______________________________________________________________________________
______________________________________________________________________________
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): January 6, 1995
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
______________________________________________________________________________
______________________________________________________________________________
<PAGE>
Item 5. Other Events.
On January 6, 1995, a duly authorized Committee (the "Terms and Pricing
Committee") of the Board of Directors of American General Finance Corporation
(the "Company") authorized the issuance in an underwritten public offering of
$200,000,000 aggregate principal amount of the Company's 8 1/4% Senior Notes
due January 15, 1998 (the "Notes") under the Company's previously filed
Registration Statement on Form S-3 (Registration No. 33-57910) (the
"Registration Statement") and the related Prospectus dated March 1, 1993 and
Prospectus Supplement dated January 6, 1995.
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(a) Resolutions of the Terms and Pricing Committee adopted
on January 6, 1995 establishing the terms of the
Notes, certified by an Assistant Secretary of the
Company.
4(b) Form of 8 1/4% Senior Note due January 15, 1998.
5 Opinion of Baker & Daniels, special counsel for the
Company, as to the legality of the Notes.
<PAGE>
SIGNATURES
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 hereunto duly authorized.
AMERICAN GENERAL FINANCE CORPORATION
Dated: January 10, 1995 By: /S/ LEONARD J. WINIGER
Leonard J. Winiger
Assistant Controller and
Assistant Secretary
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4(a) Resolutions of the Terms and Pricing Committee
adopted on January 6, 1995 establishing the terms
of the Notes, certified by an Assistant Secretary
of the Company.
4(b) Form of 8 1/4% Senior Note due January 15, 1998.
5 Opinion of Baker & Daniels, special counsel for
the Company, as to the legality of the Notes.
<PAGE>
EXHIBIT 4(a)
CERTIFICATE
I, Patricia W. Neighbors, 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 at
a meeting duly called and held on January 6, 1995, at which meeting a quorum
was present and acting throughout, 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: January 10, 1995
/s/ PATRICIA W. NEIGHBORS
Patricia W. Neighbors
Assistant Secretary
<PAGE>
American General Finance Corporation
Date: January 6, 1995
Subject: Meeting of Terms and Pricing Committee (Messrs. Hanley, Leitch,
Tuerff, Tuters and Womack)
Purpose: The purpose of these resolutions is to authorize a shelf takedown
for the issuance of $200,000,000 aggregate principal amount of 8
1/4% Senior Notes due January 15, 1998
RESOLUTIONS REGARDING SHELF TAKEDOWN
WHEREAS, at a meeting on December 21, 1992, the Terms and Pricing
Committee of the Board of Directors of American General Finance Corporation
(the "Company") authorized the creation, issuance and sale of $1,500,000,000
of debt securities and warrants to purchase debt securities (the "Shelf
Securities"), such debt securities to be issued under the Senior Indenture
dated as of February 1, 1993 between the Company and Citibank, N.A., as
Trustee, or the Senior Subordinated Indenture dated as of February 1, 1993
between the Company and Citibank, N.A., as Trustee; and
WHEREAS, the Company filed with the Securities and Exchange
Commission (the "Commission") on February 4, 1993 a Registration Statement on
Form S-3 (Registration No. 33-57910) for the Shelf Securities, which was
declared effective by the Commission on March 1, 1993;
1. Prospectus Supplement.
NOW, THEREFORE, BE IT RESOLVED, that the Chairman, the President or any
Vice President (any reference to a Vice President of the Company in these
resolutions shall be deemed to include any Vice President of the Company
whether or not designated by a number or a word or words added before or after
the title "Vice President" and any terms used herein but not defined herein
shall have the meanings given to them in the Indenture referred to below) of
the Company be, and each of them hereby is, authorized and empowered, in the
name and on behalf of the Company, to sign as required and cause to be filed
with the Commission any and all amendments (including, without limitation,
post-effective amendments) to the above-mentioned Registration Statement, any
prospectus supplements, including, without limitation, a prospectus supplement
describing the terms and provisions of the Notes, as such term is defined
below, and the offer and sale thereof, and any additional documents which any
such officer may deem necessary or desirable, such amendments and such
documents to be in such forms as the officer executing or filing the same
shall approve, such approval to be conclusively evidenced by his execution or
filing thereof; and be it
2. Authorization of Notes.
FURTHER RESOLVED, that, upon receipt of the purchase price therefor
hereinafter specified, the Company issue, sell and deliver $200,000,000
aggregate principal amount of its 8 1/4% Senior Notes due January 15, 1998
(the "Notes"), to be issued as Registered Securities pursuant to the Senior
Indenture dated as of February 1, 1993, between the Company and Citibank,
<PAGE>
N.A., as Trustee (such Indenture as executed and delivered being herein
referred to as the "Indenture"); and be it
FURTHER RESOLVED, that all references in the definitions in the
Indenture to the terms "Security" or "Securities" shall be deemed to and shall
include the Notes; and be it
3. Terms of Notes.
FURTHER RESOLVED, that the Notes shall mature and the unpaid principal
thereon shall be payable on January 15, 1998; and be it
FURTHER RESOLVED, that the rate per annum at which interest shall be
payable on the Notes is hereby fixed at 8 1/4%, that interest on the Notes
shall accrue beginning January 13, 1995, that interest shall be payable semi-
annually on the Notes on January 15 and July 15 each year beginning July 15,
1995, and that the Regular Record Date for the payment of such interest shall
be the January 1 or July 1 immediately preceding each such January 15 or July
15, as the case may be, and otherwise as provided in the Indenture; and be it
FURTHER RESOLVED, that no sinking fund shall be provided for the Notes
and that the Notes shall not be redeemable at the option of the Company or
repayable at the option of the holders thereof prior to maturity; and be it
FURTHER RESOLVED, that the purchase price for the Notes to be paid to
the Company by Salomon Brothers Inc, Donaldson, Lufkin & Jenrette Securities
Corporation, PaineWebber Incorporated and Prudential Securities Incorporated,
the Underwriters of the Notes (the "Underwriters"), pursuant to the Pricing
Agreement relating thereto hereinafter referred to, including the Underwriting
Agreement attached thereto, shall be 99.821% of the principal amount of the
Notes, plus accrued interest, if any, from January 13, 1995; and be it
FURTHER RESOLVED, that the initial price to the public of the Notes
shall be 100% of the principal amount of the Notes, plus accrued interest, if
any, from January 13, 1995; and be it
FURTHER RESOLVED, that pursuant to Section 203 of the Indenture, the
Notes are to be issuable in permanent global form without coupons, that the
aggregate amount of Outstanding Securities represented thereby may from time
to time be increased or reduced to reflect exchanges and that the U.S.
Depository with respect to the Notes shall initially be The Depository Trust
Company; and be it
FURTHER RESOLVED, that the form, terms and provisions relating to the
Notes to be established pursuant to Section 301 of the Indenture, and the form
of Notes relating thereto to be established pursuant to Section 201 of the
Indenture, submitted to this meeting, completed in accordance with the
foregoing resolutions and with such changes therein, additions thereto and
deletions therefrom as the officers executing the same shall approve, the
approval of such officers to be conclusively evidenced by their execution and
delivery thereof, be, and they hereby are, approved; and be it
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4. Officers' Certificate and Company Order.
FURTHER RESOLVED, that the Chairman, the President or any Vice
President, together with the Treasurer, any Assistant Treasurer, the Secretary
or any Assistant Secretary of the Company be, and they hereby are, authorized
and empowered, in the name and on behalf of the Company, to execute, seal,
acknowledge and deliver an Officers' Certificate and a Company Order relating
to the Notes pursuant to Sections 301 and 303 of the Indenture, in such forms
and in such number of counterparts as the officers so acting shall approve,
the approval of such officers to be conclusively evidenced by their execution
and delivery thereof; and be it
5. Paying Agent.
FURTHER RESOLVED, that Citibank, N.A. be, and it hereby is, designated
and appointed Paying Agent with respect to the Notes at its Corporate Trust
Office pursuant to Section 1002 of the Indenture; and be it
6. Execution of Notes.
FURTHER RESOLVED, that the Chairman, the President or any Vice President
of the Company be, and each of them hereby is, authorized and empowered, in
the name and on behalf of the Company, to execute and deliver under the
corporate seal attested to by the Treasurer or Secretary of the Company or one
of its Assistant Treasurers or Assistant Secretaries the Notes as authorized
above in substantially such form, completed in accordance with the foregoing
resolutions and with such changes therein, additions thereto and deletions
therefrom as the officers executing the same shall approve, the approval of
such officers to be conclusively evidenced by their execution and delivery
thereof; and be it
7. Pricing Agreement.
FURTHER RESOLVED, that the form, terms and provisions of the Pricing
Agreement, including the Underwriting Agreement attached thereto, relating to
the Notes, among the Company and the Underwriters, copies of which Pricing
Agreement were submitted to this meeting, be, and they hereby are, approved,
and the Chairman, the President, any Vice President, the Treasurer or any
Assistant Treasurer be, and each of them hereby is, authorized and empowered,
in the name and on behalf of the Company, to execute and deliver, in such
number of counterparts as the officer so acting deems advisable, a Pricing
Agreement relating to the Notes in substantially the form presented to this
meeting, completed in accordance with the foregoing resolutions and with such
changes therein, additions thereto and deletions therefrom as the officer
executing the same shall approve, the approval of such officer to be
conclusively evidenced by his execution and delivery thereof (such Pricing
Agreement, as executed and delivered, being herein referred to as the "Pricing
Agreement"); and be it
8. Letter of Representations.
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<PAGE>
FURTHER RESOLVED, that the form, terms and provisions of the Letter of
Representations relating to certain matters arising in connection with the
issuance of the Notes, among the Company, the Trustee and The Depository Trust
Company, copies of which Letter of Representations were submitted to this
meeting, be, and they hereby are, approved, and the Chairman, the President,
any Vice President, the Treasurer or any Assistant Treasurer be, and each of
them hereby is, authorized and empowered, in the name and on behalf of the
Company, to execute and deliver, in such number of counterparts as the officer
so acting deems advisable, the Letter of Representations in substantially the
form presented to this meeting, with such changes therein, additions thereto
and deletions therefrom as the officer executing the same shall approve, such
approval to be conclusively evidenced by their execution and delivery thereof;
and be it
9. Miscellaneous.
FURTHER RESOLVED, that each of the officers of the Company be, and each
of them acting alone hereby is, authorized and empowered, in the name and on
behalf of the Company, to take, or cause to be taken, any and all action which
such officer may deem necessary or desirable to carry out the purposes and
intent of the foregoing resolutions and to perform, or cause to be performed,
the obligations of the Company under the Notes, the Indenture, the Pricing
Agreement and the Letter of Representations.
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<PAGE>
ANNEX 4(B)
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK (THE
"DEPOSITORY"), TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND UNLESS ANY CERTIFICATE ISSUED UPON SUCH
TRANSFER OR EXCHANGE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED PRINCIPAL AMOUNT
No. ___ $___________
CUSIP: 02635K BU 7
GLOBAL SECURITY
AMERICAN GENERAL FINANCE CORPORATION
8 1/4% SENIOR NOTE DUE JANUARY 15, 1998
AMERICAN GENERAL FINANCE CORPORATION, a corporation duly organized and
existing under the laws of the State of Indiana (the "Company", which term
includes any successor corporation under the Indenture referred to herein),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of ________________________ DOLLARS on January 15,
1998 (the "Maturity Date") and to pay interest thereon from January 13, 1995,
or from the most recent Interest Payment Date (hereinafter defined) to which
interest has been paid or duly provided for, semiannually in arrears on
January 15 and July 15 (each an "Interest Payment Date") in each year
commencing on July 15, 1995, and on the Maturity Date, at the rate of 8 1/4%
per annum, until the principal hereof is paid or duly provided for.
Interest payments on this Note will be computed on the basis of a 360-day
year consisting of twelve 30-day months. If any date for the payment of
principal, premium, if any, or interest on this Note (each a "Payment Date")
falls on a day which is not a Business Day (as defined below), the principal,
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premium, if any, or interest payable with respect to such Payment Date will be
paid on the next succeeding Business Day with the same force and effect as if
made on such Payment Date, and no interest shall accrue on the amount so
payable for the period from and after such Payment Date. "Business Day" means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in The City of New York are authorized or obligated
by law or executive order to close.
The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered in the Security Register at
the close of business on the Regular Record Date for such interest payment,
which shall be the January 1 or July 1 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for shall forthwith cease to be payable to
the registered Holder on such Regular Record Date and may be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered in the Security Register at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Notes not less than ten
(10) days prior to such Special Record Date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.
Payment of the principal, premium, if any, and interest on this Note will
be made in immediately available funds at the office or agency of the Company
maintained for such purpose in The City of New York, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts.
Reference is hereby made to the further provisions of this Note set forth
after the Trustee's Certificate of Authentication, which further provisions
shall for all purposes have the same effect as if set forth at this place.
Unless the Certificate of Authentication hereon has been executed by
Citibank, N.A., the Trustee under the Indenture, or its successor thereunder,
by the manual signature of one of its authorized signatories, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.
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<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and its corporate seal or a facsimile
thereof to be imprinted hereon.
AMERICAN GENERAL FINANCE CORPORATION
[Seal]
By: _________________________________
Philip M. Hanley
Senior Vice President and Chief
Financial Officer
By: _________________________________
Bryan A. Binyon
Treasurer
Date: January 13, 1995
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated herein referred to in the within-
mentioned Indenture.
CITIBANK, N.A., as Trustee
By: ________________________________
Authorized Signatory
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<PAGE>
AMERICAN GENERAL FINANCE CORPORATION
8 1/4% SENIOR NOTE DUE JANUARY 15, 1998
This 8 1/4% Senior Note due January 15, 1998 (collectively, the "Notes")
is one of a duly authorized issue of senior debt securities (hereinafter
called the "Securities") of the Company, issued and to be issued in one or
more series under a Senior Indenture dated as of February, 1, 1993 (herein
called the "Indenture") between the Company and Citibank, N.A., as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto and
the Officers' Certificate setting forth the terms of this series of Securities
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and
the Holders, and the terms upon which the Notes are, and are to be,
authenticated and delivered.
The Notes are not subject to redemption, as a whole or in part, at the
option of the Company or repayment at the option of the Holder prior to the
Maturity Date.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect and subject to the conditions provided in the
Indenture.
Subject to certain exceptions, the Indenture permits the Company and the
Trustee to enter into one or more supplemental indentures, with the consent of
the Holders of not less than 66-2/3% in principal amount of the Outstanding
Securities of each series to be affected by such supplemental indentures, for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of modifying in any
manner the rights of the Holders of Securities of such series. The Indenture
also permits the Holders of not less than a majority in principal amount of
the Outstanding Securities of any series, on behalf of the Holders of all the
Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note
shall be conclusive and binding upon such Holder and upon all future Holders
of this Note and of any Note issued upon the registration of transfer hereof
or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the times, places and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture, and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security
Register of the Company upon surrender of this Note for registration of
transfer at the office or agency of the Company maintained for such purpose,
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<PAGE>
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or by his attorney duly authorized in writing, and thereupon one
or more new Notes having the same terms as this Note, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture, and subject to certain limitations therein or herein set forth,
this Note is exchangeable for a like aggregate principal amount of Notes of
different authorized denominations, having the same terms as this Note.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered in the Security Register as the
owner hereof for all purposes, whether or not any payment with respect to this
Note be overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.
All capitalized terms used in this Note but not defined in this Note
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture; and all references in the Indenture to "Security" or
"Securities" shall be deemed to include the Notes.
THIS NOTE, INCLUDING THE VALIDITY HEREOF, AND THE INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF INDIANA,
EXCEPT THAT THE RIGHTS, LIMITATIONS OF RIGHTS, OBLIGATIONS, DUTIES AND
IMMUNITIES OF THE TRUSTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the first
page of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations.
UNIF GIFT MIN ACT -- ______________________________________________
(Cust)
Custodian ______________________________________________
(Minor)
Under Uniform Gifts to Minors Act
______________________________________________
(State)
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
Additional abbreviations may also be used though not in the above
list.
_________________________________________________
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<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________________________________________________
Please print or typewrite name and address including postal zip code and
telephone number of assignee
_____________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________________________________________________attorney to
transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: ________________________ _________________________________
NOTICE: The signature on this
assignment must correspond with
the name as written upon the face
of the within instrument in every
particular, without alteration or
enlargement or any change
whatever.
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BAKER & DANIELS
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204
(317) 237-0300
January 9, 1995
American General Finance Corporation
601 N.W. Second Street
Evansville, Indiana 47708
Re: 8-1/4% Senior Notes due January 15, 1998
Ladies and Gentlemen:
We have acted as counsel to American General Finance
Corporation, an Indiana corporation (the "Company"), in
connection with the issuance and sale by the Company of
$200,000,000 aggregate principal amount of the Company's 8-1/4%
Senior Notes due January 15, 1998 (the "Notes"), including the
preparation of:
(a) The Company's Registration Statement on Form S-3
(Registration No. 33-57910) (the "Registration Statement"),
including the Prospectus, dated March 1, 1993, constituting a
part thereof (the "Prospectus").
(b) The Pricing Agreement, dated January 6, 1995, including
the Underwriting Agreement incorporated therein, among the
Company and the underwriters of the Notes (together, the "Pricing
Agreement").
(c) The Senior Indenture, dated as of February 1, 1993,
between the Company and Citibank, N.A., as Trustee, pursuant to
which the Notes are to be issued (the "Indenture").
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
have deemed advisable; and we have made such examination of
statutes and decisions and reviewed such questions of law as we
have considered necessary or appropriate. In our examination, 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.
<PAGE>
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 issuance of the Notes has been duly authorized by
all necessary corporate action of the Company and, when the Notes
have been duly executed, authenticated, sold and delivered in
accordance with the terms of the Indenture and as described in
the Registration Statement and in the Pricing Agreement, 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
Securities Act of 1933, as amended, or the rules or regulations
of the Securities and Exchange Commission thereunder.
Yours very truly,
/s/ BAKER & DANIELS
<PAGE>
