SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 1994
AMERICAN GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
Texas 1-7981 74-0483432
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
2929 Allen Parkway, Houston, Texas 77019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 522-1111
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Item 5. Other Events.
(a) American General Corporation (the "company") and American
Brands, Inc. issued a joint News Release dated November 30, 1994,
announcing the signing of a definitive agreement under which the company
will acquire The Franklin Life Insurance Company, a wholly-owned life
insurance subsidiary of American Brands, Inc., for $1.17 billion in
cash.
(b) On November 30, 1994, Standard & Poors, Inc. ("S&P") and Duff
& Phelps Credit Rating Co. ("Duff & Phelps") announced that they were
downgrading certain of the company's debt securities.
S&P lowered its ratings on the company's senior unsecured notes
from double-"A" to double-"A"-minus and its subordinated debt from
double-"A"-minus to single-"A"-plus. S & P further stated that ratings
on the company, American General Finance Corporation, the company's life
insurance units and related entities remain on CreditWatch with negative
implications where they were placed on October 20, 1994. Additionally,
S&P assigns its "A-1"-plus rating on American General Capital Services
Inc.'s commercial paper. This rating also is placed on CreditWatch.
Duff & Phelps stated that it has lowered its rating on the
company's senior debt from "AA" to "AA-" and reaffirmed the company's
commercial paper rating of Duff 1+. In addition, Duff & Phelps has
removed the company's senior debt and commercial paper ratings from
Rating Watch where they were placed on August 3, 1994.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number
99 News Release dated November 30, 1994, announcing that the
company and American Brands, Inc. have signed a definitive
agreement under which the company will acquire The Franklin
Life Insurance Company, a wholly-owned life insurance
subsidiary of American Brands, Inc., for $1.17 billion in
cash.
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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.
AMERICAN GENERAL CORPORATION
Dated: November 30, 1994 By: /s/ AUSTIN P. YOUNG
Senior Vice President and
Chief Financial Officer
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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.
AMERICAN GENERAL CORPORATION
Dated: November 30, 1994 By:
Austin P. Young
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
99 News Release dated November 30, 1994, announcing that the company
and American Brands, Inc. have signed a definitive agreement under
which the company will acquire The Franklin Life Insurance
Company, a wholly-owned life insurance subsidiary of American
Brands, Inc., for $1.17 billion in cash.
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94-34
Robert D. Mrlik or John E. Pluhowski
Vice President - Director - Corporate
Investor Relations Communications
(713) 831-1137 (713) 831-1149
FOR IMMEDIATE RELEASE
AMERICAN GENERAL TO ACQUIRE THE FRANKLIN LIFE INSURANCE COMPANY FROM AMERICAN
BRANDS, INC.
Houston, November 30, 1994 -- American General Corporation (NYSE:AGC)
and American Brands, Inc. (NYSE:AMB) today jointly announced the signing of a
definitive agreement, under which American General will acquire The Franklin
Life Insurance Company, a wholly-owned life insurance subsidiary of American
Brands for $1.17 billion in cash. The transaction, which is subject to
requisite regulatory approvals, is expected to close in the first quarter of
1995.
Franklin Life, with assets of $7.4 billion and life insurance in force
of $35 billion, is a leading provider of individual life insurance to families
throughout the United States. Together with its subsidiaries, the company also
markets group life insurance, annuities, disability income, universal life,
and variable universal life. Franklin Life's career agency sales force
includes more than 3,000 agents operating through 34 regional offices.
American General plans to continue to operate Franklin Life from its
headquarters in Springfield, Illinois, where it was founded in 1884.
The combination of Franklin Life and the life insurance subsidiaries of
American General will have assets of $22 billion and life insurance in force
of $128 billion, and will rank among the nation's top 10 largest stock life
insurance companies. Both companies share a common commitment to providing
personalized financial services to middle-income households through a career
distribution system.
In commenting on the transaction, Harold S. Hook, chairman and chief
executive officer of American General, said, "We have long admired The
Franklin, and in particular, their outstanding agency force. Franklin Life is
a solid strategic fit and the combination reinforces American General's
commitment to ordinary life insurance. We expect the transaction to be non-
dilutive to earnings in the first year, to add value for shareholders, and to
benefit the employees, agents, and customers of both companies."
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American General is one of the nation's largest consumer financial
services organizations with assets of more than $45 billion and shareholders'
equity of $4.0 billion. Headquartered in Houston, it is a leading provider of
retirement annuities, consumer loans, and life insurance. American General
Corporation common stock is listed on the New York, Pacific, London, and Swiss
stock exchanges.
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