SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
___________________
AMENDMENT NO. 1
TO
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
American General Corporation Texas 74-0483432
American General Delaware, L.L.C. Delaware 51-0366269
(Exact name of each registrant (State of incorporation (I.R.S. Employer
as specified in its charter) or organization) Identification No.)
American General Corporation American General Delaware, L.L.C.
2929 Allen Parkway 2099 South Dupont Avenue
Houston, Texas 77019-2155 Dover, Delaware 19901
(Address, including zip code, of each registrant's
principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
American General Delaware, L.L.C. New York Stock Exchange, Inc.
__% Convertible Monthly Income
Preferred Securities, Series A
(liquidation preference
$50 per security)
Securities to be registered pursuant to Section 12(g) of the Act:
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Item 1. Description of Registrant's Securities to be Registered.
The securities registered consist of 4,500,000 Convertible Monthly Income
Preferred Securities, Series A (liquidation preference $50 per security) (the
"Convertible MIPS") of American General Delaware, L.L.C., a limited liability
company formed under the laws of the State of Delaware and directly or
indirectly owned by American General Corporation. The Convertible MIPS are:
(a) described in the American General Delaware, L.L.C./American General
Capital, L.L.C. Prospectus (Subject to Completion, Dated May 10,
1995), contained in Registrants' Amendment No. 3 to Form S-3
Registration Statement (Registration Nos. 33-58317, 33-58317-01 and
33-58317-02), as filed with the Securities and Exchange Commission
(the "Commission") on May 10, 1995 (the "Amended Registration
Statement"), under the caption "Description of the Preferred
Securities" on pages 4 through 7 thereof, which is incorporated
herein by reference; and
(b) further described in the American General Delaware, L.L.C. Prospectus
Supplement to Prospectus Dated May __, 1995, contained in
Registrants' Amended Registration Statement, under the caption
"Description of the Series A Preferred Securities" on pages S-57
through S-74 thereof, which is incorporated herein by reference.
Item 2. Exhibits.
I.1.a. Form of the Terms of the Preferred Securities, Series A of American
General Delaware, L.L.C. (incorporated herein by reference to Exhibit
4(l) to Registrants' Amendment No. 2 to Form S-3 Registration
Statement (Registration Nos. 33-58317, 33-58317-01 and 33-58317-02)
filed with the Commission on May 1, 1995).
I.2.a. Certificate of Formation of American General Delaware, L.L.C.
(incorporated herein by reference to Exhibit 4(j) to Registrants'
Form S-3 Registration Statement (Registration Nos. 33-58317, 33-
58317-01 and 33-58317-02) filed with the Commission on March 30,
1995).
I.2.b. Form of Amended and Restated Limited Liability Company Agreement of
American General Delaware, L.L.C. (incorporated herein by reference
to Exhibit 4(k) to Registrants' Amendment No. 2 to Form S-3
Registration Statement (Registration Nos. 33-58317, 33-58317-01 and
33-58317-02) filed with the Commission on May 1, 1995).
I.2.c. Form of Guarantee with respect to Preferred Securities of American
General Delaware, L.L.C. (incorporated herein by reference to Exhibit
4(p) to Registrants' Amendment No. 2 to Form S-3 Registration
Statement (Registration Nos. 33-58317, 33-58317-01 and 33-58317-02)
filed with the Commission on May 1, 1995).
1.2.d. Form of Certificate Evidencing Preferred Securities, Series A of
American General Delaware, L.L.C. (incorporated herein by reference
to Exhibit 4(u) to Registrants' Amendment No. 3 to Form S-3
Registration Statement (Registration Nos. 33-58317, 33-58317-01 and
33-58317-02) filed with the Commission on May 10, 1995).
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I.2.e. American General Delaware, L.L.C./American General Capital, L.L.C.
Prospectus (Subject to Completion, Dated May 10, 1995) relating to an
offering of $1,250,000,000 in Preferred Securities (incorporated
herein by reference to Registrants' Amendment No. 3 to Form S-3
Registration Statement (Registration Nos. 33-58317, 33-58317-01 and
33-58317-02) filed with the Commission on May 10, 1995).
I.2.f. American General Delaware, L.L.C. Prospectus Supplement to Prospectus
Dated May __, 1995, relating to the American General Delaware, L.L.C.
4,500,000 Convertible Monthly Income Preferred Securities, Series A
(incorporated herein by reference to Registrants' Amendment No. 3 to
Form S-3 Registration Statement (Registration Nos. 33-58317, 33-
58317-01 and 33-58317-02) filed with the Commission on May 10, 1995).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized.
AMERICAN GENERAL CORPORATION
(Registrant)
By: /S/ AUSTIN P. YOUNG
Austin P. Young
Senior Vice President and
Chief Financial Officer
Date: May 12, 1995
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.
AMERICAN GENERAL DELAWARE, L.L.C.
(Registrant)
By: American General Delaware Management
Corporation, as Manager
By: /S/ KENT E. BARRETT
Kent E. Barrett
Vice President and Treasurer
Date: May 12, 1995
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EXHIBIT INDEX
Exhibit
Number Document
I.1.a. Form of the Terms of the Preferred Securities, Series A of American
General Delaware, L.L.C. (incorporated herein by reference to Exhibit
4(l) to Registrants' Amendment No. 2 to Form S-3 Registration
Statement (Registration Nos. 33-58317, 33-58317-01 and 33-58317-02)
filed with the Commission on May 1, 1995).
I.2.a. Certificate of Formation of American General Delaware, L.L.C.
(incorporated herein by reference to Exhibit 4(j) to Registrants'
Form S-3 Registration Statement (Registration Nos. 33-58317, 33-
58317-01 and 33-58317-02) filed with the Commission on March 30,
1995).
I.2.b. Form of Amended and Restated Limited Liability Company Agreement of
American General Delaware, L.L.C. (incorporated herein by reference
to Exhibit 4(k) to Registrants' Amendment No. 2 to Form S-3
Registration Statement (Registration Nos. 33-58317, 33-58317-01 and
33-58317-02) filed with the Commission on May 1, 1995).
I.2.c. Form of Guarantee with respect to Preferred Securities of American
General Delaware, L.L.C. (incorporated herein by reference to Exhibit
4(p) to Registrants' Amendment No. 2 to Form S-3 Registration
Statement (Registration Nos. 33-58317, 33-58317-01 and 33-58317-02)
filed with the Commission on May 1, 1995).
1.2.d. Form of Certificate Evidencing Preferred Securities, Series A of
American General Delaware, L.L.C. (incorporated herein by reference
to Exhibit 4(u) to Registrants' Amendment No. 3 to Form S-3
Registration Statement (Registration Nos. 33-58317, 33-58317-01 and
33-58317-02) filed with the Commission on May 10, 1995).
I.2.e. American General Delaware, L.L.C./American General Capital, L.L.C.
Prospectus (Subject to Completion, Dated May 10, 1995) relating to an
offering of $1,250,000,000 in Preferred Securities (incorporated
herein by reference to Registrants' Amendment No. 3 to Form S-3
Registration Statement (Registration Nos. 33-58317, 33-58317-01 and
33-58317-02) filed with the Commission on May 10, 1995).
I.2.f. American General Delaware, L.L.C. Prospectus Supplement to Prospectus
Dated May __, 1995, relating to the American General Delaware, L.L.C.
4,500,000 Convertible Monthly Income Preferred Securities, Series A
(incorporated herein by reference to Registrants' Amendment No. 3 to
Form S-3 Registration Statement (Registration Nos. 33-58317, 33-
58317-01 and 33-58317-02) filed with the Commission on May 10, 1995).
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