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, 1994
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 EMPLOYEES' THRIFT AND INCENTIVE 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
<PAGE>
AMERICAN GENERAL EMPLOYEES'
THRIFT AND INCENTIVE PLAN
DECEMBER 31, 1994
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 ............................................. 11
Reportable Transactions ................................................ 12
Signature Page ............................................................ 13
Appendix: Consent of Independent Auditors ................................ 15
<PAGE>
Report of Independent Auditors
Administrative Board
American General Employees' Thrift and Incentive Plan
We have audited the accompanying statements of net assets available for
benefits of the American General Employees' Thrift and Incentive Plan (the
Plan) as of December 31, 1994 and 1993, 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, 1994 and 1993, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
As discussed in Note A to the financial statements, in 1994 the Plan changed
its method of reporting benefit and forfeiture expense to reflect these
amounts at market value rather than cost.
Our audits were performed 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, 1994 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 specific fund
information in the statements of net assets available for benefits and the
statements of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets
available for benefits and changes in net assets available for benefits of
each fund. The supplemental schedules and specific fund information have been
subjected to the auditing procedures applied in our audit of the financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the financial statements taken as a whole.
ERNST & YOUNG LLP
- 1 -
<PAGE>
Houston, Texas
May 19, 1995
- 2 -
<PAGE>
<TABLE>AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1994
In thousands, except share amounts
<CAPTION>
Non-
Participant
Participant Directed Directed
Asset Equity
Stock Cash Allocation Index Stock
Fund Fund Fund Fund Fund Total
<S>
Assets
Investments
American General Corporation common <C> <C> <C> <C> <C> <C>
stock (4,009,624 shares) ................... $37,777 $ - $ - $ - $75,495 $113,272
American General Life Insurance Company
deposit administration group annuity
contract ................................... - 46,524 - - - 46,524
American General Series Portfolio Company -
Timed Opportunity Fund (488,202 shares) .... - - 5,023 - - 5,023
American General Series Portfolio Company -
Stock Index Fund (268,277 shares) .......... - - - 3,879 - 3,879
Short-term investments ....................... 61 6 2 10 117 196
Total investments .......................... 37,838 46,530 5,025 3,889 75,612 168,894
Receivables
Interfund transfers .......................... 89 34 6 52 - 181
Contributions ................................ 27 62 25 9 64 187
Other ........................................ 6 1 - - 11 18
Total assets ............................... 37,960 46,627 5,056 3,950 75,687 169,280
Liabilities
Payables
Participating companies from forfeitures ..... - - - - 62 62
Excess contribution refunds .................. 25 20 9 6 528 588
Excess contribution forfeitures .............. - - - - 53 53
Purchase of securities ....................... 58 - - - 112 170
Interfund transfers .......................... 36 138 6 1 - 181
Other ........................................ 1 5 1 - 3 10
Total liabilities .......................... 120 163 16 7 758 1,064
- 3 -
<PAGE>
Net assets available for benefits ................ $37,840 $46,464 $5,040 $3,943 $74,929 $168,216
The accompanying notes are an integral part of these financial statements.<PAGE>
- 4 -
<PAGE>
AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1993
In thousands, except share amounts
<CAPTION>
Non-
Participant
Participant Directed Directed
Asset Equity
Stock Cash Allocation Index Stock
Fund Fund Fund Fund Fund Total
<S>
Assets
Investments
American General Corporation common <C> <C> <C> <C> <C> <C>
stock (3,768,898 shares) ................... $35,818 $ - $ - $ - $72,067 $107,885
American General Life Insurance Company
deposit administration group annuity
contract ................................... - 40,091 - - - 40,091
American General Series Portfolio Company -
Timed Opportunity Fund (406,998 shares) .... - - 4,579 - - 4,579
American General Series Portfolio Company -
Stock Index Fund (173,198 shares) .......... - - - 2,556 - 2,556
Short-term investments ....................... 124 63 11 5 253 456
Total investments .......................... 35,942 40,154 4,590 2,561 72,320 155,567
Receivables
Interfund transfers .......................... 61 17 1 2 - 81
Other ........................................ 1 4 - 1 1 7
Total assets ............................... 36,004 40,175 4,591 2,564 72,321 155,655
Liabilities
Payables
Participating companies from forfeitures ..... - - - - 180 180
Excess contribution refunds .................. 4 18 2 1 396 421
Excess contribution forfeitures .............. - - - - 39 39
Purchase of securities ....................... 96 - - - 194 290
Interfund transfers .......................... 16 48 3 14 - 81
Other ........................................ 1 1 - - - 2
Total liabilities .......................... 117 67 5 15 809 1,013
Net assets available for benefits ................ $35,887 $40,108 $4,586 $2,549 $71,512 $154,642
- 5 -
<PAGE>
The accompanying notes are an integral part of these financial statements.<PAGE>
- 6 -
<PAGE>
AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
In thousands, except share amounts
<CAPTION>
Non-
Participant
Participant Directed Directed
Asset Equity
Stock Cash Allocation Index Stock
Fund Fund Fund Fund Fund Total
<S>
Additions to net assets
Investment income <C> <C> <C> <C> <C> <C>
Dividends .................................... $ 1,450 $ - $ 369 $ 90 $ 3,026 $ 4,935
Interest ..................................... 6 3,038 1 1 12 3,058
Net depreciation in fair value of investments. (548) - (428) (61) (762) (1,799)
Total investment income (loss) ............. 908 3,038 (58) 30 2,276 6,194
Contributions
Companies' ................................... - - - - 7,037 7,037
Participants' ................................ 3,622 6,779 1,231 1,279 - 12,911
Total contributions ........................ 3,622 6,779 1,231 1,279 7,037 19,948
Total additions .......................... 4,530 9,817 1,173 1,309 9,313 26,142
Deductions from net assets
Benefits
American General Corporation common stock
(299,579 shares) ........................... 2,895 - - - 5,456 8,351
Cash ......................................... 20 2,996 484 277 36 3,813
Forfeitures .................................... - - - - 404 404
Total deductions ......................... 2,915 2,996 484 277 5,896 12,568
Interfund transfers .............................. 338 (465) (235) 362 - -
Net increase ............................. 1,953 6,356 454 1,394 3,417 13,574
Net assets available for benefits
Beginning of year ........................ 35,887 40,108 4,586 2,549 71,512 154,642
End of year .............................. $37,840 $46,464 $5,040 $3,943 $74,929 $168,216
The accompanying notes are an integral part of these financial statements.<PAGE>
- 7 -
<PAGE>
AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
In thousands, except share amounts
<CAPTION>
Non-
Participant
Participant Directed Directed
Asset Equity
Stock Cash Allocation Index Stock
Fund Fund Fund Fund Fund Total
<S>
Additions to net assets
Investment income <C> <C> <C> <C> <C> <C>
Dividends .................................... $ 1,292 $ - $ 218 $ 64 $ 2,728 $ 4,302
Interest ..................................... 6 2,651 1 1 14 2,673
Net appreciation in fair value of investments. 33 - 142 116 68 359
Total investment income .................... 1,331 2,651 361 181 2,810 7,334
Contributions
Companies' ................................... - - - - 6,986 6,986
Participants' ................................ 3,365 7,167 1,203 1,011 - 12,746
Total contributions ........................ 3,365 7,167 1,203 1,011 6,986 19,732
Total additions .......................... 4,696 9,818 1,564 1,192 9,796 27,066
Deductions from net assets
Benefits
American General Corporation common stock
(268,496 shares) ........................... 2,853 - - - 5,538 8,391
Cash ......................................... 17 2,361 308 49 32 2,767
Forfeitures .................................... - - - - 1,339 1,339
Other .......................................... (6) - - - - (6)
Total deductions ......................... 2,864 2,361 308 49 6,909 12,491
Interfund transfers .............................. 238 (187) (286) 235 - -
Net increase ............................. 2,070 7,270 970 1,378 2,887 14,575
Net assets available for benefits
Beginning of year ........................ 33,817 32,838 3,616 1,171 68,625 140,067
End of year .............................. $35,887 $40,108 $4,586 $2,549 $71,512 $154,642
</TABLE>
- 8 -
<PAGE>
The accompanying notes are an integral part of these financial statements.<PAGE>
- 9 -
<PAGE>
AMERICAN GENERAL EMPLOYEES'
THRIFT AND INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE A--SIGNIFICANT ACCOUNTING POLICIES
The American General Employees' Thrift and Incentive 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. Fair values of
other investments not having an established market are reported as follows:
1) investment in American General Life Insurance Company (American General
Life) deposit administration group annuity contract, at contract value which
represents contributions under the contract, plus interest at the contract
rate, less funds used to pay benefits; 2) investments in the American General
Series Portfolio Company (AGSPC) Timed Opportunity and Stock Index Funds, at
net asset value; and 3) short-term investments, at cost which approximates
fair value. AGSPC is an open-end management investment company (mutual fund)
whose investment adviser is The Variable Annuity Life Insurance Company
(VALIC). VALIC and American General Life are wholly-owned subsidiaries of
American General.
Purchases and sales of securities 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.
Interfund transfers are recorded at the market value of the amount
transferred.
Beginning in 1994, benefits paid to participants and related forfeitures are
recorded upon distribution at the market value of the assets distributed or
forfeited. Prior to this, benefits paid and related forfeitures were recorded
at cost. This change was made to conform the Plan's accounting procedures
with the predominant industry practice of recording benefits paid and related
forfeitures at market value. The 1993 amounts have been restated to reflect
this change in accounting principle which had no effect on net assets
available for benefits.
In September 1994, the American Institute of Certified Public Accountants
issued SOP 94-4, "Reporting of Investment Contracts Held by Health and Welfare
Benefit Plans and Defined - Contribution Pension Plans," which requires that
fully benefit-responsive investment contracts (ones that allow participants to
withdraw or transfer funds at any time without conditions, limits, or
restrictions) be reported at contract value. The statement also requires
additional disclosures related to investment yield, crediting interest rates,
and fair value of such contracts. The Plan must adopt this statement no later
than the 1996 plan year. Adoption of this statement will result in additional
footnote disclosures but will not have an effect on the Plan's net assets
available for benefits.
- 10 -
<PAGE>
Certain prior year amounts have been reclassified to conform with the current
year presentation.
- 11 -
<PAGE>
AMERICAN GENERAL EMPLOYEES'
THRIFT AND INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE B--DESCRIPTION OF THE PLAN
The following description of the Plan provides only general information.
Participants should refer to the Plan document for a more complete description
of the Plan's provisions.
General
The Plan, which is subject to certain provisions of the Employee Retirement
Income Security Act of 1974 (ERISA), is a defined contribution plan offered to
eligible employees of American General and certain of its subsidiaries (the
Companies). Salaried employees are eligible to participate in the Plan upon
completion of one year of service or upon attainment of age thirty-five. Non-
salaried employees who have completed one thousand hours of service in one
service year and have attained age twenty-one are eligible to participate in
the Plan. 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 cost of administering the Plan is paid by the Companies.
The Plan's investments are held in a bank-administered trust fund.
Investment Options
Participants may direct their employee contributions in one of four funds or a
combination of two funds. These funds, designated on the financial statements
as participant directed, invest in: 1) shares of American General common
stock (Stock Fund); 2) a deposit administration group annuity contract issued
by American General Life (Cash Fund); 3) shares of the AGSPC Timed Opportunity
Fund (Asset Allocation Fund); or 4) shares of the AGSPC Stock Index Fund
(Equity Index Fund). The Companies' contributions are invested solely in the
non-participant directed portion of the Stock Fund.
Amounts which have not yet been used to purchase investments in either common
stock, the deposit administration contract, the AGSPC Timed Opportunity Fund,
or the AGSPC Stock Index Fund are temporarily invested in short-term invest-
ments. Income from these short-term investments is allocated to Plan partici-
pants based on current contributions.
Contributions
Employees who elect to participate may contribute, on a pretax basis, a basic
amount ranging from one to six percent of base pay and an additional amount
ranging from one to ten percent of base pay, subject to the contribution
limitations discussed below. The Companies contribute an amount ranging from
50 percent to 100 percent of the employee's basic contribution as determined
annually by the Personnel Committee of the American General Board of Direc-
tors.
- 12 -
<PAGE>
AMERICAN GENERAL EMPLOYEES'
THRIFT AND INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE B--DESCRIPTION OF THE PLAN--Continued
Participants may change their contribution rate and investment election for
future contributions, as well as transfer all or part of their employee
account balances among funds, no more than once each month. All changes
except transfers are effective on the first day of the first pay period of
each month. Transfers are effective on the last business day of the month the
request is received.
Contribution Limitations
For 1994 and 1995, the total amount of participant pretax contributions is
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. During 1994 and 1995, the total amount of
base pay that can be used in determining contributions under the Plan is
$150,000.
ERISA and the IRC provide that plans, such as the American General Employees'
Thrift and Incentive Plan, cannot discriminate in favor of highly compensated
individuals. Certain highly compensated individuals will be required to
receive refunds of any contributions in excess of the IRC Sections 401(k) and
(m) limits and all earnings attributable to such contributions. Highly
compensated individuals are not allowed to make additional contributions if
such contributions will adversely affect the Plan's nondiscrimination test
under Sections 401(k) and (m).
Amounts in excess of the limits discussed above are designated on the state-
ment 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
Companies and are available to reduce future company contributions.
Participant Accounts
Each participant's account is credited with the participant's and Companies'
contributions and an allocation of 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 partici-
pant's vested account.
Vesting
Participants are immediately vested in their contributions plus the earnings
thereon. Participants obtain a vested interest in the Companies' contribu-
tions and the earnings thereon at the rate of two percent per month of plan
participation after one year of service. In addition, participants will become
100 percent vested in the Companies' contributions upon their retirement,
attainment of age 65, total disability, or death.
- 13 -
<PAGE>
AMERICAN GENERAL EMPLOYEES'
THRIFT AND INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE B--DESCRIPTION OF THE PLAN--Continued
Payment of Benefits
Upon termination of service, and if consented to by the participant (required
only 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 minimum
distribution must be made after a participant reaches age 70-1/2, regardless
of whether service has been terminated.
Forfeitures
Participants terminating employment forfeit their nonvested interest in the
Companies' 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. Forfeitures
are available to reduce the Companies' future contributions. 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, 1994, 6,251 participants were actively contributing to the
Plan.
NOTE C--PLAN TERMINATION
Although they have not expressed any intent to do so, the Companies have the
right under the Plan to discontinue their 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 D--RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
Benefits processed and approved for payment, but not paid as of December 31,
are recorded on Form 5500 but not in the financial statements.
The following is a reconciliation of net assets available for benefits per the
financial statements to Form 5500:
In thousands
December 31,
1994 1993
Net assets available for benefits
per the financial statements ..................... $168,216 $154,642
Benefits payable to withdrawing participants ....... (322) (367)
Net assets available for benefits per the
Form 5500 ...................................... $167,894 $154,275
- 14 -
<PAGE>
AMERICAN GENERAL EMPLOYEES'
THRIFT AND INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE D--RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500--Continued
The following is a reconciliation of benefits paid to participants per the
financial statements to Form 5500:
In thousands
Year Ended
December 31, 1994
Benefits paid to participants per the
financial statements
American General Corporation common stock ...... $ 8,351
Cash ........................................... 3,813
Total benefits paid to participants per the
financial statements ....................... 12,164
Benefits payable to withdrawing participants at
December 31, 1994 ................................ 322
Benefits payable to withdrawing participants
at December 31, 1993 ............................. (367)
Benefits paid to participants per Form 5500 .. $12,119
NOTE E--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 has request-
ed a favorable determination that the Plan, as subsequently restated and
amended, continues to be qualified. Management believes a favorable determi-
nation letter will be received.
- 15 -
<PAGE>
AMERICAN GENERAL EMPLOYEES'
THRIFT AND INCENTIVE PLAN
ASSETS HELD FOR INVESTMENT
AT DECEMBER 31, 1994
In thousands, except share amounts
Fair
Issuer Description Cost Value
American General 4,009,624 shares of $ 86,068 $113,272
Corporation common stock
American General Life Deposit administration 46,524 46,524
Insurance Company group annuity contract;
guaranteed rate of 6.35%
through April 1, 1995
and 6.60% through
March 31, 1996
American General Series 488,202 shares of AGSPC 4,877 5,023
Portfolio Company Timed Opportunity Fund
American General Series 268,277 shares of AGSPC 3,817 3,879
Portfolio Company Stock Index Fund
State Street Bank Short-term investments
& Trust Company in money-market fund 196 196
$141,482 $168,894
- 16 -
<PAGE>
AMERICAN GENERAL EMPLOYEES'
THRIFT AND INCENTIVE PLAN
REPORTABLE TRANSACTIONS (A)
FOR THE YEAR ENDED DECEMBER 31, 1994
In thousands, except share amounts
Amount of
Party Involved Description Transaction
State Street Bank Purchases of short-term investments in $21,418
& Trust Company 320 transactions
State Street Bank Sale of short-term investments in 308 21,678
& Trust Company transactions
(B) 361,753 shares of American General 10,073
Corporation common stock purchased
in 40 transactions
(B) 199,742 shares of American General 5,556
Corporation common stock repurchased
from various individuals who withdrew
from or terminated participation in
the Plan in 62 transactions
(B) 14,848 shares of American General 416
Corporation common stock sold in 3
transactions at a gain of $107
(B) 99,837 shares of American General 2,795
Corporation common stock distributed
to various individuals who withdrew
from or terminated participation in
the Plan in 24 transactions at a
gain of $1,178
(A) Reportable transactions are transactions or series of transactions in
excess of five 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's Rules and Regulations.
(B) Parties involved are not presented, as permitted by Section 2520.103-6
(d)(1)(i) of the Department of Labor's Rules and Regulations.
- 17 -
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
American General Employees' Thrift and Incentive Plan Administrative Board has
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
AMERICAN GENERAL EMPLOYEES'
THRIFT AND INCENTIVE PLAN
June 28, 1995 AUSTIN P. YOUNG
Austin P. Young, Member of
the Administrative Board
- 18 -
<PAGE>
Appendix
- 19 -
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-39200) pertaining to the American General Employees' Thrift
and Incentive Plan of our report dated May 19, 1995, with respect to the
financial statements and schedules of the American General Employees' Thrift
and Incentive Plan included in this Annual Report (Form 11-K) for the year
ended December 31, 1994.
ERNST & YOUNG LLP
June 26, 1995
- 20 -
<PAGE>
