SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to _______________
Commission file number 33-61000
THE INTEGON EMPLOYEES' RETIREMENT SAVINGS PLAN
----------------------------------------------
(Full title of the plan)
INTEGON CORPORATION
----------------------------------------------
(Name of the issuer of the securities held pursuant to the plan)
500 West Fifth Street
Winston-Salem, North Carolina 27152
----------------------------------------------
(Address of principal executive office)
This filing contains 14 pages.
<PAGE>
THE INTEGON EMPLOYEES' RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
PAGE
INDEPENDENT AUDITORS' REPORT 2
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits
December 31, 1995 and 1994 3
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1995 and 1994 4-5
Notes to Financial Statements 6-10
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1995
AND FOR THE YEAR THEN ENDED:
Item 27a - Schedule of Assets Held for Investment
Purposes - December 31, 1995 11
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1995 12
Supplemental schedules other than those listed above are omitted because of the
absence of the conditions under which they are required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 or because the required information is
included in the financial statements or in the notes thereto.
Page 2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Plan Administrator and Participants of
The Integon Employees' Retirement Savings Plan
Winston-Salem, North Carolina
We have audited the accompanying statements of net assets available for benefits
of The Integon Employees' Retirement Savings Plan (the "Plan") as of December
31, 1995 and 1994, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1995 and 1994, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental information by fund in the statements of changes in net
assets available for benefits is presented for the purpose of additional
analysis rather than to present changes in net assets available for benefits of
the individual funds. The supplemental schedules and supplemental information by
fund are the responsibility of the Plan's management. Such supplemental
schedules and supplemental information by fund have been subjected to the
auditing procedures applied in our audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
- --------------------------
Deloitte & Touche LLP
May 31, 1996
Page 3
<PAGE>
<TABLE>
<CAPTION>
THE INTEGON EMPLOYEES' RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
- ---------------------------------------------------------------------------
<S> <C> <C>
ASSETS: 1995 1994
----------- -----------
Investments - At fair value:
First Union National Bank of North Carolina:
Enhanced Stock Fund II $ 8,642,289 $ 4,913,642
Stable Investment Fund II 5,582,805 4,598,164
Evergreen Money Market Fund 1,838,246 1,428,012
Integon Stock Fund 705,724 212,755
Loan Fund 439,292 257,250
----------- -----------
Total Investments 17,208,356 11,409,823
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $17,208,356 $11,409,823
=========== ===========
</TABLE>
See notes to financial statements.
Page 4
<PAGE>
THE INTEGON EMPLOYEES' RETIREMENT SAVINGS PLAN
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH SUPPLEMENTAL
FUND INFORMATION, FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1995
- ------------------------------------------------------------------------------------------------------------------------------------
Enhanced Stable Evergreen Integon
Stock Investment Money Market Stock Loan
Fund II Fund II Fund Fund Fund
(Supplemental) (Supplemental) (Supplemental) (Supplemental) (Supplemental) Total
-------------- -------------- -------------- -------------- -------------- -----------
ADDITIONS:
Contributions:
Participant $ 1,151,486 $ 768,428 $ 276,649 $173,903 $ 2,370,466
------------ ----------- ----------- -------- -----------
Sponsor:
Matching 488,049 344,249 129,541 76,398 1,038,237
Profit-sharing 461,684 413,407 197,455 73,834 1,146,380
------------ ----------- ----------- -------- -----------
Total sponsor 949,733 757,656 326,996 150,232 2,184,617
------------ ----------- ----------- -------- -----------
Rollover 101,803 119,242 22,691 6,245 249,981
------------ ----------- ----------- -------- -----------
Total contributions 2,203,022 1,645,326 626,336 330,380 4,805,064
------------ ----------- ----------- -------- -----------
Net investment income:
Loan interest 14,481 10,880 3,201 470 $ (58) 28,974
Net appreciation
in fair value of investments 2,077,532 335,246 112,732 205,049 2,730,559
------------ ----------- ----------- -------- --------- -----------
Total net investment income (loss) 2,092,013 346,126 115,933 205,519 (58) 2,759,533
------------ ----------- ----------- -------- --------- -----------
TOTAL ADDITIONS 4,295,035 1,991,452 742,269 535,899 (58) 7,564,597
------------ ----------- ----------- -------- --------- -----------
DEDUCTIONS:
Withdrawals 496,482 642,952 316,298 101,188 44,660 1,601,580
Loans to participants 216,773 146,997 39,856 5,724 (409,350)
Loan principal repayments (82,089) (69,378) (18,937) (12,186) 182,590
Net forfeitures disbursed 12,112 72,657 8,908 1,932 95,609
Asset management fees 3,527 33,938 25,492 2,216 65,173
Administrative expenses 1,452 1,463 669 118 3,702
------------ ----------- ----------- -------- --------- -----------
TOTAL DEDUCTIONS 648,257 828,629 372,286 98,992 (182,100) 1,766,064
------------ ----------- ----------- -------- --------- -----------
INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS
BEFORE TRANSFER 3,646,778 1,162,823 369,983 436,907 182,042 5,798,533
NET TRANSFER (TO) FROM
OTHER FUNDS 81,869 (178,182) 40,251 56,062
------------ ----------- ----------- -------- --------- -----------
INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS 3,728,647 984,641 410,234 492,969 182,042 5,798,533
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF
YEAR 4,913,642 4,598,164 1,428,012 212,755 257,250 11,409,823
------------ ----------- ----------- -------- --------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $ 8,642,289 $ 5,582,805 $ 1,838,246 $705,724 $ 439,292 $17,208,356
============ =========== =========== ======== ========= ===========
</TABLE>
See notes to financial statements.
Page 5
<PAGE>
THE INTEGON EMPLOYEES' RETIREMENT SAVINGS PLAN
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH SUPPLEMENTAL FUND INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994 (CONTINUED)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1994
- ------------------------------------------------------------------------------------------------------------------------------------
Enhanced Stable First Union Integon
Stock Investment Money Market Stock Loan
Fund II Fund II Fund II Fund Fund
(Supplemental) (Supplemental) (Supplemental) (Supplemental) (Supplemental) Total
-------------- -------------- -------------- -------------- -------------- -----------
ADDITIONS:
Contributions:
Participant $ 1,058,578 $ 767,815 $ 229,911 $103,172 $ 2,159,476
------------ ----------- ----------- -------- -----------
Sponsor:
Matching 448,681 337,368 105,868 44,851 936,768
Profit-sharing 366,143 337,916 97,776 33,092 834,927
------------ ----------- ----------- -------- -----------
Total sponsor 814,824 675,284 203,644 77,943 1,771,695
------------ ----------- ----------- -------- -----------
Rollover 13,071 6,511 16,917 1,283 37,782
------------ ----------- ----------- -------- -----------
Total contributions 1,886,473 1,449,610 450,472 182,398 3,968,953
------------ ----------- ----------- -------- -----------
Net investment income:
Loan interest 8,291 5,834 1,682 485 $ 96 16,388
Net appreciation (depreciation)
in fair value of investments 142,486 238,803 50,946 (57,747) 374,488
------------ ----------- ----------- -------- --------- -----------
Total net investment income (loss) 150,777 244,637 52,628 (57,262) 96 390,876
------------ ----------- ----------- -------- --------- -----------
TOTAL ADDITIONS 2,037,250 1,694,247 503,100 125,136 96 4,359,829
------------ ----------- ----------- -------- --------- -----------
DEDUCTIONS:
Withdrawals 241,179 289,012 78,708 11,579 22,880 643,358
Loans to participants 166,689 87,350 27,379 11,114 (292,532)
Loan principal repayments (56,068) (36,452) (12,788) (2,121) 107,429
Net forfeitures disbursed
(received) 9,257 (10,947) 1,344 346
Asset management fees 24,637 21,990 3,958 866 51,451
Administrative expenses 1,193 1,109 481 53 2,836
------------ ----------- ----------- -------- --------- -----------
TOTAL DEDUCTIONS 386,887 352,062 99,082 21,837 (162,223) 697,645
------------ ----------- ----------- -------- --------- -----------
INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS
BEFORE TRANSFER 1,650,363 1,342,185 404,018 103,299 162,319 3,662,184
NET TRANSFER TO OTHER PLAN (1,156,885) (820,463) (205,548) (26,564) (86,196) (2,295,656)
NET TRANSFER (TO) FROM
OTHER FUNDS (126,414) (23,857) 155,353 (5,082)
------------ ----------- ----------- -------- --------- -----------
INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS 367,064 497,865 353,823 71,653 76,123 1,366,528
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF
YEAR 4,546,578 4,100,299 1,074,189 141,102 181,127 10,043,295
------------ ----------- ----------- -------- --------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $ 4,913,642 $ 4,598,164 $ 1,428,012 $212,755 $ 257,250 $11,409,823
============ =========== =========== ======== ========= ===========
</TABLE>
See notes to financial statements.
Page 6
<PAGE>
THE INTEGON EMPLOYEES' RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
1. INFORMATION REGARDING THE PLAN
The following brief description of The Integon Employees' Retirement
Savings Plan (the "Plan") is provided for general information purposes
only. Participants should refer to the Plan document for more complete
information.
General - The Plan is a defined contribution plan designed to comply with
the provisions of the Internal Revenue Code (the "Code") to qualify for
exemption from taxation. The Plan was established effective April 1, 1991
and is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). The Plan covers all employees of Integon
Corporation (the "Sponsor"). Previously, the Plan also covered all
employees of Integon Services Company, Bankers and Shippers Insurance
Company, Integon Life Insurance Corporation, and Marketing One, Inc. and
affiliates.
On May 19,1994, the Boards of Directors of Marketing One, Inc., Marketing
One Investment of New Mexico, Inc., Marketing One Services Corporation,
Marketing One Securities, Inc. and Tax Savers Agency, Inc. (collectively,
"Marketing One") resolved to cease participation in the Plan effective
June 30, 1994. The accounts of all participants who were employees of
these participating employers were transferred to a new qualified plan.
Effective October 18, 1994, the Board of Directors of Integon Services
Company ("Integon Services") authorized Bankers and Shippers Insurance
Company ("Bankers and Shippers"), an acquired subsidiary of Integon
Corporation, to become a participating employer in the Plan. On January 1,
1995, employees of Bankers and Shippers became employees of Integon
Corporation, at which time Bankers and Shippers ceased as a participating
employer in the Plan.
Effective July 31, 1995, Integon Life Insurance Corporation ("Integon
Life") terminated participation as a participating employer in the Plan.
All employees of Integon Life who were participants in the Plan became
100% vested and nonforfeitable in their accounts in the Plan.
Effective January 1, 1995, Integon Services Company employees became
employees of Integon Corporation, and Integon Services Company ceased as a
participating employer in the Plan.
Employees who have one year of service with the Sponsor, as defined by the
Plan, and who have attained the age of twenty-one are eligible to
participate in the Plan. Eligible employees may enroll in the Plan on
January 1, April 1, July 1, and October 1 of each year.
Transfer of Funds - With the termination of Marketing One as a
participating employer, certain plan assets in the amount of $2,295,656
were transferred from the Plan to an unaffiliated qualified plan for the
benefit of Marketing One employees during 1994.
Page 7
<PAGE>
Administration of the Plan - The trustee of the Plan is First Union
National Bank of North Carolina ("FUNB"). FUNB also assists the Sponsor in
its administration of the Plan. Although certain administrative functions
are performed by officers or employees of the Sponsor, no such officer or
employee receives compensation from the Plan. FUNB administrative and
trustee fees are paid by the Sponsor. Such fees were $46,910 and $35,487
for the years ended December 31, 1995 and 1994, respectively.
Plan Funding - Eligible participants may voluntarily defer from 1% to 10%
of their basic compensation, as defined by the Plan, not to exceed a set
dollar amount determined by law. Employee after-tax contributions are not
permitted. Eligible participants are permitted to make rollover
contributions at the discretion of the Advisory Committee responsible for
plan administration (the "Committee"). The Sponsor funding consists of a
matching contribution of 50% of the first 6% of a participant's
compensation that has been deferred into the Plan. Additionally, prior to
January 1, 1996, a discretionary profit sharing contribution was made to
each employee's account (see Note 3). For the years ended December 31,
1995 and 1994, the Board of Directors approved profit sharing
contributions of 2.50% and 2.25%, respectively, of the employee
compensation.
Vesting - Participants are fully vested in the compensation that they
defer into the Plan, the Sponsor matching contributions, and the related
investment earnings on those deferrals and contributions. Participants
become 100% vested in the Sponsor profit sharing contributions to their
account and the related investment earnings upon completion of 5 years of
service, upon reaching the normal retirement age, upon death, or upon
disability. Partial vesting is provided for participants with less than 5
years of service.
Forfeitures - The non-vested portion of a participant's account is
forfeited upon termination of employment with the Sponsor. The Plan
provides for partial restoration of forfeitures for those participants
meeting certain service requirements. Forfeitures of unvested amounts are
treated as reductions of the Sponsor's matching contributions otherwise
made for the plan year following the plan year in which the forfeiture
occurs.
Withdrawals from the Plan - Distributions from the Plan upon retirement,
termination or death are paid to the participant in a lump sum or in
installments. Participants may also borrow up to fifty percent of their
vested balance. Such loans must be made for at least $1,000 and the
maximum aggregate dollar amount of loans outstanding to any participant
may not exceed $50,000. Withdrawals may also be made for certain financial
hardships as defined by the Plan.
Participant Accounts - A separate account is maintained by the Plan
administrator for each participant. These account balances are adjusted at
the end of each pay period for the amount of the participant's
compensation deferral and the matching sponsor contributions. Investment
income or loss and other additions or deductions are credited to the
participant's account quarterly.
Termination of the Plan - Although the Sponsor has not expressed any
intent to do so, they have the right to terminate the Plan at any time,
subject to Plan provisions. Upon such termination of the Plan, the vested
account balance of each participant in the Plan will be distributed to
such participant at the time prescribed by the Code.
Page 8
<PAGE>
Investment Options - A participant may direct employee contributions
to any of the following investment funds:
Common Trust Fund - Enhanced Stock Fund II ("Enhanced Stock Fund II") -
Contributions are invested in a diversified portfolio of common stocks.
Common Trust Fund - Stable Investment Fund II ("Stable Investment Fund
II") - Contributions are invested in guaranteed investment contracts
and bank investment contracts as well as traditional money market
securities.
Common Trust Fund - Evergreen Money Market Fund ("Evergreen Money
Market Fund") - Contributions are invested in common and preferred
stock, U.S. government securities, investment grade corporate bonds
and money market instruments. Previously the fund was called First
Union Money Market Fund II.
Integon Stock Fund - ("Integon Stock Fund") Contributions are invested
and reinvested exclusively in the common stock of Integon Corporation.
Income Taxes - The Plan obtained its latest determination letter on
December 29, 1992, in which the IRS stated that the Plan, as then
designed, was in compliance with the applicable requirements of the Code.
The plan has been amended since receiving the determination letter.
However, the plan administrator and the Plan's tax counsel believe that
the Plan is currently designed and being operated in compliance with the
applicable requirements of the Code. Therefore, they believe that the Plan
was qualified and the related trust was tax-exempt as of the financial
statement date. No provision for income taxes has been provided.
Participants in the Plan are not liable for federal income taxes on
amounts allocated to their accounts resulting from employer contributions
or investment income until such time as withdrawals are made.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Method of Accounting - The financial statements are prepared in accordance
with generally accepted accounting principles.
Valuation of Investments - Investments consist of unit shares in the
common trust funds listed in Note 1 and the common stock fund of Integon
Corporation. These investments are stated at fair value, which has been
determined by the trustee based on the unit values of the funds. Unit
values are determined by the organization sponsoring such funds by
dividing that fund's net assets by its units outstanding at the valuation
date. Contributions to and withdrawal payments from each fund are
converted to units by dividing the amounts of each transaction by the unit
value as last determined, and the participants' accounts are charged or
credited with the number of units.
3. PLAN AMENDMENTS
In October 1994, the Board of Directors of Integon Services approved an
amendment to allow employees of Bankers and Shippers to participate in the
Plan and receive credit for their years of service with Bankers and
Shippers.
Page 9
<PAGE>
In December 1994, the Board of Directors of Integon Services approved an
amendment to the Plan retroactive to January 1, 1994. The amendment
imposes a $150,000 annual compensation limit in accordance with the
Omnibus Budget Reconciliation Act of 1993.
In July 1995, the Board of Directors of Integon Services approved an
amendment to terminate Integon Life as a participating employer in the
Plan. All employees of Integon Life who were participants in the Plan
became 100% vested and nonforfeitable in their accounts in the Plan.
In November 1995, the Board of Directors of Integon Corporation approved
an amendment, effective January 1, 1996, to restate the plan as a
single-employer plan due to the termination of Marketing One and Integon
Life as participating employers and to delete the profit-sharing component
of the Plan.
4. INVESTMENT OPTIONS UNIT VALUES
<TABLE>
<CAPTION>
The following is a summary of the unit values of investment options for
the years ended December 31, 1995 and 1994:
<S> <C> <C> <C> <C>
1995
---------------------------------------------------------------------
March 31 June 30 September 30 December 31
-------- ------- ------------ -----------
Enhanced Stock Fund II $ 27.62959 $ 30.12867 $ 32.33062 $ 34.30168
Stable Investment Fund II 13.76067 13.97799 14.17279 14.38687
Evergreen Money Market Fund 1.13986 1.15613 1.17165 1.18737
Integon Stock Fund 14.91555 18.40428 19.33946 22.64579
Loan Fund 1.00000 1.00000 1.00000 1.00000
1994
---------------------------------------------------------------------
March 31 June 30 September 30 December 31
-------- ------- ------------ -----------
Enhanced Stock Fund II $ 23.71688 $ 24.00715 $ 25.01360 $ 25.02871
Stable Investment Fund II 13.05187 13.20425 13.37487 13.55999
First Union Money Market Fund II 1.09233 1.10180 1.11300 1.12540
Integon Stock Fund 21.34247 19.79082 20.19432 14.74225
Loan Fund 1.00000 1.00000 1.00000 1.00000
</TABLE>
Page 10
<PAGE>
5. SUBSEQUENT EVENT
Effective February 1, 1996, the investment options of the Plan were
expanded to offer the participants of the Plan the following investment
options: Stable Investment Fund II, Evergreen Foundation, Enhanced Stock
Fund II, Templeton World, Fidelity Low-Priced Stock, and Integon Stock.
The Evergreen Money Market Fund was frozen effective February 1, 1996. All
participants were informed to transfer their account balances from the
Evergreen Money Market Fund to another investment by June 30, 1996 or the
plan will automatically default to the Stable Investment Fund II on July
1, 1996.
Page 11
<PAGE>
THE INTEGON EMPLOYEES' RETIREMENT SAVINGS PLAN
<TABLE>
<CAPTION>
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1995
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DESCRIPTION OF INVESTMENT
INCLUDING MATURITY DATE,
RATE OF INTEREST
IDENTITY OF ISSUE, BORROWER, COLLATERAL, PAR OR CURRENT
LESSOR, OR SIMILAR PARTY MATURITY VALUE COST VALUE
- --------------------------- ------------------------ ------------ ------------
First Union National Bank of
North Carolina:
Enhanced Stock Fund II 251,949.44 units $ 6,318,613 $ 8,642,289
Stable Investment Fund II 388,048.63 units 5,015,615 5,582,805
Evergreen Money Market Fund 1,548,165.80 units 1,703,591 1,838,246
Integon Stock Fund 31,163.58 units 573,010 705,724
Participant Loans 7% to 10% 0 439,292
</TABLE>
Page 12
<PAGE>
THE INTEGON EMPLOYEES' RETIREMENT SAVINGS PLAN
<TABLE>
<CAPTION>
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
- ------------------------------------------------------------------------------------------------------------------------------------
SERIES TRANSACTIONS INVOLVING AN AMOUNT IN
EXCESS OF 5 PERCENT OF THE CURRENT VALUE OF
PLAN ASSETS AT THE BEGINNING OF THE YEAR
<S> <C> <C> <C> <C> <C>
CURRENT VALUE OF
ASSET ON
IDENTITY OF PARTY INVOLVED/ PURCHASE SELLING COST TRANSACTION
DESCRIPTION OF ASSET PRICE PRICE OF ASSET DATE NET GAIN
- -------------------- -------- ------- -------- ------------ --------
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA:
Purchase Transactions:
Enhanced Stock Fund II $ 2,655,157 $ 2,655,157
Stable Investment Fund II 1,899,130 1,889,130
Evergreen Money Market Fund 804,343 804,343
Sale Transactions:
Enhanced Stock Fund II $ 1,000,419 $ 806,591 $ 193,828
Stable Investment Fund II 1,205,676 1,106,638 99,038
</TABLE>
Page 13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the plan) have duly caused this annual
report to be signed by the undersigned hereunto duly authorized, on June 28,
1996.
The Integon Employees' Retirement Savings Plan
/s/ Ric Mundorf
--------------------------------------------
Ric Mundorf
Vice President/Consultant
First Union National Bank of
North Carolina
Page 14
