-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NiC/hpzQxHQWJkpul2plD4oV67QyBAv4/4gxGX4TsQW4pfSOyLSab/HeRhoFenj0 65ccWOlS6cv0FzFAtzlUUw== 0000005103-96-000029.txt : 19960621 0000005103-96-000029.hdr.sgml : 19960621 ACCESSION NUMBER: 0000005103-96-000029 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960620 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: 96583423 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, 1995 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: THE VARIABLE ANNUITY LIFE INSURANCE COMPANY 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 THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN AUDITED FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1995 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 ............. 4 Notes to Financial Statements .......................................... 6 Supplemental Schedules Assets Held for Investment ............................................. 11 Reportable Transactions ................................................ 12 Signature Page ............................................................ 13 Appendix: Consent of Independent Auditors ................................ 15 Report of Independent Auditors Administrative Board The Variable Annuity Life Insurance Company Agents' and Managers' Thrift Plan We have audited the accompanying statements of net assets available for benefits of the Variable Annuity Life Insurance Company Agents' and Managers' Thrift Plan as of December 31, 1995 and 1994 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, 1995 and 1994, and the changes in its 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, 1995 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 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 fund information 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 June 3, 1996 -1- THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1995
Non- Participant Participant Directed Directed Stock Cash Mutual Mutual Stock Fund Fund Fund A Fund B Fund Total Assets Investments at fair value American General Corporation common stock (1,669,657 shares) .............. $23,346,735 $ - $ - $ - $34,882,557 $58,229,292 The Variable Annuity Life Insurance Company group deposit administration contract .............................. - 1,280,035 - - - 1,280,035 American General Series Portfolio Company - Stock Index Fund (224,467 shares) ....... - - 4,271,610 - - 4,271,610 American General Series Portfolio Company - Timed Opportunity Fund (16,701 shares) .. - - - 202,254 - 202,254 Short-term investments .................... 138,126 9,470 47,906 6,123 - 201,625 Total investments ....................... 23,484,861 1,289,505 4,319,516 208,377 34,882,557 64,184,816 Receivables Contributions ........................... 106 24 28 - 119 277 Interest ................................ 519 20,428 56 11 - 21,014 Total receivables ..................... 625 20,452 84 11 119 21,291 Total assets .......................... 23,485,486 1,309,957 4,319,600 208,388 34,882,676 64,206,107 Liabilities Payables Excess contribution refunds ............. 249,225 19,111 137,692 6,543 768,943 1,181,514 Forfeitures ............................. - - - - 135,476 135,476 Total liabilities ..................... 249,225 19,111 137,692 6,543 904,419 1,316,990 -2- Net assets available for benefits ........... $23,236,261 $1,290,846 $4,181,908 $201,845 $33,978,257 $62,889,117
The accompanying notes are an integral part of these financial statements. -3- THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1994
Non- Participant Participant Directed Directed Stock Cash Mutual Mutual Stock Fund Fund Fund A Fund B Fund Total Assets Investments at fair value American General Corporation common stock (1,585,993 shares) .............. $18,018,941 $ - $ - $ - $26,785,353 $44,804,294 The Variable Annuity Life Insurance Company group deposit administration contract .............................. - 372,717 - - - 372,717 American General Series Portfolio Company - Stock Index Fund (166,236 shares) ....... - - 2,403,774 - - 2,403,774 American General Series Portfolio Company - Timed Opportunity Fund (12,195 shares) .. - - - 125,491 - 125,491 Short-term investments .................... 93,598 900 10,005 1,755 - 106,258 Total investments ....................... 18,112,539 373,617 2,413,779 127,246 26,785,353 47,812,534 Receivables Contributions ........................... 97 - 65 23 133 318 Interest ................................ 361 7,218 51 4 - 7,634 Total receivables ..................... 458 7,218 116 27 133 7,952 Total assets .......................... 18,112,997 380,835 2,413,895 127,273 26,785,486 47,820,486 Liabilities Payables Purchase of securities .................. 70,588 - - - - 70,588 Excess contribution refunds ............. 107,365 6,460 52,025 4,913 490,645 661,408 Forfeitures ............................. - - - - 82,207 82,207 Total liabilities ..................... 177,953 6,460 52,025 4,913 572,852 814,203 Net assets available for benefits ........... $17,935,044 $374,375 $2,361,870 $122,360 $26,212,634 $47,006,283 -4-
The accompanying notes are an integral part of these financial statements. -5- THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1995
Non- Participant Participant Directed Directed Stock Cash Mutual Mutual Stock Fund Fund Fund A Fund B Fund Total Additions to net assets Investment income Dividends ............................... $ 802,202 $ - $ 161,949 $ 10,533 $ 1,211,824 $ 2,186,508 Interest ................................ 3,830 61,958 834 88 3,973 70,683 Net appreciation in fair value of investments ........................... 4,317,343 - 886,738 27,131 6,388,891 11,620,103 Total investment income ............. 5,123,375 61,958 1,049,521 37,752 7,604,688 13,877,294 Contributions Company's ............................... - - - - 1,473,741 1,473,741 Participants' ........................... 1,837,887 155,742 832,483 66,922 - 2,893,034 Total contributions ................. 1,837,887 155,742 832,483 66,922 1,473,741 4,366,775 Total additions ..................... 6,961,262 217,700 1,882,004 104,674 9,078,429 18,244,069 Deductions from net assets Benefits American General Corporation common stock (80,276 shares) ................. 938,836 - - - 1,217,913 2,156,749 Cash .................................... 8,220 28,022 69,756 3,595 6,535 116,128 Forfeitures ............................... - - - - 88,358 88,358 Total deductions .................... 947,056 28,022 69,756 3,595 1,312,806 2,361,235 Interfund transfers ......................... (712,989) 726,793 7,790 (21,594) - - Net increase .......................... 5,301,217 916,471 1,820,038 79,485 7,765,623 15,882,834 Net assets available for benefits Beginning of year ......................... 17,935,044 374,375 2,361,870 122,360 26,212,634 47,006,283 -6- End of year ............................... $23,236,261 $1,290,846 $4,181,908 $201,845 $33,978,257 $62,889,117
The accompanying notes are an integral part of these financial statements. -7- THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1994
Non- Participant Participant Directed Directed Stock Cash Mutual Mutual Stock Fund Fund Fund A Fund B Fund Total Additions to net assets Investment income Dividends ............................... $ 703,763 $ - $ 56,077 $ 8,309 $ 1,058,561 $ 1,826,710 Interest ................................ 2,326 20,202 314 46 1,956 24,844 Net depreciation in fair value of investments ........................... (190,119) - (38,760) (9,313) (317,557) (555,749) Total investment income ............. 515,970 20,202 17,631 (958) 742,960 1,295,805 Contributions Company's ............................... - - - - 1,523,267 1,523,267 Participants' ........................... 1,728,303 102,558 842,753 77,301 - 2,750,915 Total contributions ................... 1,728,303 102,558 842,753 77,301 1,523,267 4,274,182 Total additions ....................... 2,244,273 122,760 860,384 76,343 2,266,227 5,569,987 Deductions from net assets Benefits American General Corporation common stock (68,023 shares) ................. 983,553 - - - 913,218 1,896,771 Cash .................................... 1,765 67,371 50,651 7,749 1,383 128,919 Forfeitures ............................... - - - - 544,562 544,562 Total deductions ...................... 985,318 67,371 50,651 7,749 1,459,163 2,570,252 Interfund transfers ......................... (20,292) 85,503 (43,762) (21,449) - - Net increase .......................... 1,238,663 140,892 765,971 47,145 807,064 2,999,735 Net assets available for benefits Beginning of year ......................... 16,696,381 233,483 1,595,899 75,215 25,405,570 44,006,548 -8- End of year ............................... $17,935,044 $374,375 $2,361,870 $122,260 $26,212,634 $47,006,283
The accompanying notes are an integral part of these financial statements. -9- THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1--SIGNIFICANT ACCOUNTING POLICIES The Variable Annuity Life Insurance Co. Agents' and Managers' Thrift Plan (the Plan) financial statements are prepared in conformity with generally accepted accounting principles. The preparation of financial statements, in accordance with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Ultimate results could differ from those estimates. 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 The Variable Annuity Life Insurance Co. (VALIC, also referred to as the Company) group deposit administration 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) Stock Index and Timed Opportunity Funds at net asset value; and 3) short-term investments at cost which approximates fair value. The contract value of the group deposit administration contract approximates fair value because the interest crediting rate is reset annually. AGSPC is an open-end management investment company (mutual fund) whose investment adviser is VALIC. Dividends are recorded as income on ex-dividend dates and interest income is recorded using the accrual method of accounting. Participants' accounts are credited monthly with the number of shares of American General common stock or the number of shares in the AGSPC Stock Index or Timed Opportunity Funds purchased and the cost thereof. Purchases under the VALIC group deposit administration contract are also credited to the participants' accounts at cost. Contributions are recorded as income on the date 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 market value of the assets distributed or forfeited. Benefits payable to participants are not accrued as liabilities in the financial statements. NOTE 2--DESCRIPTION OF THE PLAN The following description of the Plan provides only general information. The Plan document provides more complete descriptions of the Plan's provisions. -10- THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE 2--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 agents and managers of VALIC who have completed at least one year of service and have reached age twenty-one. 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 VALIC. Investment Options 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 group deposit administration contract issued by VALIC (Cash Fund); 3) the AGSPC Stock Index Fund (Mutual Fund A); or 4) the AGSPC Timed Opportunity Fund (Mutual Fund B). The Cash Fund has a guaranteed rate of 5% through March 31, 1995; effective April 1, 1995 the rate changed to 5.5%. This rate is declared annually by VALIC and was changed to 6% on April 1, 1996. The Company's contributions are invested solely in the Stock Fund. Investments are held in a bank-administered trust fund. Amounts which have not yet been used to purchase investments in either the Stock, Cash, or Mutual Funds are temporarily invested in money-market fund investments. These investments are held in a bank-administered trust fund and income from these investments is allocated to Plan participants based on current contributions. Contributions Participants 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 four percent of base pay subject to the contribution limitations discussed below. The Company contributes an amount ranging from 50 percent to 100 percent of the participants' basic contribution. The Plan allows participants to change their contribution rate and investment election for future contributions, as well as transfer all or part of their account balances from one fund to another once a month. Contribution Limitations For 1995 and 1994, 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 considered under the Plan is $150,000. -11- THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE 2--DESCRIPTION OF THE PLAN--Continued The IRC provides that plans such as the Variable Annuity Life Insurance Company Agents' and Managers' Thrift and Retirement Plans cannot discriminate in favor of highly compensated individuals. To comply with these laws, certain highly compensated individuals in the plans may receive refunds of contributions in excess of IRC Sections 401(k)(3) and 401(m) limits for employee pretax contributions and employer matching contributions, respectively, and all earnings attributable to such contributions. Refunds will be made from the VALIC Agents' and Managers' Retirement Plan to the extent possible. Any amounts that cannot be refunded from the VALIC Agents' and Managers' Retirement Plan will be refunded from the VALIC Agents' and Managers' Thrift Plan. Amounts in excess of the limits discussed above are designated on the Statement of Net Assets as "Payables -Excess contribution refunds". These amounts will be refunded to the affected highly compensated participants on or before the last day of the subsequent plan year to ensure the tax qualified status of the Plan. Participant Accounts Each participant's account is credited with the participant's contributions and an allocation of the Company's contributions and Plan earnings. Allocations of Plan earnings are based on participants' account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Vesting Participants are immediately vested in their contributions plus the earnings thereon. A participant obtains a vested interest in the Company's contributions and the earnings thereon at the rate determined by years of service. The vesting schedule is provided below: Years of Service Nonforfeitable Percentages 0 -3 0 3 20 4 40 5 60 6 80 7 100 Vesting of Company contributions shall be 100 percent upon death, disability, or the attainment of normal retirement age. Payment of Benefits Upon termination of service, and if consented to by the participant (consent only required if the total value, both vested and nonvested, of their account exceeds $3,500 and the participant is under the age of 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. -12- THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE 2--DESCRIPTION OF THE PLAN--Continued Direct Rollover A distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover. Forfeitures Participants terminating employment shall forfeit their nonvested interest in the Companies' 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 are available to reduce future Company contributions. Participants who terminate and are reemployed with the 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. NOTE 3--PLAN TERMINATION Although they have 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. NOTE 4 - 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: December 31 1995 1994 Net assets available for benefits per the financial statements $62,889,117 $47,006,283 Benefits payable to withdrawing participants (380,030) (157,560) Net assets available for benefits per Form 5500 $62,509,087 $46,848,723 -13- THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN NOTES TO FINANCIAL STATEMENTS--Continued NOTE 4 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500--Continued The following is a reconciliation of benefits paid to participants per the financial statements to Form 5500: Year Ended December 31, 1995 Benefits paid to participants per the financial statements American General Corporation common stock $2,156,749 Cash 116,128 Total benefits paid to participants per the financial statements 2,272,877 Benefits payable to withdrawing participants at December 31, 1995 380,030 Benefits payable to withdrawing participants at December 31, 1994 (157,560) Benefits paid to participants per Form 5500 $2,495,347 NOTE 5--FEDERAL INCOME TAXES Based on a favorable determination letter dated December 8, 1995, the Internal Revenue Service (IRS) has ruled that the Plan, as restated and amended effective August 31, 1990, December 6, 1991, March 4, 1992, May 26, 1993, December 6, 1993, and August 25, 1995, is qualified under Section 401(a) of the IRC and, therefore, exempt under Section 501(a) from federal income taxes. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan's administrators are not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. -14- THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN ASSETS HELD FOR INVESTMENT DECEMBER 31, 1995 Issuer Description Cost Fair Value * American General 1,669,657 shares $34,372,431 $58,229,292 Corporation of common stock * The Variable Annuity Group deposit 1,280,035 1,280,035 Life Insurance Company administration contract * American General 224,467 shares 3,390,884 4,271,610 Series Portfolio Company Stock Index * American General 16,701 shares 185,120 202,254 Series Portfolio Company Timed Opportunity Fund * State Street Bank & Short-term investment Trust money-market fund 201,625 201,625 $39,430,095 $64,184,816 * Party-in-interest -15- THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN REPORTABLE TRANSACTIONS (A) YEAR ENDED DECEMBER 31, 1995 Amount of Party Involved Description Transaction State Street Bank Purchase of money-market fund $4,066,377 & Trust investments in 60 transactions State Street Bank Sale of money-market fund 4,021,849 & Trust investments in 58 transactions (B) 174,562 shares of American General 5,837,462 Corporation common stock purchased in 53 transactions (B) 90,898 shares of American General 3,118,699 Corporation common stock distributed in 27 transactions at a gain of $1,327,634. (B) 10,622 shares of American General 363,940 Corporation common stock sold in 2 transactions at a gain of $155,675 (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. -16- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, The Variable Annuity Life Insurance Company 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. THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AGENTS' AND MANAGERS' THRIFT PLAN June 20, 1996 Austin P. Young, Member of the Administrative Board -17- Appendix -18- Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-39202) pertaining to The Variable Annuity Life Insurance Company Agents' and Managers' Thrift Plan and in the related prospectus of our report dated May 31, 1996, with respect to the financial statements and supplemental schedules of The Variable Annuity Life Insurance Company Agents' and Managers' Thrift Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1995. ERNST & YOUNG LLP June 20, 1996 -19- -----END PRIVACY-ENHANCED MESSAGE-----