<PAGE> 1
File Pursuant to Rule 424(b)(1)
Registration No. 33-63521
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 27, 1995
1,650,000 SECURITIES
LOGO JEFFERSON-PILOT CORPORATION
7.25% AUTOMATIC COMMON EXCHANGE SECURITIES DUE JANUARY 21, 2000
(SUBJECT TO EXCHANGE INTO SHARES OF COMMON STOCK OF NATIONSBANK CORPORATION)
------------------------
The principal amount of each of the 7.25% Automatic Common Exchange
Securities Due January 21, 2000 (each, a "Security") of Jefferson-Pilot
Corporation being offered hereby is $72.50 (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 November 27, 1995 as reported on the New York Stock
Exchange. The Securities will mature on January 21, 2000. Interest on the
Securities, at the rate of 7.25% of the principal amount per annum, is payable
quarterly in arrears on March 22, June 22, September 22 and December 22,
beginning December 22, 1995. 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 $0.05 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 $87.00 per share of NationsBank Common Stock (the "Threshold
Appreciation Price"), .8333 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
Securities have been approved for listing on the New York Stock Exchange,
subject to official notice of issuance.
---------------------
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 (1) DISCOUNT(2) THE COMPANY(3)
---------------------------------------------------------------------
<S> <C> <C> <C>
Per Security.................................... $72.50 $2.18 $70.32
Total(4)........................................ $119,625,000 $3,597,000 $116,028,000
</TABLE>
- ---------------
(1) Plus accrued interest, if any, from December 1, 1995 to the date of
delivery.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting".
(3) Before deducting estimated expenses of $147,000 payable by the Company.
(4) The Company has granted the Underwriters an option for 30 days to purchase
up to an additional 165,000 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 $131,587,500, $3,956,700 and $127,630,800, respectively.
See "Underwriting".
---------------------
The Securities are offered severally by the Underwriters, as specified
herein, subject to receipt and acceptance by them and subject to their right to
reject any order in whole or in part. It is expected that the Securities will be
ready for delivery through the facilities of DTC in New York, New York, on or
about December 1, 1995, against payment therefor in next day funds.
GOLDMAN, SACHS & CO. MERRILL LYNCH & CO.
---------------------
The date of this Prospectus Supplement is November 27, 1995.
<PAGE> 2
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 (dated June 15, 1995) and Form 8-K and Forms 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.
---------------------
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.
S-2
<PAGE> 3
THE SECURITIES OFFERING
SECURITIES OFFERED......... 1,650,000 Automatic Common Exchange Securities Due
January 21, 2000 (each, a "Security")
PRINCIPAL AMOUNT........... $72.50 per Security
STATED MATURITY............ January 21, 2000
INTEREST RATE.............. 7.25% per annum, or $1.314 per Security per
quarter, payable quarterly in arrears
INTEREST PAYMENT DATES..... March 22, June 22, September 22 and December 22,
beginning December 22, 1995
EXCHANGE AT MATURITY....... At Maturity, the principal amount of each Security
will be mandatorily exchanged by Jefferson-Pilot
Corporation (the "Company") into a number of shares
of NationsBank Common Stock (or, at the Company's
option, which may be exercised with respect to all,
or less than all, shares of NationsBank Common
Stock deliverable upon exchange of all outstanding
Securities, cash with an equal value) at the
Exchange Rate, plus any accrued and unpaid interest
up to Maturity. The Exchange Rate is equal to,
subject to certain adjustments, (a) if the Maturity
Price or Redemption Price is greater than or equal
to $87.00 per share of NationsBank Common Stock
(the "Threshold Appreciation Price"), .8333 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 $0.05 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.
S-3
<PAGE> 4
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 7.25% per
annum, a yield in excess of the 3.20% current
dividend yield of the NationsBank Common Stock
based on the last sale price per share of $72.50
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 20.00% over
the Initial Price). Moreover, holders of the
Securities will only be entitled to receive upon
exchange at Maturity or upon redemption 83.33% (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
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 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".
S-4
<PAGE> 5
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 20.00% over the Initial Price. Moreover,
holders of the Securities will only be entitled to receive upon exchange at
Maturity or upon redemption 83.33% (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.
S-5
<PAGE> 6
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 positions 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 (the "IRS") or upheld
by a court.
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 information
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.
S-6
<PAGE> 7
POSSIBLE ILLIQUIDITY OF THE SECONDARY MARKET
It is not possible to predict how the Securities will trade in the
secondary market or whether such market will be liquid or illiquid. The
Securities are new securities and there is currently no secondary market for the
Securities. The Securities have been approved for listing 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.
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 under Commission File Number 1-6523.
Since the filing of its Annual Report on Form 10-K for the year ended December
31, 1994, NationsBank has filed Quarterly Reports on Form 10-Q for the quarters
ended 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
S-7
<PAGE> 8
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 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."
S-8
<PAGE> 9
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
-------------------------------------------------------
PRO FORMA FOR
ACQUISITION OF PRO FORMA
HISTORICAL ALEXANDER HAMILTON(A) FOR SECURITIES
---------- --------------------- --------------
(AMOUNTS IN MILLIONS EXCEPT SHARE
AND PER SHARE INFORMATION)
<S> <C> <C> <C>
Repurchase agreements......................... $ 266.1 $ 266.1 $ 266.1
Notes payable................................. 76.5 76.5 76.5
Bank acquisition financing.................... 0.0 315.0 199.1(b)
Securities offered hereby..................... 0.0 0.0 119.6
---------- ----------- --------------
Total debt.................................... $ 342.6 $ 657.6 $ 661.3
---------- ----------- --------------
Preferred stock of Alexander Hamilton(a)...... $ 0.0 $ 50.0 $ 50.0
---------- ----------- --------------
Shareholders' equity
Common stock (par value $1.25 per share,
150,000,000 shares authorized, 47,466,866
shares issued).............................. $ 59.3 $ 59.3 $ 59.3
Retained earnings............................. 1,508.0 1,508.0 1,508.0
Net unrealized gains on securities available
for sale, net of deferred taxes.......... 431.8 431.8 431.8
---------- ----------- --------------
Total shareholders' equity.................... $ 1,999.1 $ 1,999.1 $1,999.1
---------- ----------- --------------
Total capitalization.......................... $ 2,341.7 $ 2,706.7 $2,710.4
======== ================== ===========
</TABLE>
(a) 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.
(b) 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".
S-9
<PAGE> 10
SELECTED CONSOLIDATED FINANCIAL DATA
The following table presents selected consolidated financial information
derived from the Company's audited financial statements for each of the five
years in the period ended December 31, 1994 and the Company's unaudited interim
financial statements, which, in the opinion of management include all
adjustments (consisting of normal recurring accruals) necessary for a fair
presentation of the Company's results of operations and financial position. The
results of operations for the 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.
<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 gains................. 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
Other..................................... 9.1 7.9 9.2 6.2 4.7 4.7 5.6
-------- -------- -------- -------- -------- -------- --------
Total from continuing
operations............................ $1,025.7(a) $ 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
Other, net................................ 21.0 27.3 39.4 34.1 23.8 15.5 13.1
-------- -------- -------- -------- -------- -------- --------
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(b).................................. 18.6 5.8 9.3 9.7 8.6 3.7 6.3
Accumulated post retirement benefit
obligation, net(c)........................ 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(d)....... 17.0 26.8 25.5 76.8 64.9 56.2 49.9
Pro forma combined ratio of earnings to
fixed charges(e).......................... 8.4 N/A 10.0 N/A N/A N/A N/A
BALANCE SHEET DATA
Total assets................................ $7,989.6(a) $6,114.3 $6,140.3 $5,640.6 $5,256.8 $4,945.4 $4,474.5
Total debt
Obligations under repurchase agreements... 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
</TABLE>
- ---------------
(a) The Company acquired a majority of the life insurance and annuity business
of Kentucky Central Life Insurance Company on May 31, 1995 in an assumption
reinsurance transaction. In connection with this transaction, JP Life
assumed assets of $869 million (excluding the value of business acquired)
and recorded liabilities of $1,092 million. Four months' operating results
are included in the September 30, 1995 operating results.
(b) Includes earnings of Jefferson-Pilot Fire & Casualty Company and
Jefferson-Pilot Title Insurance Company, each of which the Company agreed to
sell in 1994.
(c) During 1993, the Company adopted SFAS 106 "Employers' Accounting for
Postretirement Benefits Other Than Pensions." SFAS 106 requires the accrual
of the cost of providing postretirement benefits other than pensions during
the employees' active service periods. Accordingly, the consolidated
statement of income for 1993 includes a charge in the amount of $24.1
million, representing initial recognition of the accumulated benefit
obligation of $37.0 million, net of deferred tax benefit of $12.9 million.
(d) The ratio of earnings to fixed charges is computed by dividing earnings by
fixed charges. For this purpose, "earnings" include pretax income from
continuing operations plus certain fixed charges. "Fixed charges" include
interest, whether expensed or capitalized, amortization of debt expense and
the portion of rental expense which is representative of the interest
factor.
(e) The pro forma combined ratio of earnings to fixed charges 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.
S-10
<PAGE> 11
DESCRIPTION OF THE SECURITIES
The Securities will be issued under the indenture (the "Indenture"), dated
as of November 21, 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 1,650,000, 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 $72.50, will
bear interest at the annual rate of 7.25% of the principal amount per annum (or
$5.256 per annum) from December 1, 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 March 22, June 22, September 22 and December 22,
commencing December 22, 1995 (each, an "Interest Payment Date"), to the persons
in whose names the Securities are registered as of the record date. Interest on
the Securities will be computed on the basis of a 360-day year of twelve 30-day
months. If an Interest Payment Date falls on a day that is not a Business Day,
the interest payment to be made on such Interest Payment Date will be made on
the next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date, and no additional interest will accrue as a result
of such delayed payment.
The Securities will mature on January 21, 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, .8333 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.
S-11
<PAGE> 12
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 tenth 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 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 $72.50 and the
Threshold Appreciation Price of $87.00, 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>
$65.00 1.0000 $65.00
72.50 1.0000 72.50
79.75 0.9091 72.50
87.00 0.8333 72.50
95.00 0.8333 79.16
</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. 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).
S-12
<PAGE> 13
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 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
S-13
<PAGE> 14
(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, .8333 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.
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.
S-14
<PAGE> 15
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 $0.05 per Security and any accrued and unpaid
interest up to the date of redemption. On or prior to the tenth 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 the 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.
S-15
<PAGE> 16
Upon the issuance of a Global Security, the Depositary or its nominee will
credit the respective Securities represented by such Global Security to the
accounts of participants. The accounts to be credited shall be designated by the
Underwriters. Ownership of beneficial interests in such Global Securities will
be limited to participants or persons that may hold interests through
participants. Ownership of beneficial interests by participants in such Global
Securities will be shown on, and the transfer of those ownership interests will
be effected only through, records maintained by the Depositary or its nominee
for such Global Securities. Ownership of beneficial interests in such Global
Securities by persons that hold through participants will be shown on, and the
transfer of that ownership interest within such participant will be effected
only through, records maintained by such participant. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Securities
for all purposes under the Indenture. Except as set forth below, owners of
beneficial interests in such Global Securities will not be entitled to have the
Securities registered in their names, will not receive or be entitled to receive
physical delivery of the Securities in definitive form and will not be
considered the owners or holders thereof under the Indenture.
Payment of principal of and any interest on the Securities registered in
the name of or held by the Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered owner or the
holder of the Global Security. None of the Company, the Trustee, any Paying
Agent or any securities registrar for the Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
The Company expects that the Depositary, upon receipt of any payment of
principal or interest in respect of a permanent Global Security, will credit
immediately participants' accounts with payments in amounts proportionate to
their respective beneficial interests in the principal amount of such Global
Security as shown on the records of the Depositary. The Company also expects
that payments by participants to owners of beneficial interests in such Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such participants.
A Global Security may not be transferred except as a whole by the
Depositary to a nominee or a successor of the Depositary. If the Depositary is
at any time unwilling or unable to continue as depositary and a successor
depositary is not appointed by the Company within 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.
S-16
<PAGE> 17
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 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.
S-17
<PAGE> 18
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.
S-18
<PAGE> 19
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:
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SECURITIES
------------------------------------------------------------------- -------------
<S> <C>
Goldman, Sachs & Co. .............................................. 617,100
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.......................................... 617,100
Advest, Inc. ...................................................... 33,000
Bear, Stearns & Co. Inc. .......................................... 50,600
Alex. Brown & Sons Incorporated.................................... 50,600
Conning & Company.................................................. 33,000
Donaldson, Lufkin & Jenrette Securities Corporation................ 50,600
Legg Mason Wood Walker, Incorporated............................... 33,000
Northington Capital Markets, Inc. ................................. 33,000
Raymond James & Associates, Inc. .................................. 33,000
The Robinson-Humphrey Company, Inc. ............................... 33,000
Scott & Stringfellow, Inc. ........................................ 33,000
Wheat, First Securities, Inc. ..................................... 33,000
-------------
Total.................................................... 1,650,000
=============
</TABLE>
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 $1.31 per Security. The Underwriters may allow, and such dealers
may reallow, a concession not to exceed $0.10 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 165,000
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 1,650,000 Securities offered hereby.
The Company and ETRE Capital Corp. have agreed not to offer, sell, contract
to sell or otherwise dispose of, directly or indirectly, or file a registration
statement under the Securities Act with respect to, any Securities, shares of
NationsBank Common Stock, securities convertible into or exchangeable for shares
of NationsBank Common Stock or rights or warrants to acquire such shares, or any
other security substantially similar to the Securities or the NationsBank Common
Stock for a period of 180 days after the date of this Prospectus without the
prior written consent of the representatives of the Underwriters, except for the
Securities offered in connection with the offering of the Securities and shares
of NationsBank Common Stock transferred by the Company upon exchange of the
Securities.
The representatives have informed the Company that they do not expect sales
to discretionary accounts by the Underwriters to exceed five percent of the
total number of Securities offered by them.
S-19
<PAGE> 20
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 November 27,
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 Securities have been approved for listing on the New York Stock
Exchange, subject to official notice of issuance.
The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act.
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.
S-20
<PAGE> 21
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 November 27, 1995
<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 (dated June 15, 1995) and Form 8-K and Forms 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.
2
<PAGE> 23
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any and all of the foregoing documents incorporated by
reference herein, other than the exhibits to such documents (unless such
exhibits are specifically incorporated by reference in such documents). Requests
should be directed to: Jefferson-Pilot Corporation, 100 North Greene Street,
Greensboro, North Carolina 27401, Attention: Robert A. Reed, (910) 691-3375.
JEFFERSON-PILOT CORPORATION
Jefferson-Pilot Corporation (the "Company"), through its insurance
subsidiaries, is primarily engaged in the business of writing life insurance,
annuities and accident and health insurance through a broad range of individual
and group distribution channels. Other subsidiaries own and operate radio and
television stations and produce sports programming. The principal subsidiaries
of the Company are Jefferson-Pilot Life Insurance Company ("JP Life"), Alexander
Hamilton Life Insurance Company of America ("Alexander Hamilton"), and
Jefferson-Pilot Communications Company ("JP Communications"). Except where the
context otherwise requires, the "Company" also refers to the consolidated group
of Jefferson-Pilot Corporation and its subsidiaries. The Company, headquartered
in Greensboro, North Carolina, was incorporated in North Carolina in 1968. The
principal executive offices are located at 100 North Greene Street, Greensboro,
North Carolina 27401 (telephone 910/691-3691).
A.M. Best Company, Inc. ("A.M. Best"), an independent insurance industry
rating organization, currently rates JP Life "A++ (Superior)," the highest
rating available from A.M. Best, and rates Alexander Hamilton "A+ (Superior),"
its second highest rating. Standard & Poor's Corporation ("S&P") rates JP Life's
claims-paying ability "AAA (Superior)," the highest rating available from S&P.
Following its acquisition by the Company as described below, S&P upgraded
Alexander Hamilton's claims-paying rating to "AAA (Superior)." Duff & Phelps
currently rates the claims-paying ability of JP Life and Alexander Hamilton "AAA
(Superior)". Moody's Investors Service's 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 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.
3
<PAGE> 24
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.
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.
4
<PAGE> 25
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
November 21, 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, a national banking
association 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 such
obligation; (8) if
5
<PAGE> 26
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
"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.
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The Indenture does not contain any provisions that limit the Company's
ability to incur indebtedness or that afford Holders of the Debt Securities
protection in the event of a highly leveraged or similar transaction involving
the Company.
FORM, EXCHANGE AND TRANSFER
The Securities of each series will be issuable only in fully registered
form, without coupons, and, unless otherwise specified in the applicable
Prospectus Supplement, only in denominations of $1,000 and integral multiples
thereof. (Section 302)
At the option of the Holder, subject to the terms of the Indenture and the
limitations applicable to Global Securities, Securities of each series will be
exchangeable for other Securities of the same series of any authorized
denomination and of a like tenor and aggregate principal amount. (Section 305)
Subject to the terms of the Indenture and the limitations applicable to
Global Securities, Securities may be presented for exchange as provided above or
for registration of transfer (duly endorsed or with the form of transfer
endorsed thereon duly executed) at the office of the Security Registrar or at
the office of any transfer agent designated by the Company for such purpose. No
service charge will be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. Such transfer
or exchange will be effected upon the Security Registrar or such transfer agent,
as the case may be, being satisfied with the documents of title and identity of
the person making the request. The Company has appointed the Trustee as Security
Registrar. Any transfer agent (in addition to the Security Registrar) initially
designated by the Company for any Securities will be named in the applicable
Prospectus Supplement. (Section 305) The Company may at any time designate
additional transfer agents or rescind the designation of any transfer agent or
approve a change in the office through which any transfer agent acts, except
that the Company will be required to maintain a transfer agent in each Place of
Payment for the Securities of each series. (Section 1002)
If the Securities of any series (or of any series and specified terms) are
to be redeemed in part, the Company will not be required to (i) issue, register
the transfer of or exchange any Security of that series (or of that series and
specified terms, as the case may be) during a period beginning at the opening of
business 15 days before the day of mailing of a notice of redemption of any such
Security that may be selected for redemption and ending at the close of business
on the day of such mailing or (ii) register the transfer of or exchange any
Security so selected for redemption, in whole or in part, except the unredeemed
portion of any such Security being redeemed in part. (Section 305)
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
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applicable Prospectus Supplement. All securities issued in exchange for a Global
Security or any portion thereof will be registered in such names as the
Depositary may direct. (Sections 204 and 305)
As long as the Depositary, or its nominee, is the registered Holder of a
Global Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner and Holder of such Global Security and the Securities
represented thereby for all purposes under the Securities and the Indenture.
Except in the limited circumstances referred to above, owners of beneficial
interests in a Global Security will not be entitled to have such Global Security
or any Securities represented thereby registered in their names, will not
receive or be entitled to receive physical delivery of certificated Securities
in exchange therefor and will not be considered to be the owners or Holders of
such Global Security or any Securities represented thereby for any purpose under
the Securities or the Indenture. All payments of principal of and any premium
and interest on a Global Security will be made to the Depositary or its nominee,
as the case may be, as the Holder thereof. The laws of some jurisdictions
require that certain purchasers of securities take physical delivery of such
securities in definitive form. These laws may impair the ability to transfer
beneficial interests in a Global Security.
Ownership of beneficial interests in a Global Security will be limited to
institutions that have accounts with the Depositary or its nominee
("participants") and to persons that may hold beneficial interests through
participants. In connection with the issuance of any Global Security, the
Depositary will credit, on its book-entry registration and transfer system, the
respective principal amounts of Securities represented by the Global Security to
the accounts of its participants. Ownership of beneficial interests in a Global
Security will be shown only on, and the transfer of those ownership interests
will be effected only through, records maintained by the Depositary (with
respect to participants' interests) or any such participant (with respect to
interests of persons held by such participants on their behalf). Payments,
transfers, exchanges and others matters relating to beneficial interests in a
Global Security may be subject to various policies and procedures adopted by the
Depositary from time to time. None of the Company, the Trustee or any agent of
the Company or the Trustee will have any responsibility or liability for any
aspect of the Depositary's or any participant's records relating to, or for
payments made on account of, beneficial interests in a Global Security, or for
maintaining, supervising or reviewing any records relating to such beneficial
interests.
Secondary trading in notes and debentures of corporate issuers is generally
settled in clearing-house or next-day funds. In contrast, beneficial interests
in a Global Security, in some cases, may trade in the Depositary's same-day
funds settlement system, in which secondary market trading activity in those
beneficial interests would be required by the Depositary to settle in
immediately available funds. There is no assurance as to the effect, if any,
that settlement in immediately available funds would have on trading activity in
such beneficial interests. Also, settlement for purchases of beneficial
interests in a Global Security upon the original issuance thereof may be
required to be made in immediately available funds.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of interest on a Security on any Interest Payment Date will be made to the
Person in whose name such Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest. (Section 307)
Unless otherwise indicated in the applicable Prospectus Supplement,
principal of and any premium and interest on the Securities of a particular
series will be payable at the office of such Paying Agent or Paying Agents as
the Company may designate for such purpose from time to time, except that at the
option of the Company payment of any interest may be made by check mailed to the
address of the Person entitled thereto as such address appears in the Security
Register. Unless otherwise indicated in the applicable Prospectus Supplement,
the corporate trust office of the Trustee in The City of New York will be
designated as the Company's sole Paying Agent for payments with respect to
Securities of each series. Any other Paying Agents initially designated by the
Company for the Securities of a particular series will be named in the
applicable Prospectus Supplement. The Company may at any time designate
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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 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
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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
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the case of any such Original Issue Discount Security or other Security, such
specified amount) will automatically, and without any action by the Trustee or
any Holder, become immediately due and payable. After any such acceleration, but
before a judgment or decree based on acceleration, the Holders of a majority in
aggregate principal amount of the Outstanding Securities of that series may,
under certain circumstances, rescind and annul such acceleration if all Events
of Default, other than the non-payment of accelerated principal (or other
specified amount), have been cured or waived as provided in the Indenture.
(Section 502) For information as to waiver of defaults, see "Modification and
Waiver".
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders, unless such Holders
shall have offered to the Trustee reasonable indemnity. (Section 603) Subject to
such provisions for the indemnification of the Trustee, the Holders of a
majority in aggregate principal amount of the Outstanding Securities of any
series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on the Trustee with respect to the Securities of that series.
(Section 512)
No Holder of a Security of any series will have any right to institute any
proceeding with respect to the Indenture, or for the appointment of a receiver
or a trustee, or for any other remedy thereunder, unless (i) such Holder has
previously given to the Trustee written notice of a continuing Event of Default
with respect to the Securities of that series, (ii) the Holders of at least 25%
in aggregate principal amount of the Outstanding Securities of that series have
made written request, and such Holder or Holders have offered reasonable
indemnity, to the Trustee to institute such proceeding as trustee and (iii) the
Trustee has failed to institute such proceeding, and has not received from the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of that series a direction inconsistent with such request, within 60
days after such notice, request and offer. (Section 507) However, such
limitations do not apply to a suit instituted by a Holder of a Security for the
enforcement of payment of the principal of or any premium or interest on such
Security on or after the applicable due date specified in such Security or of
the right to exchange such Debt Security in accordance with the terms of the
Indenture (if applicable). (Section 508)
The Company will be required to furnish to the Trustee annually a statement
by certain of its officers as to whether or not the Company, to their knowledge,
is in default in the performance or observance of any of the terms, provisions
and conditions of the Indenture and, if so, specifying all such known defaults.
(Section 1004)
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)
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The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may waive compliance by the Company with
certain restrictive provisions of the Indenture. (Section 1010) The Holders of a
majority in principal amount of the Outstanding Securities of any series may
waive any past default under the Indenture, except a default in the payment of
principal, premium or interest and certain covenants and provisions of the
Indenture which cannot be amended without the consent of the Holder of each
Outstanding Security of such series affected. (Section 513)
The Indenture will provide that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given or taken any
direction, notice, consent, waiver or other action under the Indenture as of any
date, (i) the principal amount of an Original Issue Discount Security that will
be deemed to be Outstanding will be the amount of the principal thereof that
would be due and payable as of such date upon acceleration of the Maturity
thereof to such date, (ii) if, as of such date, the principal amount payable at
the Stated Maturity of a Security is not determinable (for example, because it
is based on an index), the principal amount of such Security deemed to be
Outstanding as of such date will be an amount determined in the manner
prescribed for such Security and (iii) the principal amount of a Security
denominated in one or more foreign currencies or currency units that will be
deemed to be Outstanding will be the U.S. dollar equivalent, determined as of
such date in the manner prescribed for such Security, of the principal amount of
such Security (or, in the case of a Security described in clause (i) or (ii)
above, of the amount described in such clause). Certain Securities, including
those for whose payment or redemption money has been deposited or set aside in
trust for the Holders and those that have been fully defeased pursuant to
Section 1302, will not be deemed to be Outstanding. (Section 101)
Except in certain limited circumstances, the Company will be entitled to
set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give or take any direction,
notice, consent, waiver or other action under the Indenture, in the manner and
subject to the limitations provided in the Indenture. In certain limited
circumstances, the Trustee will be entitled to set a record date for action by
Holders. If a record date is set for any action to be taken by Holders of a
particular series, such action may be taken only by persons who are Holders of
Outstanding Securities of that series on the record date. To be effective, such
action must be taken by Holders of the requisite principal amount of such
Securities within a specified period following the record date. For any
particular record date, this period will be 180 days or such shorter period as
may be specified by the Company (or the Trustee, if it set the record date), and
may be shortened or lengthened (but not beyond 180 days) from time to time.
(Section 104)
DEFEASANCE AND COVENANT DEFEASANCE
If and to the extent indicated in the applicable Prospectus Supplement, the
Company may elect, at its option at any time, to have the provisions of Section
1302, relating to defeasance and discharge of indebtedness, or Section 1303,
relating to defeasance of certain restrictive covenants in the Indenture,
applied to the Securities of any series, or to any specified part of a series.
(Section 1301)
DEFEASANCE AND DISCHARGE
The Indenture will provide that, upon the Company's exercise of its option
(if any) to have Section 1302 applied to any Securities, the Company will be
discharged from all its obligations with respect to such Securities (except for
certain obligations to exchange or register the transfer of Securities, to
replace stolen, lost or mutilated Securities, to maintain paying agencies and to
hold moneys for payment in trust) upon the deposit in trust for the benefit of
the Holders of such Securities of money or U.S. Government Obligations, or both,
which, through the payment of principal and interest in respect thereof in
accordance with their terms, will provide money in an amount sufficient to pay
the principal of and any premium and interest on such Securities on the
respective Stated Maturities in accordance with the terms of the Indenture and
such Securities. Such defeasance or discharge may occur only if, among other
things, the Company has delivered to the Trustee an Opinion of Counsel to the
effect that the Company has received from, or there has been published by, the
United States Internal Revenue Service
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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)
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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
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<PAGE> 35
time up to the close of business on the expiration date set forth in the
Prospectus Supplement relating to the Warrants offered thereby. After the close
of business on the expiration date, unexercised Warrants will become void.
Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Warrants offered thereby. Upon receipt of payment and the
warrant certificate properly completed and duly executed at the corporate trust
office of the Warrant Agent or any other office indicated in the Prospectus
Supplement, the Company will, as soon as practicable, forward the Securities
purchasable upon such exercise. If less than all of the Warrants represented by
such warrant certificate are exercised, a new warrant certificate will be issued
for the remaining Warrants.
PLAN OF DISTRIBUTION
The Company may sell Securities to one or more underwriters for public
offering and sale by them or may sell Securities to investors or other persons
directly or through agents. The Company may sell Securities as soon as
practicable after effectiveness of the Registration Statement, provided that
favorable market conditions exist. Any such underwriter or agent involved in the
offer and sale of the Securities will be named in an applicable Prospectus
Supplement.
Underwriters may offer and sell the Securities at a fixed price or prices,
which may be changed, or at prices related to prevailing market prices or at
negotiated prices. The Company also may, from time to time, authorize firms
acting as the Company's agents to offer and sell the Securities upon the terms
and conditions as shall be set forth in any Prospectus Supplement. In connection
with the sale of Securities, underwriters may be deemed to have received
compensation from the Company in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of Securities for
whom they may act as agent. Underwriters may sell Securities to or through
dealers, and such dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions (which may
be changed from time to time) from the purchasers for whom they may act as
agent.
Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Securities, and any discounts, concessions or
commissions allowed by underwriters to participating dealers, will be set forth
in an applicable Prospectus Supplement. Underwriters, dealers and agents
participating in the distribution of the Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the Securities may be deemed to be underwriting
discounts and commissions under the Securities Act. Underwriters, dealers and
agents may be entitled, under agreements with the Company, to indemnification
against and contribution toward certain civil liabilities, including liabilities
under the Securities Act, and to reimbursement by the Company for certain
expenses.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, or be customers of, the Company in the ordinary course of
business.
VALIDITY OF THE SECURITIES
Unless otherwise indicated in the applicable Prospectus Supplement, the
validity of the Debt Securities and Warrants, if any, offered hereby will be
passed upon for the Company by Robert A. Reed, Esq., Vice President, Secretary
and Associate General Counsel of the Company, and for any agents or underwriters
by Sullivan & Cromwell, 125 Broad Street, New York, New York 10004. Sullivan &
Cromwell and Robert A. Reed, Esq. may rely on the opinion of other designated
counsel as to certain matters governed by North Carolina law.
15
<PAGE> 36
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 of accounting for
postretirement benefits other than pensions in 1993 as explained in Note 11 in
the combined financial statements.
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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 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.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................... S-2
Incorporation of Certain Documents by
Reference............................. S-2
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......................... 5
Description of Debt Securities.......... 5
Description of Warrants................. 14
Plan of Distribution.................... 15
Validity of the Securities.............. 15
Experts................................. 16
</TABLE>
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1,650,000 SECURITIES
JEFFERSON-PILOT CORPORATION
7.25% AUTOMATIC COMMON
EXCHANGE SECURITIES
DUE JANUARY 21, 2000
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LOGO
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GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
REPRESENTATIVES OF THE UNDERWRITERS
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