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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
TO
REGISTRATION STATEMENT ON FORM 8-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
number)
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 Name of each exchange on which
to be so registered each class is to be registered
-------------------- ------------------------------
STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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Page 1 of 9 sequentially numbered pages.
Exhibit Index is at page 5
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Item 1. Description of Securities to be Registered.
Subject to the following paragraph, the description of the
Rights to Acquire Series A Junior Participating Preferred Stock (the "Rights")
is set forth under the heading "Description of Registrant's Securities to be
Registered" in the Company's Registration Statement on Form 8-A (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission on January 31, 1997 which description is incorporated herein by
reference.
On June 23, 1997, the Company and First Chicago Trust Company
of New York, as Rights Agent (the "Rights Agent") adopted an amendment (the
"Amendment') to the Rights Agreement dated January 22, 1997, as amended by
Amendment No. 1 dated February 13, 1997 between the Company and the Rights Agent
(as amended, the "Rights Agreement"). The Amendment provides that none of the
execution or delivery of the Agreement and Plan of Merger, dated June 23, 1997
by and between General Motors Acceptance Corporation ("GMAC") and the Company
(the "Merger Agreement"), GMAC, a subsidiary of GMAC to be incorporated in the
State of Delaware ("Merger Sub") or any Affiliate or Associate of GMAC or Merger
Sub becoming a Beneficial Owner (as defined in the Rights Agreement) of the
Company Common Stock (as defined in the Merger Agreement) pursuant to the Merger
Agreement or the consummation of the Merger or the other transactions
contemplated in the Merger Agreement shall (i) cause GMAC or Merger Sub or any
of their Associates or Affiliates to be an Acquiring Person (as defined in the
Rights Agreement), (ii) cause a Distribution Date (as defined in the Rights
Agreement) to occur in accordance with the terms of the Rights Agreement or
(iii) be deemed a Section 13 Event (as defined in the Rights Agreement). The
Amendment also provides that the Expiration Date (as defined in the Rights
Agreement) shall occur at or prior to the earliest to occur of (i) the Close of
Business on January 22, 2007, (ii) the time at which the Rights are redeemed as
provided in Section 24 thereof, (iii) the time at which such Rights are
exchanged as provided in Section 24 thereof or (iv) the Effective Time (as
defined in the Merger Agreement).
Item 2. Exhibits.
1. Amendment to Rights Agreement dated as of June 23,
1997 between the Company and First Chicago Trust
Company of New York, As Rights Agent
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
INTEGON CORPORATION
(Registrant)
Dated: June 30, 1997 By: /s/ John B. Yorke
--------------------
Name: John B. Yorke
Title: Vice President and Corporate
General Counsel
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INDEX OF EXHIBITS
Exhibit Number Title Page Number
1. Amendment to Rights Agreement 6
dated as of June 23, 1997 between
the Company and First Chicago Trust
Company of New York, As Rights
Agent
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6
Exhibit 1
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT, dated as of June 23, 1997, is between INTEGON
CORPORATION, a Delaware corporation (the "Company"), and FIRST CHICAGO TRUST
COMPANY OF NEW YORK, (the "Rights Agent").
RECITALS
The Company and the Rights Agent are parties to a Rights
Agreement dated as of January 22, 1997 (the "Rights Agreement").
General Motors Acceptance Corporation, a New York corporation,
and the Company have entered into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which a wholly owned direct or indirect subsidiary of
Parent ("Merger Sub") will merge with and into the Company and all the Company
Common Stock will be converted into the right to receive an amount of cash equal
to the Common Stock Price Per Share and all of the Company Convertible Preferred
Stock will remain outstanding (the "Merger"). The Board of Directors of the
Company has approved the Merger Agreement and the Merger. Capitalized terms used
herein but not defined shall have the meanings ascribed to them in the Merger
Agreement.
Pursuant to Section 27 of the Rights Agreement, the Board of
Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable to reflect the
foregoing and the Company and the Rights Agent desire to evidence such amendment
in writing.
Accordingly, the parties agree as follows:
1. AMENDMENT OF SECTION 1(A). Section 1(a) of the
Rights Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
neither Parent nor Merger Sub, nor any Affiliate or Associate of Parent
or Merger Sub, shall be deemed to be an Acquiring Person solely by
virtue of (i) the execution and delivery of the Merger Agreement, (ii)
becoming the Beneficial Owner of Company Common Stock (as defined in
the Merger Agreement) pursuant to the Merger Agreement, or (iii) the
consummation of the Merger or the other transactions contemplated in
the Merger Agreement."
2. ADDITIONS TO SECTION 1. The following subsections
are added to Section 1 of the Rights Agreement at the end thereof:
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"(z) 'Merger' shall mean the consummation of the transaction pursuant
to which the Merger Sub will merge with and into the Company and all
the Company Common Stock will be converted into the right to receive an
amount of cash.
(aa) 'Merger Agreement' shall mean the Agreement and Plan of Merger
dated as of June 23, 1997, between Parent and the Company, as amended
from time to time.
(ab) 'Merger Sub' shall mean a Delaware corporation, wholly owned
direct or indirect subsidiary of Parent, or any other subsidiary of
Parent that is substituted for Merger Sub pursuant to the Merger
Agreement.
(ac) 'Parent' shall mean General Motors Acceptance Corporation, a New York
corporation."
3. AMENDMENT OF SECTION 3(A). Section 3(a) of the
Rights Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred solely as the
result of (i) the execution and delivery of the Merger Agreement, (ii)
Parent or Merger Sub, or any Affiliate or Associate of Parent or Merger
Sub, becoming the Beneficial Owner of Company Common Stock (as defined
in the Merger Agreement) pursuant to the Merger Agreement or (iii) the
consummation of the Merger or the other transactions contemplated in
the Merger Agreement."
4. AMENDMENT OF SECTION 7(A). Section 7(a) of the Rights
Agreement is amended by:
(a) deleting the term "or" from clause (ii)
replacing it with ",",
(b) inserting the following after clause (iii):
"or (iv) the Effective Time, as that term is defined in the
Merger Agreement" and
(c) deleting the final parenthetical phrase and
inserting the following in its place:
"(the earliest of the times described in clauses (i), (ii),
(iii) and (iv) above being herein referred to as the
"Expiration Date")
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5. AMENDMENT OF SECTION 13. Section 13 of the Rights Agreement
is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary, (i)
the execution of the Merger Agreement, (ii) Parent or Merger Sub, or
any Affiliate or Associate of Parent or Merger Sub, becoming the
Beneficial Owner of Company Common Stock (as defined in the Merger
Agreement) pursuant to the Merger Agreement or (iii) the consummation
of the Merger or the other transactions contemplated in the Merger
Agreement shall not be deemed to be a Section 13 Event and shall not
cause the Rights to be adjusted or exercisable in accordance with
Section 13."
6. EFFECTIVENESS. This Amendment shall be deemed
effective as of June 23, 1997 as if executed on such date. Except as amended
hereby, the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
7. MISCELLANEOUS. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware 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.
This Amendment may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument. If any
provision, covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, illegal or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be effected, impaired or invalidated.
EXECUTED as of the date set forth above.
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Attest: INTEGON CORPORATION
By: /s/ John B. Yorke By: /s/ John B. McKinnon
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Name: John B. Yorke Name: John B. McKinnon
Title: Secretary Title: President and Chief
Executive Officer
FIRST CHICAGO TRUST COMPANY OF
Attest: NEW YORK
By: /s/ Richard T. Weincek By: /s/ Laurence A. Woods
----------------------- ---------------------
Name: Richard T. Weincek Name: Laurence A. Woods
Title: Asst. Vice President Title: Vice President
