-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RxlXqEoxLchkvPqbmM08ROmHUP8DWlYWAjV5haa0crj/fiR7OYxyMm70wRKX+TRv CK5gMS2NwXdGz6xLaYbTHA== 0000005103-97-000066.txt : 19970918 0000005103-97-000066.hdr.sgml : 19970918 ACCESSION NUMBER: 0000005103-97-000066 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970912 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN NATIONAL CORP CENTRAL INDEX KEY: 0000913202 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 752502064 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43413 FILM NUMBER: 97679700 BUSINESS ADDRESS: STREET 1: 5555 SAN FELIPE ROAD STE 900 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7138887805 MAIL ADDRESS: STREET 1: 5555 SAN FELIPE STREET 2: SUITE 900 CITY: HOUSTON STATE: TX ZIP: 77056 FILED BY: 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: SC 13D/A BUSINESS ADDRESS: STREET 1: 2929 ALLEN PKWY CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 7135221111 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Western National Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 958845109 (CUSIP Number) Peter V. Tuters, Senior Vice President and Chief Investment Officer American General Corporation, 2929 Allen Parkway, Houston TX 77019 (713) 522-1111 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 11, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . Check the following box if a fee is being paid with this statement. (Continued on following pages) Page 1 of 7 Pages American General Corporation ("American General") and AGC Life Insurance Company ("AGC Life") hereby amend their statement on Schedule 13D, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto (the "Statement"), relating to the common stock of Western National Corporation ("Western") as follows: Item 2. Identity and Background. (a)-(c) An updated list of the executive officers and directors of American General is attached hereto as Exhibit 1 in response to Item 2(a)-(c). Item 4. Purpose of Transaction. On September 12, 1997, American General and Western jointly announced a definitive agreement under which American General will acquire the remaining 54.8% of the common equivalent shares of Western for a total consideration consisting of cash and American General common stock valued at approximately $1.2 billion or $29.75 per share. The transaction, which is subject to approval by Western's shareholders and requisite regulatory authorities, will be taxable for Western shareholders and is expected to close in early 1998. The terms of the definitve agreement (filed as Ehibit 7 hereto, the "Merger Agreement") are incorporated herein by reference. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. See response to Item 4 above. In connection with the proposed merger, American General and Western agreed that, notwithstanding the restrictions on voting and acquisition of additional shares of Western capital stock contained in the Shareholders' Agreement (Exhibit 4 and Exhibit 6 in Item 7 below), the Shareholder's Agreement will not prohibit consummation of the proposed merger or prohibit American General from making a competing proposal following receipt by Western of an Acquisition Proposal (as defined in the Merger Agreement) from a third party. Item 7. Material to be filed as Exhibits. The list of exhibits is updated as follows: Exhibit 1 Executive Officer and Director List for American General in response to Item 2(a)-(c).* Exhibit 2 Executive Officer and Director List for AGC Life in response to Item 2(a)-(c) (incorporated by reference to Exhibit 2 to Schedule 13D dated May 20, 1997 filed by American General). Exhibit 3 Stock Purchase Agreement dated December 2, 1994 between American General and Conseco Investment Holding Company in response to Item 5(a) (incorporated by reference to Exhibit 3 to Schedule 13D dated December 2, 1994 filed by American General). Exhibit 4 Shareholder's Agreement dated December 2, 1994 between American General and Western in response to Item 5(b). (incorporated by reference to Exhibit 4 to Schedule 13D dated December 2, 1994 filed by American General). Exhibit 5 Stock Purchase Agreement dated September 13, 1996 between American General and Western in response to Item 5(a) and Item 6 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K/A dated September 17, 1996 filed by Western). Exhibit 6 Amendment No. 1 to Shareholder's Agreement dated September 13, 1996 among American General, AGC Life and Western in response to Item 5(b) and Item 6 (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K/A dated September 17, 1996 filed by Western). Exhibit 7 Agreement and Plan of Merger, dated as of September 11, 1997, among Western, American General, and Astro Acquisition Corp. (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K dated September 12, 1997 filed by American General). * Filed Herewith SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. AMERICAN GENERAL CORPORATION Date: September 12, 1997 BY: /S/ PETER V. TUTERS Name: Peter V. Tuters Title: Senior Vice President and Chief Investment Officer AGC LIFE INSURANCE COMPANY Date: September 12, 1997 BY: /S/ PETER V. TUTERS Name: Peter V. Tuters Title: Vice President and Chief Investment Officer EXHIBIT 1 DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN GENERAL CORPORATION The following information is provided with regard to the directors and executive officers of American General Corporation, a holding company. The business address for each of the directors and executive officers of American General is 2929 Allen Parkway, Houston, Texas 77019, unless otherwise indicated. Present Principal Name and Business Address Occupation or Employment DIRECTORS J. Evans Attwell Partner, Vinson & Elkins L.L.P. Vinson & Elkins L.L.P. (attorneys) 2500 First City Tower 1001 Fannin Houston, Texas 77002-6760 James S. D'Agostino, Jr. President, American General Corporation Brady F. Carruth President & Chief Executive Gulf Coast Capital Corporation Officer, Gulf Coast Capital 8633 Antelope Drive Corporation Houston, Texas 77063 W. Lipscomb Davis, Jr. Partner, Hillsboro Hillsboro Enterprises Enterprises (investments) 201 4th Ave. North, Suite 1390 Nashville, Tennessee 37219 Robert M. Devlin Chairman and Chief Executive Officer, American General Corporation Larry D. Horner Chairman, Pacific USA Pacific USA Holdings Corp. Holdings 110 East 59th Street, Fifth Corp.(real estate and Floor thrift operations) New York, New York 10002 Richard J.V. Johnson Chairman and Publisher, The The Houston Chronicle Houston Chronicle 801 Texas Avenue (newspaper publishing) Houston, Texas 77002 Michael E. Murphy Vice Chairman Sara Lee Corporation Sara Lee Corporation 3 First National Plaza Chicago, Illinois 60602 Jon P. Newton Vice Chairman, American General Corporation Robert E. Smittcamp President and Chief Lyons-Magnus Co., Inc. Executive Officer, 1636 South Second Street Lyons-Magnus Co., Inc. Fresno, California 93702 (food processor) Anne M. Tatlock President, Fiduciary Trust Fiduciary Trust Company Company International International (investment management) 2 World Trade Center, Suite 9400 New York, New York 10048-0772 EXECUTIVE OFFICERS (In addition to those Executive Officers who are also Directors) Michael G. Atnip Senior Vice President - Operations Support, American General Corporation Mark S. Berg Senior Vice President and General Counsel, American General Corporation Albert E. Haines Senior Vice President - Administration, American General Corporation Ellen H. Masterson Senior Vice President and Chief Financial Officer, American General Corporation Nicholas R. Rasmussen Senior Vice President - Corporate Development, American General Corporation Carl J. Santillo Senior Vice President American General Corporation Peter V. Tuters Senior Vice President and Chief Investment Officer, American General Corporation James L. Gleaves Vice President and Treasurer, American General Corporation Pamela J. Penny Vice President and Controller, American General Corporation John A. Adkins Associate General Counsel and Corporate Secretary, American General Corporation -----END PRIVACY-ENHANCED MESSAGE-----