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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): September 11, 1997
WESTERN NATIONAL CORPORATION
(Exact name of registrant as specified in charter)
Delaware 1-12540 75-2502064
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
5555 San Felipe Road, Suite 900 Houston, Texas 77056
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 888-7800
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Item 5. Other Events
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American General Corporation ("AGC") and Western National Corporation
("Western National") today jointly announced a definitive agreement under
which AGC will acquire the remaining 54.8% of the common equivalent shares of
Western National not currently owned by AGC for a total consideration
consisting of cash and AGC common stock valued at approximately $1.2 billion,
or $29.75 per share, subject to adjustment under certain circumstances. The
transaction, which is subject to approval by Western National's shareholders
and requisite regulatory authorities, will be taxable to Western National
shareholders and is expected to close in early 1998.
Item 7. Financial Statements,Pro FormaFinancial Information and Exhibits.
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(c) Exhibits
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Exhibit Number
10.1 Agreement and Plan of Merger, dated as of September 11,
1997, among Western National, AGC, and Astro Acquisition Corp.
(Incorporated by reference to Exhibit 10.1 to American General
Corporation's Form 8-K, dated September 11, 1997, File No. 1-7981).
99.1 News Release issued September 12, 1997.
(Incorporated by reference to Exhibit 99.1 to American General
Corporation's Form 8-K, dated September 11, 1997, File No. 1-7981).
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
WESTERN NATIONAL CORPORATION
Dated: September 12, 1997 By: /s/ Richard W. Scott
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Name: Richard W. Scott
Title: Vice Chairman
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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10.1 Agreement and Plan of Merger, dated as of September 11, 1997,
among Western National Corporation, American General Corporation, and Astro
Acquisition Corp.
99.1 News Release issued September 12, 1997.
