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): February 18, 1998
AMERICAN GENERAL CORPORATION
(Exact name of registrant as specified in charter)
Texas
(State or other jurisdiction of incorporation)
1-7981 74-0483432
(Commission File No.) (IRS employer
identification no.)
2929 Allen Parkway, Houston, Texas 77019
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (713) 522-1111
ITEM 5. OTHER EVENTS.
On February 18, 1998, American General Corporation (the
"Company") issued a press release announcing the closing date and
exchange ratio in connection with the merger of Astro Acquisition
Corp., an indirect wholly-owned subsidiary of the Company, with and
into Western National Corporation (the "Merger").
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits. The following Exhibit is filed as part of this
Report:
(1) Press Release issued by American General
Corporation and Western National Corporation on
February 18, 1998 regarding the announcement of
the closing date and the exchange ratio with
respect to the Merger. [TEXT BOX CONTENTS: 1]
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
AMERICAN GENERAL CORPORATION
By: /s/ Nicholas R. Rasmussen
Name: Nicholas R. Rasmussen
Title: Senior Vice President
Corporate Development
Dated: February 19, 1998
EXHIBIT INDEX
Exhibit
No. Description
1 Press Release issued by American General Corporation and
Western National Corporation on February 18, 1998 regarding
the announcement of the closing date and the exchange ratio
with respect to the Merger.
Exhibit 1 AMERICAN GENERAL WESTERN NATIONAL
--------- ---------------- ----------------
[American General David W. Entrekin or John E. Pluhowski Parick E. Grady
Logo] Vice President - Director-Corporate Vice President
Investor Relations Communications Investor
(212) 446-3109 (713) 831-1149 Relations
(713) 888-7848
FOR IMMEDIATE RELEASE
---------------------
AMERICAN GENERAL ANNOUNCES CLOSING DATE AND EXCHANGE RATIO
FOR WESTERN NATIONAL CORPORATION ACQUISITION
Houston, February 18, 1998 American General Corporation (NYSE:
AGC) and Western National Corporation (NYSE: WNH) today jointly
announced that American General expects to complete the $1.2 billion
acquisition of the remaining 54% of Western National on February 25,
1998. The transaction, which was announced on September 12, 1997, is
subject only to approval by Western National shareholders at a meeting
to be held on February 25, 1998.
Western National shareholders will receive consideration valued at
$30.8951 for each share of Western National common stock. Shareholders
may elect to have each share of their Western National common stock
converted into 0.5413 shares of American General common stock or
$30.8951 in cash. Elections for cash and American General common stock
are each limited to no more than 50% of the aggregate consideration.
The number of diluted shares outstanding will increase from 253.2
million to approximately 264.1 million as a result of the transaction.
Both the exchange ratio and cash consideration were computed using
an average price of $57.0719 per share of American General common
stock. This average was determined by the average of the daily high and
low price of American General common stock during the 10 consecutive
trading days ending on February 18, 1998.
Elections must be made using the Form of Election and Letter of
Transmittal previously made available to Western National shareholders,
and must be received, together with appropriate share certificates or
notice of guaranteed delivery, by First Chicago Trust Company of New
York, the Exchange Agent, no later than 5:00 p.m. EST on February 23,
1998. A description of the election and allocation procedures is
included in the Proxy Statement/Prospectus previously delivered to
Western National shareholders. Western National shareholders
requesting additional information or a Form of Election and Letter of
Transmittal should contact Morrow & Company, Inc., the Information
Agent, by calling (800) 662-5200.
In December 1994, American General acquired 40% of Western
National for $274 million or $11 per share. American General increased
its ownership interest in Western National to 46% in September 1996 for
$130 million or $17.92 per share.
Founded in 1944 and headquartered in Houston, Texas, Western
National Corporation is a leading provider of retirement annuity
products. The company has assets of more than $11 billion and annuity
reserves of $10 billion. Western National is the parent company
of Western National Life Insurance Company, one of the largest life
insurance companies in the United States.
__________________________________________________
American General Corporation is one of the nation's largest
diversified financial services organizations with assets of $81 billion
and shareholders' equity of $7.6 billion. Headquartered in Houston, it
is a leading provider of retirement services, life insurance, and
consumer loans to 12 million customers. American General common stock
is listed on the New York, Pacific, London, and Swiss stock exchanges.
