-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, TkYqfkioNDcYxiAXkCu03iydwQsRZJP7o8S1Q0XIfdAg+Y5/h/0kIGxDZKwh5p9W Pp3G88RKzMcUsNrX9UWUdQ== 0000005103-94-000084.txt : 19941205 0000005103-94-000084.hdr.sgml : 19941205 ACCESSION NUMBER: 0000005103-94-000084 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941202 ITEM INFORMATION: Other events FILED AS OF DATE: 19941202 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN GENERAL CORP /TX/ CENTRAL INDEX KEY: 0000005103 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 740483432 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07981 FILM NUMBER: 94563146 BUSINESS ADDRESS: STREET 1: 2929 ALLEN PKWY CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 7135221111 8-K 1 8K 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 2, 1994 AMERICAN GENERAL CORPORATION (Exact name of registrant as specified in its charter) Texas 1-7981 74-0483432 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification incorporation) Number) 2929 Allen Parkway, Houston, Texas 77019 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 522-1111 Item 5. Other Events. American General Corporation (the "company") issued a News Release dated December 2, 1994, announcing that the company has agreed to acquire 40% of the outstanding shares of common stock of Western National Corporation ("Western National") from Conseco, Inc. in an all cash transaction. The agreement calls for the company to purchase approximately 25 million shares of Western National common stock for $11.00 per share or $274 million. The transaction, which is subject to requisite regulatory approvals, is expected to close by year-end 1994. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit Number 99 News Release dated December 2, 1994, announcing that the company has agreed to acquire 40% of the outstanding shares of common stock of Western National Corporation ("Western National") from Conseco, Inc. in an all cash transaction. The agreement calls for the company to purchase approximately 25 million shares of Western National common stock for $11.00 per share or $274 million. The transaction, which is subject to requisite regulatory approvals, is expected to close by year-end 1994. SIGNATURE 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 thereunto duly authorized. AMERICAN GENERAL CORPORATION Dated: December 2, 1994 By: /s/ JON P. NEWTON Senior Vice President and General Counsel -2- EXHIBIT INDEX Exhibit Number Description 99 News Release dated December 2, 1994, announcing that the company has agreed to acquire 40% of the outstanding shares of common stock of Western National Corporation ("Western National") from Conseco, Inc. in an all cash transaction. The agreement calls for the company to purchase approximately 25 million shares of Western National common stock for $11.00 per share or $274 million. The transaction, which is subject to requisite regulatory approvals, is expected to close by year-end 1994. -3- EX-99 2 NEWS RELEASE NEWS RELEASE 94-35 Contact: Robert D. Mrlik or John E. Pluhowski Vice President - Director - Corporate Investor Relations Communications (713) 831-1137 (713) 831-1149 FOR IMMEDIATE RELEASE AMERICAN GENERAL TO BUY 40% STAKE IN WESTERN NATIONAL CORPORATION FROM CONSECO, INC. Houston, December 2, 1994 -- American General Corporation (NYSE:AGC) today announced that it has agreed to acquire 40% of the outstanding shares of common stock of Western National Corporation (NYSE:WNH) from Conseco, Inc. (NYSE:CNC) in an all-cash transaction. The agreement calls for American General to purchase approximately 25 million shares of Western National common stock for $11.00 per share or $274 million. Western National closed at $10.00 per share on December 1, 1994. The transaction, which is subject to requisite regulatory approvals, is expected to close by year-end 1994. In addition, American General has entered into a four-year agreement with Western National that provides, among other things, for American General to either vote its shares in the election of directors pro rata with the votes cast by other holders, or vote for the slate of directors nominated by Western National's board; to limit the form of share dispositions by American General; and to limit additional purchases of shares by American General to not more than 20% per year, with a total position limit of 79%. American General also has the right to name, at its option, two directors to the Western National board. Western National Corporation, with headquarters in Houston has assets of $8.5 billion and shareholders' equity of $421 million, and is the holding company of Western National Life Insurance Company. Western National has operating earnings of $83 million or $1.33 per share in 1993 and for the first nine months of 1994, operating earnings were $72 million or $1.15 per share. In commenting on the transaction, Harold S. Hook, chairman and chief executive officer of American General, said, "Western National is a well- managed, specialty marketer of annuity products through financial institutions. American General has taken advantage of the opportunity to acquire this large equity position in Western National because we believe it represents an excellent long-term investment. And finally, it is no small item that Western National is headed by Michael J. Poulos, retired vice chairman of American General." ***** American General is one of the nation's largest consumer financial services organizations with assets of more than $45 billion and shareholders' equity of $4.0 billion. Headquartered in Houston, it is a leading provider of retirement annuities, consumer loans, and life insurance. American General Corporation common stock is listed on the New York, Pacific, London, and Swiss stock exchanges. ##### -----END PRIVACY-ENHANCED MESSAGE-----