SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Final Amendment)
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)
February 25, 1998
(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 5 Pages
<PAGE>
CUSIP No. 958845109
13D
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
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
69,754,641
EACH
REPORTING
9
SOLE DISPOSITIVE POWER
0
PERSON
WITH
10
SHARED DISPOSITIVE POWER
69,754,641
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,754,641
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14
TYPE OF REPORTING PERSON
HC, CO
<PAGE>
CUSIP No. 958845109
13D
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
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
69,754,641
EACH
REPORTING
9
SOLE DISPOSITIVE POWER
0
PERSON
WITH
10
SHARED DISPOSITIVE POWER
69,754,641
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,754,641
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
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, Amendment No. 2, Amendment No. 3 and
Amendment No. 4 thereto (the "Statement"), relating to the common stock
of Western National Corporation ("Western") as follows:
Item 3. Source and Amount of Funds and Other Consideration.
The 37,552,677 shares of Common Stock of Western acquired by American
General on February 25, 1998 upon consummation of the Merger described
in Item 4, below, were acquired with a combination of 50% American
General Common Stock (approximately 10.2 billion) and 50% cash
(approximately $580 million). The cash portion of the purchase price was
obtained through short-term borrowing in the commercial paper market.
Item 4. Purpose of Transaction.
On February 25, 1998, American General and Western jointly announced the
completion of the acquisition of the remaining 54% of Western National
Corporation for $1.2 billion. The transaction was consummated following
the approval by Western National shareholders. Western National, with
assets of $12 billion and shareholders' equity of $1.1 billion, is the
nation's leading provider of fixed annuities marketed through financial
institutions.
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 69,754,641 shares
or 100% of Western's issued and outstanding shares of 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 69,754,641 shares of Western's common stock held
by American General, subject to the terms of the amended
Shareholder's Agreement dated as of September 13, 1996. 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.
(c) There have been no transactions in the securities reported herein
during the past 60 days, other than the consummation of the Merger
reported above in Item 4.
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: February 25, 1998 BY: /S/ PETER V. TUTERS
Name: Peter V. Tuters
Title: Senior Vice President and Chief
Investment Officer
AGC LIFE INSURANCE COMPANY
Date: February 25, 1998 BY: /S/ PETER V. TUTERS
Name: Peter V. Tuters
Title: Vice President and Chief
Investment Officer
