WNL SERIES TRUST
WNL SEPARATE ACCOUNT A
Supplement dated December 31, 1997 to Prospectuses dated May 1, 1997
The following supplements certain information appearing in the prospectuses
dated May 1, 1997 of WNL Series Trust (the "Trust") and WNL Separate Account A.
MANAGEMENT OF THE TRUST
Investment Adviser - WNL Investment Advisory Services, Inc.
A subsidiary of American General Corporation ("AGC") currently owns 46.2% of the
outstanding common stock of Western National, the Adviser's parent. References
to "American General" are references to AGC and its direct and indirect
majority-controlled subsidiaries. On September 12, 1997, American General and
Western National jointly announced a definitive agreement under which American
General will acquire the remaining 54% of the common stock of Western National
for a total consideration consisting of cash and American General common stock
valued at approximately $1.2 billion, or $29.75 per share, subject to adjustment
in certain circumstances. The transaction has been approved by the boards of
directors of both American General and Western National, and by a special
committee of Western National's board of directors. The transaction, which is
subject to approval by Western National's shareholders and requisite regulatory
authorities, will be taxable to Western National's shareholders and is expected
to close in early 1998.
Sub-Adviser - OpCap Advisors ("Advisors")
On November 4, 1997 PIMCO Advisors L.P. ("PIMCO Advisors"), a registered
investment adviser with $125 billion in assets under management as of September
30, 1997 through various subsidiaries, and its affiliates acquired control of
Oppenheimer Capital and its subsidiary Advisors, the Sub-Adviser for the
EliteValue Asset Allocation Portfolio (the "Portfolio") of the Trust. A new
Sub-Advisory Agreement (containing substantially identical terms as the previous
Sub-Advisory Agreement) between Advisors, WNL Investment Advisory Services and
the Trust became effective on November 5, 1997. The new Sub-Advisory Agreement
was approved by the shareholders of the Portfolio at a Special Meeting of
Shareholders held on July 17, 1997. As of September 30, 1997, Oppenheimer
Capital and its subsidiaries, including Advisors, had $60.9 billion in assets
under management.
PIMCO Partners, G.P. ("PIMCO GP") owns approximately 42.83% and 66.37%
respectively of the total outstanding Class A and Class B units of limited
partnership interest ("Units") of PIMCO Advisors and is PIMCO Advisors' sole
general partner. PIMCO GP is a California general partnership with two general
partners. The first of these is Pacific Investment Management Company, which is
a California Corporation and is wholly-owned by Pacific Financial Asset
Management Company, a direct subsidiary of Pacific Life Insurance Company
("Pacific Life").
PIMCO Partners L.L.C. ("PPLLC"), a California limited liability company, is
the second, and managing general partner of PIMCO GP. PPLLC's members are the
Managing Directors (the "PIMCO Managers") of Pacific Investment Management
Company, a subsidiary of PIMCO Advisors (the "PIMCO Subpartnership"). The PIMCO
Managers are: William H. Gross, Dean S. Meiling, James F. Muzzy, William F.
Podlich, III, Frank B. Rabinovitch, Brent R. Harris, John L. Hague, William S.
Thompson Jr., William C. Powers, David H. Edington, Benjamin Trosky, William R.
Benz, II and Lee R. Thomas, III.
PIMCO Advisors is governed by an Operating Board and an Equity Board.
Governance matters are allocated generally to the Operating Board and the
Operating Board delegates to the Operating Committee the authority to manage
day-to-day operations of PIMCO Advisors. The Operating Board is composed of
twelve members, including the chief executive officer of the PIMCO
Subpartnership as Chairman and six PIMCO Managers designated by the PIMCO
Subpartnership.
The authority of PIMCO Advisors' Operating Board and Operating Committee to
take certain specified actions is subject to the approval of PIMCO Advisors'
Equity Board. Equity Board approval is required for certain major transactions
(e.g., issuance of additional PIMCO Advisors' Units and appointment of PIMCO
Advisors' chief executive officer). In addition, the Equity Board has
jurisdiction over matters such as actions which would have a material effect
upon PIMCO Advisors' business taken as a whole and (after an appeal from an
Operating Board decision) matters likely to have a material adverse economic
effect on any subpartnership of PIMCO Advisors. The Equity Board is composed of
twelve members, including the chief executive officer of PIMCO Advisors, three
members designated by a subsidiary of Pacific Life, the chairman of the
Operating Board and two members designated by PPLLC.
Because of its power to appoint (directly or indirectly) seven of the
twelve members of the Operating Board as described above, the PIMCO
Subpartnership may be deemed to control PIMCO Advisors. Because of direct or
indirect power to appoint 25% of the members of the Equity Board, (i) Pacific
Life and (ii) the PIMCO Managers and/or the PIMCO Subpartnership may each be
deemed, under applicable provisions of the Investment Company Act, to control
PIMCO Advisors. Pacific Life, the PIMCO Subpartnership and the PIMCO Managers
disclaim such control.
