As filed with the Securities and Exchange Commission on October 3 , 1996.
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN GENERAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Texas 74-0483432
(State of Incorporation) (I.R.S. Employer Identification No.)
2929 Allen Parkway, Houston, Texas 77019
(Address of Principal Executive Offices) (Zip Code)
AMERICAN GENERAL EMPLOYEES'
THRIFT AND INCENTIVE PLAN
(Full Title of Plan)
Jon P. Newton, Esq.
Vice Chairman and General Counsel
2929 Allen Parkway, Houston, Texas 77019
(713) 522-1111
(Name, Address, and Telephone Number (including Area Code)
of Agent for Service)
Calculation of Registration Fee
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (1) price fee
Common Stock, par 2,600,000 $37.6875 $97,987,500.00 $29,693.20
value $.50 shares
(1) Estimated pursuant to rule 457(c) and (h) solely for
the purpose of calculating the registration fee, based
upon the average of the high and low prices of the
Common Stock for October 1, 1996, as published in The
Wall Street Journal New York Stock Exchange Composite
Transactions Listing.
In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan referenced herein.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
This registration statement incorporates herein by
reference the following documents which have been filed (File
No. 1-7981) with the Securities and Exchange Commission (the
"Commission") by American General Corporation (the
"Registrant") and by the American General Employees' Thrift
and Incentive Plan (the "Plan") pursuant to the Securities
Exchange Act of 1934 ("Exchange Act"):
1. The Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995.
2. The Registrant's Quarterly Reports on Form
10-Q for the quarters ended March 31, 1996 and June 30,
1996.
3. The Plan's Annual Report on Form 11-K for the
year ended December 31, 1995.
4. The description of the Common Stock of the
Registrant contained in the Registration
Statement on Form 8-B dated June 25, 1980, as
amended by Amendment No. 1 on Form 8 dated
December 22, 1983.
5. The description of the Registrant preferred
share purchase rights contained in the
Registration Statement on Form 8-A dated July
31, 1989, as amended by Amendment No. 1 on
Form 8 dated August 7, 1989.
Each document filed by the Registrant and by the Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in
this registration statement and to be a part hereof from the
date of filing such documents.
Any statement incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Article 2.01-1 of the Texas Business Corporation Act
contains detailed provisions with respect to indemnification
of directors and officers of a Texas corporation against
certain judgments, penalties (including excise and similar
taxes), fines, amounts paid in settlement, and reasonable
expenses (including court costs and attorneys' fees) actually
incurred in connection with certain legal proceedings. In
addition, Article VI of the Registrant's bylaws sets forth
certain rights of the Registrant's officers and directors to
indemnification.
The Registrant has placed in effect insurance coverage
which purports (a) to insure it against certain costs of
indemnification which may be incurred by it pursuant to the
aforementioned bylaw provisions or otherwise, and (b) to
insure the officers and directors of the Registrant and of
specified subsidiaries against certain liabilities incurred
by them in the discharge of their functions as officers and
directors except for liabilities arising from their own
malfeasance.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following documents are filed as a part of this
registration statement or incorporated by reference herein:
Exhibit
Number Description
4.1 Article Four of the Restated Articles of
Incorporation of the Registrant (including
Statement of Resolution Establishing Series
of Shares of Series A Junior Participating
Preferred Stock) (incorporated by reference
to Exhibit 4.1 to Registration Statement No.
33-33115 filed by the Registrant).
4.2 Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.2 to
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993).
4.3 Specimen certificate representing Common
Stock of the Registrant (incorporated by
reference to Exhibit 4 to Form 8-B filed by
the Registrant on June 26, 1980).
4.4 Rights Agreement dated as of July 27, 1989,
as amended by the First Amendment thereto
dated as of October 26, 1992, by and between
the Registrant and First Chicago Trust
Company of New York, as Rights Agent
(incorporated by reference to Exhibit 4 to
the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1989, and
to Exhibit 19 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended
September 30, 1992, respectively).
5 The Registrant has submitted or will submit
the Plan and any amendments thereto to the
Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes
required by the IRS in order to qualify the
Plan.
*23 Consent of Ernst & Young L.L.P.
*24 Powers of Attorney (included on the signature
page of this registration statement).
Filed Herewith (*)
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933
("Securities Act");
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the registration statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement
or any material change to such information in the
registration statement;
provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to section 13
or section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant
to section 13(a) or section 15(d) of the Exchange Act (and
each filing of the Plan's annual report pursuant to section
15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers,
and controlling persons of the Registrant pursuant to the
provisions summarized in Item 6 above, or otherwise, the
Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director,
officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is
asserted by such director, officer, or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
POWER OF ATTORNEY
The Registrant. Each person whose signature appears
below in the capacity of an officer or director of the
Registrant hereby appoints Jon P. Newton and John A. Adkins
and each of them, any one of whom may act without the joinder
of the other, as his/her attorney-in-fact, with full power of
substitution and resubstitution, to sign on his/her behalf
and in the capacity stated below and to file all
pre-effective amendments and post-effective amendments to
this registration statement, which amendment or amendments
may make such changes and additions in this registration
statement as such attorney-in-fact may deem necessary or
appropriate.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Houston, State of Texas, on October 3, 1996.
AMERICAN GENERAL CORPORATION
By: /s/ CARL J. SANTILLO
Name: Carl J. Santillo
Title: Senior Vice President - Finance
Pursuant to the requirement of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the date
indicated.
Signature Title Date
/s/ HAROLD S. HOOK Chairman of the Board, Chief October 3, 1996
(Harold S. Hook) Executive Officer and Director
(principal executive officer)
/s/ CARL J. SANTILLO Senior Vice President - Finance October 3, 1996
(Carl J. Santillo) (principal financial officer)
/s/ PAMELA J. PENNY Vice President and Controller October 3, 1996
(Pamela J. Penny) (principal accounting officer)
/s/ J. EVANS ATTWELL Director October 3, 1996
(J. Evans Attwell)
/s/ BRADY F. CARRUTH Director October 3, 1996
(Brady F. Carruth)
/s/ W. LIPSCOMB DAVIS, JR. Director October 3, 1996
(W. Lipscomb Davis, Jr.)
/s/ ROBERT M. DEVLIN Director October 3, 1996
(Robert M. Devlin)
/s/ LARRY D. HORNER Director October 3, 1996
(Larry D. Horner)
/s/ RICHARD J. V. JOHNSON Director October 3, 1996
(Richard J.V. Johnson)
/s/ JON P. NEWTON Director October 3, 1996
(Jon P. Newton)
/s/ ROBERT E. SMITTCAMP Director October 3, 1996
(Robert E. Smittcamp)
/s/ ANNE M. TATLOCK Director October 3, 1996
(Anne M. Tatlock)
American General Employees' Thrift and Incentive Plan.
Pursuant to the requirements of the Securities Act of 1933,
the American General Employees' Thrift and Incentive Plan
Administrative Board has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of
Texas, on October 3, 1996.
AMERICAN GENERAL EMPLOYEES'
THRIFT AND INCENTIVE PLAN
By: /s/ ALBERT E. HAINES
Name: Albert E. Haines
Title: Member of Administrative Board
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
4.1 Article Four of the Restated Articles of
Incorporation of the Registrant (including
Statement of Resolution Establishing Series of
Shares of Series A Junior Participating Preferred
Stock) (incorporated by reference to Exhibit 4.1
to Registration Statement No. 33-33115 filed by
the Registrant).
4.2 Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.2 to
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993).
4.3 Specimen certificate representing Common Stock of
the Registrant (incorporated by reference to
Exhibit 4 to Form 8-B filed by the Registrant on
June 26, 1980).
4.4 Rights Agreement dated as of July 27, 1989, as
amended by the First Amendment thereto dated as of
October 26, 1992, by and between the Registrant
and First Chicago Trust Company of New York, as
Rights Agent (incorporated by reference to Exhibit
4 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1989, and to
Exhibit 19 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30,
1992, respectively).
5 The Registrant has submitted or will submit the
Plan and any amendments thereto to the Internal
Revenue Service ("IRS") in a timely manner and has
made or will make all changes required by the IRS
in order to qualify the Plan.
*23 Consent of Ernst & Young L.L.P. 8
*24 Powers of Attorney (included on the signature page
of this Registration Statement).
Filed Herewith (*)
<PAGE>
EXHIBIT 23
CONSENT OF ERNST & YOUNG L.L.P.
We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the
American General Employees' Thrift and Incentive Plan
(Plan) of our reports (a) dated February 12, 1996, with
respect to the consolidated financial statements of
American General Corporation (AGC) incorporated by
reference in its Annual Report on Form 10-K, (b) dated
March 20, 1996 (Exhibit 23), with respect to the financial
statement schedules of AGC included in its Annual Report on
Form 10-K, and (c) dated May 31, 1996, with respect to the
financial statements and schedules of the Plan included in
the Plan's Annual Report on Form 11-K, each for the year
ended December 31, 1995, filed with the Securities and
Exchange Commission.
ERNST & YOUNG L.L.P.
Houston, Texas
October 3, 1996
