SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Final Amendment to
Schedule 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934
And Rule 13E-4 Thereunder)
INTEGON CAPITAL I
(Name of Issuer)
INTEGON CORPORATION
(Name of Person(s) Filing Statement)
10 3/4% Capital Securities, Series B
(Title of Class of Securities)
45811BAC3
(CUSIP Number of Class of Securities)
Bernard J. Buselmeier
Motors Insurance Corporation
485 West Milwaukee Avenue
Detroit, Michigan 48202
(313) 556-2428
(with copies to)
Edwin D. Mason
Foley & Lardner
330 North Wabash Avenue
Suite 3300
Chicago, Illinois 60611
(312) 755-2532
(Name, Address and Telephone Number of Person Authorized to Received Notices
and Communications on Behalf of the Person(s) Filing Statement)
November 12, 1997
(Date Tender Offer First Published,
Sent or Given to Security Holders)
Calculation of Filing Fee
- - ----------------------------------------------------------- -------------------
Transaction
Valuation* Amount of filing fee
$134,733,000 $26,230
- - -------------------------------------------------------------------------------
* Calculated solely for purposes of determining the filing fee, based upon the
purchase of all of the outstanding Securities at the total consideration of
$1,347.33 per $1,000 liquidation value (including the amount attributable to
any consent payment but excluding any accumulated distributions).
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $26,230 Form or Registration No.: Schedule 13E-4
Filing Party: Integon Corporation Date Filed: November 12, 1997
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The offering period for the offer to purchase 10 3/4% Capital
Securities, Series B (the "Capital Securities") of Integon Capital I, a Delaware
business trust (the "Trust"), by Integon Corporation (the "Company"), and the
consent period for the related consent solicitation, expired at 12:00 midnight,
New York City time, on Wednesday, December 10, 1997. All terms not herein
defined shall have the meaning ascribed them in the Offer to Purchase and
Consent Solicitation Statement, dated November 12, 1997, by the Company.
First Chicago Trust Company of New York, acting as depositary
for the Tender Offer (the "Depositary"), has certified the aggregate liquidation
amount of the Capital Securities tendered by Holders pursuant to the Tender
Offer. Pursuant to this certification, the Company announces that, as of 12:00
midnight, New York City time, on Wednesday, December 10, 1997, $91,000,000 in
aggregate liquidation amount of Capital Securities had been validly tendered
pursuant to the Tender Offer and not withdrawn. The Company has accepted for
payment the tendered Capital Securities. The liquidation amount of Capital
Securities tendered represents all of the outstanding liquidation amount of the
Capital Securities. During the offering period, Holders of $9,000,000 in
liquidation amount of Capital Securities exercised their right to require the
Trust to repurchase their Capital Securities as permitted pursuant to the Trust
Agreement.
In conjunction with the Tender Offer, the Company solicited
consents from Holders to certain amendments to the Junior Subordinated
Indenture. The Depositary has certified the aggregate number of Consents
received pursuant to the Tender Offer. Pursuant to this certification, the
Company announces that, as of 12:00 midnight, New York City time, on Wednesday,
December 10, 1997, the Minimum Consent had been received and not revoked.
Item 9. MATERIALS TO BE FILED AS EXHIBITS
(a)(11) Press Release, dated December 11, 1997.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in the statement is true, complete and
correct.
December 11, 1997. INTEGON CORPORATION
(Date) By: /s/ Bernard J. Buselmeier
-------------------------
(Signature)
Name: Bernard J. Buselmeier
Title: Executive Vice President
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Exhibit (a)(11)
Press Release December 11, 1997
INTEGON ANNOUNCES EXPIRATION OF TENDER OFFERS
For Immediate Release
December 11, 1997 -- Integon Corporation today announced the completion of the
tender offers and consent solicitations for any and all of the $150 million
aggregate principal amount of 8% Senior Notes due 1999 and 9 1/2% Senior Notes
due 2001 issued by Integon and any and all of the $100 million aggregate
liquidation amount of 10 3/4% Capital Securities issued by Integon Capital I.
The cash tender offers and consent solicitations, commenced on November 12,
1997, expired at 12:00 midnight, New York City time, on Wednesday, December 10,
1997. The amount tendered and accepted for purchase represents an average
success rate of 86 percent. Morgan Stanley Dean Witter was the exclusive dealer
manager for the tender offers.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
CUSIP No. Security Description Outstanding Principal Amount Tendered and
- - -------- -------------------- Prior to Tender Offers Accepted for Purchase
---------------------- ---------------------
45810FAA9 8% Notes due 8/15/99 $75,000,000 $72,616,000
45810FAB7 9 1/2% Notes due 10/15/01 $75,000,000 $43,675,000
45811BAC3 10 3/4% Capital Securities $100,000,000 $91,000,000
due 2/15/27
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</TABLE>
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