AMERICAN GENERAL CORP /TX/
S-3/A, 1994-04-01
LIFE INSURANCE
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     As filed with the Securities and Exchange Commission on April 1, 1994

                                                     Registration No. 33-33115



                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                              

                        POST-EFFECTIVE AMENDMENT NO. 1
                                      TO
                                   FORM S-3
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                              

                         AMERICAN GENERAL CORPORATION
            (Exact name of registrant as specified in its charter)

                                     TEXAS
                           (State of incorporation)

                                  74-0483432

                     (I.R.S. Employer Identification No.)

         2929 Allen Parkway, Houston, Texas 77019-2155  (713) 522-1111
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)



                              


                              Jon P. Newton, Esq.
                   Senior Vice President and General Counsel
                         American General Corporation
         2929 Allen Parkway, Houston, Texas 77019-2155  (713) 522-1111
         (Name and address, including zip code, and telephone number,
                  including area code, of agent for service)
<PAGE>






Termination of Registration Statement No. 33-33115


1.             Brief  History of  Registration  Statement  No.  33-33115  (the
               "Registration Statement").  The  purpose of the Registration on
               Form S-3 of American General Corporation filed January 24, 1990
               was  to register  the continuous  offering of  1,000,000 shares
               (formerly  500,000  shares  prior  to  a  2-for-1  stock  split
               effected  as a  stock dividend  on March  1, 1993)  of American
               General Corporation  Common Stock ("Common  Stock") pursuant to
               the  American  General  Corporation Dividend  Reinvestment  and
               Stock Purchase Plan.  

2.             Completion of issuances under  the Registration Statement.  The
               registrant has now issued all Common Stock issuable pursuant to
               the Registration  Statement other than 9,834  shares and wishes
               to expressly  terminate the  Registration Statement  and remove
               from   registration  under  such   registration  statement  all
               securities registered  thereunder that have not  been issued at
               the time of termination.  

3.             Termination of  the Registration  Statement.   American General
               Corporation  hereby  expressly   terminates  the   Registration
               Statement concurrently  with the filing  of this Post-Effective
               Amendment  No. 1,  and, as  a  result,  no securities  shall be
               deemed registered  under the  Registration Statement  from  and
               after the time of such filing.



























                                      -1-
<PAGE>






Part II 


Item 16.  Exhibits

               The following documents are incorporated by reference herein:

               Exhibit
     Number                                         Description


                 24       Powers  of  Attorney  authorizing  Harold  S.  Hook,
                          Michael J. Poulos, or Kurt G.  Schreiber to sign the
                          Registration  Statement,  including  amendments,  on
                          behalf  of certain  Officers  and  the Directors  of
                          American General Corporation (incorporated herein by
                          reference to Exhibit 25 to Registration Statement of
                          American  General  Corporation  on  Form  S-3  dated
                          January 24, 1990, Registration No. 33-33115).



































                                      -2-
<PAGE>






                                  SIGNATURES

The Registrant

               Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies  that it has reasonable grounds  to believe that it meets
all  of  the requirements  for filing  on Form  S-3 and  has duly  caused this
registration  statement to  be  signed  on  its  behalf  by  the  undersigned,
thereunto duly  authorized, in the City  of Houston, State of  Texas, on March
31, 1994.

                                                   AMERICAN            GENERAL
CORPORATION


                                                   By:        AUSTIN P. YOUNG 
                                                            Austin P. Young
                                                            Senior        Vice
President and Chief Financial Officer 



               Pursuant to  the requirements of  the Securities  Act of  1933,
this registration  statement has been signed  by the following  persons in the
capacities and on the date indicated.

                       Signature                        TitleDate


                     HAROLD S. HOOK               Chairman of the Board and
March 31, 1994
                    (Harold S. Hook)               Chief Executive Officer

                    AUSTIN P. YOUNG               Senior Vice President and
March 31, 1994
                   (Austin P. Young)               Chief Financial Officer

                      PAMELA PENNY                Vice      President      and
Controller           March 31, 1994
                     (Pamela Penny)

                   J. EVANS ATTWELL*              Director
                   (J. Evans Attwell)

                   THOMAS D. BARROW*              Director
                   (Thomas D. Barrow)

                                                  Director
                   (Brady F. Carruth)

                W. LIPSCOMB DAVIS, JR.*           Director
                (W. Lipscomb Davis, Jr.)


                                      -3-
<PAGE>




























































                                      -4-
<PAGE>






                       Signature                        TitleDate



                    ROBERT M. DEVLIN              Director
March 31, 1994
                   (Robert M. Devlin)


                                                  Director
                   (Larry D. Horner)


                                                  Director
                (Richard J. V. Johnson)


                                                  Director
                 (Robert E. Smittcamp)


                    JAMES R. TUERFF               Director
March 31, 1994
                   (James R. Tuerff)


                 *By:   KURT G. SCHREIBER          
March 31, 1994
         (Kurt G. Schreiber, Attorney-in-fact)

























                                      -5-
<PAGE>






                               INDEX TO EXHIBITS


Exhibit
Number                            Description


 24            Powers  of Attorney  authorizing Harold  S. Hook,           
               Michael J.  Poulos, or Kurt G.  Schreiber to sign
               the Registration Statement, including amendments,
               on behalf  of certain Officers and  the Directors
               of  American  General  Corporation  (incorporated
               herein by reference to Exhibit 25 to Registration
               Statement of American General Corporation on Form
               S-3 dated January  24, 1990, Registration No. 33-
               33115). <PAGE>


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