As filed with the Securities and Exchange Commission on August 25, 2005
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
JEFFERSON-PILOT CORPORATION
(Exact name of issuer as specified in its charter)
North Carolina
56-0896180
(State of Incorporation) (I.R.S. Employer
Identification No.)
100 North Greene Street, Greensboro, North Carolina 27401
(Address of principal executive office)
JEFFERSON-PILOT CORPORATION
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full Title of Plan)
Robert A. Reed, Vice President, Secretary, and Corporate Counsel
100 North Greene Street, Greensboro, North Carolina 27401
(Name and address of agent for service)
Telephone number of agent for service (336) 691-3375
Facsimile number (336) 691-3258
e-mail: bob.reed@jpfinancial.com
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities to registered maximum maximum registration
be registered offering price aggregate fee
per share offering price
Jefferson-Pilot
Corporation
common stock,
$1.25 par value 425,000 shares (1) $49.65 $21,101,250 (2) $2,483.62
(1) Securities registered also include rights which are attached to the shares
of common stock, pursuant to the agreement referenced in Exhibit 4.3
hereto.
(2) Pursuant to Rule 457(c) and (h), based on the average of the high and low
sales prices per share of the Registrant's common stock reported in the
consolidated reporting system for August 18, 2005.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents heretofore filed by Jefferson-Pilot
Corporation (the "Registrant") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") are incorporated by
reference in the Registration Statement:
(a) The Registrant's latest annual report filed on Form 10-
K;
(b) All other reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the annual report referred to in (a)
above; and
(c) The description of the Registrant's common stock
contained in the Registrant's Registration Statement filed under
Section 12 of the Exchange Act, including any amendment or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment to this Registration
Statement which indicates that all of the shares of common stock
offered have been sold or which deregisters all of such shares
then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities offered hereby has been
passed upon by Robert A. Reed, Esq., Vice President, Secretary
and Corporate Counsel of the Registrant, who owns shares in and
holds stock options of the Registrant and who participates in
employee benefit plans of Registrant.
Item 6. Indemnification of Directors and Officers.
The information contained in Item 20 of the Registrant's
Form S-4 Registration Statement No. 333-56369 filed on November
24, 1999 is incorporated by reference.
The Corporation has purchased a Director's and Officer's
Liability policy with National Union Fire Insurance Company, a
member company of American International Group. Only Side A
coverage was purchased. This covers the personal liability of
directors and officers of the Corporation and its subsidiaries,
but not any liability of our corporate entities. The policy
period is September 28, 2004 to September 28, 2005. The limit of
liability is $15 million. There is no deductible; this is first
dollar coverage.
The policy will pay any loss of any director or officer
arising from a claim (including a securities claim) first made
against the director or officer during the policy period for any
actual or alleged wrongful act in the capacity of director and
officer. But the director or officer would not collect under the
policy if the Corporation has covered the loss through indemnity
as described in Item 20 referenced above.
Wrongful act includes any actual or alleged employment
practice violation or other actual or alleged breach of duty,
neglect, error, misstatement, misleading statement, omission or
act by the director or officer in his or her capacity or status.
Important exclusions include deliberate criminal or deliberate
fraudulent acts or the gaining of any profit or advantage to
which the director or officer would not be legally entitled.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits are listed in the Exhibit Index.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually, or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement (or the most recent post-effective
amendment thereof); and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
provided,however,that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions described in Item 6, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit, or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether such indemnification by itself is against public policy
as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Greensboro, the State of North Carolina, on this 25th day of
August 2005.
Jefferson-Pilot
Corporation
(Registrant)
/s/ Theresa M. Stone
Theresa M. Stone
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Dennis R. Glass President and Chief August 25, 2005
Dennis R. Glass Executive Officer
(Principal Executive Officer)
and Director
/s/ Theresa M. Stone Executive Vice President & August 25, 2005
Theresa M. Stone Chief Financial Officer
(Principal Financial Officer)
/s/ Reggie D. Adamson Senior Vice President and August 25, 2005
Reggie D. Adamson Treasurer
(Principal Accounting Officer)
William H. Cunningham, Robert G. Greer, George W. Henderson, III,
Gary C. Kelly, Elizabeth V. Long, William Porter Payne, Patrick
S. Pittard, Donald S. Russell, Jr., David A. Stonecipher, and
Isaiah Tidwell, each as a Director.*
*By his signature set forth below, Robert A. Reed has signed this
Registration Statement as attorney for the persons noted above,
in the capacities above stated, pursuant to powers of attorney -
a form thereof is filed with the Commission as Exhibit 24 to this
Registration Statement.
Date: August 25, 2005
/s/ Robert A. Reed
Robert A. Reed, Attorney in Fact
EXHIBIT INDEX
Exhibit
Number Description
4.1 Articles of Incorporation and amendments that have been approved
by shareholders are incorporated by reference to Form 10-Q
(Commission file no. 1-5955) for the first quarter 1996
4.2 By-laws as amended November 3, 2003 are incorporated by reference to
Form 10-K for 2003
4.3 Amended and Restated Rights Agreement dated November 7, 1994 between
Jefferson-Pilot Corporation and Wachovia Bank, N.A. (formerly First
Union National Bank), as Rights Agent, was included in Form 8-K for
November 7, 1994, and Amendment to Rights Agreement dated February
8, 1999 was included in Form 8-K for February 8, 1999; both
(Commission file no. 1-5955) are incorporated by reference
5 Opinion of Robert A. Reed, Esq., Vice President, Secretary
and Corporate Counsel of the Registrant
23A Consent of Ernst & Young LLP
23B Consent of Counsel (included in Exhibit 5)
24 Form of Power of Attorney for certain officers and directors of the
Registrant
EXHIBIT 5
August 25, 2005
Jefferson-Pilot Corporation
100 North Greene Street
Greensboro, NC 27401
Ladies and Gentlemen:
You have requested my opinion as to the legality of any original
issue shares of common stock, par value $1.25 per share, of
Jefferson-Pilot Corporation (the "Corporation") which may be
distributed pursuant to the Corporation's Non-Employee Directors'
Stock Option Plan (the "Plan"), which shares of common stock you
are seeking to register with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as
amended.
As Vice President, Secretary and Corporate Counsel of the
Corporation, I am generally familiar with its legal affairs. In
addition, I have examined such documents as I have deemed
appropriate for the purpose of this opinion.
In my opinion, if authorized but previously unissued shares of
common stock of the Corporation
shall be issued and sold or delivered to participants in the Plan
pursuant to the provisions thereof, the said shares will be
legally issued, fully paid and non-assessable.
I hereby consent to be named, in the registration statement, and
amendments thereto, by which the securities to be issued pursuant
to the Plan are registered with the Securities and Exchange
Commission, and in any prospectus which is part thereof, as
counsel for the Corporation who has passed upon the legality of
the securities registered thereby. I further consent to the
filing of this opinion as an exhibit to the registration
statement. I do not concede by these consents that I come within
the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or by the rules and
regulations of the Securities and Exchange Commission under that
Act.
Very truly yours,
/s/ Robert A. Reed
Robert A. Reed
Vice President, Secretary and Corporate Counsel
EXHIBIT 23A
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration
Statement (Form S-8 being filed August 25, 2005) pertaining to
the Jefferson-Pilot Corporation Non-Employee Directors' Stock
Option Plan of our reports dated March 11, 2005, with respect to
the consolidated financial statements and schedules of Jefferson-
Pilot Corporation, Jefferson-Pilot Corporation management's
assessment of the effectiveness of internal control over
financial reporting, and the effectiveness of internal control
over financial reporting of Jefferson-Pilot Corporation, included
in its Annual Report (Form 10-K) for the year ended December 31,
2004, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Greensboro, North Carolina
August 23, 2005
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a North Carolina
corporation, does hereby constitute and appoint Robert A. Reed,
Richard T. Stange, and Andrea H. Fox, and each of them (with full
power of substitution to appoint any Senior Officer, Vice
President, Secretary or Assistant Secretary of the Company) as
his true and lawful attorney and agent, to do any and all acts
and things and to execute any and all instruments which said
attorney and agent may deem necessary or advisable:
(i) to enable the said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under
the said Securities Act of securities of said corporation
offered or sold pursuant to the Non-Employee Directors'
Stock Option Plan to its directors ("JP Securities"),
including specifically, but without limiting the generality
of the foregoing, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as
officer and/or director of the said corporation to a
registration statement or to any amendment thereto filed
with the Securities and Exchange Commission in respect to
said JP Securities and to any instrument or document filed
as part of, as an exhibit to or in connection with, said
registration statement or amendment; and
(ii) to register or qualify said JP Securities for sale under the
securities or Blue Sky Laws of all such States as may be
necessary or appropriate to permit therein the offering and
sale of said JP Securities as contemplated by said
registration statement, including specifically, but without
limiting the generality of the foregoing, the power and
authority to sign for and on behalf of the undersigned the
name of the undersigned as an officer and/or director of
said corporation to any application, statement, petition,
prospectus, notice or other instrument or document, or to
any amendment thereto, or to any exhibit filed as a part
thereto or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public
authority or authorities administering said securities or
Blue Sky Laws for the purpose of so registering or
qualifying said JP Securities;
and the undersigned does hereby ratify and confirm as his own act
and deed all that said attorney and agent (or the substitute)
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents.
_____________________________(SEAL)
Name:
Date: May 23, 2005 for Gary C. Kelly
May 2, 2005 for Isaiah Tidwell
February 9, 2004 for William H. Cunningham
February 9, 2004 for Robert G. Greer
February 9, 2004 for George W. Henderson
February 9, 2004 for Elizabeth V. Long
February 9, 2004 for William P. Payne
February 9, 2004 for Patrick S. Pittard
February 9, 2004 for Donald S. Russell, Jr.
February 9, 2004 for David A. Stonecipher