SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-A/A-2
AMENDMENT NO.2
(to Registration Statement on Form 8-A
dated August 1, 1988)
For registration of certain classes of securities
pursuant to section 12(b) or 12(g) of the
Securities Exchange Act of 1934
Jefferson-Pilot Corporation
(Exact name of registrant as specified in its charter)
North Carolina 56-0896180
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
100 North Greene Street, Greensboro, North Carolina 27401
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
Common Stock New York Stock Exchange
Share Purchase Rights Midwest Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
The undersigned registrant hereby amends Items 1 and 2 of
its Registration Statement on Form 8-A, dated August 1, 1988, (the
"Registration Statement"), as previously amended by Form 8-A/A
(Agreement No. 1) dated November 15, 1994, as set forth below:
Item 1. Description of Securities.
On February 8, 1999, the Board of Directors of Jefferson-
Pilot Corporation (the "Corporation') further amended the
shareholder rights plan set forth in the Amended and Restated
Rights Agreement (the "Rights Agreement") dated as of November 7,
1994 between the Company and First Union National Bank as Rights
Agent (the "Rights Agent"). The Amendment to Rights Agreement (the
"Amendment") amends the Rights Agreement: to increase the initial
exercise price of the Rights to $235.00 from $88.22 ($185.00
adjusted for two 3/2 stock splits); to extend the duration of the
Rights to February 8, 2009 from November 7, 2004; to add a
substitution provision permitting the Board of Directors to cause
the issuance of substitute value in the form of cash, a reduced
purchase price, or preferred stock or debt securities of the
Corporation to persons holding exercisable Rights (which excludes
any Acquiring Person) in lieu of issuing common stock of the
Corporation upon exercise of or in exchange for such Rights; and to
reflect such substitution provision, to delete the covenant that
the Corporation will reserve and keep available sufficient common
shares to permit exercise of all outstanding Rights.
The Amendment to Rights Agreement is attached hereto as
an exhibit and is incorporated herein by reference. The foregoing
description is qualified in its entirety by reference to that
Amendment.
Item 2. Exhibits.
1. Amendment to Rights Agreement dated as of February 8,
1999 between Jefferson-Pilot Corporation and First Union National
Bank, as Rights Agent, which includes amendments to the form of
Right Certificate set forth as Exhibit A to the Rights Agreement,
and the 1994 Rights Agreement. (Incorporated by reference to
Exhibit 4 to each of the Registrant's reports on Form 8-K filed on
November 14, 1994 and February 18, 1999.)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
JEFFERSON-PILOT CORPORATION
By: /s/Robert A. Reed
(name) Robert A. Reed
(title) Vice President
Dated: February 18, 1999
