-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, oMRGUKlEL0zgJfY73MwYlX2o+LP7Sm8Xi9+WGPVOpdoJ9ylbgaDt4A2Xjkfc+bK8 dL4VQXJYU+4vQ/iIYhlogw== 0000005103-94-000051.txt : 19940701 0000005103-94-000051.hdr.sgml : 19940701 ACCESSION NUMBER: 0000005103-94-000051 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN GENERAL CORP /TX/ CENTRAL INDEX KEY: 0000005103 STANDARD INDUSTRIAL CLASSIFICATION: 6311 IRS NUMBER: 740483432 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07981 FILM NUMBER: 94535071 BUSINESS ADDRESS: STREET 1: 2929 ALLEN PKWY CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 7135221111 11-K 1 VALIC AGENTS' & MANAGERS' THRIFT PLAN 12/31/93 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________________ FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 _____________________ X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 1993 OR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from _______ to ______ Commission file number 1-7981 Full title of the Plan: THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AGENTS' AND MANAGERS' THRIFT PLAN Name of the issuer of the securities held pursuant to the Plan and the address of its principal executive office: AMERICAN GENERAL CORPORATION 2929 Allen Parkway Houston, Texas 77019 THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN DECEMBER 31, 1993 Audited Financial Statements Report of Independent Auditors ......................................... 1 Statement of Net Assets Available for Benefits ......................... 2 Statement of Changes in Net Assets Available for Benefits .............. 4 Notes to Financial Statements .......................................... 6 Schedules Assets Held for Investment ............................................. 10 Reportable Transactions ................................................ 11 Signature Page ............................................................ 12 Appendix: Consent of Independent Auditors ................................ 14 Report of Independent Auditors Administrative Board The Variable Annuity Life Insurance Co. Agents' and Managers' Thrift Plan We have audited the accompanying statements of net assets available for benefits of the Variable Annuity Life Insurance Co. Agents' and Managers' Thrift Plan as of December 31, 1993 and 1992 and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1993 and 1992, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment as of December 31, 1993 and reportable transactions for the year then ended are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 financial statements taken as a whole. ERNST & YOUNG Houston, Texas March 2, 1994 - 1 - THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1993 Stock Cash Mutual Mutual Total Fund Fund Fund A Fund B Assets Investments at fair value American General Corporation common stock (1,472,339 shares) ..... $42,145,694 $42,145,694 $ - $ - $ - The Variable Annuity Life Insurance Company group deposit administration contract ............... 230,933 - 230,933 - - American General Series Portfolio Company - Stock Index Fund (109,131 shares) ....... 1,610,772 - - 1,610,772 - American General Series Portfolio Company - Timed Opportunity Fund (6,657 shares) ......... 74,886 - - - 74,886 Short-term investments ... 144,281 126,427 358 17,192 304 Total investments ...... 44,206,566 42,272,121 231,291 1,627,964 75,190 Receivables Contributions ............ 336 251 - 62 23 Dividends ................ - - - - - Interest ................. 3,596 241 3,340 13 2 Interfund transfers ...... 17,305 17,305 - - - Total receivables ...... 21,237 17,797 3,340 75 25 Total assets ........... 44,227,803 42,289,918 234,631 1,628,039 75,215 Liabilities Payables Interfund transfers ...... 17,305 - 1,148 16,157 - Purchase of securities ... 123,725 123,725 - - - Participants ............. 64,844 48,861 - 15,983 - VALIC from forfeitures ... 15,381 15,381 - - - Total liabilities ...... 221,255 187,967 1,148 32,140 0 Net assets available for benefits ................... $44,006,548 $42,101,951 $233,483 $1,595,899 $75,215
The accompanying notes are an integral part of these financial statements. - 2 - THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1992 Stock Cash Mutual Total Fund Fund Fund A Assets Investments at fair value American General Corporation common stock (1,381,084 shares) ......... $39,360,894 $39,360,894 $ - $ - The Variable Annuity Life Insurance Company group deposit adminis- tration contract ........... 85,069 - 85,069 - American General Series Portfolio Company Stock Index Fund (50,429 shares) . 697,941 - - 697,941 Cash ......................... 1,655 936 482 237 Short-term investments ....... 254,000 247,000 - 7,000 Total investments .......... 40,399,559 39,608,830 85,551 705,178 Receivables Contributions ................ 354 274 - 80 Dividends .................... 283,819 283,819 - - Interest ..................... 1,060 471 560 29 Interfund transfers .......... 5,260 116 5,144 - Total receivables .......... 290,493 284,680 5,704 109 Total assets ............... 40,690,052 39,893,510 91,255 705,287 Liabilities Payables Interfund transfers .......... 5,260 - - 5,260 Purchase of securities ....... 527,099 527,099 - - Participants ................. 136,052 136,052 - - VALIC from forfeitures ....... 26,413 26,413 - - Total liabilities .......... 694,824 689,564 - 5,260 Net assets available for benefits. $39,995,228 $39,203,946 $91,255 $700,027
The accompanying notes are an integral part of these financial statements. - 3 - THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1993 Stock Cash Mutual Mutual Total Fund Fund Fund A Fund B Additions to net assets Investment income Dividends ................ $ 1,596,621 $ 1,555,828 $ - $ 38,220 $ 2,573 Interest ................. 14,155 4,003 9,924 205 23 Total investment income. 1,610,776 1,559,831 9,924 38,425 2,596 Contributions Company's ................ 1,873,448 1,873,448 - - - Participants' ............ 2,779,136 1,726,945 95,920 900,216 56,055 Total contributions .... 4,652,584 3,600,393 95,920 900,216 56,055 Total additions ........ 6,263,360 5,160,224 105,844 938,641 58,651 Deductions from net assets Benefits American General Corporation common stock (62,502 shares) ........ 1,090,024 1,090,024 - - - Cash ..................... 42,197 3,588 6,335 31,976 298 Forfeitures ................ 118,988 118,988 - - - Total deductions ....... 1,251,209 1,212,600 6,335 31,976 298 Interfund transfers .......... 0 18,136 42,719 (77,704) 16,849 Net unrealized appreciation (depreciation) in fair value of investments ............. (1,000,831) (1,067,755) - 66,911 13 Net increase ........... 4,011,320 2,898,005 142,228 895,872 75,215 Net assets available for benefits Beginning of year ........ 39,995,228 39,203,946 91,255 700,027 - End of year .............. $44,006,548 $42,101,951 $233,483 $1,595,899 $75,215
The accompanying notes are an integral part of these financial statements. - 4 - THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1992 Stock Cash Mutual Total Fund Fund Fund A Additions to net assets Investment income Dividends .................. $1,398,298 $1,382,704 $ - $ 15,594 Interest ................... 7,881 5,217 2,185 479 Total investment income .. 1,406,179 1,387,921 2,185 16,073 Contributions Company's .................. 1,788,156 1,788,156 - - Participants'............... 2,449,125 1,777,966 59,159 612,000 Total contributions ...... 4,237,281 3,566,122 59,159 612,000 Total additions .......... 5,643,460 4,954,043 61,344 628,073 Deductions from net assets Benefits American General Corporation common stock (119,392 shares) ......... 1,912,783 1,912,783 - - Cash ....................... 5,764 4,545 - 1,219 Forfeitures .................. 131,030 131,030 - - Total deductions ......... 2,049,577 2,048,358 - 1,219 Interfund transfers ............ - (80,736) 29,911 50,825 Net unrealized appreciation in fair value of investments .... 7,680,238 7,657,890 - 22,348 Net increase ............. 11,274,121 10,482,839 91,255 700,027 Net assets available for benefits Beginning of year .......... 28,721,107 28,721,107 - - End of year ................ $39,995,228 $39,203,946 $91,255 $700,027
The accompanying notes are an integral part of these financial statements. - 5 - THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1--SIGNIFICANT ACCOUNTING POLICIES The Variable Annuity Life Insurance Co. Agents' and Managers' Thrift Plan (the Plan) financial statements are prepared in conformity with generally accepted accounting principles. The investments in American General Corporation (American General) common stock as well as the American General Series Portfolio Company (AGSPC) Stock Index Fund and AGSPC Timed Opportunity Fund are based on quoted market prices. The investment in the group deposit administration contract is based on contract value, which approximates fair value. The contract value, as provided by The Variable Annuity Life Insurance Co. (VALIC, also referred to as the Company), represents contributions under the contract, plus interest at the contract rate, less funds used to pay benefits. VALIC is an indirect wholly- owned subsidiary of American General. Short-term investments are reported at cost, which approximates fair value. Dividends are recorded as income on ex-dividend dates and interest income is recorded using the accrual method of accounting. Participants' accounts are credited monthly with the number of shares of American General common stock or the number of shares in the AGSPC Stock Index or Timed Opportunity Funds purchased and the cost thereof. Purchases under the VALIC group deposit administration contract are also credited to the participants' accounts at cost. Benefits paid to individual participants and related forfeitures are recorded on their effective dates at the cost of the assets to be distributed or forfeited. On February 4, 1993, the board of directors of American General Corporation declared a two-for-one stock split effected in the form of a 100% common stock dividend, payable March 1, 1993, to holders of record on February 16, 1993. The 1992 share amounts in these financial statements have been restated to reflect the stock split on a retroactive basis. Contributions are recorded as income on the date they become payable to the Plan. Interfund transfers are recorded at the market value of the amount transferred. NOTE 2--DESCRIPTION OF THE PLAN The following description of the Plan provides only general information. The Plan document provides more complete descriptions of the Plan's provisions. General The Plan, which is subject to certain provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA), is a defined contribution plan offered to eligible agents and managers of VALIC who have completed at least one year of service and have reached age twenty-one. - 6 - THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE 2--DESCRIPTION OF THE PLAN--Continued The Plan was restated, effective January 1, 1992, to provide for participant elective salary deferrals (participant pretax contributions) in accordance with Section 401(k) of the Internal Revenue Code of 1986, as amended, and to eliminate participant after-tax contributions. The cost of administering the Plan is paid by VALIC. Investment Options The plan was amended effective January 1, 1993 to allow for investment in shares of the AGSPC Timed Opportunity Fund (Mutual Fund B). The participants may elect to have their contributions invested in one of four funds or a combination of two funds. The funds invest in shares of American General common stock (Stock Fund); in a group deposit administration contract issued by VALIC (Cash Fund); in shares of the AGSPC Stock Index Fund (Mutual Fund A) or in shares of the AGSPC Timed Opportunity Fund (Mutual Fund B). The Cash Fund has a guaranteed rate of 6% through April 1, 1993; effective April 2, 1993 the rate was changed to 5%; this rate is declared annually by VALIC. The Company's contributions are invested solely in the Stock Fund. Investments in American General common stock are held in a bank-administered trust fund. At December 31, 1993, the number of employees participating under the Stock Fund, Cash Fund, Mutual Fund A and Mutual Fund B were 703, 62, 315, and 30, respectively. Amounts which have not yet been used to purchase investments in either the Stock, Cash, or Mutual Funds are temporarily invested in money-market fund investments. These investments are held in a bank-administered trust fund and income from these investments is allocated to Plan participants based on current contributions. Contributions Participants may contribute, on a pretax basis, a basic amount ranging from one to six percent of base pay. Participants may elect to contribute an additional amount ranging from one to four percent of base pay subject to the contribution limitations discussed below. Prior to January 1, 1992, participants could contribute, on an after-tax basis, a basic amount ranging from one to six percent of base pay. The Company contributes an amount ranging from 50 percent to 100 percent of the participants' basic contribu- tion. Plan participants may change their contribution rate and investment election for future contributions, as well as transfer all or part of their employee pretax account balances from one fund to another twice each year. Contribution Limitations For 1993, the total amount of participant pretax contributions was limited to $8,994. For 1994, these contributions will be limited to $9,240. Additionally, the total amount of annual participant and Company contributions (including forfeitures) must not exceed the lesser of 25 percent of compensation or $30,000. - 7 - THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE 2--DESCRIPTION OF THE PLAN--Continued During 1993, the total amount of base pay considered under the Plan was $235,840. This amount will be decreased to $150,000 for 1994. The Internal Revenue Code (IRC) of 1986, as amended, provides that plans such as the Variable Annuity Life Insurance Company Agents' and Managers' Thrift and Retirement Plans cannot discriminate in favor of highly compensated individuals. To comply with these laws, certain highly compensated individuals in the plans may receive refunds of contributions in excess of IRC Sections 401(k)(3) and 401(m) limits for employee pretax contributions and employer matching contributions, respectively, and all earnings attributable to such contributions. Any excess aggregate contributions under IRC Section 401(m) will be refunded from the VALIC Agents' and Managers' Retirement Plan. Participant Accounts Each participant's account is credited with the participant's contributions and an allocation of the Company's contributions and Plan earnings. Allocations of Plan earnings are based on participants' account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Vesting Participants are immediately vested in their contributions plus the earnings thereon. A participant obtains a vested interest in the Company's contributions and the earnings thereon at the rate determined by years of service. The vesting schedule effective January 1, 1989 is provided below: Years of Service Nonforfeitable Percentages 0 - 3 0 3 20 4 40 5 60 6 80 7 100 The participants who were participating in the Plan prior to January 1, 1989, will gain a vesting interest at the most rapid rate available in accordance with the schedule above or the previous schedule in effect before January 1, 1989. Vesting of Company contributions shall be 100 percent upon death, disability, or the attainment of normal retirement age. Payment of Benefits Upon termination of service, and if consented to by the participant (consent only required if the total value (both vested and nonvested) of their account exceeds $3,500 and the participant is under the age of 65), a participant will receive a distribution equal to the vested value of his or her account. A distribution must be made after a participant reaches age 70-1/2, regardless of whether service has been terminated. - 8 - THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE 2--DESCRIPTION OF THE PLAN--Continued Direct Rollover The Plan was amended to allow direct rollovers for distributions made on or after January 1, 1993. A distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover. Forfeitures Participants terminating employment shall forfeit their nonvested interest in Company contributions upon incurring a period of severance equal to five consecutive one-year breaks in service. Forfeitures are available to reduce future Company contributions. Participants who terminate and are reemployed with the Company before incurring five consecutive one-year breaks in service are entitled to their nonvested amounts subject to certain provisions as stated in the Plan. NOTE 3--FEDERAL INCOME TAXES The Internal Revenue Service (IRS) issued a favorable determination that the Plan, as restated and amended effective December 21, 1988, is qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, and therefore, exempt under Section 501(a) from federal income taxes. VALIC will request a favorable determination that the Plan, as subsequently restated and amended, continues to be qualified. Management believes a favorable determination will be received. NOTE 4--PLAN TERMINATION Although they have not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to withdraw from the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. - 9 - THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN ASSETS HELD FOR INVESTMENT DECEMBER 31, 1993 Fair Issuer Description Cost Value American General 1,427,339 shares of $26,231,866 $42,145,694 Corporation common stock The Variable Annuity Group deposit 230,933 230,933 Life Insurance Company administration contract American General Series 109,131 shares 1,527,559 1,610,772 Portfolio Company Stock Index Fund American General Series 6,657 shares 74,881 74,886 Portfolio Company Timed Opportunity Fund State Street Bank & Short-term investment 144,281 144,281 Trust money-market fund $28,209,520 $44,206,566 - 10 - THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN REPORTABLE TRANSACTIONS (A) YEAR ENDED DECEMBER 31, 1993 Amount of Party Involved Description Transaction State Street Bank Purchase of money-market fund $3,289,435 & Trust investments in 71 transactions State Street Bank Sale of money-market fund 3,410,008 & Trust investments in 61 transactions (B) 150,749 shares of American General 4,938,397 Corporation common stock purchased in 57 transactions (B) 62,502 shares of American General 1,090,024 Corporation common stock distributed to various individuals who withdrew from or terminated participation in the Plan in 87 transactions. (A) Reportable transactions are transactions or series of transactions in excess of 5 percent of the current value of Plan assets at the beginning of the year and are defined in Section 2520.103-6 of the Department of Labor Rules and Regulations. (B) Parties involved are not presented, as permitted by Section 2520.103- 6(d)(1)(i) of the Department of Labor Rules and Regulations. - 11 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, The Variable Annuity Life Insurance Company Agents' and Managers' Thrift Plan Administrative Board has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AGENTS' AND MANAGERS' THRIFT PLAN June 20, 1994 AUSTIN P. YOUNG Austin P. Young, Member of the Administrative Board - 12 - Appendix - 13 - Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-39202) pertaining to The Variable Annuity Life Insurance Company Agents' and Managers' Thrift Plan and in the related prospectus of our report dated March 2, 1994, with respect to the financial statements and schedules of The Variable Annuity Life Insurance Company Agents' and Managers' Thrift Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1993. ERNST & YOUNG June 17, 1994 - 14 - -----END PRIVACY-ENHANCED MESSAGE-----