<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1997
REGISTRATION NO. 333-27361
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
AMERICAN GENERAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 6719 74-0483432
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF INCORPORATION CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
OR ORGANIZATION)
2929 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(713) 522-1111
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
MARK S. BERG, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
AMERICAN GENERAL CORPORATION
2929 ALLEN PARKWAY
HOUSTON, TX 77019
(713) 522-1111
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
COPIES OF ALL COMMUNICATIONS TO:
MORRIS J. KRAMER, ESQ. PAUL S. BIRD, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP DEBEVOISE & PLIMPTON
919 THIRD AVENUE 875 THIRD AVENUE
NEW YORK, NY 10022 NEW YORK, NY 10022
(212) 735-3000 (212) 909-6000
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective and all other
conditions to the merger described in the enclosed Joint Proxy
Statement/Prospectus have been satisfied or waived.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
TITLE OF EACH PROPOSED MAXIMUM AMOUNT OF
CLASS OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER UNIT PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.50 per share....... 47,000,000 shares (1) Not Applicable $1,675,882,745 $169,647.10(2)
</TABLE>
(1) Also includes associated Series A Junior Participating Preferred Stock
Purchase Rights, which Rights (a) are not currently separable from the
shares of Common Stock and (b) are not currently exercisable.
(2) Pursuant to Rule 457(f), the registration fee was computed on the basis of
the market value of 34,509,812 shares of USLIFE Common Stock to be
received by the Registrant pursuant to the acquisition of USLIFE
Corporation by the Registrant computed in accordance with Rule 457(c) on
the basis of the average of the high and low prices on May 14, 1997 as
reported for the American General Common Stock in The Wall Street Journal
on May 15, 1997. Pursuant to Rule 457(b), the fee has been reduced by
$338,196.16 paid on March 21, 1997 upon the filing under the Securities
Exchange Act of 1934, as amended, of preliminary copies of USLIFE's and
the Registrant's proxy materials included herein.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SECTION 8(A), MAY DETERMINE.
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<PAGE>
CROSS REFERENCE SHEET PURSUANT TO
RULE 404(A) OF THE SECURITIES ACT, SHOWING THE LOCATION IN THE JOINT PROXY
STATEMENT/PROSPECTUS OF THE INFORMATION REQUIRED BY PART I OF FORM S-4.
<TABLE>
<CAPTION>
S-4 ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT/PROSPECTUS
--------------------------- --------------------------------------
<C> <S>
A. INFORMATION ABOUT THE TRANSACTION.
1. Forepart of Registration Statement Facing Page of Registration
and Outside Front Cover Page of Statement; Outside Front Cover Page
Prospectus......................... of Joint Proxy Statement/Prospectus
2. Inside Front and Outside Back Cover Available Information; Incorporation
Pages of Prospectus................ of Certain Documents by Reference;
Table of Contents
3. Risk Factors, Ratio of Earnings to Summary of Joint Proxy
Fixed Charges and Other Statement/Prospectus; Summary
Information........................ Historical Financial Data of American
General; Summary Historical Financial
Data of USLIFE; Selected Historical
Financial Data of American General;
Selected Historical Financial Data of
USLIFE; Selected Pro Forma Financial
Data; Risk Factors
4. Terms of the Transaction........... Summary of Joint Proxy
Statement/Prospectus; The Proposed
Merger; Comparison of Shareholder
Rights
5. Pro Forma Financial Information.... Summary Pro Forma Per Share and Other
Data; Selected Pro Forma Financial
Data; Pro Forma Combined Financial
Statements; Pro Forma Combined Balance
Sheet; Pro Forma Combined Statements
of Income; Notes to Pro Forma Combined
Financial Statements
6. Material Contracts with the Company Summary of Joint Proxy
Being Acquired .................... Statement/Prospectus; The Proposed
Merger
7. Additional Information Required for
Reoffering by Persons and Parties
Deemed to be Underwriters.......... *
8. Interests of Named Experts and
Counsel............................ Legal Matters; Experts
9. Disclosure of Commission Position
on Indemnification for Securities
Act
Liabilities ....................... *
B. INFORMATION ABOUT THE REGISTRANT.
10. Information With Respect to S-3
Registrants....................... Incorporation of Certain Documents by
Reference; Certain Information
Concerning American General; Selected
Historical Financial Data of American
General
11. Incorporation of Certain Incorporation of Certain Documents by
Information by Reference.......... Reference
12. Information With Respect to S-2 or
S-3 Registrants................... *
13. Incorporation of Certain
Information by Reference.......... *
14. Information With Respect to
Registrants Other Than S-3 or S-2
Registrants....................... *
</TABLE>
<PAGE>
S-4 ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT/PROSPECTUS
--------------------------- --------------------------------------
C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED.
15. Information With Respect to S-3
Companies......................... Incorporation of Certain Documents by
Reference; Certain Information
Concerning USLIFE; Selected Historical
Financial Data of USLIFE
16. Information With Respect to S-2 or
S-3 Companies..................... *
17. Information With Respect to
Companies Other Than S-2 or S-3
Companies......................... *
D. VOTING AND MANAGEMENT INFORMATION.
18. Information if Proxies, Consents Cover Page of Joint Proxy
or Authorizations Are to be Statement/Prospectus; Incorporation of
Solicited......................... Certain Documents by Reference;
Summary of Joint Proxy
Statement/Prospectus; Special Meeting
of American General Shareholders;
Special Meeting of USLIFE
Shareholders; The Proposed Merger
19. Information if Proxies, Consents
or Authorizations Are Not to be
Solicited, or in an Exchange
Offer............................. *
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*Omitted because not required, inapplicable or answer is negative.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act contains detailed
provisions with respect to indemnification of directors and officers of a
Texas corporation against reasonable expenses actually incurred in connection
with certain legal proceedings.
Article VI of the American General Bylaws sets forth certain rights of the
Registrant's officers and directors to indemnification. The American General
Bylaws, as in effect on the date hereof, are incorporated by reference herein
as Exhibit 4(b).
The American General Restated Articles of Incorporation provide that, with
certain specified exceptions, a director of the Registrant will not be liable
to the corporation for monetary damages for an act or omission in the
director's capacity as a director. Reference is made to the American General
Restated Articles of Incorporation filed as Exhibit 4(a) hereto.
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 its 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 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS
<TABLE>
<C> <S>
*2 Agreement and Plan of Merger by and among the Registrant, Texas Stars
Corporation and USLIFE Corporation, dated as of February 12, 1997
(included as Annex A to the Joint Proxy Statement/ Prospectus in Part I
of this Registration Statement).
3(a) 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).
3(b) 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(a) Specimen Stock Certificate for American General Common Stock
(incorporated by reference to Exhibit 4 to Form 8-B filed by the
Registrant on June 26, 1980).
4(b) 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 Opinion and Consent of Susan A. Jacobs, Associate General Counsel of
American General, with respect to the legality of the securities to be
issued in the Merger.
*8(a) Form of Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom
(Illinois), with respect to the consequences of the Merger contained in
the Joint Proxy Statement/Prospectus.
*8(b) Form of Opinion and Consent of Debevoise & Plimpton, with respect to the
consequences of the Merger contained in the Joint Proxy
Statement/Prospectus.
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S> <C>
*23(a) Consent of Susan A. Jacobs, Associate General Counsel of
American General (contained in opinion in Exhibit 5).
*23(b) Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois)
(contained in their opinion on the tax consequences of the
Merger contained in the Joint Proxy Statement/Prospectus in
Exhibit 8(a)).
*23(c) Consent of Debevoise & Plimpton (contained in their opinion on
the tax consequences of the Merger contained in the Joint Proxy
Statement/Prospectus in Exhibit 8(b)).
*23(d) Consent of Ernst & Young LLP.
**23(e) Consent of KPMG Peat Marwick LLP.
*23(f) Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated.
**23(g) Consent of Goldman, Sachs & Co.
*24 Powers of Attorney: J. Evans Attwell, Brady F. Carruth, James S.
D'Agostino, Jr., W. Lipscomb Davis, Jr., Robert M. Devlin, Larry
D. Horner, Richard J.V. Johnson, Jon P. Newton, Robert E.
Smittcamp and Anne W. Tatlock.
*99(a) Form of Common Stock Proxy of American General Corporation
(relating to the special meeting of shareholders of American
General Corporation described in the Joint Proxy
Statement/Prospectus in Part I of this Registration Statement).
*99(b) Form of 7% Convertible Preferred Stock Proxy of American General
Corporation (relating to the special meeting of shareholders of
American General Corporation described in the Joint Proxy
Statement/Prospectus in Part I of this Registration Statement).
*99(c) Form of Thrift Plans Voting Instructions of American General
Corporation (relating to the special meeting of shareholders of
American General Corporation described in the Joint Proxy
Statement/Prospectus in Part I of this Registration Statement).
*99(d) Form of Proxy of USLIFE Corporation (relating to the special
meeting of shareholders of USLIFE Corporation described in the
Joint Proxy Statement/Prospectus in Part I of this Registration
Statement).
*99(e) Form of USLIFE Corporation Employee Savings and Investment Plan
Confidential Voting Instructions (relating to the special
meeting of shareholders of USLIFE Corporation described in the
Joint Proxy Statement/Prospectus in Part I of this Registration
Statement).
</TABLE>
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*Filed Previously
**Filed Herewith
In accordance with paragraph (b)(4)(iii) of Item 601 of Regulation S-K, the
Registrant is not filing herewith certain instruments defining the rights of
holders of long-term debt of the Registrant because the total amount of
securities authorized thereunder does not exceed 10 percent of the total
assets of the Registrant and its subsidiaries on a consolidated basis. The
Registrant hereby agrees to furnish a copy of such instruments to the
Commission upon request.
(B) FINANCIAL STATEMENT SCHEDULES
Not Applicable.
ITEM 22. 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 in Section 10(a)(3) of the
Securities Act of 1933;
(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;
II-2
<PAGE>
(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 paragraphs (1)(i) and (1)(ii) 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 Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 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.
(5) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this Registration
Statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.
(6) That every prospectus (i) that is filed pursuant to the immediately
preceding paragraph or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to
the Registration Statement and will not be used until such amendment is
effective, and that, for purposes of determining any liability under the
Securities Act of 1933, 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.
(7) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described
under Item 20 above or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the 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 Act and
will be governed by the final adjudication of such issue.
(8) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this
form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the Registration Statement through the date of responding
to the request.
(9) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the Registration Statement when
it became effective.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF HOUSTON, STATE OF TEXAS, ON MAY 19, 1997.
AMERICAN GENERAL CORPORATION
By: /s/ Carl J. Santillo
By __________________________________
Carl J. Santillo
Senior Vice President--Finance
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED THIS
AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Robert M. Devlin* Chairman, Chief Executive May 19, 1997
____________________________________ Officer and Director
Robert M. Devlin (Principal Executive
Officer)
/s/ Carl J. Santillo Senior Vice President-- May 19, 1997
____________________________________ Finance (Principal Financial
Carl J. Santillo Officer)
/s/ Pamela J. Penny Vice President and May 19, 1997
____________________________________ Controller
Pamela J. Penny (Principal Accounting
Officer)
J. Evans Attwell* Director May 19, 1997
____________________________________
J. Evans Attwell
Brady F. Carruth* Director May 19, 1997
____________________________________
Brady F. Carruth
James S. D'Agostino, Jr.* Director May 19, 1997
____________________________________
James S. D'Agostino, Jr.
W. Lipscomb Davis, Jr.* Director May 19, 1997
____________________________________
W. Lipscomb Davis, Jr.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Larry D. Horner* Director May 19, 1997
____________________________________
Larry D. Horner
Richard J.V. Johnson* Director May 19, 1997
____________________________________
Richard J.V. Johnson
Jon P. Newton* Director May 19, 1997
____________________________________
Jon P. Newton
Robert E. Smittcamp* Director May 19, 1997
____________________________________
Robert E. Smittcamp
Anne M. Tatlock* Director May 19, 1997
____________________________________
Anne M. Tatlock
*By:
/s/ Carl J. Santillo May 19, 1997
____________________________________
Carl J. Santillo
(Attorney-in-fact)
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S>
*2 Agreement and Plan of Merger by and among the Registrant, Texas Stars
Corporation and USLIFE Corporation, dated as of February 12, 1997
(included as Annex A to the Joint Proxy Statement/ Prospectus in Part
I of this Registration Statement).
3(a) 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).
3(b) 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(a) Specimen Stock Certificate for American General Common Stock
(incorporated by reference to Exhibit 4 to Form 8-B filed by the
Registrant on June 26, 1980).
4(b) 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 Opinion and Consent of Susan A. Jacobs, Associate General Counsel of
American General, with respect to the legality of the securities to be
issued in the Merger.
*8(a) Form of Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom
(Illinois), with respect to the consequences of the Merger contained
in the Joint Proxy Statement/Prospectus.
*8(b) Form of Opinion and Consent of Debevoise & Plimpton, with respect to
the consequences of the Merger contained in the Joint Proxy
Statement/Prospectus.
*23(a) Consent of Susan A. Jacobs, Associate General Counsel of American
General (contained in opinion in Exhibit 5).
*23(b) Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois) (contained
in their opinion on the tax consequences of the Merger contained in
the Joint Proxy Statement/Prospectus in Exhibit 8(a)).
*23(c) Consent of Debevoise & Plimpton (contained in their opinion on the tax
consequences of the Merger contained in the Joint Proxy
Statement/Prospectus in Exhibit 8(b)).
*23(d) Consent of Ernst & Young LLP.
**23(e) Consent of KPMG Peat Marwick LLP.
*23(f) Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated.
**23(g) Consent of Goldman, Sachs & Co.
*24 Powers of Attorney: J. Evans Attwell, Brady F. Carruth, James S.
D'Agostino, Jr., W. Lipscomb Davis, Jr., Robert M. Devlin, Larry D.
Horner, Richard J.V. Johnson, Jon P. Newton, Robert E. Smittcamp and
Anne W. Tatlock.
*99(a) Form of Common Stock Proxy of American General Corporation (relating
to the special meeting of shareholders of American General Corporation
described in the Joint Proxy Statement/Prospectus in Part I of this
Registration Statement).
*99(b) Form of 7% Convertible Preferred Stock Proxy of American General
Corporation (relating to the special meeting of shareholders of
American General Corporation described in the Joint Proxy
Statement/Prospectus in Part I of this Registration Statement).
*99(c) Form of Thrift Plans Voting Instructions of American General
Corporation (relating to the special meeting of shareholders of
American General Corporation described in the Joint Proxy
Statement/Prospectus in Part I of this Registration Statement).
*99(d) Form of Proxy of USLIFE Corporation (relating to the special meeting
of shareholders of USLIFE Corporation described in the Joint Proxy
Statement/Prospectus in Part I of this Registration Statement).
*99(e) Form of USLIFE Corporation Employee Savings and Investment Plan
Confidential Voting Instructions (relating to the special meeting of
shareholders of USLIFE Corporation described in the Joint Proxy
Statement/Prospectus in Part I of this Registration Statement).
</TABLE>
- --------
*Filed Previously
**Filed Herewith
<PAGE>
EXHIBIT 23(e)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors and Shareholders
USLIFE Corporation:
We consent to the use of our report on USLIFE Corporation and subsidiaries (the
"Company") incorporated herein by reference in the Registration Statement on
Form S-4 dated May 19, 1997 and the related Joint Proxy Statement/Prospectus
(the "Registration Statement") and to the reference to our firm under the
heading "Experts" in the prospectus.
Our report refers to the Company's adoption of the provisions of the Financial
Accounting Standards Board's Statements of Financial Accounting Standards (SFAS)
No. 115, "Accounting for Certain Investments in Debt and Equity Securities" in
1994.
KPMG Peat Marwick LLP
New York, New York
May 19, 1997
<PAGE>
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Goldman, Sachs & Co. | 85 Broad Street | New York, New York 10004
Tel: 212-902-1000
[GOLDMAN SACHS LOGO APPEARS HERE]
- -------------------------------------------------------------------------------
EXHIBIT 23(G)
PERSONAL AND CONFIDENTIAL
May 19, 1997
Board of Directors
USLIFE Corporation
125 Maiden Lane
New York, NY 10038
Re: Registration Statement of American General Corporation ("American
General") relating to Common Stock, par value $0.50 per share, of American
General to be issued in exchange for shares of Common Stock, par value
$1.00 per share, of USLIFE Corporation ("USLIFE") in connection with the
merger of a wholly owned subsidiary of American General with and into
USLIFE.
Gentlemen:
Reference is made to our opinion letter dated May 19, 1997 with respect to the
fairness to the holders of the outstanding shares of Common Stock, par value
$1.00 per share (the "Shares"), of USLIFE of the consideration to be received
for the Shares pursuant to the Merger (the "Merger") contemplated by the
Agreement and Plan of Merger dated as of February 12, 1997 by and among
American General, Texas Stars Corporation, a New York corporation and a
wholly-owned subsidiary of American General, and USLIFE (the "Agreement").
The foregoing opinion letter is provided for the information and assistance of
the Board of Directors of USLIFE in connection with its consideration of the
transaction contemplated by the Agreement and is not to be used, circulated,
quoted or otherwise referred to for any other purpose, nor is it to be filed
with, included in or referred to in whole or in part in any registration
statement, proxy statement or any other document, except in accordance with
our prior written consent. We understand that USLIFE has determined to include
our opinion in the above-referenced Registration Statement.
In that regard, we hereby consent to the reference to the opinion of our Firm
under the captions "Summary of Joint Proxy Statement/Prospectus--The Proposed
Merger--Opinion of USLIFE's Financial Advisor," "The Proposed Merger--
Background of the Merger," "The Proposed Merger--USLIFE's Reasons for the
Merger; Recommendation of the USLIFE Board" and "The Proposed Merger--Opinion
of USLIFE's Financial Advisor" and to the inclusion of the foregoing opinion
in the Joint Proxy Statement included in the above-mentioned Registration
Statement. In providing such consent, except as may be required by the federal
securities laws, we do not intend that any person
New York | London | Tokyo | Boston | Chicago | Dallas | Frankfurt | George
Town | Hong Kong | Houston | Los Angeles | Memphis
Miami | Milan | Montreal | Osaka | Paris | Philadelphia | San
Francisco | Singapore | Sydney | Toronto | Vancouver | Zucrich
<PAGE>
other than the Board of Directors rely upon such opinion. In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Goldman, Sachs & Co.
- ---------------------------------
(GOLDMAN, SACHS & CO.)
