-----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, M+rUouMUYPkb3V/4bL1P0NR4CwJVpvnvjYV/JzLPkmfd1UEe4feuQY4JIb8xdILg koACsry/l5LNBWBOIOG0+Q== 0000005103-96-000050.txt : 19961225 0000005103-96-000050.hdr.sgml : 19961225 ACCESSION NUMBER: 0000005103-96-000050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961223 ITEM INFORMATION: Bankruptcy or receivership FILED AS OF DATE: 19961224 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: 96685946 BUSINESS ADDRESS: STREET 1: 2929 ALLEN PKWY CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 7135221111 8-K 1 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): December 23, 1996 AMERICAN GENERAL CORPORATION (Exact name of registrant as specified in 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. American General Corporation (the "Company") and Home Beneficial Corporation ("Home Beneficial") issued a joint News Release dated December 23, 1996, announcing the signing of a definitive agreement under which the Company will acquire Home Beneficial for a total consideration of $665 million or $39.00 per share. The transaction, which is subject to approval by Home Beneficial's shareholders and requisite regulatory authorities, is expected to close at the end of the first quarter of 1997. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit Number 99 News Release dated December 23, 1996, announcing that the Company and Home Beneficial have signed a definitive agreement under which the Company will acquire Home Beneficial for a total consideration of $665 million or $39.00 per share. 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: December 24, 1996 By: /s/ JON P. NEWTON Jon P. Newton Vice Chairman and General Counsel EXHIBIT INDEX Exhibit Number Description 99 News Release dated December 23, 1996, announcing that the Company and Home Beneficial have signed a definitive agreement under which the Company will acquire Home Beneficial for a total consideration of $665 million or $39.00 per share. EX-99 2 NEWS RELEASE 96-18 [LOGO] American General Corporation P. O. Box 3247 Houston, Texas 77253 Home Beneficial R. W. Wiltshire, Jr. President & CEO (804) 254-9602 American General Robert D. Mrlik Vice President - Investor Relations (713) 831-1137 or John E. Pluhowski Director - Corporate Communications (713) 831-1149 FOR IMMEDIATE RELEASE AMERICAN GENERAL TO ACQUIRE HOME BENEFICIAL CORPORATION Houston, December 23, 1996 -- American General Corporation (NYSE: AGC) and Home Beneficial Corporation (NASDAQ: HBENB) today jointly announced a definitive agreement under which American General will acquire Home Beneficial for a total consideration of $665 million or $39.00 per share. The transaction, which is subject to approval by Home Beneficial's shareholders and requisite regulatory authorities, is expected to close at the end of the first quarter of 1997. Home Beneficial's shareholders may elect to receive either cash or American General common stock. The transaction will be tax free for Home Beneficial shareholders exchanging their shares for American General common stock. Total cash elections by Home Beneficial shareholders will be limited to 50% of the aggregate consideration, while stock elections will be limited to 75%. The exchange ratio for American General common stock will be determined by dividing $39.00 by an average trading price of American General common stock prior to closing and is subject to a maximum of 1.1143 shares of American General for each Home Beneficial Corporation common share. "Home Beneficial is an excellent strategic fit with our Nashville-based life insurance subsidiary," said Robert M. Devlin, president and chief executive officer of American General. "Both companies offer similar life insurance products, utilize a career agency distribution system, and operate in similar geographic regions. Through the combination of these two companies, we believe we can achieve economies of scale resulting in annual expense savings of $20 million. Over its 97-year history, Home Beneficial has been conservatively managed. Based upon capitalization targets for American General's life insurance subsidiaries, Home Beneficial has excess capital of $300 million. We expect the transaction to be non-dilutive to earnings within one year of closing. The Home Beneficial acquisition will mark American General's third life insurance company acquisition over the past two years for a total consideration of $2.2 billion. These acquisitions are consistent with American General's growth strategy that includes opportunistic participation in the consolidation of the financial services industry." In commenting on the transaction, R. W. Wiltshire, Jr., president and chief executive officer of Home Beneficial Corporation said, "We are confident that American General's commitment to building shareholder value over the long term will benefit Home Beneficial shareholders that elect to receive American General shares. American General's strong financial position and dedication to meeting customer needs will benefit the customers and agents of Home Beneficial. We have long admired American General's success in the life insurance industry through its focus on the career agency distribution system. This transaction provides the opportunity for our company to become part of one of the nation's largest and most respected financial services organizations." Founded in 1899 and headquartered in Richmond, Virginia, Home Beneficial Corporation has assets of $1.4 billion and life insurance in force of $11 billion. As of September 30, 1996, Home Beneficial reported net income over the last 12 months of $38 million and shareholders' equity of $530 million. Home Beneficial is the holding company of Home Beneficial Life Insurance Company, which operates in six Mid Atlantic states and the District of Columbia through a field force of over 1,000 agents and sales managers. * * * * * American General Corporation is one of the nation's largest diversified financial services organizations with assets of $64 billion and shareholders' equity of $5.4 billion. Headquartered in Houston, it is a leading provider of retirement services, consumer loans, and life insurance to nine million households. American General common stock is listed on the New York, Pacific, London, and Swiss stock exchanges. -----END PRIVACY-ENHANCED MESSAGE-----