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SHAREHOLDER GROUP CONDEMNS PROXY FRAUD BY JEFFERSON-PILOT OFFICERS AND DIRECTORS

 SHAREHOLDER GROUP CONDEMNS PROXY FRAUD BY JEFFERSON-PILOT OFFICERS
 AND DIRECTORS
 GREENSBORO, N.C., April 7 /PRNewswire/ -- In its proxy mailing to shareholders yesterday, the Jefferson-Pilot Shareholders Committee ("JPSC") strongly condemned the board and management of Jefferson-Pilot Corp. (NYSE: JP) for proxy fraud, negligence and poor performance.
 The condemnation follows a ruling on March 31 by Federal District Court Chief Judge Richard C. Erwin finding JP's 1990 proxy statement to have been "materially false and misleading" and the JP board and management negligent in the preparation of that proxy statement.
 "Management is acting as if the court ruling is insignificant, a mere nuisance," said Louise Price Parsons, a major shareholder of JP and co-chair of JPSC. "In fact, a federal court chief judge has agreed with us that JP's 1990 proxy statement was illegal. The way we see it, proxy fraud was committed and the entire JP board is implicated."
 Included in the JPSC proxy materials is a card that allows shareholders to vote against a proposal sponsored by the JP board asking shareholders to ratify a 1990 amendment to a JP stock option plan. The federal court ruled that the original shareholder "approval" was obtained by way of a materially false and misleading proxy statement.
 Parsons stated, "By asking shareholders to ratify the amendment, JP is in essence asking us to approve the fraudulent distribution of thousands of shares of JP stock presently worth almost $11 million to the JP board and senior management, including 100,000 shares to JP Chairman and Chief Executive Roger Soles alone that are now worth over $5 million. They must think we're stupid.
 "I don't think JP's performance since 1985 warrants that type of reward to officers and directors." The JPSC proxy materials also ask shareholders to elect the committee's seven nominees to JP's 20-member board and to approve amendments to JP's bylaws guaranteeing independent directors, confidential voting and special shareholder-called meetings.
 "Our proxy gives shareholders an opportunity to change JP's direction at this critical juncture," said Parsons.
 Seven Director Nominees
 The committee first proposed its slate of director nominees to JP in February; they were rejected by the board less than one week later. In addition to Parsons, the candidates include Donald Craib, JPSC co-chair, former chairman and chief executive of the Allstate Insurance Group and vice chairman and director of Sears Roebuck and Company; James Faulstich, president and chief executive of the Federal Home Loan Bank of Seattle, chairman of the investment committee of the Financial Institutions Retirement Fund and a former Oregon State Insurance Commissioner; Harvey Gantt, architect and former mayor of Charlotte, N.C., and the Democratic party's candidate against Jesse Helms in the 1990 U.S. Senate race; Howard Hoffman, M.D., a psychiatrist, and president and medical director of the Foundation for Contemporary Mental Health in Washington, D.C.; Donald H. Parsons, chairman and president of Resources Planning Corp. and former officer and director of numerous companies; and Richard W. Pogue, the managing partner of Jones, Day, Reavis & Pogue, an international law firm with 20 offices worldwide, and a director of numerous public companies.
 The bylaw amendments proposed in JPSC's proxy include a requirement that "independent" directors comprise 75 percent of the JP board after the 1995 annual meeting and 100 percent of the board's audit, compensation and nominating and conflict of interest committees after the 1992 annual meeting; a provision permitting the holders of 15 percent of JP's common stock to call a special meeting of shareholders; and a mandate that all shareholder votes be kept secret to prevent inappropriate coercion.
 JP's Poor Performance
 A letter accompanying the JPSC proxy materials revealed the results of JPSC's analysis of JP's operating and financial performance since 1985, the year in which Soles reached normal retirement age of 65 and the JP board failed to demand his retirement as JP's chairman and chief executive.
 In commenting on JP's performance against a group of companies selected by the Wall Street Journal as JP's insurance industry peers, the committee concluded, "The JP board, Roger Soles and the rest of JP management have consistently failed to generate performance on par with the peer group companies since 1985."
 The committee compared JP's performance in a number of critical areas to the performance of JP's peers, including the combined growth of per-share book value and dividends, premium revenue growth and return on equity. As a result of JP's poor performance and, in the committee's view, misguided policies in these and several other areas, the committee said that JP's stock has barely sold at a premium over its book value since 1985. "The average market price for the stock of the top three of JP's peers was almost double their book value" from 1986-1990, the letter said. "Better run companies fetch better values in the market."
 "JP has delivered poor value for its shareholders," the letter continued. "JP's average annual total return to shareholders (stock price appreciation plus dividend yields) during the five years ended March 31, 1991, was only 6.62 percent. By comparison, 90-day U.S. Treasury bills, a risk-free investment, averaged 6.78 percent over the same period. Once again JP is not even in the same league as the top three peer group companies, whose average annual returns to shareholders have been three times greater than JP's over an identical period."
 The JPSC's ultimate objective is to "utilize JP's enormous capital base in a responsible and efficient manner to generate a total return to JP shareholders substantially more competitive than the return that has been delivered by the current JP board."
 New Management and Objectives
 The committee said that if its nominees are elected they would seek to replace senior management with "an experienced and innovative team of professionals who will work to improve performance and the underlying value of JP's core life insurance franchise." The committee said that Craib would be willing, if asked by the board, to lead JP on an interim basis until a permanent successor to Soles is identified and recruited.
 The JPSC and its financial adviser, the Firemark Group, have developed a list of "six specific objectives to guide the new management team." The plan calls for:
 -- increasing JP's premium revenue growth rate;
 -- realizing certain hidden values on JP's balance sheet;
 -- repurchasing a portion of JP's outstanding stock;
 -- returning to shareholders cash that is not needed to grow the core business by increasing the annual dividend payout ratio to 50 percent of net income;
 -- tying management incentive compensation to increases in shareholder value; and
 -- pursuing opportunities for expansion through appropriate acquisitions and internal growth.
 "We believe that realization of these six objectives will create substantial value for JP shareholders," the committee said in its letter. "By making more efficient use of JP's capital base, the new management team, together with a revitalized board of directors, could enhance JP's value to its shareholders with no diminution in JP's financial strength."
 -0- 4/7/92
 /CONTACT: Peter Rosenthal or David Sternstein of Howard J. Rubenstein Associates, 212-489-6900; or Buck Lawrimore of Lawrimore Communications, 704-525-4775, all for the Jefferson-Pilot Shareholders Committee/
 (JP) CO: Jefferson-Pilot Shareholders Committee; Jefferson-Pilot Corp. ST: North Carolina IN: INS SU:


TQ-GA -- NY043 -- 5902 04/07/92 14:59 EDT
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Date:Apr 7, 1992
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