-----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, p1vlZZ/OvhALGXJD54IP2+oxg6K3jjdA0MyyiwwLGhKHy49nMjBqVkrXfvelVGIy BgKnBY4zoIXseT211CqDQA== 0000005103-94-000075.txt : 19941019 0000005103-94-000075.hdr.sgml : 19941019 ACCESSION NUMBER: 0000005103-94-000075 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19941013 ITEM INFORMATION: Other events FILED AS OF DATE: 19941018 SROS: NYSE SROS: PSE 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07981 FILM NUMBER: 94553878 BUSINESS ADDRESS: STREET 1: 2929 ALLEN PKWY CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 7135221111 8-K 1 AGC 8K DATED 10/13/94 ______________________________________________________________________________ ______________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 1994 AMERICAN GENERAL CORPORATION (Exact name of registrant as specified in its charter) Texas 1-7981 74-0483432 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification incorporation) Number) 2929 Allen Parkway, Houston, Texas 77019 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 522-1111 ______________________________________________________________________________ ______________________________________________________________________________ Item 5. Other Events. On October 13, 1994, a duly authorized Committee of the board of directors (the "Terms Committee") of American General Corporation (the "Company") authorized the issuance in an underwritten public offering of $100,000,000 aggregate principal amount of the Company's 7.70% Notes Due 1999 (the "Notes") under the Company's previously filed Registration Statement on Form S-3 (Registration No. 33-30693) (the "Registration Statement") and the related Prospectus dated August 30, 1989 and Prospectus Supplement dated October 13, 1994. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. The following Exhibits are filed as part of this Report and as Exhibits to the Registration Statement: Exhibit Number Description 4(a) Resolutions of the Terms Committee adopted on October 13, 1994 establishing the terms of the Notes, certified by an Assistant Secretary of the Company. 4(b) Form of 7.70% Note Due 1999. 5 Opinion of Vinson & Elkins, special counsel for the Company, as to the legality of the Notes. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. AMERICAN GENERAL CORPORATION Dated: October 18, 1994 By: /S/ JAMES L. GLEAVES James L. Gleaves Vice President and Treasurer EXHIBIT INDEX Exhibit Number Description 4(a) Resolutions of the Terms Committee adopted on October 13, 1994 establishing the terms of the Notes, certified by an Assistant Secretary of the Company. 4(b) Form of 7.70% Note Due 1999. 5 Opinion of Vinson & Elkins, special counsel for the Company, as to the legality of the Notes. EX-4 2 CERTIFIED RESOLUTIONS EXHIBIT 4(a) CERTIFICATE I, Otto B Gerlach III, Assistant Secretary of American General Corporation, a Texas corporation (the "Company"), hereby certify that attached hereto is a true copy of resolutions duly adopted by a duly authorized and appointed committee of the Board of Directors of the Company at a meeting duly called and held on October 13, 1994, at which meeting a quorum was present and acting throughout, and such resolutions have not been amended, modified or rescinded and remain in full force and effect. IN WITNESS WHEREOF, I have hereunto signed my name. Dated: October 18, 1994 _____/S/ OTTO B GERLACH III______ Otto B Gerlach III Assistant Secretary American General Corporation Date: October 13, 1994 Subject: Meeting of Terms Committee (Messrs. Hook, Tuerff and Devlin) Purpose: The purpose of these resolutions is to authorize a shelf takedown for the issuance of $100,000,000 aggregate principal amount of 7.70% Notes Due 1999 RESOLUTIONS REGARDING SHELF TAKEDOWN WHEREAS, the Executive Committee of the Board of Directors (the "Executive Committee") of American General Corporation (the "Company") at its meeting of August 23, 1989 adopted resolutions authorizing the creation, issuance and sale of an aggregate principal amount of $350,000,000 of long- term debt securities of the Company ("Debt Securities"), whether pursuant to the Registration Statement on Form S-3 (the "Registration Statement") of the Company (Registration No. 33-30693) which registered $300,000,000 of debt securities of the Company (and included $50,000,000 of unissued debt securities of the Company previously registered) or otherwise, which may be issued from time to time at the discretion of the Terms Committee of the Board of Directors (the "Terms Committee") of the Company; and WHEREAS, this Terms Committee, pursuant to such authority given by the Executive Committee, is now authorizing the issuance and sale of $100,000,000 of Debt Securities; 1. Prospectus Supplement. NOW, THEREFORE, BE IT RESOLVED, that the Chairman, the President, any Vice Chairman or any Vice President (any reference to a Vice President of the Company in these resolutions shall be deemed to include any Vice President of - 2 - the Company whether or not designated by a number or a word or words added before or after the title "Vice President" and any terms used herein but not defined herein shall have the meanings given to them in the Indenture referred to below) of the Company be, and each of them hereby is, authorized, on behalf of the Company and in its name, to sign as required and cause to be filed with the Securities and Exchange Commission any and all amendments (including, without limitation, post-effective amendments) to the Registration Statement, any prospectus supplements, including, without limitation, a prospectus supplement describing the terms and provisions of the Notes (as such term is defined below) and the offer and sale thereof, and any additional documents which any such officer may deem necessary or desirable, such amendments, prospectus supplements and documents to be in such forms as the officer executing or filing the same shall approve, such approval to be conclusively evidenced by his execution or filing thereof; and be it 2. Authorization of Notes. FURTHER RESOLVED, that, upon receipt of the purchase price therefor hereinafter specified, the Company issue, sell and deliver $100,000,000 aggregate principal amount of its 7.70% Notes Due 1999 (the "Notes"), to be issued under the Registration Statement pursuant to the Indenture dated as of April 15, 1986, as supplemented by a First Supplemental Indenture dated as of August 31, 1987, between the Company and The Bank of New York, as Trustee (such Indenture, as executed, delivered and supplemented being herein referred to as the "Indenture"); and be it FURTHER RESOLVED, that all references in the definitions in the Indenture to the terms "Security" or "Securities" shall be deemed to and shall include the Notes; and be it 3. Terms of Notes. - 3 - FURTHER RESOLVED, that the title of the Notes shall be "7.70% Notes Due 1999"; and be it FURTHER RESOLVED, that the aggregate principal amount of the Notes to be issued and sold shall be limited to $100,000,000; and be it FURTHER RESOLVED, that the Notes shall mature and the unpaid principal thereon shall be payable on October 15, 1999; and be it FURTHER RESOLVED, that the rate per annum at which interest shall be payable on the Notes is hereby fixed at 7.70%, that interest on the Notes shall accrue beginning October 20, 1994, that interest on the Notes shall be payable semi-annually on April 15 and October 15 each year beginning April 15, 1995, and that the Regular Record Date for the payment of such interest shall be the April 1 or October 1 immediately preceding each such April 15 or October 15, as the case may be, and otherwise as provided in the Indenture; and be it FURTHER RESOLVED, that the payment of the principal of (and premium, if any) and interest on the Notes shall be made at the office or agency of the Company maintained for that purpose in the City of New York; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the person entitled thereto as such address shall appear in the Security Register; and be it FURTHER RESOLVED, that no sinking fund shall be provided for the Notes and that the Notes shall not be redeemable at the option of the Company or repayable at the option of the holders thereof prior to maturity; and be it FURTHER RESOLVED, that the purchase price for the Notes to be paid to the Company by the Underwriters of the Notes, Salomon Brothers Inc, Prudential Securities Incorporated and Smith Barney Inc., pursuant to the Pricing Agreement hereinafter referred to, including the Underwriting Agreement - 4 - attached thereto, shall be 99.713% of the principal amount of the Notes, plus accrued interest, if any, from October 20, 1994; and be it FURTHER RESOLVED, that the initial price to the public of the Notes shall be 100% of the principal amount of the Notes, plus accrued interest, if any, from October 20, 1994; and be it FURTHER RESOLVED, that the form, terms and provisions relating to the Notes established herein pursuant to Section 301 of the Indenture, and the form of Note relating thereto to be established pursuant to Section 201 of the Indenture, submitted to this meeting of the Terms Committee, completed in accordance with the foregoing resolutions, be, and they hereby are, approved; and be it 4. Blue Sky Registration. FURTHER RESOLVED, that it is desirable and in the best interest of the Company that the Notes be qualified or registered for sale in various States; that the Chairman, the President, any Vice Chairman or any Vice President and the Secretary or an Assistant Secretary hereby are authorized to determine the States in which appropriate action shall be taken to qualify or register for sale all or such part of the Notes as said officers may deem advisable; that said officers are hereby authorized to perform on behalf of the Company any and all such acts as they may deem necessary or advisable in order to comply with the applicable laws of any such States, and in connection therewith to execute and file all requisite papers and documents, including, but not limited to, applications, reports, surety bonds, irrevocable consents and appointments of attorneys for service of process; and the execution by such officers of any such paper or document or the doing by them of any act in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and ratification by the - 5 - Company of the papers and documents so executed and the action so taken; and be it 5. Officers' Certificate and Company Order. FURTHER RESOLVED, that the Chairman, the President or any Vice President, together with the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company be, and they hereby are, authorized in the name and on behalf of the Company to execute, seal, acknowledge and deliver an Officers' Certificate and a Company Order relating to the Notes pursuant to Sections 301 and 303 of the Indenture, in such form and in such number of counterparts as the officers so acting shall approve, the approval of such officers to be conclusively evidenced by their execution and delivery thereof; and be it 6. Paying Agent. FURTHER RESOLVED, that The Bank of New York be, and it hereby is, designated and appointed Paying Agent with respect to the Notes at its Corporate Trust Office pursuant to Section 1002 of the Indenture; and be it 7. Execution of Notes. FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman or any Vice President of the Company be, and each of them hereby is, authorized in the name and on behalf of the Company to execute and deliver under the corporate seal attested to by the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of this Company the Notes as authorized above in substantially such form, completed in accordance with the foregoing resolutions; and be it FURTHER RESOLVED, that any such execution may be by facsimile signature and may be imprinted or otherwise reproduced on the Notes, the Company hereby - 6 - adopting as binding upon it the facsimile signature of any person who shall be any such officer of the Company at the time of the execution of the Notes, notwithstanding the fact that at the time the Notes shall be authenticated or delivered or disposed of, such person shall have ceased to be such officer of the Company, and provided, that the seal of the Company may be in a facsimile and may be impressed, affixed, imprinted or otherwise reproduced on the Notes; and be it 8. Pricing Agreement. FURTHER RESOLVED, that the form, terms and provisions of the Pricing Agreement, including the Underwriting Agreement attached thereto, relating to the Notes, among the Company and Salomon Brothers Inc, Prudential Securities Incorporated and Smith Barney Inc., copies of which Pricing Agreement were submitted to this meeting of the Terms Committee, be, and they hereby are, approved, and the Chairman, the President, any Vice Chairman, any Vice President and the Treasurer be, and each of them hereby is, authorized in the name and on behalf of the Company to execute and deliver, in such number of counterparts as the officer so acting deems advisable, a Pricing Agreement relating to the Notes in substantially the form presented to this meeting, completed in accordance with the foregoing resolutions and with such changes therein, additions thereto and deletions therefrom as the officer executing the same shall approve, the approval of such officer to be conclusively evidenced by his execution and delivery thereof (such Pricing Agreement, as executed and delivered, being herein referred to as the "Pricing Agreement"); and be it - 7 - 9. Miscellaneous. FURTHER RESOLVED, that each of the officers of the Company be, and each of them acting alone hereby is, authorized to take, or cause to be taken, any and all action which such officer may deem necessary or desirable to carry out the purposes and intent of the foregoing resolutions and to perform, or cause to be performed, the obligations of the Company under the Notes, the Indenture and the Pricing Agreement. - 8 - EX-4 3 NOTE REGISTERED REGISTERED AMERICAN GENERAL CORPORATION 7.70% NOTE DUE 1999 AMERICAN GENERAL CORPORATION, a corporation duly organized and existing under the laws of the State of Texas (herein called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CUSIP 026351 AP 1 See reverse for certain definitions 7.70% 7.70% DUE 1999 DUE 1999 , or registered assigns, the principal sum of Dollars on October 15, 1999, and to pay interest thereon from October 20, 1994 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on April 15 and October 15 in each year, commencing April 15, 1995 at the rate of 7.70% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such Interest, which shall be the April 1 or October 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under it's Corporate Seal Dated: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE BANK OF NEW YORK As Trustee By Authorized Signatory Attest: Secretary AMERICAN GENERAL CORPORATION By Vice President and Treasurer AMERICAN GENERAL CORPORATION 7.70% NOTE DUE 1999 This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of April 15, 1986, as supplemented by a First Supplemental Indenture, dated as of August 31, 1987 (collectively, herein called the "Indenture"), between the Company and The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof as the 7.70% Notes Due 1999, limited in aggregate principal amount to $100,000,000. The Securities of this series are not redeemable prior to maturity. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness on this Security and (b) certain restrictive covenants and certain Events of Default upon compliance by the Company with certain conditions set forth therein. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than 66 2/3% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As set forth in, and subject to, the provisions of the indenture, no Holder of any Security of this series shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless certain conditions set forth in the Indenture have been satisfied. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the right of the Holder of this Security, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations, of a like tenor and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for other Securities of this series, of a like tenor and aggregate principal amount but of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of the within Security, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT TO MIN ACT - (Cust) Custodian (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (NAME AND ADDRESS OF ASSIGNEE, INCLUDING ZIP CODE, MUST BE PRINTED OR TYPEWRITTEN) the within Security, and all rights thereunder, hereby irrevocably constituting and appointing Attorney to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Security in every particular, without alteration or enlargement or any change whatever. EX-5 4 V&E OPINION (713) 758-2750 October 17, 1994 American General Corporation 2929 Allen Parkway Houston, Texas 77019 Gentlemen: We have acted as counsel for American General Corporation, a Texas corporation (the "Company"), in connection with the proposed issuance and sale by the Company of $100,000,000 principal amount of 7.70% Notes Due 1999 (the "Notes") to be issued under an Indenture dated as of April 15, 1986, as supplemented by a First Supplemental Indenture dated as of August 31, 1987 (as so supplemented, the "Indenture"), between you and The Bank of New York, as trustee (the "Trustee"), pursuant to registration statements on Form S-3 (File Nos. 33-19075 and 33-30693) (the "Registration Statements"), filed by the Company with the Securities and Exchange Commission on August 24, 1989, with respect to $350,000,000 in aggregate principal amount of the Company's debt securities. For the purposes of this opinion, we have examined such certificates, instruments and documents and reviewed such questions of law as we considered necessary or appropriate for the purposes of this opinion. Based on the foregoing examination and review, we hereby advise you that, in our opinion, the Notes, when duly executed on your behalf and authenticated by the Trustee and issued and delivered pursuant to the Indenture, against payment of the authorized consideration to be received by you therefor, will be duly authorized and validly issued and will constitute valid and binding obligations of the Company entitling the holders of the Notes to the benefits of the Indenture (subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws and judicial decisions relating to or affecting creditors' rights generally from time to time in effect and to general equity principles). We hereby consent to the incorporation by reference of this opinion as an exhibit to the Registration Statements and to the references to us under the "Legal Opinions" caption in the related Prospectus dated August 30, 1989 and Prospectus Supplement dated October 13, 1994. In giving this consent, we do not hereby admit that we are within the category of persons whose consent American General Corporation October 17, 1994 Page 2 is required under Section 7 of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, VINSON & ELKINS L.L.P. -----END PRIVACY-ENHANCED MESSAGE-----