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)
NEWS
RELEASE
Lincoln
National Corporation Sets Date for Special
Shareholder
Meeting
In
Connection With Jefferson-Pilot Merger
PHILADELPHIA,
PA, January 05, 2006 -
Lincoln
National Corporation (NYSE: LNC), the parent company of the Lincoln Financial
Group of companies, announced today that the Company will hold a special meeting
of shareholders on March 20, 2006 to vote on its proposed issuance of shares
in
connection with its merger with Jefferson-Pilot Corporation (NYSE:
JP), the
parent of the Jefferson Pilot Financial group of companies. The meeting
will be held at 10:00 a.m. (EST) at Delaware Investments, Inc., Second Floor
Auditorium, Two Commerce Square, 2001 Market Street, Philadelphia, PA.
Lincoln shareholders of record at the close of business on February 3, 2006
will
be entitled to vote at the meeting.
The
definitive merger agreement with Jefferson-Pilot Corporation was announced
on
October 10, 2005. Subject to the required approvals of shareholders of both
companies, regulatory approvals and customary closing conditions, the merger
is
expected to close at the end of the first quarter or at the beginning of the
second quarter of 2006. Lincoln expects that materials relating to the special
meeting will be distributed in mid-February.
Lincoln
Financial Group is the marketing name for Lincoln National Corporation and
its
affiliates. With headquarters in Philadelphia, Lincoln Financial Group has
consolidated assets of $122 billion as of September 30, 2005, and had annual
consolidated revenues of $5.4 billion in 2004. Through its wealth accumulation,
retirement income and wealth protection businesses, the company provides
annuities, life insurance, 401(k) and 403(b) plans, savings plans, mutual funds,
managed accounts, institutional investment, and comprehensive financial planning
and advisory services. For more information please visit www.lfg.com
<http://www.lfg.com/>.
***
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
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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.
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Contacts:
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Jim
Sjoreen
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215
448-1420
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Vice
President, Investor Relations
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investorrelations@LFG.com
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Tom
Johnson
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215
448-1454
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Second
Vice President, Media Relations
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mediarelations@LFG.com
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