-----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, WY+QvhQH6iCCwBfofAurvFCdgp1yPjOtDNV5OjUw5Sajkvt3U/OPZVCOzINcCqCF nwKG4sFAL44NB1RhmlAbvQ== 0000005103-98-000023.txt : 19980226 0000005103-98-000023.hdr.sgml : 19980226 ACCESSION NUMBER: 0000005103-98-000023 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980225 EFFECTIVENESS DATE: 19980225 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: S-8 SEC ACT: SEC FILE NUMBER: 333-46895 FILM NUMBER: 98549516 BUSINESS ADDRESS: STREET 1: 2929 ALLEN PKWY CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 7135221111 S-8 1 As filed with the Securities and Exchange Commission on February 25, 1998. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERICAN GENERAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Texas 74-0483432 (State of Incorporation) I.R.S.Employer Identification No.) 2929 Allen Parkway, Houston, Texas 77019 (Address of Principal Executive Offices) (Zip Code) WESTERN NATIONAL CORPORATION 1993 STOCK AND INCENTIVE PLAN (Full Title of the Plan) Mark S. Berg, Esq. Senior Vice President and General Counsel 2929 Allen Parkway, Houston, Texas 77019 (713) 522-1111 (Name, Address, and Telephone Number (including Area Code) of Agent for Service) Calculation of Registration Fee Title of Securities to be Registered Common Stock, par value $.50 Amount to be Registered 1,400,000 shares Proposed Maximum Offering Price Per Share (1) $58.47 Proposed Maximum Aggregate Offering Price $81,858,000 Amount of Registration Fee $24,805 (1) Estimated pursuant to Rule 457 solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of the Common Stock for February 19, 1998, as published in The Wall Street Journal New York Stock Exchange Composite Transactions Listing. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in this Part I will be sent or given to certain employees of the Registrant who have been granted options pursuant to the Western National Corporation 1993 Stock and Incentive Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended ("Securities Act"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. This registration statement incorporates herein by reference the following documents which have been filed (File No. 1-7981) with the Securities and Exchange Commission (the "Commission") by American General Corporation (the "Registrant") pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"): 1. The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1997. 2. The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997 3. The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1997. 4. The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. 5. The Registrant's Proxy Statement relating to the Registrant's 1997 annual meeting of shareholders. 6. The Registrant's Current Reports on Form 8-K dated February 12, February 21, August 15, September 11 and October 10, 1997 and January 26, January 27, February 18 and February 25, 1998. 7. The description of the Registrant's Common Stock contained in the Registration Statement on Form 8-B dated June 25, 1980, as amended by Amendment No. 1 on Form 8 dated December 22, 1983. 8. The description of the Registrant's Preferred Share Purchase Rights contained in the Registration Statement on Form 8-A dated July 31, 1989, as amended by Amendment No. 1 on Form 8 dated August 7, 1989. 9. All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and prior to the termination of the offering of the securities offered hereby. Any statement incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The validity of the shares of the Registrant's common stock, par value $.50 per share ("Common Stock"), issuable pursuant to the Plan has been passed upon by Susan A. Jacobs, who is Deputy General Counsel of the Registrant. Item 6. Indemnification of Directors and Officers. Article 2.02-1 of the Texas Business Corporation Act contains detailed provisions with respect to indemnification of directors and officers of a Texas corporation against reasonable expenses actually incurred in connection with certain legal proceedings. Article VI of the Registrant's Bylaws sets forth certain rights of the Registrant's officers and directors to indemnification. The Registrant's Bylaws, as in effect on the date hereof, are incorporated by reference herein as Exhibit 4.2. The Registrant's Restated Articles of Incorporation provide that, with certain specified exceptions, a director of the Registrant will not be liable to the corporation for monetary damages for an act or omission in the director's capacity as a director. Reference is made to the Registrant's Restated Articles of Incorporation filed as Exhibit 4.1 hereto. The Registrant has placed in effect insurance coverage which purports (a) to insure it against certain costs of indemnification which may be incurred by it pursuant to the aforementioned bylaw provisions or otherwise, and (b) to insure the officers and directors of the Registrant and of specified subsidiaries against certain liabilities incurred by them in the discharge of their functions as officers and directors except for liabilities arising from their own malfeasance. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following documents are filed as a part of this registration statement or incorporated by reference herein: Exhibit Number Description 4.1 Restated Articles of Incorporation of the Registrant (including Statement of Resolution Establishing Series of Shares of Series A Junior Participating Preferred Stock) (incorporated by reference to Exhibit 4.1 to Registration Statement No. 33-33115 filed by the Registrant). 4.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997). 4.3 Statement of Resolution Establishing Series of Shares of Series A Cumulative Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 4(b) to Registration Statement No. 333-00513 filed by the Registrant). 4.4 Form of Statement of Resolutions Establishing Series of Shares of 7% Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 4(d) to Registration Statement No. 333-00513 filed by the Registrant). 4.5 Specimen Stock Certificate for the Registrant's Common Stock (incorporated by reference to Exhibit 4 to Form 8-B filed by the Registrant on June 26, 1980). 4.6 Junior Subordinated Indenture, dated as of May 15, 1995, between the Registrant and Chemical Bank, as Trustee, relating to the Registrant's 6% Series A Convertible Junior Subordinated Debentures (incorporated by reference to Exhibit 4(g) to Registration Statement No. 333-00513 filed by the Registrant). 4.7 Rights Agreement dated as of July 27, 1989, as amended by the First Amendment thereto dated as of October 26, 1992, by and between the Registrant and First Chicago Trust Company of New York, as Rights Agent (incorporated by reference to Exhibit 4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1989, and to Exhibit 19 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1992, respectively). Exhibit Number Description 4.8 Terms of the 6% Convertible Monthly Income Preferred Securities, Series A, of American General Delaware, L.L.C. (incorporated by reference to Exhibit 4(i) to Registration Statement No. 333-00513 filed by the Registrant). 4.9 Guarantee of the Registrant with respect to the 6% Convertible Monthly Income Preferred Securities, Series A, of American General Delaware, L.L.C. (incorporated by reference to Exhibit 4(j) to Registration Statement No. 333-00513 filed by the Registrant). 4.10 Resolutions Establishing the Registrant's 6% Series A Convertible Junior Subordinated Debentures incorporated by reference to Exhibit 4(k) to Registration Statement No. 333-00513 filed by the Registrant). 5 Opinion of Susan A. Jacobs, Deputy General Counsel of the Registrant. 23.1 Consent of Susan A. Jacobs, Deputy General Counsel of American General (contained in opinion in Exhibit 5). 23.2 Consent of Ernst & Young L.L.P., Independent Auditors. 24 Powers of Attorney (included on the signature page of this registration statement). Item 9. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the bylaws and other provisions summarized in Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. POWER OF ATTORNEY Each person whose signature appears below in the capacity of an officer or director of the Registrant hereby appoints Jon P. Newton and Mark S. Berg and each of them, each one of whom may act without the joinder of the other, as his/her attorney-in-fact, with full power of substitution and resubstitution, to sign on his/her behalf and in the capacity stated below and to file all post-effective amendments to this Registration Statement, which amendment or amendments may make such changes and additions in this Registration Statement as such attorney-in-fact may deem necessary or appropriate. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, as of February 25, 1998. AMERICAN GENERAL CORPORATION By: /s/ ELLEN H. MASTERSON Name: Ellen H. Masterson Title: Senior Vice President and Chief Financial Officer Pursuant to the requirement of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date /s/ ROBERT M. DEVLIN Chairman, February 25, 1998 (Robert M. Devlin) Chief Executive Officer and Director (Principal Executive Officer) /s/ ELLEN H. MASTERSON Senior Vice February 25, 1998 (Ellen H. Masterson) President and Chief Financial Officer (Principal Financial Officer) /s/ PAMELA J. PENNY Vice President February 25, 1998 (Pamela J. Penny) and Controller (Principal Accounting Officer) /s/J. EVANS ATTWELL Director February 25, 1998 (J. Evans Attwell) /s/ BRADY F. CARRUTH Director February 25, 1998 (Brady F. Carruth) /s/ JAMES S.D'AGOSTINO, JR. Director February 25, 1998 (James S. D'Agostino, Jr.) Signature Title Date /s/W.LIPSCOMB DAVIS, JR. Director February 25,1998 (W. Lipscomb Davis, Jr.) /s/ LARRY D. HORNER Director February 25, 1998 (Larry D. Horner) /s/ RICHARD J. V. JOHNSON Director February 25, 1998 (Richard J.V. Johnson) /s/ MICHAEL E. MURPHY Director February 25, 1998 (Michael E. Murphy) /s/ JON P. NEWTON Director February 25, 1998 (Jon P. Newton) /s/ ROBERT E. SMITTCAMP Director February 25, 1998 (Robert E. Smittcamp) /s/ ANNE M. TATLOCK Director February 25, 1998 (Anne M. Tatlock) INDEX TO EXHIBITS Exhibit Number Description 4.1 Restated Articles of Incorporation of the Registrant (including Statement of Resolution Establishing Series of Shares of Series A Junior Participating Preferred Stock) (incorporated by reference to Exhibit 4.1 to Registration Statement No. 33-33115 filed by the Registrant). 4.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997). 4.3 Statement of Resolution Establishing Series of Shares of Series A Cumulative Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 4(b) to Registration Statement No. 333-00513 filed by the Registrant). 4.4 Form of Statement of Resolutions Establishing Series of Shares of 7% Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 4(d) to Registration Statement No. 333-00513 filed by the Registrant). 4.5 Specimen Stock Certificate for the Registrant's Common Stock (incorporated by reference to Exhibit 4 to Form 8-B filed by the Registrant on June 26, 1980). 4.6 Junior Subordinated Indenture, dated as of May 15, 1995, between the Registrant and Chemical Bank, as Trustee, relating to the Registrant's 6% Series A Convertible Junior Subordinated Debentures (incorporated by reference to Exhibit 4(g) to Registration Statement No. 333-00513 filed by the Registrant). 4.7 Rights Agreement dated as of July 27, 1989, as amended by the First Amendment thereto dated as of October 26, 1992, by and between the Registrant and First Chicago Trust Company of New York, as Rights Agent (incorporated by reference to Exhibit 4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1989, and to Exhibit 19 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1992, respectively). 4.8 Terms of the 6% Convertible Monthly Income Preferred Securities, Series A, of American General Delaware, L.L.C. (incorporated by reference to Exhibit 4(i) to Registration Statement No. 333-00513 filed by the Registrant). 4.9 Guarantee of the Registrant with respect to the 6% Convertible Monthly Income Preferred Securities, Series A, of American General Delaware, L.L.C. (incorporated by reference to Exhibit 4(j) to Registration Statement No. 333-00513 filed by the Registrant). 4.10 Resolutions Establishing the Registrant's 6% Series A Convertible Junior Subordinated Debentures (incorporated by reference to Exhibit 4(k) to Registration Statement No. 333-00513 filed by the Registrant). 5 Opinion of Susan A. Jacobs, Deputy General Counsel of the Registrant. 23.1 Consent of Susan A. Jacobs, Deputy General Counsel of American General (contained in opinion in Exhibit 5). 23.2 Consent of Ernst & Young L.L.P., Independent Auditors. 24 Powers of Attorney (included on the signature page of this registration statement). EX-5 2 EXHIBIT 5 February 25, 1998 American General Corporation 2929 Allen Parkway Houston, Texas 77019 Ladies and Gentlemen: I have acted as counsel to American General Corporation, a Texas corporation ("American General"), in connection with the proposed issuance and sale by American General of shares of its common stock, par value $.50 per share (the "Common Stock"), pursuant to the Western National Corporation 1993 Stock and Incentive Plan (the "Plan") under American General's Registration Statement on Form S-8 (the "Registration Statement") that is being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"). In this connection, I have examined such documents, certificates, records, authorizations and proceedings as I have deemed necessary in order to give the opinions expressed herein. Based upon such examination, I advise you that, in my opinion, when (i) the Registration Statement has become effective under the Act, and American General has complied in all material respects with applicable state securities or blue sky laws; and (ii) the shares of Common Stock have been issued pursuant to the Plan as described in the prospectus of the Plan, for a consideration of not less than the aggregate par value thereof, the Common Stock so issued will be validly issued, fully paid and nonassessable. This opinion is furnished to you in connection with the proposed issuance and sale by American General of its Common Stock pursuant to the Plan and may not be relied upon for any other purpose or by any other person or furnished to anyone else without the prior written consent of the undersigned. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the caption "Interests of Named Experts and Counsel" in Item 5 of the Registration Statement. By giving such consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission issued thereunder. Very truly yours, /s/ SUSAN A. JACOBS Susan A. Jacobs Deputy General Counsel EX-23 3 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the American General Corporation's ("AGC") Registration Statement on Form S-8 pertaining to the Western National Corporation 1993 Stock and Incentive Plan of our report dated February 14, 1997 (except Note 2.5, as to which the date is June 17, 1997), with respect to the consolidated financial statements and schedules of AGC included in its Current Report on Form 8-K dated October 10, 1997, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Houston, Texas February 25, 1998 -----END PRIVACY-ENHANCED MESSAGE-----