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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 1997
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SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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[X] Filed by the Registrant
[_] Filed by a Party other than the Registrant
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
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INTEGON CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN REGISTRANT)
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Payment of Filing Fee (Check the appropriate box):
[_] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i) and 0-11:
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
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INTEGON CORPORATION
500 WEST FIFTH STREET
WINSTON-SALEM, NORTH CAROLINA 27152
September 16, 1997
Dear 401(k) Plan Participant:
We are enclosing a Proxy Statement and Voting Instruction Card regarding the
proposed merger of Integon Corporation with a subsidiary of General Motors
Acceptance Corporation ("GMAC"). As a participant in the Integon Employees'
Retirement Savings Plan ("401(k) Plan"), you have a right to direct the Plan
Trustee, First Union National Bank, whether to vote the Integon shares
allocated to your account through the Integon Stock Fund FOR or AGAINST the
merger or to ABSTAIN from voting.
Your properly completed Voting Instruction Card must be returned to the
following address so that it will be received no later than October 10, 1997
(you may use the prepaid, preaddressed envelope that is enclosed):
Integon Corporation
c/o First Chicago Trust Company
P.O. Box 8591
Edison, NJ 08818
You may also revoke or change your instructions by sending a new Voting
Instruction Card, properly completed, to the same address on or before October
10, 1997. You may obtain an additional Voting Instruction Card by calling the
following telephone number:
1-800-526-0332 (extension 2406)
NOTE: If you have an account in the Integon Corporation Employee Stock
Ownership Plan ("ESOP"), you will receive a separate Proxy Statement and
Voting Instruction Card for the Integon shares allocated to your account in
the ESOP. Moreover, if you are an individual shareholder of Integon
Corporation, you will also receive a Proxy Statement and Proxy Card for the
Integon shares you own directly. In order to direct the voting of all of the
Integon shares held in your accounts in both the 401(k) Plan and the ESOP and
to vote any shares owned directly, you must return both Voting Instruction
Cards and the Proxy Card.
CONFIDENTIALITY
401(k) Plan participants' voting instructions will be counted by First
Chicago Trust Company, and only the total results will be forwarded to the
401(k) Plan Committee for delivery to the Trustee. The instructions of
individual participants will not be disclosed to Integon's management or other
employees. Thus, your voting instructions are confidential.
INCOME TAX CONSEQUENCES
If the proposed merger with GMAC is approved, your 401(k) Plan account will
receive cash in exchange for the Integon shares. However, because the 401(k)
Plan is tax exempt, there will be no immediate income tax consequences to the
401(k) Plan or to you as a result of the merger.
FUTURE OF THE 401(K) PLAN
If the merger with GMAC is approved, all of the Integon shares held by the
401(k) Plan will be exchanged for cash and the Integon Stock Fund will be
eliminated from the 401(k) Plan. The 401(k) Plan Committee has determined that
the cash will be invested for your account in the Stable Investment Fund.
However, you will be
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able to change this investment by contacting First Union's Participant Account
Services. All Discretionary Contribution (profit-sharing) Accounts in the
401(k) Plan will become fully vested as of the date of the merger with GMAC.
Also, effective January 1, 1998, the ESOP will be merged into the 401(k)
Plan. A fully vested ESOP Transfer Account will be established in the 401(k)
Plan in the name of each participant whose account is transferred from the
ESOP. As soon as reasonably possible after January 1, 1998, participants in
the 401(k) Plan will have the right to direct the investment of their ESOP
Transfer Accounts in the same manner that they may direct the investment of
their other accounts in the 401(k) Plan. Participants will be notified when
such investment direction is available. Generally, ESOP Transfer Accounts will
be treated in the same manner as Discretionary Contribution (profit-sharing)
Accounts in the 401(k) Plan, which means that participants may borrow against
such Accounts.
Benefit distributions under the 401(k) Plan, including distributions of ESOP
Transfer Accounts, are made in cash. The entire amount of each distribution is
subject to income tax (and in certain cases, an additional 10% tax on early
distribution) when distributed except to the extent properly rolled over to
another employer's qualified retirement plan or to an individual retirement
account or individual retirement annuity.
401(K) PLAN COMMITTEE FIDUCIARY RESPONSIBILITY
The 401(k) Plan Committee is generally responsible for managing the voting
instruction process as a Plan fiduciary under the Employee Retirement Income
Security Act of 1974 (ERISA). First Chicago Trust Company will determine the
number of Integon shares held in the 401(k) Plan for which properly completed
Voting Instruction Cards are not received. The 401(k) Plan Committee, as a
fiduciary, will decide how such shares should be voted and will direct the
Trustee accordingly. Also, if the 401(k) Plan Committee determines that voting
instructions received from participants are imprudent, the Committee is
obligated to tell the Trustee to ignore the voting instructions and to vote
the shares in a prudent manner as directed by the Committee.
2
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INTEGON CORPORATION
500 WEST FIFTH STREET
WINSTON-SALEM, NORTH CAROLINA 27152
September 16, 1997
Dear ESOP Participant:
We are enclosing a Proxy Statement and Voting Instruction Card regarding the
proposed merger of Integon Corporation with a subsidiary of General Motors
Acceptance Corporation ("GMAC"). As a participant in the Integon Corporation
Employee Stock Ownership Plan, you have a right to direct the ESOP Trustee,
Wilmington Trust Company, whether to vote the Integon shares allocated to your
ESOP account FOR or AGAINST the merger or to ABSTAIN from voting.
Your properly completed Voting Instruction Card must be returned to the
following address so that it will be received no later than October 10, 1997
(you may use the prepaid, preaddressed envelope that is enclosed):
Integon Corporation
c/o First Chicago Trust Company
P.O. Box 8591
Edison, NJ 08818
You may also revoke or change your instructions by sending a new Voting
Instruction Card, properly completed, to the same address on or before October
10, 1997. You may obtain an additional Voting Instruction Card by calling the
following telephone number:
1-800-526-0332 (extension 2406)
NOTE: If you have an account in the Integon Employees' Retirement Savings
Plan ("401(k) Plan") that is invested in the Integon Stock Fund, you will
receive a separate Proxy Statement and Voting Instruction Card for the Integon
shares allocated to your account in the 401(k) Plan. Moreover, if you are an
individual shareholder of Integon Corporation, you will also receive a Proxy
Statement and Proxy Card for the Integon shares you own directly. In order to
direct the voting of all of the Integon shares held in your accounts in both
the ESOP and 401(k) Plan and to vote any shares owned directly, you must
return both Voting Instruction Cards and the Proxy Card.
CONFIDENTIALITY
ESOP participants' voting instructions will be counted by First Chicago
Trust Company, and only the total results will be forwarded to the ESOP
Committee for delivery to the Trustee. The instructions of individual
participants will not be disclosed to Integon's management or other employees.
Thus, your voting instructions are confidential.
INCOME TAX CONSEQUENCES
If the proposed merger with GMAC is approved, your ESOP account will receive
cash in exchange for the Integon shares. However, because the ESOP is tax
exempt, there will be no immediate income tax consequences to the ESOP or to
you as a result of the merger.
FUTURE OF THE INTEGON ESOP
If the merger with GMAC is approved, all of the Integon shares held by the
ESOP will be exchanged for cash. Integon will continue to make contributions
to the ESOP through December 31, 1997. The ESOP's assets will be invested in a
manner determined by the ESOP Committee, but, of course, will no longer be
invested in
<PAGE>
shares of Integon's stock. All accounts in the ESOP will become fully vested
as of the date of the merger with GMAC. Benefit payments from the ESOP at
termination of employment will be made in cash.
The ESOP will not be terminated. Rather, effective January 1, 1998, the ESOP
will be merged into the 401(k) Plan. A fully vested ESOP Transfer Account will
be established in the 401(k) Plan in the name of each participant whose
account is transferred from the ESOP. As soon as reasonably possible after
January 1, 1998, participants in the 401(k) Plan will have the right to direct
the investment of their ESOP Transfer Accounts in the same manner that they
may direct the investment of their other accounts in the 401(k) Plan.
Participants will be notified when such investment direction is available.
Generally, ESOP Transfer Accounts will be treated in the same manner as
Discretionary Contribution (profit-sharing) Accounts in the 401(k) Plan, which
means that participants may borrow against such Accounts.
Benefit distributions under the 401(k) Plan, including distributions of ESOP
Transfer Accounts, are made in cash. The entire amount of each distribution is
subject to income tax (and in certain cases, an additional 10% tax on early
distribution) when distributed except to the extent properly rolled over to
another employer's qualified retirement plan or to an individual retirement
account or individual retirement annuity.
ESOP COMMITTEE FIDUCIARY RESPONSIBILITY
The ESOP Committee is generally responsible for managing the voting
instruction process as a Plan fiduciary under the Employee Retirement Income
Security Act of 1974 (ERISA). First Chicago Trust Company will determined the
number of Integon shares held in the ESOP for which properly completed Voting
Instruction Cards are not received. The ESOP Committee, as a fiduciary, will
decide how such shares should be voted and will direct the Trustee
accordingly. Also, if the ESOP Committee determines that voting instructions
received from participants are imprudent, the Committee is obligated to tell
the Trustee to ignore the voting instructions and to vote the shares in a
prudent manner as directed by the Committee.
2
