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
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.
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.
