-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VWoqOo4Pe1KqnGpJYEr78VfRgTt3KrJHwM4d9UE/IPrL8/7NHbJ21vG1+jh/cRZ7 ihXMzpdhFFRfR5ULLDHUMg== 0000912057-01-525318.txt : 20010727 0000912057-01-525318.hdr.sgml : 20010727 ACCESSION NUMBER: 0000912057-01-525318 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20010726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN GENERAL FINANCE CORP CENTRAL INDEX KEY: 0000025598 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 350416090 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-65886 FILM NUMBER: 1689564 BUSINESS ADDRESS: STREET 1: 601 NW SECOND ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124248031 FORMER COMPANY: FORMER CONFORMED NAME: CREDITHRIFT FINANCIAL CORP DATE OF NAME CHANGE: 19890330 S-3 1 a2054611zs-3.txt FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 2001 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- AMERICAN GENERAL FINANCE CORPORATION (Exact name of registrant as specified in its charter) INDIANA 35-0416090 (State or other jurisdiction (I.R.S. Employer of Identification Number) incorporation or organization)
-------------------------- 601 N.W. SECOND STREET EVANSVILLE, INDIANA 47708 (812) 424-8031 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) TIMOTHY M. HAYES, ESQ. AMERICAN GENERAL FINANCE CORPORATION P.O. BOX 59 EVANSVILLE, INDIANA 47701 (812) 424-8031 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPIES TO: DANIEL L. BOEGLIN, ESQ. JOHN H. NEWMAN, ESQ. Baker & Daniels Sidley Austin Brown & Wood LLP 600 E. 96th Street, Suite 600 One World Trade Center Indianapolis, Indiana 46240 New York, New York 10048
-------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement as determined in light of market conditions. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. /X/ CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED(1) BE REGISTERED OFFERING PRICE(2) REGISTRATION FEE Debt Securities......................................... $3,500,000,000 $3,500,000,000 $875,000
(1) This Registration Statement also registers delayed delivery contracts which may be issued by the registrant under which the counterparty may be required to purchase Debt Securities. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o). Exclusive of accrued interest, if any. -------------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. PROSPECTUS SUBJECT TO COMPLETION. DATED JULY 26, 2001 $3,500,000,000 AMERICAN GENERAL FINANCE CORPORATION DEBT SECURITIES --------------- We may sell at one or more times up to $3,500,000,000 aggregate principal amount of our debt securities. The debt securities will be our direct unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness. We may sell the debt securities in multiple series with the terms of each series to be determined at the time of sale. We will provide the specific terms of the series of debt securities being offered at any time in one or more supplements to this prospectus. This prospectus may be used to offer and sell debt securities only if accompanied by a prospectus supplement. You should read carefully both this prospectus and any prospectus supplement before you invest. ------------------------ Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ------------------------ THE DATE OF THIS PROSPECTUS IS , 2001. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the SEC using a "shelf" registration process. Under this shelf process, we may sell debt securities in one or more offerings up to a total amount of $3,500,000,000. This prospectus provides you with a general description of the debt securities. Each time we offer to sell any of the debt securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering and the debt securities being offered. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement together with the additional information described under the headings "Where You Can Find More Information" and "Incorporation of Information We File with the SEC". WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports and other information with the SEC. Our SEC filings, including the registration statement, the indenture under which the debt securities are to be issued and other information about us, are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may read and copy any document we file by visiting the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. The SEC's address in Washington, D.C. is 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference rooms. INCORPORATION OF INFORMATION WE FILE WITH THE SEC The SEC allows us to "incorporate by reference" into this prospectus some of the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. We incorporate by reference the following documents: - our Annual Report on Form 10-K for the fiscal year ended December 31, 2000; - our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001; - our Current Reports on Form 8-K dated January 24, 2001, March 11, 2001, and April 25, 2001; - any other documents that we file with the SEC, both: - under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934; and - after the initial filing of the registration statement that contains this prospectus and before the time that we sell all the debt securities offered by this prospectus; and - the indenture under which the debt securities are to be issued, which is filed as an exhibit to the registration statement that contains this prospectus. Some of the information in our later SEC filings will update and supersede information in this prospectus and in our prior SEC filings. You may request a copy of any document we incorporate by reference, at no cost, by writing us at 2929 Allen Parkway, Houston, Texas 77019, Attention: Treasury Department. You may also telephone the Treasury Department at (713) 522-1111. ------------------------ You should rely only on the information contained or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are only offering these debt securities in states where the offer is permitted. You should 2 not assume that the information in this prospectus or in any prospectus supplement is accurate as of any date other than the date on the front of those documents. Our business, financial condition and results of operations may have changed since that date. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS In this prospectus and the documents incorporated by reference, we may make statements regarding trends in our operations or financial results and other forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We make these forward-looking statements on the basis of our current expectations and beliefs concerning future developments and their potential effects on us. We cannot assure you that we will anticipate accurately the future developments that will affect us. Our actual results may differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements we make involve risks and uncertainties, including, but not limited to, the following: - changes in general economic conditions, including the performance of financial markets, interest rates and the level of personal bankruptcies; - customer responsiveness to both our products and our distribution channels; - competitive, regulatory, accounting or tax changes that affect the cost, availability, or demand for, our products; - our ability to secure necessary regulatory approvals; - our ability to realize projected expense savings; - adverse litigation results or resolution of litigation; - the formation of strategic alliances or business combinations among our competitors or our business partners; and - American General Corporation's ability to obtain shareholder and regulatory approvals to complete the merger discussed under "American General Finance Corporation". We also direct you to other risks and uncertainties discussed in other documents we have filed or will file with the SEC. We undertake no obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise. AMERICAN GENERAL FINANCE CORPORATION We are a financial services holding company with subsidiaries engaged primarily in the consumer finance and credit insurance business. We were incorporated in Indiana in 1927 as the successor to a business started in 1920. All of our common stock is owned by American General Finance, Inc., which was incorporated in Indiana in 1974. Since 1982, American General Finance, Inc. has been a direct or indirect wholly-owned subsidiary of American General Corporation, a leading provider of retirement services, life insurance, consumer loans and investments to 12 million customers. American General Corporation, a Texas corporation headquartered in Houston, is the successor to American General Insurance Company, an insurance company incorporated in Texas in 1926. On May 11, 2001, American General Corporation, American International Group, Inc. ("AIG"), and a wholly-owned subsidiary of AIG entered into an Agreement and Plan of Merger (the "AIG Agreement"), pursuant to which American General Corporation will become a wholly-owned subsidiary of AIG. The AIG Agreement is subject to various regulatory approvals and other customary conditions, as well as the approval of American General Corporation shareholders. The transaction is expected to close by year end. At December 31, 2000, we had 1,305 offices in 41 states, Puerto Rico and the U.S. Virgin Islands and approximately 7,300 employees. Our principal executive offices are located at 601 N.W. Second Street, Evansville, Indiana 47708, and our telephone number is (812) 424-8031. 3 USE OF PROCEEDS Unless the applicable prospectus supplement states otherwise, we will use the net proceeds we receive from the sale of the debt securities: - to repay debt; - to make loans to customers; - to purchase receivables; and/or - for other general corporate purposes. We may temporarily invest the net proceeds in short-term marketable securities to earn income until we use the funds for these purposes. SELECTED FINANCIAL INFORMATION We have derived the following selected financial information from our consolidated financial statements. Ernst & Young LLP, our independent auditors, audited these financial statements. You should read this information in conjunction with the consolidated financial statements and related notes and other financial information, including "Management's Discussion and Analysis of Financial Condition and Results of Operations", contained in the documents incorporated by reference in this prospectus. See "Where You Can Find More Information". (DOLLARS IN THOUSANDS)
YEARS ENDED DECEMBER 31, ------------------------------------ 2000 1999 1998 ---------- ---------- ---------- SELECTED FINANCIAL INFORMATION Revenues: Finance charges...................................... $1,577,551 $1,423,416 $1,323,028 Insurance............................................ 196,241 184,529 175,969 Other................................................ 129,034 107,924 95,242 ---------- ---------- ---------- Total revenues..................................... 1,902,826 1,715,869 1,594,239 ---------- ---------- ---------- Expenses: Interest expense..................................... 677,372 563,966 501,533 Operating expenses................................... 525,836 509,541 494,262 Provision for finance receivable losses.............. 202,461 202,977 207,529 Insurance losses and loss adjustment expenses........ 88,354 86,634 84,687 ---------- ---------- ---------- Total expenses..................................... 1,494,023 1,363,118 1,288,011 ---------- ---------- ---------- Income before provision for income taxes............... 408,803 352,751 306,228 Provision for income taxes............................. 148,673 128,098 111,832 ---------- ---------- ---------- Net income......................................... $ 260,130 $ 224,653 $ 194,396 ========== ========== ==========
DECEMBER 31, --------------------------------------- 2000 1999 1998 ----------- ----------- ----------- Net finance receivables............................... $11,427,825 $10,757,478 $ 9,472,164 Total assets.......................................... 13,193,153 12,464,102 11,059,601 Short-term debt....................................... 4,846,445 4,246,520 3,485,648 Long-term debt........................................ 5,667,567 5,709,755 5,162,012 Total shareholder's equity............................ 1,786,294 1,701,959 1,623,342
4 RATIO OF EARNINGS TO FIXED CHARGES Our historical consolidated ratios of earnings to fixed charges for each of the periods indicated were as follows:
THREE MONTHS ENDED YEARS ENDED DECEMBER 31, MARCH 31, ---------------------------------------------------- 2001 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- ---- 1.62 1.59 1.61 1.60 1.44 1.16
For purposes of calculating the ratio of earnings to fixed charges, earnings consist of income before provision for income taxes, plus fixed charges. Fixed charges consist of interest expense on debt and a portion of rent that is considered interest. DESCRIPTION OF DEBT SECURITIES The debt securities will be issued under an indenture dated as of May 1, 1999 between us and Citibank, N.A., as Trustee. As used in this prospectus, "debt securities" means the securities that we issue and that the Trustee authenticates under the indenture. Capitalized terms used but not defined under this caption of the prospectus have the meanings given to them in the indenture. We have summarized selected terms and provisions of the indenture below. The following summary of the material provisions of the indenture is not complete and is subject to, and is qualified in its entirety by reference to, all provisions of the indenture. In the summary, we have included references to section numbers of the indenture so that you can easily locate the summarized provisions. If you would like more information on any of these provisions, you should read the relevant sections of the indenture. See "Where You Can Find More Information". The indenture allows us to issue debt securities denominated in foreign currencies and/or in bearer form. Because we do not intend to issue these types of debt securities under this prospectus, we have not described the provisions of the indenture relating to these debt securities. TERMS OF DEBT SECURITIES The prospectus supplement relating to a series of debt securities being offered will include the specific terms of those debt securities and may include modifications of or additions to the general terms described in this prospectus. The specific terms will include some or all of the following: - the title of the debt securities; - the aggregate principal amount of the debt securities; - the percentage of their principal amount at which the debt securities will be issued and, in the case of Original Issue Discount Securities, the principal amount that will be payable if their maturity is accelerated; - the date or dates on which the principal of the debt securities will be payable, or the manner in which the payment date or dates will be determined; - whether the debt securities will bear interest at a fixed or variable rate and, as applicable: - the interest rate or the manner in which the interest rate is determined, - the date from which interest will accrue, - the record and interest payment dates for the debt securities, and - the first interest payment date; 5 - the places where payments on the debt securities will be made (if other than New York City) and where the debt securities may be surrendered for registration of transfer or exchange; - any provision that would obligate or permit us to repurchase, redeem or repay some or all of the debt securities; - whether the debt securities will be issued in the form of a global debt security and, if so, the identity of the depositary for the global debt security; - any deletions from, modifications of or additions to the Events of Default or our covenants with respect to the debt securities; and - any other material terms of the debt securities. The indenture does not limit the amount of debt securities we may issue under it. It permits us to issue debt securities from time to time in one or more series, in an aggregate principal amount authorized by us before each issuance. We may issue multiple series of debt securities with different terms or "reopen" a previous series of debt securities and issue additional debt securities of that series. SECTION 301 OF THE INDENTURE Unless the applicable prospectus supplement states otherwise, we will issue debt securities in denominations of $1,000 and multiples of $1,000. SECTION 302 OF THE INDENTURE Unless the applicable prospectus supplement states otherwise, you may transfer or exchange fully registered securities at the corporate trust office of the Trustee or at any other office maintained for that purpose. There will be no service charge for any transfer or exchange of debt securities, but we may require a payment to cover any tax or other governmental charge related to the transfer or exchange, other than exchanges pursuant to the indenture not involving any transfer. SECTION 305 OF THE INDENTURE One or more series of debt securities may provide that if their maturity is accelerated under the indenture, the amount due and payable will be less than their stated principal amount. These are referred to as "Original Issue Discount Securities". SECTION 101 OF THE INDENTURE An Original Issue Discount Security would be issued at a discount from its stated principal amount and would bear interest at a below-market rate or not at all. Under applicable federal income tax laws and regulations, if a debt security is issued at a discount and the amount of discount exceeds a DE MINIMIS amount, then regardless of whether the debt security meets the indenture's definition of "Original Issue Discount Security", the holder of the debt security would be required to include amounts in gross income for federal income tax purposes before receiving the related cash. The prospectus supplement relating to any debt securities subject to these laws and regulations will describe the federal income tax consequences and other special considerations that you should consider before purchasing them. Unless the applicable prospectus supplement states otherwise, we will pay the principal of and any premium or interest on debt securities issued in certificated form at a designated office of the Trustee in New York City. At our option, we may pay interest by check, wire transfer or any other means permitted under the terms of the debt securities. Unless otherwise stated in the applicable prospectus supplement, we will pay interest by check mailed to the persons in whose names the debt securities are registered on the applicable record dates. Payments on global debt securities will be made to the depositary or its nominee in accordance with the then-existing arrangements between the paying agent(s) for the global debt securities and the depositary. See "--Global Debt Securities". SECTIONS 307 AND 1002 OF THE INDENTURE RANKING The debt securities will be our unsecured and unsubordinated obligations and will rank equally with all of our other unsecured and unsubordinated outstanding indebtedness. All debt securities issued 6 under the indenture will rank equally with each other, including other debt securities previously issued under the indenture. The indenture does not limit the amount of indebtedness that we may incur. Unless the applicable prospectus supplement states otherwise, the debt securities will not benefit from any covenant or other provision that would afford holders of the debt securities protection in the event of a highly-leveraged transaction or other transaction that may adversely affect holders of the debt securities, except as described under "--Limitations on Liens" and "--Merger and Consolidation". Because we are a holding company and conduct our operations through our Subsidiaries, holders of the debt securities will generally have a junior position to claims of creditors of our operating Subsidiaries, except to the extent that our claims as a creditor of our Subsidiaries may be recognized. LIMITATIONS ON LIENS The indenture provides that neither we nor any of our Subsidiaries may create, assume or allow to exist, except in favor of us or one of our Wholly-owned Subsidiaries, any Mortgage on any of our property or their property, unless the debt securities will be secured equally and ratably. This restriction does not apply to, among other things: - any Mortgage existing on May 1, 1999; - any Mortgage on properties or assets, in addition to those otherwise permitted, securing Indebtedness which at the time incurred does not, together with all other Indebtedness so secured and not otherwise permitted, exceed in the aggregate 10% of Consolidated Net Worth; - any Mortgage on properties or assets securing Indebtedness of any Subsidiary, created in the ordinary course of business by the Subsidiary, if, as a matter of practice, the Subsidiary, before becoming a Subsidiary, had incurred Indebtedness on a secured basis; - any Mortgage on our property or the property of any of our Subsidiaries if the principal amount of the Indebtedness securing the Mortgage does not exceed 75% of the cost of the property and if the Mortgage is: - a Mortgage on property acquired or constructed by us or any of our Subsidiaries after May 1, 1999, which Mortgage is: - a purchase money Mortgage created to secure the purchase price of the property (or to secure Indebtedness incurred for the purpose of financing the acquisition or construction of the property), or - a Mortgage existing on the property at the time we acquired it, or - a Mortgage existing on any property of any corporation at the time it becomes a Subsidiary, or - a Mortgage with respect to property acquired after May 1, 1999; - refundings or extensions of any permitted Mortgage; and - any Mortgage created by us or any Subsidiary in connection with a transaction intended by us or the Subsidiary to be one or more sales of properties or assets, provided that the Mortgage only applies to the properties or assets involved in the sale or sales, the income from those properties or assets and/or the proceeds of those properties or assets. SECTION 1007 OF THE INDENTURE "Mortgage" means any mortgage, pledge, lien, security interest, conditional sale or other title retention agreement or other similar encumbrance. SECTION 101 OF THE INDENTURE 7 EVENTS OF DEFAULT, NOTICE AND WAIVER Unless otherwise indicated in the prospectus supplement relating to a particular series of debt securities, if an Event of Default with respect to any debt securities of any series occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series may declare, by notice as provided in the indenture, the principal amount, or a lesser amount if provided for in the debt securities of that series, of all the debt securities of that series due and payable immediately. However, in the case of an Event of Default involving certain events in bankruptcy, insolvency or reorganization, acceleration will occur automatically. If all Events of Default with respect to debt securities of that series have been cured or waived, and all amounts due otherwise than because of the acceleration have been paid or deposited with the Trustee, the holders of a majority in aggregate principal amount of the outstanding debt securities of that series may rescind the acceleration and its consequences. SECTION 502 OF THE INDENTURE If the maturity of Original Issue Discount Securities is accelerated, an amount less than the principal amount will be due and payable. We will describe the provisions relating to acceleration of the maturity of Original Issue Discount Securities in the applicable prospectus supplement. The holders of a majority in aggregate principal amount of the outstanding debt securities of a series may waive any past default with respect to the debt securities of that series, and any Event of Default arising from a past default, except in the case of: - a default in the payment of the principal of or any premium or interest on any debt security of that series; or - a default in respect of a covenant or provision that may not be amended or modified without the consent of the holder of each outstanding debt security of that series. SECTION 513 OF THE INDENTURE "Event of Default" means the occurrence and continuance of any of the following events with respect to a series of debt securities: - failure to pay when due any interest on any debt security of that series, continued for 30 days; - failure to pay when due the principal of and any premium on any debt security of that series; - failure to deposit when due any sinking fund payment on any debt security of that series; - failure to perform when required any other covenant that applies to the debt securities of that series and continuance of that failure for 90 days after written notice as provided in the indenture; - acceleration of any of our indebtedness in a principal amount in excess of $25,000,000 if the acceleration is not rescinded or annulled, or the indebtedness is not discharged, within 15 days after written notice as provided in the indenture; - certain events in bankruptcy, insolvency or reorganization; and - any other Event of Default that may be provided with respect to the debt securities of that series. SECTION 501 OF THE INDENTURE The Trustee is required, within 90 days after the occurrence of any continuing default that it knows of, to notify the holders of the applicable series of debt securities of the default. However, unless the default is a payment default, the Trustee may withhold the default notice if it in good faith decides that withholding the notice is in the holders' interests. In addition, in the case of any default referred to in the fourth event listed in the previous paragraph, the Trustee will not give notice to holders until at least 30 days after the default occurs. SECTION 602 OF THE INDENTURE 8 Subject to its duty to act with the required standard of care in the case of a default, the Trustee is not obligated to exercise any of its rights or powers under the indenture at the request, order or direction of any holders of debt securities unless the holders offer the Trustee reasonable indemnification. SECTIONS 601 AND 603 OF THE INDENTURE If reasonable indemnification is provided, then, subject to other limitations, the holders of a majority in aggregate principal amount of the outstanding debt securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power of the Trustee, with respect to the debt securities of that series. SECTION 512 OF THE INDENTURE No holder of a debt security of any series may institute any action against us under the indenture, except actions for payment of overdue principal of premium, if any, or interest on that debt security, unless: - the holder has previously given written notice to the Trustee of a continuing Event of Default with respect to that series of debt securities; - the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have previously made a written request of the Trustee to institute that action and offered the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with the request; - the Trustee has not instituted the action within 60 days of the notice, request and offer of indemnity; and - the Trustee has not received any inconsistent written request within that 60 day period from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series. SECTIONS 507 AND 508 OF THE INDENTURE The indenture requires us to deliver to the Trustee annual statements as to our compliance with all conditions and covenants under the indenture. SECTION 1005 OF THE INDENTURE MERGER AND CONSOLIDATION The indenture generally permits us to consolidate with, merge with or into, or sell or convey all or substantially all of our assets to, any other corporation or entity if: - either (1) we are the survivor of the merger or (2) the entity that survives the merger or is formed by the consolidation or acquires our assets is organized and existing under the laws of the United States or any State and assumes all of our obligations and covenants under the indenture, including payment obligations; and - immediately after the transaction, no Event of Default exists and no event exists which, with the giving of notice or passage of time or both, would be an Event of Default. SECTION 801 OF THE INDENTURE MODIFICATION AND WAIVER The indenture may be modified or amended with the consent of the holders of a majority in aggregate principal amount of the outstanding debt securities of each series affected by the modification or amendment. However, unless each holder to be affected by the proposed change consents, no modification or amendment may: - change the Stated Maturity of the principal of, or any installment of principal of or interest on, any outstanding debt security; 9 - reduce the principal amount of, or the rate or amount of interest on, or any premium payable with respect to, any debt security; - reduce the amount of principal of an Original Issue Discount Security that would be due and payable upon acceleration of the Original Issue Discount Security or that would be provable in bankruptcy; - adversely affect any right of repayment at the option of the holder of any debt security; - change the places or currency of payment of the principal of, or any premium or interest on, any debt security; - impair the right to sue for the enforcement of any payment of principal of, or any premium or interest on, any debt security on or after the date the payment is due: - reduce the percentage in aggregate principal amount of outstanding debt securities of any series necessary to: - modify or amend the indenture with respect to that series, - waive any past default or compliance with certain restrictive provisions, or - constitute a quorum or take action at a meeting; or - otherwise modify the provisions of the indenture concerning modification or amendment or concerning waiver of compliance with certain provisions of, or certain defaults and their consequences under, the indenture, except to: - increase the percentage of outstanding debt securities necessary to modify or amend the indenture or to give the waiver, or - provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each outstanding debt security affected by the modification or waiver. SECTION 902 OF THE INDENTURE The holders of a majority in aggregate principal amount of the outstanding debt securities of any series may waive our obligation to comply with certain restrictive provisions applicable to the series. SECTION 1008 OF THE INDENTURE The indenture may be modified or amended without the consent of any holder of outstanding debt securities for any of the following purposes: - to evidence that another entity is our successor and has assumed our obligations with respect to the debt securities; - to add to our covenants for the benefit of the holders of all or any series of debt securities or to surrender any of our rights or powers under the indenture; - to add any Events of Default to all or any series of debt securities; - to change or eliminate any restrictions on the payment of the principal of or any premium or interest on any debt securities; - to modify the provisions relating to global debt securities, or to permit the issuance of debt securities in uncertificated form, so long as in either case the interests of the holders of debt securities are not adversely affected in any material respect; 10 - to add to, change or eliminate any provision of the indenture, so long as either (1) there is no outstanding debt security of any series entitled to the benefit of the provision or (2) the amendment does not apply to any then outstanding debt security; - to secure the debt securities; - to establish the form or terms of the debt securities of any series; - to provide for the appointment of a successor Trustee with respect to the debt securities of one or more series and to add to or change any of the provisions to facilitate the administration of the trusts under the indenture by more than one Trustee; - to provide for the discharge of the indenture with respect to the debt securities of any series by the deposit in trust of money and/or Government Obligations (see "--Satisfaction and Discharge"); - to change the conditions, limitations and restrictions on the authorized amount, terms or purposes of issuance of the debt securities; or - to cure any ambiguity, defect or inconsistency in the indenture or to make any other provisions with respect to matters or questions arising under the indenture, so long as the action does not adversely affect the interests of the holders of the debt securities of any series in any material respect. SECTION 901 OF THE INDENTURE SATISFACTION AND DISCHARGE Unless the prospectus supplement relating to a particular series of debt securities states otherwise, we may enter into a supplemental indenture with the Trustee without the consent of any holder of outstanding debt securities to provide that we will be discharged from our obligations in respect of the debt securities of any series, except for obligations: - to register the transfer or exchange of debt securities; - to replace stolen, lost or mutilated debt securities; - to maintain paying agencies; and - to hold moneys for payment in trust. The discharge would be effective on the 91st day after we deposit in trust with the Trustee money and/ or Government Obligations sufficient to pay the principal of, any premium and interest on, and any mandatory sinking fund payments in respect of, the debt securities of the applicable series on the dates the payments are due. The supplemental indenture may only be executed if certain conditions have been satisfied, including that we have received from, or there has been published by, the United States Internal Revenue Service a ruling, or there has been a change in the applicable federal income tax law, in either case, to the effect that the discharge will not cause the holders of the debt securities of the series to recognize income, gain or loss for federal income tax purposes. In addition, the provisions of the supplemental indenture will not apply to any series of debt securities then listed on the New York Stock Exchange if the provisions would cause the outstanding debt securities of the series to be delisted. SECTION 901 OF THE INDENTURE In addition to the above provisions, we will be released from any further obligations under the indenture with respect to a series of debt securities, except for obligations to register the transfer or 11 exchange of debt securities and certain obligations to the Trustee, when certain conditions are satisfied including that: - all debt securities of the series either have been delivered to the Trustee for cancellation or are due, or are to be called for redemption, within one year; and - with respect to all debt securities of the series not previously delivered to the Trustee for cancellation, we have deposited in trust with the Trustee money and/or Government Obligations sufficient to pay the principal of, and any premium and interest on, those debt securities on the dates the payments are due. SECTION 401 OF THE INDENTURE DEFEASANCE OF CERTAIN COVENANTS Unless otherwise provided in the prospectus supplement relating to a series of debt securities, we will have the option to cease to comply with the covenants described under "--Limitations on Liens" above and any additional covenants not included in the original indenture that may be applicable to the series. To exercise this option, we will be required to deposit in trust with the Trustee money and/or Government Obligations sufficient to pay the principal of, any premium and interest on, and any mandatory sinking fund payments in respect of, the debt securities of the applicable series on the dates the payments are due. We will also be required to deliver to the Trustee an opinion of counsel that the deposit and related covenant defeasance will not cause the holders of the debt securities of the series to recognize income, gain or loss for federal income tax purposes. We will not be permitted to exercise this option with respect to any series of debt securities listed on the New York Stock Exchange if the defeasance would cause the outstanding debt securities of the series to be delisted. SECTION 1009 OF THE INDENTURE GLOBAL DEBT SECURITIES The debt securities of a series may be issued in whole or in part in the form of one or more global debt securities that will be deposited with, or on behalf of, a depositary. Unless otherwise provided in the prospectus supplement relating to a series of debt securities, the depositary for each series of debt securities represented by one or more global debt securities will be The Depository Trust Company, New York, New York ("DTC"). We have been informed by DTC that its nominee will be Cede & Co. or such other nominee as an authorized DTC representative may request. Accordingly, we expect Cede & Co. to be the initial registered holder of all debt securities that are represented by one or more global debt securities. So long as DTC or a nominee of DTC is the registered owner of a global debt security, DTC or the nominee, as the case may be, will be considered the sole owner and holder of the debt securities represented by the global debt security for all purposes under the indenture. SECTION 308 OF THE INDENTURE Except as set forth in this prospectus or in the prospectus supplement relating to that series of debt securities, no person that acquires a beneficial interest in a global debt security will be entitled to receive physical delivery of a certificate representing those debt securities or will be considered the owner or holder of the debt securities under the indenture. DTC has informed us that it is: - a limited purpose trust company organized under the New York Banking Law; - a "banking organization" within the meaning of the New York Banking Law; - a member of the Federal Reserve System; - a "clearing corporation" within the meaning of the New York Uniform Commercial Code; and 12 - a "clearing agency" registered under the provisions of Section 17A of the Securities Exchange Act. DTC has also informed us that it: - holds securities that its "participants" deposit with it; and - facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants' accounts, thereby eliminating the need for the physical movement of securities certificates. Firms that maintain accounts with DTC are referred to as "participants" of DTC. They include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations. Firms that are not participants themselves but that clear transactions through, or maintain a custodial relationship with, a participant, either directly or indirectly, are referred to as "indirect participants" of DTC. The rules applicable to DTC and its participants are on file with the SEC. DTC is owned by a number of its participants and by the New York Stock Exchange, the American Stock Exchange and the NASD. Payments of the principal of, premium, if any, and interest, if any, on debt securities represented by a global debt security will be made to DTC or its nominee as the registered owner of the global debt security. DTC has advised us that its practice is to credit participants' accounts, upon DTC's receipt of funds and corresponding detail information, on the payable date in accordance with the participants' respective holdings shown on DTC's records. Payments by participants to beneficial owners of the debt securities will be governed by standing instructions and customary practices, as is the case with securities registered in "street name". Payments to DTC or its nominee are our responsibility. Disbursement of such payments to participants is the responsibility of DTC, and disbursement of payments to the beneficial owners is the responsibility of participants and indirect participants. Neither we, the Trustee, any paying agent nor the security registrar for the debt securities will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in a global debt security or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. SECTION 308 OF THE INDENTURE Persons that are not participants or indirect participants may buy, sell or otherwise transfer ownership of or interests in debt securities represented by a global debt security only through participants or indirect participants. Participants will receive credit for the debt securities on DTC's records and indirect participants will receive credit for the debt securities on participants' records. In turn, the ownership interest of each beneficial owner will be recorded on the records of the participant or indirect participant through which the beneficial owner purchased its interest. Beneficial owners will not receive written confirmations from DTC of their purchases, but should receive written confirmations from the participants or indirect participants through which they purchased their interests. Transfers of ownership interests in debt securities represented by a global debt security are accomplished by entries made on the books of the participants or indirect participants acting on behalf of the beneficial owners. The deposit of a global debt security with DTC and its registration in the name of Cede & Co., or such other nominee as an authorized DTC representative may request, do not change or affect beneficial ownership of the debt securities. DTC has no knowledge of the actual beneficial owners of the debt securities represented by a global debt security. DTC's records reflect only the identities of the participants to whose accounts such debt securities are credited, which may or may not be the beneficial owners. The participants and indirect participants are responsible for keeping records of their holdings on behalf of their customers. We, the security registrar, any paying agent, the Trustee and the depositary will not recognize the beneficial owners as registered holders of the debt securities represented by a global debt security. 13 Beneficial owners that are not participants will be permitted to exercise their rights as an owner only indirectly through participants or indirect participants. Conveyance of notices and other communications by DTC to its participants, by participants to indirect participants, and by participants and indirect participants to beneficial owners, will be governed by arrangements among them, subject to applicable statutes and regulations in effect from time to time. Because DTC can act only on behalf of participants, the ability of a beneficial owner of debt securities represented by a global debt security to pledge its beneficial ownership interest to persons or entities that do not participate in the DTC system may be limited. The laws of some states may require that certain purchasers of securities take physical delivery of the certificates for the debt securities they purchase. These laws may reduce the liquidity of beneficial interests in a global debt security. We will issue individual certificated debt securities in exchange for the global debt security of a series only if: - DTC is at any time unwilling, unable or ineligible to continue as depositary and we do not appoint a successor depositary within 90 days; - subject to any limitations described in the applicable prospectus supplement, we decide that the debt securities no longer will be represented by a global debt security and we deliver to the Trustee an order declaring that the global debt security will be exchangeable for certificated debt securities; or - an Event of Default occurs and continues with respect to that series of debt securities. SECTION 305 OF THE INDENTURE If any of these events occurs, we will issue the individual certificated debt securities to the participants specified by DTC or its nominee, or to the beneficial owners specified by those participants, according to standing instructions and customary practices for securities registered in "street name". Except as described above, a global debt security may not be transferred except as a whole by or among DTC, a nominee of DTC and/or a successor depositary appointed by us. Although DTC has agreed to the foregoing procedures in order to facilitate transfers of beneficial interests in global debt securities among participants, it is under no obligation to perform or continue to perform these procedures, which may be discontinued at any time. Neither we, the Trustee, the security registrar nor any paying agent will have any responsibility or liability for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations. SECTION 308 OF THE INDENTURE We obtained the information in this section concerning DTC and DTC's book-entry system from sources we believe to be reliable, but we take no responsibility for the accuracy of this information. THE TRUSTEE UNDER THE INDENTURE We and certain of our affiliates maintain banking and borrowing relations with Citibank, N.A. The indenture provides that we may appoint an alternative Trustee with respect to any particular series of debt securities. Any such appointment will be described in the prospectus supplement relating to that series of debt securities. Unless we are in default, the Trustee is required to perform only those duties specifically set out in the indenture. After a default, the Trustee is required to exercise the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. Subject to these provisions, the Trustee is under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of debt securities, unless the holder offers the Trustee reasonable indemnity against the costs, expenses and liabilities that might be incurred in connection with the Trustee's exercise of these 14 rights or powers. The Trustee is not required to spend or risk its own funds or otherwise incur financial liability in performing its duties if the Trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to it. The indenture contains other provisions limiting the responsibilities and liabilities of the Trustee. SECTIONS 601 AND 603 OF THE INDENTURE PLAN OF DISTRIBUTION METHODS OF DISTRIBUTION We may sell the debt securities: - to or through one or more underwriters or dealers; - directly to other purchasers; and/or - through one or more agents. The distribution of the debt securities may occur from time to time in one or more transactions at fixed prices, which may be changed, at market prices prevailing at the time of sale, at prices related to the prevailing market prices or at negotiated prices. The prospectus supplement relating to a series of debt securities will state: - the name(s) of any underwriter(s), dealer(s) or agent(s) involved in the offer and sale; - the terms and manner of sale of the debt securities, including the purchase price, the proceeds to us, any underwriting discounts and other items constituting underwriters' compensation, any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers; - the place and time of delivery of the debt securities; and - any securities exchange on which the debt securities may be listed. COMPENSATION AND INDEMNIFICATION OF UNDERWRITERS In connection with the sale of debt securities, underwriters may receive compensation from us or from purchasers of debt securities for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell debt securities to or through dealers, and the dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agent. Underwriters, dealers and agents that participate in the distribution of debt securities may be considered to be underwriters as defined in the Securities Act of 1933, and any discounts or commissions received by them from us and any profit on the resale of debt securities by them may be deemed to be underwriting discounts and commissions under the Securities Act. Any compensation that we pay to underwriters, dealers or agents in connection with an offering of debt securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers, will be described in the prospectus supplement relating to the debt securities. We may agree to indemnify the underwriters, dealers and agents who participate in the distribution of the debt securities against certain liabilities, including liabilities under the Securities Act. We also may agree to contribute to the payment of those liabilities and to reimburse them for certain expenses. Underwriters, dealers or agents participating in the offer or sale of the debt securities, and their associates, may be customers of ours, or may engage in transactions with or perform services for us or one or more of our affiliates, in the ordinary course of business. 15 DELAYED DELIVERY ARRANGEMENTS If stated in a prospectus supplement, we will authorize underwriters, dealers or other persons acting as our agents to solicit offers by certain institutions to purchase debt securities from us under contracts providing for payment and delivery on a future date. These contracts, which in all cases must be approved by us, may be made with: - commercial and savings banks; - insurance companies; - pension funds; - investment companies; - educational and charitable institutions; and - other institutions. The institution's obligations under the contract will be subject to the condition that the purchase of the debt securities at the time of delivery is not prohibited under the laws of the jurisdiction to which the institution is subject. The underwriters and the other agents will not have any responsibility for the validity or performance of the contracts. LEGAL OPINIONS Unless otherwise stated in a prospectus supplement, Timothy M. Hayes, our General Counsel, will pass upon the legality of each issue of the debt securities for us and Sidley Austin Brown & Wood LLP, New York, New York, will pass upon certain legal matters relating to the debt securities for any underwriters, dealers or agents of a particular issue of debt securities. Sidley Austin Brown & Wood LLP may rely as to matters of Indiana law on the opinion of Mr. Hayes. Mr. Hayes owns shares of common stock of American General Corporation and has options to purchase additional shares of such stock. EXPERTS Ernst & Young LLP, our independent auditors, audited our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2000. Their audit report on our consolidated financial statements is included in our Annual Report on Form 10-K and, together with the rest of our Annual Report on Form 10-K, is incorporated by reference into this prospectus. See "Incorporation of Information We File with the SEC". Those audited consolidated financial statements are, and our audited consolidated financial statements that we include in our future SEC filings under the Securities Exchange Act of 1934 will be, incorporated into this prospectus in reliance upon the audit reports of Ernst & Young LLP pertaining to those statements (to the extent covered by consents filed with the SEC) given upon the authority of that firm as experts in accounting and auditing. 16 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following are the estimated expenses to be incurred by the registrant in connection with the offering described in this registration statement (other than underwriting discounts and commissions).
SEC registration fee........................................ $ 875,000 Printing.................................................... 95,000 Legal fees and expenses..................................... 150,000 Accounting fees and expenses................................ 210,000 Trustee's fees and expenses................................. 75,000 Rating agency fees.......................................... 750,000 Miscellaneous............................................... 20,000 ---------- Total..................................................... $2,175,000 ==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Chapter 37 of the Indiana Business Corporation Law empowers a corporation to indemnify any individual who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, by reason of the fact that he is or was a director, officer, employee or agent of the corporation or, while a director of a corporation, is or was serving at the request of the corporation as a director, officer, partner, member, manager, trustee, employee or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, whether for profit or not, against reasonable expenses (including counsel fees), judgments, fines (including any excise tax assessed with respect to an employee benefit plan), penalties and amounts paid in settlement incurred by him in connection with such action, suit or proceeding if (i) he acted in good faith, and (ii) in the case of conduct in his official capacity with the corporation, he reasonably believed his conduct was in the best interests of the corporation or, in all other cases, he reasonably believed his conduct was at least not opposed to the best interests of the corporation (or with respect to an employee benefit plan, he reasonably believed his conduct was in the interests of the participants in and beneficiaries of the plan), and (iii) with respect to any criminal action or proceeding, he had reasonable cause to believe his conduct was lawful or no reasonable cause to believe his conduct was unlawful. Chapter 37 further provides that a corporation shall, unless limited by its articles of incorporation, indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any action, suit or proceeding to which he was a party because he is or was a director or officer of the corporation against reasonable expenses incurred by him in connection therewith. Chapter 37 expressly states that the indemnification thereby provided does not exclude any other rights to indemnification to which a person may be entitled. Chapter 37 empowers a corporation to purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation, or who, while a director, officer, employee or agent of the corporation is or was serving at the request of the corporation as a director, officer, partner, member, manager, trustee, employee or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, member, manager, employee or agent, whether or not the corporation would have power to indemnify the individual against the same liability under Chapter 37. Finally, Chapter 37 empowers a corporation, under certain circumstances, to advance to an individual expenses incurred in connection with an II-1 action, suit or proceeding prior to the final disposition thereof, and empowers a court of competent jurisdiction, in certain cases, to order indemnification of an director or officer irrespective of whether the director or officer met the standards of conduct set forth above. Section 7.8 of the registrant's Restated Articles of Incorporation provides that, to the extent not inconsistent with applicable law, every person who is or was a director, officer, employee or agent of the registrant or is or was serving at the request of the registrant as a director, officer, employee, agent or fiduciary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other organization or entity, whether for profit or not, shall be indemnified against all liability and reasonable expense that may be incurred by him in connection with or resulting from any claim by reason of (i) his being or having been such a person, or (ii) any action taken or not taken by him in any such capacity (a) if such person is Wholly Successful with respect to the claim or (b) if not Wholly Successful, then if such person is determined to have acted in good faith, in what he reasonably believed to be the best interests of the registrant or at least not opposed to its best interests and, in addition, with respect to a criminal claim, is determined to have had reasonable cause to believe that his conduct was lawful or had no reasonable cause to believe his conduct was unlawful. Section 7.8 defines "Wholly Successful" to mean (i) termination of any claim against the person in question without any finding of liability or guilt against him, (ii) approval by a court, with knowledge of the indemnity provided in Section 7.8, of a settlement of any claim, or (iii) the expiration of a reasonable period of time after the making or threatened making of any claim without the institution of the same, without any payment or promise made to induce a settlement. Section 7.8 provides that the rights of indemnification provided therein are in addition to any rights to which any such director, officer, employee or agent may otherwise be entitled. Additionally, Section 7.8 authorizes the Board of Directors of the registrant (i) to approve indemnification of any such person to the full extent permitted by the provisions of applicable law at the time in effect, and (ii) to authorize the registrant to purchase and maintain insurance on behalf of any such person against any liability asserted against him and incurred by him, whether or not the registrant would have the power to indemnify him against such liability. Section 7.8 permits the Board of Directors to authorize advancement of expenses incurred by such a person prior to the final disposition of a claim upon receipt of an undertaking by or on behalf of the person to repay such amount unless he is determined to be entitled to indemnification. The provisions of Section 7.8 are applicable to all claims made or commenced after the adoption of that section, whether arising from acts or omissions to act occurring before or after the adoption thereof. Article X of the registrant's By-Laws provides that the registrant shall indemnify any person who was or is a named defendant or respondent or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding, by reason of the fact that he is or was a director, officer or employee of the registrant or is or was serving at the request of the registrant as a director, officer, partner, venturer, proprietor, trustee, employee or similar functionary of another foreign or domestic corporation or non-profit corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, against judgments, penalties (including excise and similar taxes), fines, amounts paid in settlement and reasonable expenses (including court costs and attorneys' fees) actually incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed (i) in the case of conduct in his official capacity as a director of the registrant, to be in the best interests of the registrant and (ii) in all other cases, to be not opposed to the best interests of the registrant; and with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. In connection with any action, suit or proceeding in which the person shall have been adjudged to be liable to the registrant or liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person's official capacity as a director or officer, Article X (i) limits the indemnity to II-2 reasonable expenses (including court costs or attorneys' fees) actually incurred in connection with such proceeding, and (ii) prohibits the indemnity if the person is found liable for willful or intentional misconduct in the performance of his duty to the registrant. Article X further provides that the registrant shall indemnify any such person who has been wholly successful, on the merits or otherwise, in defense of any such action, suit or proceeding against reasonable expenses (including court costs and attorneys' fees) actually incurred by him. Article X also (1) requires the registrant to advance reasonable expenses prior to the final disposition of the action, suit or proceeding under certain circumstances, (2) states that the indemnification provided by Article X is (i) nonexclusive and (ii) does not limit the power of the registrant to indemnify and to advance expenses, and (3) empowers the registrant to purchase and maintain insurance on behalf of any such person against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the registrant would have the power to indemnify him against that liability. Reference is made to the final undertaking set forth in Item 17. Reference is also made to Section 6 of the form of Underwriting Agreement, a copy of which is filed as Exhibit 1 hereto, for information concerning indemnification of the registrant and its directors, officers, and controlling persons by the underwriters. The registrant carries insurance covering directors and officers against certain liabilities. ITEM 16. EXHIBITS. The following exhibits are filed as part of this registration statement: 1 Form of Underwriting Agreement (including form of Pricing Agreement and Delayed Delivery Contract) relating to the debt securities. 4 Indenture dated as of May 1, 1999 from American General Finance Corporation to Citibank, N.A., Trustee. Incorporated by reference to Exhibit 4(a) filed as a part of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 (file No. 1-6155). The form or forms of debt securities with respect to each particular offering will be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference. 5 Opinion and consent of Timothy M. Hayes, General Counsel of American General Finance Corporation, as to the legality of the debt securities. 12 Computation of Ratio of Earnings to Fixed Charges. 23(a) Consent of Timothy M. Hayes, Esq. (contained in his opinion in Exhibit 5). 23(b) Consent of Ernst & Young LLP, Independent Auditors. 24 Powers of Attorney. 25 Form T-1 Statement of Eligibility of Citibank, N.A., Trustee under the indenture. ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; II-3 (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions set forth in Item 15 or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF EVANSVILLE, STATE OF INDIANA, ON THE 26TH DAY OF JULY, 2001. AMERICAN GENERAL FINANCE CORPORATION By /s/ DONALD R. BREIVOGEL, JR. ----------------------------------------- (DONALD R. BREIVOGEL, JR., VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON JULY 26, 2001.
SIGNATURE TITLE --------- ----- /s/ FREDERICK W. GEISSINGER Chief Executive ------------------------------------------- Officer, President and Director (FREDERICK W. GEISSINGER) (principal executive officer) /s/ DONALD R. BREIVOGEL, JR. Vice President, Chief Financial ------------------------------------------- Officer, Treasurer and Director (DONALD R. BREIVOGEL, JR.) (principal financial officer) /s/ GEORGE W. SCHMIDT Controller and ------------------------------------------- Assistant Secretary (GEORGE W. SCHMIDT) (principal accounting officer) STEPHEN L. BLAKE* ------------------------------------------- Director (STEPHEN L. BLAKE) ROBERT A. COLE* ------------------------------------------- Director (ROBERT A. COLE) JERRY L. GILPIN* ------------------------------------------- Director (JERRY L. GILPIN) PHILIP M. HANLEY* ------------------------------------------- Director (PHILIP M. HANLEY) BEN D. HENDRIX* ------------------------------------------- Director (BEN D. HENDRIX)
*By: /s/ TIMOTHY M. HAYES -------------------------------------- (TIMOTHY M. HAYES, ATTORNEY-IN-FACT)
II-5 EX-1 2 a2054611zex-1.txt EXHIBIT 1 EXHIBIT 1 AMERICAN GENERAL FINANCE CORPORATION DEBT SECURITIES UNDERWRITING AGREEMENT American General Finance Corporation, an Indiana corporation (the "Company"), proposes to issue and sell from time to time certain of its unsecured, unsubordinated debt securities (the "Debt Securities") registered under the registration statement referred to in Section 1(a) below. The Debt Securities will be issued under an indenture, dated as of May 1, 1999 (the "Indenture"), between the Company and Citibank, N.A., as Trustee (the "Trustee"). The Debt Securities will be issued in one or more series which may vary as to titles, aggregate principal amounts, interest rates or formulas and timing of payments thereof, maturities, sinking fund requirements, redemption and/or repayment provisions, selling prices and any other terms which the Indenture contemplates may be contained in the Debt Securities as issued from time to time. Particular series of the Debt Securities may be sold pursuant to a Pricing Agreement substantially in the form set forth in Annex I hereto (the "Pricing Agreement"), subject to the terms and conditions set forth therein and herein. The Pricing Agreement will incorporate by reference the provisions of this Agreement, except as otherwise provided therein. The Debt Securities that are the subject of a particular Pricing Agreement are referred to herein as the "Securities." The firm or firms named in Schedule I to the Pricing Agreement are referred to herein as the "Underwriters," and the representative or representatives of the Underwriters, if any, specified in the Pricing Agreement are referred to herein as the "Representatives"; provided, however, that if the Pricing Agreement does not specify any representative of the Underwriters, the term "Representatives" shall mean the Underwriters. As provided in Section 2 below, the Pricing Agreement may authorize the Underwriters to solicit offers from certain investors to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"). Securities to be purchased pursuant to Delayed Delivery Contracts are sometimes referred to herein as "Contract Securities," and Securities to be purchased by the Underwriters (after giving effect to the deduction, if any, for Contract Securities) are sometimes referred to herein as "Underwriters' Securities." Section 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to, and agrees with, each of the Underwriters that: (a) A registration statement (No. 333- ) on Form S-3 relating to the Debt Securities, including the Securities, and all post-effective amendments thereto required to the date of the Pricing Agreement, has been filed with the Securities and Exchange Commission (the "Commission") in the form heretofore delivered or to be delivered to the Representatives (and, excluding exhibits to such registration statement, but including all documents incorporated by reference in the prospectus contained therein on or prior to the date of the Pricing Agreement, to the Representatives for each of the other Underwriters) and such registration statement and each such amendment thereto, if any, has been declared effective by the Commission and no stop order suspending the effectiveness thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. For purposes of this Agreement, (i) the term "Registration Statement" shall mean Registration Statement No. 333- , including all exhibits thereto and all documents incorporated by reference therein as of the effective date thereof; and any reference to the Registration Statement as amended (or similar wording) shall mean the Registration Statement, including all post-effective amendments thereto and all documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the effective date of the Registration Statement and that are deemed to be incorporated by reference in the Registration Statement upon the filing of such documents with the Commission and the information, if any, deemed to be a part thereof pursuant to Rule 434 under the Securities Act of 1933, as amended (the "Act"); (ii) the term "Prospectus" shall mean the prospectus, including all documents incorporated by reference therein as of the date thereof, relating to the Debt Securities in the form included in the Registration Statement as of the effective date thereof or, if different, in the form in which it has most recently been filed or transmitted for filing with the Commission on or prior to the date of the Pricing Agreement, as amended or supplemented to reflect the terms of the offering of the Securities by (A) if the Company elects not to rely on Rule 434 under the Act, the Prospectus Supplement contemplated by Section 3(a) hereof, in the form in which such Prospectus Supplement is filed with the Commission pursuant to Rule 424(b) under the Act, in accordance with Section 3(a) hereof or (B) if the Company elects to rely on Rule 434 under the Act, the Term Sheet contemplated by Section 3(a) hereof, in the form in which such Term Sheet is filed with the Commission pursuant to Rule 424(b) (7) under the Act, in accordance with Section 3(a) hereof (and, in such case, the term "Prospectus" shall include such Term Sheet and the Rule 434(c) (2) Prospectus referred to in Section 3(a), if any, each individually and taken together); any reference to the date of the Prospectus shall be deemed to refer to the date of such Prospectus Supplement or Term Sheet, as the case may be, and any reference to the Prospectus as amended or supplemented (or similar wording) shall mean the Prospectus, including all supplements thereto and all documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the Prospectus and that are deemed to be incorporated by reference in the Prospectus upon the filing of such documents with the Commission; and (iii) the term "Preliminary Prospectus" shall mean any preliminary prospectus, including all documents incorporated by reference therein as of the date thereof, included in the Registration Statement prior to the effectiveness thereof or filed with the Commission pursuant to Rule 424(a) under the Act; and any reference to any Preliminary Prospectus as amended or supplemented (or similar wording) shall mean such Preliminary Prospectus, including all documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of such Preliminary Prospectus and that are deemed to be incorporated by reference in the Preliminary Prospectus upon the filing of such documents with the Commission. If the Company files a registration statement to register a portion of the Securities and relies on Rule 462(b) under the Act for such registration statement to become effective upon filing with the Commission (the "Rule 462(b) Registration Statement"), then any reference to "Registration Statement" herein shall be deemed to be to both Registration Statement No. 333- (the "original Registration Statement") and the Rule 462(b) Registration Statement, as each such registration statement may be amended pursuant to the Act. For purposes of this Underwriting Agreement, all references to the Registration Statement, Prospectus, Term Sheet or Preliminary Prospectus or to any amendment or supplement to any of the foregoing shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"); (b) The documents incorporated by reference in the Prospectus, as amended or supplemented, when they were filed with the Commission, conformed in all material respects to the applicable requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and, when read together with the other information included or incorporated by reference in the Prospectus at the time the Registration Statement became effective, at the time any post-effective amendment thereto became effective and at the time any annual report on Form 10-K was filed by the Company and incorporated by reference into the Prospectus, none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed during the period during which delivery of a 2 prospectus is required in connection with the offering or sale of the Securities, and incorporated by reference in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder and, when read together with the other information included or incorporated by reference in the Prospectus at the time such documents are filed with the Commission, none of such documents will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of an Underwriter through the Representatives expressly for use in the Prospectus; (c) The Registration Statement, as amended, and the Prospectus, as amended, conform, and any amendments or supplements thereto filed during the period during which delivery of a prospectus is required in connection with the offering or sale of the Securities will conform, in all material respects to the applicable requirements of the Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission thereunder. The Registration Statement, as amended, and the Prospectus, as amended or supplemented, each as of the effective date of the Registration Statement, as of the effective date of each post-effective amendment to the Registration Statement, if any, and at the time any annual report on Form 10-K was filed by the Company and incorporated by reference into the Prospectus, did not, as of the date of the Pricing Agreement do not, and as of the Time of Delivery (as hereinafter defined) and during the period during which delivery of a prospectus is required in connection with the offering or sale of the Securities, will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of an Underwriter through the Representatives expressly for use in the Prospectus, or to the Statement of Eligibility on Form T-1 (the "Form T-1"), except as to statements or omissions in such Form T-1 made in reliance upon information furnished in writing to the Trustee by or on behalf of the Company for use therein; (d) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the business, financial condition, or results of operations of the Company and its subsidiaries taken as a whole, other than as set forth or contemplated in the Prospectus as amended or supplemented, whether or not arising in the ordinary course of business; (e) The Company has been duly incorporated and is validly existing as a corporation under the laws of the State of Indiana with corporate power and authority to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases substantial properties, or conducts business, and where the failure so to qualify and be in good standing would have a material adverse effect on the business of the Company and its subsidiaries taken as a whole; each of the Company's subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, has corporate power and authority to own or lease its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases substantial 3 properties, or conducts business, and where the failure so to qualify and be in good standing would have a material adverse effect on the business of the Company and its subsidiaries taken as a whole; and the Company and each of its subsidiaries have all required authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies (including, without limitation, each insurance regulatory authority having jurisdiction over the Company or any insurance subsidiary of the Company) to own or lease its properties and conduct its business as described in the Prospectus, except such authorizations, approvals, orders, licenses, certificates and permits which, if not obtained, would not have a material adverse effect on the business of the Company and its subsidiaries taken as a whole, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such authorization, approval, order, license, certificate or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially adversely affect the business of the Company and its subsidiaries taken as a whole; (f) All of the outstanding shares of capital stock of each of the Company's subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and (except for any directors' qualifying shares) are owned, directly or indirectly, by the Company, free and clear of all liens and encumbrances; (g) The Securities have been duly authorized (or will have been so authorized prior to their issuance) and, when executed and authenticated pursuant to the Indenture and issued and delivered against payment therefor pursuant to this Agreement and the Pricing Agreement (or, in the case of any Contract Securities, pursuant to the Delayed Delivery Contracts with respect thereto), will be duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; the Indenture has been duly authorized, executed and delivered by the Company, and constitutes a valid and legally binding instrument of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; the Indenture has been duly qualified under the Trust Indenture Act; and the Securities and the Indenture conform in all material respects with the descriptions thereof in the Prospectus; (h) The Pricing Agreement pursuant to which the Securities are being issued (including the provisions of this Agreement) has been duly authorized, executed and delivered by the Company; (i) In the event any of the Securities are purchased pursuant to Delayed Delivery Contracts, each of such Delayed Delivery Contracts has been (or will be prior to the Time of Delivery) duly authorized by the Company and, when executed and delivered by the Company and the purchaser named therein, will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and such Delayed Delivery Contracts will conform in all material respects to the description thereof in the Prospectus; (j) The issue and sale of the Securities, the compliance by the Company with all of the provisions of the Securities, the Indenture, each of the Delayed Delivery Contracts, if any, this 4 Agreement and the Pricing Agreement, and the consummation of the transactions herein and therein contemplated will not (i) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument for money borrowed to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, or (ii) result in any violation of (x) the provisions of the Restated Articles of Incorporation, as amended, or the Amended and Restated By-Laws of the Company or (y) to the best knowledge of the Company, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, in any manner which, in the case of clauses (i) and (ii)(y), would have a material adverse effect on the business of the Company and its subsidiaries taken as a whole; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the other transactions contemplated by this Agreement, the Pricing Agreement, the Indenture, or any Delayed Delivery Contract, except such as have been, or will have been prior to the Time of Delivery, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under "blue sky" or state securities laws or insurance laws in connection with the purchase and distribution of the Securities by the Underwriters; (k) Other than as set forth or contemplated in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is subject which, individually or in the aggregate, are expected to have a material adverse effect on the business, financial condition, or results of operations of the Company and its subsidiaries taken as a whole; and, to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (l) The Company is not, and, after giving effect to the issue and sale of the Securities, will not be, an "investment company" as such term is defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"); and (m) The Securities, upon issuance, will be excluded or exempted under, or beyond the purview of, the Commodity Exchange Act, as amended (the "Commodity Exchange Act"), and the rules and regulations of the Commodity Futures Trading Commission under the Commodity Exchange Act. Section 2. PURCHASE AND OFFERING OF SECURITIES. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Securities specified therein. The Pricing Agreement shall specify the aggregate principal amount of the Securities, the initial public offering price of such Securities, the purchase price to the Underwriters of such Securities, the names of the Underwriters of such Securities (subject to substitution as provided by Section 7 herein), the names of the Representatives of such Underwriters, the principal amount of such Securities to be purchased by each Underwriter and whether any of such Securities shall be covered by Delayed Delivery Contracts and the commission payable to the Underwriters with respect thereto and shall set forth the date, time and manner of delivery of such Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the Registration Statement and Prospectus) the terms of such Securities. The Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of facsimile communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under this Agreement and the Pricing 5 Agreement shall be several and not joint. Upon the execution of the Pricing Agreement and authorization by the Representatives of the release of the Underwriters' Securities, the several Underwriters propose to offer the Underwriters' Securities for sale upon the terms and conditions set forth in the Prospectus. Underwriters' Securities to be purchased by each Underwriter pursuant to the Pricing Agreement, in definitive form to the extent practicable, and in such authorized denominations and registered in such names as the Representatives may request upon at least twenty-four hours prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor, by wire transfer of immediately available funds to a bank account specified by the Company, all at the place and time and date specified in the Pricing Agreement or at such other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the "Time of Delivery" for the Underwriters' Securities. The Company may specify in Schedule II to the Pricing Agreement that the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to Delayed Delivery Contracts, substantially in the form of Annex III attached hereto but with such changes therein as the Representatives and the Company may authorize or approve. If so specified, the Underwriters will endeavor to make such arrangements, and as compensation therefor the Company will pay to the Representatives, for the accounts of the Underwriters, concurrent with the delivery of and payment for the Underwriters' Securities at the Time of Delivery, such commission, if any, as may be set forth in the Pricing Agreement by wire transfer of immediately available funds to a bank account specified by the Representatives. Delayed Delivery Contracts, if any, are to be with investors of the types described in the Prospectus and subject to other conditions therein set forth. The Underwriters will not have any responsibility in respect of the validity or performance of any Delayed Delivery Contracts. The principal amount of Contract Securities to be deducted from the principal amount of Securities to be purchased by each Underwriter as set forth in Schedule I to the Pricing Agreement shall be equal to the principal amount of Contract Securities which the Company has been advised by the Representatives have been attributed to such Underwriter, provided that, if the Company has not been so advised, the principal amount of Contract Securities to be so deducted shall be, in each case, that proportion of Contract Securities which the principal amount of Securities to be purchased by such Underwriter under the Pricing Agreement bears to the total principal amount of the Securities (rounded as the Representatives may determine). The total principal amount of Underwriters' Securities to be purchased by all the Underwriters pursuant to the Pricing Agreement shall be the total principal amount of Securities set forth in Schedule I to the Pricing Agreement less the principal amount of the Contract Securities. The Company will deliver to the Representatives not later than 3:30 p.m., New York City time, on the second business day preceding the Time of Delivery (or such other time and date as the Representatives and the Company may agree upon in writing) a written notice setting forth the names of the investors with which the making of Delayed Delivery Contracts has been approved by the Company and the principal amount of Contract Securities to be covered by each such Delayed Delivery Contract. Section 3. CERTAIN AGREEMENTS OF THE COMPANY. The Company agrees with each of the Underwriters: (a) Immediately following the execution of the Pricing Agreement, to prepare (i) if the Company elects not to rely on Rule 434 under the Act, an amendment or supplement to the prospectus related to the Debt Securities to reflect the terms of the offering of the Securities (the "Prospectus Supplement") in a form reasonably approved by the Representatives, and to file the Prospectus Supplement pursuant to Rule 424(b) (2) or (5) under the Act by 3:00 p.m., New York City time, on the business day immediately succeeding the date of the Pricing Agreement (or such other time as shall be specified in the Pricing Agreement), or (ii) if the 6 Company elects to rely on Rule 434 under the Act, (A) an abbreviated term sheet relating to the Securities (the "Term Sheet") that complies with the requirements of Rule 434(c) (3) and (e) under the Act in a form reasonably approved by the Representatives, and (B) if required by Rule 434(c) (2) under the Act, a form of Prospectus relating to the Securities (the "Rule 434(c) (2) Prospectus") complying with Rule 434(c) (2) under the Act in a form reasonably approved by the Representatives, and to file such Term Sheet pursuant to Rule 424(b) (7) under the Act, and any such Rule 434(c) (2) Prospectus pursuant to Rule 424(b) under the Act, in each case by 3:00 p.m., New York City time, on the business day immediately succeeding the date of the Pricing Agreement (or such other time as shall be specified in the Pricing Agreement); except as otherwise required by law, to make no amendment or supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement and prior to the Time of Delivery which shall be reasonably disapproved by the Representatives promptly after reasonable notice thereof; for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus (other than any supplement or amendment to the Prospectus relating exclusively to a series of Debt Securities other than the Securities) has been filed or transmitted for filing with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities, of the suspension of the qualification of such Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus (other than any supplement or amendment to the Prospectus relating exclusively to a series of Debt Securities other than the Securities) or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Securities for offering and sale under the securities and insurance laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws to the extent necessary to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities; provided, however, that in connection therewith the Company shall not be required to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to file a general consent to service of process in any jurisdiction; (c) To furnish the Underwriters with copies of the Prospectus in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Securities and if at such time any event shall have occurred or condition exist as a result of which the Prospectus, as it may then be amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period, in the opinion of the Representatives or the Company, to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives of such event, condition, filing, amendment or supplement and upon the 7 Representatives' request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and to ensure that the Prospectus and any amendments or supplements thereto furnished to the Underwriters are identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T; (d) To make generally available to its security holders as soon as practicable, but in any event not later than 90 days following the close of the period covered thereby, an earnings statement, covering a twelve-month period beginning not later than the first day of the Company's fiscal quarter next following the "effective date" (as defined in Rule 158 under the Act) of the Registration Statement, of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including Rule 158); (e) During the period beginning from the date of the Pricing Agreement and continuing to and including the Time of Delivery, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company (except that the Company shall have the right to close during such period the sale of any debt securities under its medium-term note programs that it had agreed to sell on or before the date of the Pricing Agreement and of which it had informed the Representatives prior to their execution of the Pricing Agreement) having an original maturity of more than one year after such Time of Delivery without the prior consent of the Representatives; and (f) To file in a timely manner all documents required to be filed with the Commission pursuant to Sections 13 and 14 of the Exchange Act. Section 4. PAYMENT OF EXPENSES. The Company agrees to pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Debt Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement Among Underwriters, this Agreement, the Pricing Agreement, the Indenture, any Delayed Delivery Contracts, any Blue Sky and Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Debt Securities; (iii) all expenses in connection with the qualification of the Debt Securities for offering and sale under state securities laws as provided in Section 3(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Debt Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of the Trustee and any agent of the Trustee; and (viii) all other costs and expenses incident to the performance of its obligations hereunder and under any Delayed Delivery Contracts which are not otherwise specifically provided for in this Section 4. It is understood, however, that, except as provided in this Section 4, Section 6 and Section 8 hereof, the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of their own counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make. Section 5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several obligations of the Underwriters under the Pricing Agreement shall be subject, in the discretion of the Representatives, to the condition that all representations and warranties of the Company in or incorporated by reference in the Pricing 8 Agreement are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) The Prospectus Supplement or, if the Company shall have elected to rely on Rule 434 under the Act, the Term Sheet and any Rule 434 (c) (2) Prospectus required by Rule 434 (c) (2) under the Act, shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed therefor by Section 3(a) hereof; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives' reasonable satisfaction; (b) Sidley Austin Brown & Wood llp, counsel for the Underwriters (or such other counsel as shall be indicated in the Pricing Agreement), shall have furnished to the Representatives such opinion or opinions, dated the Time of Delivery, with respect to the due and valid authorization, execution and delivery of the Indenture, the Securities and the Delayed Delivery Contracts, if any, and the Registration Statement, the Prospectus and other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters (in rendering such opinion or opinions, Sidley Austin Brown & Wood llp may rely as to matters of Indiana Law upon the opinion of Timothy M. Hayes, Esq., General Counsel of the Company (or other counsel licensed to practice in the State of Indiana) referred to in subsection 5(c); (c) Timothy M. Hayes, Esq., General Counsel of the Company (or such other counsel as shall be acceptable to the Representatives), shall have furnished to the Representatives his written opinion, dated the Time of Delivery, in form and substance satisfactory to the Representatives, to the effect that: (i) The Company is a corporation duly incorporated and validly existing under the laws of the State of Indiana, with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under, or as contemplated under, the Underwriting Agreement and the Pricing Agreement; (ii) Each of the subsidiaries of the Company has been duly incorporated and is validly existing as a business corporation or an insurer, as the case may be, in good standing under the laws of its jurisdiction of incorporation, with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus, provided, however, that "good standing" means with respect to any corporation incorporated under the laws of the State of Indiana that such corporation has filed its most recent biennial report required by the laws of the State of Indiana and Articles of Dissolution have not been filed in the State of Indiana with respect to such corporation; to the knowledge of such counsel, the Company and each of its subsidiaries has been duly qualified as a foreign corporation for the transaction of business or licensed to transact business as an insurance company, as the case may be, and is in good standing under the laws of each other jurisdiction in which it owns or leases substantial properties, or conducts business, and where the failure so to qualify and be in good standing would have a material adverse effect on the business of the Company and its subsidiaries taken as a whole; all of the outstanding shares of capital stock of each such subsidiary have been duly authorized and validly issued, are fully paid and non-assessable, and (except for any directors' qualifying shares) are owned, directly or indirectly, by the 9 Company, free and clear of all liens and encumbrances; and, to the knowledge of such counsel, the Company and each of its subsidiaries has all required authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies (including, without limitation, each insurance regulatory authority having jurisdiction over the Company or any insurance subsidiary of the Company) to own, lease and operate its properties and to conduct its business as described in the Prospectus, except such authorizations, approvals, orders, licenses, certificates and permits which, if not obtained, would not have a material adverse effect on the business of the Company and its subsidiaries taken as a whole (such counsel being entitled to rely in respect of the opinion in this clause (ii) upon opinions (in form and substance reasonably satisfactory to the Representatives) of local counsel and of counsel for the subsidiaries, such counsel being acceptable to counsel for the Underwriters, copies of which shall be furnished to the Representatives; and in respect of matters of fact upon certificates of public officials or officers of the Company or its subsidiaries, provided that such counsel shall state that he believes that he is justified in relying upon such opinions); (iii) There are no legal or governmental proceedings pending, or, to the knowledge of such counsel, threatened, of a character that are required to be disclosed in the Registration Statement and Prospectus, other than as disclosed therein; to the knowledge of such counsel, there are no contracts, indentures, mortgages, deeds of trust, loan agreements or other documents of a character required to be described in the Registration Statement or Prospectus (or required to be filed under the Exchange Act if upon such filing they would be incorporated by reference therein) or to be filed as exhibits to the Registration Statement that are not described and filed as required and all descriptions in the Prospectus of such documents to which the Company or its subsidiaries are a party are accurate in all material respects; (iv) Neither the Company nor any of its subsidiaries is in violation of its articles of incorporation, charter or by-laws or in default in the performance or observance of any contractual obligation known to such counsel, the violation or default under which has or will have a material adverse effect on the business of the Company and its subsidiaries taken as a whole. The issue and sale of the Securities, the compliance by the Company with all of the provisions of the Securities, the Indenture, each of the Delayed Delivery Contracts, if any, this Agreement and the Pricing Agreement, and the consummation of the transactions herein and therein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any contract, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument for money borrowed to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, or (B) result in any violation of (x) the provisions of the Restated Articles of Incorporation, as amended, or the Amended and Restated By-Laws of the Company or (y) any statute, order, rule, regulation, judgment, order, writ or decree known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, in any manner which, in the case of clauses (A) and (B)(y), would have a material adverse effect on the business of the Company and its subsidiaries taken as a whole (such counsel being entitled to rely in respect of the opinion in this clause (iv) with respect to subsidiaries upon opinions (in form and substance reasonably satisfactory to the Representatives) of counsel for the subsidiaries, such counsel being acceptable to counsel for the Underwriters, copies of which shall be furnished to the Representatives, provided that such counsel shall state that he believes that he is justified in relying upon such opinions); 10 (v) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties is required for the issue and sale of the Securities, or the consummation by the Company of the other transactions contemplated by this Agreement, the Pricing Agreement, the Indenture, or any Delayed Delivery Contract, except such as may be required under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under "blue sky" or state securities laws or insurance laws in connection with the purchase and distribution of the Securities by the Underwriters; (vi) The Pricing Agreement (including the provisions of this Agreement) and any Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company; (vii) The Indenture (a) has been duly authorized, executed and delivered by the Company and (assuming the Indenture has been duly authorized, executed and delivered by the Trustee) constitutes a valid and legally binding instrument of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; (b) has been duly qualified under the Trust Indenture Act; and (c) conforms in all material respects to the description thereof in the Prospectus; (viii) The Securities (a) have been duly authorized and, when executed and authenticated pursuant to the Indenture and issued and delivered against payment therefor pursuant to this Agreement and the Pricing Agreement (or, in the case of any Contract Securities, pursuant to the Delayed Delivery Contracts with respect thereto), will be duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; (b) are in the form authorized in or pursuant to the Indenture; and (c) conform in all material respects to the description thereof in the Prospectus; (ix) The Registration Statement is effective under the Act and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission; (x) The Registration Statement, at the time it became effective, and as amended or supplemented as of the date of the Pricing Agreement (or, if the Company shall have elected to rely on Rule 434 under the Act, as of the time the Term Sheet was filed with the Commission pursuant to Rule 424(b) (7) under the Act) (other than the financial statements and supporting schedules included therein and the Form T-1, as to which no opinion or belief need be expressed), appeared on its face to be appropriately responsive in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the respective rules and regulations of the Commission thereunder; and (xi) The Company is not, and after giving effect to the issue and sale of the Securities will not be, an "investment company" as such term is defined in the Investment Company Act. In addition, such opinion shall also contain a statement that no facts have come to such counsel's attention that leads him to believe that the Registration Statement (other than the financial statements and supporting schedules and other financial data included therein or omitted therefrom and the 11 Form T-1, as to which such counsel need not express any comment), at the time it became effective, and if an amendment to the Registration Statement or an annual report on Form 10-K has been filed by the Company with the Commission subsequent to the effectiveness of the Registration Statement, then at the time each such amendment became effective and the most recent such Form 10-K was filed, and as of the date of the Pricing Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus (other than the financial statements and supporting schedules and other financial data included therein, as to which such counsel need not express any comment) as amended or supplemented to reflect the terms of the offering of the Securities by the Prospectus Supplement or Term Sheet, as the case may be, and as amended or supplemented at the Time of Delivery, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may rely as to matters of New York law upon the opinion or opinions of Sidley Austin Brown & Wood LLP (or other counsel licensed to practice in the State of New York) referred to in subsection 5(b); (d) At the Time of Delivery, the independent certified public accountants who have audited the consolidated financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement shall have furnished to the Representatives a letter or letters dated such Time of Delivery, with respect to such consolidated financial statements, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex II hereto; (e) Since the execution of the Pricing Agreement and since the respective dates as of which information is given in the Prospectus, there shall have been no material adverse change, nor any development or event involving a prospective material adverse change, in the business, financial condition, or results of operations of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business; (f) At the Time of Delivery, the Underwriters' Securities shall have the ratings accorded by Moody's Investors Service, Inc. and Standard & Poor's Ratings Services if and as specified in the Pricing Agreement. Subsequent to the execution of the Pricing Agreement, no downgrading or withdrawal shall have occurred in the rating accorded the Underwriters' Securities or any of the Company's other debt securities by either Moody's Investors Service, Inc. or Standard & Poor's Ratings Services; (g) The Company shall have furnished or caused to be furnished to the Representatives at the Time of Delivery, a certificate or certificates of the Company signed by the Chairman, the President or a Vice President of the Company and by the chief financial officer or chief accounting officer of the Company as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, and as to the matters set forth in the first two clauses of subsection 5(a) and in subsection 5(e); and (h) At the Time of Delivery, the Underwriters' Securities shall have been approved for listing, subject only to official notice of issuance, if and as specified in the Pricing Agreement. Section 6. INDEMNIFICATION. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, as incurred, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or 12 actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus, in each case, as amended, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating, preparing for or defending against any such action or claim, commenced or threatened; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus, in each case, as amended, in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives expressly for use therein; and provided, further, that the Company shall not be liable to any Underwriter under the indemnity agreement in this subsection (a) with respect to any Preliminary Prospectus to the extent that any such loss, claim, damage or liability of such Underwriter results from the fact that such Underwriter sold Underwriters' Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus as then amended or supplemented (excluding documents incorporated by reference therein) in any case where such delivery is required by the Act if the Company has previously furnished copies thereof to such Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission or alleged untrue statement or omission of a material fact contained in the Preliminary Prospectus which was corrected in the Prospectus (or the Prospectus as amended or supplemented). (b) Each Underwriter will severally indemnify and hold harmless the Company against any losses, claims, damages or liabilities, as incurred, to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus, in each case, as amended, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement or the Prospectus, in each case, as amended, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives expressly for use therein, and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating, preparing for or defending against any such action or claim, commenced or threatened. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement or threat of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement or threat thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be commenced or threatened against any indemnified party and it shall notify the indemnifying party of the commencement or threat thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish and so elect within a reasonable time after receipt of such notification, jointly with any other indemnifying 13 party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party and it being understood that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (provided that local counsel may be retained to the extent necessary) for all such indemnified parties (treating the indemnified party and the persons referred to in subsection (e) below to which the provisions of this Section 6 shall extend as a single indemnified party for such purpose)), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. Whether or not the indemnifying party elects to assume the defense of any action commenced or threatened in accordance with this subsection (c), the indemnifying party shall not be liable for any settlement of such action effected by the indemnified party unless such settlement is effected with the prior written consent of the indemnifying party. (d) If the indemnification provided for in this Section 6 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above and the indemnifying party was materially prejudiced thereby or the indemnified party is not entitled to receive the indemnification provided for in subsection (a) above because of the second proviso thereof, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, or, if Rule 434 under the Act is used, the corresponding location on the Term Sheet, bear to the aggregate initial public offering price of such Securities as set forth on such cover. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other hand and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission, including, with respect to any Underwriter, the extent to which such losses, claims, damages or liabilities (or actions in respect thereof) with respect to any Preliminary Prospectus result from the fact that such Underwriter sold Underwriters' Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus as then amended or supplemented 14 (excluding documents incorporated by reference) in any case where such delivery is required by the Act, if the Company has previously furnished copies thereof to such Underwriter and the loss, claim, damage or liability results from an untrue statement or omission or alleged untrue statement or omission of a material fact contained in the Preliminary Prospectus which was corrected in the Prospectus (or the Prospectus as amended or supplemented). The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing for or defending against any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (e) The obligations of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act; and the obligations of the Underwriters under this Section 6 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act. The Underwriters' respective obligations to contribute pursuant to Section 6(d) are several in proportion to the aggregate principal amount of Securities set forth opposite their respective names in the Pricing Agreement, and not joint. Section 7. DEFAULT OF UNDERWRITERS. (a) If any Underwriter shall default in its obligation to purchase the Underwriters' Securities which it has agreed to purchase under the Pricing Agreement, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Underwriters' Securities on the terms contained herein. If within twenty-four hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Underwriters' Securities, then the Company shall be entitled to a further period of twenty-four hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Underwriters' Securities on such terms. In the event that, within the respective prescribed periods, the Representatives notify the Company that they have so arranged for the purchase of such Underwriters' Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Underwriters' Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Underwriters' Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus 15 which in the opinion of the Representatives may thereby be made necessary. The term "Underwriter" as used in this Agreement and the Pricing Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing Agreement. (b) If, after giving effect to any arrangements for the purchase of the Underwriters' Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Underwriters' Securities which remains unpurchased does not exceed ten percent of the aggregate principal amount of the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Underwriters' Securities which such Underwriter agreed to purchase under the Pricing Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Securities which such Underwriter agreed to purchase under the Pricing Agreement) of the Underwriters' Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. The respective commitments of the Underwriters for purposes of this Section shall be determined without regard to reduction in the respective Underwriters' obligations to purchase the principal amounts of the Securities set forth opposite their names in Schedule I to the Pricing Agreement as a result of Delayed Delivery Contracts, if any, entered into by the Company. (c) If, after giving effect to any arrangements for the purchase of the Underwriters' Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Underwriters' Securities which remains unpurchased exceeds ten percent of the aggregate principal amount of the Securities as determined as set forth in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Underwriters' Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4 hereof and the indemnity and contribution agreements in Section 6 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default. Section 8. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Securities. If the Pricing Agreement shall be terminated pursuant to Section 7 hereof, the Company shall not then be under any liability to any Underwriter except as provided in Section 4 and Section 6 hereof; but, if for any other reason Underwriters' Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through the Representatives for all reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Underwriters' Securities, but the Company shall then be under no further liability to any Underwriter with respect to the Securities except as provided in Section 4 and Section 6 hereof. Section 9. TERMINATION. The Representatives may terminate the Pricing Agreement, immediately upon notice to the Company, at any time prior to the Time of Delivery, if (i) there shall have been, 16 since the time of execution of the Pricing Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change or any development or event involving a prospective material adverse change in the business, financial condition or results of operations of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business; or (ii) trading in any securities of the Company has been suspended or materially limited by the Commission or any national securities exchange or quotation system on which the Company's securities are listed or quoted; or (iii) there shall have occurred, since the date of the Pricing Agreement, any of the following (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or any other exchange on which application shall have been made to list the Securities, or (B) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities, or (C) an outbreak or escalation of hostilities or other national or international calamity or crisis, if the effect of any such event specified in this clause (iii) in the reasonable judgment of the Representatives makes it impracticable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Prospectus. Section 10. PARTIES AND NOTICES. (a) In all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement; and (b) Unless otherwise provided herein, all statements, requests, notices and agreements hereunder shall be in writing, or by telegram or facsimile transmission, and if to the Underwriters shall be sufficient in all respects if delivered or sent by first class U.S. mail to the Representatives, as such, at the address of the Representatives designated for such purpose as set forth in the Pricing Agreement; and if to the Company shall be sufficient in all respects if delivered or sent by first class U.S. mail to the Company c/o American General Corporation, 2929 Allen Parkway, A41-03, Houston, Texas 77019-2155, Attention: Treasurer; provided, however, that any notice to an Underwriter pursuant to Section 6(c) hereof shall be delivered or sent by first class U.S. mail to such Underwriter at its address set forth in its Underwriters' Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by the Representatives upon request. Section 11. SUCCESSORS. This Agreement and the Pricing Agreement shall be binding upon, and inure solely to the benefit of the Underwriters, the Company and, to the extent provided in Section 6 and Section 8 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or the Pricing Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase. Section 12. GOVERNING LAW. This Agreement and the Pricing Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed in such State. Section 13. COUNTERPARTS. The Pricing Agreement may be executed by any one or more of the parties thereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. 17 ANNEX I PRICING AGREEMENT [Name of Representatives] [Name of Co-Representative(s)] As representatives of the several Underwriters named in Schedule I hereto [c/o Representatives] [Address of Representative] , 20 Dear Sirs: American General Finance Corporation, an Indiana corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement filed as an exhibit to the Company's registration statement on Form S-3 (No. 333- ) and attached hereto (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the debt securities (the "Debt Securities") specified in Schedule II hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters pursuant to Section 10 of the Underwriting Agreement and the address of the Representatives referred to in such Section 10 are set forth in Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Debt Securities set forth opposite the name of such Underwriter in Schedule I hereto [, less the principal amount of Debt Securities covered by Delayed Delivery Contracts, if any]. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting 1 Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. Very truly yours, AMERICAN GENERAL FINANCE CORPORATION By: --------------------------------------- (Title) Accepted as of the date hereof: [Name of Representative Corporation] By: --------------------------------------] (Title) [Name of Representative Partnership - -------------------------------------------- (Name of Representative Partnership)] On behalf of each of the Underwriters
2 SCHEDULE I
PRINCIPAL AMOUNT OF DEBT SECURITIES UNDERWRITER TO BE PURCHASED - ----------- ------------------ [Names of Representatives].................................. $ [Names of other Underwriters]............................... -------- Total....................................................... $ ========
3 SCHEDULE II TITLE OF DEBT SECURITIES: [ %] [Floating Rate] [Zero Coupon] Senior [Notes] [Debentures] due FORM OF DEBT SECURITIES: [Global Security-Book Entry] [Certificated] [Bearer] AGGREGATE PRINCIPAL AMOUNT: $ [RATINGS: MOODY'S INVESTORS SERVICE, INC. STANDARD & POOR'S RATINGS SERVICES ] PRICE TO PUBLIC: % of the principal amount of the Debt Securities, plus accrued interest[, if any,] from to [and accrued amortization, if any, from to ] PURCHASE PRICE BY % of the principal amount of the Debt Securities plus UNDERWRITERS: accrued interest[, if any,] from to [and accrued amortization, if any, from to ] INDENTURE: Indenture dated as of May 1, 1999 between the Company and Citibank, N.A., as Trustee. TIME OF DELIVERY: [Time and date], 20 . CLOSING LOCATION: NAMES AND ADDRESSES OF Designated Representatives: REPRESENTATIVES: Address for Notices, etc.: [SECURITIES EXCHANGE: Debt Securities to be listed on the [New York] Stock Exchange] [FILING DATE: Time and date Prospectus Supplement and/or Term Sheet to be filed pursuant to Rule 424 (b) [if different than provided in Section 3(a)]] DELAYED DELIVERY: [None] [Underwriters' commission shall be % of the principal amount of Debt Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] MATURITY: INTEREST RATE: [ %] [Zero Coupon] [See Floating Rate Provisions] INTEREST PAYMENT DATES: [months and dates] RECORD DATES: [months and dates] REDEMPTION PROVISIONS: [No provisions for redemption] [The Debt Securities may be redeemed, [otherwise than through the sinking fund,] in whole or in part at the option of the Company, in the amount of $ or an integral multiple thereof, ] [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12-month period beginning , YEAR REDEMPTION PRICE
4 and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling on or after , , at the election of the Company, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for changes in tax law] [Restriction on refunding] REPAYMENT PROVISIONS: [None] [Debt Securities are repayable on , [insert date and year[s]], at the option of the holder, at their principal amount with accrued interest.] SINKING FUND PROVISIONS: [No sinking fund provisions] [The Debt Securities are entitled to the benefit of a sinking fund to retire $ principal amount of Debt Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulative] redemptions at the option of the Company to retire an additional $ principal amount of Debt Securities in the years through at 100% of the principal amount plus accrued interest.] [IF DEBT SECURITIES ARE EXTENDIBLE SECURITIES, INSERT-- EXTENDIBLE PROVISIONS: Debt Securities are repayable on , [insert date and years], at the option of the holder at their principal amount with accrued interest. Initial annual interest rate will be %, and thereafter annual interest rate will be adjusted on , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].]
5 [IF DEBT SECURITIES ARE FLOATING RATE SECURITIES, INSERT-- FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [quarterly] [semi-annually] [on each , , and ] [to an annual rate of % above the average rate for -year [month] [securities] [certificates of deposit] by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate of -month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].] [OTHER TERMS]*:]
- ------------------------ * A description of particular tax, accounting or other unusual features of the Debt Securities should be set forth, or referenced to an ATTACHED AND ACCOMPANYING description, if necessary to the Company's and Underwriters' understanding of the transaction contemplated. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. 6 ANNEX II Pursuant to subsection 5(d) of the Underwriting Agreement, the Underwriters shall have received from the independent certified public accountants who have audited the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement and Prospectus, one or more letters, dated as of the Time of Delivery, each of which shall be to the effect that they are independent auditors with respect to the Company within the meaning of the Act and the applicable published rules and regulations thereunder and which, when read together, shall be to the further effect that: (i) In their opinion the consolidated financial statements audited by them and included or incorporated by reference in the Registration Statement and Prospectus, comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations thereunder; (ii) On the basis of performing the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement on Auditing Standards No. 71, INTERIM FINANCIAL INFORMATION, on any unaudited financial statements included or incorporated by reference in the Registration Statement and Prospectus, a reading of any other unaudited financial statement data included or incorporated by reference in the Registration Statement and Prospectus, a reading of the latest available interim unaudited financial statements of the Company and its subsidiaries ("Interim Financials"), if any, a reading of any unaudited pro forma financial statements included or incorporated by reference in the Registration Statement and Prospectus and a reading of the minutes of the Company's shareholder's meetings, the meetings of the Board of Directors, the Executive Committee of the Board of Directors and the Terms and Pricing Committee of the Board of Directors since the end of the most recent fiscal year with respect to which an audit report has been issued and inquiries of and discussions with certain officials of the Company who have responsibility for financial and accounting matters with respect to the unaudited financial statements and any other unaudited financial statement data included or incorporated by reference in the Registration Statement and Prospectus, any Interim Financials, and any unaudited pro forma financial statements included or incorporated by reference in the Registration Statement and Prospectus, and as to whether (1) as of a specified date not more than three business days prior to the date of the letter, there was any change in the consolidated capital stock or any increase in consolidated long-term debt of the Company and its subsidiaries (except for increases due to accretion of discount on original issue discount securities, if any) or any decrease in the consolidated net assets of the Company and its subsidiaries as compared with the amounts shown on the most recent consolidated balance sheet of the Company and its subsidiaries included or incorporated by reference in the Registration Statement and Prospectus (the "Recent Balance Sheet") or (2) during the period, if any, from the date of the Recent Balance Sheet to the date of the most recent balance sheet included in the Interim Financials (the "Interim Period") there was any decrease, as compared with the corresponding period in the preceding year, in consolidated total revenues or in consolidated net income of the Company and its subsidiaries, or (3) during the period from the date of the Recent Balance Sheet to a specified date not more than three business days prior to the date of the letter there was any decrease, as compared with the corresponding period in the preceding year, in consolidated total revenues or in consolidated net income of the Company and its subsidiaries, which reading, inquiries and discussions would not necessarily reveal changes in the financial position or results of operations or inconsistencies in the application of generally accepted accounting principles or other matters of significance with respect to the following, nothing came to their attention that caused them to believe that (A) any material modifications should be made to the unaudited 1 financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement and Prospectus for them to be in conformity with generally accepted accounting principles or that such unaudited financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related published rules and regulations thereunder, (B) the Interim Financials, if any, are not stated on a basis substantially consistent with that of the audited consolidated financial statements included or incorporated by reference in the Registration Statement and Prospectus, (C) any other unaudited financial statement data included or incorporated by reference in the Registration Statement and Prospectus do not agree with the corresponding items in the unaudited financial statements from which such data were derived or any such unaudited financial statement data were not determined on a basis substantially consistent with the corresponding amounts in the audited financial statements included or incorporated by reference in the Registration Statement and Prospectus, (D) any unaudited pro forma financial statements included or incorporated by reference in the Registration Statement and Prospectus do not comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements, (E)(1) as of the date of the Interim Financials, if any, and as of a specified date not more than three business days prior to the date of the letter, there was any change in the consolidated capital stock or any increase in consolidated long-term debt of the Company and its subsidiaries (except for increases due to accretion of discount on original issue discount securities, if any) or any decrease in the consolidated net assets of the Company and its subsidiaries as compared with the amounts shown on the Recent Balance Sheet or (2) during any Interim Period, there was any decrease, as compared with the corresponding period in the preceding year, in consolidated total revenues or in consolidated net income of the Company and its subsidiaries, or (3) during the period from the date of the Recent Balance Sheet to a specified date not more than three business days prior to the date of the letter there was any decrease, as compared with the corresponding period in the preceding year, in consolidated total revenues or in consolidated net income of the Company and its subsidiaries except in each such case for (1), (2) and (3) as set forth in or contemplated by the Registration Statement and Prospectus or except for such exceptions as may be enumerated in such letter; and (iii) In addition to the limited procedures referred to in clause (ii) above, they have carried out certain other specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information which are derived from the general financial and accounting records of the Company and its subsidiaries, which are included or incorporated by reference in the Registration Statement and Prospectus and which are specified by the Representatives and have compared such amounts, percentages and financial information with the financial and accounting records of the Company and its subsidiaries and have found them to be in agreement. 2 ANNEX III DELAYED DELIVERY CONTRACT , 20 AMERICAN GENERAL FINANCE CORPORATION c/o [Name and address of appropriate Representatives] Attention: Dear Sirs: The undersigned hereby agrees to purchase from American General Finance Corporation (hereinafter called the "Company"), and the Company agrees to sell to the undersigned, [$ principal amount] of the Company's [Title of Securities] (the "Securities"), offered by the Company's Prospectus dated , 20 , as amended or supplemented by the Prospectus Supplement dated , 20 , receipt of a copy of which is hereby acknowledged, at a purchase price of [% of the principal amount thereof] [, plus accrued interest, if any, from the date from which interest accrues as set forth below,][and accrued amortization, if any, from [ ] [the date from which interest accrues as set forth below][to the Delivery Date] and on the further terms and conditions set forth in this contract. [The undersigned will purchase the Securities from the Company on , 20 (the "Delivery Date") and interest on the Securities so purchased will accrue from , 20 .] [The undersigned will purchase the Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below:
[DATE FROM WHICH DELIVERY DATE PRINCIPAL AMOUNT INTEREST ACCRUES - ------------- ---------------- ------------------ , 20 ....................... $ , 20 , 20 ....................... $ , 20]
Each such date on which Securities are to be purchased hereunder is hereinafter referred to as a "Delivery Date".] Payment for the Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company by wire transfer of immediately available funds to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Securities then to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than [three] full business days prior to [the] [such] Delivery Date. The obligation of the Company to make delivery of and accept payment for, and the obligation of the undersigned to take delivery of and make payment for, Securities on [the] [each] Delivery Date shall be subject only to the conditions that (1) the purchase of the Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of any jurisdiction to which the undersigned is subject, and (2) the Company shall have sold to the Underwriters the total principal amount of the Securities less the principal amount thereof covered by this and other similar contracts. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Securities 1 pursuant to other contracts similar to this contract. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Securities hereby agreed to be purchased by it under the laws of any jurisdiction to which the undersigned is subject. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the Company delivered to the Underwriters in connection therewith. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company's sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. This contract shall be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed in such state. Yours very truly, -------------------------------------------- (Name of Purchaser By ---------------------------------------- (Signature) ---------------------------------------- (Name and Title) ---------------------------------------- (Address) Accepted 20, AMERICAN GENERAL FINANCE CORPORATION By ---------------------------------------- [Title]
2 PURCHASER--PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please type or print.)
TELEPHONE NO. NAME (INCLUDING AREA CODE) - ---- ---------------------------------------------
3 EX-5 3 a2054611zex-5.txt EXHIBIT 5 EXHIBIT 5 July 26, 2001 American General Finance Corporation 601 N.W. Second Street Evansville, Indiana 47708 Ladies and Gentlemen: This opinion is furnished in connection with the proposed issuance and sale by American General Finance Corporation, an Indiana corporation (the "Company") of up to $3,500,000,000 aggregate principal amount of its debt securities (the "Debt Securities") pursuant to: (a) The Company's Registration Statement on Form S-3 relating to the Debt Securities (the "Registration Statement"); and (b) The Indenture, dated as of May 1, 1999, between the Company and Citibank, N.A. ("Citibank"), as Trustee, pursuant to which the Debt Securities are to be issued (the "Indenture"). I am Senior Vice President, General Counsel and Secretary of the Company, and am familiar with and have examined, either personally or through attorneys under my supervision, direction and control, originals or copies certified to my satisfaction, of the Registration Statement, the Indenture, the Restated Articles of Incorporation and bylaws of the Company and such other corporate records, certificates of corporate officials as to certain matters of fact, and instruments and documents as I have deemed necessary or advisable as a basis for the opinions set forth herein. In such examination, I have assumed the genuineness of all signatures (other than the signatures of persons signing on behalf of the Company), the authenticity and completeness of all documents, certificates, instruments and records submitted as originals and the conformity to the original instruments of all documents submitted as copies, and the authenticity and completeness of the originals of such copies. In addition, in rendering this opinion, as to certain matters of fact, I have relied solely upon certificates of officers of the Company and certificates or telegrams of public officials, without any independent investigation of such matters. Based upon the foregoing, I am of the opinion that: 1. The Company is existing as a corporation under the laws of the State of Indiana. 2. When the issuance of a Debt Security has been duly authorized by all necessary corporate action of the Company as contemplated by the Indenture, subject to the terms of such Debt Security being otherwise in compliance with then applicable law, and when such Debt Security has been duly executed, authenticated, sold and delivered in the form approved pursuant to and in accordance with the terms of the Indenture and as described in the Registration Statement, which Registration Statement shall have become effective, the supplement or supplements to the Prospectus constituting a part thereof and, if applicable, such agreement or agreements as may have been duly authorized and executed in connection with the sale of such Debt Security, such Debt Security will be a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (a) enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general equity principles and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. To the extent that the obligations of the Company under such Debt Security may be dependent upon such matters, I assume for purposes of this opinion that Citibank is a national banking association at all times duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation with full power and authority to American General Finance Corporation July 26, 2001 Page 2 enter into and perform its obligations under the Indenture, and the Indenture, at the time of the issuance and sale of such Debt Security, will constitute the valid and legally binding obligation of Citibank, enforceable against Citibank in accordance with its terms. The laws covered by the opinions expressed herein are limited to the laws of the State of Indiana and, with respect to the opinions expressed in paragraph 2 above, the laws of the State of New York. I consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the heading "Legal Opinions" in the prospectus included in the Registration Statement. In giving such consent, I do not admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission thereunder. This opinion is for the sole benefit of the addressee and, without my express prior written consent, may not be relied upon by any other person. Very truly yours, /s/ TIMOTHY M. HAYES Timothy M. Hayes Senior Vice President, General Counsel and Secretary EX-12 4 a2054611zex-12.txt EXHIBIT 12 EXHIBIT 12 AMERICAN GENERAL FINANCE CORPORATION AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
THREE MONTHS ENDED YEARS ENDED DECEMBER 31, MARCH 31, ------------------------------------------------------ 2001 2000 1999 1998 1997 1996 ---------- ---------- -------- -------- -------- -------- (DOLLARS IN THOUSANDS) EARNINGS: Income before provision for income taxes..... $106,736 $ 408,803 $352,751 $306,228 $216,113 $ 79,633 Interest expense (including $23,221 for 1997 to fund assets held for sale).............. 167,238 677,372 563,966 501,533 474,135 482,343 Implicit interest in rents................... 4,277 16,310 15,641 12,026 13,615 14,620 -------- ---------- -------- -------- -------- -------- Total earnings................................. $278,251 $1,102,485 $932,358 $819,787 $703,863 $576,596 ======== ========== ======== ======== ======== ======== FIXED CHARGES: Interest expense (including $23,221 for 1997 to fund assets held for sale).............. $167,238 $ 677,372 $563,966 $501,533 $474,135 $482,343 Implicit interest in rents................... 4,277 16,310 15,641 12,026 13,615 14,620 -------- ---------- -------- -------- -------- -------- Total fixed charges............................ $171,515 $ 693,682 $579,607 $513,559 $487,750 $496,963 ======== ========== ======== ======== ======== ======== RATIO OF EARNINGS TO FIXED CHARGES 1.62 1.59 1.61 1.60 1.44 1.16 ======== ========== ======== ======== ======== ========
EX-23.(B) 5 a2054611zex-23_b.txt EXHIBIT 23(B) EXHIBIT 23(B) CONSENT OF INDEPENDENT AUDITORS We consent to the references to our firm under the captions "Selected Financial Information" and "Experts" in the Registration Statement (Form S-3) and related Prospectus of American General Finance Corporation for the registration of $3,500,000,000 proposed maximum aggregate offering price of Debt Securities and to the incorporation by reference therein of our report dated January 23, 2001, with respect to the consolidated financial statements of American General Finance Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Indianapolis, Indiana July 25, 2001 EX-24 6 a2054611zex-24.txt EXHIBIT 24 EXHIBIT 24 POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL FINANCE CORPORATION, an Indiana corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 ("Registration Statement") including a prospectus therein (the "Prospectus"), with such amendments (including pre-effective and post-effective amendments) to such Registration Statement and any supplement or supplements to the Prospectus as may be necessary or appropriate, in connection with the registration of up to $3.5 billion aggregate principal amount of senior debt securities (the "Debt Securities") to be issued by the Company and may file with the Commission pursuant to Rule 462(b) promulgated under the Act a Registration Statement on Form S-3 for the registration of additional Debt Securities (the "Rule 462(b) Registration Statement"); NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company does hereby appoint Frederick W. Geissinger, Donald R. Breivogel, Jr., Timothy M. Hayes and Nicholas R. Rasmussen, and each of them, severally, his true and lawful attorney-in-fact or attorneys-in-fact, with or without the others and with full power of substitution and resubstitution, to execute in his name, place, and stead, in his capacity as a director or officer or both, as the case may be, of the Company: (1) the Registration Statement, and any Rule 462(b) Registration Statement including the Prospectus and exhibits thereto and any and all amendments (including pre-effective and post-effective amendments) to such Registration Statement or Rule 462(b) Registration Statement and any supplement or supplements to the Prospectus as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission and to appear before the Commission in connection with any matter relating thereto; and (2) any application, statement, petition, notice, or other document, or any amendment thereto, or any exhibit filed in connection therewith, which is required to register or qualify (or exempt from registration or qualification) the securities of the Company being offered, and to register or license the Company as a broker or dealer in securities, under the securities or blue-sky or insurance laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by the Registration Statement or any Rule 462(b) Registration Statement. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable in connection with the Registration Statement or any Rule 462(b) Registration Statement or related securities or blue-sky or insurance filings, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument this 18th day of July, 2001. /s/ STEPHEN L. BLAKE -------------------------------------- STEPHEN L. BLAKE STATE OF INDIANA ) ) SS: COUNTY OF VANDERBURGH ) Before me, a Notary Public in and for said County and State, personally appeared Stephen L. Blake who acknowledged the execution of the foregoing Power of Attorney. Witness my hand and Notarial Seal, this 18th day of July, 2001. /s/ GEORGANNA M. HOFFMAN -------------------------------------- Printed: Georganna M. Hoffman Notary Public County of Residence: Vanderburgh Commission Expires: 10/6/07 POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL FINANCE CORPORATION, an Indiana corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 ("Registration Statement") including a prospectus therein (the "Prospectus"), with such amendments (including pre-effective and post-effective amendments) to such Registration Statement and any supplement or supplements to the Prospectus as may be necessary or appropriate, in connection with the registration of up to $3.5 billion aggregate principal amount of senior debt securities (the "Debt Securities") to be issued by the Company and may file with the Commission pursuant to Rule 462(b) promulgated under the Act a Registration Statement on Form S-3 for the registration of additional Debt Securities (the "Rule 462(b) Registration Statement"); NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company does hereby appoint Frederick W. Geissinger, Donald R. Breivogel, Jr., Timothy M. Hayes and Nicholas R. Rasmussen, and each of them, severally, his true and lawful attorney-in-fact or attorneys-in-fact, with or without the others and with full power of substitution and resubstitution, to execute in his name, place, and stead, in his capacity as a director or officer or both, as the case may be, of the Company: (1) the Registration Statement, and any Rule 462(b) Registration Statement including the Prospectus and exhibits thereto and any and all amendments (including pre-effective and post-effective amendments) to such Registration Statement or Rule 462(b) Registration Statement and any supplement or supplements to the Prospectus as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission and to appear before the Commission in connection with any matter relating thereto; and (2) any application, statement, petition, notice, or other document, or any amendment thereto, or any exhibit filed in connection therewith, which is required to register or qualify (or exempt from registration or qualification) the securities of the Company being offered, and to register or license the Company as a broker or dealer in securities, under the securities or blue-sky or insurance laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by the Registration Statement or any Rule 462(b) Registration Statement. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable in connection with the Registration Statement or any Rule 462(b) Registration Statement or related securities or blue-sky or insurance filings, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument this 18th day of July, 2001. /s/ ROBERT A. COLE -------------------------------------- ROBERT A. COLE STATE OF INDIANA ) ) SS: COUNTY OF VANDERBURGH ) Before me, a Notary Public in and for said County and State, personally appeared Robert A. Cole who acknowledged the execution of the foregoing Power of Attorney. Witness my hand and Notarial Seal, this 18th day of July, 2001. /s/ GEORGANNA M. HOFFMAN -------------------------------------- Printed: Georganna M. Hoffman Notary Public County of Residence: Vanderburgh Commission Expires: 10/6/07 POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL FINANCE CORPORATION, an Indiana corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 ("Registration Statement") including a prospectus therein (the "Prospectus"), with such amendments (including pre-effective and post-effective amendments) to such Registration Statement and any supplement or supplements to the Prospectus as may be necessary or appropriate, in connection with the registration of up to $3.5 billion aggregate principal amount of senior debt securities (the "Debt Securities") to be issued by the Company and may file with the Commission pursuant to Rule 462(b) promulgated under the Act a Registration Statement on Form S-3 for the registration of additional Debt Securities (the "Rule 462(b) Registration Statement"); NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company does hereby appoint Frederick W. Geissinger, Donald R. Breivogel, Jr., Timothy M. Hayes and Nicholas R. Rasmussen, and each of them, severally, his true and lawful attorney-in-fact or attorneys-in-fact, with or without the others and with full power of substitution and resubstitution, to execute in his name, place, and stead, in his capacity as a director or officer or both, as the case may be, of the Company: (1) the Registration Statement, and any Rule 462(b) Registration Statement including the Prospectus and exhibits thereto and any and all amendments (including pre-effective and post-effective amendments) to such Registration Statement or Rule 462(b) Registration Statement and any supplement or supplements to the Prospectus as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission and to appear before the Commission in connection with any matter relating thereto; and (2) any application, statement, petition, notice, or other document, or any amendment thereto, or any exhibit filed in connection therewith, which is required to register or qualify (or exempt from registration or qualification) the securities of the Company being offered, and to register or license the Company as a broker or dealer in securities, under the securities or blue-sky or insurance laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by the Registration Statement or any Rule 462(b) Registration Statement. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable in connection with the Registration Statement or any Rule 462(b) Registration Statement or related securities or blue-sky or insurance filings, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument this 18th day of July, 2001. /s/ JERRY L. GILPIN -------------------------------------- JERRY L. GILPIN STATE OF INDIANA ) ) SS: COUNTY OF VANDERBURGH ) Before me, a Notary Public in and for said County and State, personally appeared Jerry L. Gilpin who acknowledged the execution of the foregoing Power of Attorney. Witness my hand and Notarial Seal, this 18th day of July, 2001. /s/ GEORGANNA M. HOFFMAN -------------------------------------- Printed: Georganna M. Hoffman Notary Public County of Residence: Vanderburgh Commission Expires: 10/6/07 POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL FINANCE CORPORATION, an Indiana corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 ("Registration Statement") including a prospectus therein (the "Prospectus"), with such amendments (including pre-effective and post-effective amendments) to such Registration Statement and any supplement or supplements to the Prospectus as may be necessary or appropriate, in connection with the registration of up to $3.5 billion aggregate principal amount of senior debt securities (the "Debt Securities") to be issued by the Company and may file with the Commission pursuant to Rule 462(b) promulgated under the Act a Registration Statement on Form S-3 for the registration of additional Debt Securities (the "Rule 462(b) Registration Statement"); NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company does hereby appoint Frederick W. Geissinger, Donald R. Breivogel, Jr., Timothy M. Hayes and Nicholas R. Rasmussen, and each of them, severally, his true and lawful attorney-in-fact or attorneys-in-fact, with or without the others and with full power of substitution and resubstitution, to execute in his name, place, and stead, in his capacity as a director or officer or both, as the case may be, of the Company: (1) the Registration Statement, and any Rule 462(b) Registration Statement including the Prospectus and exhibits thereto and any and all amendments (including pre-effective and post-effective amendments) to such Registration Statement or Rule 462(b) Registration Statement and any supplement or supplements to the Prospectus as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission and to appear before the Commission in connection with any matter relating thereto; and (2) any application, statement, petition, notice, or other document, or any amendment thereto, or any exhibit filed in connection therewith, which is required to register or qualify (or exempt from registration or qualification) the securities of the Company being offered, and to register or license the Company as a broker or dealer in securities, under the securities or blue-sky or insurance laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by the Registration Statement or any Rule 462(b) Registration Statement. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable in connection with the Registration Statement or any Rule 462(b) Registration Statement or related securities or blue-sky or insurance filings, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument this 18th day of July, 2001. /s/ PHILIP M. HANLEY -------------------------------------- Philip M. Hanley STATE OF INDIANA ) ) SS: COUNTY OF VANDERBURGH ) Before me, a Notary Public in and for said County and State, personally appeared Philip M. Hanley who acknowledged the execution of the foregoing Power of Attorney. Witness my hand and Notarial Seal, this 18th day of July, 2001. /s/ GEORGANNA M. HOFFMAN -------------------------------------- Printed: Georganna M. Hoffman Notary Public County of Residence: Vanderburgh Commission Expires: 10/6/07 POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL FINANCE CORPORATION, an Indiana corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 ("Registration Statement") including a prospectus therein (the "Prospectus"), with such amendments (including pre-effective and post-effective amendments) to such Registration Statement and any supplement or supplements to the Prospectus as may be necessary or appropriate, in connection with the registration of up to $3.5 billion aggregate principal amount of senior debt securities (the "Debt Securities") to be issued by the Company and may file with the Commission pursuant to Rule 462(b) promulgated under the Act a Registration Statement on Form S-3 for the registration of additional Debt Securities (the "Rule 462(b) Registration Statement"); NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company does hereby appoint Frederick W. Geissinger, Donald R. Breivogel, Jr., Timothy M. Hayes and Nicholas R. Rasmussen, and each of them, severally, his true and lawful attorney-in-fact or attorneys-in-fact, with or without the others and with full power of substitution and resubstitution, to execute in his name, place, and stead, in his capacity as a director or officer or both, as the case may be, of the Company: (1) the Registration Statement, and any Rule 462(b) Registration Statement including the Prospectus and exhibits thereto and any and all amendments (including pre-effective and post-effective amendments) to such Registration Statement or Rule 462(b) Registration Statement and any supplement or supplements to the Prospectus as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission and to appear before the Commission in connection with any matter relating thereto; and (2) any application, statement, petition, notice, or other document, or any amendment thereto, or any exhibit filed in connection therewith, which is required to register or qualify (or exempt from registration or qualification) the securities of the Company being offered, and to register or license the Company as a broker or dealer in securities, under the securities or blue-sky or insurance laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by the Registration Statement or any Rule 462(b) Registration Statement. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable in connection with the Registration Statement or any Rule 462(b) Registration Statement or related securities or blue-sky or insurance filings, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument this 18th day of July, 2001. /s/ BEN D. HENDRIX -------------------------------------- Ben D. Hendrix STATE OF INDIANA ) ) SS: COUNTY OF VANDERBURGH ) Before me, a Notary Public in and for said County and State, personally appeared Ben D. Hendrix who acknowledged the execution of the foregoing Power of Attorney. Witness my hand and Notarial Seal, this 18th day of July, 2001. /s/ GEORGANNA M. HOFFMAN -------------------------------------- Printed: Georganna M. Hoffman Notary Public County of Residence: Vanderburgh Commission Expires: 10/6/07 EX-25 7 a2054611zex-25.txt EXHIBIT 25 EXHIBIT 25 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ------------------------ CITIBANK, N.A. (Exact name of trustee as specified in its charter) 13-5266470 (I.R.S. employer identification no.) 399 PARK AVENUE, NEW YORK, NEW YORK 10043 (Address of principal executive office) (Zip Code)
------------------------ AMERICAN GENERAL FINANCE CORPORATION (Exact name of obligor as specified in its charter) INDIANA 35-0416090 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 601 N.W. SECOND STREET 47708 EVANSVILLE, INDIANA (Zip Code) (Address of principal executive offices)
------------------------ DEBT SECURITIES (Title of the indenture securities) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject.
NAME ADDRESS - ---- ------- Comptroller of the Currency.......... Washington, D.C. Federal Reserve Bank of New York..... New York, NY 33 Liberty Street New York, NY Federal Deposit Insurance Washington, D.C. Corporation........................
(b) Whether it is authorized to exercise corporate trust powers. Yes. ITEM 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the trustee, describe each such affiliation. None. ITEM 16. LIST OF EXHIBITS. List below all exhibits filed as a part of this Statement of Eligibility. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto. Exhibit 1--Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983) Exhibit 2--Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577). Exhibit 3--Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519) Exhibit 4--Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988) Exhibit 5--Not applicable. Exhibit 6--The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.) Exhibit 7--Copy of the latest Report of Condition of Citibank, N.A. (as of March 31, 2001--attached) Exhibit 8--Not applicable. Exhibit 9--Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 24th day of July, 2001. CITIBANK, N.A. By /s/ P. DEFELICE -------------------------------------- P. DeFelice VICE PRESIDENT
Charter No. 1461 Comptroller of the Currency Northeastern District REPORT OF CONDITION CONSOLIDATED DOMESTIC AND FOREIGN SUBSIDIARIES OF CITIBANK, N.A. of New York in the State of New York, at the close of business on March 31, 2001, published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District.
THOUSANDS OF DOLLARS ----------- ASSETS Cash & balances due: Noninterest-bearing balances................................ 8,899,000 Interest-bearing balances................................... 21,247,000 Securities: Held-to-Maturity securities................................. 0 Available-for-sale securities............................... 39,868,000 Federal funds sold.......................................... 11,252,000 Loans and leases held for sale.............................. 4,215,000 Loans and Leases, net of unearned income.................... 242,480,000 LESS: Allowance for loan and lease losses................... 4,544,000 Loans and leases, net of earned income and allowance........ 237,936,000 Trading assets.............................................. 39,123,000 Premises and fixed assets................................... 3,974,000 Other real estate owned..................................... 286,000 Investments in unconsolidated subsidiaries.................. 867,000 Customers' liability on acceptances outstanding............. 1,528,000 Intangible assets: Goodwill.................................................... 2,273,000 Other intangible assets..................................... 3,595,000 Other assets................................................ 20,806,000 ----------- TOTAL ASSETS................................................ 395,869,000 =========== LIABILITIES Deposits: In domestic offices......................................... 71,054,000 Noninterest-bearing......................................... 12,620,000 Interest-bearing............................................ 58,434,000 In foreign offices.......................................... 212,602,000 Noninterest-bearing......................................... 14,351,000 Interest-bearing............................................ 198,251,000 Federal funds purchased and securities sold................. 6,932,000 Trading liabilities......................................... 29,238,000 Other borrowed money........................................ 23,697,000 Bank's liability on acceptances............................. 1,528,000 Subordinated notes and debentures........................... 8,675,000 Other liabilities........................................... 14,481,000 ----------- TOTAL LIABILITIES........................................... 368,207,000 ===========
THOUSANDS OF DOLLARS ----------- EQUITY CAPITAL Perpetual preferred stock................................... 0 Common stock................................................ 751,000 Surplus..................................................... 11,554,000 Retained earnings........................................... 15,961,000 Accumulated other comprehensive income...................... (813,000) Other equity capital components............................. 0 ----------- TOTAL EQUITY CAPITAL........................................ 27,453,000 ----------- TOTAL LIABILITIES, MINORITY INTEREST AND EQUITY CAPITAL..... 395,869,000 ===========
I, Roger W. Trupin, Controller of the abovenamed bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. ROGER W. TRUPIN CONTROLLER We, the undersigned directors, attest to the correctness of this Report of Condition. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. VICTOR J. MENEZES WILLIAM R. RHODES ALAN S. MACDONALD -----END PRIVACY-ENHANCED MESSAGE-----