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): December
23, 1996
AMERICAN GENERAL CORPORATION
(Exact name of registrant as specified in 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.
American General Corporation (the "Company") and
Home Beneficial Corporation ("Home Beneficial")
issued a joint News Release dated December 23,
1996, announcing the signing of a definitive
agreement under which the Company will acquire
Home Beneficial for a total consideration of $665
million or $39.00 per share. The transaction,
which is subject to approval by Home Beneficial's
shareholders and requisite regulatory
authorities, is expected to close at the end of
the first quarter of 1997.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits.
Exhibit Number
99 News Release dated December 23, 1996,
announcing that the Company and Home
Beneficial have signed a definitive
agreement under which the Company will
acquire Home Beneficial for a total
consideration of $665 million or $39.00 per
share.
<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: December 24, 1996 By: /s/ JON P. NEWTON
Jon P. Newton
Vice Chairman and General Counsel
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
99 News Release dated December 23, 1996, announcing
that the Company and Home Beneficial have signed
a definitive agreement under which the Company
will acquire Home Beneficial for a total
consideration of $665 million or $39.00 per
share.
NEWS RELEASE
96-18
[LOGO]
American General Corporation
P. O. Box 3247
Houston, Texas 77253
Home Beneficial
R. W. Wiltshire, Jr.
President & CEO
(804) 254-9602
American General
Robert D. Mrlik
Vice President - Investor Relations
(713) 831-1137
or
John E. Pluhowski
Director - Corporate Communications
(713) 831-1149
FOR IMMEDIATE RELEASE
AMERICAN GENERAL TO ACQUIRE HOME BENEFICIAL CORPORATION
Houston, December 23, 1996 -- American General
Corporation (NYSE: AGC) and Home Beneficial Corporation
(NASDAQ: HBENB) today jointly announced a definitive
agreement under which American General will acquire Home
Beneficial for a total consideration of $665 million or
$39.00 per share. The transaction, which is subject to
approval by Home Beneficial's shareholders and requisite
regulatory authorities, is expected to close at the end of
the first quarter of 1997.
Home Beneficial's shareholders may elect to receive
either cash or American General common stock. The
transaction will be tax free for Home Beneficial
shareholders exchanging their shares for American General
common stock. Total cash elections by Home Beneficial
shareholders will be limited to 50% of the aggregate
consideration, while stock elections will be limited to
75%. The exchange ratio for American General common stock
will be determined by dividing $39.00 by an average trading
price of American General common stock prior to closing and
is subject to a maximum of 1.1143 shares of American
General for each Home Beneficial Corporation common share.
"Home Beneficial is an excellent strategic fit with
our Nashville-based life insurance subsidiary," said Robert
M. Devlin, president and chief executive officer of
American General. "Both companies offer similar life
insurance products, utilize a career agency distribution
system, and operate in similar geographic regions. Through
the combination of these two companies, we believe we can
achieve economies of scale resulting in annual expense
savings of $20 million. Over its 97-year history, Home
Beneficial has been conservatively managed. Based upon
capitalization targets for American General's life
insurance subsidiaries, Home Beneficial has excess capital
of $300 million. We expect the transaction to be
non-dilutive to earnings within one year of closing.
The Home Beneficial acquisition will mark American
General's third life insurance company acquisition over the
past two years for a total consideration of $2.2 billion.
These acquisitions are consistent with American General's
growth strategy that includes opportunistic participation
in the consolidation of the financial services industry."
In commenting on the transaction, R. W. Wiltshire,
Jr., president and chief executive officer of Home
Beneficial Corporation said, "We are confident that
American General's commitment to building shareholder value
over the long term will benefit Home Beneficial
shareholders that elect to receive American General shares.
American General's strong financial position and dedication
to meeting customer needs will benefit the customers and
agents of Home Beneficial. We have long admired American
General's success in the life insurance industry through
its focus on the career agency distribution system. This
transaction provides the opportunity for our company to
become part of one of the nation's largest and most
respected financial services organizations."
Founded in 1899 and headquartered in Richmond,
Virginia, Home Beneficial Corporation has assets of $1.4
billion and life insurance in force of $11 billion. As of
September 30, 1996, Home Beneficial reported net income
over the last 12 months of $38 million and shareholders'
equity of $530 million. Home Beneficial is the holding
company of Home Beneficial Life Insurance Company, which
operates in six Mid Atlantic states and the District of
Columbia through a field force of over 1,000 agents and
sales managers.
* * * * *
American General Corporation is one of the nation's
largest diversified financial services organizations with
assets of $64 billion and shareholders' equity of $5.4
billion. Headquartered in Houston, it is a leading provider
of retirement services, consumer loans, and life insurance
to nine million households. American General common stock
is listed on the New York, Pacific, London, and Swiss stock
exchanges.
