INTEGON CORP /DE/
8-K, 1997-12-11
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 11, 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 11, 1997,  Integon  Corporation  (the  "Company")  issued a
press release  announcing the  expiration of tender offers.  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 11, 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 11, 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 11, 1997        5
                     issued by the Company

      



                                     Page 4
<PAGE>

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

                     PRESS RELEASE DATED December 11, 1997
                             ISSUED BY THE COMPANY


                                     Page 5

<PAGE>


                                  Exhibit 99.1
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




                                     Page 6
</TABLE>
<PAGE>




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