Filed by Jefferson-Pilot Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and Deemed Filed under Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Jefferson-Pilot Corporation
Commission File No. 1-05955
|For Immediate Release
||John Still (Investment Community) 336/691-3382
||Paul Mason (News Media) 336/691-3313
JEFFERSON PILOT SETS DATE FOR SPECIAL SHAREHOLDER MEETING IN
CONNECTION WITH LINCOLN NATIONAL MERGER
Greensboro, NC January 5, 2006 Jefferson-Pilot Corporation (NYSE: JP), parent of the
Jefferson Pilot Financial companies and one of the nations leading life insurance, annuity,
employee benefits, and broadcast companies, announced today that the Company will hold a special
meeting of shareholders on March 20, 2006 to vote on its proposed merger with Lincoln National
Corporation (NYSE: LNC). The meeting will be held at 10:00 a.m. EST at Jefferson Pilots home
office at 100 North Greene Street, Greensboro, North Carolina. Jefferson Pilot shareholders of
record at the close of business on February 3, 2006 will be entitled to vote at the meeting.
Materials relating to the special meeting are expected to be distributed to Jefferson Pilot
shareholders in mid-February.
The definitive merger agreement with Lincoln National 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.
The deadline for Jefferson Pilot shareholders to elect to receive cash or stock consideration in
the merger will be announced as soon as the election deadline is established.
Jefferson-Pilot Corporation (Jefferson Pilot), a holding company, is one of the nations
largest shareholder-owned life insurance companies. Jefferson Pilots life insurance and annuity
companies, principally Jefferson-Pilot Life Insurance Company, Jefferson Pilot Financial Insurance
Company, and Jefferson Pilot LifeAmerica Insurance Company, together known as Jefferson Pilot
Financial, offer full lines of individual and group life insurance products as well as annuity and
investment products. Jefferson-Pilot Communications Company owns and operates three network
television stations and 18 radio stations, and produces and syndicates sports programming.
Additional information on Jefferson Pilot can be found at www.jpfinancial.com.
In connection with the proposed transaction, a registration statement on Form S-4
(Registration No. 333-130226), including a joint proxy statement/prospectus, and other materials
have been filed with the SEC. 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 Commissions website (www.sec.gov). In addition,
free copies of the definitive joint proxy statement/prospectus will be (when available), and
Jefferson Pilots other SEC filings are, also available on Jefferson Pilots website
(www.jpfinancial.com). Free copies of the definitive joint proxy statement/prospectus will be
(when available), and Lincolns other SEC filings are, also available on Lincolns website
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 Lincolns 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 Pilots 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.