In moves that could lead to a bid for control of a prominent local insurance company, American General Corp. of Houston has quietly acquired 10 per cent of the stock of Equitable General Corp. of Vienna.
The 315,000 shares were purchased July 27 for $8.2 million from Commercial Credit Corp. of Baltimore, filings with the Securities and Exchange Commission show.
In addition, American General told the SEC it has an option from Commercial Credit to buy another one per cent of Equitable Gentral and plans to boost its holdings to 20 per cent of the company.
An American General spokesman in Houston insisted the purchase is "strictly an investment" for the company.
But reports filed with the SEC and the Virginia Insurance Commissioner raise the prospect of an attempt to take over Equitable General.
Through saying it "does not presently have any plan to acquire control" of Equitable General. American General said its purchase "may be considered more than a passive investment."
The $4.5 billion Texas company told the SEC it "may suggest business strategy, which might include acquisitions, disposals, changes in dividend policy or management" of Equitable General and "may also propose merger or takeover."
Equitable General has been considered ripe for a takeover for some time, said Patrick Ryan, vice president and director of trading for Reynolds Security, which maintains a market in the stock.
He said Equitable General has the same attributes that spawned the recent bidding war for Babcock and Wilcox the attempted take over of Pizza Hut by Pepsi Cola, and other similiar acquisitions. The company has raised its earnings and its dividends steadily in recent years. Ryan noted: As recently as two months ago the stock was trading in the $17 range when Equitable General's book value was around $26 per share.
American General paid $26.25 per share for the stock, which traded yesterday at $24.75, pushed up by rumors about the company, Ryan said.
American General paid $2,756,250 in cash and a 12-year note for $5,512,500 for 315,000 shares of Equitable General and obtained a 90-day option, at the same price, to purchase an additional 37,666 shares owned by commercial credit.
Equitable General chairman Charles Phillips could not be reached for comment. Phillips owns about 450,000 of Equitable General's 3.2 million outstanding shares of common stock. His is the largest block of the shares, which are traded over the counter and widely held in the Washington area.
Equitable General's primary business is selling life insurance door-to-door.
Though the large block of Equitable General shares changed hands nearly a month ago, the transaction was never publically announced. Both buyer and seller said yesterday they assumed the other party of Equitable General would announce the sale.
The initial purchase amounted to 9.8 per cent of Equitable General's shares; the option is for another 1.1 per cent.
The shares were not sold in a single block because Virginia insurance law presumes any holder of more than 10 per cent of the stock of an insurance company has some control of the company and is subject to state regulation.
American General filed a disclaimer of control with the Virginia Insurance Commission, contending it would not control Equitable General even if it boosted its holdings to 20 per cent of the company.
The state has yet to decide whether it has jurisdiction in the sale, while awaiting information from Equitable General, a spokesman said.