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 Report: October 9, 2005
(Date of Earliest Event Reported)
Jefferson-Pilot Corporation
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| North Carolina
|
|
1-5955
|
|
56-0896180 |
(State or other jurisdiction of
incorporation)
|
|
(Commission
File Number
|
|
(I.R.S. Employer
Identification No.) |
| |
|
|
| 100 North Greene Street, Greensboro, North Carolina
|
|
27401 |
| (Address of principal executive offices)
|
|
(Zip Code) |
(336) 691-3000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
|
|
|
| ý |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 204.14d-2(b)) |
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
This Form 8-K is also being posted on JP’s corporate website www.jpfinancial.com.
Item 1.01 Entry into a Material Definitive Agreement.
On October 9, 2005, Jefferson-Pilot Corporation, a North Carolina corporation (“JP”), entered
into a merger agreement (the “Merger Agreement”) with Lincoln National Corporation, an Indiana
corporation (“LNC”), and Quartz Corporation, a North Carolina corporation and a direct wholly owned
subsidiary of LNC (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject
to the conditions set forth in the Merger Agreement, JP will merge with and into Merger Sub, with
Merger Sub continuing as the surviving corporation and a direct wholly owned subsidiary of LNC (the
“Merger”).
At the effective time and as a result of the Merger, in exchange for their shares of issued
and outstanding JP common stock, JP shareholders may choose to receive (i) 1.0906 shares of LNC
common stock for each of their shares, (ii) $55.96 in cash for each of their shares or (iii) a
combination of LNC common stock for some shares and cash for other shares. Notwithstanding any
election, the aggregate amount of the cash payment to JP shareholders will equal $1.8 billion.
Accordingly, the elections of JP shareholders will be subject to pro rata adjustment in the event
that the cash election is either undersubscribed or oversubscribed. The closing prices of JP and
LNC shares on the New York Stock Exchange on October 7, 2005 were $50.79 and $50.73, respectively.
All outstanding JP stock options (whether vested or unvested) will be assumed by LNC. Each
such option previously exercisable for JP common shares will then become exercisable for an
adjusted number of LNC common shares at an adjusted exercise price.
The Merger Agreement provides that, following the effective time of the Merger, LNC will have
a 15-member board of directors, which will include eight directors named by LNC and seven directors
named by JP. Jon A. Boscia, Chairman and Chief Executive Officer of LNC, will continue as Chairman
and CEO. Dennis R. Glass, President and Chief Executive Officer of JP, will be the President and
Chief Operating Officer and a director of LNC after the Merger. The
lead director will be a former JP director.
JP and LNC have made customary representations, warranties and covenants in the Merger
Agreement. The completion of the Merger is subject to approval by the shareholders of each of JP
and LNC, obtaining regulatory approvals, including antitrust approval, and satisfaction or waiver
of other customary conditions.
The Merger Agreement contains certain termination rights for both JP and LNC and further
provides that, upon termination of the Merger Agreement under specified circumstances, one party
may be required to pay the other party a termination fee of up to $300 million.
The foregoing description of the Merger and the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the complete text of the Merger
Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference. The
Merger Agreement has been included to provide investors and shareholders with information regarding
its terms. It is not intended to provide any other factual information about JP. The Merger
Agreement contains representations and warranties that the parties to the Merger Agreement made to
and solely for the benefit of each other. The assertions embodied in such representations and
warranties are qualified by information contained in confidential disclosure letters that the
parties exchanged in connection with signing the Merger Agreement. Accordingly, investors and
shareholders should not rely on such representations and warranties as characterizations of the
actual state of facts or circumstances, since they were only made as of the date of the Merger
Agreement and are modified in important part by the underlying disclosure letters. Moreover,
information concerning the subject matter of such representations and warranties may change after
the date of the Merger Agreement, which subsequent information may or may not be fully reflected in
JP’s public disclosures.
Item 8.01. Other Events.
On October 10, 2005, JP and LNC issued a joint press release announcing the execution of the
Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
2