INTEGON CORP /DE/
8-K, 1997-12-04
FIRE, MARINE & CASUALTY INSURANCE
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The total number of sequentially numbered pages in this manually signed original
is 6. 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)        December 3, 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 6
                           Exhibit Index is on Page 4
<PAGE>

Item 5.  Other Events

         On December 3, 1997, Integon Corporation (the "Company") issued a press
release   outlining  the  amendments  to  Integon's  Tender  Offer  and  Consent
Solitation. 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
                                                     December 3, 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


  December 3, 1997                    By:      /s/ Bernard J. Buselmeier
  ----------------                             -------------------------
       Date                                    Bernard J. Buselmeier
                                               Executive Vice President, Finance
                                               and Chief Financial Officer





                                     Page 3
<PAGE>


                                 EXHIBIT INDEX
                                 -------------


Exhibit Number                Description                      Page No.
- --------------                -----------                      --------

     99.1            Press Release dated December 3, 1997        5
                     issued by the Company

      



                                     Page 4
<PAGE>

                                  Exhibit 99.1
                                  ------------

                     PRESS RELEASE DATED December 3, 1997
                             ISSUED BY THE COMPANY


                                     Page 5

<PAGE>


                                  Exhibit 99.1
Press Release                                               

                            INTEGON TENDER OFFER AND
                          CONSENT SOLICITATION AMENDED

For Immediate Release

December  3,  1997 --  Integon  Corporation  announced,  effective  immediately,
certain  amendments to its cash tender offer for any and all of the  outstanding
10 3/4%  Capital  Securities,  Series B of  Integon  Capital  I and the  related
consent solicitation commenced on November 12, 1997.  Specifically,  the consent
date of the consent  solicitation  has been  extended  from November 25, 1997 to
December 10, 1997,  the same date as the  expiration  time of the related tender
offer. As a result of the extension,  holders tendering  Capital  Securities and
delivering  consents  on or before  December  10,  1997 will  receive  the total
consideration  available,  which includes a consent  payment.  In addition,  the
extension also allows  tendering  holders to revoke their  previously  delivered
consents  until  that  date so  long  as the  related  tendered  securities  are
concurrently withdrawn.

Morgan Stanley & Co. Incorporated is the dealer manager for the tender offer and
the solicitation  agent for the consent  solicitation.  Questions  regarding the
terms of the tender  offer and consent  solicitation  may be forwarded to Morgan
Stanley at (800)  624-1808.  Copies of the  offering  documents,  including  the
notice of the amendments  described herein, may be obtained by calling D.F. King
& Co. at (800) 290-6424.

This news release is neither an offer to purchase nor a solicitation of an offer
to sell securities.  The tender offer and the consent solicitation are only made
pursuant to the offering documents.



                                     Page 6
<PAGE>


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