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:
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
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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THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN
DECEMBER 31, 1993
Audited Financial Statements
Report of Independent Auditors ......................................... 1
Statement of Net Assets Available for Benefits ......................... 2
Statement of Changes in Net Assets Available for Benefits .............. 4
Notes to Financial Statements .......................................... 6
Schedules
Assets Held for Investment ............................................. 10
Reportable Transactions ................................................ 11
Signature Page ............................................................ 12
Appendix: Consent of Independent Auditors ................................ 14
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Report of Independent Auditors
Administrative Board
The Variable Annuity Life Insurance Co. Agents' and Managers' Thrift Plan
We have audited the accompanying statements of net assets available for
benefits of the Variable Annuity Life Insurance Co. Agents' and Managers'
Thrift 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 its 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
March 2, 1994
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THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
<TABLE>
Stock Cash Mutual Mutual
Total Fund Fund Fund A Fund B
<S> <C> <C> <C> <C> <C>
Assets
Investments at fair value
American General
Corporation common stock
(1,472,339 shares) ..... $42,145,694 $42,145,694 $ - $ - $ -
The Variable Annuity Life
Insurance Company group
deposit administration
contract ............... 230,933 - 230,933 - -
American General Series
Portfolio Company -
Stock Index Fund
(109,131 shares) ....... 1,610,772 - - 1,610,772 -
American General Series
Portfolio Company -
Timed Opportunity Fund
(6,657 shares) ......... 74,886 - - - 74,886
Short-term investments ... 144,281 126,427 358 17,192 304
Total investments ...... 44,206,566 42,272,121 231,291 1,627,964 75,190
Receivables
Contributions ............ 336 251 - 62 23
Dividends ................ - - - - -
Interest ................. 3,596 241 3,340 13 2
Interfund transfers ...... 17,305 17,305 - - -
Total receivables ...... 21,237 17,797 3,340 75 25
Total assets ........... 44,227,803 42,289,918 234,631 1,628,039 75,215
Liabilities
Payables
Interfund transfers ...... 17,305 - 1,148 16,157 -
Purchase of securities ... 123,725 123,725 - - -
Participants ............. 64,844 48,861 - 15,983 -
VALIC from forfeitures ... 15,381 15,381 - - -
Total liabilities ...... 221,255 187,967 1,148 32,140 0
Net assets available for
benefits ................... $44,006,548 $42,101,951 $233,483 $1,595,899 $75,215
</TABLE>
The accompanying notes are an integral part of these financial statements.
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THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1992
<TABLE>
Stock Cash Mutual
Total Fund Fund Fund A
<S> <C> <C> <C> <C>
Assets
Investments at fair value
American General
Corporation common stock
(1,381,084 shares) ......... $39,360,894 $39,360,894 $ - $ -
The Variable Annuity
Life Insurance Company
group deposit adminis-
tration contract ........... 85,069 - 85,069 -
American General Series
Portfolio Company Stock
Index Fund (50,429 shares) . 697,941 - - 697,941
Cash ......................... 1,655 936 482 237
Short-term investments ....... 254,000 247,000 - 7,000
Total investments .......... 40,399,559 39,608,830 85,551 705,178
Receivables
Contributions ................ 354 274 - 80
Dividends .................... 283,819 283,819 - -
Interest ..................... 1,060 471 560 29
Interfund transfers .......... 5,260 116 5,144 -
Total receivables .......... 290,493 284,680 5,704 109
Total assets ............... 40,690,052 39,893,510 91,255 705,287
Liabilities
Payables
Interfund transfers .......... 5,260 - - 5,260
Purchase of securities ....... 527,099 527,099 - -
Participants ................. 136,052 136,052 - -
VALIC from forfeitures ....... 26,413 26,413 - -
Total liabilities .......... 694,824 689,564 - 5,260
Net assets available for benefits. $39,995,228 $39,203,946 $91,255 $700,027
</TABLE>
The accompanying notes are an integral part of these financial statements.
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THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1993
<TABLE>
Stock Cash Mutual Mutual
Total Fund Fund Fund A Fund B
<S> <C> <C> <C> <C> <C>
Additions to net assets
Investment income
Dividends ................ $ 1,596,621 $ 1,555,828 $ - $ 38,220 $ 2,573
Interest ................. 14,155 4,003 9,924 205 23
Total investment income. 1,610,776 1,559,831 9,924 38,425 2,596
Contributions
Company's ................ 1,873,448 1,873,448 - - -
Participants' ............ 2,779,136 1,726,945 95,920 900,216 56,055
Total contributions .... 4,652,584 3,600,393 95,920 900,216 56,055
Total additions ........ 6,263,360 5,160,224 105,844 938,641 58,651
Deductions from net assets
Benefits
American General
Corporation common stock
(62,502 shares) ........ 1,090,024 1,090,024 - - -
Cash ..................... 42,197 3,588 6,335 31,976 298
Forfeitures ................ 118,988 118,988 - - -
Total deductions ....... 1,251,209 1,212,600 6,335 31,976 298
Interfund transfers .......... 0 18,136 42,719 (77,704) 16,849
Net unrealized appreciation
(depreciation) in fair value
of investments ............. (1,000,831) (1,067,755) - 66,911 13
Net increase ........... 4,011,320 2,898,005 142,228 895,872 75,215
Net assets available for
benefits
Beginning of year ........ 39,995,228 39,203,946 91,255 700,027 -
End of year .............. $44,006,548 $42,101,951 $233,483 $1,595,899 $75,215
</TABLE>
The accompanying notes are an integral part of these financial statements.
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THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1992
<TABLE>
Stock Cash Mutual
Total Fund Fund Fund A
<S> <C> <C> <C> <C>
Additions to net assets
Investment income
Dividends .................. $1,398,298 $1,382,704 $ - $ 15,594
Interest ................... 7,881 5,217 2,185 479
Total investment income .. 1,406,179 1,387,921 2,185 16,073
Contributions
Company's .................. 1,788,156 1,788,156 - -
Participants'............... 2,449,125 1,777,966 59,159 612,000
Total contributions ...... 4,237,281 3,566,122 59,159 612,000
Total additions .......... 5,643,460 4,954,043 61,344 628,073
Deductions from net assets
Benefits
American General
Corporation common stock
(119,392 shares) ......... 1,912,783 1,912,783 - -
Cash ....................... 5,764 4,545 - 1,219
Forfeitures .................. 131,030 131,030 - -
Total deductions ......... 2,049,577 2,048,358 - 1,219
Interfund transfers ............ - (80,736) 29,911 50,825
Net unrealized appreciation in
fair value of investments .... 7,680,238 7,657,890 - 22,348
Net increase ............. 11,274,121 10,482,839 91,255 700,027
Net assets available for
benefits
Beginning of year .......... 28,721,107 28,721,107 - -
End of year ................ $39,995,228 $39,203,946 $91,255 $700,027
</TABLE>
The accompanying notes are an integral part of these financial statements.
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THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES
The Variable Annuity Life Insurance Co. Agents' and Managers' Thrift Plan (the
Plan) financial statements are prepared in conformity with generally accepted
accounting principles.
The investments in American General Corporation (American General) common
stock as well as the American General Series Portfolio Company (AGSPC) Stock
Index Fund and AGSPC Timed Opportunity Fund are based on quoted market prices.
The investment in the group deposit administration contract is based on
contract value, which approximates fair value. The contract value, as provided
by The Variable Annuity Life Insurance Co. (VALIC, also referred to as the
Company), represents contributions under the contract, plus interest at the
contract rate, less funds used to pay benefits. VALIC is an indirect wholly-
owned subsidiary of American General. Short-term investments are reported at
cost, which approximates fair value.
Dividends are recorded as income on ex-dividend dates and interest income is
recorded using the accrual method of accounting.
Participants' accounts are credited monthly with the number of shares of
American General common stock or the number of shares in the AGSPC Stock Index
or Timed Opportunity Funds purchased and the cost thereof. Purchases under
the VALIC group deposit administration contract are also credited to the
participants' accounts at cost. Benefits paid to individual participants and
related forfeitures are recorded on their effective dates at the cost of the
assets to be distributed or forfeited.
On February 4, 1993, the board of directors of American General Corporation
declared a two-for-one stock split effected in the form of a 100% common stock
dividend, payable March 1, 1993, to holders of record on February 16, 1993.
The 1992 share amounts in these financial statements have been restated to
reflect the stock split on a retroactive basis.
Contributions are recorded as income on the date they become payable to the
Plan.
Interfund transfers are recorded at the market value of the amount
transferred.
NOTE 2--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.
General
The Plan, which is subject to certain provisions of the Employee Retirement
Income Security Act of 1974, as amended (ERISA), is a defined contribution
plan offered to eligible agents and managers of VALIC who have completed at
least one year of service and have reached age twenty-one.
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THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE 2--DESCRIPTION OF THE PLAN--Continued
The Plan was restated, effective January 1, 1992, to provide for participant
elective salary deferrals (participant pretax contributions) in accordance
with Section 401(k) of the Internal Revenue Code of 1986, as amended, and to
eliminate participant after-tax contributions.
The cost of administering the Plan is paid by VALIC.
Investment Options
The plan was amended effective January 1, 1993 to allow for investment in
shares of the AGSPC Timed Opportunity Fund (Mutual Fund B). The participants
may elect to have their contributions invested in one of four funds or a
combination of two funds. The funds invest in shares of American General
common stock (Stock Fund); in a group deposit administration contract issued
by VALIC (Cash Fund); in shares of the AGSPC Stock Index Fund (Mutual Fund A)
or in shares of the AGSPC Timed Opportunity Fund (Mutual Fund B). The Cash
Fund has a guaranteed rate of 6% through April 1, 1993; effective April 2,
1993 the rate was changed to 5%; this rate is declared annually by VALIC. The
Company's contributions are invested solely in the Stock Fund. Investments in
American General common stock are held in a bank-administered trust fund.
At December 31, 1993, the number of employees participating under the Stock
Fund, Cash Fund, Mutual Fund A and Mutual Fund B were 703, 62, 315, and 30,
respectively.
Amounts which have not yet been used to purchase investments in either the
Stock, Cash, or Mutual Funds are temporarily invested in money-market fund
investments. These investments are held in a bank-administered trust fund and
income from these investments is allocated to Plan participants based on
current contributions.
Contributions
Participants may contribute, on a pretax basis, a basic amount ranging from
one to six percent of base pay. Participants may elect to contribute an
additional amount ranging from one to four percent of base pay subject to the
contribution limitations discussed below. Prior to January 1, 1992,
participants could contribute, on an after-tax basis, a basic amount ranging
from one to six percent of base pay. The Company contributes an amount
ranging from 50 percent to 100 percent of the participants' basic contribu-
tion.
Plan participants may change their contribution rate and investment election
for future contributions, as well as transfer all or part of their employee
pretax account balances from one fund to another twice each year.
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) must not exceed the lesser of 25 percent of
compensation or $30,000.
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THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE 2--DESCRIPTION OF THE PLAN--Continued
During 1993, the total amount of base pay considered under the Plan was
$235,840. This amount will be decreased to $150,000 for 1994.
The Internal Revenue Code (IRC) of 1986, as amended, provides that plans such
as the Variable Annuity Life Insurance Company Agents' and Managers' Thrift
and Retirement Plans cannot discriminate in favor of highly compensated
individuals. To comply with these laws, certain highly compensated
individuals in the plans may receive refunds of contributions in excess of IRC
Sections 401(k)(3) and 401(m) limits for employee pretax contributions and
employer matching contributions, respectively, and all earnings attributable
to such contributions. Any excess aggregate contributions under IRC Section
401(m) will be refunded from the VALIC Agents' and Managers' Retirement Plan.
Participant Accounts
Each participant's account is credited with the participant's contributions
and an allocation of the Company's contributions and Plan earnings.
Allocations of Plan earnings are based on participants' account balances. The
benefit to which a participant is entitled is the benefit that can be provided
from the participant's account.
Vesting
Participants are immediately vested in their contributions plus the earnings
thereon. A participant obtains a vested interest in the Company's
contributions and the earnings thereon at the rate determined by years of
service. The vesting schedule effective January 1, 1989 is provided below:
Years of Service Nonforfeitable Percentages
0 - 3 0
3 20
4 40
5 60
6 80
7 100
The participants who were participating in the Plan prior to January 1, 1989,
will gain a vesting interest at the most rapid rate available in accordance
with the schedule above or the previous schedule in effect before January 1,
1989. Vesting of Company contributions shall be 100 percent upon death,
disability, or the attainment of normal retirement age.
Payment of Benefits
Upon termination of service, and if consented to by the participant (consent
only required if the total value (both vested and nonvested) of their account
exceeds $3,500 and the participant is under the age of 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.
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THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE 2--DESCRIPTION OF THE PLAN--Continued
Direct Rollover
The Plan was amended to allow direct rollovers for distributions made on or
after January 1, 1993. A distributee may elect, at the time and in the manner
prescribed by the Plan Administrator, to have any portion of an eligible
rollover distribution paid directly to an eligible retirement plan specified
by the distributee in a direct rollover.
Forfeitures
Participants terminating employment shall forfeit their nonvested interest in
Company contributions upon incurring a period of severance equal to five
consecutive one-year breaks in service. Forfeitures are available to reduce
future Company contributions. Participants who terminate and are reemployed
with the Company before incurring five consecutive one-year breaks in service
are entitled to their nonvested amounts subject to certain provisions as
stated in the Plan.
NOTE 3--FEDERAL INCOME TAXES
The Internal Revenue Service (IRS) issued a favorable determination that the
Plan, as restated and amended effective December 21, 1988, is qualified under
Section 401(a) of the Internal Revenue Code of 1986, as amended, and
therefore, exempt under Section 501(a) from federal income taxes. VALIC 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.
NOTE 4--PLAN TERMINATION
Although they have 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.
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THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN
ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1993
Fair
Issuer Description Cost Value
American General 1,427,339 shares of $26,231,866 $42,145,694
Corporation common stock
The Variable Annuity Group deposit 230,933 230,933
Life Insurance Company administration contract
American General Series 109,131 shares 1,527,559 1,610,772
Portfolio Company Stock
Index Fund
American General Series 6,657 shares 74,881 74,886
Portfolio Company
Timed Opportunity Fund
State Street Bank & Short-term investment 144,281 144,281
Trust money-market fund
$28,209,520 $44,206,566
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THE VARIABLE ANNUITY LIFE INSURANCE CO. AGENTS' AND MANAGERS' THRIFT PLAN
REPORTABLE TRANSACTIONS (A)
YEAR ENDED DECEMBER 31, 1993
Amount of
Party Involved Description Transaction
State Street Bank Purchase of money-market fund $3,289,435
& Trust investments in 71 transactions
State Street Bank Sale of money-market fund 3,410,008
& Trust investments in 61 transactions
(B) 150,749 shares of American General 4,938,397
Corporation common stock purchased
in 57 transactions
(B) 62,502 shares of American General 1,090,024
Corporation common stock distributed
to various individuals who withdrew
from or terminated participation in
the Plan in 87 transactions.
(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.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, The
Variable Annuity Life Insurance Company 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.
THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY
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. 33-39202) pertaining to The Variable Annuity Life Insurance
Company Agents' and Managers' Thrift Plan and in the related prospectus of our
report dated March 2, 1994, with respect to the financial statements and
schedules of The Variable Annuity Life Insurance Company 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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