-----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, LCqO801PTh7FkqZY+WpwX40vXn0/frJyBsQtIVvcwjbse1+GTzv0KFuMFJ6ltDkH J0QzjToOUY52bO7J1qR5LA== 0000940180-97-000481.txt : 19970520 0000940180-97-000481.hdr.sgml : 19970520 ACCESSION NUMBER: 0000940180-97-000481 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970519 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-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-27361 FILM NUMBER: 97611223 BUSINESS ADDRESS: STREET 1: 2929 ALLEN PKWY CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 7135221111 S-4/A 1 FORM S-4/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1997 REGISTRATION NO. 333-27361 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- AMERICAN GENERAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) TEXAS 6719 74-0483432 (STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER JURISDICTION OF INCORPORATION CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.) OR ORGANIZATION) 2929 ALLEN PARKWAY HOUSTON, TEXAS 77019 (713) 522-1111 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ---------------- MARK S. BERG, ESQ. SENIOR VICE PRESIDENT AND GENERAL COUNSEL AMERICAN GENERAL CORPORATION 2929 ALLEN PARKWAY HOUSTON, TX 77019 (713) 522-1111 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ---------------- COPIES OF ALL COMMUNICATIONS TO: MORRIS J. KRAMER, ESQ. PAUL S. BIRD, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP DEBEVOISE & PLIMPTON 919 THIRD AVENUE 875 THIRD AVENUE NEW YORK, NY 10022 NEW YORK, NY 10022 (212) 735-3000 (212) 909-6000 ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective and all other conditions to the merger described in the enclosed Joint Proxy Statement/Prospectus have been satisfied or waived. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [_] CALCULATION OF REGISTRATION FEE
PROPOSED TITLE OF EACH PROPOSED MAXIMUM AMOUNT OF CLASS OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION TO BE REGISTERED REGISTERED PRICE PER UNIT PRICE FEE - -------------------------------------------------------------------------------------------------- Common Stock, par value $0.50 per share....... 47,000,000 shares (1) Not Applicable $1,675,882,745 $169,647.10(2)
(1) Also includes associated Series A Junior Participating Preferred Stock Purchase Rights, which Rights (a) are not currently separable from the shares of Common Stock and (b) are not currently exercisable. (2) Pursuant to Rule 457(f), the registration fee was computed on the basis of the market value of 34,509,812 shares of USLIFE Common Stock to be received by the Registrant pursuant to the acquisition of USLIFE Corporation by the Registrant computed in accordance with Rule 457(c) on the basis of the average of the high and low prices on May 14, 1997 as reported for the American General Common Stock in The Wall Street Journal on May 15, 1997. Pursuant to Rule 457(b), the fee has been reduced by $338,196.16 paid on March 21, 1997 upon the filing under the Securities Exchange Act of 1934, as amended, of preliminary copies of USLIFE's and the Registrant's proxy materials included herein. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CROSS REFERENCE SHEET PURSUANT TO RULE 404(A) OF THE SECURITIES ACT, SHOWING THE LOCATION IN THE JOINT PROXY STATEMENT/PROSPECTUS OF THE INFORMATION REQUIRED BY PART I OF FORM S-4.
S-4 ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT/PROSPECTUS --------------------------- -------------------------------------- A. INFORMATION ABOUT THE TRANSACTION. 1. Forepart of Registration Statement Facing Page of Registration and Outside Front Cover Page of Statement; Outside Front Cover Page Prospectus......................... of Joint Proxy Statement/Prospectus 2. Inside Front and Outside Back Cover Available Information; Incorporation Pages of Prospectus................ of Certain Documents by Reference; Table of Contents 3. Risk Factors, Ratio of Earnings to Summary of Joint Proxy Fixed Charges and Other Statement/Prospectus; Summary Information........................ Historical Financial Data of American General; Summary Historical Financial Data of USLIFE; Selected Historical Financial Data of American General; Selected Historical Financial Data of USLIFE; Selected Pro Forma Financial Data; Risk Factors 4. Terms of the Transaction........... Summary of Joint Proxy Statement/Prospectus; The Proposed Merger; Comparison of Shareholder Rights 5. Pro Forma Financial Information.... Summary Pro Forma Per Share and Other Data; Selected Pro Forma Financial Data; Pro Forma Combined Financial Statements; Pro Forma Combined Balance Sheet; Pro Forma Combined Statements of Income; Notes to Pro Forma Combined Financial Statements 6. Material Contracts with the Company Summary of Joint Proxy Being Acquired .................... Statement/Prospectus; The Proposed Merger 7. Additional Information Required for Reoffering by Persons and Parties Deemed to be Underwriters.......... * 8. Interests of Named Experts and Counsel............................ Legal Matters; Experts 9. Disclosure of Commission Position on Indemnification for Securities Act Liabilities ....................... * B. INFORMATION ABOUT THE REGISTRANT. 10. Information With Respect to S-3 Registrants....................... Incorporation of Certain Documents by Reference; Certain Information Concerning American General; Selected Historical Financial Data of American General 11. Incorporation of Certain Incorporation of Certain Documents by Information by Reference.......... Reference 12. Information With Respect to S-2 or S-3 Registrants................... * 13. Incorporation of Certain Information by Reference.......... * 14. Information With Respect to Registrants Other Than S-3 or S-2 Registrants....................... *
S-4 ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT/PROSPECTUS --------------------------- -------------------------------------- C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED. 15. Information With Respect to S-3 Companies......................... Incorporation of Certain Documents by Reference; Certain Information Concerning USLIFE; Selected Historical Financial Data of USLIFE 16. Information With Respect to S-2 or S-3 Companies..................... * 17. Information With Respect to Companies Other Than S-2 or S-3 Companies......................... * D. VOTING AND MANAGEMENT INFORMATION. 18. Information if Proxies, Consents Cover Page of Joint Proxy or Authorizations Are to be Statement/Prospectus; Incorporation of Solicited......................... Certain Documents by Reference; Summary of Joint Proxy Statement/Prospectus; Special Meeting of American General Shareholders; Special Meeting of USLIFE Shareholders; The Proposed Merger 19. Information if Proxies, Consents or Authorizations Are Not to be Solicited, or in an Exchange Offer............................. * - -------- *Omitted because not required, inapplicable or answer is negative. PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 20. 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 American General Bylaws sets forth certain rights of the Registrant's officers and directors to indemnification. The American General Bylaws, as in effect on the date hereof, are incorporated by reference herein as Exhibit 4(b). The American General 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 American General Restated Articles of Incorporation filed as Exhibit 4(a) 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 its 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 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (A) EXHIBITS *2 Agreement and Plan of Merger by and among the Registrant, Texas Stars Corporation and USLIFE Corporation, dated as of February 12, 1997 (included as Annex A to the Joint Proxy Statement/ Prospectus in Part I of this Registration Statement). 3(a) 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). 3(b) Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1993). 4(a) Specimen Stock Certificate for American General Common Stock (incorporated by reference to Exhibit 4 to Form 8-B filed by the Registrant on June 26, 1980). 4(b) 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). *5 Opinion and Consent of Susan A. Jacobs, Associate General Counsel of American General, with respect to the legality of the securities to be issued in the Merger. *8(a) Form of Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois), with respect to the consequences of the Merger contained in the Joint Proxy Statement/Prospectus. *8(b) Form of Opinion and Consent of Debevoise & Plimpton, with respect to the consequences of the Merger contained in the Joint Proxy Statement/Prospectus.
II-1 *23(a) Consent of Susan A. Jacobs, Associate General Counsel of American General (contained in opinion in Exhibit 5). *23(b) Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois) (contained in their opinion on the tax consequences of the Merger contained in the Joint Proxy Statement/Prospectus in Exhibit 8(a)). *23(c) Consent of Debevoise & Plimpton (contained in their opinion on the tax consequences of the Merger contained in the Joint Proxy Statement/Prospectus in Exhibit 8(b)). *23(d) Consent of Ernst & Young LLP. **23(e) Consent of KPMG Peat Marwick LLP. *23(f) Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated. **23(g) Consent of Goldman, Sachs & Co. *24 Powers of Attorney: J. Evans Attwell, Brady F. Carruth, James S. D'Agostino, Jr., W. Lipscomb Davis, Jr., Robert M. Devlin, Larry D. Horner, Richard J.V. Johnson, Jon P. Newton, Robert E. Smittcamp and Anne W. Tatlock. *99(a) Form of Common Stock Proxy of American General Corporation (relating to the special meeting of shareholders of American General Corporation described in the Joint Proxy Statement/Prospectus in Part I of this Registration Statement). *99(b) Form of 7% Convertible Preferred Stock Proxy of American General Corporation (relating to the special meeting of shareholders of American General Corporation described in the Joint Proxy Statement/Prospectus in Part I of this Registration Statement). *99(c) Form of Thrift Plans Voting Instructions of American General Corporation (relating to the special meeting of shareholders of American General Corporation described in the Joint Proxy Statement/Prospectus in Part I of this Registration Statement). *99(d) Form of Proxy of USLIFE Corporation (relating to the special meeting of shareholders of USLIFE Corporation described in the Joint Proxy Statement/Prospectus in Part I of this Registration Statement). *99(e) Form of USLIFE Corporation Employee Savings and Investment Plan Confidential Voting Instructions (relating to the special meeting of shareholders of USLIFE Corporation described in the Joint Proxy Statement/Prospectus in Part I of this Registration Statement).
- -------- *Filed Previously **Filed Herewith In accordance with paragraph (b)(4)(iii) of Item 601 of Regulation S-K, the Registrant is not filing herewith certain instruments defining the rights of holders of long-term debt of the Registrant because the total amount of securities authorized thereunder does not exceed 10 percent of the total assets of the Registrant and its subsidiaries on a consolidated basis. The Registrant hereby agrees to furnish a copy of such instruments to the Commission upon request. (B) FINANCIAL STATEMENT SCHEDULES Not Applicable. ITEM 22. 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 in Section 10(a)(3) of the Securities Act of 1933; (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; II-2 (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 paragraphs (1)(i) and (1)(ii) 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 Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 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. (5) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this Registration Statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (6) That every prospectus (i) that is filed pursuant to the immediately preceding paragraph or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the Registration Statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, 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. (7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 20 above or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue. (8) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request. (9) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective. II-3 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON MAY 19, 1997. AMERICAN GENERAL CORPORATION By: /s/ Carl J. Santillo By __________________________________ Carl J. Santillo Senior Vice President--Finance PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- Robert M. Devlin* Chairman, Chief Executive May 19, 1997 ____________________________________ Officer and Director Robert M. Devlin (Principal Executive Officer) /s/ Carl J. Santillo Senior Vice President-- May 19, 1997 ____________________________________ Finance (Principal Financial Carl J. Santillo Officer) /s/ Pamela J. Penny Vice President and May 19, 1997 ____________________________________ Controller Pamela J. Penny (Principal Accounting Officer) J. Evans Attwell* Director May 19, 1997 ____________________________________ J. Evans Attwell Brady F. Carruth* Director May 19, 1997 ____________________________________ Brady F. Carruth James S. D'Agostino, Jr.* Director May 19, 1997 ____________________________________ James S. D'Agostino, Jr. W. Lipscomb Davis, Jr.* Director May 19, 1997 ____________________________________ W. Lipscomb Davis, Jr.
SIGNATURE TITLE DATE --------- ----- ---- Larry D. Horner* Director May 19, 1997 ____________________________________ Larry D. Horner Richard J.V. Johnson* Director May 19, 1997 ____________________________________ Richard J.V. Johnson Jon P. Newton* Director May 19, 1997 ____________________________________ Jon P. Newton Robert E. Smittcamp* Director May 19, 1997 ____________________________________ Robert E. Smittcamp Anne M. Tatlock* Director May 19, 1997 ____________________________________ Anne M. Tatlock *By: /s/ Carl J. Santillo May 19, 1997 ____________________________________ Carl J. Santillo (Attorney-in-fact)
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION ------- ----------- *2 Agreement and Plan of Merger by and among the Registrant, Texas Stars Corporation and USLIFE Corporation, dated as of February 12, 1997 (included as Annex A to the Joint Proxy Statement/ Prospectus in Part I of this Registration Statement). 3(a) 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). 3(b) Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1993). 4(a) Specimen Stock Certificate for American General Common Stock (incorporated by reference to Exhibit 4 to Form 8-B filed by the Registrant on June 26, 1980). 4(b) 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). *5 Opinion and Consent of Susan A. Jacobs, Associate General Counsel of American General, with respect to the legality of the securities to be issued in the Merger. *8(a) Form of Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois), with respect to the consequences of the Merger contained in the Joint Proxy Statement/Prospectus. *8(b) Form of Opinion and Consent of Debevoise & Plimpton, with respect to the consequences of the Merger contained in the Joint Proxy Statement/Prospectus. *23(a) Consent of Susan A. Jacobs, Associate General Counsel of American General (contained in opinion in Exhibit 5). *23(b) Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois) (contained in their opinion on the tax consequences of the Merger contained in the Joint Proxy Statement/Prospectus in Exhibit 8(a)). *23(c) Consent of Debevoise & Plimpton (contained in their opinion on the tax consequences of the Merger contained in the Joint Proxy Statement/Prospectus in Exhibit 8(b)). *23(d) Consent of Ernst & Young LLP. **23(e) Consent of KPMG Peat Marwick LLP. *23(f) Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated. **23(g) Consent of Goldman, Sachs & Co. *24 Powers of Attorney: J. Evans Attwell, Brady F. Carruth, James S. D'Agostino, Jr., W. Lipscomb Davis, Jr., Robert M. Devlin, Larry D. Horner, Richard J.V. Johnson, Jon P. Newton, Robert E. Smittcamp and Anne W. Tatlock. *99(a) Form of Common Stock Proxy of American General Corporation (relating to the special meeting of shareholders of American General Corporation described in the Joint Proxy Statement/Prospectus in Part I of this Registration Statement). *99(b) Form of 7% Convertible Preferred Stock Proxy of American General Corporation (relating to the special meeting of shareholders of American General Corporation described in the Joint Proxy Statement/Prospectus in Part I of this Registration Statement). *99(c) Form of Thrift Plans Voting Instructions of American General Corporation (relating to the special meeting of shareholders of American General Corporation described in the Joint Proxy Statement/Prospectus in Part I of this Registration Statement). *99(d) Form of Proxy of USLIFE Corporation (relating to the special meeting of shareholders of USLIFE Corporation described in the Joint Proxy Statement/Prospectus in Part I of this Registration Statement). *99(e) Form of USLIFE Corporation Employee Savings and Investment Plan Confidential Voting Instructions (relating to the special meeting of shareholders of USLIFE Corporation described in the Joint Proxy Statement/Prospectus in Part I of this Registration Statement).
- -------- *Filed Previously **Filed Herewith EX-23.(E) 2 CONSENT OF KPMG PEAT MARWICK LLP EXHIBIT 23(e) CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors and Shareholders USLIFE Corporation: We consent to the use of our report on USLIFE Corporation and subsidiaries (the "Company") incorporated herein by reference in the Registration Statement on Form S-4 dated May 19, 1997 and the related Joint Proxy Statement/Prospectus (the "Registration Statement") and to the reference to our firm under the heading "Experts" in the prospectus. Our report refers to the Company's adoption of the provisions of the Financial Accounting Standards Board's Statements of Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity Securities" in 1994. KPMG Peat Marwick LLP New York, New York May 19, 1997 EX-23.(G) 3 CONSENT OF GOLDMAN SACHS - ------------------------------------------------------------------------------- Goldman, Sachs & Co. | 85 Broad Street | New York, New York 10004 Tel: 212-902-1000 [GOLDMAN SACHS LOGO APPEARS HERE] - ------------------------------------------------------------------------------- EXHIBIT 23(G) PERSONAL AND CONFIDENTIAL May 19, 1997 Board of Directors USLIFE Corporation 125 Maiden Lane New York, NY 10038 Re: Registration Statement of American General Corporation ("American General") relating to Common Stock, par value $0.50 per share, of American General to be issued in exchange for shares of Common Stock, par value $1.00 per share, of USLIFE Corporation ("USLIFE") in connection with the merger of a wholly owned subsidiary of American General with and into USLIFE. Gentlemen: Reference is made to our opinion letter dated May 19, 1997 with respect to the fairness to the holders of the outstanding shares of Common Stock, par value $1.00 per share (the "Shares"), of USLIFE of the consideration to be received for the Shares pursuant to the Merger (the "Merger") contemplated by the Agreement and Plan of Merger dated as of February 12, 1997 by and among American General, Texas Stars Corporation, a New York corporation and a wholly-owned subsidiary of American General, and USLIFE (the "Agreement"). The foregoing opinion letter is provided for the information and assistance of the Board of Directors of USLIFE in connection with its consideration of the transaction contemplated by the Agreement and is not to be used, circulated, quoted or otherwise referred to for any other purpose, nor is it to be filed with, included in or referred to in whole or in part in any registration statement, proxy statement or any other document, except in accordance with our prior written consent. We understand that USLIFE has determined to include our opinion in the above-referenced Registration Statement. In that regard, we hereby consent to the reference to the opinion of our Firm under the captions "Summary of Joint Proxy Statement/Prospectus--The Proposed Merger--Opinion of USLIFE's Financial Advisor," "The Proposed Merger-- Background of the Merger," "The Proposed Merger--USLIFE's Reasons for the Merger; Recommendation of the USLIFE Board" and "The Proposed Merger--Opinion of USLIFE's Financial Advisor" and to the inclusion of the foregoing opinion in the Joint Proxy Statement included in the above-mentioned Registration Statement. In providing such consent, except as may be required by the federal securities laws, we do not intend that any person New York | London | Tokyo | Boston | Chicago | Dallas | Frankfurt | George Town | Hong Kong | Houston | Los Angeles | Memphis Miami | Milan | Montreal | Osaka | Paris | Philadelphia | San Francisco | Singapore | Sydney | Toronto | Vancouver | Zucrich other than the Board of Directors rely upon such opinion. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Goldman, Sachs & Co. - --------------------------------- (GOLDMAN, SACHS & CO.) -----END PRIVACY-ENHANCED MESSAGE-----