-----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, RYg0T2LgIMXbyczAtWZZDIEouzLcLv/ySHvJlzZHMII41+XQj4El26au54VNtnk1 zwLJ9dUkYyQas5WV/yfa2w== 0000005103-96-000031.txt : 19960621 0000005103-96-000031.hdr.sgml : 19960621 ACCESSION NUMBER: 0000005103-96-000031 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960620 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: 96583428 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, 1995 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: AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE 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 AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN DECEMBER 31, 1995 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 ............................................. 11 Reportable Transactions ................................................ 12 Signature Page ............................................................ 13 Appendix: Consent of Independent Auditors ................................ 15 Report of Independent Auditors Administrative Board American General Employees' Thrift and Incentive Plan We have audited the accompanying statements of net assets available for benefits of the American General Employees' Thrift and Incentive Plan (the Plan) as of December 31, 1995 and 1994, 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, 1995 and 1994, 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 performed 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, 1995 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 specific fund information in the statements of net assets available for benefits and the statements 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 specific 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 May 31, 1996 - 1 - AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1995 In thousands, except share amounts
Non- Participant Participant Directed Directed Asset Equity Stock Cash Allocation Index Stock Fund Fund Fund Fund Fund Total Assets Investments American General Corporation common stock (3,994,776 shares) ................... $45,743 $ - $ - $ - $93,575 $139,318 American General Life Insurance Company deposit administration group annuity contract ................................... - 53,287 - - - 53,287 American General Series Portfolio Company - Timed Opportunity Fund (581,050 shares) .... - - 7,037 - - 7,037 American General Series Portfolio Company - Stock Index Fund (357,525 shares) .......... - - - 6,804 - 6,804 Short-term investments ....................... 225 639 58 106 478 1,506 Total investments .......................... 45,968 53,926 7,095 6,910 94,053 207,952 Receivables Interfund transfers .......................... - 298 6 55 - 359 Other ........................................ 2 4 - 1 161 168 Total assets ............................... 45,970 54,228 7,101 6,966 94,214 208,479 Liabilities Payables Forfeitures .................................. - - - - 92 92 Excess contribution refunds .................. 12 141 32 51 724 960 Excess contribution forfeitures .............. - - - - 14 14 Purchase of securities ....................... 52 - - - 112 164 Interfund transfers .......................... 349 - 10 - - 359 Other ........................................ 4 9 - - 7 20 Total liabilities .......................... 417 150 42 51 949 1,609 - 2 - Net assets available for benefits ................ $45,553 $54,078 $7,059 $6,915 $93,265 $206,870
The accompanying notes are an integral part of these financial statements. - 3 - AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1994 In thousands, except share amounts
Non- Participant Participant Directed Directed Asset Equity Stock Cash Allocation Index Stock Fund Fund Fund Fund Fund Total Assets Investments American General Corporation common stock (4,009,624 shares) ................... $37,777 $ - $ - $ - $75,495 $113,272 American General Life Insurance Company deposit administration group annuity contract ................................... - 46,524 - - - 46,524 American General Series Portfolio Company - Timed Opportunity Fund (488,202 shares) .... - - 5,023 - - 5,023 American General Series Portfolio Company - Stock Index Fund (268,277 shares) .......... - - - 3,879 - 3,879 Short-term investments ....................... 61 6 2 10 117 196 Total investments .......................... 37,838 46,530 5,025 3,889 75,612 168,894 Receivables Interfund transfers .......................... 89 34 6 52 - 181 Contributions ................................ 27 62 25 9 64 187 Other ........................................ 6 1 - - 11 18 Total assets ............................... 37,960 46,627 5,056 3,950 75,687 169,280 Liabilities Payables Forfeitures .................................. - - - - 62 62 Excess contribution refunds .................. 25 20 9 6 528 588 Excess contribution forfeitures .............. - - - - 53 53 Purchase of securities ....................... 58 - - - 112 170 Interfund transfers .......................... 36 138 6 1 - 181 Other ........................................ 1 5 1 - 3 10 - 4 - Total liabilities .......................... 120 163 16 7 758 1,064 Net assets available for benefits ................ $37,840 $46,464 $5,040 $3,943 $74,929 $168,216
The accompanying notes are an integral part of these financial statements. - 5 - AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1995 In thousands, except share amounts
Non- Participant Participant Directed Directed Asset Equity Stock Cash Allocation Index Stock Fund Fund Fund Fund Fund Total Additions to net assets Investment income Dividends .................................... $ 1,574 $ - $ 372 $ 253 $ 3,345 $ 5,544 Interest ..................................... 9 3,367 1 2 19 3,398 Net appreciation in fair value of investments. 8,315 - 966 1,349 17,769 28,399 Total investment income .................... 9,898 3,367 1,339 1,604 21,133 37,341 Contributions Companies' ................................... - - - - 8,023 8,023 Participants' ................................ 4,097 6,936 1,169 1,604 - 13,806 Total contributions ........................ 4,097 6,936 1,169 1,604 8,023 21,829 Total additions .......................... 13,995 10,303 2,508 3,208 29,156 59,170 Deductions from net assets Benefits American General Corporation common stock (156,288 shares) ........................... 1,890 - - - 2,834 4,724 Cash ......................................... 2,235 4,387 469 715 7,576 15,382 Forfeitures .................................... - - - - 410 410 Total deductions ......................... 4,125 4,387 469 715 10,820 20,516 Interfund transfers .............................. (2,157) 1,698 (20) 479 - - Net increase ............................. 7,713 7,614 2,019 2,972 18,336 38,654 Net assets available for benefits Beginning of year ........................ 37,840 46,464 5,040 3,943 74,929 168,216 - 6 - End of year .............................. $45,553 $54,078 $7,059 $6,915 $93,265 $206,870
The accompanying notes are an integral part of these financial statements. - 7 - AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1994 In thousands, except share amounts
Non- Participant Participant Directed Directed Asset Equity Stock Cash Allocation Index Stock Fund Fund Fund Fund Fund Total Additions to net assets Investment income Dividends .................................... $ 1,450 $ - $ 369 $ 90 $ 3,026 $ 4,935 Interest ..................................... 6 3,038 1 1 12 3,058 Net depreciation in fair value of investments. (548) - (428) (61) (762) (1,799) Total investment income (loss) ............. 908 3,038 (58) 30 2,276 6,194 Contributions Companies' ................................... - - - - 7,037 7,037 Participants' ................................ 3,622 6,779 1,231 1,279 - 12,911 Total contributions ........................ 3,622 6,779 1,231 1,279 7,037 19,948 Total additions .......................... 4,530 9,817 1,173 1,309 9,313 26,142 Deductions from net assets Benefits American General Corporation common stock (99,837 shares) ............................ 969 - - - 1,826 2,795 Cash ......................................... 1,946 2,996 484 277 3,666 9,369 Forfeitures .................................... - - - - 404 404 Total deductions ......................... 2,915 2,996 484 277 5,896 12,568 Interfund transfers .............................. 338 (465) (235) 362 - - Net increase ............................. 1,953 6,356 454 1,394 3,417 13,574 Net assets available for benefits Beginning of year ........................ 35,887 40,108 4,586 2,549 71,512 154,642 - 8 - End of year .............................. $37,840 $46,464 $5,040 $3,943 $74,929 $168,216
The accompanying notes are an integral part of these financial statements. - 9 - AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS NOTE A--SIGNIFICANT ACCOUNTING POLICIES The American General Employees' Thrift and Incentive Plan (the Plan) financial statements are prepared in conformity with generally accepted accounting principles. Investments in American General Corporation (American General) common stock are reported at fair value based on published market prices. Fair values of other investments not having an established market are reported as follows: 1) investment in American General Life Insurance Company (American General Life) deposit administration group annuity 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) Timed Opportunity and Stock Index 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 The Variable Annuity Life Insurance Company (VALIC). VALIC and American General Life are wholly-owned subsidiaries of American General. Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded as income on ex-dividend dates, and interest income is recorded using the accrual method of accounting. Contributions are recorded as additions to net assets on the date the contributions become payable to the Plan. Interfund transfers are recorded at the market value of the amount transferred. Benefits paid to participants and related forfeitures are recorded upon distribution at the market value of the assets distributed or forfeited. The preparation of financial statements requires management to make estimates and assumptions that affect (1) the reported amounts of assets and liabilities, (2) disclosures of contingent assets and liabilities, and (3) the reported amounts of revenues and expenses during the reporting periods. Ultimate results could differ from those estimates. In September 1994, the American Institute of Certified Public Accountants issued SOP 94-4, "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined - Contribution Pension Plans," which requires that fully benefit- responsive investment contracts (ones that allow participants to withdraw or transfer funds at any time without conditions, limits, or restrictions) be reported at contract value. The statement also requires additional disclosures related to investment yield, crediting interest rates, and fair value of such contracts. The Plan will adopt this statement in the 1996 plan year. Adoption of this statement will result in additional footnote disclosures but will not have an effect on the Plan's net assets available for benefits. Certain prior year amounts have been reclassified to conform with the current year presentation. - 10 - AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE B--DESCRIPTION OF THE PLAN The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. General The Plan, which is subject to certain provisions of the Employee Retirement Income Security Act of 1974 (ERISA), is a defined contribution plan offered to eligible employees of American General and certain of its subsidiaries (the Companies). Salaried employees are eligible to participate in the Plan upon the earlier of completion of one year of service or attainment of age thirty- five. Non-salaried employees who have completed one thousand hours of service in one service year and have attained age twenty-one are eligible to partici- pate in the Plan. 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 the Companies. The Plan's investments are held in a bank-administered trust fund. Investment Options Participants may direct their employee contributions in one of four funds or a combination of two funds. These funds, designated on the financial statements as participant directed, invest in: 1) shares of American General common stock (Stock Fund); 2) a deposit administration group annuity contract issued by American General Life (Cash Fund); 3) shares of the AGSPC Timed Opportunity Fund (Asset Allocation Fund); or 4) shares of the AGSPC Stock Index Fund (Equity Index Fund). The Companies' contributions are invested solely in the non-participant directed portion of the Stock Fund. Amounts which have not yet been used to purchase investments in either common stock, the deposit administration contract, the AGSPC Timed Opportunity Fund, or the AGSPC Stock Index Fund are temporarily invested in short-term invest- ments. Income from these short-term investments is allocated to Plan partici- pants based on current contributions. Contributions Employees who elect to participate 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 ten percent of base pay, subject to the contribution limitations discussed below. The Companies contribute an amount ranging from 50 percent to 100 percent of the employee's basic contribution as determined annually by the Personnel Committee of the American General Board of Direc- tors. - 11 - AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE B--DESCRIPTION OF THE PLAN--Continued Participants may change their contribution rate and investment election for future contributions, as well as transfer all or part of their employee account balances among funds, no more than once each month. All changes except transfers are effective on the first day of the first pay period of each month. Transfers are effective on the last business day of the month the request is received. Contribution Limitations For 1995 and 1994, 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 1995 and 1994, the total amount of base pay that can be used in determining contributions under the Plan is $150,000. ERISA and the IRC provide that plans, such as the American General Employees' Thrift and Incentive Plan, cannot discriminate in favor of highly compensated individuals. Certain highly compensated individuals may be required to receive refunds of any contributions in excess of the IRC Sections 401(k) and (m) limits and all earnings attributable to such contributions. Highly compensated individuals are not allowed to make additional contributions if such contributions will adversely affect the Plan's nondiscrimination test under Sections 401(k) and (m). Amounts in excess of the limits discussed above are designated on the state- ment of net assets as "Payables - Excess contribution refunds" and were refunded within 2-1/2 months of the Plan's year end. "Payables - Excess contribution forfeitures" represent the nonvested excess contributions of the Companies and are available to reduce future company contributions. Participant Accounts Each participant's account is credited with the participant's and Companies' contributions and an allocation of 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 particip- ant's vested account. Vesting Participants are immediately vested in their contributions plus the earnings thereon. Participants obtain a vested interest in the Companies' contribu- tions and the earnings thereon at the rate of two percent per month of plan participation after one year of service. In addition, participants will become 100 percent vested in the Companies' contributions upon their retirement, attainment of age 65, total disability, or death. - 12 - AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE B--DESCRIPTION OF THE PLAN--Continued Payment of Benefits Upon termination of service, and if consented to by the participant (required only if the total value, both vested and nonvested, of the account exceeds $3,500 and the participant is under age 65), a participant will receive a distribution equal to the vested value of his or her account. A minimum distribution must be made after a participant reaches age 70-1/2, regardless of whether service has been terminated. Forfeitures Participants terminating employment 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. Forfeitures are available to reduce the Companies' future contributions. Participants who terminate and are reemployed with a participating company before incurring five consecutive one-year breaks in service are entitled to their nonvested or forfeited amounts, subject to certain provisions as stated in the Plan document. Plan Members At December 31, 1995, 6,270 participants were actively contributing to the Plan. NOTE C--PLAN TERMINATION Although they have not expressed any intent to do so, the Companies have the right under the Plan to discontinue their 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. NOTE D--RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 Benefits processed and approved for payment, but not paid as of December 31, are recorded on Form 5500 but not in the financial statements. The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500: In thousands December 31, 1995 1994 Net assets available for benefits per the financial statements ..................... $206,870 $168,216 Benefits payable to withdrawing participants ....... (777) (322) - 13 - Net assets available for benefits per Form 5500 .. $206,093 $167,894 - 14 - AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE D--RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500--Continued The following is a reconciliation of benefits paid to participants per the financial statements to Form 5500: In thousands Year Ended December 31, 1995 Benefits paid to participants per the financial statements American General Corporation common stock ...... $ 4,724 Cash ........................................... 15,382 Total benefits paid to participants per the financial statements ....................... 20,106 Benefits payable to withdrawing participants at December 31, 1995 ................................ 777 Benefits payable to withdrawing participants at December 31, 1994 ............................. (322) Benefits paid to participants per Form 5500 .. $20,561 NOTE E--FEDERAL INCOME TAXES Based on a favorable determination letter dated August 3, 1995, the Internal Revenue Service (IRS) has ruled that the Plan, as restated and amended effective June 29, 1991, and as further amended effective June 29, 1991, November 22, 1991, June 27, 1992, October 22, 1992, January 1, 1993, and January 1, 1994, is qualified under Section 401(a) of the IRC and, therefore, exempt under Section 501(a) from federal income taxes. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan's administrators are not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. - 15 - AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1995 In thousands, except share amounts Fair Issuer Description Cost Value American General 3,994,776 shares of $83,334 $139,318 Corporation* common stock American General Life Deposit administration 53,287 53,287 Insurance Company* group annuity contract; guaranteed rate of 6.60% through April 1, 1996 and 6.00% through March 31, 1997 American General Series 581,050 shares of AGSPC 5,934 7,037 Portfolio Company* Timed Opportunity Fund American General Series 357,525 shares of AGSPC 5,427 6,804 Portfolio Company* Stock Index Fund State Street Bank Short-term investments & Trust Company* in money-market fund 1,506 1,506 $149,488 $207,952 *Party in interest - 16 - AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN REPORTABLE TRANSACTIONS (A) FOR THE YEAR ENDED DECEMBER 31, 1995 In thousands, except share amounts and transaction counts Amount of Party Involved Description Transaction State Street Bank Purchases of short-term investments in $22,691 & Trust Company 346 transactions State Street Bank Sales of short-term investments in 266 21,379 & Trust Company transactions (B) Purchases of 228,263 shares of American 7,695 General Corporation common stock in 23 transactions (B) Sales of 86,823 shares of American 2,906 General Corporation common stock in 10 transactions at a gain of $1,048 (B) Distributions of 156,288 shares of 4,724 American General Corporation common stock to various individuals who withdrew from or terminated participation in the Plan in 25 transactions at a gain of $2,329 (A) Reportable transactions are transactions or series of transactions in excess of five 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. - 17 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the American General Employees' Thrift and Incentive Plan Administrative Board has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN June 20, 1996 Austin P. Young, Member of the Administrative Board - 18 - Appendix - 19 - Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-39200) pertaining to the American General Employees' Thrift and Incentive Plan of our report dated May 31, 1996, with respect to the financial statements and schedules of the American General Employees' Thrift and Incentive Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1995. ERNST & YOUNG LLP June 20, 1996 - 20 - -----END PRIVACY-ENHANCED MESSAGE-----