EXECUTION COPY
AMENDMENT XX. 0
XX
XXXXXXXXX XXX XXXX XX XXXXXX
XXXXXXXXX XX. 0, dated July 17, 1997, to AGREEMENT AND PLAN OF
MERGER dated as of June 23, 1997, as amended by the Amendment to Agreement and
Plan of Merger, dated July 7, 1997 (as amended, the "AGREEMENT"), by and among
GENERAL MOTORS ACCEPTANCE CORPORATION, a New York corporation (the "PARENT"),
INTEGON CORPORATION, a Delaware corporation (the "COMPANY"), and IC PURCHASING
CORP., a Delaware corporation and indirect wholly-owned subsidiary of the Parent
(the "MERGER SUB").
WHEREAS, the parties to the Agreement desire to make certain
amendments to the Agreement;
NOW THEREFORE, in consideration of the agreements contained herein,
and intending to be legally bound hereby, the parties hereto agree as follows:
1. The first sentence of Section 2.1 of the Agreement shall be
amended to read in its entirety as follows:
"Each share of Common Stock, par value $.01 per share, of the
Company (the "COMPANY COMMON STOCK") issued and outstanding immediately prior to
the Effective Time (other than Dissenting Shares (as defined in Section 2.4),
Parent Shares (as defined in Section 2.3) and Subsidiaries' Shares (as defined
in Section 2.3)) shall, by virtue of the Merger and without any action on the
part of the holder thereof, be converted into the right to receive an amount in
cash equal to $26.00 per share (the "COMMON STOCK PRICE PER SHARE") payable to
the holder thereof, without
2
interest thereon, upon surrender of the certificate formerly representing such
share of Company Common Stock in accordance with Section 2.6." The remainder of
Section 2.1 shall remain unchanged.
2. Section 2.3 of the Agreement shall be amended to read in its
entirety as follows:
"2.3 TREASURY STOCK AND PARENT-OWNED STOCK. Each share of Company
Common Stock held in the Company's treasury immediately prior to the Effective
Time (excluding any shares of Company Common Stock held by the Company's
subsidiaries, all of which shares are described on SCHEDULE 2.3 and which shall
not be canceled and retired, as set forth below), and each share of Company
Common Stock and Company Convertible Preferred Stock then owned by the Parent,
the Merger Sub or any other wholly-owned subsidiary of the Parent (collectively,
"PARENT SHARES"), if any, shall, by virtue of the Merger, automatically be
canceled and retired and cease to exist and no consideration shall be delivered
in exchange therefor. Each share of Company Common Stock held by the Company's
subsidiaries issued and outstanding immediately prior to the Effective Time, all
of which shares are described on SCHEDULE 2.3 (the "SUBSIDIARIES' SHARES"),
shall remain outstanding as shares of common stock of the Surviving
Corporation."
3. Section 2.5 of the Agreement shall be amended to read in its
entirety as follows:
"2.5 MERGER SUB COMMON STOCK. Each share of common stock of
the Merger Sub issued and outstanding immediately prior to the Effective Time
shall,
3
by virtue of the Merger and without any action on the part of the holder
thereof, be converted into a number of shares of common stock of the Surviving
Corporation equal to the quotient of (i) the aggregate number of shares of
Company Common Stock issued and outstanding immediately prior to the Effective
Time (excluding the Subsidiaries' Shares), divided by (ii) the aggregate number
of shares of Merger Sub issued and outstanding immediately prior to the
Effective Time."
4. Section 5.5.1 of the Agreement shall be amended to read in its
entirety as follows:
"5.5.1Upon the terms and subject to the conditions of this
Agreement, each of the parties hereto shall use all reasonable efforts to take,
or cause to be taken, all action, and to do or cause to be done, and to assist
and cooperate with the other parties in doing, all things necessary, proper or
advisable to consummate and make effective as promptly as practicable the
transactions contemplated by this Agreement, including using all reasonable
efforts to (a) obtain all consents, amendments to or waivers under the terms of
any of the Company's and the Parent's borrowing or other contractual
arrangements required by the transaction contemplated by this Agreement, (b)
effect promptly all necessary or appropriate registrations and filings with
Governmental Entities, including, without limitation, filings and submissions
pursuant to the HSR Act, the Securities Act, the Exchange Act and the DGCL, (c)
effect promptly and prosecute diligently (including responding to all reasonable
requests for supplemental information) all approvals, filings and/or notices
required under any applicable insurance laws for the consummation of the
transactions
4
contemplated by this Agreement, it being understood that the application on Form
A for the approval of the Merger to be filed with the North Carolina Insurance
Department shall include a statement that the Parent will make or cause to be
made a capital contribution to the insurance subsidiaries listed on SCHEDULE 2.3
as necessary to continue their operations in accordance with applicable
insurance laws and regulations or otherwise as required by the North Carolina
Insurance Department, (d) defend any lawsuit or other legal proceedings, whether
judicial or administrative, challenging this Agreement or the consummation of
the transaction contemplated hereby and (e) fulfill or cause the fulfillment of
the conditions to Closing set forth in Article 6."
5
IN WITNESS WHEREOF, the Parent, the Company and the Merger Sub have
caused this Amendment to the Agreement to be signed by their respective duly
authorized officers as of the date first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Executive Vice President
INTEGON CORPORATION
By: /s/ Xxxx X. XxXxxxxx
------------------------------------
Name: Xxxx X. XxXxxxxx
Title: President & CEO
IC PURCHASING CORP.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President and Treasurer
