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
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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
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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.
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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
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Corporation common stock is listed on the New York, Pacific, London, and Swiss
stock exchanges.
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