Filed
by
Lincoln National Corporation
Pursuant
to Rule 425 under the Securities Act of 1933
and
Deemed Filed Pursuant to Rule 14a-6
under
the
Securities Exchange Act of 1934
Subject
Company: Jefferson-Pilot Corporation
(Commission
File No. 333-130226)
The
following is an update of our merger milestones.
|
10/10/05:
|
Lincoln
Financial Group (LFG) and Jefferson Pilot Financial (JP) announce
definitive merger agreement signed as of 10/09/05.
|
|
11/4/05:
|
LFG
files notice with Federal Trade Commission and Department of Justice
pursuant to the Hart-Scott-Rodino Act (H-S-R).
|
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11/11/05:
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LFG
files Form A’s with state departments of insurance in North Carolina,
Nebraska, New Jersey and New York.
|
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12/5/05
|
H-S-R
deadline expires.
|
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12/8/05:
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LFG
files preliminary Form S-4 (containing the preliminary joint proxy
statement/prospectus) with the SEC.
|
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1/5/06:
|
LFG
and JP announce special shareholder meetings for
3/20/06.
|
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1/12/06:
|
LFG
Board authorizes up to $1.6 B of LNC security
repurchases.
|
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1/18/06:
|
Nebraska
Department of Insurance conducts public hearing and approves LFG’s
application to acquire JP subsidiary based there, as part of
merger.
|
|
1/26/06:
|
LFG
files amendment to merger agreement to include (among other items)
an
election deadline of 3/28 (5 p.m. in NYC) -- unless LFG and JP determine
that closing will take place after 4/3/06.
|
|
2/2/06:
|
LFG
participates in New Jersey Department of Insurance public hearing
on the
merger.
|
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2/14/06:
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First
mailing of joint proxy statement/prospectus to LFG & JP shareholders.
|
|
All
FCC approvals received.
|
|
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2/24/06:
|
New
Jersey Department of Insurance issues order of approval for
merger.
|
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2/27/06:
|
LFG
first mails election materials to JP shareholders.
|
|
3/14/06:
|
New
York Insurance Department issues order of approval for the
merger.
|
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 definitive joint proxy statement/prospectus, and other materials.
WE
URGE INVESTORS TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND
THESE
OTHER DOCUMENTS CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors may obtain free copies of these materials, 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 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 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, 2005 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, 2005 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
definitive joint proxy statement/prospectus contained in the above-referenced
Registration Statement on Form S-4.