SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to ___________
Commission file number 33-56369
JEFFERSON-PILOT CORPORATION TEAMSHARE PLAN
(Full title of the plan)
JEFFERSON-PILOT CORPORATION
(Name of the issuer of the securities held pursuant to the plan)
100 North Greene Street
Greensboro, North Carolina 27401
(Address of principal executive office)
JEFFERSON-PILOT CORPORATION TEAMSHARE PLAN
TABLE OF CONTENTS
1
Report of Independent Auditors
Audited Financial Statements
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
Supplemental Schedules
Schedule of Assets Held for Investment Purposes at end of year 10
(Form 5500 - Schedule H Line 4i)
Schedule of Reportable Transactions 11
(Form 5500 - Schedule H Line 4j)
Supplemental Schedules, other than those listed above, are omitted
because of the absence of the conditions under which they are required
by Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974 or
because the required information is included in the financial statements
or notes thereto.
Signatures 12
Exhibit 13
Report of Independent Auditors
To the Plan Administrator and Participants
Jefferson-Pilot Corporation Teamshare Plan
We have audited the accompanying statements of net assets available for
benefits of Jefferson-Pilot Corporation Teamshare Plan as of December 31,
1999 and 1998, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
at December 31, 1999 and 1998, and the changes in its net assets available
for benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes as of December 31, 1999, and
reportable transactions for the year then ended are presented for the purpose
of additional analysis and are not a required part of the financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plans management. The supplement schedules have been
subject to the auditing procedures applied in our audits of the financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
Greensboro, NC
May 5, 2000
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Jefferson-Pilot Corporation
Teamshare Plan
Statements of Net Assets Available for Benefits
December 31
1999 1998
---- ----
Assets
Investments, at fair value $75,248,458 $71,443,237
Investments, at contract value 4,457,927 4,324,019
Receivables:
Employer's matching contribution 1,632 17,682
Employer's Gainshare contribution 1,305,480 1,480,834
Participants contributions 24,942 248,446
__________ ___________
Total receivables 1,332,054 1,746,962
__________ ___________
Net assets available for benefits $81,038,439 $77,514,218
=========== ===========
See accompanying notes.
-2-
Year ended
December 31
1999 1998
---- ----
Additions
Investment income:
Net appreciation in fair
value of investments $1,563,516 $17,478,924
Interest 283,087 343,793
__________ ___________
1,846,603 17,822,717
Contributions:
Participants' 7,881,952 7,823,173
Rollovers 535,714 526,227
Employer matching 265,777 566,877
Gainshare 1,305,480 1,480,834
_________ _________
Total contributions 9,988,923 10,397,111
_________ __________
Total additions 11,835,526 28,219,828
Deductions
Benefits paid to
participants 8,285,280 9,294,661
Administrative expenses 26,025 2,075
_________ _________
Total deductions 8,311,305 9,296,736
Net increase 3,524,221 18,923,092
Net assets available for
benefits:
Beginning of year 77,514,218 58,591,126
__________ __________
End of year $81,038,439 $77,514,218
See accompanying notes.
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Jefferson-Pilot Corporation
Teamshare Plan
Notes to Financial Statements
December 31, 1999
1. Description of Plan
The following description of the Jefferson-Pilot Corporation (the Company)
Teamshare Plan (the Plan) provides only general information. Participants
should refer to the Plan agreement for a more complete description of the
Plan's provisions.
General
The Plan is a defined contribution and profit sharing plan covering all
employees and career agents of Jefferson-Pilot Corporation and the following
subsidiaries (collectively, the Sponsor) who have at least one year of
service and are age twenty-one or older:
Jefferson-Pilot Life Insurance Company
Jefferson-Pilot Communications Company
Jefferson-Pilot Communications Company of Virginia
WCSC, Inc.
Alexander Hamilton Life Insurance Company of America ("AH Life")
First Alexander Hamilton Life Insurance Company ("FAHL")
Jefferson-Pilot Securities Corporation
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). The Company serves as Plan administrator
and named fiduciary.
Contributions
Eligible participants may contribute up to 15% of before-tax compensation,
as defined in the Plan. Participants may also contribute amounts representing
distributions from other qualified plans. The Company matches 10% of a
participant's total before-tax contributions for the Plan year that do not
exceed 6% of a participant's compensation for the portion of the year during
which the participant elected to make pre-tax contributions.
-4-
1.Description of Plan (continued)
"Gainshare" contributions are subject to approval by the Compensation
Committee of the Company's Board of Directors. Gainshare contributions are
made by the Sponsor on behalf of participants (1) who meet certain
eligibility requirements specified in the Plan document and (2) whose
employer, business unit and, if applicable, business subunit satisfy
predetermined financial performance standards, in amounts of up to 4% of
compensation.
Employees in Puerto Rico and the U.S. Virgin Islands are not eligible for
pre-tax or matching contributions, but may participate in "Gainshare"
contributions when the eligibility requirements and performance standards
are met.
Gainshare contributions for 1999 and 1998 were disbursed 50% in cash and
50% in the Jefferson-Pilot Common Stock Fund. For individual gainshare
amounts of $200 and less, the total was disbursed in the Jefferson-Pilot
Common Stock Fund.
Participant Accounts
Each participant's account is credited with the participant's contributions
and allocations of (a) the Company's contributions and (b) Plan earnings.
Allocations are based upon participant earnings as defined in the Plan
document. Investment income, including net appreciation (depreciation) in
value of the Plan's investments, is allocated to individual participant
accounts in the same ratio that the value of the individual account bears to
the sum of the values of all participants' accounts. Forfeited balances of
terminated participants nonvested accounts are used to reduce Company
Gainshare contributions. The balance of the forfeited nonvested account was
$274,937 and $275,150 for 1999 and 1998, respectively. The benefit to which
a participant is entitled is the benefit that can be provided from the
participant's account.
Vesting
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company contribution portion of their
accounts plus actual earnings thereon is based on years of service. A
participant is 100% vested in Company contributions after five years of
credited service.
-5-
1. Description of Plan (continued)
Participant Loans
Participants may borrow from their accounts if (1) there is an immediate and
heavy financial need and (2) at least two years have elapsed since the member
first made contributions to the Plan. Participant loans may range from a
minimum amount of $1,000 up to a maximum amount equal to the lesser of (1)
50% of their vested account balance or (2) $50,000 reduced by the highest
outstanding balance of prior loans from the Plan or any other qualified
retirement plan maintained by a sponsoring employer during the one-year
period ending on the day prior to the loan. Loan terms range from 1 - 5
years. The loans are secured by the balance in the participant's account and
bear interest at a rate equal to the prime lending rate reported in the Wall
Street Journal on the last business day of the calendar quarter, plus one
percentage point.
Principal and interest are paid ratably through weekly, biweekly, or
bi-monthly payroll deductions.
Payment of Benefits
Upon termination of service, a participant may receive the vested value of
his/her account in either a lump sum payment, periodic installments in
substantially equal amounts for a period not to exceed 15 years or direct
rollover to an eligible retirement plan. Distributions from the Jefferson-
Pilot Common Stock Fund may be distributed in cash or in shares of the
Company's common stock, if so elected.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts.
-6-
2. Summary of Accounting Policies
Investment Valuation
Expect for the investment contracts, the Plan's investments are stated at
fair value. The fair value of participation units owned by the Plan in the
pooled separate account is based on quoted redemption values on the last
business day of the plan year. The investment contract is stated at contract
value, representing contributions made to the Fund, plus earnings credited,
less benfits paid and any expense charges. The participant loans are valued
at their outstanding balances, which approximate fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles in the US requires management to make estimates that
affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Reclassification
Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation. These reclassifications had no impact on
previously reported net assets available for benefits.
3. Investments
Effective January 1, 1999, Riggs Bank became the trustee of all Plan assets
except the insurance contract. During 1999, the Plan's investments
(including investments purchased, sold, and held during the year) appreciated
in fair value as determined by quoted market prices as follows:
Net Realized
and Unrealized
Appreciation in
Fair Value of
Investments
_______________
1999 1998
---- ----
Pooled Separate Accounts 1,563,516 17,478,924
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3. Investments (continued)
Investments that represent 5% or more of the net assets are as follows:
December 31
1999 1998
---- ----
Investments at fair value:
Jefferson-Pilot Life separate Account B:
Jefferson-Pilot Common stock Fund* $31,309,019 $31,599,535
Fidelity VIP Equity-Income Fund 12,577,199 12,752,315
Fidelity VIP Growth Fund, 19,536,932 18,909,452
Fidelity VIP Overseas Fund, 5,554,774 4,129,783
Investments at contract value:
JP Life Guaranteed Fund 4,457,927 4,324,019
*Nonparticipant-directed
The average yield of the JP Life Guaranteed Fund for 1999 and 1998
approximated 4.68% and 4.65%, repectively, and the crediting interest rates as
of December 31, 1999 and 1998 were 5.10% and 4.35% respectively. Crediting
interest rates are normally adjusted annually and minimum crediting rate of
3.5% applies. The fair value approximates contract value.
4. Nonparticipant-Direct Investments
Information about the net assets and the significant components of changes
of changes in net assets related to the nonparticipant-directed investment
is as follows:
December 31
1999 1998
---- ----
Investments at fair value:
Jefferson-Pilot Common Stock Fund $31,309,019 $31,599,535
Year Ended
December 31, 1999
-----------------
Change in investments, at fair value:
Contributions 4,639,259
Loan Interest 18,440
Net realized and unrealized depreciation
in fair value (2,294,692)
Loan Disbursement (77,662)
Distributions to participants (2,575,861)
___________
$(290,516)
-8-
5. Income Tax Status
The Plan has received a determination letter from the Internal Revenue
Service dated March 24, 1997, stating that the Plan is qualified under
Section 401(a) of the Internal Revenue Code (the "Code") and, therefore,
the related trust is exempt from taxation. The Plan has been amended since
receiving the determination letter. Once qualified, the Plan is required
to operate in conformity with the Code to maintain its qualification.
The Plan Administrator believes the Plan is being operated in compliance with
the applicable requirements of the Code and, therefore, believes that the
Plan is qualified and the related trust is tax exempt.
6. Administration and Plan Expenses
The Plan provides that investment and administrative expenses of the Plan
will be paid from the Plan's assets unless paid by the Sponsor. During 1999
and 1998, most expenses associated with the Plan were paid for by the Sponsor.
-9-
Supplemental Schedules
Jefferson-Pilot Corporation
Teamshare Plan
EIN: 56-0896180
Plan Number: 002
Schedule H Line 4i
Schedule of Assets Held for Investment Purpose At End of Year
December 31, 1999
(c)
Description of
Investment,
Including
Maturity Date,
(a) (b) Rate of Interest, (d) (e)
Identity of Issue, Borrower, Collateral, Par or Current
Lessor or Similar Party Maturity Value Cost Value
* Jefferson-Pilot Separate Account B:
Pooled Separate Accounts
Jefferson-Pilot Common Stock Fund $20,550,089 $31,309,019
Oppenheimer Bond Fund + 2,905,226
Fidelity VIP Equity-Income Fund 12,577,199
Fidelity VIP Growth Fund + 19,536,932
Fidelity VIP Overseas Fund + 5,554,774
Federated Max-Cap Institutional Fund + 1,466,025
Franklin Small Cap Growth Fund + 630,872
PIMCO Money Market + 160,048
__________
74,140,095
* Jefferson Pilot Life
Guaranteed Account Investment contract,5.10% + 4,457,927
Participant Loans Interest rates ranging
from 8.75% to 9.25% + 1,108,363
__________
$79,706,385
==========
*Represents party-in-interest
+Cost information is not presented as investment in participant directed
-10-
Jefferson-Pilot Corporation
Teamshare Plan
EIN: 56-0896180
Plan Number: 002
Schedule H Line 4j
Schedule of Reportable Transactions
Year ended December 31, 1999
(b)
Description
of Asset (h)
Including Current
Interest Rate Value of (i)
(a) and Maturity (c) (d) (g) Assets on Net
Identity of in Case of a Purchase Selling Cost Transaction Gain or
Party Involved Loan Price Price of Asset Date (Loss)
Category (iii) - Series of transactions in excess of 5% of plan assets
- ----------------------------------------------------------------------
Jefferson-Pilot Corporation Common Stock Fund
Purchases $3,279,760 $ - $3,279,760 $3,279,760 $ -
Sales - 1,275,584 1,020,433 1,275,584 255,151
There were no category (i), (ii) or (iv)reportable transactions during 1999.
Columns (e) and (f) have not been presented as this information is not
applicable.
-11-
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized, on June 28, 2000.
JEFFERSON-PILOT CORPORATION
By: /s/ Hoyt J. Phillips
Senior Vice President,
Human Resources
-12-
Exhibit
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-56369) pertaining to the Jefferson-Pilot
Corporation Teamshare Plan of Jefferson-Pilot Corporation of our
report dated May 5, 1999, with respect to the financial statements
and schedules of the Jefferson-Pilot Corporation Teamshare Plan
included in this Annual Report (Form 11-K) for the year ended
December 31, 1999.
/s/ Ernst & Young LLP
Greensboro, North Carolina
June 23, 2000
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