by the Trustee or
to the Company and the Trustee by the Holders of at least 10% in prin-
cipal amount of the Outstanding Securities of that series a written
notice specifying such default and requiring the Company to cause such
indebtedness to be discharged or cause such acceleration to be rescinded
or annulled, as the case may be, and stating that such notice is a
"Notice of Default" hereunder; provided, however, that, subject to the
provisions of Sections 601 and 602, the Trustee shall not be deemed to
have knowledge of such default unless either (A) a Responsible Officer of
the Trustee shall have actual knowledge of such default or (B) the
Trustee shall have received written notice thereof from the Company, from
any Holder, from the holder of any such indebtedness or from the trustee
under any such mortgage, indenture or other instrument; or
(6) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company or any Material
Subsidiary in an involuntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar
law or (B) a decree or order adjudging the Company or any Material
Subsidiary a bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or composition
of or in respect of the Company or any Material Subsidiary under any
applicable Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of
the Company or any Material Subsidiary or of any substantial part of its
property, or ordering the winding up or liquidation of its
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affairs, and the continuance of any such decree or order for relief or any
such other decree or order unstayed and in effect for a period of 60
consecutive days; or
(7) the commencement by the Company or any Material Subsidiary of a
voluntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or of any
other case or proceeding to be adjudicated a bankrupt or insolvent, or
the consent by it to the entry of a decree or order for relief in respect
of the Company or any Material Subsidiary in an involuntary case or pro-
ceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the filing by
it of a petition or answer or consent seeking reorganization or relief
under any applicable Federal or State law, or the consent by it to the
filing of such petition or to the appointment of or taking possession by
a custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Company or any Material Subsidiary or of
any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the admission by it in
writing of its inability to pay its debts generally as they become due,
or the taking of corporate action by the Company or any Material
Subsidiary in furtherance of any such action; or
(8) any other Event of Default provided with respect to Securities of
that series.
SECTION 502. Acceleration of Maturity; Rescission and Annulment.
If an Event of Default (other than an Event of Default specified in
Section 501(6) or 501(7)) with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount of
all the Securities of that series (or, if any Securities of that series are
Original Issue Discount Securities, such portion of the principal amount of
such Securities as may be specified by the terms thereof) to be due and
payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable
(subject to Article Fourteen). If an Event of Default specified in
Section 501(6) or 501 (7) with respect to Securities of any series at the
time Outstanding occurs, the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may
be specified by the terms thereof) shall automatically, and without any
declaration or other action on the part of the Trustee or any Holder,
become immediately due and payable.
At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of a
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<PAGE> 34
majority in principal amount of the Outstanding Securities of that series,
by written notice to the Company and the Trustee, may rescind and annul
such declaration and its consequences if
(1) the Company has paid or deposited with the Trustee a sum
sufficient to pay
(A) all overdue interest on all Securities of that series,
(B) the principal of (and premium, if any, on) any Securities of that
series which have become due otherwise than by such declaration of
acceleration and any interest thereon at the rate or rates prescribed
therefor in such Securities,
(C) to the extent that payment of such interest is lawful, interest
upon overdue interest at the rate or rates prescribed therefor in such
Securities, and
(D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel;
and
(2) all Events of Default with respect to Securities of that series,
other than the non-payment of the principal of Securities of that series
which have become due solely by such declaration of acceleration, have
been cured or waived as provided in Section 513.
No such rescission shall affect any subsequent default or impair any right
consequent thereon.
SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee.
The Company covenants that if
(1) default is made in the payment of any interest on any Security
when such interest becomes due and payable and such default continues for
a period of 30 days, or
(2) default is made in the payment of the principal of (or premium,
if any, on) any Security at the Maturity thereof,
the Company will, upon demand of the Trustee, pay to it, for the benefit of
the Holders of such Securities, the whole amount then due and payable on
such Securities for principal and any premium and interest and, to the
extent that payment of such interest shall be legally enforceable, interest
on any overdue principal and premium and on any overdue interest, at the
rate or rates prescribed therefor in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
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<PAGE> 35
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.
If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such
series by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other
proper remedy.
SECTION 504. Trustee May File Proofs of Claim.
In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding
or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee
allowed in any such proceeding. In particular, the Trustee shall be
authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under
Section 607.
No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any
plan of reorganization, arrangement, adjustment or composition affecting
the Securities or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any such
proceeding; provided, however, that the Trustee may, on behalf of the
Holders, vote for the election of a trustee in bankruptcy or similar
official and be a member of a creditors' or other similar committee.
SECTION 505. Trustee May Enforce Claims Without Possession of Securities.
All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any
of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought
in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.
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<PAGE> 36
SECTION 506. Application of Money Collected.
Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal or
any premium or interest, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:
FIRST: To the payment of all amounts due the Trustee under
Section 607; and
SECOND: To the payment of the amounts then due and unpaid for
principal of and any premium and interest on the Securities in respect of
which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due
and payable on such Securities for principal and any premium and
interest, respectively.
SECTION 507. Limitation on Suits.
No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless
(1) such Holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the Securities of that
series;
(2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default
in its own name as Trustee hereunder;
(3) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;
(4) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding; and
(5) no direction inconsistent with such written request has been given
to the Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities of that series;
it being understood and intended that no one or more of such Holders shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of
any other of such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to
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<PAGE> 37
enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all of such Holders.
SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest.
Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive (subject to Article Fourteen) payment of the principal of and any
premium and (subject to Section 307) interest on such Security on the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.
SECTION 509. Restoration of Rights and Remedies.
If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely
to the Trustee or to such Holder, then and in every such case, subject to
any determination in such proceeding, the Company, the Trustee and the
Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee
and the Holders shall continue as though no such proceeding had been
instituted.
SECTION 510. Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law,
be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.
SECTION 511. Delay or Omission Not Waiver.
No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by
the Holders, as the case may be.
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<PAGE> 38
SECTION 512. Control by Holders.
The Holders of a majority in principal amount of the Outstanding
Securities of any series shall 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 such series, provided that
(1) such direction shall not be in conflict with any rule of law or
with this Indenture, and
(2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction.
SECTION 513. Waiver of Past Defaults.
The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all
the Securities of such series waive any past default hereunder with respect
to such series and its consequences, except a default
(1) in the payment of the principal of or any premium or interest on
any Security of such series, or
(2) in respect of a covenant or provision hereof which under Article
Nine cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series affected.
Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.
SECTION 514. Undertaking for Costs.
In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party
litigant in such suit to file an undertaking to pay the costs of such suit,
and may assess costs against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; provided that neither this
Section nor the Trust Indenture Act shall be deemed to authorize any court
to require such an undertaking or to make such an assessment in any suit
instituted by the Company.
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SECTION 515. Waiver of Usury, Stay or Extension Laws.
The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any usury, stay or extension law
wherever enacted, now or at any time hereafter in force, which may affect
the covenants or the performance of this Indenture; and the Company (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law
had been enacted.
ARTICLE SIX
THE TRUSTEE
SECTION 601. Certain Duties and Responsibilities.
The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of
this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured
to it. Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of
this Section.
SECTION 602. Notice of Defaults.
If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of
such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character
specified in Section 501(4) with respect to Securities of such series, no
such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section, the term "default"
means any event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to Securities of such series.
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<PAGE> 40
SECTION 603. Certain Rights of Trustee.
Subject to the provisions of Section 601:
(1) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or
presented by the proper party or parties or reasonably believed by it to
be the proper party or parties;
(2) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order, and any
resolution of the Board of Directors shall be sufficiently evidenced by a
Board Resolution;
(3) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad
faith on its part, rely upon an Officers' Certificate;
(4) the Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon;
(5) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such
Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;
(6) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney; and
(7) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care
by it hereunder.
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SECTION 604. Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements
of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of
the Securities. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.
SECTION 605. May Hold Securities.
The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.
SECTION 606. Money Held in Trust.
Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.
SECTION 607. Compensation and Reimbursement.
The Company agrees
(1) to pay to the Trustee from time to time reasonable compensation for
all services rendered by it hereunder (which compensation shall not be
limited by any provision of law in regard to the compensation of a
trustee of an express trust);
(2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision
of this Indenture (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad
faith; and
(3) to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without gross negligence or willful
misconduct on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including
the costs and expenses of defending itself against any claim or
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<PAGE> 42
liability in connection with the exercise or performance of any of its
powers or duties hereunder.
SECTION 608. Conflicting Interests.
If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture.
To the extent permitted by such Act, the Trustee shall not be deemed to
have a conflicting interest by virtue of being a trustee under this
Indenture with respect to Securities of more than one series.
SECTION 609. Corporate Trustee Required; Eligibility.
There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder
for Securities of one or more other series. Each Trustee shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such and has
a combined capital and surplus of at least $50,000,000. If any such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the
purposes of this Section and to the extent permitted by the Trust Indenture
Act, the combined capital and surplus of such Person shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee with respect to the
Securities of any series shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.
SECTION 610. Resignation and Removal; Appointment of Successor.
No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.
The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611
shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.
The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of
the Outstanding Securities of such series, delivered to the Trustee and to
the Company.
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<PAGE> 43
If at any time:
(1) the Trustee shall fail to comply with Section 608 after written
request therefor by the Company or by any Holder who has been a bona fide
Holder of a Security for at least six months, or
(2) the Trustee shall cease to be eligible under Section 609 and shall
fail to resign after written request therefor by the Company or by any
such Holder, or
(3) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of
the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,
then, in any such case, (A) the Company by a Board Resolution may remove
the Trustee with respect to all Securities, or (B) subject to Section 514,
any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee
with respect to all Securities and the appointment of a successor Trustee
or Trustees.
If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that
any such successor Trustee may be appointed with respect to the Securities
of one or more or all of such series and that at any time there shall be
only one Trustee with respect to the Securities of any particular series)
and shall comply with the applicable requirements of Section 611. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Secu-
rities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered
to the Company and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment in accordance with
the applicable requirements of Section 611, become the successor Trustee
with respect to the Securities of such series and to that extent supersede
the successor Trustee appointed by the Company. If no successor Trustee
with respect to the Securities of any series shall have been so appointed
by the Company or the Holders and accepted appointment in the manner
required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent juris-
diction for the appointment of a successor Trustee with respect to the
Securities of such series.
The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any
series to all Holders of Securities of such series in the manner provided
in Section 106. Each notice shall include the name of the successor
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<PAGE> 44
Trustee with respect to the Securities of such series and the address of
its Corporate Trust Office.
SECTION 611. Acceptance of Appointment by Successor.
In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee
an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers
and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder.
In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series as to which the retiring Trustee
is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein
or in such supplemental indenture shall constitute such Trustees co-
trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee; and upon the execution
and delivery of such supplemental indenture the resignation or removal of
the retiring Trustee shall become effective to the extent provided therein
and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates;
but, on request of the Company or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates.
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<PAGE> 45
Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be.
No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible
under this Article.
SECTION 612. Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper
or any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor
Trustee had itself authenticated such Securities.
SECTION 613. Preferential Collection of Claims Against Company.
If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of
claims against the Company (or any such other obligor).
SECTION 614. Appointment of Authenticating Agent.
The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue and upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authen-
tication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee
by an Authenticating Agent. Each Authenticating Agent shall be acceptable
to the Company and shall at all times be a corporation organized and doing
business under the laws of the United States of America, any State thereof
or the District of Columbia,
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<PAGE> 46
authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.
Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent,
shall continue to be an Authenticating Agent, provided such corporation
shall be otherwise eligible under this Section, without the execution or
filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.
An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any
time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall
give notice of such appointment in the manner provided in Section 106 to
all Holders of Securities of the series with respect to which such
Authenticating Agent will serve. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this
Section.
The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to
the provisions of Section 607.
If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon,
in addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:
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<PAGE> 47
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
........................................,
As Trustee
By......................................,
As Authenticating Agent
By.......................................
Authorized Officer
ARTICLE SEVEN
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.
The Company will furnish or cause to be furnished to the Trustee
(1) semi-annually, not later than January 15 and July 15 in each
year, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders of Securities of each series as
of the preceding January 1 or July 1, as the case may be, and
(2) at such other times as the Trustee may request in writing, within
30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to
the time such list is furnished;
excluding from any such list names and addresses received by the Trustee in
its capacity as Security Registrar.
SECTION 702. Preservation of Information; Communications to Holders.
The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 701 and the
names and addresses of Holders received by the
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<PAGE> 48
Trustee in its capacity as Security Registrar. The Trustee may destroy any
list furnished to it as provided in Section 701 upon receipt of a new list
so furnished.
The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by
the Trust Indenture Act.
Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.
SECTION 703. Reports by Trustee.
The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant
thereto.
A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Com-
pany will notify the Trustee when any Securities are listed on any stock
exchange.
SECTION 704. Reports by Company.
The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and
such summaries thereof, as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant to such Act; provided
that any such information, documents or reports required to be filed with
the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be
filed with the Trustee within 15 days after the same is so required to be
filed with the Commission.
ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.
The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company
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<PAGE> 49
or convey, transfer or lease its properties and assets substantially as an
entirety to the Company, unless:
(1) in case the Company shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the Person formed by such
consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and
assets of the Company substantially as an entirety shall be a cor-
poration, partnership or trust, shall be organized and validly existing
under the laws of the United States of America, any State thereof or the
District of Columbia and shall expressly assume, by an indenture supple-
mental hereto, executed and delivered to the Trustee, in form satisfac-
tory to the Trustee, the due and punctual payment of the principal of and
any premium and interest on all the Securities and the performance or
observance of every covenant of this Indenture on the part of the Company
to be performed or observed;
(2) immediately after giving effect to such transaction and treating
any indebtedness which becomes an obligation of the Company or any
Subsidiary as a result of such transaction as having been incurred by the
Company or such Subsidiary at the time of such 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 happened and be continuing;
(3) if, as a result of any such consolidation or merger or such
conveyance, transfer or lease, properties or assets of the Company would
become subject to a mortgage, pledge, lien, security interest or other
encumbrance which would not be permitted by this Indenture, the Company
or such successor Person, as the case may be, shall take such steps as
shall be necessary effectively to secure the Securities equally and
ratably with (or prior to) all indebtedness secured thereby; and
(4) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture
comply with this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with.
SECTION 802. Successor Substituted.
Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in
accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this
Indenture with the same effect as if such successor Person had been named
as the Company herein, and thereafter,
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<PAGE> 50
except in the case of a lease, the predecessor Person shall be relieved of
all obligations and covenants under this Indenture and the Securities.
ARTICLE NINE
SUPPLEMENTAL INDENTURES
SECTION 901. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory
to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company herein
and in the Securities; or
(2) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants are to
be for the benefit of less than all series of Securities, stating that
such covenants are expressly being included solely for the benefit of
such series) or to surrender any right or power herein conferred upon the
Company; or
(3) to add any additional Events of Default for the benefit of the
Holders of all or any series of Securities (and if such additional Events
of Default are to be for the benefit of less than all series of
Securities, stating that such additional Events of Default are expressly
being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to princi-
pal, and with or without interest coupons, or to permit or facilitate the
issuance of Securities in uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided that
any such addition, change or elimination (A) shall neither (i) apply to
any Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision nor
(ii) modify the rights of the Holder of any such Security with respect to
such provision or (B) shall become effective only when there is no such
Security Outstanding; or
(6) to secure the Securities; or
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<PAGE> 51
(7) to establish the form or terms of Securities of any series as
permitted by Sections 201 and 301; or
(8) to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 611; or
(9) to make provision with respect to the exchange rights of Holders
pursuant to the requirements of Article Fourteen; or
(10) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or
questions arising under this Indenture, provided that such action
pursuant to this Clause (9) shall not adversely affect the interests of
the Holders of Securities of any series.
SECTION 902. Supplemental Indentures With Consent of Holders.
With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by
such supplemental indenture, by Act of said Holders delivered to the
Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding
Security affected thereby,
(1) change the Stated Maturity of the principal of, or any instalment
of principal of or interest on, any Security, or reduce the principal
amount thereof or the rate of interest thereon or any premium payable
upon the redemption thereof, or reduce the amount of the principal of an
Original Issue Discount Security or any other Security which would be due
and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, or change any Place of Payment where, or the
coin or currency in which, any Security or any premium or interest
thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date), or
modify the provisions of this Indenture with respect to the subordination
of the Securities in a manner adverse to the Holders, or
(2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for
any such supplemental indenture, or the consent of whose Holders is
required for any waiver (of compliance with certain
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<PAGE> 52
provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or
(3) modify any of the provisions of this Section, Section 513 or
Section 1010, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected
thereby; provided, however, that this clause shall not be deemed to
require the consent of any Holder with respect to changes in the
references to "the Trustee" and concomitant changes in this Section and
Section 1010, or the deletion of this proviso, in accordance with the
requirements of Sections 611 and 901(8), or
(4) make any change that adversely affects the right to exchange any
Security as provided in Article Fourteen or pursuant to Section 301
(except as permitted by Section 901(9)) or decrease the exchange rate of
any such Security.
A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect
the rights under this Indenture of the Holders of Securities of any other
series.
It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.
SECTION 903. Execution of Supplemental Indentures.
In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.
SECTION 904. Effect of Supplemental Indentures.
Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all
purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.
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<PAGE> 53
SECTION 905. Conformity with Trust Indenture Act.
Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.
SECTION 906. Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and
shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If
the Company shall so determine, new Securities of any series so modified as
to conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.
ARTICLE TEN
COVENANTS
SECTION 1001. Payment of Principal, Premium and Interest.
The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with
the terms of the Securities and this Indenture.
SECTION 1002. Maintenance of Office or Agency.
The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may
be surrendered for registration of transfer or exchange, where Securities
of that series may be exchanged in accordance with Article Fourteen and
where notices and demands to or upon the Company in respect of the Securi-
ties of that series and this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands.
The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided,
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<PAGE> 54
however, that no such designation or rescission shall in any manner relieve
the Company of its obligation to maintain an office or agency in each Place
of Payment for Securities of any series for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or
agency.
SECTION 1003. Money for Securities Payments to Be Held in Trust.
If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of
the principal of or any premium or interest on any of the Securities of
that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal and any premium and
interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the
Trustee of its action or failure so to act.
Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of
or any premium or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.
The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument
in which such Paying Agent shall agree with the Trustee, subject to the
provisions of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent
and (2) during the continuance of any default by the Company (or any other
obligor upon the Securities of that series) in the making of any payment in
respect of the Securities of that series, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.
The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Company Order direct any Paying Agent to pay, to the Trustee all sums
held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by
the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.
Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or any premium
or interest on any Security of any series and remaining unclaimed for two
years after such principal, premium or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust;
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<PAGE> 55
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such trust money, and
all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company
cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that
such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the
Company.
SECTION 1004. Statement by Officers as to Default.
The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance
of any of the terms, provisions and conditions of this Indenture (without
regard to any period of grace or requirement of notice provided hereunder)
and, if the Company shall be in default, specifying all such defaults and
the nature and status thereof of which they may have knowledge.
SECTION 1005. Existence.
Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided,
however, that the Company shall not be required to preserve any such right
or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business
of the Company and that the loss thereof is not disadvantageous in any
material respect to the Holders.
SECTION 1006. Maintenance of Properties.
The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in
good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment
of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all
times; provided, however, that nothing in this Section shall prevent the
Company from discontinuing the operation or maintenance of any of such
properties if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business or the business of any Subsidiary
and not disadvantageous in any material respect to the Holders.
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<PAGE> 56
SECTION 1007. Payment of Taxes and Other Claims.
The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary
or upon the income, profits or property of the Company or any Subsidiary,
and (2) all lawful claims for labor, materials and supplies which, if
unpaid, might by law become a lien upon the property of the Company or any
Subsidiary; provided, however, that the Company shall not be required to
pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.
SECTION 1008. Limitation on Liens.
The Company may not, and may not permit any subsidiary of the Company
to, directly or indirectly, create, assume, incur or permit to exist any
Indebtedness secured by any lien on the capital stock of 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 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 1009. Limitation on Disposition of Stock of Restricted
Subsidiaries.
So long as any Securities are Outstanding and except as described in
Article Eight, the Company may not issue, sell, transfer or otherwise
dispose of any shares of, securities convertible or exchangeable into, or
warrants, rights or options to subscribe for or purchase shares of, capital
stock (other than Qualified Preferred Stock) of a Restricted Subsidiary,
and may not permit a Restricted Subsidiary to issue (other than to the
Company) any shares (other than directors' qualifying shares) of, or
securities convertible or exchangeable into, or warrants, rights or
options to subscribe for or purchase shares of, capital stock (other
than Qualified Preferred Stock) 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 Qualified Preferred Stock); 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 Article Eight, sell, transfer or otherwise
dispose of the entire capital stock
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<PAGE> 57
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 1010. Waiver of Certain Covenants.
Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities
of any series, omit in any particular instance to comply with any term,
provision or condition set forth in any covenant provided pursuant to
Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such
series, if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities of such series
shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condi-
tion, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.
ARTICLE ELEVEN
REDEMPTION OF SECURITIES
SECTION 1101. Applicability of Article.
Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for such Securities) in
accordance with this Article.
SECTION 1102. Election to Redeem; Notice to Trustee.
The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by
Section 301 for such Securities. In case of any redemption at the election
of the Company of less than all the Securities of any series (including any
such redemption affecting only a single Security), the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date, of the principal amount of Securities of such series
to be redeemed and, if applicable, of the tenor of the Securities to be
redeemed. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish
the Trustee with an Officers' Certificate evidencing compliance with such
restriction.
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SECTION 1103. Selection by Trustee of Securities to Be Redeemed.
If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to
be redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than
60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such
method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of a portion of the principal amount of
any Security of such series, provided that the unredeemed portion of the
principal amount of any Security shall be in an authorized denomination
(which shall not be less than the minimum authorized denomination) for such
Security. If less than all the Securities of such series and of a specified
tenor are to be redeemed (unless such redemption affects only a single
Security), the particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously
called for redemption in accordance with the preceding sentence.
The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in case of any
Securities selected for partial redemption as aforesaid, the principal
amount thereof to be redeemed.
The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less
than the minimum authorized denomination) for such Security.
For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall
relate, in the case of any Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities which has
been or is to be redeemed.
SECTION 1104. Notice of Redemption.
Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at his
address appearing in the Security Register.
All notices of redemption shall state:
(1) the Redemption Date,
(2) the Redemption Price,
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(3) if less than all the Outstanding Securities of any series con-
sisting of more than a single Security are to be redeemed, the identifi-
cation (and, in the case of partial redemption of any such Securities,
the principal amounts) of the particular Securities to be redeemed and,
if less than all the Outstanding Securities of any series consisting of a
single Security are to be redeemed, the principal amount of the
particular Security to be redeemed,
(4) that on the Redemption Date the Redemption Price will become due
and payable upon each such Security to be redeemed and, if applicable,
that interest thereon will cease to accrue on and after said date,
(5) the place or places where each such Security is to be surrendered
for payment of the Redemption Price, and
(6) that the redemption is for a sinking fund, if such is the case.
Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by
the Trustee in the name and at the expense of the Company and shall be
irrevocable.
SECTION 1105. Deposit of Redemption Price.
Subject to the right of the Company to deliver securities or property
other than cash upon redemption of Securities of any series, prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 1003) an amount of money sufficient
to pay the Redemption Price of, and (except if the Redemption Date shall
be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.
SECTION 1106. Securities Payable on Redemption Date.
Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless
the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon
surrender of any such Security for redemption in accordance with said
notice, such Security shall be paid by the Company at the Redemption Price,
together with accrued interest to the Redemption Date; provided, however,
that, unless otherwise specified as contemplated by Section 301,
installments of interest whose Stated Maturity is on or prior to the
Redemption Date will be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such at the close of business
on the relevant Record Dates according to their terms and the provisions of
Section 307.
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If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.
SECTION 1107. Securities Redeemed in Part.
Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security or Securities of the
same series and of like tenor, of any authorized denomination as requested
by such Holder, in aggregate principal amount equal to and in exchange for
the unredeemed portion of the principal of the Security so surrendered.
ARTICLE TWELVE
SINKING FUNDS
SECTION 1201. Applicability of Article.
The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise
specified as contemplated by Section 301 for such Securities.
The minimum amount of any sinking fund payment provided for by the
terms of any Securities is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by
the terms of such Securities is herein referred to as an "optional sinking
fund payment". If provided for by the terms of any Securities, the cash
amount of any sinking fund payment may be subject to reduction as provided
in Section 1202. Each sinking fund payment shall be applied to the
redemption of Securities as provided for by the terms of such Securities.
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.
The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of
the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the
terms of such Securities, in each case in satisfaction of all or any part
of any sinking fund payment with respect to any Securities of such series
required to be made pursuant to the terms of such Securities as and to the
extent provided for by the
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terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited
shall be received and credited for such purpose by the Trustee at the
Redemption Price, as specified in the Securities so to be redeemed, for
redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly.
SECTION 1203. Redemption of Securities for Sinking Fund.
Not less than 45 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment
for such Securities pursuant to the terms of such Securities, the portion
thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and
crediting Securities pursuant to Section 1202 and will also deliver to the
Trustee any Securities to be so delivered. Not less than 30 days prior to
each such sinking fund payment date, the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner
provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 1106 and 1107.
ARTICLE THIRTEEN
DEFEASANCE AND COVENANT DEFEASANCE
SECTION 1301. Company's Option to Effect Defeasance or Covenant
Defeasance.
The Company may elect, at its option at any time, to have Section 1302
or Section 1303 applied to any Securities or any series of Securities, as
the case may be, designated pursuant to Section 301 as being defeasible
pursuant to such Section 1302 or 1303, in accordance with any applicable
requirements provided pursuant to Section 301 and upon compliance with the
conditions set forth below in this Article. Any such election shall be
evidenced by a Board Resolution or in another manner specified as
contemplated by Section 301 for such Securities.
SECTION 1302. Defeasance and Discharge.
Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be,
the Company shall be deemed to have been discharged from its obligations
with respect to such Securities as provided in this Section on and after
the date the conditions set forth in Section 1304 are satisfied
(hereinafter called "Defeasance"). For this purpose, such Defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness
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represented by such Securities and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such
Securities are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), subject to the
following which shall survive until otherwise terminated or discharged
hereunder: (1) the rights of Holders of such Securities to receive, solely
from the trust fund described in Section 1304 and as more fully set forth
in such Section, payments in respect of the principal of and any premium
and interest on such Securities when payments are due, (2) the Company's
obligations with respect to such Securities under Sections 304, 305, 306,
1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (4) this Article. Subject to compliance with this
Article, the Company may exercise its option (if any) to have this Section
applied to any Securities notwithstanding the prior exercise of its option
(if any) to have Section 1303 applied to such Securities.
SECTION 1303. Covenant Defeasance.
Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be,
(1) the Company shall be released from its obligations under
Section 801(3), Sections 1006 through 1009, inclusive, and any covenants
provided pursuant to Section 301(18), 901(2) or 901(7) for the benefit of
the Holders of such Securities and (2) the occurrence of any event
specified in Sections 501(4) (with respect to any of Section 801(3),
Sections 1006 through 1009, inclusive, and any such covenants provided
pursuant to Section 301(18), 901(2) or 901(7)), 501(5) and 501(8) shall be
deemed not to be or result in an Event of Default, in each case with
respect to such Securities as provided in this Section on and after the
date the conditions set forth in Section 1304 are satisfied (hereinafter
called "Covenant Defeasance"). For this purpose, such Covenant Defeasance
means that, with respect to such Securities, the Company may omit to comply
with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so
specified in the case of Section 501(4)), whether directly or indirectly by
reason of any reference elsewhere herein to any such Section or by reason
of any reference in any such Section to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.
SECTION 1304. Conditions to Defeasance or Covenant Defeasance.
The following shall be the conditions to the application of
Section 1302 or Section 1303 to any Securities or any series of Securities,
as the case may be:
(1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 609 and agrees to comply with the
provisions of this Article applicable to it) as trust funds in trust for
the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefits of the Holders of
such Securities, (A) money in an amount, or (B) U.S. Government
Obligations which
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through the scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide, not later than one day before
the due date of any payment, money in an amount, or (C) a combination
thereof, in each case sufficient, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, and which shall be
applied by the Trustee (or any such other qualifying trustee) to pay and
discharge, the principal of and any premium and interest on such Securities
on the respective Stated Maturities, in accordance with the terms of this
Indenture and such Securities. As used herein, "U.S. Government Obligation"
means (x) any security which is (i) a direct obligation of the United
States of America for the payment of which the full faith and credit of the
United States of America is pledged or (ii) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality of
the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, which, in either case (i) or (ii), is not callable or redeemable
at the option of the issuer thereof, and (y) any depositary receipt issued
by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any U.S. Government Obligation which is specified
in Clause (x) above and held by such bank for the account of the holder of
such depositary receipt, or with respect to any specific payment of
principal of or interest on any U.S. Government Obligation which is so
specified and held, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific
payment of principal or interest evidenced by such depositary receipt.
(2) In the event of an election to have Section 1302 apply to any
Securities or any series of Securities, as the case may be, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that
(A) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (B) since the date of this
instrument, there has been a change in the applicable Federal income tax
law, in either case (A) or (B) to the effect that, and based thereon such
opinion shall confirm that, the Holders of such Securities will not
recognize gain or loss for Federal income tax purposes as a result of the
deposit, Defeasance and discharge to be effected with respect to such
Securities and will be subject to Federal income tax on the same amount,
in the same manner and at the same times as would be the case if such
deposit, Defeasance and discharge were not to occur.
(3) In the event of an election to have Section 1303 apply to any
Securities or any series of Securities, as the case may be, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Securities will not recognize gain or loss for
Federal income tax purposes as a result of the deposit and Covenant
Defeasance to be effected with respect to such Securities and will be
subject to Federal income tax on the same amount, in the same manner and
at the same times as would be the case if such deposit and Covenant
Defeasance were not to occur.
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(4) The Company shall have delivered to the Trustee an Officer's
Certificate to the effect that neither such Securities nor any other
Securities of the same series, if then listed on any securities exchange,
will be delisted as a result of such deposit.
(5) No event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to such Securities or any other
Securities shall have occurred and be continuing at the time of such
deposit or, with regard to any such event specified in Sections 501(6)
and (7), at any time on or prior to the 90th day after the date of such
deposit (it being understood that this condition shall not be deemed
satisfied until after such 90th day).
(6) Such Defeasance or Covenant Defeasance shall not cause the Trustee
to have a conflicting interest within the meaning of the Trust Indenture
Act (assuming all Securities are in default within the meaning of such
Act).
(7) Such Defeasance or Covenant Defeasance shall not result in a breach
or violation of, or constitute a default under, any other agreement or
instrument to which the Company is a party or by which it is bound.
(8) Such Defeasance or Covenant Defeasance shall not result in the
trust arising from such deposit constituting an investment company within
the meaning of the Investment Company Act unless such trust shall be
registered under such Act or exempt from registration thereunder.
(9) The Company shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have
been complied with.
SECTION 1305. Deposited Money and U.S. Government Obligations to Be
Held in Trust; Miscellaneous Provisions.
Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for purposes
of this Section and Section 1306, the Trustee and any such other trustee
are referred to collectively as the "Trustee") pursuant to Section 1304 in
respect of any Securities shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become
due thereon in respect of principal and any premium and interest, but money
so held in trust need not be segregated from other funds except to the
extent required by law.
The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received
in respect thereof other
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<PAGE> 65
than any such tax, fee or other charge which by law is for the account of
the Holders of Outstanding Securities.
Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request
any money or U.S. Government Obligations held by it as provided in
Section 1304 with respect to any Securities which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of
the amount thereof which would then be required to be deposited to effect
the Defeasance or Covenant Defeasance, as the case may be, with respect to
such Securities.
SECTION 1306. Reinstatement.
If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the obligations
under this Indenture and such Securities from which the Company has been
discharged or released pursuant to Section 1302 or 1303 shall be revived
and reinstated as though no deposit had occurred pursuant to this Article
with respect to such Securities, until such time as the Trustee or Paying
Agent is permitted to apply all money held in trust pursuant to
Section 1305 with respect to such Securities in accordance with this
Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the
rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.
ARTICLE FOURTEEN
EXCHANGE OF SECURITIES
SECTION 1401. Applicability of Article.
The provisions of this Article shall be applicable to the Securities of
any series which are exchangeable for other securities or property
(including securities of other issuers, provided that such securities are
registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of
its securities) of the Company, except as otherwise specified as contemplated
by Section 301 for the Securities of such series.
SECTION 1402. Election to Exchange; Notice to Trustee and Holders.
The election of the Company to exchange any Securities shall be
evidenced by a Board Resolution or in another manner specified as
contemplated by Section 301 for such Securities. On or prior to the
seventh Business Day prior to Maturity of the Securities, the Company shall
provide notice to the Holders of record of the Securities and to the
Trustee and will publish a notice in a daily newspaper of national
circulation stating whether the Company has made such election.
<PAGE>
<PAGE> 66
SECTION 1403. No Fractional Shares.
No fractional shares of securities shall be delivered upon exchanges of
Securities of any series. If more than one Security shall be surrendered
for exchange at one time by the same Holder, the number of full shares
which shall be delivered upon exchange shall be computed on the basis of
the aggregate principal amount of the Securities (or specified portions
thereof to the extent permitted hereby) so surrendered. If, except for the
provisions of this Section 1402, any Holder of a Security or Securities
would be entitled to a fractional share of a security upon the exchange of
such Security or Securities, or specified portions thereof, the Company
shall pay to such Holder an amount in cash equal to the current market
value of such fractional share computed on the basis of an average Closing
Price of such security. The "Closing Price" of any security on any date of
determination means, (i) if such security is listed or admitted to unlisted
trading privileges on a national securities exchange, the last reported
sale price regular way on such exchange, or (ii) if such security is not at
the time so listed or admitted to unlisted trading privileges on a national
securities exchange, the average of the bid and asked prices of such
security in the over-the-counter market, as reported by the National
Quotation Bureau, Incorporated or similar organization if the National
Quotation Bureau, Incorporated is no longer reporting such information, or
if not so available, the market price as determined by a nationally
recognized independent investment banking firm retained for this purpose by
the Company.
SECTION 1404. Adjustment of Exchange Rate.
The exchange rate of Securities of any series that is exchangeable for
other securities or property (including securities of other issuers, provided
that such securities are registered under Section 12 of the Exchange Act and
such issuer is then eligible to use Form S-3 (or any successor form) for a
primary offering of its securities) of the Company shall be adjusted for any
stock dividends, stock splits, reclassification, combinations or similar
transactions or any consolidation, merger or other reorganization event in
accordance with the terms of the supplemental indenture or Board Resolution
setting forth the terms of the Securities of such series.
Whenever the exchange rate is adjusted, the Company shall compute the
adjusted exchange rate in accordance with terms of the applicable Board
Resolution or supplemental indenture and shall prepare an Officers'
Certificate setting forth the adjusted exchange rate and showing in
reasonable detail the facts upon which such adjustment is based, and such
certificate shall forthwith be filed at each office or agency maintained
for the purpose of exchange of Securities pursuant to Section 1002 and, if
different, with the Trustee. The Company shall forthwith cause a notice
setting forth the adjusted exchange rate to be mailed, first class postage
prepaid, to each Holder of Securities of such series at its address
appearing on the Security Register and to any exchange agent other than the
Trustee.
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<PAGE> 67
SECTION 1405. Payment of Certain Taxes Upon Exchange.
The Company will pay any and all taxes that may be payable in respect
of the transfer and delivery of shares of other securities or property
(including securities of other issuers, provided that such securities are
registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of
its securities) of the Company on exchange of Securities pursuant hereto.
The Company shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the delivery of shares of
securities in a name other than that of the Holder of the Security or
Securities to be exchanged, and no such transfer or delivery shall be made
unless and until the person requesting such transfer has paid to the Company
the amount of any such tax, or has established, to the satisfaction of the
Company, that such tax has been paid.
SECTION 1406. Shares Free and Clear.
The Company hereby warrants that upon exchange of Securities of any
series, the Holder of a Security shall receive all rights held by the
Company in such security for which such Security is at such time
exchangeable under this Article Fourteen, free and clear of any and all
liens, claims, charges and encumbrances other than any liens, claims,
charges and encumbrances which may have been placed on any such security by
the prior owner thereof, prior to the time such security was acquired by
the Company. Except as provided in Section 1404, the Company will pay all
taxes and charges with respect to the delivery of such security delivered
in exchange for Securities hereunder.
SECTION 1407. Cancellation of Security.
Upon receipt by the Trustee of Securities of any series delivered to it
for exchange under this Article Fourteen, the Trustee shall cancel and
dispose of the same as provided in Section 309.
SECTION 1408. Duties of Trustee Regarding Exchange.
Neither the Trustee nor any exchange agent shall at any time be under
any duty or responsibility to any Holder of Securities of any series that
is exchangeable into other securities or property (including securities of
other issuers, provided that such securities are registered under Section 12
of the Exchange Act and such issuer is then eligible to use Form S-3 (or
any successor form) for a primary offering of its securities) of the Company
to determine whether any facts exist which may require any adjustment of the
exchange rate, or with respect to the nature or extent of any such adjustment
when made, or with respect to the method employed, whether herein or in any
supplemental indenture, any resolutions of the Board of Directors or written
instrument executed by one or more officers of the Company provided to be
employed in making the same. Neither the Trustee nor any exchange agent
shall be accountable with respect to the validity or value (or the kind or
amount) of any securities or property (including securities of other issuers,
provided that such securities are registered under Section 12 of the Exchange
Act and such issuer is then eligible to use Form S-3 (or any successor form)
for a primary offering of its securities) of the Company, or of any Securities
and neither the Trustee nor any exchange agent makes any representation with
respect thereto. Subject to the provisions of Section 601, neither the
Trustee nor any exchange agent shall be responsible for any failure of the
Company to issue, transfer or deliver any stock certificates or other
securities or property (including securities of other issuers, provided
that such securities are registered under Section 12 of the Exchange Act
and such issuer is then eligible to use Form S-3 (or any successor form)
for a primary offering of its securities) upon the surrender of any Security
for the purpose of
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<PAGE> 68
exchange or to comply with any of the covenants of the Company contained in
this Article Fourteen or in the applicable supplemental indenture,
resolutions of the Board of Directors or written instrument executed by one
or more duly authorized officers of the Company.
SECTION 1409. Repayment of Certain Funds Upon Exchange.
Any funds which at any time shall have been deposited by the Company or
on its behalf with the Trustee or any other paying agent for the purpose of
paying the principal of, and premium, if any, and interest, if any, on any
of the Securities (including funds deposited for the sinking fund referred
to in Article Twelve hereof) and which shall not be required for such pur-
poses because of the exchange of such Securities as provided in this
Article Fourteen shall after such exchange be repaid to the Company by the
Trustee upon the Company's written request.
_____________________________
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.
........................
...............................
By.......................................................
Attest:
......................................
........................
...............................
By.......................................................
Attest:
......................................
<PAGE>
<PAGE> 69
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the .... day of ..........., ...., before me personally came
..........................., to me known, who, being by me duly sworn, did
depose and say that he is .................... of
................................., one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.
...............................................
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the .... day of ..........., ...., before me personally came
..........................., to me known, who, being by me duly sworn, did
depose and say that he is .................... of
................................., one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.
...............................................
<PAGE> 1
November 20, 1995
Jefferson-Pilot Corporation
100 North Greene Street
Greensboro, NC 27401
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") of $300 million principal amount of debt securities and
warrants to purchase debt securities (the "Securities") of Jefferson-Pilot
Corporation, a North Carolina corporation (the "Company"), pursuant to a
Registration Statement (the "Registration Statement") filed under Rule 415
but also containing the undertaking required by Rule 430A, you have asked
for my opinion on certain matters.
As Vice President, Secretary and Associate General Counsel of the
Corporation, I am generally familiar with its corporate legal affairs. In
addition, I have examined such documents as I have deemed appropriate for the
purpose of this opinion.
In my opinion, when the Registration Statement has become effective
under the Act, the Indenture relating to the Securities has been duly
authorized, executed and delivered, the terms of any issue of the
Securities and of their issuance and sale have been duly established in
conformity with the Indenture so as not to violate any
<PAGE>
<PAGE> 2
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, and the Securities of such issue have been
duly executed and authenticated in accordance with the Indenture and issued
and sold as contemplated in the Registration Statement, the Securities of
such issue will constitute valid and legally binding obligations of the
Company, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.
I note that, as of the date of this opinion, a judgment for money in
an action based on a Security denominated in a foreign currency or currency
unit in a Federal or state court in the United States ordinarily would be
enforced in the United States only in United States dollars. The date used
to determine the rate of conversion of the foreign currency or currency
unit in which a particular Security is denominated into United States
dollars will depend upon various factors, including which court renders the
judgment.
The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of New York and the Business Corporation
Law of the State of North Carolina
<PAGE>
<PAGE> 3
and I am expressing no opinion as to the effect of the laws of any other
jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to me in any Prospectus which is
part thereof, as counsel for the Company who has passed upon the validity
of the Securities. In giving such consent, I do not thereby admit that I
come within the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
<PAGE> 1
EXHIBIT 8
November 20, 1995
Jefferson-Pilot Corporation,
P.O. Box 21008,
Greensboro, North Carolina 27420.
Re: Jefferson-Pilot Corporation ___% Automatic
Common Exchange Securities Due 2000
(the "Securities")
Ladies and Gentlemen:
We have acted as your tax counsel in connection with the
Registration Statement on Form S-3 of Jefferson-Pilot Corporation filed
with the Securities and Exchange Commission on October 18, 1995 (the
"Registration Statement") and hereby confirm to you our opinion as set
forth under the heading "Risk Factors -- Tax Uncertainties" in the Prospectus
Supplement relating thereto (the "Prospectus Supplement") and confirm that
the description of the United States federal income taxation of Securities set
forth under the heading "Certain Federal Income Tax Considerations" in the
Prospectus Supplement is accurate in all material respects insofar as it
relates to matters of law and legal conclusions, although as stated therein
we are unable to
<PAGE>
<PAGE> 2
opine that the likely characterization and treatment of the Securities are
as described therein.
We hereby consent to the filing with the Securities and
Exchange Commission of this letter as an exhibit to the Registration
Statement and to the reference to us in the Prospectus Supplement under the
heading "Certain Federal Income Tax Considerations". In giving such
consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
SULLIVAN & CROMWELL
<PAGE> 1
Exhibit 12
Jefferson-Pilot Corporation
Ratio Calculations
<TABLE>
Historical
<CAPTION>
9/30/95 9/30/94 12/31/94 12/31/93 12/31/92 12/31/91 12/31/90
Actual Actual Actual Actual Actual Actual Actual
<S> <C> <C> <C> <C> <C> <C> <C>
Income from continuing operations
before income taxes 250,309 251,595 347,603 310,458 275,362 244,767 221,589
Add interest charges:
JP Life (Rpt 79 - Unaffiliated only) 12,043 6,070 10,227 311
Affiliated (584)
Greensborough Court 286 214 301 284 308 434 528
JP Corp 1,274 1,227 1,245 0
Interest Portion of Leases 2,050 2,250 3,000 3,500 4,000 4,000 4,000
15,653 9,761 14,189 4,095 4,308 4,434 4,528
Adjusted Income 265,962 261,356 361,792 314,553 279,670 249,201 226,117
Ratio 17.0 26.8 25.5 76.8 64.9 56.2 49.9
</TABLE>
<TABLE>
Pro forma for Acquisition Financing <F1>
<CAPTION>
9/30/95 12/31/94
<S> <C> <C>
Income from continuing operations
before income taxes 250,309 347,603
Add interest charges:
JP Life (Rpt 79 - Unaffiliated only) 12,043 10,227
Affiliated (584)
Greensborough Court 286 301
JP Corp (G/L) 1,274 1,245
Interest Portion of Leases 2,050 3,000
Interest on $315M <F2> 14,235 18,979
Preferred dividend 4,110 5,480
33,998 38,648
Adjusted Income 284,307 386,251
Ratio 8.4 10.0
<FN>
<F1> Includes $315 million bank acquisition financing and $50 million
preferred stock related to acquisition of Alexander Hamilton, but
using only historical income.
<F2> Represents nine months estimated interest on bank acquisition
financing at actual initial interest rate.
</FN>
</TABLE>
<PAGE> 1
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/ Dennis R. Glass (SEAL)
Name: Dennis R. Glass
Date: July 31, 1995
<PAGE> 1
EXHIBIT 25
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT FOR 1939, AS AMENDED,
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
(Exact name of Trustee as specified in its charter)
230 SOUTH TRYON STREET, 8TH FLOOR
CHARLOTTE, NORTH CAROLINA 28288-117956 0900030
(Address of principal executive office) (Zip Code) (I.R.S. Employer
Identification No.)
JEFFERSON-PILOT CORPORATION
(Exact name of obligor as specified in its charter)
North Carolina 56-0896180
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 North Greene Street
Greensboro, NC 27401
(Address of principal executive offices) (Zip Code)
<PAGE>
<PAGE> 2
DEBT SECURITIES
(Title of the indenture securities)
1. General information.
(a) The following are the names and addresses of each examining
or supervising authority to which the Trustee is subject:
The Comptroller of the Currency, Washington, D.C.
Federal Reserve Bank of Richmond, Virginia
Federal Deposit Insurance Corporation, Washington, D.C.
Securities and Exchange Commission, Division of
Market Regulation, Washington, D.C.
(b) The Trustee is authorized to exercise corporate trust
powers.
2. Affiliations with obligor.
The obliger is not an affiliate of the Trustee.
(See Note 2 on Page 5)
3. Voting Securities of the Trustee.
The following information is furnished as to each class of
voting securities of the Trustee:
As of November 5, 1995
Column A Column B
Title of Class Amount Outstanding
Common Stock, par value $3.33-1/3 a share
169,528,088 shares
4. Trusteeships under other indentures.
The Trustee is not a trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the obligor are outstanding.
5. Interlocking directorates and similar relationships with the
obligor or underwriters.
Neither the Trustee nor any of the directors or executive
officers of the Trustee is a director, officer, partner, employee,
appointee or representative of the obligor or of any underwriter for
the obligor.
(See Note 2 on Page 5)
6. Voting securities of the Trustee owned by the obligor or its
officials.
Voting securities of the Trustee owned by the obligor and
its directors, partners, and executive officers, taken as a group, do
not exceed one percent of the outstanding voting securities of the
Trustee.
(See Notes 1 and 2 on Page 5)
<PAGE>
<PAGE> 3
7. Voting securities of the Trustee owned by underwriters or their
officials.
Voting securities of the Trustee owned by any underwriter
and its directors, partners, and executive officers, taken as a group,
do not exceed one percent of the outstanding voting securities of the
Trustee.
(See Note 2 on Page 5)
8. Securities of the obligor owned or held by the Trustee.
The amount of securities of the obligor which the Trustee
owns beneficially or holds as collateral security for obligations in
default does not exceed one percent of the outstanding securities of
the obligor.
(See Note 2 on Page 5)
9. Securities of underwriters owned or held by the Trustee.
The Trustee does not own beneficially or hold as collateral
security for obligations in default any securities of an underwriter
for the obligor.
(See Note 2 on Page 5)
10. Ownership or holdings by the Trustee of voting securities of
certain affiliates or security holders of the obligor.
The Trustee does not own beneficially or hold as collateral
security for obligations in default voting securities of a person, who,
to the knowledge of the Trustee (1) owns 10% or more of the voting
securities of the obligor or (2) is an affiliate, other than a
subsidiary, of the obligor.
(See Note 2 on Page 5)
11. Ownership or holdings by the Trustee of any securities of a
person owning 50 percent or more of the voting securities of the
obligor.
The Trustee does not own beneficially or hold as collateral
security for obligations in default any securities of a person who, to
the knowledge of Trustee, owns 50 percent or more of the voting
securities of the obligor.
(See Note 2 on Page 5)
12. Indebtedness of the obligor to the Trustee.
The obligor is not indebted to the Trustee.
13. Defaults by the obligor.
Not applicable.
14. Affiliations with the Underwriters.
No underwriter is an affiliate of the Trustee.
<PAGE>
<PAGE> 4
15. Foreign Trustee.
Not applicable.
16. List of Exhibits.
(1) Articles of Association of the Trustee as now in effect.
Incorporated to Exhibit (1) filed with Form T-1 Statement
included in Registration Statement No. 33-45946.
(2) Certificate of Authority of the Trustee to commence
business. Incorporated by reference to Exhibit (2) filed
with Form T-1 Statement included in Registration Statement
No. 33-45946.
(3) Authorization of the Trustee to exercise corporate trust
powers, if such authorization is not contained in the
documents specified in Exhibits (1) and (2) above.
(4) By-Laws of the Trustee. Incorporated by reference to
Exhibit (4) filed with Form T-1 Statement included in
Registration Statement No. 33-45946.
(5) Inapplicable.
(6) Consent by the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939. Included at Page 7 of this
Form T-1 Statement.
(7) Report of condition of Trustee.
(8) Inapplicable.
(9) Inapplicable.
<PAGE>
<PAGE> 5
NOTES
1. Since the Trustee is a member of First Union Corporation, a
bank holding company, all of the voting securities of the Trustee are
held by First Union Corporation. The securities of First Union
Corporation are described in Item 3.
2. Inasmuch as this Form T-1 is filed prior to the
ascertainment by the Trustee of all facts on which to base responsive
answers to Items 2, 5, 6, 7, 8, 9, 10 and 11, the answers to said Items
are based on incomplete information. Items 2, 5, 6, 7, 8, 9, 10 and 11
may, however, be considered as correct unless amended by an amendment
to this Form T-1.
<PAGE>
<PAGE> 6
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, as amended, the Trustee, FIRST UNION NATIONAL BANK OF NORTH
CAROLINA, a national association organized and existing under the laws
of the United States of America, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Charlotte,
and State of North Carolina on the 20th day of November, 1995.
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
(Trustee)
By:
Pablo de la Canal
Assistant Vice President
<PAGE>
<PAGE> 1
EXHIBIT T-1 (6)
CONSENTS OF TRUSTEE
Under section 321(b) of the Trust Indenture Act of 1939 and
in connection with the proposed issuance by Jefferson-Pilot Corporation
of its Debt Securities, First Union National Bank of North Carolina, as
the Trustee herein named, hereby consents that reports of examinations
of said Trustee by Federal, State, Territorial or District authorities
may be furnished by such authorities to the Securities and Exchange
Commission upon request therefor.
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
By: /s/ Daniel J. Ober
Daniel J. Ober, Vice
President
Dated: November 20, 1995
