S-8 POS 1 0001.txt As filed with the Securities and Exchange Commission on November 14, 2000. Registration No.333-52103 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________ Post-Effective Amendment No. 2 to Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________ AMERICAN GENERAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Texas 74-0483432 (State of Incorporation) (I.R.S. Employer Identification No.) 2929 Allen Parkway, Houston, Texas 77019 (Address of Principal Executive Offices) (Zip Code) ________________________ AMERICAN GENERAL CORPORATION DEFERRED COMPENSATION PLAN (Full Title of the Plan) Mark S. Berg, Esq. Executive Vice President and General Counsel 2929 Allen Parkway, Houston, Texas 77019 (713) 522-1111 (Name, Address, and Telephone Number of Agent for Service) Calculation of Registration Fee Proposed Proposed Title of Maximum Maximum Amount Securities Amount Offering Aggregate of to be to be Price Offering Regis- Registered(1)Regist- Per Price(2) tration ered(2) Share Fee Deferred Compensation Obligations Common Stock, par value $.50 per share (the "Common Stock") Total $25,000 100% $25,000 $6,600 ,000 ,000 (1) The Deferred Compensation Obligations of the Registrant to pay deferred compensation in the future in accordance with the terms of the American General Corporation Deferred Compensation Plan for a select group of eligible employees. (2) The amount to be registered is estimated solely for purposes of calculating the registration fee and includes such indeterminate number of shares of the Registrant's Common Stock as may be issued at indeterminate prices from time to time as one of the various investment options for participants in the American General Corporation Deferred Compensation Plan. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in this Part I will be sent or given to employees of the Registrant who are eligible to participate in the American General Corporation Deferred Compensation Plan (as amended, the "Plan") as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended ("Securities Act"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. This registration statement incorporates herein by reference the following documents, which have been filed (File No. 1-7981) with the Securities and Exchange Commission (the "Commission") by American General Corporation (the "Registrant") pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"): 1. The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. 2. The Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 2000. 3. The Registrant's Proxy Statement relating to the Registrant's 2000 annual meeting of shareholders. 4. The Registrant's Current Reports on Form 8-K dated June 21, June 22, August 8, and October 30, 2000. 5. The description of the Registrant's Common Stock contained in the Registration Statement on Form 8-B dated June 25, 1980, as amended by Amendment No. 1 on Form 8 dated December 22, 1983. 6. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to the filing of a post- effective amendment that indicates all securities offered have been sold or that deregisters all securities then remaining unsold. Any statement incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities. The Deferred Compensation Obligations registered hereunder (the "Obligations") are unsecured obligations of the Registrant to pay deferred compensation in the future in accordance with the terms of the Plan, which is filed as Exhibit 4.4 and Exhibit 4.5 to this Registration Statement. Such Exhibits set forth a description of the Obligations and is incorporated herein by reference in its entirety in response to this Item 4., pursuant to Rule 411(b)(3) under the Securities Act. The Registrant is authorized to issue 800 million shares of Common Stock. Each share has a par value of $0.50 for accounting purposes. Excluding shares held in treasury and by a subsidiary, as of October 31, 2000, a total of 251,444,968 shares of Common Stock were issued and outstanding. Common Stock is listed on the New York, Pacific, London and Swiss stock exchanges. Holders of Common Stock are entitled to receive dividends when, as, and if declared by the Registrant's board of directors out of any funds legally available for dividend payments, and are entitled upon liquidation, after claims of creditors and preferences of any series of preferred stock, to receive pro rata the net assets of the Registrant. Holders of Common Stock are entitled to one vote for each share held and are vested with all of the voting power, except as the Registrant's board of directors may provide with respect to any series of preferred stock. The holders of Common Stock do not have cumulative voting rights. Holders of Common Stock do not have any preemptive rights to acquire any shares or other securities of any class that may be issued, sold or offered for sale by the Registrant. In addition, the holders of Common Stock have no conversion rights. Common Stock is not subject to redemption by either the Registrant or a shareholder. Item 5. Interests of Named Experts and Counsel. The validity of the securities issuable pursuant to the Plan has been passed upon by Kevin T. Abikoff, Deputy General Counsel and Corporate Responsibility Officer of the Registrant. Each of Mr. Abikoff and the other in-house counsel participating in such legal matters on behalf of the Registrant owns shares of Common Stock as a result of participation in Registrant benefit plans or otherwise, and has options to purchase additional shares of such Common Stock. Mr. Abikoff participates in the Plan as of the filing date of this registration statement. Item 6. Indemnification of Directors and Officers. Article 2.02-1 of the Texas Business Corporation Act contains detailed provisions with respect to indemnification of directors and officers of a Texas corporation against reasonable expenses actually incurred in connection with certain legal proceedings. Article VI of the Registrant's bylaws sets forth certain rights of the officers and directors to indemnification. The Registrant's bylaws, as in effect on the date hereof, are incorporated by reference herein as Exhibit 4.3. The Registrant's articles of incorporation provide that, with certain specified exceptions, a director of the Registrant will not be liable to the corporation for monetary damages for an act or omission in the director's capacity as a director. Reference is made to the Registrant's articles of incorporation filed as Exhibits 4.1 and 4.2 hereto. The Registrant has placed in effect insurance coverage which purports (a) to insure it against certain costs of indemnification that may be incurred by it pursuant to the aforementioned bylaw provisions or otherwise, and (b) to insure the officers and directors of the Registrant and its subsidiaries, subject to certain exceptions, against certain liabilities incurred by them in the discharge of their functions as officers and directors. See Item 9. Undertakings below for a description of the position of the Securities and Exchange Commission with respect to such indemnification provisions. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following documents are filed as a part of this registration statement or incorporated by reference herein: Exhibit Number Description 4.1 Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 4.1 to Registration Statement No. 33-33115 filed by the Registrant). 4.2 Articles of Amendment to the Restated Articles of Incorporation of the Registrant(incorporated by reference to Exhibit 4 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998). 4.3 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000). **4.4 American General Corporation Deferred Compensation Plan. 4.5 First Amendment to American General Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.11 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999). *5 Opinion of Counsel. *23.1 Consent of Counsel (contained in Exhibit 5). *23.2 Consent of Ernst & Young L.L.P., Independent Auditors. **24 Powers of Attorney. * Filed Herewith ** Previously Filed Item 9. Undertakings The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakingsset forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the bylaws and other provisions summarized in Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, as of November 13, 2000. AMERICAN GENERAL CORPORATION By: /S/ MARK S. BERG Name: Mark S. Berg Title: Executive Vice President and General Counsel Pursuant to the requirement of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date * Chairman, Chief November 13, 2000 (Robert M. Devlin)Executive Officer and Director (Principal Executive Officer) /S/ NICHOLAS R. RASMUSSEN Executive November 13, 2000 (Nicholas R. Rasmussen) Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) * Director November 13, 2000 (J. Evans Attwell) * Director November 13, 2000 (Brady F. Carruth) * Director November 13, 2000 (W. Lipscomb Davis, Jr.) * Director November 13, 2000 (J. Edward Easler II) * Director November 13, 2000 (Larry D. Horner) * Director November 13, 2000 (Richard J.V. Johnson) _____________________ Director November __, 2000 (Morris J. Kramer) * Director November 13, 2000 (Michael E. Murphy) ____________________ Director November __, 2000 (Michael J. Poulos) * Director November 13, 2000 (Robert E. Smittcamp) * Director November 13, 2000 (Anne M. Tatlock) *By: /S/ MARK S. BERG Mark S. Berg Attorney-in-Fact INDEX TO EXHIBITS Exhibit Number Description 4.1 Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 4.1 to Registration Statement No. 33-33115 filed by the Registrant). 4.2 Articles of Amendment to the Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 4 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998). 4.3 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000). **4.4 American General Corporation Deferred Compensation Plan. 4.5 First Amendment to American General Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.11 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999). *5 Opinion of Counsel. *23.1 Consent of Counsel (contained in Exhibit 5). *23.2 Consent of Ernst & Young L.L.P., Independent Auditors. **24 Powers of Attorney. * Filed Herewith ** Previously Filed