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- --------------------------------
OMB APPROVAL
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OMB NUMBER: 3235-0145
EXPIRES: AUGUST 31, 1991
ESTIMATED AVERAGE BURDEN HOURS
PER RESPONSE 14.90
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13 G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 17)*
AMERICAN GENERAL CORP.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
Common Stock, $0.50 par value
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
02635110-6
------------------------
(CUSIP NUMBER)
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 7.
SEC 1745 (10-88)
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CUSIP NO. 02635110-6 13G PAGE 2 OF 7 PAGES
- ----------------------- ------------------------------
- -------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FAYEZ SAROFIM & CO.
74-1312679
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (A)
(B) [X]
- -------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4 Texas
- -------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
-------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES 10,080,882
BENEFICIALLY -------------------------------
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING -------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH 11,675,169
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,675,169
- -------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
4.8%
- -------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IA
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
- ----------------------- ------------------------------
CUSIP NO. 02635110-6 13G PAGE 3 OF 7 PAGES
- ----------------------- ------------------------------
- -------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FAYEZ SAROFIM
###-##-####
- -------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (A)
(B) [X]
- -------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4 U.S.A.
- -------------------------------------------------------------------------------
SOLE VOTING POWER
5
0
----------------------------------------------
NUMBER OF SHARED VOTING POWER
6
SHARES 10,149,250
BENEFICIALLY ----------------------------------------------
OWNED BY SOLE DISPOSITIVE POWER
7
EACH 0
REPORTING ----------------------------------------------
PERSON SHARED DISPOSITIVE POWER
8
WITH 11,743,537
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
11,743,537
- -------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
4.8%
- -------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
Amendment No. 17 to Schedule 13(G)
Under the Securities Exchange Act of 1934
Item 1(a) Name of Issuer:
American General Corp.
Item 1(b) Address of Issuer's Principal Executive Office:
2727 Allen Parkway
Houston, Texas 77019
Item 2(a) Name of Person Filing:
Fayez Sarofim & Co. and
Fayez Sarofim
Item 2(b) Address of Principal Business Office, or if none, Residence:
2907 Two Houston Center
Houston, Texas 77010
Item 2(c) Citizenship:
U. S. A. (Fayez Sarofim & Co. is a corporation incorporated in
Texas)
Item 2(d) Title of Class of Securities:
Common Stock, $0.50 par value
Item 2(e) CUSIP Number:
02635110-6
Item 3 Filing required pursuant to the Rules 13d-1(b), or 13d-2(b),:
Fayez Sarofim & Co. is an Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940. Fayez Sarofim is Chairman of the Board and
President, a director and owner of a majority of the outstanding capital stock
of Fayez Sarofim & Co. and may be considered a parent holding company of Fayez
Sarofim & Co. within the meaning of Rule 13d-1(b)(1)(ii)(G).
Item 4 Ownership as of December 31, 1997:
(a) Amount Beneficially Owned:
(i) 8,821,391 shares are held in investment advisory accounts managed
by Fayez Sarofim & Co. for numerous clients. Pursuant to its
investment advisory contract with its clients, Fayez Sarofim &
Co. has full investment discretion with respect to such
investment advisory accounts. However, Fayez Sarofim & Co. is
not the record owner of any of such shares as such shares are
held of record by the respective clients or by trustees or
custodians for such clients. The clients are entitled to the
economic benefits (dividend payments and sales proceeds) of
ownership of such shares. Each client also has the right to
terminate its investment advisory relationship with Fayez Sarofim
& Co. at any time. Because Fayez Sarofim & Co. has power to
dispose, or to direct the disposition of, such shares, it may be
deemed to be the beneficial owner of these shares for the
purposes of the Rule 13d-3 under the Securities Exchange Act of
1934. Because Fayez Sarofim is Chairman of the Board and
President, a director and owner of a majority of the outstanding
capital stock of Fayez Sarofim & Co., he may also be deemed to be
an indirect beneficial owner of these shares for the purposes of
Rule 13d-3.
(ii) 1,137,168 shares are held in investment advisory accounts
managed by Sarofim Trust Co., a wholly owned subsidiary of Fayez
Sarofim & Co., which is also an Investment Adviser registered
under Section 203 of the Investment Advisers Act of 1940.
Pursuant to its investment advisory contracts with its clients,
Sarofim Trust Co. has full investment discretion with respect to
such investment advisory accounts. However, Sarofim Trust Co. is
not the record owner of any of such shares as such shares are
held of record by the respective clients or by trustees or
custodians for such clients. The clients are entitled to the
4
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economic benefits of ownership of such shares. Each client also
has the right to terminate its investment advisory relationship
with Sarofim Trust Co. at any time. Because Sarofim Trust Co.
has power to dispose, or to direct the disposition of, such
shares, it may be deemed to be the beneficial owner of these
shares for the purposes of Rule 13d-3 under the Securities
Exchange Act of 1934 and Fayez Sarofim & Co. and Mr. Sarofim as
controlling persons of Sarofim Trust Co., may be deemed to be
indirect beneficial owners of these shares for such purposes.
(iii) 184,700 shares are held in investment advisory accounts managed
by Sarofim International Management Company, a wholly owned
subsidiary of Fayez Sarofim & Co., which is also an Investment
Adviser registered under Section 203 of the Investment Advisers
Act of 1940. Pursuant to its investment advisory contracts with
its clients, Sarofim International Management Company has full
investment discretion with respect to such investment advisory
accounts. However, Sarofim International Management Company is
not the record owner of any such shares as such shares are held
of record by the respective clients or by trustees or custodians
for such clients. The clients are entitled to the economic
benefits of ownership of such shares. Each client also has the
right to terminate its investment advisory relationship with
Sarofim International Management Company at any time. Because
Sarofim International Management Company has power to dispose, or
to direct the disposition of, such shares, it may be deemed to be
the beneficial owner of these shares for the purposes of Rule
13d-3 under the Securities Exchange Act of 1934 and Fayez Sarofim
& Co. and Mr. Sarofim as controlling persons of Sarofim
International Management Company, may be deemed to be indirect
beneficial owners of these shares for such purposes.
(iv) 1,531,910 shares of Common Stock are owned directly by Sarofim
International Management Company for its own account. Because of
Mr. Sarofim's control relationship with Fayez Sarofim & Co., he
may also be deemed to be an indirect beneficial owner of these
shares for the purposes of Rule 13d-3.
(v) 68,368 shares are held in trusts with respect to which Mr.
Sarofim is a trustee. Fayez Sarofim & Co. has no beneficial
ownership of these shares. Also, Mr. Sarofim has no beneficial
interest in any of these trusts. Mr. Sarofim shares with the
other trustees of such trusts the power to vote and to dispose of
these shares.
(vi) 13,100 shares are owned of record and beneficially by Mr.
Sarofim's wife and children. Fayez Sarofim & Co. has no
beneficial ownership of these shares. Although Mr. Sarofim may
be deemed a beneficial owner of these shares for purposes of
Section 16(a) of the Securities Exchange Act of 1934, he
disclaims any power to vote or direct disposition of these
shares.
(b) Percent of Class:
(i) 3.6% -- as to shares held in accounts managed by Fayez Sarofim &
Co. with power to dispose, or to direct the disposition of such
shares.
(ii) 0.5% -- as to shares held in accounts managed by Sarofim Trust
Co. with power to dispose, or to direct the disposition of, such
shares.
(iii) 0.0% -- as to shares held in accounts managed by Sarofim
International Management Company with power to dispose, or to
direct the disposition of, such shares.
(iv) 0.7% -- as to shares owned of record and beneficially by
Sarofim International Management Company.
(v) 0.0% -- as to shares owned of record and beneficially by trusts
of which Mr. Sarofim is a trustee.
(vi) 0.0% -- as to shares owned of record and beneficially by Mr.
Sarofim's family.
(c) Number of shares as to which Fayez Sarofim & Co. has:
(i) sole power to vote or direct the vote: 0 shares.
(ii) shared power to vote or to direct the vote: 10,080,882 shares.
The voting arrangements with respect to the securities held in
5
<PAGE>
the various investment advisory accounts managed by Fayez Sarofim
& Co., Sarofim Trust Co., or Sarofim International Management
Company vary. The contracts relating to certain of the investment
advisory accounts do not grant any power to Fayez Sarofim & Co.,
Sarofim Trust Co. or Sarofim International Management Company to
vote securities held in such accounts. The contracts relating to
other investment advisory accounts provide that the securities
held in such investment advisory accounts will be voted in
accordance with the directions given by the investment adviser.
All securities held in investment advisory accounts are held of
record by clients or by trustees or custodians for clients of
Fayez Sarofim & Co., Sarofim Trust Co. or Sarofim International
Management Company. Proxies voting the shares are signed by the
client, the trustee or the custodian. Accordingly, it is
difficult to determine the extent of voting power possessed by
Fayez Sarofim & Co. It is believed, however, that of the
11,675,169 shares which Fayez Sarofim & Co. may be deemed to own
beneficially for purposes of Rule 13d-3, it may be deemed to
share voting power with respect to not more than 10,080,882 of
such shares. Such voting power may be deemed to be shared
with Mr. Sarofim who may be deemed to share such power by virtue
of his control relationship with Fayez Sarofim & Co., Sarofim
Trust Co., and Sarofim International Management Company. Such
voting power may also be deemed to be shared with trustees, other
fiduciaries, clients or others in many cases.
(iii) sole power to dispose or direct the disposition of: 0 shares.
(iv) shared power to dispose or direct the disposition of: 11,675,169
shares. Such power may be deemed to be shared with Mr. Sarofim,
and with Sarofim Trust Co. with respect to securities held in
accounts managed by Sarofim Trust Co., and may be deemed to be
shared with Sarofim International Management Company with respect
to securities held in investment advisory accounts of Sarofim
International Management Company.
(d) Number of shares as to which Fayez Sarofim has:
(i) sole power to vote or direct the vote: 0 shares.
(ii) shared power to vote or direct the vote: 10,149,250 shares. As
discussed above, the voting arrangements with respect to the
shares held in the various investment advisory accounts managed
by Fayez Sarofim & Co., Sarofim Trust Co., or Sarofim
International Management Company, vary. Fayez Sarofim may be
deemed to share the voting power possessed by Fayez Sarofim &
Co., Sarofim Trust Co., or Sarofim International Management
Company, with respect to the securities held in such accounts by
virtue of his control relationship to such investment advisers.
Accordingly, it is believed that of the 11,743,537 shares which
Mr. Sarofim may be deemed to own beneficially for purposes of
Rule 13d-3 (including the 68,368 shares held by trusts for which
he is trustee), he may be deemed to share voting power with
respect to not more than 10,149,250 of such shares. Such voting
power may be deemed to be shared with Fayez Sarofim & Co. with
respect to securities held in investment advisory accounts
managed by Fayez Sarofim & Co. and may be deemed to be shared
with Fayez Sarofim & Co. and Sarofim Trust Co. with respect to
securities held in investment advisory accounts managed by
Sarofim Trust Co. and may be deemed to be shared with Fayez
Sarofim & Co. and Sarofim International Management Company with
respect to securities held in investment advisory accounts of
Sarofim International Management Company. In many cases where
securities are held in accounts managed by Fayez Sarofim & Co.,
Sarofim Trust Co., or Sarofim International Management Company,
voting power may also be deemed to be shared with trustees, other
fiduciaries, clients of Fayez Sarofim & Co., Sarofim Trust Co.,
or Sarofim International Management Company, or others.
(iii) sole power to dispose or direct the disposition of: 0 shares.
(iv) shared power to dispose or direct the disposition of: 11,743,537
shares. Such power may be deemed to be shared with Fayez Sarofim
& Co. with respect to securities held in accounts managed by
Fayez Sarofim & Co., with Fayez Sarofim & Co. and Sarofim
Trust Co. with respect to the securities held in accounts managed
by Sarofim Trust Co. and with Fayez Sarofim & Co. and Sarofim
International Management Company with respect to securities held
in accounts managed by Sarofim International Management Company
and with other trustees of trusts of which Mr. Sarofim is a
trustee with respect to the securities held in such trusts.
6
<PAGE>
Item 5 Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
With respect to securities held in accounts managed by Fayez Sarofim &
Co. or held in accounts managed by Sarofim Trust Co. or held in
accounts managed by Sarofim International Management Company, clients
have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such securities. No
one client has such right with respect to more than five percent of
the Class.
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
As indicated in Item 3, Fayez Sarofim is Chairman of the Board and
President, a director and owner of a majority of the outstanding
capital stock of Fayez Sarofim & Co. and may be considered a parent
holding company of Fayez Sarofim & Co. Fayez Sarofim & Co. is an
Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940.
Item 8 Identification and Classification of Members of the Group.
Not Applicable.
Item 9 Notice of Dissolution of Group.
Not Applicable.
Item 10 Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 17, 1998
FAYEZ SAROFIM & CO.
By /s/ Fayez Sarofim
_____________________________________
Signature Fayez Sarofim
Chairman of the Board and
President
Date: February 17, 1998
/s/ Fayez Sarofim
_______________________________________
Signature Fayez Sarofim
7
<PAGE>
AGREEMENT
The undersigned hereby agree in writing pursuant to the provisions of
Rule 13d-1(f) (1) (iii) under the Securities Exchange Act of 1934 that the
Schedule 13(G) to which this Agreement is attached is filed on behalf of each of
the undersigned.
FAYEZ SAROFIM & CO.
By /s/ Fayez Sarofim
_________________________________
Fayez Sarofim
Chairman of the Board and
President
By /s/ Fayez Sarofim
_________________________________
Fayez Sarofim
Dated: February 17, 1998
