SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INTEGON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13 3559471
(State of incorporation or organization) (I.R.S. Employer Identification No.)
500 West Fifth Street
Winston-Salem, North Carolina 27152
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered: Name of each exchange on which
Stock Purchase Rights each class is to be registered:
New York Stock Exchange
Securities to be registered pursuant to Section 12(g)of the Act:
None
C-412213.12354.01018
<PAGE>
Item 2. Exhibits
Exhibit No. Description
4 Amendment #1 to Rights Agreement dated as
of February 13, 1997 between the Company and
First Chicago Trust Company of New York,
As Rights Agent.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Amendment No. 2 to Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
INTEGON CORPORATION
By:/s/ John B. Yorke
-----------------
John B. Yorke
Vice President, Corporate General Counsel
and Secretary
Date: February 20, 1997
C: 41213.12354.01018
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4 Amendment #1 to Rights Agreement dated as
of February 13, 1997 between the Company and
First Chicago Trust Company of New York,
As Rights Agent.
<PAGE>
Exhibit 4
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
-----------------------------------
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the "Amendment") dated
as of February 13, 1997, is between:
INTEGON CORPORATION, a Delaware corporation (the "Company"); and
FIRST CHICAGO TRUST COMPANY OF NEW YORK, a New York trust
company (the "Rights Agents").
Statement of Agreement
----------------------
WHEREAS, the Company and the Rights Agents desire that a certain amendment
be made to the Rights Agreement to clarify that no person shall become an
"Acquiring Person" as a result of certain acquisitions of shares pursuant to any
employee or directors benefit plan of the Company or any Subsidiary of the
Company or upon the reinvestment of dividends pursuant to any dividend
reinvestment plan of the Company;
NOW, THEREFORE, in consideration of the premises and of the covenants made
herein and of the mutual benefits to be derived herefrom, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:
ARTICLE I
Amendments
----------
1.1 Definitions.
-----------
Unless otherwise defined herein, terms used in this Amendment, including
its preamble and recitals, shall have the meanings provided in the Rights
Agreement.
1.2 Other Amendments
----------------
1.2.1. Amendment to Section 1(a). Section 1(a)of the Rights Agreement is
hereby amended in its entirety to read as follows:
"Acquiring Person" shall mean any Person (as hereinafter defined)
that, together with all Affiliates and Associates (as such terms are
hereinafter defined) of such Person, shall be the Beneficial Owner (as
<PAGE>
hereinafter defined) of 20% or more of the shares of Common Stock then
outstanding, but shall not include an Exempt Person (as such term is
hereinafter defined); provided, however, that if the Board of
Directors determines in good faith that a Person who would otherwise
be an "Acquiring Person" has become such inadvertently, and if such
Person as promptly as practicable divests itself of Beneficial
Ownership of a sufficient number of shares of Common Stock so that
such Person would no longer be an "Acquiring Person," then such Person
shall not be deemed to be or to have become an "Acquiring Person" for
any purposes of this Agreement. Notwithstanding the foregoing, (i) if
a Person would be deemed an "Acquiring Person" upon the adoption of
this Agreement, such Person shall not be deemed an "Acquiring Person"
for any purposes of this Agreement unless and until such Person
acquires Beneficial Ownership of any additional shares of Common Stock
after the date of this Agreement other than pursuant to any employee
or directors benefit plan of the Company or any Subsidiary of the
Company or upon the reinvestment of any dividends pursuant to any
dividend reinvestment plan of the Company, (ii) no Person shall become
an "Acquiring Person" as the result of an acquisition of shares of
Common Stock by the Company that, by reducing the number of shares
outstanding, increases the proportionate number of shares of Common
Stock beneficially owned by such Person to 20% or more of the shares
of Common Stock then outstanding, and (iii) no Person shall become an
"Acquiring Person" as the result of an acquisition of shares pursuant
to any employee or directors benefit plan of the Company or any
Subsidiary of the Company or upon the reinvestment of any dividends
pursuant to any dividend reinvestment plan of the Company; provided,
however, that if a Person shall become the Beneficial Owner of 20% or
more of the shares of Common Stock then outstanding by reason of such
share acquisitions by the Company or pursuant to any employee or
directors benefit plan of the Company or any Subsidiary of the Company
or upon the reinvestment of any dividends pursuant to any dividend
reinvestment plan of the Company and shall thereafter become the
Beneficial Owner of any additional shares of Common Stock (other than
pursuant to any employee or directors benefit plan of the Company or
any Subsidiary of the Company or upon the reinvestment of any
dividends pursuant to any dividend reinvestment plan of the Company),
then such Person shall be deemed to be an "Acquiring Person" unless
upon the consummation of the acquisition of such additional shares of
-2-
<PAGE>
Common Stock such Person does not beneficially own 20% or more of the
shares of Common Stock then outstanding.
1.2.2. Amendment to Exhibit C. Exhibit C of the Rights Agreement is amended
in its entirety as set forth in Exhibit C attached hereto.
ARTICLE II
MISCELLANEOUS
-------------
2.1 Instrument Pursuant to Rights Agreement. This Amendment is a document
executed pursuant to the Rights Agreement and shall be construed, administered
and applied in accordance with the terms and provisions of the Rights Agreement.
2.2 Full Force and Effect. The Rights Agreement, as amended hereby, shall
remain in full force and effect after the date hereof. From and after the date
hereof, all references to the Rights Agreement or to the Agreement shall be
deemed to refer to such Rights Agreement, as amended hereby.
2.3 Counterparts, Effectiveness, Etc. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.
2.4 Governing Law; Entire Agreement. This Amendment shall be deemed to be a
contract made under and governed by the internal laws of the State of Delaware
and New York and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state.
2.5 Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.
[Remainder of this Page Intentionally Left Blank]
-3-
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the
date first above written.
INTEGON CORPORATION
By: /s/ John B. Yorke
--------------------------------
Name: John B. Yorke
--------------------------------
Title: Vice President
--------------------------------
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: /s/ James R. Kuzmich
--------------------------------
Name: James R. Kuzmich
--------------------------------
Title: Customer Service Officer
--------------------------------
-4-
<PAGE>
EXHIBIT C
---------
SUMMARY OF INTEGON CORPORATION RIGHTS AGREEMENT
AND RIGHTS ISSUED THEREUNDER
On January 22, 1997, the Board of Directors of Integon Corporation (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of common stock, par value $0.01 per share, of the
Company (the "Common Stock"). The dividend is payable on February 11, 1997 (the
"Record Date") to the stockholders of record on that date. Each Right entitles
the registered holder to purchase from the Company one one-thousandth of a share
of Series A Junior Participating Preferred Stock, par value $0.01 per share, of
the Company (the "Preferred Stock") at a price of $70.00 per one one-thousandth
of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement, dated
as of January 22, 1997, between the Company and First Chicago Trust Company of
New York, as Rights Agent (the "Rights Agent"), as the same may be amended from
time to time (the "Rights Agreement").
Until the earlier to occur of (i) 10 days following a public announcement that
a person or group of affiliated or associated persons (an "Acquiring Person"),
with certain exceptions set forth below, has acquired beneficial ownership of
20% or more of the outstanding shares of Common Stock or (ii) 10 business days
(or such later date as may be determined by action of the Board of Directors
prior to such time as any person or group of affiliated persons becomes an
Acquiring Person) following the commencement of, or announcement of an intention
to make, a tender offer or exchange offer the consummation of which would result
in the beneficial ownership by a person or group of 20% or more of the
outstanding shares of Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Stock certificates outstanding as of the Record Date, by such Common
Stock certificate. An Acquiring Person does not include (A) the Company, any
subsidiary of the Company, any employee benefit plan of the Company or of any
subsidiary of the Company, or any entity or trustee holding Common Stock for or
pursuant to the terms of any such plan or for the purpose of funding any such
plan or funding other employee benefits for employees of the Company or of any
subsidiary of the Company, (B) any person that would be deemed an "Acquiring
Person" upon the adoption of the Rights Agreement, unless and until such person
acquires beneficial ownership of any additional shares of Common Stock after the
date of the Rights Agreement, (C) any person whose beneficial ownership of 20%
or more of the outstanding shares of Common Stock results from an acquisition of
shares of Common Stock by the Company that, by reducing the number of shares
outstanding, increases the proportionate number of shares of Common Stock
beneficially owned by such person to 20% or more of the shares of Common Stock
then outstanding, unless such person thereafter become the beneficial owner of
any additional shares of Common Stock and upon the consummation of such
acquisition such person beneficially owns 20% or more of the shares of Common
Stock then outstanding or (D) any person whose beneficial ownership of 20% or
more of the outstanding shares of Common Stock of the Company results from
certain acquisition of shares pursuant to certain plans offered by the Company.
In addition, if the Board determines that a person or group of affiliated or
associated persons who otherwise would be an Acquiring Person became so
inadvertently, and such person promptly divests sufficient shares so that the
20% ownership eases, such person will not be deemed an Acquiring Person.
The Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferred with and
only with the Common Stock. Until the Distribution Date (or earlier redemption
or expiration of the Rights), new Common Stock certificates issued after the
Record Date upon transfer or new issuances of Common Stock will contain a legend
<PAGE>
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender for transfer of
any certificates for shares of Common Stock outstanding as of the Record Date,
even without such notation or a copy of this Summary of Rights, will also
constitute the transfer of the Rights associated with the shares of Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date, and such separate Right Certificates
alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on January 22, 2007 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case as described below.
The Purchase Price payable, and the number of shares of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights
or warrants to subscribe for or purchase Preferred Stock at a price, or
securities convertible into Preferred Stock with a conversion price, less than
the then current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends or dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights and the number of one one-thousandths of a
share of Preferred Stock issuable upon exercise of each Right are also subject
to adjustment in the event of a stock split of the Common Stock or a dividend on
the Common Stock payable in shares of Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Unless otherwise provided in connection with the creation of a
subsequent series of preferred stock, the Preferred Stock will be subordinate to
any other series of the Company's preferred stock. Each share of Preferred Stock
will be entitled, when, as and if declared, to a minimum quarterly dividend
payment of $10.00 per share but will be entitled to an aggregate dividend of
1000 times the dividend declared per share of Common Stock. In the event of the
liquidation of the Company, the holders of the Preferred Stock will be entitled
to receive a minimum liquidation payment of $1000.00 per share (plus any accrued
but unpaid dividends) but will be entitled to an aggregate payment of 1000 times
the payment made per share of Common Stock. Each share of Preferred Stock will
have 1000 votes, voting together with the Common Stock. In the event of any
merger, consolidation or other transaction in which shares of Common Stock are
converted or exchanged, each share of Preferred Stock will be entitled to
receive 1000 times the amount received per share of Common Stock. The rights of
Preferred Stock as to dividends, liquidation and voting are protected by
customary antidilution provisions. Because of the nature of the Preferred
Stock's dividend, liquidation and voting rights, the value of the one
one-thousandth interest in a share of Preferred Stock purchasable upon exercise
of each Right should approximate the value of one share of Common Stock.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive, upon exercise of a Right at the then
current Purchase Price, that number of shares of Common Stock (or other
securities or property) having a market value of two times the Purchase Price.
-2-
<PAGE>
The Board may also cause the automatic exchange of each Right (other than those
held by the Acquiring Person) for one share of Common Stock (or, at the Board's
option, one one-thousandth of a share of Preferred Stock) after any person or
group of affiliated or associated persons becomes an Acquiring Person but prior
to the Acquiring Person becoming the beneficial owner of 50% of the Common
Stock.
If there is an insufficient number of authorized but unissued shares of Common
Stock (or Preferred Stock) to permit the full exchange of Rights, then debt or
equity or other assets of Integon or a subsidiary may be issued in lieu of
Common Stock (or Preferred Stock) and the Purchase Price may be adjusted.
In the event that, after a person or group of affiliated or associated persons
has become an Acquiring Person, the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold, proper provision will be made so that each holder of a
Right (other than Rights beneficially owned by an Acquiring Person, which will
have become void) will thereafter have the right to receive, upon the exercise
thereof at the then current Purchase Price, that number of shares of common
stock of the person with whom the Company has engaged in the foregoing
transaction (or its parent), which number of shares at the time of such
transaction will have a market value of two times the Purchase Price.
At any time after any person or group of affiliated or associated persons
becomes an Acquiring Person and prior to the acquisition by such person or group
of 50% or more of the outstanding shares of Common Stock, the Board of Directors
of the Company may cause the Company to exchange the Rights (other than Rights
owned by such person or group, which will have become void), in whole or in
part, at an exchange ratio of one share of Common Stock (or one one-thousandth
of a share of Preferred Stock, or shares of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges) per Right,
subject to adjustment.
No fractional shares of Preferred Stock will be issued (other than fractions
that are integral multiples of one one-thousandth of a share of Preferred Stock,
which may, at the election of the Company, be evidenced by depositary receipts),
and in lieu thereof an adjustment in cash will be made based on the market price
of the Preferred Stock on the last trading day prior to the date of exercise.
At any time prior to the earlier of (i) the tenth day after the time that a
person or group of affiliated or associated persons has become an Acquiring
Person (subject to extension by the Board of Directors, with the approval of a
majority of the two-third majority of the Board) and (ii) the Final Expiration
Date, the Board of Directors may cause the Company to redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole discretion may
establish, and, after a person or group of affiliated or associated persons
becomes an Acquiring Person, certain circumstances shall require the concurrence
of a two-thirds majority of the Board of Directors. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.
For so long as the Rights are then redeemable, the Company may, except with
respect to the Redemption Price, amend the Rights in any manner, including an
amendment to lower certain thresholds described above to not less than the
greater of (i) the sum of 0.001% and the largest percentage of the outstanding
shares of Common Stock then known to the Company to be beneficially owned by any
person or group of affiliated or associated persons and (ii) 10%. After the
-3-
<PAGE>
Rights are no longer redeemable, the Company may, except with respect to the
Redemption Price, amend the Rights in any manner that does not adversely affect
the interests of holders of the Rights. Amendments to the Rights Agreement after
a person or group of affiliated or associated persons becomes an Acquiring
Person require the approval of a two-thirds majority of the Board of Directors.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of the Company, including, without limitation, the right to
vote or to receive dividends. As long as the Rights are attached to the Common
Stock, the Company will issue one Right with each new share of Common Stock so
that all such shares will have Rights attached.
-4-
