HOUSTON, Feb. 18 /PRNewswire/ -- 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
either 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 this transaction.
Both the exchange ratio and cash consideration were computed using an
average price of $57.0719 per share for 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 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.
SOURCE American General Corporation
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fax, 800-758-5804, ext. 114643
CONTACT:
David W. Entrekin, Vice President - Investor
Relations, 212-446-3109, or John E. Pluhowski, Director -
Corporate Communications, 713-831-1149, both of American General
Corporation; or Patrick E. Grady, Vice President - Investor
Relations of Western National Corporation, 713-888-7848
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