SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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 11, 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 .
Check the following box if a fee is being paid with this
statement.
(Continued on following pages)
Page 1 of 7 Pages
<PAGE>
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,
Amendment No. 2 and Amendment No. 3 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).
Item 4. Purpose of Transaction.
On September 12, 1997, American General and Western jointly
announced a definitive agreement under which American
General will acquire the remaining 54.8% of the common
equivalent shares of Western for a total consideration
consisting of cash and American General common stock valued
at approximately $1.2 billion or $29.75 per share. The
transaction, which is subject to approval by Western's
shareholders and requisite regulatory authorities, will be
taxable for Western shareholders and is expected to close
in early 1998. The terms of the definitve agreement (filed
as Ehibit 7 hereto, the "Merger Agreement") are
incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
See response to Item 4 above. In connection with the
proposed merger, American General and Western agreed that,
notwithstanding the restrictions on voting and acquisition
of additional shares of Western capital stock contained in
the Shareholders' Agreement (Exhibit 4 and Exhibit 6 in
Item 7 below), the Shareholder's Agreement will not
prohibit consummation of the proposed merger or prohibit
American General from making a competing proposal following
receipt by Western of an Acquisition Proposal (as defined
in the Merger Agreement) from a third party.
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)
(incorporated by reference to Exhibit 2 to
Schedule 13D dated May 20, 1997 filed by
American General).
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).
Exhibit 7 Agreement and Plan of Merger, dated as of
September 11, 1997, among Western, American
General, and Astro Acquisition Corp.
(incorporated by reference to Exhibit 10.1
to Current Report on Form 8-K dated
September 12, 1997 filed by American
General).
* Filed Herewith<PAGE>
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: September 12, 1997 BY: /S/ PETER V. TUTERS
Name: Peter V. Tuters
Title: Senior Vice President
and Chief Investment Officer
AGC LIFE INSURANCE COMPANY
Date: September 12, 1997 BY: /S/ PETER V. TUTERS
Name: Peter V. Tuters
Title: Vice President and Chief
Investment Officer
<PAGE>
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
Gulf Coast Capital Corporation Officer, Gulf Coast Capital
8633 Antelope Drive Corporation
Houston, Texas 77063
W. Lipscomb Davis, Jr. Partner, Hillsboro
Hillsboro Enterprises 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
Pacific USA Holdings Corp. Holdings
110 East 59th Street, Fifth Corp.(real estate and
Floor thrift operations)
New York, New York 10002
Richard J.V. Johnson Chairman and Publisher, The
The Houston Chronicle Houston Chronicle
801 Texas Avenue (newspaper publishing)
Houston, Texas 77002
Michael E. Murphy Vice Chairman
Sara Lee Corporation Sara Lee Corporation
3 First National Plaza
Chicago, Illinois 60602
Jon P. Newton Vice Chairman, American
General Corporation
Robert E. Smittcamp President and Chief
Lyons-Magnus Co., Inc. Executive Officer,
1636 South Second Street Lyons-Magnus Co., Inc.
Fresno, California 93702 (food processor)
Anne M. Tatlock President, Fiduciary Trust
Fiduciary Trust Company Company International
International (investment management)
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
Ellen H. Masterson Senior Vice President and Chief Financial
Officer,
American General Corporation
Nicholas R. Rasmussen Senior Vice President -
Corporate Development,
American General Corporation
Carl J. Santillo Senior Vice President
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
