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) October 17, 1997
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INTEGON CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 001-10997 13-3559471
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Incorporation) Identification No.)
500 West Fifth Street
Winston-Salem, North Carolina 27152
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(Address of Principal Executive Offices)
(910) 770-2000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former name or former address, if changed since last report.)
Page 1 of 7
Exhibit Index is on Page 4
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Item 5. Other Events
On October 17, 1997, Integon Corporation (the "Company") issued a press
release announcing the closing of the merger pursuant to that certain Agreement
and Plan of Merger of General Motors Acceptance Corporation, IC Purchasing Corp.
and Integon Corporation. A copy of the press release is attached hereto as
Exhibit 99.1
Item 7. Exhibits
(c) Exhibits.
Exhibit Number Description
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99.1 Press Release dated
October 17, 1997 issued
by the Company.
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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
October 17, 1997 By: /s/ Steven C. Andrews
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Date Steven C. Andrews
Executive Vice President &
Chief Operating Officer
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Exhibit Index
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Exhibit Number Description Page No.
- -------------- ----------- --------
99.1 Press Release dated October 17, 1997 5
issued by the Company
Page 4
<PAGE>
Exhibit 99.1
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PRESS RELEASE DATED OCTOBER 17, 1997
ISSUED BY THE COMPANY
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<PAGE>
Integon Corporation
Winston-Salem, NC 27152
Analysts' Contact:
Gay Huntsman (910) 770-8434
Media Contact:
Turner Coley (910) 760-3000
GMAC COMPLETES ACQUISITION OF INTEGON CORPORATION
DETROIT-GMAC (General Motors Acceptance Corporation) today announced
the completion of its acquisition of Integon Corporation (NYSE: IN) for
approximately $528 million plus assumed long-term debt of $250 million. The
merger of Integon with a subsidiary of GMAC was finalized today following
yesterday's approval by Integon stockholders. Holders of Integon's Common
Stock will receive $26 per share in cash. Each share of Integon's $3.875
Convertible Preferred Stock will be convertible on or before November 6,
1997 into a right to receive $68.24 per share in cash. Any shares of
Convertible Preferred Stock not converted will be redeemed on November 11,
1997 at $52.33.
Payments to holders of Integon's Common Stock and Convertible
Preferred Stock will be processed through First Chicago Trust Company of
New York, as paying agent. Holders of Integon's stock will receive payment
through First Chicago Trust Company of New York by properly completing and
signing letters of transmittal provided by First Chicago Trust and
delivering those letters of transmittal with stock certificates to First
Chicago Trust. A mailing from First Chicago Trust is expected early next
week.
"This new association enables GMAC to efficiently enter the
nonstandard automobile insurance market with an extremely competitive mix
of products and services," said Donald P. Redmond, Executive Vice President
of GMAC insurance group. "Capitalizing on Integon's expertise with the
support of GMAC's significant global resources," said Redmond, "will allow
Integon to become an even greater competitor in the nonstandard industry."
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<PAGE>
Redmond, who leads GMAC's personal lines insurance businesses, will
also lead Integon's operations until a new President and Chief Executive
Officer is named.
Integon's extensive distribution channel of independent agents, its
emphasis on customer service, and its product line-up compliments GMAC's
insurance operations led by Motors Insurance Corporation (MIC). With the
acquisition of Integon, the GMAC insurance group now covers the full
spectrum of automobile insurance products.
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. The Company, headquartered in Winston-Salem, North Carolina
will continue to use the Integon name to market its products through its
strong and productive distribution system of approximately 12,500
independent agents in 31 states.
General Motors Acceptance Corporation, a wholly owned subsidiary of
General Motors, is one of the world's largest financial services companies,
with operations in 33 countries around the world. GMAC insurance companies,
led by Motors Insurance Corporation, writes $1.3 billion of premiums
annually and operates in all 50 states and internationally. More
information on GMAC Financial Services is available at
http://www.gmacfs.com.
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