UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A Amendment No. 1 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended Commission File Number December 31, 1996 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 Green Street, Greensboro, North Carolina 27401 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code 910-691-3691 Securities registered pursuant to Section 12(b) of the Act: Name of Exchange on Which Title of Each Class Registered Common Stock (Par Value $1.25) New York, Midwest and Pacific Stock Exchange 7.25% Automatic Common Exchange Securities, Due January 21, 2000, exchangeable into shares of NationsBank Corporation common stock or equivalent cash New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (x) Indicate by check mark 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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. Yes X No State the aggregate market value of the voting stock held by nonaffiliates of the registrant: approximately $4 billion at March 1, 1997. Indicate the number of shares outstanding of each of the issuer's classes of common stock: Class Outstanding at March 1, 1997 Common Stock (Par Value $1.25 per share) 70,758,426 DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held May 5, 1997 are incorporated by reference into Part III and pages 21 through 62 of the annual Shareholders report for the year ended December 31, 1996 are incorporated by reference into Part II. Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K. (c) This Form 10-K/A (Amendment No. 1) is being filed solely to update Exhibit 2(iii) because the Registrant no longer seeks confidential treatment for certain provisions previously redacted in such Exhibit. Confidential treatment has been granted by the Securities and Exchange Commission for the redacted portions of Exhibit 2(iii) hereto. Exhibit 2(iii). Stock Purchase Agreement dated as of February 23, 1997 between Jefferson-Pilot Corporation and The Chubb Corporation (incorporated by reference to Exhibit c(2) to Form 8-K (earliest event reported May 13, 1997) filed on May 28, 1997). Confidential treatment with respect to certain portions thereof has been granted by the Securities and Exchange Commission. Exhibits and Schedules set forth in the Agreement have been omitted and have been provided supplementally to the Securities and Exchange Commission. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 (Registrant) BY (SIGNATURE) /s/ Robert A. Reed (NAME AND TITLE) Robert A. Reed Vice President DATE November 7, 1997