-----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, TlrvNhpY4yMYRAoK/nUvVmZl/wtBLkb/nwsH2QVyvDXYjTktTMYVmLj5MwgKcn7B 6tFZHwl9usLV4fKJLjEyOw== 0000005103-96-000036.txt : 19961003 0000005103-96-000036.hdr.sgml : 19961003 ACCESSION NUMBER: 0000005103-96-000036 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961002 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: 1934 Act SEC FILE NUMBER: 005-43413 FILM NUMBER: 96638285 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. 2) 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 17, 1996 (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 Rule13d-1(b)(3) or (4), check the following box . Check the following box if a fee is being paid with thestatement. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class. See Rule 13d-7.) (Continued on following pages) Page 1 of 10 Pages CUSIP No. 958845109 13D Page 2 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AMERICAN GENERAL CORPORATION IRS #74-0483432 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, OO 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF 7 SOLE VOTING POWER SHARES 7,254,4641 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 24,947,500 EACH 9 SOLE DISPOSITIVE POWER REPORTING 7,254,4641 PERSON 10 SHARED DISPOSITIVE POWER WITH 24,947,500 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,201,964 2 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES X 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.2% 14 TYPE OF REPORTING PERSON HC, CO 1 Represents the shares of common stock issuable upon conversion of 7,254,464 shares of Series A Participating Convertible Preferred Stock (see Item 5). 2 Includes (i) 7,254,464 shares of common stock as reported in Row 7, and (ii) 24,497,500 shares of common stock held by a subsidiary as reported in Row 8. CUSIP No. 958845109 13D Page 3 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AGC LIFE INSURANCE COMPANY IRS #76-0030921 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, OO 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Missouri NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 24,947,500 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 24,947,500 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,947,500 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES X 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40% 14 TYPE OF REPORTING PERSON IC Page 4 of 10 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 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). An updated list of the executive officers and directors of AGC Life is attached hereto as Exhibit 2 in response to Item 2(a)-(c). Item 3. Source and Amount of Funds and Other Consideration. (1) On September 30, 1996, American General acquired 7,254,464 shares of Series A Participating Convertible Preferred Stock of Western (such 7,254,464 shares being hereinafter referred to as the "Preferred Shares") for an aggregate purchase price of $130 million in cash (or $17.92 per share). The source of the cash consideration was working capital of American General. At closing, American General delivered to Western the purchase price net, a 3% discount ($.54 per share or, in the aggregate, $3.9 million)in lieu of an underwriting fee. (2) The nature (cash) and amount ($17.92 per share or, in the aggregate, $130 million) of the consideration were arrived at through arms' length negotiations. Item 4. Purpose of Transaction. American General has acquired the Preferred Shares, and intends to acquire the common stock issuable upon conversion of the Preferred Shares ("Underlying Common Shares"), for investment and not with the purpose nor with the effect of changing or influencing the control of Western, nor in connection with or as a participant in any transaction having such purpose or effect. American General, AGC Life and Western executed an amendment to the Shareholder's Agreement (see Item 7, Exhibit 6) to include the Preferred Shares and the Underlying Common Shares. Item 5. Interest in Securities of Issuer. Item 5 of the Statement is hereby amended and restated in its entirety, as follows: (a) American General may be deemed to beneficially own an aggregate of 32,201,964 shares or 46.2% of Western's issued and outstanding shares of common stock. Such shares include (i) the 24,947,500 shares acquired on December 23, 1994 by its wholly owned subsidiary, AGC Life, pursuant to that certain Stock Purchase Agreement dated December 2, 1994 between American General and Conseco Investment Holding Company (see Item September 17, 1996 by American General pursuant to that certain Stock Purchase Agreement dated September 13, 1996 between American General and Western (see Item 7, Exhibit 5). Upon satisfaction of the Conversion Condition, each of the Preferred Shares will automatically convert into one share of Western's common stock. The "Conversion Condition" is (i) the approval of the holders of Western's common stock at any annual or special meeting of shareholders at which a quorum is present or (ii) receipt of a written determination by the New York Stock Exchange that the rules and regulations of such Exchange do not require shareholder approval of such issuance. A poll of the executive officers and directors of American General and AGC Life indicates that, with the exception of Mr. Robert M. Devlin (executive officer and director of American General), none of them owns any of Western's common stock. Mr.Devlin continues to hold 10,000 shares or approximately .0002% of the issued and outstanding shares of Western's common stock previously reported in the initial Statement. On September 18, 1995, Mr. Brady F. Carruth (director of American General) sold all of the 1,000 shares or approximately .0002% of the issued and outstanding shares of Western's common stock which he held and which were previously reported in the initial Statement. Page 5 of 10 (b) American General and AGC Life may be deemed to have shared power to vote or to direct the vote and to dispose or direct the disposition of the 24,947,500 shares of Western's common stock held by AGC Life, subject to the terms of the amended Shareholder's Agreement (see Item 7, Exhibits 4 and 6). Upon issuance of the Underlying Common Shares, at conversion of the Preferred Shares, American General will have sole power to vote or to direct the vote and to dispose or direct the disposition of the Underlying Common Shares, subject to the terms of the amended Shareholder's Agreement (see Item 7, Exhibits 4 and 6) American General and AGC Life know of no other person who will have the power to vote or to direct the vote and to dispose or to direct the disposition of the securities reported herein. Mr. Devlin has advised American General that he has the sole power to vote or to direct the vote and to dispose or to direct the disposition of his shares reported in Item 5(a) above. (c) There have been no transactions in the securities reported herein during the past 60 days, other than the acquisition ofthe Preferred Shares reported above in Item 3. (d) American General and AGC Life know of no other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the securities reported herein. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings and Relationships with Respect to Securities of the Issuer. The documents listed below are added in response to Item 6: Stock Purchase Agreement dated September 13, 1996 between American General and Western (see Item 7, Exhibit 5). Amendment No. 1 to Shareholder's Agreement dated September 13, 1996 among American General, AGC Life and Western (see Item 7, Exhibit 6). 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). 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). Page 6 of 10 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: October 2, 1996 BY: /s/ PETER V. TUTERS Name: Peter V. Tuters Title: Senior Vice President and Chief Financial Officer AGC LIFE INSURANCE COMPANY Date: October 2, 1996 BY: /s/ PETER V. TUTERS Name: Peter V. Tuters Title: Vice President and Chief Financial Officer EX-1 2 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 Brady F. Carruth President & Chief Executive Officer, Gulf Coast Capital Gulf Coast Capital Corporation. Corporation 8633 Antelope Drive Houston, Texas 77063 W. Lipscomb Davis, Jr. Partner, Hillsboro Enterprises Hillsboro Enterprises (investments). 201 4th Ave. North, Suite 1390 Nashville, Tennessee 37219 Robert M. Devlin President, American General Corporation. Harold S. Hook Chairman and Chief Executive Officer, American General Corporation. Larry D. Horner Chairman, Pacific USA Holdings Corp. Pacific USA Holdings Corp. (real estate and thrift operations). 110 East 59th Street, Fifth Floor New York, New York 10002 Richard J.V. Johnson Chairman and Publisher, The Houston The Houston Chronicle Chronicle (newspaper publishing). 801 Texas Avenue Houston, Texas 77002 Jon P. Newton Vice Chairman and General Counsel, American General Corporation. Page 8 of 10 Present Principal Name and Business Address Occupation or Employment DIRECTORS (continued) Robert E. Smittcamp President and Chief Executive Officer Lyons-Magnus Co., Inc. Lyons-Magnus Co., Inc. 1636 South Second Street (food processor) Fresno, California 93702 Anne M. Tatlock President, Fiduciary Trust Company Fiduciary Trust Company International. (investment management) International 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. Albert E. Haines Senior Vice President - Administration, American General Corporation. Nicholas R. Rasmussen Senior Vice President - Corporate Development, American General Corporation. Carl J. Santillo Senior Vice President - Finance, 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. EX-2 3 Page 9 of 10 EXHIBIT 2 DIRECTORS AND EXECUTIVE OFFICERS OF AGC LIFE INSURANCE COMPANY The following information is provided with regard to the directors and executive officers of AGC Life Insurance Company ("AGC Life"), a life insurance company. The business address for each of the directors and executive officers of AGC Life is American General Center, Nashville, Tennessee 37250, unless otherwise indicated. Present Principal Name and Business Address Occupation or Employment DIRECTORS Kent E. Barrett Senior Vice President, Controller and Treasurer, AGC Life. James S. D'Agostino, Jr. Chairman and Chief Executive Officer, AGC Life. Robert M. Devlin President, American General American General Corporation Corporation. 2929 Allen Parkway Houston, Texas 77019 Marcus C. Gibbs Senior Vice President - Customer Service, AGC Life. Harold S. Hook Chairman and Chief Executive American General Corporation Officer, American General 2929 Allen Parkway Corporation. Houston, Texas 77019 Joe Kelley President, AGC Life. Leo Lebos, Jr. Senior Vice President and Chief Actuary, AGC Life. Jon P. Newton Vice Chairman and General Counsel American General Corporation American General Corporation. 2929 Allen Parkway Houston, Texas 77019 Donald J. Tasser Senior Vice President and Chief Marketing Officer, AGC Life. Page 10 of 10 Present Principal Name and Business Address Occupation or Employment DIRECTORS (continued) Peter V. Tuters Senior Vice President and Chief American General Corporation Investment Officer, American 2929 Allen Parkway General Corporation. Houston, Texas 77019 EXECUTIVE OFFICERS (In addition to those Executive Officers who are also Directors) Michael J. Buckley Senior Vice President - Marketing, AGC Life. Rex H. Roberts Associate General Counsel and Secretary, AGC Life. -----END PRIVACY-ENHANCED MESSAGE-----