As filed with the Securities and Exchange Commission on
October 14, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-3
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 (I.R.S.
jurisdiction of Industrial Employer
incorporation or Classification Identification No.)
organization) Code Number)
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, Texas 77019
(713) 522-1111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________________________
Approximate date of commencement of proposed sale to
the public: From time to time after the effective date of
this Registration Statement.
If the only securities being registered on this Form
are being offered pursuant to dividend or interest
reinvestment plans, please check the following box [ ].
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional
securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and list
the Securities Act registration statement number of the
earlier effective registration statement for the same
offering. [ ] _________
If this form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, please
check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
_________
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Common Stock, par value $0.50 per share
Amount to be Registered
66,000 shares(1)
Proposed Maximum Aggregate Price per Unit
$54.125(2)
Proposed Maximum Aggregate Offering Price
$3,572,250(2)
Amount of Registration Fee
$1,090.00
(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) Estimated solely for purposes of determining the
amount of the registration fee pursuant to Rule
457(c), based on the average of the high and low
prices reported on the New York Stock Exchange
Composite Tape on October 9, 1997.
_____________________________
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 said
Section 8(a), may determine.
<PAGE>
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be
sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such State.
SUBJECT TO COMPLETION, DATED OCTOBER 14, 1997
AMERICAN GENERAL CORPORATION
Interests in The United States Life Insurance Company
Retirement Plan for General Agents and Producers
Common Stock
(par value $0.50 per share)
Preferred Share Purchase Rights
____________________
The Common Stock of American General Corporation is
listed on the New York Stock Exchange (the "NYSE"), the
Pacific Exchange, Inc., The London Stock Exchange, The
Basel Stock Exchange, The Geneva Stock Exchange and The
Zurich Stock Exchange. The last reported sale price on the
New York Stock Exchange on October 9, 1997 was $54.375 per
share. See "Common Stock -- Price Range of Common Stock"
herein.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURI-
TIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTA-
TION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________________
On June 17, 1997, pursuant to an Agreement and Plan of
Merger dated as of February 12, 1997, a wholly owned
subsidiary of American General Corporation ("American
General") was merged with and into USLIFE Corporation
("USLIFE" or the "Sponsor") (the "Merger"). As a result,
USLIFE became a wholly owned subsidiary of American
General. Pursuant to the Merger, former shareholders of
USLIFE are entitled to 1.1069 shares (the "Exchange Ratio")
of American General Common Stock (defined below) for each
of their shares of USLIFE Common Stock.
American General is offering hereby to continue a
Retirement Plan (the "Plan") previously offered by USLIFE
to the individual independent agents ("General Agents") and
Producers (as each is defined in the Plan) of its indirect
wholly owned subsidiary The United States Life Insurance
Company in the City of New York, a wholly owned subsidiary
of USLIFE ("United States Life" or the "Company"). Under
the Plan, a General Agent or Producer (as defined in the
Plan), may contribute a certain percentage of his or her
Earnings, (as defined in the Plan) on an after tax basis
pursuant to a Membership Agreement (as defined in the Plan)
entered into between the General Agency, Allocating
Producer or Producer (as defined in the Plan) and United
States Life. Such Earnings will be credited in the
proportions allocated by the Plan participant to unfunded
interest bearing accounts established for such General
Agents and Producers and maintained by United States Life.
If the General Agent's or Producer's Earnings for a
calendar year reach a specified amount ("Earnings require-
ments"), any Earnings contributed to the Plan up to a
specified percentage of total Earnings will be matched by
contributions from United States Life to separate unfunded
accounts established for the Plan participants and main-
tained by United States Life ("Company Accounts"). At the
Plan participant's option, the Company contribution will be
made either (i) in cash in an amount determined pursuant to
the Plan or (ii) in American General Common Stock, par
value $0.50 per share ("Common Stock" or "Shares"), the
number of which Shares will be determined pursuant to the
Plan. The Company Contributions attributable in Common
Stock on June 17, 1997 were adjusted to reflect the
Exchange Ratio.
Cash contributions will be credited to a participant's
Company Account, an unfunded account. For contributions
made in Shares, such Company Accounts will not bear
interest and will be valued as if the amount of the Company
contribution were invested in Shares. The value of this
portion of the Company Accounts will fluctuate with market
performance. Earnings contributed to the Plan will only be
matched up to the specified percentage of total Earnings
established by the Committee from time to time. The
percentage of Earnings eligible for matching Sponsor
contributions, the Earnings requirements, and the interest
rate per annum are determined by a Committee consisting of
the designees of the President of the Company, each of whom
will be officers of the Company. At least three such
officers are required to be on the Committee (the "Commit-
tee"). See "Description of the Plan -- Determinations of
the Committee" herein. Any changes in the determinations
made by the Committee will be set forth in a Prospectus
Supplement. Participants in the Plan will be known as
"Members."
Earnings contributed to the Plan will be nonforfeit-
able. Members will be vested as to 20% of Company con-
tributions upon the completion of six Qualified Years (as
defined in the Plan). Thereafter, 20% of the amount in a
Member's Company Account, including interest, if any, will
vest at the end of each subsequent Qualified Year. Company
contributions for any year will be fully vested and
nonforfeitable immediately, as they are made, after the
Member has contributed to the Plan for 10 years, if the
Member has also met the Minimum Earnings requirement for at
least 10 continuous Plan Years, even if the Member did not
contribute in every Plan Year. Company contributions may
vest earlier in the case of a Member's death, disability or
retirement. See "Death Benefits", "Disability Benefits"
and "Retirement Benefits" herein. All Member and Company
contributions will be retained in the general accounts of
the Company. Without affecting the value of the accounts
for purposes of the Plan, such funds may be invested by the
Company, for its own account, in any securities, including
Common Stock. Distributions attributable to contributed
Earnings will generally be made in one or more cash
payments, and distributions attributable to Company
contributions made in Shares will ordinarily be made in a
single payment consisting of whole shares of Common Stock
plus cash for any fractional shares. Each Share
distributed under the Plan prior to the close of business
on the earlier of the Distribution Date (defined below) and
the Termination Date (defined below) and will be
distributed along with one Series A Junior Participating
Preferred Stock Purchase Right (a "Right") free of charge.
In brief, a Right entitles the registered holder to
purchase from American General one one-hundredth of a share
of Series A Junior Participating Preferred Stock, par value
$1.50 per share, of American General (the "American General
Junior Preferred Shares") at a price of $120 per one
one-hundredth of an American General Junior Preferred
Share, subject to certain adjustments. The Rights are not
exercisable or transferable separately from the Common
Stock until the "Distribution Date" which will occur on the
earlier of (i) 10 business days following the first public
announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired
beneficial ownership of 15% or more of the outstanding
American General Common Stock and any other shares of
capital stock of American General entitled to vote
generally in the election of directors or entitled to vote
in respect of any merger, consolidation, sale of all or
substantially all of American General's assets,
liquidation, dissolution or winding up of American General
(the "Voting Stock") or (ii) 10 business days following the
commencement of, or the first public announcement of an
intention to commence, a tender or exchange offer the
consummation of which would result in the beneficial
ownership by a person or group of affiliated or associated
persons of 25% or more of the then outstanding Voting
Stock.
See "Description of the Plan" herein.
General Agents and Producers are encouraged to read
this Prospectus with care before applying for or electing
to continue membership in the Plan, and to retain it for
future reference. This Prospectus may not be used to
consummate transactions involving The United States Life
Insurance Company Retirement Plan for General Agents and
Producers unless accompanied by the relevant Prospectus
Supplement.
____________________
The date of this Prospectus is , 1997<PAGE>
AVAILABLE INFORMATION
American General Corporation is subject to the
informational requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other
information with the Securities and Exchange Commission
(the "Commission"). Copies of such reports, proxy
statements and other information concerning American
General may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the Commission's Regional Offices at Seven
World Trade Center, 13th Floor, New York, New York 10048
and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. The Commission also maintains a
Web Site at http://www.sec.gov which contains reports and
other information regarding registrants that file
electronically with the Commission. In addition, materials
filed by American General may be inspected at the offices
of the New York Stock Exchange, 20 Broad Street, New York,
New York 10005 and the Pacific Exchange, Inc., 301 Pine
Street, San Francisco, California 94104 and 618 South
Spring Street, Los Angeles, California 90014.
American General has filed with the Commission a
registration statement on Form S-3 pertaining to the
securities offered hereby (herein, together with all
amendments and exhibits, collectively referred to as the
"Registration Statement") under the Securities Act of 1933,
as amended. This Prospectus does not contain all of the
information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the
rules and regulations of the Commission. For further
information, reference is hereby made to the Registration
Statement.
For the information of all General Agents partici-
pating in the Plan, American General will include such
persons in its regular shareholder mailings, including the
mailings of annual and quarterly reports and proxy
statements.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission
(File No. 1-7981) pursuant to the Exchange Act are incorpo-
rated herein by reference:
1. American General's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, filed pursuant to
Section 13(a) of the Exchange Act (the "Annual Report").
2. American General's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1997, filed pursuant to
Section 13(a) of the Exchange Act.
3. American General's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997, filed pursuant to
Section 13(a) of the Exchange Act.
4. American General's Current Reports on Form 8-K
dated February 12, 1997, February 21, 1997, August 15,
1997, September 11, 1997 and October 10, 1997 filed
pursuant to Sections 13 and 15(d) of the Exchange Act.
5. Proxy Statement relating to American General's
1997 annual meeting of shareholders.
6. The description of American General Common Stock
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.
7. The description of American General 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.
All documents filed by American General pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the
termination of the offering of the Interests in The United
States Life Insurance Company Retirement Plan for General
Agents and Producers and Common Stock and Rights
appertaining thereto to which this Prospectus relates,
shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing
of such documents.
Any statement contained in a document all or a portion
of which is incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus or any
Prospectus Supplement to the extent that a statement
contained herein or therein or in any other subsequently
filed document which also is or is deemed to be
incorporated by reference herein or therein modified or
supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus or any
Prospectus Supplement.
American General will provide without charge to each
person to whom a copy of this Prospectus is delivered, upon
the written or oral request of such person, a copy of any
or all of the documents incorporated herein or in the
Registration Statement by reference (other than exhibits to
such documents unless such exhibits are specifically
incorporated by reference into the documents that this
Prospectus incorporates). Written or telephone requests
should be directed to the Corporate Secretary, American
General Corporation, 2929 Allen Parkway, Houston, Texas
77019, telephone: (713) 522-1111.
No person has been authorized to give any information
or to make any representation not contained in this
Prospectus, or the Prospectus Supplement relating thereto,
and, if given or made, such information or representation
must not be relied upon as having been authorized by the
Company or any underwriter. This Prospectus and any
Prospectus Supplement does not constitute an offer to sell
or a solicitation of an offer to buy any securities in any
jurisdiction to any person to whom it is unlawful to make
such offer in such jurisdiction.
AMERICAN GENERAL CORPORATION
American General, with assets of $77 billion and
shareholders' equity of $6.7 billion as of June 30, 1997,
is one of the largest diversified financial services
organizations in the United States. American General's
operating subsidiaries are leading providers of retirement
services, life insurance, and consumer loans to 12 million
customers. The principal executive offices of American
General are located at 2929 Allen Parkway, Houston, Texas
77019-2155, and its telephone number is (713) 522-1111.
The American General Common Stock is listed and traded
on the NYSE, the Pacific Exchange, Inc., The London Stock
Exchange, The Basel Stock Exchange, The Geneva Stock
Exchange and The Zurich Stock Exchange under the symbol
"AGC."
USE OF PROCEEDS
There will be no proceeds to American General from the
participation in the Plan by designated General Agents and
Producers. To the extent the operation of the Plan
provides a source of funds through payment by United States
Life for Shares to be delivered to such designated General
Agents and Producers, such funds will be used by American
General for general corporate purposes. American General
is offering the Plan to eligible General Agents and
Producers (as defined in the Plan and as determined by
United States Life's Board of Directors and the Plan
Committee) in order to provide agents an opportunity,
subject to the provisions of the Plan, to contribute
earnings, acquire an equity interest in American General,
and participate in any appreciation of the value of the
Common Stock. Member Accounts and Company Accounts held in
cash (both as defined in the Plan - see "Description of the
Plan") shall bear interest at a rate determined by the
Committee and will be held in the general accounts of
United States Life. See "Description of the Plan --
Determination of the Committee" herein. Without affecting
the value of the accounts for purposes of the Plan, such
funds may be invested by United States Life, for its own
account, in any securities, including American General
Common Stock.
COMMON STOCK AND
PREFERRED SHARE PURCHASE RIGHTS
American General Common Stock
American General is authorized to issue 300,000,000
shares of Common Stock, par value $.50 per share. As of
June 30, 1997, there were outstanding 243,079,485 shares of
Common Stock.
Holders of Common Stock are entitled to receive
dividends when, as and if declared by the American General
Board of Directors (the "Board") out of any funds legally
available therefor, and are entitled upon liquidation,
after claims of creditors and preferences of any series of
American General Preferred Stock, to receive pro rata the
net assets of American General.
The holders of Common Stock are entitled to one vote
for each share held. Directors of American General are
elected for a one-year term expiring upon the annual
meeting of shareholders of American General. The holders
of Common Stock do not have cumulative voting rights.
The holders of Common Stock do not have any preemptive
rights to acquire any shares or other securities of any
class which may at any time be issued, sold or offered for
sale by American General. The holders of Common Stock have
no conversion rights and the Common Stock is not subject to
redemption by either American General or a shareholder.
First Chicago Trust Company of New York is the
transfer agent, registrar and dividend disbursing agent for
the Common Stock. Its address is P.O. Box 2500, Jersey
City, New Jersey 07303-2500, and its telephone number is
(800) 519-3111.
Dividends
Dividends for the years ended December 31, 1995 and
1996 have been declared and paid to holders of American
General's Common Stock at the annual rates of $1.24 and
$1.30 per share, respectively (paid quarterly in March,
June, September and December of 1995 and 1996). Quarterly
dividends of $0.35 per share of Common Stock have been paid
for the quarters ended March 31 and June 30, 1997.
Price Range of Common Stock
American General's Common Stock and the Rights
appertaining thereto are listed on the NYSE, the Pacific
Exchange, Inc., The London Stock Exchange, The Basel Stock
Exchange, The Geneva Stock Exchange and The Zurich Stock
Exchange under the symbol "AGC." The following table sets
forth, for the calendar periods indicated, the range of
high and low prices for American General's Common Stock on
the NYSE, as reported on the NYSE Composite Tape.
1994: High Low
First Quarter . . . . . . . . 29 5/8 25 1/2
Second Quarter. . . . . . 29 3/8 24 7/8
Third Quarter . . . . . . . 30 1/2 26 7/8
Fourth Quarter. . . . . . .28 7/8 25 5/8
1995:
First Quarter . . . . . . . . 33 1/4 27 1/2
Second Quarter. . . . . . 35 1/2 31 1/8
Third Quarter . . . . . . . 38 7/8 33 5/8
Fourth Quarter. . . . . . .39 1/8 31
1996:
First Quarter . . . . . . . . 37 7/8 33 1/4
Second Quarter. . . . . . .37 5/8 32 7/8
Third Quarter . . . . . . . .38 3/4 34
Fourth Quarter. . . . . . . 41 3/4 35 3/4
1997:
First Quarter . . . . . . . . 44 5/8 39 3/8
Second Quarter. . . . . . .49 5/8 36 1/2
Although the prices for Common Stock subsequent to
August 7, 1989 indicated herein reflect sales of both
shares of Common Stock and the Rights appertaining thereto,
because of the contingent nature of the Rights, American
General does not consider the Rights themselves to have any
independent market value.
For a recent price of the Common Stock on the NYSE,
see the cover page of this Prospectus.
Eligible General Agents and Producers are encouraged
to obtain current Common Stock quotations before applying
for membership in the Plan and electing to have deferrals
thereunder matched in the form of Common Stock.
Preferred Share Purchase Rights
On July 27, 1989, the Board authorized the issuance of
one preferred share purchase right (a "Right") for each
share of Common Stock outstanding on August 7, 1989 and for
each share of Common Stock issued thereafter but prior to
the earlier of the Distribution Date and the Termination
Date (as each such term is defined below). A Right is
attached to each share of Common Stock and entitles the
registered holder to purchase from American General one
one-hundredth of a share of American General Preferred
Shares at a price of $120 per one one-hundredth of an
American General Junior Preferred Share, subject to certain
adjustments.
The Rights will expire on August 7, 1999, unless the
expiration date is extended or the Rights are redeemed
earlier (any such date being the "Termination Date"). The
Rights are not exercisable or transferable separately from
the shares of Common Stock until the "Distribution Date"
which will occur on the earlier of (i) 10 business days
following the first public announcement that a person or
group of affiliated or associated persons (an "Acquiring
Person") has acquired beneficial ownership of 15% or more
of the outstanding Common Stock and any other shares of
capital stock of American General entitled to vote
generally in the election of directors or entitled to vote
in respect of any merger, consolidation, sale of all or
substantially all of American General's assets, liquida-
tion, dissolution or winding up of American General (the
"Voting Stock") or (ii) 10 business days following the
commencement of, or the first public announcement of an
intention to commence, a tender or exchange offer the
consummation of which would result in the beneficial
ownership by a person or group of affiliated or associated
persons of 25% or more of the then outstanding Voting
Stock.
In the event American General is acquired in a merger
or other business combination transaction or 50% or more of
its consolidated assets or earning power should be sold or
otherwise transferred, each holder of a Right will have the
right to receive, upon payment of the right's then current
exercise price, common stock of the acquiring company which
has a market value of two times the exercise price of the
Right. In the event that any person becomes an Acquiring
Person, each holder of a Right will thereafter have the
right to receive upon exercise thereof that number of
shares of Common Stock (or under certain circumstances,
Common Stock-equivalent American General Junior Preferred
Shares) having a market value of two times the exercise
price of its Rights.
At any time 10 business days after a person or group
of affiliated or associated persons has become an Acquiring
Person and prior to the acquisition by any person or group
of 50% or more of the outstanding Voting Stock, the Board
may exchange the Rights (other than Rights acquired or
beneficially owned by such Acquiring Person, which Rights
held by such Acquiring Person shall then be null and void),
in whole or in part, at an exchange ratio of one share of
Common Stock (or one one-hundredth of a share of American
General Junior Preferred Stock), appropriately adjusted to
reflect any stock split, stock dividend or similar
transaction, for each two shares of Common Stock for which
the Right is then exercisable.
At any time prior to the close of business on the
tenth day following the first public announcement that a
person or group of affiliated or associated persons has
become an Acquiring Person, the Board may redeem the then
outstanding Rights in whole, but not in part, at a price of
$0.01 per Right, appropriately adjusted to reflect any
stock split, stock dividend or similar transaction (the
"Rights Redemption Price"). Any such redemption of the
Rights may be made effective at such time, on such basis
and with such conditions as the Board in its sole
discretion may establish.
The purchase price payable, and the number of American
General Junior Preferred Shares or other securities or
property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution in the
event of a stock dividend on, or a subdivision, combination
or reclassification of, the American General Junior
Preferred Shares.
The number of outstanding Rights and the number of one
one-hundredth of an American General Junior Preferred Share
issuable upon exercise of each Right are also subject to
adjustment in the event of reclassification of securities,
or recapitalization or reorganization of American General
or other transaction involving American General which has
the effect, directly or indirectly, of increasing by more
than one percent the proportionate share of the outstanding
shares of any class of equity securities of American
General or any of its subsidiaries beneficially owned by
any Acquiring Person, in any such case, prior to an
exchange by American General as described above.
The terms of the Rights may be amended, including
extending the expiration date, by the Board without the
consent of the holders of the Rights, except in certain
circumstances.
The Rights have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or group
that attempts to acquire American General on terms not
approved by the Board. The Rights should not interfere
with any merger or other business combination approved by
the Board since the Rights may be redeemed by American
General at the Rights Redemption Price prior to the time
that a person or group has acquired beneficial ownership of
50% or more of the Voting Stock. See also "Incorporation
of Certain Documents by Reference" and "Available
Information."
Reference is hereby made to, and the above description
is qualified in its entirety by reference to, the detailed
description of the Rights set forth in American General's
Registration Statement on Form 8-A, as amended by its
amendment on Form 8 relating to the Rights referred to
under "Incorporation of Certain Documents by Reference."
<PAGE>
DESCRIPTION OF THE PLAN
The following description sets forth certain general
terms and provisions of the Plan and is qualified in it
entirety by reference thereto.
Participation in the Plan
General Agents of United States Life are eligible to
participate in the Plan as of the January 1 immediately
following the completion of one Qualified Year by the
General Agency from which the General Agent's status as a
General Agent derives provided the General Agent has not
reached age 65 as of that January 1. An individual
Producer (as defined in the Plan (See "Determinations of
the Committee")) is eligible to participate in the Plan as
of the January 1 immediately following either: (1) his or
her completion of one Qualified Year, or (2) the completion
of one Qualified Year by his or her Allocating Producer (as
defined in the Plan (See "Determinations of the
Committee")), provided such individual Producer has not
reached age 65 as of that January 1.
Participating General Agents or Producers will be
known as "Members." An eligible General Agent or Producer
will become a Member upon completing an application for
membership, a Beneficiary Designation Form and upon
approval of such application and elections by the
Committee. An eligible General Agent or Producer who does
not become a Member as of the January 1 immediately
following the completion of one Qualified Year must
re-qualify for membership by completing an additional
Qualified Year immediately preceding any subsequent
application for membership.
Allocation of Earnings
Subject to the Committee's approval, a General Agency
or Allocating Producer may elect, on the appropriate form,
to contribute a percentage of its Earnings for a Plan Year
in order to qualify for matching contributions by the
Company either in cash or in the form of Common Stock, if
the Earnings requirements for such Plan Year, as
established by the Committee, from time to time, in its
sole discretion, are satisfied. Earnings contributed to
the Plan on behalf of Members will be credited to unfunded
accounts maintained by the Company called "Member
Accounts." Contributions will be made in accordance with
the allocations designated by the General Agency or
Allocating Producer. Any applicable matching Company
contributions will be credited to separate unfunded
accounts maintained by the Company called "Company
Accounts." The percentage of Earnings which may be
contributed and the Earnings requirements will be
established by the Committee from time to time in its sole
discretion. Changes in Earnings Requirements are only
effective prospectively. See "Determinations of the
Committee" below.
If the applicable Earnings requirements for a
Qualified Year are not satisfied, a Member may withdraw the
total amount credited to his or her Member Account (without
interest) for that year or the Member may leave the sums in
the Member Account on deposit with the Company. If the
Member withdraws the total amount credited to the Member
Account, his or her membership shall automatically
terminate and any unvested amount credited to his or her
Company Account shall be totally forfeited. Interest is
paid on amounts left on deposit in the Member Account at a
rate established by the Committee from time to time in its
sole discretion.
With respect to each Plan Year, and except as
described below, if a Member elects to contribute Earnings
subject to matching Company contributions and satisfies the
Earnings requirements established by the Committee for such
Plan Year, the Company will make matching contributions in
an amount as prescribed by the Committee, as described
below. The matching contributions may be either in the
form of cash or Common Stock, at the election of the
Member. Except as otherwise provided by the Committee, no
matching Company contributions will be made with respect to
a Plan Year if (i) a General Agency or Allocating Producer
terminates its Membership Agreement during such Plan Year,
(ii) a General Agency or Allocating Producer ceases to be a
General Agency or Allocating Producer during a Plan Year
(except on account of the death, disability or retirement
of the proprietor), or (iii) the Committee terminates the
General Agency's or Allocating Producer's participation
under the Plan. If a Member dies during a Plan Year,
Company contributions will vest immediately upon the
Member's death and such Member's Beneficiary will be
credited with the matching Company contributions (based on
the Member's share of contributed Earnings credited as of
the date of death). If a Member's status as a General
Agent or Producer terminates for any reason other than
death, retirement or disability, the Member will only be
credited with his or her proportionate share of vested
matching Company contributions (based on his or her share
of contributed Earnings credited as of the last completed
Qualified Year). The termination benefit of a Member whose
license for the sale of life insurance is terminated by the
insurance department of any state or territory for actions
prejudicial to the Company or its policyholders will be
based solely on the Member's-Member Account and the vested
portion of the Member's-Company Account. See "Termination
Benefits" below.
All accounts established under the Plan shall be
credited with interest at a rate to be determined by the
Committee which shall not be less than the rate to be
credited to policy dividends on deposit. Interest shall be
credited as of the end of each Plan Year. A Member shall
not be entitled to interest on contributions withdrawn
because the Member fails to satisfy the requirements of a
Qualified Year as described above.
Within 90 days after the end of each Plan Year, a
statement shall be prepared for each Member reflecting the
amount of contributions and interest credited to his or her
accounts during the Plan Year, and the total balance of his
or her accounts as of the end of said Plan Year.
Account Investment - Company Contributions of Stock
A Member Account and a Company Account will be
established on behalf of each Member as of the beginning of
each Plan Year for which a Membership Agreement is in
effect. Each General Agency or Allocating Producer will
furnish all information required by the Company to
establish such Accounts, including the percentage of
Earnings to be contributed to each Member and Member
Account.
Earnings will be credited to Member Accounts when
contributions are made. Member Accounts and Company
Accounts will be credited with interest as of the end of
the Plan Year. Interest will accrue from the date
contributions are made, at a rate established by the
Committee from time to time in its sole discretion, as
discussed above. Matching Company contributions shall be
credited to Company Accounts as of the end of the applica-
ble Plan Year. Company contributions which the Member has
elected to receive in the form of Common Stock will be
valued as if the amount of such Company contribution were
invested in shares of Common Stock as of the date the
matching Company contribution is credited. The number of
Shares will be equal to the amount of the Company
contribution divided by the average for the four calendar
quarters during the Plan Year of the mean of the high and
low sales prices per Share as reported on the New York
Stock Exchange Composite Tape on the last day of each
calendar quarter on which there occurred any such sales
during the Plan Year, and will be computed to the third
decimal place. When and to the extent determined by the
Committee, in its sole discretion, Company Accounts will
(i) participate in any cash dividends declared by American
General with respect to the Shares, and (ii) reflect any
stock splits, stock dividends, re-capitalizations,
reorganizations or other similar events affecting the
Shares. See "Determinations of the Committee" below.
Members who are not otherwise shareholders of American
General will not become shareholders of American General
pursuant to the Plan until such Members have received
distributions of Shares attributable to Company
contributions.
A Member may make a one time election, at any time, to
have his or her Company Account which is valued in cash
changed so that his or her entire Company Account is valued
instead in Common Stock.
Earnings contributed to the Plan will be
non-forfeitable. Members will be vested as to 20% of the
Company contributions upon the completion of six Qualified
Years. Thereafter, 20% of the amount in a Member's Company
Account, including interest, if any, will vest at the end
of each subsequent Qualified Year. Company contributions
will generally fully vest after the Member has contributed
to the Plan for 10 years if the Member has also met the
minimum Earnings requirement for at least 10 continuous
Plan Years. Company contributions may vest earlier in the
case of death, disability or retirement. See "Death
Benefits", "Retirement Benefits", and "Disability Benefits"
below.
A General Agency or an Allocating Producer will not
have any right to any amount credited to a Member Account
or Company Account nor will any amount thus credited be
subject to assignment, alienation, anticipation, debts,
levy or collection. If a Member causes his or her Member
Account to be subject to assignment, alienation, anticipa-
tion, debts, or to any judicial process for levy or
collection then unvested Company contributions will be
forfeited.
Retirement Benefits
A Member who reaches age 55 and has completed five
Qualified Years as a Member shall be entitled to retire
from the Plan, by giving written notice to the Committee.
A retired Member shall be entitled to receive a retirement
benefit which shall be based upon the total balance of his
or her Member Account and Company Account as of the last
day of the month immediately preceding the commencement of
benefit payments except that for purposes of determining
the foregoing retirement benefit, no Company contributions
shall be made on behalf of a Member for an incomplete Plan
Year in which his or her retirement occurs. Retirement
benefits shall, in the sole discretion of the Committee, be
paid in a lump sum, as periodic payments over a period not
to exceed 20 years, or a combination thereof. Distribu-
tions of Company Accounts valued in Common Stock will be
made in a single distribution of whole Shares and cash for
any fractional shares. Payments shall commence as of the
beginning of the calendar year immediately following the
Member's retirement, unless otherwise directed by the
Committee, in its discretion. A Member who has retired
from the Plan shall not again be eligible for membership in
the Plan.
Death Benefits
In the event a Member dies prior to retirement,
disability or other termination of membership, the Member's
beneficiary will be paid a death benefit based upon the
total balance of the deceased's Member Account and Company
Account. See "Determinations of the Committee" below.
For the purposes of determining the death benefit, the
Company will contribute, on behalf of the deceased Member,
an amount equal to his or her Member contributions credited
to his or her Member Account for the Plan Year in which the
Member's death occurs. That Plan Year will be deemed a
completed Qualified Year. Account balances will be
determined as of the last day of the month immediately
preceding the commencement of benefit payments.
In no event will the death benefit be less than the
retirement benefit that would have been provided had the
Member retired at the date of death. In the event a Member
dies after retirement, disability or other termination of
membership, the retirement, disability or any termination
benefits which would have been payable to the Member will
be paid to the Member's Beneficiary. If no beneficiary is
designated or survives, then benefits will be paid to the
Member's estate.
Death benefits shall, in the sole discretion of the
Committee, be paid in a lump sum, as periodic payments over
a period not to exceed 20 years or in any combination
thereof. Payments shall commence as of the beginning of
the calendar year immediately following the Member's death,
unless otherwise directed by the Committee, in its
discretion. Distributions of Company Accounts valued in
Common Stock will be made in a single distribution of whole
shares and cash for any fractional shares.
Disability Benefits
A Member who has participated in the Plan for at least
five Plan Years and in the judgment of the Committee,
becomes totally and permanently disabled prior to
retirement or other termination of membership under the
Plan is entitled to receive a disability benefit based upon
the total balance of his or her Member Account and Company
Account. For the purpose of determining the disability
benefit, the Company will contribute, on behalf of the
disabled Member, an amount equal to the member Account for
the Plan Year in which the disability occurs. That Plan
Year will be deemed a completed Qualified Year. Account
balances will be determined as of the last day of the month
immediately preceding the commencement of benefit payments.
The disability benefit, in the sole discretion of the
Committee, shall be paid in a lump sum, as periodic
payments over a period not to exceed 20 years, or in any
combination thereof. Distributions of Company Accounts
valued in Common Stock will be made in a single
distribution of whole shares and cash for any fractional
shares. Payments will commence as of the beginning of the
calendar year immediately following the Committee's
determination of the Member's disability, unless otherwise
directed by the Committee, in its discretion. A Member who
receives disability payments shall not again be eligible
for membership.
Termination Benefits
In the event a Member's status as a General Agent or
Producer is terminated prior to retirement, death or
disability, the former Member is entitled to receive a
termination benefit based upon the total balance of his or
her Member Account and the vested portion of his or her
Company Account. For the purpose of determining the
termination benefit no Company contribution will be made on
behalf of a Member for an incomplete Plan Year in which the
termination occurs. Account balances will be determined as
of the last day of the month immediately preceding the
commencement of benefit payments.
Termination benefits will, in the sole discretion of
the Committee, be paid in a lump sum, as periodic payments
over a period not to exceed 20 years, or in any combination
thereof. Distributions of Company Accounts valued in
Common Stock will be made in a single distribution of whole
shares and cash for any fractional shares. Payments will
commence as of the beginning of the calendar year
immediately following the Member's termination, unless
otherwise directed by the Committee, in its discretion. A
Member whose status (and membership) as a General Agent or
Producer is terminated may again qualify for membership in
the Plan if he or she is reappointed. The former Member
must qualify as a new Member and his or her prior
membership will not be considered when determining benefits
under the Plan. The termination benefit of a Member whose
license for the sale of life insurance is terminated by the
insurance department of any state or territory for actions
that are prejudicial to the interests of policyholders or
the Company, shall be based solely upon the balance of his
or her Member Account (without interest) and the vested
portion of his or her Company Account. The total unvested
balance in his or her Company Account shall be forfeited.
In the event an individual qualifies as a Member under the
Plan, both as a General Agent and as a Producer, his or her
membership shall not be considered terminated until his or
her status with the Company both as General Agent and
Producer is terminated.
Distributions
Distributions attributable to Company contributions
will be made only in the case of death, disability,
retirement, termination or withdrawal from the Plan.
Distributions attributable to Company contributions in the
form of Common Stock will be made in a single payment
consisting of whole Shares plus cash for any fractional
Shares.
Beneficiaries
A Member will be entitled to designate a Beneficiary
and change such designation in accordance with procedures
established by the Committee. If there is no designated
Beneficiary of record at the time of the Member's death, or
if the Beneficiary has predeceased the Member, all
distributions will be made to the Member's estate.
Administration
The Plan will be administered by a Committee which
will be comprised of at least 3 officers of the Company.
The Committee members will be appointed by the President of
the Company and will serve until their resignation or
removal by the President of the Company or the Board of
Directors of the Company. The Committee will make such
interpretations and adopt such rules and procedures as it
may deem necessary or appropriate for the general
administration of the Plan.
In the event a person shall qualify as a Member both
as a General Agent and as a Producer, all contributions
made on his or her behalf will be credited to a single
Member Account and a single Company Account established on
the Member's behalf. All Qualified Years as a Member,
whether qualified as a General Agent or Producer, shall be
considered in determining a Member's benefits under the
Plan except that no Qualified Year will be counted more
than once.
The Committee, in its sole discretion, may terminate
the membership of a Member, who has either failed to
complete two Qualified Years or who has elected to
discontinue his or her Member contributions for five
consecutive years. In such event, the Member's membership
shall terminate as of the beginning of the calendar year
immediately following the Committee's determination and the
termination of membership will be treated as if it were a
termination under the provisions of the Plan. The
membership of a Member who has not completed five years of
Plan membership will automatically terminate at such time
as the Member fails to complete a Qualified Year for two
consecutive Plan Years during his or her period of Plan
membership. No Member shall cause accumulations or
benefits under the Plan to be subjected to assignment,
alienation, anticipation, debts, or any other claims of
whatever nature, nor to any judicial process for levy or
collection. In such event, all funds and benefits
attributable to unvested Company contributions shall be
totally forfeited.
The Company reserves the right to amend, suspend or
terminate the Plan at any time. Members will be notified
of such amendments, suspensions or terminations. Any such
action by the Company shall not affect previously vested
benefits.
Notwithstanding any provisions of the Plan to the
contrary, for the purpose of determining eligibility for
membership, contributions, benefits or any other matters
relating to the Plan, the Committee reserves the right to
grant such credits as it may deem necessary or appropriate
at any time.
Any changes in the determinations made by the
Committee will be set forth in a Prospectus Supplement.
The Committee may adopt such interpretations, regulations
and procedures as it deems necessary or appropriate for the
administration of the Plan and its determination as to such
matters will be conclusive with respect to all Members,
potential Members, General Agencies and Allocating
Producers. With respect to the rate of interest for the
Member Accounts, the Earnings requirements, the percentages
of deferred Earnings and the amount of matching Company
contributions, all Committee determinations and adjustments
will be effective only prospectively.
The Committee may require a Member to furnish such
information as it deems necessary for the administration of
the Plan. It will provide an annual statement to each
Member which sets forth the balance in the Member's
accounts. The obligation of the Company to make payments
of benefits under the Plan is contractual only and all such
benefits shall be paid from the general assets of the
Company. No Member or Beneficiary of such Member will have
any right or security interest in any specific assets or
funds of the Company or of American General. The Plan is
governed by and to be construed solely in accordance with
the internal laws of the State of New York without regard
to principles of conflict of laws.
Determination of the Committee
The determinations described below are effective as of
January 1, 1992. Any changes in the determinations made by
the Committee will be set forth in a Prospectus Supplement.
"Earnings" means
(a) with respect to a General Agency, the first-year
and renewal commissions and service fees payable
to the General Agency in a current Plan Year, on
Eligible Business credited to the account of the
General Agency by the Company on and after the
January 1 when General Agent membership under the
Plan commences, less said commissions and fees as
are payable to Producers under sub-agent
contracts of the General Agency and the Company;
(b) with respect to a Producer or Allocating
Producer, the first-year and renewal commissions
and service fees payable to the Producer or
Allocating Producer in a current Plan Year, on
Eligible Business credited to the account of the
Producer or Allocating Producer on and after the
January 1 when Producer Membership under the Plan
commences, under a sub-agent contract with the
Company.
"Eligible Business" means
All ordinary life and annuity policies, except
Participating Life Paid Up at 85 (Series 100P and
130P); group policies and accident and health
policies are excluded. Group life (including MET
life) policies shall be included. Only said
policies shall be considered in determining
qualification, membership, contributions and
benefits under the Plan.
"Qualified Year" means
(a) for a General Agent a calendar year in which
there is payable to his or her General Agency not
less than $60,000 of commissions on first year
premiums paid during the year (including said
commissions as are payable to Producers), and in
which new policies on not less than twenty-five
lives are placed in force under a General Agency
contract;
(b) for a Producer, a calendar year in which there is
payable to the Producer or to his or her
Allocating Producer not less than $20,000 of
commissions on first year premiums paid during
the year, and in which new policies on not less
than five lives are placed in force under a
Producer's contract.
Solely Eligible Business shall be considered for
determining a Qualified Year.
Each participating General Agency or Producer may
contribute 3%, 4%, 5%, 6%, 7% or 8% of a Member's Earnings
to the Plan per Qualified Year. The Company will match
Member contributions as follows:
(a) for a General Agent, the Company will match 100%
of the Member's contributions, to a maximum of 5%
if the Member's General Agency earns between
$60,000 and $149,999 in commissions on first year
premiums paid during the calendar year, and to a
maximum of 8% if the General Agency earns
$150,000 or more in commissions on first year
premiums paid during the calendar year;
(b) for a Producer, the Company will match 100% of
the Member's contributions, to a maximum of 5% if
the Producer earns between $20,000 and $49,999 in
commissions on first year premiums paid during
the calendar year, and to a maximum of 8% if the
Producer earns $50,000 or more in commissions on
first year premiums paid during the calendar
year.
Earnings contributed by a General Agency which are credited
with interest pursuant to Section 5.02 of the Plan shall be
credited with simple interest at the rate of 5.75% per
annum, payable or attributable annually in arrears based on
a 360-day year of 12 30-day months. Any future changes to
interest rates will be set forth in a Prospectus
Supplement.
The value of Company Accounts which consist of American
General Common Stock shall include cash dividends paid on
shares of Common Stock; all cash dividends shall be valued
in terms of additional shares of Common Stock based on the
mean of the high and low sales price per share as reported
on the NYSE Composite Tape on the date the cash dividend is
paid (or on the last day on which a sale of a share
occurred prior to the dividend payment date) and shall be
computed to the third decimal place; Company Accounts shall
be credited with cash dividends as of the end of the Plan
Year and the value of Company Accounts shall be determined
as if the cash dividends were credited as of the date they
were paid.
The value of Company Accounts which are valued in Common
Stock shall be adjusted in such manner as the Committee
determines to be appropriate to accurately reflect any
stock splits, stock dividends, recapitalizations,
reorganizations, or other similar events affecting shares
of Common Stock.
Tax Consequences
Earnings contributed to the Plan by a Member pursuant
to the Plan are subject to federal income taxes in the year
earned, which is also the year the contribution is made.
In addition, amounts contributed to the Plan may be subject
to state and local income taxes, and to federal and other
employment taxes.
The foregoing discussion pertains solely to "cash
basis" taxpayers. In addition, inasmuch as the tax laws,
both federal and state, are complex and subject to change,
Members are advised to consult their own tax advisors with
respect to the tax consequences resulting from their
participation in the Plan.
The Plan is not a qualified plan under section 401 of
the Internal Revenue Code, as amended, and is not covered
by the Employee Retirement Income Security Act of 1974.
<PAGE>
PLAN OF DISTRIBUTION
Interests in The United States Life Insurance Company
Retirement Plan for General Agents and Producers are being
hereby offered through American General Securities
Incorporated, a subsidiary of American General which is a
registered broker-dealer in certain states, to eligible
General Agents and Producers of United States Life.
Eligibility requirements are determined by the Committee
which administers the Plan. See "Description of the Plan
Determinations of the Committee" herein. Distributions of
Common Stock under the Plan and Rights appertaining to such
Common Stock will be made directly by American General to
qualified General Agents or Producers without the
participation of underwriters or dealers. American General
will pay no underwriters' or dealers' commissions, fees or
other compensation or allow any discounts with respect to
distribution of Common Stock pursuant to the Plan or Rights
appertaining to such Common Stock.
VALIDITY OF SECURITIES
The validity of the interests in The United States
Life Insurance Company Retirement Plan for General Agents
and Producers and the Common Stock and Rights appertaining
thereto of American General being offered hereby has been
passed upon for American General by Susan A. Jacobs, Esq.,
Deputy General Counsel of American General Corporation,
2929 Allen Parkway, Houston, Texas 77019.
EXPERTS
The consolidated financial statements and schedules of
American General and its subsidiaries appearing in American
General's Current Report on Form 8-K dated October 10, 1997
have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included
therein and incorporated herein by reference. See
"Incorporation of Certain Documents by Reference." Such
financial statements and schedules are, and audited
financial statements and schedules to be included in
subsequently filed documents will be, incorporated herein
by reference in reliance upon the reports of Ernst & Young
LLP pertaining to such financial statements (to the extent
covered by consents filed with the Commission) given upon
the authority of such firm as experts in accounting and
auditing.
<PAGE>
No person is authorized to
give any information or make
any representations in con-
nection with the offer
described herein other than
those contained or incor-
porated by reference in this
Prospectus or in the Pro-
spectus Supplement. If given
or made such information or
representation must not be
relied upon as having been
authorized.
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . . . . . . . . .
Incorporation of Certain
Documents
by Reference. . . . . . . . . . . . . . . . . . . .
American General Corporation . . . . . . . . . . . . . .
Use of Proceeds. . . . . . . . . . . . . . . . . . . . .
Common Stock and Preferred
Share
Purchase Rights . . . . . . . . . . . . . . . . . .
Description of the Plan. . . . . . . . . . . . . . . . . .
Plan of Distribution . . . . . . . . . . . . . . . . . . .
Validity of Securities . . . . . . . . . . . . . . . . . .
Experts. . . . . . . . . . . . . . . . . . . . . . . . . .
____________________
This Prospectus does not
constitute an offer to sell or
a solicitation of an offer to
buy any securities other than
the registered securities to
which it relates or an offer
to sell or a solicitation of
an offer to buy such securities
in any circumstance in which such an offer
or solicitation is or would be unlawful.
Neither the delivery of this Prospectus to-
gether with any Prospectus Supplement nor
any sale made hereunder shall, under any
circumstances, create any implication that
there has been no change in the affairs of
American General since the date hereof or
that the information herein is correct as of
any time subsequent to its date.
AMERICAN GENERAL CORPORATION
Interests in The
United States Life Insurance
Company Retirement Plan for
General Agents and Producers
Common Stock
(par value $0.50 per share)
Preferred Share Purchase
Rights
PROSPECTUS
, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
Securities and Exchange Commission registration fee . . . .
. . . . . . . . . . . . . . . . . $ 1,090.00
Accounting fees and expenses . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . 3,000.00
Legal fees and expenses (including Blue Sky fees and
expenses). . . . . . . . . . . . . . . 2,500.00
Other . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . -0-
Total . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . $6,590.00
_______________
* All amounts other than the registration fee are
estimated.
Item 15. 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) herein.
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 16. Exhibits.
*4.1 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 Statement of Resolution Establishing Series of Shares
of Series A Cumulative Convertible Preferred Stock of
the Registrant (incorporated by reference to Exhibit
4(b) to Registration Statement No. 333-00513 filed by
the Registrant).
*4.4 Form of Statement of Resolutions Establishing Series
of Shares of 7% Convertible Preferred Stock of the
Registrant (incorporated by reference to Exhibit 4(d)
to Registration Statement No. 333-00513 filed by the
Registrant).
*4.5 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).
*4.6 Junior Subordinated Indenture, dated as of May 15,
1995, between the Registrant and Chemical Bank, as
Trustee, relating to the Registrant's 6% Series A
Convertible Junior Subordinated Debentures
(incorporated by Reference to Exhibit 4(g) to
Registration Statement No. 333-00513 filed by the
Registrant).
*4.7 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).
*4.8 Terms of the 6% Convertible Monthly Income Preferred
Securities, Series A, of American General Delaware,
L.L.C. (incorporated by reference to Exhibit 4(i) to
Registration Statement No. 333-00513 filed by the
Registrant).
*4.9 Guarantee of the Registrant with respect to the 6%
Convertible Monthly Income Preferred Securities,
Series A, of American General Delaware, L.L.C.
(incorporated by reference to Exhibit 4(j) to
Registration Statement No. 333-00513 filed by the
Registrant).
*4.10 Resolutions Establishing the Registrant's 6%
Series A Convertible Junior Subordinated
Debentures (incorporated by reference to Exhibit
4(k) to Registration Statement No. 333-00513
filed by the Registrant).
*4.11 The United States Life Insurance Company Re-
tirement Plan for General Agents and Producers
(incorporated by reference to Exhibit 4(c) to
USLIFE Corporation's Registration Statement on
Form S-3 (File No. 33-45377) filed on January 29,
1992).
5 Opinion of Susan A. Jacobs, Esq.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Susan A. Jacobs, Esq. (included in
Exhibit 5 to this Registration Statement).
24 Powers of Attorney.
_____________
* Previously filed. Not duplicated with this filing.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales of
the registrant's securities 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;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the dollar value of securities offered would not exceed
that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective 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) not apply if the information
required to be included in a post-effective amendment in
those above 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.
The undersigned registrant hereby undertakes 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 Section 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.
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 bylaws and other provisions
summarized in Item 15 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 Securities Act of 1933 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 controller 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 of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES
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-3 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 the 14th day of October, 1997.
AMERICAN GENERAL CORPORATION
By /s/mark s. berg
Mark S. Berg
Senior Vice
President and
General Counsel
Pursuant to the requirements of the Securities Act of
1933, as amended this Registration Statement has been
signed by the following persons in the capacities and on
the dates indicated.
Signature
Title
Date
Robert M. Devlin*
Robert M. Devlin
Chairman, Chief
Executive Officer and
Director (Principal
Executive Officer)
October 14, 1997
/s/ ellen h. masterson
Ellen H. Masterson
Senior Vice-President
and Chief Financial
Officer
(Principal Financial
Officer)
October 14, 1997
/s/ Pamela J. Penny
Pamela J. Penny
Vice President and
Controller
(Controller)
October 14, 1997
J. Evans Attwell*
J. Evans Attwell
Director
October 14, 1997
Brady F. Carruth*
Brady F. Carruth
Director
October 14, 1997
james s. d'agostino, jr.*
James S. D'Agostino, Jr.
Director
October 14, 1997
W. Lipscomb Davis, Jr.*
W. Lipscomb Davis, Jr.
Director
October 14, 1997
Larry D. Horner*
Larry D. Horner
Director
October 14, 1997
michael e. murphy*
Michael E. Murphy
Director
October 14, 1997
Richard J. V. Johnson*
Richard J. V. Johnson
Director
October 14, 1997
Jon P. Newton*
Jon P. Newton
Director
October 14, 1997
Robert E. Smittcamp*
Robert E. Smittcamp
Director
October 14, 1997
Anne M. Tatlock*
Anne M. Tatlock
Director
October 14, 1997
*By: /s/ mark s. berg
Mark S. Berg
(Attorney-in-fact)
October 14, 1997
<PAGE>
INDEX OF EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
*4.1
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
Statement of Resolution Establishing Series
of Shares of Series A Cumulative
Convertible Preferred Stock of the
Registrant (incorporated by reference to
Exhibit 4(b) to Registration Statement No.
333-00513 filed by the Registrant).
*4.4
Form of Statement of Resolutions
Establishing Series of Shares of 7%
Convertible Preferred Stock of the
Registrant (incorporated by reference to
Exhibit 4(d) to Registration Statement No.
333-00513 filed by the Registrant).
*4.5
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).
*4.6
Junior Subordinated Indenture, dated as of
May 15, 1995, between the Registrant and
Chemical Bank, as Trustee, relating to the
Registrant's 6% Series A Convertible Junior
Subordinated Debentures (incorporated by
Reference to Exhibit 4(g) to Registration
Statement No. 333-00513 filed by the
Registrant).
*4.7
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).
*4.8
Terms of the 6% Convertible Monthly Income
Preferred Securities, Series A, of American
General Delaware, L.L.C. (incorporated by
reference to Exhibit 4(i) to Registration
Statement No. 333-00513 filed by the
Registrant).
*4.9
Guarantee of the Registrant with respect to
the 6% Convertible Monthly Income Preferred
Securities, Series A, of American General
Delaware, L.L.C. (incorporated by reference
to Exhibit 4(j) to Registration Statement
No. 333-00513 filed by the Registrant).
*4.10
Resolutions Establishing the Registrant's
6% Series A Convertible Junior Subordinated
Debentures (incorporated by reference to
Exhibit 4(k) to Registration Statement No.
333-00513 filed by the Registrant).
*4.11
The United States Life Insurance Company
Retirement Plan for General Agents and
Producers (incorporated by reference to
Exhibit 4(c) to USLIFE Corporation's
Registration Statement on Form S-3 (File
No. 33-45377) filed on January 29, 1992).
5
Opinion of Susan A. Jacobs, Esq.
23(a)
Consent of Ernst & Young LLP.
23(b)
Consent of Susan A. Jacobs, Esq. (included
in Exhibit 5 to this Registration State-
ment).
24
Power of Attorney.
_____________
* Previously filed. Not duplicated with this filing.
P:\WP\PPC\USL\USLAMS3.B
EXHIBIT 5
October 14, 1997
American General Corporation
2929 Allen Parkway
Houston, Texas 77019
Ladies and Gentlemen:
I have acted as counsel to American General Corporation, a
Texas corporation ("American General") in connection with the
proposed issuance and sale by American General, of up to
66,000 shares of its $.50 par value Common Stock (the "Common
Stock") pursuant to The United States Life Insurance Company
Retirement Plan for General Agents and Producers
(the "Plan") under American General's Registration Statement
on Form S-3 (the "Registration Statement") which is being
filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act").
In this connection, I have examined such documents,
certificates, records, authorizations and proceedings as I
have deemed necessary in order to give the opinions expressed
herein.
Based upon such examination, I advise you that, in my
opinion, when (i) the Registration Statement has become
effective under the Act, and American General has complied in
all material respects with applicable state securities or
blue sky laws; and (ii) the shares of Common Stock have been
issued pursuant to the Plan as described in the prospectus of
the Plan, for a consideration of not less than the aggregate
par value thereof, the Common Stock so issued will be validly
issued, fully paid and nonassessable.
This opinion is furnished to you in connection with the
proposed issuance and sale by American General of its Common
Stock pursuant to the Plan and may not be relied upon for any
other purpose or by any other person or furnished to anyone
else without the prior written consent of the undersigned.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to
me under the caption "Interests of Named Experts and Counsel"
in Item 5 of the Registration Statement. By giving such
consent, I do not admit that I am in the category of persons
whose consent is required under Section 7 of the Act, or the
rules and regulations of the Securities and Exchange
Commission issued thereunder.
Very truly yours,
/s/ SUSAN A. JACOBS
Susan A. Jacobs
Deputy General Counsel
P:\WP\PPC\USL\OPINION.SAJ
EXHIBIT 23(a)
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the
caption "Experts" in the Registration Statement on Form S-3
for the registration of American General Corporation (AGC)
Common Stock pertaining to The United States Life Insurance
Company Retirement Plan for General Agents and Producers
and to the incorporation by reference therein of our report
dated February 14, 1997 (except Note 2.5, as to which the
date is June 17, 1997), with respect to the consolidated
financial statements and schedules of AGC included in its
Current Report on Form 8-K dated October 10, 1997, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Houston, Texas
October 10, 1997
P:\WP\PPC\USL\E&Y.RET
EXHIBIT 24
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3,
in connection with the registration of shares of Company
common stock to be used in connection with The United
States Life Insurance Company Retirement Plan for General
Agents and Producers, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her
capacity as a director or officer or both, as the case may
be, of the Company, does hereby appoint JON P. NEWTON and
MARK S. BERG, and each of them, severally, his/her true and
lawful attorney or attorneys-in-fact with or without the
other and with full power of substitution and
resubstitution, to execute in his/her name, place, and
stead, in his/her capacity as a director or officer or
both, as the case may be, of the Company, the Form S-3 and
any and all amendments thereto as said attorneys-in-fact or
either of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the
same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever necessary
or desirable in connection with the Form S-3, as fully and
for all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of
them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ J. EVANS ATTWELL
J. Evans Attwell
<PAGE>
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3,
in connection with the registration of shares of Company
common stock to be used in connection with The United
States Life Insurance Company Retirement Plan for General
Agents and Producers, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her
capacity as a director or officer or both, as the case may
be, of the Company, does hereby appoint JON P. NEWTON and
MARK S. BERG, and each of them, severally, his/her true and
lawful attorney or attorneys-in-fact with or without the
other and with full power of substitution and
resubstitution, to execute in his/her name, place, and
stead, in his/her capacity as a director or officer or
both, as the case may be, of the Company, the Form S-3 and
any and all amendments thereto as said attorneys-in-fact or
either of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the
same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever necessary
or desirable in connection with the Form S-3, as fully and
for all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of
them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ BRADY F. CARRUTH
Brady F. Carruth
<PAGE>
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3,
in connection with the registration of shares of Company
common stock to be used in connection with The United
States Life Insurance Company Retirement Plan for General
Agents and Producers, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her
capacity as a director or officer or both, as the case may
be, of the Company, does hereby appoint JON P. NEWTON and
MARK S. BERG, and each of them, severally, his/her true and
lawful attorney or attorneys-in-fact with or without the
other and with full power of substitution and
resubstitution, to execute in his/her name, place, and
stead, in his/her capacity as a director or officer or
both, as the case may be, of the Company, the Form S-3 and
any and all amendments thereto as said attorneys-in-fact or
either of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the
same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever necessary
or desirable in connection with the Form S-3, as fully and
for all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of
them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ JAMES S. D'AGOSTINO,
JR.
James S. D'Agostino, Jr.
<PAGE>
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3,
in connection with the registration of shares of Company
common stock to be used in connection with The United
States Life Insurance Company Retirement Plan for General
Agents and Producers, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her
capacity as a director or officer or both, as the case may
be, of the Company, does hereby appoint JON P. NEWTON and
MARK S. BERG, and each of them, severally, his/her true and
lawful attorney or attorneys-in-fact with or without the
other and with full power of substitution and
resubstitution, to execute in his/her name, place, and
stead, in his/her capacity as a director or officer or
both, as the case may be, of the Company, the Form S-3 and
any and all amendments thereto as said attorneys-in-fact or
either of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the
same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever necessary
or desirable in connection with the Form S-3, as fully and
for all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of
them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ W. LIPSCOMB DAVIS,
JR.
W. Lipscomb Davis, Jr.
<PAGE>
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3,
in connection with the registration of shares of Company
common stock to be used in connection with The United
States Life Insurance Company Retirement Plan for General
Agents and Producers, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her
capacity as a director or officer or both, as the case may
be, of the Company, does hereby appoint JON P. NEWTON and
MARK S. BERG, and each of them, severally, his/her true and
lawful attorney or attorneys-in-fact with or without the
other and with full power of substitution and
resubstitution, to execute in his/her name, place, and
stead, in his/her capacity as a director or officer or
both, as the case may be, of the Company, the Form S-3 and
any and all amendments thereto as said attorneys-in-fact or
either of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the
same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever necessary
or desirable in connection with the Form S-3, as fully and
for all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of
them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ ROBERT M. DEVLIN
Robert M. Devlin
<PAGE>
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3,
in connection with the registration of shares of Company
common stock to be used in connection with The United
States Life Insurance Company Retirement Plan for General
Agents and Producers, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her
capacity as a director or officer or both, as the case may
be, of the Company, does hereby appoint JON P. NEWTON and
MARK S. BERG, and each of them, severally, his/her true and
lawful attorney or attorneys-in-fact with or without the
other and with full power of substitution and
resubstitution, to execute in his/her name, place, and
stead, in his/her capacity as a director or officer or
both, as the case may be, of the Company, the Form S-3 and
any and all amendments thereto as said attorneys-in-fact or
either of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the
same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever necessary
or desirable in connection with the Form S-3, as fully and
for all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of
them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ LARRY D. HORNER
Larry D. Horner
<PAGE>
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3,
in connection with the registration of shares of Company
common stock to be used in connection with The United
States Life Insurance Company Retirement Plan for General
Agents and Producers, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her
capacity as a director or officer or both, as the case may
be, of the Company, does hereby appoint JON P. NEWTON and
MARK S. BERG, and each of them, severally, his/her true and
lawful attorney or attorneys-in-fact with or without the
other and with full power of substitution and
resubstitution, to execute in his/her name, place, and
stead, in his/her capacity as a director or officer or
both, as the case may be, of the Company, the Form S-3 and
any and all amendments thereto as said attorneys-in-fact or
either of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the
same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever necessary
or desirable in connection with the Form S-3, as fully and
for all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of
them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ RICHARD J. V.
JOHNSON
Richard J. V. Johnson
<PAGE>
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3,
in connection with the registration of shares of Company
common stock to be used in connection with The United
States Life Insurance Company Retirement Plan for General
Agents and Producers, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her
capacity as a director or officer or both, as the case may
be, of the Company, does hereby appoint JON P. NEWTON and
MARK S. BERG, and each of them, severally, his/her true and
lawful attorney or attorneys-in-fact with or without the
other and with full power of substitution and
resubstitution, to execute in his/her name, place, and
stead, in his/her capacity as a director or officer or
both, as the case may be, of the Company, the Form S-3 and
any and all amendments thereto as said attorneys-in-fact or
either of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the
same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever necessary
or desirable in connection with the Form S-3, as fully and
for all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of
them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ MICHAEL E. MURPHY
Michael E. Murphy
<PAGE>
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3,
in connection with the registration of shares of Company
common stock to be used in connection with The United
States Life Insurance Company Retirement Plan for General
Agents and Producers, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her
capacity as a director or officer or both, as the case may
be, of the Company, does hereby appoint JON P. NEWTON and
MARK S. BERG, and each of them, severally, his/her true and
lawful attorney or attorneys-in-fact with or without the
other and with full power of substitution and
resubstitution, to execute in his/her name, place, and
stead, in his/her capacity as a director or officer or
both, as the case may be, of the Company, the Form S-3 and
any and all amendments thereto as said attorneys-in-fact or
either of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the
same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever necessary
or desirable in connection with the Form S-3, as fully and
for all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of
them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ JON P. NEWTON
Jon P. Newton
<PAGE>
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3,
in connection with the registration of shares of Company
common stock to be used in connection with The United
States Life Insurance Company Retirement Plan for General
Agents and Producers, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her
capacity as a director or officer or both, as the case may
be, of the Company, does hereby appoint JON P. NEWTON and
MARK S. BERG, and each of them, severally, his/her true and
lawful attorney or attorneys-in-fact with or without the
other and with full power of substitution and
resubstitution, to execute in his/her name, place, and
stead, in his/her capacity as a director or officer or
both, as the case may be, of the Company, the Form S-3 and
any and all amendments thereto as said attorneys-in-fact or
either of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the
same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever necessary
or desirable in connection with the Form S-3, as fully and
for all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of
them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ ROBERT E. SMITTCAMP
Robert E. Smittcamp
<PAGE>
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3,
in connection with the registration of shares of Company
common stock to be used in connection with The United
States Life Insurance Company Retirement Plan for General
Agents and Producers, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may
be necessary or appropriate, together with any and all
exhibits and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her
capacity as a director or officer or both, as the case may
be, of the Company, does hereby appoint JON P. NEWTON and
MARK S. BERG, and each of them, severally, his/her true and
lawful attorney or attorneys-in-fact with or without the
other and with full power of substitution and
resubstitution, to execute in his/her name, place, and
stead, in his/her capacity as a director or officer or
both, as the case may be, of the Company, the Form S-3 and
any and all amendments thereto as said attorneys-in-fact or
either of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the
same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever necessary
or desirable in connection with the Form S-3, as fully and
for all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of
them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ ANNE M. TATLOCK
Anne M. Tatlock
