011.129619.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
Schedule 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934
And Rule 13E-4 Thereunder)
INTEGON CAPITAL I
(Name of Issuer)
INTEGON CORPORATION
(Name of Person(s) Filing Statement)
10 3/4% Capital Securities, Series B
(Title of Class of Securities)
45811BAC3
(CUSIP Number of Class of Securities)
Bernard J. Buselmeier
Motors Insurance Corporation
485 West Milwaukee Avenue
Detroit, Michigan 48202
(313) 556-2428
(with copies to)
Edwin D. Mason
Foley & Lardner
330 North Wabash Avenue
Suite 3300
Chicago, Illinois 60611
(312) 755-2532
(Name, Address and Telephone Number of Person Authorized to Received Notices
and Communications on Behalf of the Person(s) Filing Statement)
November 12, 1997
(Date Tender Offer First Published,
Sent or Given to Security Holders)
Calculation of Filing Fee
- - ----------------------------------------------------------- -------------------
Transaction
Valuation* Amount of filing fee
$134,733,000 $26,230
- - -------------------------------------------------------------------------------
* Calculated solely for purposes of determining the filing fee, based upon the
purchase of all of the outstanding Securities at the total consideration of
$1,347.33 per $1,000 liquidation value (including the amount attributable to
any consent payment but excluding any accumulated distributions).
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $26,230 Form or Registration No.: Schedule 13E-4
Filing Party: Integon Corporation Date Filed: November 12, 1997
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Item 9. MATERIALS TO BE FILED AS EXHIBITS
(a)(9) Supplement to Offer to Purchase, dated December 3, 1997.
(a)(10) Press Release, dated December 3, 1997.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in the statement is true, complete and
correct.
December 3, 1997. INTEGON CORPORATION
(Date) By: /s/ Bernard J. Buselmeier
-------------------------
(Signature)
Name: Bernard J. Buselmeier
Title: Executive Vice President
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Exhibit (a)(9)
Supplement to Offer to Purchase and Consent Solicitation Statement
Dated November 12, 1997
INTEGON CORPORATION
Ladies and Gentlemen:
Reference is made to the Offer to Purchase and Consent Solicitation Statement
dated November 12, 1997 (the "Offer to Purchase") and the accompanying Consent
and Letter of Transmittal previously sent to you (together with the Offer to
Purchase, the "Offering Materials") by Integon Corporation, a Delaware
corporation (the "Company"). The Offering Materials contained our offer to
purchase (the "Tender Offer") any and all of the outstanding 10 3/4% Capital
Securities, Series B of Integon Capital I (the "Capital Securities") as well as
a related solicitation of consents (the "Consent Solicitation") for the
consideration as stated in the Offer to Purchase.
The Offering Materials reflected that the expiration date for the Tender Offer
was December 10, 1997 (the "Expiration Time"), whereas the Consent Date (as
defined in the Offer to Purchase, the "Consent Date") for the Consent
Solicitation was November 25, 1997. In addition, the Offering Materials
indicated that payment of the Consent Payment (as defined in the Offer to
Purchase, the "Consent Payment") was payable only for those Capital Securities
for which Consents (as defined in the Offer to Purchase, "Consents") were
delivered and Capital Securities were tendered prior to the Consent Time (as
defined in the Offer to Purchase, the "Consent Time") on the Consent Date. Any
Capital Securities tendered subsequent to the Consent Time on the Consent Date
but prior to the Expiration Time would receive the Tender Offer Consideration
(as defined in the Offer to Purchase), which represented the difference between
the Total Consideration (as defined in the Offer to Purchase, the "Total
Consideration") and the Consent Payment, whereas any holder who tendered Capital
Securities and delivered Consents pursuant to the Consent Solicitation prior to
the Consent Time on the Consent Date would receive the Total Consideration.
Further, the Offering Materials indicated that Consents were revocable only
until the Consent Date. Additionally, the Offering Materials provided that
certain conditions to the Tender Offer were subject to the Company's sole
discretion.
The Consent Solicitation is being amended hereby in the following manner: (i)
the Consent Date has been extended to be the same date as the Expiration Time
(the "Amended Consent Date"); (ii) any holder tendering Capital Securities and
delivering a Consent prior to the Amended Consent Date shall receive the Total
Consideration (including the Consent Payment); (iii) any Consent may be revoked
at any time prior to the Consent Time on the Amended Consent Date; and (iv) any
conditions contained in the Offering Materials that are subject to the Company's
sole discretion shall mean that such conditions are subject to the Company's
reasonable discretion.
All other terms and conditions of the Tender Offer and the Consent Solicitation
remain unchanged. Pursuant to those terms and conditions as well as the amended
terms and conditions contained herein, any tendered Capital Securities may be
withdrawn on or prior to the Expiration Time and any Consents delivered pursuant
to the Consent Solicitation may be revoked on or prior to the Amended Consent
Date.
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 the Consent Solicitation may be made to Morgan
Stanley at (800) 624-1808. Copies of the Offering Materials may be obtained by
calling D.F. King & Co., the Information Agent of the Tender Offer and the
Consent Solicitation, at (800) 290-6424.
December 3, 1997
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Any questions regarding the terms of the Tender Offer and the Consent
Solicitation may be directed to the Dealer Manager.
The Dealer Manager for the Tender Offer and the Solicitation Agent for
the Consent Solicitation is
MORGAN STANLEY DEAN WITTER
Liability Management Group
1585 Broadway, Second Floor
New York, New York 10036
Call Toll-free: (800) 624-1808
Any questions or requests for assistance or additional copies of this
Supplement to the Offer to Purchase, the Offer to Purchase, the Letter of
Transmittal or the Notice of Guaranteed Delivery may be directed to the
Information Agent at the telephone numbers and address listed below. A Holder
may also contact such Holder's broker, dealer, commercial bank, trust company or
nominee for assistance concerning the Tender Offer.
The Information Agent for the Tender Offer is
D.F. KING & CO., INC.
77 Water Street
new York, New York 10005
Toll-Free (800) 290-6427
Banks and brokers may call collect: (212) 269-5550
The Depositary for the Tender Offer is
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By Mail: By Hand Delivery:
First Chicago Trust Company of New York First Chicago Trust Company of New York
Tenders & Exchanges Tenders & Exchanges
P.O. Box 2569 c/o The Depository Trust Company
Suite 4660 55 Water Street
Jersey City, NJ 07303-2569 DTC TAD
Vietnam Veterans Memorial Plaza
New York, NY 10041
By Overnight Courier:
First Chicago Trust Company of New York
Tenders & Exchanges
14 Wall Street
8th Floor
Suite 4680-INT
New York, NY 10005
Facsimile Transmission For Confirmation and/or
(For Eligible Institutions Only) Information Call
201-222-4720 800-438-0057
or
201-222-4721
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Press Release Exhibit (a)(10)
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.
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