The total number of sequentially numbered pages in this manually signed original
is 6. Exhibit Index is sequential page no. 4.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 23, 1997
---------------------
INTEGON CORPORATION
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 001-10997 13-3559471
- -------------- ------------------------ ---------------
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of incorporation) Identification
500 West Fifth Street
Winston-Salem, North Carolina 27152
----------------------------------------
(Address of Principal Executive Offices)
(910) 770-2000
---------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
---------------------------------------------------
(Former name or former address, if changed since last report.)
Page 1 of 8
Exhibit Index is on Page 4
<PAGE>
Item 5. Other Events
On June 23, 1997, Integon Corporation (the "Company") issued a press
release announcing the sale of the company to General Motors Acceptance
Corporation. A copy of the press release is attached hereto as Exhibit 99.1.
Item 7. Exhibits
(c) Exhibits.
Exhibit Number Description
-------------- ------------
99.1 Press Release dated
June 23, 1997 issued
by the Company.
Page 2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
INTEGON CORPORATION
June 23, 1997 By: /s/ John B. McKinnon
------------- ---------------------
Date John B. McKinnon
President and Chief Executive Officer
Page 3
<PAGE>
Exhibit Index
-------------
Exhibit Number Description Page No.
- -------------- ----------- --------
99.1 Press Release dated June 23, 1997 5
issued by the Company
Page 4
<PAGE>
Exhibit 99.1
PRESS RELEASE DATED JUNE 23, 1997
ISSUED BY THE COMPANY
Page 5
<PAGE>
CONTACT:
Integon Corporation:
Analysts/Investors - Gay Huntsman (910) 770-8434
Media - Turner Coley (910) 760-3000
GMAC:
Terry Sullivan (313) 556-1020
Janelle McCammon (313) 556-6740
GMAC and Integon Sign Merger Agreement
WINSTON-SALEM, NC, June 23, 1997 - GMAC and Integon announced today that they
have signed a definitive agreement providing for Integon's merger with a
subsidiary of GMAC that will provide Integon's common stockholders with $26 cash
per share, including the holders of common stock to be issued upon conversion of
Integon's $3.875 Convertible Preferred Stock (convertible at $19.05 per share),
or an aggregate of approximately $550 million. The payment is to be made upon
closing of the transaction, subject to obtaining all necessary regulatory and
stockholder approvals.
"The proposed merger with Integon results from seeking attractive
growth alternatives and represents a major step in our efforts to expand our
reach in the financial services industry," said John Rines, GMAC president.
"We're extremely pleased to have the opportunity for Integon to become an
important member of our organization, and we plan to leverage their expertise to
create new opportunities inside and outside GMAC."
(MORE)
Page 6
<PAGE>
Integon Corporation
Page 2
The transaction, which has been unanimously approved by all members of
Integon's Board of Directors who reviewed the matter, is subject to approval by
Integon's common stockholders. Integon common stock is traded on the New York
Stock Exchange (IN) where its last trade on June 23, 1997 was at $16 per share.
Integon is a nonstandard automobile insurance company based in
Winston-Salem, NC. Nonstandard automobile insurance is offered to consumers who
do not qualify for standard rates due to various risk factors such as driving
record.
The merger of Integon with GMAC will strategically complement the
direct response preferred and standard personal lines insurance business written
by GMAC's present insurance subsidiaries, led by Motors Insurance Corporation
(MIC). With the addition of Integon, GMAC's combined insurance operations will
reach a broader base of auto insurance customers. In 1996, MIC had premiums of
$1.2 billion from its three major product lines -- automotive mechanical and
maintenance coverages, personal lines coverages, and commercial lines and
reinsurance coverages.
Integon Corporation previously announced that it had retained Goldman,
Sachs & Co. to review all strategic alternatives, including sale of the Company.
"The Board of Directors, after a thorough review of such strategic alternatives,
believes this sale is in the best interest of Integon stockholders and will
strengthen the Company's opportunity for future growth," stated John B.
McKinnon, Integon president and CEO.
Convertible Preferred Stock of Integon that is not converted prior to
the effective date of the merger will be redeemed on or after September 16,
1997, in accordance with its terms at a price of $52.33 (or the equivalent of
approximately $20 per share of common stock). Integon's 9.5% Senior Notes and 8%
Senior Notes, in the aggregate amount of approximately $150 million, will remain
outstanding in accordance with their
(MORE)
Page 7
<PAGE>
Integon Corporation
Page 3
terms. The recently issued Capital Securities, issued by Integon Capital I, a
business trust, and guaranteed in certain respects by Integon, in the amount of
$100 million will also remain outstanding in accordance with their terms.
GMAC, a wholly owned subsidiary of General Motors, is one of the
world's largest financial services companies. Since its founding in 1919, GMAC
has extended $879 billion in credit to help finance more than 138-million cars
and trucks in 33 countries around the world. GMAC's Internet web site address is
http://www.gmacfs.com.
Integon Corporation, through its wholly owned property and casualty
insurance subsidiaries, specializes in the underwriting and marketing of
nonstandard and other specialty automobile insurance products to individuals.
Integon markets its products through approximately 13,000 independent agencies
in 30 states. In 1996, Integon reported $800 million in net premiums written.
Page 8
