<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
JEFFERSON-PILOT CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
LOGO
JEFFERSON-PILOT CORPORATION
100 North Greene Street
Greensboro, North Carolina 27401
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
MEETING DATE: MAY 5, 1997
Dear Shareholder:
You are cordially invited to attend the 1997 Annual Meeting of Jefferson-Pilot's
shareholders. We will meet at the Corporation's offices in Greensboro, North
Carolina on Monday, May 5, 1997, at 10:00 A.M.
The matters we will be acting on at the meeting are described in the attached
Notice of Meeting and Proxy Statement.
The Corporation's activities and performance during 1996 are reviewed in our
Annual Report to Shareholders.
I urge you to vote your shares by proxy, even if you plan to attend the meeting.
Please fill out and return your proxy card promptly.
On behalf of your Board of Directors, thank you for your continued support.
Sincerely,
LOGO
David A. Stonecipher
President and CEO
Jefferson-Pilot Corporation
April 7, 1997
<PAGE> 3
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
APRIL 7, 1997
Notice is Hereby Given that the Annual Meeting of Shareholders of
Jefferson-Pilot Corporation will be held at the Jefferson-Pilot Building (4th
Floor), 100 North Greene Street, Greensboro, North Carolina, at 10:00 o'clock
a.m. local time, on Monday, May 5, 1997. The purposes of the meeting are:
(1) electing four persons as Class II directors with terms continuing until
the Annual Meeting of Shareholders in 2000 and until their successors
are duly elected and qualified;
(2) electing one person as a Class I director with a term continuing until
the Annual Meeting of Shareholders in 1999 and until his successor is
duly elected and qualified; and
(3) transacting any other business that may be properly brought before the
meeting or any adjournment of the meeting.
Holders of common stock of record at the close of business on March 3, 1997 will
be entitled to vote at the meeting or any adjournment of the meeting.
Whether or not you expect to attend the meeting, please date, sign and return
promptly the enclosed proxy card. This will ensure that your shares are voted.
You may revoke your proxy at any time before it is voted at the meeting.
On behalf of the Board of Directors,
LOGO
Vice President and Secretary
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
CONTENTS
Proxy Solicitation and Voting Information................... 3
Proposals I and II -- Election of Directors................. 3
Security Ownership.......................................... 7
Executive Compensation...................................... 8
Other Information........................................... 16
</TABLE>
2
<PAGE> 4
PROXY STATEMENT
PROXY SOLICITATION AND VOTING INFORMATION
The enclosed proxy is solicited by the Board of Directors of Jefferson-Pilot
Corporation ("Corporation") for the Annual Meeting of Shareholders ("Meeting")
to be held on May 5, 1997 and any and all adjournments of the Meeting. These
proxies will be voted if properly signed, received by the Corporation prior to
the close of voting at the Meeting and not revoked.
Voting Eligibility. Holders of record of the Corporation's common stock
("common stock") at the close of business on March 3, 1997 will be entitled to
vote at the Meeting. On that date, 70,758,426 shares of common stock were
outstanding. Record holders are entitled to one vote per share on each matter
properly brought before the Meeting.
Certain Plans. Proxies representing shares of common stock held of record also
will represent full and fractional shares held under the Corporation's Dividend
Reinvestment Plan. Separate voting cards are being furnished under the
401(k)/TeamShare Plan for employees and career agents and under the Agents'
Retirement Plan.
Revoking a Proxy. A shareholder who has returned a proxy may revoke it at any
time before its use by delivering a written notice of revocation to the
Secretary of the Corporation, by submitting a properly executed,
subsequently-dated proxy to the Corporation or by voting in person at the
Meeting.
Quorum and Voting. A majority of the outstanding shares of common stock must be
represented in person or by proxy at the Meeting in order to constitute a quorum
for the transaction of business.
Under North Carolina law and the Corporation's Articles of Incorporation,
assuming a quorum is present, the candidates receiving the highest number of
votes will be elected directors. Abstentions and broker non-votes are counted
for purposes of determining a quorum. Abstentions, broker non-votes or failure
to vote are disregarded in tabulating voting results. Shareholders may not
cumulate their votes. Votes will be counted by employees of Georgeson & Company,
Inc. ("Georgeson"), which has been appointed to serve as Inspector of Election
for the Meeting.
Where the shareholder specifies a choice with respect to any matter to be acted
upon, the shares will be voted in accordance with such specification. Unless
otherwise so instructed, properly executed proxies which are returned in a
timely manner will be voted for all nominees for director, and in accordance
with the best judgment of the proxy holders on any other matters that may be
properly brought before the meeting.
Shareholder Proposals at the Meeting. The Corporation's By-Laws require 90 days
advance notice to the Secretary of any resolution to be presented at the
Meeting. No such notice has been received.
1995 Stock Split. All data in this Proxy Statement relating to the
Corporation's common stock and stock options have been adjusted where necessary
to reflect the three-for-two split of the Corporation's common stock that was
effected through a 50% stock dividend in December 1995.
PROPOSALS I AND II -- ELECTION OF DIRECTORS
Jefferson-Pilot's Board of Directors presently consists of thirteen members,
divided into three classes. The terms of office of the three classes of
directors end in successive years.
Four members of the class of directors whose term of office is expiring have
been nominated to serve for a new three-year term that will end in 2000. One
other director whose term of office as a director is also expiring has been
nominated to serve for a new two-year term that will end in 1999. This will
equalize the size of the classes of directors because one director, William E.
Blackwell, has tendered his resignation from the Board effective at the Meeting
in anticipation of his retirement later in 1997 from his management positions.
To reflect this retirement, the Board has reduced the number of directors from
thirteen to twelve effective at the Meeting. All of the director nominees have
previously been elected by the shareholders.
3
<PAGE> 5
The accompanying proxy will be voted for the election of the five nominees,
unless authority to vote for one or more nominees is withheld. If any nominee is
unable or unwilling to serve as a director for any reason (which is not
anticipated), the proxy will be voted for the election of any substitute nominee
designated by the Board of Directors or its Executive Committee.
Certain information about these nominees and the other directors whose terms of
office will continue after the Meeting is shown below.
<TABLE>
<CAPTION>
NAME, AGE AND YEAR
FIRST BECAME A DIRECTOR PRINCIPAL OCCUPATION DURING LAST FIVE YEARS AND OTHER POSITIONS(1)
- ---------------------------------------------------------------------------------------------------------
<S> <C>
NOMINEES TO SERVE FOR A THREE-YEAR TERM EXPIRING 2000 -- CLASS II
EDWIN B. BORDEN President and Chief Executive Officer, The Borden Manufacturing
age 63 Co. (textiles), Goldsboro, NC
Director since 1991
WILLIAM H. CUNNINGHAM Chancellor, The University of Texas System, Austin, TX since
age 53 September 1992; prior thereto, President, the University of Texas
Director since 1986 at Austin
E. S. MELVIN President and Chief Executive Officer of The Joseph M. Bryan
age 63 Foundation of Greater Greensboro, Inc. since January 1997; Senior
Director since 1988 Vice President, Central Carolina Bank & Trust Company from June
1993 to December 1996; prior thereto, Chairman of the Board and
Chief Executive Officer, 1st Home Federal Savings and Loan
Association of the Carolinas, F.A.
DONALD S. RUSSELL, JR. Attorney in sole practice in Columbia, SC
age 56
Director since 1977
NOMINEE TO SERVE FOR A TWO-YEAR TERM EXPIRING 1999 -- CLASS I
DAVID A. STONECIPHER President and CEO of the Corporation; President-Elect and
age 56 CEO-Elect from September 1992 to February 1993; President,
Director since 1993 GeorgiaUS (holding company), Atlanta, Georgia from February 1991
to August 1992 and Executive Vice President from April 1989
CONTINUING DIRECTORS FOR THE TERM EXPIRING 1998 -- CLASS III
ROBERT G. GREER Consultant in the formation of, and then Chairman since September
age 62 1996 of, the Bank of Tanglewood, N.A., Houston, Texas; Vice
Director since 1975 Chairman and Advisory Director, Northern Trust Bank of Texas from
August 1995 to May 1996; prior thereto, Chairman of the Board of
Tanglewood Bank.
GEORGE W. HENDERSON, III President and Chief Executive Officer, Burlington Industries, Inc.
age 48 (manufacturer of textile products), Greensboro, NC since January
Director since 1995 1, 1995; President and Chief Operating Officer from April 1993;
prior thereto, Group Vice President; also a director since 1990
HUGH L. MCCOLL, JR. Chief Executive Officer, NationsBank Corporation, Charlotte, NC
age 61 since 1983; Chairman of the Board and Chief Executive Officer from
Director since 1993 1983 to December 1991 and December 1992 to January 7, 1997;
President and Chief Executive Officer from December 1991 to
December 1992; also serves as Chief Executive Officer of that
company's subsidiary banks
MARTHA A. WALLS President and Chief Executive Officer, Southern Newspapers, Inc.,
age 69 Houston, TX
Director since 1990
</TABLE>
4
<PAGE> 6
<TABLE>
<CAPTION>
NAME, AGE AND YEAR
FIRST BECAME A DIRECTOR PRINCIPAL OCCUPATION DURING LAST FIVE YEARS AND OTHER POSITIONS(1)
- ----------------------------------------------------------------------------------------------------------------
<S> <C>
CONTINUING DIRECTORS FOR THE TERM EXPIRING 1999 -- CLASS I
C. RANDOLPH FERGUSON Executive Vice President -- Group, Jefferson-Pilot Life Insurance
age 51 Company, a subsidiary, since August 1988; Senior Vice President of
Director since 1989 the Corporation since May 1989; prior thereto, Vice
President -- Planning & Internal Auditing
WILLIAM PORTER PAYNE Vice Chairman of NationsBank Corporation since February 1997;
age 49 President and Chief Executive Officer, Atlanta Committee for the
Director since 1993 Olympic Games, Atlanta, GA from January 1991 to January 1997
ROBERT H. SPILMAN Chairman of the Board of the Corporation since March 1993;
age 69 Chairman of the Board and Chief Executive Officer, Bassett
Director since 1984 Furniture Industries, Inc. (furniture manufacturer), Bassett, VA
</TABLE>
- ---------------
(1) In addition to the directorships shown in the table, Mr. Borden is a
director of Carolina Power & Light Company, Ruddick Corporation, Triangle
Bancorp and Winston Hotels, Inc.; Mr. Cunningham is a director of La Quinta
Motor Inns, Inc. and Texas Commerce Bank (Advisory Director); Mr. Henderson
is a director of Wachovia Bank of North Carolina, N.A.; Mr. McColl is a
director of CSX Corporation, Ruddick Corporation and Sonoco Products
Company; Mr. Melvin is a director of Central Carolina Bank & Trust Company;
Mr. Payne is a director of Cousins Properties, Inc.; Mr. Russell is a
director of Piedmont Natural Gas Company; and Mr. Spilman is a director of
Dominion Resources, Inc., NationsBank Corporation, The Pittston Co.,
Trinova Corporation and Virginia Electric and Power Company.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors held five meetings during 1996. Attendance by directors
at meetings of the Board and of committees on which they served averaged
approximately 95%. All directors attended at least 75% of the meetings of the
Board and of committees on which they served except Mr. Payne (foreign travel
related to his role as President and Chief Executive Officer for the 1996
Atlanta Olympics).
To assist the Board of Directors in carrying out its duties and
responsibilities, it has appointed several standing committees, including the
five described below.
The Executive Committee, which met three times in 1996, is composed of Directors
Spilman (Chairman), Borden, Cunningham, Greer and Stonecipher. The Committee may
exercise all of the powers and authority of the Board of Directors except for
the power to issue stock or declare dividends and certain other powers
specifically reserved by North Carolina law to the Board.
Under the Statement of Principles of Jefferson-Pilot Corporation with Respect to
Certain Corporate Governance Matters, the Audit, Compensation and Conflict of
Interests Committees may not include any inside director (a current or recent
executive officer or any relative thereof) or any other director who is an
executive officer of another public corporation on whose board an executive
officer and director of the Corporation serves. Each of these Committees is
authorized to engage independent advisers with an appropriate budget made
available for this purpose. The Nominating Committee may not include more than
one inside director.
The Audit Committee, which met three times in 1996, is currently composed of
Directors Russell (Chairman), Henderson, Melvin, Payne and Walls. The duties of
the Committee include recommendation of the independent accountants to be
appointed by the Board; approval of the scope of the accountants' examination
and other services; review of the financial statements, including auditors'
opinions and management letters, and reporting to the Board the Committee's
recommendation with respect thereto; review of financial and/or fiscal policies
and policy decisions; determination of the duties and responsibilities of the
officer with internal auditing responsibility; approval of the scope of such
officer's work and review of the results thereof; approval of such officer's
staffing requirements and budget; and, through review of the results of internal
and external audits, monitoring of internal programs to ensure compliance with
laws, regulations and the Corporation's responsibilities for financial reporting
to the public.
5
<PAGE> 7
The Compensation Committee, which met twice in 1996, is currently composed of
Directors Cunningham (Chairman), McColl, Melvin, Spilman and Walls. The duties
of the Committee include approval of salaries to be paid to senior executive
officers; approval of or delegation to the President or a Vice President of the
authority to approve the salaries of all other officers; review of the qualified
employee benefit plans maintained by the Corporation; review of all
recommendations for changes in any plan which must be approved by the Board; and
administering officer incentive plans as well as determining the awards
thereunder for senior executive officers.
The Nominating Committee, which met twice in 1996, is currently composed of
Directors Spilman (Chairman), Cunningham, Greer, Henderson and McColl. The
duties of the Committee include recommendation to the Board with respect to
nominees for election as directors; and recommendation to the Board with respect
to the composition of all Committees of the Board other than the Executive and
Nominating Committees. In selecting nominees for the Board of Directors, the
Committee will consider nominees recommended in writing by shareholders to the
same extent as nominees recommended by management. The Committee will not be
able to consider recommendations received less than 120 days prior to the date
of the meeting at which directors are to be elected.
The Conflict of Interests Committee, which met once in 1996, is currently
composed of Directors Walls (Chairperson), Borden, Melvin, Payne and Russell.
The duties of the Committee include annual review of all significant
relationships which directors have with the Corporation, directly or indirectly,
and making appropriate recommendations to the Board based thereon concerning
Committee assignments. The duties also include investigation of any complaints
concerning a possible conflict of interests involving directors or officers of
the Corporation, recommendation to the Board of action to be taken to remove any
such conflict and recommendation of policies or procedures designed to avoid any
such conflicts of interests.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Corporation or one of its subsidiaries
receive a retainer of $30,000 per year, plus a fee of $1,000 for each Board or
committee meeting of the Corporation or one of its subsidiaries attended ($500
for a committee meeting held in connection with a Board meeting). Committee
chairpersons receive an additional annual retainer of $3,000. The Chairman of
the Board receives an additional annual retainer of $50,000.
Directors may elect to defer receipt of some or all cash directors' fees.
Deferred accounts are credited with phantom deferred equivalent units of the
Corporation's stock or with interest at rates representative of market rates, as
selected by the director. Deferred accounts are unfunded and are paid out in up
to ten annual installments after Board service ends.
Under the Non-Employee Directors' Stock Option Plan approved by shareholders in
1995, non-employee directors receive nondiscretionary stock option awards, each
exercisable at the fair market value of the Corporation's common stock on the
date of the award, as follows: in 1995 or at such later date as they may join
the Board, options to purchase 7,500 shares; and on the first regular quarterly
Board meeting date in each year from 1996 through 1999, options to purchase
3,375 shares. The options generally expire in ten years. The Plan, unless
earlier terminated, will expire on March 31, 1999.
6
<PAGE> 8
SECURITY OWNERSHIP
The following table shows the beneficial ownership of the Corporation's common
stock as of March 3, 1997 for each director and each of the five highest paid
executive officers, and for all such persons and other executive officers as a
group, based on information they supplied.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
NAME OWNED(1)(2)
- --------------------------------------------------------------------------
<S> <C>
William E. Blackwell........................................ 111,260
Edwin B. Borden............................................. 27,375
William H. Cunningham....................................... 15,411
C. Randolph Ferguson........................................ 76,036
Robert G. Greer............................................. 16,275
George W. Henderson, III.................................... 10,198
Hugh L. McColl, Jr.......................................... 14,250(2)
E. S. Melvin................................................ 23,659(2)
William Porter Payne........................................ 15,370
Donald S. Russell, Jr....................................... 19,312(2)
Robert H. Spilman........................................... 36,990
David A. Stonecipher........................................ 258,095
Martha A. Walls............................................. 40,606
Dennis R. Glass............................................. 93,360
John D. Hopkins............................................. 67,712
Kenneth C. Mlekush.......................................... 92,094
Directors and executive officers as a group (18 persons).... 992,814
</TABLE>
- ---------------
(1) The individuals have sole voting and investment power with respect to the
shares shown, except as follows: Mr. Blackwell: 2,250 shares are held by his
wife; Mr. Melvin: 710 total shares are held by his two sons and wife; Mr.
Spilman: 1,050 shares are held by his wife; Mr. Stonecipher: 3,000 shares
are held by his wife; and Ms. Walls: 29,701 shares are owned jointly with
her husband and 2,084 shares are held by a corporation of which she is an
officer, director and principal shareholder. Except as specifically
indicated, the directors named in this note have no authority to vote these
shares. The shares reported include shares held for each officer under the
Corporation's 401(k)/TeamShare plan, share equivalent units under the
directors' fee deferral plan as follows: Mr. Henderson, 1,523 shares; Mr.
Melvin, 1,637 shares; Mr. Spilman, 8,134 shares and Mrs. Walls, 1,726
shares; and the following shares which the individuals had the right to
acquire within 60 days through the exercise of options: employee plan: Mr.
Blackwell, 37,500; Mr. Ferguson, 25,333; Mr. Stonecipher, 204,166; Mr.
Glass, 85,416; Mr. Hopkins, 62,916, Mr. Mlekush, 87,916; non-employee
director plan: Messrs. Borden, Cunningham, Greer, McColl, Melvin, Payne,
Russell and Spilman, 10,875 each; Mr. Henderson, 8,375; Mrs. Walls, 3,375;
and the group (both plans), 669,497.
(2) None of the individuals reported beneficial ownership of more than 1% of the
total shares outstanding. Mr. McColl reported that NationsBank Corporation,
of which he is Chief Executive Officer, holds 3,126,046 shares (4.4%) for
its own account, as to which he disclaims beneficial ownership. Mr. Melvin
reported that he is coexecutor of the estate of Joseph M. Bryan, which owns
837,675 shares of common stock of the Corporation (1.2%), as to which Mr.
Melvin disclaims beneficial ownership. Mr. Russell reported that 111,375
shares are held of record by his father under an arrangement under which Mr.
Russell has sole voting power, as to which shares Mr. Russell disclaims
beneficial ownership.
The Corporation believes that all of its executive officers and directors
complied for 1996 with all applicable stock ownership reporting requirements
under Section 16(a) of the Securities Exchange Act of 1934.
7
<PAGE> 9
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Principles of the Executive Pay Program
The foundation of the executive compensation program is based on guiding
principles designed to align compensation with the Corporation's mission,
business strategy and values. Building on this foundation, the executive
compensation program is designed to retain and motivate the executive talent
needed to maximize the Corporation's return to shareholders by:
- providing base compensation levels that are competitive with that
provided in the various markets in which the Corporation competes for
executive talent;
- rewarding executives for the achievement of specific corporate and unit
earnings goals, as well as market-related goals necessary to build value
over the long term; and
- creating earned share ownership opportunities so that the long-term
maximization of shareholder value truly links executive and shareholder
interests.
In the executive compensation program's implementation, the Compensation
Committee considers each of these principles, which are described in greater
detail below.
Competitive Compensation Levels
Total compensation (base salary and incentive) targets for expected levels of
performance are developed for executive officers. Published survey materials,
proxy statement analyses and counsel with consultants form the basis for
establishing targeted compensation levels, including the incentive compensation
described below. Companies listed as the "Similarly Diversified Companies" in
the Performance Graph are included in the compensation survey data, as are other
companies. The Corporation uses broad financial services and insurance industry
surveys to determine competitive data, since executives may be recruited from or
attracted to companies other than those included in the "Similarly Diversified
Companies." In general, total compensation is targeted at the second quartile
(i.e., the 50 to 75 percent range) of the relevant marketplace for each
executive's area of responsibility (e.g., life insurance, broadcasting, etc.).
Actual compensation of the individuals named in the Summary Compensation Table
for 1996, including Mr. Stonecipher, fell within the second quartile of the
relevant marketplace.
Incentive and Reward
Achieving both the short- and long-term goals described below is necessary for
executives to earn competitive total compensation. Depending on position,
between 50 and 60 percent of each executive officer's total targeted
compensation is based upon performance. Performance-related elements include
annual bonus, long-term incentive compensation ("Long-Term Plan") payouts and
stock options.
The annual incentive compensation plan is keyed to competitive annual incentive
norms and is based on the achievement of short-term goals consisting of the
Corporation's earnings per share ("EPS") and operating income targets set for
the Corporation and each line of business. Additional short-term goals such as
market share, premium growth and new business issued may also affect a specific
individual's incentive award. The short-term goals for executives are developed
based on the Corporation's annual budgets and operating plans. The weights
accorded to the goals vary depending on the participant's position. For most
executive officers, the 1996 bonuses were above the normal range, reflecting the
extraordinary effort expended in the integration of two major acquisitions. The
actual performance of the Corporation and of the individuals named in the
Summary Compensation Table in 1996 resulted in annual bonuses varying from 42%
to 75% of base salary.
Long-term incentives come in two forms under the Long Term Stock Incentive Plan:
the Long-Term Plan, which is a three-year plan based on cumulative growth of
operating EPS, and stock options. Participants in the Long-Term Plan are
eligible for an annual payment, the first having been made in early 1995,
contingent upon the
8
<PAGE> 10
Corporation's achieving specified levels of compound growth rate in the
cumulative operating earnings per share ("CGR") during the preceding three years
(or, in the case of the phase-in period through December 31, 1994, the preceding
two years). Payouts are expressed as a percentage (which varies according to the
participant and the level of CGR achieved) of each participant's salary during
the last year of the relevant period and are established in combination with the
expected value of stock option grants such that competitive and
performance-related long-term incentive opportunities are available. No amounts
will be payable under the Long-Term Plan if the CGR during the relevant period
is less than 50% of the targeted CGR. Payouts for Mr. Stonecipher are based on a
percentage that is 33% greater than the percentage for other current
participants in the Long-Term Plan due to differences in competitive practice
for the Chief Executive Officer position versus that of other executive
officers.
Some of the stock options awarded in 1996 to executive officers were granted
pursuant to extensions of employment agreements, which are described below under
"Employment Contracts." The agreements provide for grants of options in amounts
that, when combined with long-term incentives under the three-year plan, provide
total long-term incentive compensation that is competitive with other large
insurance companies, based on data from industry surveys. Actual gains from
stock option grants are dependent upon stock price increases from the fair
market value at the time of grant. The Compensation Committee does not consider
levels of share ownership or past option grants in making current stock option
awards as it desires to continually reinforce the goal of stock price
improvement.
Equity Ownership
Sustained and increasing ownership by executives of the Corporation's stock is
expected upon shares being earned through performance. Half of the value earned
under the Long-Term Plan is delivered in shares. In the payout for the
three-year performance cycle which ended in 1996, an aggregate of 10,118 shares
were delivered to six executive officers. The direct link between shareholders
and executives is strengthened by using stock options as an important incentive
vehicle. Expectations are established informally regarding the continued
ownership by executives during their employment of Corporation shares.
Chief Executive Officer's Compensation
Mr. Stonecipher's salary for 1996 reflected a 4% increase over his 1995 salary.
Under his employment agreement with the Corporation, which was negotiated on an
arms' length basis and entered into on August 1, 1992, a substantial majority of
Mr. Stonecipher's bonus for 1996 was determined in accordance with a formula
based on growth in EPS over the prior year. In 1996, EPS increased 12.1%
compared with 1995 results adjusted to exclude discontinued operations. The
additional bonus amount reflected Mr. Stonecipher's outstanding leadership and
progress on a key strategic objective of redeploying capital into the life
insurance and annuity businesses to improve the return to shareholders. In
addition, pursuant to his employment agreement, Mr. Stonecipher participates in
the Long-Term Plan and received a payout in early 1997 based on achievement of
above-target CGR over the three-year period 1994-96, and in 1996 received a
stock option to purchase 125,000 shares at the fair market value on the date of
grant.
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<PAGE> 11
Deductibility of Compensation
The Compensation Committee has taken steps to minimize any compensation that
would be non-deductible under Section 162(m) of the Internal Revenue Code. In
the event that any material amount might potentially not be deductible under
Section 162(m), the Committee will consider what actions, if any, should be
taken to seek to make such compensation deductible without compromising its
ability to motivate and reward excellent performance.
COMPENSATION COMMITTEE
William C. Cunningham, Chairman
Hugh L. McColl, Jr.
E. S. Melvin
Robert H. Spilman
Martha Ann Walls
********
10
<PAGE> 12
A summary of the compensation for the Corporation's chief executive officer, and
for the four other executive officers who were the highest paid for 1996 ("named
officers"), for services to the Corporation or its subsidiaries is shown in the
following table.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
--------------------
ANNUAL COMPENSATION AWARDS(2) PAYOUTS
----------------------------------- ---------- -------
OTHER ANNUAL SECURITIES LTIP ALL OTHER
COMPENSATION UNDERLYING PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) OPTIONS(#) ($)(3) ($)(4)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
David A. Stonecipher............. 1996 843,650 633,000 -- 125,000 484,930 6,750
President and Chief Executive 1995 811,200 540,000 -- 75,000 350,763 5,895
Officer of the Corporation and 1994 780,000 338,520 -- 37,500 203,840 --
Jefferson-Pilot Life Insurance
Company
Kenneth C. Mlekush............... 1996 365,500 200,000 -- 38,750 157,567 6,039
Senior Vice President of the 1995 351,500 200,000 -- 30,000 113,991 5,700
Corporation and Executive Vice 1994 338,000 140,900 -- 22,500 66,248 --
President -- Individual of
Jefferson-Pilot Life Insurance
Company
Dennis R. Glass.................. 1996 327,600 150,000 -- 38,750 141,228 2,314
Senior Vice President and 1995 315,100 230,000 -- 22,500 102,187 6,045
Treasurer
of the Corporation and Executive 1994 303,000 125,000 30,000 11,250 59,388 --
Vice President and Treasurer of
Jefferson-Pilot Life Insurance
Company
John D. Hopkins.................. 1996 312,000 130,000 -- 38,750 -- 5,700
Senior Vice President and General 1995 300,000 210,000 -- 22,500 -- 6,045
Counsel of the Corporation and 1994 282,500 115,000 -- 22,500 -- --
Executive Vice President and
General Counsel of
Jefferson-Pilot Life Insurance
Company
William E. Blackwell............. 1996 343,400 200,000 -- 22,500 148,040 6,692
Executive Vice President of the 1995 330,200 150,000 -- 22,500 107,084 6,207
Corporation and President of 1994 317,500 156,464 -- 15,000 62,230 --
Jefferson-Pilot Communications
Company
</TABLE>
- ---------------
(1) Other annual compensation for Mr. Glass has included a payment for bonus
foregone from his previous employer, of which $30,000 was paid in 1994.
(2) During the years 1994-1996, none of the named individuals were granted any
stock appreciation rights ("SAR's") or restricted stock awards.
(3) LTIP payouts were made 50% in shares of the Corporation's common stock.
(4) Company matching and gain sharing contributions to the 401(k)/TeamShare
Plan which became effective in 1995 are shown in this column.
LONG TERM STOCK INCENTIVE PLAN
This plan provides long term incentives, based on Jefferson-Pilot common stock
and on growth in earnings per share ("EPS"), to employees who may influence the
long term performance of the Corporation and its subsidiaries. Key features of
the plan include stock options and long term incentive awards. The option price
11
<PAGE> 13
may not be less than 100% of the fair market value of the stock on the award
date. The following table shows options awarded by the Compensation Committee in
1996 to the named officers.
The price of the common stock must appreciate in order for optionees to realize
any gain. As the stock price increases, all shareholders benefit
proportionately.
OPTION GRANTS DURING 1996
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS GRANT DATE
UNDERLYING GRANTED TO PRESENT VALUE
OPTIONS EMPLOYEES EXERCISE EXPIRATION (BLACK-SCHOLES)
NAME GRANTED(#) IN 1996 PRICE($) DATE ($)(1)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
David A. Stonecipher...................... 125,000 24.7% 53.625 2/11/06 1,409,209
Kenneth C. Mlekush........................ 7,500 1.4% 46.75 1/2/06 60,357
31,250 6.2% 53.625 2/11/06 352,302
William E. Blackwell...................... 22,500 4.4% 53.625 2/11/06 253,658
Dennis R. Glass........................... 31,250 6.2% 53.625 2/11/06 352,302
7,500 1.4% 57.50 11/4/06 102,316
John D. Hopkins........................... 31,250 6.2% 53.625 2/11/06 352,302
7,500 1.4% 52.25 4/19/06 93,706
</TABLE>
- ---------------
(1) The values shown in this table have been calculated through standard
application of the Black-Scholes pricing model, using the following
assumptions: options are exercised at the end of their ten-year term;
interest rates are based on U.S. Treasury Strips available on the grant
date and maturing at the end of the option term; volatility is based on the
average daily closing market prices for December 1991 through December
1995; and the average annual dividend growth rate approximates 10%. The
actual value an executive officer receives from a stock option is dependent
on future market conditions, and there can be no assurance that the value
ultimately realized by the executive will not be more or less than the
amount reflected as "Grant Date Present Value." In addition, the value
shown does not take into account the nontransferability of the options. The
options granted upon renewal of employment agreements (7,500 for each of
Messrs. Glass, Hopkins and Mlekush) are exercisable immediately and the
discretionary options become exercisable in one-third increments over three
years, or upon earlier death, disability, retirement, termination of
employment after completion of the term of an employment agreement, or a
change in control.
The following table shows stock option exercises during 1996 and the value of
unexercised options as of December 31, 1996.
AGGREGATED OPTION EXERCISES IN 1996
AND DECEMBER 31, 1996 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT 12-31-96(#) AT 12-31-96($)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David A. Stonecipher...... -- -- 137,500 175,000 3,559,894 1,385,415
Kenneth C. Mlekush........ -- -- 70,000 43,750 1,507,812 362,187
William E. Blackwell...... -- -- 17,500 42,500 416,979 503,334
Dennis R. Glass........... -- -- 71,250 38,750 1,418,907 245,312
John D. Hopkins........... 18,750 502,344 45,000 42,500 770,001 344,843
</TABLE>
The dollar values shown above represent the difference between the fair market
value of the common stock and the exercise price of the options at the date of
exercise or at December 31, 1996, respectively.
12
<PAGE> 14
The following table shows potential future payouts under awards for the cycle
commencing in 1996 under the Long-Term Plan, which is described under "Incentive
and Reward" above.
LONG-TERM INCENTIVE PLANS -- AWARDS IN 1996
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
PERFORMANCE UNDER NON-STOCK-
OR OTHER PRICE-BASED PLANS
NUMBER OF SHARES, PERIOD UNTIL ----------------------------------
UNITS OR OTHER MATURATION OR THRESHOLD TARGET MAXIMUM
NAME RIGHTS(#)(1) PAYOUT(2) ($)(3) ($)(3) ($)(3)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
David A. Stonecipher................. -- 1996-1998 168,730 337,460 506,190
Kenneth C. Mlekush................... -- 1996-1998 54,825 109,650 164,475
William E. Blackwell................. -- 1996-1998 51,510 103,020 154,530
Dennis R. Glass...................... -- 1996-1998 49,140 98,280 147,420
John D. Hopkins...................... -- -- -- -- --
</TABLE>
- ---------------
(1) Long-term awards are not designated in shares, units or other rights.
Payouts are based on the compound growth rate ("CGR") in earnings per share
during the three-year period. Payouts, if any, are in a 50/50 ratio of cash
and common stock valued at the fair market value on the date of payout.
(2) Amounts in the table are based on current annual salary. Actual payments,
if any, will be calculated as a percentage (which varies according to the
participant and the level of CGR achieved) of salary during the last year
in the period.
(3) Payouts are contingent upon achieving specified levels of CGR and service
to the end of the three-year cycle. The target amount will be payable if
the targeted CGR is achieved. The threshold amount will be payable if 50%
of the targeted CGR is achieved; below 50% no payout will be made. The
maximum amount will be payable if 150% or more of the targeted CGR is
achieved.
RETIREMENT PLANS
Retirement benefits are provided under both a qualified plan and a nonqualified
supplemental benefit plan maintained by the Corporation for certain senior
executives, and the following table includes benefits under both plans.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
------------------------------------
20 YEARS
FINAL AVERAGE EARNINGS 10 YEARS 15 YEARS OR MORE
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ 300,000................................................ $ 75,000 $112,000 $150,000
$ 600,000................................................ $150,000 $225,000 $300,000
$ 900,000................................................ $225,000 $337,500 $450,000
$1,200,000............................................... $300,000 $450,000 $600,000
$1,500,000............................................... $375,000 $562,500 $750,000
$1,800,000............................................... $450,000 $675,000 $900,000
</TABLE>
The table illustrates straight life annuity annual benefits that would be
payable upon normal retirement at age 65 on January 1, 1997 to participants in
specified earnings and years of service classifications. Benefits shown are not
subject to offset for amounts payable under Social Security, but are subject to
reduction in the event of early retirement.
For purposes of the table, covered compensation consists of the amounts
disclosed in the Summary Compensation Table as salary and, for years after 1992,
bonus. The credited years of service for the named individuals are as follows:
Mr. Stonecipher, 4 years; Mr. Mlekush, 4 years; Mr. Blackwell, 39 years; Mr.
Hopkins, 4 years; and Mr. Glass, 3 years.
Mr. Stonecipher is entitled to additional retirement benefits pursuant to the
terms of his employment agreement.
13
<PAGE> 15
EMPLOYMENT CONTRACTS
On March 1, 1993, David A. Stonecipher became the President and Chief Executive
Officer of the Corporation and Jefferson-Pilot Life Insurance Company pursuant
to an employment agreement dated August 11, 1992, which expires on December 31,
1997. Mr. Stonecipher's 1993 base salary under the agreement was $750,000 and is
subject to review and increase by the Compensation Committee in subsequent years
as appropriate. An annual bonus calculated as a percent of base salary may be
earned, determined in accordance with a formula based on growth in EPS over the
prior year. Pursuant to the agreement, in 1992-1994 Mr. Stonecipher was granted
options to purchase at the market prices on the dates of grant an aggregate of
112,500 shares of Common Stock under the Corporation's stock option plan. Mr.
Stonecipher, currently age 56, is entitled to an annual retirement benefit at
age 65 equal to 67% (reduced in the case of termination of service before age
65) of the average annual base salary and annual bonus payments over the last 60
months of employment, reduced by other retirement benefits received by Mr.
Stonecipher from his former employer or under retirement plans of the
Corporation, including the pension plans described above.
Messrs. Mlekush, Glass and Hopkins and one other executive officer joined the
Corporation in 1993 under three-year employment agreements providing for annual
salary, and guaranteed options over three years covering shares, as follows: Mr.
Mlekush, $325,000 and 52,500 shares; Mr. Glass, $300,000 and 60,000 shares; and
Mr. Hopkins, $265,000 and 45,000 shares. Mr. Mlekush's agreement was renewed at
the end of 1995 for an additional three years, and in 1996 the agreements for
Messrs. Glass and Hopkins were renewed for an additional three years; in
connection with each renewal the Compensation Committee approved the award of a
guaranteed stock option for 7,500 shares exercisable at the fair market value
the date of the award. Base salaries are subject to review and increase by the
Compensation Committee in subsequent years as appropriate. The agreements also
provide that annual bonuses of up to 48% of base salary may be earned in
accordance with a formula based on growth in operating EPS and/or other factors.
Additional amounts may be paid for exceptional individual and company
performance. The agreements also provide for participation in the Long-Term Plan
(except for Mr. Hopkins) and for transition payments, moving expense
reimbursements and certain foregone bonus reimbursements, most of which were
paid prior to the years shown in the Summary Compensation Table.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Directors Cunningham, McColl, Melvin and Spilman served as members of the
Compensation Committee of the Board during all of 1996. Thomas M. Belk served on
the Committee until his retirement from the Board on May 6, 1996; Ms. Walls then
joined the Committee and served during the remainder of 1996. None of such
persons ever has been an officer or employee of the Corporation or any of its
subsidiaries or has had any other significant relationship with the Corporation
requiring disclosure under the proxy rules.
14
<PAGE> 16
SHAREHOLDER RETURN
The following graph illustrates the cumulative total shareholder return on
Jefferson-Pilot's common stock compared to total returns on Standard & Poor's
500 Stock Index and on certain other similarly diversified life insurance
companies. The graph assumes that $100 was initially invested on December 31,
1991 and that all dividends were reinvested.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG JEFFERSON-PILOT CORPORATION, S&P 500 INDEX, AND SIMILARLY DIVERSIFIED
COMPANIES
<TABLE>
<CAPTION>
CUSTOM
COMPOSITE
MEASUREMENT PERIOD JEFFERSON- INDEX (10
(FISCAL YEAR COVERED) PILOT S&P 500 STOCKS)
<S> <C> <C> <C>
DEC. '91 100 100 100
DEC. '92 132 108 135
DEC. '93 133 118 141
DEC. '94 152 120 128
DEC. '95 211 165 179
DEC. '96 264 203 214
</TABLE>
The similarly diversified companies included in the custom composite index are
American General Corporation, American National Insurance Company, The Liberty
Corporation, Lincoln National Corporation, Protective Life Corporation,
Provident Life & Accident Insurance Company of America (Class B Common),
Providian Corporation, ReliaStar Financial Corp., Torchmark Corporation, and
USLife Corporation. Each company is weighted according to its respective stock
market capitalization at the beginning of each calendar quarter included in the
graph.
15
<PAGE> 17
OTHER INFORMATION
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Upon recommendation of the Audit Committee, on February 12, 1996 the Board
appointed and designated Ernst & Young LLP as the independent public accountants
for the Corporation and its consolidated subsidiaries for the fiscal year ending
December 31, 1996. Similarly, Ernst & Young LLP has been reappointed for 1997.
Previously, the financial statements were audited by McGladrey & Pullen, LLP,
although McGladrey expressed reliance for 1995 upon Arthur Andersen LLP, the
auditors for 1995 for Alexander Hamilton Life Insurance Company of America
following its acquisition by the Corporation. The change in auditors reflects
the Corporation's increasing size (assets more than doubled in 1995, principally
through acquisitions) and growing needs for nationwide life insurance industry
resources for both auditing and other services particularly those related to
acquisitions. The change was made following a selection process in which
McGladrey chose not to participate although it remained willing to serve as the
auditors based on its existing life insurance industry resources.
Representatives of Ernst & Young will be present at the Meeting, and will be
given the opportunity to make a statement and will be available to respond to
appropriate questions.
The reports of McGladrey on the Corporation's financial statements for 1995 and
for 1994, and the report of Andersen for the period following the acquisition,
did not contain an adverse opinion or disclaimer of opinion nor was either
qualified or modified as to uncertainty, audit scope or accounting principles,
except for explanatory statements in the McGladrey reports regarding a change of
method of accounting for investments in debt and marketable equity securities,
which resulted from the Corporation's adoption of SFAS 115 effective January 1,
1994.
Since January 1, 1994 there have been no disagreements between the Corporation
and McGladrey, and since the date of the acquisition there have been no
disagreements between Alexander Hamilton or the Corporation and Andersen, on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure. Similarly, there were no reportable events as to
either such accounting firm.
EXPENSES AND METHODS OF SOLICITATION
The Corporation pays the costs of soliciting proxies. Brokerage houses and other
custodians, nominees and fiduciaries will be asked to forward solicitation
materials to the beneficial owners and will be reimbursed for their reasonable
expenses. The Corporation has retained Georgeson & Co. to perform various proxy
advisory and solicitation services for a total estimated fee of $12,500, plus
out-of-pocket expenses. In addition, directors, officers and other employees of
the Corporation and its subsidiaries may solicit proxies by mail, telephone,
telecopier or telegraph or in person.
CORPORATE GOVERNANCE MATTERS
Since their adoption by the Board of Directors in 1993, the Corporation has
complied in all material respects with the Statement of Principles referred to
on page 5, which was ratified at the 1993 Annual Meeting of Shareholders by the
affirmative vote of 94% of the votes cast. The Principles have not been
modified, amended or waived in any respect since their adoption, except for the
waiver approved by the Corporation's Board of Directors on March 21, 1997 which
permits William E. Blackwell, who turned age 65 on April 1, 1997, to continue to
serve in his various executive capacities with the Corporation including service
as President of Jefferson-Pilot Communications Company for a period not to
exceed six months from April 1. The Board has a high degree of confidence in Mr.
Blackwell and values his continuing contributions until the current search is
completed and a suitable successor is in place. A copy of the Principles is
available upon request to the Secretary of the Corporation and will be available
for review by shareholders at the Meeting.
16
<PAGE> 18
SHAREHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETING
Jefferson-Pilot's 1998 annual meeting of shareholders is tentatively scheduled
for May 4, 1998. Any shareholder proposal to be presented at that meeting must
be received by the Corporation's secretary by December 7, 1997 in order to be
timely received for inclusion in the Corporation's proxy statement for that
meeting.
The Corporation's Articles of Incorporation and By-Laws provide that any
shareholder entitled to vote for the election of shareholders generally at an
annual meeting may nominate at that meeting one or more persons for election as
directors only if written notice of such shareholder's intent to make such
nomination or nominations has been given to the Secretary of the Corporation not
later than 90 days in advance of such meeting. The By-Laws similarly require 90
days' advance written notice to the Secretary of any resolution to be presented
at that meeting. No notice of either event has been received for the Meeting.
OTHER MATTERS
The Board of Directors is not aware of any other matters which may be presented
for action at the Meeting. Should any other matter requiring a vote of the
shareholders arise, the accompanying proxy will be voted with respect to the
matter, in accordance with the best judgment of the person or persons voting the
proxy, in the interest of the Corporation.
Whether or not you plan to attend the Meeting, please promptly sign, date and
return the enclosed proxy card.
By Order of the Board of Directors
Robert A. Reed
Vice President and Secretary
17
<PAGE> 19
APPENDIX A
PROXY JEFFERSON-PILOT CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 5, 1997
The undersigned hereby constitute(s) and appoint(s) DAVID A. STONECIPHER, JOHN
D. HOPKINS AND ROBERT A. REED, and each or any of them, attorneys and proxies
of the undersigned, with full power of substitution to each, and with all the
powers the undersigned would possess if personally present, to vote all shares
of stock of Jefferson-Pilot Corporation the undersigned is entitled to vote at
the Annual Meeting of the Shareholders of Jefferson-Pilot Corporation to be
held on May 5, 1997, and at any adjournment thereof, upon the matters referred
to in the Notice of Meeting and Proxy Statement for said meeting and in their
discretion upon such other business as may properly come before the meeting
or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN,
OR IF NO CHOICE IS SPECIFIED, FOR EACH OF THE PROPOSALS LISTED ON THE REVERSE
SIDE. DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS THAT
MAY COME BEFORE THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE TWO PROPOSALS.
-----------
SEE REVERSE
SIDE
-----------
(IMPORTANT -- TO BE SIGNED AND DATED ON REVERSE SIDE)
[X] PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.
- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS OF JEFFERSON-PILOT CORPORATION RECOMMENDS A VOTE FOR:
- -------------------------------------------------------------------------------
1. Election of four Class II Directors
Nominees: Edwin B. Borden, William H. Cunningham, E. S. Melvin, and
Donald S. Russell, Jr.
FOR [ ] WITHHOLD [ ]
_________________________________________________
FOR all listed nominees except as noted above
2. Election of one Class I Director
Nominee: David A. Stonecipher
FOR [ ] WITHHOLD [ ]
Date:_____________________________, 1997
________________________________________
________________________________________
SIGNATURE(S)
IMPORTANT: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. PERSONS SIGNING
AS ATTORNEY-IN-FACT, CORPORATE OFFICER OR IN A FIDUCIARY CAPACITY SHOULD STATE
THEIR TITLE. IF STOCK IS HELD BY JOINT TENANTS OR AS COMMUNITY PROPERTY, ALL
PARTIES SHOULD SIGN.
_______ I plan to attend the meeting.
_______ See noted comments.
