8-K
1
FORM 8-K DATED 3/22/95
______________________________________________________________________________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22, 1995
AMERICAN GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
Texas 1-7981 74-0483432
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
2929 Allen Parkway, Houston, Texas 77019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 522-1111
______________________________________________________________________________
______________________________________________________________________________
Item 5. Other Events.
On March 22, 1995, a duly authorized Committee (the "Terms Committee")
of American General Corporation (the "Company") authorized the issuance in an
underwritten public offering of $150,000,000 aggregate principal amount of the
Company's 7 3/4% Notes Due 2005 (the "Notes") under the Company's previously
filed Registration Statement on Form S-3 (Registration No. 33-30693) (the
"Registration Statement") and the related Prospectus dated August 30, 1989 and
Prospectus Supplement dated March 22, 1995.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits. The following Exhibits are filed as part of this Report
and as Exhibits to the Registration Statement:
Exhibit
Number Description
4(a) Resolutions of the Terms Committee adopted on
March 22, 1995 establishing the terms of the Notes,
certified by an Assistant Secretary of the Company.
4(b) Form of 7 3/4% Note Due 2005.
5 Opinion of Vinson & Elkins L.L.P., special counsel for
the Company, as to the legality of the Notes.
23 Consent of Coopers & Lybrand L.L.P., independent
accountants.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
AMERICAN GENERAL CORPORATION
Dated: March 27, 1995 By: /S/ JAMES L. GLEAVES
James L. Gleaves
Vice President and Treasurer
EXHIBIT INDEX
Exhibit
Number Description
4(a) Resolutions of the Terms Committee adopted on
March 22, 1995 establishing the terms of the
Notes, certified by an Assistant Secretary of the
Company.
4(b) Form of 7 3/4% Note Due 2005.
5 Opinion of Vinson & Elkins, special counsel for
the Company, as to the legality of the Notes.
23 Consent of Coopers & Lybrand L.L.P., independent
auditors.
EX-4
2
CERTIFIED RESOLUTIONS
EXHIBIT 4(a)
CERTIFICATE
I, Patricia W. Neighbors, Assistant Secretary of American General
Corporation, a Texas corporation (the "Company"), hereby certify that attached
hereto is a true copy of resolutions duly adopted by a duly authorized and
appointed committee of the Company at a meeting duly called and held on
March 22, 1995, at which meeting a quorum was present and acting throughout,
and such resolutions have not been amended, modified or rescinded and remain
in full force and effect.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: March 27, 1995
____________________________
Patricia W. Neighbors
Assistant Secretary
American General Corporation
Date: March 22, 1995
Subject: Meeting of Terms Committee (Messrs. Hook, Tuerff and Devlin)
Purpose: The purpose of these resolutions is to authorize a shelf
takedown for the issuance of $150,000,000 aggregate principal
amount of 7 3/4% Notes Due 2005
RESOLUTIONS REGARDING SHELF TAKEDOWN
WHEREAS, the Executive Committee of the Board of Directors (the
"Executive Committee") of American General Corporation (the "Company") at its
meeting of August 23, 1989 adopted resolutions authorizing the creation,
issuance and sale of an aggregate principal amount of $350,000,000 of long-
term debt securities of the Company ("Debt Securities"), whether pursuant to
the Registration Statement on Form S-3 (the "Registration Statement") of the
Company (Registration No. 33-30693) which registered $300,000,000 of debt
securities of the Company (and included $50,000,000 of unissued debt
securities of the Company previously registered) or otherwise, which may be
issued from time to time at the discretion of the Terms Committee (the "Terms
Committee") of the Company; and
WHEREAS, this Terms Committee, pursuant to such authority given by the
Executive Committee, is now authorizing the issuance and sale of $150,000,000
of Debt Securities;
1. Prospectus Supplement.
NOW, THEREFORE, BE IT RESOLVED, that the Chairman, the President, any
Vice Chairman or any Vice President (any reference to a Vice President of the
Company in these resolutions shall be deemed to include any Vice President of
the Company whether or not designated by a number or a word or words added
before or after the title "Vice President" and any terms used herein but not
defined herein shall have the meanings given to them in the Indenture referred
to below) of the Company be, and each of them hereby is, authorized, on behalf
of the Company and in its name, to sign as required and cause to be filed with
the Securities and Exchange Commission any and all amendments (including,
without limitation, post-effective amendments) to the Registration Statement,
any prospectus supplements, including, without limitation, a prospectus
supplement describing the terms and provisions of the Notes (as such term is
defined below) and the offer and sale thereof, and any additional documents
which any such officer may deem necessary or desirable, such amendments,
prospectus supplements and documents to be in such forms as the officer
executing or filing the same shall approve, such approval to be conclusively
evidenced by his execution or filing thereof; and be it
2. Authorization of Notes.
FURTHER RESOLVED, that, upon receipt of the purchase price therefor
hereinafter specified, the Company issue, sell and deliver $150,000,000
aggregate principal amount of its 7 3/4% Notes Due 2005 (the "Notes"), to be
issued under the Registration Statement pursuant to the Indenture dated as of
April 15, 1986, as supplemented by a First Supplemental Indenture dated as of
August 31, 1987, between the Company and The Bank of New York, as Trustee
(such Indenture, as executed, delivered and supplemented being herein referred
to as the "Indenture"); and be it
FURTHER RESOLVED, that all references in the definitions in the
Indenture to the terms "Security" or "Securities" shall be deemed to and shall
include the Notes; and be it
3. Terms of Notes.
FURTHER RESOLVED, that the title of the Notes shall be "7 3/4% Notes Due
2005"; and be it
FURTHER RESOLVED, that the aggregate principal amount of the Notes to be
issued and sold shall be limited to $150,000,000; and be it
FURTHER RESOLVED, that the Notes shall mature and the unpaid principal
thereon shall be payable on April 1, 2005; and be it
FURTHER RESOLVED, that the rate per annum at which interest shall be
payable on the Notes is hereby fixed at 7 3/4%, that interest on the Notes
shall accrue beginning March 29, 1995, that interest on the Notes shall be
payable semi-annually on April 1 and October 1 each year beginning October 1,
1995, and that the Regular Record Date for the payment of such interest shall
be the March 15 or September 15 immediately preceding each such April 1 or
October 1, as the case may be, and otherwise as provided in the Indenture; and
be it
FURTHER RESOLVED, that the payment of the principal of (and premium, if
any) and interest on the Notes shall be made at the office or agency of the
Company maintained for that purpose in the City of New York; provided,
however, that, at the option of the Company, payment of interest may be made
by check mailed to the address of the person entitled thereto as such address
shall appear in the Security Register; and be it
FURTHER RESOLVED, that no sinking fund shall be provided for the Notes
and that the Notes shall not be redeemable at the option of the Company or
repayable at the option of the holders thereof prior to maturity; and be it
FURTHER RESOLVED, that the purchase price for the Notes to be paid to
the Company by the Underwriters of the Notes, Salomon Brothers Inc, Smith
Barney Inc., Donaldson, Lufkin & Jenrette Securities Corporation, First
Chicago Capital Markets, PaineWebber Incorporated and Prudential Securities
Incorporated, pursuant to the Pricing Agreement hereinafter referred to,
including the Underwriting Agreement attached thereto, shall be 99.254% of the
principal amount of the Notes, plus accrued interest, if any, from March 29,
1995; and be it
FURTHER RESOLVED, that the initial price to the public of the Notes
shall be 99.656% of the principal amount of the Notes, plus accrued interest,
if any, from March 29, 1995; and be it
FURTHER RESOLVED, that the form, terms and provisions relating to the
Notes established herein pursuant to Section 301 of the Indenture, and the
form of Note relating thereto to be established pursuant to Section 201 of the
Indenture, submitted to this meeting of the Terms Committee, completed in
accordance with the foregoing resolutions, be, and they hereby are, approved;
and be it
4. Blue Sky Registration.
FURTHER RESOLVED, that it is desirable and in the best interest of the
Company that the Notes be qualified or registered for sale in various States;
that the Chairman, the President, any Vice Chairman or any Vice President and
the Secretary or an Assistant Secretary hereby are authorized to determine the
States in which appropriate action shall be taken to qualify or register for
sale all or such part of the Notes as said officers may deem advisable; that
said officers are hereby authorized to perform on behalf of the Company any
and all such acts as they may deem necessary or advisable in order to comply
with the applicable laws of any such States, and in connection therewith to
execute and file all requisite papers and documents, including, but not
limited to, applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process; and the execution by such
officers of any such paper or document or the doing by them of any act in
connection with the foregoing matters shall conclusively establish their
authority therefor from the Company and the approval and ratification by the
Company of the papers and documents so executed and the action so taken; and
be it
5. Officers' Certificate and Company Order.
FURTHER RESOLVED, that the Chairman, the President or any Vice
President, together with the Treasurer, any Assistant Treasurer, the Secretary
or any Assistant Secretary of the Company be, and they hereby are, authorized
in the name and on behalf of the Company to execute, seal, acknowledge and
deliver an Officers' Certificate and a Company Order relating to the Notes
pursuant to Sections 301 and 303 of the Indenture, in such form and in such
number of counterparts as the officers so acting shall approve, the approval
of such officers to be conclusively evidenced by their execution and delivery
thereof; and be it
6. Paying Agent.
FURTHER RESOLVED, that The Bank of New York be, and it hereby is,
designated and appointed Paying Agent with respect to the Notes at its
Corporate Trust Office pursuant to Section 1002 of the Indenture; and be it
7. Execution of Notes.
FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman or
any Vice President of the Company be, and each of them hereby is, authorized
in the name and on behalf of the Company to execute and deliver under the
corporate seal attested to by the Treasurer, any Assistant Treasurer, the
Secretary or any Assistant Secretary of this Company the Notes as authorized
above in substantially such form, completed in accordance with the foregoing
resolutions; and be it
FURTHER RESOLVED, that any such execution may be by facsimile signature
and may be imprinted or otherwise reproduced on the Notes, the Company hereby
adopting as binding upon it the facsimile signature of any person who shall be
any such officer of the Company at the time of the execution of the Notes,
notwithstanding the fact that at the time the Notes shall be authenticated or
delivered or disposed of, such person shall have ceased to be such officer of
the Company, and provided, that the seal of the Company may be in a facsimile
and may be impressed, affixed, imprinted or otherwise reproduced on the Notes;
and be it
8. Pricing Agreement.
FURTHER RESOLVED, that the form, terms and provisions of the Pricing
Agreement, including the Underwriting Agreement attached thereto, relating to
the Notes, between the Company and Salomon Brothers Inc, Smith Barney Inc.,
Donaldson, Lufkin & Jenrette Securities Corporation, First Chicago Capital
Markets, PaineWebber Incorporated and Prudential Securities Incorporated,
copies of which Pricing Agreement were submitted to this meeting of the Terms
Committee, be, and they hereby are, approved, and the Chairman, the President,
any Vice Chairman, any Vice President and the Treasurer be, and each of them
hereby is, authorized in the name and on behalf of the Company to execute and
deliver, in such number of counterparts as the officer so acting deems
advisable, a Pricing Agreement relating to the Notes in substantially the form
presented to this meeting, completed in accordance with the foregoing
resolutions and with such changes therein, additions thereto and deletions
therefrom as the officer executing the same shall approve, the approval of
such officer to be conclusively evidenced by his execution and delivery
thereof (such Pricing Agreement, as executed and delivered, being herein
referred to as the "Pricing Agreement"); and be it
9. Miscellaneous.
FURTHER RESOLVED, that each of the officers of the Company be, and each
of them acting alone hereby is, authorized to take, or cause to be taken, any
and all action which such officer may deem necessary or desirable to carry out
the purposes and intent of the foregoing resolutions and to perform, or cause
to be performed, the obligations of the Company under the Notes, the Indenture
and the Pricing Agreement.
EX-4
3
FORM OF NOTE
EXHIBIT 4(b)
REGISTERED REGISTERED
AMERICAN GENERAL CORPORATION
7 3/4% NOTE DUE 2005
AMERICAN GENERAL CORPORATION, a corporation duly organized and existing under
the laws of the State of Texas (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to
CUSIP 026351 AQ 9
See reverse for certain definitions
7 3/4% 7 3/4%
DUE 2005 DUE 2005
, or registered assigns,
the principal sum of Dollars
on April 1, 2005 and to pay interest thereon from March 29, 1995 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on April 1 and October 1 in each year, commencing
October 1, 1995 at the rate of 7 3/4% per annum, until the principal hereof is
paid or made available for payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such Interest, which shall be the March 15 or
September 15 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.
Payment of the principal of and interest on this Security will be made at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; PROVIDED, HOWEVER, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Security set forth
on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its Corporate Seal
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE BANK OF NEW YORK As Trustee
By
Authorized Signatory
Attest:
Secretary
AMERICAN GENERAL CORPORATION
By
Vice President and Treasurer
AMERICAN GENERAL CORPORATION
7 3/4% NOTE DUE 2005
This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of April 15, 1986, as supplemented by a
First Supplemental Indenture, dated as of August 31, 1987 (collectively,
herein called the "Indenture"), between the Company and The Bank of New York,
as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof as the 7 3/4%
Notes Due 2005, limited in aggregate principal amount to $150,000,000.
The Securities of this series are not redeemable prior to maturity.
The Indenture contains provisions for defeasance at any time of (a) the entire
indebtedness on this Security and (b) certain restrictive covenants and
certain Events of Default upon compliance by the Company with certain
conditions set forth therein.
If an Event of Default with respect to Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than 66 2/3% in principal amount of the
Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.
As set forth in, and subject to, the provisions of the Indenture, no Holder of
any Security of this series shall have any right to institute any proceeding,
judicial or otherwise, with respect to the Indenture, or for the appointment
of a receiver or trustee, or for any other remedy thereunder, unless certain
conditions set forth in the Indenture have been satisfied.
No reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the right of the Holder of this Security,
which is absolute and unconditional, to receive payment of the principal of
(and premium, if any) and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if
any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series, of authorized denominations, of a like tenor and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for other Securities of this
series, of a like tenor and aggregate principal amount but of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture. The Indenture and the
Securities shall be governed by and construed in accordance with the laws of
the State of New York.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of the
within Security, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT TO MIN ACT -- Custodian
(Cust) (Minor)
under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
(NAME AND ADDRESS OF ASSIGNEE, INCLUDING ZIP CODE, MUST BE PRINTED OR
TYPEWRITTEN)
the within Security, and all rights thereunder, hereby irrevocably
constituting and appointing
Attorney
to transfer said Security on the books of the Company, with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Security in every particular, without
alteration or enlargement or any change whatever.
EX-5
4
V&E OPINION
EXHIBIT 5
(713) 758-2750 (713) 615-5036
March 24, 1995
American General Corporation
2929 Allen Parkway
Houston, Texas 77019
Ladies and Gentlemen:
We have acted as counsel for American General Corporation, a Texas
corporation (the "Company"), in connection with the proposed issuance and sale
by the Company of $150,000,000 principal amount of 7 3/4% Notes Due 2005 (the
"Notes") to be issued under an Indenture dated as of April 15, 1986, as
supplemented by a First Supplemental Indenture dated as of August 31, 1987 (as
so supplemented, the "Indenture"), between you and The Bank of New York, as
trustee (the "Trustee"), pursuant to registration statements on Form S-3 (File
Nos. 33-19075 and 33-30693) (collectively, the "Registration Statements"),
filed by the Company with the Securities and Exchange Commission on August 24,
1989, with respect to $350,000,000 in aggregate principal amount of the
Company's debt securities.
For the purposes of this opinion, we have examined such certificates,
instruments and documents and reviewed such questions of law as we considered
necessary or appropriate for the purposes of this opinion.
Based on the foregoing examination and review, we hereby advise you
that, in our opinion, the Notes, when duly executed on your behalf and
authenticated by the Trustee and issued and delivered pursuant to the
Indenture, against payment of the authorized consideration to be received by
you therefor, will be duly authorized and validly issued and will constitute
valid and binding obligations of the Company entitling the holders of the
Notes to the benefits of the Indenture (subject to applicable bankruptcy,
reorganization, insolvency, fraudulent conveyance, moratorium and similar laws
and judicial decisions relating to or affecting creditors' rights generally
from time to time in effect and to general equity principles, whether in a
proceedings at law or in equity).
We hereby consent to the incorporation by reference of this opinion as
an exhibit to the Registration Statements and to the references to us under
the caption "Legal Opinions" in the related Prospectus, dated August 30, 1989,
and Prospectus Supplement, dated March 22, 1995. In giving this consent, we
do not hereby admit that we are within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as amended, and the
rules and regulations of the Securities and Exchange Commission thereunder.
American General Corporation
Page 2
March 24, 1995
Very truly yours,
VINSON & ELKINS L.L.P.
EX-23
5
CONSENT OF COOPERS & LYBRAND
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
American General Corporation on Forms S-3 (File Nos. 33-19075 and 33-30693)
and incorporated by reference in the related Prospectus Supplement of American
General Corporation, dated March 22, 1995, to the Prospectus dated August 30,
1989, of our report, which includes an explanatory paragraph for certain
changes in accounting principles, dated February 1, 1994, except for Note 13
as to which the date is January 30, 1995, on our audit of the consolidated
financial statements of American Franklin Company and Subsidiaries as of
December 31, 1993, and for the year then ended, which report is included in
the Form 8-K of American General Corporation dated February 14, 1995. We also
consent to the references to our Firm under the caption "Experts" in the
Prospectus Supplement of American General Corporation, dated March 22, 1995,
to the Prospectus dated August 30, 1989.
COOPERS & LYBRAND, L.L.P.
Chicago, Illinois
March 28, 1995