-----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, HxNATbWdUURJW3JbQ+V9bUwas90UILn8BH74E8WGtXIARJEbwqdvtqsjqgNonx7C fTjJ2GifgWDKJ1wvLjdYRA== 0000005103-97-000019.txt : 19970610 0000005103-97-000019.hdr.sgml : 19970610 ACCESSION NUMBER: 0000005103-97-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970609 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: 97621127 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. 3) 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) May 20, 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 . (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 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 SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 32,201,964 EACH REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 32,201,964 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,201,964 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.2% 14 TYPE OF REPORTING PERSON HC, CO 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 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 SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 32,201,964 EACH REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 32,201,964 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,201,964 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.2% 14 TYPE OF REPORTING PERSON IC 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 and Amendment No. 2 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. All of the 7,254,464 shares of Series A Participating Preferred Stock of Western (such 7,254,464 shares being hereinafter referred to as the "Preferred Shares") acquired by American General on September 30, 1996, were subsequently transferred to AGC Life. On May 20, 1997, the Preferred Shares automatically converted into 7,254,464 shares of Western's common stock (the "Underlying Common Shares") in accordance with the conversion terms of the Preferred Shares. The conversion was triggered by the approval of the holders of Western's common stock at the issuer's annual meeting on May 20, 1997. Item 4. Purpose of Transaction. The Underlying Common Shares were acquired 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. Item 5. Interest in Securities of Issuer. (a) American General may be deemed to beneficially own, through its wholly owned subsidiary AGC Life, an aggregate of 32,201,964 shares or 46.2% of Western's issued and outstanding shares of common stock. Robert M. Devlin, who serves as an executive officer and director of American General and as a director of AGC Life, has advised American General that he owns 10,000 shares or approximately .0002% of the issued and outstanding shares of Western's common stock. The poll of the directors of AGC Life has not been completed and, if necessary, an amendment will be filed if any of such directors owns shares of Western's common stock. (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 32,201,964 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). 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 conversion of the Preferred Shares reported above in Item 3. 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). 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: June 6, 1997 BY: /s/ PETER V. TUTERS Name: Peter V. Tuters Title: Senior Vice President and Chief Financial Officer AGC LIFE INSURANCE COMPANY Date: June 6, 1997 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 James S. D'Agostino, Jr. President, American General Corporation Brady F. Carruth President & Chief Executive Officer, Gulf Coast Capital Corporation Gulf Coast Capital 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 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, American General Corporation 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. (food processor) 1636 South Second Street 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 Mark S. Berg Senior Vice President and General Counsel, 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 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 - Finance and Treasurer, AGC Life Michael J. Buckley Senior Vice President - Marketing, AGC Life James S. D'Agostino, Jr. President, American General Corporation American General Corporation 2929 Allen Parkway Houston, Texas 77019 Robert M. Devlin Chairman and Chief Executive Officer, American General Corporation American General Corporation 2929 Allen Parkway Houston, Texas 77019 Marcus C. Gibbs Senior Vice President - Management Information Services, AGC Life Joe Kelley President and Chief Executive Officer, AGC Life Leo Lebos, Jr. Senior Vice President and Chief Actuary, AGC Life Bill B. Luther Vice Chairman, AGC Life Elaine A. McReynolds Senior Vice President - - Insurance Services, AGC Life Jon P. Newton Vice Chairman, American General Corporation American General Corporation 2929 Allen Parkway Houston, Texas 77019 Present Principal Name and Business Address Occupation or Employment DIRECTORS (continued) Donald J. Tasser Senior Vice President and Chief Marketing Officer, AGC Life Peter V. Tuters Senior Vice President and Chief Investment American General Corporation Officer, American General Corporation 2929 Allen Parkway Houston, Texas 77019 EXECUTIVE OFFICERS (In addition to those Executive Officers who are also Directors) Rex H. Roberts Associate General Counsel and Secretary, AGC Life -----END PRIVACY-ENHANCED MESSAGE-----