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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 8)
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INTEGON CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
$3.875 CONVERTIBLE PREFERRED STOCK
(Title of Class of Securities)
45810F 10 1
(CUSIP Number)
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RICHARD S. BORISOFF, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, N.Y. 10019-6064
TEL. NO.: (212) 373-3153
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
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OCTOBER 17, 1997
(Dates of Events which Require Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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Page 1 of 9 Pages
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SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John C Head III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 3 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Madie Ivy
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
CUSIP NO. 45810F 10 1 13D Page 4 of 9 Pages
AMENDMENT NO. 8 TO SCHEDULE 13D
This statement on Schedule 13D filed on April 9, 1992, as amended by
Amendment No. 1 filed on December 2, 1992, Amendment No. 2 filed on December 24,
1992, Amendment No. 3 filed on January 8, 1993, Amendment No. 4 filed on January
10, 1994, Amendment No. 5 filed on October 13, 1994, Amendment No. 6 filed on
February 28, 1996 and Amendment No. 7 filed on January 3, 1997 (the
"Statement"), relating to the Common Stock, par value $.01 per share (the
"Common Stock"), and the $3.875 Convertible Preferred Stock (the "Preferred
Stock") issued by Integon Corporation (the "Issuer"), is hereby further amended
by this Amendment No. 8 as indicated below. Unless otherwise indicated, all
capitalized terms shall have the same meaning as provided in the Statement.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 5 of 9 Pages
ITEM 1. SECURITY AND ISSUER
ITEM 1 IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
"The securities to which this statement relates are the Common
Stock and the Preferred Stock issued by the Issuer. The principal
executive offices of the Issuer are located at 500 West Fifth
Street, Winston-Salem, North Carolina 27152."
ITEM 2. IDENTITY AND BACKGROUND.
ITEM 2 IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY, AS
FOLLOWS:
"(a) JOHN C HEAD III AND MADIE IVY
The principal occupation of Mr. Head and Ms. Ivy is serving as
Managing Members of Head & Company L.L.C., an investment banking
firm specializing in providing advice to insurance companies and
related concerns, and of Head Asset Management L.L.C., an investment
advisor specializing in managing the investment portfolios of
insurance companies and related concerns. Mr. Head became the Chief
Executive Officer of the Issuer on November 25, 1996. He resigned
from that position on June 2, 1997. In connection with the
transaction contemplated by the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of June 23, 1997, as amended on July
7, 1997 and as further amended on July 17, 1997, among the Issuer,
General Motors Acceptance Corporation and IC Purchasing Corp. (the
"Merger"), Mr. Head resigned from his position as Chairman of the
Board of Directors of the Issuer. Mr. Head no longer holds a
position of employment with the Issuer. The business address of Mr.
Head and Ms. Ivy is 1330
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CUSIP NO. 45810F 10 1 13D Page 6 of 9 Pages
Avenue of the Americas, 12th Floor, New York, NY 10019-5402. Mr.
Head and Ms. Ivy are married.
(b) All of the natural persons identified in this Item 2 are
citizens of the United States."
ITEM 4. PURPOSE OF TRANSACTION.
ITEM 4 IS HEREBY AMENDED BY THE ADDITION OF THE FOLLOWING:
"John C Head III resigned from his position as Chief Executive
Officer of the Issuer on June 2, 1997. In accordance with the Merger
Agreement, John C Head III also resigned from his position as
Chairman of the Board of Directors of the Issuer. In connection with
the Merger on October 17, 1997, the Reporting Persons converted all
of their shares of Preferred Stock into shares of Common Stock and
all of their shares of Common Stock were cashed-out and canceled by
the Issuer for a cash consideration of $26.00 per share of Common
Stock so canceled."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
ITEM 5 IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
"As of the close of business on October 17, 1997, the
Reporting Persons own no shares of Common Stock and no shares of
Preferred Stock."
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER ITEM 6 IS HEREBY AMENDED AND
RESTATED IN ITS ENTIRETY AS FOLLOWS:
None.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 7 of 9 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 8 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 12, 1997
/s/ John C Head III
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John C Head III
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CUSIP NO. 45810F 10 1 13D Page 9 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 12, 1997
/s/ Madie Ivy
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Madie Ivy
