______________________________________________________________________________
______________________________________________________________________________
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): July 14, 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 July 11, 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 7 1/2% Notes Due 2025 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 July 11, 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
4(a) Resolutions of the Terms Committee adopted on July 11,
1995 establishing the terms of the Notes, certified by
an Assistant Secretary of the Company.
4(b) Form of 7 1/2% Note Due 2025.
5 Opinion of Vinson & Elkins L.L.P., special counsel for
the Company, as to the legality of the Notes.
<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: July 13, 1995 By: /S/ JAMES L. GLEAVES
James L. Gleaves
Vice President and Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4(a) Resolutions of the Terms Committee adopted on July 11,
1995 establishing the terms of the Notes, certified by
an Assistant Secretary of the Company.
4(b) Form of 7 1/2% Note Due 2025.
5 Opinion of Vinson & Elkins L.L.P., special
counsel for the Company, as to the legality of
the Notes.
<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 July 11, 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: July 13, 1995
/S/ OTTO B GERLACH III
Otto B Gerlach III
Assistant Secretary
<PAGE>
American General Corporation
Date: July 11, 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 7
1/2% Notes Due 2025
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
2. Authorization of Notes.
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 7 1/2% Notes Due 2025 (the "Notes"), to be
issued as Registered Securities pursuant to the Indenture; and be it
<PAGE>
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 July 15, 2025; and be it
FURTHER RESOLVED, that the rate per annum at which interest shall be
payable on the Notes is hereby fixed at 7 1/2%, that interest on the Notes
shall accrue beginning July 14, 1995, that interest shall be payable semi-
annually on the Notes on January 15 and July 15 each year beginning January
15, 1996, and that the Regular Record Date for the payment of such interest
shall be the January 1 or July 1 immediately preceding each such January 15 or
July 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 J.P. Morgan Securities Inc., Citicorp Securities, Inc. and
NationsBanc Capital Markets, Inc., the Underwriters of the Notes (the
"Underwriters"), pursuant to the Pricing Agreement relating thereto
hereinafter referred to, including the Underwriting Agreement attached
thereto, shall be 98.935% of the principal amount of the Notes, plus accrued
interest, if any, from July 14, 1995; and be it
FURTHER RESOLVED, that the initial price to the public of the Notes
shall be 99.81% of the principal amount of the Notes, plus accrued interest,
if any, from July 14, 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.
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
<PAGE>
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 to
the Notes, among the Company and the Underwriters, 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
<PAGE>
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 or this transaction 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 AU 0
GLOBAL SECURITY
AMERICAN GENERAL CORPORATION
7 1/2% NOTE DUE 2025
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 July 15, 2025 (the
"Maturity Date") and to pay interest thereon from July 14, 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 January 15 and July
15 (each an "Interest Payment Date") in each year commencing on January 15,
1996, and on the Maturity Date, at the rate of 7 1/2% 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,
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<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 January 1 or July 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.
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<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: ________________________________
James L. Gleaves
Vice President & Treasurer
Date: July 14, 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
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<PAGE>
AMERICAN GENERAL CORPORATION
7 1/2% NOTE DUE 2025
This 7 1/2% Note Due 2025 (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.
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<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.
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<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.
_________________________________________________
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<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.
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<PAGE>
EXHIBIT 5
(713) 758-2750 (713) 615-5637
July 13, 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 7 1/2% Notes Due 2025
(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
July 13, 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 July 11, 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>
