The total number of sequentially numbered pages in this manually signed original
is 6. Exhibit Index is sequential page no. 4.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 9, 1997
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INTEGON CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 001-10997 13-3559471
- -------------- ------------------------ -------------------
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Incorporation) Identification No.)
500 West Fifth Street
Winston-Salem, North Carolina 27152
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(Address of Principal Executive Offices)
(910) 770-2000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former name or former address, if changed since last report.)
Page 1 of 6
Exhibit Index is on Page 4
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Item 5. Other Events
On December 9, 1997, Integon Corporation (the "Company") issued a press
release announcing that it has determined tender offer prices. A copy of the
press release is attached hereto as Exhibit 99.1.
Item 7. Exhibits
(c) Exhibits.
Exhibit Number Description
99.1 Press Release dated
December 9, 1997 issued
by the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
INTEGON CORPORATION
December 9, 1997 By: /s/ Steven C. Andrews
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Date Steven C. Andrews
Executive Vice President and
Chief Operating Officer
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EXHIBIT INDEX
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Exhibit Number Description Page No.
- -------------- ----------- --------
99.1 Press Release dated December 9, 1997 5
issued by the Company
Page 4
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Exhibit 99.1
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PRESS RELEASE DATED December 9, 1997
ISSUED BY THE COMPANY
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Exhibit 99.1
Press Release
December 9, 1997
INTEGON DETERMINES TENDER OFFER PRICES
For Immediate Release
December 9, 1997 -- Integon Corporation today announced that it has determined
the prices for the previously announced tender offers for its 8% Senior Notes
due 1999 and 9 1/2% Senior Notes due 2001 (collectively, the "Securities"). The
Securities are subject to concurrent cash tender offers and consent
solicitations, which commenced on November 12, 1997. As previously announced,
the tender offers will expire at midnight, New York City time, on Wednesday,
December 10, 1997, unless extended. Holders may tender their Securities until
such expiration time. Morgan Stanley Dean Witter is the dealer manager for the
tender offers.
Under the terms of the tender offers, the total consideration for each $1,000
principal amount of the two notes of Integon will be calculated separately,
based on the yield on an applicable United States Treasury reference security,
plus an applicable fixed spread, plus accrued and unpaid interest.
8% Notes due 8/15/99 9 1/2% Notes due 10/15/01
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UST Reference Security 5 7/8% due 8/99 6 1/4% due 10/01
Fixed Spread 0.10% 0.15%
CUSIP No. 45810FAA9 45810FAB7
Total Consideration $1,057.70 $1,129.48
Consent Payment $20.00 $20.00
Tender Offer Consideration $1,037.70 $1,109.48
Security holders must consent to the proposed amendments in order to validly
tender. Holders tendering after 5:00 p.m., New York City time, on November 25,
1997, will not be entitled to receive the consent payment. Payments will be paid
on the third trading day following the expiration of the applicable tender
offer.
Questions regarding the terms of the tender offers may be forwarded to Morgan
Stanley at 800-624-1808. Copies of the offer documents may be obtained by
calling D. F. King & Co. at 800-290-6424.
This news release is neither an offer to purchase nor a solicitation of an offer
to sell securities. The offers are only made pursuant to the offering documents.
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