___________________________________________________________
___________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 11, 1999
AMERICAN GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
Texas 1-7981 74-0483432
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
2929 Allen Parkway, Houston, Texas 77019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(713) 522-1111
___________________________________________________________
___________________________________________________________
<PAGE>
Item 5. Other Events.
On February 11, 1999, a duly authorized Committee (the
"Terms Committee") of the Board of Directors of American
General Corporation (the "Company") authorized the issuance
in an underwritten public offering of $150,000,000
aggregate principal amount of the Company's 6 5/8% Notes
Due 2029 issued pursuant to the Senior Indenture dated as
of May 15, 1995 between the Company and The Chase Manhattan
Bank (formerly known as Chemical Bank), as Trustee (the
"Notes") under the Company's previously filed Registration
Statement on Form S-3 (Registration No. 33-58317, 33-58317-01
and 33-58317-02) (the "Registration Statement") and the
related Prospectus dated May 23, 1995 and Prospectus
Supplement dated February 11, 1999.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits. The following Exhibits are filed as part
of this Report and as Exhibits to the Registration
Statement:
Exhibit
Number Description
4(a) Resolutions of the Terms Committee adopted
on February 11, 1999 establishing the
terms of the Notes, certified by an
Assistant Secretary of the Company.
4(b) Form of 6 5/8% Note Due 2029
5 Opinion of Susan A. Jacobs, Senior Vice
President, Deputy General Counsel and
Corporate Secretary of the Company, as to
the legality of the Notes.
<PAGE>
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly
caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: February 16, 1999
AMERICAN GENERAL CORPORATION
By: /S/ JAMES L. GLEAVES
James L. Gleaves
Vice President and Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4(a) Resolutions of the Terms Committee adopted on
February 11, 1999 establishing the terms of the
Notes, certified by an Assistant Secretary of
the Company.
4(b) Form of 6 5/8% Note Due 2029.
5 Opinion of Susan A. Jacobs, Senior Vice
President, Deputy General Counsel and Corporate
Secretary of the Company, as to the legality of
the Notes.
EXHIBIT 4(a)
CERTIFICATE
I, Patricia W. Neighbors, an Assistant Secretary of
American General Corporation, a Texas corporation (the
"Company"), hereby certify that attached hereto is a true
copy of resolutions duly adopted by a duly authorized and
appointed committee of the Board of Directors of the
Company at a meeting duly called and held on February 11,
1999, at which meeting a quorum was present and acting
throughout, and such resolutions have not been amended,
modified or rescinded and remain in full force and effect.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: February 16, 1999
By: /S/ PATRICIA W. NEIGHBORS
Patricia W. Neighbors
Assistant Secretary
<PAGE>
American General Corporation
Date: February 17, 1999
Subject: Meeting of Terms Committee
Purpose: The purpose of these resolutions is to authorize
a shelf takedown for the issuance of $150,000,000
aggregate principal amount of 6 5/8% Notes Due
2029
RESOLUTIONS REGARDING SHELF TAKEDOWN
WHEREAS, at a meeting on March 16, 1995, the Board of
Directors of American General Corporation (the "Company")
authorized the creation, issuance and sale of up to
$1,250,000,000 aggregate public offering price of
securities (the "Shelf Securities"); and
WHEREAS, the Company, American General Delaware,
L.L.C. and American General Capital, L.L.C. filed with the
Securities and Exchange Commission (the "Commission") a
Registration Statement on Form S-3 (Registration No. 33-58317,
33-58317-01 and 33-58317-02), as amended by
Amendment No. 1 on April 24, 1995, Amendment No. 2 on May
1, 1995, Amendment No. 3 on May 10, 1995, Amendment No. 4
on May 17, 1995, Amendment No. 5 on May 22, 1995 and
Amendment No. 6 on May 23, 1995 (such Registration
Statement, together with all amendments thereto, being
referred to herein as the "Registration Statement"), which
Registration Statement as so amended was declared effective
by the Commission on May 23, 1995;
1. Prospectus Supplement.
NOW, THEREFORE, BE IT RESOLVED, that the Chairman, the
President, the Vice Chairman or any Vice President (any
reference to a Vice President of the Company in these
resolutions shall be deemed to include any Vice President
of the Company whether or not designated by a number or a
word or words added before or after the title "Vice
President" and any terms used herein but not defined herein
shall have the meanings given to them in the Senior
Indenture referred to below) of the Company be, and each of
them hereby is, authorized and empowered, in the name and
on behalf of the Company, to sign as required and cause to
be filed with the Commission any and all amendments
(including, without limitation, post-effective amendments)
to the Registration Statement, any prospectus supplements,
including, without limitation, a prospectus supplement
describing the terms and provisions of the Notes, as such
term is defined below, and the offer and sale thereof, and
any additional documents which any such officer may deem
necessary or desirable, such amendments and such documents
to be in such forms as the officer executing or filing the
same shall approve, such approval to be conclusively
evidenced by his execution or filing thereof; and be it
2. Authorization of Notes.
FURTHER RESOLVED, that, upon receipt of the purchase
price therefor hereinafter specified, the Company issue,
sell and deliver $150,000,000 aggregate principal amount of
its 6 5/8% Notes Due 2029 (the "Notes"), to be issued as
Registered Securities pursuant to the Indenture; and be it
FURTHER RESOLVED, that all references in the
definitions in the Indenture to the terms "Security" or
"Securities" shall be deemed to and shall include the
Notes; and be it
3. Terms of Notes.
FURTHER RESOLVED, that the Notes shall mature and the
unpaid principal thereon shall be payable on February 15,
2029; and be it
FURTHER RESOLVED, that the rate per annum at which
interest shall be payable on the Notes is hereby fixed at 6
5/8%, that interest on the Notes shall accrue beginning
February 17, 1999 that interest shall be payable semi-annually
on the Notes on February 15 and August 15 each
year beginning August 15, 1999, and that the Regular Record
Date for the payment of such interest shall be the February
1 or August 1 immediately preceding each such February 15
or August 15, as the case may be, and otherwise as provided
in the Indenture; and be it
FURTHER RESOLVED, that no sinking fund shall be
provided for the Notes and that the Notes shall not be
redeemable at the option of the Company or repayable at the
option of the holders thereof prior to maturity; and be it
FURTHER RESOLVED, that the purchase price for the
Notes to be paid to the Company by Donaldson, Lufkin &
Jenrette Securities Corporation and Morgan Stanley & Co.
Incorporated, the Underwriters of the Notes (the
"Underwriters"), pursuant to the Pricing Agreement relating
thereto hereinafter referred to, including the Underwriting
Agreement attached thereto, shall be 98.943% of the
principal amount of the Notes, plus accrued interest, if
any, from February 17, 1999; and be it
FURTHER RESOLVED, that the initial price to the public
of the Notes shall be 99.818% of the principal amount of
the Notes, plus accrued interest, if any, from February 17,
1999; and be it
FURTHER RESOLVED, that pursuant to Section 203 of the
Indenture, the Notes are to be issuable in permanent global
form without coupons, that the aggregate amount of
Outstanding Securities represented thereby may from time to
time be increased or reduced to reflect exchanges and that
the U.S. Depository with respect to the Notes shall
initially be The Depository Trust Company; and be it
FURTHER RESOLVED, that Section 1009 of the Indenture,
relating to defeasance of certain obligations, shall be
applicable to the Notes; and be it
FURTHER RESOLVED, that the form, terms and provisions
relating to the Notes to be established pursuant to
Section 301 of the Indenture, and the form of Note relating
thereto to be established pursuant to Section 201 of the
Indenture, submitted to this meeting, completed in
accordance with the foregoing resolutions and with such
changes therein, additions thereto and deletions therefrom
as the officers executing the same shall approve, the
approval of such officers to be conclusively evidenced by
their execution and delivery thereof, be, and they hereby
are, approved; and be it
4. Officers' Certificate and Company Order.
FURTHER RESOLVED, that the Chairman, the President,
the Vice Chairman or any Vice President, together with the
Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Company be, and they hereby are,
authorized and empowered, in the name and on behalf of the
Company, to execute, seal, acknowledge and deliver an
Officers' Certificate and a Company Order relating to the
Notes pursuant to Sections 301 and 303 of the Indenture, in
such forms and in such number of counterparts as the
officers so acting shall approve, the approval of such
officers to be conclusively evidenced by their execution
and delivery thereof; and be it
5. Paying Agent and Registrar.
FURTHER RESOLVED, that The Chase Manhattan Bank
(formerly known as Chemical Bank) be, and it hereby is,
designated and appointed Paying Agent with respect to the
Notes at its Corporate Trust Office pursuant to
Section 1002 of the Indenture; and be it
FURTHER RESOLVED, that The Chase Manhattan Bank shall
also serve as Security Registrar for the Notes and, in
accordance with Section 1002 of the Indenture, notices or
demands to or upon the Company in respect of the Notes may
be presented at the Corporate Trust Office referred to in
the Indenture; and be it
6. Execution of Notes.
FURTHER RESOLVED, that the Chairman, the President,
the Vice Chairman or any Vice President of the Company be,
and each of them hereby is, authorized and empowered, in
the name and on behalf of the Company, to execute and
deliver under the corporate seal attested to by the
Treasurer or Secretary of the Company or one of its
Assistant Treasurers or Assistant Secretaries the Notes as
authorized above in substantially such form, completed in
accordance with the foregoing resolutions and with such
changes therein, additions thereto and deletions therefrom
as the officers executing the same shall approve, the
approval of such officers to be conclusively evidenced by
their execution and delivery thereof; and be it
<PAGE>
7. Pricing Agreement.
FURTHER RESOLVED, that the form, terms and provisions
of the Pricing Agreement, including the Underwriting
Agreement attached thereto, relating to the Notes, among
the Company and the Underwriters, copies of which Pricing
Agreement were submitted to this meeting, be, and they
hereby are, approved, and the Chairman, the President, the
Vice Chairman, any Vice President, the Treasurer or any
Assistant Treasurer be, and each of them hereby is,
authorized and empowered, in the name and on behalf of the
Company, to execute and deliver, in such number of
counterparts as the officer so acting deems advisable, a
Pricing Agreement relating to the Notes in substantially
the form presented to this meeting, completed in accordance
with the foregoing resolutions and with such changes
therein, additions thereto and deletions therefrom as the
officer executing the same shall approve, the approval of
such officer to be conclusively evidenced by his execution
and delivery thereof (such Pricing Agreement, as executed
and delivered, being herein referred to as the "Pricing
Agreement"); and be it
8. Letter of Representations.
FURTHER RESOLVED, that the form, terms and provisions
of the Letter of Representations relating to certain
matters arising in connection with the issuance of the
Notes, among the Company, the Trustee and The Depository
Trust Company, copies of which Letter of Representations
were submitted to this meeting, be, and they hereby are,
approved, and the Chairman, the Vice Chairman, the
President, any Vice President, the Treasurer or any
Assistant Treasurer be, and each of them hereby is,
authorized and empowered, in the name and on behalf of the
Company, to execute and deliver, in such number of
counterparts as the officer so acting deems advisable, the
Letter of Representations in substantially the form
presented to this meeting, with such changes therein,
additions thereto and deletions therefrom as the officer
executing the same shall approve, such approval to be
conclusively evidenced by his execution and delivery
thereof; and be it
9. Miscellaneous.
FURTHER RESOLVED, that each of the officers of the
Company be, and each of them acting alone hereby is,
authorized and empowered, in the name and on behalf of the
Company, to make, execute and deliver, or cause to be made,
executed and delivered, all such agreements, indentures,
undertakings, documents, instruments or certificates and
otherwise to take, or cause to be taken, any and all action
which such officer may deem necessary or desirable to carry
out the purposes and intent of the foregoing resolutions
and to perform, or cause to be performed, the obligations
of the Company under the Notes, the Indenture, the Pricing
Agreement and the Letter of Representations; and be it
FURTHER RESOLVED, that any and all action heretofore
taken by any officer or officers of the Company within the
terms or in furtherance of these resolutions or this
transaction is hereby approved, ratified and confirmed.
EXHIBIT 4(b)
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE
OR MORE NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY, 55 WATER STREET, NEW YORK, NEW YORK (THE
"DEPOSITORY"), TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE
OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND UNLESS ANY CERTIFICATE ISSUED UPON SUCH TRANSFER OR
EXCHANGE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED PRINCIPAL AMOUNT
No. 001 $150,000,000
CUSIP: 026351AZ9
GLOBAL SECURITY
AMERICAN GENERAL CORPORATION
6 5/8% NOTE DUE 2029
AMERICAN GENERAL CORPORATION, a corporation duly
organized and existing under the laws of the State of Texas
(the "Company", which term includes any successor corporation
under the Indenture referred to herein), for value received,
hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of ONE HUNDRED FIFTY MILLION DOLLARS on
February 15, 2029 (the "Maturity Date") and to pay interest
thereon from February 17, 1999, or from the most recent
Interest Payment Date (hereinafter defined) to which interest
has been paid or duly provided for, semiannually in arrears
on February 15 and August 15 (each an "Interest Payment
Date") in each year commencing on August 15, 1999, and on the
Maturity Date, at the rate of 6 5/8% per annum, until the
principal hereof is paid or duly provided for.
Interest payments on this Note will be computed on the
basis of a 360-day year consisting of twelve 30-day months.
If any date for the payment of principal, premium, if any, or
interest on this Note (each a "Payment Date") falls on a day
which is not a Business Day (as defined below), the
principal, premium, if any, or interest payable with respect
to such Payment Date will be paid on the next succeeding
Business Day with the same force and effect as if made on
such Payment Date, and no interest shall accrue on the amount
so payable for the period from and after such Payment Date to
such next succeeding Business Day. "Business Day" means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in The City of New York
are authorized or obligated by law or executive order to
close.
The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will be paid to the
Person in whose name this Note (or one or more Predecessor
Securities) is registered in the Security Register at the
close of business on the Regular Record Date for such
interest payment, which shall be the February 1 or August 1
(whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for shall forthwith cease
to be payable to the registered Holder on such Regular Record
Date and may be paid to the Person in whose name this Note
(or one or more Predecessor Securities) is registered in the
Security Register at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to
Holders of Notes not less than ten (10) days prior to such
Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as
more fully provided in the Indenture.
Payment of the principal, premium, if any, and interest
on this Note will be made in immediately available funds at
the office or agency of the Company maintained for such
purpose in The City of New York, in such coin or currency of
the United States of America as at the time of payment is
legal tender for payment of public and private debts;
provided, however, that at the option of the Company, payment
of interest due on an Interest Payment Date may be made by
check in immediately available funds mailed to the address of
the Person entitled thereto as such address shall appear on
the Security Register, or, if such Person shall have made
arrangements therefor in writing (or such other means as
deemed acceptable by the Paying Agent) with the Paying Agent
not later than the Regular Record Date immediately preceding
the applicable Interest Payment Date, then by wire transfer
of immediately available funds to an account maintained by
such Person at a bank located in the United States.
Reference is hereby made to the further provisions of
this Note set forth after the Trustee's Certificate of
Authentication, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the Certificate of Authentication hereon has been
executed by The Chase Manhattan Bank (formerly known as
Chemical Bank), the Trustee under the Indenture, or its
successor thereunder, by the manual signature of one of its
authorized officers, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed, manually or in facsimile, and
its corporate seal or a facsimile thereof to be imprinted
hereon.
AMERICAN GENERAL CORPORATION
[Seal]
By:___________________________
By:____________________________
Date: February 17, 1999
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated herein referred to in the within-
mentioned Indenture.
THE CHASE MANHATTAN BANK, as Trustee
By:______________________
Authorized Officer
<PAGE>
AMERICAN GENERAL CORPORATION
6 5/8% NOTE DUE 2029
This 6 5/8% Note Due 2029 (collectively, the "Notes") is
one of a duly authorized issue of senior debt securities
(hereinafter called the "Securities") of the Company, issued
and to be issued in one or more series under a Senior
Indenture dated as of May 15, 1995 (herein called the
"Indenture") between the Company and The Chase Manhattan Bank
(formerly known as Chemical Bank), as Trustee (herein called
the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures
supplemental thereto and the Board Resolutions setting forth
the terms of this series of Securities reference is hereby
made for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the
Trustee and the Holders, and the terms upon which the Notes
are, and are to be, authenticated and delivered.
The Notes are not subject to redemption, as a whole or
in part, at the option of the Company or repayment at the
option of the Holder prior to the Maturity Date. The Notes
do not have the benefit of any sinking fund obligations.
If an Event of Default with respect to the Notes shall
occur and be continuing, the principal of all the Notes may
be declared due and payable in the manner and with the effect
and subject to the conditions provided in the Indenture.
Subject to certain exceptions, the Indenture permits the
Company and the Trustee to enter into one or more
supplemental indentures, with the consent of the Holders of
a majority in aggregate principal amount of the Outstanding
Securities of each series to be affected by such supplemental
indentures, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions
of the Indenture or of modifying in any manner the rights of
the Holders of Securities of such series. The Indenture also
permits the Holders of a majority in principal amount of the
Outstanding Securities of any series, on behalf of the
Holders of all the Securities of such series, to waive
compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder
of this Note shall be conclusive and binding upon such Holder
and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Note.
Additionally, the Indenture permits the Company and the
Trustee to enter into one or more supplemental indentures for
certain specified purposes without the consent of any of the
Holders of the Notes.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and
unconditional, to pay the principal of, premium, if any, and
interest on this Note at the times, places and rate, and in
the coin or currency, herein prescribed.
As provided in the Indenture, and subject to certain
limitations set forth in the Indenture or in the legend
appearing on the face of this Note, the transfer of this Note
may be registered on the Security Register of the Company
upon surrender of this Note for registration of transfer at
the office or agency of the Company maintained for such
purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed by, the Holder
hereof or by his attorney duly authorized in writing, and
thereupon one or more new Notes having the same terms as this
Note, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee
or transferees.
The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture, and subject to
certain limitations therein or herein set forth, this Note is
exchangeable for a like aggregate principal amount of Notes
of different authorized denominations, having the same terms
as this Note.
No service charge will be made for any such registration
of transfer or exchange, but the Company may require payment
of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name
this Note is registered in the Security Register as the owner
hereof for all purposes, whether or not any payment with
respect to this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the
contrary.
No Holder of any Securities issued under the Indenture
may enforce any remedy or institute any proceeding under the
Indenture except to the extent and on the conditions
specified in the Indenture.
The Indenture permits the defeasance at any time of (i)
the entire indebtedness represented by the Notes or (ii)
certain restrictive covenants with respect to the Notes, in
each case in compliance with certain conditions set forth
therein.
No recourse under this Note, the Indenture, or any
indenture supplemental thereto, nor any claim based on, in
respect of or by reason of any such obligation or their
creation, shall be had against any incorporator, or against
any past, present or future director, officer, employee or
stockholder, as such, of the Company, all such liability
being expressly waived and released by the acceptance of this
Note by the Holder hereof and as part of the consideration
for the issuance of this Note.
This Note and the Indenture, including the validity
thereof, shall be governed by and construed in accordance
with the laws of the State of New York.
All capitalized terms used in this Note but not defined
in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture; and all
references in the Indenture to "Security" or "Securities"
shall be deemed to include the Notes.
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription
on the first page of this instrument, shall be construed as
though they were written out in full according to applicable
laws or regulations.
UNIF GIFT MIN ACT -- ________________________________
(Cust)
Custodian ______________________
(Minor)
Under Uniform Gifts to Minors Act
_________________________________________
(State)
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and
not as tenants in common
Additional abbreviations may also be used though not in the
above list.
_________________________________________________
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
____________________________________________________________
Please print or typewrite name and address including postal
zip code and telephone number of assignee
_____________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing _______________________________
attorney to transfer said Note on the books of the Company,
with full power of substitution in the premises.
Dated:____________ _______________________________
NOTICE: The signature on this
assignment must correspond with the
name as written upon the face of
the within instrument in every
particular, without alteration or
enlargement or any change whatever.
EXHIBIT 5
February 16, 1999
American General Corporation
2929 Allen Parkway
Houston, Texas 77019
Ladies and Gentlemen:
This opinion is furnished in connection with the
proposed issuance and sale by American General Corporation,
a Texas corporation (the "Company"), of $150,000,000
principal amount of its 6 5/8% Notes Due 2029 (the "Notes")
to be issued under a Senior Indenture, dated as of May 15,
1995 (the "Indenture"), between the Company and The Chase
Manhattan Bank (formerly known as Chemical Bank), as trustee
(the "Trustee"), pursuant to registration statements on
Form S-3 (File Nos. 33-58317, 33-58317-02, and 33-58317-02)
(collectively, the "Registration Statement"), filed by
the Company with the Securities and Exchange Commission
on March 30, 1995 with respect to the Company's debt
securities, preferred stock, common stock, and warrants
to purchase debt securities, preferred stock or common stock.
For the purposes of this opinion, I have examined such
certificates, corporate records, documents and instruments
and reviewed such questions of law as I considered necessary
or appropriate for the purposes of this opinion. In the
course of the foregoing investigation, I assumed (i) the
genuineness of all signatures on, and the authenticity
of, all documents and instruments submitted to me as
originals and the conformity to original documents of all
documents submitted to me as copies, (ii) the due
authorization, execution and delivery by the parties
thereto, other than the Company, of all such documents
and instruments examined by me, and (ii) that to the extent
that any such documents and instruments purport to constitute
agreements of such other parties, they constitute valid and
binding obligations of such other parties.
Based on the foregoing examination and review, I hereby
advise you that, in my opinion, the Notes have been duly
authorized by the Company and, when duly executed by the
Company in the manner prescribed by the Indenture and
authenticated by the Trustee and issued and delivered
pursuant to the Indenture against payment of the authorized
consideration to be received by the Company therefor, will
have been validly issued and will constitute valid and
binding obligations of the Company entitled to the benefits
of the Indenture (subject to applicable bankruptcy,
reorganization, insolvency, fraudulent conveyance, moratorium
and similar laws and judicial decisions relating to or
affecting creditors' rights generally from time to time in
effect and to general equity principles, whether in a proceedings
at law or in equity).
I hereby consent to the incorporation by reference of
this opinion as an exhibit to the Registration Statement and to
the reference to me in the Prospectus Supplement dated
February 11, 1999, relating to the Notes. In giving this consent,
I do not admit that I am within the category of persons whose
consent is required under Section 7 of the Securities Act
of 1933, as amended, and the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours
/s/ SUSAN A. JACOBS
Susan A. Jacobs
Senior Vice President, Deputy General
Counsel and Corporate Secretary
