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
<PAGE>
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
<PAGE>
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
<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 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.
<PAGE>
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>
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
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
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
<PAGE>
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
