-----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, MCfzHwwRsF1HXlXtDyYCJxOfXyXk/QzpdXC/38tJO6b0R4Z1mxSdnBZm2um44jwr 3nI/beQ8ZjNWgS2io8EMeQ== 0000005103-95-000065.txt : 199506290000005103-95-000065.hdr.sgml : 19950629 ACCESSION NUMBER: 0000005103-95-000065 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950628 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN GENERAL CORP /TX/ CENTRAL INDEX KEY: 0000005103 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [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: 95550333 BUSINESS ADDRESS: STREET 1: 2929 ALLEN PKWY CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 7135221111 11-K 1 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, 1994 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, 1994 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, 1994 and 1993 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, 1994 and 1993, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. As discussed in Note 1 to the financial statements, in 1994 the Plan changed its method of reporting benefit and forfeiture expense to reflect these amounts at market value rather than cost. 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, 1994 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 fund information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. ERNST & YOUNG LLP Houston, Texas June 12, 1995 1 THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1994
Non- Participant Participant Directed Directed Stock Cash Mutual Mutual Stock Fund Fund Fund A Fund B Fund Total Assets Investments at fair value American General Corporation common stock (1,585,993 shares) ....................... $18,018,941 $ - $ - $ - $26,785,353 $44,804,294 The Variable Annuity Life Insurance Company group deposit administration contract ................................... - 372,717 - - - 372,717 American General Series Portfolio Company - Stock Index Fund (166,236 shares) .......... - - 2,403,774 - - 2,403,774 American General Series Portfolio Company - Timed Opportunity Fund (12,195 shares) ..... - - - 125,491 - 125,491 Short-term investments ....................... 93,598 900 10,005 1,755 - 106,258 Total investments .......................... 18,112,539 373,617 2,413,779 127,246 26,785,353 47,812,534 Receivables Contributions .............................. 97 - 65 23 133 318 Interest ................................... 361 7,218 51 4 - 7,634 Total receivables ........................ 458 7,218 116 27 133 7,952 Total assets ............................. 18,112,997 380,835 2,413,895 127,273 26,785,486 47,820,486 Liabilities Payables Purchase of securities ..................... 70,588 - - - - 70,588 VALIC from forfeitures ..................... - - - - 29,861 29,861 Excess contribution refunds ................ 107,365 6,460 52,025 4,913 490,645 661,408 Excess contribution forfeitures ............ - - - - 52,346 52,346 Total liabilities ........................ 177,953 6,460 52,025 4,913 572,852 814,203 2 Net assets available for benefits .............. $17,935,044 $374,375 $2,361,870 $122,360 $26,212,634 $47,006,283 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 NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1993 Non- Participant Participant Directed Directed Stock Cash Mutual Mutual Stock Fund Fund Fund A Fund B Fund Total Assets Investments at fair value American General Corporation common stock (1,472,339 shares) ....................... $16,709,250 $ - $ - $ - $25,436,444 $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 ....................... 61,134 358 17,192 304 65,293 144,281 Total investments .......................... 16,770,384 231,291 1,627,964 75,190 25,501,737 44,206,566 Receivables Contributions .............................. 109 - 62 23 142 336 Interest ................................... 117 3,340 13 2 124 3,596 Interfund transfers ........................ 17,305 - - - - 17,305 Total receivables ........................ 17,531 3,340 75 25 266 21,237 Total assets ............................. 16,787,915 234,631 1,628,039 75,215 25,502,003 44,227,803 Liabilities Payables Interfund transfers ....................... - 1,148 16,157 - - 17,305 Purchase of securities .................... 59,827 - - - 63,898 123,725 Participants .............................. 31,707 - 15,983 - 17,154 64,844 VALIC from forfeitures .................... - - - - 15,381 15,381 Total liabilities ....................... 91,534 1,148 32,140 - 96,433 221,255 Net assets available for benefits ............. $16,696,381 $233,483 $1,595,899 $75,215 $25,405,570 $44,006,548 4 The accompanying notes are an integral part of these financial statements. 5 THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1994 Non- Participant Participant Directed Directed Stock Cash Mutual Mutual Stock Fund Fund Fund A Fund B Fund Total Additions to net assets Investment income Dividends ................................. $ 703,763 $ - $ 56,077 $ 8,309 $ 1,058,561 $ 1,826,710 Interest .................................. 2,326 20,202 314 46 1,956 24,844 Total investment income ................. 706,089 20,202 56,391 8,355 1,060,517 1,851,554 Contributions Company's ................................. - - - - 1,523,267 1,523,267 Participants' ............................. 1,728,303 102,558 842,753 77,301 - 2,750,915 Total contributions ..................... 1,728,303 102,558 842,753 77,301 1,523,267 4,274,182 Total additions ......................... 2,434,392 122,760 899,144 85,656 2,583,784 6,125,736 Deductions from net assets Benefits American General Corporation common stock (68,023 shares) ......................... 983,553 - - - 913,218 1,896,771 Cash ...................................... 1,765 67,371 50,651 7,749 1,383 128,919 Forfeitures ................................. - - - - 544,562 544,562 Total deductions ........................ 985,318 67,371 50,651 7,749 1,459,163 2,570,252 Interfund transfers ........................... (20,292) 85,503 (43,762) (21,449) - - Net unrealized appreciation (depreciation) in fair value of investments ................ (190,119) - (38,760) (9,313) (317,557) (555,749) Net increase ............................ 1,238,663 140,892 765,971 47,145 807,064 2,999,735 Net assets available for benefits Beginning of year ........................... 16,696,381 233,483 1,595,899 75,215 25,405,570 44,006,548 6 End of year ................................. $17,935,044 $374,375 $2,361,870 $122,360 $26,212,634 $47,006,283 The accompanying notes are an integral part of these financial statements. 7 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 Non- Participant Participant Directed Directed Stock Cash Mutual Mutual Stock Fund Fund Fund A Fund B Fund Total Additions to net assets Investment income Dividends ................................. $ 617,742 $ - $ 38,220 $ 2,573 $ 938,086 $ 1,596,621 Interest .................................. 1,994 9,924 205 23 2,009 14,155 Total investment income ................. 619,736 9,924 38,425 2,596 940,095 1,610,776 Contributions Company's ................................. - - - - 1,873,448 1,873,448 Participants' ............................. 1,726,945 95,920 900,216 56,055 - 2,779,136 Total contributions ..................... 1,726,945 95,920 900,216 56,055 1,873,448 4,652,584 Total additions ......................... 2,346,681 105,844 938,641 58,651 2,813,543 6,263,360 Deductions from net assets Benefits American General Corporation common stock (62,502 shares) ......................... 1,313,573 - - - 684,227 1,997,800 Cash ...................................... 1,543 6,335 31,976 298 2,045 42,197 Forfeitures ................................. - - - - 210,372 210,372 Total deductions ........................ 1,315,116 6,335 31,976 298 896,644 2,250,369 Interfund transfers ........................... 18,136 42,719 (77,704) 16,849 - - Net unrealized appreciation (depreciation) in fair value of investments ................ (49,048) - 66,911 13 (19,547) (1,671) Net increase ............................ 1,000,653 142,228 895,872 75,215 1,897,352 4,011,320 Net assets available for benefits Beginning of year ........................... 15,695,727 91,255 700,027 - 23,508,219 39,995,228 End of year ................................. $16,696,380 $233,483 $1,595,899 $ 75,215 $25,405,571 $44,006,548 8
The accompanying notes are an integral part of these financial statements. 9 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. Investments in American General Corporation (American General) common stock are based on published market prices. Fair values of other investments not having an established market are reported as follows: 1) investment in The Variable Annuity Life Insurance Co. (VALIC, also referred to as the Company) group deposit administration contract at contract value, which represents contributions under the contract, plus interest at the contract rate, less funds used to pay benefits; 2) investments in the American General Series Portfolio Company (AGSPC) Stock Index and Timed Opportunity Funds at net asset value; and 3) short-term investments at cost which approximates fair value. AGSPC is an open-end management investment company (mutual fund) whose investment adviser is VALIC. 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. 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. Beginning in 1994, benefits paid to participants and related forfeitures are recorded upon distribution at the market value of the assets distributed or forfeited. Prior to this, benefits paid and related forfeitures were recorded at cost. This change was made to conform the Plan's accounting procedures with the predominant industry practice of recording benefits paid and related forfeitures at market value. The 1993 amounts have been restated to reflect this change in accounting principle which had no effect on net assets available for benefits. Due to a clarification in the application of an accounting principle, benefits payable to participants are no longer accrued as liabilities in the 1994 financial statements. A difference of $157,560 in net assets available for benefits and benefits paid to participants exists between the financial statements contained herein and the financial information disclosed in the Form 5500. 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. 10 THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE 2--DESCRIPTION OF THE PLAN--Continued 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. The Plan provides for participant elective salary deferrals (participant pretax contributions) in accordance with Section 401(k) of the Internal Revenue Code of 1986, as amended (IRC). 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: 1) shares of American General common stock (Stock Fund); 2) a group deposit administration contract issued by VALIC (Cash Fund); 3) the AGSPC Stock Index Fund (Mutual Fund A); or 4) the AGSPC Timed Opportunity Fund (Mutual Fund B). The Cash Fund has a guaranteed rate of 5% through March 31, 1994; effective April 1, 1994 the rate remained unchanged at 5%; this rate is declared annually by VALIC. The Company's contributions are invested solely in the Stock Fund. Investments are held in a bank-administered trust fund. 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 and an additional amount ranging from one to four percent of base pay subject to the contribution limitations discussed below. The Company contributes an amount ranging from 50 percent to 100 percent of the participants' basic contribution. The Plan was amended effective January 1, 1994 to allow participants to change their contribution rate and investment election for future contributions, as well as transfer all or part of their pretax and after-tax account balances from one fund to another once a month. Contribution Limitations For 1994 and 1995, the total amount of participant pretax contributions is 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. During 1994 and 1995, the total amount of base pay that can be considered under the Plan is $150,000. 11 THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE 2--DESCRIPTION OF THE PLAN--Continued The IRC provides that plans such as 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. Refunds will be made from the VALIC Agents' and Managers' Retirement Plan to the extent possible. Any amounts that cannot be refunded from the VALIC Agents' and Managers' Retire- ment Plan will be refunded from the VALIC Agents' and Managers' Thrift Plan. Amounts in excess of the limits discussed above are designated on the State- ment of Net Assets as "Payables - Excess contribution refunds". These amounts will be refunded to the affected highly compensated participants on or before the last day of the subsequent plan year to ensure the tax qualified status of the Plan. "Payables - Excess contribution forfeitures" represent the nonvest- ed excess company contributions and are available to reduce future company contributions. Participant Accounts Each participant's account is credited with the participant's contributions and an allocation of the Company's contributions and Plan earnings. Alloca- tions 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 contribu- tions and the earnings thereon at the rate determined by years of service. The vesting schedule is provided below: Years of Service Nonforfeitable Percentages 0 - 3 0 3 20 4 40 5 60 6 80 7 100 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 12 distribution must be made after a participant reaches age 70 1/2, regardless of whether service has been terminated. 13 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 the Companies' contributions on the earlier of (1) the distribution of the entire nonforfeitable portion of their account or (2) upon incurring a period of severance equal to five consecutive one-year breaks in service. Forfei- tures are available to reduce future Company contributions. Participants who terminate and are reemployed with the Company before incurring five consecu- tive one-year breaks in service are entitled to their nonvested or forfeited amounts subject to certain provisions as stated in the Plan. NOTE 3--FEDERAL INCOME TAXES On June 13, 1989, 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 has requested 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. 14 THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN ASSETS HELD FOR INVESTMENT DECEMBER 31, 1994 Issuer Description Cost Fair Value American General 1,585,993 shares of $30,147,551 $44,804,294 Corporation common stock The Variable Annuity Group deposit 372,717 372,717 Life Insurance Company administration contract American General Series 166,236 shares 2,363,879 2,403,774 Portfolio Company Stock Index Fund American General Series 12,195 shares 134,351 125,491 Portfolio Company Timed Opportunity Fund State Street Bank Short-term investment & Trust money-market fund 106,258 106,258 $33,124,756 $47,812,534 15 THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN REPORTABLE TRANSACTIONS (A) YEAR ENDED DECEMBER 31, 1994 Amount of Party Involved Description Transaction State Street Bank Purchase of money-market fund $3,614,863 & Trust investments in 69 transactions State Street Bank Sale of money-market fund 3,647,692 & Trust investments in 69 transactions (B) 183,952 shares of American General 5,111,783 Corporation common stock purchased in 65 transactions (B) 68,023 shares of American General 1,896,771 Corporation common stock distributed to various individuals who withdrew from or terminated participation in the Plan in 105 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's Rules and Regulations. (B) Parties involved are not presented, as permitted by Section 2520.103- 6(d)(1)(i) of the Department of Labor's Rules and Regulations. 16 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 28, 1995 AUSTIN P. YOUNG Austin P. Young, Member of the Administrative Board 17 Appendix 18 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 June 12, 1995, 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, 1994. ERNST & YOUNG LLP June 26, 1995 19 -----END PRIVACY-ENHANCED MESSAGE-----