AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1997
REGISTRATION NO. 333-28925
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AMERICAN GENERAL FINANCE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
INDIANA 35-0416090
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
------------------------
601 N.W. SECOND STREET
EVANSVILLE, INDIANA 47708
(812) 424-8031
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
GARY M. SMITH, ESQ.
AMERICAN GENERAL FINANCE CORPORATION
P.O. BOX 59
EVANSVILLE, INDIANA 47701
(812) 468-5655
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
DANIEL L. BOEGLIN, ESQ. JOHN H. NEWMAN, ESQ.
BAKER & DANIELS BROWN & WOOD LLP
300 NORTH MERIDIAN STREET, SUITE 2700 ONE WORLD TRADE CENTER
INDIANAPOLIS, INDIANA 46204 NEW YORK, NEW YORK 10048
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: from time
to time after the effective date of this Registration Statement as determined in
light of market conditions.
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. [X]
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. [X]
------------------------
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS WHICH ALSO
RELATES TO REGISTRATION STATEMENT NO. 33-57910 PREVIOUSLY FILED BY THE
REGISTRANT ON FORM S-3 AND DECLARED EFFECTIVE ON MARCH 1, 1993. THIS NEW
REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT NO. 33-57910 AND SUCH POST-EFFECTIVE AMENDMENT NO. 1
SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS OF THIS NEW
REGISTRATION STATEMENT AND IN ACCORDANCE WITH SECTION 8(c) OF THE SECURITIES ACT
OF 1933.
------------------------
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 SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE>
******************************************************************************
* *
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A *
* REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED *
* WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT *
* BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
* REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT *
* CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR *
* SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH *
* OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR *
* QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. *
* *
******************************************************************************
SUBJECT TO COMPLETION, DATED JULY 1, 1997
$3,050,000,000
AMERICAN GENERAL FINANCE CORPORATION
DEBT SECURITIES AND WARRANTS TO PURCHASE DEBT SECURITIES
------------------------
American General Finance Corporation (the "Company") may offer from time
to time, either jointly or separately, (i) up to $3,050,000,000 aggregate
principal amount of its debt securities (the "Debt Securities") and (ii)
warrants (without limitation as to number or offering price) to purchase such
Debt Securities (the "Warrants") (the Debt Securities and the Warrants being
herein referred to collectively as the "Securities"). The Debt Securities will
be direct, unsecured obligations of the Company and will rank equally with all
other unsecured and unsubordinated indebtedness of the Company. See
"Description of Debt Securities."
The Securities may be offered as separate series in amounts, at prices and
on terms to be determined at the time of sale. The title, aggregate principal
amount, initial public offering price, denominations, maturity, rate (which may
be fixed or variable) or amount and time of payment of any interest, any terms
for redemption at the option of the Company or repayment at the option of the
holder, any terms for sinking fund payments, any listing on a securities
exchange, any exercise provisions and any other terms in connection with the
offering and sale of the Securities in respect of which this Prospectus is being
delivered will be set forth in one or more supplements to this Prospectus (each,
a "Prospectus Supplement").
The Company may sell the Securities directly, through agents, underwriters
or dealers as designated from time to time, or through a combination of such
methods. If any such agents, underwriters or dealers are involved in the sale of
the Securities in respect of which this Prospectus is being delivered, the names
of such agents, underwriters or dealers and any applicable agent's commission,
underwriter's discount or dealer's purchase price and the net proceeds to the
Company from such sale will be set forth in, or may be calculated on the basis
set forth in, the applicable Prospectus Supplement. See "Plan of Distribution"
for possible indemnification arrangements for any such agents, underwriters and
dealers.
This Prospectus may not be used to consummate sales of the Securities
without delivery of one or more Prospectus Supplements.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS , 1997.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE OF THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information filed by the
Company may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's Regional Offices at 500 West Madison Street, Chicago,
Illinois 60661 and Seven World Trade Center, New York, New York 10048. Copies of
such materials may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates, or from the Commission's Web site at "http://www.gov". In addition,
such material may also be inspected and copied at the offices of The New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits thereto, referred to as
the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus, which constitutes part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is hereby made to the Registration Statement. Statements contained herein
concerning the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission are not
necessarily complete, and in each instance reference is made to the copy of such
document so filed. Each such statement is qualified in its entirety by such
reference.
INCORPORATION BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act (File No. 1-6155), are incorporated by
reference into this Prospectus and shall be deemed to be a part hereof:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997; and
(c) the Company's Current Reports on Form 8-K dated February 4, 1997,
April 23, 1997, June 18, 1997 and June 27, 1997.
Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Securities made hereby shall be deemed to
be incorporated by reference into this Prospectus and to be a part hereof from
the date of filing of such document.
Any statement contained herein, in a Prospectus Supplement or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of the Registration Statement and this
Prospectus to the extent that a statement contained herein, in a Prospectus
Supplement or in any subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Registration Statement or
this Prospectus.
The Company files with the Commission Annual Reports on Form 10-K
containing financial information that has been audited and reported upon, with
an opinion expressed, by independent auditors. Such Annual Reports are available
from the Company upon request.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the documents
which are incorporated herein by reference, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference into
such documents). Requests should be directed to the Company, 2929 Allen Parkway,
Houston, Texas 77019, Attention: Treasury Department, telephone (713) 522-1111.
2
<PAGE>
THE COMPANY
American General Finance Corporation is a financial services holding
company, the subsidiaries of which are engaged primarily in the consumer finance
and credit insurance business.
The Company was incorporated under the laws of the State of Indiana in 1927
as successor to a business started in 1920. All of the common stock of the
Company is owned by American General Finance, Inc. ("AGFI"), which was
incorporated under the laws of the State of Indiana in 1974. Since 1982, AGFI
has been a direct or indirect wholly-owned subsidiary of American General
Corporation ("AGC"), the parent company of one of the nation's largest
diversified financial services organizations. Headquartered in Houston, Texas,
AGC's operating subsidiaries are leading providers of retirement services,
consumer loans and life insurance. AGC, a Texas corporation, is the successor to
American General Insurance Company, an insurance company incorporated in Texas
in 1926.
At March 31, 1997, the Company and its subsidiaries had 1,335 offices in 39
states, Puerto Rico and the U.S. Virgin Islands. Total finance receivables, net
of unearned finance charges, at March 31, 1997 were $7.3 billion.
The principal executive offices of the Company are located at 601 N.W.
Second Street, Evansville, Indiana 47708, and its telephone number is (812)
424-8031.
USE OF PROCEEDS
Except as may otherwise be provided in an applicable Prospectus Supplement,
the net proceeds to be received by the Company from the sale of the Securities
being offered hereby will be used to repay borrowings incurred in, or to finance
the growth of receivables arising in connection with, the Company's consumer
finance operations or will be available for the purchase of receivables or for
other general corporate purposes. Pending the uses described above, such net
proceeds may be temporarily invested in short-term marketable securities.
3
<PAGE>
SELECTED FINANCIAL INFORMATION
The following selected financial information is derived from consolidated
financial statements of the Company and its subsidiaries which have been audited
by Ernst & Young LLP, independent auditors. The information should be read in
conjunction with the consolidated financial statements and related notes,
Management's Discussion and Analysis of Financial Condition and Results of
Operations and other financial information contained in the documents
incorporated or deemed to be incorporated herein by reference. See
"Incorporation by Reference."
(DOLLARS IN THOUSANDS)
YEARS ENDED DECEMBER 31,
----------------------------------------
1996 1995 1994
------------ ------------ ------------
SELECTED FINANCIAL INFORMATION
Revenues:
Finance charges............ $ 1,414,590 $ 1,489,466 $ 1,070,770
Insurance.................. 206,170 222,282 179,927
Other...................... 87,913 77,436 137,378
------------ ------------ ------------
Total revenues........ 1,708,673 1,789,184 1,388,075
------------ ------------ ------------
Expenses:
Interest expense........... 482,343 506,618 411,875
Operating expenses......... 497,204 466,399 334,467
Provision for finance
receivable losses........ 409,646 573,698 154,914
Loss on assets held for
sale..................... 137,036 -- --
Insurance losses and loss
adjustment expenses...... 102,811 116,829 97,893
------------ ------------ ------------
Total expenses........ 1,629,040 1,663,544 999,149
------------ ------------ ------------
Income before provision for
income taxes.................. 79,633 125,640 388,926
Provision for income taxes...... 28,674 33,347 145,626
------------ ------------ ------------
Net income............ $ 50,959 $ 92,293 $ 243,300
============ ============ ============
DECEMBER 31,
----------------------------------------
1996 1995 1994
------------ ------------ ------------
Finance receivables, net of unearned
finance charges.................... $ 7,443,321 $ 8,201,208 $ 7,906,677
Assets held for sale................. 668,707 -- --
Total assets......................... 9,502,589 9,485,477 8,918,698
Short-term debt...................... 3,015,920 2,330,471 2,630,463
Long-term debt....................... 4,416,637 4,935,894 4,265,226
Total shareholder's equity........... 1,334,923 1,448,496 1,328,017
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical consolidated ratios of
earnings to fixed charges of the Company and its subsidiaries for the periods
indicated:
THREE MONTHS
ENDED YEARS ENDED DECEMBER 31,
MARCH 31, ----------------------------------------
1997 1996 1995 1994 1993 1992
------------ ---- ---- ---- ---- ----
1.53 1.16 1.24 1.92 1.86 1.67
For purposes of computing the ratio of earnings to fixed charges, earnings
represent the aggregate of net income, provision for income taxes, cumulative
effect of accounting changes and fixed charges. Fixed charges represent interest
expense and implicit interest in rents.
4
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an Indenture dated as of May 1,
1997 (the "Indenture") between the Company and The First National Bank of
Chicago, as trustee (the "Trustee").
The form of the Indenture is filed as an exhibit to the Registration
Statement of which this Prospectus is a part. The statements and descriptions in
this Prospectus or in any Prospectus Supplement regarding provisions of the Debt
Securities and the Indenture are summaries thereof, do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all of the provisions of the Indenture and the Debt Securities, including
the definitions therein of certain terms. Certain capitalized terms used herein
are defined in the Indenture. Wherever particular sections of the Indenture or
terms that are defined in the Indenture are referred to herein or in a
Prospectus Supplement, it is intended that such sections or defined terms shall
be incorporated by reference herein or therein, as the case may be.
The Indenture allows for the issuance of Debt Securities denominated in
foreign currencies and/or in bearer form. The Company does not intend to issue
any such Debt Securities pursuant to this Prospectus. Accordingly, certain
provisions of the Indenture relating to such Debt Securities are not described
herein.
GENERAL
The Debt Securities will be direct, unsecured and unsubordinated
obligations of the Company, and may be issued in one or more series. The
particular terms of each series of Debt Securities, as well as any modifications
or additions to the general terms of the Debt Securities as described herein
which may be applicable in the case of a particular series of Debt Securities,
are described in the Prospectus Supplement relating to such series of Debt
Securities. Accordingly, for a description of the terms of a particular series
of Debt Securities, reference must be made to both the Prospectus Supplement
relating thereto and to the description of Debt Securities set forth in this
Prospectus.
Reference is made to the Prospectus Supplement for the terms of the
particular series of Debt Securities being offered thereby, including, but not
limited to, the following: (1) the title of such Debt Securities and the series
in which such Debt Securities shall be included; (2) any limit on the aggregate
principal amount of such Debt Securities; (3) the percentage of their principal
amount at which such Debt Securities will be issued and, in the case of Original
Issue Discount Securities, the principal amount thereof payable upon
acceleration of the maturity thereof; (4) the date or dates on which the
principal of such Debt Securities is payable or the manner in which such dates
are determined; (5) the rate or rates (which may be fixed or variable) or amount
or amounts per annum at which such Debt Securities will bear interest, if any,
or the method of determining such rates or amounts; (6) the date from which such
interest, if any, on such Debt Securities will accrue, the dates on which such
interest, if any, will be payable, the date on which payment of such interest,
if any, will commence and the record dates for such interest payment dates, if
any; (7) the places of payment (if other than Chicago and New York City) and the
places where such Debt Securities may be surrendered for registration of
transfer or exchange; (8) the terms of any mandatory or optional redemption
(including any sinking fund provisions or any provisions for repayment at the
option of a Holder or upon the occurrence of a specified event); (9) whether
such Debt Securities are to be issued initially or permanently in the form of a
global Debt Security and, if so, the identity of the Depository (hereinafter
defined) for such global Debt Security; (10) any deletions from, modifications
of or additions to the Events of Default or covenants of the Company with
respect to such Debt Securities; and (11) any other terms of such Debt
Securities. Debt Securities may also be issued under the Indenture upon the
exercise of Warrants. See "Description of Warrants."
The Indenture does not limit the aggregate principal amount of Debt
Securities that may be issued thereunder or of any particular series of such
Debt Securities and provides that the Debt Securities may be issued thereunder
from time to time in one or more series up to the aggregate principal amount
which may be authorized from time to time by the Company. (Section 301 of the
Indenture) All Debt Securities issued under the Indenture will rank equally and
ratably with any other Debt Securities issued thereunder. Because the Company is
a holding company, the right of the Company, and hence the right of creditors of
the Company (including the Holders of the Debt Securities), to participate in
any distribution of the assets of
5
<PAGE>
any subsidiary upon its liquidation or reorganization or otherwise is
necessarily subject to the prior claims of creditors of the subsidiary, except
to the extent that claims of the Company itself as a creditor of the subsidiary
may be recognized.
Unless the Prospectus Supplement relating to a particular series of Debt
Securities specifies otherwise, Debt Securities will be issued in denominations
of $1,000 and integral multiples thereof. No service charge will be made for any
transfer or exchange of Debt Securities, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. (Sections 302 and 305 of the Indenture)
Some of the Debt Securities may be issued under the Indenture as Original
Issue Discount Securities (bearing no interest or interest at a rate which at
the time of issuance is below market rates) to be sold at a discount below their
stated principal amount. Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount Securities will be
described in the Prospectus Supplement relating thereto.
Unless otherwise indicated in the Prospectus Supplement relating to a
particular series of Debt Securities, the principal of and any premium or
interest on Debt Securities issued in certificated form will be payable, and,
subject to certain limitations, the transfer of Debt Securities will be
registrable, at the offices of the Trustee designated for that purpose in
Chicago and New York City, provided that, at the option of the Company, interest
may be paid by check, wire transfer or any other means permitted in the form of
such Debt Securities. Unless otherwise indicated in an applicable Prospectus
Supplement, payment of any installment of interest on a Debt Security will be
made to the person in whose name such Debt Security is registered at the close
of business on the record date for such interest payment. In the case of global
Debt Securities (which will be registered in the name of the Depository or its
nominee), payment will be made to the Depository or its nominee in accordance
with the then-existing arrangements between the paying agent(s) for such global
Debt Securities and the Depository. See "-- Global Debt Securities." (Sections
305, 307 and 1002 of the Indenture)
The Indenture does not contain any provision that limits the ability of the
Company to incur indebtedness (either directly or through merger or
consolidation) or that would afford Holders of Debt Securities protection in the
event of a highly leveraged or similar transaction involving the Company, except
as described herein under "-- Limitations on Liens" and "-- Merger and
Consolidation." Reference is made to the Prospectus Supplement relating to the
series of Debt Securities offered thereby for information with respect to any
deletions from, modifications of, or additions to, the Events of Default or
covenants that may be included in the terms of such series of Debt Securities,
including any addition of a covenant or other provision providing event risk or
similar protection.
Under the Indenture, the Company will have the ability, in addition to the
ability to issue Debt Securities with terms different from those of Debt
Securities previously issued, to "reopen" a previous issue of a series of Debt
Securities and issue additional Debt Securities of such series.
LIMITATIONS ON LIENS
The Indenture provides that neither the Company nor a Subsidiary shall
create, assume or suffer to exist, except in favor of the Company or a
Wholly-owned Subsidiary, any Mortgage upon any of its or their property, without
equally and ratably securing the Debt Securities, but this restriction does not
apply to certain permitted encumbrances described in the Indenture, including,
without limitation, (a) Mortgages existing on May 1, 1997, (b) any Mortgages on
properties or assets, in addition to those otherwise permitted, securing
Indebtedness which at the time incurred does not, together with all other
Indebtedness so secured and not otherwise permitted, exceed in the aggregate 10%
of Consolidated Net Worth, (c) any Mortgages on properties or assets securing
Indebtedness of Subsidiaries, created in the ordinary course of business by such
Subsidiaries, if, as a matter of practice, such Subsidiaries prior to becoming
Subsidiaries had incurred Indebtedness on a secured basis, (d) purchase money
Mortgages on property acquired or constructed by the Company or any of its
Subsidiaries after May 1, 1997 to secure the purchase price thereof (or to
secure Indebtedness incurred for the purpose of financing the acquisition or
construction
6
<PAGE>
thereof), Mortgages existing on any property at the time of acquisition,
Mortgages existing on any property of any corporation at the time it becomes a
Subsidiary, and any Mortgage with respect to property acquired after May 1,
1997, in any amount (with respect to any Mortgage described in this clause (d))
not exceeding 75% of the cost of any property, including improvements thereon,
so acquired or constructed, (e) refundings or extensions of any permitted
Mortgage, and (f) any Mortgage created by the Company or any Subsidiary in
connection with a transaction intended by the Company or such Subsidiary to be
one or more sales of properties or assets of the Company or such Subsidiary;
provided that such Mortgage shall only apply to the properties or assets
involved in such sale or sales, the income therefrom and/or the proceeds
thereof. (Section 1007 of the Indenture) "Mortgage" means any mortgage,
pledge, lien, security interest, conditional sale or other title retention
agreement or other similar encumbrance. (Section 101 of the Indenture)
EVENTS OF DEFAULT, NOTICE AND WAIVER
Unless otherwise indicated in the Prospectus Supplement relating to a
particular series of Debt Securities, if an Event of Default with respect to any
Debt Securities of any series Outstanding under the Indenture shall occur and be
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the Debt Securities of that series Outstanding may declare, by notice
as provided in the Indenture, the principal amount (or such lesser amount as may
be provided for in the Debt Securities of that series) of all the Debt
Securities of that series Outstanding to be due and payable immediately;
provided, that in the case of an Event of Default involving certain events in
bankruptcy, insolvency or reorganization, acceleration is automatic; and,
provided further, that if all Events of Default with respect to Debt Securities
of that series shall have been cured, or waived as hereinafter provided, and all
amounts due otherwise than on account of such acceleration shall have been paid
or deposited with the Trustee, the Holders of a majority in aggregate principal
amount of the Debt Securities of that series then Outstanding may rescind and
annul such acceleration and its consequences. (Section 502 of the Indenture)
Upon acceleration of the Maturity of Original Issue Discount Securities, an
amount less than the principal amount thereof will become due and payable.
Reference is made to the Prospectus Supplement relating to any Original Issue
Discount Securities for the particular provisions relating to acceleration of
the Maturity thereof. Any past default under the Indenture with respect to Debt
Securities of any series, and any Event of Default arising therefrom, may be
waived by the Holders of a majority in aggregate principal amount of the Debt
Securities of such series Outstanding under the Indenture, except in the case of
(i) default in the payment of the principal of or any premium or interest on any
Debt Securities of such series or (ii) default in respect of a covenant or
provision which may not be amended or modified without the consent of the Holder
of each Outstanding Debt Security of such series affected. (Section 513 of the
Indenture)
Each of the following constitutes an Event of Default with respect to each
series of Debt Securities under the Indenture: (a) default in the payment of any
interest upon any Debt Security of such series when such interest becomes due
and payable, and continuance of such default for a period of 30 days; (b)
default in the payment of the principal of and any premium on any Debt Security
of such series when it becomes due and payable, whether at the Stated Maturity,
upon redemption or repayment, by acceleration or otherwise; (c) default in the
making of any sinking fund payment on any Debt Security of such series; (d)
default in the performance or breach of any covenant or warranty of the Company
contained in the Indenture for the benefit of such series or in the Debt
Securities of such series, and the continuance of such default or breach for 90
days after written notice has been given as provided in the Indenture; (e)
acceleration of the maturity of indebtedness for money borrowed of the Company
in a principal amount in excess of $25,000,000 if such acceleration is not
annulled or such indebtedness is not discharged within 15 days after written
notice as provided in the Indenture; (f) certain events in bankruptcy,
insolvency or reorganization; and (g) any other Event of Default provided with
respect to the Debt Securities of such series. (Section 501 of the Indenture)
The Trustee is required, within 90 days after the occurrence of a default
with respect to the Debt Securities of any series which is known to the Trustee
and is continuing (without regard to any grace period or notice requirements),
to give to the Holders of the Debt Securities of such series notice of such
default; provided, however, that, except in the case of a default in the payment
of the principal of or any premium or
7
<PAGE>
interest on any Debt Securities of such series or in the payment of any sinking
fund installment with respect to the Debt Securities of such series, the Trustee
shall be protected in withholding such notice if it in good faith determines
that the withholding of such notice is in the interests of the Holders of the
Debt Securities of such series; and provided further that, in the case of any
default referred to in clause (d) of the preceding paragraph with respect to the
Debt Securities of such series, no such notice to Holders shall be given until
at least 30 days after the occurrence thereof. (Section 602 of the Indenture)
The Trustee, subject to its duties during default to act with the required
standard of care, may require indemnification by the Holders of the Debt
Securities of any series with respect to which a default has occurred before
proceeding to exercise any right or power under the Indenture at the request of
the Holders of the Debt Securities of such series. (Sections 601 and 603 of the
Indenture) Subject to such right of indemnification and to certain other
limitations, the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of any series may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee with respect to the Debt
Securities of such series. (Section 512 of the Indenture)
No Holder of a Debt Security of any series may institute any action against
the Company under the Indenture (except actions for payment of overdue principal
of, premium, if any, or interest on such Debt Security) unless the Holders of at
least 25% in aggregate principal amount of the Debt Securities of that series
then Outstanding under the Indenture shall have requested the Trustee to
institute such action and offered to the Trustee reasonable indemnity against
the costs, expenses and liabilities to be incurred in compliance with such
request and the Trustee shall not have instituted such action within 60 days of
such request. (Sections 507 and 508 of the Indenture)
The Company is required to furnish annually to the Trustee statements as to
the Company's compliance with all conditions and covenants under the Indenture.
(Section 1005 of the Indenture)
MERGER AND CONSOLIDATION
The Company may consolidate with, merge with or into, or sell or convey all
or substantially all of its assets to, any other corporation, association,
company or business trust, provided that (a) (i) in the case of a merger, the
Company is the surviving company in the merger, or (ii) the entity surviving the
merger, formed by such consolidation or which acquires such assets shall be a
corporation, association, company or business trust organized and existing under
the laws of The United States of America or a state thereof and shall expressly
assume payment of the principal of and any premium and interest on the Debt
Securities and the performance and observance of all of the covenants of the
Indenture and the Debt Securities to be performed or observed by the Company and
(b) the Company or such successor entity, as the case may be, shall not
immediately thereafter be in default in the performance or observance of any
such covenant under the Indenture and the Debt Securities and shall not
immediately thereafter have outstanding (or otherwise be liable for) any
Indebtedness secured by a Mortgage not permitted by the provisions of the
Indenture relating to limitations on liens or shall have secured the Debt
Securities equally and ratably with (or prior to) any Indebtedness secured by
any Mortgage not so permitted. (Section 801 of the Indenture)
MODIFICATION AND WAIVER
Modification and amendment of the Indenture may be made by the Company and
the Trustee with the consent of the Holders of a majority in aggregate principal
amount of the Outstanding Debt Securities of each series affected thereby,
provided that no such modification or amendment may, without the consent of the
Holder of each Outstanding Debt Security affected thereby, (a) change the Stated
Maturity of the principal of, or any installment of principal of or interest on,
any Outstanding Debt Security; (b) reduce the principal amount of, or the rate
or amount of interest on, or any premium payable with respect to, any Debt
Security; (c) reduce the amount of principal of an Original Issue Discount
Security that would be due and payable upon acceleration of the Maturity thereof
or that would be provable in bankruptcy; (d) adversely affect any right of
repayment at the option of the Holder of any Debt Security; (e) change the
places or currency of payment of the principal of, or any premium or interest
on, any Debt Security; (f) impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity, or any date of
8
<PAGE>
redemption or repayment, thereof; (g) reduce the above-stated percentage in
aggregate principal amount of Outstanding Debt Securities of any series
necessary to modify or amend the Indenture with respect to such series or reduce
the percentage of Outstanding Debt Securities of any series necessary to waive
any past default or compliance with certain restrictive provisions to less than
a majority in aggregate principal amount of such series, or reduce certain
requirements of the Indenture for quorum or voting; or (h) modify the provisions
of the Indenture described in this paragraph or those regarding waiver of
compliance with certain provisions of, or certain defaults and their
consequences under, the Indenture, except to increase the percentage of
Outstanding Debt Securities necessary to modify and amend the Indenture or to
give any such waiver, and except to provide that certain other provisions of the
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Debt Security affected thereby. The Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of any series may
waive compliance by the Company with certain restrictive provisions applicable
to such series. (Sections 902 and 1008 of the Indenture)
Modification and amendment of the Indenture may be made by the Company and
the Trustee without the consent of any Holder of Outstanding Debt Securities,
for any of the following purposes: (a) to evidence the succession of another
corporation to the Company and the assumption of the covenants of the Company;
(b) to add to the covenants of the Company for the benefit of the Holders of all
or any series of Debt Securities or to surrender any right or power conferred
upon the Company; (c) to add any additional Events of Default with respect to
all or any series of Debt Securities; (d) to change or eliminate any
restrictions on the payment of the principal of or any premium or interest on
Debt Securities, to modify the provisions relating to global Debt Securities, or
to permit the issuance of Debt Securities in uncertificated form, provided any
such action does not adversely affect the interests of the Holders of the Debt
Securities of any series in any material respect; (e) to add to, change or
eliminate any provision of the Indenture, provided that such amendment shall
become effective only if there is no Outstanding Debt Security of any series
entitled to the benefit of such provision or such amendment does not apply to
any then Outstanding Debt Security; (f) to secure the Debt Securities pursuant
to the requirements of the Indenture or otherwise; (g) to establish the form or
terms of the Debt Securities of any series; (h) to provide for the acceptance of
appointment by a successor Trustee with respect to the Debt Securities of one or
more series and to add to or change any of the provisions as shall be necessary
to provide for or facilitate the administration of the trusts under the
Indenture by more than one Trustee; (i) to provide for the discharge of the
Indenture with respect to the Debt Securities of any series by the deposit of
monies or Government Obligations in trust; (j) to change the conditions,
limitations and restrictions on the authorized amount, terms or purposes of
issuance of the Debt Securities; or (k) to cure any ambiguity, defect or
inconsistency in the Indenture or to make any other provisions with respect to
matters or questions arising under the Indenture, provided such action does not
adversely affect the interests of the Holders of the Debt Securities of any
series in any material respect. (Section 901 of the Indenture)
SATISFACTION AND DISCHARGE
Unless the Prospectus Supplement relating to a particular series of Debt
Securities specifies otherwise, the Company and the Trustee, without the consent
of any Holder of Outstanding Debt Securities, may execute a supplemental
indenture to provide that the Company will be discharged from any and all
obligations in respect of the Debt Securities of any series (except for certain
obligations to register the transfer or exchange of Debt Securities, to replace
stolen, lost or mutilated Debt Securities, to maintain paying agencies and hold
moneys for payment in trust) on the 91st day after the irrevocable deposit with
the Trustee, in trust, of money or Government Obligations, or a combination
thereof, which through the payment of interest and principal thereof in
accordance with their terms will provide money in an amount sufficient to pay
the principal of, any premium and interest on, and any mandatory sinking fund
payments in respect of, the Debt Securities of such series on the dates such
payments are due in accordance with the terms of the Indenture and such Debt
Securities. Such a supplemental indenture may only be executed if certain
conditions have been satisfied, including that the Company has received from, or
there has been published by, the United States Internal Revenue Service a
ruling, or if there has been a change in the
9
<PAGE>
applicable federal income tax law, in either case, to the effect that such a
discharge will not cause the Holders of the Debt Securities of such series to
recognize income, gain or loss for federal income tax purposes; and the
provisions of such a supplemental indenture shall not be applicable to any
series of Debt Securities then listed on the New York Stock Exchange if the
provisions would cause the Outstanding Debt Securities of such series to be
delisted. (Section 901 of the Indenture)
The Indenture provides that, when the conditions set forth in Section 401
thereof have been satisfied with respect to a series of Debt Securities, upon
the request of the Company, the Indenture will cease to be of further effect
with respect to such series (except as to any surviving right of registration of
transfer or exchange of Debt Securities expressly provided for therein). Such
conditions include that (i) all Debt Securities of such series issued under the
Indenture either shall have been delivered to the Trustee for cancellation or
shall be due, or are to be called for redemption, within one year and (ii) with
respect to all Debt Securities of such series issued under the Indenture but not
previously delivered to the Trustee for cancellation, there shall have been
irrevocably deposited with the Trustee, in trust, money or Government
Obligations, or a combination thereof, which through the payment of interest and
principal thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of, and any premium and interest on, all such
Debt Securities on the dates such payments are due in accordance with the terms
of the Indenture and such Debt Securities. (Section 401 of the Indenture)
DEFEASANCE OF CERTAIN COVENANTS
Unless otherwise provided in the Prospectus Supplement relating to a series
of Debt Securities, the Company will have the option to omit to comply with the
covenants described under "-- Limitations on Liens" above, if applicable, and
any additional covenants not included in the original Indenture that may be
specified as applicable to such series in the Prospectus Supplement with respect
thereto. The Company, in order to exercise such option, will be required to
irrevocably deposit with the Trustee, in trust, money or Government Obligations,
or a combination thereof, which through the payment of interest and principal
thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of, any premium and interest on, and any
mandatory sinking fund payments in respect of, the Debt Securities of such
series on the dates such payments are due in accordance with the terms of the
Indenture and such Debt Securities. The Company will also be required to deliver
to the Trustee an Opinion of Counsel to the effect that the deposit and related
covenant defeasance will not cause the Holders of the Debt Securities of such
series to recognize income, gain or loss for federal income tax purposes. Such
covenant defeasance would not be available in certain circumstances, including,
with respect to any series of Debt Securities then listed on the New York Stock
Exchange, if such defeasance would cause the Outstanding Debt Securities of such
series to be delisted. (Section 1009 of the Indenture) The Prospectus Supplement
relating to a particular series of Debt Securities may describe further
provisions, if any, permitting such an omission to comply.
GLOBAL DEBT SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more global Debt Securities that will be deposited with, or on
behalf of, a depositary (the "Depository") relating to such series. Unless and
until it is exchanged in whole or in part for the individual Debt Securities
represented thereby, a global Debt Security may not be transferred except as a
whole among the Depository, any successor Depository and their respective
nominees.
The specific terms of the depository arrangement with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to
such series. Unless otherwise indicated in the applicable Prospectus Supplement,
the following provisions will apply to all depository arrangements.
Upon the issuance of a global Debt Security, the Depository for such global
Debt Security or its nominee will credit, on its book-entry registration and
transfer system, the respective principal amounts of the individual Debt
Securities represented by such global Debt Security to the accounts of persons
that have accounts with such Depository ("Participants"). Such accounts will
be designated by the underwriters or agents with respect to such Debt Securities
or by the Company if such Debt Securities are offered and sold directly by the
Company. Ownership of beneficial interests in a global Debt Security will be
limited to
10
<PAGE>
Participants or persons that may hold interests through Participants. Ownership
of beneficial interests in such global Debt Security will be shown on, and the
transfer of that ownership will be effected only through, records maintained by
the applicable Depository or its nominee (with respect to interests of
Participants) and the records of Participants (with respect to interests of
persons other than Participants). The laws of some states may require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limitation and such laws may impair the ability to
transfer beneficial interests in a global Debt Security.
So long as the Depository for a global Debt Security, or its nominee, is
the registered owner of such global Debt Security, such Depository or such
nominee, as the case may be, will be considered the sole owner or Holder of the
Debt Securities represented by such global Debt Security for all purposes under
the Indenture. (Section 308 of the Indenture) Except as provided below, owners
of beneficial interests in a global Debt Security will not be entitled to have
any of the individual Debt Securities of the series represented by such global
Debt Security registered in their names, will not receive or be entitled to
receive physical delivery of such Debt Securities in definitive form, and will
not be considered the owners or Holders thereof under the Indenture.
Payments of principal of, premium, if any, and interest, if any, on
individual Debt Securities represented by a global Debt Security registered in
the name of a Depository or its nominee will be made to the Depository or its
nominee, as the case may be, as the registered owner of the global Debt Security
representing such Debt Securities. Neither the Company, the Trustee, any Paying
Agent, nor the Security Registrar for such Debt Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of the global Debt
Security for such Debt Securities or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests. (Section 308 of the
Indenture)
The Company expects that the Depository for a series of Debt Securities, or
its nominee, upon receipt of any payment of principal, premium or interest in
respect of a global Debt Security representing any of such Debt Securities, will
immediately credit Participants' accounts with payments in amounts proportionate
to their respective beneficial interests in the principal amount of such global
Debt Security for such Debt Securities as shown on the records of such
Depository or its nominee. The Company also expects that payments by
Participants to owners of beneficial interests in such global Debt Security held
through such Participants will be governed by standing instructions and
customary practices, as is now the case with securities registered in "street
name." Such payments will be the responsibility of such Participants.
If the Depository for a series of Debt Securities is at any time unwilling,
unable or ineligible to continue as depositary and a successor depositary is not
appointed by the Company within 90 days or if the Company executes and delivers
to the Trustee a Company Order to the effect that a global Debt Security shall
be exchangeable for certificated Debt Securities or if an Event of Default has
occurred and is continuing with respect to a series of Debt Securities, the
Company will issue individual certificated Debt Securities of such series in
definitive form in exchange for the global Debt Security or Debt Securities
representing such series of Debt Securities. (Section 305 of the Indenture)
Accordingly, the Company may at any time and in its sole discretion, subject to
any limitations described in the Prospectus Supplement relating to such Debt
Securities, determine not to have any Debt Securities of a series represented by
one or more global Debt Securities and, in such event, will issue individual
certificated Debt Securities of such series in definitive form in exchange for
the global Debt Security or Debt Securities representing such series of Debt
Securities. In any such instance, the individual certificated Debt Securities of
such series issued by the Company will be issued to Participants, as directed by
the Depository or its nominee, or to the beneficial owners holding Debt
Securities of such series through such Participants, as directed by such
Participants, all in accordance with standing instructions and customary
practices, as is now the case with securities registered in "street name."
Certificated Debt Securities of such series so issued in definitive form will be
issued in denominations, unless otherwise specified by the Company, of $1,000
and integral multiples thereof.
11
<PAGE>
Unless otherwise provided in the Prospectus Supplement relating to a series
of Debt Securities, the Depository for each series of Debt Securities
represented by one or more global Debt Securities will be The Depository Trust
Company, New York, New York ("DTC"). DTC has advised the Company that it is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds Securities that its Participants deposit with DTC and facilitates the
settlement among Participants of securities transactions in deposited securities
through electronic computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
Participants include securities brokers and dealers (which may include the
underwriters, dealers or agents, if any, involved in the offering of the
Securities), banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its Participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. ("NASD"). Access to DTC's book-entry
system is also available to others, such as securities brokers and dealers,
banks, and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly. The rules
applicable to DTC and its Participants are on file with the Commission.
THE TRUSTEE UNDER THE INDENTURE
The Company and certain of its affiliates maintain banking and borrowing
relations with The First National Bank of Chicago.
The Indenture provides that an alternative Trustee may be appointed by the
Company with respect to any particular series of Debt Securities. Any such
appointment will be described in the Prospectus Supplement relating to such
series of Debt Securities.
The Trustee, prior to default, undertakes to perform only such duties as
are specifically set forth in the Indenture and, after default, is required to
exercise the same degree of care as a prudent individual would exercise in the
conduct of his or her own affairs. Subject to such provision, the Trustee is
under no obligation to exercise any of the rights or powers vested in it by the
Indenture at the request of any Holder of Debt Securities, unless offered
reasonable indemnity by such Holder against the costs, expenses and liabilities
which might be incurred thereby. The Trustee is not required to expend or risk
its own funds or otherwise incur financial liability in the performance of its
duties if the Trustee reasonably believes that repayment or adequate indemnity
is not reasonably assured to it. The Indenture contains other provisions
limiting the responsibilities and liabilities of the Trustee. (Sections 601 and
603 of the Indenture)
DESCRIPTION OF WARRANTS
The Company may issue, together with Debt Securities or separately,
Warrants for the purchase of Debt Securities. Each Warrant will entitle the
holder thereof to purchase Debt Securities of a particular series at such
exercise price as shall be set forth in, or be determinable as set forth in, the
Prospectus Supplement relating to the Warrants offered thereby. Warrants may be
issued independently or together with Debt Securities and may be attached to or
separate from such Debt Securities. Each series of Warrants may be issued under
a separate warrant agreement (each a "Warrant Agreement") to be entered into
between the Company and a bank or trust company designated in the applicable
Prospectus Supplement as warrant agent (the "Warrant Agent"). Each Warrant
Agent will act solely as the agent of the Company in connection with the
applicable Warrants and will not assume any obligation or relationship of agency
or trust for or with holders or beneficial owners of such Warrants.
If Warrants are offered, the applicable Prospectus Supplement will describe
the terms of such Warrants, the Warrant Agreement relating to such Warrants and
the certificates, if any, representing such Warrants, including the following,
where applicable: (1) the specific designation and number of such Warrants; (2)
the offering price, if any, of such Warrants; (3) the designation, aggregate
principal amount, denominations and terms of the Debt Securities purchasable
upon exercise of such Warrants and the
12
<PAGE>
procedures and conditions relating to the exercise of such Warrants; (4) the
designation and terms of any related Debt Securities with which such Warrants
are issued and the number of such Warrants issued with each such Debt Security;
(5) the date, if any, on and after which such Warrants and the related Debt
Securities will be separately transferable; (6) the principal amount of Debt
Securities purchasable upon exercise of each such Warrant and the price at which
such principal amount of Debt Securities may be purchased upon such exercise and
whether such Debt Securities may be purchased for consideration other than cash;
(7) the date on which the right to exercise such Warrants shall commence and the
date on which such right shall expire; (8) any redemption or call provisions
applicable to such Warrants; (9) if the Debt Securities purchasable upon
exercise of such Warrants are Original Issue Discount Securities, a discussion
of certain Federal income tax considerations applicable thereto; (10) the place
or places where the certificates, if any, representing such Warrants may be
transferred and registered; (11) information with respect to book-entry
procedures, if any; and (12) any other material terms of such Warrants.
PLAN OF DISTRIBUTION
GENERAL
The Company may sell Securities to or through underwriters or dealers;
directly to other purchasers; through agents; or through any combination of such
methods of sale. Any such underwriter, dealer or agent involved in the offer and
sale of the Securities being offered will be named in an applicable Prospectus
Supplement or Prospectus Supplements (including any Pricing Supplement or
Pricing Supplements).
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Securities, underwriters may receive
compensation from the Company or from purchasers of Securities for whom they may
act as agents, in the form of discounts, concessions or commissions.
Underwriters may sell Securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act as
agent. Underwriters, dealers and agents that participate in the distribution of
Securities may be deemed to be underwriters, and any discounts or commissions
received by them from the Company and any profit on the resale of Securities by
them may be deemed to be underwriting discounts and commissions, under the
Securities Act. Any compensation paid by the Company to underwriters, dealers or
agents in connection with the offering of the Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be described in an applicable Prospectus Supplement or Pricing Supplement.
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of Securities may be
entitled to indemnification by the Company against and/or contribution by the
Company toward certain liabilities, including liabilities under the Securities
Act, and to reimbursement for certain expenses.
Certain of the underwriters, dealers or agents and their associates may be
customers of, engage in transactions with and perform services for the Company
or one or more of its affiliates in the ordinary course of business.
The specific terms and manner of sale, including the place and time of
delivery, of the Securities in respect of which this Prospectus is being
delivered will be set forth or summarized in the applicable Prospectus
Supplement.
The Company has reserved the right to sell the Securities through American
General Securities Incorporated ("AGSI"), an affiliate of the Company which
may, as an agent acting on a best efforts basis, solicit offers to purchase the
Securities in those jurisdictions where it is authorized to do so. No
commissions will be payable to AGSI. AGSI is registered in all states and
primarily sells retail securities products (stocks, bonds, options, mutual
funds, variable insurance products and direct participation
13
<PAGE>
programs) through independent contractor registered representatives. AGSI also
underwrites certain variable insurance products issued by its parent company,
American General Life Insurance Company. To the extent AGSI participates in the
solicitation of offers to purchase the Securities, such solicitation will be
done by full-time employees of AGC who are registered representatives of AGSI.
These employees would not be compensated by AGSI but would receive their regular
salary for the performance of their duties with AGC. The Company intends to pay
all direct expenses associated with sales of Securities through AGSI. The
offering of the Securities will be conducted in compliance with any applicable
requirements of Conduct Rule 2720 of the NASD regarding the distribution by an
NASD member firm of the securities of an affiliate. In accordance with such
Rule, underwriters, dealers and agents who participate in the distribution of
Securities will not engage in transactions in Securities for any discretionary
account without the prior specific written approval of the customer.
DELAYED DELIVERY ARRANGEMENTS
If so indicated in a Prospectus Supplement, the Company will authorize
underwriters, dealers or other persons acting as the Company's agents to solicit
offers by certain institutions to purchase Securities from the Company pursuant
to contracts providing for payment and delivery on a future date. Institutions
with which such contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others, but in all cases such purchases by
institutions must be approved by the Company. The obligations of any purchaser
under any such contract will be subject to the condition that the purchase of
the Securities shall not at the time of delivery be prohibited under the laws of
the jurisdiction to which such purchaser is subject. The underwriters and such
other agents will not have any responsibility in respect of the validity or
performance of such contracts.
LEGAL OPINIONS
Unless otherwise indicated in a Prospectus Supplement, the validity of each
issue of the Securities will be passed upon for the Company by Baker & Daniels,
Indianapolis, Indiana, and certain legal matters relating to the Securities
offered hereby will be passed upon for any underwriters, dealers or agents of a
particular issue of Securities by Brown & Wood LLP, New York, New York. Brown &
Wood LLP may rely as to matters of Indiana law on the opinion of Baker &
Daniels. Tibor D. Klopfer, a partner of Baker & Daniels, is a director of AGF
Funding, Inc., an indirect wholly-owned subsidiary of the Company.
EXPERTS
The consolidated financial statements of the Company and its subsidiaries
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. See "Incorporation by Reference." Such consolidated financial
statements are, and audited consolidated financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of Ernst & Young LLP pertaining to such consolidated financial
statements (to the extent covered by consents filed with the Commission) given
upon the authority of such firm as experts in accounting and auditing.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
*1 Form of Underwriting Agreement (including form of Pricing
Agreement and Delayed Delivery Contract) relating to the Debt
Securities.
*4(a) Form of Indenture between the Company and The First National Bank
of Chicago, Trustee. The form or forms of Debt Securities with
respect to each particular offering will be filed as an exhibit to
a Current Report on Form 8-K and incorporated herein by reference.
*4(b) Form of Warrant Agreement, including forms of Warrant
Certificates.
*5 Opinion and consent of Baker & Daniels, special counsel for the
Company, as to the legality of the Securities.
*12 Computation of Ratio of Earnings to Fixed Charges.
*23(a) Consent of Baker & Daniels (contained in their opinion in Exhibit
5).
*23(b) Consent of Ernst & Young LLP, Independent Auditors.
*24 Powers of Attorney.
*25 Form T-1 Statement of Eligibility of The First National Bank of
Chicago, Trustee under the Indenture.
- ------------
* Previously filed.
II-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
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 REGISTRATION
STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF EVANSVILLE, STATE OF INDIANA, ON THE 1ST DAY OF
JULY, 1997.
AMERICAN GENERAL FINANCE CORPORATION
By JOHN S. POELKER
(JOHN S. POELKER, SENIOR VICE
PRESIDENT AND
CHIEF FINANCIAL OFFICER)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED ON JULY 1, 1997.
Signature Title
--------- -----
Chief Executive
FREDERICK W. GEISSINGER* Officer, President and Director
(FREDERICK W. GEISSINGER) (principal executive officer)
Senior Vice President and Chief
JOHN S. POELKER Financial Officer and Director
(JOHN S. POELKER) (principal financial officer)
Controller and
GEORGE W. SCHMIDT* Assistant Secretary
(GEORGE W. SCHMIDT) (principal accounting officer)
JAMES S. D'AGOSTINO, JR.* Director
(JAMES S. D'AGOSTINO, JR.)
ROBERT M. DEVLIN* Director
(ROBERT M. DEVLIN)
JERRY L. GILPIN* Director
(JERRY L. GILPIN)
PHILIP M. HANLEY* Director
(PHILIP M. HANLEY)
BENNIE D. HENDRIX* Director
(BENNIE D. HENDRIX)
LARRY R. KLAHOLZ* Director
(LARRY R. KLAHOLZ)
JON P. NEWTON* Director
(JON P. NEWTON)
DAVID C. SEELEY* Director
(DAVID C. SEELEY)
*By GARY M. SMITH
(GARY M. SMITH, ATTORNEY-IN-FACT)
II-2
