PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 2, 1997)
$200,000,000
AMERICAN GENERAL FINANCE CORPORATION
5.80% SENIOR NOTES DUE MARCH 15, 2002
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INTEREST PAYABLE ON MARCH 15 AND SEPTEMBER 15
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WE WILL NOT REDEEM THE NOTES PRIOR TO MATURITY.
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PRICE 99.890% AND ACCRUED INTEREST, IF ANY
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<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS COMPANY
------------- -------------- --------------------
<S> <C> <C> <C>
PER NOTE................................ 99.890% .024% 99.866%
TOTAL................................... $199,780,000 $48,000 $199,732,000
</TABLE>
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT
APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
MORGAN STANLEY & CO. INCORPORATED EXPECTS TO DELIVER THE NOTES TO PURCHASERS ON
MARCH 12, 1999.
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MORGAN STANLEY DEAN WITTER
MARCH 9, 1999
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
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Description of Notes .................................................... S-3
The Underwriter ......................................................... S-4
PROSPECTUS
Available Information ................................................... 2
Incorporation by Reference .............................................. 2
The Company ............................................................. 3
Use of Proceeds ......................................................... 3
Selected Financial Information .......................................... 4
Ratio of Earnings to Fixed Charges ...................................... 4
Description of Debt Securities .......................................... 5
Description of Warrants ................................................. 12
Plan of Distribution .................................................... 13
Legal Opinions .......................................................... 14
Experts ................................................................. 14
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You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus dated
July 2, 1997. We have not authorized anyone to provide you with information
different from that contained in this prospectus supplement and the accompanying
prospectus. We are offering to sell, and seeking offers to buy, only the notes
described in this prospectus supplement and the accompanying prospectus, and we
are offering to sell and seeking offers to buy these notes only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus supplement is accurate only as of the date of this prospectus
supplement, regardless of the time of delivery of this prospectus supplement or
any sale of the notes. In this prospectus supplement, the "Company," "we,"
"us" and "our" refer to American General Finance Corporation.
S-2
<PAGE>
DESCRIPTION OF NOTES
THE FOLLOWING DESCRIPTION OF THE PARTICULAR TERMS OF THE NOTES OFFERED
HEREBY SUPPLEMENTS THE DESCRIPTION OF THE GENERAL TERMS AND PROVISIONS OF DEBT
SECURITIES SET FORTH IN THE PROSPECTUS UNDER THE CAPTION "DESCRIPTION OF DEBT
SECURITIES."
GENERAL
The Notes are to be issued as a series of Debt Securities under the
Indenture, which is more fully described in the prospectus. Certain terms used
herein are defined in the prospectus.
The Notes are to mature on March 15, 2002 and bear interest at the rate set
forth on the cover page of this prospectus supplement payable semi-annually on
March 15 and September 15, commencing September 15, 1999, to the registered
holders thereof on the preceding March 1 or September 1, as the case may be.
The Notes are not redeemable at the option of the Company or repayable at
the option of any holder prior to maturity.
The Notes will be issued as global Debt Securities. See "Description of
Debt Securities -- Global Debt Securities" in the accompanying prospectus. The
Depository Trust Company ("DTC") will be the Depository with respect to the
Notes. The Notes will be issued as fully-registered securities in the name of
Cede & Co., DTC's partnership nominee, and will be deposited with DTC.
BOOK-ENTRY NOTES
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
(including the underwriter), 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. 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.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the underwriter in immediately
available funds. All payments of principal and interest on the Notes will be
made by the Company in immediately available funds. The Notes will trade in
DTC's Same-Day Funds Settlement System until maturity, and secondary market
trading activity in the Notes will therefore be required by DTC to settle in
immediately available funds.
S-3
<PAGE>
THE UNDERWRITER
Under the terms and subject to the conditions contained in an underwriting
agreement (the "Underwriting Agreement"), Morgan Stanley & Co. Incorporated as
the underwriter has agreed to purchase, and the Company has agreed to sell to
the underwriter, $200,000,000 principal amount of the Notes.
The Underwriting Agreement provides that the obligation of the underwriter
to pay for and accept delivery of the Notes is subject to the approval of
certain legal matters by its counsel and to certain other conditions. The
underwriter is obligated to take and pay for all of the Notes if any are taken.
The Company has been advised by the underwriter that the underwriter
proposes to offer the Notes to the public initially at the public offering price
set forth on the cover page of this prospectus supplement and to certain dealers
at such price less a concession not in excess of .025% of the principal amount
per Note. The underwriter may allow and such dealers may reallow a discount not
in excess of .010% of the principal amount per Note on sales to certain other
dealers. After the initial public offering, the public offering price,
concession and discount may be changed.
The Notes are a new issue of securities with no established trading market.
The underwriter has informed the Company that it intends to make a market in the
Notes but is under no obligation to do so and such market making may be
terminated at any time without notice. Accordingly, there can be no assurance as
to the development or liquidity of any market for the Notes.
In order to facilitate the offering of the Notes, the underwriter may
engage in transactions that stabilize, maintain or otherwise affect the prices
of the Notes. Specifically, the underwriter may overallot in connection with the
offering, creating a short position in the Notes for its own account. In
addition, to cover overallotments or to stabilize the price of the Notes, the
underwriter may bid for, and purchase, the Notes in the open market. Finally,
the underwriting syndicate may reclaim selling concessions allowed to an
underwriter or dealer for distributing the Notes in the offering, if the
syndicate repurchases previously distributed Notes in transactions to cover
syndicate short positions, in stabilization transactions or otherwise. Any of
these activities may stabilize or maintain the market prices of the Notes above
independent market levels. The underwriter is not required to engage in these
activities, and may end any of these activities at any time.
From time to time, the underwriter and certain of its affiliates and
associates have engaged and may engage in transactions with, and/or perform
services, including investment banking and general financing and banking
services, for the Company and its affiliates in the ordinary course of business.
The Company has agreed to indemnify the underwriter against certain
liabilities including civil liabilities under the Securities Act of 1933, as
amended, or contribute to payments which the underwriter may be required to make
in respect thereof.
Expenses payable by the Company are estimated at $150,000, excluding
underwriting discounts and commissions.
S-4
