The total number of sequentially numbered pages in this manually signed original
is 7. Exhibit Index is sequential page no. 4.
UNITED STATES
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) November 12, 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 No.)
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 7
Exhibit Index is on Page 4
<PAGE>
Item 5. Other Events
On November 12, 1997, Integon Corporation (the "Company") issued a press
release announcing the Company's Offer to purchase for cash any and all of $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
principal amount of 10 3/4% Capital Securities issued by Integon Capital I.
Concurrently, Integon is soliciting consents from holders to proposed amendments
to the indentures pursuant to which the securities were issued. 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
November 12 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
November 12, 1997 By: /s/ Sheena E. Poe
---------------- --------------------------
Date Sheena E. Poe
Vice President, General Counsel
and Secretary
Page 3
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page No.
- -------------- ----------- --------
99.1 Press Release dated November 12, 1997 5
issued by the Company
Page 4
<PAGE>
Exhibit 99.1
------------
PRESS RELEASE DATED NOVEMBER 12, 1997
ISSUED BY THE COMPANY
Page 5
<PAGE>
Contact: Ken Jakubowski
Integon Corporation
(910) 770-8458
For Immediate Release
---------------------
INTEGON CORPORATION ANNOUNCES TENDER AND CONSENT
New York, New York, November 12, 1997 -- Integon Corporation today announced it
is offering to purchase for cash any and all of $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 principal amount of 10
3/4% Capital Securities issued by Integon Capital I. Concurrently, Integon is
soliciting consents from holders to proposed amendments to the indentures
pursuant to which the securities were issued. The tender offers are made upon
the terms and subject to the conditions set forth in the Offer to Purchase and
Consent Solicitation Statements for each security being mailed to holders on or
about November 12, 1997. Morgan Stanley Dean Witter is the exclusive dealer
manager.
Under the terms of the tender offers, the total payment for each $1,000
principal amount of the two notes of Integon will be calculated separately,
based on the yield on an applicable United States Treasury reference security,
plus an applicable fixed spread plus accrued and unpaid interest. The purchase
prices will be set two business days prior to the expiration of the tender
offers.
Fixed Spread Tender Offers and Consent Solicitations
- ----------------------------------------------------
CUSIP No. Amount Security Description Ref. Treasury Fixed Spread
45810FAA9 $75,000,000 8% Notes due 8/15/99 5 7/8% due 8/99 0.10%
45810FAB7 $75,000,000 9 1/2% Notes due 10/15/01 6 1/4% due 10/01 0.15%
The total payment for each $1,000 principal amount of the Capital Securities
will be $1,347.33, which includes accumulated distributions, up to, but
excluding the settlement date.
Fixed Price Tender Offer and Consent Solicitation
- -------------------------------------------------
CUSIP No. Amount Security Description Payment
45811BAC3 $100,000,000 10 3/4% Capital Securities due 2/15/27 $1,347.33
Each of the consent solicitations will expire at 5:00 P.M. New York City time,
on Tuesday, November 25, 1997 unless extended ("Consent Date"). Each of the
tender offers will expire at 12:00 Midnight, New York City time, on Wednesday,
December 10, 1997, unless extended or earlier terminated by Integon. Payments
will be made on the third NYSE trading day following the expiration of the
tender offers.
The total payment received by each holder as indicated above includes an
embedded consent payment equal to $20.00 in cash for each $1,000 in principal
amount of the securities. Holders who participate in the tender offers after the
consent date will not receive the consent payment. Holders participating in the
tender offers will be required to give their consent to the proposed amendments,
as a condition to a valid tender. Additionally, holders will be required to
tender their securities in order to consent to the proposed amendments.
Page 6
<PAGE>
Closing of each of the tender offers is subject to certain conditions, including
the valid tender of and consent from at least a majority in aggregate principal
amount of each outstanding security.
Integon, through its wholly owned property and casualty insurance subsidiaries,
specializes in the marketing and underwriting of nonstandard automobile
insurance to individuals. To a lesser extent, Integon also writes specialty
automobile insurance and, in North Carolina, preferred risk automobile
insurance. Integon has been writing insurance for more than 25 years and
currently markets its products in 31 states through approximately 12, 500
independent agencies located principally in the eastern United States.
This news release is neither an offer to purchase nor a solicitation of an offer
to sell securities. The offers are only made by the offer documents. Questions
concerning the terms of the tender offers or solicitations may be directed to
Morgan Stanley Dean Witter, the Dealer Manager and Solicitation Agent, at (800)
624-1808. Questions concerning the procedures for tendering notes or requests
for the offering documents or the applicable letter of transmittal may be
directed to D.F. King & Co., Inc., the Information Agent, at (800) 290-6427.
Bankers and brokers should call collect at (212) 269-5550. Questions concerning
the procedures for tendering may also be directed to First Chicago Trust Company
of New York, the Depositary, at (800) 438-0057.
* * *
November 12, 1997
(0325)
Page 7
