_____________________________________________________________________________
_____________________________________________________________________________
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): November 16, 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 November 16, 1995, American General Finance Corporation (the
"Company") increased from $500,000,000 to $800,000,000 the aggregate principal
amount of the Company's Medium-Term Notes, Series D (the "Notes") authorized
to be issued under the Company's previously filed Registration Statement on
Form S-3 (Registration No. 33-55803) (the "Registration Statement") and the
related Prospectus dated December 14, 1994 and Prospectus Supplement dated
February 13, 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 Resolutions 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.
<PAGE>
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: November 16, 1995 By: /S/ GEORGE W. SCHMIDT
Controller and Assistant Secretary
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4 Resolutions 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.
<PAGE>
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 at
a meeting duly called and held on November 15, 1995, at which meeting a quorum
was present and acting throughout, and that 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: November 16, 1995
/S/ OTTO B GERLACH III
Otto B Gerlach III
Assistant Secretary
<PAGE>
AMERICAN GENERAL FINANCE CORPORATION
DATE: November 15, 1995
SUBJECT: Meeting of Terms And Pricing Committee of the Board of
Directors
PURPOSE: The purpose of these resolutions is to rescind and restate
the resolutions increasing the aggregate principal amount of
the Company's Medium-Term Notes, Series D
RESOLUTIONS REGARDING INCREASE IN MEDIUM-TERM NOTE PROGRAM
WHEREAS, by resolutions adopted at the meeting of this Committee held on
December 1, 1994, this Committee authorized and approved the creation and
execution by the Company of a series of debt securities titled Medium-Term
Notes, Series D (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, by resolutions adopted at the meeting of this Committee held on
September 26, 1995, this Committee approved an increase in the aggregate
principal amount of the Notes authorized to be authenticated and delivered to
a total aggregate principal amount of $1,000,000,000 (such resolutions being
referred to hereinafter as the "Original Increase Resolutions"); and
WHEREAS, this Committee deems it desirable and in the best interests of
the Company to rescind and restate the Original Increase Resolutions;
NOW, THEREFORE, BE IT RESOLVED, that the Original Increase Resolutions
be, and they hereby are, rescinded and restated in their entirety, as set
forth below:
1. Increase in Authorized Amount of Notes.
FURTHER 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
$800,000,000; 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
<PAGE>
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
SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
November 16, 1995
American General Finance Corporation
601 N.W. Second Street
Evansville, Indiana 47708
Re: Medium-Term Notes, Series D,
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
Ladies and Gentlemen:
We have acted as counsel for American General Finance
Corporation, an Indiana corporation (the "Company"), in connection with the
issuance and sale by the Company of up to $800,000,000 aggregate principal
amount of the Company's Medium-Term Notes, Series D, due nine months or
more from date of issue (the "Notes"), including the preparation of:
(a) The Company's Registration Statement on Form S-3,
Registration No. 33-55803 (the "Registration Statement"), and the
Prospectus constituting a part thereof, dated December 14, 1994,
relating to the issuance from time to time of up to $2,000,000,000
aggregate principal amount of debt securities of the Company and
warrants to purchase such debt securities pursuant to Rule 415
promulgated under the Securities Act of 1933, as amended (the "1933
Act");
(b) The Prospectus Supplement, dated February 13, 1995 to the
above-mentioned Prospectus relating to the Notes and filed with the
Securities and Exchange Commission (the "Commission") pursuant to Rule
424 promulgated under the 1933 Act (the Prospectus dated December 14,
1994 and the Prospectus Supplement dated February 13, 1995, 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"); and
(c) The Indenture, dated as of October 1, 1994, between the
Company and The Chase Manhattan Bank (National Association), 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 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, 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, and by the Terms and Pricing Committee of the
Board of Directors, of the Company 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 as specified in the Indenture 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
