POS AM 1 sc0273.htm AMENDMENT #1 TO FORM S-3 Post-Effective Amendment No. 1

As filed with the Securities and Exchange Commission on September 24, 2002

Registration No. 333-40583
333-40583-01
333-40583-02
333-40583-03
333-40583-04



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

               
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
                      
AMERICAN GENERAL CORPORATION
AMERICAN GENERAL CAPITAL I
AMERICAN GENERAL CAPITAL II
AMERICAN GENERAL CAPITAL III
AMERICAN GENERAL CAPITAL IV

(Exact name of registrant as
specified in its charter)


Texas
Delaware
Delaware
Delaware
Delaware

(State or other jurisdiction of
incorporation or organization)


74-0483432
76-6152716
76-6162320
76-6166945
N/A

(I.R.S. Employer
Identification No.)


2929 Allen Parkway
Houston, Texas 77019-2155
(713) 522-1111

(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)


Kathleen E. Shannon
Vice President, Secretary and Deputy General Counsel
American International Group, Inc.
70 Pine Street
New York, New York 10270
(212) 770-7000

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

          Approximate date of commencement of proposed sale to the public: Not applicable.


          If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  [_]

          If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  [_]

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [_]

          If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [_]

          If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  [_]

DEREGISTRATION OF UNSOLD SECURITIES

          American General Corporation, American General Capital I, American General Capital II, American General Capital III and American General Capital IV hereby remove from registration all securities registered under the Registration Statement on Form S-3 (Registration Nos. 333-40583, 333-40583-01, 333-40583-02, 333-40583-03 and 333-40583-04) that remain unsold.

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, American General Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, State of New York, on September 24, 2002.

   American General Corporation
(Registrant)


   By: /s/ PAMELA J. PENNY
     
      Name:
Title:
Pamela J. Penny
Senior Vice President and Controller

          Pursuant to the requirements of the Securities Act of 1933, American General Capital I certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, State of New York, on September 24, 2002.

   American General Capital I
(Registrant)


   By: /s/ CAROL A. MCFATE
     
      Name:
Title:
Carol A. McFate
Administrative Trustee

   By: /s/ KATHLEEN E. SHANNON
     
      Name:
Title:
Kathleen E. Shannon
Administrative Trustee

   By: /s/ ROBERT A. GENDER
     
      Name:
Title:
Robert A. Gender
Administrative Trustee

          Pursuant to the requirements of the Securities Act of 1933, American General Capital II certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, State of New York, on September 24, 2002.

   American General Capital II
(Registrant)


   By: /s/ CAROL A. MCFATE
     
      Name:
Title:
Carol A. McFate
Administrative Trustee

   By: /s/ KATHLEEN E. SHANNON
     
      Name:
Title:
Kathleen E. Shannon
Administrative Trustee

   By: /s/ ROBERT A. GENDER
     
      Name:
Title:
Robert A. Gender
Administrative Trustee

          Pursuant to the requirements of the Securities Act of 1933, American General Capital III certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, State of New York, on September 24, 2002.

   American General Capital III
(Registrant)


   By: /s/ CAROL A. MCFATE
     
      Name:
Title:
Carol A. McFate
Administrative Trustee

   By: /s/ KATHLEEN E. SHANNON
     
      Name:
Title:
Kathleen E. Shannon
Administrative Trustee

   By: /s/ ROBERT A. GENDER
     
      Name:
Title:
Robert A. Gender
Administrative Trustee

          Pursuant to the requirements of the Securities Act of 1933, American General Capital IV certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, State of New York, on September 24, 2002.

   American General Capital IV
(Registrant)


   By: American General Corporation
as Sponsor

   By: /s/ PAMELA J. PENNY
     
      Name:
Title:
Pamela J. Penny
Senior Vice President and
Controller

          Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to this Registration Statement has been signed below by the following persons in the capacities with American General Corporation indicated and on the dates indicated.

Signature Title Date

/s/ MAURICE R. GREENBERG
Maurice R. Greenberg

Chairman
(Principal Executive Officer)
September 24, 2002

/s/ PAMELA J. PENNY             
Pamela J. Penny

Senior Vice President and
Controller
(Principal Financial Officer and
Principal Accounting Officer)
September 24, 2002

/s/ JEFFREY J. HURD                
Jeffrey J. Hurd


Director
September 24, 2002

/s/ ERNEST T. PATRIKIS        
Ernest T. Patrikis

Director
September 24, 2002

Signature Title Date

/s/ KATHLEEN E. SHANNON   
Kathleen E. Shannon

Director
September 24, 2002