SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 1
Under the Securities Exchange Act of 1934
Western National Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
958845109
(CUSIP Number)
Nicholas R. Rasmussen, Senior Vice President
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)
December 23, 1994
(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 the statement . (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 5 Pages <PAGE>
13D CUSIP No. 958845109 Page 2 of 5 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 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
HC, CO <PAGE>
13D CUSIP No. 958845109 Page 3 of 5 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>
Page 4 of 5 Pages
American General Corporation ("American General") and AGC Life Insurance
Company ("AGC Life") hereby amend their statement on Schedule 13D relating to
the common stock of Western National Corporation as follows:
Item 5. Interest in Securities of the Issuer
(a)(c) On December 23, 1994, the transaction contemplated by the Stock
Purchase Agreement dated December 2, 1994, between American
General and Conseco Investment Holding Company was completed.
Accordingly, American General may be deemed to beneficially own,
through its wholly owned subsidiary, AGC Life, 24,947,500 shares
or 40% of Western's issued and outstanding common stock.
<PAGE>
Page 5 of 5 Pages
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: December 29, 1994 BY: /s/ NICHOLAS R. RASMUSSEN
Nicholas R. Rasmussen
Senior Vice President
AGC LIFE INSURANCE COMPANY
Date: December 29, 1994 BY: /s/ ALLEN A. MCCAMPBELL, JR.
Allen A. McCampbell, Jr.
Senior Vice President
<PAGE>
