-----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, ZkVnTCKavjgShP9lSksXkCgxGGlrBZoUlG+pzkmGEF5XSer+mByweNKdVqaefO2n 3ttZpa7YT24ZZNtMyGFSJQ== 0000005103-95-000070.txt : 199507140000005103-95-000070.hdr.sgml : 19950714 ACCESSION NUMBER: 0000005103-95-000070 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950711 ITEM INFORMATION: Other events FILED AS OF DATE: 19950713 SROS: NYSE 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07981 FILM NUMBER: 95553720 BUSINESS ADDRESS: STREET 1: 2929 ALLEN PKWY CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 7135221111 8-K 1 AGC 8-K 7 1/2% NOTES DUE 2025 ______________________________________________________________________________ ______________________________________________________________________________ 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): July 14, 1995 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 July 11, 1995, a duly authorized Committee (the "Terms Committee") of the Board of Directors of American General Corporation (the "Company") authorized the issuance in an underwritten public offering of $150,000,000 aggregate principal amount of the Company's 7 1/2% Notes Due 2025 issued pursuant to the Senior Indenture dated as of May 15, 1995 between the Company and Chemical Bank, as Trustee (the "Notes") under the Company's previously filed Registration Statement on Form S-3 (Registration No. 33-58317, 33-58317- 01 and 33-58317-02) (the "Registration Statement") and the related Prospectus dated May 23, 1995 and Prospectus Supplement dated July 11, 1995. 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 July 11, 1995 establishing the terms of the Notes, certified by an Assistant Secretary of the Company. 4(b) Form of 7 1/2% Note Due 2025. 5 Opinion of Vinson & Elkins L.L.P., 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: July 13, 1995 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 July 11, 1995 establishing the terms of the Notes, certified by an Assistant Secretary of the Company. 4(b) Form of 7 1/2% Note Due 2025. 5 Opinion of Vinson & Elkins L.L.P., 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 July 11, 1995, 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: July 13, 1995 /S/ OTTO B GERLACH III Otto B Gerlach III Assistant Secretary American General Corporation Date: July 11, 1995 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 $150,000,000 aggregate principal amount of 7 1/2% Notes Due 2025 RESOLUTIONS REGARDING SHELF TAKEDOWN WHEREAS, at a meeting on March 16, 1995, the Board of Directors of American General Corporation (the "Company") authorized the creation, issuance and sale of up to $1,250,000,000 aggregate public offering price of securities (the "Shelf Securities"); and WHEREAS, the Company, American General Delaware, L.L.C. and American General Capital, L.L.C. filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-3 (Registration No. 33-58317, 33-58317-01 and 33-58317-02), as amended by Amendment No. 1 on April 24, 1995, Amendment No. 2 on May 1, 1995, Amendment No. 3 on May 10, 1995, Amendment No. 4 on May 17, 1995, Amendment No. 5 on May 22, 1995 and Amendment No. 6 on May 23, 1995 (such Registration Statement, together with all amendments thereto, being referred to herein as the "Registration Statement"), which Registration Statement as so amended was declared effective by the Commission on May 23, 1995; 1. Prospectus Supplement. NOW, THEREFORE, BE IT RESOLVED, that the Chairman, the Vice Chairman, the President 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 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 Senior Indenture referred to below) of the Company be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Company, to sign as required and cause to be filed with the 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 and such 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 $150,000,000 aggregate principal amount of its 7 1/2% Notes Due 2025 (the "Notes"), to be issued as Registered Securities pursuant to 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. FURTHER RESOLVED, that the Notes shall mature and the unpaid principal thereon shall be payable on July 15, 2025; and be it FURTHER RESOLVED, that the rate per annum at which interest shall be payable on the Notes is hereby fixed at 7 1/2%, that interest on the Notes shall accrue beginning July 14, 1995, that interest shall be payable semi- annually on the Notes on January 15 and July 15 each year beginning January 15, 1996, and that the Regular Record Date for the payment of such interest shall be the January 1 or July 1 immediately preceding each such January 15 or July 15, as the case may be, and otherwise as provided in the Indenture; 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 J.P. Morgan Securities Inc., Citicorp Securities, Inc. and NationsBanc Capital Markets, Inc., the Underwriters of the Notes (the "Underwriters"), pursuant to the Pricing Agreement relating thereto hereinafter referred to, including the Underwriting Agreement attached thereto, shall be 98.935% of the principal amount of the Notes, plus accrued interest, if any, from July 14, 1995; and be it FURTHER RESOLVED, that the initial price to the public of the Notes shall be 99.81% of the principal amount of the Notes, plus accrued interest, if any, from July 14, 1995; and be it FURTHER RESOLVED, that pursuant to Section 203 of the Indenture, the Notes are to be issuable in permanent global form without coupons, that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges and that the U.S. Depository with respect to the Notes shall initially be The Depository Trust Company; and be it FURTHER RESOLVED, that Section 1009 of the Indenture, relating to defeasance of certain obligations, shall be applicable to the Notes; and be it FURTHER RESOLVED, that the form, terms and provisions relating to the Notes to be established 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, completed in accordance with the foregoing resolutions and with such changes therein, additions thereto and deletions therefrom as the officers executing the same shall approve, the approval of such officers to be conclusively evidenced by their execution and delivery thereof, be, and they hereby are, approved; and be it 4. Officers' Certificate and Company Order. FURTHER RESOLVED, that the Chairman, the Vice 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 and empowered, 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 forms 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 5. Paying Agent and Registrar. FURTHER RESOLVED, that Chemical Bank 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 FURTHER RESOLVED, that Chemical Bank shall also serve as Security Registrar for the Notes and, in accordance with Section 1002 of the Indenture, notices or demands to or upon the Company in respect of the Notes may be presented at the Corporate Trust Office referred to in the Indenture; and be it 6. Execution of Notes. FURTHER RESOLVED, that the Chairman, the Vice Chairman, the President or any Vice President of the Company be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Company, to execute and deliver under the corporate seal attested to by the Treasurer or Secretary of the Company or one of its Assistant Treasurers or Assistant Secretaries the Notes as authorized above in substantially such form, completed in accordance with the foregoing resolutions and with such changes therein, additions thereto and deletions therefrom as the officers executing the same shall approve, the approval of such officers to be conclusively evidenced by their execution and delivery thereof; and be it 7. 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 the Underwriters, copies of which Pricing Agreement were submitted to this meeting, be, and they hereby are, approved, and the Chairman, the Vice Chairman, the President, any Vice President, the Treasurer or any Assistant Treasurer be, and each of them hereby is, authorized and empowered, 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 8. Letter of Representations. FURTHER RESOLVED, that the form, terms and provisions of the Letter of Representations relating to certain matters arising in connection with the issuance of the Notes, among the Company, the Trustee and The Depository Trust Company, copies of which Letter of Representations were submitted to this meeting, be, and they hereby are, approved, and the Chairman, the Vice Chairman, the President, any Vice President, the Treasurer or any Assistant Treasurer be, and each of them hereby is, authorized and empowered, 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, the Letter of Representations in substantially the form presented to this meeting, with such changes therein, additions thereto and deletions therefrom as the officer executing the same shall approve, such approval to be conclusively evidenced by his execution and delivery thereof; and be it 9. Miscellaneous. FURTHER RESOLVED, that each of the officers of the Company be, and each of them acting alone hereby is, authorized and empowered, in the name and on behalf of the Company, to make, execute and deliver, or cause to be made, executed and delivered, all such agreements, indentures, undertakings, documents, instruments or certificates and otherwise 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, the Pricing Agreement and the Letter of Representations; and be it FURTHER RESOLVED, that any and all action heretofore taken by any officer or officers of the Company within the terms or in furtherance of these resolutions or this transaction is hereby approved, ratified and confirmed. EX-4 3 GLOBAL SECURITY EXHIBIT 4(b) UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK (THE "DEPOSITORY"), TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND UNLESS ANY CERTIFICATE ISSUED UPON SUCH TRANSFER OR EXCHANGE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. REGISTERED PRINCIPAL AMOUNT No. 001 $150,000,000 CUSIP: 026351 AU 0 GLOBAL SECURITY AMERICAN GENERAL CORPORATION 7 1/2% NOTE DUE 2025 AMERICAN GENERAL CORPORATION, a corporation duly organized and existing under the laws of the State of Texas (the "Company", which term includes any successor corporation under the Indenture referred to herein), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ONE HUNDRED FIFTY MILLION DOLLARS on July 15, 2025 (the "Maturity Date") and to pay interest thereon from July 14, 1995, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, semiannually in arrears on January 15 and July 15 (each an "Interest Payment Date") in each year commencing on January 15, 1996, and on the Maturity Date, at the rate of 7 1/2% per annum, until the principal hereof is paid or duly provided for. Interest payments on this Note will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any date for the payment of principal, premium, if any, or interest on this Note (each a "Payment Date") falls on a day which is not a Business Day (as defined below), the principal, -1- premium, if any, or interest payable with respect to such Payment Date will be paid on the next succeeding Business Day with the same force and effect as if made on such Payment Date, and no interest shall accrue on the amount so payable for the period from and after such Payment Date to such next succeeding Business Day. "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered in the Security Register at the close of business on the Regular Record Date for such interest payment, which shall be the January 1 or July 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 shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered in the Security Register at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than ten (10) days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Payment of the principal, premium, if any, and interest on this Note will be made in immediately available funds at the office or agency of the Company maintained for such purpose in The City of 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 due on an Interest Payment Date may be made by check in immediately available funds mailed to the address of the Person entitled thereto as such address shall appear on the Security Register, or, if such Person shall have made arrangements therefor in writing (or such other means as deemed acceptable by the Paying Agent) with the Paying Agent not later than the Regular Record Date immediately preceding the applicable Interest Payment Date, then by wire transfer of immediately available funds to an account maintained by such Person at a bank located in the United States. Reference is hereby made to the further provisions of this Note set forth after the Trustee's Certificate of Authentication, 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 Chemical Bank, the Trustee under the Indenture, or its successor thereunder, by the manual signature of one of its authorized officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. -2- IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or in facsimile, and its corporate seal or a facsimile thereof to be imprinted hereon. AMERICAN GENERAL CORPORATION [Seal] By: ________________________________ Austin P. Young Senior Vice President & Chief Financial Officer By: ________________________________ James L. Gleaves Vice President & Treasurer Date: July 14, 1995 TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Securities of the series designated herein referred to in the within- mentioned Indenture. CHEMICAL BANK, as Trustee By: ________________________________ Authorized Officer -3- AMERICAN GENERAL CORPORATION 7 1/2% NOTE DUE 2025 This 7 1/2% Note Due 2025 (collectively, the "Notes") is one of a duly authorized issue of senior debt securities (hereinafter called the "Securities") of the Company, issued and to be issued in one or more series under a Senior Indenture dated as of May 15, 1995 (herein called the "Indenture") between the Company and Chemical Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto and the Board Resolutions setting forth the terms of this series of Securities 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, and the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes are not subject to redemption, as a whole or in part, at the option of the Company or repayment at the option of the Holder prior to the Maturity Date. The Notes do not have the benefit of any sinking fund obligations. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect and subject to the conditions provided in the Indenture. Subject to certain exceptions, the Indenture permits the Company and the Trustee to enter into one or more supplemental indentures, with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series to be affected by such supplemental indentures, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of Securities of such series. The Indenture also permits the Holders of a majority in principal amount of the Outstanding Securities of any series, on behalf of the Holders of all the 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 Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note 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 Note. Additionally, the Indenture permits the Company and the Trustee to enter into one or more supplemental indentures for certain specified purposes without the consent of any of the Holders of the Notes. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed. -4- As provided in the Indenture, and subject to certain limitations set forth in the Indenture or in the legend appearing on the face of this Note, the transfer of this Note may be registered on the Security Register of the Company upon surrender of this Note for registration of transfer at the office or agency of the Company maintained for such purpose, 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 by his attorney duly authorized in writing, and thereupon one or more new Notes having the same terms as this Note, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes 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 or herein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations, having the same terms as this Note. No service charge will 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 Note 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 Note is registered in the Security Register as the owner hereof for all purposes, whether or not any payment with respect to this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No Holder of any Securities issued under the Indenture may enforce any remedy or institute any proceeding under the Indenture except to the extent and on the conditions specified in the Indenture. The Indenture permits the defeasance at any time of (i) the entire indebtedness represented by the Notes or (ii) certain restrictive covenants with respect to the Notes, in each case in compliance with certain conditions set forth therein. No recourse under this Note, the Indenture, or any indenture supplemental thereto, nor any claim based on, in respect of or by reason of any such obligation or their creation, shall be had against any incorporator, or against any past, present or future director, officer, employee or stockholder, as such, of the Company, all such liability being expressly waived and released by the acceptance of this Note by the Holder hereof and as part of the consideration for the issuance of this Note. This Note and the Indenture, including the validity thereof, shall be governed by and construed in accordance with the laws of the State of New York. All capitalized terms used in this Note but not defined in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture; and all references in the Indenture to "Security" or "Securities" shall be deemed to include the Notes. -5- ABBREVIATIONS The following abbreviations, when used in the inscription on the first page of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations. UNIF GIFT MIN ACT -- ______________________________________________ (Cust) Custodian ______________________________________________ (Minor) Under Uniform Gifts to Minors Act ______________________________________________ (State) 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 Additional abbreviations may also be used though not in the above list. _________________________________________________ -6- ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ______________________________________________________________________________ Please print or typewrite name and address including postal zip code and telephone number of assignee ______________________________________________________________________________ the within Note and all rights thereunder, hereby irrevocably constituting and appointing ________________________________________________________attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: ________________________ _________________________________ NOTICE: The signature on this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever. -7- EX-5 4 VINSON & ELKINS OPINION EXHIBIT 5 (713) 758-2750 (713) 615-5637 July 13, 1995 American General Corporation 2929 Allen Parkway Houston, Texas 77019 Ladies and 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 $150,000,000 principal amount of its 7 1/2% Notes Due 2025 (the "Notes") to be issued under a Senior Indenture, dated as of May 15, 1995 (the "Indenture"), between the Company and Chemical Bank, as trustee (the "Trustee"), pursuant to registration statements on Form S-3 (File Nos. 33-58317, 33-58317-01, and 33-58317-02) (collectively, the "Registration Statement"), filed by the Company with the Securities and Exchange Commission on March 30, 1995 with respect to the Company's debt securities, preferred stock, common stock, and warrants to purchase debt securities, preferred stock or common stock. For the purposes of this opinion, we have examined such certificates, corporate records, documents and instruments and reviewed such questions of law as we considered necessary or appropriate for the purposes of this opinion. In the course of the foregoing investigation, we assumed (i) the genuineness of all signatures on, and the authenticity of, all documents and instruments submitted to us as originals and the conformity to original documents of all documents submitted to us as copies, (ii) the due authorization, execution and delivery by the parties thereto, other than the Company, of all such documents and instruments examined by us, and (iii) that, to the extent that any such documents and instruments purport to constitute agreements of such other parties, they constitute valid and binding obligations of such other parties. Based on the foregoing examination and review, we hereby advise you that, in our opinion, the Notes have been duly authorized by the Company and, when duly executed by the Company in the manner prescribed by the Indenture 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 have been validly issued and will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture (subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium and similar laws and judicial decisions relating to or American General Corporation Page 2 July 13, 1995 affecting creditors' rights generally from time to time in effect and to general equity principles, whether in a proceedings at law or in equity). We hereby consent to the incorporation by reference of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption "Legal Opinions" in the related Prospectus, dated May 23, 1995, as supplemented by the Prospectus Supplement, dated July 11, 1995, relating to the Notes. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Vinson & Elkins L.L.P. VINSON & ELKINS L.L.P. -----END PRIVACY-ENHANCED MESSAGE-----