Registration No.
33-47865
Filed Pursuant
To Rule 424(b)(3)
___________________________
PROSPECTUS $90,000,000 | Supplement dated July 5, |
| 1995 to Prospectus dated |
AMERICAN GENERAL FINANCE, INC. | September 22, 1992. |
| Investment Notes Series G |
Investment Notes, Series G |___________________________|
Becoming due, and bearing interest rates, at the option of the initial
purchaser, as follows:
EFFECTIVE ANNUAL YIELD IF
INTEREST RATE INTEREST COMPOUNDED QUARTERLY
MATURITIES PER ANNUM AND PAID AT MATURITY
- ------------------------- -------------- --------------------------
2 years from Issue Date 6.25% 6.39%
3 years from Issue Date 6.50% 6.66%
4 years from Issue Date 6.60% 6.76%
5 years from Issue Date 6.75% 6.92%
Effective January 1, 1993, the tax withholding percentage set forth under
"Description of Notes - Certain Federal Income Tax Matters -- Backup Withholding
on Interest" has been increased from 20% to 31%.
The Notes offered hereby are general, unsecured obligations of the Company.
At the option of the initial purchaser, interest will be payable quarterly, at
maturity only, or, if the Note is in a denomination of $5,000 or more, monthly.
If interest is payable at maturity only, interest at the stated rate will be
compounded quarterly. See "Description of Notes -- Certain Federal Income Tax
Matters." The Notes are being issued only in fully registered form in
denominations of $1,000 or more approved by the Company. Transfers of Notes will
be registrable without service charge. NOTES MAY BE REDEEMED AT THE ELECTION OF
A HOLDER ONLY IN THE EVENT OF DEATH OR INSOLVENCY. SEE "DESCRIPTION OF NOTES --
REDEMPTION PROVISIONS."
The interest of the Company as a stockholder in its subsidiaries is
subordinated to the rights of the holders of the debt and preferred stock of
such subsidiaries. As a result, the Notes offered hereby will be junior to such
debt and preferred stock, of which $5,250,719,000 was outstanding at December
31, 1991.
================================================================================
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
- --------------------------------------------------------------------------------
Per Note........ 100% 0.2%-1.0% 99.8%-99.0%
- --------------------------------------------------------------------------------
Total maximum... $90,000,000 $180,000 to $900,000 $89,820,000 to $89,100,000
================================================================================
(1) Commissions based upon the amount and maturity of each Note sold will be
paid by the Company to AGF Investment Corp., a wholly-owned subsidiary of
the Company. AGF Investment Corp. may from time to time be engaged in
various capacities in connection with the offer and sale of securities
issued by the Company or its affiliates. See "Plan of Distribution of
Notes."
(2) The net proceeds to the Company will be 99.0%, 99.1%, 99.2%, 99.3%, 99.4%,
99.5%, 99.6%, 99.7% and 99.8% of the principal amount of the Notes for
maturities of 10, 9, 8, 7, 6, 5, 4, 3 and 2 years, respectively. Not all
maturities may be offered at any particular time. The amount of proceeds to
the Company is further subject to the deduction of aggregate issuance and
distribution expenses estimated at $260,000. The Notes are sold on a best
efforts basis. There is no assurance as to the amount of proceeds to be
received and no minimum amount of the offering is required to be sold. No
arrangements have been made to place any of the proceeds of the offering in
an escrow, trust or similar arrangement.
-----------------
THE NOTES ARE BEING OFFERED ON A CONTINUING BASIS FOR SALE DIRECTLY TO
INVESTORS THROUGH AGF INVESTMENT CORP. THE BUSINESS OF AGF INVESTMENT CORP., A
WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, IS RESTRICTED TO TRANSACTIONS IN DEBT
SECURITIES ISSUED BY THE COMPANY AND ITS AFFILIATES. THE YIELD ON THE NOTES AND
THE OTHER TERMS OF THE OFFERING HAVE BEEN DETERMINED SOLELY BY THE COMPANY. THE
COMPANY RESERVES THE RIGHT TO WITHDRAW, CANCEL OR MODIFY THE OFFER MADE HEREBY
WITHOUT NOTICE, AND TO REJECT ANY ORDER IN WHOLE OR IN PART. THE COMPANY DOES
NOT EXPECT THAT THERE WILL BE A PUBLIC TRADING MARKET FOR THE NOTES.
CERTAIN TERMS OF THE NOTES OFFERED HEREBY MAY BE CHANGED AND ADDITIONAL
SERIES OF INVESTMENT NOTES MAY BE OFFERED BY THE COMPANY FROM TIME TO TIME, BUT
NO SUCH CHANGE SHALL AFFECT THE TERMS OF ANY NOTE PURCHASED PRIOR TO THE
EFFECTIVE DATE OF THE CHANGE.
-----------------
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 September 22, 1992
<PAGE>
THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH CAROLINA HAS NOT
APPROVED OR DISAPPROVED THIS OFFERING NOR HAS THE COMMISSIONER PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
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 Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices located at Suite 1400,
Northwestern Atrium Center, 500 Madison Street, Chicago, Illinois 60661-2511
and Room 1400, 75 Park Place, New York, New York 10007. Copies of such
materials may be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.
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 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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act (File No. 1-7422), are incorporated
herein by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991 and Amendment No. 1 thereto (which amendment was filed
for purposes of filing an amendment to the Company's By-Laws); and
(b) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1992 and June 30, 1992.
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 Notes made hereby shall be deemed to
be incorporated by reference into this Prospectus from the date of filing of
such document.
Any statement contained herein or in any supplement hereto 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
or in any supplement hereto 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.
2
The Company will provide without charge to each person 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, P.O. Box 59, Evansville, Indiana 47701-0059,
Attention: Treasury Department, Telephone (812) 424-8031.
THE COMPANY
American General Finance, Inc. is a financial services holding company
which owns all of the common stock of various thrift and loan institutions
(the "Thrift Subsidiaries") and of American General Finance Corporation.
American General Finance Corporation is also a holding company. Its
subsidiaries are engaged primarily in the consumer finance business (the
"Finance Subsidiaries") and related credit insurance operations. The credit
insurance operations are conducted by Merit Life Insurance Co. ("Merit") and
Yosemite Insurance Company ("Yosemite") as a part of the Company's consumer
finance business. The Thrift Subsidiaries also are engaged primarily in the
consumer finance business and funding for their operations includes public
deposits insured by the Federal Deposit Insurance Corporation (the "FDIC").
For further information regarding the business of the Company, see "Business".
Unless the context otherwise indicates, references to "AGFI" relate to
American General Finance, Inc., references to "AGFC" relate to American
General Finance Corporation and references to the "Company" relate to AGFI and
its subsidiaries, whether directly or indirectly owned.
As of December 31, 1991, the Company had 1,156 consumer finance and/or
thrift offices in 41 states, Puerto Rico and the Virgin Islands. Total finance
receivables, net of unearned finance charges, as of December 31, 1991 were
$5.9 billion.
AGFI was incorporated under the laws of the State of Indiana in 1974 to
become the parent holding company of AGFC. AGFC was incorporated under the
laws of the State of Indiana in 1927 as successor to a business started in
1920. Since 1982, AGFI has been a direct or indirect wholly-owned subsidiary
of American General Corporation ("American General"), a consumer financial
services organization incorporated in the State of Texas in 1980 as the
successor to American General Insurance Company, a Texas insurance company
incorporated in 1926.
The Investment Notes, Series G (the "Notes") are general, unsecured
obligations of AGFI. The Notes are not insured by the FDIC, and neither
American General nor AGFC is an obligor on or guarantor of the Notes.
Substantially all of AGFI's net worth consists of its ownership of its
subsidiaries; and AGFI's primary source of funds, other than borrowings, is
the receipt of dividends from those subsidiaries. The ability of those
subsidiaries to pay dividends to AGFI is subject to contractual and statutory
restrictions and to the prior rights of the holders of the debt and preferred
stock of those subsidiaries, of which approximately $5.3 billion was
outstanding at December 31, 1991; however, those subsidiaries in the past have
been able, and in the future are expected to continue to be able, to pay to
AGFI sufficient dividends to permit AGFI to meet its cash obligations,
including its obligations on the Notes.
The principal executive offices of the Company are located at P.O. Box 59,
Evansville, Indiana 47701-0059, and its telephone number at that address is
(812) 424-8031.
3
USE OF PROCEEDS
The Notes are being offered on a continuing basis for sale directly to
investors and there is no assurance that all of the Notes will be sold. The
net proceeds from the sale of the Notes are added to the general funds of AGFI
and may be used by AGFI to make advances to or investments in its
subsidiaries, to enter additional fields of business which AGFI considers
compatible with its present activities, to pay principal and interest on
outstanding indebtedness, for the purchase of receivables or for other general
corporate purposes. The amount of funds to be used for each such purpose is
not now determinable and may vary from time to time. AGFI has no immediate
plans to enter additional fields of business.
SELECTED FINANCIAL INFORMATION
The following selected financial information is derived from the
consolidated financial statements of the Company, which have been audited by
Ernst & Young, independent auditors. The information should be read in
conjunction with the consolidated financial statements, related notes, and
other financial information incorporated herein by reference.
YEAR ENDED DECEMBER 31,
--------------------------------------
1991 1990 1989
---------- ---------- ----------
(DOLLARS IN THOUSANDS)
SELECTED FINANCIAL INFORMATION
Total revenues ................... $1,141,662 $1,114,068 $1,072,817
Net income ....................... 135,020 121,925 86,107
Total assets ..................... 6,906,025 6,802,524 6,534,341
Long-term debt ................... 2,819,045 2,239,448 2,348,158
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges of the Company for the periods indicated:
SIX MONTHS
ENDED JUNE 30, YEAR ENDED DECEMBER 31,
-------------- ----------------------------------------
1992 1991 1990 1989 1988 1987
---- ---- ---- ---- ---- ----
1.6 1.5 1.4 1.3 1.4 1.5
For purposes of computing the ratio of earnings to fixed charges, earnings
represent income before income taxes and extraordinary item plus fixed
charges. Fixed charges represent interest expense, implicit interest in rents
and preferred dividends of subsidiary.
4
BUSINESS
The Company is engaged in the consumer finance and related credit
insurance business. The consumer finance operations are conducted by the
Company's consumer finance subsidiaries which consist of the Finance
Subsidiaries and the Thrift Subsidiaries. The credit insurance operations are
conducted by Merit and Yosemite.
CONSUMER FINANCE OPERATIONS
The Finance Subsidiaries and Thrift Subsidiaries make loans directly to
individuals, purchase retail sales contract obligations of individuals, and
offer credit card services.
In its lending operations, the Company generally takes a security interest
in real property and/or personal property of the borrower. Of the loans
outstanding at December 31, 1991, 90% were secured by such property. At
December 31, 1991, mortgage loans (generally second mortgages) accounted for
14% of the total number of loans outstanding and 62% of the aggregate dollar
amount of loans outstanding; compared to 15% and 64%, respectively, at
December 31, 1990. Loans secured by real property generally have maximum
original terms of 180 months. Loans secured by personal property or that are
unsecured generally have maximum original terms of 60 months.
The Company purchases retail sales contracts arising from the retail sale
of consumer goods and services. Retail sales contracts are secured by the real
property or personal property giving rise to the contract. Retail sales
contracts generally have a maximum original term of 60 months.
The Company provides various credit card services including the issuance
of MasterCard and Visa credit cards to individuals through direct mail
solicitation programs and manages private label credit card programs for
various business entities. Credit card receivables are all unsecured and
require minimum monthly payments based on current balances.
The spread between the rates charged in consumer finance operations and
the cost of borrowed funds is one of the major factors determining the
Company's earnings. The Company is limited by statute in most states to a
maximum rate which it may charge in its lending operations. A relatively high
ratio of borrowings to invested capital is customary in the consumer finance
industry and is an important element in profitable operations.
FINANCE RECEIVABLES
All data in this Prospectus on finance receivables (except as otherwise
indicated) is calculated on a net basis -- that is, after deduction of
unearned finance charges but before deduction of an allowance for finance
receivable losses.
The following table sets forth certain information concerning finance
receivables of the Company:
5
<PAGE>
FINANCE RECEIVABLES
YEAR ENDED DECEMBER 31,
------------------------------------
1991 1990 1989
---------- ---------- ----------
(1) Amount originated and renewed (in
thousands of dollars):
Loans:
Real estate ................... $ 825,067 $1,001,144 $1,018,200
Non-real estate ............... 1,647,277 1,486,459 1,509,345
Retail sales contracts ............ 711,206 743,008 658,542
Credit cards ...................... 471,325 404,535 415,829
---------- ---------- ----------
Total ............................. 3,654,875 3,635,146 3,601,916
Purchased (net of sales) ............ 213,925 236,083 73,175
---------- ---------- ----------
Total originated, renewed, and
purchased ......................... $3,868,800 $3,871,229 $3,675,091
========== ========== ==========
(2) Number originated and renewed:
Loans:
Real estate ................... 45,425 50,154 51,666
Non-real estate ............... 742,728 672,786 699,664
Retail sales contracts ............ 568,383 599,050 550,944
(3) Average size originated and
renewed:
Loans:
Real estate ................... $ 18,163 $ 19,961 $ 19,707
Non-real estate ............... 2,218 2,209 2,157
Retail sales contracts ............ 1,251 1,240 1,195
(4) Amount outstanding at end of period
(in thousands of dollars):
Loans:
Real estate ................... $2,953,272 $3,016,837 $2,719,733
Non-real estate ............... 1,817,076 1,684,869 1,733,693
Retail sales contracts ............ 791,003 804,451 739,848
Credit cards ...................... 383,541 346,071 351,513
---------- ---------- ----------
Total ............................. $5,944,892 $5,852,228 $5,544,787
========== ========== ==========
(5) Number outstanding at end of period:
Loans:
Real estate ................... 154,430 154,785 151,164
Non-real estate ............... 914,468 864,335 896,645
Retail sales contracts ............ 582,173 582,636 556,165
Credit cards ...................... 293,216 255,467 253,653
---------- ---------- ----------
Total ............................. 1,944,287 1,857,223 1,857,627
========== ========== ==========
6) Average size outstanding at end
of period:
Loans:
Real estate ................... $ 19,124 $ 19,491 $ 17,992
Non-real estate ............... 1,987 1,949 1,934
Retail sales contracts ............ 1,359 1,381 1,330
Credit cards ...................... 1,308 1,355 1,386
6
<PAGE>
FINANCE RECEIVABLE LOSS AND DELINQUENCY EXPERIENCE
The finance receivable loss experience for the Company for the periods
indicated is set forth below:
YEAR ENDED DECEMBER 31,
--------------------------------
1991 1990 1989
-------- -------- --------
(DOLLARS IN THOUSANDS)
Loans:
Net charge-offs.................. $ 91,428 $ 81,934 $ 76,760
Charge-off ratio(a).............. 1.9% 1.8% 1.8%
Retail sales contracts:
Net charge-offs.................. $ 14,220 $ 11,630 $ 11,747
Charge-off ratio(a).............. 1.8% 1.5% 1.6%
Credit cards:
Net charge-offs.................. $ 28,236 $ 22,597 $ 25,526
Charge-off ratio(a).............. 8.0% 6.7% 7.5%
Total:
Net charge-offs.................. $133,884 $116,161 $114,033
Charge-off ratio(a).............. 2.3% 2.0% 2.1%
Allowance for finance receivable
losses......................... $151,091 $148,127 $148,476
Allowance ratio(b)............... 2.5% 2.5% 2.7%
- ---------
(a) The charge-off ratio represents charge-offs net of recoveries as a
percentage of the average amount of net finance receivables outstanding at
the beginning of each month during the period.
(b) The allowance ratio represents the allowance for finance receivable losses
at the end of the period as a percentage of net finance receivables.
The allowance for finance receivable losses is maintained at a level based
on management's periodic evaluation of the finance receivable portfolio and
reflects an amount that, in management's opinion, is adequate to absorb losses
in the existing portfolio. In evaluating the portfolio, management takes into
consideration numerous factors, including current economic conditions, prior
finance receivable loss and delinquency experience, the composition of the
finance receivable portfolio, and management's estimate of anticipated finance
receivable losses.
The Company's basic policy is to charge-off each month loan accounts,
except those secured by real estate, on which little or no collections were
made in the prior six-month period. Retail sales contracts are charged off
when four installments are past due. Credit card accounts are charged off when
180 days past due. In the case of loans secured by real estate, foreclosure
proceedings are instituted when four monthly installments are past due. When
foreclosure is completed and the Company has obtained title to the property,
the real estate is established as an asset valued at net realizable value and
any loan value in excess of that amount is charged off. Exceptions are made to
the charge-off policies where, in the opinion of management, such treatment is
warranted.
7
Delinquency is calculated as the ratio of outstanding finance receivables
any portion of which is 60 days or more past due to total related outstanding
finance receivables (including unearned finance charges and excluding deferred
origination costs, a fair value adjustment on finance receivables, accrued
interest, and accrued finance charges). Based upon contract terms in effect at
the respective dates, delinquency was as follows:
DECEMBER 31,
-----------------------------------
1991 1990 1989
--------- --------- ---------
(DOLLARS IN THOUSANDS)
Loans................................ $ 139,795 $ 121,264 $ 113,681
% of related outstandings........ 2.7% 2.4% 2.4%
Retail sales contracts............... $ 11,672 $ 13,670 $ 13,545
% of related outstandings........ 1.2% 1.4% 1.5%
Credit cards......................... $ 14,822 $ 16,476 $ 14,755
% of related outstandings........ 3.9% 4.8% 4.2%
Total................................ $ 166,289 $ 151,410 $ 141,981
% of related outstandings........ 2.6% 2.4% 2.4%
REGULATION
The Company operates under various state laws which regulate the consumer
lending and retail sales financing businesses. The degree and nature of such
regulation varies from state to state. In general, the laws under which a
substantial amount of the Company's business is conducted provide for state
licensing of lenders, impose maximum term, amount, interest rate and other
charge limitations, and enumerate whether and under what circumstances
insurance and other ancillary products may be sold in connection with a
lending transaction. In addition, certain of these laws prohibit the taking of
liens on real estate except liens resulting from judgments.
Certain aspects of the Thrift Subsidiaries' operations, including
capitalization, payment of dividends, approval of officers and directors,
limitations on maximum interest charges, terms, sizes and maturities of
finance receivables, permissible security for finance receivables,
establishment of new offices, sales of thrift investment certificates,
borrowings, transactions with related persons, advertising and permissible
investments of capital and surplus, are subject to regulation of the FDIC
and/or to regulation of the state banking department, or the equivalent, in
the state in which they operate.
In accordance with the Federal Consumer Credit Protection Act,
specifically Title I (Truth-In-Lending), and Federal Reserve Board Regulation
Z thereto, the Company discloses to its customers various charges and
expenses, including but not limited to the total finance charge and the annual
percentage rate of charge, applicable to each transaction.
The Equal Credit Opportunity Act and Federal Reserve Board Regulation B
thereto prohibit, with respect to any aspect of a credit transaction,
discrimination against any creditworthy applicant on the basis of race, color,
religion, national origin, sex, marital status, age (provided the applicant
has the capacity to contract), receipt of all or part of the applicant's
income from any public assistance program, or because the applicant has in
good faith exercised any right under the Federal Consumer Credit Protection
Act. Additionally, discrimination based upon handicap or familial status
8
is prohibited in certain mortgage-related transactions. The Company is subject
to the provisions of the Fair Credit Reporting Act, which govern the accuracy
of and use of consumer reports, commonly called credit bureau reports.
Consumers are advised when adverse action is taken. The Company also advises
if such action is based, in whole or in part, on information contained in
consumer reports received from consumer reporting agencies, such as a credit
bureau, or from other sources. The subsidiaries of the Company that are not
Thrift Subsidiaries, like all other non-depository consumer finance
businesses, are also subject to the rules of the Federal Trade Commission.
It is difficult for the Company to predict to what extent its business
will be affected by changes in economic, competitive, political and
international conditions, in state and federal laws and regulations, in
judicial or administrative interpretations, and in taxation.
COMPETITION
The consumer finance business in which the Company engages is highly
competitive. The Company competes with other consumer finance companies,
industrial banks, industrial loan companies, commercial banks, sales finance
companies, savings and loan associations, credit unions, mutual or cooperative
agencies and others.
INSURANCE OPERATIONS
Merit writes credit life and credit accident and health insurance in most
of the states where the Company does business. In all other states in which
the Company operates, Merit assumes liability as a reinsurer on credit life
and credit accident and health insurance written by unaffiliated insurance
companies on obligors of the Company. Merit also engages in the direct
marketing of individual ordinary life insurance.
The Company's casualty insurance business is conducted by Yosemite.
Yosemite is admitted in 41 states and principally underwrites credit-related
casualty coverages produced through affiliated companies.
The credit life insurance policies typically cover the life of the
borrower in an amount equal to the unpaid balance of the obligation and
provide for payment in full to the lender of the insured's obligation in the
event of death. The credit accident and health insurance policies provide for
the payment of the installments on the insured's obligation to the lender
coming due during a period of unemployment or disablement from illness or
injury. The credit related casualty insurance is written to protect property
pledged as security for the obligation. The purchase by the borrower of credit
life and credit accident and health insurance is voluntary and at the
borrower's request.
Merit has from time to time entered into reinsurance agreements with other
insurance companies, including certain American General subsidiaries, for
assumptions of various shares of annuities and ordinary, group, and credit
life insurance on a coinsurance basis. The reserves attributable to this
business fluctuate over time and in certain instances are subject to recapture
by the ceding company. At December 31, 1991, life reserves on the books of
Merit attributable to this business amounted to $75.1 million.
9
<PAGE>
The following tables set forth information concerning the insurance
operations:
DECEMBER 31,
------------------------------------------
1991 1990 1989
---------- ---------- ----------
(DOLLARS IN THOUSANDS)
LIFE INSURANCE IN FORCE
Credit life .................... $1,955,560 $1,926,938 $1,978,685
Ordinary life .................. 2,189,817 2,158,855 1,969,434
---------- ---------- ----------
Total .................. $4,145,377 $4,085,793 $3,948,119
========== ========== ==========
YEAR ENDED DECEMBER 31,
--------------------------------
1991 1990 1989
-------- -------- --------
(DOLLARS IN THOUSANDS)
PREMIUMS EARNED
Insurance premiums earned in
connection with affiliated finance
and loan activities:
Credit life ............................ $ 28,794 $ 29,139 $ 29,588
Credit accident and health ............. 32,058 32,469 33,283
Casualty ............................... 15,370 13,665 13,688
Other insurance premiums earned:
Ordinary life .......................... 22,177 26,736 25,155
Premiums assumed under
coinsurance agreements ............... 3,693 3,288 4,277
-------- -------- --------
Total .............................. $102,092 $105,297 $105,991
======== ======== ========
YEAR ENDED DECEMBER 31,
--------------------------------
1991 1990 1989
-------- -------- --------
(DOLLARS IN THOUSANDS)
PREMIUMS WRITTEN
Insurance premiums written in
connection with affiliated finance
and loan activities:
Credit life ............................ $ 22,963 $ 25,003 $ 26,897
Credit accident and health ............. 25,555 24,200 27,041
Casualty ............................... 18,250 14,893 15,986
Other insurance premiums written:
Ordinary life .......................... 20,233 25,431 23,965
Premiums assumed under
coinsurance agreements ............... 21,187 16,701 22,564
-------- -------- --------
Total .............................. $108,188 $106,228 $116,453
======== ======== ========
10
INVESTMENTS AND INVESTMENT RESULTS
The investment portfolios of the Company's insurance subsidiaries are
subject to state insurance laws and regulations which prescribe the nature,
quality and percentage of various types of investments which may be made by
insurance companies.
The following table summarizes the investment results of the Company's
insurance subsidiaries for the periods indicated:
YEAR ENDED DECEMBER 31,
------------------------------------
1991 1990 1989
-------- -------- --------
(DOLLARS IN THOUSANDS)
Net investment income(a) ............. $ 51,023 $ 51,217 $ 50,093
Average invested assets .............. 549,359 538,221 512,067
Return on invested assets(a) ......... 9.3% 9.5% 9.8%
Net realized investment losses(b) .... 1,694 459 372
- ---------
(a) Net investment income and return on invested assets are after deduction of
investment expense but before net realized investment losses and provision
for income taxes.
(b) Before provision for income taxes.
REGULATION
The operations of the Company's insurance subsidiaries are subject to
regulation and supervision by state authorities. The extent of such regulation
varies but relates primarily to conduct of business, standards of solvency,
payment of dividends, licensing, nature of and limitations on investments,
deposits of securities for the benefit of policyholders, approval of policy
forms and premium rates, periodic examination of the affairs of insurers, form
and content of required financial reports and establishment of reserves
required to be maintained for unearned premiums, losses and other purposes.
Substantially all of the states in which the Company operates regulate the
rates of premiums charged for credit life and credit accident and health
insurance issued with respect to all credit transactions by the Company in
those states. In general, insurance authorities have determined maximum
permissible premium rates based upon the ratio of losses and related expenses
to premium income. These rates are subject to periodic review and adjustment.
COMPETITION
The Company's insurance business generally operates as an ancillary
business to the consumer lending operations. As such, the competition for this
business is relatively limited.
11
DESCRIPTION OF NOTES
The Notes are being issued as the seventh series of AGFI's Investment
Notes (the "Investment Notes") under an Indenture, dated as of September 30,
1975 (the "Original Indenture"), between AGFI and INB National Bank (formerly
The Indiana National Bank), as Trustee (the "Trustee"), as supplemented by a
First Supplemental Indenture, dated as of September 15, 1977 (the "First
Supplemental Indenture"), a Second Supplemental Indenture, dated as of
September 15, 1980 (the "Second Supplemental Indenture"), a Third Supplemental
Indenture, dated as of April 1, 1983 (the "Third Supplemental Indenture"), a
Fourth Supplemental Indenture, dated as of March 1, 1986 (the "Fourth
Supplemental Indenture"), a Fifth Supplemental Indenture, dated as of March
15, 1988 (the "Fifth Supplemental Indenture") and a Sixth Supplemental
Indenture, dated as of May 1, 1992 (the "Sixth Supplemental Indenture"),
copies of which are filed as exhibits to the Registration Statement. The
Original Indenture, as supplemented by the First Supplemental Indenture, the
Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth
Supplemental Indenture, the Fifth Supplemental Indenture and the Sixth
Supplemental Indenture, is referred to under this heading as the "Indenture."
The following summaries of certain provisions of the Notes, the Original
Indenture and the Sixth Supplemental Indenture do not purport to be complete
and are subject to the detailed provisions thereof. Whenever provisions of
particular Sections of the Original Indenture or the Sixth Supplemental
Indenture or terms defined therein are referred to herein, such provisions and
the definitions of such terms are incorporated by reference herein as part of
such summaries, which are qualified in their entirety by such reference.
GENERAL
The Notes are general, unsecured obligations of AGFI and will rank equally
with all other unsecured and unsubordinated indebtedness of AGFI. The
principal of the Notes will mature on the dates, and interest on the Notes
will be payable at the rates and times, specified on the cover page of this
Prospectus. Interest on the Notes will be payable to the Persons in whose
names the Notes are registered at the close of business on the Business Day
next preceding the date for the payment of such interest, subject to certain
exceptions. The election of the initial purchaser made at the time of purchase
with respect to the times for payment of interest on a Note is irrevocable
during the term of the Note and binding on all subsequent Holders. Interest on
Notes on which interest is payable at Maturity only will be compounded
quarterly. Interest will be computed on the basis of a 360-day year consisting
of twelve 30-day months. (Original Indenture Sections 307 and 310; Sixth
Supplemental Indenture Section 201) Principal and interest will be payable,
the Notes will be exchangeable, and transfers of Notes will be registrable, at
the office or agency of AGFI maintained for such purposes in the city of
Evansville, Indiana, initially the principal office of AGFI located at 601
N.W. Second St., Evansville, Indiana 47708, but payment of interest may be
made, at the option of AGFI, by check mailed to the address of the Person
entitled thereto as it appears in the Note Register. (Original Indenture
Sections 301, 305 and 1002) At the request of Holders, AGFI or its agent will
make payments by electronic funds transfer. AGFI may require Holders to
surrender the Notes upon payment of the principal thereof.
CERTAIN FEDERAL INCOME TAX MATTERS
THE FOLLOWING DISCUSSION IS A SUMMARY OF CERTAIN FEDERAL INCOME TAX
CONSEQUENCES EXPECTED TO APPLY TO PURCHASERS OF NOTES UNDER CURRENTLY
APPLICABLE LAW. THE DISCUSSION DOES NOT COVER ALL ASPECTS OF FEDERAL TAXATION
THAT MIGHT BE RELEVANT TO PARTICULAR PURCHASERS AND DOES NOT ADDRESS STATE,
LOCAL, FOREIGN
12
OR OTHER TAX LAWS. CERTAIN HOLDERS (INCLUDING INSURANCE COMPANIES, TAX-EXEMPT
ORGANIZATIONS, FINANCIAL INSTITUTIONS AND FOREIGN PERSONS) MAY BE SUBJECT TO
SPECIAL RULES NOT DISCUSSED BELOW. PROSPECTIVE PURCHASERS ARE URGED TO CONSULT
THEIR TAX ADVISORS AS TO THE PRECISE FEDERAL TAX CONSEQUENCES OF ACQUIRING,
HOLDING AND DISPOSING OF NOTES.
INTEREST PAYABLE AT MATURITY ONLY. If the initial purchaser of a Note
elects to have interest paid at Maturity only, the amount of the interest will
be treated for federal income tax purposes as "original issue discount." A
Holder of a Note who is a resident or citizen of the United States is required
to include original issue discount in income over the term of the Note prior
to the receipt of cash attributable to such income.
The amount of original issue discount includable in income by the initial
Holder of the Note and, subject to adjustment, by subsequent Holders of the
Note, is the sum of the daily portions of original issue discount with respect
to the Note for each day during the taxable year or portion of the taxable
year in which the Holder held the Note. The daily portion is determined by
dividing the increase in the Note's "adjusted issue price" during the
applicable accrual period by the number of days in that accrual period. The
applicable accrual period for the Notes is quarterly, with each quarter ending
on a date that interest is compounded. For any full accrual period, the
increase in the adjusted issue price of the Note is equal to the product of
(a) the adjusted issue price at the beginning of that accrual period and (b)
the yield to maturity of the Note divided by four. The adjusted issue price of
a Note at the beginning of any accrual period is the original issue price of
the Note plus the increases for all prior accrual periods. Under these rules,
Holders will be required to include in income increasingly greater amounts of
original issue discount in successive accrual periods.
If the Holder of a Note is not the initial purchaser and the Holder
purchased the Note at a price in excess of the Note's original issue price
plus the original issue discount accrued to the date of purchase (the "revised
issue price"), then the amount of original issue discount that the Holder is
required to include in income is reduced. The amount of the reduction for each
accrual period is determined by multiplying the amount of original issue
discount allocated to the Holder by a fraction, the numerator of which is the
amount by which the purchase price of the Note exceeded the revised issue
price of the Note and the denominator of which is the total original issue
discount remaining to be accrued on the Note on the date of purchase.
If a Holder, who is not the initial purchaser, acquired a Note at a price
less than the revised issue price of the Note on the date of purchase, then
the difference between the purchase price and the revised issue price on the
date of purchase is "market discount". If the market discount is less than
one-fourth of one percent of the principal and interest payable at maturity
multiplied by the number of complete years to maturity at the time of
acquisition of a Note, then the market discount is considered to be zero. If
the market discount exceeds that amount, it is accrued ratably from the date
of acquisition to the maturity date, or, at the option of the Holder, it may
be accrued on the same basis used for the accrual of original issue discount.
The Holder of the Note is not required to include accrued market discount in
income on a current basis unless the Holder makes an election to do so. If the
Holder of a Note does not elect to do so, then the gain realized on the sale
or disposition of the Note will include the accrued market discount, which
will be treated as ordinary income. Market discount is required to be included
in income as a result of certain transactions, including gifts, in which gain
generally is not recognized.
A Holder who has market discount with respect to a Note acquired by him
and who does elect to include the market discount in income on a current basis
may deduct "net direct interest expense"
13
accrued during a taxable year only to the extent that such interest expense
exceeds the market discount accrued for that taxable year. Net direct interest
expense is the amount equal to the difference between (a) the interest paid or
accrued during the year on indebtedness incurred or continued to purchase a
debt instrument with market discount and (b) the aggregate amount of interest
included in gross income for the taxable year with respect to such debt
instrument.
A Holder's basis for determining gain or loss on the sale or other
disposition of the Note will be equal to the Holder's cost for the Note
increased by the amount of original issue discount previously included in the
Holder's income (and market discount, if any, if the Holder elects to include
the accrued market discount in income on a current basis). Gain or loss
recognized on the sale or other disposition of the Note will be capital gain
or loss if the Note is a capital asset in the hands of the Holder (except to
the extent of any accrued market discount included in the gain). Any capital
gain or loss recognized on a sale or other disposition of the Note will be
long-term capital gain or loss if the Holder has held the Note for more than
one year.
BACKUP WITHHOLDING ON INTEREST. The Internal Revenue Code of 1986, as
amended, imposes a form of "backup withholding" for payments of interest and
dividends (including original issue discount). This withholding applies only
if a Holder, among other things, (a) fails to furnish AGFI with his taxpayer
identification number, (b) furnishes AGFI an incorrect taxpayer identification
number, (c) fails to report properly interest or dividends from any source or
(d) fails to provide AGFI with a certified statement, under penalty of
perjury, that he is not subject to backup withholding. The withholding rate is
20% of "reportable payments," which include both the interest payments and the
amount of original issue discount includable in the gross income of a Holder
during the calendar year.
REDEMPTION PROVISIONS
In the event of the death of a Holder of a Note, the Person or Persons
legally entitled to become the Holder of such Note as a result of such death
may (but need not) elect to have such Note redeemed by AGFI at a Redemption
Price equal to the principal amount thereof, together with accrued interest to
the Redemption Date, provided, however, that AGFI's obligation to redeem such
Note shall be subject to the additional conditions precedent that it shall
have received (1) written notice of such election signed by such Person or
Persons; (2) evidence to its satisfaction of such death; and (3) such
additional evidence, documentation and other materials as it shall consider
necessary or appropriate to establish the Person or Persons legally entitled
to become the Holder of such Note and such other facts as it shall consider
relevant to the fulfillment of its obligations under such Note and the
Indenture. In the case of a Note registered in the Note Register in the name
of more than one Person as Holder, the death of one or more of such Persons
shall be deemed the death of such Holder.
In the event of the insolvency of a Holder of a Note, such Holder may (but
need not) elect to have such Note redeemed at a Redemption Price equal to the
principal amount thereof, together with accrued interest to the Redemption
Date, provided, however, that AGFI's obligation to redeem such Note shall be
subject to the additional conditions precedent that it shall have received (1)
written notice of such election signed by such Holder; (2) a balance sheet, as
of a recent date, signed by such Holder, listing the assets and liabilities of
such Holder and the amounts thereof and confirming the insolvency of such
Holder; (3) a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds certifying that the Holder signing such
balance sheet acknowledged to such notary public or officer the execution
thereof; (4) a certificate signed by such Holder to the effect that he has not
filed a petition in bankruptcy and that no petition in bankruptcy is pending
or, to the best of his knowledge, threatened against him; (5) an undertaking,
signed by such Holder, to give
14
immediately to AGFI written notice if he files a petition in bankruptcy or a
petition in bankruptcy is filed or, to the best of his knowledge, is
threatened against him prior to the payment of the Redemption Price of such
Note together with accrued interest; and (6) such additional evidence,
documentation and other materials as AGFI shall consider necessary or
appropriate to establish such insolvency, that payment of the Redemption Price
of such Note together with interest accrued thereon to such Holder is lawful
and such other facts as AGFI shall consider relevant to the fulfillment of its
obligations under such Note and the Indenture. A Holder will be deemed
insolvent if the liabilities of such Holder exceed the fair market value of
his assets. In the case of a Note registered in the Note Register in the name
of more than one Person as Holder, the insolvency of one or more of such
Persons shall be deemed the insolvency of such Holder.
Any election of redemption in the event of death or insolvency of a Holder
will be irrevocable.
In the event of an election of redemption in the event of the death or
insolvency of a Holder, AGFI will, within 90 days after satisfaction of all of
the conditions precedent applicable thereto, fix a Redemption Date within such
90-day period. Notice of redemption will be mailed not less than 10 days prior
to the Redemption Date to the Holder at the address of such Holder as it
appears in the Note Register. From and after such Redemption Date such Note
will cease to bear interest except as otherwise provided in the Indenture.
Upon the surrender of a Note for such redemption at the office or agency
maintained by AGFI as in the Indenture provided, such Note will be paid (1) in
the case of the death of a Holder, to the Person or Persons legally entitled
to become the Holder thereof as a result of such death, or (2) in the case of
the insolvency of a Holder, to such Holder, in each case at the principal
amount thereof together with accrued interest to the Redemption Date.
(Original Indenture Section 1106; Sixth Supplemental Indenture Section 201)
The Notes will not be subject to redemption at the election of AGFI.
(Sixth Supplemental Indenture Section 201) No sinking fund is provided for the
Notes.
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER AND LEASE
AGFI may not consolidate with or merge into any other corporation or
transfer its properties and assets substantially as an entirety to any Person
unless AGFI shall be the continuing corporation, or the corporation (if other
than AGFI) formed by such consolidation or into which AGFI is merged or the
Person which acquires by conveyance or transfer such properties and assets
shall be a corporation organized and existing under the laws of the United
States or any State thereof or the District of Columbia and shall expressly
assume the performance of every covenant of AGFI under the Indenture, and
certain other conditions precedent are fulfilled. (Original Indenture Section
801)
AGFI may not lease its properties and assets substantially as an entirety
to any Person. (Original Indenture Section 803)
MAINTENANCE OF PROPERTIES
AGFI will (with certain exceptions) cause all properties used or useful in
the conduct of its business or the business of any Subsidiary to be maintained
and kept in good condition, repair and working order and supplied with all
necessary equipment. (Original Indenture Section 1005)
15
ISSUANCE OF ADDITIONAL INVESTMENT NOTES
As of December 31, 1991, there were no Investment Notes, Series A or B
outstanding. At such date, there were outstanding the following approximate
aggregate principal amounts plus compounded interest of Investment Notes:
Series C, $6.4 million; Series D, $5.9 million; Series E, $5.2 million; and
Series F, $25.0 million. No additional Investment Notes, Series A, B, C, D, E
or F will be issued by AGFI, except that Investment Notes, Series F may be
issued up to the date of commencement of sales of Investment Notes, Series G.
This Prospectus relates only to Investment Notes, Series G.
AGFI may, from time to time, upon the fulfillment of certain conditions
precedent but without the consent of any Holders of Investment Notes, issue
under the Indenture, by means of an indenture supplemental thereto, Additional
Notes of series other than the Series A, B, C, D, E, F or G. (Original
Indenture Section 312) The amount of Additional Notes which may be issued is
not limited by the Indenture. (Original Indenture Section 301)
REGARDING THE TRUSTEE
AGFI and certain of its subsidiaries maintain deposit and custodian
accounts with INB National Bank, One Indiana Square, Indianapolis, Indiana
46266, the Trustee.
EVENTS OF DEFAULT
The following will be Events of Default: (a) default in the payment of any
interest on any Investment Note when due, continued for 30 days; (b) default
in the payment of principal of any Investment Note at its Stated Maturity or
at the date on which due by declaration of acceleration or by call for
redemption at the election of AGFI; (c) default in the performance of any
other covenant of AGFI in the Indenture, continued for 60 days after written
notice as provided in the Indenture; (d) acceleration of any indebtedness for
money borrowed by AGFI under the terms of the instrument under which such
indebtedness is or may be outstanding, if such acceleration is not annulled,
or such indebtedness is not paid, within 10 days after written notice as
provided in the Indenture; and (e) certain events in bankruptcy, insolvency or
reorganization. (Original Indenture Section 501) If an Event of Default shall
occur and be continuing, the Trustee or the Holders of 25% in principal amount
of the Outstanding Investment Notes may declare all of the Investment Notes
due and payable immediately. (Original Indenture Section 502)
The Holders of a majority in principal amount of the Outstanding
Investment Notes 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, provided that such direction shall not be in
conflict with any rule of law or the Indenture. (Original Indenture Section
512) Before proceeding to exercise any right or power under the Indenture at
the direction of such Holders, the Trustee will be entitled to receive from
such Holders reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with any such
direction. (Original Indenture Section 603(e))
AGFI is required to furnish to the Trustee annually a statement as to the
fulfillment by AGFI of all of its obligations under the Indenture. (Original
Indenture Section 1006)
16
MODIFICATION AND WAIVER
Without the consent of any Holders, AGFI and the Trustee may enter into an
indenture or indentures supplemental to the Indenture for any of the following
purposes: (1) to evidence the succession of another corporation to AGFI and
the assumption of the covenants of AGFI; (2) to add to the covenants of AGFI,
for the benefit of the Holders, or to surrender any right or power conferred
by the Indenture upon AGFI; (3) to convey, transfer, assign, mortgage or
pledge any property or assets to or with the Trustee, for the benefit of the
Holders; (4) to change the denominations, dates from which interest is payable
and Stated Maturities of principal and interest of any series of Investment
Notes other than Investment Notes of such series theretofore issued and then
Outstanding; (5) to add to the conditions, limitations and restrictions on the
authorized amount, terms or purposes of issue, authentication and delivery of
Investment Notes or of any series of Investment Notes, as set forth in the
Indenture, other conditions, limitations and restrictions thereafter to be
observed; (6) to provide for the creation of any additional series of
Investment Notes; (7) to cure any ambiguity, to correct or supplement any
provision in the Indenture which may be inconsistent with any other provision
in the Indenture, or to make any other provisions with respect to matters or
questions arising under the Indenture, provided such action shall not
adversely affect the interest of the Holders in any material respect; or (8)
to appoint other Persons to act as Note Registrar. (Original Indenture Section
901)
With the consent of the Holders of not less than 66 2/3% in aggregate
principal amount of the Investment Notes of all series then Outstanding and
affected thereby, AGFI and the Trustee may enter into an indenture or
indentures supplemental to the Indenture for the purpose of adding to or
changing or eliminating any of the provisions thereof or modifying the rights
of Holders thereunder, provided that no such supplemental indenture may,
without the consent of the Holder of each Outstanding Investment Note affected
thereby, (1) change the Stated Maturity of the principal of, or any instalment
of interest on, any Investment Note; (2) reduce the principal amount of, or
the interest on, any Investment Note; (3) change the place or currency of
payment of principal of, or interest on, any Investment Note; (4) impair the
right to institute suit for the enforcement of any payment on or with respect
to any Investment Note; (5) reduce the above-stated percentage in aggregate
principal amount of Investment Notes the consent of whose Holders is required
for any such supplemental indenture or reduce the principal amount of
Outstanding Investment Notes the consent of whose Holders is necessary to
waive compliance with certain provisions of, or certain defaults and their
consequences under, the Indenture to less than a majority; or (6) modify the
foregoing requirements or the provisions of the Indenture regarding waiver of
compliance with certain provisions of, or certain defaults and their
consequences under, the Indenture, except to increase any such percentage or
to provide that certain other provisions of the Indenture cannot be modified
or waived without the consent of the Holder of each Investment Note affected
thereby. The Holders of at least a majority in aggregate principal amount of
the Outstanding Investment Notes may waive compliance by AGFI with certain
provisions of, and certain defaults and their consequences under, the
Indenture. (Original Indenture Sections 513, 902 and 1008)
PLAN OF DISTRIBUTION OF NOTES
The Notes are being offered and sold by AGFI through its selling agent and
wholly-owned subsidiary, AGF Investment Corp., in those states in which AGF
Investment Corp. is qualified to make such offers and sales. AGFI pays AGF
Investment Corp. commissions on sales in the amounts determined as stated on
the cover page of this Prospectus. AGF Investment Corp. utilizes as
salespersons full-time employees of AGFC and American General, who continue to
receive their
17
regular salaries for the continued performance of their regular duties. AGFI
will have the sole right to accept offers to purchase Notes and may reject any
such offer, in whole or in part. AGF Investment Corp. shall have the right, in
its discretion, without notice to AGFI, to reject any offer to purchase Notes
received by it, in whole or in part.
The Notes are being offered and sold in compliance with Schedule E of the
By-Laws of the National Association of Securities Dealers, Inc.
AGFI reserves the right to withdraw, cancel or modify the offer without
notice.
All sales are on a cash basis with payment being made directly to AGFI.
AGFI does not intend to list the Notes on any securities exchange and does
not know of any securities dealer who intends to make a market in the Notes.
Accordingly, AGFI does not expect that there will be a public trading market
for the Notes.
LEGAL OPINION
The validity of the Notes has been passed upon for the Company by Baker &
Daniels, 300 North Meridian Street, Suite 2700, Indianapolis, Indiana 46204.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 1991,
have been audited by Ernst & Young, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference.
Such financial statements are incorporated herein by reference in reliance
upon such report given upon the authority of such firm as experts in
accounting and auditing.
18
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES
OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES, OR AN OFFER TO ANY
PERSON IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE UNLAWFUL. THE DELIVERY OF
THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
-------------------
TABLE OF CONTENTS
PAGE
Available Information ..................................... 2
Incorporation of Certain Documents by Reference ........... 2
The Company ............................................... 3
Use of Proceeds ........................................... 4
Selected Financial Information ............................ 4
Ratio of Earnings to Fixed Charges ........................ 4
Business .................................................. 5
Consumer Finance Operations ........................... 5
Insurance Operations .................................. 9
Description of Notes ...................................... 12
Plan of Distribution of Notes ............................. 17
Legal Opinion ............................................. 18
Experts ................................................... 18
AMERICAN GENERAL
FINANCE, INC.
$90,000,000
INVESTMENT NOTES
SERIES G
------------
PROSPECTUS
------------
SEPTEMBER 22, 1992
