UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 7)
-----------------------
INTEGON CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
45810F 10 1
(CUSIP Number)
-----------------------
RICHARD S. BORISOFF, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, N.Y. 10019-6064
TEL. NO.: (212) 373-3153
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
DECEMBER 9, 1996 AND DECEMBER 17, 1996
(Dates of Events which Require Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A Fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 40 Pages
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 2 of 40 Pages
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 2 OF 40 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John C Head III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 31,497
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
566,637
9 SOLE DISPOSITIVE POWER
31,497
10 SHARED DISPOSITIVE POWER
566,637
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
598,134
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14 TYPE OF REPORTING PERSON
IN
- ----- ------------
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 3 of 40 Pages
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 3 OF 40 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Madie Ivy
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 27,133
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
571,001
9 SOLE DISPOSITIVE POWER
27,133
10 SHARED DISPOSITIVE POWER
571,001
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
598,134
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14 TYPE OF REPORTING PERSON
IN
- ----- ------------
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 4 OF 40 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jupiter Industries, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
7 SOLE VOTING POWER
NUMBER OF 2,482,546
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
2,482,546
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,482,546
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8%
14 TYPE OF REPORTING PERSON
CO
- ----- ------------
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 4 of 40 Pages
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 5 OF 40 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jupiter Integon Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7 SOLE VOTING POWER
NUMBER OF 2,469,077
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
2,469,077
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,469,077
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.7%
14 TYPE OF REPORTING PERSON
PN
- ----- ------------
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 6 of 40 Pages
Amendment No. 7 to Schedule 13D
-------------------------------
This statement on 13D filed on April 9, 1992, as amended by Amendment
No. 1 filed on December 2, 1992, Amendment No. 2 filed on December 24, 1992,
Amendment No. 3 filed on January 8, 1993, Amendment No. 4 filed on January 10,
1994, Amendment No. 5 filed on October 13, 1994 and Amendment No. 6 filed on
February 28, 1996 (the "Statement"), relating to the Common Stock, par value
$.01 per share (the "Common Stock"), issued by Integon Corporation (the
"Issuer"), is hereby further amended by this Amendment No. 7 as indicated below.
Unless otherwise indicated, all capitalized terms shall have the same meaning as
provided in the statement.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 7 of 40 Pages
ITEM 1. SECURITY AND ISSUER
Item 1 is hereby amended and restated in its entirety as follows:
-----------------------------------------------------------------
"The securities to which this statement relates are the Common
Stock issued by the Issuer. The principal executive offices of the
Issuer are located at 500 West Fifth Street, Winston-Salem, North
Carolina 27152."
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated to read in its entirety, as
-----------------------------------------------------------------
follows:
- --------
"(a) Pursuant to Rule 13d-1(f)(1) of the Rules and Regulations
of the Securities Exchange Act of 1934, as amended (the "Act"), the
undersigned hereby file this Schedule 13D Statement on behalf of John
C Head III, Madie Ivy, Jupiter Industries, Inc., a Tennessee
corporation ("Jupiter"), and Jupiter Integon Limited Partnership, an
Illinois limited partnership ("Jupiter Partnership") (collectively,
the "Reporting Persons").
The Reporting Persons may be deemed to constitute a "group" for
the purpose of this statement. A copy of the Joint Filing Agreement
among the Reporting Persons is filed herewith as Exhibit XVIII.
(b)-(c)
John C Head III and Madie Ivy
-----------------------------
The principal occupation of Mr. Head and Ms. Ivy is serving as
Managing Members of Head & Company L.L.C., an investment banking firm
specializing in providing advice to insurance companies and related
concerns, and of Head Asset Management L.L.C., an investment advisor
specializing in managing the investment portfolios of insurance
companies and related concerns. Mr. Head became the Chief Executive
Officer of the Issuer on
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 8 of 40 Pages
November 25, 1996. He continues to be the Chairman of the Board of
Directors of the Issuer. The business address of Mr. Head and Ms. Ivy
is 1330 Avenue of the Americas, 12th Floor, New York, NY 10019-5402.
Mr. Head and Ms. Ivy are married.
Jupiter
-------
Jupiter is a privately held Tennessee corporation and has its
principal interests in real estate, insurance, mechanical
construction and gas gathering. The principal business address and
principal office of Jupiter is 919 Michigan Avenue, Suite 550,
Chicago, Illinois, 60611-1689.
Additional information relating to the directors and executive
officers of Jupiter as of January 1, 1997 is set forth on Schedule A
hereto, which is incorporated herein by reference.
Jupiter Partnership
-------------------
Jupiter Partnership is an Illinois limited partnership. The
principal business of Jupiter Partnership is making investments in
the Issuer. The principal business address and principal office of
Jupiter Partnership is 919 North Michigan Avenue, Suite 550, Chicago,
Illinois 60611-1689. Jupiter is the sole general partner of Jupiter
Partnership.
(d) None of the entities or persons identified in this Item 2
has, in the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2,
has, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree
or final order enjoining
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 9 of 40 Pages
future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with
respect to such laws.
(f) All of the natural persons identified in this Item 2 are
citizens of the United States."
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by the addition of the following:
----------------------------------------------------------
"John C Head III became Chief Executive Officer of the Issuer on
November 25, 1996 and he continues to be Chairman of the Board of
Directors of the Issuer. While Mr. Head has no current plans or
proposals to influence the Issuer in connection with any
extraordinary transaction in his capacity as a stockholder, Mr. Head
will review all potential corporate transactions which may arise in
his capacity as Chairman of the Board and Chief Executive Officer of
the Company and accordingly, he will have influence over any such
transaction in such capacity. In addition, the Reporting Persons may
have influence over any such transaction as a result of their
beneficial stock ownership."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
-----------------------------------------------------------------
"(a) The aggregate percentage of shares of Common Stock reported
owned by each person herein is based upon the Issuer's notification
to the Reporting Persons that 15,736,121 shares of Common Stock were
outstanding at the close of business on December 31, 1996.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 10 of 40 Pages
As of the close of business on December 31, 1996:
(i) The Reporting Persons own in the aggregate 3,080,680
shares, which represent approximately 19.5% of the shares of Common
Stock, including 24,569 shares of Common Stock which certain
Reporting Persons have a right to acquire through the conversion of
Convertible Preferred Stock into Common Stock.
(ii) Madie Ivy is the direct beneficial owner of 18,073 shares
of Common Stock. Ms. Ivy is also the direct beneficial owner of 3,452
shares of Convertible Preferred Stock (which are convertible into an
additional 9,060 shares of Common Stock). Ms. Ivy is a general
partner of Heracles Partners, L.P., a Delaware limited partnership
("Heracles"), and Heracles is the general partner of Head Insurance
Investors, L.P., a Delaware limited partnership ("Head Investors"),
which directly owns 502,533 shares of Common Stock. Ms. Ivy may be
deemed, pursuant to Rule 13d-3, to own beneficially such 502,533
shares of Common Stock. Ms. Ivy may also be deemed to own
beneficially 220 shares of Common Stock and 200 shares of Convertible
Preferred Stock (which are convertible into 525 additional shares of
Common Stock) for which she is custodian for her children (the
"Custodial Shares"), 3,950 shares of Common Stock and 1,086 shares of
Convertible Preferred Stock (which are convertible into 2,850
additional shares of Common Stock) owned by trusts for the benefit of
her children, for which she is Trustee (the "Trust Shares"), 12,888
shares of Common Stock and 1,072 shares of Convertible Preferred
Stock (which are convertible into 2,814 additional shares of Common
Stock) through corporations in which she has an interest, and 13,724
shares of Common Stock through a profit sharing plan in
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 11 of 40 Pages
which she has an interest. Further, as she is married to Mr. Head,
Ms. Ivy may be deemed to own beneficially 22,177 shares of Common
Stock and 3,551 shares of Convertible Preferred Stock (which are
convertible into 9,320 additional shares of Common Stock) that are
directly owned by Mr. Head. When all of such shares of Common Stock
are aggregated, Ms. Ivy may be deemed, pursuant to Rule 13d-3, to own
beneficially 598,134 shares, which represent approximately 3.8% of
the shares of Common Stock.
(iii) John C Head III is the direct beneficial owner of 22,177
shares of Common Stock. Mr. Head is also the direct beneficial owner
of 3,551 shares of Convertible Preferred Stock (which are convertible
into an additional 9,320 shares of Common Stock). Mr. Head is a
general partner of Heracles and Heracles is a general partner of Head
Investors, which directly owns 502,533 shares of Common Stock. Mr.
Head may be deemed, pursuant to Rule 13d-3, to own beneficially such
502,533 shares of Common Stock. In addition, Mr. Head may be deemed
to own beneficially 12,888 shares of Common Stock and 1,072 shares of
Convertible Preferred Stock (which are convertible into 2,814
additional shares of Common Stock) through corporations in which he
has an interest, and 13,724 shares of Common Stock held by a profit
sharing plan in which he has an interest. Further, as he is married
to Madie Ivy, for the reasons described above with respect to Ms.
Ivy's beneficial ownership, Mr. Head may be deemed to own
beneficially the Custodial Shares, the Trust Shares, the shares of
Common Stock directly owned by Ms. Ivy and the shares of Common Stock
into which the shares of Convertible Preferred Stock owned by Ms. Ivy
may be converted. When all of such shares are aggregated, Mr. Head
may be deemed, pursuant to
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 12 of 40 Pages
Rule 13d-3, to own beneficially 598,134 shares, which represent
approximately 3.8% of the shares of Common Stock.
(iv) Jupiter Partnership is the direct beneficial owner of
2,469,077 shares of Common Stock, which represent 15.7% of the shares
of Common Stock.
(v) Jupiter is the direct beneficial owner of 13,469 shares of
Common Stock. Because of Jupiter's position as a general partner of
Jupiter Partnership, Jupiter may be deemed, pursuant to Rule 13d-3,
to own beneficially 2,469,077 shares of Common Stock. When all of
such shares are aggregated, Jupiter may be deemed, pursuant to Rule
13d-3, to own beneficially 2,482,546 shares of Common Stock, which
represent approximately 15.8% of the shares of Common Stock.
(b) Mr. Head and Ms. Ivy exercise shared power to vote or to
direct the vote, and shared power to dispose or direct the
disposition, of the 539,504 shares of Common Stock and the 2,358
shares of Convertible Preferred Stock (which are convertible into
6,189 additional shares of Common Stock) beneficially owned by them
that are not owned directly by Ms. Ivy or Mr. Head.
Except as set forth above, each of the Reporting Persons has
sole power to vote or direct the vote and sole power to dispose or
direct the disposition of the shares of Common Stock of which it has
beneficial ownership.
(c) Jupiter Partnership pledged 260,000 shares of the Common
Stock to Bank of America Illinois pursuant to a Pledge Agreement
dated
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 13 of 40 Pages
December 9, 1996, among Jupiter Partnership, Jupiter and Bank of
America Illinois (the "Pledge Agreement").
Jupiter Partnership effected the following sales of Common Stock
through the New York Stock Exchange on the dates specified:
NUMBER OF PRICE
DATE OF SALE SHARES SOLD OF STOCK
------------------------------------------------------
December 13, 1996 15,000 $17.187
December 16, 1996 35,000 $16.66
December 17, 1996 107,329 $16.75
(d) In addition to the Reporting Persons, the limited partners
of Jupiter Partnership may have the right to receive dividends from,
or the proceeds from the sale of, shares of Common Stock. Each of GME
Holdings, Inc., a Delaware corporation, and WJG, Inc., a Delaware
corporation, which are limited partners of Jupiter Partnership and
subsidiaries of Jupiter, have such interests relating to
approximately 7.8% each of the issued and outstanding shares of
Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended by the addition of the following:
----------------------------------------------------------
"On December 9, 1996 Jupiter Partnership pledged 260,000 of its
shares of Common Stock to Bank of America Illinois pursuant to a
Pledge Agreement dated December 9, 1996, among Jupiter Partnership,
Jupiter and Bank of America Illinois."
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 14 of 40 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 8 is hereby amended by the addition of the following:
----------------------------------------------------------
Exhibit XVII Pledge Agreement dated as of December 9, 1996 among Jupiter
Partnership, Jupiter and Bank of America Illinois.
Exhibit XVIII Joint Filing Agreement dated as of January 2, 1997, among John C
Head III, Madie Ivy, Jupiter Industries, Inc. and Jupiter Integon
Limited Partnership.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 15 of 40 Pages
SCHEDULE A
Directors and Executive Officers of
Jupiter Industries, Inc.
DIRECTORS
1. Roy M. Adams
150 East 52nd Street, Suite 2900
New York, NY 10022
Present Principal Occupation or Employment: Attorney at the law firm of
Schiff, Hardin & Waite
2. James E. Dahl
Suite 1125
225 West Washington Boulevard
Chicago, Illinois 60606
Present Principal Occupation or Employment: Attorney at the law firm of
James E. Dahl and Associates
EXECUTIVE OFFICERS
1. George E. Murphy
Jupiter Industries, Inc.
919 North Michigan Avenue, Suite 550
Chicago, IL 60611
Present Principal Occupation or Employment: President of Jupiter
Industries, Inc.
2. Linda Koh
Jupiter Industries, Inc.
919 North Michigan Avenue, Suite 550
Chicago, IL 60611
Present Principal Occupation or Employment: Treasurer and Secretary of
Jupiter Industries, Inc.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 16 of 40 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 2, 1997
/s/ John C Head III
-------------------------
John C Head III
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 17 of 40 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 2, 1997
/s/ Madie Ivy
-------------------------
Madie Ivy
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 18 of 40 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 2, 1997
JUPITER INDUSTRIES, INC.
By: /s/ George E. Murphy
-------------------------
Name: George E. Murphy
Title: President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 19 of 40 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 2, 1997
JUPITER INTEGON LIMITED
PARTNERSHIP
By: Jupiter Industries, Inc.
General Partner
By: /s/ George E. Murphy
-------------------------
Name: George E. Murphy
Title: President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 20 of 40 Pages
Index to Exhibits
Exhibit XVII Pledge Agreement dated as of December 9, 1996, among Jupiter
Partnership, Jupiter and Bank of America Illinois.
Exhibit XVIII Joint Filing Agreement dated as of December 2, 1997, among John C
Head III, Madie Ivy, Jupiter Industries, Inc. and Jupiter Integon
Limited Partnership.
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ______)*
Integon Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
45810F 10 1
- --------------------------------------------------------------------------------
(CUSIP Number)
Albert P. Hand, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York. 10019-6064
Tel. No.: (212) 373-3032
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 13, 1992 and March 23, 1992
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securitites,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 85 Pages.
Exhibit Index is on Page 54.
<PAGE>
SCHEDULE 13D
CUSIP No. 45810F 10 1 Page 2 of 85 Pages
-------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INTEGON LIFE INSURANCE CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 (SEE ITEM 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NORTH CAROLINA
7 SOLE VOTING POWER
NUMBER OF 573,934
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
573,934
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
573,934
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON
CO, IC
- -------- --------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 45810F 10 1 Page 3 of 85 Pages
-------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integon Financial Life Insurance Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
7 SOLE VOTING POWER
NUMBER OF 573,934
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
573,934
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
573,934
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON
CO, IC
- -------- --------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 45810F 10 1 Page 4 of 85 Pages
-------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integon Life Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 573,934
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
573,934
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
573,934
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON
CO, HC
- -------- --------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 45810F 10 1 Page 5 of 85 Pages
-------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Head Asset Management L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 573,934
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
573,934 (See Item 5)
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
573,934 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON
PN, IA
- -------- --------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 45810F 10 1 Page 6 of 85 Pages
-------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integon Partners II L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 573,934
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
573,934
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
573,934
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON
PN
- -------- --------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 45810F 10 1 Page 7 of 85 Pages
-------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integon Life Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 573,934
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
573,934
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
573,934
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON
PN
- -------- --------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 45810F 10 1 Page 8 of 85 Pages
-------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integon Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 7,625,000
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
7,625,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,625,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.8%
14 TYPE OF REPORTING PERSON
PN
- -------- --------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 45810F 10 1 Page 9 of 85 Pages
-------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Head Insurance Investors L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
8,198, 934 (See Item 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
8,198,934 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,198,934 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4%
14 TYPE OF REPORTING PERSON
PN
- -------- --------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 45810F 10 1 Page 10 of 85 Pages
-------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heracles Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
8,198,934 (See Item 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
8,198,934 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,198,934 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4%
14 TYPE OF REPORTING PERSON
PN
- -------- --------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 45810F 10 1 Page 11 of 85 Pages
-------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John C Head III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, with respect to the shares listed in rows 7 and 9; not
applicable with respect to the shares listed in rows 8 and
10.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF 2,500
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
8,198,934 (See Item 5)
9 SOLE DISPOSITIVE POWER
576,434 (See Item 5)
10 SHARED DISPOSITIVE POWER
8,198,934 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,201,434 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.5%
14 TYPE OF REPORTING PERSON
IN
- -------- --------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 45810F 10 1 Page 12 of 85 Pages
-------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Madie Ivy
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, with respect to the shares listed in rows 7 and 9; not
applicable with respect to the shares listed in rows 8 and
10.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF 2,500
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
8,198,934 (See Item 5)
9 SOLE DISPOSITIVE POWER
576,434 (See Item 5)
10 SHARED DISPOSITIVE POWER
8,198,934 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,201,434 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.5%
14 TYPE OF REPORTING PERSON
IN
- -------- --------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 45810F 10 1 Page 13 of 85 Pages
-------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jupiter Industries, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
8,198,934 (See Item 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
8,198,934 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,198,934 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4%
14 TYPE OF REPORTING PERSON
CO
- -------- --------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 45810F 10 1 Page 14 of 85 Pages
-------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jerrold Wexler
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
8,198,934 (See Item 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
8,198,934 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,198,934 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4%
14 TYPE OF REPORTING PERSON
IN
- -------- --------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 45810F 10 1 Page 15 of 85 Pages
-------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward W. Ross
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
8,198,934 (See Item 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
8,198,934 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,198,934 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4%
14 TYPE OF REPORTING PERSON
IN
- -------- --------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 16 of 85 Pages
Item 1. Security and Issuer.
-------------------
This statement relates to the Common Stock, par value $.01 per
share (the "Common Stock"), issued by Integon Corporation (the "Issuer"). The
shares of Common Stock reported in this statement include 573,934 shares of
Common Stock which have been issued upon the exercise of certain warrants (the
"Warrants"). The principal executive offices of the Issuer are located at 500
West Fifth Street, Winston-Salem, North Carolina 27152.
Item 2. Identity and Background.
-----------------------
(a) Pursuant to Rule 13d-1(f)(1) of the Rules and Regulations
of the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned
hereby file this Schedule 13D Statement on behalf of Integon Life Insurance
Corporation, a North Carolina corporation ("ILIC"), Integon Financial Life
Insurance Corporation, a North Carolina corporation ("IFLIC"), Integon Life
Corporation, a Delaware corporation ("ILC"), Head Asset Management L.P., a
Delaware limited partnership ("Head Management"), Integon Partners II L.P., a
Delaware limited partnership ("Integon Partners II"), Integon Life Partners
L.P., a Delaware limited partnership ("Life Partners"), Integon Partners L.P., a
Delaware limited partnership ("Integon Partners"), Head Insurance Investors
L.P., a Delaware limited partnership ("Head Investors"), Heracles Partners L.P.,
a Delaware
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 17 of 85 Pages
limited partnership ("Heracles"), John C Head III, Madie Ivy, Jupiter
Industries, Inc., a Tennessee corporation ("Jupiter"), Jerrold Wexler and Edward
W. Ross (collectively, the "Reporting Persons").
The Reporting Persons may be deemed to constitute a "group"
for the purpose of this statement. A copy of the Joint Filing Agreement among
the Reporting Persons is filed herewith as Exhibit I.
(a) - (b)
ILIC, IFLIC and ILC
-------------------
ILIC and IFLIC are North Carolina corporations, and ILC is a
Delaware corporation. ILIC's and IFLIC's principal business is the underwriting
and marketing of life insurance. ILC is a holding company whose principal direct
subsidiary is IFLIC. The principal business address of ILIC, IFLIC and ILC,
which also is the location of their principal offices, is 500 West Fifth Street,
Winston-Salem, North Carolina 27152. Information relating to the directors and
executive officers of ILIC, IFLIC and ILC as of March 31, 1992 is set forth on
Schedules A, B and C hereto, which are incorporated herein by reference.
Head Management
---------------
Head Management, a Delaware limited partnership, is an
investment advisor specializing in managing the investment portfolios of
insurance companies and related
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 18 of 85 Pages
concerns. The principal business address and office of Head Management is 545
Madison Avenue, 6th Floor, New York, New York 10022. Mr. Head and Ms. Ivy are
the general partners of Head Management.
Integon Partners II, Life Partners
and Integon Partners
----------------------------------
Integon Partners II, Life Partners and Integon Partners are
Delaware limited partnerships. The principal business of Integon Partners II is
holding the stock of ILC and certain other companies. The principal business of
Life Partners is acting as the general partner of Integon Partners II. The
principal business of Integon Partners is holding shares of Common Stock of the
Issuer.
The principal business address and office of Integon Partners
II, Life Partners and Integon Partners is 545 Madison Avenue, 6th Floor, New
York, New York 10022.
Life Partners is the sole general partner of Integon Partners
II. Head Investors and Jupiter are the general partners of Life Partners and
Integon Partners.
Head Investors and Heracles
---------------------------
Head Investors and Heracles are Delaware limited partnerships.
The principal business of Head Investors is to make specific and designated
investments in companies in the insurance industry and in businesses related
thereto. The principal business of Heracles is acting as the general
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 19 of 85 Pages
partner of Head Investors and certain affiliates of Head Investors. The
principal business address and principal office of Head Investors and Heracles
is 545 Madison Avenue, 6th Floor, New York, New York 10022. Heracles is the sole
general partner of Head Investors. The general partners of Heracles are John C
Head III and Madie Ivy.
John C Head III and Madie Ivy
-----------------------------
The principal occupation of Mr. Head and Ms. Ivy
is serving as general partners of Heracles, Head Management, and of John Head &
Partners L.P., an investment banking firm specializing in providing advice to
insurance companies and related concerns.
The business address of Mr. Head and Ms. Ivy is 545 Madison
Avenue, 6th Floor, New York, New York 10022.
Mr. Head is married to Ms. Ivy.
Jupiter, Jerrold Wexler and Edward W. Ross
------------------------------------------
Jupiter is a Tennessee corporation with operating
divisions or investments in diverse industries such as transportation,
construction, engineering, oil and gas and real estate. Mr. Wexler is the
Chairman of Jupiter and Mr. Ross is the Vice Chairman and President. The
principal business address and principal office of Jupiter, as well as the
business address for Messrs. Ross and Wexler, is
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 20 of 85 Pages
919 North Michigan Avenue, Suite 1500, Chicago, Illinois
60611.
Information relating to the directors and executive officers
of Jupiter as of March 31, 1992 is set forth on Schedule D hereto, which is
incorporated herein by reference.
(d) None of the entities or persons identified in this Item 2
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2
has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this
Item 2 are citizens of the United States of America.
Item 3. Source and Amount of Funds or other
Consideration.
-----------------------------------
ILIC acquired the Warrants on February 13, 1992 for an
aggregate purchase price of $8,190,038.18, and paid $0.76 to the Issuer upon its
exercise of the Warrants on
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 21 of 85 Pages
March 17, 1992. ILIC's available operating cash flow was its source of funds for
such transactions.
Integon Partners, which has owned its shares of common stock
of the Issuer since 1990, purchased such interest with its partnership funds.
The shares of Common Stock purchased by the natural persons
and trusts listed on Schedule E, which is incorporated herein by reference, were
purchased with personal funds.
Item 4. Purpose of Transaction.
----------------------
Before the Issuer's initial public offering of shares of its
Common Stock (the "Public Offering"), the closing of which was held on February
13, 1992, Integon Partners was the sole holder of outstanding shares of the
Issuer's common stock, and certain banks (the "Banks") held the Warrants.
The Issuer and ILC entered into agreements with the Banks
whereby ILC or one of its affiliates would purchase the Warrants upon the
closing of the Public Offering. ILIC purchased the Warrants pursuant to such
agreements. ILIC purchased the Warrants for investment and with the knowledge
that its affiliates (who are Reporting Persons herein) already controlled the
Issuer. ILIC exercised the Warrants so that the shares of Common Stock
underlying the Warrants would be considered an "admitted
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 22 of 85 Pages
asset" on ILIC's financial statements in accordance with North Carolina
insurance law.
The shares of Common Stock purchased by the natural persons
and trusts listed on Schedule E, which is incorporated herein by reference, were
purchased for investment purposes. The Reporting Persons may, and reserve the
right to, buy additional shares or to sell some or all of their holdings in the
open market or in one or more privately negotiated transactions under
appropriate circumstances.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) The aggregate percentage of shares of Common Stock
reported owned by each person herein is based upon 15,634,785 shares of
outstanding Common Stock of the Issuer.
As of the close of business on March 31, 1992:
(i) The Reporting Persons own in the
aggregate 8,201,434 shares, which represent approximately 52.5% of the shares of
Common Stock.
(ii) ILIC is the direct beneficial owner,
for the purposes of Rule 13d-3, of 573,934 shares of the Common Stock, which
represent approximately 3.7% of the shares of Common Stock.
(iii) As the sole stockholder of ILIC, IFLIC
may, pursuant to Rule 13d-3, be deemed to own beneficially
573,934 shares of Common Stock, which represent
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 23 of 85 Pages
approximately 3.7% of the shares of Common Stock. As the sole stockholder of
IFLIC, ILC may be deemed to own beneficially such shares. In addition, Integon
Partners II, as the sole stockholder of ILC, may be deemed to own beneficially
such shares, and Life Partners, because of its position as the sole general
partner of Integon Partners II, may be deemed to own beneficially such shares.
(iv) ILC and Head Management are parties to
an Investment Advisory Agreement dated as of February 13, 1992, pursuant to
which Head Management serves as the investment manager with respect to (among
other assets) the securities in the investment portfolios of ILC and its
subsidiaries. Under such agreement, Head Management has investment power over
the shares of Common Stock held by ILIC, and therefore may, pursuant to Rule
13d-3, be deemed to own beneficially 573,934 shares of Common Stock, which
represent approximately 3.7% of the shares of Common Stock. Head Management
disclaims beneficial ownership of such shares. (See Item 6 of this statement for
a more complete description of such agreement.)
(v) James T. Lambie, a Director of ILC and
of the Issuer, and the President of the Issuer, is the direct beneficial owner
of 35,851 shares of the Common Stock, which represent approximately 0.2% of the
shares of Common Stock.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 24 of 85 Pages
(vi) Integon Partners is the direct
beneficial owner of 7,625,000 shares of the Common Stock, which represent
approximately 48.8% of the shares of Common Stock.
(vii) Because of their positions as the
general partners of Integon Partners, Head Investors and Jupiter may, pursuant
to Rule 13d-3, be deemed to own beneficially the 7,625,000 shares of the Common
Stock held by Integon Partners. In addition, because of their positions as the
general partners of Life Partners, Head Investors and Jupiter may be deemed to
own beneficially the 573,934 shares of Common Stock held by ILIC. Therefore,
Head Investors and Jupiter may each be deemed to own beneficially 8,198,934
shares, which represent approximately 52.4% of the shares of Common Stock.
Except to the extent of their proportionate interests in Integon Partners and
Life Partners, Head Investors and Jupiter disclaim beneficial ownership of such
shares.
(viii) Because of its position as the
general partner of Head Investors, Heracles may, pursuant to Rule 13d-3, be
deemed to own beneficially 8,198,934 shares, which represent approximately 52.4%
of the shares of Common Stock. Except to the extent of its interest in Head
Investors, Heracles disclaims beneficial ownership of such shares.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 25 of 85 Pages
(ix) As controlling persons of Jupiter, each
of Jerrold Wexler and Edward W. Ross may, pursuant to Rule 13d-3, be deemed to
own beneficially 8,198,934 shares, which represent approximately 52.4% of the
shares of Common Stock. Except to the extent of their interests in Jupiter,
Messrs. Wexler and Ross disclaim beneficial ownership of such shares.
(x) Ms. Ivy is the direct beneficial owner
of 1,000 shares of Common Stock. Because of her position as a general partner of
Heracles, Ms. Ivy may, pursuant to Rule 13d-3, be deemed to own beneficially
8,198,934 shares of Common Stock. In addition, Ms. Ivy may be deemed to own
beneficially 200 shares for which she is custodian for her children (the
"Custodial Shares") and 200 shares owned by trusts for the benefit of her
children, for which she is Trustee (the "Trust Shares"). Further, as she is
married to Mr. Head, Ms. Ivy may be deemed to own beneficially the 1,100 shares
directly owned by Mr. Head. When all of such shares are aggregated pursuant to
Rule 13d-3, Ms. Ivy may be deemed to own beneficially 8,201,434 shares, which
represent approximately 52.5% of the shares of Common Stock. Except to the
extent of her interests in Heracles and Head Management, Ms. Ivy disclaims
beneficial ownership of the shares held by Integon Partners and ILIC.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 26 of 85 Pages
(xi) John C Head III is the direct
beneficial owner of 1,100 shares of Common Stock. Because of his position as a
general partner of Heracles, Mr. Head may be deemed to own beneficially
8,198,934 shares of Common Stock. Further, as he is married to Madie Ivy, and
for the reasons described above with respect to Ms. Ivy's beneficial ownership,
Mr. Head may be deemed to own beneficially the shares directly owned by Ms. Ivy,
the Custodial Shares and the Trust Shares. When all such shares are aggregated
pursuant to Rule 13d-3, Mr. Head may be deemed to own 8,201,434 shares, which
represent approximately 52.5% of the shares of Common Stock. Except to the
extent of his interests in Heracles and Head Management, Mr. Head disclaims
beneficial ownership of the shares held by Integon Partners and ILIC.
(b) Head Investors, Heracles, Mr. Head and Ms. Ivy, on the one
hand, and Jupiter and its controlling persons Jerrold Wexler and Edward W. Ross,
on the other hand, exercise shared power to vote or to direct the vote, and
shared power to dispose or direct the disposition, of the 8,198,934 shares of
Common Stock beneficially owned by them through their respective general partner
interests in Integon Partners and Life Partners. In addition, as between
themselves, Mr. Head and Ms. Ivy exercise shared power to vote or to direct the
vote, and shared power to dispose or
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 27 of 85 Pages
direct the disposition, of shares of Common Stock beneficially owned by them
through their respective general partner interests in Heracles and Head
Management. Moreover, Mr. Wexler and Mr. Ross exercise shared power to vote or
to direct the vote, and shared power to dispose or direct the disposition, of
shares of Common Stock beneficially owned by them through their respective
controlling interests in Jupiter, and through their positions as members of
Jupiter's Board of Directors.
Except as set forth above, each of the Reporting Persons has
sole power to vote or direct the vote and sole power to dispose or direct the
disposition of the shares of Common Stock of which it has beneficial ownership.
(c) Transactions in the shares of Common Stock during the past
60 days by the persons named in response to paragraph (a) above are described in
Schedule E hereto, which is incorporated herein by reference.
(d) In addition to the Reporting Persons, the limited partners
of each of Integon Partners, Integon Partners II, Life Partners, Head Investors
and Heracles may have the right to receive dividends from, or the proceeds from
the sale of, the shares of the Common Stock. Jupiter Integon Limited
Partnership, an Illinois limited partnership ("Jupiter Partnership"), which is a
limited partner of Integon Partners, has such an interest relating to
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 28 of 85 Pages
approximately 24.3% of the issued and outstanding shares of the Common Stock,
and two limited partners of Jupiter Partnership that are subsidiaries of Jupiter
each have such interests relating to approximately 12.1% of the issued and
outstanding shares of Common Stock. Additionally, a limited partner of Head
Investors has such an interest relating to approximately 5.3% of the issued and
outstanding shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
--------------------------------------------------------
Pursuant to Amendment No. 2 to Amended and Restated Agreement
of Limited Partnership of Integon Partners L.P., dated March 2, 1991, which is
filed herewith as Exhibit II and is incorporated herein by reference, the
general partners of Integon Partners have entered into an agreement concerning
the nomination and election of directors of the Issuer.
ILC and Head Management are parties to an Investment Advisory
Agreement dated as of February 13, 1992, a copy of which is filed herewith as
Exhibit III and is incorporated herein by reference, pursuant to which Head
Management serves as the investment manager with respect to (among other assets)
the securities in the investment portfolios of ILC and its subsidiaries. Under
the
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 29 of 85 Pages
agreement, Head Management acts as agent and attorney-in-fact with respect to
the assets covered by the agreement, having the power, without prior
consultation with ILC and at the risk of ILC, to buy, sell, exchange, convert,
tender and otherwise trade in bonds, securities and any other investments,
subject to certain investment guidelines. The Warrants held by ILIC are among
the assets managed by Head Management under such agreement. Head Management
receives the investment advisory fees set forth in such agreement in return for
its services.
Pursuant to an Option Agreement dated as of March 31, 1992,
among Jupiter Partnership, Jupiter and Mr. Ross, which is filed herewith as
Exhibit IV and is incorporated herein by reference, Jupiter Partnership has
granted to Mr. Ross an option to purchase 571,875 shares of Common Stock, which
shares are presently held by Integon Partners (the "Option Shares"). Mr. Ross
may exercise his option at any time during the period commencing on August 5,
1992 and expiring on August 5, 1995. Mr. Ross must give Jupiter and Jupiter
Partnership notice of exercise of his option, and the closing date for the
purchase is to be not more than thirty days or less than ten days from the date
of such notice. Jupiter Partnership has agreed to use its best efforts either to
amend the Integon Partners partnership agreement to provide for a distribution
of the Option Shares
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 30 of 85 Pages
to Jupiter Partnership at the closing for Mr. Ross's purchase in order to enable
Jupiter Partnership to deliver the Option Shares to Mr. Ross, or to obtain from
Integon Partners an agreement to transfer the Option Shares to Mr. Ross at the
closing. In addition, pursuant to such agreement, in the event Mr. Ross
exercises his option and Jupiter Partnership is unable to deliver or cause the
delivery of the Option Shares to Mr. Ross, Jupiter Partners shall cause Integon
Partners to be dissolved as a partnership in order to cause the necessary
distribution of the Option Shares to Jupiter Partnership. In addition, such
agreement provides that if Jupiter Partners becomes obligated to cause Integon
Partners to be dissolved or to effect a partial distribution, Jupiter shall take
such action as shall be necessary to effect such dissolution or distribution.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit I -- Joint Filing Agreement dated as of March 31,
1992, among ILIC, IFLIC, ILC, Integon Partners II, Life Partners, Integon
Partners, Head Investors, Heracles, John C Head III, Madie Ivy, Jerrold Wexler,
Edward W. Ross and Head Management.
Exhibit II -- Amendment No. 2 to Amended and Restated
Agreement of Limited Partnership of Integon Partners L.P., dated March 2, 1991,
among Head Investors and
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 31 of 85 Pages
Jupiter, as general partners, and Head Investors, Jupiter
Partnership, Heracles Partners III L.P. and John Head &
Partners Profit Sharing Plan, as limited partners.
Exhibit III -- Investment Advisory Agreement dated as of
February 13, 1992, between ILC and Head Management.
Exhibit IV -- Option Agreement dated as of
March 31, 1992 among Jupiter Partnership, Jupiter and
Edward W. Ross.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 32 of 85 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 31, 1992
INTEGON LIFE INSURANCE CORPORATION
By:/s/ Mark W. Shartle
---------------------------------
Name: Mark W. Shartle
Title: Executive Vice President
and Chief Financial
Officer
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 33 of 85 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 31, 1992
INTEGON FINANCIAL LIFE INSURANCE
CORPORATION
By:/s/ Mark W. Shartle
---------------------------------
Name: Mark W. Shartle
Title: Senior Vice President
and Chief Financial
Officer
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 34 of 85 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 31, 1992
INTEGON LIFE CORPORATION
By:/s/ Mark W. Shartle
---------------------------------
Name: Mark W. Shartle
Title: Senior Vice President and
Chief Financial Officer
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 35 of 85 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 31 , 1992
HEAD ASSET MANAGEMENT L.P.
By: /s/ Madie Ivy
---------------------------------
Madie Ivy
General Partner
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 36 of 85 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 31, 1992
INTEGON PARTNERS II L.P.
By: Integon Life Partners L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By: /s/ John C Head III
---------------------
John C Head III
General Partner
By: Jupiter Industries, Inc.
General Partner
By: /s/ Edward W. Ross
---------------------
Edward W. Ross
President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 37 of 85 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 31, 1992
INTEGON LIFE PARTNERS L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By: /s/ John C Head III
--------------------
John C Head III
General Partner
By: Jupiter Industries, Inc.
General Partner
By: /s/ Edward W. Ross
-------------------
Edward W. Ross
President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 38 of 85 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 31, 1992
INTEGON PARTNERS L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By: /s/ John C Head III
-----------------------
John C Head III
General Partner
By: Jupiter Industries, Inc.
General Partner
By: /s/ Edward W. Ross
-----------------------
Edward W. Ross
President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 39 of 85 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 31, 1992
HEAD INSURANCE INVESTORS L.P.
By: Heracles Partners L.P.
General Partner
By: /s/ John C Head III
------------------------------
John C Head III
General Partner
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 40 of 85 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 31, 1992
HERACLES PARTNERS L.P.
By:/s/ John C Head III
-----------------------
John C Head III
General Partner
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 41 of 85 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 31, 1992
/s/ John C Head III
-----------------------
John C Head III
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 42 of 85 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 31, 1992
/s/ Madie Ivy
-----------------------
Madie Ivy
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 43 of 85 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 31, 1992
JUPITER INDUSTRIES, INC.
By: /s/ Edward W. Ross
------------------------
Edward W. Ross
President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 44 of 85 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 31, 1992
/s/ Jerrold Wexler
--------------------------
Jerrold Wexler
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 45 of 85 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 31, 1992
/s/ Edward W. Ross
--------------------------
Edward W. Ross
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 46 of 85 Pages
SCHEDULE A
Directors and Executive Officers of Integon
Life Insurance Corporation ("ILIC")/1/
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION OR
NAME BUSINESS ADDRESS EMPLOYMENT
- ---- ---------------- ----------
DIRECTORS
---------
<S> <C> <C>
Walter B. Colvin 500 West Fifth St. Acting President of
Winston-Salem, N.C. 27152 ILIC. See also
--------
Schedules B and C.
Sam H. Dorsett, 500 West Fifth St. Vice President,
Jr. Winston-Salem, N.C. 27152 General Counsel and
Secretary of ILIC.
See also Schedule
B.
Mark W. Shartle 500 West Fifth St. Executive Vice
Winston-Salem, N.C. 27152 President and Chief
Financial Officer
of ILIC. See also
Schedules B and C.
ADDITIONAL
EXECUTIVE
OFFICERS
--------
Barry Bradshaw 500 West Fifth St. Senior Vice
Winston-Salem, N.C. 27152 President and Chief
Marketing Officer
of ILIC.
Robert H. Hudson 500 West Fifth St. Executive Vice
Winston-Salem, N.C. 27152 President Credit
Operations of ILIC
and President of
Georgia
International Life
Insurance Company.
</TABLE>
- --------
/1/ Joe D. Heusi served as Director, President and Chief
Executive Officer of ILIC until his resignation on
February 28, 1992.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 47 of 85 Pages
SCHEDULE B
Directors and Executive Officers of Integon
Financial Life Insurance Corporation ("IFLIC")/2/
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION OR
NAME ADDRESS EMPLOYMENT
- ---- ------- -------------
<S> <C> <C>
Walter B. Colvin 500 West Fifth St. Acting President of
Winston-Salem, N.C. 27152 IFLIC. See also
Schedules A and C.
Sam H. Dorsett, 500 West Fifth St. Vice President,
Jr. Winston-Salem, N.C. 27152 General Counsel and
Secretary of IFLIC.
See also Schedule
A.
Mark W. Shartle 500 West Fifth St. Senior Vice
Winston-Salem, N.C. 27152 President and Chief
Financial Officer
of IFLIC. See also
Schedules A and C.
</TABLE>
- --------
/2/ Joe D. Heusi served as Director, President and Chief
Executive Officer of IFLIC until his resignation on
February 28, 1992.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 48 of 85 Pages
SCHEDULE C
Directors and Executive Officers of Integon
Life Corporation ("ILC")
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION OR
NAME BUSINESS ADDRESS EMPLOYMENT
- ---- ---------------- ----------
<S> <C> <C>
Walter B. Colvin 500 West Fifth St. Acting President of
Winston-Salem, N.C. ILC. See also
27152 Schedules A and B.
John C Head III 545 Madison Avenue Partner of John Head
New York, N.Y. 10022 & Partners L.P., Head
Asset Management L.P.,
and Heracles Partners
L.P., Vice Chairman
of ILC and Chairman
of Integon Corporation.
Madie Ivy 545 Madison Avenue Partner of John Head
New York, N.Y. 10022 & Partners L.P., Head
Asset Management
L.P., and Heracles
Partners L.P.
Charles H. Jamison 919 North Michigan Executive Vice
Avenue President of Jupiter
Suite 1500 Industries, Inc. and
Chicago, Illinois Vice President of
60611 ILC.
James T. Lambie 500 West Fifth St. President of Integon
Winston-Salem, N.C. Corporation.
27152
Edward W. Ross 919 North Michigan Vice Chairman of
Avenue Jupiter Industries,
Suite 1500 Inc., Chairman of ILC
Chicago, Illinois and Vice Chairman of
60611 Integon Corporation.
Mark W. Shartle 500 West Fifth St. Senior Vice President
Winston-Salem, N.C. and Chief Financial
27152 Officer of ILC. See
also Schedules A and
B.
</TABLE>
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 49 of 85 Pages
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION OR
NAME BUSINESS ADDRESS EMPLOYMENT
- ---- ---------------- ----------
<S> <C>
Candace L. Straight 545 Madison Avenue Investment banker at
6th Floor the firm of John Head
New York, N.Y. 10022 & Partners L.P.
Dennis M. Troha 4316 39th Avenue President of Jupiter
Kenosha, Wisconsin Corp. Transportation
53144 System.
</TABLE>
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 50 of 85 Pages
SCHEDULE D
Directors and Executive Officers of
Jupiter Industries, Inc.
("Jupiter")
<TABLE>
<CAPTION>
PRESENT
PRINCIPAL
OCCUPATION OR
NAME BUSINESS ADDRESS EMPLOYMENT
- ---- ---------------- ----------
DIRECTORS
---------
<S> <C> <C>
Leonard W. Golan Suite 2315 Attorney at the
Three First National Plaza law firm of
Chicago, Illinois 60602 Leonard W.
Golan, Ltd.
Charles H. Jamison 919 North Michigan Avenue Executive Vice
Suite 1500 President of
Chicago, Illinois 60611 Jupiter.
Howard Koven One IBM Plaza Attorney at the
Chicago, Illinois 60611 law firm of
Jenner & Block.
Philip Rootberg 250 South Wacker Drive Certified Public
Suite 800 Accountant at
Chicago, Illinois 60606 the firm of
Philip Rootberg
& Company--
Certified Public
Accountants, and
Vice President
of Jupiter.
Edward W. Ross 919 North Michigan Avenue Vice Chairman
Suite 1500 and President of
Chicago, Illinois 60611 Jupiter.
Donald A. Smith 919 North Michigan Avenue President of
Suite 1500 Jupiter Realty
Chicago, Illinois 60611 Corporation.
Jerrold Wexler 919 North Michigan Avenue Chairman of
Suite 1500 Jupiter.
Chicago, Illinois 60611
</TABLE>
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 51 of 85 Pages
<TABLE>
<CAPTION>
PRESENT
PRINCIPAL
OCCUPATION OR
NAME BUSINESS ADDRESS EMPLOYMENT
- ---- ---------------- ----------
ADDITIONAL
EXECUTIVE
OFFICERS
--------
<S> <C> <C>
Robert W. Berliner, 919 North Michigan Avenue Secretary and
Jr. Suite 1500 General Counsel
Chicago, Illinois 60611 of Jupiter and
of Jupiter
Realty
Corporation.
George E. Murphy 919 North Michigan Avenue Vice President
Suite 1500 and Chief
Chicago, Illinois 60611 Financial
Officer of
Jupiter.
John Starcevich 919 North Michigan Avenue Treasurer of
Suite 1500 Jupiter.
Chicago, Illinois 60611
</TABLE>
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 52 of 85 Pages
SCHEDULE E
Transactions in Shares of Common Stock
--------------------------------------
The following chart sets forth the transactions in shares of
Common Stock by the persons named in Item 5(a). Except as otherwise indicated,
all shares were purchased from the underwriters of the Public Offering.
<TABLE>
<CAPTION>
TYPE OF NO. OF PRICE
SECURITY SHARES PER
IDENTITY OF PURCHASER DATE PURCHASED PURCHASED SHARE/1/
- --------------------- ---- --------- --------- -----
<S> <C> <C> <C> <C>
Madie Ivy 2/6/92 Common 1,000 15.25
Stock
John C Head III 2/6/92 Common 1,000 15.25
Stock
John C Head III Trust
dated 10/2/84 FBO
Charles Robert Ivy Head 2/6/92 Common 100 15.25
Stock
John C Head III Trust
dated 4/1/83 FBO John C
Head IV 2/6/92 Common 100 15.25
Stock
Madie Ivy, as custodian
for Charles Robert Ivy
Head 2/6/92 Common 100 15.25
Stock
Madie Ivy, as custodian
for John C Head IV 2/6/92 Common 100 15.25
Stock
</TABLE>
- --------
/1/ Includes brokerage commissions except as otherwise
indicated.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 53 of 85 Pages
<TABLE>
<CAPTION>
TYPE OF NO. OF PRICE
SECURITY SHARES PER
IDENTITY OF PURCHASER DATE PURCHASED PURCHASED SHARE
- --------------------- ---- --------- --------- -----
<S> <C> <C> <C> <C>
John C Head III 2/7/92 Common 100 15.50 /2/
Stock
ILIC 2/13/92 Warrants 573,934 14.27 /3/
ILIC 3/23/92 Common 573,934 N/A /4/
Stock
(issued
upon
exercise
of the
Warrants)
Mark W. Shartle 3/27/92 Common 300 16.87 /2/
Stock
</TABLE>
- --------
/2/ Purchased on New York Stock Exchange.
/3/ Purchased directly from the Banks, as described in
Item 4. No commissions were payable with respect to
such purchases.
/4/ ILIC paid an aggregate of $0.76 to the Issuer in
connection with its exercise of the Warrants.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 54 of 85 Pages
Index to Exhibits
-----------------
Page No. in
Sequential
Numbering
Exhibit System
- ------- ------
I Joint Filing Agreement dated 55
as of March 31, 1992, among
ILIC, IFLIC, ILC, Head
Management, Integon
Partners II, Life Partners,
Integon Partners, Head
Investors, Heracles, John C
Head III, Madie Ivy, Jerrold
Wexler and Edward W. Ross.
II Amendment No. 2 to Amended and 61
Restated Agreement of Limited
Partnership of Integon
Partners L.P., dated March 2,
1991, among Head Investors and
Jupiter, as general partners, and
Head Investors, Jupiter
Partnership, Heracles Partners III
L.P. and John Head & Partners
Profit Sharing Plan, as limited
partners.
III Investment Advisory Agreement 66
dated as of February 13, 1992,
between ILC and Head
Management.
IV Option Agreement dated as of 76
March 31, 1992 among Jupiter
Partnership, Jupiter and
Edward W. Ross.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 55 of 85 Pages
EXHIBIT I
JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a statement on Schedule 13D (including amendments
thereto) with respect to the Common Stock, par value $.01 per share, of Integon
Corporation, a Delaware corporation.
This Agreement may be executed in counterparts, each of which
taken together shall constitute one and the same instrument.
Dated: March 31, 1992
INTEGON LIFE INSURANCE CORPORATION
By: /s/ Mark W. Shartle
-----------------------------------
Name: Mark W. Shartle
Title: Executive Vice President
and Chief Financial Officer
INTEGON FINANCIAL LIFE INSURANCE
CORPORATION
By: /s/ Mark W. Shartle
-----------------------------------
Name: Mark W. Shartle
Title: Senior Vice President and
Chief Financial Officer
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 56 of 85 Pages
INTEGON LIFE CORPORATION
By: /s/ Mark W. Shartle
-------------------------------------
Name: Mark W. Shartle
Title: Senior Vice President and
Chief Financial Officer
INTEGON PARTNERS II L.P.
By: Integon Life Partners L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By:
---------------------------
John C Head III
General Partner
By: Jupiter Industries, Inc.
General Partner
By:
--------------------------
Edward W. Ross
President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 57 of 85 Pages
INTEGON LIFE CORPORATION
By:
Name: Mark W. Shartle
Title: Senior Vice President and
Chief Financial Officer
INTEGON PARTNERS II L.P.
By: Integon Life Partners L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By: /s/ John C Head III
--------------------
John C Head III
General Partner
By: Jupiter Industries, Inc.
General Partner
By: /s Edward W. Ross
--------------------
Edward W. Ross
President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 58 of 85 Pages
INTEGON LIFE PARTNERS L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By: /s/ John C Head III
-------------------------------
John C Head III
General Partner
By: Jupiter Industries, Inc.
General Partner
By: /s/ Edward W. Ross
------------------------------
Edward W. Ross
President
INTEGON PARTNERS L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By: /s/ John C Head III
John C Head III
General Partner
By: Jupiter Industries, Inc.
General Partner
By: /s/Edward W. Ross
----------------------------------
Edward W. Ross
President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 59 of 85 Pages
HEAD INSURANCE INVESTORS L.P.
By: Heracles Partners L.P.
General Partner
By: /s/ John C Head III
--------------------------------
John C Head III
General Partner
HERACLES PARTNERS L.P.
By: /s/ John C Head III
----------------------------------------
John C Head III
General Partner
/s/ John C Head III
--------------------------------------------
John C Head III
/s/ Madie Ivy
--------------------------------------------
Madie Ivy
JUPITER INDUSTRIES, INC.
By: /s/ Edward W. Ross
-----------------------------------------
Edward W. Ross
President
/s/ Jerrold Wexler
--------------------------------------------
Jerrold Wexler
/s/ Edward W. Ross
--------------------------------------------
Edward W. Ross
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 60 of 85 Pages
HEAD ASSET MANAGEMENT L.P.
By: /s/ Madie Ivy
-----------------------------------------
Madie Ivy
General Partner
<PAGE>
Page 61 of 85 Pages
EXHIBIT II
INTEGON PARTNERS L.P.
AMENDMENT NO. 2 TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
---------------------------------------
AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF INTEGON PARTNERS L.P., a Delaware limited partnership (the
"Partnership"), dated March 2, 1992, by and among HEAD INSURANCE INVESTORS L.P.,
a Delaware limited partnership ("HII"), and JUPITER INDUSTRIES, INC., a
Tennessee corporation, as general partners (the "General Partners"), and HII,
JUPITER INTEGON LIMITED PARTNERSHIP, an Illinois limited partnership, HERACLES
PARTNERS III L.P., a Delaware limited partnership, and JOHN HEAD & PARTNERS
PROFIT SHARING PLAN, as limited partners (the "Limited Partners"); the General
Partners and the Limited Partners are hereinafter sometimes referred to
collectively as the "Partners" and individually as a "Partner").
WHEREAS, the Partners desire to amend the Amended and Restated
Agreement of Limited Partnership of the Partnership dated as of July 30, 1990 as
heretofore amended (the "Agreement").
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the Partners agree as follows:
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Page 62 of 85 Pages
1. All capitalized terms used in this Amendment
No. 2 to the Amended and Restated Partnership Agreement of
Integon Partners L.P. ("Amendment No. 2") shall, unless
otherwise defined, have the same meaning as in the
Agreement.
2. The Agreement is hereby amended by inserting
therein a new Section 8.12 to read in its entirety as
follows:
"18.12 Board of Directors. Each of the General
Partners shall be entitled to nominate three directors (the
"Nominated Directors") to a slate of directors to be submitted
to the stockholders for election to the Board of Directors of
Integon. Candidates for any additional directors to be
submitted by the Partnership shall be nominated by agreement
of the Nominated Directors. Each General Partner shall have
the right to cause the Partnership to vote its shares to
remove any of the directors nominated by such General Partner
at its sole discretion and to fill the vacancy caused by the
removal of such director or directors or caused by the death,
disability, incompetence, retirement or resignation of any of
the directors nominated by it. Each General Partner agrees to
vote, and to cause the Partnership to vote, in all capacities
in favor of the election of the Nominated Directors and any
other candidate nominated pursuant to the foregoing as
directors of Integon and to otherwise effectuate the
provisions of this Section 8.12."
3. This Amendment No. 2 shall be governed and
construed in accordance with the laws of the State of
Delaware applicable to contracts made and to be performed
therein, without giving effect to the principles thereof
relating to the conflict of laws.
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Page 63 of 85 Pages
4. This Amendment No. 2 and the Agreement
contain the entire agreement among the Partners with respect
to the subject matter hereof and thereof, except where
expressly otherwise stated.
5. Except as expressly set forth in this
instrument, all of the terms. and conditions of the Agreement
shall remain in full force and effect and are hereby
confirmed in all respects by the Partners.
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Page 64 of 85 Pages
6. This Amendment No. 2 may be executed in any
number of counterparts, each of which shall be an original
instrument and all of which, when taken together, shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have
executed this Amendment No..2 to be effective as of the day
and year first above written.
GENERAL PARTNERS:
HEAD INSURANCE INVESTORS L.P.
By: HERACLES PARTNERS L.P.,
General Partner
By: /s/ Madie Ivy
--------------------------------
Name: Madie Ivy
Title: General Partner
JUPITER INDUSTRIES, INC.
By: /s/ Edward W. Ross
--------------------------------
Name: Edward W. Ross
Title: President
LIMITED PARTNERS:
HEAD INSURANCE INVESTORS L.P.
By: HERACLES PARTNERS L.P.,
General Partner
By: /s/ Madie Ivy
--------------------------------
Name: Madie Ivy
Title: General Partner
<PAGE>
Page 65 of 85 Pages
JUPITER INTEGON LIMITED
PARTNERSHIP
By: JUPITER INDUSTRIES, INC.,
General Partner
By: /s/ Edward W. Ross
--------------------------
Name: Edward W. Ross
Title: President
HERACLES PARTNERS III L.P.
By: HERACLES PARTNERS L.P.,
General Partner
By: /s/ Madie Ivy
--------------------------
Name: Madie Ivy
Title: General Partner
JOHN HEAD & PARTNERS PROFIT-
SHARING PLAN
By: /s/ Madie Ivy
--------------------------
Name: Madie Ivy
Title: Trustee
<PAGE>
Page 66 of 85 Pages
EXHIBIT III
INVESTMENT ADVISORY AGREEMENT
-----------------------------
INVESTMENT ADVISORY AGREEMENT dated as of February 13, 1992, by and
between INTEGON LIFE CORPORATION, a Delaware corporation (the "Client"), and
HEAD ASSET MANAGEMENT L.P., a Delaware limited partnership (the "Adviser").
The Client and the Adviser, in consideration of their mutual
covenants contained herein hereby mutually covenant and agree as follows:
1. Engagement. Commencing on the date hereof, the Client
engages and retains the Adviser to provide the investment advisory and related
services described below. The Adviser hereby accepts such engagement and shall
provide or make satisfactory arrangements for the provision of such services and
assumes the obligations herein set forth for the compensation provided herein.
2. Services and Authority of the Adviser. The Adviser will
perform the services and have the authority set forth in this Agreement with
respect to the Account which shall consist of all assets which the Client has
specified in Appendix A, the Initial Schedule of Assets and which the Client has
delivered or shall deliver to a party designated in writing as the custodian for
the Account (the "Custodian"), plus any proceeds therefrom or additions thereto,
and less withdrawals therefrom. The Adviser will supervise and direct the
investment of the Account in accordance with, and subject to, the investment
objectives, guidelines, procedures and restrictions specified in written
statements and notices given by the Client as provided in Section 15 hereof.
The Adviser, as agent and attorney-in-fact with respect to the Account,
may, when it deems appropriate, without prior consultation with the Client and
at the risk of the Client (i) buy, sell, exchange, convert, tender and otherwise
trade in, retain, or reinvest in bonds, securities and any other investments,
including money market instruments, and (ii) place orders for the execution of
such investment transactions with or through such brokers, dealers, issuers or
other persons as the Adviser may select or tender or exchange such securities in
a tender or exchange offer or similar transaction initiated by the issuer or any
other person or entity. The Adviser shall comply with all legal requirements and
rules of securities exchanges applicable to its duties in connection with the
execution of transactions.
Notwithstanding anything to the contrary above, investment in and
disposals of assets must be within the written guidelines.
3. Transaction Procedures. At the commencement of the
term of this Agreement, the Client will provide the Adviser with
portfolio statements showing the assets in the Account which are
held by the Client's life insurance company subsidiaries and
Integon International, Ltd. In connection with each investment
transaction in the Account, the Adviser will provide the Client
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with a written advice containing such information about the assets as the Client
requires in order to allocate such assets and the expenses and other incidents
of the transaction among the appropriate subsidiaries of the Client. If and when
requested by the Client, the Adviser will consult with the Client regarding such
allocations, but such consultations will not relieve the Client of full
responsibility for the making and propriety of such allocations. It is agreed
that the sole standard of care imposed upon the Adviser is to act with the care,
skill, prudence and diligence under the circumstances then prevailing that a
prudent man acting in a like capacity and familiar with such matters would use
in the conduct of an enterprise of like character and with like aims.
Instructions of the Adviser to the Custodian shall be made, at the
option of the Adviser, either (i) in writing sent by first class mail or by
facsimile transmission or (ii) orally and confirmed in writing by first class
mail or facsimile transmission as soon as practical thereafter. The Adviser
shall instruct all brokers and dealers executing orders on behalf of the Account
to forward to the Client copies of all confirmations promptly after execution of
transactions. The Adviser shall not be responsible for any loss incurred by
reason of any act or omission of any broker or dealer; provided, however, that
the Adviser will make reasonable efforts to require that brokers and dealers
selected by the Adviser perform their obligations with respect to the Account.
4. Reports and Records of the Adviser. The Adviser will
provide or cause to be provided to the Client such periodic reports concerning
the status of the Account as the Client ray reasonably request. If requested by
the Client, the Adviser shall provide to the Client, not less frequently than
quarterly, a report of Account transactions effected by the Adviser since the
date of the most recent such report.
The Adviser shall preserve its records relating to the Account for no
less than five years and shall make such records available for inspection at
reasonable times during normal business hours, upon the request of the Client,
by the Client, its auditors or any regulatory authority. Prior to discarding or
destroying any such records, the Adviser shall give the Client reasonable
opportunity, at the Client's expense, to review them and to take all or such
portion of them as the Client wishes to retain. The Adviser, in the maintenance
of its records, does not assume responsibility for the accuracy of information
furnished by or on behalf of the Client or any third party not a partner or
employee of the Adviser.
5. Confidential Relationship. All information and
advice furnished by either party to the other hereunder, including
their respective agents and employees, shall be treated as
confidential and shall not be disclosed to third parties except as
provided in Section 4 or as required by law.
6. Service to Other Clients. The Adviser nay perform
investment, supervisory and other services for various clients,
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including insurance companies, investment companies and accounts held by the
Adviser in a fiduciary capacity. The Adviser may give advice and take action
with respect to any of its other clients which may differ from advice given or
the timing or nature of action taken with respect to the Account, so long as it
is the Adviser's policy, to the extent practical, to allocate investment
opportunities to the Account over a period of time on a fair and equitable basis
relative to other clients. The Adviser shall not have any obligation to purchase
or sell, or to recommend for purchase or sale, for the Account any security or
other investment which the Adviser, its principals, affiliates or employees may
purchase or sell for its or their own accounts or for the account of any other
client, if in the opinion of the Adviser such transaction or investment appears
unsuitable, impractical or undesirable for the Account.
7. Allocation of Brokerage. Whereas the Adviser places orders
for the execution of portfolio transactions for the Account, the Adviser may
allocate such transactions to such brokers and dealers for execution on such
markets, at such prices and at such commission rates (including commission rates
that may exceed those that another broker or dealer would have charged for
effecting such transactions) as the Adviser determines to be appropriate;
provided, that if such commission rate exceeds that which another broker or
dealer night have charged for the same transaction, the Adviser has determined
in good faith that the amount of such commission is reasonable in relation to
the value of brokerage and research services provided by such broker or dealer,
viewed in terms of the particular transaction or the Adviser's overall
responsibilities with respect to some or all of the accounts over which the
Adviser exercises investment discretion.
The Adviser may take into consideration in the selection of such
brokers and dealers not only the available prices and rate of brokerage
commissions, but all other relevant factors (including, without limitation,
execution and processing capabilities, and general brokerage services, such as
economic, fixed income, and equity research, account evaluation, analysis and/or
performance and data-base and/or market information services, all of which are
provided by such brokers and dealers and which are expected to enhance the
overall investment management capabilities of the Adviser) without the Adviser's
having to demonstrate that such factors are a direct benefit to the Account.
8. Inside Information. The Adviser shall have no
obligation to seek to obtain any material non-public information
about any issuer of securities, or to purchase or sell, or to
recommend for purchase or sale, for the Account the securities of
any issuer on the basis of any such information as may come into
its possession.
9. Proxies. The Adviser will not be required to take
any action with respect to the voting of proxies solicited by, or
with respect to, the issuers of securities in which assets of the
Account nay be invested from time to time, but the Adviser shall,
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whenever the Client so requests, provide advice to the Client with respect to
the voting of such proxies.
10. Independent Contractor. The Adviser shall for all
purposes herein be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Client in any way or
otherwise be deemed an agent of the Client.
11. Allocation of Costs and Expenses.
(a) Allocated Expenses. The Client shall pay or
reimburse the Adviser for its payment of all direct out-of-pocket expenses
associated with matters directly attributable to the affairs of the Client or at
the Client's request. Provided, however, the parties hereto agree that those
expenses which are usually and customarily incurred in the rendering of
investment ,advisory services, such as credit analysis, economic analysis, etc.,
are included in the Basic Investment Advisory Fee and shall be paid by the
Adviser.
(b) Payment of Costs. The Client shall pay or
reimburse the Adviser for amounts owing to the Adviser under paragraph (a) of
this Section 11 promptly upon invoice.
12. Investment Advisory Fees.
(a) Description of Fees. In consideration of the
services provided by the Adviser to the Client under this Agreement, the Client
shall pay the Adviser the following fees:
(i) a basic annual fee at the rate of $.80 per $1,000 (8 basis points)
on the market value of all assets in the Account, to be calculated and paid
quarterly as set forth in paragraph (b) of this Section 12 (the "Basic
Investment Advisory Fee");
(ii) a deferred annual fee at the rate of $.70 per $1,000 (7 basis
points) on the average of the eight quarter-end market values of all assets in
the Account for the preceding eight calendar quarters during the term hereof, to
be calculated and paid, subject to a performance-based fee addition or offset,
as set forth in paragraph (d) of this Section 12 (the "Deferred Investment
Advisory Fee"); and
(iii) an annual performance-based fee to be calculated as described in
paragraph (c) and payable as set forth in paragraph (d) of this Section 12 (the
"Investment Advisory Performance Fee").
(b) Payment of the Basic Investment Advisory Fee.
The Basic Investment Advisory Fee shall be payable in quarterly installments in
advance, the first of which shall be paid in April 1992 based upon the market
value of the assets in the Account at March 31, 1992. Fees shall be based upon
quarter-end market valuations and shall be paid by the Client promptly upon the
receipt of a statement from the Adviser showing the amount of the
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fee and the manner in which the fee was calculated.
(c) The Investment Advisory Performance Fee. The
Investment Advisory Performance Fee shall be calculated on the basis of the
total return on the Account as compared with a Benchmark for the preceding eight
calendar quarters during the term hereof. The Benchmark shall be the percentage
determined by adding 100 basis points to the percentage return for such eight
quarters of an index of fixed income securities to be selected by the Client and
the Adviser no later than March 31, 1992. The difference, positive or negative,
between the total return on the Account and the Benchmark for the period of
eight quarters is hereinafter called the "Return Differential."
If the Return Differential is less than or equal to zero,
i.e., the total return performance did not exceed the Benchmark, there shall be
a performance fee offset against the Deferred Investment Advisory Fee based on
the market value of all assets in the Account equal to 7% of the Return
Differential but not more than negative $.70 per $1,000 (7 basis points).
If the return Differential is greater than zero, the Adviser
shall receive a performance fee in addition to the Deferred Investment Advisory
Fee based on the market value of all assets in the Account equal to 7% of the
Return Differential but not more than $.70 per $1,000 (7 basis points).
(d) Calculation and Payment of the Investment
Advisory Performance Fee and Deferred Investment Advisory Fee. Notwithstanding
anything to the contrary set forth herein, the Client and the Adviser
acknowledge that the Adviser has managed the Client's assets from December 1,
1990 through the date hereof in accordance with an Investment Advisory Agreement
dated as of December 1, 1990, a copy of which is attached hereto as Appendix B
and agree that the first Deferred Investment Advisory Fee and the first
Investment Advisory Performance Fee shall be calculated in January 1993 based on
the Client's assets and return for the eight quarters from January 1, 1991
through December 31, 1992. Thereafter, such fees shall be calculated in January
of each year based on assets and return for the preceding eight quarters.
Any Investment Advisory Performance Fee, negative or positive,
resulting from such calculation shall be offset against or added to the Deferred
Investment Advisory Fee calculated on the basis of quarter-end asset values for
the same eight quarters.
Notwithstanding the aforegoing, if the total return performance of the
Account over the preceding eight quarters is negative, the annual Investment
Advisory Performance Fee and the annual Deferred Investment Advisory Fee shall
be zero.
The amount of any resulting fee shall be paid by the Client promptly
upon the receipt of a statement from the Adviser showing the amounts of the
Deferred Investment Advisory Fee and the Investment Advisory Performance Fee so
calculated and the manner in
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which such fees were calculated.
(e) Effect of Termination. If before December 31,
1992, this Agreement is terminated as of any date not the last day of the
calendar quarter, no additional payments shall be due over and above the Basic
Investment Advisory Fee of 8 basis points which shall be calculated as of the
most recently ended quarter before the effective date of termination. If the
quarterly Basic Investment Advisory Fee has not been paid as of the effective
date of termination, the Adviser shall earn a pro rata share of the quarterly
fee. If the quarterly Basic Investment Advisory Fee has been paid as of the
effective date of termination, the adviser shall return to the Client the
unearned pro rata share of the .quarterly fee. Payments shall be made as soon as
possible after such date of termination.
If after December 31, 1992, this Agreement is terminated as of any date
not the last day of the calendar quarter, the Basic Investment Advisory Fee,
Deferred Investment Advisory Fee and any Investment Advisory Performance Fee
which is earned yet unpaid shall be calculated as of the most recently ended
quarter before the effective date of termination. Fees shall be paid as soon as
possible after such date of termination.
13. Limitation of Liability and Indemnification. Neither the
Adviser nor any partner or employee of the Adviser performing services for the
Client at the direction or request of the Adviser in connection with the
discharge of the Adviser's obligations hereunder shall be liable for any error
of judgment or mistake of law or for any loss which the Client or any subsidiary
of the Client may incur in connection with the investment of assets in the
Account.
To the fullest extent permitted by law, the Client shall indemnify,
hold harmless, protect and defend the Adviser, its partners, controlling persons
and employees and their respective partners, stockholders, directors, officers
and employees (the "Indemnitees") against any losses, claims, damages or
liabilities, including without limitation, legal or other expenses incurred in
investigating or defending against any such loss, claim, damages or liability,
and any amounts expended in settlement of any claim (collectively
"Liabilities"), to which any Indemnitee may become subject by reason of any act
or omission (even if negligent) performed or omitted to be performed by or on
behalf of the Client. The provisions of this Section 13 shall continue to afford
protection to each Indemnitee regardless of whether such Indemnitee remains in
the position or capacity pursuant to which such Indemnitee became entitled to
indemnification under this Section 13.
However, nothing contained in this Section 13 shall be construed to
protect any Indemnitee against Liability to the Client or any subsidiary of the
Client to which such Indemnitee would otehrwise be subject by reason of acts or
omissions constituting willful misfeasance, bad faith or gross negligence in the
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performance of the Adviser's duties or reckless disregard of the Adviser's
obligations and duties under this Agreement.
14. Valuation. The market value of the investments in the
Account shall be determined from reports published by any nationally recognized
pricing service, or, if such reports are not readily available with respect to a
particular security, the Adviser shall determine the value of any such security
either by securing a quotation from a broker or dealer it selects or in some
other manner which the Adviser determines in good faith reflects the fair market
value of such security.
15. Investment Objectives, Guidelines, Procedures and
Restrictions. It will be the Client's responsibility to provide the Adviser with
written statements of the investment objectives, guidelines and procedures for
the Account and of any changes or modifications therein as well as any specific
investment restrictions applicable thereto and to give the Adviser prompt
written notice if the Client deems any investments recommended or made for the
Account to be in violation of such objectives, guidelines or restrictions.
Unless the Client notifies the Adviser in writing of specific restrictions, the
investments recommended for, or made on behalf of, the Account shall be deemed
not to be restricted under the current or future laws of any state or of the
United States or by virtue of the terms of any other contract or instrument
purporting to bind the Client or the Adviser.
16. Termination. This Agreement may be terminated at any time
by either party giving the other 90 days' written notice of such termination;
provided, however, that the parties may terminate on shorter notice upon mutual
agreement in writing; provided further, however, that the Client may terminate
this Agreement without penalty at any time within the initial five business days
immediately following entering into this Agreement.
17. The Client's Termination of Authority. The Client shall
compensate the Adviser for any fees due in accordance with this Agreement and
for any loss the Adviser may suffer as a result of any action taken by the
Adviser within the terms of the Agreement, either before or after the Client's
bankruptcy, dissolution, or other termination of authority under this Agreement,
but before receipt by the Adviser of notice thereof. The Client further agrees
that, to the extent permitted by law, any such action taken by the Adviser shall
be binding upon the Client and any successor of the Client, who shall hold the
Adviser harmless from all Liability arising from any such action.
18. Notices. Unless otherwise specified herein, all
notices, instructions, directions, advice and other communication
with respect to security transactions or any other matter
contemplated by this Agreement from the Adviser to the Client and
from the Client to the Adviser shall be given either (i) in writing
sent by first class mail or by facsimile transmission or (ii)
orally and confirmed in writing by first class mail or facsimile
transmission as soon as practical thereafter. Any such
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communication shall be deemed to have been made upon its receipts.
Communications by mail shall be effective if to the Adviser, only if addressed
to it at 545 Madison Avenue, New York, New York 10022, or if to the Client, only
if addressed to it at 500 West Fifth Street, Winston-Salem, North Carolina
27152, provided that either party may specify another address or addresses for
itself for this purpose in a notice similarly given.
The Adviser may rely upon any communication (written or oral) from any
person if the Adviser reasonably believes it to be genuine and from an
authorized person. A person shall be deemed to be an authorized person for
purposes hereof if his name, specimen signature and authority have been
certified to the Adviser by the Secretary or Assistant Secretary of the Client
over its corporate seal, and such person shall continue to be deemed an
authorized person until the Adviser receives written notice to the contrary from
the Secretary or Assistant Secretary of the Client over its corporate seal.
19. Representation by the Client. The Client represents and
confirms that the employment of the Adviser is authorized by the governing
documents relating to the Account and that the terms hereof do not violate any
obligation by which the Client or any subsidiary of the Client is bound, or by
which the Adviser, as investment manager of the Account, is intended to be
bound, whether arising by contract, operation of law, or otherwise. The Client
further represents that (i) this Agreement has been duly authorized by
appropriate action of the Client and each subsidiary of the Client whose
authorization is required, and when executed and delivered will be binding upon
the Client in accordance with its terms and (ii) the Client will deliver to the
Adviser such evidence of such authority as the Adviser may reasonably require,
whether by way of certified resolution or otherwise.
20. Amendment. This Agreement may be amended only by an
instrument in writing executed by both parties; provided, that if during the
term hereof, the Adviser becomes registered as an investment adviser under the
federal Investment Advisers Act of 1940 (the "Act"), then effective upon the
Adviser's registration as such, this Agreement shall be deemed to be amended to
incorporate any provisions required by the Act, including but not limited to a
provision to the effect that no assignment (as defined in and under the Act) of
this Agreement shall be made by the Adviser without the consent of the Client.
21. Governing Law. This Agreement shall be construed
and enforced in accordance with, and governed by, the internal laws
of the State of New York applicable to agreements made and to be
performed in that State.
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IN WITNESS HEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.
INTEGON LIFE CORPORATION
By: /s/ Mark W. Shartle
------------------------------
Mark W. Shartle
Sr. Vice President and CFO
HEAD ASSET MANAGEMENT L.P.
By: /s/ Madie Ivy
------------------------------
Madie Ivy
General Partner
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Appendix A
Initial Schedule of Assets
--------------------------
All cash, securities and other investment assets (except
direct real estate investments and mortgages) of Integon Life Corporation, its
insurance subsidiaries, and Integon International, Ltd.
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EXHIBIT IV
OPTION AGREEMENT
----------------
This Option Agreement dated as of March 31, 1992 by and among
Jupiter Integon Limited Partnership, an Illinois limited partnership (the
"Partnership"), Jupiter Industries, Inc., a Tennessee corporation ("Industries")
and Edward W.
Ross of Chicago, Illinois ("Ross").
Introduction
------------
The Partnership is a limited partner, and Industries is a
general partner, of Integon Partners L.P., a Delaware limited partnership
("Integon Partners"). The Partnership and Industries in the aggregate have a 50%
interest in Integon Partners, with the Partnership's interest being in excess of
49%. The assets of Integon Partners consist of 7,625,000 shares of Common Stock
(the "IC Common Stock"), par value $.0l per share of Integon Corporation, a
Delaware corporation ("Integon Corp."). The Partnership and Industries
collectively as a 50% interest holder of Integon Partners have an indirect
interest in 3,812,500 shares of IC Common Stock. The Partnership desires to
grant to Ross an option to acquire certain of the shares of IC Common Stock
presently held by Integon Partners and Industries hereby approves of the grant
of the option on the terms hereinafter set forth.
NOW, THEREFORE, in consideration of the provisions set forth
herein and for other good and valuable consideration, the receipt and adequacy
of which hereby are acknowledged, the parties hereto agree as follows:
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Page 77 of 85 Pages
1. Grant of Option. Upon the terms and subject to conditions
herein set forth, the Partnership hereby grants to Ross an option (the "Option")
to purchase from the Partnership Five Hundred Seventy-One Thousand Eight Hundred
Seventy-Five (571,875) shares of IC Common Stock (the "Shares"), free and clear
of liens, claims, pledges, restrictions and encumbrances, except restrictions
that may be imposed by any applicable federal or state securities laws.
2. Purchase Price. Subject to the provisions of Section 6, the
option purchase price per Share is Fifteen Dollars and Twenty-Five Cents
($15.25) (the "Per Share Option Price"). The purchase price for Shares purchased
upon exercise of the Option shall be the product of the number of Shares
purchased multiplied by the Per Share Option Price (the "Aggregate Exercise
Price").
3. Option Term. The Option may be exercised by
Ross at any time during the period (the "Option Term") commencing on August 5,
1992 and expiring at 5:00 p.m., Chicago, Illinois time on August 5, 1995.
4. Exercise of Option. The Option may be exercised at
any time during the Option Term by Ross delivering to the Partnership written
notice of exercise ("Notice of Exercise"). The Notice of Exercise shall specify
the number of Shares to be purchased at the Per Share Option Price and the
closing date for the purchase, which date shall
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be not more than thirty days or less than ten days from the date of the Notice
of Exercise.
5. Closing. The closing (the "Closing") of the purchase and
sale pursuant to the exercise of the Option shall take place at 919 North
Michigan Avenue, 15th Floor, Chicago, Illinois on the closing date and place so
specified in the Notice of Exercise, or such other date as may be agreed between
Ross and the Partnership. At the Closing, (i) the Partnership shall deliver to
Ross a stock certificate for the Shares purchased by him, (ii) Ross shall
deliver to the Partnership by certified or cashier's check or other form
acceptable to the Partnership the Aggregate Exercise Price.
6. Option Adiustments. In the event of a stock split, stock
dividend, combination of shares, reclassification, merger, consolidation,
reorganization or other relevant change in the capitalization of Integon
Corporation, the number and kind of shares covered by the Option and the Option
Price shall be appropriately adjusted.
7. Shares Not Registered; Legend on Stock Certificates. Ross
acknowledges that the Shares which may be acquired pursuant to the Option will
not have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), or under any state securities law and may not be transferred
except in compliance with the Securities Act and applicable state securities
law. Further, Ross acknowledges that certificates representing the securities
-3-
<PAGE>
Page 79 of 85 Pages
shall bear the following legend and such additional or other legends as Integon
Corp. reasonably determines:
The securities represented by this certificate have
not been registered under the Securities Act of 1933,
as amended, and may not be sold, assigned or
transferred unless the Corporation has received an
opinion of legal counsel satisfactory to the
Corporation to the effect that registration under the
Securities Act is not required and the securities may
be sold, assigned or transferred without registration
pursuant to an applicable exemption under the
Securities Act from registration.
8. Subsequent Action. The parties recognize that the Shares
are presently registered in the name of Integon Partners. The Partnership shall
promptly use its best efforts (i) to amend the Integon Partnership Agreement to
provide for a distribution of the Shares to the Partnership at the Closing in
order to enable the Partnership to deliver the Shares to Ross or to obtain from
Integon Partners an agreement to transfer the Shares to Ross at the Closing, and
(ii) to obtain for the benefit of Ross an agreement, in form and substance
reasonably satisfactory to Ross, from Integon Corp. granting to Ross "piggyback"
rights to register the Shares under the Securities Act of 1933, as amended, and
under applicable state securities laws ("Piggyback Rights"). In the event Ross
exercises the Option and the Partnership is unable to deliver to Ross at the
Closing certificates for the Shares registered in the name of Ross in exchange
for the Aggregate Exercise Price, at the Closing the Partnership shall cause
Integon Partners to be dissolved as a partnership or to otherwise effect a
partial distribution and shall
-4-
<PAGE>
Page 80 of 85 Pages
direct that on distribution from Integon Partners to the Partnership of IC
Common Stock that number of shares of IC Common Stock which equals the number of
Shares shall be delivered to Ross in exchange for payment by Ross to the
Partnership of the Aggregate Exercise Price. In the event Ross exercises the
Option and acquires the Shares but the Partnership as of the Closing is unable
to obtain for Ross an agreement from Integon Corp. granting Ross Piggyback
Rights, the Partnership shall continue its efforts to obtain Piggyback Rights
for Ross with respect to the Shares. In the event the Partnership obtains for
itself Piggyback Rights or other registration rights with respect to IC Common
Stock, the Partnership shall include the Shares in the shares of IC Common Stock
covered by such rights unless separate registration arrangements satisfactory to
Ross have previously been arranged. If under this Section 8 the Partnership is
obligated to cause Integon Partners to be dissolved or to effect a partial
distribution, Industries on behalf of the Partnership and as a general partner
of Integon Partners shall take such action as shall be necessary to effect such
dissolution or distribution.
9. Sale of All of Integon Shares by Industries.
In the event during the Option Term and prior to exercise of Option Industries
notifies Ross that Industries either directly, through Integon Partners or
through a subsidiary, partnership or other entity controlled by Industries
(collectively, the "Industries Affiliates") is selling to a
-5-
<PAGE>
Page 81 of 85 Pages
purchaser who is not an Industries Affiliates all of the interests of Industries
and the Industries Affiliates in IC Common Stock ("Outside Total Sale"), at the
written request of Industries Ross shall at the closing of the Outside Total
Sale sell the Option to Industries or any purchaser designated by Industries for
a price equal to the difference between (i) the per share sale price to be paid
pursuant to the Outside Total Offer multiplied by the number of Shares and (ii)
the Aggregate Exercise Price.
10. Sale of Less Than All Integon Shares by Industries. In the
event during the Option Term and prior to exercise of the Option Industries
either directly, through Integon Partners or through an Industries Affiliate
proposes to sell some but not all of the interest of Industries and the
Industries Affiliates in IC Common Stock to a purchaser who is not an Industries
Affiliate (the "Outside Partial Sale"), Industries shall give written notice to
Ross of the proposed Outside Partial Sale, including the name of the purchaser,
the per share purchase price and the other terms of sale. Ross, at his election,
exercised by written notice to Industries prior to the closing of the Outside
Partial Sale may sell a prorata number of the shares to be acquired by the
purchaser in the Outside Partial Sale at the same price per share and on the
other terms of sale as provided in the Outside Partial Sale. If Ross elects to
sell a prorata number of shares in the Outside Partial Sale, (a) upon
consummation of the closing of the Outside Partial Sale,
-6-
<PAGE>
Page 82 of 85 Pages
Jupiter shall cause to be paid to Ross, in accordance with the payment terms of
the Outside Partial Sale, for each Share deemed sold by Ross in the Outside
Partial Sale an amount equal to the difference between the per share sale price
received in the Outside Partial Sale and the Per Share Option Price, and (b) the
number of Shares subject to the Option shall be reduced by the number of shares
deemed sold on behalf of Ross in the Outside Partial Sale. For purposes of this
Section 10, "pro rata" shall mean fifteen percent (15%).
11. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed given when
delivered in person or by cable, telegram, telex or facsimile transmission
(receipt confirmed), or one business day after the date when sent by express
courier service (charges prepaid) and two business days after the date when
mailed by registered or certified mail (postage and charges prepaid, return
receipt requested) to Ross at the address set forth below Ross' name on the
signature page hereof, and to the Partnership or Industries at 919 North
Michigan Avenue, 15th Floor, Chicago, Illinois 60611 Attention: Robert W.
Berliner, Jr., General Counsel, or to such other address as either party may
have furnished to the other in writing in accordance herewith.
12. Option Personal. The Option granted hereunder
is personal to Ross, may only be exercised by Ross, a personal representative of
his estate or a Permitted Assignee (as defined in this Section 12) and may not
be transferred by
-7-
<PAGE>
Page 83 of 85 Pages
Ross except to his spouse, children, grandchildren or trusts for their benefit
("Permitted Assigns").
13. Binding Effect. This Agreement shall inure to
the benefit of and be binding upon the parties hereto, the successors of the
Partnership, Industries, the personal representatives of the estate of Ross and
Permitted Assigns but may not be assigned by either party hereto except as
permitted under Section 12.
14. Governing Law. This Agreement shall be by, and construed
in accordance with, the laws of the State of Illinois.
15. Amendment; Waiver. No amendment or waiver of any provision
of this Agreement or consent to departure therefrom shall be effective unless in
writing and signed by the Partnership, Industries and Ross in the case of an
amendment, or by the party which is the beneficiary of any such provision in the
case of a waiver or a consent to depart therefrom.
-8-
<PAGE>
Page 84 of 85 Pages
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto all as of the day and year first above written.
Partnership:
JUPITER INTEGON LIMITED PARTNERSHIP
By: Jupiter Industries, Inc.
as General Partner
By: /s/ Jerrold Wexler
----------------------------------
Its: Chairman
------------------------------
Ross:
Name: /s/ Edward W. Ross
-------------------------------------
Edward W. Ross
Address: 1240 Lake Shore Dr.
---------------------------------
Chicago, IL 60610
---------------------------------
Industries:
JUPITER INDUSTRIES, INC.
By: /s/ George E. Murphy
----------------------------------
Its: Vice-President
-----------------------------
-9-
<PAGE>
Page 85 of 85 Pages
Each of the undersigned entities, being a limited partner of
Jupiter Integon Limited Partnership, an Illinois limited partnership (the
Partnership), does hereby approve the foregoing Option Agreement among the
Partnership, Jupiter Industries, Inc. and Edward W. Ross.
Dated as of March 31, 1992
ELGIN NATIONAL INDUSTRIES, INC.
By: /s/ C. H. Jamison
-------------------------------
Its: Vice President
JUPITER CORP. TRANSPORTATION SYSTEM
By: /s/ C. H. Jamison
-------------------------------
Its: Chairman
-10-
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
Integon Corporation
-------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-------------------------------------------------------------------
(Title of Class of Securities)
45810F 10 1
-------------------------------------------------------------------
(CUSIP Number)
Albert P. Hand, Esq. Tel. (212) 373-3032
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Tel. No.: (212) 373-3032
-------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 7, 1992
-----------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 77 Pages.
Exhibit Index is on Page 51.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 2 OF 77 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integon Life Insurance Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
7 SOLE VOTING POWER
NUMBER OF 631,327
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
631,327
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
631,327
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON*
CO, IC
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 3 OF 77 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integon Financial Life Insurance Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
7 SOLE VOTING POWER
NUMBER OF 631,327
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
631,327
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
631,327
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON*
CO, IC
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 4 OF 77 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integon Life Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 631,327
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
631,327
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
631,327
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON*
CO, HC
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 5 OF 77 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Head Asset Management L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
631,327
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
631,327
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON*
PN, IA
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 6 OF 77 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integon Partners II L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 631,327
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
631,327
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
631,327
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON*
PN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 7 OF 77 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integon Life Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 631,327
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
631,327
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
631,327
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON*
PN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 8 OF 77 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integon Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 8,387,500
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
8,387,500
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,387,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.8%
14 TYPE OF REPORTING PERSON*
PN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 9 OF 77 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Head Insurance Investors L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9,018,827 (See Item 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
9,018,827 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,018,827 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4%
14 TYPE OF REPORTING PERSON*
PN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 10 OF 77 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heracles Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9,018,827 (See Item 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
9,018,827 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,018,827 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4%
14 TYPE OF REPORTING PERSON*
PN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 11 OF 77 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John C Head III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, with respect to 2,500 shares; not applicable with respect to the
other shares listed.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF 7490
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9,018,827 (See Item 5)
9 SOLE DISPOSITIVE POWER
7490
10 SHARED DISPOSITIVE POWER
9,018,827 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,018,827 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4%
14 TYPE OF REPORTING PERSON*
IN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 12 OF 77 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Madie Ivy
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, with respect to 2,500 shares; not applicable with respect to the
other shares listed.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF 7490
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9,018,827 (See Item 5)
9 SOLE DISPOSITIVE POWER
7490
10 SHARED DISPOSITIVE POWER
9,018,827 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,018,827 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4%
14 TYPE OF REPORTING PERSON*
IN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 13 OF 77 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jupiter Industries, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9,018,827 (See Item 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
9,018,827 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,018,827 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4%
14 TYPE OF REPORTING PERSON*
CO
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 14 OF 77 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward W. Ross
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF 631,432
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9,018,827 (See Item 5)
9 SOLE DISPOSITIVE POWER
631,432
10 SHARED DISPOSITIVE POWER
9,018,827
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,018,827
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4%
14 TYPE OF REPORTING PERSON*
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 15 OF 77 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Howard R. Koven
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9,018,827 (See Item 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
9,018,827 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,018,827 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4%
14 TYPE OF REPORTING PERSON*
IN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 16 OF 77 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philip Rootberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9,018,827 (See Item 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
9,018,827 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,018,827 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4%
14 TYPE OF REPORTING PERSON*
IN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 17 of 77 Pages
Amendment No. 1 to Schedule 13D
-------------------------------
The statement on Schedule 13D filed on April 9, 1992 (the
"Statement"), relating to the Common Stock, par value $.01 per share (the
"Common Stock") issued by Integon Corporation (the "Issuer") is hereby amended
by this Amendment No. 1 as indicated below. Unless otherwise indicated, all
capitalized terms shall have the same meaning as provided in the Statement. The
Statement, as amended by this Amendment No. 1, shall be hereinafter referred to
as the "Amended Statement."
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 18 of 77 Pages
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended by deleting the title "Acting President"
-----------------------------------------------------------------
corresponding to the name Walter B. Colvin, in each of Schedules A, B and C
- ---------------------------------------------------------------------------
(with respect to ILIC, IFLIC and ILC, respectively), and inserting in lieu
- --------------------------------------------------------------------------
thereof the title, "President."
- -------------------------------
Item 2(a) is hereby amended and restated to read, in its entirety, as
---------------------------------------------------------------------
follows:
- --------
(a) Pursuant to Rule 13d-1(f)(1) of the Rules and Regulations of the
Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby
file this Schedule 13D Statement on behalf of Integon Life Insurance
Corporation, a North Carolina corporation ("ILIC"), Integon Financial Life
Insurance Corporation, a North Carolina corporation ("IFLIC"), Integon Life
Corporation, a Delaware corporation ("ILC"), Head Asset Management L.P., a
Delaware limited partnership ("Head Management"), Integon Partners II L.P., a
Delaware limited partnership ("Integon Partners II"), Integon Life Partners
L.P., a Delaware limited partnership ("Life Partners"), Integon Partners L.P., a
Delaware limited partnership ("Integon Partners"), Head Insurance Investors
L.P., a Delaware limited partnership ("Head Investors"), Heracles Partners L.P.,
a Delaware limited partnership ("Heracles"), John C Head III, Madie Ivy, Jupiter
Industries, Inc., a Tennessee corporation
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 19 of 77 Pages
("Jupiter"), Philip Rootberg, Howard R. Koven, and Edward W.
Ross (collectively, the "Reporting Persons").
The Reporting Persons may be deemed to constitute a "group" for the
purpose of this statement. A copy of the Joint Filing Agreement among the
Reporting Persons is filed herewith as Exhibit V.
Item 2 (b) - (c) is hereby amended by deleting the heading "Jupiter,
--------------------------------------------------------------------
Jerrold Wexler and Edward W. Ross" and the text thereunder, and replacing it
- ----------------------------------------------------------------------------
with the following:
- -------------------
JUPITER, HOWARD R. KOVEN, PHILIP ROOTBERG AND EDWARD W. ROSS
Jupiter is a Tennessee corporation engaged either
directly or indirectly through subsidiaries or affiliates in the transportation,
construction, real estate, graphic arts, gas gathering, oil and gas, heavy
engineering, industrial products manufacturing and distribution, coal and
mineral equipment manufacturing and boat manufacturing industries, hand tool,
electrical and electronic assembly and distribution and in retail trade. Jerrold
Wexler was the Chairman of Jupiter until his death on November 7, 1992. Mr. Ross
remains the Vice Chairman and President, and has assumed Mr. Wexler's duties.
The vacancy left by Mr. Wexler's death has not yet been filled. The principal
business address and principal office of Jupiter, as well as the business
address for Mr. Ross, is 919 North Michigan Avenue, Suite 1500, Chicago,
Illinois 60611.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 20 of 77 Pages
As a result of Mr. Wexler's death, Howard R. Koven, as trustee of
Tanya Trust No. 1, J.W. Family Trust Nos. 1-20, Wexler Family Voting Trust
(1992), and Wexler Family Voting Trust No. 4, all of which own voting stock of
Jupiter, became a controlling person of Jupiter. Also as a result of Mr.
Wexler's death, Philip Rootberg, individually, and as trustee of Jerrold Wexler
Revocable Trust, which owns voting stock of Jupiter, became a controlling person
of Jupiter. Mr. Koven is an attorney with the law firm of Jenner & Block. The
principal address of Jenner & Block, as well as the business address for Mr.
Koven, is One IBM Plaza, Chicago, Illinois 60611. Mr. Rootberg is an accountant
with the firm Philip Rootberg & Company. The principal address of Philip
Rootberg & Company, as well as the business address for Mr. Rootberg, is 250
South Wacker Drive, Suite 800, Chicago, Illinois 60606.
Information relating to the directors and executive officers of
Jupiter as of November 18, 1992 is set forth on Schedule D hereto, which is
incorporated herein by reference.
Item 2 is hereby further amended by deleting the
------------------------------------------------
name "Jerrold Wexler" and the corresponding Business Address and title relating
- -------------------------------------------------------------------------------
to such name.
- -------------
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended by adding the following to the end thereof:
--------------------------------------------------------------------
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 21 of 77 Pages
Edward W. Ross acquired his option to purchase the Option Shares (as
defined in Item 5, as amended) in consideration for services.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by adding the following to the end thereof:
--------------------------------------------------------------------
Jupiter Integon Limited Partnership ("Jupiter Partnership") granted
Mr. Ross his option to acquire the Option Shares in order to increase Mr. Ross's
investment in the Common Stock in relation to the other owners of Jupiter and
Jupiter Partnership.
On November 5, 1992, the Board of Directors of the Issuer declared a
dividend on the Common Stock payable on December 15, 1992 in shares of Common
Stock in the amount of one share for every ten shares of Common Stock held by
stockholders of record on November 17, 1992 (the "Stock Dividend"). Unless
otherwise specified, all further references in this Amended Statement to amounts
of shares of Common Stock have been adjusted to reflect the payment of the Stock
Dividend.
ILIC and Integon Partners plan to sell an aggregate of 3,500,000
shares of Common Stock through an underwritten secondary public offering (the
"Secondary Offering"). Integon Partners plans to sell 3,000,000 shares and ILIC
plans to sell 500,000 shares. After the completion of the Secondary Offering,
Integon Partners will own
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 22 of 77 Pages
5,387,500 shares, or approximately 31.3% of the outstanding shares of Common
Stock, and ILIC will own 131,327 shares, which is less than 1% of the
outstanding shares of Common Stock. Integon Partners has informed the Issuer and
the other Reporting Persons that its intention to sell shares of Common Stock is
due to requirements of its partners, includ ing estate settlement purposes. The
Reporting Persons may, and reserve the right to, buy additional shares or to
sell some or all of their holdings in the open market or in one or more
privately negotiated transactions under appropriate circumstances.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated to read, in its entirety, as
------------------------------------------------------------------
follows:
- --------
(a) The aggregate percentage of shares of Common Stock reported owned
by each person herein is based upon 17,217,227 shares of outstanding Common
Stock of the Issuer (the approximate number of shares after payment of the Stock
Dividend).
As of the close of business on November 18, 1992, and as adjusted to
reflect the Stock Dividend:
(i) The Reporting Persons own in the aggregate 9,028,687 shares,
which represent approximately 52.4% of the shares of Common Stock.
(ii) ILIC is the direct beneficial owner, for
the purposes of Rule 13d-3, of 631,327 shares of the Common
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 23 of 77 Pages
Stock, which represent approximately 3.7% of the shares of Common Stock.
(iii) As the sole stockholder of ILIC, IFLIC may, pursuant to Rule
13d-3, be deemed to own beneficially 631,327 shares of Common Stock, which
represent approximately 3.7% of the shares of Common Stock. As the sole
stockholder of IFLIC, ILC may be deemed to own beneficially such shares. In
addition, Integon Partners II, as the sole stockholder of ILC, may be deemed to
own beneficially such shares, and Life Partners, because of its position as the
sole general partner of Integon Partners II, may be deemed to own beneficially
such shares.
(iv) ILC and Head Management are parties to an Investment Advisory
Agreement dated as of February 13, 1992, pursuant to which Head Management
serves as the investment manager with respect to (among other assets) the
securities in the investment portfolios of ILC and its subsidiaries. Under such
agreement, Head Management has investment power over the shares of Common Stock
held by ILIC, and therefore may, pursuant to Rule 13d-3, be deemed to own
beneficially 631,327 shares of Common Stock, which represent approximately 3.7%
of the shares of Common Stock. Head Management disclaims beneficial ownership of
such shares. (See Item 6 of this statement for a more complete description of
such agreement.)
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 24 of 77 Pages
(v) James T. Lambie, a Director of ILC and of the Issuer, and
the President of the Issuer, is the direct beneficial owner of 39,436 shares of
the Common Stock, which represent approximately 0.2% of the shares of Common
Stock.
(vi) Integon Partners is the direct beneficial owner of 8,387,500
shares of the Common Stock, which represent approximately 48.7% of the shares of
Common Stock.
(vii) Because of their positions as the general partners of
Integon Partners, Head Investors and Jupiter may, pursuant to Rule 13d-3, be
deemed to own beneficially the 8,387,500 shares of the Common Stock held by
Integon Partners. In addition, because of their positions as the general
partners of Life Partners, Head Investors and Jupiter may be deemed to own
beneficially the 631,327 shares of Common Stock held by ILIC. Therefore, Head
Investors and Jupiter may each be deemed to own beneficially 9,018,827 shares,
which represent approximately 52.4% of the shares of Common Stock. Except to the
extent of their proportionate interests in Integon Partners and Life Partners,
Head Investors and Jupiter disclaim beneficial ownership of such shares.
(viii) Because of its position as the general partner of Head
Investors, Heracles may, pursuant to Rule 13d-3, be deemed to own beneficially
9,018,827 shares,
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 25 of 77 Pages
which represent approximately 52.4% of the shares of Common Stock. Except to the
extent of its interest in Head Investors, Heracles disclaims beneficial
ownership of such shares.
(ix) As controlling persons of Jupiter, each of Howard R. Koven
and Philip Rootberg may, pursuant to Rule 13d-3, be deemed to own beneficially
9,018,827 shares, which represent approximately 52.4% of the shares of Common
Stock. Mr. Koven disclaims beneficial ownership of such shares, and except to
the extent of his interests in Jupiter, Mr. Rootberg disclaims beneficial
ownership of such shares.
(x) Edward W. Ross is the direct beneficial owner of 2,370 shares
of Common Stock. As a controlling person of Jupiter, Mr. Ross may, pursuant to
Rule 13d-3, be deemed to own beneficially 9,018,827 shares, which represent
approximately 52.4% of the shares of Common Stock. When such shares are
aggregated pursuant to Rule 13d-3, Mr. Ross may be deemed to own beneficially
9,021,197 shares, which represent approximately 52.4% of the shares of Common
Stock. Jupiter Partnership has granted to Mr. Ross an option to purchase, from
time to time, in whole or in part, 629,062 of the shares presently held by
Integon Partners (the "Option Shares"), which option is exercisable during the
period commencing on August 5, 1992 and expiring August 5, 1995 (the "Ross
Option"). (See Item 6 of this Statement for a description of the Ross Option.)
Mr. Ross and Jupiter Partnership have agreed that after the Secondary
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 26 of 77 Pages
Offering Jupiter will deliver to Mr. Ross an amount in cash equal to the portion
of the net proceeds of the Secondary Offering relating to 225,000 shares of
Common Stock underlying the Ross Option, less the option price to be paid by Mr.
Ross with respect to such amount of shares. After such payment, the Ross Option
will be exercisable with respect to 404,062 shares of Common Stock. Except for
the Option Shares and except to the extent of his interest in Jupiter, Mr. Ross
disclaims beneficial ownership of the shares held by Integon Partners and ILIC.
(xi) Ms. Ivy is the direct beneficial owner of 3,470 shares of
Common Stock. Because of her position as a general partner of Heracles, Ms. Ivy
may, pursuant to Rule 13d-3, be deemed to own beneficially 9,018,827 shares of
Common Stock. In addition, Ms. Ivy may be deemed to own beneficially 220 shares
for which she is custodian for her children (the "Custodial Shares") and 220
shares owned by trusts for the benefit of her children, for which she is Trustee
(the "Trust Shares"). Further, as she is married to Mr. Head, Ms. Ivy may be
deemed to own beneficially the 3,580 shares directly owned by Mr. Head. When all
of such shares are aggregated pursuant to Rule 13d-3, Ms. Ivy may be deemed to
own beneficially 9,026,317 shares, which represent approximately 52.4% of the
shares of Common Stock. Except to the extent of her interests in Heracles and
Head Management, Ms. Ivy disclaims
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 27 of 77 Pages
beneficial ownership of the shares held by Integon Partners and
ILIC.
(xii) John C Head III is the direct beneficial owner of 3,580
shares of Common Stock. Because of his position as a general partner of
Heracles, Mr. Head may be deemed to own beneficially 9,018,827 shares of Common
Stock. Further, as he is married to Madie Ivy, and for the reasons described
above with respect to Ms. Ivy's beneficial ownership, Mr. Head may be deemed to
own beneficially the shares directly owned by Ms. Ivy, the Custodial Shares and
the Trust Shares. When all such shares are aggregated pursuant to Rule 13d-3,
Mr. Head may be deemed to own beneficially 9,026,317 shares, which represent
approximately 52.4% of the shares of Common Stock. Except to the extent of his
interests in Heracles and Head Management, Mr. Head disclaims beneficial
ownership of the shares held by Integon Partners and ILIC.
(xiii) Charles H. Jamison, the Vice President and a director of
ILC, is the direct beneficial owner of 2,370 shares of Common Stock, which
represents less than 0.1% of the shares of Common Stock.
(xiv) Mark Shartle, the Senior Vice President, Chief Financial
Officer and a director of ILC, the Senior Vice President, Chief Financial
Officer and a director of IFLIC, and the Executive Vice President, Chief
Financial Officer and a director of ILIC, is the direct beneficial owner of
1,100 shares of Common Stock, which represents less than 0.1% of the shares of
Common Stock.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 28 of 77 Pages
(xv) Candace L. Straight, a director of ILC, is the direct
beneficial owner of 3,580 shares of Common Stock, which represents less than
0.1% of the shares of Common Stock.
(xvi) Dennis M. Troha, a director of ILC, is the direct beneficial
owner of 2,370 shares of Common Stock, which represents less than 0.1% of the
shares of Common Stock.
(b) Head Investors, Heracles, Mr. Head and Ms. Ivy, on the one hand,
and Jupiter and its controlling persons Howard R. Koven, Philip Rootberg, and
Edward W. Ross, on the other hand, exercise shared power to vote or to direct
the vote, and shared power to dispose or direct the disposition, of the
9,018,827 shares of Common Stock beneficially owned by them through their
respective general partner interests in Integon Partners and Life Partners. In
addition, as between themselves, Mr. Head and Ms. Ivy exercise shared power to
vote or to direct the vote, and shared power to dispose or direct the
disposition, of shares of Common Stock beneficially owned by them through their
respective general partner interests in Heracles and Head Management. Moreover,
Messrs. Koven, Rootberg, and Ross exercise shared power to vote or to direct the
vote, and shared power to dispose or direct the disposition, of shares of Common
Stock beneficially owned by them through their respective controlling interests
in Jupiter, and through their positions as members of Jupiter's Board of
Directors.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 29 of 77 Pages
Except as set forth above, each of the Reporting Persons has sole
power to vote or direct the vote and sole power to dispose or direct the
disposition of the shares of Common Stock of which it has beneficial ownership.
(c) Not applicable.
(d) In addition to the Reporting Persons, the limited partners of
each of Integon Partners, Integon Partners II, Life Partners, Head Investors and
Heracles may have the right to receive dividends from, or the proceeds from the
sale of, the shares of the Common Stock. Jupiter Partnership, which is a limited
partner of Integon Partners, has such an interest relating to approximately
24.2% of the issued and outstanding shares of the Common Stock, and two limited
partners of Jupiter Partnership that are subsidiaries of Jupiter each have such
interests relating to approximately 12.1% of the issued and outstanding shares
of Common Stock. Additionally, a limited partner of Head Investors has such an
interest relating to approximately 5.3% of the issued and outstanding shares of
Common Stock.
(e) Jerrold Wexler died on November 7, 1992, thereby ceasing to be a
beneficial owner of Common Stock and a reporting person herein.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 30 of 77 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended by deleting the third paragraph thereof and
--------------------------------------------------------------------
replacing it with the following:
- --------------------------------
Pursuant to an Option Agreement dated as of March 31, 1992, among
Jupiter Partnership, Jupiter and Mr. Ross, as supplemented and amended (the
"Ross Option Agreement"), Jupiter Partnership has granted to Mr. Ross an option
to purchase 629,062 shares of Common Stock, which shares are presently held by
Integon Partners. Mr. Ross may exercise his option, from time to time, in whole
or in part, during the period commencing on August 5, 1992 and expiring on
August 5, 1995. Mr. Ross must give Jupiter and Jupiter Partnership notice of
exercise of his option, and the closing date for the purchase is to be not more
than thirty days or less than ten days from the date of such notice. Jupiter
Partnership has agreed to use its best efforts either to amend the Integon
Partners partnership agreement to provide for a distribution of the Option
Shares to Jupiter Partnership at the closing of Mr. Ross's purchase in order to
enable Jupiter Partnership to deliver the Option Shares to Mr. Ross, or to
obtain from Integon Partners an agreement to transfer the Option Shares to Mr.
Ross at the closing. In addition, pursuant to such agreement, in the event Mr.
Ross exercises his option and Jupiter Partnership is unable to deliver or cause
the delivery of the Option Shares to Mr. Ross, Jupiter Partnership shall cause
Integon Partners to be dissolved as a partnership in order to cause the
necessary distribution of the Option Shares to Jupiter Partnership. In addition,
such agreement provides that if Jupiter Partners becomes obligated to cause
Integon Partners to be dissolved or to effect a
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 31 of 77 Pages
partial distribution, Jupiter shall take such action as shall be necessary to
effect such dissolution or distribution.
Pursuant to an alternative procedure contained in the Ross Option
Agreement which Mr. Ross has elected to exercise, Mr. Ross will receive an
amount in cash equal to the portion of the net proceeds of the Secondary
Offering relating to 225,000 shares of Common Stock underlying the Ross Option,
less Mr. Ross's option price with respect to such shares. After such payment,
the Ross Option will be exercisable with respect to 404,062 shares of Common
Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended by adding the following to the end thereof:
-------------------------------------------------------------------
Exhibit IV -- Option Agreement dated as of
March 31, 1992 among Jupiter
Partnership, Jupiter and Edward W.
Ross
Exhibit V -- Joint Filing Agreement
Exhibit VI -- Power of Attorney, executed by each
of the Reporting Persons
Exhibit VII -- Supplemental Amendment to Option
Agreement, dated as of November 2,
1992, among Jupiter Partnership,
Jupiter and Edward W. Ross
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 32 of 77 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 30, 1992
INTEGON LIFE INSURANCE CORPORATION
By:/s/ Mark W. Shartle
------------------------------------
Name: Mark W. Shartle
Title: Executive Vice President
and Chief Financial Officer
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 33 of 77 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 30, 1992
INTEGON FINANCIAL LIFE INSURANCE
CORPORATION
By:/s/ Mark W. Shartle
------------------------------------
Name: Mark W. Shartle
Title: Senior Vice President and
Chief Financial Officer
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 34 of 77 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 30, 1992
INTEGON LIFE CORPORATION
By:/s/ Mark W. Shartle
------------------------------------
Name: Mark W. Shartle
Title: Senior Vice President and
Chief Financial Officer
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 35 of 77 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 30, 1992
HEAD ASSET MANAGEMENT L.P.
By:/s/ Madie Ivy
------------------------------------
General Partner
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 36 of 77 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 30, 1992
INTEGON PARTNERS II L.P.
By: Integon Life Partners L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By: /s/ Madie Ivy
--------------------------------
General Partner
By: Jupiter Industries, Inc.
General Partner
By:
------------------------
Edward W. Ross
President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 37 of 77 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 30, 1992
INTEGON PARTNERS II L.P.
By: Integon Life Partners L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By:
-------------------------------
General Partner
By: Jupiter Industries, Inc.
General Partner
By:/s/ Edward W. Ross
-----------------------
Edward W. Ross
President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 38 of 77 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 30, 1992
INTEGON LIFE PARTNERS L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By:/s/ Madie Ivy
----------------------------
General Partner
By: Jupiter Industries, Inc.
General Partner
By:
----------------------------
Edward W. Ross
President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 39 of 77 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 30, 1992
INTEGON LIFE PARTNERS L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By:
----------------------------
General Partner
By: Jupiter Industries, Inc.
General Partner
By:/s/ Edward W. Ross
----------------------------
Edward W. Ross
President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 40 of 77 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 30, 1992
INTEGON PARTNERS L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By:/s/ Madie Ivy
----------------------------
General Partner
By: Jupiter Industries, Inc.
General Partner
By:
----------------------------
Edward W. Ross
President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 41 of 77 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 30, 1992
INTEGON PARTNERS L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By:
----------------------------
General Partner
By: Jupiter Industries, Inc.
General Partner
By:/s/ Edward S. Ross
----------------------------
Edward W. Ross
President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 42 of 77 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 30, 1992
HEAD INSURANCE INVESTORS L.P.
By: Heracles Partners L.P.
General Partner
By:/s/ Madie Ivy
--------------------------
General Partner
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 43 of 77 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 30, 1992
HERACLES PARTNERS L.P.
By:/s/ Madie Ivy
-------------------------------
General Partner
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 44 of 77 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 30, 1992
/s/ John C Head III
---------------------------
John C Head III
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 45 of 77 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 30, 1992
/s/ Madie Ivy
-----------------------
Madie Ivy
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 46 of 77 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 30, 1992
JUPITER INDUSTRIES, INC.
By:/s/ Edward W. Ross
--------------------------
Edward W. Ross
President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 47 of 77 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 30, 1992
/s/ Philip Rootberg
-----------------------------
Philip Rootberg, individually
and as Trustee of the
Jerrold Wexler Revocable
Trust
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 48 of 77 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 30, 1992
/s/ Howard R. Koven
-------------------------------
Howard R. Koven, as Trustee of
Tanya Trust No. 1, J.W. Family
Trust Nos. 1-20, Wexler Family
Voting Trust (1992), and Wexler
Family Voting Trust No. 4
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 49 of 77 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 30, 1992
/s/ Edward W. Ross
-----------------------------
Edward W. Ross
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 50 of 77 Pages
Index to Exhibits
-----------------
Page No. in
Sequential
Numbering
Exhibit System
------- ------
IV Option Agreement dated as of
March 31, 1992 among Jupiter
Partnership, Jupiter and
Edward W. Ross
V Joint Filing Agreement
VI Power of Attorney, executed by
each of the Reporting Persons
VII Supplemental Amendment to Option
Agreement, dated as of
November 2, 1992, among Jupiter
Partnership, Jupiter and
Edward W. Ross
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 51 of 77 Pages
EXHIBIT IV
OPTION AGREEMENT
----------------
This Option Agreement dated as of March 31, 1992 by and among Jupiter
Integon Limited Partnership, an Illinois limited partnership (the
"Partnership"), Jupiter Industries, Inc., a Tennessee corporation ("Industries")
and Edward W. Ross of Chicago, Illinois ("Ross").
Introduction
------------
The Partnership is a limited partner, and Industries is a general
partner, of Integon Partners L.P., a Delaware limited partnership ("Integon
Partners"). The Partnership and Industries in the aggregate have a 50% interest
in excess of 49%. The assets of Integon Partners consist of 7,625,000 shares of
Common Stock (the "IC Common Stock"), par value $.01 per share of Integon
Corporation, a Delaware corporation ("Integon Corp."). The Partnership and
Industries collectively as a 50% interest holder of Integon Partners have an
indirect interest in 3,812,500 shares of IC Common Stock. The Partnership
desires to grant to Ross an option to acquire certain of the shares of IC Common
Stock presently held by Integon Partners and Industries hereby approves of the
grant of the option on the terms hereinafter set forth.
NOW, THEREFORE, in consideration of the provisions set forth herein
and for other good and valuable consideration, the receipt and adequacy of which
hereby are acknowledged, the parties hereto agree as follows:
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 52 of 77 Pages
1. Grant of Option. Upon the terms and subject to conditions herein
set forth, the Partnership hereby grants to Ross an option (the "Option") to
purchase from the Partnership Five Hundred Seventy-One Thousand Eight Hundred
Seventy-Five (571,875) shares of IC Common Stock (the "Shares"), free and clear
of liens, claims, pledges, restrictions and encumbrances, except restrictions
that may be imposed by any applicable federal or state securities laws.
2. Purchase Price. Subject to the provisions of Section 6, the option
purchase price per Share is Fifteen Dollars and Twenty-Five Cents ($15.25) (the
"Per Share Option Price"). The purchase price for Shares purchased upon exercise
of the Option shall be the product of the number of Shares purchased multiplied
by the Per Share Option Price (the "Aggregate Exercise Price").
3. Option Term. The Option may be exercised by Ross at any time
during the period (the "Option Term") commencing on August 5, 1992 and expiring
at 5:00 p.m., Chicago, Illinois time on August 5, 1995.
4. Exercise of Option. The Option may be exercised at any time
during the Option Term by Ross delivering to the Partnership written notice of
exercise ("Notice of Exercise"). The Notice of Exercise shall specify the number
of Shares to be purchased at the per Share Option Price and the closing date for
the purchase, which date shall be not more than thirty days or less than ten
days from the date of the Notice of Exercise.
-2-
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 53 of 77 Pages
5. Closing. The closing (the "Closing") of the purchase and sale
pursuant to the exercise of the Option shall take place at 919 North Michigan
Avenue, 15th floor, Chicago, Illinois on the closing date and place so specified
in the Notice of Exercise, or such other date as may be agreed between Ross and
the Partnership. At the Closing, (i) the Partnership shall deliver to Ross a
stock certificate for the Shares purchased by him, (ii) Ross shall deliver to
the Partnership by certified or cashier's check or other form acceptable to the
Partnership the Aggregate Exercise Price.
6. Option Adjustments. In the event of a stock split, stock dividend,
combination of shares, reclassifica tion, merger, consolidation, reorganization
or other relevant change in the capitalization of Integon Corporation, the
number and kind of shares covered by the Option and the Option Price shall be
appropriately adjusted.
7. Shares Not Registered; Legend on Stock Certificates. Ross
acknowledges that the Shares which may be acquired pursuant to the Option will
not have been registered under the Securities Act of 1933, as amended, (the
"Securities Act") or under any state securities law and may not be transferred
except in compliance with the Securities Act and applicable state securities
law. Further, Ross acknowledges that certificates representing the securities
shall bear the following legend and such additional or other legends as Integon
Corp. reasonably determines:
The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and may
not be sold,
-3-
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 54 of 77 Pages
assigned or transferred unless the Corporation has received an
opinion of legal counsel satisfactory to the Corporation to the
effect that registration under the Securities Act is not
required and the securities may be sold assigned or transferred
without registration pursuant to an applicable exemption under
the Securities Act from registration.
8. Subsequent Action. The parties recognize that the Shares are
presently registered in the name of Integon Partners. The Partnership shall
promptly use its best efforts (i) to amend the Integon Partnership Agreement to
provide for a distribution of the Shares to the Partnership at the Closing in
order to enable the Partnership to deliver the Shares to Ross or to obtain from
Integon Partners an agreement to transfer the Shares to Ross at the Closing, and
(ii) to obtain for the benefit of Ross an agreement, in form and substance
reasonably satisfactory to Ross, from Integon Corp. granting to Ross
"piggy-back" rights to register the shares under the Securities Act of 1933, as
amended, and under applicable state securities law ("Piggyback Rights"). In the
event Ross exercises the Option and the Partnership is unable to deliver or
cause to be delivered to Ross at the Closing certificates for the Shares
registered in the name of Ross in exchange for the Aggregate Exercise Price, at
the Closing the Partnership shall cause Integon Partners to be dissolved as a
partnership or to otherwise effect a partial distribution and shall direct that
on distribution from Integon Partners to the Partnership of IC Common Stock that
number of shares of IC Common Stock which equals the number of Shares shall be
delivered to Ross in exchange for payment
-4-
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 55 of 77 Pages
by Ross to the Partnership of the Aggregate Exercise Price. In the event Ross
exercises the Option and acquires the Shares but the Partnership as of the
Closing is unable to obtain for Ross an agreement from Integon Corp. granting
Ross Piggyback Rights, the Partnership shall continue its efforts to obtain
Piggyback Rights for Ross with respect to the Shares. In the event the
Partnership obtains for itself Piggyback Rights or other registration rights
with respect to IC Common Stock, the Partnership shall include the Shares in the
shares of IC Common Stock covered by such rights unless separate registration
arrangements satisfactory to Ross have previously been arranged. If under this
Section 8 the Partnership becomes obligated to cause Integon Partners to be
dissolved or to effect a partial distribution, Industries on behalf of the
Partnership and as a general partner of Integon Partners shall take such action
as shall be necessary to effect such dissolution or distribution.
9. Sale of All of Integon Shares by Industries. In the event during
the Option Term and prior to exercise of the Option Industries notifies Ross
that Industries either directly, through Integon Partners or through a
subsidiary, partnership or other entity controlled by Industries (collectively,
the "Industries Affiliates") is selling to a purchaser who is not an Industries
Affiliates all of the interests of Industries and the Industries Affiliates in
IC Common Stock ("Outside Total Sale"), at the written request of Industries
Ross shall at the closing of the Outside Total Sale sell the Option to
Industries or any purchaser
-5-
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 56 of 77 Pages
designated by Industries for a price equal to the difference between (i) the per
share sale price to be paid pursuant to the Outside Total Offer multiplied by
the number of Shares and (ii) the Aggregate Exercise Price.
10. Sale of Less Than All Integon Shares by Industries. In the event
during the Option Term and prior to exercise of the Option Industries either
directly, through Integon Partners or through an Industries Affiliates proposes
to sell some but not all of the interest of Industries and the Industries
Affiliates in IC Common Stock to a purchaser who is not an Industries Affiliate
(the "Outside Partial Sale"), Industries shall give written notice to Ross of
the proposed Outside Partial Sale, including the name of the purchaser, the per
share purchase price and the other terms of sale. Ross, at his election,
exercised by written notice to Industries prior to the closing of the Outside
Partial Sale may sell a prorata number of the shares to be acquired by the
purchaser in the Outside Partial Sale at the same price per share and on the
other terms of sale as provided in the Outside Partial Sale. If Ross elects to
sell a prorata number of shares in the Outside Partial Sale, (a) upon
consummation of the closing of the Outside Partial Sale, Jupiter shall cause to
be paid to Ross, in accordance with the payment terms of the Outside Partial
Sale, for each Share deemed sold by Ross in the Outside Partial Sale an amount
equal to the difference between the per share sale price received in the Outside
Partial Sale and the Per Share Option Price, and (b) the number of Shares
subject to the Option
-6-
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 57 of 77 Pages
shall be reduced by the number of shares deemed sold on behalf of Ross in the
Outside Partial Sale. For purposes of this Section 10, "prorata" shall mean
fifteen percent (15%).
11. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed given when
delivered in person or by cable, telegram, telex or facsimile transmission
(receipt confirmed), or one business day after the date when sent by express
courier service 9charges prepaid) and two business days after the date when
mailed by registered or certified mail (postage and charges prepaid, return
receipt requested) to Ross at the address set forth below Ross' name on the
signature page hereof, and to the partnership or Industries at 919 North
Michigan Avenue, 15h Floor, Chicago, Illinois 60611 Attention: Robert W.
Berliner, Jr., General Counsel, or to such other address as either party may
have furnished to the other in writing in accordance herewith.
12. Option Personal. The Option granted hereunder is personal to
Ross, may only be exercised by Ross, a personal representative of his estate or
a Permitted Assignee (as defined in this Section 12) and may not be transferred
by Ross except to his spouse, children, grandchildren or trusts for their
benefit ("Permitted Assigns").
13. Binding Effect. This Agreement shall inure to the benefit of
and be binding upon the parties hereto, the successors of the Partnership and
Industries, the personal representatives of the estate of Ross and Permitted
Assigns
-7-
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 58 of 77 Pages
but may not be assigned by either party hereto except as permitted under
Section 12.
14. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Illinois.
15. Amendment; Waiver. No amendment or waiver of any provision of
this Agreement or consent to departure therefrom shall be effective unless in
writing and signed by the Partnership, Industries and Ross in the case of an
amendment, or by the party which is the beneficiary of any such provision in the
case of a waiver or a consent to depart therefrom.
-8-
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 59 of 77 Pages
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto all as of the day and year first above written.
Partnership:
JUPITER INTEGON LIMITED PARTNERSHIP
By: Jupiter Industries, Inc.
as General Partner
By:/s/ Jerrold Wexler
--------------------------
Its: Chairman
----------------------
Ross:
Name:/s/ Edward W. Ross
-----------------------------
Edward W. Ross
Address: 1240 Lake Shore Dr.
--------------------------
Chicago, IL 60610
--------------------------
Industries:
JUPITER INDUSTRIES, INC.
By:/s/ George E. Murphy
--------------------------
Its: Vice-President
----------------------
-9-
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 60 of 77 Pages
Each of the undersigned entities, being a limited partner of Jupiter
Integon Limited Partnership, an Illinois limited partnership (the
"Partnership"), does hereby approve the foregoing Option Agreement among the
Partnership, Jupiter
Industries, Inc. and Edward W. Ross.
Dated as of March 31, 1992
ELGIN NATIONAL INDUSTRIES, INC.
By: /s/ C. H. Jamison
--------------------------
Its: Vice President
----------------------
JUPITER CORP. TRANSPORTATION SYSTEM
By: /s/ C. H. Jamison
--------------------------
Its: Chairman
----------------------
-10-
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 61 of 77 Pages
EXHIBIT V
JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of the amended statement on Schedule 13D (including all further
amendments thereto) with respect to the Common Stock, par value $.01 per share,
of Integon Corporation, a Delaware corporation.
This Agreement may be executed in counterparts, each
of which taken together shall constitute one and the same
instrument.
Dated: November 30, 1992
INTEGON LIFE INSURANCE CORPORATION
By:/s/ Mark W. Shartle
----------------------------------------
Name: Mark W. Shartle
Title: Executive Vice President
and Chief Financial Officer
INTEGON FINANCIAL LIFE INSURANCE
CORPORATION
By:/s/ Mark W. Shartle
----------------------------------------
Name: Mark W. Shartle
Title: Senior Vice President
and Chief Financial Officer
INTEGON LIFE CORPORATION
By:/s/ Mark W. Shartle
----------------------------------------
Name: Mark W. Shartle
Title: Senior Vice President
and Chief Financial Officer
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 62 of 77 Pages
INTEGON PARTNERS II L.P.
By: Integon Life Partners L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By:/s/ Madie Ivy
------------------------
General Partner
By: Jupiter Industries, Inc.
General Partner
By:
------------------------------
Edward W. Ross
President
INTEGON LIFE PARTNERS L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By:/s/ Madie Ivy
General Partner
By: Jupiter Industries, Inc.
General Partner
By:
-----------------------------------
Edward W. Ross
President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 63 of 77 Pages
INTEGON PARTNERS II L.P.
By: Integon Life Partners L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By:
------------------------
General Partner
By: Jupiter Industries, Inc.
General Partner
By:/s/ Edward W. Ross
------------------------------
Edward W. Ross
President
INTEGON LIFE PARTNERS L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By:
------------------------------
General Partner
By: Jupiter Industries, Inc.
General Partner
By:/s/ Edward W. Ross
-----------------------------------
Edward W. Ross
President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 64 of 77 Pages
INTEGON PARTNERS L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By:/s/ Madie Ivy
------------------------------
General Partner
By: Jupiter Industries, Inc.
General Partner
By:
-----------------------------------
Edward W. Ross
President
HEAD INSURANCE INVESTORS L.P.
By: Heracles Partners L.P.
General Partner
By:/s/ Madie Ivy
-----------------------------------
General Partner
HERACLES PARTNERS L.P.
By:/s/ Madie Ivy
----------------------------------------
General Partner
/s/ John C Head III
----------------------------------------
John C Head III
/s/ Madie Ivy
----------------------------------------
Madie Ivy
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 65 of 77 Pages
INTEGON PARTNERS L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By:
------------------------------
General Partner
By: Jupiter Industries, Inc.
General Partner
By:/s/ Edward W. Ross
-----------------------------------
Edward W. Ross
President
HEAD INSURANCE INVESTORS L.P.
By: Heracles Partners L.P.
General Partner
By:
-----------------------------------
General Partner
HERACLES PARTNERS L.P.
By:
----------------------------------------
General Partner
----------------------------------------
John C Head III
----------------------------------------
Madie Ivy
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 66 of 77 Pages
JUPITER INDUSTRIES, INC.
By:/s/ Edward W. Ross
----------------------------------------
Edward W. Ross
President
/s/ Philip Rootberg
-------------------------------------------
Philip Rootberg, individually
and as Trustee of the Jerrold
Wexler Revocable Trust
/s/ Howard R. Koven
-------------------------------------------
Howard R. Koven, as Trustee
of Tanya Trust No. 1, J.W.
Family Trust Nos. 1-20, Wexler
Family Voting Trust (1992),
and Wexler Family Voting Trust
No. 4
/s/ Edward W. Ross
-------------------------------------------
Edward W. Ross
HEAD ASSET MANAGEMENT L.P.
By:
----------------------------------------
General Partner
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 67 of 77 Pages
JUPITER INDUSTRIES, INC.
By:
---------------------------
Edward W. Ross
President
------------------------------
Philip Rootberg, individually
and as Trustee of the Jerrold
Wexler Revocable Trust
------------------------------
Howard R. Koven, as Trustee
of Tanya Trust No. 1, J.W.
Family Trust Nos. 1-20, Wexler
Family Voting Trust (1992),
and Wexler Family Voting Trust
No. 4
------------------------------
Edward W. Ross
HEAD ASSET MANAGEMENT L.P.
By:/s/ Madie Ivy
---------------------------
General Partner
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 68 of 77 Pages
EXHIBIT VI
POWER OF ATTORNEY
-----------------
Each of the undersigned hereby constitutes and appoints John C Head
III, his, her or its true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him, her or it and in his, her or its
name, place and stead, in any and all capacities, to sign any and all amendments
to the statement on Schedule 13D with respect to the ownership of shares of
Common Stock of Integon Corporation, and other documents in connection
therewith, to be filed with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent all power and authority to do and perform
each and every act requisite and necessary to be done, as fully to all intents
and purposes as he, she or it might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: November 30, 1992
INTEGON LIFE INSURANCE CORPORATION
By: /s/ Mark W. Shartle
-----------------------------------
Name: Mark W. Shartle
Title: Executive Vice President
and Chief Financial Officer
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 69 of 77 Pages
INTEGON FINANCIAL LIFE INSURANCE
CORPORATION
By: /s/ Mark W. Shartle
----------------------------------------
Name: Mark W. Shartle
Title: Senior Vice President
and Chief Financial Officer
INTEGON LIFE CORPORATION
By: /s/ Mark W. Shartle
----------------------------------------
Name: Mark W. Shartle
Title: Senior Vice President
and Chief Financial Officer
INTEGON PARTNERS II L.P.
By: Integon Life Partners L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By:
-------------------------
General Partner
By: Jupiter Industries, Inc.
General Partner
By:
-------------------------------
Edward W. Ross
President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 70 of 77 Pages
INTEGON FINANCIAL LIFE INSURANCE
CORPORATION
By:
----------------------------------------
Name: Mark W. Shartle
Title: Senior Vice President
and Chief Financial Officer
INTEGON LIFE CORPORATION
By:
----------------------------------------
Name: Mark W. Shartle
Title: Senior Vice President
and Chief Financial Officer
INTEGON PARTNERS II L.P.
By: Integon Life Partners L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By:/s/ Madie Ivy
-------------------------
General Partner
By: Jupiter Industries, Inc.
General Partner
By:
-------------------------------
Edward W. Ross
President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 71 of 77 Pages
INTEGON FINANCIAL LIFE INSURANCE
CORPORATION
By:
----------------------------------------
Name: Mark W. Shartle
Title: Senior Vice President
and Chief Financial Officer
INTEGON LIFE CORPORATION
By:
----------------------------------------
Name: Mark W. Shartle
Title: Senior Vice President
and Chief Financial Officer
INTEGON PARTNERS II L.P.
By: Integon Life Partners L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By:
-------------------------
General Partner
By: Jupiter Industries, Inc.
General Partner
By:/s/ Edward W. Ross
-------------------------------
Edward W. Ross
President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 72 of 77 Pages
INTEGON LIFE PARTNERS L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By:/s/ Madie Ivy
-------------------------------
General Partner
By: Jupiter Industries, Inc.
General Partner
By:
-------------------------------
Edward W. Ross
President
INTEGON PARTNERS L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By:/s/ Madie Ivy
-------------------------------
General Partner
By: Jupiter Industries, Inc.
General Partner
By:
-----------------------------------
Edward W. Ross
President
HEAD INSURANCE INVESTORS L.P.
By: Heracles Partners L.P.
General Partner
By:/s/ Madie Ivy
-----------------------------------
General Partner
HERACLES PARTNERS L.P.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 73 of 77 Pages
INTEGON LIFE PARTNERS L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By:
-------------------------------
General Partner
By: Jupiter Industries, Inc.
General Partner
By: /s/ Edward W. Ross
-------------------------------
Edward W. Ross
President
INTEGON PARTNERS L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By:
-------------------------------
General Partner
By: Jupiter Industries, Inc.
General Partner
By: /s/ Edward W. Ross
------------------------------------
Edward W. Ross
President
HEAD INSURANCE INVESTORS L.P.
By: Heracles Partners L.P.
General Partner
By:
------------------------------------
General Partner
HERACLES PARTNERS L.P.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 74 of 77 Pages
By:/s/ Madie Ivy
-----------------------------------------
General Partner
/s/ John C Head III
-----------------------------------------
John C Head III
/s/ Madie Ivy
-----------------------------------------
Madie Ivy
JUPITER INDUSTRIES, INC.
By:
-----------------------------------------
Edward W. Ross
President
--------------------------------------------
Philip Rootberg, individually
and as Trustee of the Jerrold
Wexler Revocable Trust
--------------------------------------------
Howard R. Koven, as Trustee
of Tanya Trust No. 1, J.W.
Family Trust Nos. 1-20, Wexler
Family Voting Trust (1992),
and Wexler Family Voting Trust
No. 4
--------------------------------------------
Edward W. Ross
HEAD ASSET MANAGEMENT L.P.
By:/s/ Madie Ivy
-----------------------------------------
General Partner
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 75 of 77 Pages
By:
-----------------------------------------
General Partner
--------------------------------------------
John C Head III
--------------------------------------------
Madie Ivy
JUPITER INDUSTRIES, INC.
By: /s/ Edward W. Ross
-----------------------------------------
Edward W. Ross
President
/s/ Philip Rootberg
--------------------------------------------
Philip Rootberg, individually
and as Trustee of the Jerrold
Wexler Revocable Trust
/s/ Howard R. Koven
--------------------------------------------
Howard R. Koven, as Trustee
of Tanya Trust No. 1, J.W.
Family Trust Nos. 1-20, Wexler
Family Voting Trust (1992),
and Wexler Family Voting Trust
No. 4
/s/ Edward W. Ross
--------------------------------------------
Edward W. Ross
HEAD ASSET MANAGEMENT L.P.
By:
-----------------------------------------
General Partner
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 76 of 77 Pages
EXHIBIT VII
SUPPLEMENT AMENDMENT
OPTION AGREEMENT
This Agreement ("Supplemental Amendment") dated as of November 2,
1992 is by and among Jupiter Integon Limited Partnership, and Illinois limited
partnership (the "Partnership"), Jupiter Industries, Inc., a Tennessee
corporation ("Industries"), and Edward W. Ross of Chicago, Illinois ("Ross").
INTRODUCTION
This supplemental Amendment supplements and amends the Option
Agreement (the "Option Agreement") dated as of March 31, 1992 by and among the
Partnership, Industries and Ross, which Option Agreement granted to Ross an
option (the "Option") to purchase from the Partnership an aggregate of Five
Hundred Seventy-One Thousand Eight Hundred Seventy-Five (571,875) shares of
Common Stock (the "IC Common Stock"), par value $.01 per share, of Integon
Corporation, a Delaware corporation. The parties desire to provide expressly for
the exercise of the Option in whole at one time or in parts at one or more
times. Capitalized terms used herein and not defined herein shall have the
meanings ascribed to them in the Option Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Option may be exercised by Ross or his Permitted Assigns at
any time in whole or in parts at various times during the Option Term provided
that in no event shall the aggregate number of shares of IC Common Stock
purchased pursuant to exercise exceed the maximum number of Shares subject to
the Option.
2. This Supplemental Amendment supplements and amends the Option
Agreement to the extent provided in Section 1 hereof and the Option Agreement as
hereby supplemented and amended continues in full force and effect.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 77 of 77 Pages
IN WITNESS WHEREOF, this Supplemental Amendment has been duly
executed by the parties hereto all as of the day and year first above written.
Partnership:
JUPITER INTEGON LIMITED PARTNERSHIP
By: Jupiter Industries, Inc.
as General Partner
By:
---------------------------
Its:
-----------------------
Ross: Name:
-------------------------
Edward W. Ross
Address:
----------------------
----------------------
----------------------
Industries:
JUPITER INDUSTRIES, INC.
By:
---------------------------
Its:
-----------------------
Each of the undersigned entities, being a limited partner of Jupiter
Integon Limited Partnership, an Illinois limited partnership (the
"Partnership"), does hereby approve the foregoing Supplemental Amendment among
the Partnership, Jupiter Industries, Inc. and Edward W. Ross.
Dated as of November 2, 1992
ELIGIN NATIONAL INDUSTRIES, INC.
By:___________________________
Its:_______________________
JUPITER CORP. TRANSPORTATION SYSTEM
By:___________________________
Its:_______________________
-2-
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Integon Corporation
-------------------------------------------------------------------
(NAME OF ISSUER)
Common Stock, par value $0.01 per share
-------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
45810F 10 1
-------------------------------------------------------------------
(CUSIP NUMBER)
Albert P. Hand, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison, Tel. (212) 373-3032
1285 Avenue of the Americas, New York, New York 10019-6064
-------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
December 22, 1992
-------------------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 94 Pages
Exhibit Index is on Page 47.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 2 OF 94 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integon Life Insurance Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
CO, IC
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 3 OF 94 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integon Financial Life Insurance Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NORTH CAROLINA
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
CO, IC
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 4 OF 94 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integon Life Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
CO, HC
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 5 OF 94 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Head Asset Management L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
PN, IA
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 6 OF 94 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integon Partners II L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
PN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 7 OF 94 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integon Life Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
PN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 8 OF 94 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integon Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 (SEE ITEM 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF 5,387,500
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
5,387,500
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,387,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
14 TYPE OF REPORTING PERSON*
PN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 9 OF 94 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Head Insurance Investors L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
5,387,500 (SEE ITEM 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
5,387,500 (SEE ITEM 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,387,500 (SEE ITEM 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
14 TYPE OF REPORTING PERSON*
PN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 10 OF 94 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heracles Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
5,387,500 (SEE ITEM 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
5,387,500 (SEE ITEM 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,387,500 (SEE ITEM 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
14 TYPE OF REPORTING PERSON*
PN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 11 OF 94 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John C Head III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
PF, WITH RESPECT TO 2,500 SHARES; NOT APPLICABLE WITH RESPECT TO THE OTHER
SHARES LISTED.
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF 7,490
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
5,387,500 (SEE ITEM 5)
9 SOLE DISPOSITIVE POWER
7,490
10 SHARED DISPOSITIVE POWER
5,387,500 (SEE ITEM 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,387,500 (SEE ITEM 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
14 TYPE OF REPORTING PERSON*
IN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 12 OF 94 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Madie Ivy
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, WITH RESPECT TO 2,500 SHARES; NOT APPLICABLE WITH
RESPECT TO THE OTHER SHARES LISTED.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF 7,490
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
5,387,500 (SEE ITEM 5)
9 SOLE DISPOSITIVE POWER
7,490
10 SHARED DISPOSITIVE POWER
5,387,500 (SEE ITEM 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,387,500 (SEE ITEM 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
14 TYPE OF REPORTING PERSON*
IN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 13 OF 94 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jupiter Industries, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TENNESSEE
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
5,387,500 (SEE ITEM 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
5,387,500 (SEE ITEM 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,387,500 (SEE ITEM 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
14 TYPE OF REPORTING PERSON*
CO
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 14 OF 94 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward W. Ross
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF 406,432
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
5,387,500 (SEE ITEM 5)
9 SOLE DISPOSITIVE POWER
406,432
10 SHARED DISPOSITIVE POWER
5,387,500 (SEE ITEM 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,387,500 (SEE ITEM 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
14 TYPE OF REPORTING PERSON*
IN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 15 OF 94 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Howard R. Koven
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
5,387,500 (SEE ITEM 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
5,387,500 (SEE ITEM 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,387,500 (SEE ITEM 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
14 TYPE OF REPORTING PERSON*
IN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 16 OF 94 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philip Rootberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
5,387,500 (SEE ITEM 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
5,387,500 (SEE ITEM 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,387,500 (SEE ITEM 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
14 TYPE OF REPORTING PERSON*
IN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP NO. 45810F 10 113D Page 17 of 94 Pages
Amendment No. 2 to Schedule 13D
-------------------------------
The statement on Schedule 13D filed on April 9, 1992, as amended by
Amendment No. 1 filed on December 2, 1992 (the "Statement"), relating to the
Common Stock, par value $.01 per share (the "Common Stock") issued by Integon
Corporation (the "Issuer") is hereby amended by this Amendment No. 2 as
indicated below. Unless otherwise indicated, all capitalized terms shall have
the same meaning as provided in the Statement. The Statement, as amended by this
Amendment No. 2, shall be hereinafter referred to as the "Amended Statement."
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 (b) - (c) is hereby amended by deleting the paragraph
------------------------------------------------------------
following the heading "Jupiter, Howard R. Koven, Philip Rootberg and Edward W.
- ------------------------------------------------------------------------------
Ross" and replacing it with the following:
- ------------------------------------------
Jupiter is a privately held Tennessee corporation and has its
principal interests in real estate, insurance, transportation, mechanical
construction, gas gathering and retail and the manufacture and distribution of
fasteners, industrial products and boats, and is a designer and manufacturer of
coal preparation and mineral processing facilities for the mining industry. On
December 3, 1992, Edward W. Ross became Chairman of the Board and Chief
<PAGE>
CUSIP NO. 45810F 10 113D Page 18 of 94 Pages
Executive Officer of Jupiter, and Charles H. Jamison replaced Mr. as President
of Jupiter on December 12, 1992. The principal business address and principal
office of Jupiter, as well as the business address for Mr. Ross, is 919 North
Michigan Avenue, Suite 1500, Chicago, Illinois 60611.
Howard R. Koven, as trustee of Tanya Trust No. 1, J.W. Family Trust
Nos. 1-20, Wexler Family Voting Trust (1991), and Wexler Family Voting Trust No.
4, all of which own voting stock of Jupiter, is a controlling person of Jupiter.
Philip Rootberg, individually, and as a trustee of Jerrold Wexler Revocable
Trust, which owns voting stock of Jupiter, is also a controlling person of
Jupiter. Mr. Koven is an attorney with the law firm of Jenner & Block. The
principal address of Jenner & Block, as well as the business address for Mr.
Koven, is One IBM Plaza, Chicago, Illinois 60611. Mr. Rootberg is an accountant
with the firm Philip Rootberg & Company and an Executive Vice President of
Jupiter. The principal address of Philip Rootberg & Company, as well as the
business address for Mr. Rootberg, is 250 South Wacker Drive, Suite 800,
Chicago, Illinois 60606.
Additional information relating to the directors and executive
officers of Jupiter as of December 21, 1992 is set forth on Schedule D hereto,
which is incorporated herein by reference.
<PAGE>
CUSIP NO. 45810F 10 113D Page 19 of 94 Pages
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by deleting the final two paragraphs and
-----------------------------------------------------------------
replacing them with the following:
- ----------------------------------
On November 5, 1992, the Board of Directors of the Issuer declared a
dividend on the Common Stock payable on December 15, 1992 in shares of Common
Stock in the amount of one share for every ten shares of Common Stock held by
stockholders of record on November 17, 1992 (the "Stock Dividend"). The Stock
Dividend was paid on December 15, 1992.
On December 22, 1992, Integon Partners sold 3,000,000 shares and ILIC sold
631,327 shares of Common Stock to underwriters led by Smith Barney, Harris Upham
& Co. Incorporated and Donaldson, Lufkin & Jenrette Securities Corporation in an
underwritten secondary public offering (the "Secondary Offering") at a price per
share of $25.75, less underwriters' discounts and commissions of $1.00 per
share. Integon Partners informed the Issuer and the other Reporting Persons that
its intention to sell shares of Common Stock was due to requirements of its
partners, including estate settlement purposes.
The Reporting Persons may, and reserve the right to, buy additional
shares or to sell some or all of their holdings in the open market or in one or
more privately negotiated transactions under appropriate circumstances.
<PAGE>
CUSIP NO. 45810F 10 113D Page 20 of 94 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) is hereby amended and restated to read, in its entirety, as
---------------------------------------------------------------------
follows:
- --------
(a) The aggregate percentage of shares of Common Stock reported owned
by each person herein is based upon 17,217,203 shares of outstanding Common
Stock of the Issuer.
As of the close of business on December 22, 1992:
(i) The Reporting Persons own in the
aggregate 5,397,360 shares, which represent approximately 31.3% of the shares of
Common Stock.
(ii) ILIC, IFLIC, ILC, Head Management, Integon Partners II and
Life Partners no longer beneficially own any shares of the Common Stock.
(iii) James T. Lambie, a Director of ILC and of the Issuer, and
the President of the Issuer, is the direct beneficial owner of 39,436 shares of
the Common Stock, which represent approximately 0.2% of the shares of Common
Stock.
(iv) Integon Partners is the direct beneficial owner of 5,387,500
shares of the Common Stock, which represent approximately 31.3% of the shares of
Common Stock.
(v) Because of their positions as the general partners of
Integon Partners, Head Investors and Jupiter may, pursuant to Rule 13d-3, be
deemed to own beneficially the 5,387,500 shares of the Common Stock held
<PAGE>
CUSIP NO. 45810F 10 113D Page 21 of 94 Pages
by Integon Partners, which represent approximately 31.3% of the shares of Common
Stock. Except to the extent of their proportionate interests in Integon
Partners, Head Investors and Jupiter disclaim beneficial ownership of such
shares.
(vi) Because of its position as the general partner of Head
Investors, Heracles may, pursuant to Rule 13d-3, be deemed to own beneficially
5,387,500 shares, which represent approximately 31.3% of the shares of Common
Stock. Except to the extent of its interest in Head Investors, Heracles
disclaims beneficial ownership of such shares.
(vii) As controlling persons of Jupiter, each of Howard R. Koven
and Philip Rootberg may, pursuant to Rule 13d-3, be deemed to own beneficially
5,387,500 shares, which represent approximately 31.3% of the shares of Common
Stock. Mr. Koven disclaims beneficial ownership of such shares and, except to
the extent of his interest in Jupiter, Mr. Rootberg disclaims beneficial
ownership of such shares.
(viii) Edward W. Ross is the direct beneficial owner of 2,370
shares of Common Stock. As a controlling person of Jupiter, Mr. Ross may,
pursuant to Rule 13d-3, be deemed to own beneficially 5,387,500 shares, which
represent approximately 31.3% of the shares of Common Stock. When such shares
are aggregated pursuant to Rule 13d-3, Mr. Ross may be deemed to own
beneficially 5,389,870 shares, which represent approximately 31.3% of the shares
of Common Stock.
<PAGE>
CUSIP NO. 45810F 10 113D Page 22 of 94 Pages
Under an agreement with Jupiter Partnership, Mr. Ross has an option to purchase,
from time to time, in whole or in part, 404,062 shares of Common Stock of the
Issuer presently held by Integon Partners (the "Option Shares"), which option is
exercisable during the period commencing on August 5, 1992 and expiring August
5, 1995 (the "Ross Option"). (See Item 6 of this Statement for a description of
the Ross Option.) Except for the Option Shares and except to the extent of his
interest in Jupiter, Mr. Ross disclaims beneficial ownership of the shares held
by Integon Partners.
(ix) Ms. Ivy is the direct beneficial owner of 3,470 shares of
Common Stock. Because of her position as a general partner of Heracles, Ms. Ivy
may, pursuant to Rule 13d-3, be deemed to own beneficially 5,387,500 shares of
Common Stock. In addition, Ms. Ivy may be deemed to own beneficially 220 shares
for which she is custodian for her children (the "Custodial Shares") and 220
shares owned by trusts for the benefit of her children, for which she is Trustee
(the "Trust Shares"). Further, as she is married to Mr. Head, Ms. Ivy may be
deemed to own beneficially the 3,580 shares directly owned by Mr. Head. When all
of such shares are aggregated pursuant to Rule 13d-3, Ms. Ivy may be deemed to
own beneficially 5,394,990 shares, which represent approximately 31.3% of the
shares of Common Stock. Except to the extent of her interests in Heracles, Ms.
Ivy
<PAGE>
CUSIP NO. 45810F 10 113D Page 23 of 94 Pages
disclaims beneficial ownership of the shares held by Integon
Partners.
(x) John C Head III is the direct beneficial owner of 3,580
shares of Common Stock. Because of his position as a general partner of
Heracles, Mr. Head may be deemed to own beneficially 5,387,500 shares of Common
Stock. Further, as he is married to Madie Ivy, and for the reasons described
above with respect to Ms. Ivy's beneficial ownership, Mr. Head may be deemed to
own beneficially the shares directly owned by Ms. Ivy, the Custodial Shares and
the Trust Shares. When all such shares are aggregated pursuant to Rule 13d-3,
Mr. Head may be deemed to own beneficially 5,394,990 shares, which represent
approximately 31.3% of the shares of Common Stock. Except to the extent of his
interests in Heracles, Mr. Head disclaims beneficial ownership of the shares
held by Integon Partners.
(xi) Charles H. Jamison, President, Chief Operating Officer and a
director of Jupiter, and Vice President and a director of ILC, is the direct
beneficial owner of 2,370 shares of Common Stock, which represents less than
0.1% of the shares of Common Stock.
(xii) Mark Shartle, the Senior Vice President, Chief Financial
Officer and a director of ILC, the Senior Vice President, Chief Financial
Officer and a director of IFLIC, and the Executive Vice President, Chief
Financial Officer and a director of ILIC, is the direct beneficial
<PAGE>
CUSIP NO. 45810F 10 113D Page 24 of 94 Pages
owner of 1,100 shares of Common Stock, which represents less than 0.1% of the
shares of Common Stock.
(xiii) Candace L. Straight, a director of ILC, is the direct
beneficial owner of 3,580 shares of Common Stock, which represents less than
0.1% of the shares of Common Stock.
(xiv) Dennis M. Troha, a director of ILC, is the direct beneficial
owner of 2,370 shares of Common Stock, which represents less than 0.1% of the
shares of Common Stock.
Item 5(b) is hereby amended and restated to read, in its entirety, as
follows:
(b) Head Investors, Heracles, Mr. Head and Ms. Ivy, on the one hand,
and Jupiter and its controlling persons Howard R. Koven, Philip Rootberg and
Edward W. Ross, on the other hand, exercise shared power to vote or to direct
the vote, and shared power to dispose or direct the disposition, of the
5,387,500 shares of Common Stock beneficially owned by them through their
respective general partner interests in Integon Partners. In addition, as
between themselves, Mr. Head and Ms. Ivy exercise shared power to vote or to
direct the vote, and shared power to dispose or direct the disposition, of
shares of Common Stock beneficially owned by them through their respective
general partner interests in Heracles. Moreover, Messrs. Koven, Rootberg and
Ross exercise shared power to vote or to direct
<PAGE>
CUSIP NO. 45810F 10 113D Page 25 of 94 Pages
the vote, and shared power to dispose or direct the disposition, of shares of
Common Stock beneficially owned by them through their respective controlling
interests in Jupiter and through their positions as members of Jupiter's Board
of Directors.
Except as set forth above, each of the Reporting Persons has sole
power to vote or direct the vote and sole power to dispose or direct the
disposition of the shares of Common Stock of which it has beneficial ownership.
Item 5(c) is hereby amended and restated to read, in its entirety, as
follows:
(c) See Item 4 for information presented with respect to the sale of
shares of Common Stock on December 22, 1992 pursuant to the Secondary Offering.
Item 5(d) is hereby amended and restated to read, in its entirety, as
follows:
(d) In addition to the Reporting Persons, the limited partners of
each of Integon Partners, Head Investors and Heracles may have the right to
receive dividends from, or the proceeds from the sale of, the shares of the
Common Stock. Jupiter Partnership, which is a limited partner of Integon
Partners, has such an interest relating to approx imately 15.6% of the issued
and outstanding shares of the Common Stock, and Jupiter Corp. Transportation
System, an Illinois corporation, and Elgin National Industries, Inc., a Delaware
corporation, which are limited partners of Jupiter
<PAGE>
CUSIP NO. 45810F 10 113D Page 26 of 94 Pages
Partnership and subsidiaries of Jupiter, each have such interests relating to
approximately 7.8% of the issued and outstanding shares of Common Stock.
Item 5(e) is hereby amended by adding the following to the end thereof:
(e) As a result of ILIC's sale in the Secondary Offering of all of
the shares of Common Stock it owned, the following Reporting Persons ceased to
be beneficial owners of Common Stock on December 22, 1992 and, after the filing
of Amendment No. 2 to this Statement, will cease to be reporting persons or
members of the "group" of reporting persons herein:
Integon Life Insurance Corporation, Integon Financial Life Insurance
Corporation, Integon Life Corporation, Head Asset Management L.P., Integon
Partners II L.P. and Integon Life Partners L.P.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended by deleting the third paragraph thereof and
--------------------------------------------------------------------
replacing it with the following:
- --------------------------------
The Issuer, Integon Partners, ILIC and Smith Barney, Harris Upham &
Co. Incorporated and Donaldson, Lufkin & Jenrette Securities Corporation, as
Representatives of the several underwriters of the Secondary Offering, are
parties to an Underwriting Agreement, dated December 15, 1992, which is filed
herewith as Exhibit VIII and is
<PAGE>
CUSIP NO. 45810F 10 113D Page 27 of 94 Pages
incorporated herein by reference. Such Underwriting Agreement provides for the
underwriting of the shares sold in the Secondary Offering. See Item 4 for
additional information presented with respect to the sale of shares of Common
Stock on December 22, 1992 pursuant to the Secondary Offering.
Pursuant to an Option Agreement dated as of March 31, 1992, among
Jupiter Partnership, Jupiter and Mr. Ross, as supplemented and amended (the
"Ross Option Agreement"), Jupiter Partnership has granted to Mr. Ross an option
to purchase certain shares of Common Stock held by Integon Partners. The Ross
Option is presently exercisable with regard to 404,062 shares of Common Stock.
Mr. Ross may exercise the Ross Option, from time to time, in whole or in part,
during the period commencing on August 5, 1992 and expiring on August 5, 1995.
Mr. Ross must give Jupiter and Jupiter Partnership notice of exercise of his
option, and the closing date for the purchase is to be not more than thirty days
or less than ten days from the date of such notice. Jupiter Partnership has
agreed to use its best efforts either to amend the Integon Partners partnership
agreement to provide for a distribution of the Option Shares to Jupiter
Partnership at the closing of Mr. Ross's purchase in order to enable Jupiter
Partnership to deliver the Option Shares to Mr. Ross, or to obtain from Integon
Partners an agreement to transfer the Option Shares to Mr. Ross at the
<PAGE>
CUSIP NO. 45810F 10 113D Page 28 of 94 Pages
closing. In addition, pursuant to such agreement, in the event Mr. Ross
exercises his option and Jupiter Partnership is unable to deliver or cause the
delivery of the Option Shares to Mr. Ross, Jupiter Partnership shall cause
Integon Partners to be dissolved as a partnership in order to cause the
necessary distribution of the Option Shares to Jupiter Partnership. In addition,
such agreement provides that if Jupiter Partnership becomes obligated to cause
Integon Partners to be dissolved or to effect a partial distribution, Jupiter
shall take such action as shall be necessary to effect such dissolution or
distribution.
Prior to the closing of the Secondary Offering, the Ross Option was
exercisable with respect to 629,062 shares of Common Stock. Pursuant to an
alternative procedure contained in the Ross Option Agreement which Mr. Ross
elected to exercise, Mr. Ross received an amount in cash equal to the portion of
the net proceeds of the Secondary Offering relating to 225,000 shares of Common
Stock underlying the Ross Option, less the option price with respect to such
shares. As a result, the Ross Option has been exercisable with respect to
404,062 shares of Common Stock.
<PAGE>
CUSIP NO. 45810F 10 113D Page 29 of 94 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended by adding the following to the end thereof:
--------------------------------------------------------------------
Exhibit VIII -- Underwriting Agreement, dated
December 15, 1992, among the
Issuer, Integon Partners,
ILIC, Smith Barney, Harris
Upham & Co. Incorporated and
Donaldson, Lufkin & Jenrette
Securities Corporation, as
Representatives of the several
underwriters listed therein.
<PAGE>
CUSIP NO. 45810F 10 113D Page 30 of 94 Pages
SCHEDULE D
Directors and Executive Officers of
Jupiter Industries, Inc.
("Jupiter")
DIRECTORS:
1. Leonard Golan
Suite 2315
Three First National Plaza
Chicago, Illinois 60602
Present Principal Occupation or Employment: Attorney
at the law firm of Leonard W. Golan, Ltd.
2. Charles H. Jamison
919 North Michigan Avenue
Suite 1500
Chicago, Illinois 60611
Present Principal Occupation or Employment: President
and Chief Operating Officer of Jupiter
3. Howard R. Koven
One IBM Plaza
Chicago, Illinois 60611
Present Principal Occupation or Employment: Attorney
at the law firm of Jenner & Block
4. Philip Rootberg
250 South Wacker Drive
Suite 800
Chicago, Illinois 60606
Present Principal Occupation or Employment: Certified
Public Accountant at the firm of Philip Rootberg &
Company -- Certified Public Accountants, and Executive
Vice President of Jupiter
5. Edward W. Ross
919 North Michigan Avenue
Suite 1500
Chicago, Illinois 60611
Present Principal Occupation or Employment: Chairman
of the Board and Chief Executive Officer of Jupiter
<PAGE>
CUSIP NO. 45810F 10 113D Page 31 of 94 Pages
6. Donald A. Smith
919 North Michigan Avenue
Suite 1500
Chicago, Illinois 60611
Present Principal Occupation or Employment: President
of Jupiter Realty Corporation and Vice President of
Jupiter
ADDITIONAL EXECUTIVE OFFICERS:
7. Robert W. Berliner, Jr.
919 North Michigan Avenue
Suite 1500
Chicago, Illinois 60611
Present Principal Occupation or Employment: Secretary
and General Counsel of Jupiter and Jupiter Realty
Corporation
8. George E. Murphy
919 North Michigan Avenue
Suite 1500
Chicago, Illinois 60611
Present Principal Occupation or Employment: Executive
Vice President of Finance of Jupiter
9. John Starcevich
919 North Michigan Avenue
Suite 1500
Chicago, Illinois 60611
Present Principal Occupation or Employment: Treasurer
of Jupiter
<PAGE>
CUSIP NO. 45810F 10 113D Page 32 of 94 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 23, 1992
INTEGON LIFE INSURANCE CORPORATION
By: *
-----------------------------------
Name: Mark W. Shartle
Title: Executive Vice President
and Chief Financial
Officer
* By: /s/ John C Head III
------------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
CUSIP NO. 45810F 10 113D Page 33 of 94 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 23, 1992
INTEGON FINANCIAL LIFE INSURANCE
CORPORATION
By: *
-----------------------------------
Name: Mark W. Shartle
Title: Senior Vice President and
Chief Financial Officer
* By: /s/ John C Head III
----------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
CUSIP NO. 45810F 10 113D Page 34 of 94 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 23, 1992
INTEGON LIFE CORPORATION
By: *
-----------------------------------
Name: Mark W. Shartle
Title: Senior Vice President and
Chief Financial Officer
* By: /s/ John C Head III
-------------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
CUSIP NO. 45810F 10 113D Page 35 of 94 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 23, 1992
HEAD ASSET MANAGEMENT L.P.
By: *
-----------------------------------
Name: Madie Ivy
Title: General Partner
* By: /s/ John C Head III
-------------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
CUSIP NO. 45810F 10 113D Page 36 of 94 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 23, 1992
INTEGON PARTNERS II L.P.
By: Integon Life Partners L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By: *
-------------------------
Name: Madie Ivy
Title: General Partner
By: Jupiter Industries, Inc.
General Partner
By: *
-----------------------------
Name: Edward W. Ross
Title: President
* By: /s/ John C Head III
------------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
CUSIP NO. 45810F 10 113D Page 37 of 94 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 23, 1992
INTEGON LIFE PARTNERS L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By: *
---------------------------
Name: Madie Ivy
Title: General Partner
By: Jupiter Industries, Inc.
General Partner
By: *
------------------------------
Name: Edward W. Ross
Title: President
* By: /s/ John C Head III
------------------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
CUSIP NO. 45810F 10 113D Page 38 of 94 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 23, 1992
INTEGON PARTNERS L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By: *
------------------------
Name: Madie Ivy
Title: General Partner
By: Jupiter Industries, Inc.
General Partner
By: *
--------------------------
Name: Edward W. Ross
Title: President
* By: /s/ John C Head III
--------------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
CUSIP NO. 45810F 10 113D Page 39 of 94 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 23, 1992
HEAD INSURANCE INVESTORS L.P.
By: Heracles Partners L.P.
General Partner
By: *
------------------------
Name: Madie Ivy
Title: General Partner
* By: /s/ John C Head III
------------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
CUSIP NO. 45810F 10 113D Page 40 of 94 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 23, 1992
HERACLES PARTNERS L.P.
By: *
---------------------------
Name: Madie Ivy
Title: General Partner
* By: /s/ John C Head III
----------------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
CUSIP NO. 45810F 10 113D Page 41 of 94 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 23, 1992
/s/ John C Head III
--------------------------------
John C Head III
<PAGE>
CUSIP NO. 45810F 10 113D Page 42 of 94 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 23, 1992
*
-------------------------
Madie Ivy
* By: /s/ John C Head III
------------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
CUSIP NO. 45810F 10 113D Page 43 of 94 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 23, 1992
JUPITER INDUSTRIES, INC.
By: *
------------------------------
Name: Edward W. Ross
Title: President
* By: /s/ John C Head III
--------------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
CUSIP NO. 45810F 10 113D Page 44 of 94 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 23, 1992
*
----------------------------
Edward W. Ross
* By: /s/ John C Head III
------------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
CUSIP NO. 45810F 10 113D Page 45 of 94 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 23, 1992
*
------------------------------
Howard R. Koven, as Trustee of
Tanya Trust No. 1, J.W. Family
Trust Nos. 1-20, Wexler Family
Voting Trust (1992), and
Wexler Family Voting Trust
No. 4
* By: /s/ John C Head III
-------------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
CUSIP NO. 45810F 10 113D Page 46 of 94 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 23, 1992
*
-----------------------------
Philip Rootberg, individually
and as Trustee of the Jerrold
Wexler Revocable Trust
* By: /s/ John C Head III
-------------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
CUSIP NO. 45810F 10 113D Page 47 of 94 Pages
Index to Exhibits
Page No. in
Sequential Numbering
Exhibit System
- ------- ------
========================================= =====================
VI Power of Attorney appointing Incorporated by
John C Head III as attorney-in- Reference from
fact for all Reporting Persons Amendment No. 1
- ----------------------------------------- ---------------------
VIII Underwriting Agreement, dated 48
December 15, 1992, among the
Issuer, Integon Partners, ILIC,
Smith Barney, Harris Upham &
Co. Incorporated and Donaldson,
Lufkin & Jenrette Securities
Corporation, as Representatives
of the several underwriters
listed therein
========================================= =====================
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 48 of 94 Pages
Exhibit VIII
3,631,327 Shares
INTEGON CORPORATION
Common Stock
UNDERWRITING AGREEMENT
December 15, 1992
SMITH BARNEY, HARRIS UPHAM & CO. INCORPORATED
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
As Representatives of the Several Underwriters
c/o SMITH BARNEY, HARRIS UPHAM & CO. INCORPORATED
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
Integon Partners L.P., a Delaware limited partnership ("Integon
Partners") and Integon Life Insurance Corporation, a North Carolina corporation
("Integon Life"; together with Integon Partners, the "Selling Shareholders")
each propose to sell to the several Underwriters named in Schedule I hereto (the
"Underwriters") the number of shares (the "Shares") of common stock, $0.01 par
value (the "Common Stock"), of Integon Corporation, a Delaware corporation ("the
Company"), listed opposite its name in Schedule II hereto, constituting an
aggregate of 3,631,327 shares of the Common Stock.
The Company and the Selling Stockholders wish to confirm as follows
their respective agreements with you (the "Representatives") and the other
several Underwriters on whose behalf you are acting, in connection with the
several purchases of the Shares by the Underwriters.
1. Registration Statement and Prospectus. The Company has prepared
and filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder (collectively, the
"Act"), a registration statement on Form S-1 under the Act (the "registration
statement"), including a prospectus subject to completion relating to the
Shares. The term "Registration Statement" as used in this Agreement means the
registration statement (including all financial schedules and exhibits), as
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 49 of 94 Pages
amended at the time it becomes effective, or, if the registration statement
became effective prior to the execution of this Agreement, as supplemented or
amended prior to the execution of this Agreement. If it is contemplated, at the
time this Agreement is executed, that a post-effective amendment to the
registration statement will be filed and must be declared effective before the
offering of the Shares may commence, the term "Registration Statement" as used
in this Agreement means the registration statement as amended by said
post-effective amendment. The term "Prospectus" as used in this Agreement means
the prospectus in the form included in the Registration Statement, or, if the
prospectus included in the Registration Statement omits information in reliance
on Rule 430A under the Act and such information is included in a prospectus
filed with the Commission pursuant to Rule 424(b) under the Act, the term
"Prospectus" as used in this Agreement means the prospectus in the form included
in the Registration Statement as supplemented by the addition of the Rule 430A
information contained in the prospectus filed with the Commission pursuant to
Rule 424(b). The term "Prepricing Prospectus" as used in this Agreement means
the prospectus subject to completion in the form included in the registration
statement at the time of the initial filing of the registration statement with
the Commission, and as such prospectus shall have been amended from time to time
prior to the date of the Prospectus.
2. Agreements to Sell and Purchase. Each Selling Stockholder hereby
agrees, subject to all the terms and conditions set forth herein, severally and
not jointly, to sell to the several Underwriters the number of the Shares set
forth in Schedule II opposite such Selling Stockholder's name, and, upon the
basis of the representations, warranties and agreements of the Company and the
Selling Stockholders herein contained and subject to all the terms and
conditions set forth herein, each Underwriter agrees, severally and not jointly,
to purchase from the Selling Stockholders, at the purchase price of $24.75 per
Share (the "purchase price per share") the number of Shares set forth opposite
the name of such Underwriter in Schedule I hereto (or such number of Shares
increased as set forth in Section 12 hereof).
3. Terms of Public Offering. The Selling Stockholders have been
advised by you that the Underwriters propose to make a public offering of the
Shares as soon after the Registration Statement and this Agreement have become
effective as in your judgment is advisable and initially to offer the Shares
upon the terms set forth in the Prospectus.
4. Delivery of the Shares and Payment Therefor. Delivery to you for
the account of the Underwriters of and payment for the Shares shall be made at
the office of Smith Barney, Harris Upham & Co. Incorporated, 1345 Avenue of the
Americas, New York, NY 10105, at 10:00 A.M., New York City time,
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 50 of 94 Pages
on December 22, 1992 (the "Closing Date"). The place of closing for the Shares
and the Closing Date may be varied by agreement between you and the Selling
Stockholders.
Certificates for the Shares shall be registered in such names and in
such denominations as you shall request in writing prior to 1:00 P.M., New York
City time, on the third business day preceding the Closing Date. Such
certificates shall be made available to you in New York City for inspection and
packaging not later than 9:30 A.M., New York City time, on the business day next
preceding the Closing Date. The certificates evidencing the Shares shall be
delivered to you on the Closing Date against payment of the purchase price
therefor by certified or official bank check or checks payable in New York
Clearing House (next day) funds to the order of Integon Partners or Integon
Life, as appropriate.
5. Agreements of the Company. The Company agrees with the several
Underwriters as follows:
(a) If, at the time this Agreement is executed and delivered, it is
necessary for the Registration Statement or a post-effective amendment thereto
to be declared effective before the offering of the Shares may commence, the
Company will endeavor to cause the Registration Statement or such post-effective
amendment to become effective as soon as possible and will advise you promptly
and, if requested by you, will confirm such advice in writing, when the
Registration Statement or such post-effective amendment has become effective.
(b) The Company will advise you promptly and, if requested by you,
will confirm such advice in writing: (i) of any request by the Commission for
amendment of or a supplement to the Registration Statement, any Prepricing
Prospectus or the Prospectus or for additional information; (ii) of the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement or of the suspension of qualification of the Shares for
offering or sale in any jurisdiction or the initiation of any proceeding for
such purpose; and (iii) within the period of time referred to in paragraph (f)
below, of any change in the condition (financial or other), business, prospects,
properties, net worth or results of operations of the Company and its
Subsidiaries (as hereinafter defined) taken as a whole, or of the happening of
any event which makes any statement made in the Registration Statement or the
Prospectus (as then amended or supplemented) untrue or which requires the making
of any additions to or changes in the Registration Statement or the Prospectus
(as then amended or supplemented) in order to state a material fact required by
the Act to be stated therein or necessary in order to make the statements
therein not misleading, or of the necessity to amend or supplement the
Prospectus (as then amended or supplemented) to comply with the Act or any other
law. If at any time the Commission shall issue any stop order
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 51 of 94 Pages
suspending the effectiveness of the Registration Statement, the Company will
make every reasonable effort to obtain the withdrawal of such order at the
earliest possible time.
(c) The Company will furnish to each of you and to your counsel,
without charge, one signed copy of the registration statement as originally
filed with the Commission and of each amendment thereto, in each case including
financial statements and all exhibits thereto, and will also furnish to each of
you and your counsel, without charge, such number of conformed copies of the
registration statement as originally filed and of each amendment thereto, as you
or your counsel may reasonably request.
(d) The Company will not (i) file any amendment to the Registration
Statement or make any amendment or supplement to the Prospectus of which you
shall not previously have been advised or to which you shall in good faith
object after being so advised or (ii) during such period as, in the opinion of
counsel for the Underwriters, a Prospectus is required to be delivered in
connection with sales by any Underwriter or dealer, file any information,
documents or reports pursuant to the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder
(collectively, the "Exchange Act") without delivering a copy of such
information, documents or reports to you, as Representatives of the
Underwriters, prior to or concurrently with such filing.
(e) Prior to the execution and delivery of this Agreement, the
Company has delivered to you, without charge, in such quantities as you have
reasonably requested, copies of each form of the Prepricing Prospectus. The
Company consents to the use, in accordance with the provisions of the Act and
with the securities, insurance securities or Blue Sky laws of the jurisdictions
in which the Shares are offered by the several Underwriters and by dealers,
prior to the date of the Prospectus, of each Prepricing Prospectus so furnished
by the Company.
(f) As soon after the execution and delivery of this Agreement as is
possible and thereafter from time to time for such period as in the opinion of
counsel for the Underwriters a prospectus is required by law to be delivered in
connection with sales of Shares by any Underwriter or dealer, the Company will
expeditiously deliver to each Underwriter and each dealer, without charge, as
many copies of the Prospectus (and of any amendment or supplement thereto) as
you may reasonably request. The Company consents to the use of the Prospectus
(and of any amendment or supplement thereto) in accordance with the provisions
of the Act and with the securities, insurance securities and Blue Sky laws of
the jurisdictions in which the Shares are offered by the several Underwriters
and by all dealers to whom Shares may be sold, both in connection with the
offering and sale of the Shares and for such period of time thereafter as the
Prospectus is required by law to be delivered in connection
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 52 of 94 Pages
with sales by any Underwriter or dealer. If during such period of time any event
shall occur that in the judgment of the Company or in the opinion of counsel for
the Underwriters is required to be set forth in the Prospectus (as then amended
or supplemented) or should be set forth therein in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or if it is necessary to supplement or amend the Prospectus to
comply with the Act or any other law, the Company will forthwith prepare and,
subject to the provisions of paragraph (d) above, file with the Commission an
appropriate supplement or amendment thereto, and will expeditiously furnish to
the Underwriters and dealers, without charge, such number of copies thereof as
you may reasonably request. In the event that the Company and you, as the
Representatives of the several Underwriters, agree that the Prospectus should be
amended or supplemented, the Company, if requested by you and, subject to
compliance with applicable law, will promptly issue a press release announcing
or disclosing the matters to be covered by the proposed amendment or supplement.
(g) The Company will cooperate with you and with counsel for the
Underwriters in connection with the registration or qualification of the Shares
for offering and sale by the several Underwriters and by dealers under the
securities, insurance securities or Blue Sky laws of such jurisdictions as you
may designate and will file such consents to service of process or other
documents necessary or appropriate in order to effect such registration or
qualification; provided that in no event shall the Company be obligated to
qualify to do business in any jurisdiction where it is not now so qualified or
to take any action which would subject it to service of process in suits, other
than those arising out of the offering or sale of the Shares, in any
jurisdiction where it is not now so subject.
(h) The Company will make generally available to its security holders
a consolidated earnings statement, which need not be audited, covering a
twelve-month period commencing after the effective date of the Registration
Statement and ending not later than 15 months thereafter, as soon as practicable
after the end of such period, which consolidated earnings statement shall
satisfy the provisions of Section 11(a) of the Act.
(i) During the period of five years after the date of this Agreement,
the Company will furnish to you (i) as soon as available, a copy of each report
of the Company mailed to stockholders or filed with the Commission or the New
York Stock Exchange and available to the public, and (ii) from time to time such
other information concerning the Company as you may reasonably request.
(j) If this Agreement shall terminate or shall be terminated after
execution pursuant to any provision hereof (otherwise than pursuant to the
second paragraph of Section 12
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 53 of 94 Pages
hereof or by notice given by you terminating this Agreement pursuant to Section
12 or Section 13 hereof) or if this Agreement shall be terminated by the
Representatives because of any failure or refusal on the part of the Company or
the Selling Stockholders to comply with the terms or fulfill any of the
conditions of this Agreement, the Company agrees to reimburse the
Representatives for all out-of-pocket expenses (including fees and expenses of
counsel for the Underwriters) incurred by you in connection herewith.
(k) If Rule 430A of the Act is employed, the Company will timely file
the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the
time and manner of such filing.
(l) The Company will not, and will use its best efforts to cause its
officers and directors not to, offer, issue, sell, contract to issue or sell or
otherwise dispose of, directly or indirectly, any capital stock of the Company
or any securities convertible into or exercisable or exchangeable for capital
stock of the Company, or grant any options or warrants to purchase capital stock
of the Company except for the grant of stock options pursuant to the Company's
1992 Stock Option Plan and for the issuance of stock pursuant to the Company's
1992 Non-Employee Director Stock Plan, prior to April 1, 1993, without your
prior written consent.
(m) The Company has furnished or will furnish to you "lock-up" letter
agreements, in form and substance satisfactory to you and your counsel, signed
by each of its current executive officers and directors (other than its two
independent directors), pursuant to which each such executive officer or
director will agree not to offer or sell or contract to offer or sell or
otherwise dispose of any shares of capital stock of the Company prior to April
1, 1993.
(n) The Company will not take, directly or indirectly, any action
designed to or that might reasonably be expected to cause or result in
stabilization or manipulation of the price of the Common Stock to facilitate the
sale or resale of the Shares.
(o) The Company will use its best efforts to have the Shares listed
on the New York Stock Exchange concurrently with the effectiveness of the
Registration Statement.
(p) The Company has complied and will comply with all the provisions
of Florida H.B. 1171, codified as section 517.075 of the Florida Statutes, and
all regulations promulgated thereunder relating to issuers doing business with
Cuba.
6. Agreements of the Selling Stockholders. Each of the Selling
Stockholders severally agrees with the several Underwriters and the other
Selling Stockholder as follows:
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 54 of 94 Pages
(a) If, at the time this Agreement is executed and delivered, it is
necessary for the Registration Statement or a post-effective amendment thereto
to be declared effective before the offering of the Shares may commence, such
Selling Stockholder will cooperate to the extent necessary to cause the
Registration Statement or any post-effective amendment thereto to become
effective at the earliest possible time.
(b) Such Selling Stockholder will pay all federal and other taxes, if
any, on the transfer or sale of the Shares being sold by such Selling
Stockholder to the Underwriters.
(c) Such Selling Stockholder will do or perform all things required
to be done or performed by such Selling Stockholder prior to the Closing Date to
satisfy all conditions precedent to the delivery of the Shares pursuant to this
Agreement.
(d) Such Selling Stockholder will not offer, sell, contract to sell
or otherwise dispose of any Common Stock, or grant any options or warrants to
purchase Common Stock, except for the sale of the Shares to the Underwriters
pursuant to this Agreement, prior to April 1, 1993, without your prior written
consent.
(e) Such Selling Stockholder will not take, directly or indirectly,
any action designed to or that might reasonably be expected to cause or result
in stabilization or manipulation of the price of the Common Stock to facilitate
the sale or resale of the Shares.
(f) Such Selling Stockholder will advise you promptly, and if
requested by you, will confirm such advice in writing, within the period of time
referred to in Section 5(f) hereof, of any change in the information under the
captions "Selling and Other Principal Stockholders" and "Use of Proceeds" in the
Prospectus (as then amended or supplemented) relating to such Selling
Stockholder (and to the shares of Common Stock owned by it).
7. Representations and Warranties of the Company. The Company
represents and warrants to each Underwriter that:
(a) Each Prepricing Prospectus included as part of the registration
statement as originally filed or as part of any amendment or supplement thereto,
or filed pursuant to Rule 424 under the Act, complied as to form when so filed
in all material respects with the provisions of the Act. The Commission has not
issued any order preventing or suspending the use of any Prepricing Prospectus.
(b) The registration statement in the form in which it became or
becomes effective and also in such form as it may be
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 55 of 94 Pages
when any post-effective amendment thereto shall become effective and the
Prospectus and any supplement or amendment thereto when filed with the
Commission under Rule 424(b) under the Act, or, if not so filed, when first used
in connection with the offering of the Shares, complied or will comply in all
material respects with the provisions of the Act and did not or will not at any
such times contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except that this representation and warranty does not
apply to statements in or omissions from the Registration Statement or the
Prospectus or any supplement or amendment thereto made in reliance upon and in
conformity with information relating to any Underwriter furnished to the Company
in writing by or on behalf of any Underwriter through you expressly for use
therein.
(c) The Company's authorized and outstanding capitalization as of
September 30, 1992 is as set forth under the caption "Capitalization" in the
Prospectus; all the outstanding shares of Common Stock of the Company (including
the Shares to be sold by the Selling Stockholders) have been duly authorized and
validly issued, are fully paid and nonassessable and are free of any preemptive
or similar rights. The capital stock of the Company conforms to the description
thereof contained in the Prospectus under the caption "Description of Capital
Stock."
(d) The Company is a corporation duly organized and validly existing
and in good standing under the laws of the State of Delaware with full corporate
power and authority to own, lease and operate its properties and to conduct its
business as described in the Registration Statement and the Prospectus, and is
duly registered or qualified as a foreign corporation to conduct its business
and is in good standing in each jurisdiction where the ownership or leasing of
its properties or the conduct of its business requires such registration or
qualification, except where the failure so to register or qualify would not have
a material adverse effect on the condition (financial or other), business,
prospects, properties, net worth or results of operations of the Company and its
Subsidiaries taken as a whole.
(e) The only subsidiaries of the Company are Integon Indemnity
Corporation, Integon General Insurance Corporation, New South Insurance Company
and Integon Specialty Insurance Company (collectively, the "P&C Subsidiaries"),
Integon Non-Life Holdings Corporation, Salem Underwriters, Inc. and Integon P&C
Corporation (collectively, with the P&C Subsidiaries, the "Subsidiaries"). Each
of the Subsidiaries is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation, with full
corporate power and authority to own, lease and operate its properties and to
conduct its business as described in the Registration Statement and the
Prospectus, and is duly registered or qualified as a foreign corporation to
conduct its business and is in good standing in each jurisdiction
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 56 of 94 Pages
where the ownership or leasing of its properties or the conduct of its business
requires such registration or qualification, except where the failure so to
register or qualify would not have a material adverse effect on the condition
(financial or other), business, prospects, properties, net worth or results of
operations of such Subsidiary. The certificates of authority issued by the
states in which the P&C Subsidiaries are licensed to do business are in full
force and effect, and no proceedings to revoke such certificates are pending or
threatened. All the outstanding shares of capital stock of each of the
Subsidiaries has been duly authorized a validly issued, are fully paid and
nonassessable, and are owned by the Company directly, or indirectly through one
or more of the other Subsidiaries, free and clear of any lien, adverse claim,
security interest, equity or other encumbrance, other than limitations on the
Company's ability to dispose of such shares of capital stock under certain
circumstances, as set forth in the Indenture dated as of August 15, 1992 between
the Company and The First National Bank of Chicago, as Trustee (the
"Indenture").
(f) Other than as described in the Prospectus, no outstanding
warrants or options to purchase any shares of capital stock of the Company or
any of the Subsidiaries have been granted by the Company.
(g) There are no legal or governmental proceedings pending or, to the
knowledge of the Company, threatened, against the Company or any of the
Subsidiaries, or to which the Company or any of the Subsidiaries or any of their
respective properties, is subject, that are required to be described in the
Registration Statement or the Prospectus and are not described as required, and
there are no agreements, contracts, indentures, leases or other instruments that
are required to be described in the Registration Statement or the Prospectus or
to be filed as an exhibit to the Registration Statement that are not described
or filed as required by the Act. The descriptions of the terms of any such
agreements, contracts, indentures or other instruments contained in the
Registration Statement or the Prospectus are correct in all material respects.
(h) Neither the Company nor any of the Subsidiaries is (A) in
violation of its certificate or articles of incorporation or by-laws, or other
organizational documents, as amended and in effect on the date hereof, or (B) in
violation of any law, ordinance, administrative or governmental rule or
regulation applicable to the Company or any of the Subsidiaries or any of their
respective properties, or (C) in violation of any judgment, injunction, order or
decree of any court, governmental agency or body (including, without limitation,
any insurance regulatory agency or body) or arbitrator having jurisdiction over
the Company or any of the Subsidiaries, or (D) in default in the performance of
any obligation, agreement or condition contained in any bond, debenture, note,
other evidence of indebtedness,
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 57 of 94 Pages
agreement, indenture, lease or other instrument to which the Company or any of
the Subsidiaries is a party or by which any of them may be bound or to which any
of their respective properties may be subject, except in the cases of (B), (C)
or (D) where any such violation or default would not have a material adverse
effect on the condition (financial or other), business, prospects, properties,
net worth or results of operations of the Company and the Subsidiaries taken as
a whole.
(i) Neither the execution, delivery or performance of this Agreement
by the Company nor the consummation of any of the transactions contemplated
herein (A) requires any consent, approval, authorization or other order of, or
registration or filing with, any court, regulatory body, arbitrator,
administrative agency or other governmental body, agency or official (including,
without limitation, any insurance regulatory agency or body), except such as
have been obtained under the Act and the Exchange Act and except as may be
required under the Blue Sky or securities laws or insurance securities laws of
various jurisdictions, all of which have been or will be obtained on or prior to
the Closing Date, and except where failure to obtain any such consent, approval,
authorization or order, or to effect any such registration or filing would not
have a material adverse effect on the condition (financial or other), business,
prospects, properties, net worth or results of operations of the Company and the
Subsidiaries taken as a whole, or (B) conflicts or will conflict with or
constitutes or will constitute a breach of, or a default under, the certificate
or articles of incorporation or by-laws, or other organizational documents, of
the Company or any of the Subsidiaries, or (C) conflicts or will conflict with
or constitutes or will constitute a breach of, or a default under, any bond,
debenture, note, other evidence of indebtedness, agreement, indenture, lease or
other instrument to which the Company or any of the Subsidiaries is a party or
by which any of them may be bound or to which any of their respective properties
may be subject, except where any such conflict, or breach or default would not
have a material adverse effect on the condition (financial or other), business,
prospects, properties, net worth or results of operations of the Company and the
Subsidiaries taken as a whole, or (D) violates or will violate any law,
ordinance, administrative or governmental rule or regulation in effect on the
date hereof applicable to the Company or any of the Subsidiaries or any of their
respective properties, or any judgment, injunction, order or decree of any
court, governmental agency or body (including, without limitation, any insurance
regulatory agency or body) or arbitrator having jurisdiction over the Company or
any of the Subsidiaries or any of their respective properties, except where any
such violation would not have a material adverse effect on the condition
(financial or other), business, prospects, properties, net worth or results or
operations of the Company and the Subsidiaries taken as a whole, or (E) will
result in the creation or imposition of any lien, charge or encumbrance upon
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 58 of 94 Pages
any property or assets of the Company or any of the Subsidiaries pursuant to the
terms of any agreement or instrument to which any of them is a party or by which
any of them may be bound or to which any of their respective properties may be
subject, except where any such lien, charge or encumbrance would not have a
material adverse effect on the condition (financial or other), business,
prospects, properties, net worth or results of operations of the Company and the
Subsidiaries taken as a whole.
(j) To the knowledge of the Company, the accountants, Deloitte &
Touche, who have certified or shall certify the financial statements included in
the Registration Statement and the Prospectus, are independent public
accountants as required by the Act.
(k) The financial statements, together with related schedules and
notes, forming part of the Registration Statement and the Prospectus, present
fairly the consolidated financial position, results of operations and cash flows
of the Company and the Subsidiaries on the basis stated in the Registration
Statement at the respective dates or for the respective periods to which they
apply; such statements and related schedules and notes have been prepared in
accordance with generally accepted accounting principles consistently applied
throughout the periods involved, except as disclosed therein; and the other
financial and statistical information and data included in the Registration
Statement and the Prospectus pertaining to the Company or its Subsidiaries or
former subsidiaries are accurately presented and prepared on a basis consistent
with such financial statements and the books and records of the Company and the
Subsidiaries. The pro forma financial statements of the Company and the
Subsidiaries and the related notes thereto included in the Registration
Statement and the Prospectus have been prepared in accordance with the
applicable requirements of Rule 11-02 of Regulation S-X promulgated under the
Exchange Act.
The statutory financial statements of each of the P&C Subsidiaries
required or permitted to be prepared in accordance with the Insurance Law of the
General Statutes of North Carolina (the "Insurance Law") and the rules and
regulations of the North Carolina Department of Insurance from which certain
ratios and other statistical data contained in the Registration Statement and
the Prospectus have been derived, have for each relevant period been prepared in
conformity with the requirements of the Insurance Law and such rules and
regulations and present fairly the information purported to be shown.
(l) The Company has corporate power and authority to enter into this
Agreement, and the execution and delivery of, and the performance by the Company
of its obligations under, this Agreement have been duly authorized by all
necessary corporate action on the part of the Company, and this Agreement has
been duly executed and delivered by the Company and constitutes the
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 59 of 94 Pages
valid and legally binding agreement of the Company, enforceable against the
Company in accordance with its terms, except as rights to indemnity and
contribution hereunder for liabilities arising under the Act may be limited by
applicable law, and except to the extent that enforcement may be subject to (A)
bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or other similar laws now or hereafter in effect affecting creditors'
rights generally and (B) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).
(m) Except as disclosed in the Registration Statement and the
Prospectus subsequent to the respective dates as of which such information is
given in the Registration Statement and the Prospectus, neither the Company nor
any of the Subsidiaries has incurred any liability or obligation, direct or
contingent, or entered into any transaction, not in the ordinary course of
business, that is material to the Company and the Subsidiaries taken as a whole,
and there has not been any change in the capital stock, or material increase in
the short-term debt, long-term debt or loss and loss adjustment expense
reserves, or any material decrease in statutory surplus, net premiums written,
net investment income, total revenues, net income, investments or total assets
of the Company and the Subsidiaries taken as a whole, or any material adverse
change, or any development involving or which may reasonably be expected to
involve, a prospective material adverse change, in the condition (financial or
other), business, prospects, properties, net worth or results of operations of
the Company and the Subsidiaries taken as a whole.
(n) Each of the Company and each of its Subsidiaries has valid title
to all property (real and personal) described in the Registration Statement or
the Prospectus as being owned by it, free and clear of all liens, claims,
security interests or other encumbrances (collectively, "Liens") except Liens
that are described in the Registration Statement, the Prospectus or in a
document filed as an exhibit to the Registration Statement, covenants limiting
the Company's ability under certain circumstances to dispose of any of the
capital stock of its subsidiaries, as set forth in the Indenture, and except for
Liens that would not have a material adverse effect on the condition (financial
or other), business, prospects, properties, net worth or results of operations
of the Company and the Subsidiaries taken as a whole, and all the property
described in the Prospectus as being held under lease by the Company or any
Subsidiary is held by it under leases that are valid, subsisting and enforceable
in all material respects.
(o) The Company has not distributed and, prior to the later to occur
of (i) the Closing Date and (ii) completion of the distribution of the Shares
the Company will not distribute any offering material in connection with the
offering and sale of the
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CUSIP NO. 45810F 10 1 13D Page 60 of 94 Pages
Shares other than the Registration Statement, the Prepricing Prospectus, the
Prospectus or other materials, if any, permitted by the Act.
(p) Each of the Company and each of its Subsidiaries has such
permits, licenses, certificates, franchises and authorizations of governmental
or regulatory authorities (including, without limitation, all permits, licenses,
certificates, franchises and authorizations of all applicable insurance
regulatory agencies or bodies) ("permits") as are necessary to own its
respective properties and to conduct its business in the manner described in the
Prospectus (except where the failure to have such permits, licenses,
certificates, franchises and authorizations would not have a material adverse
effect on the condition (financial or other), business, prospects, properties,
net worth or results of operations of the Company and the Subsidiaries taken as
a whole), subject to such qualifications as may be set forth in the Prospectus;
each of the Company and each of its Subsidiaries has fulfilled and performed all
its material obligations with respect to such permits and no event has occurred
which allows, or after notice or lapse of time would allow, revocation or
termination thereof or results in any other material impairment of the rights of
the holder of any such permit, the revocation, termination or impairment of
which would have a material adverse effect on the condition (financial or
other), business, prospects, properties, net worth or results of operations of
the Company and the Subsidiaries taken as a whole, subject in each case to such
qualifications as may be set forth in the Prospectus; and, except as described
in the Prospectus, none of such permits contains any restriction that is
materially burdensome to the Company or any of the Subsidiaries.
(q) Each of the Company and each of its Subsidiaries maintains a
system of internal accounting controls sufficient to provide reasonable
assurances that (i) transactions are executed in accordance with management's
general or specific authorization; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally
accepted accounting principles or statutory accounting practices, as the case
may be, and to maintain accountability for assets; (iii) access to assets is
permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared with
existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.
(r) To the Company's knowledge, neither the Company nor any of the
Subsidiaries nor any employee or agent of the Company or any Subsidiary has made
any payment of funds of the Company or any Subsidiary or received or retained
any funds in violation of any law, rule or regulation, which payment, receipt or
retention of funds is of a character required to be disclosed in the Prospectus.
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CUSIP NO. 45810F 10 1 13D Page 61 of 94 Pages
(s) Each of the Company and each of its Subsidiaries has filed all
tax returns required to be filed by it, which returns are complete and correct
in all material respects, and neither the Company nor any Subsidiary is in
default in the payment of any taxes which were payable pursuant to said returns
or any assessments with respect thereto.
(t) Except as disclosed in the Prospectus, no holder of any security
of the Company has the right, contractual or otherwise, to have any Common Stock
or other securities of the Company included in the Registration Statement or the
right, as a result of the filing of the Registration Statement or consummation
of the transactions contemplated by this Agreement, or otherwise, to require
registration under the Act of any shares of Common Stock or other securities of
the Company.
(u) Each of the Company and each of its Subsidiaries owns or has
valid and adequate rights to use all patents, trademarks, trademark
registrations, service marks, service mark registrations, trade names,
copyrights, licenses, inventions, trade secrets and rights described in the
Prospectus as being owned by it or by any of them or necessary for the conduct
of its business free and clear of all liens, claims, security interests or other
encumbrances that may materially interfere with the conduct of its business, and
neither the Company nor any Subsidiary is aware of any claim to the contrary or
any challenge by any other person to the rights of the Company or any Subsidiary
with respect to the foregoing.
(v) All reinsurance treaties, contracts, agreements and arrangements
to which the Company or any of the Subsidiaries is a party are in full force and
effect and neither the Company nor any of the Subsidiaries is in violation of,
or in default in the performance, observance or fulfillment of, any obligation,
agreement, covenant or condition contained therein, except where any such
violation or default would not have a material adverse effect on the condition
(financial or other), business, prospects, properties, net worth or results of
operations of the Company and the Subsidiaries taken as a whole; neither the
Company nor any of the Subsidiaries has received any notice from any of the
other parties to such treaties, contracts, agreements or arrangements that such
other party intends not to perform such treaty, contract, agreement or
arrangement, and neither the Company nor any Subsidiary has any reason to
believe that any of the other parties to such treaties, contracts, agreements or
arrangements will be unable to perform such treaty, contract, agreement or
arrangement, except where any such nonperformance would not have a material
adverse effect on the condition (financial or other), business, prospects,
properties, net worth or results of operations of the Company and the
Subsidiaries taken as a whole.
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CUSIP NO. 45810F 10 1 13D Page 62 of 94 Pages
(w) No relationship, direct or indirect, or agreement, arrangement or
understanding (including, without limitation, any voting agreement), exists
between or among the Company or any of the Subsidiaries and Integon Partners
L.P. or Integon Partners II L.P. or any of their respective subsidiaries or
affiliates that is required by the Act to be described in the Registration
Statement or the Prospectus or to be filed as an exhibit to the Registration
Statement that is not described or filed as required.
(x) Each of the Company and each of its Subsidiaries has fulfilled
its obligations, if any, under the minimum funding standards of Section 302 of
the United States Employee Retirement Income Security Act of 1974 ("ERISA") and
the regulations and published interpretations thereunder with respect to each
"plan" (as defined in ERISA and such regulations and published interpretations)
in which employees of the Company and the Subsidiaries are eligible to
participate and each such plan is in compliance in all material respects with
the presently applicable provisions of ERISA and such regulations and published
interpretations, and has not incurred any unpaid liability to the Pension
Benefit Guaranty Corporation (other than for the payment of premiums in the
ordinary course) or to any such plan under Title IV of ERISA.
(y) Except as described in or contemplated by the Prospectus, there
are no outstanding options, warrants or other rights calling for the issuance
of, and there are no commitments, plans or arrangements to issue, any shares of
capital stock of the Company or any of the Subsidiaries or any security
convertible into or exchangeable for any shares of capital stock of the Company
or any of the Subsidiaries.
(z) The form of certificate for the Shares conforms to the
requirements of the Delaware General Corporation Law and the New York Stock
Exchange.
(aa) The Company has not taken, directly or indirectly, any action
designed to or that might reasonably be expected to cause or result in
stabilization or manipulation of the price of the Common Stock to facilitate the
sale or resale of the Shares, except for its agreement contained in paragraph
5(l) hereof.
8. Representations and Warranties with Respect to the Selling
Stockholders. (a) Each of the Selling Stockholders severally and not jointly
represents and warrants to each Underwriter that:
(i) Such Selling Stockholder now has, and on the Closing Date will
shave, valid title to the Shares to be sold by such Selling Stockholder pursuant
to this Agreement, free and
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CUSIP NO. 45810F 10 1 13D Page 63 of 94 Pages
clear of any lien, claim, security interest or other encumbrance, including,
without limitation, any restriction on transfer.
(ii) Such Selling Stockholder now has, and on the Closing Date will
have, full right, power and authority, and any approvals required by law, to
sell, assign, transfer and deliver the Shares to be sold, assigned, transferred
and delivered by it pursuant to this Agreement in the manner provided in this
Agreement, and upon delivery of and payment for such Shares hereunder, the
several Underwriters will acquire valid title to such Shares free and clear of
any lien, claim, security interest, or other encumbrance.
(iii) Such Selling Stockholder has full power and authority
(corporate, partnership or other) to enter into this Agreement, and the
execution and delivery of, and the performance by such Selling Stockholder of
its obligations under, this Agreement, has been duly authorized by such Selling
Stockholder, and this Agreement has been duly executed and delivered by such
Selling Stockholder and constitutes the valid and binding agreement of such
Selling Stockholder, enforceable against such Selling Stockholder in accordance
with its terms, except as rights to indemnity and contribution hereunder for
liabilities arising under the Act may be limited by applicable law, and except
to the extent enforcement may be subject to (A) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or other similar
laws now or hereafter in effect affecting creditors' rights generally and (B)
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity).
(iv) Neither the offer, sale or delivery of the Shares by such
Selling Stockholder pursuant hereto, nor the execution and delivery by such
Selling Stockholder of this Agreement, nor compliance by such Selling
Stockholder with the provisions hereof, nor the consummation by such Selling
Stockholder of any of the transactions contemplated herein (A) requires any
consent, approval, authorization or other order of, or registration or filing
with, any court, regulatory body, arbitrator, administrative agency or other
governmental body, agency or official (including, without limitation,, any
insurance regulatory agency or body), except such as have been obtained under
the Act and the Exchange Act and except as may be required under the Blue Sky or
securities laws or insurance securities laws of various jurisdictions, all of
which have been or will be obtained on or prior to the Closing Date, or (B)
conflicts or will conflict with or constitutes or will constitute a breach of,
or default under, the partnership agreement or the certificate or articles of
incorporation or by-laws, or other organizational documents of such Selling
Stockholder, or (C) conflicts or will conflict with or constitutes or will
constitute a breach of, or a default under, any bond, debenture, note, other
evidence of indebtedness, agreement, indenture, lease or other instrument to
which such
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CUSIP NO. 45810F 10 1 13D Page 64 of 94 Pages
Selling Stockholder is a party or by which such Selling Stockholder may be bound
or to which any of the properties or assets of such Selling Stockholder may be
subject, the effect of which has, or would have a material adverse effect on the
condition (financial or other), business, prospects, properties, net worth or
results of operations of such Selling Stockholder, or (D) violates or will
violate any law, ordinance, administrative or governmental rule or regulation in
effect on the date hereof applicable to such Selling Stockholder or its
respective properties, or any judgment, injunction, order or decree of any
court, governmental agency or body (including, without limitation, any insurance
regulatory agency or body) or arbitrator having jurisdiction over such Selling
Stockholder or over any property of such Selling Stockholder, except where any
such violation would not have a material adverse effect on the condition
(financial or other), business, prospects, properties, net worth or results of
operations of such Selling Stockholder, or (E) will result in the creation or
imposition of any lien, charge or encumbrance upon any of the property of such
Selling Stockholder pursuant to the terms of any agreement or instrument to
which it is a party or by which it may be bound or to which any of its
properties may be subject, except where any such lien, charge or encumbrance
would not have a material adverse effect on the condition (financial or other),
business, prospects, properties, net worth or results of operations of such
Selling Stockholder.
(v) The information pertaining to such Selling Stockholder under the
captions "Selling and Other Principal Stockholders" and "Use of Proceeds" in the
Prospectus is accurate.
(vi) Such Selling Stockholder has not taken, directly or indirectly,
any action designed to, or that might reasonably be expected to, cause or result
in stabilization or manipulation of the price of the Common Stock to facilitate
the sale or resale of the Shares, except for its agreement contained in
paragraph 6(d) hereof.
(b) Integon Partners represents and warrants to the Company and each
Underwriter that (i) it is a limited partnership duly organized and validly
existing under the laws of the State of Delaware, with full power and authority
to own, lease and operate its properties and to conduct its business as now
being owned, leased, operated and conducted and (ii) it is not an "investment
company" nor is it "controlled" by an investment company within the meaning of
the Investment Company Act of 1940, as amended.
(c) Integon Life represents and warrants to the Company and each
Underwriter that (i) it is a corporation duly organized and validly existing
under the laws of the State of North Carolina, with full corporate power and
authority to own,
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CUSIP NO. 45810F 10 1 13D Page 65 of 94 Pages
lease and operate its properties and to conduct its business as now being owned,
leased, operated and conducted, and (ii) it is an insurance company domiciled in
the State of North Carolina.
9. Indemnification and Contribution. (a) The Company and each of the
Selling Stockholders, jointly and severally (subject to the limitations
contained in paragraph (g) relating to the indemnity by Integon Partners), shall
indemnify and hold harmless each of you and each other Underwriter and each
person, if any, who controls any Underwriter within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act from and against any and all losses,
claims, damages or liabilities and expenses to which they or any of them may
become subject under the Act, the Exchange Act or other federal or state
statutory laws or regulations, at common law or otherwise, insofar as such
losses, claims, damages, liabilities or expenses arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
any Prepricing Prospectus or in the Registration Statement or the Prospectus or
in any amendment or supplement thereto, or arise out of or are based upon any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or expenses arise
out of or are based upon any untrue statement or omission or alleged untrue
statement or omission which has been made therein or omitted therefrom in
reliance upon and in conformity with the information relating to such
Underwriter furnished in writing to the Company by or on behalf of any
Underwriter through you expressly for use in connection therewith; provided,
however, that the indemnification contained in this paragraph (a) with respect
to any Prepricing Prospectus shall not inure to the benefit of any Underwriter
(or to the benefit of any person controlling such Underwriter) on account of any
such loss, claim, damage, liability or expense arising from the sale of the
Shares by such Underwriter to any person if a copy of the Prospectus, as amended
or supplemented, shall not have been delivered or sent to such person within the
time required by the Act, and the untrue statement or alleged untrue statement
or omission or alleged omission of a material fact contained in such Prepricing
Prospectus was corrected in the Prospectus, as amended or supplemented, provided
that the Company has delivered the Prospectus, as amended or supplemented, to
the several Underwriters in requisite quantity on a timely basis to permit such
delivery or sending; and provided, further, that no Selling Stockholder shall be
liable under this paragraph (a) (i) for an amount in excess of the amount
received by such Selling Stockholder upon the sale of the Shares sold by such
Selling Stockholder pursuant to this Agreement or (ii) insofar as any losses,
claims, damages, liabilities or expenses arise out of or are based upon any
untrue statement or omission or alleged untrue statement or omission which has
been made in the Registration Statement or Prospectus or in any amendment or
supplement thereto in reliance upon information relating to any other Selling
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CUSIP NO. 45810F 10 1 13D Page 66 of 94 Pages
Stockholder furnished in writing to the Company by such Selling Stockholder
expressly for use in connection therewith. The foregoing indemnity agreement
shall be in addition to any liability which the Company or any Selling
Stockholder may otherwise have.
(b) If any action, suit or proceeding shall be brought against any
Underwriter or any person controlling any Underwriter in respect of which
indemnity may be sought against the Company or any Selling Stockholder, such
Underwriter or such controlling person shall promptly notify the parties against
whom indemnification is being sought (the "indemnifying parties"), and such
indemnifying parties shall assume the defense thereof, including the employment
of counsel and payment of all fees and expenses. Such Underwriter or any such
controlling person shall have the right to employ separate counsel in any such
action, suit or proceeding and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Underwriter or
such controlling person unless (i) the indemnifying parties have agreed in
writing to pay such fees and expenses, (ii) the indemnifying parties have failed
to assume the defense and employ counsel within a reasonable time after being
given the notice required by the preceding sentence, or (iii) the named parties
to any such action, suit or proceeding (including any impleaded parties) include
both such Underwriter or such controlling person and the indemnifying parties
and such Underwriter or such controlling person shall have been advised by its
counsel that representation of such indemnified party and any indemnifying party
by the same counsel would be inappropriate under applicable standards of
professional conduct (whether or not such representation by the same counsel has
been proposed) due to actual or potential differing interests between them (in
which case the indemnifying party shall not have the right to assume the defense
of such action, suit or proceeding on behalf of such Underwriter or such
controlling person). It is understood, however, that the indemnifying parties
shall, in connection with any one such action, suit or proceeding or separate
but substantially similar or related actions, suits or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of only one separate firm of
attorneys (in addition to any local counsel) at any time for all such
Underwriters and controlling persons not having actual or potential differing
interests with you or among themselves, which firm shall be designated in
writing by Smith Barney, Harris Upham & Co. Incorporated, and that all such fees
and expenses shall be reimbursed as they are incurred. The indemnifying parties
shall not be liable for any settlement of any such action, suit or proceeding
effected without their written consent, but if settled with such written
consent, or if there be a final judgment for the plaintiff in any such action,
suit or proceeding, the indemnifying parties agree to indemnify and hold
harmless any Underwriter, to the extent provided in the preceding paragraph,
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CUSIP NO. 45810F 10 1 13D Page 67 of 94 Pages
and any such controlling person from and against any loss, claim, damage,
liability or expense by reason of such settlement or judgment.
(c) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who sign the
Registration Statement, and any person who controls the Company within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act and each
Selling Stockholder to the same extent as the foregoing indemnity from the
Company and the Selling Stockholders to each Underwriter, but only with respect
to information relating to such Underwriter furnished in writing by or on behalf
of such Underwriter through you expressly for use in the Registration Statement,
the Prospectus or any Prepricing Prospectus, or any amendment or supplement
thereto. If any action, suit or proceeding shall be brought against the Company,
any of its directors, any such officer, or any such controlling person or any
such Selling Stockholder based on the Registration Statement, the Prospectus or
any Prepricing Prospectus, or any amendment or supplement thereto, and in
respect of which indemnity may be sought against any Underwriter pursuant to
this paragraph (c), such Underwriter shall have the rights and duties given to
the Company and the Selling Stockholders by paragraph (b) above (except that if
the Company or any Selling Stockholder shall have assumed the defense thereof
such Underwriter shall not be required to do so, but may employ separate counsel
therein and participate in the defense thereof, but the fees and expenses of
such counsel shall be at such Underwriter's expense), and the Company, its
directors, any such officer, any controlling person and any such Selling
Stockholder shall have the rights and duties given to the Underwriters by
paragraph (b) above. The foregoing indemnity agreement shall be in addition to
any liability which the Underwriters may otherwise have.
(d) If the indemnification provided for in this Section 9 is
unavailable to an indemnified party under paragraph (a) or (c) hereof in respect
of any losses, claims, damages, liabilities or expenses referred to therein,
then an indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses (i) in such
proportion as is appropriate to reflect the relative benefits received directly
or indirectly by the Company and the Selling Stockholders on the one hand and
the Underwriters on the other hand from the offering of the Shares, or (ii) if
the allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company and
the Selling Stockholders on the one hand and the Underwriters on the other in
connection with the statements or omissions that resulted in such losses,
claims, damages, liabilities or expenses, as well as any
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CUSIP NO. 45810F 10 1 13D Page 68 of 94 Pages
other relevant equitable considerations. The relative benefits received by the
Company and the Selling Stockholders (taken as a whole) on the one hand and the
Underwriters on the other shall be deemed to be in the same proportion as the
total net proceeds from the offering (before deducting expenses) received by the
Selling Stockholders bears to the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in the table on the
cover page of the Prospectus. The relative fault of the Company and the Selling
Stockholders on the one hand and the Underwriters on the other hand shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company and the Selling
Stockholders on the one hand or by the Underwriters on the other hand and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
(e) The Company, the Selling Stockholders and the Underwriters agree
that it would not be just and equitable if contribution pursuant to this Section
9 were determined by a pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation
that does not take account of the equitable considerations referred to in
paragraph (d) above. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities and expenses referred to in
paragraph (d) above shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating any claim or defending any such action,
suit or proceeding. Notwith standing the provisions of this Section 9, (i) no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price of the Shares underwritten by it and distributed to the
public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission and (ii) no Selling Stockholder shall be required
to contribute any amount in excess of the amount received by such Selling
Stockholder upon the sale of the Shares sold by such Selling Stockholder
pursuant to this Agreement. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute pursuant to this
Section 9 are several in proportion to the respective numbers of Shares set
forth opposite their names in Schedule I hereto (or such numbers of Shares
increased as set forth in Section 12 hereof) and not joint.
(f) Any losses, claims, damages, liabilities or expenses for
which an indemnified party is entitled to indemnification or contribution under
this Section 9 shall be
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CUSIP NO. 45810F 10 1 13D Page 69 of 94 Pages
paid by the indemnifying party to the indemnified party as such losses, claims,
damages, liabilities or expenses are incurred. The indemnity and contribution
agreements contained in this Section 9 and the representations and warranties of
the Company and the Selling Stockholders set forth in this Agreement shall
remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Underwriter or any person controlling
any Underwriter, the Company, its directors or officers, or any person
controlling the Company, or the Selling Stockholders, (ii) acceptance of any
Shares and payment therefor hereunder, and (iii) any termination of this
Agreement. A successor to any Underwriter or any person controlling any
Underwriter, or to the Company, its directors or officers, or any person
controlling the Company, or any Selling Stockholder shall be entitled to the
benefits of the indemnity, contribution and reimbursement agreements contained
in this Section 9.
(g) Notwithstanding the foregoing provisions of this Agreement each
Underwriter hereby agrees that it shall not have recourse to enforce any of the
obligations of Integon Partners under this Agreement against any partner of
Integon Partners and shall look solely to the assets of Integon Partners (other
than the proceeds of this offering) to enforce such obligations. Each
Underwriter hereby acknowledges that the proceeds of this offering are to be
distributed by Integon Partners.
10. Conditions of Underwriters' Obligations. The several obligations
of the Underwriters to purchase the Shares hereunder on the Closing Date are
subject to the following conditions:
(a) (i) If, at the time this Agreement is executed and delivered, it
is necessary for the Registration Statement or a post-effective amendment
thereto to be declared effective before the offering of the Shares may commence,
the Registration Statement or such post-effective amendment shall have become
effective not later than 6:00 P.M., New York City time, on the date hereof, or
at such later date and time as shall be consented to in writing by you; (ii) all
filings, if any, required by Rules 424 and 430A under the Act shall have been
timely made; (iii) no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceeding for that purpose
shall have been instituted or, to the knowledge of the Company, any Selling
Stockholder or any Underwriter, threatened by the Commission; and (iv) any
request of the Commission for additional information (to be included in the
Registration Statement or the Prospectus or otherwise) shall have been complied
with to your satisfaction.
(b) Subsequent to the effective date of this Agreement, there
shall not have occurred any change, or any development involving a prospective
change, in or affecting the condition (financial or other), business, prospects,
properties,
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CUSIP NO. 45810F 10 1 13D Page 70 of 94 Pages
net worth, or results of operations of the Company or the Subsidiaries not
contemplated by the Prospectus, which in your opinion, as Representatives of the
several Underwriters, would materially and adversely affect the market for the
Shares.
(c) You shall have received on the Closing Date, an opinion of Paul,
Weiss, Rifkind, Wharton & Garrison, counsel for the Company and the Selling
Stockholders, dated the Closing Date and addressed to you, as the
Representatives of the several Underwriters, to the effect that:
(i) Such counsel has been informed by the staff of the Commission
that the Registration Statement and all post-effective amendments, if
any, have become effective under the Act, any required filing of the
Prospectus and any supplements thereto pursuant to Rule 424(b) have
been made in the manner and in the time period required by Rule
424(b) and, to the best knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement or any
such post-effective amendment has been issued and no proceedings for
that purpose are pending before or threatened by the Commission;
(ii) The Registration Statement as of the date it became
effective, and the Prospectus and any supplements or amendments
thereto, as of the respective issue dates thereof (except for the
financial statements and the notes thereto and the schedules and
other financial and statistical data included (or incorporated by
reference) therein, as to which such counsel need not express any
opinion), appear on their face to have been responsive in all
material respects to the requirements of the Act;
(iii) The Company is authorized to issue Class A 35,000,000
shares of Common Stock, 20,000,000 shares of Non-Voting Common Stock,
par value $.01 per share (the "Non-Voting Common Stock") and
2,000,000 shares of preferred stock, par value $.01 per share (the
"Preferred Stock"). To the best knowledge of such counsel, as of the
date of the Prospectus there were outstanding 17,217,203 shares of
Common Stock, no shares of Non-Voting Common Stock and no shares of
Preferred Stock. All the outstanding shares of capital stock of the
Company (including the Shares to be sold by the Selling Stockholders)
have been duly authorized and validly issued, are fully paid and
nonassessable and are free of any preemptive or similar rights; and
the capital stock of the Company conforms in all material respects as
to legal matters to the description contained in the Prospectus under
the heading "Description of Capital Stock";
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CUSIP NO. 45810F 10 1 13D Page 71 of 94 Pages
(iv) The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware
with full corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the
Registration Statement and the Prospectus, and is duly registered and
qualified as a foreign corporation to conduct its business and is in
good standing in each jurisdiction or place where the nature of its
properties or the conduct of its business requires such registration
or qualification, except where the failure so to register or qualify
would not have a material adverse effect on the condition (financial
or other), business, prospects, properties, net worth or results of
operations of the Company;
(v) To the best knowledge of such counsel, each of the
Subsidiaries is a corporation duly incorporated under the laws of the
jurisdiction of its incorporation; each of the Subsidiaries is a
corporation validly existing and in good standing under the laws of
the jurisdiction of its incorporation; and, to the best of such
counsel's knowledge, each of the Subsidiaries has full corporate
power and authority to own, lease and operate its properties and to
conduct its business as described in the Registration Statement and
the Prospectus. The certificates of authority issued by North
Carolina, Virginia, Tennessee, Georgia and Florida, which the Company
has advised such counsel are the only states in which the P&C
Subsidiaries conduct nonstandard automobile insurance are in full
force and effect and, to the best knowledge of such counsel, no
proceedings to revoke such certificates are pending or threatened. To
the best knowledge of such counsel, all the outstanding shares of
capital stock of each of the Subsidiaries have been duly authorized
and validly issued, are fully paid and nonassessable, and are owned
by the Company directly, or indirectly through one or more of the
other Subsidiaries, free and clear of any lien, adverse claim,
security interest, equity or other encumbrance, other than
limitations on the Company's ability to dispose of shares of capital
stock of the Subsidiaries under certain circumstances, as set forth
in the Indenture;
(vi) To the best knowledge of such counsel, there are no legal
or governmental proceedings pending or threatened against the Company
or any of the Subsidiaries, or to which the Company or any of the
Subsidiaries or any of their respective properties is subject, that
are required to be described in the Registration Statement or the
Prospectus and are not described as required, and there are no
agreements,
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 72 of 94 Pages
contracts, indentures, leases or other instruments of which such
counsel has knowledge to which the Company or any of the Subsidiaries
is a party that are required to be described in the Registration
Statement or the Prospectus or to be filed as an exhibit to the
Registration Statement that are not described or filed as required by
the Act;
(vii) The statements in the Registration Statement and
Prospectus in the sections entitled "Certain Investment
Considerations", "The Acquisition and the Restructuring",
"Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources",
"Business", "Management", "Certain Relationships and Related
Transactions", "Description of Capital Stock" and "Shares Eligible
for Future Sale", insofar as they are descriptions of contracts,
agreements or other legal documents or refer to statements of
regulation, law or legal conclusions, are accurate and present fairly
the information required to be shown therein in all material
respects;
(viii) To the best knowledge of such counsel, neither the
Company nor any of the Subsidiaries is (A) in violation of its
certificate or articles of incorporation or by-laws, as amended and
in effect on the date hereof, or (B) in violation of any law,
ordinance, administrative or governmental rule or regulation
applicable to the Company or any of the Subsidiaries or any of their
respective properties, or (C) in violation of any judgment,
injunction, order or decree of any court, governmental agency or body
(including, without limitation, any insurance regulatory agency or
body) or arbitrator having jurisdiction over the Company or any of
the Subsidiaries or any of their respective properties, or (D)
assuming compliance with financial ratios and tests (including,
without limitation, valuation tests), as to which such counsel need
not express an opinion, in default in the performance of any
obligation, agreement or condition contained in any bond, debenture,
note, other evidence of indebtedness, agreement, indenture, lease or
other instrument to which the Company or any of the Subsidiaries is a
party or by which any of them may be bound or to which any of their
respective properties may be subject, except in the cases of (B), (C)
or (D) where any such violation or default would not have a material
adverse effect on the condition (financial or other), business,
prospects, properties, net worth or results of operations of the
Company and its Subsidiaries taken as a whole;
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 73 of 94 Pages
(ix) Neither the execution, delivery or performance of this
Agreement by the Company nor the consummation of any of the
transactions contemplated herein, (A) requires any consent, approval,
authorization or other order of or registration or filing with, any
court, regulatory body, arbitrator, administrative agency or other
governmental body, agency or official (including, without limitation,
any insurance regulatory agency or body), except such as may have
been obtained under the Act and the Exchange Act and such as may be
required under the Blue Sky or securities laws or insurance
securities laws of various jurisdictions, and except where the
failure to obtain any such consent, approval, authorization or order,
or to effect any such registration or filing would not have a
material adverse effect on the condition (financial or other),
business, prospects, properties, net worth or results of operations
of the Company and the Subsidiaries taken as a whole, or (B)
conflicts with or constitutes a breach of, or a default under, the
certificate or articles of incorporation or by-laws, or other
organizational documents, of the Company or, to the best knowledge of
such counsel, any of the Subsidiaries, or (C) assuming compliance
with financial ratios and tests (including, without limitation,
valuation tests), as to which such counsel need not express an
opinion, conflicts with or constitutes a breach of, or a default
under, (i) any bond, debenture, note, other evidence of indebtedness,
agreement, indenture, lease or other instrument to which the Company
is a party or by which it may be bound or to which any of its
properties may be subject, or (ii) to the best knowledge of such
counsel, any bond, debenture, note, other evidence of indebtedness,
agreement, indenture, lease or other instrument to which any of the
Subsidiaries is a party or by which any of them may be bound or to
which any of their respective properties may be subject, except in
any case referred to in clause (i) or (ii) above, where any such
conflict, breach or default would not have a material adverse effect
on the condition (financial or other), business, prospects,
properties, net worth or results of operations of the Company and the
Subsidiaries taken as a whole, or (D) violates any law, ordinance,
administrative or governmental rule or regulation in effect on the
date of such opinion applicable to the Company or any of the
Subsidiaries or any of their respective properties, or, to the best
knowledge of such counsel, any judgment, injunction, order or decree
of any court, governmental agency or body (including, without
limitation, any insurance regulatory agency or body) or arbitrator
having jurisdiction over the Company or any of the
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 74 of 94 Pages
Subsidiaries or any of their respective properties, except where any
such violation would not have a material adverse effect on the
condition (financial or other), business, prospects, properties, net
worth or results of operations of the Company and the Subsidiaries
taken as a whole, or (E) will result in the creation or imposition of
any lien, charge or encumbrance upon any property or assets of the
Company or, to the best knowledge of such counsel, any of the
Subsidiaries pursuant to the terms of any agreement or instrument to
which any of them is a party or by which any of them is or may be
bound or to which any of the property of any of them may be subject,
except where any such lien, charge or encumbrance would not have a
material adverse effect on the condition (financial or other),
business, prospects, properties, net worth or results of operations
of the Company and the Subsidiaries taken as a whole;
(x) The Company has corporate power and authority to enter into
this Agreement. The execution and delivery of, and the performance by
the Company of its obligations under, this Agreement have been duly
authorized by all necessary corporate action on the party of the
Company, and this Agreement has been duly executed and delivered by
the Company and constitutes the valid and legally binding agreement
of the Company, enforceable against the Company in accordance with
its terms, except as rights to indemnity and contribution hereunder
for liabilities arising under federal and state securities laws may
be limited by applicable law, and except to the extent enforcement
may be subject to (A) bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or other similar laws
now or hereafter in effect affecting creditors' rights generally and
(B) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity);
(xi) The form of certificate for the Shares conforms to the
requirements of the Delaware General Corporation Law and the New York
Stock Exchange;
(xii) To the best knowledge of such counsel, (A) each of the
Company and each of its Subsidiaries has such permits, licenses,
certificates, franchises and authorizations of governmental or
regulatory authorities (including, without limitation, all permits,
licenses, certificates, franchises and authorizations of all
applicable insurance regulatory agencies or bodies) ("permits") as
are necessary to own its respective properties and to conduct its
business in the manner described in the Prospectus (except where
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 75 of 94 Pages
the failure to have such permits, licenses, certificates, franchises
and authorizations would not have a material adverse effect on the
condition (financial or other), business, prospects, properties, net
worth or results of operations of the Company and the Subsidiaries
taken as a whole), subject to such qualifications as may be set forth
in the Prospectus; and (B) each of the Company and each of its
Subsidiaries has fulfilled and performed all its material obligations
with respect to such permits and no event has occurred which allows,
or after notice or lapse of time would allow, revocation or
termination thereof or results in any other material impairment of
the rights of the holder of any such permit, the revocation,
termination or impairment of which would have a material adverse
effect on the condition (financial or other), business, prospects,
properties, net worth or results of operations of the Company and the
Subsidiaries taken as a whole, subject in each case to such
qualifications as may be set forth in the Prospectus; and
(xiii) To the best knowledge of such counsel, no relationship,
direct or indirect, or agreement, arrangement or understanding
(including, without limitation, any voting agreement) exists between
or among the Company or any of the Subsidiaries and Integon Partners
L.P. or any of their respective subsidiaries or affiliates, which is
required by the Act to be described in the Registration Statement or
the Prospectus or to be filed as an exhibit to the Registration
Statement which is not described or filed as required.
The opinion of such counsel shall also state that although counsel
have not undertaken, except as otherwise indicated in their opinion, to
determine independently, and are not passing upon and do not assume any
responsibility for, the accuracy or completeness or fairness of the contents of
the Registration Statement or the Prospectus and have made no independent check
or verification thereof, such counsel has participated in conferences with
officers and representatives of the Company, representatives of the independent
accountants of the Company and the Underwriters at which the contents of the
Registration Statement and the Prospectus and related matters were discussed,
and no facts have come to the attention of such counsel that have caused them to
believe that the Registration Statement at the time the Registration Statement
became effective, or the Prospectus, as of its date and as of the Closing Date,
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading or that any amendment or supplement to the Prospectus, as of its
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 76 of 94 Pages
respective date and as of the Closing Date, contained any untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading (it being understood that such counsel need express no
opinion with respect to the financial statements, schedules and other financial
or statistical data included therein or excluded therefrom or the exhibits to
the Registration Statement).
In rendering their opinion as aforesaid, counsel may rely upon an
opinion or opinions, each dated the Closing Date, of other counsel retained by
them or the Company as to laws of any jurisdiction other than federal laws of
the United States or the laws of the State of New York and the General
Corporation Law of the State of Delaware, provided that (1) each such local
counsel is acceptable to the Representatives and their counsel, (2) such
reliance is expressly authorized by each opinion so relied upon and a copy of
each such opinion is delivered to the Representatives and is in form and
substance satisfactory to the Representatives and their counsel, and (3) counsel
shall state in their opinion that they are not aware of any reason why they and
the Underwriters would not be justified in relying thereon. Counsel to the
Company has informed the Representatives that as to matters other than those
governed by the United States federal law, New York law or the Delaware General
Corporation Law, such counsel will rely upon the opinion of James T. Lambie with
respect to the matters covered therein, and the Representatives have agreed that
such reliance is acceptable.
(d) You shall have received on the Closing Date, an opinion of James
T. Lambie, President of the Company and an attorney admitted to practice law in
the State of North Carolina, dated the Closing Date and addressed to you to the
effect that:
(i) The Company is duly registered and qualified as a foreign
corporation to conduct its business and is in good standing in each
jurisdiction or place where the nature of its properties or the
conduct of its business requires such registration or qualification,
except where the failure so to register or qualify would not have a
material adverse effect on the condition (financial or other),
business, prospects, properties, net worth or results of operations
of the Company;
(ii) Each of the Subsidiaries is a corporation duly incorporated
under the laws of its jurisdiction of incorporation; each of the
Subsidiaries is a corporation validly existing and in good standing
under the laws of the jurisdiction of its incorporation; and each of
the Subsidiaries has full corporate power and authority to own, lease
and operate its properties and to conduct its business as described
in the
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 77 of 94 Pages
Registration Statement and the Prospectus, and is duly registered or
qualified as a foreign corporation to conduct its business and is in
good standing in each jurisdiction where the ownership or leasing of
its properties or the conduct of its business requires such
registration or qualification, except where the failure so to
register or qualify would not have a material adverse effect on the
condition (financial or other), business, prospects, properties, net
worth or results of operations of such Subsidiary. The certificates
of authority issued by the states in which the P&C Subsidiaries are
licensed to do business are in full force and effect and, to the best
of his knowledge, no proceedings to revoke such certificates are
pending or threatened. All the outstanding shares of capital stock of
each of the Subsidiaries have been duly authorized and validly
issued, are fully paid and nonassessable, and, to the best of his
knowledge, are owned by the Company directly, or indirectly through
one or more of the other Subsidiaries, free and clear of any lien,
adverse claim, security interest, equity or other encumbrance, other
than limitations on the Company's ability to dispose of such shares
of capital stock under certain circumstances, as set forth in the
Indenture;
(iii) Except as described in the Prospectus, no outstanding
warrants or options to purchase any shares of capital stock of the
Company or any of the Subsidiaries have been granted by the Company;
(iv) To the best of his knowledge, there are no legal or
governmental proceedings pending or threatened against the Company or
any of the Subsidiaries, or to which the Company or any of the
Subsidiaries or any of their respective properties is subject, that
are required to be described in the Registration Statement or the
Prospectus and are not described as required, and there are no
agreements, contracts, indentures, leases or other instruments of
which he has knowledge to which the Company or any of the
Subsidiaries is a party that are required to be described in the
Registration Statement or the Prospectus or to be filed as an exhibit
to the Registration Statement that are not described or filed as
required by the Act;
(v) The statements in the Registration Statement and Prospectus
in the sections entitled "Certain Investment Considerations", "The
Acquisition and the Restructuring", "Management's Discussion and
Analysis of Financial Condition and Results of Operations Liquidity
and Capital Resources", "Business", "Management", "Certain
Relationships and Related
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 78 of 94 Pages
Transactions", and "Description of Capital Stock", insofar as they
are descriptions of contracts, agreements or other legal documents or
refer to statements of regulation, law or legal conclusions, are
accurate and present fairly the information required to be shown
therein in all material respects;
(vi) To the best of his knowledge (i) none of the Subsidiaries is
in violation of its certificate or articles of incorporation or
by-laws, as amended and in effect on the date hereof, and (ii)
neither the Company nor any of the Subsidiaries is (A) in violation
of any law, ordinance, administrative or governmental rule or
regulation applicable to the Company or any of the Subsidiaries or
any of their respective properties or (B) in violation of any
judgment, injunction, order or decree of any court, governmental
agency or body (including, without limitation, any insurance
regulatory agency or body) or arbitrator having jurisdiction over the
Company or any of the Subsidiaries or any of their respective
properties, or (C) assuming compliance with financial ratios and
tests (including, without limitation, valuation tests), as to which
he need not express an opinion, in default in the performance of any
obligation, agreement or condition contained in any bond, debenture,
note, other evidence of indebtedness, agreement, indenture, lease or
other instrument to which the Company or any of the Subsidiaries is a
party or by which any of them may be bound or to which any of their
respective properties may be subject, except in each case where any
such violation or default would not have a material adverse effect on
the condition (financial or other), business, prospects, properties,
net worth or results of operations of the Company and its
Subsidiaries taken as a whole;
(vii) Neither the execution, delivery or performance of this
Agreement by the Company nor the consummation of any of the
transactions contemplated herein (A) requires any consent, approval,
authorization or other order of or registration or filing with, any
court, regulatory body, arbitrator, administrative agency or other
governmental body, agency or official (including, without limitation,
any insurance regulatory agency or body), except such as may have
been obtained under the Act and the Exchange Act and such as may be
required under the Blue Sky or securities laws or insurance
securities laws of various jurisdictions, all of which have been
obtained in accordance with this Agreement, and except where the
failure to obtain any such consent, approval authorization or order,
or to effect such registration
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 79 of 94 Pages
or filing would not have a material adverse effect on the condition
(financial or other), business, prospects, properties, net worth or
results of operations of the Company and the Subsidiaries taken as a
whole, or (B) conflicts with or constitutes a breach of, or a default
under, the certificate or articles of incorporation or by-laws, or
other organizational documents, of any of the Subsidiaries, or (C)
assuming compliance with financial ratios and tests (including,
without limitation, valuation tests), as to which he need not express
an opinion, conflicts with or constitutes a breach of, or a default
under, (i) any bond, debenture, note, other evidence of indebtedness,
agreement, indenture, lease or other instrument to which the Company
is a party or by which it may be bound or to which its properties may
be subject, or (ii) any bond, debenture, note, other evidence of
indebtedness, agreement, indenture, lease or other instrument to
which any of the Subsidiaries is a party or by which any of them may
be bound or to which any of their respective properties may be
subject, except in any case referred to in clauses (i) or (ii) above,
where any such conflict, breach or default would not have a material
adverse effect on the condition (financial or other), business,
prospects, properties, net worth or results of operations of the
Company and the Subsidiaries taken as a whole, or (D) violates any
law, ordinance, administrative or governmental rule or regulation in
effect on the date of such opinion applicable to the Company or any
of the Subsidiaries or any of their respective properties, or, to the
best of his knowledge, any judgment, injunction, order or decree of
any court, governmental agency or body (including, without
limitation, any insurance regulatory agency or body) or arbitrator
having jurisdiction over the Company or any of the Subsidiaries,
except where any such violation would not have a material adverse
effect on the condition (financial or other), business, prospects,
properties, net worth or results of operations of the Company and the
Subsidiaries taken as a whole, or (E) will result in the creation or
imposition of any lien, charge or encumbrance upon any property of
the Company or any of the Subsidiaries pursuant to the terms of any
agreement or instrument to which any of them is a party or by which
any of them may be bound or to which any of the property of any of
them may be subject, except where any such lien, charge or
encumbrance would not have a material adverse effect on the condition
(financial or other), business, prospects, properties, net worth or
results of operations of the Company and the Subsidiaries taken as a
whole;
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 80 of 94 Pages
(viii) To the best of his knowledge, (A) each of the Company and
each of its Subsidiaries has such permits, licenses, certificates,
franchises and authorizations of governmental or regulatory
authorities (including, without limitation, all permits, licenses,
certificates, franchises and authorizations of all applicable
insurance regulatory agencies or bodies) ("permits") as are necessary
to own its respective properties and to conduct its business in the
manner described in the Prospectus (except where the failure to have
such permits, licenses, certificates, franchises and authorizations
would not have a material adverse effect on the condition (financial
or other), business, prospects, properties, net worth or results of
operations of the Company and the Subsidiaries taken as a whole),
subject to such qualifications as may be set forth in the Prospectus;
and (B) each of the Company and each of its Subsidiaries has
fulfilled and performed all its material obligations with respect to
such permits and no event has occurred which allows, or after notice
or lapse of time would allow, revocation or termination thereof or
results in any other material impairment of the rights of the holder
of any such permit, the revocation, termination or impairment of
which would have a material adverse effect on the condition
(financial or other), business, prospects, properties, net worth or
results of operations of the Company and the Subsidiaries taken as a
whole, subject in each case to such qualifications as may be set
forth in the Prospectus;
(ix) To the best of his knowledge, no relationship, direct or
indirect, or agreement, arrangement or understanding (including,
without limitation, any voting agreement) exists between or among the
Company or any of the Subsidiaries and Integon Partners L.P. or any
of their respective subsidiaries or affiliates, which is required by
the Act to be described in the Registration Statement or the
Prospectus or to be filed as an exhibit to the Registration Statement
which is not described or filed as required; and
(x) Except as disclosed in the Prospectus, no holder of any
security of the Company has any right to require registration of
shares of Common Stock or any other security of the Company because
of the filing of the Registration Statement or the consummation of
the transactions contemplated by this Agreement or the Registration
Statement.
(e) You shall have received on the Closing Date an opinion of Paul,
Weiss, Rifkind, Wharton & Garrison, counsel for
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 81 of 94 Pages
the Selling Stockholders, dated the Closing Date and addressed to you, as
Representatives of the Several Underwriters to the effect that:
(i) Integon Partners L.P. is a limited partnership duly
organized and validly existing under the laws of the State of
Delaware and Integon Life Insurance Corporation is a corporation duly
organized, validly existing and in good standing under the laws of
the State of North Carolina, and each has full power and authority to
own, lease and operate its properties and to conduct its business as
now being owned, leased, operated or conducted;
(ii) Each of the Selling Stockholders has full power and
authority to enter into this Agreement, and the execution and
delivery of, and the performance by each of the Selling Stockholders
of its obligations under, this Agreement has been duly authorized by
each of the Selling Stockholders, and this Agreement has been duly
executed and delivered by each of the Selling Stockholders and is a
valid, legal and binding agreement of each of them, enforceable
against each of them in accordance with its terms, except as rights
to indemnity and contribution hereunder for liabilities arising under
federal and state securities laws may be limited by applicable law,
and except to the extent that enforcement thereof may be subject to
(A) bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or other similar laws now or hereafter in effect
affecting creditors' rights generally and (B) general principles of
equity (regardless of whether enforceability is considered in a
proceeding at law or in equity);
(iii) Neither the offer, sale or delivery of the Shares by the
Selling Stockholders, nor the execution, delivery or performance of
this Agreement by the Selling Stockholders, nor compliance by the
Selling Stockholders with the provisions hereof, nor the consummation
by the Selling Stockholders of the transactions contemplated herein
(A) requires any consent, approval, authorization or other order of
or registration or filing with, any court, regulatory body,
arbitrator, administrative agency or other governmental body, agency
or official (including, without limitation, any insurance regulatory
agency or body), except such as may have been obtained under the Act
and the Exchange Act and such as may be required under the Blue Sky
or securities or insurance securities laws of various jurisdictions
or (B) conflicts or will conflict with or constitutes or will
constitute a breach of, or a default under, the
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 82 of 94 Pages
partnership agreement, certificate or articles of incorporation or
by-laws, or other organizational documents, of any Selling
Stockholder, or (C) conflicts or will conflict with or constitutes or
will constitute a breach of, or a default under, any bond, debenture,
note, other evidence of indebtedness, agreement, indenture, lease or
other instrument to which any Selling Stockholder is a party or by
which any of them may be bound or to which any of their respective
property may be subject, except where any such conflict, breach or
default would not have a material adverse effect on the condition
(financial or other), business, prospects, properties, net worth or
results of operations of such Selling Stockholder, or (D) violates or
will violate any law, ordinance, administrative or governmental rule
or regulation in effect on the date of such opinion applicable to any
Selling Stockholder or any of their respective properties or assets,
or, to the best knowledge of such counsel, any judgment, injunction,
order or decree of any court, governmental agency or body (including,
without limitation, any insurance regulatory agency or body) or
arbitrator having jurisdiction over any Selling Stockholder except
where any such violation would not have a material adverse effect on
the condition (financial or other), business, prospects, properties,
net worth or results of operations of such Selling Stockholder, or
(E) will result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of any Selling Stockholder
pursuant to the terms of any agreement or instrument to which any of
them is a party or by which any of them is or may be bound or to
which any of the property of any of them is subject, except where any
such lien, charge or encumbrance would not have a material adverse
effect on the condition (financial or other), business, prospects,
properties, net worth or results of operations of such Selling
Stockholder;
(iv) Each of the Selling Stockholders has full legal right, power
and authorization, and any approval required by law, to sell, assign,
transfer and deliver valid title to the Shares which such Selling
Stockholder has agreed to sell pursuant to this Agreement;
(v) Upon delivery of the Shares pursuant to this Agreement and
payment therefor as contemplated herein, the Underwriters will
acquire valid title to the Shares free and clear of any lien, claim,
security interest, or other encumbrance, restriction on transfer or
other defect in title; and
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 83 of 94 Pages
(vi) Integon Partners is not an "investment company" nor is it
"controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.
The opinion of counsel shall also state that they are not in such
opinion passing upon and do not assume any responsibility for, the accuracy,
completeness or fairness of the contents of the Registration Statement or the
Prospectus and have made no independent check or verification thereof, that such
counsel have participated in conferences with officers and representatives of
the Selling Stockholders, the Company, representatives of the independent
accountants of the Company and the Underwriters at which the contents of the
Registration Statement and the Prospectus and related matters were discussed,
and no facts have come to the attention of such counsel that caused them to
believe that the statements in the Registration Statement and Prospectus in the
sections entitled "Selling and Other Principal Stockholders" and "Use of
Proceeds", at the time the Registration Statement became effective, or as of the
date of the Prospectus and as of the Closing Date, contained an untrue statement
of a material fact or omitted to state a material fact required to be stated in
such sections or necessary to make the statements in such sections not
misleading or that any amendment or supplement to such sections in the
Prospectus, as of its respective date, and as of the Closing Date, contained any
untrue statement of a material fact or omitted to state a material fact
necessary in order to make such statements, in the light of the circumstances
under which they were made, not misleading.
In rendering their opinion as aforesaid, counsel may rely upon an
opinion or opinions, each dated the Closing Date, of other counsel retained by
them or the Selling Stockholders as to laws of any jurisdiction other than the
federal laws of the United States or the laws of the State of New York or the
Delaware Revised Uniform Limited Partnership Act, provided that (1) each such
local counsel is acceptable to the Representatives and their counsel, (2) such
reliance is expressly authorized by each opinion so relied upon and a copy of
each such opinion is delivered to the Representatives and is, in form and
substance satisfactory to them and their counsel, and (3) counsel shall state in
their opinion that they believe that they and the Underwriters are justified in
relying thereon.
Counsel to the Selling Stockholders has informed the Representatives
that as to matters other than those governed by the United States federal law,
New York law or the Delaware Revised Uniform Limited Partnership Act, such
counsel will rely upon the opinion of Sam H. Dorsett, Jr. with respect to
Integon Life as to the matters covered therein, and the Representatives have
agreed that such reliance is acceptable.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 84 of 94 Pages
(f) You shall have received on the Closing Date an opinion of
LeBoeuf, Lamb, Leiby & MacRae, counsel for the Under writers, dated the Closing
Date and addressed to you, as the Representatives of the several Underwriters,
with respect to certain of the matters referred to in clauses (i), (ii), (xi)
and the penultimate paragraph of the foregoing paragraph (c) and such other
related matters as you may request and to the effect that the statements
contained in the Prospectus under the captions "Description of Capital Stock"
and "Underwriting" insofar as such statements constitute summaries of certain
provisions of documents described therein, accurately summarize the material
provisions of the documents referred to therein.
(g) You shall have received letters addressed to you, as the
Representatives of the several Underwriters, and dated the date hereof and the
Closing Date from Deloitte & Touche, indepen dent certified public accountants,
substantially in the forms heretofore approved by you.
(h) No stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment to the Registration Statement shall
have been issued and no proceedings for that purpose shall have been taken or,
to the knowledge of the Company, shall be contemplated by the Commission at or
prior to the Closing Date; there shall not have been any change in the capital
stock of the Company nor any material increase in the consolidated short-term or
long-term debt or loss and loss adjustment expense reserves or any material
decrease in consolidated statutory surplus, net premiums written, net investment
income, total revenues, net income, investments or total assets of the Company
from that set forth or contemplated in the Registration Statement or the
Prospectus; there shall not have been, since the respective dates as of which
information is given in the Registration Statement and the Prospectus (or any
amendment or supplement thereto), except as may otherwise be stated in the
Registration Statement and the Prospectus (or any amendment or supplement
thereto), any material adverse change in the condition (financial or other),
business, prospects, properties, net worth or results of operations of the
Company and the Subsidiaries taken as a whole; neither the Company nor any
Subsidiary shall have any liabilities or obligations, direct or contingent
(whether or not in the ordinary course of business), that are material to the
Company and the Subsidiaries taken as a whole, other than those reflected in the
Registration Statement or the Prospectus (or any amendment or supplement
thereto); and all the representations and warranties of the Company contained in
this Agreement shall be true and correct on and as of the date hereof and on and
as of the Closing Date as if made on and as of the Closing Date, and you shall
have received a certificate, dated the Closing Date and signed by the president
and the chief financial officer of the Company (or such other officers as are
acceptable to you), to the effect set forth in this Section 10(h) and in Section
10(i) hereof.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 85 of 94 Pages
(i) The Company shall not have failed, at or prior to the Closing
Date, to have performed or complied with any of its agreements herein contained
and required to be performed or complied with by it hereunder at or prior to the
Closing Date.
(j) All the representations and warranties of each of the Selling
Stockholders contained in this Agreement shall be true and correct on and as of
the date hereof and on and as of the Closing Date as if made on and as of the
Closing Date, and you shall have received from each of the Selling Stockholders
a certificate, dated the Closing Date and signed by its chief executive officer
or one of its General Partners, as the case may be (or such other officer as is
acceptable to you), to the effect set forth in this Section 10(j) and in Section
10(k) hereof with respect to such Selling Stockholder.
(k) No Selling Stockholder shall have failed, at or prior to the
Closing Date, to have performed or complied with any of its agreements herein
contained and required to be performed or complied with by it hereunder at or
prior to the Closing Date.
(l) The Shares shall have been listed on the New York Stock Exchange.
(m) The Company and the Selling Stockholders shall have furnished or
caused to be furnished to you such further certificates and documents as you
shall have reasonably requested.
All such opinions, certificates, letters and other documents will be
in compliance with the provisions hereof only if they are satisfactory in form
and substance to you and your counsel.
Any certificate or document signed by any officer of the Company or
any officer of any Selling Stockholder and delivered to you, as the
Representatives of the Underwriters, or to counsel for the Underwriters, shall
be deemed a representation and warranty by the Company, or such Selling
Stockholder, as the case may be, to each Underwriter as to the statements made
therein.
11. Expenses. The Company agrees to pay the following costs and
expenses and all other costs and expenses incident to the performance by it of
its obligations hereunder: (i) the preparation, printing or reproduction, and
filing with the Commission of the Registration Statement (including financial
statements and exhibits thereto), each Prepricing Prospectus, each Prospectus,
and each amendment or supplement to any of them; (ii) the printing (or
reproduction) and delivery (including postage, air freight charges and charges
for counting and packaging) of such copies of the Registration Statement, each
Prepricing Prospectus, each Prospectus, and all amendments or
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 86 of 94 Pages
supplements to any of them as may be reasonably requested for use in connection
with the offering and sale of the Shares; (iii) the preparation, printing,
authentication, issuance and delivery of certificates for the Shares, including
any stamp taxes in connection with the original issuance and sale of the Shares;
(iv) the printing (or reproduction) and delivery of this Agreement, the
preliminary and supplemental Blue Sky Memoranda and all other agreements or
documents printed (or reproduced) and delivered in connection with the offering
of the Shares; (v) the listing of the Shares on the New York Stock Exchange;
(vi) the registration or qualification of the Shares for offer and sale under
the securities or Blue Sky laws of the several states as provided in Section
5(g) hereof (including the reasonable fees, expenses and disbursements of
counsel for the Underwriters relating to the preparation, printing or
reproduction, and delivery of the preliminary and supplemental Blue Sky
Memoranda and such registration and qualification); (vii) the filing fees and
the fees and expenses of counsel for the Underwriters in connection with any
filings required to be made with the National Association of Securities Dealers,
Inc.; and (viii) the fees and expenses of the Company's accountants and the fees
and expenses of counsel (including local and special counsel) for the Company
and the Selling Stockholders.
12. Effective Date of Agreement. This Agreement shall become
effective: (i) upon the execution and delivery hereof by the parties hereto; or
(ii) if, at the time this Agreement is executed and delivered, it is necessary
for the Registration Statement or a post-effective amendment thereto to be
declared effective before the offering of the Shares may commence, when
notification of the effectiveness of the Registration Statement or such
post-effective amendment has been released by the Commission. Until such time as
this Agreement shall have become effective, it may be terminated by the Company
or any Selling Stockholder, by notifying you, or by you, as the Representatives
of the several Underwriters, by notifying the Company and the Selling
Stockholders.
If any one or more of the Underwriters shall fail or refuse to
purchase the Shares which it or they have agreed to purchase hereunder, and the
aggregate number of Shares which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase is not more than one-tenth of the
aggregate number of the Shares, each non-defaulting Underwriter shall be
obligated, severally, in the proportion which the number of Shares set forth
opposite its name in Schedule I hereto bears to the aggregate number of Shares
set forth opposite the names of all non-defaulting Underwriters or in such other
proportion as you may specify in accordance with Section 20 of the Master
Agreement Among Underwriters of Smith Barney, Harris Upham & Co. Incorporated,
to purchase the Shares which such defaulting Underwriter or Underwriters agreed,
but failed or refused, to purchase. If any Underwriter or Underwriters shall
fail or
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 87 of 94 Pages
refuse to purchase Shares and the aggregate number of Shares with respect to
which such default occurs is more than one-tenth of the aggregate number of
Shares and arrangements satisfactory to you and the Company for the purchase of
such Shares are not made within 36 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Underwriter, the
Company or any Selling Stockholder. In any such case which does not result in
termination of this Agreement, either you, the Company or any Selling
Stockholder shall have the right to postpone the Closing Date, but in no event
for longer than seven days, in order that the required changes, if any, in the
Registration Statement and the Prospectus or any other documents or arrangements
may be effected. Any action taken under this paragraph shall not relieve any
defaulting Underwriter from liability in respect of any such default of any such
Underwriter under this Agreement.
Any notice under this Section 12 may be given by telegram, telecopy
or telephone but shall be subsequently confirmed by letter.
13. Termination of Agreement. This Agreement shall be subject to
termination in your absolute discretion, without liability on the part of any
Underwriter to the Company or any Selling Stockholder, by notice to the Company,
if prior to the Closing Date (i) trading in securities generally on the New York
Stock Exchange shall have been suspended or materially limited, (ii) a general
moratorium on commercial banking activities in New York State or North Carolina
shall have been declared by either federal or state authorities, or (iii) there
shall have occurred any material outbreak or escalation of hostilities or other
material international or domestic calamity, crisis or change in political,
financial or economic conditions, the effect of which on the financial markets
of the United States is such as to make it, in your judgment, materially
impracticable or inadvisable to continue the offering of the Shares at the
offering price to the public set forth on the cover page of the Prospectus or to
enforce contracts for the resale of the Shares by the Underwriters. Notice of
such termination may be given to the Company and the Selling Stockholders by
telecopy or telephone and shall be subsequently confirmed by letter.
14. Information Furnished by the Underwriters. The statements set
forth in the last paragraph on the cover page, the stabilization legend on the
inside cover page, and the statements concerning the Underwriters in the first
through third paragraphs under the caption "Underwriting" in any Prepricing
Prospectus and in the Prospectus, constitute the only information furnished by
or on behalf of the Underwriters through you as such information is referred to
in Sections 7(b) and 9 hereof.
15. Miscellaneous. (a) Except as otherwise provided in Sections 5, 12
and 13 hereof, notice given pursuant to any
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 88 of 94 Pages
provision of this Agreement shall be in writing and shall be delivered (i) if to
the Company, at the office of the Company at 500 West Fifth Street,
Winston-Salem, North Carolina 27152, Attention: James T. Lambie or (ii) if to
Integon Partners L.P., at the office of Head Insurance Investors L.P., 545
Madison Avenue, New York, New York 10022, Attention: John C Head III, and to
Jupiter Industries, Inc. 919 North Michigan Avenue, Chicago, Illinois 60611,
Attention: Edward W. Ross; or (iii) if to Integon Life Insurance Corporation, at
500 West Fifth Street, Winston-Salem, North Carolina 27152, Attention: Walter B.
Colvin, President; or (iv) if to you, as the Representatives of the several
Underwriters, care of Smith Barney, Harris Upham & Co. Incorporated, 1345 Avenue
of the Americas, New York, New York 10105, Attention: Manager, Corporate Finance
Division. Notices required to be in writing shall be considered given when
actually delivered by facsimile, telegram, transmission, courier or otherwise.
(b) Each Underwriter hereby agrees that in the offering contemplated
by this Agreement it will not knowingly sell Shares to any individual or entity
in an amount such that as a result of such sale, such individual or entity would
own 10% or more of the Common Stock of the Company.
(c) This Agreement has been and is made solely for the benefit of the
several Underwriters, the Selling Stockholders, the Company, its directors and
officers, and the other controlling persons referred to in Section 9 hereof and
their respective successors and assigns, to the extent provided herein, and no
other person shall acquire or have any right under or by virtue of this
Agreement. Neither the term "successor" nor the term "successors and assigns" as
used in this Agreement shall include a purchaser from any Underwriter of any of
the Shares in his status as such purchaser.
16. Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 89 of 94 Pages
17. Counterparts. This Agreement may be signed in various
counterparts which together constitute one and the same instrument. If signed in
counterparts, this Agreement shall not become effective unless at least one
counterpart hereof shall have been executed and delivered on behalf of each
party hereto.
Please confirm that the foregoing correctly sets forth the agreement
among the Company, the Selling Stockholders, and the several Underwriters.
Very truly yours,
INTEGON CORPORATION
By: /s/ James T. Lambie
----------------------------------------
Name:
Title:
INTEGON PARTNERS L.P.
By: HEAD INSURANCE INVESTORS L.P.,
General Partner
By: HERACLES PARTNERS L.P.,
General Partner
By:
-----------------------------------
General Partner
By: JUPITER INDUSTRIES, INC.,
General Partner
By:
-----------------------------------
Name:
Title:
INTEGON LIFE INSURANCE CORPORATION
By:
----------------------------------------
Name:
Title:
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 90 of 94 Pages
17. Counterparts. This Agreement may be signed in various
counterparts which together constitute one and the same instrument. If signed in
counterparts, this Agreement shall not become effective unless at least one
counterpart hereof shall have been executed and delivered on behalf of each
party hereto.
Please confirm that the foregoing correctly sets forth the agreement
among the Company, the Selling Stockholders, and the several Underwriters.
Very truly yours,
INTEGON CORPORATION
By:
-----------------------------------
Name:
Title:
INTEGON PARTNERS L.P.
By: HEAD INSURANCE INVESTORS L.P.,
General Partner
By: HERACLES PARTNERS L.P.,
General Partner
By: /s/ John C Head III
------------------------------
General Partner
By: JUPITER INDUSTRIES, INC.,
General Partner
By: /s/ Edward W. Ross
------------------------------
Name:
Title:
INTEGON LIFE INSURANCE CORPORATION
By:
-----------------------------------
Name:
Title:
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 91 of 94 Pages
17. Counterparts. This Agreement may be signed in various
counterparts which together constitute one and the same instrument. If signed in
counterparts, this Agreement shall not become effective unless at least one
counterpart hereof shall have been executed and delivered on behalf of each
party hereto.
Please confirm that the foregoing correctly sets forth the agreement
among the Company, the Selling Stockholders, and the several Underwriters.
Very truly yours,
INTEGON CORPORATION
By:
------------------------------
Name:
Title:
INTEGON PARTNERS L.P.
By: HEAD INSURANCE INVESTORS L.P.,
General Partner
By: HERACLES PARTNERS L.P.,
General Partner
By:
-------------------------
General Partner
By: JUPITER INDUSTRIES, INC.,
General Partner
By:
-------------------------
Name:
Title:
INTEGON LIFE INSURANCE CORPORATION
By:/s/ Walter B. Covin
-------------------------------
Name: Walter B. Covin
Title:
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 92 of 94 Pages
Confirmed as of the date first
above mentioned on behalf of
themselves and the other several
Underwriters named in Schedule I
hereto.
SMITH BARNEY, HARRIS UPHAM & CO. INCORPORATED
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
As the Representatives of the Several Underwriters
By: SMITH BARNEY, HARRIS UPHAM & CO. INCORPORATED
By:/s/ Michael A.F. Roberts
---------------------------
Michael A.F. Roberts
Managing Director
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 93 of 94 Pages
SCHEDULE I
INTEGON CORPORATION
Number of
Underwriter Shares
----------- ------
Smith Barney, Harris Upham & Co.
Incorporated.............................1,045,664
Donaldson, Lufkin & Jenrette
Securities Corporation...................1,045,663
Alex. Brown & Sons Incorporated...............65,000
First Boston Corporation......................65,000
Dillon, Read & Co. Inc........................65,000
A.G. Edwards & Sons, Inc......................65,000
Hambrecht & Quist Incorporated................65,000
Kidder, Peabody & Co. Incorporated............65,000
Lazard Freres & Co............................65,000
Lehman Brothers...............................65,000
Merrill Lynch, Pierce, Fenner &
Smith Incorporated..........................65,000
Oppenheimer & Co., Inc........................65,000
Paine Webber Incorporated.....................65,000
Prudential Securities Incorporated............65,000
Robertson, Stephens & Company.................65,000
Wertheim Schroder & Co., Incorporated.........65,000
Dean Witter Reynolds Inc......................65,000
Societe Generale Securities Corporation.......65,000
William Blair & Company.......................40,000
Conning & Company.............................40,000
Dain Bosworth Incorporated....................40,000
Fox-Pitt, Kelton, Inc.........................40,000
Kemper Securities, Inc........................40,000
Piper, Jaffray Inc............................40,000
The Robinson-Humphrey Company, Inc............40,000
Wheat, First Securities, Inc..................40,000
Baird, Patrick & Co., Inc.....................20,000
Branch, Cabell and Company....................20,000
Dominick & Dominick, Incorporated.............20,000
Furman Selz Incorporated......................20,000
Janney Montgomery Scott Inc...................20,000
Ladenburg, Thalmann & Co., Inc................20,000
Neuberger & Berman............................20,000
Northington Partners..........................20,000
Scott & Stringfellow Investment
Corporation............................. 20,000
----------
Total...................... 3,631,327
----------
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 94 of 94 Pages
SCHEDULE II
SELLING STOCKHOLDERS
Number of
Shares
------
Integon Partners L.P. 3,000,000
Integon Life Insurance Corporation 631,327
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Integon Corporation
-------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-------------------------------------------------------------------
(Title of Class of Securities)
45810F 10 1
-------------------------------------------------------------------
(CUSIP Number)
Albert P. Hand, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Tel. (212) 373-3032
-------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 23, 1992
-----------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 27 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 2 OF 27 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integon Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 5,387,500
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
5,387,500
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,387,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
14 TYPE OF REPORTING PERSON
PN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Doc#:DS3:430941.1 WP-B3
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 3 OF 27 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Head Insurance Investors L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
5,387,500 (See Item 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
5,387,500 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,387,500 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
14 TYPE OF REPORTING PERSON
PN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 4 OF 27 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heracles Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
5,387,500 (See Item 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
5,387,500 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,387,500 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
14 TYPE OF REPORTING PERSON
PN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 5 OF 27 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John C Head III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, with respect to 2,500 shares; not applicable with respect to the other
shares listed.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF 7,490
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
5,387,500 (See Item 5)
9 SOLE DISPOSITIVE POWER
7,490
10 SHARED DISPOSITIVE POWER
5,387,500 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,387,500 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
14 TYPE OF REPORTING PERSON
IN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 6 OF 27 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Madie Ivy
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, with respect to 2,500 shares; not applicable with respect to the other
shares listed.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF 7,490
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
5,387,500 (See Item 5)
9 SOLE DISPOSITIVE POWER
7,490
10 SHARED DISPOSITIVE POWER
5,387,500 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,387,500 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
14 TYPE OF REPORTING PERSON
IN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 7 OF 27 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jupiter Industries, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
5,387,500 (See Item 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
5,387,500 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,387,500 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
14 TYPE OF REPORTING PERSON
CO
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 8 OF 27 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward W. Ross
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF 406,432
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
5,387,500 (See Item 5)
9 SOLE DISPOSITIVE POWER
406,432
10 SHARED DISPOSITIVE POWER
5,387,500 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,387,500 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
14 TYPE OF REPORTING PERSON
IN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 9 OF 27 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Howard R. Koven
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
5,387,500 (See Item 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
5,387,500 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,387,500 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
14 TYPE OF REPORTING PERSON
IN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 10 OF 27 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philip Rootberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON
IN
- ----- ------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 11 of 27 Pages
Amendment No. 3 to Schedule 13D
The statement on Schedule 13D filed on April 9, 1992, as amended by
Amendment No. 1 filed on December 2, 1992, and by Amendment No. 2 filed on
December 24, 1992 (the "Statement"), relating to the Common Stock, par value
$.01 per share (the "Common Stock") issued by Integon Corporation (the "Issuer")
is hereby amended by this Amendment No. 3 as indicated below. Unless otherwise
indicated, all capitalized terms shall have the same meaning as provided in the
Statement. The Statement, as amended by this Amendment No. 3, shall be
hereinafter referred to as the "Amended Statement."
As previously noted in the Statement, Integon Life Insurance
Corporation, Integon Financial Life Insurance Corporation, Integon Life
Corporation, Head Asset Management L.P., Integon Partners II L.P. and Integon
Life Partners L.P. (the "Life Entities") ceased to be beneficial owners of
Common Stock on December 22, 1992. Because the Life Entities no longer
beneficially own any Common Stock, the Life Entities are no longer Reporting
Persons or members of the group of Reporting Persons for purposes of the
Statement. Accordingly, all references to the Life Entities, and to their
officers, directors or partners in their capacities as such, are hereby deleted
from the Statement.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 12 of 27 Pages
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 (b) - (c) is hereby amended by deleting the paragraph
------------------------------------------------------------
following the heading "Jupiter, Howard R. Koven, Philip Rootberg and Edward W.
- ------------------------------------------------------------------------------
Ross" and replacing it with the following:
- ------------------------------------------
Jupiter is a privately held Tennessee corporation and has its
principal interests in real estate, insurance, transportation, mechanical
construction, gas gathering and retail and the manufacture and distribution of
fasteners, industrial products and boats, and is a designer and manufacturer of
coal preparation and mineral processing facilities for the mining industry. On
December 3, 1992, Edward W. Ross became Chairman of the Board and Chief
Executive Officer of Jupiter, and Charles H. Jamison replaced Mr. Ross as
President of Jupiter on December 12, 1992. The principal business address and
principal office of Jupiter, as well as the business address for Mr. Ross, is
919 North Michigan Avenue, Suite 1500, Chicago, Illinois 60611.
Howard R. Koven, as trustee of Tanya Trust No. 1, J.W. Family Trust
Nos. 1-20, Wexler Family Voting Trust (1991) and Wexler Family Voting Trust No.
4, all of which own voting stock of Jupiter, is a controlling person of Jupiter.
Mr. Koven is an attorney with the law firm of Jenner & Block. The principal
address of Jenner & Block, as well as the business address for Mr. Koven, is One
IBM
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 13 of 27 Pages
Plaza, Chicago, Illinois 60611. Pursuant to an agreement, the shares of Jupiter
stock held by the Jerrold Wexler Revocable Trust, of which Philip Rootberg is
trustee, were sold to the J.W. Family Trust Nos. 1-20 on December 23, 1992 (the
"Jupiter Stock Sale"). As a result of the Jupiter Stock Sale, Philip Rootberg is
no longer a controlling person of Jupiter.
Additional information relating to the directors and executive
officers of Jupiter as of December 31, 1992 is set forth on Schedule D hereto,
which is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) is hereby amended and restated to read, in its entirety, as
---------------------------------------------------------------------
follows:
- --------
(a) The aggregate percentage of shares of Common Stock reported owned
by each person herein is based upon 17,217,203 shares of outstanding Common
Stock of the Issuer.
As of the close of business on December 31, 1992:
(i) The Reporting Persons own in the
aggregate 5,397,360 shares, which represent approximately 31.3% of the shares of
Common Stock.
(ii) James T. Lambie, a Director and the President of the Issuer,
is the direct beneficial owner of 39,436 shares of the Common Stock, which
represent approximately 0.2% of the shares of Common Stock.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 14 of 27 Pages
(iii) Integon Partners is the direct beneficial owner of 5,387,500
shares of the Common Stock, which represent approximately 31.3% of the shares of
Common Stock.
(iv) Because of their positions as the general partners of
Integon Partners, Head Investors and Jupiter may, pursuant to Rule 13d-3, be
deemed to own beneficially the 5,387,500 shares of the Common Stock held by
Integon Partners, which represent approximately 31.3% of the shares of Common
Stock. Except to the extent of their proportionate interests in Integon
Partners, Head Investors and Jupiter disclaim beneficial ownership of such
shares.
(v) Because of its position as the general partner of Head
Investors, Heracles may, pursuant to Rule 13d-3, be deemed to own beneficially
5,387,500 shares, which represent approximately 31.3% of the shares of Common
Stock. Except to the extent of its interest in Head Investors, Heracles
disclaims beneficial ownership of such shares.
(vi) As a controlling person of Jupiter, Howard R. Koven may,
pursuant to Rule 13d-3, be deemed to own beneficially 5,387,500 shares, which
represent approximately 31.3% of the shares of Common Stock. Mr. Koven disclaims
beneficial ownership of such shares.
(vii) As a result of the Jupiter Stock Sale,
Philip Rootberg is no longer a controlling person of Jupiter
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 15 of 27 Pages
and thus no longer owns beneficially any shares of Common
Stock.
(viii) Edward W. Ross is the direct beneficial owner of 2,370
shares of Common Stock. As a controlling person of Jupiter, Mr. Ross may,
pursuant to Rule 13d-3, be deemed to own beneficially 5,387,500 shares, which
represent approximately 31.3% of the shares of Common Stock. When such shares
are aggregated pursuant to Rule 13d-3, Mr. Ross may be deemed to own
beneficially 5,389,870 shares, which represent approximately 31.3% of the shares
of Common Stock. Under an agreement with Jupiter Partnership, Mr. Ross has an
option to purchase, from time to time, in whole or in part, 404,062 shares of
Common Stock of the Issuer presently held by Integon Partners (the "Option
Shares"), which option is exercisable during the period commencing on August 5,
1992 and expiring August 5, 1995 (the "Ross Option"). (See Item 6 of this
Statement for a description of the Ross Option.) Except for the Option Shares
and except to the extent of his interest in Jupiter, Mr. Ross disclaims
beneficial ownership of the shares held by Integon Partners.
(ix) Ms. Ivy is the direct beneficial owner of 3,470 shares of
Common Stock. Because of her position as a general partner of Heracles, Ms. Ivy
may, pursuant to Rule 13d-3, be deemed to own beneficially 5,387,500 shares of
Common Stock. In addition, Ms. Ivy may be deemed to own beneficially 220 shares
for which she is custodian for her
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 16 of 27 Pages
children (the "Custodial Shares") and 220 shares owned by trusts for the benefit
of her children, for which she is Trustee (the "Trust Shares"). Further, as she
is married to Mr. Head, Ms. Ivy may be deemed to own beneficially the 3,580
shares directly owned by Mr. Head. When all of such shares are aggregated
pursuant to Rule 13d-3, Ms. Ivy may be deemed to own beneficially 5,394,990
shares, which represent approximately 31.3% of the shares of Common Stock.
Except to the extent of her interests in Heracles, Ms. Ivy disclaims beneficial
ownership of the shares held by Integon Partners.
(x) John C Head III is the direct beneficial owner of 3,580
shares of Common Stock. Because of his position as a general partner of
Heracles, Mr. Head may be deemed to own beneficially 5,387,500 shares of Common
Stock. Further, as he is married to Madie Ivy, and for the reasons described
above with respect to Ms. Ivy's beneficial ownership, Mr. Head may be deemed to
own beneficially the shares directly owned by Ms. Ivy, the Custodial Shares and
the Trust Shares. When all such shares are aggregated pursuant to Rule 13d-3,
Mr. Head may be deemed to own beneficially 5,394,990 shares, which represent
approximately 31.3% of the shares of Common Stock. Except to the extent of his
interests in Heracles, Mr. Head disclaims beneficial ownership of the shares
held by Integon Partners.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 17 of 27 Pages
(xi) Charles H. Jamison, President, Chief Operating Officer and a
director of Jupiter, is the direct beneficial owner of 2,370 shares of Common
Stock, which represents less than 0.1% of the shares of Common Stock.
Item 5(b) is hereby amended and restated to read, in its entirety, as
---------------------------------------------------------------------
follows:
- --------
(b) Head Investors, Heracles, Mr. Head and Ms. Ivy, on the one hand,
and Jupiter and its controlling persons Howard R. Koven and Edward W. Ross, on
the other hand, exercise shared power to vote or to direct the vote, and shared
power to dispose or direct the disposition, of the 5,387,500 shares of Common
Stock beneficially owned by them through their respective general partner
interests in Integon Partners. In addition, as between themselves, Mr. Head and
Ms. Ivy exercise shared power to vote or to direct the vote, and shared power to
dispose or direct the disposition, of shares of Common Stock beneficially owned
by them through their respective general partner interests in Heracles.
Moreover, Messrs. Koven and Ross exercise shared power to vote or to direct the
vote, and shared power to dispose or direct the disposition, of shares of Common
Stock beneficially owned by them through their respective controlling interests
in Jupiter and through their positions as members of Jupiter's Board of
Directors.
Except as set forth above, each of the Reporting Persons has sole
power to vote or direct the vote and sole
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 18 of 27 Pages
power to dispose or direct the disposition of the shares of Common Stock of
which it has direct beneficial ownership.
Item 5(e) is hereby amended by adding the following to the end
--------------------------------------------------------------
thereof:
- --------
(e) As a result of the Jupiter Stock Sale, Philip Rootberg ceased to
be a controlling person of Jupiter and therefore also ceased to be the
beneficial owner of Common Stock on December 23, 1992, the date of the Jupiter
Stock Sale, and, after the filing of this Amendment No. 3 to the Statement, Mr.
Rootberg will cease to be a reporting person.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 19 of 27 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 7, 1993
INTEGON PARTNERS L.P.
By: Head Insurance Investors L.P.
General Partner
By: Heracles Partners L.P.
General Partner
By: *
---------------------------
Name: Madie Ivy
Title: General Partner
By: Jupiter Industries, Inc.
General Partner
By: *
---------------------------
Name: Edward W. Ross
Title: President
* By: /S/ John C Head III
----------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 20 of 27 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 7, 1993
HEAD INSURANCE INVESTORS L.P.
By: Heracles Partners L.P.
General Partner
By: *
---------------------------
Name: Madie Ivy
Title: General Partner
* By: /S/ John C Head III
-------------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 21 of 27 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 7, 1993
HERACLES PARTNERS L.P.
By: *
-------------------------
Name: Madie Ivy
Title: General Partner
* By: /S/ John C Head III
--------------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 22 of 27 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 7, 1993
/S/ John C Head III
------------------------------
John C Head III
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 23 of 27 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 7, 1993
*
-------------------------
Madie Ivy
* By: /S/ John C Head III
----------------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 24 of 27 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 7, 1993
JUPITER INDUSTRIES, INC.
By: *
-------------------------
Name: Edward W. Ross
Title: President
* By: /S/ John C Head III
-----------------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 25 of 27 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 7, 1993
*
-------------------------
Edward W. Ross
* By: /S/ John C Head III
-------------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 26 of 27 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 7, 1993
*
------------------------------
Howard R. Koven, as Trustee of
Tanya Trust No. 1, J.W. Family
Trust Nos. 1-20, Wexler Family
Voting Trust (1992), and
Wexler Family Voting Trust
No. 4
* By: /S/ John C Head III
-------------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 27 of 27 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 7, 1993
*
-----------------------------
Philip Rootberg, individually
and as Trustee of the Jerrold
Wexler Revocable Trust
* By: /S/ John C Head III
-------------------------
John C Head III
Attorney-in-Fact
----------------
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
-----------------------
INTEGON CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
45810F 10 1
(CUSIP Number)
-----------------------
ALBERT P. HAND, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, N.Y. 10019-6064
TEL. NO.: (212) 373-3032
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
DECEMBER 20, 1993
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 36 Pages
Exhibit Index is on Page 29
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 2 OF 36 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Head Insurance Investors L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 532,545
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
532,545
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
532,545
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14 TYPE OF REPORTING PERSON
PN
- ----- ------------
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 3 OF 36 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heracles Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 554,634
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
554,634
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
554,634 (see item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14 TYPE OF REPORTING PERSON
PN
- ----- ------------
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 4 OF 36 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John C Head III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 5,560
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
582,340
9 SOLE DISPOSITIVE POWER
5,560
10 SHARED DISPOSITIVE POWER
582,340
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
593,350 (see item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON
IN
- ----- ------------
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 5 OF 36 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Madie Ivy
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 5,450
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
582,340
9 SOLE DISPOSITIVE POWER
5,450
10 SHARED DISPOSITIVE POWER
582,340
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
593,350 (see item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON
IN
- ----- ------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 6 OF 36 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jupiter Industries, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
7 SOLE VOTING POWER
NUMBER OF 2,693,750
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
2,693,750
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,693,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0%
14 TYPE OF REPORTING PERSON
CO
- ----- ------------
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 7 OF 36 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jupiter Integon Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7 SOLE VOTING POWER
NUMBER OF 2,680,281
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
2,680,281
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,680,281
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
14 TYPE OF REPORTING PERSON
PN
- ----- ------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 8 OF 36 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EDWARD W. ROSS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 408,412
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
2,693,750
9 SOLE DISPOSITIVE POWER
408,412
10 SHARED DISPOSITIVE POWER
2,693,750
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,698,100 (see item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0%
14 TYPE OF REPORTING PERSON
IN
- ----- ------------
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 9 OF 36 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Howard R. Koven
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF --
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
2,693,750
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
2,693,750
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,693,750 (see item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0%
14 TYPE OF REPORTING PERSON
IN
- ----- ------------
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 10 of 36 Pages
Amendment No. 4 to Schedule 13D
-------------------------------
The statement on Schedule 13D filed on April 9, 1992, as amended by
Amendment No. 1 filed on December 2, 1992, Amendment No. 2 filed on December 24,
1992, and Amendment No. 3 filed on January 8, 1993 (the "Statement"), relating
to the Common Stock, par value $.01 per share (the "Common Stock"), issued by
Integon Corporation (the "Issuer"), is hereby amended by this Amendment No. 4 as
indicated below. Unless otherwise indicated, all capitalized terms shall have
the same meaning as provided in the Statement. The Statement, as amended by this
Amendment No. 4, shall be hereinafter referred to as the "Amended Statement."
This Amendment No. 4 reports, among other things, the distribution by Integon
Partners L.P. ("Integon Partners") of its shares of Common Stock to its
partners, the subsequent dissolution of Integon Partners, and the distribution
by Head Insurance Investors L.P. of a majority of its shares of Common Stock to
its partners.
As previously noted on the Statement, Philip Rootberg ceased to be a
controlling person of Jupiter on December 23, 1992. Because Mr. Rootberg is no
longer a controlling person, he is no longer a Reporting Person or member of the
group of Reporting Persons for purposes of the Statement.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety as follows:
-----------------------------------------------------------------
(a) Pursuant to Rule 13d-1(f)(1) of the Rules and Regulations of the
Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby
file this Schedule 13D Statement on behalf of Head Insurance Investors L.P., a
Delaware limited partnership ("Head Investors"), Heracles Partners L.P., a
Delaware limited partnership ("Heracles"), John C Head III, Madie Ivy, Jupiter
Industries, Inc., a Tennessee corporation ("Jupiter"), Jupiter Integon
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 11 of 36 Pages
Limited Partnership, an Illinois limited partnership ("Jupiter Partnership"),
Edward W. Ross and Howard R. Koven (collectively, the "Reporting Persons").
The Reporting Persons may be deemed to constitute a "group" for the
purpose of this statement. A copy of the Joint Filing Agreement among the
Reporting Persons is filed herewith as Exhibit IX.
(b)-(c)
Head Investors and Heracles
---------------------------
Head Investors and Heracles are Delaware limited partnerships. The
principal business of Head Investors is to make specific and designated
investments in companies in the insurance industry and in businesses related
thereto. The principal business of Heracles is acting as the general partner of
Head Investors and affiliates. The principal business address and principal
office of Head Investors and Heracles is 545 Madison Avenue, 6th Floor, New
York, New York 10022. Heracles is the sole general partner of Head Investors.
The general partners of Heracles are John C Head III and Madie Ivy.
John C Head III and Madie Ivy
-----------------------------
The principal occupation of Mr. Head and Ms. Ivy is serving as
general partners of John Head & Partners L.P., an investment banking firm
specializing in providing advice to insurance companies and related concerns,
and of Head Asset Management L.P., an investment advisor specializing in
managing the investment portfolios of insurance companies and related concerns.
The business address of Mr. Head and Ms. Ivy is 545 Madison Avenue, 6th Floor,
New York, New York 10022. Mr. Head and Ms. Ivy are married.
Jupiter, Edward W. Ross and Howard R. Koven
-------------------------------------------
Jupiter is a privately held Tennessee corporation and has its
principal interests in real estate, insurance, transportation, mechanical
construction, gas gathering and retail and the manufacture and distribution of
boats. Edward W. Ross is Chairman of the Board and Chief
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 12 of 36 Pages
Executive Officer of Jupiter. The principal business address and principal
office of Jupiter, as well as the business address for Mr. Ross, is 919 North
Michigan Avenue, Suite 1500, Chicago, Illinois 60611-1689.
Howard R. Koven, as trustee of Tanya Trust No. 1, J.W. Family Trust
Nos. 1-20, Wexler Family Voting Trust (1991), and Wexler Family Voting Trust No.
4, all of which own voting stock of Jupiter, is a controlling person of Jupiter.
Mr. Koven is an attorney with the law firm of Jenner & Block. The principal
address of Jenner & Block, as well as the business address for Mr. Koven, is One
IBM Plaza, Chicago, Illinois 60611.
Additional information relating to the directors and executive
officers of Jupiter as of January 5, 1994 is set forth on Schedule D hereto,
which is incorporated herein by reference.
Jupiter Partnership
-------------------
Jupiter Partnership is an Illinois limited partnership. The principal
business of Jupiter Partnership is making investments in the Issuer and its
privately held affiliates. The principal business address and principal office
of Jupiter Partnership is 919 North Michigan Avenue, Suite 1500, Chicago,
Illinois 60611-1689. Jupiter is the sole general partner of Jupiter Partnership.
(d) None of the entities or persons identified in this Item 2 has, in
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2, has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 13 of 36 Pages
(f) All of the natural persons identified in this Item 2 are citizens
of the United States.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by deleting the final two paragraphs and
-----------------------------------------------------------------
replacing them with the following:
- ----------------------------------
On December 20, 1993, Integon Partners distributed to its partners
all of its shares of Common Stock. Head Investors has distributed a majority of
its shares of Common Stock to its partners.
The Reporting Persons may, and reserve the right to, buy shares or to
sell some or all of their holdings in the open market or in one or more
privately negotiated transactions under appropriate circumstances.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) is hereby amended and restated to read, in its entirety, as
---------------------------------------------------------------------
follows:
- --------
(a) The aggregate percentage of shares of Common Stock reported
owned by each person herein is based upon the Issuer's notification to the
Reporting Persons that 15,855,743 shares of Common Stock were outstanding at the
close of business on January 5, 1994.
As of the close of business on January 5, 1994:
(i) The Reporting Persons own in the aggregate 3,291,450
shares, which represent approximately 20.8% of the shares of Common Stock.
(ii) Integon Partners no longer owns any shares of the Common
Stock.
(iii) Head Investors is the direct beneficial owner of 532,545
shares of Common Stock, which represent approximately 3.4% of the shares of
Common Stock.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 14 of 36 Pages
(iv) Heracles is the direct beneficial owner of 22,089 shares
of Common Stock. In addition, because of its position as the general partner of
Head Investors, Heracles may be deemed, pursuant to Rule 13d-3, to own
beneficially an aggregate of 554,634 shares, which represent approximately 3.5%
of the shares of Common Stock. Except to the extent of its interest in Head
Investors, Heracles disclaims beneficial ownership of the shares held by Head
Investors.
(v) Madie Ivy is the direct beneficial owner of 5,450 shares
of Common Stock. In addition, because of her position as a general partner of
Heracles, Ms. Ivy may be deemed, pursuant to Rule 13d-3, to own beneficially
554,634 shares of Common Stock. In addition, Ms. Ivy may be deemed to own
beneficially 220 shares for which she is custodian for her children (the
"Custodial Shares"), 220 shares owned by trusts for the benefit of her children,
for which she is Trustee (the "Trust Shares"), 13,797 shares through a
corporation in which she has an interest, and 13,469 shares through a profit
sharing plan in which she has an interest. Further, as she is married to Mr.
Head, Ms. Ivy may be deemed to own beneficially the 5,560 shares directly owned
by Mr. Head. When all of such shares are aggregated, Ms. Ivy may be deemed,
pursuant to Rule 13d-3, to own beneficially 593,350 shares, which represent
approximately 3.7% of the shares of Common Stock. Except to the extent of her
interest in Heracles, Ms. Ivy disclaims beneficial ownership of the shares held
by Head Investors.
(vi) John C Head III is the direct beneficial owner of 5,560
shares of Common Stock. In addition, because of his position as a general
partner of Heracles, Mr. Head may be deemed, pursuant to Rule 13d-3, to own
beneficially 554,634 shares of Common Stock. In addition, Mr. Head may be deemed
to own beneficially 13,797 shares through a corporation in which he has an
interest, and 13,469 shares held by a profit sharing plan in which he has an
interest. Further, as he is married to Madie Ivy, and for the reasons
described above with respect to Ms. Ivy's beneficial ownership, Mr. Head may be
deemed to
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 15 of 36 Pages
own beneficially the shares directly owned by Ms. Ivy, the Custodial Shares and
the Trust Shares. When all of such shares are aggregated, Mr. Head may be
deemed, pursuant to Rule 13d-3, to own beneficially 593,350 shares, which
represent approximately 3.7% of the shares of Common Stock. Except to the extent
of his interest in Heracles, Mr. Head disclaims beneficial ownership of the
shares held by Head Investors.
(vii) Jupiter Partnership is the direct beneficial owner of
2,680,281 shares of Common Stock, which represent 16.9% of the shares of Common
Stock.
(viii) Jupiter is the direct beneficial owner of 13,469 shares
of Common Stock. Because of Jupiter's position as a general partner of Jupiter
Partnership, Jupiter may be deemed, pursuant to Rule 13d-3, to own beneficially
2,680,281 shares of Common Stock. When all of such shares are aggregated,
Jupiter may be deemed, pursuant to Rule 13d-3, beneficially to own 2,693,750
shares, which represent approximately 17.0% of the shares of Common Stock.
(ix) As a controlling person of Jupiter, Howard R. Koven may be
deemed, pursuant to Rule 13d-3, to own beneficially 2,693,750 shares, which
represent approximately 17.0% of the shares of Common Stock. Mr. Koven disclaims
beneficial ownership of such shares.
(x) Edward W. Ross is the direct beneficial owner of 4,350
shares of Common Stock. As a controlling person of Jupiter, Mr. Ross may be
deemed, pursuant to Rule 13d-3, to own beneficially 2,693,750 shares. When such
shares are aggregated, Mr. Ross may be deemed, pursuant to Rule 13d-3, to own
beneficially 2,698,100 shares, which represent approximately 17.0% of the shares
of Common Stock. Under an agreement with Jupiter Partnership, Mr. Ross has an
option to purchase from Jupiter Partnership, from time to time, in whole or in
part, 404,062 shares of Common Stock of the Issuer (the "Option Shares"), which
option is exercisable during the period commencing on August 5, 1992 and
expiring August 5,
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 16 of 36 Pages
1995 (the "Ross Option"). (See Item 6 of this Statement for a description of the
Ross Option.) Except for the Option Shares and except to the extent of his
interests in Jupiter and Jupiter Partnership, Mr. Ross disclaims beneficial
ownership of such shares.
(xi) Charles H. Jamison, President, Chief Operating Officer and
a director of Jupiter, is the direct beneficial owner of 4,350 shares of Common
Stock, which represent less than 0.1% of the shares of Common Stock.
Item 5(b) is hereby amended and restated to read, in its entirety, as
---------------------------------------------------------------------
follows:
- --------
(b) Mr. Head and Ms. Ivy exercise shared power to vote or to direct
the vote, and shared power to dispose or direct the disposition, of the 582,340
shares of Common Stock beneficially owned by them that are not owned directly by
Ms. Ivy or Mr. Head. Howard R. Koven and Edward W. Ross exercise shared power to
vote or to direct the vote, and shared power to dispose or direct the
disposition, of the 2,693,750 shares of Common Stock that they may be deemed to
own beneficially through their respective controlling interests in Jupiter and
through their positions as members of Jupiter's Board of Directors.
Except as set forth above, each of the Reporting Persons has sole
power to vote or direct the vote and sole power to dispose or direct the
disposition of the shares of Common Stock of which it has beneficial ownership.
Item 5(c) is hereby amended and restated to read, in its entirety, as
---------------------------------------------------------------------
follows:
- --------
(c) Except for the partnership distributions described in Item 4
above, the persons described named in response to Item 5(a) have not effected
any transactions in Common Stock in the past sixty days.
Item 5(d) is hereby amended and restated to read, in its entirety, as
---------------------------------------------------------------------
follows:
- --------
(d) In addition to the Reporting Persons, the limited partners of
Jupiter Partnership may have the right to receive dividends from, or the
proceeds from the sale of, shares
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 17 of 36 Pages
of the Common Stock. Each of WJG Inc., a Delaware corporation, and GME Holdings,
Inc., a Delaware corporation, which are limited partners of Jupiter Partnership
and subsidiaries of Jupiter, have such interests relating to approximately 8.4%
each of the issued and outstanding shares of Common Stock.
Item 5(e) is hereby amended by adding the following to the end
--------------------------------------------------------------
thereof:
- --------
(e) As a result of the distribution to its partners of all of the
shares of Common Stock owned by it, Integon Partners ceased to be a beneficial
owner of Common Stock on December 20, 1993.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and restated to read, in its entirety, as
------------------------------------------------------------------
follows:
- --------
After the distribution by Integon Partners of its shares of Common
Stock of the Issuer, Integon Partners dissolved and its partnership agreement
terminated in accordance with its terms. Jupiter, John C Head III and Madie Ivy
have entered into an agreement as of December 31, 1993, concerning the
nomination and election of directors of the Issuer, which agreement is filed
herewith as Exhibit XI and is incorporated herein by reference.
Pursuant to an Option Agreement dated as of March 31, 1992, among
Jupiter Partnership, Jupiter and Mr. Ross, as supplemented and amended (the
"Ross Option Agreement"), Jupiter Partnership has granted to Mr. Ross an option
to purchase certain shares of Common Stock. The Ross Option is presently
exercisable with regard to 404,062 shares of Common Stock. Mr. Ross may exercise
the Ross Option, from time to time, in whole or in part, during the period
commencing on August 5, 1992 and expiring on August 5, 1995. Mr. Ross must give
Jupiter and Jupiter Partnership notice of exercise of his option, and the
closing date for the purchase is to be not more than thirty days or less then
ten days from the date of such notice.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 18 of 36 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended by adding the following to the end thereof:
--------------------------------------------------------------------
Exhibit
- -------
IX Joint Filing Agreement dated as of January 5, 1994, among the
Reporting Persons
X Power of Attorney appointing John C Head III as attorney-in-fact for
all Reporting Persons
XI Agreement dated as of December 31, 1993 among Jupiter, John C Head III
and Madie Ivy
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 19 of 36 Pages
SCHEDULE D
Directors and Executive Officers of
Jupiter Industries, Inc.
("Jupiter")
DIRECTORS:
1. Leonard Golan
21st Floor
Three First National Plaza
Chicago, Illinois 60602
Present Principal Occupation or Employment: Attorney at the law firm of
Leonard W. Golan, Ltd.
2. Charles H. Jamison
919 North Michigan Avenue
Suite 1500
Chicago, Illinois 60611-1689
Present Principal Occupation or Employment: President and Chief Operating
Officer of Jupiter
3. Howard R. Koven
One IBM Plaza
Chicago, Illinois 60611
Present Principal Occupation or Employment: Attorney at the law firm of
Jenner & Block
4. Philip Rootberg
250 South Wacker Drive
Suite 800
Chicago, Illinois 60606
Present Principal Occupation or Employment: Certified Public Accountant at
the firm of Philip Rootberg & Company -- Certified Public Accountants, and
Executive Vice President of Jupiter
5. Edward W. Ross
919 North Michigan Avenue
Suite 1500
Chicago, Illinois 60611-1689
Present Principal Occupation or Employment: Chairman of the Board and
Chief Executive Officer of Jupiter
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 20 of 36 Pages
ADDITIONAL EXECUTIVE OFFICERS:
6. Robert W. Berliner, Jr.
919 North Michigan Avenue
Suite 1500
Chicago, Illinois 60611-1689
Present Principal Occupation or Employment: Secretary and General Counsel
of Jupiter and Jupiter Realty Corporation
7. George E. Murphy
919 North Michigan Avenue
Suite 1500
Chicago, Illinois 60611-1689
Present Principal Occupation or Employment: Executive Vice President of
Finance of Jupiter
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 21 of 36 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 10, 1994
HEAD INSURANCE INVESTORS L.P.
By: Heracles Partners L.P.
General Partner
By:/s/ John C Head III
----------------------------
Name: John C Head III
Title: General Partner
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 22 of 36 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 10, 1994
HERACLES PARTNERS L.P.
By:/s/ John C Head III
----------------------------
Name: John C Head III
Title: General Partner
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 23 of 36 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 10, 1994
/s/ John C Head III
------------------------
John C Head III
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 24 of 36 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 10, 1994
/s/ Madie Ivy
---------------------
Madie Ivy
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 25 of 36 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 10, 1994
JUPITER INDUSTRIES, INC.
By: /s/ George E. Murphy
--------------------------------
Name: George E. Murphy
Title: Vice President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 26 of 36 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 10, 1994
JUPITER INTEGON LIMITED
PARTNERSHIP
By: Jupiter Industries, Inc.
General Partner
By: /s/ George E. Murphy
--------------------------------
Name: George E. Murphy
Title: Vice President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 27 of 36 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 10, 1994
/s/ Edward W. Ross
-------------------------
Edward W. Ross
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 28 of 36 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 10, 1994
/s/ Howard R. Koven
---------------------------------
Howard R. Koven, as Trustee of
Tanya Trust No. 1, J.W. Family
Trust Nos. 1-20, Wexler Family
Voting Trust (1992), and Wexler
Family Voting Trust No. 4
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 29 of 36 Pages
Index to Exhibits
-----------------
Page No. in
Sequential
Exhibit Numbering System
- ------- ----------------
IX Joint Filing Agreement dated as of January 10, 30
1994 among the Reporting Persons
X Power of Attorney appointing John C Head III as
attorney-in-fact for all Reporting Persons 32
XI Agreement dated as of December 31, 1993 among
Jupiter, John C Head III and Madie Ivy 34
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 30 of 36 Pages
SCHEDULE 13D, Amendment No. 4
EXHIBIT IX
Joint Filing Agreement
----------------------
In accordance with Rule 13-d(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of an amendment or amendments to a statement on Schedule 13D filed
on April 9, 1992, as amended by Amendment No. 1 filed on December 2, 1992,
Amendment No. 2 filed on December 24, 1992, Amendment No. 3 filed in January 8,
1993, and as may be further amended, with respect to the common stock of Integon
Corporation, a Delaware corporation. This Agreement shall be included as an
Exhibit to such joint filing. This Agreement may be executed in counterparts,
each of which taken together shall constitute one and the same instrument.
In evidence thereof, each of the undersigned, being duly authorized,
hereby executed this Agreement this 10th day of January 1994.
HEAD INSURANCE INVESTORS L.P.
By: Heracles Partners L.P.
General Partner
By:/s/ John C Head III
--------------------------------
Name: John C Head III
Title: General Partner
HERACLES PARTNERS L.P.
By:/s/ John C Head III
-------------------------------------
Name: John C Head III
Title: General Partner
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 31 of 36 Pages
/s/ John C Head III
----------------------------------
John C Head III
/s/ Madie Ivy
----------------------------------
Madie Ivy
JUPITER INDUSTRIES, INC.
By: /s/ George E. Murphy
-------------------------------
Name: George E. Murphy
Title: Vice President
JUPITER INTEGON LIMITED
PARTNERSHIP
By: Jupiter Industries, Inc.
General Partner
By: /s/ George E. Murphy
--------------------------
Name: George E. Murphy
Title: Vice President
/s/ Edward W. Ross
----------------------------------
Edward W. Ross
/s/ Howard R. Koven
----------------------------------
Howard R. Koven, as Trustee of Tanya Trust
No. 1, J.W. Family Trust Nos. 1-20, Wexler
Family Voting Trust (1992), and Wexler Family
Voting Trust No. 4
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 32 of 36 Pages
EXHIBIT X
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints John C Head III,
his, her or its true and lawful attorney-in-fact and agent, with full power or
substitution and resubstitution, for him, her or it and in his, her or its name,
place and stead, in any and all capacities, to sign any and all amendments to
the statement on Schedule 13D with respect to the ownership of shares of Common
Stock of Integon Corporation, and other documents in connection therewith, to be
filed with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent all power and authority to do and perform each and
every act requisite and necessary to be done, as fully to all intents and
purposes as he, she or it might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: January 10, 1994
HEAD INSURANCE INVESTORS L.P.
By: Heracles Partners L.P.
General Partner
By:/s/ John C Head III
--------------------------
Name: John C Head III
Title: General Partner
HERACLES PARTNERS L.P
By:/s/ John C Head III
-------------------------------
Name: John C Head III
Title: General Partner
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 33 of 36 Pages
/s/ Madie Ivy
----------------------------------
Madie Ivy
JUPITER INDUSTRIES, INC.
By: /s/ George E. Murphy
-------------------------------
Name: George E. Murphy
Title: Vice President
JUPITER INTEGON LIMITED
PARTNERSHIP
By: Jupiter Industries, Inc.
General Partner
By: /s/ George E. Murphy
----------------------------
Name: George E. Murphy
Title: Vice President
/s/ Edward W. Ross
----------------------------------
Edward W. Ross
/s/ Howard R. Koven
----------------------------------
Howard R. Koven, as Trustee of Tanya Trust
No. 1, J.W. Family Trust Nos. 1-20, Wexler
Family Voting Trust (1992), and Wexler Family
Voting Trust No. 4
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 34 of 36 Pages
EXHIBIT XI
AGREEMENT dated as of December 31, 1993, between JUPITER INDUSTRIES,
INC., a Tennessee corporation ("Jupiter"), on the one hand, and JOHN C HEAD III
("Head") and MADIE IVY ("Ivy"), on the other hand (Head and Ivy being
hereinafter sometimes collectively referred to as "Head/Ivy" and each of Jupiter
and Head/Ivy being hereinafter sometimes referred to as a "Party").
Jupiter and Head/Ivy own, directly or indirectly, shares of Common Stock
of Integon Corporation, a Delaware corporation (the "Company"), and wish to
enter into this Agreement with respect to the election of directors of the
Company.
Accordingly, the Parties agree as follows:
8.Each Party shall be entitled to nominate three
directors (the "Nominated Directors") to a slate of directors to be submitted to
the stockholders of the Company for election to the Board of Directors of the
Company. Each Party shall vote the shares of the Company owned by it, and shall
use its best efforts to cause the shares of the Company owned by its affiliates
to be voted, in favor of the election of the Nominated Directors and shall be
entitled to remove any of the directors nominated by such Party at its sole
discretion and to fill the vacancy caused by the removal of such director or
directors caused by the death, disability, incompetence, or resignation of any
of the directors nominated by it. Each Party shall vote, and shall use its best
efforts to cause each of its affiliates to
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 35 of 36 Pages
vote, in all capacities in favor of the election of the Nominated Directors and
any other candidate nominated pursuant to the foregoing as directors of the
Company and to otherwise effectuate the provisions of this Agreement.
9.This Agreement shall be terminable at will by either Party upon written
notice to the other Party.
10. This Agreement shall be governed and construed in accordance with the
laws of the State of Delaware applicable to contracts made and to be performed
therein, without giving effect to the principles thereof relating to conflict of
laws.
11. This Agreement contains the entire agreement among
the parties with respect to the subject matter hereof.
12. This Agreement may be executed in any number of counterparts, each of
which shall be an original and all of which, when taken together, shall
constitute one and the same agreement.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 36 of 36 Pages
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the day and year first above written.
/s/ John C Head III
-----------------------------
John C Head III
/s/ Madie Ivy
-----------------------------
Madie Ivy
JUPITER INDUSTRIES, INC.
By /s/ Edward W. Ross
---------------------------
Chairman of the Board
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 5)
-----------------------
INTEGON CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
45810F 10 1
(CUSIP Number)
-----------------------
ALBERT P. HAND, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, N.Y. 10019-6064
TEL. NO.: (212) 373-3032
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
OCTOBER 13, 1994
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 57 Pages
Exhibit Index is on Page 33
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 2 OF 57 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Head Insurance Investors L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00 (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 819,588
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
819,588
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
819,588
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON
PN
- ----- ------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 3 OF 57 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heracles Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 842,088
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
842,088
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
842,088
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14 TYPE OF REPORTING PERSON
PN
- ----- ------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 4 OF 57 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John C Head III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00 (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 8,005
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
871,101
9 SOLE DISPOSITIVE POWER
8,005
10 SHARED DISPOSITIVE POWER
871,101
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
886,739
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON
IN
- ----- ------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 5 OF 57 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Madie Ivy
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00 (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 7,633
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
871,101
9 SOLE DISPOSITIVE POWER
7,633
10 SHARED DISPOSITIVE POWER
871,101
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
886,739
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON
IN
- ----- ------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 6 OF 57 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jupiter Industries, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
7 SOLE VOTING POWER
NUMBER OF 2,693,750
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
2,693,750
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,693,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%
14 TYPE OF REPORTING PERSON
CO
- ----- ------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 7 OF 57 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jupiter Integon Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7 SOLE VOTING POWER
NUMBER OF 2,680,281
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
2,680,281
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,680,281
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.1%
14 TYPE OF REPORTING PERSON
PN
- ----- ------------
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 8 OF 57 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward W. Ross
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 410,595
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
2,693,750
9 SOLE DISPOSITIVE POWER
410,595
10 SHARED DISPOSITIVE POWER
2,693,750
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,700,283 (see item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%
14 TYPE OF REPORTING PERSON
IN
- ----- ------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 9 OF 57 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Howard R. Koven
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF --
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
2,693,750
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
2,693,750
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,693,750 (see item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%
14 TYPE OF REPORTING PERSON
IN
- ----- ------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 10 OF 57 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philip Rootberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF --
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
2,693,750
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
2,693,750
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,693,750 (see item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%
14 TYPE OF REPORTING PERSON
IN
- ----- ------------
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 11 of 57 Pages
Amendment No. 5 to Schedule 13D
-------------------------------
The statement on Schedule 13D filed on April 9, 1992, as amended by
Amendment No. 1 filed on December 2, 1992, Amendment No. 2 filed on December 24,
1992, Amendment No. 3 filed on January 8, 1993 and Amendment No. 4 filed on
January 10, 1994 (the "Statement"), relating to the Common Stock, par value $.01
per share (the "Common Stock"), issued by Integon Corporation (the "Issuer"), is
hereby amended by this Amendment No. 5 as indicated below. Unless otherwise
indicated, all capitalized terms shall have the same meaning as provided in the
Statement. The Statement, as amended by this Amendment No. 5, shall be
hereinafter referred to as the "Amended Statement." This Amendment No. 5
reports, among other things, (i) the acquisition by each of John C Head III,
Madie Ivy, Heracles Partners L.P. and Head Insurance Investors L.P. of
beneficial ownership of securities convertible into Common Stock and (ii) Philip
Rootberg's joining the group of reporting persons as a consequence of his being
named Co-Trustee of J.W. Family Trust Nos. 1-20.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety as follows:
-----------------------------------------------------------------
(a) Pursuant to Rule 13d-1(f)(1) of the Rules and Regulations of the
Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby
file this Schedule 13D Statement on behalf of Head Insurance Investors L.P., a
Delaware limited partnership ("Head Investors"), Heracles Partners L.P., a
Delaware limited partnership ("Heracles"), John C Head III, Madie Ivy, Jupiter
Industries, Inc., a Tennessee corporation ("Jupiter"), Jupiter Integon Limited
Partnership, an Illinois limited partnership ("Jupiter Partnership"), Edward W.
Ross, Howard R. Koven and Philip Rootberg (collectively, the "Reporting
Persons").
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 12 of 57 Pages
The Reporting Persons may be deemed to constitute a "group" for the
purpose of this statement. A copy of the Joint Filing Agreement among the
Reporting Persons is filed herewith as Exhibit XII.
(b)-(c)
Head Investors and Heracles
---------------------------
Head Investors and Heracles are Delaware limited partnerships. The
principal business of Head Investors is to make specific and designated
investments in companies in the insurance industry and in businesses related
thereto. The principal business of Heracles is acting as the general partner of
Head Investors and affiliates. The principal business address and principal
office of Head Investors and Heracles is 545 Madison Avenue, 6th Floor, New
York, New York 10022. Heracles is the sole general partner of Head Investors.
The general partners of Heracles are John C Head III and Madie Ivy.
John C Head III and Madie Ivy
-----------------------------
The principal occupation of Mr. Head and Ms. Ivy is serving as
general partners of John Head & Partners L.P., an investment banking firm
specializing in providing advice to insurance companies and related concerns,
and of Head Asset Management L.P., an investment advisor specializing in
managing the investment portfolios of insurance companies and related concerns.
Mr. Head and Ms. Ivy are also the general partners of Heracles, which is the
general partner of Head Investors. The business address of Mr. Head and Ms. Ivy
is 545 Madison Avenue, 6th Floor, New York, New York 10022. Mr. Head and Ms. Ivy
are married.
Jupiter, Edward W. Ross, Howard R. Koven, and Philip Rootberg
-------------------------------------------------------------
Jupiter is a privately held Tennessee corporation and has its
principal interests in real estate, insurance, transportation, mechanical
construction, gas gathering and retail and the manufacture and distribution of
boats. Edward W. Ross is Chairman of the Board and Chief Executive Officer of
Jupiter. The principal business address and principal office of Jupiter, as
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 13 of 57 Pages
well as the business address for Mr. Ross, is 919 North Michigan Avenue, Suite
1500, Chicago, Illinois 60611-1689.
Howard R. Koven, as trustee of Tanya Trust No. 1, Wexler Family
Voting Trust (1991), Wexler Family Voting Trust No. 4, and co-trustee of J.W.
Family Trust Nos. 1-20, all of which own voting stock of Jupiter, is a
controlling person of Jupiter. Mr. Koven is an attorney with the law firm of
Jenner & Block. The principal address of Jenner & Block, as well as the business
address for Mr. Koven, is One IBM Plaza, Chicago, Illinois 60611.
Philip Rootberg, as co-trustee of J.W. Family Trust Nos. 1-20, which
owns voting stock of Jupiter, is a controlling person of Jupiter. Mr. Rootberg
is an accountant with the firm Philip Rootberg & Company and Senior Executive
Vice President of Jupiter. The principal address of Philip Rootberg & Company,
as well as the business address for Mr. Rootberg, is 250 South Wacker Drive,
Suite 800, Chicago, Illinois 60606.
Additional information relating to the directors and executive
officers of Jupiter as of October 31, 1994 is set forth on Schedule D hereto,
which is incorporated herein by reference.
Jupiter Partnership
-------------------
Jupiter Partnership is an Illinois limited partnership. The principal
business of Jupiter Partnership is making investments in the Issuer and its
privately held affiliates. The principal business address and principal office
of Jupiter Partnership is 919 North Michigan Avenue, Suite 1500, Chicago,
Illinois 60611-1689. Jupiter is the sole general partner of Jupiter Partnership.
(d) None of the entities or persons identified in this Item 2 has, in
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 14 of 57 Pages
(e) None of the entities or persons identified in this Item 2, has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens
of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Item 3 is hereby amended by adding the following to the end thereof:
--------------------------------------------------------------------
John C Head III, Madie Ivy and Head Investors acquired shares of
Convertible Preferred Stock (as defined in Item 4 below) for an aggregate
purchase price of $5,999,984. Mr. Head and Ms. Ivy immediately sold all of the
shares they purchased to Head Investors at their acquisition price. Head
Investors purchased all of the shares of Convertible Preferred Stock reported
herein with partnership funds.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following to the end thereof:
--------------------------------------------------------------------
Mr. Head and Ms. Ivy each purchased 12,435 shares, and Head Investors
purchased 99,482 shares, of $3.875 Convertible Preferred Stock (the "Convertible
Preferred Stock") in the Issuer's public offering of the Convertible Preferred
Stock (the "Offering"), the proceeds of which the Issuer used to finance a
portion of the purchase price of its acquisition of Bankers and Shippers
Insurance Company from The Travelers Indemnity Company. The purchase price of
the Convertible Preferred Stock was $48.25 per share. The Convertible Preferred
Stock has a liquidation preference of $50 and a conversion price of $19.05.
Pursuant to a Sale Agreement (as defined in Item 6 below), dated October 13,
1994, Head Investors
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 15 of 57 Pages
purchased (on a when-issued basis) the 24,870 shares of the Convertible
Preferred Stock originally purchased by Ms. Ivy and Mr. Head, at a per share
price of $48.25.
Each of Head Investors, Ms. Ivy and Mr. Head purchased the
Convertible Preferred Stock for investment purposes. The Reporting Persons may,
and reserve the right to, buy additional shares of Common Stock or Convertible
Preferred Stock or to sell some or all of such securities in the open market or
in one or more privately negotiated transactions under appropriate
circumstances.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) is hereby amended and restated to read, in its entirety, as
---------------------------------------------------------------------
follows:
- --------
(a) The aggregate percentage of shares of Common Stock reported
owned by each person herein is based upon the Issuer's notification to the
Reporting Persons that 15,695,407 shares of Common Stock were outstanding at the
close of business on October 28, 1994.
As of the close of business on October 28, 1994:
(i) The Reporting Persons own in the aggregate 3,586,022
shares, which represent approximately 22.3% of the shares of Common Stock,
including 327,695 shares of Common Stock which certain Reporting Persons have a
right to acquire through the conversion of Convertible Preferred Stock into
Common Stock.
(ii) Head Investors directly owns 493,205 shares of Common
Stock. In addition, Head Investors directly owns 124,352 shares of Convertible
Preferred Stock, which if converted into Common Stock will give Head Investors
an additional 326,383 shares of Common Stock. Therefore, Head Investors owns
beneficially 819,588 shares of Common Stock representing 5.1% of the shares of
Common Stock.
(iii) Heracles is the direct beneficial owner of 22,500 shares
of Common Stock. In addition, because of its position as the general partner of
Head Investors,
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 16 of 57 Pages
Heracles may be deemed, pursuant to rule 13d-3, to own beneficially 819,588
shares of Common Stock, for an aggregate of 842,088 shares of Common Stock,
representing approximately 5.3% of the shares of Common Stock. Except to the
extent of its interests in Head Investors, Heracles disclaims beneficial
ownership of the shares held by Head Investors.
(iv) Madie Ivy is the direct beneficial owner of 7,633 shares
of Common Stock. Because Ms. Ivy is a general partner of Heracles, and Heracles
is the general partner of Head Investors, Ms. Ivy may be deemed, pursuant to
Rule 13d-3, to own beneficially 842,088 shares of Common Stock. Ms. Ivy may also
be deemed to own beneficially 220 shares of Common Stock and 200 shares of
Convertible Preferred Stock (which are convertible into 525 additional shares of
Common Stock) for which she is custodian for her children (the "Custodial
Shares"), 220 shares of Common Stock and 200 shares of Convertible Preferred
Stock (which are convertible into 525 additional shares of Common Stock) owned
by trusts for the benefit of her children, for which she is Trustee (the "Trust
Shares"), 14,054 shares of Common Stock through a corporation in which she has
an interest, and 13,469 shares of Common Stock through a profit sharing plan in
which she has an interest. Further, as she is married to Mr. Head, Ms. Ivy may
be deemed to own beneficially 7,743 shares of Common Stock and 100 shares of
Convertible Preferred Stock (which are convertible into 262 additional shares of
Common Stock) that are directly owned by Mr. Head. When all of such shares of
Common Stock are aggregated, Ms. Ivy may be deemed, pursuant to Rule 13d-3, to
own beneficially 886,739 shares, which represent approximately 5.5% of the
shares of Common Stock. Except to the extent of her interests in Heracles, Ms.
Ivy disclaims beneficial ownership of the shares held by Heracles and Head
Investors.
(v) John C Head III is the direct beneficial owner of 7,743
shares of Common Stock. Mr. Head may also be deemed the direct beneficial owner
of 100 shares of Convertible Preferred Stock which, if converted, would give him
262 additional shares of
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 17 of 57 Pages
Common Stock. In addition, because Mr. Head is a general partner of Heracles and
Heracles is a general partner of Head Investors, Mr. Head may be deemed,
pursuant to Rule 13d-3, to own beneficially 842,088 shares of Common Stock. In
addition, Mr. Head may be deemed to own beneficially 14,054 shares of Common
Stock through a corporation in which he has an interest, and 13,469 shares of
Common Stock held by a profit sharing plan in which he has an interest. Further,
as he is married to Madie Ivy, for the reasons described above with respect to
Ms. Ivy's beneficial ownership, Mr. Head may be deemed to own beneficially the
shares of Common Stock directly owned by Ms. Ivy, the Custodial Shares and the
Trust Shares. When all of such shares are aggregated, Mr. Head may be deemed,
pursuant to Rule 13d-3, to own beneficially 886,739 shares, which represent
approximately 5.5% of the shares of Common Stock. Except to the extent of his
interests in Heracles, Mr. Head disclaims beneficial ownership of the shares
held by Heracles and Head Investors.
(vi) Jupiter Partnership is the direct beneficial owner of
2,680,281 shares of Common Stock, which represent 17.1% of the shares of Common
Stock.
(vii) Jupiter is the direct beneficial owner of 13,469 shares of
Common Stock. Because of Jupiter's position as a general partner of Jupiter
Partnership, Jupiter may be deemed, pursuant to Rule 13d-3, to own beneficially
2,680,281 shares of Common Stock. When all of such shares are aggregated,
Jupiter may be deemed, pursuant to Rule 13d-3, beneficially to own 2,693,750
shares of Common Stock, which represent approximately 17.2% of the shares of
Common Stock.
(viii) Edward W. Ross is the direct beneficial owner of 6,533
shares of Common Stock. As a controlling person of Jupiter, Mr. Ross may be
deemed, pursuant to Rule 13d-3, to own beneficially 2,693,750 shares of Common
Stock. When such shares are aggregated, Mr. Ross may be deemed, pursuant to Rule
13d-3, to own beneficially 2,700,283 shares of Common Stock, which represent
approximately 17.2% of the shares of Common Stock.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 18 of 57 Pages
Under an agreement with Jupiter Partnership, Mr. Ross has an option to purchase
from Jupiter Partnership, from time to time, in whole or in part, 404,062 shares
of Common Stock (the "Option Shares"), which option is exercisable during the
period commencing on August 5, 1992 and expiring August 5, 1995. Except for the
Option Shares and except to the extent of his interests in Jupiter and Jupiter
Partnership, Mr. Ross disclaims beneficial ownership of such shares.
(ix) As a controlling person of Jupiter, Howard R. Koven may be
deemed, pursuant to Rule 13d-3, to own beneficially 2,693,750 shares of Common
Stock, which represent approximately 17.2% of the shares of Common Stock. Mr.
Koven disclaims beneficial ownership of such shares.
(x) As a controlling person of Jupiter, Philip Rootberg may be
deemed, pursuant to Rule 13d-3, to own beneficially 2,693,750 shares of Common
Stock, which represent approximately 17.2% of the shares of Common Stock. Except
to the extent of his interests in Jupiter and Jupiter Partnership, Mr. Rootberg
disclaims beneficial ownership of such shares.
(xi) Charles H. Jamison, President, Chief Operating Officer and
a director of Jupiter, is the direct beneficial owner of 6,533 shares of Common
Stock, which represent less than 0.1% of the shares of Common Stock.
Item 5(b) is hereby amended and restated to read, in its entirety, as
---------------------------------------------------------------------
follows:
- --------
(b) Mr. Head and Ms. Ivy exercise shared power to vote or to direct
the vote, and shared power to dispose or direct the disposition, of the 870,051
shares of Common Stock beneficially owned by them that are not owned directly by
Ms. Ivy or Mr. Head. Messrs. Koven, Rootberg and Ross exercise shared power to
vote or to direct the vote, and shared power to dispose or direct the
disposition, of the 2,693,750 shares of Common Stock that
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 19 of 57 Pages
they may be deemed to own beneficially through their respective controlling
interests in Jupiter and through their positions as members of Jupiter's Board
of Directors.
Except as set forth above, each of the Reporting Persons has sole
power to vote or direct the vote and sole power to dispose or direct the
disposition of the shares of Common Stock of which it has beneficial ownership.
Item 5(c) is hereby amended and restated to read, in its entirety, as
---------------------------------------------------------------------
follows:
--------
(c) Head Investors acquired through the Offering 99,482 shares, and
Mr. Head and Ms. Ivy each acquired 12,435 shares, of Convertible Preferred
Stock. Pursuant to the Sale Agreement dated October 13, 1994, Head Investors
purchased the 24,870 shares of Convertible Preferred Stock from Mr. Head and Ms.
Ivy as described in Item 4 above.
Item 5(e) is hereby amended by adding the following to the end
--------------------------------------------------------------
thereof:
--------
In connection with the December 1993 distribution of Common Stock
described in Amendment No. 4 to the Statement, Head Investors and Heracles
ceased to be beneficial owners of more than five percent of the Common Stock.
They became beneficial owners of more than five percent of the Common Stock upon
the purchase by Head Investors of shares of Convertible Preferred Stock on
October 13, 1994.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended by adding the following to the end thereof:
--------------------------------------------------------------------
Pursuant to a sale agreement dated October 13, 1994 (the "Sale
Agreement") by and between Head Investors and Mr. Head and Ms. Ivy, which is
filed herewith as Exhibit XIV and is incorporated herein by reference, Mr. Head
and Ms. Ivy sold to Head Investors all 24,870 shares of Convertible Preferred
Stock held by them. The Sale Agreement contemplated that the transaction occur
following notice from Smith Barney Inc., the managing underwriter of the
Issuer's Offering, that the Offering had been completed. The transaction was
consummated on
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 20 of 57 Pages
October 13, 1994 at a price per share of $48.25. Pursuant to the Sale Agreement
Head Investors agreed not to sell, transfer or otherwise dispose of the
Convertible Preferred Stock except as permitted under federal securities laws
and applicable state securities laws pursuant to registration or exemption
therefrom.
Pursuant to a registration rights agreement, dated as of October 17,
1994, between the Issuer and Head Investors (the "Registration Rights
Agreement"), which is filed herewith as Exhibit XV and incorporated herein by
reference, the Issuer has agreed to file a Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act"), covering the 24,870
shares of Convertible Preferred Stock (the "Subject Shares") sold to Head
Investors by John C Head III and Madie Ivy, and to cause such Registration
Statement to become effective. The effectiveness of the Registration Statement
shall be maintained through the earlier to occur of (i) the date upon which all
of the Subject Shares may be sold free of any restrictions under Rule 144 under
the Securities Act and (ii) the fifth anniversary of the date upon which Head
Investors purchased the Subject Shares.
Smith Barney Inc. and Donaldson, Lufkin & Jenrette Securities
Corporation, as representatives of the several underwriters of the Offering,
have entered into agreements, each dated as of October 18, 1994 (the "Lock-up
Agreements"), which together are filed herewith as Exhibit XVI and incorporated
herein by reference, with certain of the Reporting Persons with respect to the
shares of Common Stock and Convertible Preferred Stock (including any securities
convertible into or exercisable or exchangeable for such shares) held by such
Reporting Persons. Pursuant to the Lock-up Agreements, each such Reporting
Person has agreed not to transfer or dispose of such shares for 90 days in the
case of Heracles, Jupiter, Jupiter Partnership and Mr. Ross, and 150 days in the
case of Head Investors, Mr. Head and Ms. Ivy.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 21 of 57 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended by adding the following to the end thereof:
--------------------------------------------------------------------
Exhibit
- -------
XI Agreement, dated as of December 31, 1993, among Jupiter, John C Head III
and Madie Ivy.
XII Joint Filing Agreement, dated as of November 14, 1994, among the Reporting
Persons.
XIII Power of Attorney appointing John C Head III as attorney-in-fact for all
Reporting Persons.
XIV Sale Agreement, dated October 13, 1994, between Head Investors and John C
Head III and Madie Ivy.
XV Registration Rights Agreement, dated as of October 17, 1994, between Head
Investors and the Issuer.
XVI Lock-up Agreements, each dated as of October 18, 1994, between the
representatives of the underwriters and each of Head Investors, Heracles,
Jupiter, Jupiter Partnership, Ms. Ivy and Messrs. Ross and Head.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 22 of 57 Pages
SCHEDULE D
Directors and Executive Officers of
Jupiter Industries, Inc.
("Jupiter")
DIRECTORS:
1. Leonard W. Golan
21st Floor
Three First National Plaza
Chicago, Illinois 60602
Present Principal Occupation or Employment: Attorney at the law firm of
Leonard W. Golan, Ltd.
2. Charles H. Jamison
919 North Michigan Avenue
Suite 1500
Chicago, Illinois 60611-1689
Present Principal Occupation or Employment: President and Chief Operating
Officer of Jupiter
3. Howard R. Koven
One IBM Plaza
Chicago, Illinois 60611
Present Principal Occupation or Employment: Attorney at the law firm of
Jenner & Block
4. Philip Rootberg
250 South Wacker Drive
Suite 800
Chicago, Illinois 60606
Present Principal Occupation oCertified Public Accountant at the firm
of Philip Rootberg & Company -- Certified Public Accountants, and Senior
Executive Vice President of Jupiter
5. Edward W. Ross
919 North Michigan Avenue
Suite 1500
Chicago, Illinois 60611-1689
Present Principal Occupation oChairman of the Board and Chief
Executive Officer of Jupiter
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 23 of 57 Pages
ADDITIONAL EXECUTIVE OFFICERS:
1. Robert W. Berliner, Jr.
919 North Michigan Avenue
Suite 1500
Chicago, Illinois 60611-1689
Present Principal Occupation or Employment: Secretary and General Counsel
of Jupiter and Jupiter Realty Corporation
2. George E. Murphy
919 North Michigan Avenue
Suite 1500
Chicago, Illinois 60611-1689
Present Principal Occupation or Employment: Executive Vice President of
Finance of Jupiter
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 24 of 57 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 14, 1994
HEAD INSURANCE INVESTORS L.P.
By: Heracles Partners L.P.
General Partner
By:/s/ John C. Head III
------------------------------
Name:
Title: General Partner
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 25 of 57 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 14, 1994
HERACLES PARTNERS L.P.
By:/s/ John C. Head III
------------------------------
Name:
Title: General Partner
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 26 of 57 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 14, 1994
/s/ John C. Head III
------------------------------
John C Head III
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 27 of 57 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 14, 1994
/s/ Madie Ivy
------------------------------
Madie Ivy
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 28 of 57 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 14, 1994
JUPITER INDUSTRIES, INC.
By: /s/ C. H. Jamison
------------------------------
Name: C. H. Jamison
Title: President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 29 of 57 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 14, 1994
JUPITER INTEGON LIMITED
PARTNERSHIP
By: Jupiter Industries, Inc.
General Partner
By: /s/ C. H. Jamison
------------------------------
Name: C. H. Jamison
Title: President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 30 of 57 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 14, 1994
/s/ Edward W. Ross
--------------------------------
Edward W. Ross
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 31 of 57 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 14, 1994
/s/ Howard R. Koven
---------------------------------------
Howard R. Koven, as Trustee of
Tanya Trust No. 1, Wexler Family
Voting Trust (1991), Wexler
Family Voting Trust No. 4 and as Co-
Trustee of J.W. Family Trust Nos. 1-20
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 32 of 57 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 14, 1994
/s/ Philip Rootberg
-----------------------------------------
Philip Rootberg, individually and as Co-
Trustee of J.W. Family Trust Nos. 1-20
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 33 of 57 Pages
Index to Exhibits
-----------------
Page No. in
Sequential
Exhibit Numbering System
- ------- ----------------
XI Agreement, dated as of December 31, 1993, 34
among Jupiter, John C Head III and Madie Ivy
XII Joint Filing Agreement dated as of November 36
14, 1994, among the Reporting Persons.
XIII Power of Attorney appointing John C Head III 39
attorney-in-fact for all Reporting Persons.
XIV Sale Agreement dated October 13, 1994, 41
between Head Investors and John C Head III
and Madie Ivy
XV Registration Rights Agreement, dated as of 42
October 17, 1994, between Head Investors and
the Issuer.
XVI Lock-up Agreements, each dated as of October 44
18, 1994, between the representatives of the
underwriters and each Reporting Person who has
purchased Lock-up Shares.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 34 of 57 Pages
EXHIBIT XI
AGREEMENT dated as of December 31, 1993, between JUPITER INDUSTRIES, INC.,
a Tennessee corporation ("Jupiter"), on the one hand, and JOHN C HEAD III
("Head") and MADIE IVY ("Ivy"), on the other hand (Head and Ivy being
hereinafter sometimes collectively referred to as "Head/Ivy" and each of Jupiter
and Head/Ivy being hereinafter sometimes referred to as a "Party").
Jupiter and Head/Ivy own, directly and indirectly, shares of Common Stock
of Integon Corporation, a Delaware corporation (the "Company"), and wish to
enter into this Agreement with respect to the election of directors of the
Company.
Accordingly, the Parties agree as follows:
1. Each Party shall be entitled to nominate three directors (the
"Nominated Directors") to a slate of directors to be submitted to the
stockholders of the Company for election to the Board of Directors of the
Company. Each Party shall vote the shares of the Company owned by it, and shall
use its best efforts to cause the shares of the Company owned by its affiliates
to be voted, in favor of the election of the Nominated Directors and shall be
entitled to remove any of the directors nominated by such Party at its sole
discretion and to fill the vacancy caused by the removal of such director or
directors caused by the death, disability, incompetence, or resignation of any
of the directors nominated by it. Each Party shall vote, and shall use its best
efforts to cause each of its affiliates to vote, in all capacities in favor of
the election of the Nominated Directors and any other candidate nominated
pursuant to the foregoing as directors of the Company and to otherwise
effectuate the provisions of this Agreement.
2. This Agreement shall be terminable at will by either Party upon
written notice to the other Party.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 35 of 57 Pages
3. This Agreement shall be governed and construed in accordance with the
laws of the State of Delaware applicable to contracts made and to be performed
therein, without giving effect to the principles thereof relating to conflict of
laws.
4. This Agreement contains the entire agreement among the parties with
respect to the subject matter hereof.
5. This Agreement may be executed in any number of counterparts, each of
which shall be an original and all of which, when taken together, shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the day and year first above written.
/s/ John C Head III
---------------------------------
John C Head III
/s/ Madie Ivy
---------------------------------
Madie Ivy
JUPITER INDUSTRIES, INC.
By: /s/ Edward W. Ross
---------------------------------
Chairman of the Board
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 36 of 57 Pages
SCHEDULE 13D, Amendment No. 5
EXHIBIT XII
Joint Filing Agreement
----------------------
In accordance with Rule 13-d(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of an amendment or amendments to a statement on Schedule 13D filed
on April 9, 1992, as amended by Amendment No. 1 filed on December 2, 1992,
Amendment No. 2 filed on December 24, 1992, Amendment No. 3 filed on January 8,
1993, Amendment No. 4 filed on January 10, 1994, and as may be further amended,
with respect to the common stock of Integon Corporation, a Delaware corporation.
This Agreement shall be included as an Exhibit to such joint filing. This
Agreement may be executed in counterparts, each of which taken together shall
constitute one and the same instrument.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 37 of 57 Pages
In evidence thereof, each of the undersigned, being duly authorized,
hereby executed this Agreement this 14th day of November 1994.
HEAD INSURANCE INVESTORS L.P.
By: Heracles Partners L.P.
General Partner
By: /s/ John C. Head III
-------------------------------
Name:
Title: General Partner
HERACLES PARTNERS L.P.
By: /s/ John C. Head III
------------------------------------
Name:
Title: General Partner
/s/ John C. Head III
---------------------------------------
John C Head III
/s/ Madie Ivy
---------------------------------------
Madie Ivy
JUPITER INDUSTRIES, INC.
By: /s/ C. H. Jamison
---------------------------------------
Name: C. H. Jamison
Title: President
JUPITER INTEGON LIMITED
PARTNERSHIP
By: Jupiter Industries, Inc.
General Partner
By: /s/ C. H. Jamison
-------------------------------
Name: C. H. Jamison
Title: President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 38 of 57 Pages
/s/ Edward W. Ross
-----------------------------------------------
Edward W. Ross
/s/ Howard R. Koven
-----------------------------------------------
Howard R. Koven, as Trustee of Tanya Trust
No. 1, Wexler Family Voting Trust (1991), and
Wexler Family Voting Trust No. 4 and as
Co-Trustee of J.W. Family Trust Nos. 1-20
/s/ Philip Rootberg
-----------------------------------------------
Philip Rootberg, individually and as Co-Trustee
of J.W. Family Trust Nos. 1-20
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 39 of 57 Pages
EXHIBIT XIII
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints John C Head III,
his, her or its true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him, her or it and in his, her or its name,
place and stead, in any and all capacities, to sign any and all amendments to
the statement on Schedule 13D with respect to the ownership of shares of Common
Stock of Integon Corporation, and other documents in connection therewith, to be
filed with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent all power and authority to do and perform each and
every act requisite and necessary to be done, as fully to all intents and
purposes as he, she or it might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: November 14, 1994
HEAD INSURANCE INVESTORS L.P.
By: Heracles Partners L.P.
General Partner
By: /s/ John C. Head III
--------------------------
Name:
Title: General Partner
HERACLES PARTNERS L.P.
By: /s/ John C. Head III
-------------------------------
Name:
Title: General Partner
/s/ Madie Ivy
----------------------------------
Madie Ivy
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 40 of 57 Pages
JUPITER INDUSTRIES, INC.
By: /s/ C. H. Jamison
-------------------------------
Name: C. H. Jamison
Title: President
JUPITER INTEGON LIMITED
PARTNERSHIP
By: Jupiter Industries, Inc.
General Partner
By: /s/ C. H. Jamison
-----------------------------
Name: C. H. Jamison
Title: President
/s/ Edward W. Ross
----------------------------------
Edward W. Ross
/s/ Howard R. Koven
------------------------------------------------
Howard R. Koven, as Trustee of Tanya Trust
No. 1, Wexler Family Voting Trust (1991), and
Wexler Family Voting Trust No. 4 and as
Co-Trustee of J.W. Family Trust Nos. 1-20
/s/ Philip Rootberg
-----------------------------------------------
Philip Rootberg, individually and as Co-Trustee
of J.W. Family Trust Nos. 1-20
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 41 of 57 Pages
EXHIBIT XIV
October 13, 1994
Head Insurance Investors L.P.
545 Madison Avenue
6th Floor
New York, NY 10022
Dear Ladies and Gentlemen:
Pursuant to the offering (the "Offering") by Integon Corporation
(the "Company") of 1,250,000 shares of the Company's $3.875 Convertible
Preferred Stock, $.01 par value, we have purchased, in the aggregate, 24,870
shares (the "Shares") thereof for an aggregate purchase price of $1,199,977.50.
This letter is to confirm our intention to sell, and Head Insurance Investors
L.P.'s ("HII") intention to buy, the Shares following notice from Smith Barney
Inc., the managing underwriter of the Offering, to the Company that the Offering
has been completed.
We have agreed that the price to be paid for the Shares by HII
shall be $48.25 per share. HII acknowledges and agrees that any stock
certificate(s) representing the Shares shall bear such legends as may be
required by applicable federal or state securities laws and, further, that the
Shares shall not be transferred, sold or otherwise disposed of, except as
permitted under the federal securities laws and applicable state securities laws
pursuant to registration or exemption therefrom.
Please confirm your agreement with the foregoing by signing and
returning to the undersigned one copy of this letter, whereupon this letter
agreement shall become a binding agreement among John C Head III, Madie Ivy and
HII.
Very truly yours,
/s/ John C. Head III
---------------------------
John C Head III
/s/ Madie Ivy
---------------------------
Madie Ivy
AGREED TO AND ACCEPTED BY
HEAD INSURANCE INVESTORS L.P.
By: Heracles Partners L.P.,
General Partner
By: /s/ John C. Head III
------------------------
John C. Head III,
General Partner
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 42 of 57 Pages
EXHIBIT XV
INTEGON CORPORATION
500 West Fifth Street
Winston-Salem, NC 27152-3199
October 17, 1994
Head Insurance Investors L.P.
545 Madison Avenue
6th Floor
New York, NY 10022
Dear Sirs:
In connection with the public offering of 1,250,000 shares of
Convertible Preferred Stock (the "Convertible Preferred Stock") of Integon
Corporation (the "Company"), we understand that (i) you are purchasing in the
offering an aggregate of up to $3 million (or a greater amount up to $6 million)
of Convertible Preferred Stock for your own account (the "HII Shares") and (ii)
John C Head III and Madie Ivy are purchasing in the offering an aggregate of $3
million (or such lesser amount as will, when aggregated with the amount of HII
Shares purchased, equal $6 million) of Convertible Preferred Stock (the "Subject
Shares") which they are thereupon selling to you.
In this connection, we acknowledge that the purchases of the HII
Shares and the Subject Shares have contributed significantly to the success of
the public offering and also that the Subject Shares are "restricted securities"
within the meaning of Rule 144 promulgated under the Securities Act of 1933, as
amended.
In consideration of the purchasing of the HII Shares and the
Subject Shares as aforesaid, the Company has agreed to register the Subject
Shares under the Securities Act of 1933, as amended (the "1933 Act"), as set
forth in this letter.
Accordingly, we agree as follows:
1. The Company will promptly file a Registration Statement under
the 1933 Act covering the Subject Shares and cause such Registration Statement
to become effective.
2. The Company will maintain the effectiveness of the Registration
Statement covering the Subject Shares under the 1933 Act for a period commencing
on the date such
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 43 of 57 Pages
Registration Statement becomes effective under the 1933 Act through the earlier
to occur of (i) the date upon which all of the Subject Shares may be freely sold
by the owner thereof pursuant to Rule 144(k) of the 1933 Act free of any
restrictions under Rule 144 and (ii) the fifth anniversary of the date upon
which HII purchases the Subject Shares.
3. The Company will pay all costs and expenses incurred in
connection with the actions required to be taken by it pursuant to Paragraphs 1
and 2.
If the foregoing correctly sets forth our agreement as to the
matters covered hereby, please sign and return the enclosed copy of this letter
to the undersigned.
Very truly yours,
INTEGON CORPORATION
By:/s/ James T. Lambie
---------------------------------
ACCEPTED AND AGREED TO:
HEAD INSURANCE INVESTORS L.P.
By: HERACLES PARTNERS L.P.,
General Partner
By:/s/ Madie Ivy
-----------------------
Madie Ivy
General Partner
<PAGE>
USIP NO. 45810F 10 1 13D Page 44 of 57 Pages
EXHIBIT XVI
October 18, 1994
Smith Barney Inc.
Donaldson, Lufkin & Jenrette
Securities Corporation
c/o Smith Barney Inc.
1345 Avenue of the Americas
New York, N.Y. 10105
Dear Sirs:
The undersigned understands that you and certain other firms have
entered into an Underwriting Agreement (the "Underwriting Agreement") providing
for the purchase by you (the "Underwriters") of $3.875 Convertible Preferred
Shares (the "Convertible Preferred Shares") of Integon Corporation ("Integon")
and that the Underwriters have reofferred the Convertible Preferred Shares to
the public.
In consideration of the execution of the Underwriting Agreement by
the Underwriters, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the undersigned hereby irrevocably agrees that,
without the prior written consent of Smith Barney Inc., the undersigned will not
sell, offer to sell, solicit an offer to buy, contract to sell, grant any
options or warrants to purchase, or otherwise transfer or dispose of, any Common
Stock of Integon ("Common Stock") or any Convertible Preferred Shares, or any
interest in the Common Stock or the Convertible Preferred Shares or based on the
value of either, or any securities convertible into or exercisable or
exchangeable for Common Stock or Convertible Preferred Shares, or, in each such
case, any such securities substantially similar to such Common Stock or
Convertible Preferred Shares, for a period of 150 days after October 18, 1994,
other than (A) by operation of law or (B) transfer to or among affiliates.
<PAGE>
USIP NO. 45810F 10 1 13D Page 45 of 57 Pages
In furtherance of the foregoing, the Company and First Chicago
Trust Company of New York, its Transfer Agent, are hereby authorized to decline
to make any transfer of securities if such transfer would constitute a violation
or breach of this letter agreement.
The undersigned agrees that the provisions of this agreement shall
be binding also upon the successors, assigns, transferees, heirs and personal
representatives of the undersigned.
Very truly yours,
HEAD INSURANCE INVESTORS L.P.
By: Heracles Partners L.P.
General Partner
By: /s/ John C Head
------------------------
John C Head III,
General Partner
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 46 of 57 Pages
October 18, 1994
Smith Barney Inc.
Donaldson, Lufkin & Jenrette
Securities Corporation
c/o Smith Barney Inc.
1345 Avenue of the Americas
New York, N.Y. 10105
Dear Sirs:
The undersigned understands that you and certain other firms have
entered into an Underwriting Agreement (the "Underwriting Agreement") providing
for the purchase by you (the "Underwriters") of $3.875 Convertible Preferred
Shares (the "Convertible Preferred Shares") of Integon Corporation ("Integon")
and that the Underwriters have reofferred the Convertible Preferred Shares to
the public.
In consideration of the execution of the Underwriting Agreement by
the Underwriters, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the undersigned hereby irrevocably agrees that,
without the prior written consent of Smith Barney Inc., the undersigned will not
sell, offer to sell, solicit an offer to buy, contract to sell, grant any
options or warrants to purchase, or otherwise transfer or dispose of, any Common
Stock of Integon ("Common Stock") or any Convertible Preferred Shares, or any
interest in the Common Stock or the Convertible Preferred Shares or based on the
value of either, or any securities convertible into or exercisable or
exchangeable for Common Stock or Convertible Preferred Shares, or, in each such
case, any such securities substantially similar to such Common Stock or
Convertible Preferred Shares, for a period of 90 days after October 18, 1994,
other than (A) by operation of law or (B) transfer to or among affiliates.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 47 of 57 Pages
In furtherance of the foregoing, the Company and First Chicago
Trust Company of New York, its Transfer Agent, are hereby authorized to decline
to make any transfer of securities if such transfer would constitute a violation
or breach of this letter agreement.
The undersigned agrees that the provisions of this agreement shall
be binding also upon the successors, assigns, transferees, heirs and personal
representatives of the undersigned.
Very truly yours,
HERACLES PARTNERS L.P.
By: /s/ John C Head III
-------------------------
John C Head III,
General Partner
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 48 of 57 Pages
October 18, 1994
Smith Barney Inc.
Donaldson, Lufkin & Jenrette
Securities Corporation
c/o Smith Barney Inc.
1345 Avenue of the Americas
New York, N.Y. 10105
Dear Sirs:
The undersigned understands that you and certain other firms have
entered into an Underwriting Agreement (the "Underwriting Agreement") providing
for the purchase by you (the "Underwriters") of $3.875 Convertible Preferred
Shares (the "Convertible Preferred Shares") of Integon Corporation ("Integon")
and that the Underwriters have reofferred the Convertible Preferred Shares to
the public.
In consideration of the execution of the Underwriting Agreement by
the Underwriters, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the undersigned hereby irrevocably agrees that,
without the prior written consent of Smith Barney Inc., the undersigned will not
sell, offer to sell, solicit an offer to buy, contract to sell, grant any
options or warrants to purchase, or otherwise transfer or dispose of, any Common
Stock of Integon ("Common Stock") or any Convertible Preferred Shares, or any
interest in the Common Stock or the Convertible Preferred Shares or based on the
value of either, or any securities convertible into or exercisable or
exchangeable for Common Stock or Convertible Preferred Shares, or, in each such
case, any such securities substantially similar to such Common Stock or
Convertible Preferred Shares, for a period of 150 days after October 18, 1994,
other than (A) by way of testate or intestate succession or operation of law or
(B) transfer to or among affiliates, including Head Insurance Investors L.P., at
a price not in excess of the public offering price.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 49 of 57 Pages
In furtherance of the foregoing, the Company and First Chicago
Trust Company of New York, its Transfer Agent, are hereby authorized to decline
to make any transfer of securities if such transfer would constitute a violation
or breach of this letter agreement.
The undersigned agrees that the provisions of this agreement shall
be binding also upon the successors, assigns, transferees, heirs and personal
representatives of the undersigned.
Very truly yours,
/s/ John C Head
-----------------------------
John C Head III
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 50 of 57 Pages
October 18, 1994
Smith Barney Inc.
Donaldson, Lufkin & Jenrette
Securities Corporation
c/o Smith Barney Inc.
1345 Avenue of the Americas
New York, N.Y. 10105
Dear Sirs:
The undersigned understands that you and certain other firms have
entered into an Underwriting Agreement (the "Underwriting Agreement") providing
for the purchase by you (the "Underwriters") of $3.875 Convertible Preferred
Shares (the "Convertible Preferred Shares") of Integon Corporation ("Integon")
and that the Underwriters have reofferred the Convertible Preferred Shares to
the public.
In consideration of the execution of the Underwriting Agreement by
the Underwriters, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the undersigned hereby irrevocably agrees that,
without the prior written consent of Smith Barney Inc., the undersigned will not
sell, offer to sell, solicit an offer to buy, contract to sell, grant any
options or warrants to purchase, or otherwise transfer or dispose of, any Common
Stock of Integon ("Common Stock") or any Convertible Preferred Shares, or any
interest in the Common Stock or the Convertible Preferred Shares or based on the
value of either, or any securities convertible into or exercisable or
exchangeable for Common Stock or Convertible Preferred Shares, or, in each such
case, any such securities substantially similar to such Common Stock or
Convertible Preferred Shares, for a period of 150 days after October 18, 1994,
other than (A) by way of testate or intestate succession or operation of law or
(B) transfer to or among affiliates, including Head Insurance Investors L.P., at
a price not in excess of the public offering price.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 51 of 57 Pages
In furtherance of the foregoing, the Company and First Chicago
Trust Company of New York, its Transfer Agent, are hereby authorized to decline
to make any transfer of securities if such transfer would constitute a violation
or breach of this letter agreement.
The undersigned agrees that the provisions of this agreement shall
be binding also upon the successors, assigns, transferees, heirs and personal
representatives of the undersigned.
Very truly yours,
/s/ Madie Ivy
------------------------
Madie Ivy
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 52 of 57 Pages
October 18, 1994
Smith Barney Inc.
Donaldson, Lufkin & Jenrette
Securities Corporation
c/o Smith Barney Inc.
1345 Avenue of the Americas
New York, N.Y. 10105
Dear Sirs:
The undersigned understands that you and certain other firms have
entered into an Underwriting Agreement (the "Underwriting Agreement") providing
for the purchase by you (the "Underwriters") of $3.875 Convertible Preferred
Shares (the "Convertible Preferred Shares") of Integon Corporation ("Integon")
and that the Underwriters have reoffered the Convertible Preferred Shares to the
public.
In consideration of the execution of the Underwriting Agreement by the
Underwriters, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the undersigned hereby irrevocably agrees that,
without the prior written consent of Smith Barney Inc., the undersigned will not
sell, offer to sell, solicit an offer to buy, contract to sell, grant any
options or warrants to purchase, or otherwise transfer or dispose of, any Common
Stock of Integon ("Common Stock") or any Convertible Preferred Shares, or any
interest in the Common Stock or the Convertible Preferred Shares or based on the
value of either, or any securities convertible into or exercisable or
exchangeable for Common Stock or Convertible Preferred Shares, or, in each such
case, any such securities substantially similar to such Common Stock or
Convertible Preferred Shares, for a period of 90 days after October 18, 1994,
other than (a) by operation of law or (b) transfer to or among affiliates.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 53 of 57 Pages
In furtherance of the foregoing, Integon and First Chicago Trust Company
of New York, its Transfer Agent, are hereby authorized to decline to make any
transfer of securities if such transfer would constitute a violation or
breach of this letter agreement.
The undersigned agrees that the provisions of this agreement shall be
binding also upon the successors, assigns, transferees, heirs and personal
representatives of the undersigned.
Very truly yours,
Jupiter Industries, Inc.
By: /s/ C.H. Jamison
--------------------------
President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 54 of 57 Pages
October 18, 1994
Smith Barney Inc.
Donaldson, Lufkin & Jenrette
Securities Corporation
c/o Smith Barney Inc.
1345 Avenue of the Americas
New York, N.Y. 10105
Dear Sirs:
The undersigned understands that you and certain other firms have
entered into an Underwriting Agreement (the "Underwriting Agreement") providing
for the purchase by you (the "Underwriters") of $3.875 Convertible Preferred
Shares (the "Convertible Preferred Shares") of Integon Corporation ("Integon")
and that the Underwriters have reoffered the Convertible Preferred Shares to the
public.
In consideration of the execution of the Underwriting Agreement by the
Underwriters, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the undersigned hereby irrevocably agrees that,
without the prior written consent of Smith Barney Inc., the undersigned will not
sell, offer to sell, solicit an offer to buy, contract to sell, grant any
options or warrants to purchase, or otherwise transfer or dispose of, any Common
Stock of Integon ("Common Stock") or any Convertible Preferred Shares, or any
interest in the Common Stock or the Convertible Preferred Shares or based on the
value of either, or any securities convertible into or exercisable or
exchangeable for Common Stock or Convertible Preferred Shares, or, in each such
case, any such securities substantially similar to such Common Stock or
Convertible Preferred Shares, for a period of 90 days after October 18, 1994,
other than (a) by operation of law or (b) transfer to or among affiliates.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 55 of 57 Pages
In furtherance of the foregoing, Integon and First Chicago Trust Company
of New York, its Transfer Agent, are hereby authorized to decline to make any
transfer of securities if such transfer would constitute a violation or
breach of this letter agreement.
The undersigned agrees that the provisions of this agreement shall be
binding also upon the successors, assigns, transferees, heirs and personal
representatives of the undersigned.
Very truly yours,
Jupiter Integon Limited Partnership
By: Jupiter Industries, Inc.
By: /s/ C.H. Jamison
------------------------
President
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 56 of 57 Pages
October 18, 1994
Smith Barney Inc.
Donaldson, Lufkin & Jenrette
Securities Corporation
c/o Smith Barney Inc.
1345 Avenue of the Americas
New York, N.Y. 10105
Dear Sirs:
The undersigned understands that you and certain other firms have
entered into an Underwriting Agreement (the "Underwriting Agreement") providing
for the purchase by you (the "Underwriters") of $3.875 Convertible Preferred
Shares (the "Convertible Preferred Shares") of Integon Corporation ("Integon")
and that the Underwriters have reofferred the Convertible Preferred Shares to
the public.
In consideration of the execution of the Underwriting Agreement by the
Underwriters, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the undersigned hereby irrevocably agrees that,
without the prior written consent of Smith Barney Inc., the undersigned will not
sell, offer to sell, solicit an offer to buy, contract to sell, grant any
options or warrants to purchase, or otherwise transfer or dispose of, any Common
Stock of Integon ("Common Stock") or any Convertible Preferred Shares, or any
interest in the Common Stock or the Convertible Preferred Shares or based on the
value of either, or any securities convertible into or exercisable or
exchangeable for Common Stock or Convertible Preferred Shares, or, in each such
case, any such securities substantially similar to such Common Stock or
Convertible Preferred Shares, for a period of 90 days after October 18, 1994,
other than (a) by way of testate or intestate succession or operation of law or
(b) transfer to members of the undersigned's immediate family or a trust
established for the sole benefit of members of the undersigned's immediate
family.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 57 of 57 Pages
In furtherance of the foregoing, the Company and First
Chicago Trust Company of New York, its Transfer Agent, are hereby authorized to
decline to make any transfer of securities if such transfer would constitute a
violation or breach of this letter agreement.
The undersigned agrees that the provisions of this agreement shall be
binding also upon the successors, assigns, transferees, heirs and personal
representatives of the undersigned.
Very truly yours,
/s/ Edward W. Koss
---------------------------
Edward W. Koss
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 6)
-----------------------
INTEGON CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
45810F 10 1
(CUSIP Number)
-----------------------
ALBERT P. HAND, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, N.Y. 10019-6064
TEL. NO.: (212) 373-3032
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
SEPTEMBER 29, 1995 AND FEBRUARY 8, 1996
(Dates of Events which Require Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 27 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 2 OF 27 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Head Insurance Investors L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00 (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 493,205
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
493,205
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
493,205
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
14 TYPE OF REPORTING PERSON
PN
- ----- ------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 3 OF 27 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heracles Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 493,205
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
493,205
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
493,205
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
14 TYPE OF REPORTING PERSON
PN
- ----- ------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 4 OF 27 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John C Head III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00 (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 29,463
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
556,425
9 SOLE DISPOSITIVE POWER
29,463
10 SHARED DISPOSITIVE POWER
556,425
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
585,888
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON
IN
- ----- ------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 5 OF 27 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Madie Ivy
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00 (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 26,818
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
559,070
9 SOLE DISPOSITIVE POWER
26,818
10 SHARED DISPOSITIVE POWER
559,070
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
585,888
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON
IN
- ----- ------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 6 OF 27 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jupiter Industries, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
7 SOLE VOTING POWER
NUMBER OF 2,639,875
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
2,639,875
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,639,875
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8%
14 TYPE OF REPORTING PERSON
CO
- ----- ------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 7 OF 27 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jupiter Integon Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7 SOLE VOTING POWER
NUMBER OF 2,626,406
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
2,626,406
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,626,406
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7%
14 TYPE OF REPORTING PERSON
PN
- ----- ------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 8 OF 27 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward W. Ross
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 6,533
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
6,533
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,533
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
- ----- ------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 9 OF 27 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Howard R. Koven
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF --
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
- ----- ------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 45810F 10 1 PAGE 10 OF 27 PAGES
----------------------
- ------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philip Rootberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF --
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
- ----- ------------
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 11 of 27 Pages
Amendment No. 6 to Schedule 13D
-------------------------------
The statement on Schedule 13D filed on April 9, 1992, as amended by
Amendment No. 1 filed on December 2, 1992, Amendment No. 2 filed on December 24,
1992, Amendment No. 3 filed on January 8, 1993, Amendment No. 4 filed on January
10, 1994, and Amendment No. 5 filed on November 14, 1994 (the "Statement"),
relating to the Common Stock, par value $.01 per share (the "Common Stock"),
issued by Integon Corporation (the "Issuer"), is hereby amended by this
Amendment No. 6 as indicated below. Unless otherwise indicated, all capitalized
terms shall have the same meaning as provided in the Statement. The Statement,
as amended by this Amendment No. 6, shall be hereinafter referred to as the
"Amended Statement." This Amendment No. 6 reports, among other things, that due
to changes in the trustees of certain trusts that own shares of the voting stock
of Jupiter Industries, Inc. ("Jupiter"), no person controls Jupiter, and no
person other than Jupiter beneficially owns, within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended, shares of
Common Stock beneficially owned by Jupiter. Accordingly, after the filing of
this Amendment No. 6 to the Statement, Howard R. Koven, Philip Rootberg and
Edward W. Ross will cease to be Reporting Persons (as defined below). This
Amendment No. 6 also reports the distribution by Head Insurance Investors L.P.
("Head Investors") of its shares of the Issuer's Convertible Preferred Stock
("Convertible Preferred Stock") to its partners, and the further distribution of
Convertible Preferred Stock by Heracles Partners L.P. ("Heracles") to its
partners. Accordingly, after the filing of this Amendment No. 6 to the
Statement, Head Investors and Heracles will cease to be Reporting Persons (as
defined below).
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 12 of 27 Pages
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated to read, in its entirety, as
------------------------------------------------------------------
follows:
- --------
(a) Pursuant to Rule 13d-1(f)(1) of the Rules and Regulations of the
Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby
file this Schedule 13D Statement on behalf of Head Insurance Investors L.P., a
Delaware limited partnership ("Head Investors"), Heracles Partners L.P., a
Delaware limited partnership ("Heracles"), John C Head III, Madie Ivy, Jupiter
Industries, Inc., a Tennessee corporation ("Jupiter"), Jupiter Integon Limited
Partnership, an Illinois limited partnership ("Jupiter Partnership"), Edward W.
Ross, Howard R. Koven and Philip Rootberg (collectively, the "Reporting
Persons").
The Reporting Persons may be deemed to constitute a "group" for the
purpose of this statement.
(b)-(c)
Schedules A, B and C hereto, as originally filed as part of the
Statement on April 9, 1992, are hereby deleted in their entirety.
Head Investors and Heracles
---------------------------
Head Investors and Heracles are Delaware limited partnerships. The
principal business of Head Investors is to make specific and designated
investments in companies in the insurance industry and in businesses related
thereto. The principal business of Heracles is acting as the general partner of
Head Investors and affiliates. The principal business address and principal
office of Head Investors and Heracles is 1330 Avenue of the Americas, New York,
New York 10019-5402. Heracles is the sole general partner of Head Investors. The
general partners of Heracles are John C Head III and Madie Ivy.
John C Head III and Madie Ivy
-----------------------------
The principal occupation of Mr. Head and Ms. Ivy is serving as
Managing Members of Head & Company L.L.C., an investment banking firm
specializing in providing advice to insurance companies and related concerns,
and of Head Asset Management L.L.C., an
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 13 of 27 Pages
investment advisor specializing in managing the investment portfolios of
insurance companies and related concerns. Mr. Head and Ms. Ivy are also the
general partners of Heracles, which is the general partner of Head Investors.
The business address of Mr. Head and Ms. Ivy is 1330 Avenue of the Americas, New
York, New York 10019-5402. Mr. Head and Ms. Ivy are married to each other.
Jupiter, Edward W. Ross, Howard R. Koven, and Philip Rootberg
-------------------------------------------------------------
Jupiter is a privately held Tennessee corporation and has its
principal interests in real estate, insurance, mechanical construction, gas
gathering and retail. Edward W. Ross is Vice Chairman of Jupiter Realty
Corporation. The principal business address and principal office of Jupiter, as
well as the business address for Mr. Ross, is 919 North Michigan Avenue, Suite
1500, Chicago, Illinois 60611-1689.
Howard R. Koven, who is retired, was formerly an attorney with the
law firm of Jenner & Block. The principal address of Mr. Koven is 1616 Sheridan
Road, Wilmette, Illinois 60091.
Philip Rootberg is an accountant with the firm Philip Rootberg &
Company. The principal address of Philip Rootberg & Company, as well as the
business address for Mr. Rootberg, is 250 South Wacker Drive, Suite 800,
Chicago, Illinois 60606.
Additional information relating to the directors and executive
officers of Jupiter as of February 8, 1996 is set forth on Schedule A hereto,
which is incorporated herein by reference.
Jupiter Partnership
-------------------
Jupiter Partnership is an Illinois limited partnership. The principal
business of Jupiter Partnership is making investments in the Issuer. The
principal business address and principal office of Jupiter Partnership is 919
North Michigan Avenue, Suite 1500, Chicago, Illinois 60611-1689. Jupiter is the
sole general partner of Jupiter Partnership.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 14 of 27 Pages
(d) None of the entities or persons identified in this Item 2 has, in
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2, has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens
of the United States.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) is hereby amended and restated to read, in its entirety, as
---------------------------------------------------------------------
follows:
- --------
(a) The aggregate percentage of shares of Common Stock reported owned
by each person herein is based upon the Issuer's notification to the Reporting
Persons that 15,704,507 shares of Common Stock were outstanding at the close of
business on February 8, 1996.
As of the close of business on February 8, 1996:
(i) The Reporting Persons own in the aggregate 3,232,296 shares,
which represent approximately 20.6% of the shares of Common Stock, including
27,383 shares of Common Stock which certain Reporting Persons have a right to
acquire through the conversion of Convertible Preferred Stock into Common Stock.
(ii) Head Investors is the direct beneficial owner of 493,205
shares of Common Stock, which represent approximately 3.1% of the shares of
Common Stock.
(iii) Because of its position as the general partner of Head
Investors, Heracles may be deemed, pursuant to rule 13d-3, to own beneficially
493,205 shares of Common
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 15 of 27 Pages
Stock, representing approximately 3.1% of the shares of Common Stock. Except to
the extent of its interest in Head Investors, Heracles disclaims beneficial
ownership of the shares held by Head Investors.
(iv) Madie Ivy is the direct beneficial owner of 17,758 shares
of Common Stock. Ms. Ivy is also the direct beneficial owner of 3,452 shares of
Convertible Preferred Stock (which are convertible into 9,060 additional shares
of Common Stock). Because Ms. Ivy is a general partner of Heracles, and Heracles
is the general partner of Head Investors, Ms. Ivy may be deemed, pursuant to
Rule 13d-3, to own beneficially 493,205 shares of Common Stock. Ms. Ivy may also
be deemed to own beneficially 220 shares of Common Stock and 200 shares of
Convertible Preferred Stock (which are convertible into 525 additional shares of
Common Stock) for which she is custodian for her children (the "Custodial
Shares"), 3,876 shares of Common Stock and 1,086 shares of Convertible Preferred
Stock (which are convertible into 2,850 additional shares of Common Stock) owned
by trusts for the benefit of her children, for which she is Trustee (the "Trust
Shares"), 12,648 shares of Common Stock and 1,072 shares of Convertible
Preferred Stock (which are convertible into 2,814 additional shares of Common
Stock) through corporations in which she has an interest, and 13,469 shares of
Common Stock through a profit sharing plan in which she has an interest.
Further, as she is married to Mr. Head, Ms. Ivy may be deemed to own
beneficially 20,143 shares of Common Stock and 3,551 shares of Convertible
Preferred Stock (which are convertible into 9,320 additional shares of Common
Stock) that are directly owned by Mr. Head. When all of such shares of Common
Stock are aggregated, Ms. Ivy may be deemed, pursuant to Rule 13d-3, to own
beneficially 585,888 shares, which represent approximately 3.7% of the shares of
Common Stock. Except to the extent of her interests in Heracles, Ms. Ivy
disclaims beneficial ownership of the shares held by Heracles and Head
Investors.
(v) John C Head III is the direct beneficial owner of 20,143 shares
of Common Stock. Mr. Head is also the direct beneficial owner of 3,551 shares of
Convertible
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 16 of 27 Pages
Preferred Stock which, if converted, would give him 9,320 additional shares of
Common Stock. In addition, because Mr. Head is a general partner of Heracles and
Heracles is a general partner of Head Investors, Mr. Head may be deemed,
pursuant to Rule 13d-3, to own beneficially 493,205 shares of Common Stock. In
addition, Mr. Head may be deemed to own beneficially 12,648 shares of Common
Stock and 1,072 shares of Convertible Preferred Stock (which are convertible
into 2,814 additional shares of Common Stock) through corporations in which he
has an interest, and 13,469 shares of Common Stock held by a profit sharing plan
in which he has an interest. Further, as he is married to Madie Ivy, Mr. Head
may be deemed to own beneficially the shares of Common Stock and Convertible
Preferred Stock directly owned by Ms. Ivy, the Custodial Shares and the Trust
Shares, for the reasons described above with respect to Ms. Ivy's beneficial
ownership. When all of such shares are aggregated, Mr. Head may be deemed,
pursuant to Rule 13d-3, to own beneficially 585,888 shares, which represent
approximately 3.7% of the shares of Common Stock. Except to the extent of his
interests in Heracles, Mr. Head disclaims beneficial ownership of the shares
held by Heracles and Head Investors.
(vi) Jupiter Partnership is the direct beneficial owner of
2,626,406 shares of Common Stock, which represent approximately 16.7% of the
shares of Common Stock.
(vii) Jupiter is the direct beneficial owner of 13,469 shares of
Common Stock. Because of Jupiter's position as a general partner of Jupiter
Partnership, Jupiter may be deemed, pursuant to Rule 13d-3, to own beneficially
2,626,406 shares of Common Stock. When all of such shares are aggregated,
Jupiter may be deemed, pursuant to Rule 13d-3, beneficially to own 2,639,875
shares of Common Stock, which represent approximately 16.8% of the shares of
Common Stock.
(viii) Edward W. Ross is the direct beneficial owner of 6,533 shares
of Common Stock.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 17 of 27 Pages
(ix) Due to changes in the trustees of certain trusts that own
shares of the voting stock of Jupiter, neither Howard R. Koven nor Philip
Rootberg beneficially owns any shares of Common Stock.
Item 5(b) is hereby amended and restated to read, in its entirety, as
---------------------------------------------------------------------
follows:
- --------
(b) Mr. Head and Ms. Ivy exercise shared power to vote or to direct
the vote, and shared power to dispose or direct the disposition, of the 523,418
shares of Common Stock and the 2,358 shares of Convertible Preferred Stock
(which are convertible into 6,189 additional shares of Common Stock)
beneficially owned by them that are not owned directly by Ms. Ivy or Mr. Head.
Except as set forth above, each of the Reporting Persons has sole
power to vote or direct the vote and sole power to dispose or direct the
disposition of the shares of Common Stock of which it has beneficial ownership.
Item 5(e) is hereby amended by adding the following to the end
--------------------------------------------------------------
thereof:
- --------
As of September 29, 1995, Messrs. Koven, Rootberg and Ross ceased to
be beneficial owners of more than five percent of the Common Stock.
As of February 8, 1996, Head Investors and Heracles ceased to be
beneficial owners of more than five percent of the Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended by adding the following to the end thereof:
--------------------------------------------------------------------
The Ross Option expired on August 5, 1995, in accordance with its
terms.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 18 of 27 Pages
SCHEDULE A
Directors and Executive Officers of
Jupiter Industries, Inc.
("Jupiter")
DIRECTORS:
1. Roy M. Adams
7200 Sears Tower
Chicago, Illinois 60606
Present Principal Occupation or Employment: Attorney at the law firm of
Schiff, Hardin & Waite
2. James E. Dahl
Suite 1125
225 West Washington Boulevard
Chicago, Illinois 60606
Present Principal Occupation or Employment: Attorney at the law firm of
James E. Dahl & Associates
EXECUTIVE OFFICERS:
1. Robert W. Berliner, Jr.
919 North Michigan Avenue
Suite 1500
Chicago, Illinois 60611-1689
Present Principal Occupation or Employment: Secretary and General Counsel
of Jupiter and Jupiter Realty Corporation
2. Edward G. Forester
919 North Michigan Avenue
Suite 1500
Chicago, Illinois 60611-1689
Present Principal Occupation or Employment: President and Chief Executive
Officer of Jupiter
3 George E. Murphy
919 North Michigan Avenue
Suite 1500
Chicago, Illinois 60611-1689
Present Principal Occupation or Employment: Executive Vice President of
Finance of Jupiter
<PAGE>
Page 19 of 27 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated:
HEAD INSURANCE INVESTORS L.P.
By: Heracles Partners L.P.
General Partner
By: /s/ Madie Ivy
--------------------------
Name: Madie Ivy
Title: General Partner
<PAGE>
Page 20 of 27 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated:
HERACLES PARTNERS L.P.
By: /s/ Madie Ivy
---------------------------
Name: Madie Ivy
Title: General Partner
<PAGE>
Page 21 of 27 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated:
/s/ John C Head III
---------------------------
John C Head III
<PAGE>
Page 22 of 27 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated:
By: /s/ Madie Ivy
---------------------------
Madie Ivy
<PAGE>
Page 23 of 27 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated:
JUPITER INDUSTRIES, INC.
By: *
---------------------------
*By: /s/ John C Head III
-------------------------
John C Head III
Attorney-in-Fact
<PAGE>
Page 24 of 27 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated:
JUPITER INTEGON LIMITED PARTNERSHIP
By: Jupiter Industries, Inc.
General Partner
By: *
---------------------------
* By:/s/ John C Head III
-----------------------
John C Head III
Attorney-in-Fact
<PAGE>
Page 25 of 27 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated:
By: *
---------------------------
Edward W. Ross
* By:/s/ John C Head III
------------------------
John C Head III
Attorney-in-Fact
<PAGE>
Page 26 of 27 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated:
By: *
---------------------------
Howard R. Koven
* By:/s/ John C Head III
-------------------------
John C Head III
Attorney-in-Fact
<PAGE>
Page 27 of 27 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated:
By: *
---------------------------
Philip Rootberg
* By:/s/ John C Head III
------------------------
John C Head III
Attorney-in-Fact
CUSIP NO. 45810F 10 1 13D Page 21 of 40 Pages
EXHIBIT XVII
PLEDGE AGREEMENT
dated as of December 9, 1996
by and among
JUPITER INTEGON LIMITED PARTNERSHIP,
JUPITER INDUSTRIES, INC.
and
BANK OF AMERICA ILLINOIS
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 22 of 40 Pages
PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of December 9, 1996 (this "Agreement"), by
and among JUPITER INTEGON LIMITED PARTNERSHIP, an Illinois limited partnership
("Pledgor"), JUPITER INDUSTRIES, INC., a Tennessee corporation ("Account
Party"), and BANK OF AMERICA ILLINOIS ("Lender").
W I T N E S S E T H:
WHEREAS, JBI, Inc. (f/k/a Celebrity Boats, Inc.) ("JBI") and Lender
have previously entered into that certain Reimbursement Agreement, dated as of
April 28, 1995 (as heretofore amended, the "Existing Reimbursement Agreement";
all capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Existing Reimbursement Agreement, as amended
hereby (the "Reimbursement Agreement"));
WHEREAS, under the terms of the Existing Reimbursement Agreement,
Lender issued an Irrevocable Documentary Letter of Credit No. C7273686 in the
stated amount of $2,000,000 for the account of JBI for the benefit of First
National Bank of Chicago, as Escrow Agent, with an expiry date of April 28, 1996
(the "First Letter of Credit");
WHEREAS, on May 4, 1995, Lender issued an Irrevocable Letter of Credit
No. C7274002 in the stated amount of $125,000 for the account of JBI for the
benefit of National Union Fire Insurance Company of Pittsburgh with an expiry
date of April 28, 1996 (the "Second Letter of Credit"; together with the First
Letter of Credit, the "Letters of Credit"), which Second Letter of Credit Lender
and JBI intended to be subject to the terms and conditions of the Existing
Reimbursement Agreement;
WHEREAS, Account Party has previously delivered a Guaranty, dated April
27, 1995 (the "Guaranty"), to Lender guarantying all obligations of JBI to
Lender, including, without limitation, JBI's obligations in respect of the
Letters of Credit;
WHEREAS, on July 25, 1995, Account Party and JBI merged, with Account
Party constituting the surviving corporation and Account Party assuming by
operation of law all obligations of JBI, including, without limitation, JBI's
obligations under the Existing Reimbursement Agreement and in respect of the
Letters of Credit;
WHEREAS, on or about April 29, 1996, Lender extended the maturity date
of the Letters of Credit for one year to April 28, 1997 (the Letters of Credit,
as extended, the "Extended Letters of Credit") in consideration of Account Party
(i) acknowledging and agreeing that Account Party is the "Account Party" under
the Existing Reimbursement Agreement for all purposes as if it were the original
"Account Party" thereto and that each of the Letters of Credit constitutes a
"Letter of Credit" for all purposes under the Existing Reimbursement Agreement,
and (ii) cash collateralizing its obligations under the Existing Reimbursement
Agreement pursuant to that certain Collateral Account Agreement, dated as of
April 5, 1996, between Account Party and Lender (as heretofore amended, the
"Collateral Agreement");
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 23 of 40 Pages
WHEREAS, Account Party has requested Lender to terminate the Cash
Collateral Agreement and its lien on and security interest in the Collateral (as
defined in the Cash Collateral Agreement, herein the "Cash Collateral");
WHEREAS, Lender is willing to terminate the Cash Collateral Agreement
and its lien on and security interest in the Cash Collateral only if (i) Account
Party acknowledges and agrees that it is the "Account Party" under the
Reimbursement Agreement for all purposes as if it were the original "Account
Party" thereto and that each of the Extended Letters of Credit constitutes a
"Letter of Credit" for all purposes under the Reimbursement Agreement, and (ii)
Pledgor collateralizes the obligations of Account Party under the Reimbursement
Agreement and in respect of the Extended Letters of Credit pursuant to this
Agreement and the other LC Documents (as defined in Section 12 hereof);
WHEREAS, Pledgor desires to grant to Lender a lien on and security
interest in the Collateral (as defined in Section 3 hereof) as security for the
obligations of Account Party under the Reimbursement Agreement and in respect of
the Extended Letters of Credit (collectively, the "Reimbursement Obligations");
WHEREAS, each of Pledgor and Lender desires to evidence the security
arrangement between Pledgor and Lender regarding the Reimbursement Obligations
and the Collateral pursuant to this Agreement and the other LC Documents;
WHEREAS, Account Party owns, either directly or indirectly, 100% of
both the general and limited partnership interests in Pledgor; and
WHEREAS, it is in the best interests of Pledgor to execute this
Agreement and the other LC Documents to which it is a party, inasmuch as the
Pledgor will derive substantial direct and indirect benefits therefrom,
including without limitation, from the termination of the Collateral Agreement
and the release by Lender of its lien on and security interest in the Cash
Collateral;
NOW, THEREFORE, in consideration for the termination of the Collateral
Agreement and the release by Lender of its lien on and security interest in the
Cash Collateral, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Pledgor and Account Party hereby
agree with Lender that:
SECTION 1 Incorporation. The recitals set forth above are incorporated
by reference into this Agreement and made a part hereof.
SECTION 2 Amendment of Reimbursement Agreement. As of the date hereof,
but only upon the effectiveness of this Agreement pursuant to Section 12 hereof,
the Existing Reimbursement Agreement is hereby amended such that (i) Account
Party is substituted for JBI as the "Account Party" under the Existing
Reimbursement Agreement for all purposes and as if Account Party were the
original party to the Existing Reimbursement Agreement, (ii) the Extended
Letters of Credit, taken together, constitute the "Letter of Credit" as defined
in the Existing Reimbursement Agreement, for all purposes thereof, (iii)
"Original Stated Amount" in the Existing Reimbursement Agreement means
$2,125,000 and (iv) "Transaction Documents," as defined in the Existing
Reimbursement Agreement, includes this Agreement and the other LC Documents.
Account Party agrees that the Existing Reimbursement
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 24 of 40 Pages
Agreement, as amended hereby, is and remains in full force and effect and is
hereby ratified and confirmed in all respects and constitutes an obligation of
Account Party as if Account Party were the original party thereto. Account Party
and Lender acknowledge that, upon the effectiveness of this Agreement pursuant
to Section 12 hereof, the Guaranty and the Collateral Agreement are terminated.
SECTION 3 Pledge. (a) In consideration of the termination of the
Collateral Agreement and the release by Lender of its lien on and security
interest in the Cash Collateral, and in consideration of all other financial
accommodations heretofore or hereafter at any time made or granted to Pledgor or
Account Party by Lender, in order to secure the prompt and complete payment and
performance of the Reimbursement Obligations and all obligations and liabilities
related thereto and all costs and expenses (including, without limitation, legal
fees, which legal fees may include the allocated costs of in-house counsel for
Lender) incurred by Lender in connection with the enforcement of the
Reimbursement Obligations, this Agreement and the other LC Documents
(collectively, the "Liabilities"), Pledgor hereby pledges, hypothecates,
assigns, transfers, sets over and delivers unto Lender and hereby grants to
Lender a continuing security interest in all of the following (herein
collectively called the "Collateral"):
(i) the shares of stock listed on Attachment 1 hereto (herein
called the "Pledged Shares") and the certificates representing or evidencing
the Pledged Shares, and all cash, securities, interest, dividends, rights
and other property at any time and from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such
Pledged Shares;
(ii) all other property hereafter delivered to Lender by
Pledgor in substitution for or in addition to any of the foregoing
(including, without limitation, any and all Additional Shares (as defined
below)), all certificates and instruments representing or evidencing such
other property and all cash, securities, interest, dividends, rights and
other property at any time and from time to time received, receivable or
otherwise distributed in respect of, in exchange for or in addition to any
or all thereof; and
(iii) all proceeds of all of the foregoing;
TO HAVE AND TO HOLD the Collateral, together with all rights, titles,
interests, privileges and preferences appertaining or incidental thereto, unto
Lender, its successors and assigns, forever, subject, however, to the terms,
covenants and conditions hereinafter set forth.
(b) Pledgor hereby agrees that in the event (any such event, a
"Deficiency Event") the Market Value (as defined below) of the Collateral is at
any time less than an amount (the "LC Amount") equal to the product of (i) two,
multiplied by (ii) the sum of (A) the maximum aggregate amount available to be
drawn under the Extended Letters of Credit at any time under any and all
circumstances, plus (B) the aggregate amount of all unreimbursed payments and
disbursements under the Extended Letters of Credit, Pledgor shall pledge,
hypothecate, assign, transfer, set over and deliver unto Lender and grant to
Lender a continuing security interest in, all pursuant to and in accordance with
the terms and conditions of this Agreement and the other LC Documents, a number
of additional shares of the issuer identified on Attachment 1 (the "Issuer")
(any such additional shares, herein "Additional
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 25 of 40 Pages
Shares"; all of which Additional Shares shall be deemed "Pledged Shares" for all
purposes of this Agreement) (including the certificates representing or
evidencing such Additional Shares, and all cash, securities, interest,
dividends, rights and other property at any time and from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such Additional Shares, and all proceeds of such Additional Shares), as is
necessary to cause the Market Value of the Collateral to equal or exceed the LC
Amount; provided, however, that if, upon the occurrence of a Deficiency Event,
Pledgor no longer owns any additional shares of the Issuer, or owns shares of
the Issuer having a Market Value less than the amount by which the LC Amount
exceeds the Market Value of the Collateral at such time, Pledgor shall pledge,
hypothecate, assign, transfer, set over and deliver unto Lender and grant to
Lender a continuing security interest in, all pursuant to and in accordance with
the terms and conditions of this Agreement and the other LC Documents, such
other property as shall be reasonably acceptable to Lender to cause the Market
Value of the Collateral to equal or exceed the LC Amount; and provided, further,
that at any time and from time to time, at Pledgor's expense, Pledgor shall
promptly execute and deliver all instruments, documents or certificates, and
take any and all other actions, as may be necessary or desirable, or that Lender
may reasonably request, in order to effectuate the purpose and intent of this
clause (b). As used in this Agreement, "Market Value" shall mean the value of
any property as reasonably determined by Lender from time to time.
SECTION 4 Representations, Warranties and Covenants.
(a) Pledgor represents, warrants and covenants that: (i) Lender
has a first priority, perfected security interest in all of Pledgor's right,
title and interest in and to the Pledged Shares and the proceeds thereof, and
the Pledged Shares are free and clear of any rights of any other Person (other
than Lender), (ii) the Pledged Shares are duly authorized, validly issued, and
fully paid and non-assessable, and (iii) Pledgor is the sole and lawful record
and beneficial owner of all of the Pledged Shares and, for purposes of, and
within the meaning of, Rule 144 under the Securities Act of 1933, as amended
(the "Act"), at least three years have elapsed since the later of the date the
Pledged Shares were acquired from the Issuer or from an affiliate of the Issuer.
As of the date of the delivery of any Additional Shares (or any other
certificates or instruments related to the Pledged Shares or any Additional
Shares) to Lender, Pledgor represents and warrants that (1) its right, title and
interest in and to such Additional Shares (and such other certificates and
instruments) will be free and clear of any rights of any other Person and (2) it
will have pledged all of its right, title and interest in and to such Additional
Shares (and such certificates and instruments) and will have the right to pledge
such Additional Shares (and such certificates and instruments) to Lender
pursuant to this Agreement and the other LC Documents. Pledgor shall represent
and warrant by delivery of any Additional Shares (or any other certificates or
instruments), that Lender's security interest in all of Pledgor's right, title
and interest in and to such Additional Shares (and such other certificates and
instruments) and the proceeds thereof is protected against all Persons to the
maximum extent permitted by law. All documentary, stamp or other taxes or fees
owing in connection with the issuance, transfer and/or pledge of the Pledged
Shares have been paid in full and will hereafter be paid by Pledgor in full as
such become due and payable.
(b) Pledgor further represents and warrants to Lender that it is
the sole and lawful owner of all of the Collateral, free of all liens, pledges,
security interests, hypothecations or similar encumbrances of any kind, other
than the security interest
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 26 of 40 Pages
hereunder, with full right to deliver, pledge, assign and transfer such
Collateral to Lender as Collateral hereunder.
(c) Pledgor additionally represents and warrants to Lender that
(i) it is a limited partnership duly organized, validly existing and in good
standing under the laws of the State of Illinois, (ii) it is duly qualified and
in good standing in each jurisdiction where, because of the nature of its
business or properties, such qualification is required, (iii) it has full power
and authority to own and hold under lease its property and to conduct its
business substantially as currently conducted by it, (iv) its execution and
delivery of the LC Documents to which it is a party and its performance of its
obligations thereunder (A) are within its powers, (B) have been duly authorized
by all necessary action (including, without limitation, approval of the limited
partners of Pledgor, to the extent required), (C) have received all necessary
governmental and any other approvals (if any shall be required), (D) do not and
will not contravene or conflict with or create a default under (x) any law, rule
or regulation to which Pledgor or any of its assets is subject, (y) Pledgor's
certificate of limited partnership or limited partnership agreement, or (z) any
contractual or legal restriction, or judgment, order or injunction, binding upon
Pledgor or any of its assets or properties, and (E) will not result in or
require the creation or imposition of any lien or encumbrance on any of
Pledgor's assets or properties, other than in favor of Lender, (v) each LC
Document to which Pledgor is a party is the legal, valid and binding obligation
of Pledgor enforceable against Pledgor in accordance with its terms, and (vi) no
litigation (including, without limitation, derivative actions), arbitration
proceeding or governmental proceeding or investigation is pending or threatened
against Pledgor which purports to affect the legality, validity or
enforceability of any LC Document to which Pledgor is a party.
(d) Account Party represents and warrants to Lender that (i) it is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Tennessee, (ii) it is duly qualified and in good standing
in each jurisdiction where, because of the nature of its business or properties,
such qualification is required, (iii) it has full power and authority to own and
hold under lease its property and to conduct its business substantially as
currently conducted by it, (iv) its execution and delivery of the LC Documents
to which it is a party and its performance of its obligations thereunder (A) are
within its corporate powers, (B) have been duly authorized by all necessary
corporate action (including, without limitation, shareholder approval, to the
extent required), (C) have received all necessary governmental and any other
approvals (if any shall be required), (D) do not and will not contravene or
conflict with or create a default under (x) any law, rule or regulation to which
Account Party or any of its assets is subject, (y) Account Party's certificate
of incorporation or bylaws, or (z) any contractual or legal restriction, or
judgment, order or injunction, binding upon Account Party or any of its assets
or properties, and (E) will not result in or require the creation or imposition
of any lien or encumbrance on any of Pledgor's assets or properties, other than
in favor of Lender, (v) each LC Document to which Account Party is a party is
the legal, valid and binding obligation of Account Party enforceable against
Account Party in accordance with its terms, (vi) no litigation (including,
without limitation, derivative actions), arbitration proceeding or governmental
proceeding or investigation is pending or threatened against Account Party which
purports to affect the legality, validity or enforceability of any LC Document
to which Account Party is a party, and (vii) its execution and delivery of each
LC Document to which Pledgor is a party, as the general partner and on behalf of
Pledgor, (A) are within its powers, (B) have been duly authorized by all
necessary action (including, without limitation, approval of the limited
partners of Pledgor, to the extent
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CUSIP NO. 45810F 10 1 13D Page 27 of 40 Pages
required), (C) have received all necessary governmental and any other approvals
(if any shall be required), (D) do not and will not contravene or conflict with
or create a default under (x) any law, rule or regulation to which Pledgor or
any of its assets is subject, (y) Pledgor's certificate of limited partnership
or limited partnership agreement, or (z) any contractual or legal restriction,
or judgment, order or injunction, binding upon Pledgor or any of its assets or
properties, and (E) will not result in or require the creation or imposition of
any lien or encumbrance on any of Pledgor's assets or properties, other than in
favor of Lender.
(e) Account Party additionally represents and warrants to Lender,
that (i) Account Party is the sole general partner of Pledgor and directly and
beneficially owns 100% of the general partnership interest in Pledgor, (ii) GME
Holdings, Inc., a Delaware corporation ("GME"), and WJG, Inc., a Delaware
corporation ("WJG"), are the only limited partners of Pledgor and together own
100% of the limited partnership interests in Pledgor, and (iii) Account Party
directly and beneficially owns 100% of the issued and outstanding voting stock
of each of GME and WJG.
(f) So long as any of the Liabilities remain outstanding, Pledgor
will, unless Lender shall otherwise consent in writing:
(i) at its sole expense, promptly deliver to Lender from time
to time upon request of Lender such stock powers and other documents,
satisfactory in form and substance to Lender, with respect to the Collateral
as Lender may reasonably request to preserve and protect, and to enable
Lender to enforce, its rights and remedies hereunder;
(ii) not sell, assign, exchange or otherwise transfer any of
its rights to any of the Collateral;
(iii) not create or suffer to exist any lien, pledge,
security interest, hypothecation or similar encumbrance of any kind against,
in or with respect to any of Pledgor's right, title or interest in and to
the Collateral, except for the pledge hereunder and the security interest
created hereby;
(iv) not make or consent to any modification with respect to
any of the Collateral, or enter into any agreement or permit to exist any
restriction with respect to any of Pledgor's right, title or interest in and
to the Collateral, other than pursuant hereto; and
(v) not take or fail to take any action which would in any
manner impair the enforceability of Lender's security interest in any of the
Collateral.
SECTION 5 Care of Collateral. Lender shall be deemed to have exercised
reasonable care with respect to Pledgor's interests in the custody and
preservation of the Collateral if it takes such action for that purpose as
Pledgor shall request in writing, but failure of Lender to comply with any such
request shall not of itself be deemed a failure to exercise reasonable care, and
no failure of Lender to preserve or protect any rights with respect to the
Collateral against prior parties, or to do any act with respect to preservation
of
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CUSIP NO. 45810F 10 1 13D Page 28 of 40 Pages
the Collateral not so requested by Pledgor shall of itself be deemed a failure
to exercise reasonable care in the custody or preservation of the Collateral.
SECTION 6 Certain Rights Regarding Collateral and Liabilities.
(a) Subject to Sections 6(c) and 7 hereof, Lender may from time to
time after the occurrence of any Default (as defined in Section 8 hereof)
without notice to Pledgor (i) transfer all or any part of the Collateral into
the name of Lender or its nominee, with or without disclosing that such
Collateral is subject to the lien and security interest hereunder, (ii) notify
the parties obligated on any of the Collateral to make payment to Lender of any
amounts due or to become due thereunder, (iii) enforce collection of any of the
Collateral by suit or otherwise, and surrender, release or exchange all or any
part thereof, or compromise or extend or renew for any period (whether or not
longer than the original period) any obligations of any nature of any party with
respect thereto, and (iv) take control of any proceeds of the Collateral.
(b) Lender may, from time to time, at its sole discretion and
without notice to Pledgor take any or all of the following actions: (i) retain
or obtain a lien upon or a security interest in any property to secure any of
the Liabilities or any obligation hereunder, (ii) retain or obtain the primary
or secondary obligation of any obligor or obligors, in addition to Account Party
and Pledgor with respect to any of the Liabilities, (iii) extend or renew for
one or more periods (whether or not longer than the original period), alter or
exchange any of the Liabilities, or release or compromise any obligation of
Pledgor hereunder or any obligation of any nature of any other obligor with
respect to any of the Liabilities, (iv) release or fail to perfect its lien upon
or security interest in, or impair, surrender, release or permit any
substitution or exchange for, all or any part of any property securing any of
the Liabilities or any obligation hereunder, or extend or renew for one or more
periods (whether or not longer than the original period) or release, compromise,
alter or exchange any obligations of any nature of any obligor with respect to
any such property, and (v) resort to the Collateral for payment of any of the
Liabilities, whether or not Lender (A) shall have resorted to any other property
securing any of the Liabilities or any obligation hereunder or (B) shall have
proceeded against any other obligor primarily or secondarily obligated with
respect to any of the Liabilities (all of the actions referred to in the
preceding clauses (i) through (v) being hereby expressly waived by Pledgor).
(c) Lender shall have no right to vote the Pledged Shares or give
consents, waivers or ramifications in respect thereof prior to the occurrence of
a Default. After the occurrence of a Default, Pledgor shall have the right to
vote any and all of the Pledged Shares and give consents, waivers and
ramifications in respect thereof unless and until it receives notice from Lender
that such right has been terminated.
SECTION 7 Dividends, etc.
(a)(i) So long as no Default has occurred and is continuing,
Pledgor shall be entitled to receive any and all cash dividends on the Pledged
Shares which it is otherwise entitled to receive, together with any and all
dividends, distributions in property, returns of capital or other distributions
and payments made on or in respect of the Pledged Shares (any and all of the
foregoing, "Dividends"), but any and all stock and/or liquidating dividends,
distributions in property, returns of capital or other distributions made on or
in respect of the
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CUSIP NO. 45810F 10 1 13D Page 29 of 40 Pages
Pledged Shares, whether resulting from a subdivision, combination or
reclassification of the outstanding capital stock of the Issuer, or received in
exchange for the Pledged Shares or any part thereof, or as a result of any
merger, consolidation, acquisition or other exchange of assets to which the
Issuer may be a party or otherwise, and any and all cash and other property
received in exchange for any Collateral shall be and become part of the
Collateral pledged hereunder and, if received by Pledgor, shall forthwith be
delivered to Lender or its designated nominee (accompanied, if appropriate, by
proper instruments of assignment and/or stock powers executed by Pledgor in
accordance with Lender's instructions) to be held subject to the terms of this
Agreement and the other LC Documents.
(ii) If the Pledged Shares shall have been registered in the
name of Lender or its agent, Lender shall execute and deliver (or cause to
be executed and delivered) to Pledgor all such dividend orders and other
instruments as Pledgor may request for the purpose of enabling Pledgor to
receive the dividends or other payments which it is authorized to receive
and retain pursuant to clause (i) above.
(b) Pledgor agrees to deliver (properly endorsed when required) to
Lender, after a Default shall have occurred, promptly upon request of Lender,
such proxies and other documents as may be necessary for Lender to exercise the
voting power with respect to the Pledged Shares then or previously owned by
Pledgor. In the event any Default has occurred and is continuing, any and all
Dividends paid on or in respect of the Pledged Shares which may at any time and
from time to time be received by Pledgor shall promptly be delivered by Pledgor
to Lender, and until delivery to Lender, any and all such Dividends shall be
held by Pledgor separate and apart from its other property in trust for Lender.
Any and all Dividends paid over to or received by Lender pursuant to the
provisions of this paragraph (b) shall be retained by Lender as additional
Collateral hereunder and be applied in accordance with the provisions hereof.
SECTION 8 Default.
(a) The occurrence of any of the following events shall constitute
a "Default" hereunder: (i) any Default under (and as defined in) the
Reimbursement Agreement, (ii) failure by Pledgor or Account Party to comply with
or perform any of its respective covenants or agreements herein set forth, and
(iii) any warranty or representation made by or on behalf of either Pledgor or
Obligor herein, or otherwise in connection herewith, is inaccurate or incorrect
or is breached or false or misleading in any respect as of the date such
warranty or representation is made.
(b) Upon the occurrence of a Default, Lender may exercise from
time to time any rights and remedies available to it under the Uniform
Commercial Code as in effect from time to time in Illinois or otherwise
available to it, including, without limitation, sale, assignment, or other
disposal of the Pledged Shares in exchange for cash or credit. If any
notification of intended disposition of any of the Collateral is required by
law, such notification, if mailed, shall be deemed reasonably and properly given
if mailed at least ten (10) days before such disposition, postage prepaid,
addressed to Pledgor either at the address of Pledgor shown below, or at any
other address of Pledgor appearing on the records of Lender. Any proceeds of any
disposition of Collateral shall be applied as provided in Section 9 hereof. No
rights and remedies of Lender expressed hereunder are intended to be exclusive
of any other right or remedy, but every such right or remedy shall be cumulative
and shall be
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CUSIP NO. 45810F 10 1 13D Page 30 of 40 Pages
in addition to all other rights and remedies herein conferred, or conferred upon
Lender under any other LC Document, agreement or instrument relating to any of
the Liabilities or security therefor or now or hereafter existing at law or in
equity or by statute. No delay on the part of Lender in the exercise of any
right or remedy shall operate as a waiver thereof, and no single or partial
exercise by Lender of any right or remedy shall preclude other or further
exercise thereof or the exercise of any other right or remedy. No action of
Lender permitted hereunder or under any other LC Document shall impair or affect
the rights of Lender in and to the Collateral.
(c)(i) Pledgor agrees that in any sale of any of the Collateral
whenever a Default shall have occurred and be continuing, Lender is hereby
authorized to comply with any limitation or restriction in connection with such
sale as it may be advised by counsel is necessary in order to avoid any
violation of applicable law (including, without limitation, compliance with such
procedures as may restrict the number of prospective bidders and purchasers,
require that such prospective bidders and purchasers have certain
qualifications, and restrict such prospective bidders and purchasers to persons
who will represent and agree that they are purchasing for their own account for
investment and not with a view to the distribution or resale of such
Collateral), or in order to obtain any required approval of the sale or of the
purchaser by any governmental regulatory authority or official, and Pledgor
further agrees that such compliance shall not result in such sale being
considered or deemed not to have been made in a commercially reasonable manner,
nor shall Lender be liable nor accountable to Pledgor for any discount allowed
by the reason of the fact that such Collateral is sold in compliance with any
such limitation or restriction.
(ii) Without limiting the rights of Lender under any other
provision of this Agreement or any other LC Document, and in addition
thereto, Pledgor agrees, to the maximum extent permitted by law, after a
Default shall have occurred and be continuing, upon written request from
Lender and at Pledgor's sole expense, to promptly execute and deliver all
instruments, documents or certificates, and take any and all other actions,
as may be necessary or desirable, or that Lender may reasonably request
(including causing counsel to Pledgor or counsel to the Issuer to deliver
such opinions as may be necessary or desirable in order for the Pledged
Shares to be sold pursuant to Rule 144(k) of the Act), in order to permit
Lender to sell, assign and otherwise transfer the Pledged Shares to the
public without registration under the Act, pursuant to and in compliance
with the Act (including using its best efforts to cause the removal of any
restrictive or other legends from the Pledged Shares as Lender may request),
and take comparable action to permit such sales under the securities laws of
such United States jurisdictions as Lender may designate.
(iii) Pledgor further agrees to do or cause to be done all
such other acts and things as may be necessary or desirable, or as may be
reasonably requested by Lender, to make any offer, sale or resale to the
public of all or any portion of the Pledged Shares valid and binding and in
compliance with any and all applicable laws, regulations, orders, writs,
injunctions, decrees or awards of any and all courts, arbitrators or
governmental agencies or instrumentalities, domestic or foreign, having
jurisdiction over any such offer, sale or resale.
Without limiting the foregoing paragraph, if Lender decides to
exercise its right to sell all or any of the Pledged Shares as exempt securities
or in any exempt
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CUSIP NO. 45810F 10 1 13D Page 31 of 40 Pages
transaction, upon written request, Pledgor shall, at Pledgor's expense, furnish
or cause to be furnished to Lender all such information as Lender may request,
and shall execute and deliver all instruments, documents or certificates, and
take any and all other actions, as may be necessary or desirable, or that Lender
may reasonably request, in order to qualify such Pledged Shares as exempt
securities, or the sale or resale of such Pledged Shares as exempt transactions,
under federal or state securities laws.
SECTION 9 Application of Proceeds of Sale or Cash Held as Collateral.
The proceeds of sale of Collateral sold pursuant to the terms of Section 8
hereof and, after a Default, the cash held as Collateral hereunder, shall be
applied by Lender as follows:
First: to payment of all of the costs and expenses of Lender,
including the expenses of such sale, the out-of-pocket costs
and expenses of Lender and the reasonable fees and
out-of-pocket costs and expenses of counsel (which may
include the allocated cost of in-house counsel for Lender)
employed in connection therewith, and to the payment of all
advances made by Lender for the account of Account Party or
Pledgor hereunder and the payment of all costs and expenses
incurred by Lender in connection with the administration and
enforcement of this Agreement and the other LC Documents, to
the extent that such advances, costs and expenses shall not
have been reimbursed to Lender;
Second: to the payment in full of the Liabilities in such
order as Lender may determine from time to time in its sole
discretion; and
Third: the balance, if any, of such proceeds shall be paid
to Pledgor, its successors and assigns, or as a court of
competent jurisdiction may direct.
SECTION 10 Authority of Lender. Lender shall have and be entitled to
exercise all such powers hereunder as are specifically delegated to Lender by
the terms hereof, together with such powers as are incidental thereto. Lender
may execute any of its duties hereunder by or through agents or employees and
shall be entitled to retain counsel and to act in reliance upon the advice of
such counsel concerning all matters pertaining to its duties hereunder. Neither
Lender, nor any director, officer or employee of Lender, shall be liable for any
action taken or omitted to be taken by it or them hereunder or under any other
LC Document or in connection herewith or therewith, except for its or their own
gross negligence or willful misconduct. Pledgor and Account Party each hereby
agrees, jointly and severally, to reimburse Lender, on demand, for all costs and
expenses incurred by Lender in connection with the administration of this
Agreement and the other LC Documents to which they are parties and for all costs
and expenses of the enforcement of any of Pledgor's and/or Account Party's
covenants made in this Agreement and such other LC Documents (including, without
limitation, costs and expenses incurred by any agent employed by Lender).
SECTION 11 Termination. Pledgor agrees that its pledge hereunder shall
(notwithstanding, without limitation, that at any time or from time to time all
Liabilities may
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CUSIP NO. 45810F 10 1 13D Page 32 of 40 Pages
have been paid in full), terminate only when all Liabilities (including, without
limitation, any extensions or renewals of any thereof) and all interest thereon
and all expenses (including, without limitation, attorneys' fees and legal
expenses) paid or incurred by Lender in endeavoring to enforce this Agreement
and the other LC Documents shall have been finally and indefeasibly paid in full
and all other obligations of Account Party and Pledgor hereunder and thereunder
have been fully paid and performed, at which time Lender shall reassign and
redeliver (or cause to be reassigned and redelivered) to Pledgor or to such
Person or Persons as Pledgor shall designate, such of the Collateral (if any) as
shall not have been sold or otherwise applied by Lender pursuant to the terms
hereof and of the other LC Documents and shall still be held by it hereunder and
thereunder, together with appropriate instruments of reassignment and release.
Any such reassignment shall be without recourse upon or representation or
warranty by Lender and at the sole cost and expense of Pledgor.
SECTION 12 Conditions Precedent. This Agreement shall not become
effective until such time that:
(a) Lender shall have received from Pledgor all of (or Lender
shall have duly waived receipt of) the following, each in form and substance
satisfactory to Lender:
(i) a counterpart hereof duly executed by Pledgor;
(ii) duly completed and executed stock powers in respect of
each certificate evidencing the Pledged Shares, each with a medallion
signature guarantee (the "Stock Powers");
(iii) a UCC-1 financing statement duly executed by Pledgor,
covering the Collateral and naming Pledgor as Debtor and Lender as Secured
Party (the "Financing Statement");
(iv) a copy of the certificate of limited partnership and the
limited partnership agreement of Pledgor, duly certified by an officer of
Account Party, as the general partner and on behalf of Pledgor, as a true
and correct copy of such certificate of limited partnership and limited
partnership agreement in full force and effect as of the date hereof,
together with copies of such other documents as may be necessary to evidence
the authority of Pledgor to execute, deliver and perform this Agreement and
the other LC Documents to which it is a party, duly certified by an officer
of Account Party, as the general partner and on behalf of Pledgor;
(v) copies, certified by the secretary or an assistant
secretary of Account Party of (A) resolutions of the Board of Directors of
Account Party, as general partner and on behalf of Pledgor, authorizing or
ratifying the execution, delivery and performance of this Agreement, the
other LC Documents to which Pledgor is a party and the transactions
contemplated hereby by Account Party, as the general partner and on behalf
of Pledgor, and (B) all other documents evidencing any other necessary
corporate action required to be taken by Account Party as the general
partner and on behalf of Pledgor;
(vi) a certificate of the secretary or an assistant secretary
of Account Party, certifying the names of the officer or officers of Account
Party authorized
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CUSIP NO. 45810F 10 1 13D Page 33 of 40 Pages
to sign this Agreement and the other LC Documents to which Pledgor is a
party as the general partner and on behalf of Pledgor, together with a
sample of the true signature of each such officer;
(vii) the Acknowledgment and Consent of Limited Partners duly
executed by each limited partner of Pledgor, acknowledging and consenting to
the transactions contemplated by this Agreement and the other LC Documents
(the "Acknowledgment");
(viii) a certificate of existence for Pledgor from the
Secretary of State of the State of Illinois, and each other state where
Pledgor is qualified to do business as a foreign limited partnership;
(ix) an opinion of counsel to Pledgor and Issuer; and
(x) such other documents, certificates and assurances as
Lender shall have requested.
(b) Lender shall have received from Account Party all of (or
Lender shall have duly waived receipt of) the following, each in form and
substance satisfactory to Lender:
(i) a counterpart hereof duly executed by Account Party;
(ii) a Federal Reserve Form U-1 of the Board of Governors of
the Federal Reserve System (the "FRB") pursuant to Regulation U of the FRB,
duly executed by Account Party and Pledgor (the "Form U-1"; and collectively
with this Agreement, the Reimbursement Agreement, the Extended Letters of
Credit, the Financing Statement, the Stock Powers, the Acknowledgment, the
Form U-1 and any other document, instrument or certificate executed and
delivered in connection with this Agreement, herein the "LC Documents").
(iii) copies, certified by the secretary or an assistant
secretary of Account Party of (A) resolutions of the Board of Directors of
Account Party authorizing or ratifying the execution, delivery and
performance of this Agreement, the other LC Documents to which Account Party
is a party and the transactions contemplated hereby by Account Party, and
(B) all other documents evidencing any other necessary corporate action to
be taken by Account Party;
(iv) a certificate of the secretary or an assistant secretary
of Account Party, certifying the names of the officer or officers of Account
Party authorized to sign this Agreement and the other LC Documents to which
Account Party is a party on behalf of Account Party, together with a sample
of the true signature of each such officer;
(v) an opinion of counsel to Account Party; and
(vi) such other documents, certificates and assurances as
Lender shall have requested.
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CUSIP NO. 45810F 10 1 13D Page 34 of 40 Pages
(c) For purposes of this Section 12, this Agreement shall be
deemed to have become effective on the date hereof upon the giving by Lender to
Pledgor and Account Party of notice to such effect.
SECTION 13 Notices. Notices forwarded by mail shall be deemed to have
been given three days after the date sent if sent by registered or certified
mail, postage paid, and:
(i) if to Pledgor, addressed to Pledgor at its address shown
below its signature hereto;
(ii) if to Account Party, addressed to Account Party at its
address shown below its signature hereto; or
(iii) if to Lender, addressed to Lender at the address shown
below its signature hereto; or
in the case of any party hereto, at such other address as such party
may, by written notice received by the other parties to this Agreement,
have designated as its address for notices. Notices given by facsimile
shall be deemed to have been given when confirmation of receipt is
received by the sender. Lender shall be entitled to rely upon all
telephone notices and Pledgor and Account Party shall, jointly and
severally, hold Lender harmless from any loss, cost or expense ensuing
from any such reliance.
SECTION 14 Binding Agreement; Assignment. This Agreement, and the
terms, covenants and conditions hereof, shall be binding upon and inure to the
benefit of the parties hereto, and their respective successors and assigns,
except that neither Pledgor nor Account Party shall be permitted to assign this
Agreement or any interest herein or in the Collateral, or any part thereof, or
otherwise pledge, encumber or grant any option with respect to the Collateral,
or any part thereof.
SECTION 15 Submission to Jurisdiction; Waiver of Jury Trial. Lender may
enforce any claim arising out of this Agreement or any other LC Document in any
state or federal court having subject matter jurisdiction and located in
Chicago, Illinois. For the purpose of any action or proceeding instituted with
respect to any such claim, Pledgor and Account Party each hereby irrevocably
submits to the jurisdiction of such courts. Nothing herein contained shall
preclude Lender from bringing an action or proceeding in respect hereof in any
other country, state or place having jurisdiction over such action. Pledgor and
Account Party each irrevocably waives, to the fullest extent permitted by law,
any objection which it may have or hereafter have to the laying of the venue of
any such suit, action or proceeding brought in such a court located in Chicago,
Illinois and any claim that any such suit, action or proceeding brought in such
court has been brought in an inconvenient forum. PLEDGOR, ACCOUNT PARTY AND
LENDER EACH HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR ANY OTHER
LC DOCUMENT, OR UNDER ANY OTHER AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
THEREWITH ARISING FROM ANY
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CUSIP NO. 45810F 10 1 13D Page 35 of 40 Pages
LENDING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LC
DOCUMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY.
SECTION 16 Governing Law; Interpretation. This Agreement has been made
and delivered at Chicago, Illinois, and shall be governed by the internal laws
of the State of Illinois without regard to conflict of law principles. Wherever
possible each provision of this Agreement shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Agreement is prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.
SECTION 17 Filing as a Financing Statement. At the option of Lender,
this Agreement, or a carbon, photographic or other reproduction of this
Agreement or of any Uniform Commercial Code financing statement covering the
Collateral or any portion thereof shall be sufficient as a Uniform Commercial
Code financing statement and may be filed as such.
SECTION 18 Miscellaneous. (a) No amendment to, modification or waiver
of, or consent with respect to, any provision of this Agreement shall in any
event be effective unless the same shall be in writing and signed and delivered
by Lender, and then any such amendment, modification, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.
(b) The section headings in this Agreement are inserted for
convenience of reference only and shall not be considered a part of this
Agreement or used in its interpretation.
(c) Pledgor agrees that, if at any time all or any part of any
payment theretofore applied by Lender to any of the Liabilities is or must be
rescinded or returned by Lender for any reason whatsoever (including, without
limitation, the insolvency, bankruptcy or reorganization of Account Party or any
of its Subsidiaries), such Liabilities shall, for the purposes of this Agreement
and the other LC Documents, to the extent that such payment is or must be
rescinded or returned, be deemed to have continued in existence, notwithstanding
such application by Lender, and the pledge by Pledgor hereunder shall continue
to be effective or be reinstated, as the case may be, as to such Liabilities,
all as though such application by Lender had not been made.
(d) Pledgor and Account Party each hereby expressly waives: (i)
notice of Lender's acceptance of this Agreement, (ii) notice of the existence or
creation or nonpayment of all or any of the Liabilities, (iii) presentment,
demand, notice of dishonor, protest, and all other notices whatsoever, and (iv)
all diligence in collection or protection of or realization upon the Liabilities
or any thereof, any obligation hereunder or under any other LC Document, or any
security for or guaranty of any of the foregoing.
(e) Lender may, from time to time, without notice to Pledgor,
assign or transfer any or all of the Liabilities or any interest therein, and,
notwithstanding any such assignment or transfer or any subsequent assignment or
transfer thereof, such Liabilities shall be and remain Liabilities for the
purposes of this Agreement and the other LC Documents,
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 36 of 40 Pages
and each and every immediate and successive assignee or transferee of any of the
Liabilities or of any interest therein shall, to the extent of the interest of
such assignee or transferee in the Liabilities, be entitled to the benefits of
this Agreement and the other LC Documents to the same extent as if such assignee
or transferee were Lender; provided, however, that, unless Lender shall
otherwise consent in writing, Lender shall have an unimpaired right, prior and
superior to that of any such assignee or transferee, to enforce this Agreement
and the other LC Documents, for the benefit of Lender, as to those of the
Liabilities which Lender has not assigned or transferred.
(f) Lender is the current holder of all Liabilities but may in the
future transfer, assign or sell certain Liabilities and thus acts hereunder and
under the other LC Documents as agent for itself and any and all future holders
of the Liabilities.
(g) No action of Lender permitted hereunder or under any other LC
Document shall in any way affect or impair the rights of Lender and the
obligations of Pledgor and Account Party under this Agreement or any other LC
Document. No claim or defense as to the invalidity or unenforceability of any or
all of the Liabilities shall affect or impair the obligations of Pledgor or
Account Party hereunder or under any other LC Document. The respective
obligations of Pledgor and Account Party under this Agreement or any other LC
Document shall be absolute and unconditional irrespective of any circumstance
whatsoever which might constitute a legal or equitable discharge of Pledgor or
Account Party.
(h) No right or remedy herein conferred is intended to be
exclusive of any other right or remedy, but every such right or remedy shall be
cumulative and shall be in addition to every other right or remedy herein
conferred, or conferred upon Lender by any other LC Document, agreement or
instrument or security, or now or hereafter existing at law or in equity or by
statute. No delay on the part of Lender in the exercise of any right or remedy
shall operate as a waiver thereof and no single or partial exercise by Lender of
any right or remedy shall preclude other or further exercise thereof or the
exercise of any other right or remedy.
(i) This Agreement may be executed in any number of counterparts
and by the different parties on separate counterparts and each such counterpart
shall for all purposes be deemed an original, but all such counterparts shall
together constitute but one and the same Agreement. One or more executed
counterparts of this Agreement may be delivered by facsimile, with the intention
that they shall have the same effect as an original counterpart hereof. Pledgor
and Account Party each hereby acknowledges receipt of a true, correct and
complete counterpart of this Agreement.
[Remainder of Page Intentionally Left Blank]
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 37 of 40 Pages
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
JUPITER INTEGON LIMITED PARTNERSHIP
By: Jupiter Industries, Inc., its general partner
By: /s/
------------------------------
Name:
Title:
Address:
Suite 550
919 North Michigan Avenue
Chicago, Illinois 60611-1689
JUPITER INDUSTRIES, INC.
By: /s/
------------------------------
Name:
Title:
Address:
Suite 550
919 North Michigan Avenue
Chicago, Illinois 60611-1689
BANK OF AMERICA ILLINOIS
By: /s/
------------------------------
Name:
Title:
Address:
231 South LaSalle Street
Chicago, Illinois 60697
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 38 of 40 Pages
ATTACHMENT 1
LISTING OF STOCK PLEDGED
Certificates
Pledgor Issuer Class Numbers Shares
------- ------ ----- ------- ------
JUPITER INTEGON INTEGON Common FC0865 100,000
LIMITED CORPORATION FC0866 100,000
PARTNERSHIP FC0868 15,000
FC0869 15,000
FC0870 15,000
FC0871 15,000
CUSIP NO. 45810F 10 1 13D Page 39 of 40 Pages
SCHEDULE 13D, Amendment No. 7
EXHIBIT XVIII
Joint Filing Agreement
In accordance with Rule 13-d(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of an amendment or amendments to a statement on Schedule 13D filed
on April 9, 1992, as amended by Amendment No. 1 filed on December 2, 1992,
Amendment No. 2 filed on December 24, 1992, Amendment No. 3 filed on January 8,
1993, Amendment No. 4 filed on January 10, 1994, Amendment No. 5 filed on
October 13, 1994, Amendment No. 6 filed on February 28, 1996 ( the "Statement")
and as may be further amended, with respect to the Common Stock of Integon
Corporation, a Delaware corporation. This Agreement shall be included as an
Exhibit to such joint filing. This Agreement may be executed in counterparts,
each of which taken together shall constitute one and the same instrument.
<PAGE>
CUSIP NO. 45810F 10 1 13D Page 40 of 40 Pages
In evidence thereof, each of the undersigned, being duly authorized, hereby
executed this Agreement this 2nd day of January, 1997
/s/ John C Head III
-------------------------------
John C Head III
/s/ Madie Ivy
-------------------------------
Madie Ivy
JUPITER INDUSTRIES, INC.
By: /s/ George E. Murphy
--------------------------
Name: George E. Murphy
Title: President
JUPITER INTEGON LIMITED
PARTNERSHIP
By: Jupiter Industries, Inc.
General Partner
By: /s/ George E. Murphy
-----------------------
Name: George E. Murphy
Title: President
