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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December
23, 1998
AMERICAN GENERAL FINANCE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Indiana 1-6155 35-0416090
State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) Number)
601 N.W. Second Street, Evansville, IN 47708
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code:
(812) 424-8031
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Item 5. Other Events.
On December 23, 1998, American General Finance Corporation
(the "Company") increased from $1,000,000,000 to
$1,450,000,000 the aggregate principal amount of the
Company's Medium-Term Notes, Series E (the "Notes")
authorized to be issued under the Company's previously filed
Registration Statement on Form S-3 (Registration
No. 333-28925) (the "Registration Statement") and the related
Prospectus dated July 2, 1997 and Prospectus Supplement dated
August 5, 1997.
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 authorizing the increased aggregate
principal amount of the Notes, certified by an
Assistant Secretary of the Company.
5 Opinion of Baker & Daniels, special counsel for
the Company, as to the legality of the Notes.
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SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
Report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: December 23, 1998
AMERICAN GENERAL FINANCE CORPORATION
By: /S/ GEORGE W. SCHMIDT
George W. Schmidt
Controller and Assistant Secretary
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EXHIBIT INDEX
Exhibit
Number Description
4(a) 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.
EXHIBIT 4(a)
CERTIFICATE
I, Patricia W. Neighbors, an Assistant Secretary of
American General Finance Corporation, an Indiana
corporation (the "Company"), do hereby certify that
attached hereto is a true copy of resolutions duly adopted
by a duly authorized and appointed committee of the Board
of Directors of the Company by unanimous written consent on
December 17, 1998, 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: December 23, 1998
/S/ PATRICIA W. NEIGHBORS
Patricia W. Neighbors
Assistant Secretary
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RESOLUTIONS REGARDING INCREASE IN MEDIUM-TERM NOTE PROGRAM
WHEREAS, by resolutions adopted at the meeting of this
Committee held on July 21, 1997, this Committee authorized
and approved the creation and execution by the Company of a
series of debt securities titled Medium-Term Notes, Series E
(the "Notes"); and this Committee resolved that the aggregate
principal amount of the Notes authorized to be authenticated
and delivered was $1,000,000,000 (such resolutions being
referred to hereinafter as the "Prior Resolutions"); and
WHEREAS, this Committee deems it desirable and in the
best interests of the Company to increase the aggregate
principal amount of the Notes authorized to be authenticated
and delivered;
1. Increase in Authorized Amount of Notes.
NOW, THEREFORE, BE IT RESOLVED, that this Committee
hereby authorizes and approves an increase in the aggregate
principal amount of the Notes authorized to be authenticated
and delivered to a total aggregate principal amount of
$1,450,000,000; and be it
2. Authentication and Delivery of Notes.
FURTHER RESOLVED, that the Authorized Officers for the
Notes hereby are authorized (a) to cause the Trustee for the
Notes to complete and authenticate Notes in such total
increased aggregate principal amount, and (b) to deliver such
authenticated Notes, all in accordance with the Prior
Resolutions, the Company Orders and the Administrative
Procedures relating thereto; and be it
3. Applicability of Prior Resolutions.
FURTHER RESOLVED, that the Prior Resolutions, except to
the extent modified or superseded hereby, shall apply in all
respects to such total increased aggregate principal amount
of Notes; and be it
4. Further Miscellaneous Authority.
FURTHER RESOLVED, that the appropriate officers of the
Company be, and each of them hereby is, authorized to do and
perform all such acts or things, and to execute, deliver and
file such documents or instruments, as each such officer may
deem necessary or appropriate in order to carry out fully the
purposes and intent of the foregoing resolutions.
BAKER & DANIELS
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204-1782
(317) 237-0300
FAX (317) 237-1000
www.bakerdaniels.com
EXHIBIT 5
December 23, 1998
American General Finance Corporation
601 N.W. Second Street
Evansville, Indiana 47708
Re: Medium-Term Notes, Series E,
Due Nine Months or More from Date of Issue
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
up to $1,450,000,000 aggregate principal amount of the
Company's Medium-Term Notes, Series E, 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. 333-28925) (the "Registration Statement"),
relating to debt securities and warrants to purchase debt
securities of the Company;
(b) the Prospectus, dated July 2, 1997, included in the
Registration Statement, as supplemented by the Prospectus
Supplement, dated August 5, 1997, relating to the Notes
(together, the "Prospectus"); and
(c) the Indenture, dated as of May 1, 1997, between the
Company and The First National Bank of Chicago, 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
Securities Act of 1933, as amended, or the rules or regulations
of the Securities and Exchange Commission thereunder.
Yours very truly,
/s/ BAKER & DANIELS
