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: February 8, 1999
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)
(336) 691-3375
(Registrant's telephone number, including area code)
Item 5. Other Events.
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 7. Exhibits.
4. Amendment to Rights Agreement dated as of February 8, 1999
between Jefferson-Pilot Corporation and First Union National Bank, as
Rights Agent.
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: /s/ Robert A. Reed
(name) Robert A. Reed
(title) Vice President
Dated: February 18, 1999
AMENDMENT
TO
RIGHTS AGREEMENT
This Amendment to Rights Agreement ( Agreement ) is made
as of February 8, 1999, between JEFFERSON-PILOT CORPORATION, a
North Carolina corporation ("Company"), and FIRST UNION NATIONAL
BANK, a national banking association ("Rights Agent").
WHEREAS, on August 1, 1988 the Board of Directors of the
Company authorized and declared a dividend of one common share
purchase right ("Right") for each Common Share of the Company
outstanding on August 12, 1988, each Right representing the right
to purchase one Common Share, upon the terms and subject to the
conditions set forth in a Rights Agreement, dated as of August 1,
1988 ("Original Rights Agreement") between the Company and the
Rights Agent;
WHEREAS, the parties amended and restated the Original
Rights Agreement in its entirety, by an Amended and Restated Rights
Agreement ( Amended Agreement"), dated as of November 7, 1994; and
WHEREAS, the Company desires to further amend the Amended
Agreement, pursuant to Section 27 thereof;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree to
further amend the Amended Agreement as follows:
1. For purposes of this Agreement, capitalized terms have the
meanings specified in the Amended Agreement, except as otherwise
defined herein.
2. In Section 7(a) and in the caption and the first paragraph
of Exhibit A of the Amended Agreement, the Final Expiration Date is
changed to February 8, 2009 from November 7, 2004.
3. In Section 7(b) and in Exhibit A to the Amended Agreement,
the Purchase Price is changed to $235.00 from $82.22 ($185 per
share previously stated, as adjusted for two stock splits).
4. Section 11(a)(iii) of the Amended Agreement is amended to
read in its entirety as follows:
(iii) In the event that the number of Common Shares which are
authorized by the Company's Article of Incorporation and not
outstanding or subscribed for, or reserved or otherwise committed
for issuance for purposes other than upon exercise of the Rights,
are not sufficient to permit the holder of each Right to purchase
the number of Common Shares to which he or she would be entitled
upon the exercise in full of the Rights in accordance with the
foregoing subparagraph (ii) of paragraph (a) of this Section 11, or
should the Board of Directors, in its sole and absolute discretion,
so elect, the Company shall: (A) determine the excess of (1) the
value of the Common Shares issuable upon the exercise of a Right
(calculated as provided in the last sentence of this subparagraph
(iii)) pursuant to Section 11(a)(ii) hereof (the "Current Value")
over (2) the Purchase Price (such excess, the "Spread"), and (B)
with respect to each Right, make adequate provision to substitute
for such Common Shares, upon payment of the applicable Purchase
Price, any one or more of the following, in any combination
determined by the Board, having an aggregate value determined by
the Board of Directors to be equal to the Current Value: (1) cash,
(2) a reduction in the Purchase Price, (3) Common Shares or other
equity securities of the Company (including, without limitation,
shares, or units of shares, of preferred stock which the Board of
Directors has determined to have the same value as shares of Common
Stock (such shares of preferred stock, "common stock
equivalents")), (4) debt securities of the Company, or (5) other
assets; provided, however, if the Company shall not have made
adequate provision to deliver value pursuant to clause (B) above
within thirty (30) days following the first occurrence of an event
triggering the rights to purchase Common Shares described in
Section 11(a)(ii) ("Section 11(a)(ii) Trigger Date"), then the
Company shall be obligated to deliver, upon the surrender for
exercise of a Right and without requiring payment of the Purchase
Price, shares of Common Stock (to the extent available) and then,
if necessary, cash, which shares and cash have an aggregate value
equal to the Spread. If the Board of Directors shall determine in
good faith that it is likely that sufficient additional Common
Shares could be authorized for issuance upon exercise in full of
the Rights, the thirty (30) day period set forth above may be
extended to the extent necessary, but not more than ninety (90)
days after the Section 11(a)(ii) Trigger Date, in order that the
Company may seek shareholder approval for the authorization of such
additional shares (such period, as it may be extended, the
"Substitution Period"). To the extent that the Company determines
that some action need be taken pursuant to the first and/or second
sentences of this Section 11(a)(iii), the Company (x) shall
provide, subject to Section 7(e) hereof and the last paragraph of
Section 11(a)(ii) hereof, that such action shall apply uniformly to
all outstanding Rights, and (y) may suspend the exercisability of
the Rights until the expiration of the Substitution Period in order
to seek any authorization of additional shares and/or to decide the
appropriate form of distribution to be made pursuant to such first
sentence and to determine the value thereof. In the event of any
such suspension, the Company shall make a public announcement, and
shall deliver to the Rights Agent a statement, stating that the
exercisability of the Rights has been temporarily suspended. At
such time as the suspension is no longer in effect, the Company
shall make another public announcement, and deliver to the Rights
Agent a statement, so stating. For purposes of this Section
11(a)(iii), the value of the Common Shares shall be the current per
share market price (as determined pursuant to Section 11(d) hereof)
of the Common Shares on the Section 11(a)(ii) Trigger Date and any
common stock equivalent shall be deemed to have the same value as
the Common Shares on such date.
5. In Section 9 of the Amended Agreement, at the end of the
first sentence, the following language is added: except to the
extent that substitute consideration is permitted by Section
11(a)(iii) and is legally available for issuance under applicable
state corporation law .
6. In the legend to appear on certificates for Common Shares as
specified in Section 3(c), and in the first paragraph of Exhibit A,
of the Amended Agreement, the words as amended February 8, 1999 are
added after November 7, 1994 and before (the Rights Agreement ),
and certificates for Common Shares bearing the legend in the Amended
Agreement may continue to be issued until certificates containing the
revised legend are available.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.
Attest: JEFFERSON-PILOT CORPORATION
_____________________________ By: ______________________________
Title
Attest: FIRST UNION NATIONAL BANK
_____________________________ By: ______________________________
Title