As filed with the Securities and Exchange Commission
on February 25, 1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN GENERAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Texas 74-0483432
(State of Incorporation) I.R.S.Employer Identification
No.)
2929 Allen Parkway, Houston, Texas 77019
(Address of Principal Executive
Offices) (Zip Code)
WESTERN NATIONAL CORPORATION
1993 STOCK AND INCENTIVE PLAN
(Full Title of the Plan)
Mark S. Berg, Esq.
Senior Vice President and General Counsel
2929 Allen Parkway, Houston, Texas 77019
(713) 522-1111
(Name, Address, and Telephone Number (including Area Code)
of Agent for Service)
Calculation of Registration Fee
Title of Securities
to be Registered
Common Stock, par value $.50
Amount to be Registered
1,400,000 shares
Proposed Maximum
Offering Price Per
Share (1)
$58.47
Proposed Maximum
Aggregate Offering
Price
$81,858,000
Amount of
Registration Fee
$24,805
(1) Estimated pursuant to Rule 457 solely for the purpose
of calculating the registration fee, based upon the
average of the high and low prices of the Common Stock
for February 19, 1998, as published in The Wall Street
Journal New York Stock Exchange Composite Transactions
Listing.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in
this Part I will be sent or given to certain employees of
the Registrant who have been granted options pursuant to
the Western National Corporation 1993 Stock and Incentive
Plan as specified by Rule 428(b)(1) under the Securities
Act of 1933, as amended ("Securities Act").
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
This registration statement incorporates herein by
reference the following documents which have been filed (File
No. 1-7981) with the Securities and Exchange Commission (the
"Commission") by American General Corporation (the
"Registrant") pursuant to the Securities Exchange Act of
1934, as amended ("Exchange Act"):
1. The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1997.
2. The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1997
3. The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1997.
4. The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.
5. The Registrant's Proxy Statement relating to the
Registrant's 1997 annual meeting of shareholders.
6. The Registrant's Current Reports on Form 8-K dated
February 12, February 21, August 15, September 11 and
October 10, 1997 and January 26, January 27, February
18 and February 25, 1998.
7. The description of the Registrant's 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.
8. The description of the Registrant's 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.
9. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, and prior
to the termination of the offering of the securities
offered hereby.
Any statement incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of the Registrant's common
stock, par value $.50 per share ("Common Stock"), issuable
pursuant to the Plan has been passed upon by Susan A. Jacobs,
who is Deputy General Counsel of the Registrant.
Item 6. 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 Registrant's Bylaws sets forth certain
rights of the Registrant's officers and directors to
indemnification. The Registrant's Bylaws, as in effect on
the date hereof, are incorporated by reference herein as
Exhibit 4.2.
The Registrant's 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
Registrant's Restated Articles of Incorporation filed as
Exhibit 4.1 hereto.
The Registrant has placed in effect insurance coverage
which purports (a) to insure it against certain costs of
indemnification which may be incurred by it pursuant to the
aforementioned bylaw provisions or otherwise, and (b) to
insure the officers and directors of the Registrant and of
specified subsidiaries against certain liabilities incurred
by them in the discharge of their functions as officers and
directors except for liabilities arising from their own
malfeasance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following documents are filed as a part of this
registration statement or incorporated by reference herein:
Exhibit
Number Description
4.1 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 to
Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997).
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 the Registrant's
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).
Exhibit
Number Description
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).
5 Opinion of Susan A. Jacobs, Deputy General Counsel
of the Registrant.
23.1 Consent of Susan A. Jacobs, Deputy General Counsel
of American General (contained in opinion in
Exhibit 5).
23.2 Consent of Ernst & Young L.L.P., Independent
Auditors.
24 Powers of Attorney (included on the signature page
of this registration statement).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to section 13
or section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant
to section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers,
and controlling persons of the Registrant pursuant to the
bylaws and other provisions summarized in Item 6 above, or
otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer, or controlling person of the Registrant
in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below in the
capacity of an officer or director of the Registrant hereby
appoints Jon P. Newton and Mark S. Berg and each of them,
each one of whom may act without the joinder of the other,
as his/her attorney-in-fact, with full power of
substitution and resubstitution, to sign on his/her behalf
and in the capacity stated below and to file all
post-effective amendments to this Registration Statement,
which amendment or amendments may make such changes and
additions in this Registration Statement as such
attorney-in-fact may deem necessary or appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas, as of February 25, 1998.
AMERICAN GENERAL CORPORATION
By: /s/ ELLEN H. MASTERSON
Name: Ellen H. Masterson
Title: Senior Vice
President and Chief
Financial Officer
Pursuant to the requirement of the Securities Act of
1933, as amended, this registration statement has been
signed by the following persons in the capacities and on
the date indicated.
Signature Title Date
/s/ ROBERT M. DEVLIN Chairman, February 25, 1998
(Robert M. Devlin) Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ ELLEN H. MASTERSON Senior Vice February 25, 1998
(Ellen H. Masterson) President and
Chief Financial
Officer
(Principal Financial
Officer)
/s/ PAMELA J. PENNY Vice President February 25, 1998
(Pamela J. Penny) and Controller
(Principal Accounting
Officer)
/s/J. EVANS ATTWELL Director February 25, 1998
(J. Evans Attwell)
/s/ BRADY F. CARRUTH Director February 25, 1998
(Brady F. Carruth)
/s/ JAMES S.D'AGOSTINO, JR. Director February 25, 1998
(James S. D'Agostino, Jr.)
Signature Title Date
/s/W.LIPSCOMB DAVIS, JR. Director February 25,1998
(W. Lipscomb Davis, Jr.)
/s/ LARRY D. HORNER Director February 25, 1998
(Larry D. Horner)
/s/ RICHARD J. V. JOHNSON Director February 25, 1998
(Richard J.V. Johnson)
/s/ MICHAEL E. MURPHY Director February 25, 1998
(Michael E. Murphy)
/s/ JON P. NEWTON Director February 25, 1998
(Jon P. Newton)
/s/ ROBERT E. SMITTCAMP Director February 25, 1998
(Robert E. Smittcamp)
/s/ ANNE M. TATLOCK Director February 25, 1998
(Anne M. Tatlock)
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
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 to
Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997).
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 the Registrant's 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).
5 Opinion of Susan A. Jacobs, Deputy General Counsel of
the Registrant.
23.1 Consent of Susan A. Jacobs, Deputy General Counsel of
American General (contained in opinion in Exhibit 5).
23.2 Consent of Ernst & Young L.L.P., Independent Auditors.
24 Powers of Attorney (included on the signature page of
this registration statement).
EXHIBIT 5
February 25, 1998
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 shares
of its common stock, par value $.50 per share (the "Common
Stock"), pursuant to the Western National Corporation 1993
Stock and Incentive Plan (the "Plan") under American
General's Registration Statement on Form S-8 (the
"Registration Statement") that 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
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
American General Corporation's ("AGC") Registration
Statement on Form S-8 pertaining to the
Western National Corporation 1993 Stock and Incentive Plan
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
February 25, 1998
