-----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, tLZ6xvpnyxU5L+mQ3PnJEHsMuH1sbKvjmtoTmsf69mgRFUaK+kQy+WcBkBSqtb+l 6gTZW4DLiyw6oudlS7VQ0A== 0000005103-95-000066.txt : 199506290000005103-95-000066.hdr.sgml : 19950629 ACCESSION NUMBER: 0000005103-95-000066 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950628 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN GENERAL CORP /TX/ CENTRAL INDEX KEY: 0000005103 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 740483432 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07981 FILM NUMBER: 95550344 BUSINESS ADDRESS: STREET 1: 2929 ALLEN PKWY CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 7135221111 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________________ FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 _____________________ X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 1994 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 AGENTS' AND MANAGERS' THRIFT 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 AGENTS' AND MANAGERS' THRIFT PLAN DECEMBER 31, 1994 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 Assets Held for Investment ............................................ 8 Reportable Transactions ............................................... 9 Signature Page ........................................................... 10 Appendix: Consent of Independent Auditors ............................... 12 Report of Independent Auditors Administrative Board American General Agents' and Managers' Thrift Plan We have audited the accompanying statements of net assets available for benefits of the American General Agents' and Managers' Thrift Plan (the Plan) as of December 31, 1994 and 1993, 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, 1994 and 1993, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. As discussed in Note A to the financial statements, in 1994 the Plan changed its method of reporting benefit and forfeiture expense to reflect these amounts at market value rather than cost. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment as of December 31, 1994 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 supplemental schedules have been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. ERNST & YOUNG LLP Houston, Texas May 19, 1995 - 1 - AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, In thousands, except share amounts 1994 1993 Assets Investments American General Corporation common stock (1,784,370 shares in 1994 and 1,633,968 shares in 1993) ............................... $50,408 $46,772 Short-term investments .......................... 308 379 Total investments ............................. 50,716 47,151 Receivables ....................................... 5 2 Total assets .................................. 50,721 47,153 Liabilities Payables Purchase of securities .......................... 50 97 Participating company from forfeitures .......... 34 16 Other ........................................... 5 2 Total liabilities ............................. 89 115 Net assets available for benefits ................... $50,632 $47,038 The accompanying notes are an integral part of these financial statements. - 2 - AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, In thousands, except share amounts 1994 1993 Additions to net assets Investment income Dividends ...................................... $ 1,970 $ 1,709 Interest ....................................... 10 10 Net depreciation in fair value of common stock . (586) (341) Total investment income ...................... 1,394 1,378 Contributions Company's ...................................... 1,100 1,169 Participants' .................................. 5,346 5,410 Forfeitures .................................... - 141 Total contributions .......................... 6,446 6,720 Total additions ............................ 7,840 8,098 Deductions from net assets Benefits American General Corporation common stock (143,763 shares in 1994 and 115,751 shares in 1993) ..................................... 3,985 3,517 Cash ........................................... 30 22 Forfeitures ...................................... 231 200 Other ............................................ - (2) Total deductions ........................... 4,246 3,737 Net increase ............................... 3,594 4,361 Net assets available for benefits Beginning of year ................................ 47,038 42,677 End of year ...................................... $50,632 $47,038 The accompanying notes are an integral part of these financial statements. - 3 - AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN NOTES TO FINANCIAL STATEMENTS NOTE A--SIGNIFICANT ACCOUNTING POLICIES The American General Agents' and Managers' Thrift Plan (the Plan) financial statements are prepared in conformity with generally accepted accounting principles. Investments in American General Corporation (American General) common stock are reported at fair value based on published market prices. Short-term investments are reported at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. The cost of securities sold on the open market is determined using the average cost method. Dividends are recorded as income on ex-dividend dates, and interest income is recorded using the accrual method of accounting. Contributions are recorded as income on the date that they become payable to the Plan. Beginning in 1994, benefits paid to participants and related forfeitures are recorded upon distribution at the market value of the assets distributed or forfeited. Prior to this, benefits paid and related forfeitures were recorded at cost. This change was made to conform the Plan's accounting procedures with the predominant industry practice of recording benefits paid and related forfeitures at market value. The 1993 amounts have been restated to reflect this change in accounting principle which had no effect on net assets available for benefits. Certain prior year amounts have been reclassified to conform with the current year presentation. NOTE B--DESCRIPTION OF THE PLAN The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. General The Plan, sponsored by American General, is a defined contribution plan currently offered to eligible agents and managers (sales employees) of American General Life and Accident Insurance Company (the Company), a wholly- owned subsidiary of American General, who have completed one year of service. 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 Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The cost of administering the Plan is paid by American General and the Company. - 4 - AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE B--DESCRIPTION OF THE PLAN--Continued Investments The Plan's investments are held in a bank-administered trust fund. The Plan's funds are invested in shares of American General common stock. Funds which have not yet been used to purchase American General common stock are temporarily invested in short-term investments. Income from these short-term investments is allocated to Plan participants based on current contributions. Contributions Agents and managers who elect to participate contribute, on a pretax basis, a basic amount equal to three percent of base pay. Effective January 1, 1994, participants may also make additional pretax contributions in an amount ranging from one to nine percent of base pay, subject to the contribution limitations discussed below. Prior to 1994, participants could make additional pretax contributions in an amount ranging from one to four percent of base pay. The Company contributes an amount equal to one-third of the basic contribution. Participants may change their contribution percentage twice each year effective on the first day of the first pay period of each month. Contribution Limitations For 1994 and 1995, the total amount of participant pretax contributions is limited to $9,240. Additionally, the total amount of annual participant and company contributions (including forfeitures) must not exceed the lesser of 25 percent of compensation or $30,000. During 1994 and 1995, the total amount of base pay that can be used in determining contributions under the Plan is $150,000. ERISA and the IRC provide that plans, such as the American General Agents' and Managers' Thrift Plan, cannot discriminate in favor of highly compensated individuals. Certain highly compensated individuals will be required to receive refunds of any contributions in excess of the IRC Sections 401(k) and (m) limits and all earnings attributable to such contributions. Highly compensated individuals are not allowed to make additional contributions if such contributions will adversely affect the Plan's nondiscrimination test under Sections 401(k) and (m). In 1993 and 1994, no refunds of contributions were necessary to comply with these laws. Participant Accounts Each participant's account is credited with the participant's and Company's contributions and an allocation of Plan earnings. Allocations of Plan earn- ings are based on participants' account balances. In 1993, participants employed on the last day of the Plan year also received an allocation of the remaining balance of forfeitures of participants who terminated prior to December 1, 1988, according to a formula set forth in the Plan. - 5 - AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE B--DESCRIPTION OF THE PLAN--Continued 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. Participants become 100 percent vested in the remainder of their account after five years of service (as defined in the Plan). Payment of Benefits Upon termination of service, and if consented to by the participant (required only if the total value, both vested and nonvested, of the account exceeds $3,500 and the participant is under age 65), a participant will receive a distribution equal to the vested value of his or her account. A minimum distribution must be made after a participant reaches age 70-1/2, regardless of whether service has been terminated. Forfeitures Participants terminating employment on or after December 1, 1988 forfeit their nonvested interest in Company contributions on the earlier of (1) the distribution of the entire nonforfeitable portion of their account or (2) upon incurring a period of severance equal to five consecutive one-year breaks in service. Forfeitures occurring after 1993 are available to reduce future Company contributions. Participants terminating prior to December 1, 1988 forfeited their nonvested interest in company contributions upon incurring a period of severance equal to five consecutive one-year breaks in service. Amounts forfeited before December 1993 were allocated to the accounts of current participants through 1993. 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, 1994, 2,760 participants were actively contributing to the Plan. NOTE C--PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its 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. - 6 - AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE D--RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 Benefits processed and approved for payment, but not paid as of December 31, are recorded on Form 5500 but not in the financial statements. The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500: In thousands December 31, 1994 1993 Net assets available for benefits per the financial statements ........................... $50,632 $47,038 Benefits payable to withdrawing participants ..... (190) (98) Net assets available for benefits per Form 5500 ...................................... $50,442 $46,940 The following is a reconciliation of benefits paid to participants per the financial statements to Form 5500: In thousands Year Ended December 31, 1994 Benefits paid to participants per the financial statements American General Corporation common stock .... $3,985 Cash ......................................... 30 Total benefits paid to participants per the financial statements ..................... 4,015 Benefits payable to withdrawing participants at December 31, 1994 ........................... 190 Benefits payable to withdrawing participants at December 31, 1993 ........................... (98) Benefits paid to participants per Form 5500 .. $4,107 NOTE E--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 has requested a favorable determination that the Plan, as subsequently restated and amended, continues to be qualified. Management believes a favorable determination letter will be received. - 7 - AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1994 In thousands, except share amounts Fair Issuer Description Cost Value American General 1,784,370 shares of common $36,476 $50,408 Corporation stock State Street Bank Short-term investments in 308 308 & Trust Company money market fund $36,784 $50,716 - 8 - AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN REPORTABLE TRANSACTIONS (A) FOR THE YEAR ENDED DECEMBER 31, 1994 In thousands, except share amounts Amount of Party Involved Description Transaction State Street Bank Purchases of short-term investments $7,229 & Trust Company in 67 transactions State Street Bank Sale or maturity of short-term 7,299 & Trust Company investments in 67 transactions (B) 199,998 shares of American General 5,604 Corporation common stock purchased in 48 transactions (B) 94,167 shares of American General 2,603 Corporation common stock repurchased from various individuals who withdrew from or terminated participation in the Plan in 61 transactions (B) 49,596 shares of American General 1,382 Corporation common stock distributed to various individuals who withdrew from or terminated participation in the Plan in 35 transactions at a gain of $389 (A) Reportable transactions are transactions or series of transactions in excess of five percent of the current value of Plan assets at the beginning of the year and are defined in Section 2520.103-6 of the Department of Labor's Rules and Regulations. (B) Parties involved are not presented, as permitted by Section 2520.103-6 (d)(1)(i) of the Department of Labor's Rules and Regulations. - 9 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the American General Agents' and Managers' Thrift Plan Administrative Board has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN June 28, 1995 AUSTIN P. YOUNG Austin P. Young, Member of the Administrative Board - 10 - Appendix - 11 - Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-39201) pertaining to the American General Agents' and Managers' Thrift Plan of our report dated May 19, 1995, with respect to the financial statements and schedules of the American General Agents' and Managers' Thrift Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1994. ERNST & YOUNG LLP June 26, 1995 - 12 - -----END PRIVACY-ENHANCED MESSAGE-----