-----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, UnhvYA8hT1v/nIuK25zPkgBWQnz8IBRM7aspDWPiGh6q6ntkVKhBtW1dqIeVB/uR cSlbRsLM9t9QeuWGT/qeDg== 0000005103-01-500048.txt : 20010627 0000005103-01-500048.hdr.sgml : 20010627 ACCESSION NUMBER: 0000005103-01-500048 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010626 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: SEC FILE NUMBER: 001-07981 FILM NUMBER: 1668005 BUSINESS ADDRESS: STREET 1: 2929 ALLEN PKWY CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 7135221111 11-K 1 emth00.txt 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, 2000 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 AUDITED FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 2000 Audited Financial Statements Report of Independent Auditors . . . . . . . . . . . . . . . . . . . 1 Statements of Net Assets Available for Benefits . . . . . . . . . . . 2 Statements of Changes in Net Assets Available for Benefits . . . . . 3 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 4 Schedules Schedule H, Line 4 (i) - Schedule of Assets (Held at End of Year). . 12 Schedule H, Line 4 (j) - Schedule of Reportable Transactions. . . . 13 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, 2000 and 1999, 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 auditing standards generally accepted in the United States. 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, 2000 and 1999, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. 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 at end of year) as of December 31, 2000 and reportable transactions for the year then ended are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audits 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. Houston, Texas May 25, 2001 AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS In thousands December 31, 2000 1999 Assets Investments (See Note C) . . . . . . . . . . $564,534 $554,966 Receivables Interest receivable . . . . . . . . . . . . 526 - Employer contributions . . . . . . . . . . 619 248 Participant contributions . . . . . . . . . 427 286 Other . . . . . . . . . . . . . . . . . . . 41 140 Total receivables . . . . . . . . . . . . 1,613 674 Total assets . . . . . . . . . . . . . 566,147 555,640 Liabilities Payables Forfeitures . . . . . . . . . . . . . . . . 44 463 Payable to other Qualified Plan . . . . . . 556 - Other . . . . . . . . . . . . . . . . . . . 962 463 Total liabilities . . . . . . . . . . . 1,562 926 Net assets available for benefits . . . . . . $564,585 $554,714 The accompanying notes are an integral part of these financial statements. AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS In thousands Years Ended December 31, 2000 1999 Additions to net assets Investment income Dividends . . . . . . . . . . . . . . $ 9,074 $ 9,665 Interest . . . . . . . . . . . . . . 6,630 6,549 Net appreciation in fair value of investments (See Note C) . . . . . 9,665 9,991 Total investment income . . . . . 25,369 26,205 Contributions Companies' . . . . . . . . . . . . . 18,293 16,225 Participants' . . . . . . . . . . . . 32,954 29,081 Total contributions . . . . . . . 51,247 45,306 Total additions . . . . . . 76,616 71,511 Deductions from net assets Benefits American General Corporation common stock . . . . . . . . . . . . . . . 13,025 9,894 Cash . . . . . . . . . . . . . . . . 50,362 54,835 Forfeitures . . . . . . . . . . . . . 377 991 Participant loan origination fees . . 45 34 Asset transfer to Affiliated Computer Services (See Note I) . . . . . . . . 2,936 - Total deductions . . . . . . . 66,745 65,754 Net increase . . . . . . . . . 9,871 5,757 Net assets available for benefits Beginning of year . . . . . . . 554,714 548,957 End of year . . . . . . . . . . $564,585 $554,714 The accompanying notes are an integral part of these financial statements. 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 accounting principles generally accepted in the United States. Investments in American General Corporation (American General) common stock are reported at fair value based on published market prices. Fair values of other investments are reported as follows: 1) investment in American General Life Insurance Company (American General Life) deposit administration group annuity contract, at contract value (see Note E); 2) investments in the North American (NA) Core Equity and Stock Index Funds, (formerly American General Series Portfolio Company Growth and Stock Index Funds), the Putnam OTC & Emerging Growth Fund, the Templeton Foreign Fund and the Vanguard Fixed Income Securities Fund, at net asset value; and 3) short-term investments, at cost which approximates fair value. NA is an open-end management investment company (mutual fund) whose investment advisor is American General Investment Management (AGIM). AGIM and American General Life are wholly owned subsidiaries of American General. Participant notes are recorded as plan investments at amortized values. 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 are recorded upon distribution at the market value of the assets distributed. The preparation of financial statements requires management to make estimates that affect (1) the reported amounts of assets and liabilities, (2) disclosures of contingent assets and liabilities, and (3) the reported amounts of additions and deductions during the reporting periods. Actual results could differ from those estimates. 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. AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE B--DESCRIPTION OF THE PLAN--Continued 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 and certain regular employees are eligible to participate in the Plan after completion of 30 days of service. Non-salaried employees who have completed 1,000 hours of service in one service year and have attained age 21 are eligible to participate 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). Substantially all of the costs of administering the Plan are 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 seven funds or a combination of each fund. These funds 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 North American Stock Index Fund (Stock Index Fund); 4) shares of the Putnam OTC & Emerging Growth Fund (Mid-Cap Fund, formerly called Small-Cap Fund); 5) shares of the North American Core Equity Fund (Large-Cap Blend Fund); 6) shares of the Templeton Foreign Fund (International Fund); and 7) shares of the Vanguard Fixed Income Securities Fund (Bond Fund). The Companies' contributions are invested solely in the Stock Fund; however, participants age 60 or older can direct the investment of their employer matching contributions into any of the available funds. Amounts which have not yet been used to purchase investments in either the Stock, Cash, Equity Index, Mid-Cap, Large-Cap Blend, International, or Bond Funds are temporarily invested in short-term investments. Income from these short-term investments is allocated to Plan participants 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 equal to 100 percent of the first three percent of the participant's basic contribution, plus 50 percent of the next three percent of the participant's basic contribution. This matching contribution complies with the safe harbor provisions of IRC 401(k)(12). 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 2000 and 1999, the total amount of participant pretax contributions is limited to $10,500 and $10,000, respectively. 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 2000 and 1999, the total amount of base pay that can be used in determining contributions under the Plan is $170,000 and $160,000, respectively. Participant Accounts Each participant's account is credited with the participant's and the Companies' contributions and an allocation of Plan earnings. Allocation 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 vested account. Vesting Participants are immediately vested in their contributions plus the earnings thereon. Effective January 1, 1999, the participants immediately become 100 percent vested in the Companies' contributions made in 1999 and subsequent years. These changes were made to allow the Plan to meet the safe harbor provisions of IRC 401(k)(12). Vesting in the Company's contributions made prior to January 1, 1999, and the earnings thereon become vested at a rate of two percent per month of plan participation after one year of service. Any non-vested portion of the Companies' contributions made prior to January 1, 1999 will become 100 percent vested upon retirement, attainment of age 65, total disability, or death. 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 non-vested, of the account exceeded $5,000 and the participant is under age 65), a participant will receive a distribution equal to the vested value of his or her account as of the last business day of the month in which the distribution request is made. Distributions must begin by April 1 of the calendar year following the later of either the calendar year in which the employee reaches age 70-1/2, or the calendar year in which the employee retires. Participant Loans Participants may borrow from their fund accounts, in a single loan, a minimum of $1,000 and up to a maximum equal to the lesser of $50,000 or 50% of the participant's vested account balance. Loan terms range from 12 to 58 months. Loans are secured by the vested balance in the participant's account and bear interest at a rate commensurate with prevailing rates as determined from time to time. Principal and interest are paid to the participant's account through payroll deductions. Early loan payoff is allowed. Forfeitures Participants terminating employment forfeit their non-vested interest in the Companies' contributions on the earlier of (1) the distribution of the entire non-forfeitable 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 re-employed with a participating company before incurring five consecutive one-year breaks in service are entitled to their non-vested or forfeited amounts, subject to certain provisions as stated in the Plan document. NOTE C--INVESTMENTS The following presents investments that represent 5 percent or more of the Plan's net assets. In thousands December 31, 2000 1999 American General Corporation common stock . . . . . . . . . . . . . . . . . $360,287* $343,327* American General Life Insurance Company deposit administration group annuity contract . . . . . . . . . . . . . . . 95,500 94,861 North American Stock Index Fund . . . . . . . . . 48,009 51,150 *Includes both participant and nonparticipant-directed (See Note D) AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE C--INVESTMENTS--Continued The Plan's investments (including gains and losses on investments bought and sold as well as held during the years) appreciated (depreciated) in value as follows: In thousands Years Ended December 31, 2000 1999 Mutual funds . . . . . . . . . . . . . . $(18,407) $ 20,549 Common stock . . . . . . . . . . . . . . 28,072 (10,558) $ 9,665 $ 9,991 NOTE D--NONPARTICIPANT-DIRECTED INVESTMENTS Information about the net assets and the significant components of the changes in net assets relating to the Stock Fund is as follows: In thousands December 31, 2000 1999 Net assets AGC common stock fund . . . . . . . . . . . . $360,735 $344,003 Years Ended December 31, 2000 1999 Changes in net assets Contributions . . . . . . . . . . . . . . . . . $ 27,647 $ 23,925 Dividends . . . . . . . . . . . . . . . . . . . 8,056 7,298 Interest . . . . . . . . . . . . . . . . . . . 127 52 Net appreciation (depreciation) . . . . . . . . 28,072 (10,558) Asset transfer to Affiliated Computer Services . . (2,106) - Benefits paid to participants . . . . . . . . . . (36,597) (40,179) Interfund transfers . . . . . . . . . . . . . . . (8,080) (543) Forfeitures . . . . . . . . . . . . . . . . . . . (374) (980) Loan origination fees. . . . . . . . . . . . . . . (13) (14) $ 16,732 $(20,999) The Stock Fund contains both participant and nonparticipant-directed contributions with earnings not separately determinable; therefore, the Stock Fund is considered a total nonparticipant-directed investment option. AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE E--INVESTMENT CONTRACT WITH INSURANCE COMPANY The Plan maintains an investment contract with American General Life, a wholly owned subsidiary of American General. The deposit administration group annuity contract is valued at contract value, which approximates fair value, and represents contributions under the contract, plus interest at the contract rate, less funds used to pay benefits. The guaranteed minimum rate of the contract is reset annually by American General Life. The contract had a guaranteed minimum rate of 6.25%, for 2000 and 1999. Any earnings in excess of the guaranteed minimum rate are credited to the participants. The effective earned yield is calculated based on the calendar year. The effective earned yield of the investment contract for 2000 and 1999 was 6.60% and 6.48%, respectively. NOTE F--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 G--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, 2000 1999 Net assets available for benefits per the financial statements . . . . . . . . . . . $564,585 $554,714 Benefits payable to withdrawing participants . . . . (4,316) (4,353) Net assets available for benefits per Form 5500 . . . . . . . . . . . . . . . . . . $560,269 $550,361 AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE G--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, 2000 Benefits paid to participants per the financial statements American General Corporation common stock . . . . $13,025 Cash . . . . . . . . . . . . . . . . . . . . . . 50,362 Total benefits paid to participants per the financial statements . . . . . . . . . . 63,387 Benefits payable to withdrawing participants at year end . . . . . . . . . . . . . . . . . . . . . 4,316 Benefits payable to withdrawing participants at beginning of year . . . . . . . . . . . . . . . . . (4,353) Benefits paid to participants per Form 5500 . . . . . . . . . . . . . . . . . . $63,350 NOTE H--FEDERAL INCOME TAXES Based on a favorable determination letter dated July 14, 1999, the Internal Revenue Service has ruled the Plan, as restated and amended, 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 administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC, and therefore, believes that the Plan is qualified and the related trust is tax exempt. NOTE I--ASSET TRANSFER In July 2000, American General outsourced approximately fifty employees who were participants of the Plan to Affiliated Computer Services. Assets of approximately $2.9 million, were transferred to a plan administered by Affiliated Computer Services. NOTE J--SUBSEQUENT EVENTS The Company intends to adopt the following plan amendments and/or plan procedural changes effective July 1, 2001: Merger of the VALIC Agents' and Managers' Thrift Plan into the Plan. The appointment of INVESCO Retirement Plan Services Company as Recordkeeper and Trustee. AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE J--SUBSEQUENT EVENTS--Continued The spin off of CommoLoco, Inc., a Puerto Rican subsidiary of American General Finance, Plan participants into a separate plan and trust in compliance with the applicable Puerto Rican tax code provisions. AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN SCHEDULE H, Line 4 (i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR) AT DECEMBER 31, 2000 EIN: 74-0483432 PN: 001 In thousands, except share amounts Fair Issuer Description Cost Value American General 4,420,695 shares of $157,957 $360,287 Corporation* common stock American General Life Deposit administration ** 95,500 Insurance Company* group annuity contract North American* 1,237,353 shares of North ** 48,009 American Stock Index Fund North American* 1,527,403 shares of North ** 21,842 American Core Equity Fund Putnam 876,393 shares of Putnam OTC ** 12,199 & Emerging Growth Fund Templeton 850,120 shares of Templeton ** 8,790 Foreign Fund Participant Notes* Loans issued at interest ** 7,677 rates between 9.50% and 10.50% Vanguard 826,999 shares of Vanguard ** 6,988 Fixed Income Securities Fund State Street Bank Short-term investments & Trust Company* in money-market fund ** 3,242 $157,957 $564,534 *Party in interest **Cost not required for participant-directed investments AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN SCHEDULE H, LINE 4 (j) - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2000 EIN: 74-0483432 PN: 001 In thousands Current Value of Identity of Cost Asset on Net Party Purchase Selling of Transaction Gain Involved Description Price Price Asset Date (Loss) Category (iii) - Series of non-participant directed transactions in excess of 5% of net assets available for benefits State Street Bank & Trust Company S/T Investments $44,844 $ - $44,844 $44,844 $ - State Street Bank & Trust Company S/T Investments - 42,384 42,384 42,384 - (A) Company Stock 32,700 - 32,700 32,700 - (A) Company Stock - 43,812 21,545 43,812 22,267 (A) Parties involved are not presented, as permitted by Section 25250.103-6 (d)(1)(i) of the Department of Labor's Rules and Regulations. Note: Includes both participant-directed and nonparticipant-directed transactions. 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 XX, 2001 PATRICIA R. MCCANN Patricia R. McCann, Vice President - Benefits & Payroll Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-13407) pertaining to the American General Employees' Thrift and Incentive Plan of our report dated May 25, 2001, 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, 2000. ERNST & YOUNG LLP Houston, Texas June 22, 2001 -----END PRIVACY-ENHANCED MESSAGE-----