<PAGE>
As filed with the Securities and Exchange Commission on May 7, 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)
--------------------
AMERICAN GENERAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
MARK S. BERG, ESQ.
EXECUTIVE 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
<TABLE>
<CAPTION>
========================================================================================
Proposed Proposed
Title of Amount Maximum Maximum
Securities to be Offering Aggregate Amount of
to be Registered Price Per Offering Registration
Registered Share (1) Price Fee
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.50 5,000,000 shares $66.8125 $334,062,500 $104,395
========================================================================================
</TABLE>
(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 May 1, 1998, as published in The Wall Street Journal New
York Stock Exchange Composite Transactions Listing.
================================================================================
<PAGE>
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 employees of the Registrant who are eligible to participate in
the American General Corporation Employee Stock Purchase Plan (the "Plan") as
specified by Rule 428(b)(1) under the Securities Act of 1933, as amended
("Securities Act").
1
<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 Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
2. The Registrant's Proxy Statement relating to the Registrant's 1998 annual
meeting of shareholders.
3. The Registrant's Current Reports on Form 8-K dated January 26, January 27,
February 18 and February 25, 1998.
4. 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.
5. 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.
6. 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 that 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 Senior Vice President, Deputy General Counsel and
Corporate Secretary of the Registrant. Presently, Ms. Jacobs does not
beneficially own, nor does she have any options to purchase, shares of Common
Stock that are issuable pursuant to the Plan; however, she may be a future
participant in the Plan.
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 4.3.
2
<PAGE>
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 Articles of Amendment to the Restated Articles of Incorporation of the
Registrant.
4.3 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).
4.4 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).
4.5 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).
4.6 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).
4.7 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).
4.8 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).
4.9 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).
3
<PAGE>
Exhibit
Number Description
- ------- -----------
4.10 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).
4.11 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).
- ----------------
* Filed Herewith
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(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.
4
<PAGE>
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.
5
<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, Mark S. Berg and Ellen
H. Masterson 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 May 6, 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ROBERT M. DEVLIN Chairman, Chief Executive Officer May 6, 1998
- -------------------- and Director (Principal Executive Officer)
(Robert M. Devlin)
/s/ ELLEN H. MASTERSON Senior Vice President and Chief Financial Officer May 6, 1998
- ---------------------- (Principal Financial Officer)
(Ellen H. Masterson)
/s/ PAMELA J. PENNY Vice President and Controller May 6, 1998
- ------------------- (Principal Accounting Officer)
(Pamela J. Penny)
/s/ J. EVANS ATTWELL Director May 6, 1998
- --------------------
(J. Evans Attwell)
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ BRADY F. CARRUTH Director May 6, 1998
- --------------------
(Brady F. Carruth)
/s/ JAMES S. D'AGOSTINO, JR. Director May 6, 1998
- ----------------------------
(James S. D'Agostino, Jr.)
/s/ W. LIPSCOMB DAVIS, JR. Director May 6, 1998
- --------------------------
(W. Lipscomb Davis, Jr.)
/s/ LARRY D. HORNER Director May 6, 1998
- ----------------------------
(Larry D. Horner)
/s/ RICHARD J. V. JOHNSON Director May 6, 1998
- -------------------------
(Richard J.V. Johnson)
/s/ MICHAEL E. MURPHY Director May 6, 1998
- ----------------------
(Michael E. Murphy)
/s/ JON P. NEWTON Director May 6, 1998
- -----------------
(Jon P. Newton)
/s/ ROBERT E. SMITTCAMP Director May 6, 1998
- -----------------------
(Robert E. Smittcamp)
/s/ ANNE M. TATLOCK Director May 6, 1998
- -------------------
(Anne M. Tatlock)
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Director May , 1998
- -------------------
(Michael J. Poulos)
</TABLE>
8
<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 Articles of Amendment to the Restated Articles of Incorporation of the
Registrant.
4.3 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).
4.4 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).
4.5 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).
4.6 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).
4.7 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).
4.8 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).
4.9 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).
4.10 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).
4.11 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).
- -----------
* Filed Herewith
9
<PAGE>
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
AMERICAN GENERAL CORPORATION
Pursuant to the provisions of Article 4.04 of the Texas Business Corporation
Act, the undersigned corporation adopts the following Articles of Amendment to
its Restated Articles of Incorporation:
ARTICLE ONE. The name of the corporation is American General Corporation.
ARTICLE TWO. The following amendment (the "Amendment") to the Restated
Articles of Incorporation was approved by the shareholders of the corporation on
April 30, 1998:
The first paragraph of ARTICLE FOUR is amended to read in its entirety as
follows:
ARTICLE FOUR
The aggregate number of shares of stock which the corporation shall have
the authority to issue is eight hundred sixty million (860,000,000) shares,
consisting of sixty million (60,000,000) shares of Preferred Stock of the
par value of One Dollar Fifty Cents ($1.50) per share (hereinafter referred
to as the "Preferred Stock"), and eight hundred million (800,000,000)
shares of Common Stock of the par value of Fifty Cents ($0.50) per share
(hereinafter referred to as the "Common Stock").
ARTICLE THREE. As of the record date for the meeting at which the
shareholders were entitled to vote on the Amendment, a total of 253,740,059
shares of Common Stock (one vote for each share) and 2,317,701 shares of
Preferred Stock (four-fifths of one vote for each share) were outstanding and
entitled to vote on the Amendment. The affirmative vote of at least two-thirds
of the outstanding shares of Common Stock and Preferred Stock voting together as
a class, and the affirmative vote of at least two-thirds of the outstanding
shares of Common Stock voting separately as a class, was required for approval
of the Amendment.
The number of shares of each class voted for and against the
Amendment, respectively was:
Number of Shares Voted
----------------------
Class For Against
----- --- -------
Common 205,510,478 20,960,903
Preferred 1,405,498 1,086
Dated this 30th day of April, 1998.
AMERICAN GENERAL CORPORATION
By: /S/ SUSAN A. JACOBS
--------------------------------------
Susan A. Jacobs
Senior Vice President and Corporate
Secretary
<PAGE>
EXHIBIT 5
[LETTERHEAD OF AMERICAN GENERAL CORPORATION APPEARS HERE]
May 6, 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 American General Corporation Employee
Stock Purchase 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
[LOGO OF AMERICAN GENERAL APPEARS HERE]
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in American General Corporation's
("AGC") Registration Statement on Form S-8 pertaining to the American General
Corporation Employee Stock Purchase Plan of our report dated February 26, 1998,
with respect to the consolidated financial statements of AGC included in its
Annual Report on Form 10-K for the year ended December 31, 1997, and our report
dated March 26, 1998, with respect to the related financial statement schedules
of AGC included therein, all filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Houston, Texas
May 5, 1998
