Filed
by Lincoln National Corporation
Pursuant
to Rule 425 under the Securities Act of 1933
and
Deemed Filed Pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: Jefferson-Pilot Corporation
(Commission
File No. 333-130226)
Jon
A. Boscia, Chairman & CEO of Lincoln National Corporation, gave the
following presentation at the 2006 Citigroup Financial Services
Conference held on February 1, 2006. The following are excerpts of
the slides accompanying the presentation. A live or on demand replay of
the presentation is available at www.lfg.com/webcast along with the entire
slide
presentation.
Except
for
historical information contained in this document, statements made in
this
document are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). A forward-looking
statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict,
forecast, indicate or imply future results, performance or achievements, and may contain words like: “believe,”
“anticipate,” “expect,” “estimate,” “project,” “will,” “shall” and other words or phrases with similar meaning. We
claim the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.
Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from the
results contained in the forward-looking statements. Risks and uncertainties that may cause actual results to vary
materially, some of which are described within the forward-looking statements include, among others: (1) the Lincoln
shareholders may not approve the issuance of shares in connection with the merger and/or the Jefferson-Pilot
shareholders may not approve and adopt the merger agreement and the transactions contemplated by the merger
agreement at the special shareholder meetings; (2) we may be unable to obtain regulatory approvals required for the
merger, or required regulatory approvals may delay the merger or result in the imposition of conditions that could
have a material adverse effect on the combined company or cause us to abandon the merger; (3) we may be unable
to complete the merger or completing the merger may be more costly than expected because, among other reasons,
conditions to the closing of the merger may not be satisfied; (4) problems may arise with the ability to successfully
integrate Lincoln’s and Jefferson-Pilot’s businesses, which may result in the combined company not operating as
effectively and efficiently as expected; (5) the combined company may not be able to achieve the expected synergies
from the merger or it may take longer than expected to achieve those synergies; (6) the merger may involve
unexpected costs or unexpected liabilities, or the effects of purchase accounting may be different from our
expectations; (7) the credit and insurer financial strength ratings of the combined company and its subsidiaries may
be different from what the companies expect; and (8) the combined company may be adversely affected by future
legislative, regulatory, or tax changes as well as other economic, business and/or competitive factors.
statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). A forward-looking
statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict,
forecast, indicate or imply future results, performance or achievements, and may contain words like: “believe,”
“anticipate,” “expect,” “estimate,” “project,” “will,” “shall” and other words or phrases with similar meaning. We
claim the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.
Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from the
results contained in the forward-looking statements. Risks and uncertainties that may cause actual results to vary
materially, some of which are described within the forward-looking statements include, among others: (1) the Lincoln
shareholders may not approve the issuance of shares in connection with the merger and/or the Jefferson-Pilot
shareholders may not approve and adopt the merger agreement and the transactions contemplated by the merger
agreement at the special shareholder meetings; (2) we may be unable to obtain regulatory approvals required for the
merger, or required regulatory approvals may delay the merger or result in the imposition of conditions that could
have a material adverse effect on the combined company or cause us to abandon the merger; (3) we may be unable
to complete the merger or completing the merger may be more costly than expected because, among other reasons,
conditions to the closing of the merger may not be satisfied; (4) problems may arise with the ability to successfully
integrate Lincoln’s and Jefferson-Pilot’s businesses, which may result in the combined company not operating as
effectively and efficiently as expected; (5) the combined company may not be able to achieve the expected synergies
from the merger or it may take longer than expected to achieve those synergies; (6) the merger may involve
unexpected costs or unexpected liabilities, or the effects of purchase accounting may be different from our
expectations; (7) the credit and insurer financial strength ratings of the combined company and its subsidiaries may
be different from what the companies expect; and (8) the combined company may be adversely affected by future
legislative, regulatory, or tax changes as well as other economic, business and/or competitive factors.
The
risks
included here are not exhaustive. The Registration Statement on Form S-4
(Registration No. 333-130226)
filed by Lincoln with the SEC on December 8, 2005, as well as annual reports on Form 10-K, current reports on Form
8-K and other documents filed by Lincoln and Jefferson-Pilot with the Securities and Exchange Commission include
additional factors that could impact our businesses and financial performance. Given these risks and uncertainties,
you should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we
disclaim any obligation to update any forward-looking statements to reflect events or circumstances that occur after
the date of this document, except as may be required by law.
filed by Lincoln with the SEC on December 8, 2005, as well as annual reports on Form 10-K, current reports on Form
8-K and other documents filed by Lincoln and Jefferson-Pilot with the Securities and Exchange Commission include
additional factors that could impact our businesses and financial performance. Given these risks and uncertainties,
you should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we
disclaim any obligation to update any forward-looking statements to reflect events or circumstances that occur after
the date of this document, except as may be required by law.
Forward
Looking Statements
Disclaimer
Disclaimer
In
connection
with the proposed transaction, Lincoln National Corporation has filed
with the
SEC a Registration
Statement on Form S-4 (Registration No. 333-130226), including a joint proxy statement/prospectus, and other materials.
WE URGE INVESTORS TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND THESE OTHER
DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE AND BEFORE MAKING ANY VOTING OR INVESTMENT
DECISIONS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
will be able to obtain free copies of these materials (when available), as well as other filings containing information
about Lincoln and Jefferson-Pilot, without charge, at the Securities and Exchange Commission’s website
(www.sec.gov). In addition, free copies of the definitive joint proxy statement/prospectus will be (when available), and
Lincoln’s other SEC filings are, also available on Lincoln’s website (www.lfg.com). Free copies of the registration
statement and joint proxy statement/prospectus will be (when available), and Jefferson-Pilot‘s other SEC filings are,
also available on Jefferson-Pilot’s website (www.jpfinancial.com).
Statement on Form S-4 (Registration No. 333-130226), including a joint proxy statement/prospectus, and other materials.
WE URGE INVESTORS TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND THESE OTHER
DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE AND BEFORE MAKING ANY VOTING OR INVESTMENT
DECISIONS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
will be able to obtain free copies of these materials (when available), as well as other filings containing information
about Lincoln and Jefferson-Pilot, without charge, at the Securities and Exchange Commission’s website
(www.sec.gov). In addition, free copies of the definitive joint proxy statement/prospectus will be (when available), and
Lincoln’s other SEC filings are, also available on Lincoln’s website (www.lfg.com). Free copies of the registration
statement and joint proxy statement/prospectus will be (when available), and Jefferson-Pilot‘s other SEC filings are,
also available on Jefferson-Pilot’s website (www.jpfinancial.com).
Lincoln,
Jefferson-Pilot, their respective directors and officers and other persons
may
be deemed, under SEC rules, to
be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Lincoln’s
directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2004
and in its proxy statement filed with the SEC on April 8, 2005, and information regarding Jefferson-Pilot’s directors and
executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2004 and in its proxy
statement filed with the SEC on March 24, 2005. More detailed information regarding the identity of potential participants
in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is
available in the preliminary joint proxy statement/prospectus contained in the above-referenced Registration Statement
on Form S-4.
be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Lincoln’s
directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2004
and in its proxy statement filed with the SEC on April 8, 2005, and information regarding Jefferson-Pilot’s directors and
executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2004 and in its proxy
statement filed with the SEC on March 24, 2005. More detailed information regarding the identity of potential participants
in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is
available in the preliminary joint proxy statement/prospectus contained in the above-referenced Registration Statement
on Form S-4.
Other
Information
Layered
branding
Smart
Security
i4LIFE
i4LIFE
Employer
Mkts.
MoneyGuard
Strategic
Partners
Income
Summits
Education
Straight-
through
processing
processing
Turn-key
service
Retention
initiatives
initiatives
Brand
Product
Post
Sale
Service
Service
Point
of
Sale
Service
Sale
Service
The
Lincoln
Experience:
Enterprise Focus on Delivering Value
Enterprise Focus on Delivering Value
Age
of
Consumer
Life
Insurance
Investments
Annuities
•
We
will
become the partner of choice for
creating, protecting and enjoying wealth
creating, protecting and enjoying wealth
Create
Protect
Enjoy
Product
Portfolio
+26%
+68%
+4%
+1%
+7%*
+1%**
Variable
Annuities
Mutual
Funds
Retail
Life
Insurance
LFD
Sales
Industry
Sales
Bank
IP
W/R
MGA
YTD
Sept. ’05 vs. YTD Sept. ’04 Sales Growth
3Q05
YTD VARDS Reports (Total Sales)
* September
2005 ICI Reports (New Sales Into Long-Term Funds)
** 3Q05
YTD LFD First Year Premium excluding Term; 3Q05 YTD LIMRA Individual Life
Insurance Sales Reports (Annualized Periodic Premiums + 10% Single)
excluding Term
excluding Term
Distribution Breadth and Depth
Increasing Market Share
1
Pensions and Investments, November 2005
Lincoln’s
Employer Markets
Product
breadth
401(k),
403(b), 457, COLI
Distribution
capabilities
Ranked
16th
among DC recordkeepers
by AUM1
by AUM1
$48.5
billion
Merger
increases opportunity and scale
LFG/JP
Merger
Driving Shareholder Value
Driving Shareholder Value
Powerful
Distribution
Distribution
Equity-based
Earnings
Earnings
“Employer
Markets”
Markets”
Powerful
Brand/
Shared Values
Shared Values
Market
Expansion:
Operational
Efficiency
AAA
Ratings/
Core Principles
Core Principles
Benefit
Partners
Partners
Stable
Fixed
Life & Annuities
Life & Annuities
Non-insurance
Cash
Flow:
Retirement
Income
Income
Mass
Affluent
Delaware
Investments
Investments
TV/Radio
Maximize
strengths and
strategies of both
companies
strategies of both
companies
Enhance
product scale
and expand distribution
and expand distribution
Increase
balance sheet
and capital flexibility
and capital flexibility
Maintain
an
attractive risk
profile and financial
ratings
profile and financial
ratings
Diversify
earnings drivers
Investment
Management
Management
4%
Lincoln
UK –
6%
Retirement
55%
Life
35%
Lincoln
UK –
4%
Investment
Management
Management
2%
Retirement
38%
Life
45%
Benefit
Partners
Partners
7%
Communications
4%
Lincoln New
Lincoln
50%
31%
%
Equity-Sensitive
Earnings2
Earnings2
$778mm
$1,315mm
1 Income
from operations calculated for the last 12 months ended 6/30/2005 for
each
segment excluding other operations, realized investment gains and
restructuring
charges.
charges.
2
Calculated based on 1H 2005 earnings.
Based
on
Income from Operations1
Income from Operations1
LFG/JP
Merger
Diversification of Earnings
Diversification of Earnings
$0
$5
$10
$15
$20
$25
$30
$35
$40
MetLife
Prudential
Hartford
Genworth
Principal
$8.8
Lincoln
Ameriprise
$6.8
JP
Nationwide
$15.6
Combined
($16.7)
Note:
Market data as of 10/7/05 from Bloomberg Financial Markets.
(Market
capitalization in parentheses as of 1/23/06)
LFG/JP
Merger
Increased Scale
Increased Scale
Market
Cap
•
Ability
to
achieve cost
saves
saves
•
Ability
to
achieve
better overall
performance
better overall
performance
•
Ability
to
mitigate risks:
•
Interest-rate
exposure
exposure
•
Exposure
to
guarantees
guarantees
•
Integration
risks
Concerns:
•
Comprehensive
due
diligence
diligence
•
Experienced
integrators
•
Complementary
organizations
organizations
•
Disciplined
risk
management
management
•
General
account scale
Responses:
LFG/JP
Merger
Initial Investor Reactions
Initial Investor Reactions
7.1%
6.8%
6.4%
Peers
include: MET, PRU, HIG, GNW, PFG, NFS, TMK, PL, AMH.
LNC
Stock
Performance vs. Peers
October 2005 – January 2006
October 2005 – January 2006
1/12/06
LNC
Board
of
Directors authorized
up to $1.6 B of LNC
security repurchases
Directors authorized
up to $1.6 B of LNC
security repurchases
11/4/05
Hart-Scott-
Rodino
Filed
3/20/06
Special
Shareholder
Meeting - JP to
vote on proposed
merger; LNC to
vote on proposed
issuance of
shares
Shareholder
Meeting - JP to
vote on proposed
merger; LNC to
vote on proposed
issuance of
shares
11/11/05
State Department
of Insurance
Form A’s Filed
State Department
of Insurance
Form A’s Filed
12/8/05
Preliminary
S-4 Filed
Preliminary
S-4 Filed
LFG/JP
Merger
Key Milestones
Key Milestones
Strategic
Intent
Financial
& Risk Management
PRODUCT
“A”
Player
Workforce
DISTRIBUTION
BRAND
Lincoln
Financial Group
We
will
become the partner of choice for
creating, protecting and enjoying wealth.
creating, protecting and enjoying wealth.
Operational
Excellence
Appendix
Providing
Downside Protection
Lincoln’s
i4LIFE®
Advantage
An
improved
form of annuitization
Death
Benefit
Flexibility
and longevity protection
Access
to
account value
account value
Guarantees
and downside
protection
and downside
protection
Control,
Growth Potential,
Tax Efficiency, Guarantees
Tax Efficiency, Guarantees
i4LIFE®
Advantage
Elections
Providing
Unique Income Solutions