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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): April 6, 1994
AMERICAN GENERAL FINANCE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Indiana 1-6155 35-0416090
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) Number)
601 N.W. Second Street, Evansville, IN 47708
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (812) 424-8031
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Item 5. Other Events.
On April 6, 1994, a duly authorized Committee (the "Terms and Pricing
Committee") of the Board of Directors of American General Finance Corporation
(the "Company") increased from $500,000,000 to $550,000,000 the aggregate
principal amount of the Company's Medium-Term Notes, Series C (the "Notes")
authorized to be issued under the Company's previously filed Registration
Statement on Form S-3 (Registration No. 33-43534) (the "Registration
Statement") and the related Prospectus dated November 1, 1991 and Prospectus
Supplement dated December 10, 1992.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits. The following Exhibits are filed as part of this Report
and as Exhibits to the Registration Statement:
Exhibit
Number Description
4 Resolutions of the Terms and Pricing Committee adopted
on April 6, 1994 authorizing the increased aggregate
principal amount of the Notes, certified by an
Assistant Secretary of the Company.
5 Opinion of Baker & Daniels, special counsel for the
Company, as to the legality of the Notes.
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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 FINANCE CORPORATION
Dated: April 13, 1994 By: /S/ LEONARD J. WINIGER
Leonard J. Winiger
Assistant Controller and
Assistant Secretary
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EXHIBIT INDEX
Exhibit
Number Description
4 Resolutions of the Terms and Pricing Committee
adopted on April 6, 1994 authorizing the
increased aggregate principal amount of the
Notes, certified by an Assistant Secretary of the
Company.
5 Opinion of Baker & Daniels, special counsel for
the Company, as to the legality of the Notes.
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EXHIBIT 4
CERTIFICATE
I, Otto B Gerlach III, Assistant Secretary of American General Finance
Corporation, an Indiana corporation (the "Company"), do hereby certify that
attached hereto is a true copy of resolutions duly adopted by a duly
authorized and appointed committee of the Board of Directors of the Company by
unanimous Written Consent dated April 6, 1994 and such resolutions have not
been amended, modified or rescinded and remain in full force and effect.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: April 13, 1994
/S/ OTTO B GERLACH III
Otto B Gerlach III
Assistant Secretary
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RESOLUTIONS ADOPTED BY THE
TERMS AND PRICING COMMITTEE OF
THE BOARD OF DIRECTORS OF
AMERICAN GENERAL FINANCE CORPORATION
April 6, 1994
RESOLUTIONS REGARDING INCREASE IN MEDIUM-TERM NOTE PROGRAM
WHEREAS, by resolutions adopted at the meeting of this Committee held on
November 10, 1992, this Committee authorized and approved the creation and
execution by the Company of a series of debt securities titled Medium-Term
Notes, Series C (the "Notes"); and this Committee resolved that the aggregate
principal amount of the Notes authorized to be authenticated and delivered was
$500,000,000 (such resolutions being referred to hereinafter as the "Prior
Resolutions"); and
WHEREAS, this Committee deems it desirable and in the best interests of
the Company to increase the aggregate principal amount of the Notes authorized
to be authenticated and delivered;
1. Increase in Authorized Amount of Notes.
NOW, THEREFORE, BE IT RESOLVED, that this Committee hereby authorizes
and approves an increase in the aggregate principal amount of the Notes
authorized to be authenticated and delivered to a total aggregate principal
amount of $550,000,000; and be it
2. Authentication and Delivery of Notes.
FURTHER RESOLVED, that the Authorized Officers for the Notes hereby are
authorized (a) to cause the trustee for the Notes to complete and authenticate
Notes in such total increased aggregate principal amount, and (b) to deliver
such authenticated Notes, all in accordance with the Prior Resolutions, the
Company Orders and the Administrative Procedures relating thereto; and be it
3. Applicability of Prior Resolutions.
FURTHER RESOLVED, that the Prior Resolutions, except to the extent
modified or superseded hereby, shall apply in all respects to such total
increased aggregate principal amount of Notes; and be it
4. Further Miscellaneous Authority.
FURTHER RESOLVED, that the appropriate officers of the Company be, and
each of them hereby is, authorized to do and perform all such acts or things,
and to execute, deliver and file such documents or instruments, as each such
officer may deem necessary or appropriate in order to carry out fully the
purposes and intent of the foregoing resolutions. <PAGE>
BAKER & DANIELS
300 North Meridian Street
Indianapolis, Indiana 46204
(317) 237-0300
FAX: (317) 237-1000
April 13, 1994
American General Finance Corporation
601 N.W. Second Street
Evansville, Indiana 47708
Re: Medium-Term Notes, Series C, due from
Nine Months to 30 Years from Date of Issue
Ladies and Gentlemen:
We have acted as special counsel for American General
Finance Corporation, an Indiana corporation (the "Company"), in
connection with the preparation of a Registration Statement on
Form S-3, Registration No. 33-43534 (the "Registration
Statement"), and the Prospectus constituting a part thereof,
dated November 1, 1991, relating to the issuance from time to
time of up to $1,500,000,000 total of aggregate principal amount
of debt securities of the Company and/or public offering price of
warrants to purchase debt securities of the Company pursuant to
Rule 415 promulgated under the Securities Act of 1933, as amended
(the "1933 Act"), as supplemented by a Prospectus Supplement
dated December 10, 1992 (the Prospectus dated November 1, 1991
and the Prospectus Supplement dated December 10, 1992, including
the documents incorporated by reference therein pursuant to
Item 12 of Form S-3 under the 1933 Act, being hereinafter
collectively referred to as the "Prospectus"), relating to the
issuance and sale of the Company's Medium-Term Notes, Series C,
due from nine months to 30 years from date of issue (the
"Notes"), and filed with the Securities and Exchange Commission
(the "Commission") pursuant to Rule 424 promulgated under the
1933 Act. The Notes may be issued in an aggregate principal
amount of up to $550,000,000 and may consist of senior debt
securities, issuable under a Senior Indenture, dated as of
November 1, 1991 (the "Senior Indenture"), between the Company
and Morgan Guaranty Trust Company of New York, as trustee (the
"Trustee") and/or senior subordinated debt securities, issuable
under a Senior Subordinated Indenture, dated as of November 1,
1991 (the "Subordinated Indenture"), between the Company and the
Trustee.
For purposes of this opinion, we have examined
originals or copies, identified to our satisfaction, of such
documents, corporate records, instruments and other relevant
materials as we deemed advisable, and have made such examination
of statutes and decisions and reviewed such questions of law as
we have considered necessary or appropriate. In our examination,
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we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies,
and the authenticity of the originals of such copies. As to
facts material to this opinion, we have relied upon certificates,
statements or representations of public officials, of officers
and representatives of the Company and of others, without any
independent verification thereof.
The laws covered by the opinions expressed herein are
limited to the laws of the State of Indiana.
On the basis of and subject to the foregoing, we are of
the opinion that:
1. The Company is existing as a corporation under the
laws of the State of Indiana.
2. The Notes have been duly authorized by all
necessary action by the Board of Directors of the Company and any
committee of the Board of Directors to which authority with
respect to the Notes has been delegated and, when the variable
terms of the Notes have been established by any two of the
authorized officers to whom such authority has been delegated and
the Notes have been executed and authenticated in accordance with
the terms of the Senior Indenture or Subordinated Indenture, as
applicable, and issued and delivered against payment of the
consideration therefor, the Notes will be valid and binding
obligations of the Company, enforceable against the Company in
accordance with their terms, except as enforcement thereof may be
limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other laws of general applicability
relating to or affecting enforcement of creditors' rights or by
general equity principles.
We consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to us under
the heading "Legal Opinions" in the Prospectus. In giving such
consent, we do not admit that we come within the category of
persons whose consent is required under Section 7 of the 1933 Act
or the rules or regulations of the Commission thereunder.
Yours very truly,
/s/ BAKER & DANIELS
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