SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
_____________________
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES
EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1993
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from _______ to ______
Commission file number 1-7981
Full title of the Plan:
AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN
Name of the issuer of the securities held pursuant to the Plan
and the address of its principal executive office:
AMERICAN GENERAL CORPORATION
2929 Allen Parkway
Houston, Texas 77019
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AMERICAN GENERAL AGENTS'
AND MANAGERS' THRIFT PLAN
DECEMBER 31, 1993
Audited Financial Statements
Report of Independent Auditors ......................................... 1
Statements of Net Assets Available for Benefits ........................ 2
Statements of Changes in Net Assets Available for Benefits ............. 3
Notes to Financial Statements .......................................... 4
Schedules
Assets Held for Investment ............................................. 8
Reportable Transactions ................................................ 9
Signature Page ............................................................ 10
Appendix: Consent of Independent Auditors ................................ 12
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Report of Independent Auditors
Administrative Board
American General Agents' and Managers' Thrift Plan
We have audited the accompanying statements of net assets available for
benefits of the American General Agents' and Managers' Thrift Plan (the Plan)
as of December 31, 1993 and 1992 and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1993 and 1992, and the changes in net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of
assets held for investment as of December 31, 1993 and reportable transactions
for the year then ended are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, and are not a required
part of the financial statements. The supplemental schedules have been
subjected to the auditing procedures applied in our audit of the 1993
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the 1993 financial statements taken as a whole.
ERNST & YOUNG
Houston, Texas
May 25, 1994
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AMERICAN GENERAL AGENTS'
AND MANAGERS' THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31,
In thousands
1993 1992
Assets
Investments
American General Corporation common stock
(1,633,968 shares in 1993 and 1,498,092
shares in 1992) ............................... $46,772 $42,695
Short-term investments .......................... 379 110
Total investments ............................. 47,151 42,805
Receivables
Contributions ................................... 1 306
Other ........................................... 1 2
Total assets .................................. 47,153 43,113
Liabilities
Payables
Purchase of securities .......................... 97 100
Participants .................................... - 197
Participating company from forfeitures .......... 16 18
Excess contribution refunds ..................... - 111
Excess contribution forfeitures ................. - 7
Other ........................................... 2 3
Total liabilities ............................. 115 436
Net assets available for benefits ................... $47,038 $42,677
The accompanying notes are an integral part of the financial statements.
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AMERICAN GENERAL AGENTS'
AND MANAGERS' THRIFT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31,
In thousands
1993 1992
Additions to net assets
Investment income
Dividends ...................................... $ 1,709 $ 1,487
Interest ....................................... 10 14
Net appreciation (depreciation) in fair value
of common stock .............................. (1,809) 6,931
Total investment income (loss) ............... (90) 8,432
Contributions
Company's ...................................... 1,169 1,046
Participants' .................................. 5,410 5,124
Forfeitures .................................... 141 246
Total contributions .......................... 6,720 6,416
Merger of Cal-Western Incentive Plan ............. - 270
Total additions .............................. 6,630 15,118
Deductions from net assets
Benefits
American General Corporation common stock
(115,751 shares in 1993 and 227,694 shares
in 1992) .................................... 2,101 3,465
Cash ........................................... 22 46
Forfeitures ...................................... 148 190
Other ............................................ (2) (2)
Total deductions ............................. 2,269 3,699
Net increase ................................. 4,361 11,419
Net assets available for benefits
Beginning of year ............................... 42,677 31,258
End of year ..................................... $47,038 $42,677
The accompanying notes are an integral part of the financial statements.
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AMERICAN GENERAL AGENTS'
AND MANAGERS' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE A--SIGNIFICANT ACCOUNTING POLICIES
The American General Agents' and Managers' Thrift Plan (the Plan) financial
statements are prepared in conformity with generally accepted accounting
principles.
Investments in American General Corporation (American General) common stock
are reported at fair value based on published market prices. Short-term
investments are reported at cost which approximates fair value. Purchases and
sales are recorded on a trade-date basis. The cost of securities sold on the
open market is determined using the average cost method. Dividends are
recorded as income on ex-dividend dates, and interest income is recorded using
the accrual method of accounting.
Contributions are recorded as income on the date that they become payable to
the Plan.
Benefits paid to participants and related forfeitures are recorded upon
distribution at the cost of the assets distributed or forfeited.
Due to a clarification in the application of an accounting principle, benefits
payable to participants are no longer accrued as liabilities in the 1993
financial statements.
NOTE B--DESCRIPTION OF THE PLAN
The following description of the Plan provides only general information. The
Plan document provides more complete descriptions of the Plan's provisions.
For additional information concerning the Plan, contact the Corporate Benefits
Department of American General.
General
The Plan, sponsored by American General, is a defined contribution plan
currently offered to eligible agents and managers (sales employees) of
American General Life and Accident Insurance Company (the Company), a wholly-
owned subsidiary of American General, who have completed one year of service.
The Plan provides for participant elective salary deferrals (participant
pretax contributions) in accordance with Section 401(k) of the Internal
Revenue Code of 1986, as amended (IRC). The Plan is subject to certain
provisions of the Employee Retirement Income Security Act of 1974, as amended
(ERISA).
The cost of administering the Plan is paid by American General and the
Company.
Investments
The Plan's investments are held in a bank-administered master trust fund. The
Plan's funds are invested in shares of American General common stock. Funds
which have not yet been used to purchase American General common stock are
temporarily invested in money-market fund investments. Income from these
investments is allocated to Plan participants based on current contributions.
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AMERICAN GENERAL AGENTS'
AND MANAGERS' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE B--DESCRIPTION OF THE PLAN--Continued
Contributions
Agents and managers who elect to participate contribute on a pretax basis a
basic amount equal to three percent of base pay. Participants may also make
additional pretax contributions in an amount ranging from one to four percent
of base pay. Effective January 1, 1994, participants may make additional
pretax contributions in an amount ranging from one to nine percent of base
pay. The Company contributes an amount equal to one-third of the basic
contribution.
Participants may change their contribution percentage twice each year
effective on the first day of the first pay period of each month.
Contribution Limitations
For 1993, the total amount of participant pretax contributions was limited to
$8,994. For 1994, these contributions will be limited to $9,240.
Additionally, the total amount of annual participant and company contributions
(including forfeitures), and forfeitures allocated to participants, must not
exceed the lesser of 25 percent of compensation or $30,000. During 1993, the
total amount of base pay that could be used in determining contributions under
the Plan was $235,840. This amount was decreased to $150,000 for 1994.
ERISA and the IRC provide that plans such as the American General Agents' and
Managers' Thrift Plan cannot discriminate in favor of highly compensated
individuals. In 1992, to comply with these laws, certain highly compensated
individuals received refunds of contributions in excess of the IRC Section
401(k) and (m) limits and all earnings attributable to such contributions.
These amounts are designated on the Statement of Net Assets as "Payables -
Excess contribution refunds" and were refunded within 2-1/2 months of the
Plan's year end. "Payables - Excess contribution forfeitures" represent the
nonvested excess contributions of the Company and were used to reduce future
company contributions. In 1993, no refunds of contributions were necessary
for compliance.
Participant Accounts
Each participant's account is credited with the participant's and Company's
contributions and an allocation of Plan earnings and forfeitures of certain
terminated participants' nonvested accounts. Allocations of Plan earnings are
based on participants' account balances. Forfeitures of participants who
terminated prior to December 1, 1988 are allocated to participants who are
employed on the last day of the Plan year according to a formula which
includes base pay of the active participant for the year preceding the
forfeiture. Effective December 1, 1988, with respect to participants who
terminate on or after such date, forfeitures are used to reduce future company
contributions and are not reallocated among participants' accounts.
A participant is entitled to the benefit that can be provided from the
participant's account.
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AMERICAN GENERAL AGENTS'
AND MANAGERS' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE B--DESCRIPTION OF THE PLAN--Continued
Vesting
Participants are immediately vested in their contributions plus the earnings
thereon. Participants become 100 percent vested in the remainder of their
account after five years of service (as defined in the Plan).
Payment of Benefits
Upon termination of service, and if consented to by the participant (consent
is only required if the total value, both vested and nonvested, of the account
exceeds $3,500 and the participant is under age 65), a participant will
receive a distribution equal to the vested value of his or her account. A
distribution must be made after a participant reaches age 70-1/2, regardless
of whether service has been terminated.
Forfeitures
Participants terminating employment on or after December 1, 1988 forfeit their
nonvested interest in company contributions on the earlier of (1) the
distribution of the entire nonforfeitable portion of their account or (2) upon
incurring a period of severance equal to five consecutive one-year breaks in
service. These forfeitures are available to reduce future company
contributions. Participants terminating prior to December 1, 1988 forfeit
their nonvested interest in company contributions upon incurring a period of
severance equal to five consecutive one-year breaks in service. These
forfeitures were allocated to the accounts of current participants.
Participants who terminate and are reemployed with a participating company
before incurring five consecutive one-year breaks in service are entitled to
their nonvested or forfeited amounts subject to certain provisions as stated
in the Plan.
Plan Members
At December 31, 1993, 2,990 participants were actively contributing to the
Plan.
NOTE C--FEDERAL INCOME TAXES
On September 6, 1991, the Internal Revenue Service (IRS) issued a favorable
determination that the Plan, as restated and amended effective November 14,
1990, is qualified under Section 401(a) of the IRC and, therefore, exempt
under Section 501(a) from federal income taxes. American General will request
a favorable determination that the Plan, as subsequently restated and amended,
continues to be qualified. Management believes a favorable determination will
be received.
At December 31, 1993, a difference of $98,100 exists between the financial
information contained herein and the financial information disclosed in the
Form 5500 filing due to the accounting treatment of benefits payable to
participants in the 1993 audited financial statements (see Note A).
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AMERICAN GENERAL AGENTS'
AND MANAGERS' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE D--PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to withdraw
from the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100 percent vested in their accounts.
NOTE E--PLAN MERGER
Effective December 1, 1992, the Cal-Western Incentive Plan, with assets valued
at $269,913, was restated and merged into the Plan.
NOTE F--STOCK SPLIT
On February 4, 1993, American General's Board of Directors declared a two-for-
one stock split effected in the form of a 100 percent common stock dividend,
paid March 1, 1993, to shareholders of record on February 16, 1993. The stock
distribution was reflected in the December 31, 1992 financial statements of
the Plan.
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AMERICAN GENERAL AGENTS'
AND MANAGERS' THRIFT PLAN
ASSETS HELD FOR INVESTMENT
AT DECEMBER 31, 1993
In thousands
Fair
Issuer Description Cost Value
American General 1,633,968 shares of common $31,845 $46,772
Corporation stock
State Street Bank Short-term investment in 379 379
& Trust Company money-market fund
$32,224 $47,151
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AMERICAN GENERAL AGENTS'
AND MANAGERS' THRIFT PLAN
REPORTABLE TRANSACTIONS (A)
FOR THE YEAR ENDED DECEMBER 31, 1993
In thousands
Amount of
Party Involved Description Transaction
State Street Bank Purchase of money-market fund $7,825
& Trust Company investments in 72 transactions
State Street Bank Sale of money-market fund 7,552
& Trust Company investments in 63 transactions
(B) 200,933 shares of American General 6,178
Corporation common stock purchased
in 47 transactions (C)
(B) 59,558 shares of American General 1,837
Corporation common stock repurchased
from various individuals who withdrew
from or terminated participation
in the Plan in 53 transactions (C)
(B) 56,193 shares of American General 863
Corporation common stock distributed
to various individuals who withdrew
from or terminated participation in
the Plan in 22 transactions (C)
(B) 4,488 shares of American General 125
Corporation common stock sold in
1 transaction at a gain of $47 (C)
(A) Reportable transactions are transactions or series of transactions in
excess of 5 percent of the current value of Plan assets at the beginning
of the year and are defined in Section 2520.103-6 of the Department of
Labor Rules and Regulations.
(B) Parties involved are not presented, as permitted by Section 2520.103-6
(d)(1)(i) of the Department of Labor Rules and Regulations.
(C) Share amounts reflect the two-for-one stock split (see Note F).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
American General Agents' and Managers' Thrift Plan Administrative Board has
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
AMERICAN GENERAL AGENTS' AND
MANAGERS' THRIFT PLAN
June 20, 1994 AUSTIN P. YOUNG
Austin P. Young, Member of
the Administrative Board
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Appendix
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Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-39201) pertaining to the American General Agents' and
Managers' Thrift Plan of our report dated May 25, 1994, with respect to the
financial statements and schedules of the American General Agents' and
Managers' Thrift Plan included in this Annual Report (Form 11-K) for the year
ended December 31, 1993.
ERNST & YOUNG
June 17, 1994
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