SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
____________________
AMENDMENT NO. 1
TO
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
American General Corporation Texas 74-0483432
American General Capital, Delaware 51-0366270
L.L.C. (State of incorporation (I.R.S. Employer
(Exact name of each registrant or organization) Identification No.)
as specified in its charter)
American General Corporation American General Capital, L.L.C.
2929 Allen Parkway 2099 South Dupont Avenue
Houston, Texas 77019-2155 Dover, Delaware 19901
(Address, including zip code, of each registrant's principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
American General Capital, L.L.C. New York Stock Exchange, Inc.
8.45% Cumulative Monthly Income
Preferred Securities, Series A
(liquidation preference
$25 per security)
Securities to be registered pursuant to Section 12(g) of the Act:
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Item 1. Description of Registrant's Securities to be Registered.
The securities registered consist of 8.45% Cumulative Monthly Income
Preferred Securities, Series A (liquidation preference $25 per security)
(the "MIPS") of American General Capital, L.L.C., a limited liability
company formed under the laws of the State of Delaware and
directly or indirectly owned by American General Corporation. The MIPS are
described in the American General Delaware, L.L.C./American General Capital,
L.L.C. Prospectus dated May 23, 1995 and are further described in the
American General Capital, L.L.C. Prospectus Supplement dated May 25, 1995.
Such Prospectus and Prospectus Supplement were filed with the Securities
and Exchange Commission (the "Commission") on May 26, 1995 (Registration Nos.
33-58317, 33-58317-01 and 33-58317-02) and are incorporated herein
by reference.
Item 2. Exhibits.
I.1.a.
Form of the Terms of the Preferred Securities, Series A of American General
Capital, L.L.C. (incorporated herein by reference to Exhibit 4(s) to
Registrants' Amendment No. 5 to Form S-3 Registration Statement (Registration
Nos. 33-58317, 33-58317-01 and 33-58317-02) filed with the Commission on
May 22, 1995).
I.2.b.
Form of Amended and Restated Limited Liability Company Agreement of American
General Capital, L.L.C. (incorporated herein by reference to Exhibit 4(n) to
Registrants' Amendment No. 5 to Form S-3 Registration Statement
(Registration Nos. 33-58317, 33-58317-01 and 33-58317-02) filed with the
Commission on May 22, 1995).
I.2.c.
Form of Guarantee with respect to Preferred Securities of American General
Capital, L.L.C. (incorporated herein by reference to Exhibit 4(q) to
Registrants' Amendment No. 5 to Form S-3 Registration Statement (Registration
Nos. 33-58317, 33-58317-01 and 33-58317-02) filed with the Commission on
May 22, 1995).
I.2.e.
American General Delaware, L.L.C./American General Capital, L.L.C. Prospectus
dated May 23, 1995 relating to an offering of up to $1,250,000,000 in
Preferred Securities (filed with the Commission on May 26, 1995
(Registration Nos. 33-58317, 33-58317-01 and 33-58317-02) and incorporated
herein by reference).
I.2.f.
American General Capital, L.L.C. Prospectus Supplement dated May 25, 1995 to
Prospectus dated May 23, 1995, relating to the American General Capital, L.L.C.
8.45% Cumulative Monthly Income Preferred Securities, Series A (filed with the
Commission on May 26, 1995 (Registration Nos. 33-58317, 33-58317-01 and
33-58317-02) and incorporated herein by reference).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
AMERICAN GENERAL CORPORATION
(Registrant)
By: /S/ AUSTIN P. YOUNG
Austin P. Young
Senior Vice President and
Chief Financial Officer
Date: June 2, 1995
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Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
AMERICAN GENERAL CAPITAL, L.L.C.
(Registrant)
By: American General Delaware Management
Corporation, as Manager
By: /S/ KENT E. BARRETT
Kent E. Barrett
Vice President and Treasurer
Date: June 2, 1995
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EXHIBIT INDEX
Exhibit
Number Document
I.1.a.
Form of the Terms of the Preferred Securities, Series A of American General
Capital, L.L.C. (incorporated herein by reference to Exhibit 4(s) to
Registrants' Amendment No. 5 to Form S-3 Registration Statement
(Registration Nos. 33-58317, 33-58317-01 and 33-58317-02) filed with the
Commission on May 22, 1995).
I.2.b.
Form of Amended and Restated Limited Liability Company Agreement of American
General Capital, L.L.C. (incorporated herein by reference to Exhibit 4(n) to
Registrants' Amendment No. 5 to Form S-3 Registration Statement (Registration
Nos. 33-58317, 33-58317-01 and 33-58317-02) filed with the Commission on
May 22, 1995).
I.2.c.
Form of Guarantee with respect to Preferred Securities of American General
Capital, L.L.C. (incorporated herein by reference to Exhibit 4(q) to
Registrants' Amendment No. 5 to Form S-3 Registration Statement
(Registration Nos. 33-58317, 33-58317-01 and 33-58317-02) filed with the
Commission on May 22, 1995).
I.2.e.
American General Delaware, L.L.C./American General Capital, L.L.C. Prospectus
dated May 23, 1995 relating to an offering of up to $1,250,000,000 in
Preferred Securities (filed with the Commission on May 26, 1995
(Registration Nos. 33-58317, 33-58317-01 and 33-58317-02) and incorporated
herein by reference).
I.2.f.
American General Capital, L.L.C. Prospectus Supplement dated May 25, 1995 to
Prospectus dated May 23, 1995, relating to the American General Capital,
L.L.C. 8.45% Cumulative Monthly Income Preferred Securities, Series A
(filed with the Commission on May 26, 1995 (Registration Nos. 33-58317,
33-58317-01 and 33-58317-02) and incorporated herein by reference).
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