SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Earliest Event Reported: May 31, 1995
Jefferson-Pilot Corporation
(Exact name of registrant as specified in its charter)
North Carolina 1-5955 56-0896180
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
100 North Greene Street, Greensboro, North Carolina 27401
(Address of principal executive offices) (Zip Code)
(910) 691-3375
(Registrant's telephone number, including area code)
Item 5. Other Events
Brief Description of Transaction
On May 31, 1995, the Registrant's principal subsidiary, Jefferson-
Pilot Life Insurance Company ("JP Life"), completed an assumption
reinsurance transaction under which it assumed most of the life
insurance and annuity liabilities of Kentucky Central Life
Insurance Company ("KCL"), pursuant to a Life and Health Agreement
In Connection With The Rehabilitation of Kentucky Central Life
Insurance Company (the "Agreement").
KCL is a publicly held insurance company chartered in Kentucky,
which became insolvent due to higher risk investments, principally
in mortgages, coupled with high policy crediting rates. The
Kentucky Insurance Commissioner intervened in February 1993 and
froze KCL's assets until a rehabilitation plan could be formulated.
JP Life was selected in February 1994 to take over most of the life
and annuity policy liabilities. Lower court approval of the plan
of rehabilitation was given in August 1994. This decision was
appealed, and in May 1995 the Kentucky Supreme Court upheld the
lower court's ruling. KCL's present or former fire and casualty
insurance operations, broadcasting business, health and credit life
insurance operations, and certain other assets are not part of the
transaction with JP Life.
In this assumption reinsurance transaction, JP Life assumed most of
the life insurance (except credit life) and annuity liabilities of
KCL, other than those being paid off to policyholders who opted out
of the plan and elected to cancel their policies. The
policyholders who did not opt out elected to accept reformulated
contracts with JP Life, as discussed below. As part of the
reinsurance, JP Life also succeeded to selected investment assets
and cash of KCL, and received additional cash and notes from (or
backed by) various state insurance guaranty associations ("GA's")
through the National Organization of Life and Health Guaranty
Associations ("NOLHGA"). Excluded investment assets include all
real estate assets and mortgage loans as well as certain equity
securities. Certain liabilities and assets remain subject to
further "opt out" procedures, as discussed below. To administer
and account for the closed block of policies being reinsured, JP
Life has leased space in the KCL office building in Lexington,
Kentucky, has hired about 130 KCL administrative employees and will
hire another 20 people locally.
No new KCL policies will be written in the future. Substantially
all policies reinsured are over two years old and thus are past the
stipulated contestibility period.
Future revenues for JP Life arising out of this reinsurance will be
produced via both policy premiums and investments.
Reformulation of Policies
Under the plan of rehabilitation those policyholders who did not
opt out agreed to modify the terms and conditions of their policies
in two key areas. First, as to policy value buildup, on over 90%
of policies (all but traditional life policies), policyholders
agreed to the addition of stipulated amounts per year of charges to
their policy values during the moratorium period (five years
through May 31, 2000), and a lowering of the guaranteed minimum
interest rate from 4% to 3%. Also, for universal life policies
(which constitute over 75% of total liabilities reinsured), the
actual annual cost of insurance charges were increased by 15% (but
not above the limit guaranteed in each policy) and JP Life agreed
not to increase them further unless mortality experience
deteriorates. Furthermore, a stipulated interest rate of 6.35%
will be credited on the May 31, 1995 account values under
essentially all reinsured policies during the five year moratorium
period. Where a policy loan exists, the crediting rate will be
somewhat lower in order to assure a two percentage (200 basis)
point spread over the loan interest rate during the moratorium
period. Second, as to withdrawals and cancellations, surrender
charges were increased and policy loans were narrowly limited
during the moratorium (the charges reduce and the limits increase
over the period). Thus, premium erosion may be less than is
typical for such policies, although guarantees by participating
state guaranty associations beginning in February 1996 may offset
some or all of the charges on specific policies and thereby reduce
the disincentive to cash in policies.
For the initial year, JP Life expects that cash received from
policyholders under the policies assumed will exceed $100 million.
Investments
JP Life will manage the investment assets assumed from KCL and will
redeploy the substantial cash received from KCL and from
participating state guaranty associations through its existing
investment department in Greensboro. These assets will be managed
within the framework of the Registrant's existing asset/liability
management (ALM) process which focuses primarily on the management
of interest rate risk and is more fully discussed in Management's
Discussion and Analysis of Financial Condition and Results of
Operations in the Registrant's most recent annual report.
Management intends that the option-adjusted durations for all the
interest-sensitive portfolios such as universal life and annuities
(which comprise most of the reinsured KCL liabilities) remain
appropriately matched.
A separate investment policy/strategy statement has been developed
for the assets supporting the reinsured KCL policies. The strategy
reflects the stipulated interest rate and the above normal
persistency that is anticipated during the moratorium period.
It is anticipated that, at least initially, all of the assets
supporting the policies assumed will be classified as "available
for sale."
Impact on the Registrant
Financial condition -- The data set forth below reflects
approximations of the assets and liabilities taken over at the
closing on May 31. As to certain securities the parties are still
resolving valuations using agreed upon procedures, and the values
shown are therefore only approximations. Approximately 10% of the
asset, liability and intangible values shown in the table relate to
certain policies which remain subject to further opt out procedures
that are expected to be resolved by August 31, 1995. Management
believes that a significant number of these policyholders will
decline to opt out and will accept the reformulated contracts being
offered. To the extent that policyholders opt out, assets
representing their reduced account values will be returned by JP
Life and the liability and intangible values shown in the table
will be reduced accordingly.
KCL/JP LIFE REINSURANCE TRANSACTION
GAAP Basis Listing of Unaudited Assets and Liabilities Assumed,
Which Will Change Due to Further Policyholder Opt Out Elections
(Approximations, in millions)
May 31
Assumed
Assets
Cash and equivalents $ 126
Fixed income securities 624*
Policy loans 44
NOLHGA Notes 11
KCL receivable, backed
by GA's 40
KCL receivable, not
backed by GA's 4
Equity securities 5*
$ 854
Deferred Policy Acquisition
Costs 256*
$1,110
*All securities are "available for sale", stated at fair value.
Exact value is unresolved; assets are expected to be slightly
higher, and DPAC slightly lower.
Liabilities**
Traditional life $ 60
Universal life 850
Annuities
- deferred 40
- immediate 90
- Kentucky deferred plan 70
$1,110
**Subject to further actuarial valuation. Also, include
liabilities related to certain policies not yet assumed pending
resolution of further opt out procedures. The potential reduction
in liabilities is approximately 10% if all further policyholder
elections are to opt out.
The fair value on the May 31 closing date has become JP Life's cost
basis for all securities assumed. The fixed income securities
constitute an A quality portfolio, broken down as follows:
government and agency obligations, 15%; public corporate
obligations, 73%; and privately placed obligations, 12%. The only
fixed income securities characterized as "higher risk" assets are
bonds below investment grade, which approximate 4% of fixed income
securities.
Capital resources -- JP Life will record intangible assets
(Deferred Policy Acquisition Costs) for assumption of the
reinsurance block on a GAAP basis, representing the amount of
liabilities assumed in excess of the value of assets received.
The amount of this intangible ultimately should be in the range of
$210-250 million, depending on the outcome of the further opt out
procedures. This excess will be amortized over the expected lives
of the policies assumed in accordance with FAS 97 and FAS 60.
The Registrant's total consolidated assets of $6,395 million at
March 31, 1995 increased by approximately $1,110 million through
this transaction, assuming only nominal further opt outs.
Shareholders' equity is unaffected, and thus (with this assumption)
the pro forma ratio of shareholders' equity to assets decreased to
approximately 24.5% from 28.8% at March 31, 1995.
On the statutory books maintained for regulatory purposes by JP
Life, what otherwise (under GAAP) would be characterized as
deferred policy acquisition costs are not recognized as assets, and
thus there will be a corresponding charge to regulatory capital and
surplus. JP Life also is allocating additional capital and surplus
to this block of policies, and the ongoing investment income from
the related assets adds to the return assigned to this transaction.
The sum of this charge to, and allocation of, capital and surplus
aggregates approximately $100 million and exceeds the amount
required for minimum risk based capital ratio purposes. This sum
will decline to the extent there are further opt outs.
Liquidity -- JP Life expects to realize positive operating cash
flows from this block of policies including investment income on
the assets supporting them.
Results of operations -- The transaction is expected to meet the
Registrant's target of at least a 1% after-tax annual return on
incremental invested assets. Incremental invested assets initially
approximate $850 million but presumably will decline in the further
opt out process and also will decline over time due to mortality
and policy lapses.
Method of Reporting
This transaction is not being reported under Item 2, and historical
and pro forma financial statements are not being provided, because
the net book value of assets acquired and the consideration
therefor (the GAAP intangible) does not exceed 10% of the
Registrant's total consolidated assets, the transaction does not
involve the acquisition of a "business," and there is not
sufficient continuity of the prior operations such that disclosure
of prior financial information is material to an understanding of
future operations. Furthermore, substantially all of the financial
data reported herein as of May 31 will change, in effect
retroactive to that date, reflecting the results of the further opt
out process for certain policyholders. JP Life has no future
rights to put any assets back to KCL except to satisfy any such
policyholder opt out decisions.
Further Reporting
The Registrant will file an amendment to this Form 8-K within 60
days if necessary to report any further information relating to
this transaction that may be required by the SEC.
Item 7. Exhibits
1. Life and Health Agreement In Connection With The Rehabilitation
of Kentucky Central Life Insurance Company, which is incorporated
by reference to Exhibit 2 to the Registrant's Form 10-Q for the
quarter ended September 30, 1994.
SIGNATURE
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: Robert A. Reed
(name) Robert A. Reed
(title) Vice President
Dated: June 15, 1995