-----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, JJcPTlPbW3y3iE+As8NafaeioCBUicx70X8YV/0YD8sI3AZf+UJGEdrcr8OZUC9e 9J8wDsjP4/zioVwoek83FQ== 0000005103-94-000050.txt : 19940701 0000005103-94-000050.hdr.sgml : 19940701 ACCESSION NUMBER: 0000005103-94-000050 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN GENERAL CORP /TX/ CENTRAL INDEX KEY: 0000005103 STANDARD INDUSTRIAL CLASSIFICATION: 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: 94535069 BUSINESS ADDRESS: STREET 1: 2929 ALLEN PKWY CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 7135221111 11-K 1 AG EMPLOYEES' THRIFT & INCENTIVE PLAN 12/31/93 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, 1993 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, 1993 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 ............................................. 13 Reportable Transactions ................................................ 14 Signature Page ............................................................ 15 Appendix: Consent of Independent Auditors ................................ 17 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, 1993 and 1992 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, 1993 and 1992, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. 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, 1993 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 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 specific fund information have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 financial statements taken as a whole. ERNST & YOUNG Houston, Texas May 25, 1994 - 1 - AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1993 In thousands Asset Equity Stock Cash Allocation Index Total Fund Fund Fund Fund Assets Investments American General Corpor- ation common stock (3,768,898 shares) ... $107,885 $107,885 $ - $ - $ - American General Life Insurance Company deposit administration group annuity contract 40,091 - 40,091 - - American General Series Portfolio Company - Timed Opportunity Fund (406,998 shares) ..... 4,579 - - 4,579 - American General Series Portfolio Company - Stock Index Fund (173,198 shares) ..... 2,556 - - - 2,556 Short-term investments . 456 377 63 11 5 Total investments .... 155,567 108,262 40,154 4,590 2,561 Receivables Interfund transfers .... 81 61 17 1 2 Other .................. 7 2 4 - 1 Total assets ......... 155,655 108,325 40,175 4,591 2,564 Liabilities Payables Participating companies from forfeitures ..... 180 180 - - - Excess contribution refunds .............. 421 400 18 2 1 Excess contribution forfeitures .......... 39 39 - - - Purchase of securities . 290 290 - - - Interfund transfers .... 81 16 48 3 14 Other .................. 2 1 1 - - Total liabilities .... 1,013 926 67 5 15 Net assets available for benefits ................ $154,642 $107,399 $40,108 $4,586 $2,549 The accompanying notes are an integral part of the financial statements. - 2 - AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1992 In thousands Asset Equity Stock Cash Allocation Index Total Fund Fund Fund Fund Assets Investments American General Corpor- ation common stock (3,697,666 shares) .... $105,384 $105,384 $ - $ - $ - American General Life Insurance Company deposit administration group annuity contract 31,079 - 31,079 - - American General Series Portfolio Company - Timed Opportunity Fund (333,048 shares) ...... 3,607 - - 3,607 - American General Series Portfolio Company - Stock Index Fund (70,336 shares) ....... 974 - - - 974 Short-term investments .. 262 243 4 13 2 Total investments ..... 141,306 105,627 31,083 3,620 976 Receivables Interfund transfers ..... 2,119 27 1,887 12 193 Other ................... 91 16 66 6 3 Total assets .......... 143,516 105,670 33,036 3,638 1,172 Liabilities Payables Participants ............ 711 549 147 14 1 Participants of withdrawn companies ............. 6 6 - - - Participating companies from forfeitures ...... 65 65 - - - Excess contribution refunds ............... 349 337 10 2 - Excess contribution forfeitures ........... 43 43 - - - Purchase of securities .. 155 155 - - - Interfund transfers ..... 2,119 2,072 41 6 - Other ................... 1 1 - - - Total liabilities ..... 3,449 3,228 198 22 1 Net assets available for benefits ................. $140,067 $102,442 $32,838 $3,616 $1,171 The accompanying notes are an integral part of the financial statements. - 3 - AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1993 In thousands Asset Equity Stock Cash Allocation Index Total Fund Fund Fund Fund Additions to net assets Investment income Dividends ............... $ 4,302 $ 4,020 $ - $ 218 $ 64 Interest ................ 2,673 20 2,651 1 1 Net appreciation (depreciation) in fair value of investments .. (4,086) (4,315) - 116 113 Total investment income (loss) ....... 2,889 (275) 2,651 335 178 Contributions Companies' .............. 6,986 6,986 - - - Participants' ........... 12,746 3,365 7,167 1,203 1,011 Total contributions ... 19,732 10,351 7,167 1,203 1,011 Total additions ..... 22,621 10,076 9,818 1,538 1,189 Deductions from net assets Benefits American General Corpor- ation common stock (268,496 shares) ...... 4,464 4,464 - - - Cash .................... 2,739 50 2,361 282 46 Forfeitures ............... 849 849 - - - Other ..................... (6) (6) - - - Total deductions .... 8,046 5,357 2,361 282 46 Interfund transfers ......... - 238 (187) (286) 235 Net increase ........ 14,575 4,957 7,270 970 1,378 Net assets available for benefits Beginning of year ... 140,067 102,442 32,838 3,616 1,171 End of year ......... $154,642 $107,399 $40,108 $4,586 $2,549 The accompanying notes are an integral part of the financial statements. - 4 - AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1992 In thousands Asset Equity Stock Cash Allocation Index Total Fund Fund Fund Fund Additions to net assets Investment income Dividends ............... $ 3,990 $ 3,882 $ - $ 88 $ 20 Interest ................ 2,087 18 2,066 2 1 Net appreciation (depreciation) in fair value of investments .. 19,108 19,226 - (143) 25 Total investment income (loss) ....... 25,185 23,126 2,066 (53) 46 Contributions Companies' .............. 6,878 6,878 - - - Participants' ........... 11,987 2,658 7,749 1,372 208 Total contributions ... 18,865 9,536 7,749 1,372 208 Total additions ..... 44,050 32,662 9,815 1,319 254 Deductions from net assets Benefits American General Corpor- ation common stock (416,528 shares) ...... 6,179 6,179 - - - Cash .................... 3,375 56 2,968 345 6 Forfeitures ............... 771 771 - - - Other ..................... (4) (2) (2) - - Total deductions .... 10,321 7,004 2,966 345 6 Interfund transfers ......... - (5,209) 4,272 14 923 Net increase ........ 33,729 20,449 11,121 988 1,171 Net assets available for benefits Beginning of year ... 106,338 81,993 21,717 2,628 - End of year ......... $140,067 $102,442 $32,838 $3,616 $1,171 The accompanying notes are an integral part of the financial statements. - 5 - 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 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. Dividends are recorded as income on ex-dividend dates, and interest income is recorded using the accrual method of accounting. Purchases and sales are recorded on a trade-date basis. The cost of securities sold on the open market is determined using the average cost method. Contributions are recorded as income on the date that they 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 cost of the assets distributed or forfeited. Due to a clarification in the application of an accounting principle, benefits payable to participants are no longer accrued as liabilities in the 1993 financial statements. NOTE B--DESCRIPTION OF THE PLAN The following description of the Plan provides only general information. The Plan document provides a more complete description of the Plan's provisions. For additional information concerning the Plan, contact the Corporate Benefits Department of American General. - 6 - 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, as amended (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 completion of one year of service or upon 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 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). The cost of administering the Plan is paid by the Companies. Investments are held in a bank-administered master trust fund. Investment Options The Plan was amended effective June 27, 1992 to allow for investment in shares of the AGSPC Stock Index Fund (Equity Index Fund). In addition, the Plan's investment in units of VALIC Separate Account A, Division 5, which invested solely in shares of the AGSPC Timed Opportunity Fund, was converted to an investment in shares of the AGSPC Timed Opportunity Fund (Asset Allocation Fund) in 1992. 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 deposit administration group annuity contract issued by American General Life (Cash Fund); 3) the Asset Allocation Fund; or 4) the Equity Index Fund. The Companies' contributions are invested solely in the Stock Fund. Amounts which have not yet been used to purchase investments in either common stock, the deposit administration contract, the Timed Opportunity Fund, or the Stock Index Fund are temporarily invested in money-market fund investments. Income from these 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 ranging from 50 percent to 100 percent of the employees' basic contribution as determined annually by the Personnel Committee of the American General Board of Direc- tors. - 7 - AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE B--DESCRIPTION OF THE PLAN--Continued Effective June 27, 1992, 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. Prior to June 27, 1992, changes and transfers were allowed less frequently. Contribution Limitations For 1993, the total amount of participant pretax contributions was limited to $8,994. For 1994, these contributions will be limited to $9,240. Additional- ly, the total amount of annual participant and company contributions (includ- ing forfeitures) must not exceed the lesser of 25 percent of compensation or $30,000. During 1993, the total amount of base pay that could be used in determining contributions under the Plan was $235,840. This amount was decreased to $150,000 for 1994. 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. To comply with these laws, certain highly compensated individu- als will receive refunds of 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. A participant is entitled to the benefit that can be provided from the participant's 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 retire- ment, attainment of age 65, total disability, or death. - 8 - 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 (consent is only required 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 distribution must be made after a participant reaches age 70-1/2, regardless of whether service has been terminated. Forfeitures Participants terminating employment on or after February 1, 1989 forfeit their nonvested interest in company contributions on the earlier of (1) the distri- bution 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. For participants who terminated prior to February 1, 1989, amounts not vested upon termination are forfeited after incurring five consecutive one-year breaks in service. Forfeitures are available to reduce future company 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. Plan Members At December 31, 1993, 6,534 participants were actively contributing to the Plan. - 9 - AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE C--CONTRIBUTIONS Contributions from companies and participants were as follows: For the Year Ended December 31, 1993 In thousands
Company Participant Asset Equity Stock Stock Cash Allocation Index Fund Total Fund Fund Fund Fund American General Corporation ................ $ 593 $ 1,219 $ 412 $ 548 $ 93 $ 166 American General Finance, Inc. .............. 3,023 5,313 1,095 3,320 662 236 American General Investment Corporation ..... 247 419 107 203 67 42 American General Life and Accident Insurance Company ......................... 1,072 1,890 647 1,063 106 74 American General Life Insurance Company ..... 836 1,523 566 790 101 66 American General Life Insurance Company of New York ............................... 142 255 113 125 14 3 American General Realty Investment Corporation (A) ........................... 8 19 4 8 2 5 American-Amicable Life Insurance Company of Texas ..................................... 81 327 10 107 5 205 Cinco Ranch Development Corporation (B) ..... 1 1 - 1 - - CommoLoCo, Inc. ............................. 93 126 - 126 - - The Variable Annuity Life Insurance Company . 890 1,654 411 876 153 214 Total contributions ..................... $6,986 $12,746 $3,365 $7,167 $1,203 $1,011 (A) Effective December 26, 1992, American General Realty Investment Corporation adopted the Plan. (B) Effective January 11, 1993, employees of Cinco Ranch Development Corporation were transferred to American General Realty Investment Corporation and American General Investment Corporation.
- 10 - AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE C--CONTRIBUTIONS--Continued Contributions from companies and participants were as follows: For the Year Ended December 31, 1992 In thousands
Company Participant Asset Equity Stock Stock Cash Allocation Index Fund Total Fund Fund Fund Fund American General Corporation ................ $ 616 $ 1,147 $ 355 $ 635 $ 92 $ 65 American General Finance, Inc. .............. 2,929 5,054 660 3,581 771 42 American General Investment Corporation ..... 230 470 97 291 76 6 American General Life and Accident Insurance Company ......................... 1,115 1,891 650 1,110 113 18 American General Life Insurance Company ..... 870 1,516 503 857 132 24 American General Life Insurance Company of New York .................................. 149 246 95 139 11 1 American-Amicable Life Insurance Company of Texas ..................................... 83 133 17 106 7 3 Cinco Ranch Development Corporation ......... 22 29 5 16 8 - CommoLoCo, Inc. ............................. 103 141 - 141 - - The Variable Annuity Life Insurance Company . 761 1,360 276 873 162 49 Total contributions ..................... $6,878 $11,987 $2,658 $7,749 $1,372 $208
- 11 - AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE D--FEDERAL INCOME TAXES On September 6, 1991, the Internal Revenue Service (IRS) issued a favorable determination that the Plan, as restated and amended effective November 14, 1990, is qualified under Section 401(a) of the IRC and, therefore, exempt under Section 501(a) from federal income taxes. American General will request a favorable determination that the Plan, as subsequently restated and amended, continues to be qualified. Management believes a favorable determination will be received. At December 31, 1993, a difference of $367,010 exists between the financial information contained herein and the financial information disclosed in the Form 5500 filing due to the accounting treatment of benefits payable to participants in the 1993 audited financial statements (see Note A). NOTE E--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 F--STOCK SPLIT On February 4, 1993, American General's Board of Directors declared a two-for- one stock split effected in the form of a 100 percent common stock dividend, paid March 1, 1993, to shareholders of record on February 16, 1993. The stock distribution was reflected in the December 31, 1992 financial statements of the Plan. - 12 - AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1993 In thousands Fair Issuer Description Cost Value American General 3,768,898 shares of $ 78,050 $107,885 Corporation common stock American General Life Deposit administration 40,091 40,091 Insurance Company group annuity contract; guaranteed rate of 6.85% through April 1, 1994 and 6.35% through March 31, 1995 American General Series 406,998 shares of the 3,993 4,579 Portfolio Company Timed Opportunity Fund American General Series 173,198 shares of the 2,433 2,556 Portfolio Company Stock Index Fund State Street Bank Short-term investment 456 456 & Trust Company in money-market fund $125,023 $155,567 - 13 - AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN REPORTABLE TRANSACTIONS (A) FOR THE YEAR ENDED DECEMBER 31, 1993 In thousands Amount of Party Involved Description Transaction State Street Bank Purchases of money-market fund $23,262 & Trust Company investments in 353 transactions State Street Bank Sale of money-market fund 23,068 & Trust Company investments in 292 transactions American General Life Contributions and interest to the 9,329 Insurance Company deposit administration group annuity contract in 51 transactions American General Life Withdrawal from the deposit admin- 358 Insurance Company istration group annuity contract in 2 transactions (B) 266,965 shares of American General 8,134 Corporation common stock purchased in 31 transactions (C) (B) 206,714 shares of American General 6,526 Corporation common stock repurchased from various individuals who withdrew from or terminated participation in the Plan in 59 transactions (C) (B) 129,247 shares of American General 3,765 Corporation common stock sold in 9 transactions at a gain of $1,325 (C) (B) 61,782 shares of American General 864 Corporation common stock distributed to various individuals who withdrew from or terminated participation in the Plan in 16 transactions (C) (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 Rules and Regulations. (B) Parties involved are not presented, as permitted by Section 2520.103-6 (d)(1)(i) of the Department of Labor Rules and Regulations. (C) Share amounts reflect the two-for-one stock split (see Note F). - 14 - 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, 1994 AUSTIN P. YOUNG Austin P. Young, Member of the Administrative Board - 15 - Appendix - 16 - 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 25, 1994, 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, 1993. ERNST & YOUNG June 17, 1994 - 17 - -----END PRIVACY-ENHANCED MESSAGE-----