UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to Commission file number 33-61000l
------- -------
THE INTEGON CORPORATION EMPLOYEES' RETIREMENT SAVINGS PLAN
----------------------------------------------------------
(Full title of the plan)
INTEGON CORPORATION
-----------------------------------------------------
(Name of the issuer of the securities held pursuant to the plan)
500 West Fifth Street
Winston-Salem, North Carolina 27152
----------------------------------------
(Address of Principal Executive Offices)
(910) 770-2000
---------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
This filing contains 14 pages
<PAGE>
THE INTEGON EMPLOYEES' RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
PAGE
INDEPENDENT AUDITORS' REPORT 2
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits
December 31, 1996 and 1995 3
Statements of Changes in Net Assets Available for Benefits,
with Supplemental Fund Information for the Years Ended
December 31, 1996 and 1995 4-5
Notes to Financial Statements 6-10
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1996
AND FOR THE YEAR THEN ENDED:
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996 11
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1996 12-13
Supplemental schedules other than those listed above are omitted because of the
absence of the conditions under which they are required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 or because the required information is
included in the financial statements or in the notes thereto.
Page 1
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Plan Administrator and Participants of
The Integon Employees' Retirement Savings Plan
Winston-Salem, North Carolina
We have audited the accompanying statements of net assets available for benefits
of The Integon Employees' Retirement Savings Plan (the "Plan") as of December
31, 1996 and 1995, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1996 and 1995, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental information by fund in the statements of changes in net
assets available for benefits is presented for the purpose of additional
analysis rather than to present changes in net assets available for benefits of
the individual funds. The supplemental schedules and supplemental information by
fund are the responsibility of the Plan's management. Such supplemental
schedules and supplemental information by fund have been subjected to the
auditing procedures applied in our audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
- --------------------------
Deloitte & Touche LLP
June 20, 1997, except for Note 7, as to which the date is June 23, 1997
Page 2
<PAGE>
THE INTEGON EMPLOYEES' RETIREMENT SAVINGS PLAN
<TABLE>
<CAPTION>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------
ASSETS: 1996 1995
---------- ----------
<S> <C> <C>
Investments - At fair value:
First Union National Bank of North Carolina:
Enhanced Stock Market Fund II ................ $11,444,966 $ 8,642,289
Stable Investment Fund II .................... 7,118,704 5,582,805
Evergreen Money Market Fund .................. 1,838,246
Integon Stock Fund .............................. 778,289 705,724
Templeton World Fund ............................ 824,957
Fidelity Low-Price Stock Fund ................... 997,685
Evergreen Foundation ............................ 447,758
Loan Fund ....................................... 778,091 439,292
----------- -----------
Total assets ................................. 22,390,450 17,208,356
LIABILITIES:
Excess contributions refundable .................... 34,246
Earnings on excess contributions refundable ........ 6,046
----------- -----------
Total liabilities ............................ 40,292
NET ASSETS AVAILABLE FOR BENEFITS .................. $22,350,158 $17,208,356
=========== ===========
</TABLE>
See notes to financial statements.
Page 3
<PAGE>
THE INTEGON EMPLOYEES' RETIREMENT SAVINGS PLAN
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS, WITH SUPPLEMENTAL FUND INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 (CONTINUED)
- ---------------------------------------------------------------------------------------------------
1996
----------------------------------------------------------------
Enhanced Stable Evergreen Integon
Stock Market Investment Money Market Stock
Fund II Fund II Fund Fund
(Supplemental) (Supplemental) (Supplemental) (Supplemental)
<S> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Participant ................... $ 1,070,570 $ 812,288 $ 61,610 $ 196,653
Sponsor ....................... 448,266 354,981 26,326 83,780
Rollover ...................... 94,824 142,719 32,888
------------ ------------ ------------ ------------
Total contributions .............. 1,613,660 1,309,988 87,936 313,321
------------ ------------ ------------ ------------
Net investment income:
Loan interest ................. 26,452 19,224 1,360 2,488
Net appreciation (depreciation)
in fair value of investments 2,064,766 358,229 41,877 (80,751)
------------ ------------ ------------ ------------
Total net investment income (loss) 2,091,218 377,453 43,237 (78,263)
------------ ------------ ------------ ------------
TOTAL ADDITIONS .................. 3,704,878 1,687,441 131,173 235,058
------------ ------------ ------------ ------------
DEDUCTIONS:
Withdrawals ...................... 496,027 483,685 90,460 43,620
Loans to participants ............ 357,306 236,107 22,855 36,833
Adjusted loan principal
repayments .................... (91,144) (75,543) (5,858) (11,647)
Loan principal payoffs ........... (38,574) (34,009) (3,111)
Asset management fees ............ 49,705 30,844 3,426 2,841
Administrative expenses .......... 2,191 2,388 209 385
------------ ------------ ------------ ------------
TOTAL DEDUCTIONS ................. 775,511 643,472 111,092 68,921
------------ ------------ ------------ ------------
INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS
BEFORE TRANSFER ............... 2,929,367 1,043,969 20,081 166,137
NET TRANSFER (TO) FROM
OTHER FUNDS ................... (150,611) 481,479 (1,858,327) (93,790)
------------ ------------ ------------ ------------
INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS ........ 2,778,756 1,525,448 (1,838,246) 72,347
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF
YEAR .......................... 8,642,289 5,582,805 1,838,246 705,724
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR ......... $ 11,421,045 $ 7,108,253 $ $ 778,071
============ ============ ============ ============
Page 4
<PAGE>
1996
----------------------------------------------------------------------------
Templeton Fidelity Low-
World Price Stock Evergreen Loan
Fund Fund Foundation Fund
(Supplemental) (Supplemental) (Supplemental) (Supplemental) Total
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Participant ................... $ 109,511 $ 153,114 $ 45,191 $ 2,448,937
Sponsor ....................... 45,057 61,379 18,600 1,038,389
Rollover ...................... 13,220 35,146 4,059 322,856
------------ ------------ ------------ ------------ ------------
Total contributions .............. 167,788 249,639 67,850 3,810,182
------------ ------------ ------------ ------------ ------------
Net investment income:
Loan interest ................. 1,332 2,520 1,681 55,057
Net appreciation (depreciation)
in fair value of investments 96,592 136,416 45,548 2,662,677
------------ ------------ ------------ ------------ ------------
Total net investment income (loss) 97,924 138,936 47,229 2,717,734
------------ ------------ ------------ ------------ ------------
TOTAL ADDITIONS .................. 265,712 388,575 115,079 6,527,916
------------ ------------ ------------ ------------ ------------
DEDUCTIONS:
Withdrawals ...................... 35,962 35,745 24,967 $ 77,705 1,288,171
Loans to participants ............ 15,117 17,921 13,461 (699,600)
Adjusted loan principal
repayments .................... (4,585) (7,940) (3,380) 200,097
Loan principal payoffs ........... (2,028) (1,842) (3,410) 82,974
Asset management fees ............ 2,251 2,592 683 92,342
Administrative expenses .......... 141 174 88 25 5,601
------------ ------------ ------------ ------------ ------------
TOTAL DEDUCTIONS ................. 46,858 46,650 32,409 (338,799) 1,386,114
------------ ------------ ------------ ------------ ------------
INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS
BEFORE TRANSFER ............... 218,854 341,925 82,670 338,799 5,141,802
NET TRANSFER (TO) FROM
OTHER FUNDS ................... 603,366 653,888 363,995
------------ ------------ ------------ ------------ ------------
INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS ........ 822,220 995,813 446,665 338,799 5,141,802
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF
YEAR .......................... 439,292 17,208,356
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR ......... $ 822,220 $ 995,813 $ 446,665 $ 778,091 $ 22,350,158
============ ============ ============ ============ ============
</TABLE>
See notes to financial statements.
Page 4 (Continued)
<PAGE>
THE INTEGON EMPLOYEES' RETIREMENT SAVINGS PLAN
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH SUPPLEMENTAL FUND INFORMATION,
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
- ------------------------------------------------------------------------------------------------------------------------------------
1995
-------------------------------------------------------------------------------------------------
Enhanced Stable Evergreen Integon
Stock Investment Money Market Stock Loan
Fund II Fund II Fund Fund Fund
(Supplemental) (Supplemental) (Supplemental) (Supplemental) (Supplemental) Total
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Participant ................... $ 1,151,486 $ 768,428 $ 276,649 $ 173,903 $ 2,370,466
----------- ----------- ----------- ----------- -----------
Sponsor:
Matching ................... 475,937 271,592 120,633 74,466 942,628
Profit-sharing ............. 461,684 413,407 197,455 73,834 1,146,380
----------- ----------- ----------- ----------- -----------
Total sponsor .............. 937,621 684,999 318,088 148,300 2,089,008
----------- ----------- ----------- ----------- -----------
Rollover ...................... 101,803 119,242 22,691 6,245 249,981
----------- ----------- ----------- ----------- -----------
Total contributions .............. 2,190,910 1,572,669 617,428 328,448 4,709,455
----------- ----------- ----------- ----------- -----------
Net investment income:
Loan interest ................. 14,481 10,880 3,201 470 $ (58) 28,974
Net appreciation
in fair value of investments 2,077,532 335,246 112,732 205,049 2,730,559
----------- ----------- ----------- ----------- ----------- -----------
Total net investment income (loss) 2,092,013 346,126 115,933 205,519 (58) 2,759,533
----------- ----------- ----------- ----------- ----------- -----------
TOTAL ADDITIONS .................. 4,282,923 1,918,795 733,361 533,967 (58) 7,468,988
----------- ----------- ----------- ----------- ----------- -----------
DEDUCTIONS:
Withdrawals ...................... 496,482 642,952 316,298 101,188 44,660 1,601,580
Loans to participants ............ 216,773 146,997 39,856 5,724 (409,350)
Loan principal repayments ........ (82,089) (69,378) (18,937) (12,186) 182,590
Asset management fees ............ 3,527 33,938 25,492 2,216 65,173
Administrative expenses .......... 1,452 1,463 669 118 3,702
----------- ----------- ----------- ----------- ----------- -----------
TOTAL DEDUCTIONS ................. 636,145 755,972 363,378 97,060 (182,100) 1,670,455
----------- ----------- ----------- ----------- ----------- -----------
INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS
BEFORE TRANSFER ............... 3,646,778 1,162,823 369,983 436,907 182,042 5,798,533
NET TRANSFER (TO) FROM
OTHER FUNDS ................... 81,869 (178,182) 40,251 56,062
----------- ----------- ----------- ----------- ----------- -----------
INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS ........ 3,728,647 984,641 410,234 492,969 182,042 5,798,533
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF
YEAR .......................... 4,913,642 4,598,164 1,428,012 212,755 257,250 11,409,823
----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR ......... $ 8,642,289 $ 5,582,805 $ 1,838,246 $ 705,724 $ 439,292 $17,208,356
=========== =========== =========== =========== =========== ===========
</TABLE>
See notes to financial statements.
Page 5
<PAGE>
THE INTEGON EMPLOYEES' RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------
1. INFORMATION REGARDING THE PLAN
The following brief description of The Integon Employees' Retirement
Savings Plan (the "Plan") is provided for general information purposes
only. Participants should refer to the Plan document for more complete
information.
General - The Plan is a defined contribution plan designed to comply with
the provisions of the Internal Revenue Code (the "Code") to qualify for
exemption from taxation. The Plan was established effective April 1, 1991
and is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). The Plan covers all employees of Integon
(the "Sponsor"). Previously, the Plan also covered all employees of
Integon Services Company, Bankers and Shippers Insurance Company, Integon
Life Insurance, and Marketing One, Inc. and affiliates. The plan is
administered by the Integon Corporation Employees' Retirement Savings Plan
Advisory Committee (the "Committee") comprising of six persons appointed
by the Sponsor's Board of Directors.
Effective July 31, 1995, Integon Life Insurance ("Integon Life")
terminated participation as a participating employer in the Plan. All
employees of Integon Life who were participants in the Plan became 100%
vested and nonforfeitable in their accounts in the Plan.
Effective January 1, 1995, Integon Services Company employees became
employees of Integon, and Integon Services Company ceased as a
participating employer in the Plan.
Employees of the Sponsor are generally eligible to participate in the Plan
after one year of service providing they have worked at least 1,000 hours
over 12 consecutive months and are twenty-one years of age or older.
Eligible employees participation begins on the next Plan entry date,
January 1, April 1, July 1, or October 1. Participants who do not have at
least 250 hours of service during each quarter of the plan year and are
not employed on the last working day of a plan quarter are generally not
eligible for an allocation of Company contributions for such quarter.
Administration of the Plan - The trustee of the Plan is First Union
National Bank of North Carolina ("FUNB"). FUNB also assists the Sponsor in
its administration of the Plan. Although certain administrative functions
are performed by officers or employees of the Sponsor, no such officer or
employee receives compensation from the Plan. Significantly all FUNB
administrative and trustee fees are paid by the Sponsor. Such fees were
$49,205 and $46,910 for the years ended December 31, 1996 and 1995,
respectively.
Plan Funding - Eligible participants may voluntarily defer from 1% to 10%
of their basic compensation, as defined by the Plan, not to exceed a set
dollar amount determined by law. Employee after-tax contributions are not
permitted. Eligible participants are permitted to make rollover
contributions at the discretion of the Committee responsible for plan
administration. The Sponsor's funding consists of a matching contribution
of 50% of the first 6% of a participant's compensation that has been
deferred into the Plan. Additionally, prior to January 1, 1996, a
discretionary profit sharing contribution was made to each employee's
account (see Note 3). For the year ended December 31, 1995, the Board of
Directors approved a profit sharing contribution of 2.50% of the employee
compensation.
Page 6
<PAGE>
Vesting - Participants are fully vested in the compensation that they
defer into the Plan, the Sponsor matching contributions, and the related
investment earnings on those deferrals and contributions. Participants
become 100% vested in the Sponsor profit sharing contributions to their
account and the related investment earnings upon completion of 5 years of
service, upon reaching the normal retirement age, upon death, or upon
disability. Partial vesting is provided for participants with less than 5
years of service.
Forfeitures - The non-vested portion of a participant's account is
forfeited upon termination of employment with the Sponsor. The Plan
provides for partial restoration of forfeitures for those participants
meeting certain service requirements. Forfeitures of unvested amounts are
treated as reductions of the Sponsor's matching contributions otherwise
made for the plan year following the plan year in which the forfeiture
occurs. As of December 31, 1996 and 1995, forfeitures totaled $24,643 and
$95,609, respectively.
Withdrawals from the Plan - Distributions from the Plan upon retirement,
termination or death are paid to the participant in a lump sum or in
installments. Participants may also borrow up to 50% of their vested
balance. Such loans must be made for at least $1,000 and the maximum
aggregate dollar amount of loans outstanding to any participant may not
exceed $50,000. Withdrawals may also be made for certain financial
hardships as defined by the Plan.
Participant Accounts - A separate account is maintained by the Plan
administrator for each participant. These account balances are adjusted at
the end of each pay period for the amount of the participant's
compensation deferral and the sponsor's matching contributions.
Additionally, prior to January 1, 1996, these account balances were also
adjusted at the end of each quarter for the Sponsor's profit sharing
contributions (see Note 3). Investment income or loss and other additions
or deductions are credited to the participant's account quarterly.
Allocation of the Sponsor's contribution is based on participant
compensation, as defined. Allocation of Plan earnings is based on the
balances of the participants' individual accounts. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
Termination of the Plan - Although the Sponsor has not expressed any
intent to do so, it has the right to terminate the Plan at any time,
subject to Plan provisions. Upon such termination of the Plan, the vested
account balance of each participant in the Plan will be distributed to
such participant at the time prescribed by the Code.
Investment Options - A participant may direct employee contributions to
any of the following investment funds:
Common Trust Fund - Enhanced Stock Market Fund II ("Enhanced Stock
Market Fund II") - Funds are invested in a diversified portfolio of
common stocks. Previously the fund was called Enhanced Stock Fund II.
Common Trust Fund - Stable Investment Fund II ("Stable Investment Fund
II") - Funds are invested in guaranteed investment contracts, floating
rate corporate notes and bank investment contracts as well as
traditional money market securities.
Common Trust Fund - Evergreen Money Market Fund ("Evergreen Money
Market Fund") - Funds are invested in common and preferred stock, U.S.
government securities, investment grade corporate bonds and money market
instruments. This fund was terminated as an investment option during 1996.
Page 7
<PAGE>
Integon Stock Fund - ("Integon Stock Fund") - Funds are invested and
reinvested exclusively in the common stock of Integon .
Common Trust Fund - Templeton World Fund ("Templeton World Fund") -
Funds are primarily invested in common stocks of companies outside the
United States.
Common Trust Fund - Fidelity Low-Price Stock Fund ("Fidelity Low-Price
Stock Fund') - Funds are primarily invested in low-priced stocks.
Common Trust Fund - Evergreen Foundation Fund ("Evergreen Foundation
Fund") - Funds are invested in a combination of income producing common
stocks, preferred stocks, securities which are convertible into or
exchangeable to common stocks, corporate and U.S. Government debt
obligations and short-term debt instruments.
Income Taxes - The Plan obtained its latest determination letter on
December 29, 1992, in which the IRS stated that the Plan, as then
designed, was in compliance with the applicable requirements of the Code.
The plan has been amended since receiving the determination letter.
However, the Plan administrator and the Plan's tax counsel believe that
the Plan is currently designed and being operated in compliance with the
applicable requirements of the Code. Therefore, they believe that the Plan
was qualified and the related trust was tax-exempt as of the financial
statement date. No provision for income taxes has been provided. The
Sponsor is in the process of preparing a request for a new determination
letter.
Participants in the Plan are not liable for federal income taxes on
amounts allocated to their accounts resulting from employer contributions
or investment income until such time as withdrawals are made.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Method of Accounting - The financial statements are prepared under the
accrual method of accounting.
Valuation of Investments - Investments consist of unit shares in the
common trust funds listed in Note 1 and the common stock fund of Integon.
These investments are stated at fair value, which has been determined by
the trustee based on the unit values of the funds. Unit values are
determined by the organization sponsoring such funds by dividing that
fund's net assets by its units outstanding at the valuation date.
Contributions to and withdrawal payments from each fund are converted to
units by dividing the amounts of each transaction by the unit value as
last determined, and the participants' accounts are charged or credited
with the number of units. Participant loans are valued at cost which
approximates market.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
Reclassification - Certain reclassifications have been made to the 1995
amounts to conform to the 1996 presentation.
Page 8
<PAGE>
3. PLAN AMENDMENTS
In July 1995, the Board of Directors of Integon Services approved an
amendment to terminate Integon Life as a participating employer in the
Plan. All employees of Integon Life who were participants in the Plan
became 100% vested and nonforfeitable in their accounts in the Plan.
In November 1995, the Board of Directors of Integon approved an amendment,
effective January 1, 1996, to restate the plan as a single-employer plan
due to the termination of Marketing One and Integon Life as participating
employers and to delete the profit-sharing component of the Plan. The
profit sharing component of the Plan was deleted due to the creation of an
employee stock ownership plan by the Sponsor.
In January 1996, the Board of Directors of Integon approved an amendment,
effective February 1, 1996 to expand the investment options of the Plan
offered to the participants of the Plan. The investment options offered
were the following: Stable Investment Fund II, Evergreen Foundation Fund,
Enhanced Stock Market Fund II, Templeton World Fund, Fidelity Low-Price
Stock Fund, and Integon Stock Fund. The Evergreen Money Market Fund was
frozen effective February 1, 1996. All participants were informed to
transfer their account balances from the Evergreen Money Market Fund to
another investment by June 30, 1996 or the plan would automatically
default to the Stable Investment Fund II on July 1, 1996.
4. INVESTMENT OPTIONS UNIT VALUES
<TABLE>
<CAPTION>
The following is a summary of the unit values of investment options for the years ended December 31, 1996 and 1995:
1996
----------------------------------------------------------
March 31 June 30 September 30 December 31
<S> <C> <C> <C> <C>
Enhanced Stock Fund II ...... $36.25430 $37.61726 $38.82885 $41.95704
Stable Investment Fund II ... 14.57977 14.75847 14.97028 15.17527
Evergreen Money Market Fund . 1.20187 1.21638 1.23220 1.24774
Integon Stock Fund .......... 22.50450 22.31902 21.00193 20.24782
Templeton World Fund ........ 20.26938 20.93886 21.29746 23.25903
Fidelity Low-Price Stock Fund 23.80635 24.84443 25.75043 28.37594
Evergreen Foundation Fund ... 15.14235 15.26906 15.91341 17.14437
Loan Fund ................... 1.00000 1.00000 1.00000 1.00000
</TABLE>
<TABLE>
1995
------------------------------------------------------------
March 31 June 30 September 30 December 31
<S> <C> <C> <C> <C>
Enhanced Stock Fund II .... $27.62959 $30.12867 $32.33062 $34.30168
Stable Investment Fund II . 13.76067 13.97799 14.17279 14.38687
Evergreen Money Market Fund 1.13986 1.15613 1.17165 1.18737
Integon Stock Fund ........ 14.91555 18.40428 19.33946 22.64579
Loan Fund ................. 1.00000 1.00000 1.00000 1.00000
</TABLE>
Page 9
<PAGE>
5. EXCESS CONTRIBUTIONS REFUNDABLE
Contributions received from participants for 1996 are net of payments of
$34,246 made in March 1997 to certain active participants to return to
them excess deferral contributions as required to satisfy the relevant
nondiscrimination provisions of the plan.
6. BENEFITS PAYABLE
Assets available for benefits at December 31, 1996 and December 31, 1995
include $123,782 and $11,234, respectively, allocated to the accounts of
persons who as of or prior to that date had withdrawn from participating
in the Plan.
7. SUBSEQUENT EVENTS
On May 15, 1997, the Sponsor's Board of Directors Compensation and
Personnel Committee approved to immediately vest all participants' account
balances in the Plan upon the sale of the Sponsor. On June 23, 1997, the
Sponsor announced its proposed acquisition by General Motors Acceptance
Corporation, a wholly owned subsidiary of General Motors Corporation. The
acquisition is contingent on approval by the Sponsor's shareholders and
regulatory approval.
Page 10
<PAGE>
THE INTEGON EMPLOYEES' RETIREMENT SAVINGS PLAN
<TABLE>
<CAPTION>
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1996
- --------------------------------------------------------------------------------
DESCRIPTION OF INVESTMENT
INCLUDING MATURITY DATE,
IDENTITY OF ISSUE, RATE OF INTEREST
BORROWER, LESSOR, OR COLLATERAL, PAR OR CURRENT
SIMILAR PARTY MATURITY VALUE COST VALUE
<S> <C> <C> <C>
First Union National Bank of
North Carolina:
Enhanced Stock Market Fund II 272,778.20 units $ 7,559,274 $11,444,966
Stable Investment Fund II ... 469,099.00 units 6,394,907 7,118,704
Evergreen Foundation Fund ... 26,116.91 units 404,636 447,758
Integon Stock Fund ............. 38,438.15 units 770,745 778,289
Templeton World Fund ........... 35,468.24 units 734,087 824,957
Fidelity Low-Price Stock Fund .. 35,159.55 units 868,445 997,685
Participant Loans .............. 7% to 10% 0 778,091
</TABLE>
Page 11
<PAGE>
THE INTEGON EMPLOYEES' RETIREMENT SAVINGS PLAN
<TABLE>
<CAPTION>
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
- ------------------------------------------------------------------------------------------------------------------------------------
SINGLE TRANSACTIONS INVOLVING AN AMOUNT IN EXCESS OF 5 PERCENT OF THE CURRENT
VALUE OF PLAN ASSETS AT THE BEGINNING OF THE YEAR
- ------------------------------------------------------------------------------------------------------------------------------------
(h) CURRENT VALUE OF
ASSET ON
(a) IDENTITY OF (b) DESCRIPTION (c) PURCHASE (d) SELLING (g) COST TRANSACTION
PARTY INVOLVED OF ASSET PRICE PRICE OF ASSET DATE (i) NET GAIN
<S> <C> <C> <C> <C> <C> <C>
First Union National Bank
of North Carolina:
Stable Investment
Fund II ....... $1,168,376 $1,168,376
Evergreen Money
Market Fund ... $1,168,376 $1,062,505 1,168,376 $ 105,871
</TABLE>
Page 12
<PAGE>
THE INTEGON EMPLOYEES' RETIREMENT SAVINGS PLAN
<TABLE>
<CAPTION>
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
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SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT IN EXCESS OF 5 PERCENT OF THE CURRENT
VALUE OF PLAN ASSETS AT THE BEGINNING OF THE YEAR
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(h) CURRENT VALUE OF
ASSET ON
(a) IDENTITY OF (b) DESCRIPTION (c) PURCHASE (d) SELLING (g) COST TRANSACTION (i) NET NUMBER OF
PARTY INVOLVED OF ASSET PRICE PRICE OF ASSET DATE GAIN TRANSACTIONS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
First Union National Bank
of North Carolina:
Enhanced Stock
Market Fund II . $2,479,364 $2,479,364 143
$1,690,483 $1,238,703 1,690,483 $451,780 152
Stable Investment
Fund II ........ 3,105,157 3,105,157 137
1,896,347 1,725,865 1,896,347 170,482 166
Evergreen Money
Market Fund .... 190,612 190,612 23
2,067,308 1,894,203 2,067,308 173,105 84
Participant Loans 699,613 699,613 16
360,814 360,814 360,814 55
Fidelity Investments, Inc.:
Fidelity Low-Price
Stock Fund ..... 980,919 980,919 114
116,965 112,473 116,965 4,492 48
Franklin Templeton Group:
Templeton
World Fund ..... 834,891 834,891 109
104,172 100,804 104,172 3,368 49
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the plan) have duly caused this annual
report to be signed by the undersigned hereunto duly authorized, on June 30,
1997.
The Integon Employees' Retirement Savings Plan
/s/ Ric Mundorf
---------------------------
Ric Mundorf
Vice President / Consultant
First Union National Bank
of North Carolina
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