______________________________________________________________________________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 1995
AMERICAN GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
Texas 1-7981 74-0483432
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
2929 Allen Parkway, Houston, Texas 77019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 522-1111
______________________________________________________________________________
______________________________________________________________________________
<PAGE>
Item 5. Other Events.
On June 21, 1995, a duly authorized Committee (the "Terms Committee") of
the Board of Directors of American General Corporation (the "Company")
authorized the issuance in an underwritten public offering of $150,000,000
aggregate principal amount of the Company's 6 3/4% Notes Due 2005 issued
pursuant to the Senior Indenture dated as of May 15, 1995 between the Company
and Chemical Bank, as Trustee (the "Notes") under the Company's previously
filed Registration Statement on Form S-3 (Registration No. 33-58317, 33-58317-
01 and 33-58317-02) (the "Registration Statement") and the related Prospectus
dated May 23, 1995 and Prospectus Supplement dated June 21, 1995.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits. The following Exhibits are filed as part of this Report
and as Exhibits to the Registration Statement:
Exhibit
Number Description
1 Form of Underwriting Agreement (Debt Securities and
Warrants to purchase Debt Securities), including forms
of Pricing Agreement and Delayed Delivery Contract.
4(a) Resolutions of the Terms Committee adopted on June 21,
1995 establishing the terms of the Notes, certified by
an Assistant Secretary of the Company.
4(b) Form of 6 3/4% Note Due 2005.
5 Opinion of Vinson & Elkins L.L.P., special counsel for
the Company, as to the legality of the Notes.
12 Ratio of Earnings to Fixed Charges.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
AMERICAN GENERAL CORPORATION
Dated: June 23, 1995 By: /S/ C. JEFFREY GAY
C. Jeffrey Gay
Assistant Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
1 Form of Underwriting Agreement (Debt Securities and
Warrants to purchase Debt Securities), including forms
of Pricing Agreement and Delayed Delivery Contract.
4(a) Resolutions of the Terms Committee adopted on
June 21, 1995 establishing the terms of the
Notes, certified by an Assistant Secretary of the
Company.
4(b) Form of 6 3/4% Note Due 2005.
5 Opinion of Vinson & Elkins, special counsel for
the Company, as to the legality of the Notes.
12 Ratio of Earnings to Fixed Charges.
<PAGE>
______________________________________________________________________________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 1995
AMERICAN GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
Texas 1-7981 74-0483432
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
2929 Allen Parkway, Houston, Texas 77019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 522-1111
______________________________________________________________________________
______________________________________________________________________________
<PAGE>
Item 5. Other Events.
On June 21, 1995, a duly authorized Committee (the "Terms Committee") of
the Board of Directors of American General Corporation (the "Company")
authorized the issuance in an underwritten public offering of $150,000,000
aggregate principal amount of the Company's 6 3/4% Notes Due 2005 issued
pursuant to the Senior Indenture dated as of May 15, 1995 between the Company
and Chemical Bank, as Trustee (the "Notes") under the Company's previously
filed Registration Statement on Form S-3 (Registration No. 33-58317, 33-58317-
01 and 33-58317-02) (the "Registration Statement") and the related Prospectus
dated May 23, 1995 and Prospectus Supplement dated June 21, 1995.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits. The following Exhibits are filed as part of this Report
and as Exhibits to the Registration Statement:
Exhibit
Number Description
1 Form of Underwriting Agreement (Debt Securities and
Warrants to purchase Debt Securities), including forms
of Pricing Agreement and Delayed Delivery Contract.
4(a) Resolutions of the Terms Committee adopted on June 21,
1995 establishing the terms of the Notes, certified by
an Assistant Secretary of the Company.
4(b) Form of 6 3/4% Note Due 2005.
5 Opinion of Vinson & Elkins L.L.P., special counsel for
the Company, as to the legality of the Notes.
12 Ratio of Earnings to Fixed Charges.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
AMERICAN GENERAL CORPORATION
Dated: June 23, 1995 By: /S/ C. JEFFREY GAY
C. Jeffrey Gay
Assistant Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
1 Form of Underwriting Agreement (Debt Securities and
Warrants to purchase Debt Securities), including forms
of Pricing Agreement and Delayed Delivery Contract.
4(a) Resolutions of the Terms Committee adopted on
June 21, 1995 establishing the terms of the
Notes, certified by an Assistant Secretary of the
Company.
4(b) Form of 6 3/4% Note Due 2005.
5 Opinion of Vinson & Elkins, special counsel for
the Company, as to the legality of the Notes.
12 Ratio of Earnings to Fixed Charges.
<PAGE>
______________________________________________________________________________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 1995
AMERICAN GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
Texas 1-7981 74-0483432
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
2929 Allen Parkway, Houston, Texas 77019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 522-1111
______________________________________________________________________________
______________________________________________________________________________
<PAGE>
Item 5. Other Events.
On June 21, 1995, a duly authorized Committee (the "Terms Committee") of
the Board of Directors of American General Corporation (the "Company")
authorized the issuance in an underwritten public offering of $150,000,000
aggregate principal amount of the Company's 6 3/4% Notes Due 2005 issued
pursuant to the Senior Indenture dated as of May 15, 1995 between the Company
and Chemical Bank, as Trustee (the "Notes") under the Company's previously
filed Registration Statement on Form S-3 (Registration No. 33-58317, 33-58317-
01 and 33-58317-02) (the "Registration Statement") and the related Prospectus
dated May 23, 1995 and Prospectus Supplement dated June 21, 1995.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits. The following Exhibits are filed as part of this Report
and as Exhibits to the Registration Statement:
Exhibit
Number Description
1 Form of Underwriting Agreement (Debt Securities and
Warrants to purchase Debt Securities), including forms
of Pricing Agreement and Delayed Delivery Contract.
4(a) Resolutions of the Terms Committee adopted on June 21,
1995 establishing the terms of the Notes, certified by
an Assistant Secretary of the Company.
4(b) Form of 6 3/4% Note Due 2005.
5 Opinion of Vinson & Elkins L.L.P., special counsel for
the Company, as to the legality of the Notes.
12 Ratio of Earnings to Fixed Charges.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
AMERICAN GENERAL CORPORATION
Dated: June 23, 1995 By: /S/ C. JEFFREY GAY
C. Jeffrey Gay
Assistant Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
1 Form of Underwriting Agreement (Debt Securities and
Warrants to purchase Debt Securities), including forms
of Pricing Agreement and Delayed Delivery Contract.
4(a) Resolutions of the Terms Committee adopted on
June 21, 1995 establishing the terms of the
Notes, certified by an Assistant Secretary of the
Company.
4(b) Form of 6 3/4% Note Due 2005.
5 Opinion of Vinson & Elkins, special counsel for
the Company, as to the legality of the Notes.
12 Ratio of Earnings to Fixed Charges.
<PAGE>
______________________________________________________________________________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 1995
AMERICAN GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
Texas 1-7981 74-0483432
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
2929 Allen Parkway, Houston, Texas 77019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 522-1111
______________________________________________________________________________
______________________________________________________________________________
<PAGE>
Item 5. Other Events.
On June 21, 1995, a duly authorized Committee (the "Terms Committee") of
the Board of Directors of American General Corporation (the "Company")
authorized the issuance in an underwritten public offering of $150,000,000
aggregate principal amount of the Company's 6 3/4% Notes Due 2005 issued
pursuant to the Senior Indenture dated as of May 15, 1995 between the Company
and Chemical Bank, as Trustee (the "Notes") under the Company's previously
filed Registration Statement on Form S-3 (Registration No. 33-58317, 33-58317-
01 and 33-58317-02) (the "Registration Statement") and the related Prospectus
dated May 23, 1995 and Prospectus Supplement dated June 21, 1995.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits. The following Exhibits are filed as part of this Report
and as Exhibits to the Registration Statement:
Exhibit
Number Description
1 Form of Underwriting Agreement (Debt Securities and
Warrants to purchase Debt Securities), including forms
of Pricing Agreement and Delayed Delivery Contract.
4(a) Resolutions of the Terms Committee adopted on June 21,
1995 establishing the terms of the Notes, certified by
an Assistant Secretary of the Company.
4(b) Form of 6 3/4% Note Due 2005.
5 Opinion of Vinson & Elkins L.L.P., special counsel for
the Company, as to the legality of the Notes.
12 Ratio of Earnings to Fixed Charges.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
AMERICAN GENERAL CORPORATION
Dated: June 23, 1995 By: /S/ C. JEFFREY GAY
C. Jeffrey Gay
Assistant Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
1 Form of Underwriting Agreement (Debt Securities and
Warrants to purchase Debt Securities), including forms
of Pricing Agreement and Delayed Delivery Contract.
4(a) Resolutions of the Terms Committee adopted on
June 21, 1995 establishing the terms of the
Notes, certified by an Assistant Secretary of the
Company.
4(b) Form of 6 3/4% Note Due 2005.
5 Opinion of Vinson & Elkins, special counsel for
the Company, as to the legality of the Notes.
12 Ratio of Earnings to Fixed Charges.
<PAGE>
______________________________________________________________________________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 1995
AMERICAN GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
Texas 1-7981 74-0483432
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
2929 Allen Parkway, Houston, Texas 77019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 522-1111
______________________________________________________________________________
______________________________________________________________________________
<PAGE>
Item 5. Other Events.
On June 21, 1995, a duly authorized Committee (the "Terms Committee") of
the Board of Directors of American General Corporation (the "Company")
authorized the issuance in an underwritten public offering of $150,000,000
aggregate principal amount of the Company's 6 3/4% Notes Due 2005 issued
pursuant to the Senior Indenture dated as of May 15, 1995 between the Company
and Chemical Bank, as Trustee (the "Notes") under the Company's previously
filed Registration Statement on Form S-3 (Registration No. 33-58317, 33-58317-
01 and 33-58317-02) (the "Registration Statement") and the related Prospectus
dated May 23, 1995 and Prospectus Supplement dated June 21, 1995.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits. The following Exhibits are filed as part of this Report
and as Exhibits to the Registration Statement:
Exhibit
Number Description
1 Form of Underwriting Agreement (Debt Securities and
Warrants to purchase Debt Securities), including forms
of Pricing Agreement and Delayed Delivery Contract.
4(a) Resolutions of the Terms Committee adopted on June 21,
1995 establishing the terms of the Notes, certified by
an Assistant Secretary of the Company.
4(b) Form of 6 3/4% Note Due 2005.
5 Opinion of Vinson & Elkins L.L.P., special counsel for
the Company, as to the legality of the Notes.
12 Ratio of Earnings to Fixed Charges.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
AMERICAN GENERAL CORPORATION
Dated: June 23, 1995 By: /S/ C. JEFFREY GAY
C. Jeffrey Gay
Assistant Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
1 Form of Underwriting Agreement (Debt Securities and
Warrants to purchase Debt Securities), including forms
of Pricing Agreement and Delayed Delivery Contract.
4(a) Resolutions of the Terms Committee adopted on
June 21, 1995 establishing the terms of the
Notes, certified by an Assistant Secretary of the
Company.
4(b) Form of 6 3/4% Note Due 2005.
5 Opinion of Vinson & Elkins, special counsel for
the Company, as to the legality of the Notes.
12 Ratio of Earnings to Fixed Charges.
<PAGE>
______________________________________________________________________________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 1995
AMERICAN GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
Texas 1-7981 74-0483432
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
2929 Allen Parkway, Houston, Texas 77019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 522-1111
______________________________________________________________________________
______________________________________________________________________________
<PAGE>
Item 5. Other Events.
On June 21, 1995, a duly authorized Committee (the "Terms Committee") of
the Board of Directors of American General Corporation (the "Company")
authorized the issuance in an underwritten public offering of $150,000,000
aggregate principal amount of the Company's 6 3/4% Notes Due 2005 issued
pursuant to the Senior Indenture dated as of May 15, 1995 between the Company
and Chemical Bank, as Trustee (the "Notes") under the Company's previously
filed Registration Statement on Form S-3 (Registration No. 33-58317, 33-58317-
01 and 33-58317-02) (the "Registration Statement") and the related Prospectus
dated May 23, 1995 and Prospectus Supplement dated June 21, 1995.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits. The following Exhibits are filed as part of this Report
and as Exhibits to the Registration Statement:
Exhibit
Number Description
1 Form of Underwriting Agreement (Debt Securities and
Warrants to purchase Debt Securities), including forms
of Pricing Agreement and Delayed Delivery Contract.
4(a) Resolutions of the Terms Committee adopted on June 21,
1995 establishing the terms of the Notes, certified by
an Assistant Secretary of the Company.
4(b) Form of 6 3/4% Note Due 2005.
5 Opinion of Vinson & Elkins L.L.P., special counsel for
the Company, as to the legality of the Notes.
12 Ratio of Earnings to Fixed Charges.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
AMERICAN GENERAL CORPORATION
Dated: June 23, 1995 By: /S/ C. JEFFREY GAY
C. Jeffrey Gay
Assistant Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
1 Form of Underwriting Agreement (Debt Securities and
Warrants to purchase Debt Securities), including forms
of Pricing Agreement and Delayed Delivery Contract.
4(a) Resolutions of the Terms Committee adopted on
June 21, 1995 establishing the terms of the
Notes, certified by an Assistant Secretary of the
Company.
4(b) Form of 6 3/4% Note Due 2005.
5 Opinion of Vinson & Elkins, special counsel for
the Company, as to the legality of the Notes.
12 Ratio of Earnings to Fixed Charges.
<PAGE>
______________________________________________________________________________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 1995
AMERICAN GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
Texas 1-7981 74-0483432
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
2929 Allen Parkway, Houston, Texas 77019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 522-1111
______________________________________________________________________________
______________________________________________________________________________
<PAGE>
Item 5. Other Events.
On June 21, 1995, a duly authorized Committee (the "Terms Committee") of
the Board of Directors of American General Corporation (the "Company")
authorized the issuance in an underwritten public offering of $150,000,000
aggregate principal amount of the Company's 6 3/4% Notes Due 2005 issued
pursuant to the Senior Indenture dated as of May 15, 1995 between the Company
and Chemical Bank, as Trustee (the "Notes") under the Company's previously
filed Registration Statement on Form S-3 (Registration No. 33-58317, 33-58317-
01 and 33-58317-02) (the "Registration Statement") and the related Prospectus
dated May 23, 1995 and Prospectus Supplement dated June 21, 1995.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits. The following Exhibits are filed as part of this Report
and as Exhibits to the Registration Statement:
Exhibit
Number Description
1 Form of Underwriting Agreement (Debt Securities and
Warrants to purchase Debt Securities), including forms
of Pricing Agreement and Delayed Delivery Contract.
4(a) Resolutions of the Terms Committee adopted on June 21,
1995 establishing the terms of the Notes, certified by
an Assistant Secretary of the Company.
4(b) Form of 6 3/4% Note Due 2005.
5 Opinion of Vinson & Elkins L.L.P., special counsel for
the Company, as to the legality of the Notes.
12 Ratio of Earnings to Fixed Charges.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
AMERICAN GENERAL CORPORATION
Dated: June 23, 1995 By: /S/ C. JEFFREY GAY
C. Jeffrey Gay
Assistant Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
1 Form of Underwriting Agreement (Debt Securities and
Warrants to purchase Debt Securities), including forms
of Pricing Agreement and Delayed Delivery Contract.
4(a) Resolutions of the Terms Committee adopted on
June 21, 1995 establishing the terms of the
Notes, certified by an Assistant Secretary of the
Company.
4(b) Form of 6 3/4% Note Due 2005.
5 Opinion of Vinson & Elkins, special counsel for
the Company, as to the legality of the Notes.
12 Ratio of Earnings to Fixed Charges.
<PAGE>
______________________________________________________________________________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 1995
AMERICAN GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
Texas 1-7981 74-0483432
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
2929 Allen Parkway, Houston, Texas 77019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 522-1111
______________________________________________________________________________
______________________________________________________________________________
<PAGE>
Item 5. Other Events.
On June 21, 1995, a duly authorized Committee (the "Terms Committee") of
the Board of Directors of American General Corporation (the "Company")
authorized the issuance in an underwritten public offering of $150,000,000
aggregate principal amount of the Company's 6 3/4% Notes Due 2005 issued
pursuant to the Senior Indenture dated as of May 15, 1995 between the Company
and Chemical Bank, as Trustee (the "Notes") under the Company's previously
filed Registration Statement on Form S-3 (Registration No. 33-58317, 33-58317-
01 and 33-58317-02) (the "Registration Statement") and the related Prospectus
dated May 23, 1995 and Prospectus Supplement dated June 21, 1995.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits. The following Exhibits are filed as part of this Report
and as Exhibits to the Registration Statement:
Exhibit
Number Description
1 Form of Underwriting Agreement (Debt Securities and
Warrants to purchase Debt Securities), including forms
of Pricing Agreement and Delayed Delivery Contract.
4(a) Resolutions of the Terms Committee adopted on June 21,
1995 establishing the terms of the Notes, certified by
an Assistant Secretary of the Company.
4(b) Form of 6 3/4% Note Due 2005.
5 Opinion of Vinson & Elkins L.L.P., special counsel for
the Company, as to the legality of the Notes.
12 Ratio of Earnings to Fixed Charges.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
AMERICAN GENERAL CORPORATION
Dated: June 23, 1995 By: /S/ C. JEFFREY GAY
C. Jeffrey Gay
Assistant Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
1 Form of Underwriting Agreement (Debt Securities and
Warrants to purchase Debt Securities), including forms
of Pricing Agreement and Delayed Delivery Contract.
4(a) Resolutions of the Terms Committee adopted on
June 21, 1995 establishing the terms of the
Notes, certified by an Assistant Secretary of the
Company.
4(b) Form of 6 3/4% Note Due 2005.
5 Opinion of Vinson & Elkins, special counsel for
the Company, as to the legality of the Notes.
12 Ratio of Earnings to Fixed Charges.
<PAGE>
______________________________________________________________________________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 1995
AMERICAN GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
Texas 1-7981 74-0483432
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
2929 Allen Parkway, Houston, Texas 77019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 522-1111
______________________________________________________________________________
______________________________________________________________________________
<PAGE>
Item 5. Other Events.
On June 21, 1995, a duly authorized Committee (the "Terms Committee") of
the Board of Directors of American General Corporation (the "Company")
authorized the issuance in an underwritten public offering of $150,000,000
aggregate principal amount of the Company's 6 3/4% Notes Due 2005 issued
pursuant to the Senior Indenture dated as of May 15, 1995 between the Company
and Chemical Bank, as Trustee (the "Notes") under the Company's previously
filed Registration Statement on Form S-3 (Registration No. 33-58317, 33-58317-
01 and 33-58317-02) (the "Registration Statement") and the related Prospectus
dated May 23, 1995 and Prospectus Supplement dated June 21, 1995.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits. The following Exhibits are filed as part of this Report
and as Exhibits to the Registration Statement:
Exhibit
Number Description
1 Form of Underwriting Agreement (Debt Securities and
Warrants to purchase Debt Securities), including forms
of Pricing Agreement and Delayed Delivery Contract.
4(a) Resolutions of the Terms Committee adopted on June 21,
1995 establishing the terms of the Notes, certified by
an Assistant Secretary of the Company.
4(b) Form of 6 3/4% Note Due 2005.
5 Opinion of Vinson & Elkins L.L.P., special counsel for
the Company, as to the legality of the Notes.
12 Ratio of Earnings to Fixed Charges.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
AMERICAN GENERAL CORPORATION
Dated: June 23, 1995 By: /S/ C. JEFFREY GAY
C. Jeffrey Gay
Assistant Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
1 Form of Underwriting Agreement (Debt Securities and
Warrants to purchase Debt Securities), including forms
of Pricing Agreement and Delayed Delivery Contract.
4(a) Resolutions of the Terms Committee adopted on
June 21, 1995 establishing the terms of the
Notes, certified by an Assistant Secretary of the
Company.
4(b) Form of 6 3/4% Note Due 2005.
5 Opinion of Vinson & Elkins, special counsel for
the Company, as to the legality of the Notes.
12 Ratio of Earnings to Fixed Charges.
<PAGE>
EXHIBIT 1
American General Corporation
Debt Securities and Warrants to Purchase Debt Securities
Underwriting Agreement
American General Corporation, a Texas corporation (the "Company"),
proposes to issue and sell from time to time certain of its senior debt
securities (the "Senior Securities") and/or its senior subordinated debt
securities (the "Subordinated Securities" and, together with the Senior
Securities, the "Debt Securities") and/or Warrants (the "Warrants") to
purchase Senior Securities and/or Subordinated Securities registered under
the registration statement referred to in Section 1(a) below (the Senior
Securities, Subordinated Securities and Warrants, or any combination
thereof, shall be referred to herein, individually or together, as the
"Registered Securities"). The Senior Securities will be issued under a
senior indenture, dated as of May 15, 1995 (the "Senior Indenture") between
the Company and Chemical Bank, as Trustee, and the Subordinated Securities
will be issued under a senior subordinated indenture dated as of May 15,
1995 (the "Subordinated Indenture"), between the Company and Chemical Bank,
as Trustee. The Senior Indenture and the Subordinated Indenture are each
sometimes referred to herein as the "Indenture". Chemical Bank, in its
capacity as trustee under the Senior Indenture and the Subordinated
Indenture, is referred to herein as the "Trustee". The Warrants will be
issued under one or more warrant agreements (the warrant agreement relating
to any issue of Warrants to be sold pursuant to this Underwriting Agreement
(this "Agreement") will be identified in the applicable Pricing Agreement
(as hereinafter defined) and is referred to herein as the "Warrant
Agreement") between the Company and the warrant agent identified in such
Warrant Agreement (the "Warrant Agent"). The Registered Securities will be
issued in one or more series which may vary as to aggregate principal
amounts, interest rates, maturities, sinking fund requirements, redemption
provisions, selling prices, exercise provisions and any other terms which
the Indenture or any Warrant Agreement, as the case may be, contemplates
may be contained in the Registered Securities as issued from time to time.
Particular series of the Registered Securities may be sold pursuant to a
Pricing Agreement substantially in the form set forth in Annex I hereto
(the "Pricing Agreement"), subject to the terms and conditions set forth
therein and herein. The Pricing Agreement will incorporate by reference
the provisions of this Agreement, except as otherwise provided therein.
The Senior Securities, the Subordinated Securities and the Warrants may be
offered either together or separately.
The Registered Securities that are the subject of a particular
Pricing Agreement are referred to herein as the "Securities;" provided that
the Debt Securities issuable upon exercise of Warrants are referred to
herein as "Warrant Securities." The firm or firms named in Schedule I to
the Pricing Agreement are referred to herein as the "Underwriters," and the
representative or representatives of the Underwriters, if any, specified in
the Pricing Agreement are referred to herein as the "Representatives;"
<PAGE>
provided, however, that if the Pricing Agreement does not specify any
representative of the Underwriters, the term "Representatives" shall mean
the Underwriters.
As provided in Section 2 below, the Pricing Agreement may authorize
the Underwriters to solicit offers from certain investors to purchase
Securities from the Company pursuant to delayed delivery contracts
("Delayed Delivery Contracts"). Securities to be purchased pursuant to
Delayed Delivery Contracts are sometimes referred to herein as "Contract
Securities," and Securities to be purchased by the Underwriters (after
giving effect to the deduction, if any, for Contract Securities) are
sometimes referred to herein as "Underwriters' Securities."
Section 1. Representations and Warranties of the Company. The
Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) A registration statement (Nos. 33-58317, 33-58317-01 and
33-58317-02) on Form S-3 relating to the Registered Securities,
including the Securities, and all post-effective amendments thereto
required to the date of the Pricing Agreement, have been filed with
the Securities and Exchange Commission (the "Commission") in the form
heretofore delivered or to be delivered to the Representatives (and,
excluding exhibits to such registration statement, but including all
documents incorporated by reference in the prospectus contained
therein on or prior to the date of the Pricing Agreement, to the
Representatives for each of the other Underwriters) and such
registration statement and each such amendment thereto, if any, have
been declared effective by the Commission and no stop order
suspending the effectiveness thereof has been issued and no
proceeding for that purpose has been initiated or threatened by the
Commission. For purposes of this Agreement, (i) the term
"Registration Statement" shall mean the foregoing registration
statement, including all exhibits thereto and all documents
incorporated by reference therein as of the effective date thereof;
and any reference to the Registration Statement as amended (or
similar wording) shall mean the Registration Statement, including all
post-effective amendments thereto and all documents filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the effective date of the Registration
Statement and that are deemed to be incorporated by reference in the
Registration Statement upon the filing of such documents with the
Commission and the information, if any, deemed to be a part thereof
pursuant to Rule 434 under the Securities Act of 1933, as amended
(the "Act"); (ii) the term "Prospectus" shall mean the prospectus,
including all documents incorporated by reference therein as of the
date thereof, relating to the Registered Securities in the form
included in the Registration Statement as of the effective date
thereof or, if different, in the form in which it has most recently
been filed or transmitted for filing with the Commission on or prior
<PAGE>
to the date of the Pricing Agreement, as amended or supplemented to
reflect the terms of the offering of the Securities by the Prospectus
Supplement contemplated by Section 3(a) hereof, in the form in which
such Prospectus Supplement is filed with the Commission pursuant to
Rule 424(b) under the Act in accordance with Section 3(a) hereof; any
reference to the date of the Prospectus shall be deemed to refer to
the date of such Prospectus Supplement; and any reference to the
Prospectus as amended or supplemented (or similar wording) shall mean
the Prospectus, including all supplements thereto and all documents
filed by the Company with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of the
Prospectus and that are deemed to be incorporated by reference in the
Prospectus upon the filing of such documents with the Commission; and
(iii) the term "Preliminary Prospectus" shall mean any preliminary
prospectus, including all documents incorporated by reference therein
as of the date thereof, included in the registration statement prior
to the effectiveness thereof or filed with the Commission pursuant to
Rule 424(a) under the Act; and any reference to any Preliminary
Prospectus as amended or supplemented (or similar wording) shall mean
such Preliminary Prospectus, including all documents filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of such Preliminary
Prospectus and that are deemed to be incorporated by reference in the
Preliminary Prospectus upon the filing of such documents with the
Commission. If the Company elects to rely on Rule 434 under the Act,
all references to the Prospectus shall be deemed to include, without
limitation, the form of prospectus and the abbreviated term sheet,
taken together, provided to the Underwriters by the Company in
reliance on Rule 434 under the Act (the "Rule 434 Prospectus"). If
the Company files a registration statement to register a portion of
the Securities and relies on Rule 462(b) for such registration
statement to become effective upon filing with the Commission (the
"Rule 462 Registration Statement"), then any reference to
"Registration Statement" herein shall be deemed to be to both the
registration statement referred to above (Nos. 33-58317, 33-58317-01
and 33-58317-02) and the Rule 462 Registration Statement, as each
such registration statement may be amended pursuant to the Act;
(b) The documents incorporated by reference in the
Prospectus, as amended or supplemented, when they were filed with the
Commission, conformed in all material respects to the requirements of
the Exchange Act and the rules and regulations of the Commission
thereunder, and, when read together with the other information
included or incorporated by reference in the Prospectus at the time
the Registration Statement became effective, at the time any
post-effective amendment thereto became effective and at the time any
annual report on Form 10-K was filed by the Company and incorporated
by reference into the Prospectus, none of such documents contained an
untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading; and any further documents so filed
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<PAGE>
during the period during which delivery of a prospectus is required
in connection with the offering or sale of the Securities, and
incorporated by reference in the Prospectus, when such documents are
filed with the Commission, will conform in all material respects to
the requirements of the Exchange Act and the rules and regulations of
the Commission thereunder and, when read together with the other
information included or incorporated by reference in the Prospectus
at the time such documents are filed with the Commission, none of
such documents will contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of an
Underwriter through the Representatives expressly for use in the
Prospectus;
(c) The Registration Statement, as amended, and the
Prospectus, as amended, conform, and any amendments or supplements
thereto filed during the period during which delivery of a prospectus
is required in connection with the offering or sale of the Securities
will conform, in all material respects to the applicable requirements
of the Act, the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and the rules and regulations of the Commission
thereunder. The Registration Statement, as amended, and the
Prospectus, as amended or supplemented as of the effective date of
the Registration Statement, do not, and as of the effective date of
each post-effective amendment thereto, if any, at the time any annual
report on Form 10-K is filed by the Company and incorporated by
reference into the Prospectus, the date of the Pricing Agreement, the
Time of Delivery (as hereinafter defined) and during the period
during which delivery of a prospectus is required in connection with
the offering and sale of the Securities, will not, contain an untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation
and warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing
to the Company by or on behalf of an Underwriter through the
Representatives expressly for use in the Prospectus, or to the
Statements of Eligibility on Form T-1 (the "Forms T-1"), except as to
statements or omissions in such Forms T-1 made in reliance upon
information furnished in writing to the Trustee by or on behalf of
the Company for use therein;
(d) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, there has
been no material adverse change, nor any development or event
involving a prospective material adverse change, in the business,
financial condition, or results of operations of the Company and its
subsidiaries taken as a whole, other than as set forth or
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<PAGE>
contemplated in the Prospectus as amended or supplemented, whether or
not arising in the ordinary course of business;
(e) The Company has been duly incorporated and is validly
existing as a corporation under the laws of the State of Texas with
corporate power and authority to own its properties and conduct its
business as described in the Prospectus, and has been duly qualified
as a foreign corporation for the transaction of business and is in
good standing under the laws of each other jurisdiction in which it
owns or leases substantial properties, or conducts business, and
where the failure so to qualify and be in good standing would have a
material adverse effect on the business of the Company and its
subsidiaries taken as a whole; each of the Company's subsidiaries
defined under the Indenture as a Designated Subsidiary (herein the
"Selected Subsidiaries") has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its
jurisdiction of incorporation, has corporate power and authority to
own or lease its properties and conduct its business as described in
the Prospectus, and has been duly qualified as a foreign corporation
for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases
substantial properties, or conducts business, and where the failure
so to qualify and be in good standing would have a material adverse
effect on the business of the Company and its subsidiaries taken as a
whole; and each of the Company and the Selected Subsidiaries has all
required authorizations, approvals, orders, licenses, certificates
and permits of and from all governmental regulatory officials and
bodies (including, without limitation, each insurance commission
having jurisdiction over the Company or any insurance subsidiary of
the Company) to own or lease its properties and conduct its business
as described in the Prospectus, except such authorizations,
approvals, orders, licenses, certificates and permits which, if not
obtained, would not have a material adverse effect on the business of
the Company and its subsidiaries taken as a whole, and neither the
Company nor any of the Selected Subsidiaries has received any notice
of proceedings relating to the revocation or modification of any such
authorization, approval, order, license, certificate or permit which,
singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would materially adversely affect the
business of the Company and its subsidiaries taken as a whole;
(f) All of the outstanding shares of capital stock of each of
the Selected Subsidiaries have been duly authorized and validly
issued, are fully paid and non-assessable, and (except for any
directors' qualifying shares) are owned, directly or indirectly, by
the Company, free and clear of all liens and encumbrances;
(g) The Securities have been duly authorized (or will have
been so authorized prior to their issuance) and, when executed and
authenticated pursuant to the Indenture or Warrant Agreement, as the
case may be, pursuant to which the Securities are being issued, and
-5-
<PAGE>
issued and delivered against payment therefor pursuant to this
Agreement and the Pricing Agreement (or, in the case of any Contract
Securities, pursuant to the Delayed Delivery Contracts with respect
thereto), will be duly executed, authenticated, issued and delivered
and will constitute valid and legally binding obligations of the
Company enforceable against the Company in accordance with their
terms and entitled to the benefits of the Indenture or Warrant
Agreement, as the case may be, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other laws of
general applicability relating to or affecting creditors' rights and
to general equity principles; the Indenture or Warrant Agreement, as
the case may be, pursuant to which the Securities are being issued,
has been duly authorized, executed and delivered by the Company, and
constitutes a valid and legally binding instrument of the Company,
enforceable against the Company in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other laws of general applicability relating to or
affecting creditors' rights and to general equity principles; the
Indenture has been duly qualified under the Trust Indenture Act; and
the Securities and the Indenture or Warrant Agreement, as the case
may be, conform in all material respects with the descriptions
thereof in the Prospectus;
(h) The Warrant Securities, if any, have been duly authorized
(or will have been so authorized prior to issuance of the Warrants
relating thereto) for issuance and sale upon the exercise of the
Warrants, and, when executed and authenticated pursuant to the terms
and provisions of the Indenture and issued and delivered against
payment of the exercise price in accordance with the terms of the
Warrant Agreement, will be duly executed, authenticated, issued and
delivered and will constitute valid and legally binding obligations
of the Company enforceable against the Company in accordance with
their terms and entitled to the benefits of the Indenture, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other laws of general applicability relating to or
affecting creditors' rights and to general equity principles; and the
Warrant Securities, if any, will conform in all material respects
with the description thereof in the Prospectus;
(i) In the event any of the Securities are purchased pursuant
to Delayed Delivery Contracts, each of such Delayed Delivery
Contracts has been (or will be prior to the Time of Delivery) duly
authorized by the Company and, when executed and delivered by the
Company and the purchaser named therein, will constitute a valid and
legally binding agreement of the Company enforceable against the
Company in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other
laws of general applicability relating to or affecting creditors'
rights and to general equity principles; and such Delayed Delivery
Contracts will conform in all material respects to the description
thereof in the Prospectus;
-6-
<PAGE>
(j) The issue and sale of the Securities and Warrant
Securities, if any, the compliance by the Company with all of the
provisions of the Securities and Warrant Securities, if any, the
Indenture, the Warrant Agreement, if any, each of the Delayed
Delivery Contracts, if any, this Agreement and the Pricing Agreement,
and the consummation of the transactions herein and therein
contemplated will not (i) conflict with or result in a breach of any
of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument for money borrowed to which the Company or any of the
Selected Subsidiaries is a party or by which the Company or any of
the Selected Subsidiaries is bound or to which any of the property or
assets of the Company or any of the Selected Subsidiaries is subject,
or (ii) result in any violation of (x) the provisions of the Restated
Articles of Incorporation, as amended, or the Amended and Restated
By-Laws of the Company or (y) to the best knowledge of the Company,
any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or
any of the Selected Subsidiaries or any of their properties, in any
manner which, in the case of clauses (i) and (ii)(y), would have a
material adverse effect on the business of the Company and its
subsidiaries taken as a whole; and no consent, approval,
authorization, order, registration or qualification of or with any
such court or governmental agency or body is required for the issue
and sale of the Securities or Warrant Securities, if any, or the
consummation by the Company of the other transactions contemplated by
this Agreement, the Pricing Agreement, the Indenture, the Warrant
Agreement, if any, or any Delayed Delivery Contract, except such as
have been, or will have been prior to the Time of Delivery, obtained
under the Act and the Trust Indenture Act and such consents,
approvals, authorizations, registrations or qualifications as may be
required under "blue sky" or state securities laws or insurance laws
in connection with the purchase and distribution of the Securities by
the Underwriters;
(k) Other than as set forth or contemplated in the
Prospectus, there are no legal or governmental proceedings pending to
which the Company or any of the Selected Subsidiaries is a party or
of which any property of the Company or any of the Selected
Subsidiaries is subject which, individually or in the aggregate, are
expected to have a material adverse effect on the business, financial
condition, or results of operations of the Company and its
subsidiaries taken as a whole; and, to the best of the Company's
knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others;
(l) The Company is not and, after giving effect to the issue
and sale of the Securities and Warrant Securities, if any, will not
be an "investment company" or an entity "controlled" by an
"investment company," as such terms are defined in the Investment
Company Act of 1940, as amended (the "Investment Company Act"); and
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<PAGE>
(m) Neither the Company nor any of its affiliates does
business with the government of Cuba or with any person or affiliate
located in Cuba within the meaning of Section 517.075, Florida
Statutes.
Section 2. Purchase and Offering of Securities. The obligation of
the Company to issue and sell any of the Securities and the obligation of
any of the Underwriters to purchase any of the Securities shall be
evidenced by the Pricing Agreement with respect to the Securities specified
therein. The Pricing Agreement shall specify the aggregate principal
amount (in the case of Debt Securities) or the number (in the case of
Warrants) of the Securities, the initial public offering price of such
Securities, the purchase price to the Underwriters of such Securities, the
names of the Underwriters of such Securities (subject to substitution as
provided by Section 7 herein), the names of the Representatives of such
Underwriters, the principal amount or number of such Securities to be
purchased by each Underwriter and whether any of such Securities shall be
covered by Delayed Delivery Contracts and the commission payable to the
Underwriters with respect thereto and shall set forth the date, time and
manner of delivery of such Securities and payment therefor. The Pricing
Agreement shall also specify (to the extent not set forth in the Indenture
or Warrant Agreement, as the case may be, pursuant to which the Securities
are being issued, and the Registration Statement and Prospectus) the terms
of such Securities. The Pricing Agreement shall be in the form of an
executed writing (which may be in counterparts), and may be evidenced by an
exchange of telegraphic communications or any other rapid transmission
device designed to produce a written record of communications transmitted.
The obligations of the Underwriters under this Agreement and the Pricing
Agreement shall be several and not joint. Upon the execution of the
Pricing Agreement and authorization by the Representatives of the release
of the Underwriters' Securities, the several Underwriters propose to offer
the Underwriters' Securities for sale upon the terms and conditions set
forth in the Prospectus.
Underwriters' Securities to be purchased by each Underwriter pursuant
to the Pricing Agreement, in definitive form to the extent practicable, and
in such authorized denominations and registered in such names as the
Representatives may request upon at least twenty-four hours prior notice to
the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of each such Underwriter, against payment
by or on behalf of such Underwriter of the purchase price therefor, by
certified or official bank check or checks, payable to the order of the
Company or by wire transfer to a bank account specified by the Company, in
the funds specified in the Pricing Agreement, all at the place and time and
date specified in the Pricing Agreement or at such other place and time and
date as the Representatives and the Company may agree upon in writing, such
time and date being herein called the "Time of Delivery" for the
Underwriters' Securities.
Concurrently with the delivery of and payment for the Underwriters'
Securities, the Company will deliver to the Representatives for the
accounts of the Underwriters a check payable to the order of the party
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<PAGE>
designated in the Pricing Agreement in the amount of any compensation
payable by the Company to the Underwriters in respect of any Delayed
Delivery Contracts as provided in this Section and in the Pricing
Agreement.
The Company may specify in Schedule II to the Pricing Agreement that
the Underwriters are authorized to solicit offers to purchase Securities
from the Company pursuant to Delayed Delivery Contracts, substantially in
the form of Annex III attached hereto but with such changes therein as the
Representatives and the Company may authorize or approve. If so specified,
the Underwriters will endeavor to make such arrangements, and as
compensation therefor the Company will pay to the Representatives, for the
accounts of the Underwriters, at the Time of Delivery such commission, if
any, as may be set forth in the Pricing Agreement. Delayed Delivery
Contracts, if any, are to be with investors of the types described in the
Prospectus and subject to other conditions therein set forth. The
Underwriters will not have any responsibility in respect of the validity or
performance of any Delayed Delivery Contracts.
The principal amount (in the case of Debt Securities) or number (in
the case of Warrants) of Contract Securities to be deducted from the
principal amount or number of Securities to be purchased by each
Underwriter as set forth in Schedule I to the Pricing Agreement shall be
equal to the principal amount or number of Contract Securities which the
Company has been advised by the Representatives have been attributed to
such Underwriter, provided that, if the Company has not been so advised,
the amount or number of Contract Securities to be so deducted shall be, in
each case, that proportion of Contract Securities which the principal
amount or number of Securities to be purchased by such Underwriter under
the Pricing Agreement bears to the total principal amount or number of the
Securities (rounded as the Representatives may determine). The total
principal amount or number of Underwriters' Securities to be purchased by
all the Underwriters pursuant to the Pricing Agreement shall be the total
principal amount or number of Securities set forth in Schedule I to the
Pricing Agreement less the principal amount or number of the Contract
Securities. The Company will deliver to the Representatives not later than
3:30 p.m., New York City time, on the second business day preceding the
Time of Delivery (or such other time and date as the Representatives and
the Company may agree upon in writing) a written notice setting forth the
names of the investors with which the making of Delayed Delivery Contracts
has been approved by the Company and the principal amount or number of
Contract Securities to be covered by each such Delayed Delivery Contract.
Section 3. Certain Agreements of the Company. The Company agrees
with each of the Underwriters:
(a) Immediately following the execution of the Pricing
Agreement, to prepare an amendment or supplement to the prospectus
related to the Registered Securities to reflect the terms of the
offering of the Securities (the "Prospectus Supplement") in a form
reasonably approved by the Representatives, and to file or transmit
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<PAGE>
for filing the Prospectus Supplement pursuant to Rule 424(b) under
the Act within the applicable time period prescribed therefor by the
rules and regulations under the Act; except as otherwise required by
law, to make no amendment or supplement to the Registration Statement
or Prospectus after the date of the Pricing Agreement and prior to
the Time of Delivery which shall be reasonably disapproved by the
Representatives promptly after reasonable notice thereof; for so long
as the delivery of a prospectus is required in connection with the
offering or sale of the Securities, to file promptly all reports and
any definitive proxy or information statements required to be filed
by the Company with the Commission pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act, and to advise the Representatives,
promptly after it receives notice thereof, of the time when any
amendment to the Registration Statement has been filed or becomes
effective or any supplement to the Prospectus or any amended
Prospectus has been filed or transmitted for filing with the
Commission, of the issuance by the Commission of any stop order or of
any order preventing or suspending the use of any prospectus relating
to the Securities, of the suspension of the qualification of such
Securities for offering or sale in any jurisdiction, of the
initiation or threatening of any proceeding for any such purpose, or
of any request by the Commission for the amending or supplementing of
the Registration Statement or Prospectus or for additional
information; and, in the event of the issuance of any such stop order
or of any such order preventing or suspending the use of any
prospectus relating to the Securities or suspending any such
qualification, to use promptly its best efforts to obtain its
withdrawal. If the Company elects to rely on Rule 434 under the Act,
the Company will (i) prepare an abbreviated term sheet that complies
with the requirements of Rule 434 under the Act and (ii) file or
transmit for filing with the Commission the form of Prospectus
complying with Rule 434(c)(2) under the Act in accordance with Rule
424(b) under the Act by the close of business in New York on the
business day immediately succeeding the date of the Pricing
Agreement;
(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify the Securities and
any Warrant Securities for offering and sale under the securities and
insurance laws of such jurisdictions as the Representatives may
reasonably request and to comply with such laws to the extent
necessary to permit the continuance of sales and dealings therein in
such jurisdictions for as long as may be necessary to complete the
distribution of such Securities; provided, however, that in
connection therewith the Company shall not be required to qualify as
a foreign corporation or as a dealer in securities in any
jurisdiction in which it is not so qualified or to file a general
consent to service of process in any jurisdiction;
(c) To furnish the Underwriters with copies of the Prospectus
in such quantities as the Representatives may from time to time
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<PAGE>
reasonably request, and, if the delivery of a prospectus is required
at any time in connection with the offering or sale of the Securities
and if at such time any event shall have occurred or condition exist
as a result of which the Prospectus, as it may then be amended or
supplemented, would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they were made when such Prospectus is delivered, not misleading, or,
if for any other reason it shall be necessary during such same
period, in the opinion of the Representatives or the Company, to
amend or supplement the Prospectus or to file under the Exchange Act
any document incorporated by reference in the Prospectus in order to
comply with the Act, the Exchange Act or the Trust Indenture Act, to
notify the Representatives of such event, condition, filing,
amendment or supplement and upon the Representatives' request to file
such document and to prepare and furnish without charge to each
Underwriter and to any dealer in securities as many copies as the
Representatives may from time to time reasonably request of an
amended Prospectus or a supplement to the Prospectus which will
correct such statement or omission or effect such compliance;
(d) To make generally available to its security holders as
soon as practicable, but in any event not later than 90 days
following the close of the period covered thereby, an earnings
statement, covering a twelve-month period beginning not later than
the first day of the Company's fiscal quarter next following the
"effective date" (as defined in Rule 158 under the Act) of the
Registration Statement, of the Company and its subsidiaries (which
need not be audited) complying with Section 11(a) of the Act and the
rules and regulations of the Commission thereunder (including Rule
158);
(e) During the period beginning from the date of the Pricing
Agreement and continuing to and including the Time of Delivery, not
to offer, sell, contract to sell or otherwise dispose of any debt
securities of the Company (except for any debt securities issued upon
exercise of outstanding warrants, if any, and except that the Company
shall have the right to close during such period the sale of any debt
securities under its medium-term note programs that it had agreed to
sell on or before the date of the Pricing Agreement and of which it
had informed the Representatives prior to their execution of the
Pricing Agreement) having an original maturity of more than one year
after such Time of Delivery, or any warrants for the purchase of any
such debt securities of the Company, without the prior consent of the
Representatives; and
(f) The Company shall file in a timely manner all documents
required to be filed with the Commission pursuant to Sections 13 and
14 of the Exchange Act.
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<PAGE>
Section 4. Payment of Expenses. The Company agrees to pay or cause
to be paid the following: (i) the fees, disbursements and expenses of the
Company's counsel and accountants in connection with the registration of
the Registered Securities and any Warrant Securities under the Act and all
other expenses in connection with the preparation, printing and filing of
the Registration Statement, any Preliminary Prospectus and the Prospectus
and amendments and supplements thereto and the mailing and delivering of
copies thereof to the Underwriters and dealers; (ii) the cost of printing
or producing any Agreement among Underwriters, this Agreement, the Pricing
Agreement, the Indenture, any Warrant Agreement, any Delayed Delivery
Contracts, any Blue Sky and Legal Investment Memoranda and any other
documents in connection with the offering, purchase, sale and delivery of
the Registered Securities and any Warrant Securities; (iii) all expenses in
connection with the qualification of the Registered Securities and any
Warrant Securities for offering and sale under state securities laws as
provided in Section 3(b) hereof, including the reasonable fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky and legal investment
surveys; (iv) any fees charged by securities rating services for rating the
Securities and any Warrant Securities; (v) any filing fees incident to any
required review by the National Association of Securities Dealers, Inc. of
the terms of the sale of the Securities and any Warrant Securities; (vi)
the cost of preparing the Securities and any Warrant Securities; (vii) the
fees and expenses of the Trustee and any agent of the Trustee and of any
Warrant Agent and any agent of any Warrant Agent; and (viii) all other
costs and expenses incident to the performance of its obligations hereunder
and under any Delayed Delivery Contracts which are not otherwise
specifically provided for in this Section 4. It is understood, however,
that, except as provided in this Section 4, Section 6 and Section 8 hereof,
the Underwriters will pay all of their own costs and expenses, including
the fees and disbursements of their own counsel, transfer taxes on resale
of any of the Securities or Warrant Securities by them, and any advertising
expenses connected with any offers they may make.
Section 5. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters under the Pricing Agreement shall be
subject, in the discretion of the Representatives, to the condition that
all representations and warranties of the Company in or incorporated by
reference in the Pricing Agreement are, at and as of the Time of Delivery,
true and correct, the condition that the Company shall have performed all
of its obligations hereunder theretofore to be performed, and the following
additional conditions:
(a) The Prospectus Supplement shall have been filed or
transmitted for filing with the Commission pursuant to Rule 424(b)
within the applicable time period prescribed therefor by the rules
and regulations under the Act and in accordance with Section 3(a)
hereof; if the Company shall have elected to rely on Rule 434 under
the Act, the form of Prospectus complying with Rule 434(c)(2) under
the Act shall have been filed or transmitted for filing with the
Commission pursuant to Rule 424(b) under the Act within the time
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period therefor required by Section 3(a) hereof; no stop order
suspending the effectiveness of the Registration Statement shall have
been issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been
complied with to the Representatives' reasonable satisfaction;
(b) Brown & Wood, counsel for the Underwriters (or such other
counsel as shall be indicated in the Pricing Agreement), shall have
furnished to the Representatives such opinion or opinions, dated the
Time of Delivery, with respect to the due and valid authorization,
execution and delivery of the Indenture, the Warrant Agreement, if
any, the Securities and the Delayed Delivery Contracts, if any, and
the Registration Statement, the Prospectus and other related matters
as the Representatives may reasonably request, and such counsel shall
have received such papers and information as they may reasonably
request to enable them to pass upon such matters (in rendering such
opinion or opinions, Brown & Wood may rely as to matters of Texas law
upon the opinions of Vinson & Elkins L.L.P. (or other counsel
licensed to practice in the State of Texas) and of the General
Counsel or the Associate General Counsel - Corporate/Finance of the
Company referred to in subsections 5(c) and 5(d), respectively);
(c) Vinson & Elkins L.L.P., counsel for the Company, or such
other counsel as shall be indicated in the Pricing Agreement, shall
have furnished to the Representatives their written opinion, dated
the Time of Delivery, in form and substance satisfactory to the
Representatives, to the effect that:
(i) The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the
State of Texas, with corporate power and authority to own its
properties and conduct its business as described in the
Prospectus;
(ii) The Pricing Agreement (including the
provisions of this Agreement) and any Delayed Delivery
Contracts have been duly authorized, executed and delivered by
the Company;
(iii) The Indenture or Warrant Agreement, as the
case may be, pursuant to which the Securities are being issued
has been duly authorized, executed and delivered by the Company
and (assuming the Indenture or Warrant Agreement, as the case
may be, has been duly authorized, executed and delivered by the
Trustee or Warrant Agent, as applicable) constitutes a valid
and legally binding instrument of the Company, enforceable
against the Company in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other laws of general applicability relating to
or affecting creditors' rights and to general equity
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principles; such Indenture has been duly qualified under the
Trust Indenture Act; and such Indenture or Warrant Agreement,
as the case may be, conforms in all material respects to the
description thereof in the Prospectus;
(iv) The Securities have been duly authorized and,
when executed and authenticated pursuant to the Indenture or
Warrant Agreement, as the case may be, pursuant to which the
Securities are being issued, and issued and delivered against
payment therefor pursuant to this Agreement and the Pricing
Agreement (or, in the case of any Contract Securities, pursuant
to the Delayed Delivery Contracts with respect thereto), will
be duly executed, authenticated, issued and delivered and will
constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms
and entitled to the benefits of such Indenture or Warrant
Agreement, as the case may be, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and
other laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and the
Securities are in the form authorized in or pursuant to the
Indenture or Warrant Agreement, as the case may be, pursuant to
which the Securities are being issued and conform in all
material respects to the description thereof in the Prospectus;
(v) The Warrant Securities, if any, have been duly
authorized for issuance and sale upon the exercise of the
Warrants, and, when executed and authenticated pursuant to the
terms and provisions of the applicable Indenture and issued and
delivered against payment of the exercise price in accordance
with the terms of the Warrant Agreement, will be duly executed,
authenticated, issued and delivered and will constitute valid
and legally binding obligations of the Company enforceable
against the Company in accordance with their terms and entitled
to the benefits of the applicable Indenture, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other laws of general applicability relating to
or affecting creditors' rights and to general equity
principles; and the form of Warrant Securities, if any,
conforms in all material respects to the description thereof in
the Prospectus;
(vi) The Registration Statement is effective under
the Act and, to the best knowledge of such counsel, no stop
order suspending the effectiveness of the Registration
Statement has been issued and no proceeding for that purpose
has been instituted or threatened by the Commission;
(vii) The Registration Statement, at the time it
became effective, and as amended or supplemented as of the date
of the Pricing Agreement (other than the financial statements
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and other financial information included therein or the Forms
T-1, as to which no opinion or belief need be expressed),
appeared on its face to be appropriately responsive in all
material respects to the applicable requirements of the Act,
the Trust Indenture Act and the respective rules and
regulations of the Commission thereunder; and
(viii) The Company is not, and, after giving effect to the
issue and sale of the Securities and Warrant Securities, if
any, will not be an "investment company" or an entity
"controlled" by an "investment company," as such terms are
defined in the Investment Company Act.
In addition, such opinion shall also contain a statement
that no facts have come to such counsel's attention that lead
them to believe that the Registration Statement (other than the
financial statements and other financial and statistical data
contained therein, as to which such counsel need not express
any comment), at the time it became effective, or if an
amendment to the Registration Statement or an annual report on
Form 10-K has been filed by the Company with the Commission
subsequent to the effectiveness of the Registration Statement,
then at the time the most recent such amendment became
effective or the most recent such Form 10-K was filed, as the
case may be, and as of the date of the Pricing Agreement,
contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or
necessary to make the statements therein not misleading or that
the Prospectus (other than the financial statements and other
financial and statistical data contained therein, as to which
such counsel need not express any comment), as amended or
supplemented at the date of the Pricing Agreement and at the
Time of Delivery, contains an untrue statement of a material
fact or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances
under which they were made, not misleading;
(d) The General Counsel or the Associate General Counsel -
Corporate/Finance of the Company shall have furnished to the
Representatives his or her written opinion, dated the Time of
Delivery, in form and substance satisfactory to the Representatives,
to the effect that:
(i) Each of the Selected Subsidiaries has been duly
incorporated and is validly existing as a business corporation
or an insurer, as the case may be, in good standing under the
laws of its jurisdiction of incorporation, provided, however,
that "good standing" means with respect to any corporation
incorporated under the laws of the State of Indiana that such
corporation has filed its most recent annual report required by
the laws of the State of Indiana and Articles of Dissolution
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<PAGE>
have not been filed in the State of Indiana with respect to
such corporation; to the knowledge of such counsel, each of the
Company and the Selected Subsidiaries has been duly qualified
as a foreign corporation for the transaction of business or
licensed to transact business as an insurance company, as the
case may be, and is in good standing under the laws of each
other jurisdiction in which it owns or leases substantial
properties, or conducts business, and where the failure so to
qualify would have a material adverse effect on the business of
the Company and its subsidiaries taken as a whole; all of the
outstanding shares of capital stock of each Selected Subsidiary
have been duly authorized and validly issued, are fully paid
and non-assessable, and (except for any directors' qualifying
shares) are owned, directly or indirectly, by the Company, free
and clear of all liens and encumbrances; and, to the knowledge
of such counsel, each of the Company and the Selected
Subsidiaries has all required authorizations, approvals,
orders, licenses, certificates and permits of and from all
governmental regulatory officials and bodies (including,
without limitation, each insurance regulatory authority having
jurisdiction over the Company or any insurance subsidiary of
the Company) to own or lease its properties and to conduct its
business as described in the Prospectus, except such
authorizations, approvals, orders, licenses, certificates and
permits which, if not obtained, would not have a material
adverse effect on the business of the Company and its
subsidiaries taken as a whole (such counsel being entitled to
rely in respect of the opinion in this clause (i) upon opinions
(in form and substance reasonably satisfactory to the
Representatives) of local counsel and of counsel for the
Selected Subsidiaries, such counsel being acceptable to counsel
for the Underwriters, copies of which shall be furnished to the
Representatives; and in respect of matters of fact upon
certificates of officers of the Company or the Selected
Subsidiaries, provided that such counsel shall state that he or
she believes that he or she is justified in relying upon such
opinions and certificates);
(ii) To the knowledge of such counsel, there are no
legal or governmental proceedings pending or threatened of a
character that are required to be disclosed in the Registration
Statement and Prospectus, other than as disclosed therein; to
the knowledge of such counsel, there are no contracts,
indentures, mortgages, deeds of trust, loan agreements or other
documents of a character required to be described in the
Registration Statement or Prospectus (or required to be filed
under the Exchange Act if upon such filing they would be
incorporated by reference therein) or to be filed as exhibits
to the Registration Statement that are not described and filed
as required;
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<PAGE>
(iii) The issue and sale of the Securities and
Warrant Securities, if any, the compliance by the Company with
all of the provisions of the Securities, the Warrant
Securities, if any, the applicable Indenture, the Warrant
Agreement, if any, each of the Delayed Delivery Contracts, if
any, this Agreement and the Pricing Agreement, and the
consummation of the transactions herein and therein
contemplated will not (A) conflict with or result in a breach
of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument for money borrowed to which
the Company or any of its subsidiaries is a party or by which
the Company or any of its subsidiaries is bound or to which any
of the property or assets of the Company or any of its
subsidiaries is subject, or (B) result in any violation of
(x) the provisions of the Restated Articles of Incorporation or
the Amended and Restated By-Laws of the Company or (y) any
statute or any order, rule or regulation known to such counsel
of any court or governmental agency or body having jurisdiction
over the Company or any of its subsidiaries or any of their
properties, in any manner which, in the case of clauses (A) and
(B)(y), would have a material adverse effect on the business of
the Company and its subsidiaries taken as a whole (such counsel
being entitled to rely in respect of the opinion in this clause
(iii) with respect to subsidiaries upon opinions (in form and
substance reasonably satisfactory to the Representatives) of
counsel for the subsidiaries, such counsel being acceptable to
counsel for the Underwriters, copies of which shall be
furnished to the Representatives, provided that such counsel
shall state that he or she believes that he or she is justified
in relying upon such opinions); and
(iv) No consent, approval, authorization, order,
registration or qualification of or with any such court or
governmental agency or body is required for the issue and sale
of the Securities or the Warrant Securities, if any, or the
consummation by the Company of the other transactions
contemplated by this Agreement, the Pricing Agreement, the
applicable Indenture, the Warrant Agreement, if any, or any
Delayed Delivery Contract, except such as may be required under
the Act and the Trust Indenture Act and such consents,
approvals, authorizations, registrations or qualifications as
may be required under "blue sky" or state securities laws or
insurance laws in connection with the purchase and distribution
of the Securities by the Underwriters.
(e) At the Time of Delivery, the independent certified public
accountants who have audited the financial statements of the Company
and its subsidiaries included or incorporated by reference in the
Registration Statement shall have furnished to the Representatives a
letter or letters dated such Time of Delivery (except that any such
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letter from the independent certified public accountants who have
audited the consolidated financial statements of American Franklin
Company and its subsidiaries shall be dated no earlier than one
business day prior to the Time of Delivery), in form and substance
reasonably satisfactory to the Representatives, to the effect set
forth in Annex II hereto;
(f) Since the date of the Pricing Agreement and since the
respective dates as of which information is given in the Prospectus,
there shall have been no material adverse change, nor any development
or event involving a prospective material adverse change, in the
business, financial condition, or results of operations of the
Company and its subsidiaries taken as a whole, whether or not arising
in the ordinary course of business, the effect of which is, in the
reasonable judgment of the Representatives, so material and adverse
as to make it impracticable or inadvisable to proceed with the public
offering or the delivery of the Underwriters' Securities on the terms
and in the manner contemplated in the Prospectus;
(g) Subsequent to the date of the Pricing Agreement, no
downgrading shall have occurred in the rating accorded the Company's
long-term debt securities by either Moody's Investors Service, Inc.
or Standard & Poor's Corporation;
(h) Subsequent to the date of the Pricing Agreement, there
shall not have occurred any of the following: (i) a suspension or
material limitation in trading in securities generally on the New
York Stock Exchange or any other exchange on which application shall
have been made to list the Securities; (ii) a general moratorium on
commercial banking activities in New York declared by either Federal
or New York State authorities; or (iii) the engagement by the United
States in hostilities which have resulted in the declaration of a
national emergency or war on or after the date of such Pricing
Agreement, if the effect of any such event specified in this
subsection 5(h), in the reasonable judgment of the Representatives,
makes it impracticable to proceed with the public offering or the
delivery of the Underwriters' Securities on the terms and in the
manner contemplated in the Prospectus; and
(i) The Company shall have furnished or caused to be furnished
to the Representatives at the Time of Delivery, a certificate or
certificates of the Company signed by the Chairman, the Vice
Chairman, the President or a Vice President as to the accuracy of the
representations and warranties of the Company herein at and as of
such Time of Delivery, as to the performance by the Company of all of
its obligations hereunder to be performed at or prior to such Time of
Delivery, and as to the matters set forth in the first three clauses
of subsections 5(a) and in subsection 5(f).
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Section 6. Indemnification.
(a) The Company will indemnify and hold harmless each
Underwriter against any losses, claims, damages or liabilities, joint
or several, as incurred, to which such Underwriter may become
subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus,
the Registration Statement, the Prospectus, or any amendment or
supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection
with investigating, preparing for or defending against any such
action or claim, commenced or threatened; provided, however, that the
Company shall not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, the Registration
Statement, the Prospectus, or any such amendment or supplement, in
reliance upon and in conformity with written information furnished to
the Company by or on behalf of any Underwriter through the
Representatives expressly for use therein; and provided, further,
that the Company shall not be liable to any Underwriter under the
indemnity agreement in this subsection (a) with respect to any
Preliminary Prospectus to the extent that any such loss, claim,
damage or liability of such Underwriter results from the fact that
such Underwriter sold Underwriters' Securities to a person to whom
there was not sent or given, at or prior to the written confirmation
of such sale, a copy of the Prospectus as then amended or
supplemented (excluding documents incorporated by reference therein)
in any case where such delivery is required by the Act if the Company
has previously furnished copies thereof to such Underwriter and the
loss, claim, damage or liability of such Underwriter results from an
untrue statement or omission or alleged untrue statement or omission
of a material fact contained in the Preliminary Prospectus which was
corrected in the Prospectus (or the Prospectus as amended or
supplemented).
(b) Each Underwriter will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities, as
incurred, to which the Company may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in
any Preliminary Prospectus, the Registration Statement, the
Prospectus, or any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
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statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Preliminary
Prospectus, the Registration Statement, the Prospectus, or any such
amendment or supplement in reliance upon and in conformity with
written information furnished to the Company by or on behalf of such
Underwriter through the Representatives expressly for use therein;
and will reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating,
preparing for or defending against any such action or claim,
commenced or threatened.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement or threat
of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under such
subsection, notify the indemnifying party in writing of the
commencement or threat thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it
may have to any indemnified party otherwise than under such
subsection. In case any such action shall be commenced or threatened
against any indemnified party and it shall notify the indemnifying
party of the commencement or threat thereof, the indemnifying party
shall be entitled to participate therein and, to the extent that it
shall wish and so elect within a reasonable time after receipt of
such notification, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with
the consent of the indemnified party, be counsel to the indemnifying
party and it being understood that the indemnifying party shall not,
in connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the fees
and expenses of more than one separate firm of attorneys (provided
that local counsel may be retained to the extent necessary) for all
such indemnified parties (treating the indemnified party and the
persons referred to in subsection (e) below to which the provisions
of this Section 6 shall extend as a single indemnified party for such
purpose)), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof,
the indemnifying party shall not be liable to such indemnified party
under such subsection for any legal expenses of other counsel or any
other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than
reasonable costs of investigation. Whether or not the indemnifying
party elects to assume the defense of any action commenced or
threatened in accordance with this subsection (c), the indemnifying
party shall not be liable for any settlement of such action effected
by the indemnified party unless such settlement is effected with the
prior written consent of the indemnifying party.
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(d) If the indemnification provided for in this Section 6 is
unavailable to or insufficient to hold harmless an indemnified party
under subsection (a) or (b) above in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in
such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the
other hand from the offering of the Securities. If, however, the
allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to
give the notice required under subsection (c) above or is not
entitled to receive the indemnification provided for in subsection
(a) above because of the second proviso thereof, then each
indemnifying party shall contribute to such amount paid or payable by
such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault
of the Company on the one hand and the Underwriters on the other hand
in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the
Underwriters on the other hand shall be deemed to be in the same
proportion as the total net proceeds from such offering (before
deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the Underwriters.
The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or the
Underwriters on the other hand and the parties' relative intent,
knowledge, access to information and opportunity to correct or
prevent such statement or omission, including, with respect to any
Underwriter, the extent to which such losses, claims, damages or
liabilities (or actions in respect thereof) with respect to any
Preliminary Prospectus result from the fact that such Underwriter
sold Underwriters' Securities to a person to whom there was not sent
or given, at or prior to the written confirmation of such sale, a
copy of the Prospectus as then amended or supplemented (excluding
documents incorporated by reference) in any case where such delivery
is required by the Act, if the Company has previously furnished
copies thereof to such Underwriter and the loss, claim, damage or
liability results from an untrue statement or omission or alleged
untrue statement or omission of a material fact contained in the
Preliminary Prospectus which was corrected in the Prospectus (or the
Prospectus as amended or supplemented). The Company and the
Underwriters agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity
for such purpose) or by any other method of allocation which does not
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take account of the equitable considerations referred to above in
this subsection (d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d)
shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating,
preparing for or defending against any such action or claim.
Notwithstanding the provisions of this subsection (d), no Underwriter
shall be required to contribute any amount in excess of the amount by
which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the
amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The obligations of the
Underwriters in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations with respect
to the Securities and not joint.
(e) The obligations of the Company under this Section 6 shall
be in addition to any liability which the Company may otherwise have
and shall extend, upon the same terms and conditions, to each person,
if any, who controls any Underwriter within the meaning of the Act;
and the obligations of the Underwriters under this Section 6 shall be
in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions,
to each officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the Act.
Section 7. Default of Underwriters.
(a) If any Underwriter shall default in its obligation to
purchase the Underwriters' Securities which it has agreed to purchase
under the Pricing Agreement, the Representatives may in their
discretion arrange for themselves or another party or other parties
to purchase such Underwriters' Securities on the terms contained
herein. If within twenty-four hours after such default by any
Underwriter the Representatives do not arrange for the purchase of
such Underwriters' Securities, then the Company shall be entitled to
a further period of twenty-four hours within which to procure another
party or other parties satisfactory to the Representatives to
purchase such Underwriters' Securities on such terms. In the event
that, within the respective prescribed periods, the Representatives
notify the Company that they have so arranged for the purchase of
such Underwriters' Securities, or the Company notifies the
Representatives that it has so arranged for the purchase of such
Underwriters' Securities, the Representatives or the Company shall
have the right to postpone the Time of Delivery for such
Underwriters' Securities for a period of not more than seven days, in
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order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus, or in any other documents
or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the
Prospectus which in the opinion of the Representatives may thereby be
made necessary. The term "Underwriter" as used in this Agreement and
the Pricing Agreement shall include any person substituted under this
Section with like effect as if such person had originally been a
party to the Pricing Agreement.
(b) If, after giving effect to any arrangements for the
purchase of the Underwriters' Securities of a defaulting Underwriter
or Underwriters by the Representatives and the Company as provided in
subsection (a) above, the aggregate amount of such Underwriters'
Securities which remains unpurchased does not exceed ten percent of
the aggregate amount of the Securities, then the Company shall have
the right to require each non-defaulting Underwriter to purchase the
amount of Underwriters' Securities which such Underwriter agreed to
purchase under the Pricing Agreement and, in addition, to require
each non-defaulting Underwriter to purchase its pro rata share (based
on the amount of the Securities which such Underwriter agreed to
purchase under the Pricing Agreement) of the Underwriters' Securities
of such defaulting Underwriter or Underwriters for which such
arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default. The
respective commitments of the Underwriters for purposes of this
Section shall be determined without regard to reduction in the
respective Underwriters' obligations to purchase the amounts of the
Securities set forth opposite their names in Schedule I to the
Pricing Agreement as a result of Delayed Delivery Contracts, if any,
entered into by the Company.
(c) If, after giving effect to any arrangements for the
purchase of the Underwriters' Securities of a defaulting Underwriter
or Underwriters by the Representatives and the Company as provided in
subsection (a) above, the aggregate amount of Underwriters'
Securities which remains unpurchased exceeds ten percent of the
aggregate amount of the Securities as determined as set forth in
subsection (b) above, or if the Company shall not exercise the right
described in subsection (b) above to require non-defaulting
Underwriters to purchase Underwriters' Securities of a defaulting
Underwriter or Underwriters, then the Pricing Agreement shall
thereupon terminate, without liability on the part of any
non-defaulting Underwriter or the Company, except for the expenses to
be borne by the Company and the Underwriters as provided in Section 4
hereof and the indemnity and contribution agreements in Section 6
hereof; but nothing herein shall relieve a defaulting Underwriter
from liability for its default.
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(d) As used in this Section 7 only, "aggregate amount" refers
to the aggregate principal amount of any Debt Securities and the
public offering price of any Warrants.
Section 8. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on
behalf of any Underwriter or any controlling person of any Underwriter, or
the Company, or any officer or director or controlling person of the
Company, and shall survive delivery of and payment for the Securities. If
the Pricing Agreement shall be terminated pursuant to Section 7 hereof, the
Company shall not then be under any liability to any Underwriter except as
provided in Section 4 and Section 6 hereof; but, if for any other reason
Underwriters' Securities are not delivered by or on behalf of the Company
as provided herein, the Company will reimburse the Underwriters through the
Representatives for all reasonable out-of-pocket expenses, including fees
and disbursements of counsel, reasonably incurred by the Underwriters in
making preparations for the purchase, sale and delivery of the
Underwriters' Securities, but the Company shall then be under no further
liability to any Underwriter with respect to the Securities except as
provided in Section 4 and Section 6 hereof.
Section 9. Parties and Notices.
(a) In all dealings hereunder, the Representatives shall act on
behalf of each of the Underwriters, and the parties hereto shall be
entitled to act and rely upon any statement, request, notice or agreement
on behalf of any Underwriter made or given by such Representatives jointly
or by such of the Representatives, if any, as may be designated for such
purpose in the Pricing Agreement; and
(b) All statements, requests, notices and agreements hereunder shall
be in writing, or by telegram or facsimile transmission if promptly
confirmed in writing, and if to the Underwriters shall be sufficient in all
respects if delivered or sent by registered mail to the Representatives, as
such, at the address of the Representatives designated for such purpose as
set forth in the Pricing Agreement; and if to the Company shall be
sufficient in all respects if delivered or sent by registered mail to the
address of the Company set forth in the Registration Statement, Attention:
Secretary; provided, however, that any notice to an Underwriter pursuant to
Section 6(c) hereof shall be delivered or sent by registered mail to such
Underwriter at its address set forth in its Underwriters' Questionnaire, or
telex constituting such Questionnaire, which address will be supplied to
the Company by the Representatives upon request.
Section 10. Successors. This Agreement and the Pricing Agreement
shall be binding upon, and inure solely to the benefit of the Underwriters,
the Company and, to the extent provided in Section 6 and Section 8 hereof,
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<PAGE>
the officers and directors of the Company and each person who controls the
Company or any Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire
or have any right under or by virtue of this Agreement or the Pricing
Agreement. No purchaser of any of the Securities from any Underwriter
shall be deemed a successor or assign by reason merely of such purchase.
Section 11. Governing Law. This Agreement and the Pricing Agreement
shall be governed by, and construed in accordance with, the laws of the
State of New York applicable to agreements made and to be performed in such
State.
Section 12. Counterparts. The Pricing Agreement may be executed by
any one or more of the parties thereto in any number of counterparts, each
of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.
-25-
<PAGE>
ANNEX I
Pricing Agreement
[Name of Representatives]
[Name of Co-Representative(s)]
As representatives of the several
Underwriters named in Schedule I hereto
[c/o Representatives]
[Address of Representative]
............,
19...
Dear Sirs:
American General Corporation, a Texas corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement [filed as an exhibit to the Company's registration
statement on Form S-3 (Nos. 33-58317, 33-58317-01 and 33-58317-02) and]
attached hereto (the "Underwriting Agreement"), to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the [debt
securities (the "Debt Securities")] [and] [warrants to purchase debt
securities (the "Warrants")] specified in Schedule II hereto ([such Debt
Securities and Warrants being collectively referred to as] the
"Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be
a part of this Pricing Agreement to the same extent as if such provisions
had been set forth in full herein; and each of the representations and
warranties set forth therein shall be deemed to have been made at and as of
the date of this Pricing Agreement. Each reference to the Representatives
herein and in the provisions of the Underwriting Agreement so incorporated
by reference shall be deemed to refer to you. Unless otherwise defined
herein, terms defined in the Underwriting Agreement are used herein as
therein defined. The Representatives designated to act on behalf of each
of the Underwriters pursuant to Section 9 of the Underwriting Agreement and
the address of the Representatives referred to in such Section 9 are set
forth in Schedule II hereto.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the
time and place and at the purchase price to the Underwriters set forth in
Schedule II hereto, the [principal amount of Debt Securities] [and] [number
of Warrants] set forth opposite the name of such Underwriter in Schedule I
hereto, [less the [principal amount of Debt Securities] [and] [number of
Warrants] covered by Delayed Delivery Contracts, if any, as may be
specified in such Schedule II].
<PAGE>
If the foregoing is in accordance with your understanding, please
sign and return to us _____________ counterparts hereof, and upon
acceptance hereof by you, on behalf of each of the Underwriters, this
letter and such acceptance hereof, including the provisions of the
Underwriting Agreement incorporated herein by reference, shall constitute a
binding agreement between each of the Underwriters and the Company.
Very truly yours,
AMERICAN GENERAL CORPORATION
By:
(Title)
Accepted as of the date hereof:
[Name of Representative Corporation
By: _________________________________]
(Title)
[Name of Representative Partnership
______________________________________
(Name of Representative Partnership)]
On behalf of each of the Underwriters
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<PAGE>
SCHEDULE I
[Principal Amount of
[Number of
Debt Securities to be Warrants to
Underwriter Purchased b e
Purchased
[Name of Representatives] .......... $
[Names of other Underwriters] ......
Total .................. $ ] ]
<PAGE>
SCHEDULE II
[If Securities include Debt Securities, insert --
Title of Debt [_____%] [Floating Rate] [Zero Coupon] [Senior]
Securities: [Subordinated] [Notes] [Debentures] Due
Form of Debt [Global Security - Book Entry] [Certificated]
Securities: [Bearer]
Aggregate Principal $________________
Amount:
Price to Public: _____% of the principal amount of the Debt
Securities, plus accrued interest[, if any,] from
________ to ___________ [and accrued
amortization, if any, from __________ to
__________]
Purchase Price by ____% of the principal amount of the Debt
Underwriters: Securities plus accrued interest[, if any,] from
__________ to ____________ [and accrued
amortization, if any, from ___________ to
__________]
Method of and Specified [By certified or official bank check or checks,
Funds for Payment of payable to the order of the Company in [New York]
Purchase Price: Clearing House funds]
[By wire transfer to a bank account specified by
the Company in immediately available funds]
Indenture: [Senior Indenture dated as of May 15, 1995
between the Company and Chemical Bank, as
Trustee.]
[Senior Subordinated Indenture dated as of May
15, 1995 between the Company and Chemical Bank,
as Trustee.]
Time of Delivery: [Time and date], 19__.
Closing Location:
Names and Addresses of Designated Representatives:
Representatives:
Address for Notices, etc.:
<PAGE>
[Securities Exchange: Debt Securities to be listed on the [New York]
Stock Exchange]
Delayed Delivery: [None] [Underwriters' commission shall be ____%
of the principal amount of Debt Securities for
which Delayed Delivery Contracts have been
entered into. Such commission shall be payable
to the order of ______________________________.]
Maturity:
Interest Rate: [_____%] [Zero Coupon] [See Floating Rate
Provisions]
Interest Payment Dates: [months and dates]
Redemption Provisions: [No provisions for redemption]
[The Debt Securities may be redeemed, [otherwise
than through the sinking fund,] in whole or in
part at the option of the Company, in the amount
of $__________ or an integral multiple thereof,
___________]
[on or after ______________________, _______ at
the following redemption prices (expressed in
percentages of principal amount). If [redeemed
on or before __________________, _____%, and if]
redeemed during the 12-month period beginning
______________,
Year Redemption Price
and thereafter at 100% of their principal amount,
together in each case with accrued interest to
the redemption date.]
[on any interest payment date falling on or after
_________________, ___________, at the election
of the Company, at a redemption price equal to
the principal amount thereof, plus accrued
interest to the date of redemption.]
[Other possible redemption provisions, such as
mandatory redemption upon occurrence of certain
events or redemption for changes in tax law]
[Restriction on refunding]
-2-
<PAGE>
Repayment Provisions: [None] [Debt Securities are repayable on
________, ___ [insert date and year[s]], at the
option of the holder, at their principal amount
with accrued interest.]
Sinking Fund Provisions: [No sinking fund provisions]
[The Debt Securities are entitled to the benefit
of a sinking fund to retire $_________ principal
amount of Debt Securities on ___________ in each
of the years _____ through _____ at 100% of their
principal amount plus accrued interest] [,
together with [cumulative] [non-cumulative]
redemptions at the option of the Company to
retire an additional $_________ principal amount
of Debt Securities in the years _____ through
_____ at 100% of the principal amount plus
accrued interest.]
[If Debt Securities are Extendible Securities, insert --
Extendible Provisions: Debt Securities are repayable on ______________,
____________ [insert date and years], at the
option of the holder at their principal amount
with accrued interest. Initial annual interest
rate will be _____%, and thereafter annual
interest rate will be adjusted on ___________,
__________________ and _______ to a rate not less
than _____% of the effective annual interest rate
on U.S. Treasury obligations with ___-year
maturities as of the [insert date 15 days prior
to maturity date] prior to such [insert maturity
date].]
[If Debt Securities are Floating Rate Securities, insert --
-3-
<PAGE>
Floating Rate Initial annual interest rate will be _____%
Provisions: through ______________ [and thereafter will be
adjusted [monthly] [on each _____________,
______________, ______________ and __________]
[to an annual rate of _____% above the average
rate for _____-year [month] [securities]
[certificates of deposit] by ______________ and
______________ [insert names of banks].] [and the
annual interest rate [thereafter] [from
____________ through _____________] will be the
interest yield equivalent of the weekly average
per annum market discount rate for _____-month
Treasury bills plus _____% of Interest
Differential (the excess, if any, of (i) then
current weekly average per annum secondary market
yield for _____-month certificates of deposit
over (ii) then current interest yield equivalent
of the weekly average per annum market discount
rate of _____-month Treasury bills); [from
_____________ and thereafter the rate will be the
then current interest yield equivalent plus
_____% of Interest Differential].]
[Other Terms]*:]
[If Securities include Warrants, insert --
Number of Warrants to be
issued:
Warrant Agent:
Warrant Agreement:
Issuable Jointly With [Yes] [No]
Debt Securities:
[Number of Warrants issued with each $
principal amount of Debt Securities:]
[Detachable Date:]
Date from which Warrants
are exercisable:
Date on which Warrants
expire:
Exercise price:
________________________
* A description of particular tax, accounting or other unusual
features of the Debt Securities should be set forth, or referenced to an
attached and accompanying description, if necessary to the issuer's
understanding of the transaction contemplated. Such a description might
appropriately be in the form in which such features will be described in
the Prospectus Supplement for the offering.
-4-
<PAGE>
Price to Public:
Purchase Price by
Underwriters:
Method of and Specified
Funds for Payment of
Purchase Price:
Time of Delivery:
Closing Location:
Names and Addresses of
Representatives:
[Securities Exchange:]
Delayed Delivery:
Title of Warrant Principal amount of
Securities: Warrant Securities
purchasable upon
exercise of one Warrant:
Indenture: [Senior Indenture dated as of
May 15, 1995 between the
Company and Chemical Bank, as
Trustee.]
[Senior Subordinated Indenture
dated as of May 15, 1995
between the Company and
Chemical Bank, as Trustee.]
Maturity:
Interest Rate:
Interest Payment Dates:
Redemption Provisions:
Repayment Provisions:
Sinking Fund Provisions:
[Other Provisions:]]
-5-
<PAGE>
ANNEX II
Pursuant to subsection 5(e) of the Underwriting Agreement, the
Underwriters shall have received from the independent certified public
accountants who have audited the financial statements of the Company and
its subsidiaries included or incorporated by reference in the Registration
Statement and Prospectus, one or more letters, dated as of the Time of
Delivery, each of which shall be to the effect that they are independent
auditors with respect to the Company as required by the Act and by the
published rules and regulations of the Commission thereunder and which,
when read together, shall be to the further effect that:
(i) In their opinion the financial statements of the
Company and its subsidiaries audited by them and included or
incorporated by reference in the Registration Statement and
Prospectus, comply as to form in all material respects with the
applicable accounting requirements of the Act and the Exchange Act
and the applicable published rules and regulations thereunder;
(ii) On the basis of a reading of the unaudited financial
statements and any other unaudited financial statement data
included or incorporated by reference in the Registration
Statement and Prospectus, a reading of the latest available
interim unaudited financial statements of the Company and its
subsidiaries ("Interim Financials"), if any, a reading of any
unaudited pro forma financial statements included or incorporated
by reference in the Registration Statement and Prospectus and a
reading of the minutes of the Company's shareholder's meetings,
the meetings of the Board of Directors, the Executive Committee of
the Board of Directors, the Audit Committee of the Board of
Directors and the Terms Committee of the Board of Directors since
the end of the most recent fiscal year with respect to which an
audit report has been issued and inquiries of and discussions with
certain officials of the Company responsible for accounting and
financial matters with respect to the unaudited financial
statements and any other unaudited financial statement data
included or incorporated by reference in the Registration
Statement and Prospectus, any Interim Financials, and any
unaudited pro forma financial statements included or incorporated
by reference in the Registration Statement and Prospectus, and as
to whether (1) as of a specified date not more than three days
prior to the date of the letter, there was any change in the
consolidated capital stock (other than issuances of capital stock
upon the exercise of options or for purposes of employee
compensation plans, upon earn-outs of performance shares, upon
conversions of convertible securities and upon the exercise of put
options, in each case which were outstanding on the date of the
latest balance sheet included or incorporated by reference in the
Prospectus) or any increase in consolidated long-term debt of the
Company and its subsidiaries (except for increases due to
accretion of discount on original issue discount securities, if
-1-
<PAGE>
any) or any decrease in the consolidated net assets of the Company
and its subsidiaries (before considering the effect of unrealized
gains and losses on debt and equity securities classified as
"available-for-sale" under Statement of Financial Accounting
Standards (SFAS) No. 115) as compared with the amounts shown on
the most recent consolidated balance sheet of the Company and its
subsidiaries included or incorporated by reference in the
Registration Statement and Prospectus (the "Recent Balance Sheet")
or (2) during the period, if any, from the date of the Recent
Balance Sheet to the date of the most recent balance sheet
included in the Interim Financials (the "Interim Period") there
was any decrease, as compared with the corresponding period in the
preceding year, in consolidated total revenues or in consolidated
net income of the Company and its subsidiaries, or (3) during the
period from the date of the Interim Financials or, if there are no
Interim Financials, from the date of the Recent Balance Sheet to a
specified date not more than three days prior to the date of the
letter there was any decrease, as compared with the corresponding
period in the preceding year, in consolidated total revenues or in
consolidated net income of the Company and its subsidiaries, which
reading, inquiries and discussions would not necessarily reveal
changes in the financial position or results of operations or
inconsistencies in the application of generally accepted
accounting principles or other matters of significance with
respect to the following, nothing has come to their attention
which would lead them to believe that (A) the unaudited financial
statements of the Company and its subsidiaries included or
incorporated by reference in the Registration Statement and
Prospectus do not comply as to form in all material respects with
the applicable accounting requirements of the Exchange Act and the
published rules and regulations thereunder or that those unaudited
financial statements were not in conformity with generally
accepted accounting principles applied on a basis substantially
consistent with that of the audited financial statements included
or incorporated by reference therein, (B) the Interim Financials,
if any, were not determined on a basis substantially consistent
with that of the audited consolidated financial statements
included or incorporated by reference in the Registration
Statement and Prospectus, (C) any other unaudited financial
statement data included or incorporated by reference in the
Registration Statement and Prospectus do not agree with the
corresponding items in the unaudited financial statements from
which such data were derived or any such unaudited financial
statement data were not determined on a basis substantially
consistent with the corresponding amounts in the audited financial
statements included or incorporated by reference in the
Registration Statement and Prospectus, (D) any unaudited pro forma
financial statements included or incorporated by reference in the
Prospectus do not comply as to form in all material respects with
the applicable accounting requirements of Rule 11-02 of
Regulation S-X or the pro forma adjustments have not been properly
applied to the historical amounts in the compilation of those
statements, (E)(1) as of the date of the Interim Financials, if
any, and as of a specified date not more than three days prior to
-2-
<PAGE>
the date of the letter, there was any change in the consolidated
capital stock (other than issuances of capital stock upon the
exercise of options or for purposes of employee compensation
plans, upon earn-outs of performance shares, upon conversions of
convertible securities and upon the exercise of put options, in
each case which were outstanding on the date of the latest balance
sheet included or incorporated by reference in the Prospectus) or
any increase in consolidated long-term debt of the Company and its
subsidiaries (except for increases due to accretion of discount on
original issue discount securities, if any) or any decrease in the
consolidated net assets of the Company and its subsidiaries
(before considering the effect of unrealized gains and losses on
debt and equity securities classified as "available-for sale"
under Statement of Financial Accounting Standards (SFAS) No. 115)
as compared with the amounts shown on the Recent Balance Sheet or
(2) during any Interim Period, there was any decrease, as compared
with the corresponding period in the preceding year, in
consolidated total revenues or in consolidated net income of the
Company and its subsidiaries, or (3) during the period from the
date of the Interim Financials or, if there are no Interim
Financials, from the date of the Recent Balance Sheet to a
specified date not more than three days prior to the date of the
letter there was any decrease, as compared with the corresponding
period in the preceding year, in consolidated total revenues or in
consolidated net income of the Company and its subsidiaries except
in each such case for (1), (2) and (3) as set forth in or
contemplated by the Registration Statement and Prospectus or
except for such exceptions as may be enumerated in such letter;
and
(iii) In addition to the limited procedures referred to in
clause (ii) above, they have carried out certain other specified
procedures, not constituting an audit, with respect to certain
amounts, percentages and financial information which are derived
from the general financial and accounting records of the Company
and its subsidiaries, which are included or incorporated by
reference in the Registration Statement and Prospectus and which
are specified by the Representatives and have compared such
amounts, percentages and financial information with the financial
and accounting records of the Company and its subsidiaries and
have found them to be in agreement.
-3-
<PAGE>
ANNEX III
Delayed Delivery Contract
___________________, 19__
AMERICAN GENERAL CORPORATION,
c/o [Name and address of appropriate
Representatives]
Attention:
Dear Sirs:
The undersigned hereby agrees to purchase from American General
Corporation (hereinafter called the "Company"), and the Company agrees to
sell to the undersigned,
[$______________________________________
principal amount] [(insert number of Warrants)] of the Company's [Title of
Securities] (the "Securities"), offered by the Company's Prospectus dated
, 19__, as amended or supplemented by the Prospectus Supplement
dated _______________, 19__, receipt of a copy of which is hereby
acknowledged, at a purchase price of [ % of the principal amount
thereof] [, plus accrued interest, if any, from the date from which
interest accrues as set forth below,] [and accrued amortization, if any,
from [ ] [the date from which interest accrues as set forth
below][ to the Delivery Date] [and]] [_____ per Warrant] and on the further
terms and conditions set forth in this contract.
[The undersigned will purchase the Securities from the Company on
, 19__ (the "Delivery Date") and interest on the Securities so
purchased will accrue from _________, 19__.]
[The undersigned will purchase the Securities from the Company on
the delivery date or dates and in the [principal amount or amounts] [number
or numbers] set forth below:
[Principal [Date from Which
Delivery Date Amount Interest Accrues [Number
, 19__ $ , 19__
, 19__ $ ] , 19__] ]
Each such date on which Securities are to be purchased hereunder is
hereinafter referred to as a "Delivery Date".]
-1-
<PAGE>
Payment for the Securities which the undersigned has agreed to
purchase on [the] [each] Delivery Date shall be made to the Company or its
order by certified or official bank check in
Clearing House funds at the office of or
by wire transfer to a bank account specified by the Company, on [the]
[such] Delivery Date upon delivery to the undersigned of the Securities
then to be purchased by the undersigned in definitive form and in such
denominations and registered in such names as the undersigned may designate
by written or telegraphic communication addressed to the Company not less
than [five] full business days prior to [the] [such] Delivery Date.
The obligation of the Company to make delivery of and accept
payment for, and the obligation of the undersigned to take delivery of and
make payment for, Securities on [the] [each] Delivery Date shall be subject
only to the conditions that (1) the purchase of the Securities to be made
by the undersigned shall not on [the] [such] Delivery Date be prohibited
under the laws of any jurisdiction to which the undersigned is subject, and
(2) the Company shall have sold to the Underwriters the total [principal
amount] [number] of the Securities less the [principal amount] [number]
thereof covered by this and other similar contracts. The obligation of the
undersigned to take delivery of and make payment for Securities shall not
be affected by the failure of any purchaser to take delivery of and make
payment for Securities pursuant to other contracts similar to this
contract. The undersigned represents and warrants that, as of the date of
this contract, the undersigned is not prohibited from purchasing the
Securities hereby agreed to be purchased by it under the laws of any
jurisdiction to which the undersigned is subject.
Promptly after completion of the sale to the Underwriters the
Company will mail or deliver to the undersigned at its address set forth
below notice to such effect, accompanied by a copy of the opinions of
counsel for the Company delivered to the Underwriters in connection
therewith.
This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable
by either party hereto without the written consent of the other.
This contract may be executed by either of the parties hereto in
any number of counterparts, each of which shall be deemed to be an original
but all such counterparts shall together constitute one and the same
instrument.
It is understood that the acceptance by the Company of any Delayed
Delivery Contract (including this contract) is in the Company's sole
discretion and that, without limiting the foregoing, acceptances of such
contracts need not be on a first-come, first-served basis. If this
contract is acceptable to the Company, it is requested that the Company
sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below.
This will become a binding contract between the Company and the undersigned
when such counterpart is so mailed or delivered by the Company.
-2-
<PAGE>
This contract shall be governed by, and construed in accordance
with, the laws of the State of New York applicable to agreements made and
to be performed in such state.
Yours very truly,
(Name of Purchaser)
By
(Signature)
(Name and Title)
(Address)
Accepted , 19__
AMERICAN GENERAL CORPORATION
By
[Title]
PURCHASER - PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone number of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be
discussed are as follows:
(Please print)
Telephone No.
Name (including Area Code)
-3-
<PAGE>
EXHIBIT 4(a)
CERTIFICATE
I, Otto B Gerlach III, Assistant Secretary of American General
Corporation, a Texas corporation (the "Company"), hereby certify that
attached hereto is a true copy of resolutions duly adopted by a duly
authorized and appointed committee of the Board of Directors of the Company
at a meeting duly called and held on June 21, 1995, at which meeting a
quorum was present and acting throughout, and such resolutions have not
been amended, modified or rescinded and remain in full force and effect.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: June 23, 1995
/S/ OTTO B GERLACH III
Otto B Gerlach III
Assistant Secretary
<PAGE>
American General Corporation
Date: June 21, 1995
Subject: Meeting of Terms Committee (Messrs. Hook, Tuerff and Devlin)
Purpose: The purpose of these resolutions is to authorize a shelf takedown
for the issuance of $150,000,000 aggregate principal amount of 6
3/4% Notes Due 2005
RESOLUTIONS REGARDING SHELF TAKEDOWN
WHEREAS, at a meeting on March 16, 1995, the Board of Directors of
American General Corporation (the "Company") authorized the creation,
issuance and sale of up to $1,250,000,000 aggregate public offering price
of securities (the "Shelf Securities"); and
WHEREAS, the Company, American General Delaware, L.L.C. and
American General Capital, L.L.C. filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-3
(Registration No. 33-58317, 33-58317-01 and 33-58317-02), as amended by
Amendment No. 1 on April 24, 1995, Amendment No. 2 on May 1, 1995,
Amendment No. 3 on May 10, 1995, Amendment No. 4 on May 17, 1995, Amendment
No. 5 on May 22, 1995 and Amendment No. 6 on May 23, 1995 (such
Registration Statement, together with all amendments thereto, being
referred to herein as the "Registration Statement"), which Registration
Statement as so amended was declared effective by the Commission on May 23,
1995;
1. Prospectus Supplement.
NOW, THEREFORE, BE IT RESOLVED, that the Chairman, the Vice Chairman,
the President or any Vice President (any reference to a Vice President of
the Company in these resolutions shall be deemed to include any Vice
President of the Company whether or not designated by a number or a word or
words added before or after the title "Vice President" and any terms used
herein but not defined herein shall have the meanings given to them in the
Senior Indenture referred to below) of the Company be, and each of them
hereby is, authorized and empowered, in the name and on behalf of the
Company, to sign as required and cause to be filed with the Commission any
and all amendments (including, without limitation, post-effective
amendments) to the Registration Statement, any prospectus supplements,
including, without limitation, a prospectus supplement describing the terms
and provisions of the Notes, as such term is defined below, and the offer
and sale thereof, and any additional documents which any such officer may
deem necessary or desirable, such amendments and such documents to be in
such forms as the officer executing or filing the same shall approve, such
approval to be conclusively evidenced by his execution or filing thereof;
and be it
<PAGE>
2. Authorization of Indenture and Notes.
FURTHER RESOLVED, that the form, terms and provisions of the Senior
Indenture, dated as of May 15, 1995 (such Senior Indenture as executed and
delivered being herein referred to as the "Indenture"), between the Company
and Chemical Bank, as Trustee, providing for the issuance of Securities of
the Company in one or more series, as authorized by this Terms Committee of
the Board of Directors of the Company or pursuant to a supplemental
indenture from time to time, in the executed form submitted to this meeting
be, and the same hereby are, approved and authorized; and the action of
officers of the Company in executing and delivering the Indenture is hereby
ratified, confirmed and approved; and be it
FURTHER RESOLVED, that, upon receipt of the purchase price therefor
hereinafter specified, the Company issue, sell and deliver $150,000,000
aggregate principal amount of its 6 3/4% Notes Due 2005 (the "Notes"), to
be issued as Registered Securities pursuant to the Indenture; and be it
FURTHER RESOLVED, that all references in the definitions in the
Indenture to the terms "Security" or "Securities" shall be deemed to and
shall include the Notes; and be it
3. Terms of Notes.
FURTHER RESOLVED, that the Notes shall mature and the unpaid principal
thereon shall be payable on June 15, 2005; and be it
FURTHER RESOLVED, that the rate per annum at which interest shall be
payable on the Notes is hereby fixed at 6 3/4%, that interest on the Notes
shall accrue beginning June 26, 1995, that interest shall be payable semi-
annually on the Notes on June 15 and December 15 each year beginning
December 15, 1995, and that the Regular Record Date for the payment of such
interest shall be the June 1 or December 1 immediately preceding each such
June 15 or December 15, as the case may be, and otherwise as provided in
the Indenture; and be it
FURTHER RESOLVED, that no sinking fund shall be provided for the Notes
and that the Notes shall not be redeemable at the option of the Company or
repayable at the option of the holders thereof prior to maturity; and be it
FURTHER RESOLVED, that the purchase price for the Notes to be paid to
the Company by Merrill Lynch, Pierce, Fenner & Smith Incorporated, the
Underwriter of the Notes (the "Underwriter"), pursuant to the Pricing
Agreement relating thereto hereinafter referred to, including the
Underwriting Agreement attached thereto, shall be 99.553% of the principal
amount of the Notes, plus accrued interest, if any, from June 26, 1995; and
be it
FURTHER RESOLVED, that the initial price to the public of the Notes
shall be 100% of the principal amount of the Notes, plus accrued interest,
if any, from June 26, 1995; and be it
FURTHER RESOLVED, that pursuant to Section 203 of the Indenture, the
Notes are to be issuable in permanent global form without coupons, that the
aggregate amount of Outstanding Securities represented thereby may from
time to time be increased or reduced to reflect exchanges and that the U.S.
<PAGE>
Depository with respect to the Notes shall initially be The Depository
Trust Company; and be it
FURTHER RESOLVED, that Section 1009 of the Indenture, relating to
defeasance of certain obligations, shall be applicable to the Notes; and be
it
FURTHER RESOLVED, that the form, terms and provisions relating to the
Notes to be established pursuant to Section 301 of the Indenture, and the
form of Note relating thereto to be established pursuant to Section 201 of
the Indenture, submitted to this meeting, completed in accordance with the
foregoing resolutions and with such changes therein, additions thereto and
deletions therefrom as the officers executing the same shall approve, the
approval of such officers to be conclusively evidenced by their execution
and delivery thereof, be, and they hereby are, approved; and be it
4. Officers' Certificate and Company Order.
FURTHER RESOLVED, that the Chairman, the Vice Chairman, the President or
any Vice President, together with the Treasurer, any Assistant Treasurer,
the Secretary or any Assistant Secretary of the Company be, and they hereby
are, authorized and empowered, in the name and on behalf of the Company, to
execute, seal, acknowledge and deliver an Officers' Certificate and a
Company Order relating to the Notes pursuant to Sections 301 and 303 of the
Indenture, in such forms and in such number of counterparts as the officers
so acting shall approve, the approval of such officers to be conclusively
evidenced by their execution and delivery thereof; and be it
5. Paying Agent and Registrar.
FURTHER RESOLVED, that Chemical Bank be, and it hereby is, designated
and appointed Paying Agent with respect to the Notes at its Corporate Trust
Office pursuant to Section 1002 of the Indenture; and be it
FURTHER RESOLVED, that Chemical Bank shall also serve as Security
Registrar for the Notes and, in accordance with Section 1002 of the
Indenture, notices or demands to or upon the Company in respect of the
Notes may be presented at the Corporate Trust Office referred to in the
Indenture; and be it
6. Execution of Notes.
FURTHER RESOLVED, that the Chairman, the Vice Chairman, the President or
any Vice President of the Company be, and each of them hereby is,
authorized and empowered, in the name and on behalf of the Company, to
execute and deliver under the corporate seal attested to by the Treasurer
or Secretary of the Company or one of its Assistant Treasurers or Assistant
Secretaries the Notes as authorized above in substantially such form,
completed in accordance with the foregoing resolutions and with such
changes therein, additions thereto and deletions therefrom as the officers
executing the same shall approve, the approval of such officers to be
conclusively evidenced by their execution and delivery thereof; and be it
7. Pricing Agreement.
FURTHER RESOLVED, that the form, terms and provisions of the Pricing
Agreement, including the Underwriting Agreement attached thereto, relating
<PAGE>
to the Notes, between the Company and the Underwriter, copies of which
Pricing Agreement were submitted to this meeting, be, and they hereby are,
approved, and the Chairman, the Vice Chairman, the President, any Vice
President, the Treasurer or any Assistant Treasurer be, and each of them
hereby is, authorized and empowered, in the name and on behalf of the
Company, to execute and deliver, in such number of counterparts as the
officer so acting deems advisable, a Pricing Agreement relating to the
Notes in substantially the form presented to this meeting, completed in
accordance with the foregoing resolutions and with such changes therein,
additions thereto and deletions therefrom as the officer executing the same
shall approve, the approval of such officer to be conclusively evidenced by
his execution and delivery thereof (such Pricing Agreement, as executed and
delivered, being herein referred to as the "Pricing Agreement"); and be it
8. Letter of Representations.
FURTHER RESOLVED, that the form, terms and provisions of the Letter of
Representations relating to certain matters arising in connection with the
issuance of the Notes, among the Company, the Trustee and The Depository
Trust Company, copies of which Letter of Representations were submitted to
this meeting, be, and they hereby are, approved, and the Chairman, the Vice
Chairman, the President, any Vice President, the Treasurer or any Assistant
Treasurer be, and each of them hereby is, authorized and empowered, in the
name and on behalf of the Company, to execute and deliver, in such number
of counterparts as the officer so acting deems advisable, the Letter of
Representations in substantially the form presented to this meeting, with
such changes therein, additions thereto and deletions therefrom as the
officer executing the same shall approve, such approval to be conclusively
evidenced by his execution and delivery thereof; and be it
9. Miscellaneous.
FURTHER RESOLVED, that each of the officers of the Company be, and each
of them acting alone hereby is, authorized and empowered, in the name and
on behalf of the Company, to make, execute and deliver, or cause to be
made, executed and delivered, all such agreements, indentures,
undertakings, documents, instruments or certificates and otherwise to take,
or cause to be taken, any and all action which such officer may deem
necessary or desirable to carry out the purposes and intent of the
foregoing resolutions and to perform, or cause to be performed, the
obligations of the Company under the Notes, the Indenture, the Pricing
Agreement and the Letter of Representations; and be it
FURTHER RESOLVED, that any and all action heretofore taken by any
officer or officers of the Company within the terms or in furtherance of
these resolutions is hereby approved, ratified and confirmed.
<PAGE>
EXHIBIT 4(b)
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK (THE
"DEPOSITORY"), TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND UNLESS ANY CERTIFICATE ISSUED UPON SUCH
TRANSFER OR EXCHANGE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED PRINCIPAL AMOUNT
No. 001 $150,000,000
CUSIP: 026351 AR 7
GLOBAL SECURITY
AMERICAN GENERAL CORPORATION
6 3/4% NOTE DUE 2005
AMERICAN GENERAL CORPORATION, a corporation duly organized and existing
under the laws of the State of Texas (the "Company", which term includes any
successor corporation under the Indenture referred to herein), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of ONE HUNDRED FIFTY MILLION DOLLARS on June 15, 2005 (the
"Maturity Date") and to pay interest thereon from June 26, 1995, or from the
most recent Interest Payment Date (hereinafter defined) to which interest has
been paid or duly provided for, semiannually in arrears on June 15 and
December 15 (each an "Interest Payment Date") in each year commencing on
December 15, 1995, and on the Maturity Date, at the rate of 6 3/4% per annum,
until the principal hereof is paid or duly provided for.
Interest payments on this Note will be computed on the basis of a 360-day
year consisting of twelve 30-day months. If any date for the payment of
principal, premium, if any, or interest on this Note (each a "Payment Date")
falls on a day which is not a Business Day (as defined below), the principal,
-1-
<PAGE>
premium, if any, or interest payable with respect to such Payment Date will be
paid on the next succeeding Business Day with the same force and effect as if
made on such Payment Date, and no interest shall accrue on the amount so
payable for the period from and after such Payment Date to such next
succeeding Business Day. "Business Day" means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking
institutions in The City of New York are authorized or obligated by law or
executive order to close.
The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered in the Security Register at
the close of business on the Regular Record Date for such interest payment,
which shall be the June 1 or December 1 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for shall forthwith cease to be
payable to the registered Holder on such Regular Record Date and may be paid
to the Person in whose name this Note (or one or more Predecessor Securities)
is registered in the Security Register at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Notes not less than ten
(10) days prior to such Special Record Date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.
Payment of the principal, premium, if any, and interest on this Note will
be made in immediately available funds at the office or agency of the Company
maintained for such purpose in The City of New York, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Company, payment of interest due on an Interest Payment Date may be made
by check in immediately available funds mailed to the address of the Person
entitled thereto as such address shall appear on the Security Register, or, if
such Person shall have made arrangements therefor in writing (or such other
means as deemed acceptable by the Paying Agent) with the Paying Agent not
later than the Regular Record Date immediately preceding the applicable
Interest Payment Date, then by wire transfer of immediately available funds to
an account maintained by such Person at a bank located in the United States.
Reference is hereby made to the further provisions of this Note set forth
after the Trustee's Certificate of Authentication, which further provisions
shall for all purposes have the same effect as if set forth at this place.
Unless the Certificate of Authentication hereon has been executed by
Chemical Bank, the Trustee under the Indenture, or its successor thereunder,
by the manual signature of one of its authorized officers, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
-2-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and its corporate seal or a facsimile
thereof to be imprinted hereon.
AMERICAN GENERAL CORPORATION
[Seal]
By: ________________________________
Austin P. Young
Senior Vice President & Chief
Financial Officer
By: ________________________________
C. Jeffrey Gay
Assistant Treasurer
Date: June 26, 1995
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated herein referred to in the within-
mentioned Indenture.
CHEMICAL BANK, as Trustee
By: ________________________________
Authorized Officer
-3-
<PAGE>
AMERICAN GENERAL CORPORATION
6 3/4% NOTE DUE 2005
This 6 3/4% Note Due 2005 (collectively, the "Notes") is one of a duly
authorized issue of senior debt securities (hereinafter called the
"Securities") of the Company, issued and to be issued in one or more series
under a Senior Indenture dated as of May 15, 1995 (herein called the
"Indenture") between the Company and Chemical Bank, as Trustee (herein called
the "Trustee", which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto and the Board
Resolutions setting forth the terms of this series of Securities reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders,
and the terms upon which the Notes are, and are to be, authenticated and
delivered.
The Notes are not subject to redemption, as a whole or in part, at the
option of the Company or repayment at the option of the Holder prior to the
Maturity Date. The Notes do not have the benefit of any sinking fund
obligations.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect and subject to the conditions provided in the
Indenture.
Subject to certain exceptions, the Indenture permits the Company and the
Trustee to enter into one or more supplemental indentures, with the consent of
the Holders of a majority in aggregate principal amount of the Outstanding
Securities of each series to be affected by such supplemental indentures, for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of modifying in any
manner the rights of the Holders of Securities of such series. The Indenture
also permits the Holders of a majority in principal amount of the Outstanding
Securities of any series, on behalf of the Holders of all the Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note. Additionally, the Indenture permits the
Company and the Trustee to enter into one or more supplemental indentures for
certain specified purposes without the consent of any of the Holders of the
Notes.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the times, places and rate, and in the coin or
currency, herein prescribed.
-4-
<PAGE>
As provided in the Indenture, and subject to certain limitations set
forth in the Indenture or in the legend appearing on the face of this Note,
the transfer of this Note may be registered on the Security Register of the
Company upon surrender of this Note for registration of transfer at the office
or agency of the Company maintained for such purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or by
his attorney duly authorized in writing, and thereupon one or more new Notes
having the same terms as this Note, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee
or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture, and subject to certain limitations therein or herein set forth,
this Note is exchangeable for a like aggregate principal amount of Notes of
different authorized denominations, having the same terms as this Note.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered in the Security Register as the
owner hereof for all purposes, whether or not any payment with respect to this
Note be overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.
No Holder of any Securities issued under the Indenture may enforce any
remedy or institute any proceeding under the Indenture except to the extent
and on the conditions specified in the Indenture.
The Indenture permits the defeasance at any time of (i) the entire
indebtedness represented by the Notes or (ii) certain restrictive covenants
with respect to the Notes, in each case in compliance with certain conditions
set forth therein.
No recourse under this Note, the Indenture, or any indenture supplemental
thereto, nor any claim based on, in respect of or by reason of any such
obligation or their creation, shall be had against any incorporator, or
against any past, present or future director, officer, employee or
stockholder, as such, of the Company, all such liability being expressly
waived and released by the acceptance of this Note by the Holder hereof and as
part of the consideration for the issuance of this Note.
This Note and the Indenture, including the validity thereof, shall be
governed by and construed in accordance with the laws of the State of New
York.
All capitalized terms used in this Note but not defined in this Note
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture; and all references in the Indenture to "Security" or
"Securities" shall be deemed to include the Notes.
-5-
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the first
page of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations.
UNIF GIFT MIN ACT -- ______________________________________________
(Cust)
Custodian ______________________________________________
(Minor)
Under Uniform Gifts to Minors Act
______________________________________________
(State)
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
Additional abbreviations may also be used though not in the above
list.
_________________________________________________
-6-
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________________________________________________
Please print or typewrite name and address including postal zip code and
telephone number of assignee
______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ________________________________________________________attorney to
transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: ________________________ _________________________________
NOTICE: The signature on this
assignment must correspond with
the name as written upon the face
of the within instrument in every
particular, without alteration or
enlargement or any change
whatever.
-7-
<PAGE>
EXHIBIT 5
(713) 758-2750 (713) 615-5637
June 23, 1995
American General Corporation
2929 Allen Parkway
Houston, Texas 77019
Ladies and Gentlemen:
We have acted as counsel for American General Corporation, a Texas
corporation (the "Company"), in connection with the proposed issuance and sale
by the Company of $150,000,000 principal amount of its 6 3/4% Notes Due 2005
(the "Notes") to be issued under a Senior Indenture, dated as of May 15, 1995
(the "Indenture"), between the Company and Chemical Bank, as trustee (the
"Trustee"), pursuant to registration statements on Form S-3 (File Nos.
33-58317, 33-58317-01, and 33-58317-02) (collectively, the "Registration
Statement"), filed by the Company with the Securities and Exchange Commission
on March 30, 1995 with respect to the Company's debt securities, preferred
stock, common stock, and warrants to purchase debt securities, preferred stock
or common stock.
For the purposes of this opinion, we have examined such certificates,
corporate records, documents and instruments and reviewed such questions of
law as we considered necessary or appropriate for the purposes of this
opinion. In the course of the foregoing investigation, we assumed (i) the
genuineness of all signatures on, and the authenticity of, all documents and
instruments submitted to us as originals and the conformity to original
documents of all documents submitted to us as copies, (ii) the due
authorization, execution and delivery by the parties thereto, other than the
Company, of all such documents and instruments examined by us, and (iii) that,
to the extent that any such documents and instruments purport to constitute
agreements of such other parties, they constitute valid and binding
obligations of such other parties.
Based on the foregoing examination and review, we hereby advise you
that, in our opinion, the Notes have been duly authorized by the Company and,
when duly executed by the Company in the manner prescribed by the Indenture
and authenticated by the Trustee and issued and delivered pursuant to the
Indenture against payment of the authorized consideration to be received by
you therefor, will have been validly issued and will constitute valid and
binding obligations of the Company entitled to the benefits of the Indenture
(subject to applicable bankruptcy, reorganization, insolvency, fraudulent
conveyance, moratorium and similar laws and judicial decisions relating to or
<PAGE>
American General Corporation
Page 2
June 23, 1995
affecting creditors' rights generally from time to time in effect and to
general equity principles, whether in a proceedings at law or in equity).
We hereby consent to the incorporation by reference of this opinion as
an exhibit to the Registration Statement and to the reference to us under the
caption "Legal Opinions" in the related Prospectus, dated May 23, 1995, as
supplemented by the Prospectus Supplement, dated June 21, 1995, relating to
the Notes. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, and the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Vinson & Elkins L.L.P
VINSON & ELKINS L.L.P.
<PAGE>
<TABLE>
Exhibit 12
COMPUTATION OF
RATIO OF EARNINGS TO FIXED CHARGES AND
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
<CAPTION>
Years Ended December 31,
Pro Forma
1994<F1> 1994 1993 1992 1991 1990
(In millions, except ratios)
Consolidated operations:
Income before income tax expense, accounting changes, and <C> <C> <C> <C> <C> <C>
dividends on preferred securities ............................... $ 941 $ 802 <F2> $ 602 <F3> $ 775 $ 678 $ 836
Fixed charges deducted from income
Interest expense
Consolidated .................................................. 583 526 483 508 565 607
Relating to real estate operations ............................ - - 5 8 3 1
Implicit interest in rents ...................................... 16 16 15 13 13 12
Preferred dividend of subsidiary ................................ - - - - - 6
Total fixed charges deducted from income .................... 599 542 503 529 581 626
Earnings available for fixed charges ...................... $1,540 $1,344 $1,105 $1,304 $1,259 $1,462
Fixed charges per above ........................................... $ 599 $ 542 $ 503 $ 529 $ 581 $ 626
Capitalized interest relating to real estate operations ........... 18 18 15 21 31 39
Total fixed charges ............................................. 617 560 518 550 612 665
Dividends on preferred securities ............................... 24 - - - - -
Total fixed charges and dividends on preferred securities.. $ 641 $ 560 $ 518 $ 550 $ 612 $ 665
Ratio of earnings to fixed charges ........................ 2.5 2.4 2.1 2.4 2.1 2.2
Ratio of earnings to combined fixed charges and preferred
stock dividends ......................................... 2.4 2.4 2.1 2.4 2.1 2.2
Consolidated operations, corporate fixed charges and preferred stock
dividends only:
Income before income tax expense, accounting changes, and
dividends on preferred securities ................................ $ 941 $ 802 <F2> $ 602 <F3> $ 775 $ 678 $ 836
Corporate fixed charges deducted from income
Corporate interest expense ....................................... 178 121 121 126 140 191
Earnings available for fixed charges ...................... $1,119 $ 923 $ 723 $ 901 $ 818 $1,027
Total corporate fixed charges per above ........................... $ 178 $ 121 $ 121 $ 126 $ 140 $ 191
<PAGE>
Dividends on preferred securities ................................. 24 - - - - -
Total fixed charges and dividends on preferred securities.. $ 202 $ 121 $ 121 $ 126 $ 140 $ 191
Ratio of earnings to corporate fixed charges .............. 6.3 7.6 6.0 7.2 5.8 5.3
Ratio of earnings to combined corporate fixed charges and
preferred stock dividends ............................... 5.5 7.6 6.0 7.2 5.8 5.3
American General Finance, Inc.:
Income before income tax expense and accounting changes ........... $ 392 $ 392 $ 337 $ 250 $ 208 $ 191
Fixed charges deducted from income
Interest expense ................................................ 416 416 380 398 440 452
Implicit interest in rents ...................................... 11 11 10 9 9 9
Preferred dividend of subsidiary ................................ - - - - - 6
Total fixed charges ....................................... 427 427 390 407 449 467
Earnings available for fixed charges ...................... $ 819 $ 819 $ 727 $ 657 $ 657 $ 658
Ratio of earnings to fixed charges ........................ 1.9 1.9 1.9 1.6 1.5 1.4
_______________
<F1> Assuming the American Franklin Company acquisition and the proposed permanent long-term debt financing of the
acquisition had been effective as of January 1, 1994. The proposed permanent financing is expected to include the
issuance of $450 million of long-term fixed-rate corporate debt and $287.5 million of 8.45% non-convertible preferred
securities issued on June 5, 1995.
<F2> Includes net realized investment losses of $114 million primarily due to the capital gains offset program. See
"Significant Events -- Capital Gains Offset Program" within Item 7 of American General's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 incorporated herein by reference.
<F3> Includes $300 million write-down of goodwill. See "Significant Events -- 1993 Significant Events" within Item 7 and
Note 1.7 within Item 8 of American General's Annual Report on Form 10-K for the fiscal year ended December 31, 1994
incorporated herein by reference.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
Exhibit 12 (continued)
COMPUTATION OF
RATIO OF EARNINGS TO FIXED CHARGES AND
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
<CAPTION>
Three Months Ended March 31,
Pro Forma
1995<F1> 1995 1994
(In millions, except ratios) <C> <C> <C>
Consolidated operations:
Income before income tax expense and dividends on preferred
securities .................................................... $ 282 $ 272 <F2> $ 253
Fixed charges deducted from income
Interest expense
Consolidated ................................................ 167 164 121
Relating to real estate operations .......................... 1 1 (1)
Implicit interest in rents .................................... 4 4 4
Total fixed charges deducted from income .................. 172 169 124
Earnings available for fixed charges .................... $ 454 $ 441 $ 377
Fixed charges per above ......................................... $ 172 $ 169 $ 124
Capitalized interest relating to real estate operations ......... 5 5 4
Total fixed charges ........................................... 177 174 128
Dividends on preferred securities ............................. 6 - -
Total fixed charges and dividends on preferred securities $ 183 $ 174 $ 128
Ratio of earnings to fixed charges ...................... 2.6 2.5 3.0
Ratio of earnings to combined fixed charges and preferred
stock dividends ....................................... 2.5 2.5 3.0
Consolidated operations, corporate fixed charges and preferred
stock dividends only:
Income before income tax expense and dividends on preferred
securities ..................................................... $ 282 $ 272 <F2> $ 253
Corporate fixed charges deducted from income
Corporate interest expense ..................................... 45 42 31
Earnings available for fixed charges ..................... $ 327 $ 314 $ 284
Total corporate fixed charges per above .......................... $ 45 $ 42 $ 31
Dividends on preferred securities ................................ 6 - -
Total fixed charges and dividends on preferred securities $ 51 $ 42 $ 31
Ratio of earnings to corporate fixed charges ............. 7.3 7.6 9.3
<PAGE>
Ratio of earnings to combined corporate fixed charges and
preferred stock dividends .............................. 6.4 7.6 9.3
American General Finance, Inc.:
Income before income tax expense ................................. $ 96 $ 96 $ 86
Fixed charges deducted from income
Interest expense ............................................... 125 125 93
Implicit interest in rents ..................................... 3 3 3
Total fixed charges ...................................... 128 128 96
Earnings available for fixed charges ..................... $ 224 $ 224 $ 182
Ratio of earnings to fixed charges ....................... 1.8 1.8 1.9
_______________
<F1> Assuming the American Franklin Company acquisition and the proposed permanent long-term debt financing of the
acquisition had been effective as of January 1, 1994. The proposed permanent financing is expected to include the
issuance of $450 million of long-term fixed-rate corporate debt and $287.5 million of 8.45% non-convertible preferred
securities issued on June 5, 1995.
<F2> Includes two months of operations for AFC, which was acquired January 31, 1995.
</TABLE>
<PAGE>
