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, 1998
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
Report of Independent Auditors
Financial Statements
Statements of Net Assets Available for Benefits,
with Fund Information - December 31, 1998 and 1997
Statements of Changes in Net Assets Available for Benefits,
with Fund Information - Year Ended December 31, 1998 and 1997
Notes to Financial Statements
Supplemental Schedules
Schedule of Assets Held for Investment Purposes at December 31, 1998
(Form 5500 - Item 27a)
Schedule of Reportable Transactions for the Year Ended December 31, 1998
(Form 5500 - Item 27d)
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
Exhibit
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,
1998 and 1997, 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, 1998 and 1997, 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 supplemental schedules of assets
held for investment purposes as of December 31, 1998, 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 Plan's management. The Fund Information in the statements of net assets
available for benefits and the statements of changes in net assets available
for benefits is presented for purposes of additional analysis rather than to
present the net assets available for benefits and changes in net assets
available for benefits and changes in net assets available for benefits of
each fund. The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Ernst & Young LLP
Greensboro, NC
April 23, 1999
Jefferson-Pilot Corporation
Teamshare Plan
Statements of Net Assets Available for Benefits,
with Fund Information
December 31, 1998
JP Life
Guaranteed
Account Jefferson-Pilot Life Separate Account B
---------- ---------------------------------------------------------------------------------------
Jefferson Fidelity Fidelity Fidelity
JP Life -Pilot Oppenheimer VIP Equity VIP VIP
Guaranteed Common Bond -Income Growth Overseas Loan
Fund Stock Fund Fund Fund Fund Fund Fund Total
Assets
Investments:
At fair value:
Pooled separate accounts $ - $31,599,535 $3,043,440 $12,752,315 $18,909,452 $4,129,783 $ - $70,434,525
Participant notes receivable - - - - - - 1,008,712 1,008,712
At contract value:
Guaranteed insurance contract 4,324,019 - - - - - - 4,324,019
----------- ----------- --------- ----------- ----------- ---------- ---------- -----------
Total investments 4,324,019 31,599,535 3,043,440 12,752,315 18,909,452 4,129,783 1,008,712 75,767,256
Receivables:
Employer's matching
contribution - 17,682 - - - - - 17,682
Employer's Gainshare
contribution - 1,480,834 - - - - - 1,480,834
Participants' contributions 7,769 143,222 8,205 35,817 42,109 11,324 - 248,446
----------- ----------- --------- ----------- ----------- ---------- ---------- -----------
Total receivables 7,769 1,641,738 8,205 35,817 42,109 11,324 - 1,746,962
----------- ----------- --------- ----------- ----------- ---------- ---------- -----------
Net assets available for
benefits $ 4,331,788 $33,241,273 $3,051,645 $12,788,132 $18,951,561 $4,141,107 $1,008,712 $77,514,218
=========== =========== ========== =========== =========== ========== ========== ===========
See accompanying notes.
Jefferson-Pilot Corporation
Teamshare Plan
Statements of Net Assets Available for Benefits,
with Fund Information (continued)
December 31, 1997
JP Life
Guaranteed Jefferson-Pilot Life Separate Account B
Account
---------- -----------------------------------------------------------------------------------
Jefferson Fidelity Fidelity Fidelity
JP Life -Pilot Oppenheimer VIP Equity VIP VIP
Guaranteed Common Bond -Income Growth Overseas Loan
Fund Stock Fund Fund Fund Fund Fund Fund Total
Assets
Investments:
At fair value:
Pooled separate accounts $ - $19,985,784 $2,957,772 $11,553,498 $13,586,516 $3,529,446 $ - $51,613,016
Participant notes receivable - - - - - - 904,078 904,078
At Contract value:
Guaranteed insurance
contract 4,584,303 - - - - - - 4,584,303
----------- ----------- ---------- ----------- ----------- ---------- ---------- -----------
Total investments 4,584,303 19,985,784 2,957,772 11,553,498 13,586,516 3,529,446 904,078 57,101,397
Receivables:
Employer's matching
contribution - 44,455 - - - - - 44,455
Employer's Gainshare
contribution - 1,288,863 - - - - - 1,288,863
Participants' contributions 9,816 29,052 8,313 40,363 43,298 15,468 - 146,310
Interest receivable 10,101 - - - - - - 10,101
----------- ----------- --------- ----------- ----------- ---------- ---------- -----------
Total receivables 19,917 1,362,370 8,313 40,363 43,298 15,468 - 1,489,729
----------- ----------- ---------- ----------- ----------- ---------- ---------- -----------
Net assets available for
benefits $ 4,604,220 $21,348,154 $2,966,085 $11,593,861 $13,629,814 $3,544,914 $ 904,078 $58,591,126
=========== =========== ========== =========== =========== ========== ========== ===========
See accompanying notes.
Jefferson-Pilot Corporation
Teamshare Plan
Statements of Changes in Net Assets Available for Benefits,
with Fund Information
Year ended December 31, 1998
JP Life
Guaranteed Jefferson-Pilot Life Separate Account B
Account
---------- ---------------------------------------------------------------------------------------
Fidelity Fidelity Fidelity
JP Life Jefferson-Pilot Oppenheimer VIP VIP VIP
Guaranteed Common Stock Bond Equity-Income Growth Overseas Loan
Fund Fund Fund Fund Fund Fund Fund Total
Additions to net assets
attributed to:
Investment income:
Net appreciation in fair
value of investments $ - $10,040,424 $ 213,758 $1,353,746 $5,401,173 $ 469,823 $ - $17,478,924
Interest 343,793 - - - - - - 343,793
--------- ----------- ---------- ---------- ---------- ---------- -------- -----------
Total investment income 343,793 10,040,424 213,758 1,353,746 5,401,173 469,823 - 17,822,717
Contributions:
Participants' 407,631 1,796,599 435,198 1,951,643 2,514,287 717,815 - 7,823,173
Rollovers 44,647 104,350 7,563 141,995 140,417 30,812 56,443 526,227
Employer matching - 566,877 - - - - - 566,877
Gainshare - 1,480,834 - - - - - 1,480,834
---------- ----------- ---------- ---------- ---------- ---------- -------- ------------
Total contributions 452,278 3,948,660 442,761 2,093,638 2,654,704 748,627 56,443 10,397,111
---------- ----------- ---------- ---------- ---------- ---------- -------- ------------
Total additions 796,071 13,989,084 656,519 3,447,384 8,055,877 1,218,450 56,443 28,219,828
Deductions from net assets
attributed to:
Benefits paid to
participants 1,187,035 2,319,013 559,043 2,180,823 2,573,812 474,935 - 9,294,661
Administrative expenses 75 2,000 - - - - - 2,075
---------- ----------- ---------- ---------- ---------- ---------- -------- -----------
Total deductions 1,187,110 2,321,013 559,043 2,180,823 2,573,812 474,935 - 9,296,736
Net increase (decrease) prior
to interfund transfer (391,039) 11,668,071 97,476 1,266,561 5,482,065 743,515 56,443 18,923,092
Interfund transfers (net) 118,607 225,048 (11,916) (72,290) (160,318) (147,322) 48,191 -
---------- ----------- ---------- ---------- ---------- ---------- -------- -----------
Net increase (decrease) (272,432) 11,893,119 85,560 1,194,271 5,321,747 596,193 104,634 18,923,092
Net assets available for
benefits:
Beginning of year 4,604,220 21,348,154 2,966,085 11,593,861 13,629,814 3,544,914 904,078 58,591,126
---------- ----------- ---------- ---------- ----------- ---------- ---------- -----------
End of year $4,331,788 $33,241,273 $3,051,645 $12,788,132 $18,951,561 $4,141,107 $1,008,712 $77,514,218
========== =========== ========== =========== =========== ========== ========== ===========
See accompanying notes.
Jefferson-Pilot Corporation
Teamshare Plan
Statements of Changes in Net Assets Available for Benefits,
with Fund Information
Year ended December 31, 1997
JP Life
Guaranteed Jefferson-Pilot Life Separate Account B
Account
---------- ---------------------------------------------------------------------------------------
Fidelity Fidelity Fidelity
JP Life Jefferson-Pilot Oppenheimer VIP VIP VIP
Guaranteed Common Stock Bond Equity-Income Growth Overseas Loan
Fund Fund Fund Fund Fund Fund Fund Total
Additions to net assets
attributed to:
Investment income:
Net appreciation in fair
value of investments $ - $ 5,006,143 $ 211,888 $ 1,865,566 $ 1,990,115 $ 173,492 $ - $ 9,247,204
Interest 269,463 - - - - - - 269,463
---------- ----------- ---------- ----------- ----------- ---------- -------- -----------
Total investment income 269,463 5,006,143 211,888 1,865,566 1,990,115 173,492 - 9,516,667
Contributions:
Participants' 496,824 1,648,187 428,624 1,741,757 2,304,225 678,262 - 7,297,879
Rollovers from Chubb 713,752 1,139,440 748,502 2,968,021 2,414,734 941,960 586,163 9,512,572
Rollovers 33,918 75,320 14,206 176,809 214,534 49,306 - 564,093
Employer matching - 1,167,966 - - - - - 1,167,966
Gainshare - 1,288,863 - - - - - 1,288,863
---------- ----------- ---------- ----------- ----------- ---------- -------- ------------
Total contributions 1,244,494 5,319,776 1,191,332 4,886,587 4,933,493 1,669,528 586,163 19,831,373
---------- ----------- ---------- ----------- ----------- ---------- -------- ------------
Total additions 1,513,957 10,325,919 1,403,220 6,752,153 6,923,608 1,843,020 586,163 29,348,040
Deductions from net assets
attributed to:
Benefits paid to
participants 2,015,828 613,328 143,857 992,763 839,783 90,288 - 4,695,847
---------- ----------- ---------- ----------- ----------- ---------- -------- -----------
Net increase(decrease)
prior to interfund
transfers (501,871) 9,712,591 1,259,363 5,759,390 6,083,825 1,752,732 586,163 24,652,193
Interfund transfers (net) (139,756) (194,858) (23,051) 260,545 117,260 (34,112) 13,972 -
---------- ----------- ---------- ----------- ----------- ---------- -------- -----------
Net increase (decrease) (641,627) 9,517,733 1,236,312 6,019,935 6,201,085 1,718,620 600,135 24,652,193
Net assets available for
benefits:
Beginning of year 5,245,847 11,830,421 1,729,773 5,573,926 7,428,729 1,826,294 303,943 33,938,933
---------- ----------- ---------- ----------- ----------- ---------- -------- -----------
End of year $4,604,220 $21,348,154 $2,966,085 $11,593,861 $13,629,814 $3,544,914 $904,078 $58,591,126
========== =========== ========== =========== =========== ========== ======== ===========
See accompanying notes.
Jefferson-Pilot Corporation
Teamshare Plan
Notes to Financial Statements
Years ended December 31, 1998 and 1997
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 full
time employees and full time 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 a Plan administrator
and named fiduciary.
Contributions
Eligible participants may contribute up to 15% of before-tax compensation,
as defined in the Plan. The Company contributes 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 before-tax contributions.
"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
before-tax or matching contributions, but may participate in "Gainshare"
contributions when the eligibility requirements and performance standards
are met.
Gainshare contributions for 1998 and 1997 were disbursed 50% in cash and
50% in the Jefferson-Pilot Common Stock Fund. For individual gainshare
amounts $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 of contributions are based upon participant earnings defined in
the Plan document. Investment income, including net appreciation
(depreciation) in value of the Funds, is allocated to subaccounts in the same
ratio that the value of the subaccount 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 forfeited nonvested account was $275,150 and $43,629 for 1998 and
1997, respectively. The benefit 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.
Participant Notes Receivable
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 the sum of the before-tax contributions account 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
transactions are treated as a transfer from (to) the investment fund to
(from) the loan fund. 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.
Interest rates range from 9.00-9.50%. Principal and interest are paid
ratably through weekly, bi-weekly or bi-monthly payroll deductions.
Payment of Benefits
On termination of service, a participant may receive the vested value of
their 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 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.
2. Summary of Accounting Policies and Income Recognition
Investment Valuation and Income Recognition
The fair value of participation units owned by the Plan in the pooled
separate accounts is based on quoted redemption values on the last business
day of the plan year. The Jefferson-Pilot Common Stock Fund is stated at
fair value based on the quoted market price for the Company's common stock,
which is traded on the New York Stock Exchange. The JP Life Guaranteed
Account is stated at contract value, representing contributions made to the
Fund, plus earnings credited, less benefits paid and any expense charges.
The participant notes receivable are valued at their outstanding balances,
which approximates 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 requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
3. Investments
Investments that represent 5% or more of net assets are as follows:
December 31
Description 1998 1997
Investments at fair value:
Jefferson-Pilot Life Separate Account B:
Jefferson-Pilot Common Stock Fund $31,599,535 $19,985,784
Oppenheimer Bond Fund 3,043,440 2,957,772
Fidelity VIP Equity-Income Fund 12,752,315 11,553,498
Fidelity VIP Growth Fund 18,909,452 13,586,516
Fidelity VIP Overseas Fund 4,129,783 3,529,446
Investments at contract value:
JP Life Guaranteed Fund 4,324,019 4,584,303
The average yield of JP Life Guaranteed Fund for 1998 and 1997 approximated
4.65% and 5.24%, respectively, and the crediting interest rates as of
December 31, 1998 and 1997 were 4.35% and 5.00%, respectively. Crediting
interest rates are normally adjusted annually and a minimum crediting rate
of 3.5% applies. The fair value approximates contract value.
4. Differences Between Financial Statements and Form 5500
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year Ended
December 31,
1998
Benefits paid to participants per the financial statements $ 9,294,661
Less: Amounts allocated on Form 5500 to withdrawn participants
at December 31, 1997 (3,836,000)
-----------
Benefits paid to participants per the Form 5500 $ 5,458,661
===========
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
year-end but not yet paid.
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. 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 1998
and 1997, most expenses associated with the Plan were paid for by the Sponsor.
7. Year 2000 Issue (Unaudited)
The Company has developed a plan to modify its internal information
technology to be ready for the year 2000 and has begun converting critical
data processing systems. The project also includes determining whether
third-party service providers have reasonable plans in place to become year
2000 compliant. The Company currently expects the project to be
substantially complete by third quarter 1999. The Company does not
expect this project to have a significant effect on plan operations.
8. Subsequent Event
Effective January 1, 1999, Riggs Bank became the trustee of all Plan assets
except the guaranteed fund. The following investment options were added
effective January 1, 1999: Franklin Small Cap Growth, Federated Max-Cap
Institutional and PIMCO Money Market Funds.
Supplemental Schedules
Jefferson-Pilot Corporation
Teamshare Plan
EIN: 56-08962180
Plan Number: 002
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
Description of
Investment,
Including
Maturity Date,
Rate of Interest,
Identity of Issue, Borrower, Par or Maturity Current
Lessor or Similar Party Value Cost Value
Jefferson-Pilot Separate Account B:
Pooled Separate Accounts:
*Jefferson-Pilot Common Stock Fund 909,863 shares $21,559,111 $31,599,535
Oppenheimer Bond Fund, registered
investment company units 210,625 shares 2,829,682 3,043,440
Fidelity VIP Equity-Income Fund,
registered investment company units 576,852 shares 11,398,569 12,752,315
Fidelity VIP Growth Fund,
registered investment company units 696,640 shares 13,508,279 18,909,452
Fidelity VIP Overseas Fund,
registered investment company units 263,069 shares 3,659,960 4,129,783
----------- -----------
52,955,601 70,434,525
*JP Life Guaranteed Account 4.35% per annum 4,324,019 4,324,019
*Loans to participants 9.00% to 9.50% - 1,008,712
----------- -----------
$57,279,620 $75,767,256
*Represents party-in-interest. =========== ===========
Jefferson-Pilot Corporation
Teamshare Plan
EIN: 56-08962180
Plan Number: 002
Line 27d - Schedule of Reportable Transactions
Year ended December 31, 1998
Value of
(b)Description
of Asset
Including (h)Current
Interest Rate Value of
and Maturity Asset on (i)Net
(a)Identity of in Case of a (c)Purchase (d)Selling (g)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
- ---------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Fund
Purchases $2,984,566 $ - $2,984,566 $2,984,566 $ -
Sales - 2,989,336 3,010,125 2,989,336 (20,789)
Jefferson-Pilot Common Stock Fund
Purchases 4,131,574 - 4,131,574 4,131,574 -
Sales - 2,494,181 2,319,789 2,494,181 174,392
There were no category (i), (ii) or (iv)reportable transactions during 1998.
Columns (e) and (f) have not been presented as this information is not applicable.
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 29, 1999.
JEFFERSON-PILOT CORPORATION
By: /s/ Hoyt J. Phillips
Senior Vice President,
Human Resources
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 April 23, 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, 1998.
/s/ Ernst & Young LLP
Greensboro, North Carolina
June 28, 1999