FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended March 31, 1996 Commission file number 1-5955
Jefferson-Pilot Corporation
(Exact name of registrant as specified in its charter)
North Carolina 56-0896180
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 North Greene Street, Greensboro, North Carolina 27401
(Address of principal executive offices) (Zip Code)
(910) 691-3691
(Registrant's telephone number, including area code)
Indicate whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pre-
ceding 12 months and (2) has been subject to such filing requirements for the
past 90 days. Yes X No
Number of shares of common stock outstanding at March 31, 1996 71,243,078
JEFFERSON-PILOT CORPORATION
INDEX
- Page No. -
Part I. Financial Information
Consolidated Condensed Balance Sheets
- March 31, 1996 and December 31, 1995 3
Consolidated Condensed Statements of Income
- Three Months Ended March 31, 1996 and 1995 4
Consolidated Condensed Statements of Changes
in Retained Earnings
- Three Months Ended March 31, 1996 and 1995 5
Consolidated Condensed Statements of Cash
Flows
- Three Months Ended March 31, 1996 and 1995 6
Notes to Consolidated Condensed Financial
Statements 7
Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Part II. Other Information 30
Signatures 31
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PART I. FINANCIAL INFORMATION
JEFFERSON-PILOT CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands)
March 31 December 31
Assets 1996 1995
Cash and investments: (Unaudited) (Note 1)
Debt securities available for sale $ 6,356,539 $ 6,458,209
(amortized cost $6,288,258)
Debt securities held to maturity 3,666,570 3,527,404
(fair value $3,688,565)
Equity securities, trading 40,516 46,406
(cost $40,406)
Equity securities available for sale 817,841 816,344
(cost $177,515)
Mortgage loans 1,097,597 1,049,464
Cash and all other investments 1,322,156 1,392,772
Accrued investment income 158,425 156,532
Accounts receivable and agents' balances 160,660 134,126
Due from reinsurers 1,539,545 1,449,613
Property and equipment, net 109,329 109,937
Deferred policy acquisition costs, net 587,730 543,261
Value of insurance in force, net 319,371 291,503
Goodwill 96,205 97,296
Assets held in separate accounts 406,380 345,530
Other assets 61,995 59,615
$16,740,859 $16,478,012
Liabilities and Stockholders Equity
Liabilities:
Policy liabilities $12,917,942 $12,721,574
Income tax liabilities 223,724 254,424
Securities sold under repurchase agreements 196,286 196,040
Short-term borrowings 250,000 230,000
Other debt 137,088 137,148
Separate account liabilities 406,380 345,530
Accrued expenses and other liabilities 432,106 387,237
14,563,526 14,271,953
Redeemable preferred stock 50,000 50,000
Stockholders' Equity:
Common stock 90,104 89,016
Retained earnings 1,586,900 1,542,344
Net unrealized gains on securities and
foreign currency translations, net 450,329 524,699
2,127,333 2,156,059
$16,740,859 $16,478,012
See notes to consolidated condensed financial statements.
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JEFFERSON-PILOT CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In Thousands Except Shares Outstanding and Per Share Amounts)
Three Months Ended
March 31
1996 1995
Revenue: (Unaudited) (Unaudited)
Premiums
Life and annuity $ 66,770 $ 44,063
Accident and health 106,970 100,360
Other considerations 13,559 6,741
Investment income, net of expenses 212,682 96,098
Communications 46,318 42,706
Other income 75,781 19,727
Realized investment gain 12,133 5,542
534,213 315,237
Benefits and Expenses:
Policy benefits 314,210 164,996
Insurance commissions 39,020 22,115
Communications operations 28,799 27,807
General and administrative 44,887 30,399
Taxes, licenses and fees 9,893 6,447
Increase in deferred acquisition costs, net (8,805) (13,551)
428,004 238,213
Income before income taxes 106,209 77,024
Provision for income taxes 35,245 25,152
70,964 51,872
Discontinued operations, net - 5,133
Net income 70,964 57,005
Dividends on preferred stock 820 -
Net income available to common shareholders $ 70,144 $ 57,005
Average number of shares outstanding 71,226,949 72,681,018
Income before gain from sales
of investments:
Continuing operations $ 0.87 $ 0.65
Discontinued operations (Note 2) - 0.03
Total 0.87 0.68
Gain from sales of investments,
net of income taxes:
Continuing operations 0.11 0.06
Discontinued operations (Note 2) - 0.04
Total 0.11 0.10
Net income per share of common stock $ 0.98 $ 0.78
See notes to consolidated condensed financial statements.
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JEFFERSON-PILOT CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN RETAINED EARNINGS
(In Thousands)
Three Months Ended
March 31
1996 1995
(Unaudited) (Unaudited)
Balance at beginning of period $ 1,542,344 $ 1,441,132
Net income available to common
shareholders for the period 70,144 57,005
1,612,488 1,498,137
Cash dividends declared ($0.32 per share) (25,588) (23,207)
Reacquisition of common stock, net - 292
Balance at end of period $ 1,586,900 $ 1,475,222
See notes to consolidated condensed financial statements.
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JEFFERSON-PILOT CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In Thousands)
Three Months Ended
March 31
1996 1995
Cash Flows from Operating Activities: (Unaudited) (Unaudited)
Net income $ 70,144 $ 57,005
Adjustments to reconcile net income to net
cash provided by operating activities:
Change in policy liabilities 67,516 5,480
Amounts credited/charged to policyholder accounts 88,450 8,352
Amortization of deferred acquisition costs 12,189 10,544
Amortization of value of insurance in force 19,424 -
Deferred policy acquisition costs (39,553) (24,095)
Trading investments 428 (32,886)
Gain from sales of investments (12,429) (10,285)
Other (52,612) 34,640
Net cash provided by operations 153,557 48,755
Cash Flows from Investing Activities:
Investments purchased and sold (266,712) (17,006)
Other investing activities 1,639 ( 7,121)
Net cash used by investing activities (265,073) (24,127)
Cash Flows from Financing Activities:
Net short-term borrowings 20,186 (25,364)
Cash dividends to stockholders (23,585) (20,781)
Issuance of common stock, net 1,088 300
Policyholder contract deposits 445,721 124,193
Policyholder contract withdrawals (393,717) (40,972)
Net cash provided by financing activities 49,693 37,376
(Decrease) increase in cash and cash equivalents (61,823) 62,004
Cash and cash equivalents at beginning of period 122,474 22,774
Cash and cash equivalents at end of period $ 60,651 $ 84,778
Supplemental Cash Flow Information:
Income taxes paid $ 19,184 $ 587
Interest paid on borrowed money $ 8,532 $ 3,161
See notes to consolidated condensed financial statements.
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JEFFERSON-PILOT CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying consolidated condensed balance sheet as of December 31,
1995 has been derived from the audited consolidated balance sheet as of
that date. The other accompanying consolidated condensed financial
statements of Jefferson-Pilot Corporation and subsidiaries are
unaudited; but, in the opinion of the Company's management, reflect all
adjustments necessary to present fairly the consolidated condensed
balance sheet as of March 31, 1996, the consolidated condensed
statements of income and changes in retained earnings for the three
months ended March 31, 1996 and 1995, and the consolidated condensed
statements of cash flows for the three months ended March 31, 1996 and
1995. Such adjustments consist only of normal recurring accruals and
adjustments.
These consolidated condensed financial statements should be read in
conjunction with the audited consolidated financial statements and
related notes included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995. Consolidated net income and cash
flows for the interim periods reflected in the accompanying consolidated
condensed financial statements are not necessarily indicative of those
to be expected for the entire fiscal year.
2. Discontinued Operations
During the second quarter of 1995, JP sold one of its subsidiaries,
Jefferson-Pilot Fire & Casualty. Operating results of this subsidiary,
net of related income taxes, are reported as "Discontinued Operations".
Also, during the first quarter of 1995, JP sold the majority of the
assets of a subsidiary, Jefferson-Pilot Data Services, Inc. Earnings
from this subsidiary were formerly included in the Communications
segment. Investment income on net sale proceeds of these subsidiaries
is included in earnings on investments held in the parent company and
reported in the "Other" segment.
3. Calculations of Earnings Per Share
Earnings per share is computed after recognition of preferred stock
dividend requirements and is based on the weighted average number of
shares outstanding during the period. Common stock equivalents have no
dilutive effect on the computation.
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JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following is management's discussion and analysis of financial condition
as of March 31, 1996, changes in financial condition for the three months then
ended and results of operations for the quarter ended March 31, 1996 as
compared to March 31, 1995. This discussion supplements Management's
Discussion and Analysis in Form 10-K for the year ended December 31, 1995. It
should be read in conjunction with the interim financial statements and notes
contained herein.
Results of Operations
Jefferson-Pilot Corporation (JP), the Company, is a holding company.
Jefferson-Pilot Life Insurance Company (JP Life) offers a wide range of life,
health and annuity products which are sold in the Individual and Group
markets. Individual Insurance and Annuity products are offered through career
general agents, home service agents, independent agents recruited by regional
directors and independent marketing organizations, and are sold through
financial institutions. JP Life has experienced substantial growth in its
individual life insurance sales, primarily due to the expansion of its
independent marketing organization distribution channel. It has also
emphasized the sale of flexible-premium deferred annuities, increasing the
sales of this product. Group insurance products are issued to employers
covering their employees and to associations covering their members.
Jefferson-Pilot Communications Company (JP Communications) owns and operates
three network television and fourteen radio broadcast stations and produces
syndicated sports and entertainment programming. J-P Communications' revenues
originate principally from the sale of advertising and other related services
through its television and radio stations.
On October 6, 1995, JP acquired Alexander Hamilton Life Insurance Company of
America and certain of its affiliates from a subsidiary of Household
International, Inc. (HI). The acquisition was completed through a merger into
a wholly-owned Michigan domiciled stock life insurance subsidiary of JP, which
thereupon was renamed Alexander Hamilton Life Insurance Company of America (AH
Life). First Alexander Hamilton Life Insurance Company (FAHL), a New York
stock life insurance company, was acquired on October 13, 1995. The
acquisitions were effective October 1, 1995 and included substantially all of
the life and single premium deferred annuity business of AH Life and FAHL.
Certain product classes, including credit life and accident and health
insurance, corporate-owned life insurance and periodic payment annuities, were
not acquired but were 100% reinsured back to affiliates of HI through
coinsurance agreements. HI provided payment, performance and capital
maintenance guarantees to secure these reinsurance agreements and established
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trusts backing a majority of the assets, subject to annual requirements for
solvency and capital adequacy. The purchase price was approximately $575
million paid as follows: $475 million plus accrued interest in cash, and $50
million in newly-issued floating rate preferred stock of AH Life. In
addition, an outstanding surplus note of AH Life (which is classified as a
liability in accordance with GAAP) was acquired from HI for $50 million plus
accrued interest. The acquisition was financed through internal resources,
borrowings of $187 million under a 364 day Credit Agreement dated October 4,
1995 and $127 million from the sale of Automatic Common Exchange Securities
Due January 21, 2000, which are subject to exchange into shares of NationsBank
Corporation common stock beginning 30 days prior to maturity.
On May 31, 1995, JP acquired a majority of the life insurance and annuity
business of Kentucky Central Life Insurance Company (KCL). The acquisition
was accomplished through an assumption reinsurance agreement in which JP Life
assumed non-cash assets of $932 million (excluding deferred acquisition costs)
and recorded liabilities of $1,096 million. Further participation options to
be exercised by approximately 4,000 policyholders may result in adjustments to
assets and liabilities assumed, as well as the Company's enhancement under a
guaranty association participation agreement. Currently, the Company has
recorded approximately $78 million as an other liability relating to the
pending resolution of the further participation option process. Policy
reserves of approximately $118 million will be recorded if 100% of such
policyholders elect participation. To the extent that such options are not
exercised, the Company will refund policy amounts received plus interest
thereon. Subsidies to policyholders by participating guaranty associations
which are intended to mitigate against the unfavorable financial impact to
policyholders of surrenders became available on February 1, 1996. Although
the level of policyholder withdrawals increased after that date, the Company
did not experience a material impact in its financial position or results of
operations.
JP's revenues are derived approximately 89% from Life Insurance, 9% from
Communications and 2% from parent company and other investments. The
weightings have shifted towards the Life Insurance segment since March 1995
due to acquisitions.
Included in Net Income are realized investment gains from sale of investments
and preferred stock dividends of a consolidated subsidiary. The following
table illustrates JP's results before and after the inclusion of realized
investment gains for both Continuing and Discontinued Operations:
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Three Months Ended
March 31, 1996 March 31, 1995
Amount Per share Amount Per share
(Amounts in millions, except per share data)
Income before realized
investment gains:
Continuing operations $62.2 $0.87 $47.0 $0.65
Discontinued operations - - 2.2 0.03
Operating income 62.2 0.87 49.2 0.68
Realized investment gains (net
of taxes and DAC,VOBA adjustment):
Continuing operations 7.9 0.11 4.8 0.06
Discontinued operations - - 3.0 0.04
7.9 0.11 7.8 0.10
Net Income:
Continuing operations 70.1 0.98 51.8 0.71
Discontinued operations - - 5.2 0.07
$70.1 $0.98 $57.0 $0.78
Consolidated net income increased 23.0% over the prior year s first quarter
primarily due to results of acquired operations, growth in life insurance and
annuity results, and record profitability from the Communications segment;
partially offset by lower Group insurance results. Net income from continuing
operations was 35.3% higher. Income before realized investment gains
(operating income) increased 26.4%. Excluding contributions from acquired
operations, income before realized investment gains increased 3% to $50.7
million versus $49.2 last year. Operating income from continuing operations
was 32.3% higher at $62.2. million.
Earnings per common share increased 25.6% over the prior year s first quarter.
Earnings per common share excluding net realized investment gains increased
27.9%. Earnings per common share from continuing operations improved 38.0%.
Average shares outstanding during the first quarters of 1996 and 1995 were
71.2 million and 72.7 million, adjusted for a 3-for-2 stock split on December
22, 1995. No shares were reacquired by JP during the first quarter of 1996
and 1995. Approximately thirty thousand shares were issued in satisfaction of
exercised stock options during the first quarter of 1996 at an average issue
price of $36.67.
JP s plan of operation focuses on growing revenues through internal expansion
and acquisitions. Revenues increased 69.5% to $534.2 million over the same
quarter of the prior year. Excluding realized investment gains, revenues
increased 60.3% (4.1% without acquisitions) to $522.1 million for the first
three months of 1996. Premium and annuity considerations increased 20.3% in
the first quarter of 1996 to $173.7 million and 2.6% to $144.4 million in 1995
for the same period. The internal growth in JP Life is attributable to the
successful implementation of its Individual and Annuity and Investment
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Products business plans. The Individual Products business plan focuses on
improvement in the productivity of career life agents and on developing new
relationships with independent producers. The Annuity and Investment Products
business plan emphasizes growth through multiple distribution systems,
including financial institutions, independent agents, investment professionals
and broker/dealers. This focus on multiple distribution sources has resulted
in growth in premium receipts from traditional products as well as universal
and life and annuity products (not including acquisitions) exceeding 59% in
1996 and 42% in 1995. Receipts on universal life and most annuity products do
not flow through income in the year of receipt but are included in the
liability for policyholder contract deposits. During the first quarter of
1996, policyholder contract deposits, net of surrenders, increased 1.2% to
$10,913 million of which annuity funds comprised $6,106 million. In the first
quarter of 1995, policyholder contract deposits increased 5% to $1,938 million
with $1,151 million in annuity funds. Annuity and investment products
receipts have grown more slowly in 1996 due to lower interest rates coupled
with competition from products such as certificates of deposit which have
lower or no surrender charges. Accident and health premiums increased 6.6% in
the first quarter of 1996 to $107.0 million compared to an increase of 3.9% in
1995 to $100.4 million. Accident and health premium growth has been modest
due to intense market competition and a moderation in the rate of medical
inflation.
Net investment income grew 121.3% over the prior year s quarter to $212.7
million primarily due to acquisitions.
On February 14, 1995, substantially all of the assets and the media services
operations of JP Data Services were sold for aggregate consideration
approximating $33 million. The Company recorded a gain on sale of these
assets after taxes of $11.0 million. Net income of JP Data Services of $1.3
million through March 31, 1995 is included in operating income of the
Communications segment in the prior year. Revenues from the Communications
segment increased 8.5% to $46.3 million in 1996 due primarily to interest
income of $2.7 million related to refunds of federal income taxes and growth
in radio and sports and entertainment revenues. Excluding JP Data Services
from the prior year s first quarter results, revenues increased 17.0% in 1996.
Total benefits, claims and expenses increased 70.0% over the first quarter of
last year to $428.0 million. In 1995, total benefits, claims, and expenses
increased 4.4% to $238.2 million. Life benefits and credits to policyholder
accounts increased 176.3% over the prior year reflecting acquisitions and the
growth in life business in force. Accident and health benefits including
reserve increases were 3.6% higher in the first quarter of 1996 than in the
first quarter of 1995 due to diminished experience in Group conventional
medical and disability coverages. These have been offset by favorable
Individual health experience. Net life insurance expenses (after deferral of
policy acquisition costs) increased 48.3% in 1996 due to operations of
acquired businesses. Cost of communications operations increased 3.6% in 1996
consistent with the increase in radio and sports and entertainment revenues.
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Income taxes increased $6.3 million or 25.7% over the same quarter of the
prior year. Effective tax rates from continuing operations increased to 33.2%
at March 31, 1996 versus 32.7% at March 31, 1995 due to a higher effective tax
rate being accrued on AH Life operations. Excluding AH Life, the effective
tax rate decreased 0.1% to 32.6% for the first quarter of 1996 compared to the
same quarter of 1995.
Investment gains for the first quarter of both years relate primarily to
securities that have been classified as "available for sale" and, in the prior
year, to the sale of the productive assets of JP Data Services. The following
table illustrates the sources of realized gains and (losses):
March 31, 1996 March 31, 1995
(In millions)
Common stocks $10.0 $ 7.2
Bonds and other debt instruments 0.6 (14.3)
JP Data Services assets - 15.7
Other 1.5 1.9
Subtotal 12.1 10.5
Less applicable federal and state taxes (4.2) (2.7)
As reported $ 7.9 $ 7.8
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Operating Earnings by Business Segment
JP's continuing business segments include Life Insurance and Communications.
Operating income of the business segments includes investment income but
excludes net realized investment gains. Operating income and losses of the
parent company and consolidation entries are included in the "Other" segment.
Currently, all corporate capital is allocated to the business segments.
The following table illustrates operating income by segment and classes of
products:
March 31, 1996 March 31, 1995
(In millions)
Life Insurance:
Individual products 37.3 $24.6
Annuity and investment products 13.5 7.8
Group insurance 6.7 8.3
57.5 40.7
Communications 9.2 6.6
Discontinued operations - 2.2
Other (3.7) (0.2)
Operating income 63.0 49.2
Net realized investment gains 7.9 7.8
Net income 70.9 57.0
Dividends on preferred stock 0.8 -
Net income applicable to common shareholders $70.1 $57.0
Life Insurance
The Life Insurance segment is comprised of operations conducted by the
Individual Products, Annuity and Investment Products, and Group Insurance
distribution systems.
Individual Products
The Individual Products distribution systems offer a wide array of life and
health insurance through a career agency force, independent agents recruited
through independent marketing organizations and regional directors, home
service agents, financial institutions, and individual health sales and
service offices. Operating results were:
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March 31, 1996 March 31, 1995
(In millions)
Premiums, considerations,
and other income $119.0 $ 50.7
Net investment income 111.3 53.9
Total revenues 230.3 104.6
Policy benefits 128.8 51.6
Expenses 45.1 16.5
Total benefits
and expenses 173.9 68.1
Operating income before
income taxes 56.4 36.5
Provision for income
taxes 19.1 11.9
Operating income $ 37.3 $ 24.6
Individual operating income improved 51.4% in the first quarter of 1996 versus
the first quarter of 1995 primarily due to the positive impact of acquired
operations and favorable experience for Individual health. New first-year
life insurance premiums and receipts for policyholder accounts rose 64.6%
compared to an increase of 5.4% in 1995 and resulted in correspondingly higher
levels of reserves.
Policy benefits including increases in reserves increased 149.4% in 1996's
first quarter, reflecting acquisitions and growth of business in force. Death
benefits in 1996 were 112.4% higher than in the same quarter of the prior
year. Excluding the impact of acquisitions, mortality experience improved
7.0% from the prior year due to 1995 death benefits being negatively impacted
by several large death claims. Expenses increased 173.3% primarily
attributable to acquisitions. In addition, commissions paid to independent
marketing organizations increased consistent with the growth in premiums
generated by this distribution system.
Annuity and Investment Products
Annuity and Investment Products are offered through financial institutions,
independent agents, career agents, investment professionals and
broker/dealers. Operating results were:
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March 31, 1996 March 31, 1995
(In millions)
Premiums, considerations,
and other income $ 23.5 $ 5.3
Net investment income 91.5 28.5
Total revenues 115.0 33.8
Policy benefits 85.5 19.8
Expenses 8.9 2.5
Total benefits
and expenses 94.4 22.3
Operating income before
income taxes 20.6 11.5
Provision for income
taxes 7.1 3.7
Operating income $ 13.5 $ 7.8
Annuity and Investment Products operating income improved 75.3% in the first
quarter of 1996 versus the first quarter of 1995 primarily due to the
acquisition of AH Life.
Annuity funds on deposit increased 0.1% to $6,105.8 million in the first
quarter of 1996 compared to an increase of 6.3% in the first quarter of 1995
to $1,150.7. Annuity receipts were $149.9 million for the first quarter of
1996 compared to $85.5 million for the same period in 1995. Profitability was
unfavorably impacted by increased surrenders and their attendant impact on the
amortization of deferred acquisition costs. Benefits and surrenders as a
percentage of beginning fund balances were 3.5% in the first quarter of 1996
compared to 2.6% for the same period in 1995.
Group Insurance
The Group Insurance segment provides a wide range of group insurance products
for employers and their employees, primarily in the Southeast and Southwest.
It offers conventionally-insured and alternatively-funded medical
benefits as a well as a variety of life, disability income, dental, and
retirement plans. Operating results were:
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March 31, 1996 March 31, 1995
(In millions)
Premiums and equivalents,
considerations, and other $120.5 $114.9
Net investment income 11.5 11.5
Total revenues 132.0 126.4
Policy benefits 99.9 93.6
Expenses 22.1 20.5
Total benefits
and expenses 122.0 114.1
Operating income before
income taxes 10.0 12.3
Provision for income
taxes 3.3 4.0
Operating income $ 6.7 $ 8.3
Group operating income declined 19.3% in the first quarter of 1996 when
compared to the same quarter of the prior year. As a percentage of premiums
and other considerations, operating income for the Group Department was 5.1%
in 1996's first quarter and 6.6% in 1995. Group life results declined 61.0%
to $1.3 million while health and disability results of $5.4 million were 2.5%
higher.
Premiums and equivalents, which include the equivalent premiums on cases
administered by the Group Insurance segment on an uninsured basis, decreased
16.2% in 1996, due to reduced benefit payments on a large self-funded case.
Also, competition from HMO's has resulted in the loss of several larger
"uninsured" accounts. The loss on premium equivalents is offset by decreased
benefit expenses related to these accounts. Thus, only the loss of the
administrative expense margin has an impact on operating earnings. Policy
benefits including reserve increases on fully-insured health coverages
increased 5.4% while premium income on these same cases increased 6.3%. Death
benefits in 1996 were 6.2% higher than in the prior year while premium income
on life insurance coverages declined 6.3%. Expenses increased 8.2% due to
investments made in building a proprietary managed care network in North
Carolina and additional administrative capabilities. Both of these
initiatives are intended to result in greater cost efficiencies and increased
competitive advantages.
Communications
JP Communications operates television and radio broadcast properties and
produces syndicated sports and entertainment programming. Operating results
were:
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March 31, 1996 March 31, 1995
(In millions)
Communications revenues $46.3 $42.7
Operating costs 28.8 27.8
Depreciation and
amortization 2.3 1.7
General expenses 1.3 2.5
Total expenses 32.4 32.0
Operating income before
income taxes 13.9 10.7
Provision for income taxes 4.7 4.1
Operating income $ 9.2 $ 6.6
Excluding JP Data Services, operating income from the Communications segment
increased 82.8% over the same period in 1995. The majority of this increase
was due to refunds of federal income taxes and related interest, having a
positive impact on operating income of approximately $2.5 million. The sports
and entertainment and broadcast properties also benefitted from a strong
advertising environment.
Excluding JP Data Services, revenues for the quarter improved 17.0% from the
first quarter of 1995. Radio operations as well as sports and entertainment
contributed to this growth, improving 14.9% and 17.7% respectively. Radio
growth was attributable to strong market growth in most markets combined with
increased market share in several major markets. The majority of the first
quarter growth experienced by sports and entertainment was due to increased
collegiate sports revenues and advertising revenues associated with Olympic-
related programming. Additionally, revenues were increased by the
aforementioned federal income tax refunds and related interest. Excluding JP
Data Services, total expenses, as a percentage of revenues, improved to 69.9%
in the first quarter of 1996 versus 78.4% for the same period in 1995. The
improvement resulted from increased profit margins associated with the higher
sales levels and the increase in revenues resulting from the interest income
associated with the tax refund.
Discontinued Operations
Discontinued operations include the operations of Jefferson-Pilot Fire &
Casualty (JPF&C). This subsidiary formerly comprised the Other Insurance
segment. On December 23, 1994, JP agreed to sell the stock of JPF&C for cash
of $55 million and recorded a gain on sale of $16.4 million in the second
quarter of 1995. Prior to sale, JP received a dividend in partial liquidation
of $32.0 million. Operating income attributable to Discontinued Operations
was $0.0 and $2.2 million in 1996 and 1995, respectively. Earnings on
proceeds from the sale of this subsidiary are included in the Other segment
for 1996 and 1995.
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Other
Operating results categorized as "other" include earnings on investments held
in the parent company and non-regulated investment affiliates as reduced by
expenses of the Corporation and financing costs. These results declined to
($3.8) million for the first quarter of 1996 versus ($0.2) million for the
same period of the prior year due to financing costs of $6.1 million offset by
an increase in net investment income of $2.2 million resulting from the
transfer of NationsBank stock from JP Life.
CONSOLIDATED FINANCIAL POSITION, CAPITAL RESOURCES AND LIQUIDITY
JP s resources consist primarily of investments related to its Life Insurance
segment, properties and other assets used in its Life Insurance and
Communications segments and investments backing corporate capital. The
investments section reviews the Company s investment portfolio and key
strategies.
Total assets were $16,741 million at March 31, 1996 and $16,478 million at
December 31, 1995, an increase of $263 million or 1.6%. Primary sources for
asset growth were increases in policyholder contract deposits ($52.0 million),
increase in separate account assets ($60.9 million), short-term borrowings
($20.2 million) and cash provided by operating activities ($153.6 million).
These sources were offset by cash dividends paid to shareholders of $25.6
million. Asset values also declined $74.4 million due to changes in market
values of assets held in the available for sale category. These decreases
were primarily the result of increases in interest rates.
The Life Insurance segment defers the costs of acquiring new business
including commissions, certain costs of underwriting and issuing policies, and
certain agency office expenses. Such amounts deferred were $587.7 million at
March 31, 1996 and $543.3 million at December 31, 1995, an increase of $44.4
million or 8.2%. During the first quarter of 1996, the balance was reduced by
$20.2 million for net amortization offset by additional acquisition expenses
capitalized of $33.8 million and by $30.8 million for the effect of unrealized
investment losses.
Additionally, JP recorded Value of Insurance in Force at fair value of $324.6
million in conjunction with the acquisition of AH Life. This asset represents
the actuarially-determined present value of future gross profits for the
businesses acquired, discounted at a risk-adjusted rate of return. Value of
Insurance in Force was $319.4 million at March 31, 1996 and $291.5 million at
December 31, 1995, an increase of $27.9 million or 9.6%. During the first
quarter of 1996, the balance was reduced by $4.9 million for net amortization,
$0.3 million for the effect of realized investment gains, and increased by
$33.1 million for the effect of net reduction of unrealized investment gains.
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Goodwill (representing the cost of acquired businesses in excess of fair value
of net assets) of $96.2 million at March 31, 1996 and $97.3 million at
December 31, 1995 relates to acquisitions of AH Life and Communications
properties and is being amortized over periods ranging from 5 to 40 years,
with a dollar-weighted average amortization period of approximately 25 years.
Goodwill as a percentage of shareholders equity was 4.5% at March 31, 1996
and December 31, 1995.
Carrying amounts of Goodwill, Value of Insurance in Force, and Deferred Policy
Acquisition Costs are regularly reviewed for indications of value impairment
with consideration given to the financial performance of acquired properties,
future gross profits of insurance in force, and other relevant factors.
JP has recorded reinsurance receivables of $1,490.4 million and $1,404.3
million and policy loans of $809.0 million and $828.5 million at March 31,
1996 and December 31, 1995, respectively. These reinsurance receivables and
policy loans are related to the businesses of AH Life not acquired by JP.
These businesses are 100% coinsured to HI, which has provided payment,
performance, and capital maintenance guarantees with respect to the balances
receivable.
Capital Resources
JP s financial strength is among the highest of its peer companies.
Consolidated shareholders' equity was $2,127 million at March 31, 1996 and
$2,156 at December 31, 1995 Stockholders' equity includes net unrealized
gains on securities available for sale and cumulative foreign currency
translations of $450.3 million at March 31, 1996 and $524.7 million at
December 31, 1995. During the first quarter of 1996, fair values of
securities classified as available for sale, net of deferred taxes, Deferred
Acquisition Costs and Value of Insurance in Force effect, decreased $74.4
million compared to an increase of $73.9 million in the first quarter of 1995.
JP considers existing capital resources to be more than adequate to support
the current level of its business activities. The Company s business plan
places priority on redirecting certain capital resources now invested in bonds
and stocks into its core businesses through acquisitions and internal growth,
which would be expected to provide higher returns over time. As part of its
plan to use its capital resources effectively, the Company may continue to
purchase its own common stock from time to time. Management believes that
acquisitions and other strategic opportunities can be funded using a prudent
balance of internal resources and external financing.
Long-term debt outstanding was $137.1 million at March 31, 1996 and December
31, 1995. In the fourth quarter of 1995, the Company filed a shelf
registration statement for $300 million of debt securities. In December 1995,
the Company completed a public offering of 1,815,000 unsecured Automatic
Common Exchange Securities Due January 21, 2000( ACES). Annual interest of
7.25% is payable quarterly in arrears. At maturity, or during the thirty days
prior, the Company will exchange the ACES into shares of
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NationsBank Corporation common stock or equivalent cash. While it has made no
commitments for obtaining additional financing, the Company may issue
additional long-term debt securities to finance acquisitions or for other
corporate purposes.
Short-term debt outstanding was $250 million at March 31, 1996 and $230
million at December 31, 1995. In October 1995, the Company replaced
uncommitted bank lines with a 364-day unsecured revolving credit agreement,
which was placed with a commercial bank syndicate, in the amount of $450
million. Proceeds were used for funding a portion of the acquisition of AH
Life and for general corporate purposes. Interest rates of borrowings under
the revolving credit agreement either are selected by the Company by
competitive bids from the syndicate banks or, at the Company's option, are
established at a level using the London Interbank Offered Rate as a base.
During 1996 and 1995, the Company sold U.S. Treasury obligations under
repurchase agreements involving various counterparties. Proceeds were used to
purchase securities with longer durations as an asset/liability management
strategy. The repurchase agreements were accounted for as financing
arrangements. The maximum amount outstanding during the first quarter of 1996
and 1995 was $295.8 million and $267.7 million. Securities subject to open
repurchase agreements at quarter-end were $196 million at fair value and $187
million at amortized cost for 1996 and $196 million at fair value and $188
million at amortized cost as of year-end 1995.
JP s capital adequacy is illustrated by the following table:
March 31, 1996 December 31, 1995
(In millions)
Total assets $16,741 $16,478
Total shareholders' equity $2,127 $2,156
Ratio of shareholders' equity
to assets 12.7% 13.1%
The Company's ratio of capital to assets declined during the first quarter of
1996 primarily due to decreases in fair values of securities available for
sale.
JP considers the capital requirements of its business segments in determining
the level of capital available for strategic development. The Life Insurance
segment, which employs the larger level of required capital, is subject to
regulatory constraints. Capital employed in the life insurance companies is
measured in accordance with Statutory Accounting Practices (SAP) which differ
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from Generally Accepted Accounting Principles (GAAP). The life companies have
not previously ceded business under surplus relief reinsurance arrangements
nor has statutory capital and surplus been enhanced by any transaction or item
that is either not included in GAAP shareholders equity or eliminated in the
preparation of the Company s consolidated financial statements.
The National Association of Insurance Commissioners (NAIC) has adopted risk-
based capital(RBC) levels for life insurers. RBC requires the maintenance of
minimum levels of statutory capital and surplus based on formulas related to
investment credit risk, insurance risk, interest rate risk, and general
business risk. For purposes of determining compliance with this requirement,
JP Life and AH Life compare minimum capital requirements (authorized control
level) with adjusted statutory capital (includes statutory capital and
surplus, asset valuation reserves, and other adjustments). Regulatory
authorities require that life insurers maintain adjusted capital and surplus
positions up to twice the authorized control level. Each of the life
insurance subsidiaries currently hold surplus levels substantially in excess
of amounts necessary to comply with regulatory requirements.
JP Life and AH Life have been assigned the following ratings by the following
agencies:
JP Life AH Life
A.M. Best A++ A+
Standard & Poor s (claims paying) AAA AAA
Duff and Phelps AAA AAA
Moody s Aa2 Aa3
JP believes that the ratings assignments are a result of its overall capital
position, stability of life insurance earnings, high quality investment
portfolio, and competitive position within the market.
In managing its capital position, JP measures required capital for each of its
major product lines in a manner similar to methods utilized by regulatory
authorities for risk-based capital requirements. Capital is allocated to
product lines in amounts which management believes are necessary to cover all
risks inherent in the book of business. Management also focuses on investment
quality and other indications of capital adequacy, such as operating leverage,
capital and surplus ratios, and the ratio of higher risk assets as a
percentage of statutory capital and surplus. Management believes that these
ratios are more conservative than those prevailing in the life insurance
industry.
Liquidity
JP's liquidity requirements are met primarily by cash flows from the
operations of JP Life, AH Life, and other consolidated subsidiaries. The
Company has historically posted positive cash flows from operating activities
of its Life Insurance and Communications segments. Management believes that
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its overall sources of liquidity will continue to be sufficient to satisfy its
operating requirements.
Net cash provided by operations as of March 31, 1996 and 1995 was $153.5
million and $48.8 million. Cash flows provided from net increases in
policyholder contract deposits were $52.0 million and $83.2 million for the
first quarter of 1996 and 1995. Net borrowing or (repayments) under short-
term facilities were $20.2 million and $(25.4) million for the first quarter
of 1996 and 1995. These sources of funds were used to purchase net
investments of $265.1 million and $24.1 million, and to pay dividends to
shareholders of $23.6 million and $20.8 million for the first quarters of 1996
and 1995, respectively.
Primary sources of cash from its Life Insurance segment are premiums, other
considerations, receipts for policyholder accounts, investment sales and
maturities, and investment income. Primary uses of cash include payment of
insurance benefits, operating expenses, withdrawals from policyholder
accounts, costs related to acquiring new business, income taxes, and
investment purchases.
Primary sources of cash from the Communications segment are revenues from
advertising and sports and entertainment production. Primary uses of cash
include payment of agency commissions, cost of sales, operating expenses, and
income taxes.
Dividends paid to the parent company from its subsidiaries were $34.0 million
and $13.0 million during the first quarters of 1996 and 1995. JP Life is the
primary source of dividends to the parent company. JP Life is subject to
North Carolina laws and AH Life is subject to Michigan laws. Both states
limit the amount of dividends that may be paid without first obtaining the
approval of the respective State's Insurance Commissioner. Because of
extraordinary dividends paid by JP Life and AH Life in 1995, dividends paid by
either company prior to the fourth quarter of 1996 will require regulatory
approval. The first quarter 1996 dividend of $30.0 million from JP Life was
approved and paid. No common stock dividends from AH Life are planned for
1996.
Dividend payments on the $50 million floating rate preferred stock issued to
HI also require advance approval prior to October 2, 1996, and all interest
payments on the $50 million surplus note held by a JP subsidiary also require
advance approval. The first quarter 1996 payments were approved.
Cash and short-term investments were $60.7 million and $122.5 million at March
31, 1996 and December 31, 1995, respectively. Additionally, debt and equity
securities held by the parent company and non-regulated subsidiaries with
carrying amounts of $435.3 million and $391.7 million at March 31, 1996 and
December 31, 1995 are considered to be sources of liquidity to support the
Company s strategies. Total trading securities and debt and equity securities
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available for sale at March 31, 1996 and December 31, 1995 were $7,214.9 and
$7,321.0 million.
INVESTMENTS
JP's strategy for managing its investment portfolio is to dependably meet its
pricing assumptions while achieving the highest possible after-tax returns
over the long term. Operating structures are in place to require that credit
and interest rate risks are prudently managed and that sufficient liquidity is
maintained. Management focuses on option-adjusted yields as a measure of
anticipated performance and on option-adjusted durations of assets and
liabilities as a measure of interest rate risk.
Cash flows from operations are invested primarily in fixed income securities,
including publicly-issued bonds, privately-placed notes and bonds and
commercial mortgage loans. The nature and quality of the various types of
investments held by insurance subsidiaries must comply with the statutes and
regulations imposed by the states in which they are licensed.
JP held the following carrying amounts of investments as of:
March 31, 1996 % December 31, 1995 %
(Dollars in millions)
Publicly-issued bonds $7,804 59% $ 7,846 59%
Privately-placed bonds 2,124 14 2,081 15
Mortgage loans 1,098 8 1,050 8
Common stock 858 7 826 6
Policy loans 1,140 9 1,152 9
Preferred stock 95 1 96 1
Real estate 80 1 77 1
Cash, other invested assets 102 1 163 1
Total $13,301 100% $13,291 100%
Near-term strategies include identification of fixed income market sectors and
niches that provide investment opportunities to meet the portfolios' growth,
quality and yield requirements. As a result, the Company anticipates that
private placements and commercial mortgage loans will increase these
as a percent of total assets, as happened in 1995 before the
acquisitions. Common stocks, as a percent of total assets, have increased due
to market appreciation. JP's Investment Policy Statement requires an average
quality fixed income portfolio (excluding mortgage loans) of "A" or higher.
Currently, the average quality is "Aa3", excluding mortgage loans. The Policy
Statement also imposes limits on the amount of lower quality investments and
requires diversification by issuer and asset type. The Company monitors
investments which are considered to be "higher risk" for compliance with the
Investment Policy Statement and for proper valuation.
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Securities that experience other than temporary declines in value are
adjusted to net realizable values through a charge to earnings. Commercial
mortgage loans in default are carried at the net present value of expected
future cash flows. Additionally, the Company carries a reserve for
non-specific losses attributable to the mortgage portfolio. Other
investments are carried at the lower of cost or net realizable value, as
appropriate.
Carrying amounts of investments categorized as "higher risk" assets were as
follows:
March 31, 1996 December 31, 1995
$ % $ %
(In millions)
Bonds near or in default $ 14.5 0.1 $ 12.5 0.1%
Bonds below investment grade 476.6 3.6 443.0 3.3
Mortgage loans 61 days delinquent
or in foreclosure 8.2 0.1 8.3 0.1
Mortgage loans restructured 15.0 0.1 17.7 0.1
Foreclosed properties 2.8 - 4.2 -
Subtotal, "higher risk assets" 517.1 3.9 485.7 3.6
All other investments 12,784.1 96.1 12,804.9 96.4
Total cash and investments $13,301.2 100.0 $13,290.6 100.0
The Company's investment guidelines allow investments in below investment
grade bonds up to a level which is specifically authorized by the Finance
Committee.
The Company increased slightly its investments in below investment grade bond
exposure during the first quarter of 1996 due to purchases made for the
purpose of yield enhancement. The purchases were concentrated in the highest
tier of public non-investment grade bonds ( cross-over credits ) which have
the potential of achieving investment grade status in the future. The Company
will continue to manage its credit risks in a prudent fashion with due regard
to regulatory constraints and efficient utilization of surplus.
While the Company's investment policy permits the use of derivative financial
instruments such as futures contracts and interest rate swaps in conjunction
with specific direct investments, JP has not historically employed such
instruments to alter investment or liability positions. AH Life has limited
involvement with derivative financial instruments and has not previously used
them for trading purposes, but generally to manage well-defined interest rate
risks. Interest rate swaps with a notional value of $183 million are open as
of March 31, 1996, termination of which at current interest rates would result
in an insignificant settlement payment. The net amount paid or received under
these arrangements is reflected as an adjustment to investment income.
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During 1995 and the first quarter of 1996, JP sold call options on selected
common stock holdings classified as available for sale to reduce the price
volatility of its equity investments and as an additional source of investment
returns. Pursuant to its equity policy, the Company maintains a portfolio up
to $50 million in trading securities shares for the primary purpose of writing
covered call options to enhance returns from option premiums, market
appreciation and dividends received. Option premiums received under this
program are recorded as investment income, together with realized and
unrealized gains on the portfolio. Premiums received from these options are
applied to reduce the basis of the shares called or are recorded as investment
income upon expiry. Considerations received were $2.4 million and $2.9
million during the first quarters of 1996 and 1995. Balances of portfolios
classified as "Trading securities" were $40.5 million at March 31, 1996 and
$46.4 at December 31, 1995.
JP held the following CMO's as of:
March 31, December 31,
1996 1995
(In millions)
Available for sale, at fair value:
Federal agency issued CMO's $2,102.7 $1,856.1
Corporate private-labeled CMO's 476.6 640.4
Total $2,579.3 $2,496.5
The Company's investment strategy with respect to CMO's focuses on actively-
traded, less volatile issues that produce relatively stable cash flows. CMO
holdings consist predominantly of the least volatile Planned Amortization
Classes and sequential tranches of federal agency issuers. Due to the high
quality and liquid nature of these investments, the Company believes that the
impairment risks associated with these securities are no greater than those
applicable to direct agency or corporate issues.
As discussed in the Liquidity section, the Company sold securities under
repurchase agreements as an asset/liability management strategy.
Asset/Liability Management
The asset/liability management process focuses primarily on the management of
interest rate risk. One measure of this risk is a comparison of asset and
liability durations. Duration measures the sensitivity of asset and liability
values to changes in interest rates. JP monitors the duration of insurance
liabilities for comparison to the duration of assets backing the insurance
lines. Responsibility for monitoring interest rate risk lies with the
Company's Asset/Liability Management Committee, which is made up of Finance,
Investment and Actuarial senior management. This group is charged with
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continually monitoring and refining the Company's position in an attempt to
prudently balance profitability and risk for each insurance line, and for the
Company in the aggregate.
Separate asset portfolios have been established for each insurance line.
Various modeling and analytical systems are employed in analyzing the assets
and liabilities which make up each of these lines. Option-adjusted liability
durations have been developed using stochastic actuarial projections of
liability cash flows. In addition, the Investment Department's models measure
the assets' effective duration and produce other analytical measures necessary
for portfolio management. JP considers the duration match for the respective
portfolios as well as total assets and liabilities. The Company also
considers the timing of the cash flows arising from the assets and liabilities
under different interest rate scenarios. Management intends that option-
adjusted durations for interest sensitive portfolios such as universal life
and annuities remain prudently matched. A wider tolerance is permissible for
the non-interest sensitive (traditional) portfolios. At March 31, 1996 and
December 31, 1995, 74.7% and 75.4% of life insurance invested assets at
amortized cost were held for interest-sensitive portfolios and 25.3% and 24.6%
were held for traditional portfolios and corporate capital and surplus.
EXTERNAL TRENDS, ECONOMIC FACTORS AND ACCOUNTING PRONOUNCEMENTS
JP operates largely in the U. S. financial services market, which is subject
to general economic conditions in the U.S. Over the past several years, these
conditions have exhibited signs of gradual improvement and slow growth.
Recent trends which have affected the Company include: rising interest rates;
increased levels of mergers, consolidations and reorganizations; and moderate
increases in health care utilization and inflation as a result of increased
emphasis on managed care arrangements.
Growth of life and health insurance sales continue to be slow for most
insurance companies due to changing demographics and inefficient distribution
systems. A more slowly growing economy and increased competition from banks,
mutual funds, and other financial institutions for investable consumer dollars
also suppressed premium growth over the last two years. The Company believes
that
it has experienced growth at a rate greater than the overall industry because
of acquisitions, its strong financial position and efforts to increase
distribution sources.
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Inflation and Interest Rate Risks
Interest rates have varied in response to concerns for inflationary pressures
in the U.S. economy. During the first quarter of 1996, ten-year U.S. Treasury
rates increased by approximately 71 basis points. Since JP's assets and
liabilities are largely monetary in nature, the Company's financial position
is impacted by changes in the general interest rate environment. Interest
rate increases during 1996 and declines during 1995 contributed to the net
decrease in unrealized gains on securities available for sale in the first
quarter of 1996 of $74.4 million and the net increase in the same period of
1995 of $73.9 million. Interest rate changes can affect the Company's net
worth either positively or negatively since fixed income securities available
for sale are recorded at fair values but corresponding liabilities are not
adjusted to fair values.
The Company's recent growth in assets and liabilities is largely attributable
to increases in interest-sensitive products. Because JP earns profits on the
basis of investment spreads, changes in interest rates may also affect results
of operations. In a rising interest rate environment, competitive pressures
may make it difficult for the Company to sustain the spreads on its interest
sensitive portfolio of insurance products. Durations of the Company's assets
and liabilities may also be adversely impacted by changes in interest rates.
To protect against the negative impact of interest rate risk, JP focuses on
measuring option-adjusted durations of its assets and manages the risk of
mismatch between assets and liabilities. The Company also adjusts interest
crediting rates, at least on an annual basis, to reflect the yield of its
investment portfolio and assumptions for pricing and profitability.
Medical inflation and utilization of medical services affects the
profitability of health products offered through the Individual and Group
distribution systems. In the event that premium rates are not adjusted in
anticipation of medical trends, profitability of health insurance products may
be adversely affected.
Environmental Liabilities
JP is exposed to environmental regulation and litigation as a result of
ownership of investment real estate, run-off of inactive property and casualty
business, and Communications subsidiaries. The Company's actual loss
experience has been minimal and exposure to environmental losses is considered
by the Company to be insignificant.
Mergers, Acquisitions and Consolidations
The U.S. insurance industry has experienced an increasing number of mergers,
acquisitions, consolidations and sales of certain business lines. These
consolidations have been driven by a need to reduce costs of distribution and
27
maintain business in force. Additionally, increased competition, health care
reform, regulatory capital requirements and technology costs have also
contributed to the level of consolidation in the industry. These forces are
expected to continue as is the level of industry consolidation.
Regulatory and Legal Environment
Currently, prescribed or permitted Statutory Accounting Principles (SAP) may
vary between states and between companies. The National Association of
Insurance Commissioners (NAIC) is in the process of codifying SAP to promote
standardization of methods utilized throughout the industry. Completion of
this project might result in changes in statutory accounting practices for the
Company; however, it is not expected that such changes would materially
impact the Company's statutory capital requirements.
The number of insurance companies that are under regulatory supervision has
resulted, and is expected to continue to result, in assessments by state
guaranty associations to cover losses to policyholders of insolvent or
rehabilitated companies. Mandatory assessments may be partially recovered
through a reduction in future premium taxes in most states. The Company has
accrued for expected assessments net of estimated future premium tax
deductions.
In recent years, the life insurance industry has experienced increased
litigation in which large jury awards including punitive damages have
occurred. JP is involved in various legal and administrative proceedings and
claims of various types, some of which include claims for punitive damages.
Because of the considerable uncertainties that exist, the Company cannot
predict the outcome of pending or future litigation with certainty. It is
possible that results of operations in a particular period could be materially
affected by certain legal proceedings. Based on consultation with the
Company's legal advisers, management does not believe that resolution of
pending legal proceedings will have a material adverse effect on the Company's
financial position or liquidity.
Accounting Pronouncements
Statement of Financial Accounting Standards (SFAS) No. 114 " Accounting by
Creditors for Impairment of a Loan" was effective for the Company's 1995
consolidated financial statements. SFAS 114, as amended by SFAS 118, requires
that certain impaired loans be reported at the net present value of expected
future cash flows, the loan's observable market price or the fair value of the
underlying collateral. The Company adopted SFAS 114 during the first quarter
of 1995 and the effect of adoption did not have a material impact on results
of operations.
In March 1995, the FASB issued SFAS 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of", which
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establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles, goodwill related to those assets to be held
and used, and certain identifiable long lived assets and intangibles to be
disposed of. The statement will be effective for the Company's 1996
consolidated financial statements. The statement requires that long-lived
assets and certain identifiable intangibles to be held and used by an entity
be reviewed for impairment whenever events or changes in circumstance indicate
that the carrying amount of an asset may not be recoverable. The statement
requires that such assets be carried at the lower of carrying value or fair
value, less cost to sell, and that impairment losses resulting from its
application be reported in the period in which the recognition criteria are
first met. The Company does not expect that the application of SFAS 121 will
have a material effect on its financial position.
In October 1995 the FASB issued SFAS 123 "Accounting for Stock-Based
Compensation" which will also be effective in 1996. SFAS 123 establishes
financial accounting and reporting standards for stock-based employee
compensation plans and allows entities to continue to measure compensation
cost for those plans using the intrinsic value-based method prescribed by
Accounting Principles Board (APB) Opinion 25 "Accounting for Stock Issued to
Employees", or to adopt a fair value-based measurement method. Entities that
do not elect to adopt a fair value-based method are required to make pro-forma
disclosures of net income and income per share as if the fair value-based
method had been applied. Such pro-forma amounts are likely to be less than
the corresponding amounts presented in future statements of net income if the
APB 25 method is continued. The Company has not yet decided whether to adopt
the fair value-based measurement method described in SFAS 123.
Forward Looking Information
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward looking statements. Certain information contained herein may be
viewed as forward looking. Although the Company has used appropriate care in
developing any such forward looking information, forward looking information
involves risks and uncertainties that could significantly impact expected
results. These risks and uncertainties include, but are not limited to, the
competitive, economic, interest rate, and regulatory environments in which the
Company operates.
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PART II. OTHER INFORMATION
JEFFERSON-PILOT CORPORATION
Item 1. Legal Proceedings
The registrant is involved in various claims and lawsuits incidental to its
business. In the opinion of management, the ultimate liability will not
have a material effect on the financial condition of the Company.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The information hereinafter reported relates to the Registrant's
Annual Meeting of Shareholders held on May 6, 1996.
(c) The following matters were voted upon at the meeting:
(1) Election of Directors
Class I: Term Votes For Withheld
William E. Blackwell 3 years 59,493,859 660,051
C. Randolph Ferguson 3 years 59,469,029 684,881
William Porter Payne 3 years 51,970,251 8,183,659
Robert H. Spilman 3 years 59,432,404 721,506
(2) A proposal by the Registrant's board of directors to amend the
Articles of Incorporation to increase the authorized common stock:
For: 46,813,013
Against: 12,958,349
Abstain: 383,744
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(3) (i) Articles of Incorporation, reflecting amendment to
Article IV adopted May 6, 1996 with shareholder approval
to increase the authorized common stock.
(10) (iii) Employment contract between the Registrant and
John D. Hopkins, an executive officer of the Registrant,
effective April 19, 1996
(27) Financial Data Schedule
(b) A report on Form 8-K dated February 16, 1996 was filed
to report under Item 4 a change in Registrant's certifying
accountant to Ernst & Young LLP for the fiscal year ending
December 31, 1996.
30
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JEFFERSON-PILOT CORPORATION
By (Signature) ________________________________
(Name and Title) Dennis R. Glass, Treasurer
Date
________________________________
(Name and Title) Reggie D. Adamson,
Senior Vice President
(Principal Accounting Officer)
Date
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<PAGE>
EXHIBIT 3
ARTICLES OF INCORPORATION
OF
JEFFERSON-PILOT CORPORATION
(Including amendments through May 1996)
We, the undersigned persons who are each over 21 years of age,
do make and acknowledge these Articles of Incorporation for the
purpose of forming a business corporation under and by virtue of
the laws of the State of North Carolina:
ARTICLE I
The name of the corporation shall be JEFFERSON-PILOT CORPORATION.
ARTICLE II
The period of duration of the corporation shall be perpetual.
ARTICLE III
The purposes for which the corporation is organized are:
(a) To exist, serve, act, and conduct business, as a holding
corporation;
(b) To acquire by purchase, subscription, exchange, or in any
other lawful manner, and to hold, receive, use, mortgage, pledge,
sell, assign, transfer, exchange, dispose of, and otherwise deal in
and with securities (which term, for the purpose of this Article
III, includes, without limitation of the generality thereof, shares
of stock, other shares, bonds, debentures, notes, mortgages, or
other obligations, and certificates, receipts, warrants, or other
instruments representing rights or options to receive, purchase or
subscribe for any of the same, or representing any other rights or
interests therein or in any property or assets) created or issued
by any persons, firms, associations, trusts, partnerships,
corporations, joint ventures, syndicates, or governments or
subdivisions thereof; to pay for securities (as defined in this
Article III) (1) in cash, (ii) by exchange of stock of this
corporation for such securities acquired, (iii) in cash and by
exchange of stock, or (iv) in any other lawful manner; and to
exercise, as owner or holder of any such securities as herein
defined, any and all rights, powers and privileges in respect
thereof.
(c) To acquire by purchase, exchange, concession, easement,
deed, assignment, contract, lease or otherwise, and hold, own, use,
control, manage, improve, maintain and develop, mortgage, pledge,
grant, sell, convey, exchange, assign, divide, lease, sublease,
otherwise encumber and dispose of, and deal and trade in, tangible
personal property, real estate improved or unimproved, lands,
leaseholds, options, concessions, easements, tenements,
hereditaments and interests in real, mixed, and personal property,
of every kind and description wheresoever situated, and any and all
rights therein.
<PAGE>
(d) To manufacture, assemble, design, distribute, store,
raise, grow, market, process, repair, buy, sell, license, lease,
improve, install operate, exchange, import, export, and generally
deal in and with, at wholesale, retail or otherwise, as principal,
partner, joint venturer, agent, broker, factor, distributor,
manufacturer's representative, jobber or otherwise, any type of
property whether real or personal (including, without limitation of
the generality thereof, "securities" as defined in Article III
hereof, intangible personal property, goodwill, and franchises); to
extract and process natural resources; to transport freight or
passengers by land, sea or air, subject to acquisition of such
licenses and permits as may be required by applicable law, to
collect, publish, and disseminate all types of information,
programs, news, or advertisements through any medium whatsoever
(including, without limitation of the generality thereof, the media
of radio, television, community antenna television, newspapers, and
magazines); to perform and render any personal service whatsoever;
to render investment advice and counsel and to perform investment
services and functions; to enter into or serve in any type of
management, investigative, advisory, promotional, protective,
fiduciary or representative capacity or relationship for any
person, firm, association, trust, partnership, joint venture,
syndicate, organization, or corporation; to enter into contracts of
guaranty or suretyship for the benefit of any corporation,
partnership, joint venture, syndicate, organization, or
corporation; to enter into contracts of guaranty or suretyship for
the benefit of any corporation, partnership, joint venture,
association, firm, syndicate, trust, or other entity, in which this
corporation may have some interest; to engage in any lawful
commercial, industrial, educational, agricultural and/or scientific
business, profession or activity whatsoever and to engage in, do,
and perform any enterprise, act, service or vocation which a
natural person might or could do or perform, subject to and in
conformity with the laws of the State of North Carolina; and to do
any and all other acts and things necessary, desirable or incident
to carry out, observe, keep and perform the objects and purposes
for which this corporation is formed.
(e) The foregoing provisions of this Article III shall be
construed both as purposes and powers and each as an independent
purpose and power. The foregoing enumeration of specific purposes
and powers shall not be held to limit or restrict in any manner the
purposes, powers, privileges and rights of the corporation, and the
corporation shall be authorized to exercise and enjoy all the
powers, rights and privileges granted to, or conferred upon,
corporations of a similar character by the laws of the State of
North Carolina now or hereafter in force.
<PAGE>
ARTICLE IV
The corporation shall be authorized to issue Three Hundred
Fifty Million (350,000,000) shares designated as common stock, with
a par value of One and 25/100 Dollars ($1.25) per share, and Twenty
Million (20,000,000) shares designated as preferred stock, each
with the following preferences, limitations and relative rights:
(a) Each share of common stock shall have one vote, and,
except as otherwise provided in respect of any series of preferred
stock hereafter established, the exclusive voting power for all
purposes shall be vested in the holders of the shares of common
stock. In the event of any liquidation, dissolution or winding up
of the corporation, whether voluntary or involuntary, the holders
of the shares of common stock shall be entitled to share ratably in
the net assets of the corporation, after payment or provision for
payment of the debts and other liabilities of the corporation and
the amount, if any, to which the holders of shares of preferred
stock shall be entitled in accordance with the preferences of such
shares established by the Board of Directors.
(b) The Board of Directors is authorized, subject to
limitations prescribed by the North Carolina Business Corporation
Act and these Articles of Incorporation, to adopt and file from
time to time, without further shareholder action, Articles of
Amendment that authorize the issuance of shares of preferred stock
which may be divided into two or more series, each with such
designations, preferences, limitations and relative rights as the
Board of Directors may determine, including without limitation
dividend rights, if any, and the extent if any to which dividends
are cumulative, rights if any upon liquidation or distribution of
the assets of the corporation, conversion or exchange rights if
any, redemption rights if any, and voting rights if any, provided
that the holders of preferred stock will not be entitled to more
than the lesser of (x) one vote per $100 liquidation value or (y)
one vote per share, when voting as a class with the holders of
shares of common stock, and will not be entitled to vote separately
as a class except where the preferred stock is adversely affected
or, to the extent provided in said Articles of Incorporation, for
the election of not more than two directors after multiple dividend
defaults.
ARTICLE V
The minimum amount of consideration to be received by the
corporation for its shares before it shall commence business is
Twenty Million ($20,000,000) Dollars in cash, or in property,
tangible or intangible, of equivalent value.
ARTICLE VI
The address of the initial Registered Office of the
corporation in North Carolina is Jefferson Standard Building, 101
North Elm Street, Greensboro, Guilford County, North Carolina; and,
the name of the initial Registered Agent at such office is D. E.
Hughes.
<PAGE>
ARTICLE VII
The number of Directors constituting the initial Board of Directors
shall be Twenty (20), and the names and addresses of the persons who are
to serve as Directors until the first meeting of the shareholders, or until
their successors are elected and qualify, are:
Name Address
Thornton H. Brooks 415 Sunset Drive
Greensboro, North Carolina
J. M. Bryan 711 Sunset Drive
Greensboro, North Carolina
Mrs. Kathleen Price Bryan 711 Sunset Drive
(Mrs. Joseph M. Bryan) Greensboro, North Carolina
W. Colquitt Carter 52 W. Wesley Road, N.E.
Atlanta, Georgia
W. L. Carter, Jr. 1012 Country Club Drive
Greensboro, North Carolina
George K. Cavenaugh 2026 Saint Andrews Road
Greensboro, North Carolina
W. G. Clark, Jr. Saint Patrick Street
Tarboro, North Carolina
C. McD. Davis Porters Neck Plantation
Route 1, Box 621
Wilmington, North Carolina
Joseph C. Eagles, Jr. 1100 W. Nash Street
Wilson, North Carolina
S. Marcus Greer 3506 Del Monte
Houston, Texas
Howard Holderness 2000 Granville Road
Greensboro, North Carolina
D. E. Hudgins 1606 Nottingham Road
Greensboro, North Carolina
R. O. Huffman 315 Union Street
Drexel, North Carolina
John Van Lindley 304 Irving Place
Greensboro, North Carolina
A. G. Myers 211 W. Second Avenue
Gastonia, North Carolina
Charles F. Myers, Jr. 2005 Granville Road
Greensboro, North Carolina
<PAGE>
Pierce C. Rucker 303 Wentworth Drive
Greensboro, North Carolina
Julius C. Smith 1300 Galleon Drive
Naples, Florida
W. Roger Soles 604 Kimberly Drive
Greensboro, North Carolina
O. F. Stafford 5307 Wayne Road
Greensboro, North Carolina
ARTICLE VIII
The names and addresses of the Incorporators are:
Name Address
W. Roger Soles 604 Kimberly Drive
Greensboro, North Carolina
Howard Holderness 2000 Granville Road
Greensboro, North Carolina
George K. Cavenaugh 2026 Saint Andrews Road
Greensboro, North Carolina
D. E. Hudgins 1606 Nottingham Road
Greensboro, North Carolina
ARTICLE IX
Section 1. Number.
The business and affairs of the Corporation shall be managed
under the direction of a Board of Directors consisting of no
less than eleven and no more than fifteen directors, with the
exact number of directors to be established from time to time
by the Board of Directors.
Section 2. Classification.
The Directors of the Corporation shall be divided into three
classes, designated Class I, Class II and Class III. Each
Class shall consist, as nearly as possible, of one-third of
the total number of Directors consisting of the entire Board
of Directors. In the elevation of Directors at the 1986
Annual Meeting of Shareholders, the Class I Directors shall be
elected to hold office for a term to expire at the first
annual meeting of shareholders thereafter; the Class II
Directors shall be elected to hold office for a term to expire
at the second annual meeting of shareholders thereafter; and
the Class III Directors shall be elected to hold office for a
term to expire at the third annual meeting of shareholders
thereafter, and in the case of Each Class, until their
successors are elected and qualified. At each annual meeting
of shareholders held after the 1985 Annual Meeting of
Shareholders, the Directors elected to succeed those whose
terms expire shall be identified as being of the same Class as
the Directors they succeed and shall be elected to hold office
for a term to expire at the third annual meeting of the
shareholders after their election, and until their successors
are elected and qualified.
Section 3. Advance Notice of Nomination.
Advance notice of shareholder nominations for the election of
Directors shall be given in the manner provided in Section 6
of this Article IX.
<PAGE>
Section 4. Vacancies.
Vacancies on the Board of Directors may be filled by the
affirmative vote of a majority of the remaining Directors then
in office, although less than a quorum or by a sole remaining
Director. Any Director elected in accordance with the
preceding sentence shall hold office for the full term of the
Class of Directors in which the vacancy occurred, and until
such Director's successor shall have been elected and
qualified.
Section 5. Removal.
Any Director, or the entire Board of Directors, may be removed
from office at any time, with or without cause, by the affirmative
vote of the holders of 80% of the outstanding stock of the Corporation.
Any Director may also be removed from office at any time, for cause,
by the vote of a majority of the entire Board of Directors. The
provisions of this Section 5 are subject to the requirements of North
Carolina General Statutes 55-27 relating to cumulative voting and
shareholder suits until the same may be repealed.
Section 6. Nominations.
Nominations for the election of Directors may be made by the
Board of Directors or by a proxy committee appointed by the
Board of Directors or by any shareholder entitled to vote in
the election of Directors generally. However, any shareholder
entitled to vote in the election of Directors generally may
nominate one or more persons for election as Directors at a
meeting only if written notice of such shareholder's intent to
make such nomination or nominations has been given, either by
personal delivery or by United States mail, postage prepaid,
to the Secretary of the Corporation not later than (1) with
respect to an election to be held at an annual meeting of
shareholders, 90 days in advance of such meeting, and (ii)
with respect to an election to be held at a special meeting of
shareholders for the election of Directors, the close of
business on the seventh day following the date on which notice
of such meeting is first given to shareholders. Each such
notice shall set forth: (a) the name and address of the
shareholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation that
the shareholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description
of all arrangements or understandings between the shareholder
and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (d) such other
information regarding each nominee proposed by such shareholder
as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission,
had the nominee been nominated, or intended to be nominated, by the
Board of Directors; and (e) the consent of each nominee to serve as
a Director of the Corporation if so elected. The Chairman of the
meeting may refuse to acknowledge the nomination of any person not
made in compliance with the foregoing procedure.
<PAGE>
Section 7. Amendment or Repeal
Notwithstanding any other provisions of law, of these Articles
of Incorporation or the By-Laws of the Corporation (and
notwithstanding the fact that a lesser percentage may be
specified by law, the Charter or the By-Laws of the
Corporation) the affirmative vote of the holders of 80% or
more of the outstanding shares of stock of the Corporation
shall be required to amend or repeal, or adopt any provision
inconsistent with or which relate to this Article IX.
ARTICLE X
Section 1. Vote Required for Certain Business Combinations
A. Higher Vote for Certain Business Combinations.
In addition to any affirmative vote required by law, and
except as otherwise expressly provided in Section 2 of this
Article X:
(i) any merger or consolidation of the Corporation or
any Subsidiary (as hereinafter defined) with (a) any
Interested Shareholder (as hereinafter defined) or (b)
any other corporation (whether or not itself an
Interested Shareholder) which is, or after such merger or
consolidation would be, an Affiliate (as hereinafter
defined) of an Interested Shareholder; or
(ii) any sale, lease, exchange, mortgage, pledge, transfer
or other disposition (in one transaction or a series of
transactions) to or with any Interested Shareholder or any
Affiliate of any Interested Shareholder of any assets of the
Corporation or any Subsidiary having an aggregate Fair Market
Value of $50,000,000 or more; or
(iii) the issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of transactions)
of any securities of the Corporation or any Subsidiary to
any Interested Shareholder or any Affiliate of any Interested
Shareholder in exchange for cash, securities or other property
(or a combination thereof) having an aggregate Fair Market
Value of $50,000,000 or more; or
(iv) the adoption of any plan or proposal for the liquidation
or dissolution of the Corporation proposed by or on behalf of
an Interested Shareholder or any Affiliate of any Interested
Shareholder; or
(v) any reclassification of securities (including any
reverse stock split), or recapitalization of the
Corporation, or any merger or consolidation of the
Corporation with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise
involving an Interested Shareholder) which has the
effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any
class of equity or convertible securities of the
Corporation or any Subsidiary which is directly or
indirectly owned by an Interested Shareholder or any
Affiliate of any Interested Shareholder;
<PAGE>
shall require the affirmative vote of the holders of at least
80% of the voting power of the outstanding shares of common
stock of the Corporation entitled to vote generally in the
election of directors (the "Voting Stock"). Such affirmative
vote shall be required notwithstanding the fact that no vote
may be required, or that a lesser percentage may be specified,
by law or in any agreement with any national securities
exchange or otherwise.
B. Definition of "Business Combination".
The term "Business Combination" as used in this Article X
shall mean any transaction which is referred to in any one or
more of clauses (i) through (v) of paragraph A of this Section
1.
Section 2. When Higher Vote is Not Required
The provisions of Section 1 of this Article X shall not be
applicable to any particular Business Combination, and such
Business Combination shall require only such affirmative vote
as is required by law and any other provision of these
Articles of Incorporation, if all of the conditions specified
in either of the following paragraphs A or B are met or, in
the case of a Business Combination not involving the payment
of consideration to Shareholders, if the condition specified
in the following paragraph A is met:
A. Approval by Disinterested Directors.
The Business Combination shall have been approved by a
majority of the Disinterested Directors (as hereinafter
defined).
B. Price and Procedure Requirements.
All of the following conditions shall have been met:
(i) The aggregate amount of the cash and the Fair Market
Value (as hereinafter defined) as of the date of the
consummation of the Business Combination of consideration
other than cash to be received per share by holders of Voting
Stock in such Business Combination shall be at least equal to
the highest of the following:
(a) (if applicable) the highest per share price
(including any brokerage commission, transfer taxes and
soliciting dealers' fees) paid by the Interested
Shareholder for any shares of Voting Stock acquired by it
(1) within the two-year period immediately prior to the
first public announcement of the proposal of the Business
Combination (the "Announcement Date") or (2) in the
transaction in which it became an Interested Shareholder,
whichever is higher;
<PAGE>
(b) the Fair Market Value per share of Voting Stock on the
Announcement Date or on the date on which the Interested
Shareholder became an Interested Shareholder (such latter date
is referred to in this Article X as the "Determination Date")
whichever is higher.
(ii) The consideration to be received by holders of Voting Stock
shall be in cash or in the same form as the Interested Shareholder
has previously paid for shares of such Stock. If the Interested
Shareholder has paid for shares of any class of Voting Stock with
varying forms of consideration, the form of consideration for such
Stock shall be either cash or the form used to acquire the largest
number of shares of such Stock previously acquired by it.
(iii) After such Interested Shareholder has become an Interested
Shareholder and prior to the consummation of such Business Combination:
(a) except as approved by a majority of the Disinterested Directors,
there shall have been no failure to declare and pay at the regular date
therefor any full quarterly dividends on the outstanding Common Stock;
(b) there shall have been (1) no reduction in the annual rate of dividends
paid on the Common Stock (except as necessary to reflect any subdivision
of the Common Stock) except as approved by a majority of the Disinterested
Directors, and (2) an increase in such annual rate of dividends as
necessary to reflect any reclassification (including any reverse stock
split), recapitalization, reorganization or any similar transaction which
has the effect of reducing the number of outstanding shares of the Common
Stock, unless the failure so to increase such annual rate is approved by
a majority of the Disinterested Directors; and (c) such Interested
Shareholder shall have not become the beneficial owner of any additional
shares of Voting Stock except as part of the transaction which results in
such Interested Shareholder becoming an Interested Shareholder.
(iv) After such Interested Shareholder has become Interested Shareholder,
such Interested Shareholder shall not have received the benefit, directly
or indirectly (except proportionately as a stockholder), of any loans,
advances, guarantees, pledges or other financial assistance or any tax
credits or other tax advantages provided by the Corporation, whether in
anticipation of or in connection with such Business Combination or
otherwise.
(v) A proxy or information statement describing the proposed Business
Combination and complying with the requirements of the Securities Exchange
Act of 1934 and the rules and regulations thereunder (or any subsequent
provisions replacing such Act, rules or regulations) shall be mailed to
shareholders of the Corporation at least 30 days prior to the consummation
of such Business Combination (whether or not such proxy or information
statement is required to be mailed pursuant to such Act or subsequent
provisions). The proxy or information statement shall contain on the
first page thereof, in a prominent place, any statement as to the
advisability (or inadvisability) of the Business Combination that the
Disinterested Directors, or any of them, may choose to make and, if
deemed advisable by a majority of the Disinterested Directors, the
opinion of an investment banking firm selected by a majority of the
Disinterested Directors as to the fairness (or nor) of the terms of the
Business Combination from a financial point of view to the holders of the
outstanding shares of Voting Stock other than the Interested Shareholder
and its Affiliates or Associates, such investment banking firm to be paid
a reasonable fee for its services by the Corporation.
<PAGE>
Section 3. Certain Definitions.
For the purposes of this Article X:
A. A "person" shall mean any individual, firm, corporation or other
entity.
B. "Interested Shareholder" shall mean any person (other than the
Corporation or any Subsidiary) who or which:
(i) is the beneficial owner, directly or indirectly, of
more than 20% of the voting power of the outstanding
Voting Stock; or
(ii) is an Affiliate of the Corporation and at any time
within the two-year period immediately prior to the date
in question was the beneficial owner, directly or
indirectly, of 20% or more of the voting power of the
then outstanding Voting Stock; or
(iii) is an assignee of or has otherwise succeeded to
any shares of Voting Stock which were at any time within
the two-year period immediately prior to the date in
question beneficially owned by any Interested
Stockholder, if such assignment or succession shall have
occurred in the course of a transaction or series of
transactions not involving a public offering within the
meaning of the Securities Act of 1933.
C. A person shall be a "beneficial owner" of any Voting Stock:
(i) which such person or any of its Affiliates or
Associates (as hereinafter defined) beneficially owns,
directly or indirectly; or
(ii) which such person or any of its Affiliates or
Associates has (a) the right to acquire (whether such
right is exercisable immediately or only after the
passage of time), pursuant to any agreement, arrangement
or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or
otherwise, or (b) the right to vote pursuant to any
agreement, arrangement or understanding; or
(iii) which is beneficially owned, directly or indirectly,
by any other person with which such person or any of its
Affiliates or Associates has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting
or disposing of any shares of Voting Stock.
D. For the purposes of determining whether a person is an
Interested Shareholder pursuant to paragraph B of this Section
3, the number of shares of Voting Stock deemed owned through
application of paragraph C of this Section 3 but shall not include
any other shares of Voting Stock which may be issuable pursuant to
any agreement, arrangement or understanding, or upon exercise of
conversion rights, warrants or options, or otherwise.
<PAGE>
E. "Affiliate" or "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of
1934, as in effect on January 1, 1986.
F. "Subsidiary" means any corporation of which a majority of
any class of equity security is owned, directly or indirectly,
by the Corporation; provided, however, that for the purposes
of the definition of Interested Shareholder set forth in
paragraph B of this Section 3, the term "Subsidiary" shall
mean only a corporation of which a majority of each class of
equity security is owned, directly or indirectly, by the
Corporation.
G. "Disinterested Director" means any member of the Board of
Directors of the Corporation (the "Board") who is unaffiliated
with the Interested Shareholder and was a member of the Board
prior to the time that the Interested Shareholder became an
Interested Shareholder, and any successor of a Disinterested
Director who is unaffiliated with the Interested Shareholder
and is recommended to succeed a Disinterested Director by a
majority of Disinterested Directors then on the Board.
H. "Fair Market Value" means: (i) in the case of stock, the
highest closing price during the 30-day period immediately
preceding the date in question of a share of such stock on the
Composite Tape for New York Stock Exchange-listed Stocks, or,
if such stock is not quoted on the Composite Tape, on the New
York Stock Exchange, or if such stock is not listed on such
Exchange, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on which
such stock is listed, or, if such stock is not listed on any
such exchange, the highest closing bid quotation with respect
to a share of such stock during the 30-day period preceding
the date in question on the National Association of Securities
Dealers, Inc. Automated Quotations System or any system then
in use, or if no such quotations are available, the Fair
Market Value on the date in question of a share of such stock
as determined by the Board in good faith; and (ii) in the case
of property other than cash or stock, the Fair Market Value of
such property on the date in question as determined by the
Board in good faith.
I. In the event of any Business Combination in which the
Corporation survives, the reference to "consideration other
than cash" as used in paragraph B(i) of Section 2 of this
Article X shall include the shares of Common Stock and/or the
shares of any other class of outstanding Voting Stock retained
by the holder of such shares.
<PAGE>
Section 4. Power of the Board of Directors.
A majority of the directors of the Corporation shall have the
power and duty to determine for the purposes of this Article
X, on the basis of information known to them after reasonable
inquiry, (A) whether a person is an Interested Shareholder,
(B) the number of shares of Voting Stock beneficially owned by
any person, (C) whether a person is an Affiliate or Associate
of another, (D) whether the assets which are the subject of
any Business Combination have, or the consideration to be
received for the issuance or transfer of securities by the
Corporation or any Subsidiary in any Business Combination has,
an aggregate Fair Market Value of $50,000,000 or more.
Section 5. No Effect on Fiduciary Obligations of Interested
Shareholders.
Nothing contained in this Article X shall be construed to
relieve any Interested Shareholder from any fiduciary
obligation imposed by law.
Section 6. Fiduciary Obligations of Directors.
The fact that any Business Combination complies with the
provisions of Section 2 of this Article X shall not be
construed to impose any fiduciary duty, obligation or
responsibility on the Board of Directors, or any member
thereof, to approve such Business Combination or recommend its
adoption or approval of the shareholders of the Corporation,
nor shall such compliance limit, prohibit or otherwise
restrict in any manner the Board of Directors or any member
thereof, with respect to evaluations of or actions and
responses taken with respect to such Business Combination.
Section 7. Amendment or Repeal.
Notwithstanding any other provisions of these Articles of
Incorporation (and notwithstanding the fact that a lesser
percentage may be specified by law, these Articles of
Incorporation or the By-Laws of the Corporation), the
affirmative vote of the holders of 80% or more of the
outstanding shares of Voting Stock shall be required to amend
or repeal, or adopt any provisions inconsistent with or
related to this Article X.
ARTICLE XI
To the maximum extent now and hereafter permitted by
applicable law, the personal liability of each Director of the
Corporation arising out of an action whether by or in the right of
the Corporation or otherwise for monetary damages for breach of his
duty as a Director is eliminated. No amendment, modification or
repeal of this Article or the adoption of any provision of the
Articles of Incorporation inconsistent with this Article shall
eliminate or diminish or otherwise adversely affect any rights or
protection provided by this Article to a Director of the
Corporation with respect to any case of action, claim, suit or
proceeding that is based on any alleged action or failure to act
prior to the effective date of such amendment, modification or
repeal or the adoption of any provision in the Articles of
Incorporation inconsistent with this Article.
<PAGE>
IN WITNESS WHEREOF, we have hereunto set our hands and seals
this the 3rd day of January, 1968.
/s/ W. Roger Soles (SEAL)
W. Roger Soles
/s/ Howard Holderness (SEAL)
Howard Holderness
/s/ George K. Cavenaugh (SEAL)
George K. Cavenaugh
/s/ D. E. Hudgins (SEAL)
D. E. Hudgins
<PAGE>
EXHIBIT 10
April 19, 1996
Mr. John D. Hopkins
Executive Vice President
and General Counsel
Jefferson-Pilot Life Insurance
P.O. Box 21008
Greensboro, NC 27420
Re: Employment Contract
Dear John:
As of April 18, 1996, your three-year employment contract with Jefferson-
Pilot Corporation expires. This letter will serve as a new agreement for
an additional three-year period beginning April 19, 1996. The terms and
conditions are outlined below.
1. Title: Executive Vice President for JP Life and Senior Vice President
for JP Corporation.
2. Report/Duties: You will devote your full time to all legal activities
and legal staff (SEC, Corporate Secretary, EEO, Tax, Investments,
Insurance, Acquisitions, etc.)
3. Compensation:
a. Base Salary: Of $312,000 per annum subject to annual review for
increases.
b. Annual Bonus: Consistent with plan for key employees.
c. Stock Options: You will continue to be eligible for annual stock
option recommendations contingent upon satisfactory
performance. Options awarded will usually vest over
a three-year period, but will become fully vested
upon completion of the three-year employment period
contemplated by this agreement.
This agreement is subject to final review and approval by the Jefferson-Pilot
Corporation Board Compensation Committee. If you agree with the above outlined
terms and conditions please sign the original and return it to me at your
earliest convenience. In consideration of your acceptance of this agreement,
you will be awarded stock options of 7,500 shares as of April 19, 1996 which
will become immediately vested.
Sincerely,
/s/ David A. Stonecipher
I hereby accept the terms outlined above.
/s/ John D. Hopkins
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<DEBT-HELD-FOR-SALE> 6,356,539
<DEBT-CARRYING-VALUE> 3,666,570
<DEBT-MARKET-VALUE> 3,688,565
<EQUITIES> 858,357
<MORTGAGE> 1,097,597
<REAL-ESTATE> 109,329
<TOTAL-INVEST> 13,240,568
<CASH> 60,651
<RECOVER-REINSURE> 1,539,545
<DEFERRED-ACQUISITION> 587,730
<TOTAL-ASSETS> 16,740,859
<POLICY-LOSSES> 12,629,181
<UNEARNED-PREMIUMS> 36,389
<POLICY-OTHER> 51,343
<POLICY-HOLDER-FUNDS> 201,029
<NOTES-PAYABLE> 583,374
0
50,000
<COMMON> 90,104
<OTHER-SE> 2,037,229
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187,299
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