+
As filed with the Securities and Exchange Commission
on January 21, 1999.
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
1999 STOCK AND INCENTIVE 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
Title of Amount Proposed Proposed
Securities to be Maximum Maximum
to be Registered Offering Aggregate
Registered Price Per Offering
Share (1) Price
Common Stock, 12,000,000 $69.375 $832,500,000.00
par value $.50 shares
Amount of
Registration Fee
$231,435.00
(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 January 15, 1999, 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 as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended.
<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 Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, June 30 and September
30, 1998.
4. The Registrant's Current Reports on Form 8-K dated
January 26, January 27, February 18, February 25 and
December 16, 1998.
5. 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.
6. 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.
7. 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 ("Common Stock"), issuable pursuant to
the Plan has been passed upon by Susan A. Jacobs, who is
Senior Vice President and Deputy General Counsel 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 American General
Corporation 1999 Stock and Incentive Plan (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.
The Registrant's 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 articles
of incorporation filed as Exhibits 4.1 and 4.2 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 (incorporated by
reference to Exhibit 4.2 to Registration Statement
No. 333-52103 filed by the Registrant).
*4.3 Amended and Restated Bylaws of the Registrant.
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
<PAGE>
Exhibit
Number Description
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 and Consent of Susan A. Jacobs, Senior Vice
President and Deputy General Counsel of the
Registrant.
*23.1 Consent of Susan A. Jacobs, Senior Vice President
and Deputy General Counsel of the Registrant, is
contained in her opinion included herewith as
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 of 1933 ("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, 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,
and any new registration statements filed pursuant to
General Instruction E to Form S-8.
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, on January 21, 1999.
AMERICAN GENERAL CORPORATION
By:/S/ MARK S. BERG
Mark S. Berg
Executive Vice President
and General Counsel
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, Chief January 21, 1999
Robert M. Devlin Executive Officer,
President and Director
(Principal Executive
Officer)
/S/ ELLEN H. MASTERSON Senior Vice January 21, 1999
Ellen H. Masterson President-and
Chief Financial Officer
(Principal Financial
Officer)
/S/ PAMELA J. PENNY Vice President January 21, 1999
Pamela J. Penny and Controller
(Principal Accounting
Officer)
/S/ J. EVANS ATTWELL Director January 21, 1999
J. Evans Attwell
/S/ BRADY F. CARRUTH Director January 21, 1999
Brady F. Carruth
<PAGE>
Signature Title Date
/S/ W. LIPSCOMB DAVIS, JR. Director January 21, 1999
W. Lipscomb Davis, Jr.
/S/ J. EDWARD EASLER II Director January 21, 1999
J. Edward Easler II
/S/ LARRY D. HORNER Director January 21, 1999
Larry D. Horner
Director January 21, 1999
Richard J.V. Johnson
/S/ MICHAEL E. MURPHY Director January 21, 1999
Michael E. Murphy
/S/ JON P. NEWTON Director January 21, 1999
Jon P. Newton
/S/ MICHAEL J. POULOS Director January 21, 1999
Michael J. Poulos
/S/ ROBERT E. SMITTCAMP Director January 21, 1999
Robert E. Smittcamp
/S/ ANNE M. TATLOCK Director January 21, 1999
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 Articles of Amendment to the Restated Articles of
Incorporation of the Registrant (incorporated by
reference to Exhibit 4.2 to Registration Statement No.
333-52103 filed by the Registrant).
*4.3 Amended and Restated Bylaws of the Registrant.
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 and Consent of Susan A. Jacobs, Senior Vice
President and Deputy General Counsel of the
Registrant.
*23.1 Consent of Susan A. Jacobs, Senior Vice President
and Deputy General Counsel of the Registrant, is
contained in her opinion included herewith as
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
EXHIBIT 4.3
Amended and Restated Bylaws
(AS OF January 21, 1999)
of
American General Corporation
Houston, Texas
[LOGO]
<PAGE>
AMENDED AND RESTATED BYLAWS
OF
AMERICAN GENERAL CORPORATION
ARTICLE I.
Capital Stock
SECTION 1. Certificates for Shares. The certificates
for shares of the capital stock of the company shall be in
such form as shall be approved by the board of directors.
The certificates shall be signed by the chairman of the board
or president, and also by the secretary, and may be sealed
with the seal of the company or a facsimile thereof. Where
any such certificate is countersigned by a transfer agent, or
registered by a registrar, either of which is other than the
company itself or an employee of the company, the signatures
of the chairman of the board or president and of the
secretary may be facsimiles. The certificates shall be
consecutively numbered and shall be entered on the stock
records of the company as they are issued, and each shall
exhibit the holder's name and the number of shares.
SECTION 2. Transfer of Shares. The shares of stock of
the company shall be transferable only on the stock records
of the company by the registered holders thereof in person or
by their duly authorized attorneys or legal representatives,
upon surrender of certificates representing such shares duly
endorsed or in proper form for transfer, with appropriate
evidence of authority to transfer, and cancellation thereof.
SECTION 3. Fixing of Record Date; Closing of Transfer
Books. For the purpose of determining shareholders entitled
to notice of or to vote at any meeting of shareholders, or
any adjournment thereof, or entitled to receive payment of
any dividend, or for any other proper purpose, the board of
directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case
to be not more than fifty (50) days and, in case of a meeting
of shareholders, not less than ten (10) days prior to the
date on which the particular action requiring such
determination of shareholders is to be taken. In lieu of
fixing a record date, the board of directors may provide that
the stock transfer books of the company shall be closed for
a stated period not to exceed, in any case, fifty (50) days.
If the stock transfer books shall be closed for the purpose
of determining shareholders entitled to notice of or to vote
at a meeting of shareholders, such books shall be closed for
at least ten (10) days immediately preceding such meeting.
If the stock transfer books are not closed and no record date
is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the
date on which the notice of the meeting is mailed or the date
on which the resolution of the board of directors declaring
such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders.
When a determination of shareholders entitled to vote at
any meeting of shareholders has been made as provided herein,
such determination shall apply to any adjournment of the
meeting except where the determination has been made through
the closing of stock transfer books and the stated period of
closing has expired.
SECTION 4. Registered Shareholders. The company shall
be entitled to treat the holder of record of any share or
shares of stock as the holder in fact thereof, and
accordingly shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the
part of any other person or entity, whether or not it shall
have express or other notice thereof, except as expressly
provided by the laws of the State of Texas.
SECTION 5. Lost, Destroyed, or Stolen Stock
Certificates. No certificate for shares of stock in the
company shall be issued in place of any certificate alleged
to have been lost, destroyed, or stolen except on production
of evidence satisfactory to the board of directors, or such
person or persons as it may designate, of such loss,
destruction, or theft, and, if the board of directors so
requires, upon the furnishing of an indemnity bond in such
amount (but not to exceed twice the then-market value of the
shares represented by the certificate) and with such terms
and such surety or sureties as the board of directors may, in
its discretion, require.
SECTION 6. Regulations. The board of directors shall
have the power and authority to make all such rules and
regulations to the extent permitted by law, the articles of
incorporation, and these bylaws, as it may deem expedient
concerning the issue, transfer, registration, or replacement
of certificates for shares of the capital stock of the
company.
ARTICLE II.
Shareholders
SECTION 1. Annual Meeting. The annual meeting of the
shareholders shall be held at such hour as shall be
designated by the board of directors either (i) on the last
business day of April of each year, or (ii) on such other
date, not more than thirteen (13) months after the last
preceding annual meeting, as the board of directors shall
designate, for the purpose of electing directors and for the
transaction of such other business as may properly be brought
before the meeting.
SECTION 2. Special Meetings. A special meeting of
shareholders for any purpose or purposes may be called at any
time by the chairman of the board, the president, or a
majority of the board of directors, and shall be called by
the chairman of the board, the president, or the secretary
upon the written request therefor, stating the purpose or
purposes of the meeting, delivered to such officer, signed by
the holders of at least ten percent (10%) of the issued and
outstanding shares entitled to vote at such meeting. Only
such business as shall be stated or indicated in the notice
of the meeting shall be transacted at any such special
meeting of shareholders.
SECTION 3. Place. The annual meeting of shareholders may
be held at any place as may be designated in the call of the
meeting. Meetings of shareholders shall be held at the
principal office of the company unless another place is
designated for a meeting in the manner provided herein.
SECTION 4. Notice. Written or printed notice stating
the place, day, and hour of each meeting of shareholders, and
in case of a special meeting the purpose or purposes for
which the meeting is called, shall be delivered not less than
ten (10) nor more than fifty (50) days before the date of the
meeting, either personally or by mail, by or at the direction
of the officer calling the meeting, to each shareholder of
record entitled to vote at such meeting.
SECTION 5. Quorum. Except as may be otherwise provided
by law or the articles of incorporation, no meeting of
shareholders shall elect directors, or transact other
business of the company, unless there shall be present, in
person or by proxy, a quorum, which is defined as the holders
of a majority of the issued and outstanding shares of capital
stock of the company entitled to vote at the meeting, and the
act of a majority of the shares represented at any meeting at
which a quorum is present shall be the act of the meeting.
The shareholders present at any meeting, though less than a
quorum, may adjourn the meeting, and any business may be
transacted at the adjourned meeting that could have been
transacted at the original meeting. No notice of
adjournment, other than the announcement at the meeting, need
be given.
SECTION 6. Proxies. At any meeting of shareholders, a
shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxies shall be filed with the
secretary of the company before or at the time of the
meeting. No proxy shall be valid after eleven (11) months
from the date of its execution unless otherwise provided in
the proxy. Each proxy shall be revocable unless it is
expressly provided therein that the proxy shall be
irrevocable or unless it is otherwise made irrevocable by
law.
SECTION 7. Voting of Shares. Each outstanding share of
a class of stock entitled to vote upon a matter submitted to
a vote at a meeting of shareholders shall be entitled to one
vote on such matter. Votes for directors, and upon demand of
any shareholder votes upon any question before a meeting,
shall be by ballot.
SECTION 8. Presiding Officer and Secretary. The
chairman of the board, or in his absence the president, shall
preside at each meeting of shareholders, and in the absence
of both such officers, a vice chairman of the board shall
preside. Should none be present, the meeting shall appoint
one of the vice presidents, or in the absence of all vice
presidents, one of the shareholders, to preside at the
meeting. The records of each meeting shall be kept by the
secretary, or in his absence an assistant secretary, or in
the absence of both, a person appointed by the chairman of
the meeting.
SECTION 9. List of Shareholders. A complete list of
shareholders entitled to vote at each shareholders' meeting,
arranged in alphabetical order, with the address of each and
number of shares of each class and series of stock held by
each, shall be prepared by the secretary and filed at the
registered office of the company, and shall be subject to
inspection by any shareholder during usual business hours for
a period of ten (10) days prior to such meeting. It shall be
produced at such meeting and shall at all times during such
meeting be subject to inspection by any shareholder.
SECTION 10. Inspectors of Election. The chairman of
each meeting of shareholders shall appoint a committee to act
as inspectors of election. Such committee shall report to
the meeting the number of shares of each class and series of
stock, and of all classes, represented by proxy and shall
prepare a list showing the total number of shares of each
class and series of stock, and of all classes, represented
either in person or by proxy. The inspectors of election
shall oversee the vote of the shareholders for the election
of directors and for any other matters that are put to a vote
of shareholders at the meeting; receive a ballot evidencing
votes cast by the proxy committee; judge the qualifications
of shareholders voting; collect, count, and report the
results of ballots cast by any shareholders voting in person;
and perform such other duties as may be required by the
chairman of the meeting or the shareholders.
SECTION 11. Nature of Business at Meetings of
Shareholders. No business may be transacted at an annual
meeting of shareholders, other than business that is either
(a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the board of
directors (or any duly authorized committee thereof), (b)
otherwise properly brought before the annual meeting by or at
the direction of the board of directors (or any duly
authorized committee thereof) or (c) otherwise properly
brought before the annual meeting by an shareholder of the
company (i) who is a shareholder of record on the date of the
giving of the notice provided for in this Section 11 and on
the record date for the determination of shareholders
entitled to vote at such annual meeting and (ii) who complies
with the notice procedures set forth in this Section 11.
In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by
a shareholder, such shareholder must have given timely notice
thereof in proper written form to the Secretary of the
company.
To be timely, a shareholder's notice to the Secretary
must be delivered to or mailed and received at the principal
executive offices of the company not less than one hundred
and twenty (120) days nor more than one hundred and fifty
(150) days prior to the anniversary date of the immediately
preceding annual meeting of shareholders; provided, however,
that in the event that the annual meeting is called for a
date that is not within thirty (30) days before or after such
anniversary date, notice by the shareholder in order to be
timely must be so received not later than the close of
business on the tenth (10th) day following the day on which
such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was
made, whichever first occurs.
To be in proper written form, a shareholder's notice to
the Secretary must set forth as to each matter such
shareholder proposes to bring before the annual meeting (i)
a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and record
address of such shareholder, (iii) the class or series and
number of shares of capital stock of the company which are
owned beneficially or of record by such shareholder, (iv) a
description of all arrangements or understandings between
such shareholder and any other person or persons (including
their names) in connection with the proposal of such business
by such shareholder and any material interest of such
shareholder in such business and (v) a representation that
such shareholder intends to appear in person or by proxy at
the annual meeting to bring such business before the meeting.
No business shall be conducted at the annual meeting of
shareholders except business brought before the annual
meeting in accordance with the procedures set forth in this
Section 11; provided, however, that, once business has been
properly brought before the annual meeting in accordance with
such procedures, nothing in this Section 11 shall be deemed
to preclude discussion by any shareholder of any such
business. If the Chairman of an annual meeting determines
that business was not properly brought before the annual
meeting in accordance with the foregoing procedures, the
Chairman shall declare to the meeting that the business was
not properly brought before the meeting and such business
shall not be transacted.
ARTICLE III.
Board of Directors
SECTION 1. Number, Term of Office, Nomination, Vacancy
and Removal. The business affairs and property of the
company shall be managed and controlled by the board of
directors, and, subject to the restrictions imposed by law,
by the articles of incorporation, or by these bylaws, the
board of directors may exercise all of the powers of the
company.
(a) Number. Subject to the rights of holders of any class
or series of stock having a preference over the Common
Stock of the company as to dividends or upon
liquidation to elect additional directors under
specified circumstances, the number of the directors
of the company shall be fixed from time to time by the
board of directors but shall not be fewer than three
(3) nor more than twenty-five (25). Within these
limits, the number of directors may be increased or
decreased (provided that any decrease does not shorten
the term of any incumbent director) from time to time
by resolution of the board of directors. Directors
must be shareholders, but they need not be residents
of the State of Texas.
(b) Election and Terms. Subject to the rights of holders
of any class or series of stock having a preference
over the Common Stock of the company as to dividends
or upon liquidation to elect additional directors
under specified circumstances, directors shall be
elected at the annual meeting of the shareholders.
Each director shall serve until the next annual
meeting and until his successor shall have been
elected and qualified, or until his earlier death,
resignation, or removal; provided, however, that the
term of any director who is also an officer of the
company or of any subsidiary of the company shall
simultaneously terminate when that director ceases,
for whatever reason, to be an officer of the company
or of any subsidiary of the company, unless the board
of directors, in its discretion and upon resolution
adopted by a majority of the remaining directors then
in office, waives the applicability hereof.
(c) Nomination of Directors. Only persons who are
nominated in accordance with the following procedures
shall be eligible for election as directors of the
company, except as may be otherwise provided in the
Certificate of Incorporation with respect to the right
of holders of preferred stock of the company to
nominate and elect a specified number of directors in
certain circumstances. Nominations of persons for
election to the board of directors may be made at any
annual meeting of shareholders, or at any special
meeting of shareholders called for the purpose of
electing directors, (a) by or at the direction of the
board of directors (or any duly authorized committee
thereof) or (b) by any shareholder of the company (i)
who is a shareholder of record on the date of the
giving of the notice provided for in this Section 1(c)
and on the record date for the determination of
shareholders entitled to vote at such meeting and (ii)
who complies with the notice procedures set forth in
this Section 1(c).
In addition to any other applicable requirements, for
a nomination to be made by a shareholder, such
shareholder must have given timely notice thereof in
proper written form to the Secretary of the company.
To be timely, a shareholder's notice to the Secretary
must be delivered to or mailed and received at the
principal executive offices of the company (a) in the
case of an annual meeting, not less than one hundred
and twenty (120) days nor more than one hundred fifty
(150) days prior to the anniversary date of the
immediately preceding annual meeting of shareholders;
provided, however, that in the event that the annual
meeting is called for a date that is not within thirty
(30) days before or after such anniversary date,
notice by the shareholder in order to be timely must
be so received not later than the close of business on
the tenth (10th) day following the day on which such
notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual
meeting was made, whichever first occurs; and (b) in
the case of a special meeting of shareholders called
for the purpose of electing directors, not later than
the close of business on the tenth (10th) day
following the day on which notice of the date of the
special meeting was mailed or public disclosure of the
date of the special meeting was made, whichever first
occurs.
To be in proper written form, a shareholder's notice
to the Secretary must set forth (a) as to each person
whom the shareholder proposes to nominate for election
as a director (i) the name, age, business address and
residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the
class or series and number of shares of capital stock
of the company which are owned beneficially or of
record by the person and (iv) any other information
relating to the person that would be required to be
disclosed in a proxy statement or other filings
required to be made in connection with solicitations
of proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder; and (b) as to the
shareholder giving the notice (i) the name and record
address of such shareholder, (ii) the class or series
and number of shares of capital stock of the company
which are owned beneficially or of record by such
shareholder, (iii) a description of all arrangements
or understandings between such shareholder and each
proposed nominee and any other person or persons
(including their names) pursuant to which the
nomination(s) are to be made by such shareholder, (iv)
a representation that such shareholder intends to
appear in person or by proxy at the meeting to
nominate the persons named in its notice and (v) any
other information relating to such shareholder that
would be required to be disclosed in a proxy statement
or other filings required to be made in connection
with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act
and the rules and regulations promulgated thereunder.
Such notice must be accompanied by a written consent
of each proposed nominee to being named as a nominee
and to serve as a director if elected.
No person shall be eligible for election as a director
of the company unless nominated in accordance with the
procedures set forth in this Section 1(c). If the
Chairman of the meeting determines that a nomination
was not made in accordance with the foregoing
procedures, the Chairman shall declare to the meeting
that the nomination was defective and such defective
nomination shall be disregarded.
(d) Vacancies. Subject to the rights of the holders of
any class or series of stock having a preference over
the Common Stock of the company as to dividends or
upon liquidation to elect directors under specified
circumstances, any vacancies on the board of directors
resulting from death, resignation, retirement,
disqualification, removal from office or other cause
shall be filled by the affirmative vote of a majority
of the remaining directors then in office, even though
less than a quorum of the board of directors. Any
director so elected by the board of directors to fill
a vacancy shall hold office for the remainder of the
full term of the director whose departure from the
board created the vacancy. A directorship to be
filled by reason of an increase in the number of
directors by action of the board of directors (within
the limits set forth in paragraph (a) of Section 1 of
this article) may be filled by the board of directors
for a term of office continuing only until the next
election at an annual meeting or at a special meeting
of shareholders called for that purpose; provided,
however, that the board of directors shall not fill
more than two such directorships during the period
between two successive annual meetings of
shareholders.
(e) Removal. Subject to the rights of any class or series
of stock having a preference over the Common Stock of
the company as to dividends or upon liquidation to
elect directors under specified circumstances, any
director may be removed from office, with or without
cause, only by the affirmative vote of the holders of
at least seventy-five percent (75%) of the combined
voting power of the then outstanding shares of all
classes of stock of the company entitled to vote
generally in the election of directors, voting
together as a single class.
SECTION 2. Annual Meeting. Each newly elected board of
directors shall hold its first meeting immediately following
the annual meeting of shareholders each year, for the
purposes of organization, the election of officers of the
company, and the transaction of such other business as may
properly come before such meeting, and no notice of such
meeting shall be necessary.
SECTION 3. Regular Meetings. In addition to the annual
meeting of the board of directors, four (4) regular meetings
shall be held in each year at the time and place designated
by the chairman of the board, for the purpose of transacting
any business within the powers of the board. Notice of such
regular meetings shall be given as provided herein.
SECTION 4. Special Meetings. A special meeting of the
board of directors shall be held whenever called by the chief
executive officer or by the secretary on the written request
of any five (5) of the directors, and at such time and place
as may be specified in the notice thereof. Such notice, or
any waiver pursuant to Article VII, Section 6 hereof, need
not state the purpose or purposes of such meeting.
SECTION 5. Notice. The secretary shall give notice to each
director of each regular and special meeting in person or by
mail or by any form of telecommunication, at least
twenty-four (24) hours before the meeting. The attendance of
a director at any meeting shall constitute a waiver of notice
of such meeting, except where a director attends a meeting
for the express purpose of objecting to the transaction of
any business on the grounds that the meeting has not been
lawfully called or convened.
SECTION 6. Quorum. A majority of the directors in office
shall constitute a quorum for the transaction of business,
but if at any meeting of the board of directors there is less
than a quorum present, a majority of those present or any
director solely present may adjourn the meeting from time to
time without further notice. The act of a majority of the
directors present at a meeting at which a quorum is in
attendance shall be the act of the board of directors, unless
the act of a greater number is required by law, the articles
of incorporation, or these bylaws.
SECTION 7. Order of Business and Officers at Meetings. At
meetings of the board of directors, business shall be
transacted in such order as the board may determine from time
to time. At all meetings of the board of directors, the
chairman of the board shall preside, and in the absence of
the chairman of the board the president shall preside, and in
the absence of both, a vice chairman shall preside. Should
all three be absent, a chairman shall be chosen by the board
of directors from among the directors present. The secretary
of the company shall act as secretary of all meetings of the
board of directors, or in the absence of the secretary an
assistant secretary shall so act; or in the absence of both,
the presiding officer shall appoint any person to act as
secretary of the meeting.
SECTION 8. Compensation. Directors shall not receive any
stated salary for their service as directors, but by
resolution of the board of directors an annual retainer may
be paid and a fixed sum and expenses of attendance, if any,
may be allowed for attendance at any meeting of the board of
directors; provided that nothing contained herein shall be
construed to preclude any director from serving the company
in any other capacity and receiving compensation therefor.
SECTION 9. Presumption of Assent. A director of the
company who is present at a meeting of the board of directors
at which action on any company matter is taken shall be
presumed to have assented to the action unless his dissent
shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person
acting as secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to
the secretary of the company immediately after the
adjournment of the meeting. Such right to dissent shall not
apply to a director who voted in favor of such action.
SECTION 10. Retirement. No director of the company shall
stand for reelection as a director following his seventieth
birthday with the exception of any person who shall serve, or
has served, as chief executive officer of the company at any
time, who shall not be prevented by this provision from
standing for reelection as a director for five years after
retirement from the position of chief executive officer, or
until the annual meeting following the attainment of age
seventy-five, whichever shall first occur. Any director who
is also an officer, other than the chief executive officer,
of the company or an officer of any subsidiary of the company
shall retire as provided in Section 1 of this article.
ARTICLE IV.
Committees of the Board of Directors
SECTION 1. Executive Committee. The board of directors,
acting by resolution adopted by a majority of the full board
of directors, may elect from among its members an executive
committee of not fewer than three (3) nor more than ten (10)
members, which committee shall have and may exercise all of
the authority of the board of directors in the business and
affairs of the company except where action of the full board
of directors is specified by law. The chief executive
officer shall be a member of the executive committee and
shall be chairman of such committee. The executive committee
shall meet at such times and places as may be fixed by the
committee, or on the call of the chief executive officer, at
such times and places as may be designated in the call of
such meetings. The executive committee shall maintain a
record of its proceedings and shall report to each regular
meeting of the board of directors a summary of the actions
taken by such committee since the last regular meeting of the
board of directors.
The executive committee shall function as the company's
nominating committee. In its capacity as nominating
committee, it has the power and duty to recommend candidates
for election to the board of directors, to the committees of
the board, and for the chairmanship of each committee except
the executive committee.
SECTION 2. Audit Committee. The board of directors,
acting by resolution adopted by a majority of the full board
of directors, may elect from among its members an audit
committee of not fewer than three (3) nor more than ten (10)
members, none of whom shall be an officer of the company or
of any of its subsidiaries during the time of service on such
committee. The chairman of the committee shall be elected by
a majority of the full board of directors at the time the
committee is elected or at such time as it becomes necessary
to elect a new chairman because of the chairman's death or
resignation. The audit committee shall meet at such times
and places as may be fixed by the committee, or on the call
of its chairman, at such times and places as may be
designated in the call of such meetings. The committee shall
also meet promptly upon the request of the company's
principal independent auditors. The audit committee shall
maintain a record of its proceedings and shall report to the
board of directors a summary of its activities not less
frequently than twice each fiscal year.
The audit committee shall have the following powers and
duties:
(a) to recommend to the board of directors each year the
engagement of a firm of certified public accountants
to act as principal independent auditors for the
company and its subsidiaries;
(b) to review at regular intervals audit arrangements for
the company and its subsidiaries and the reports to be
rendered;
(c) to review in advance the plan and scope of the audit
of the company and its subsidiaries to be performed by
the principal independent auditors and the related
detailed estimate of fees, and to recommend such audit
plan, scope, and fee estimate for board approval;
(d) to review and approve non-audit services and fees of
the company's principal independent auditors, giving
appropriate consideration to the possible effect on
the auditors' independence of each non-audit service
provided;
(e) to review periodically with the company's principal
independent auditors the accounting principles and
policies of the company and such matters relating to
the internal auditing systems and procedures and the
internal accounting controls of the company and its
subsidiaries as the committee or the board of
directors may determine to be necessary or desirable;
(f) to review periodically the coordination between the
company's principal independent auditors and the
company's internal audit staff, and to review with the
company's principal independent auditors, upon
completion of their audit, their findings and
recommendations and the responses of the company's
management to such findings and recommendations;
(g) to review the annual financial statements issued by
the company to its security holders;
(h) to conduct from time to time, or cause to be
conducted, such investigations or inquiries relating
to accounting or audit matters as the facts presented
to the committee warrant and as the committee may deem
necessary or appropriate in the interest of the
company and its shareholders;
(i) to confer with and direct the officers of the company
to the extent necessary to exercise the committee's
powers and to carry out its duties;
(j) to meet with representatives of any independent
auditors of the company and/or its internal audit
staff in the absence of management, whenever the
committee deems such to be appropriate; and
(k) to perform such additional duties as may be assigned
to the committee by the board of directors.
SECTION 3. Personnel Committee. The board of directors,
acting by resolution adopted by a majority of the full board
of directors, may elect from among its members a personnel
committee of not fewer than three (3) nor more than ten (10)
members, none of whom shall be an officer of the company or
of any of its subsidiaries during the time of service on this
committee. The chairman of the committee shall be elected by
a majority of the full board of directors at the time the
committee is elected or at such time as it becomes necessary
to elect a new chairman because of the chairman's death or
resignation. The committee shall meet at such times and
places as may be fixed by the committee, or on the call of
its chairman, at such times and places as may be designated
in the call of such meetings. The committee shall maintain
a record of its proceedings and shall report to each regular
meeting of the board of directors a summary of the actions
taken by the committee since the last regular meeting of the
board of directors.
The personnel committee shall have the following powers and
duties:
(a) to review the relationship of the contribution of key
officers and employees to the company's performance
and prospects;
(b) to review and approve and recommend to the board of
directors for approval or ratification the annual
salary of any officer of the company or of a
subsidiary of the company whose annual salary is or
will be of an amount which will place him or her among
the twenty-five most highly salaried officers in the
group;
(c) to review and approve or ratify the annual salary of
any officer or employee of the company or of a
subsidiary of the company whose annual salary is or
will be of an amount which will place him or her among
the second twenty-five most highly salaried officers
in the group;
(d) to review and approve incentive compensation and other
employee benefit programs;
(e) to review key personnel issues; and
(f) to perform such additional duties as may be assigned
to the committee by the board of directors.
SECTION 4. Other Committees. In addition to the
executive, audit, and personnel committees, the board of
directors may, by resolution adopted by a majority of the
full board of directors, elect from among its own
members such other committees as it shall deem to be
appropriate, each of which shall have and may exercise that
authority of the board of directors which shall have been
delegated to it in the resolution creating such committee,
except as may be prohibited by law.
SECTION 5. Term of Office and Committee Size. The term of
office of each member of any committee shall be the period
designated by the board of directors, but shall not be longer
than one year and until his successor shall be elected,
unless such member shall be removed by the board of
directors, as provided in this section, or the committee is
dissolved by the board of directors. A member of any
committee may be removed during the period between annual
meetings by action of the majority of the full board of
directors at any regular or special meeting. The membership
of any committee elected by the board of directors may be
increased or decreased during the period between annual
meetings, subject to any limitations of this article, by
action of the majority of the full board of directors at any
regular or special meeting.
SECTION 6. Quorum. A majority of the members of any
committee shall constitute a quorum for the transaction of
business. The act of the majority of the members present at
a meeting at which a quorum is present shall be the act of
the committee.
SECTION 7. Responsibility. The designation of any
committee and the delegation thereto of authority shall not
operate to relieve the board of directors, or any member
thereof, of any responsibility imposed upon it or him by law.
SECTION 8. Vacancies. The board of directors may fill all
vacancies in any committee.
ARTICLE V.
Officers
SECTION 1. Titles and Term of Office. The board of
directors at its annual meeting shall elect officers of the
company as follows: a chairman of the board, a president and
a secretary. The board of directors may also elect one or
more vice chairmen. The board of directors or the executive
committee may elect other officers, including one or more
executive vice presidents, senior vice presidents, vice
presidents, a general counsel, a controller, a general
auditor, and other officers and assistant officers as the
board of directors or the executive committee deems
necessary. Each officer shall hold office for the term for
which he is elected and until his successor shall have been
duly elected and qualified, or until his death, resignation,
or removal in the manner hereinafter provided. One person
may hold more than one office except that the president shall
not also hold the office of secretary. The chairman of the
board, each vice chairman of the board, if any, and the
president shall be directors of the company, but no other
officer need be a director.
SECTION 2. Removal. Any officer who may be elected only by
the board of directors may be removed only by the board of
directors. Any officer who may be elected by either the
board of directors or the executive committee may be removed
by either the board of directors or the executive committee.
Removal of any officer may occur whenever in the judgment of
the board of directors or the executive committee, as the
case may be, the best interests of the company will be served
thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election
of an officer shall not of itself create contract rights.
SECTION 3. Vacancies. A vacancy in the office of any
officer may be filled for the unexpired portion of the term
by the board of directors.
SECTION 4. Chief Executive Officer. The board of directors
shall designate either the chairman of the board or the
president to be the chief executive officer of the company.
All other officers of the company shall be subordinate to the
chief executive officer and shall report to him as he may
direct. The chief executive officer shall have
responsibility for the general management and direction of
the business of the company and for the execution of all
orders and resolutions of the board of directors. In
addition to the powers prescribed in these bylaws, he shall
have all of the powers usually vested in the chief executive
officer of a corporation and such other powers as may be
prescribed from time to time by the board of directors. He
may delegate any of his powers and duties to any other
officer with such limitations as he may deem proper.
SECTION 5. Chairman of the Board. The chairman of the
board shall preside at all meetings of the shareholders and
of the board of directors; shall have authority to execute
all legal instruments necessary for the transaction of the
company's business; may sign certificates for shares of
capital stock of the company; and may be designated as chief
executive officer, as provided in these bylaws. He shall be
a member of all standing committees of the board of directors
except those the membership of which is restricted to
non-officer directors, and shall have such other
responsibilities and powers as may be prescribed in these
bylaws or from time to time by the board of directors. If he
is not designated as chief executive officer, the chairman of
the board shall have such powers and perform such duties as
maybe delegated to him by the chief executive officer, and
shall be vested with all the powers and authorized to perform
all the duties of the chief executive officer in his absence
or inability to act.
SECTION 6. Vice Chairman of the Board. In the absence of
the chairman of the board and the president, a vice chairman
of the board shall preside at all meetings of the
shareholders and the board of directors; shall have authority
to execute all legal instruments necessary for the
transaction of the company's business; and shall have such
other powers and duties as may be delegated to him by the
board of directors or the chief executive officer.
SECTION 7. President. In the absence of the chairman of
the board, the president shall preside at all meetings of the
shareholders and of the board of directors; shall have
authority to execute all legal instruments necessary for the
transaction of the company's business; may sign certificates
for shares of capital stock of the company; and may be
designated as chief executive officer, as provided in these
bylaws. He may delegate such of his powers and duties to
other officers with such limitations as he may deem proper.
The president shall have such other powers and duties as may
be prescribed in these bylaws or from time to time by the
board of directors. If he is not designated as chief
executive officer, the president shall have such powers and
perform such duties as may be delegated to him by the chief
executive officer, and shall be vested with all the powers
and authorized to perform all the duties of the chief
executive officer in his absence or inability to act.
SECTION 8. Vice President. Each vice president shall have
such powers and duties as may be delegated to him by the
board of directors or the chief executive officer, or any
authorized officers senior to the vice president, and may
exercise the powers of the president during his absence or
inability to act. Any action taken by a vice president in
the performance of the duties of the president shall be
conclusive evidence of the absence or inability to act of the
president at the time such action was taken.
SECTION 9. Secretary. The secretary shall keep the minutes
of all meetings of the board of directors, of the
shareholders, and of the executive committee; shall issue all
notices; may sign with the chairman of the board, a vice
chairman of the board, or the president in the name of the
company all legal instruments necessary for the transaction
of the company's business and affix the seal of the company
thereto; shall sign with the chairman of the board or
president all certificates for shares of the capital stock of
the company; and shall have such other powers and duties as
may be prescribed by the board of directors or the chief
executive officer.
SECTION 10. Treasurer. The treasurer shall have
responsibility for the safekeeping and custody of all the
funds and securities of the company; shall establish and
execute programs for the provision of the capital required by
the company, including negotiating the procurement of capital
and maintaining the required financial arrangements; shall
establish and maintain adequate sources for the company's
short-term borrowings; shall establish and maintain liaison
with investment bankers and financial analysts; shall
establish and maintain banking arrangements; and shall have
such other powers and duties as may be prescribed by the
board of directors or the chief executive officer.
SECTION 11. Powers and Duties of Assistant Secretaries.
Each assistant secretary shall have the usual powers and
duties pertaining to his office, together with such other
powers and duties as may be assigned to him by the secretary,
and may exercise the powers of the secretary during that
officer's absence or inability to act. Any action taken by
an assistant secretary in the performance of the duties of
the secretary shall be conclusive evidence of the absence or
inability to act of the secretary at the time such action was
taken.
SECTION 12. Powers and Duties of Assistant Treasurers.
Each assistant treasurer shall have the usual powers and
duties pertaining to his office, together with such other
powers and duties as may be assigned to him by the treasurer,
and may exercise the powers of the treasurer during that
officer's absence or inability to act. Any action taken by
an assistant treasurer in the performance of the duties of
the treasurer shall be conclusive evidence of the absence or
inability to act of the treasurer at the time such action was
taken.
ARTICLE VI.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 1. Actions. The company shall indemnify any person
who was or is a named defendant or respondent or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative, or investigative
(including any action by or in the right of the company), or
any appeal of such action, suit or proceeding and any inquiry
or investigation that could lead to such an action, suit or
proceeding, by reason of the fact that he is or was a
director, officer or employee of the company, or is or was
serving at the request of the company as a director, officer,
partner, venturer, proprietor, trustee, employee, or similar
functionary of another foreign or domestic corporation or
non-profit corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other
enterprise (any such person acting in any such capacity being
hereinafter referred to as "potential indemnitee"), against
judgments, penalties (including excise and similar taxes),
fines, amounts paid in settlement, and reasonable expenses
(including court costs and attorneys' fees) actually incurred
by him in connection with such action, suit or proceeding, if
he acted in good faith and in a manner he reasonably
believed, (i) in the case of conduct in his official capacity
as a director of the company, to be in the best interests of
the company and (ii) in all other cases, to be not opposed to
the best interests of the company; and, with respect to any
criminal action or proceeding, if he had no reasonable cause
to believe his conduct was unlawful; provided, however, that
in connection with any action, suit or proceeding in which
the person shall have been adjudged to be liable to the
company or liable on the basis that personal benefit was
improperly received by him, whether or not the benefit
resulted from an action taken in the person's official
capacity as a director or officer, (i) indemnification shall
be limited to reasonable expenses (including court costs or
attorneys' fees) actually incurred in connection with such
proceeding, and (ii) indemnification shall be prohibited, if
the person is found liable for willful or intentional
misconduct in the performance of his duty to the company.
The termination of any action, suit or proceeding by
judgment, order, settlement, or conviction, or on a plea of
nolo contendere or its equivalent shall not, of itself,
create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in
the best interests of the company; and, with respect to any
criminal action or proceeding, shall not create a presumption
that the person had reasonable cause to believe that his
conduct was unlawful.
SECTION 2. Success on Merits or 0therwise. Where a
potential indemnitee has been wholly successful, on the
merits or otherwise, in defense of any such action, suit or
proceeding, he shall be indemnified against reasonable
expenses (including court costs and attorneys' fees) actually
incurred by him in connection therewith.
SECTION 3. Determination that Indemnification is Proper.
Any indemnification under Section 1 of this article (unless
otherwise ordered by a court of competent jurisdiction) shall
be made by the company only as authorized in a specific case
upon a determination that the applicable standard of conduct
has been met. Such determination shall be made (i) by the
board of directors by a majority vote of a quorum consisting
of directors who at the time of the vote have not been named
as defendants or respondents in such action, suit or
proceeding, or (ii) if such a quorum cannot be obtained, by
a majority vote of a committee of the board of directors,
designated to act in the matter by a majority vote of all
directors, consisting solely of two or more directors who at
the time of the vote are not named defendants or respondents
in such action, suit or proceeding, or (iii) by special legal
counsel selected by the board of directors (or a committee
thereof) by vote in the manner set forth in subparagraphs (i)
and (ii) of this Section 3, or if such a quorum cannot be
obtained and such a committee cannot be established, by a
majority vote of all directors, or (iv) by the shareholders
in a vote that excludes the shares held by any director who
is named as a defendant or respondent in such action, suit or
proceeding.
SECTION 4. Expenses Prior to Final Disposition. Reasonable
expenses incurred by a director, officer, or employee of the
company or other person entitled to indemnity hereunder, who
was, is or is threatened to be made a named defendant or
respondent in any such action, suit or proceeding described
in Section 1 shall be paid by the company in advance of the
final disposition thereof upon receipt of a written
affirmation by the director, officer, employee or other
person of his good faith belief that he has met the standard
of conduct necessary for indemnification under this article
and a written undertaking by or on behalf of the director,
officer, employee or other person to repay such amount if it
is ultimately determined that the person has not met such
necessary standard of conduct or that indemnification is
prohibited by Section 1 of this article. Determinations with
respect to payments under this Section 4 shall be made in the
manner specified by Section 3 for determining that
indemnification is permissible, except as otherwise provided
by law.
SECTION 5. Nonexclusive Rights-Continuance Beyond Tenure.
The indemnification provided by this article shall not be
deemed (i) to be exclusive of any other rights consistent
with law to which the person indemnified may be entitled
under the articles of incorporation of the company, bylaws,
any general or specific action of the board of directors,
agreement, authorization of shareholders, or otherwise, or as
may be permitted or required by law, both as to action in his
official capacity as a director and as to action in another
capacity while holding such office, or (ii) to be a
limitation upon the power of the company to indemnify and to
advance expenses, consistent with law. The indemnification
provided by this article shall continue as to a person who
has ceased to be a director, officer, or employee of the
company or other person entitled to indemnity hereunder or to
serve in such other capacity in which he was entitled to
indemnification hereunder, and shall inure to the benefit of
his heirs and legal representatives.
SECTION 6. Insurance Authorized. Subject to any
restrictions now or hereafter established by applicable law,
the company shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, or employee of the company or who is or was serving
at the request of the company as a director, officer,
partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another foreign or domestic
corporation or non-profit corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan,
or other enterprise, against any liability asserted against
him and incurred by him in such a capacity or arising out of
his status as such a person, whether or not the company would
have the power to indemnify him against that liability under
the provisions of this article or the Texas Business
Corporation Act.
SECTION 7. Definitions. For purposes of this article,
references to "the company" include any domestic or foreign
predecessor entity of the company in a merger, consolidation,
or other transaction in which the liabilities of the
predecessor are transferred to the company by operation of
law and in any other transaction in which the company assumes
the liabilities of the predecessor but does not specifically
exclude liabilities that are the subject matter of this
article. For purposes of this article, references to
"serving at the request of the company" shall include any
service as a director, officer or employee of the company
which imposes duties on, or involves services by, such
director, officer or employee with respect to an employee
benefit plan, its participants or beneficiaries; and a person
who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of
the company" as referred to in this article.
SECTION 8. Expenses as Witness. Notwithstanding any other
provision of this article, the company may pay or reimburse
expenses incurred by any director, officer, or employee of
the company or any other potential indemnitee hereunder in
connection with his appearance as a witness or other
participation in any action, suit or a proceeding described
in Section 1 at a time when he is not a named defendant or
respondent in such action, suit or proceeding.
SECTION 9. Notice to Shareholders. Any indemnification of
or advance of expenses to a director in accordance with this
article shall be reported in writing to the shareholders of
the company with or before the notice or waiver of notice of
the next shareholders' meeting or with or before the next
submission to shareholders of a consent to action without a
meeting and, in any case, within the twelve-month period
immediately following the date of the indemnification or
advance.
ARTICLE VII.
Miscellaneous Provisions
SECTION 1. Registered Office. Unless the board of
directors otherwise determines, the registered office of the
company, required by the Texas Business Corporation Act to be
maintained in the State of Texas, shall be the principal
place of business of the company, but such registered office
may be changed from time to time by the board of directors in
the manner provided by law and need not be identical to the
principal place of business of the company.
SECTION 2. Books and Records. Correct and complete books
and records of account of the company and the minutes of the
proceedings of its shareholders, board of directors, and each
committee of its board of directors shall be kept at the
registered office of the company. Records of the original
issuance of shares issued by the company and of each transfer
of those shares that have been presented for registration of
transfer shall be kept at the registered office of the
company or at the office of its principal transfer agent or
registrar. A record of the past and present shareholders of
the company, giving the names and addresses of all such
shareholders and the number of shares of each class and
series of stock held by each, shall also be kept at the
registered office of the company or at the office of its
principal transfer agent or registrar. Any books, records,
and minutes may be in written form or in any other form
capable of being converted into written form within a
reasonable time. Any person who shall have been a holder of
record of shares for at least six (6) months immediately
preceding his demand, or who shall be the holder of record of
at least five percent (5%) of all the outstanding shares of
the company, upon written demand stating the purpose thereof,
or any director of the company shall have the right to
examine, in person or by agent, accountant, or attorney, at
any reasonable time or times, for any proper purpose, its
relevant books and records of account, minutes, and share
transfer records, and to make extracts therefrom.
SECTION 3. Action Without Meeting and Telephone Meetings.
Any action permitted, or required by law, these bylaws, or
the articles of incorporation of the company, to be taken at
a meeting of the board of directors or of any committee
thereof may be taken without a meeting if a consent in
writing, setting forth the action so taken, is signed by all
the members of the board of directors or of such committee,
as the case may be. Such consent shall have the same force
and effect as a unanimous vote at a meeting.
Subject to the notice requirements of these bylaws, members
of the board of directors or of any committee created by the
board of directors may participate in and hold a meeting of
such board or committee by means of conference telephone or
similar communications equipment, including teleconferencing
via a satellite communications system, provided all persons
participating in the meeting can hear each other.
SECTION 4. Fiscal Year. The fiscal year of the company
shall be the calendar year.
SECTION 5. Seal. The seal of the company shall be such as
from time to time may be approved by the board of directors.
SECTION 6. Notice and Waiver of Notice. Whenever any
notice is required to be given under the provisions of these
bylaws, said notice shall be deemed to be sufficient if given
by depositing the same in a post office box in a sealed
postpaid wrapper addressed to the person entitled thereto at
his post office address, as it appears on the records of the
company, and such notice shall be deemed to have been given
on the day of such mailing. A waiver of notice, signed by
the person or persons entitled to said notice, whether before
or after the date and time stated therein, shall be deemed
equivalent thereto.
SECTION 7. Resignations. Any director or officer may
resign at any time. Such resignation shall be made in
writing and shall take effect at the time specified therein,
or if no time be specified, at the time of its receipt by the
chairman of the board, the president, or the secretary. The
acceptance of a resignation shall not be necessary to make it
effective, unless expressly so provided in the resignation.
SECTION 8. Securities of Other Corporations. The board of
directors shall by resolution designate the officers of the
company who shall have power and authority to transfer,
endorse for transfer, vote, or consent to or take any other
action with respect to any securities of another issuer which
may be held or owned by the company and to make, execute, and
deliver any waiver, proxy, or consent with respect to any
such securities.
SECTION 9. Investments and Loans. Investments and loans of
the company shall be made pursuant and subject to the
provisions of the law.
SECTION 10. Execution of Contracts and Other Instruments.
All contractual or obligatory undertakings, including but not
limited to deeds, conveyances, transfers, and releases, shall
be signed by, (a) the chairman of the board, a vice chairman
of the board, the president, or a vice president, or (b) any
attorney-in-fact or agent of the company who has been, or at
any time in the future may be, appointed by the chairman of
the board, a vice chairman of the board, the president, or a
vice president, and by the company secretary or an assistant
secretary. When necessary, such instruments may have the
corporate seal affixed and may be attested by the secretary
or an assistant secretary. Checks may be signed by the
chairman of the board, a vice chairman of the board, the
president, a vice president, the secretary, the treasurer, or
any other person who may be authorized by the board of
directors or the chief executive officer.
SECTION 11. Rules and Regulations. Rules and regulations
for the conduct of the company's business not in conflict
with these bylaws may be adopted by the executive committee
by resolution duly recorded in the minutes of the committee;
provided, however, that such action may be modified or
abrogated by the board of directors.
ARTICLE VIII.
Amendments
Unless otherwise provided in the Articles of Incorporation,
the power to alter, amend, or repeal these bylaws or adopt
new bylaws shall be vested in the full board of directors
subject, however, to repeal or change by action of the
affirmative vote of the holders of at least seventy-five
percent (75%) of the then outstanding shares of all classes
of stock of the company entitled to vote generally in
election of directors, voting together as a single class.
<PAGE>
CERTIFICATION
I HEREBY CERTIFY that the foregoing is a true and full copy
of the bylaws of AMERICAN GENERAL CORPORATION as the same are
now in effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the corporate seal of AMERICAN GENERAL CORPORATION this 21st
day of January, 1999.
/S/ SUSAN A. JACOBS
Secretary
Exhibit 5
January 21, 1999
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
12 million shares of its $.50 par value Common Stock (the
"Common Stock") pursuant to the American General Corporation
1999 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 Plan
prospectus, 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
Senior Vice President
and Deputy General Counsel
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITOR
We consent to the incorporation by reference in the
Registration Statement on Form S-8 of American General
Corporation (AGC) pertaining to the American General
Corporation 1999 Stock and Incentive Plan (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 27, 1998, with respect to
the related financial statement schedules of AGC included
therein, all filed with the Securities and Exchange
Commission.
/S/ ERNST & YOUNG L.L.P.
ERNST & YOUNG L.L.P.
Houston, Texas
January 21, 1999
