As filed with the Securities and
Exchange Commission on November 14, 2000.
Registration No.333-52103
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
Post-Effective
Amendment No. 2
to
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
DEFERRED COMPENSATION 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
of Agent for Service)
Calculation of Registration Fee
Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be to be Price Offering Regis-
Registered(1)Regist- Per Price(2) tration
ered(2) Share Fee
Deferred
Compensation
Obligations
Common
Stock, par
value $.50
per share
(the "Common
Stock")
Total $25,000 100% $25,000 $6,600
,000 ,000
(1) The Deferred Compensation Obligations
of the Registrant to pay deferred
compensation in the future in
accordance with the terms of the
American General Corporation Deferred
Compensation Plan for a select group of
eligible employees.
(2) The amount to be registered is
estimated solely for purposes of calculating
the registration fee and includes such
indeterminate number of shares of the
Registrant's Common Stock as may be issued
at indeterminate prices from time to time as
one of the various investment options for
participants in the American General
Corporation Deferred Compensation Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
The documents containing the
information specified in this Part I will be
sent or given to employees of the Registrant
who are eligible to participate in the
American General Corporation Deferred
Compensation Plan (as amended, the "Plan")
as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended
("Securities Act").
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,
1999.
2. The Registrant's Quarterly Reports on
Form 10-Q for the quarters ended March 31,
June 30, and September 30, 2000.
3. The Registrant's Proxy Statement
relating to the Registrant's 2000 annual
meeting of shareholders.
4. The Registrant's Current Reports on
Form 8-K dated June 21, June 22, August 8,
and October 30, 2000.
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. All documents subsequently filed by the
Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-
effective amendment that indicates all
securities offered have been sold or that
deregisters all securities then remaining
unsold.
Any statement incorporated by reference
herein shall be deemed to be modified or
superseded for purposes of this registration
statement to the extent that a statement
contained herein or in any other
subsequently filed document that also is or
is deemed to be incorporated by reference
herein modifies or supersedes such
statement. Any statement so modified or
superseded shall not be deemed, except as so
modified or superseded, to constitute a part
of this registration statement.
Item 4. Description of Securities.
The Deferred Compensation Obligations
registered hereunder (the "Obligations") are
unsecured obligations of the Registrant to
pay deferred compensation in the future in
accordance with the terms of the Plan, which
is filed as Exhibit 4.4 and Exhibit 4.5 to
this Registration Statement. Such Exhibits
set forth a description of the Obligations
and is incorporated herein by reference in
its entirety in response to this Item 4.,
pursuant to Rule 411(b)(3) under the
Securities Act.
The Registrant is authorized to issue 800
million shares of Common Stock. Each share
has a par value of $0.50 for accounting
purposes. Excluding shares held in treasury
and by a subsidiary, as of October 31, 2000,
a total of 251,444,968 shares of Common
Stock were issued and outstanding. Common
Stock is listed on the New York, Pacific,
London and Swiss stock exchanges.
Holders of Common Stock are entitled to
receive dividends when, as, and if declared
by the Registrant's board of directors out
of any funds legally available for dividend
payments, and are entitled upon liquidation,
after claims of creditors and preferences of
any series of preferred stock, to receive
pro rata the net assets of the Registrant.
Holders of Common Stock are entitled to
one vote for each share held and are vested
with all of the voting power, except as the
Registrant's board of directors may provide
with respect to any series of preferred
stock. The holders of Common Stock do not
have cumulative voting rights.
Holders of Common Stock do not have any
preemptive rights to acquire any shares or
other securities of any class that may be
issued, sold or offered for sale by the
Registrant. In addition, the holders of
Common Stock have no conversion rights.
Common Stock is not subject to redemption by
either the Registrant or a shareholder.
Item 5. Interests of Named Experts and
Counsel.
The validity of the securities issuable
pursuant to the Plan has been passed upon by
Kevin T. Abikoff, Deputy General Counsel and
Corporate Responsibility Officer of the
Registrant. Each of Mr. Abikoff and the
other in-house counsel participating in such
legal matters on behalf of the Registrant owns
shares of Common Stock as a result of
participation in Registrant benefit plans or
otherwise, and has options to purchase
additional shares of such Common Stock. Mr.
Abikoff participates in the Plan as of the
filing date of this registration statement.
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 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 that 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 its subsidiaries, subject to certain
exceptions, against certain liabilities
incurred by them in the discharge of their
functions as officers and directors.
See Item 9. Undertakings below for a
description of the position of the
Securities and Exchange Commission with
respect to such indemnification provisions.
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 (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 to Registrant's Quarterly
Report on Form 10-Q for the quarter
ended March 31, 1998).
4.3 Amended and Restated Bylaws of the
Registrant (incorporated by reference
to Exhibit 3 to Registrant's Quarterly
Report on Form 10-Q for the quarter
ended September 30, 2000).
**4.4 American General Corporation Deferred
Compensation Plan.
4.5 First Amendment to American General
Corporation Deferred Compensation Plan
(incorporated by reference to Exhibit
10.11 to Registrant's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1999).
*5 Opinion of Counsel.
*23.1 Consent of Counsel (contained in Exhibit 5).
*23.2 Consent of Ernst &
Young L.L.P., Independent Auditors.
**24 Powers of Attorney.
* Filed Herewith
** Previously Filed
Item 9. Undertakings
The undersigned Registrant hereby
undertakes:
(1) To file, during any period in
which offers or sales are being made, a
post-effective amendment to this
registration statement:
(i) To include any prospectus
required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any
facts or events arising after the
effective date of the registration
statement (or the most recent post-
effective amendment thereof) which,
individually or in the aggregate,
represent a fundamental change in the
information set forth in the
registration statement;
(iii) To include any material
information with respect to the plan
of distribution not previously
disclosed in the registration
statement or any material change to
such information in the registration
statement;
provided, however, that the
undertakingsset 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.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable
grounds to believe that it meets all of the
requirements for filing on Form S-8 and has
duly caused this registration statement to
be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of
Houston, State of Texas, as of November 13,
2000.
AMERICAN GENERAL CORPORATION
By: /S/ MARK S. BERG
Name: Mark S. Berg
Title: 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
* Chairman, Chief November 13, 2000
(Robert M. Devlin)Executive Officer
and
Director (Principal
Executive
Officer)
/S/ NICHOLAS R. RASMUSSEN Executive November 13, 2000
(Nicholas R. Rasmussen) Vice
President and
Chief
Financial
Officer (Principal
Financial and
Accounting
Officer)
* Director November 13, 2000
(J. Evans Attwell)
* Director November 13, 2000
(Brady F. Carruth)
* Director November 13, 2000
(W. Lipscomb Davis, Jr.)
* Director November 13, 2000
(J. Edward Easler II)
* Director November 13, 2000
(Larry D. Horner)
* Director November 13, 2000
(Richard J.V. Johnson)
_____________________ Director November __, 2000
(Morris J. Kramer)
* Director November 13, 2000
(Michael E. Murphy)
____________________ Director November __, 2000
(Michael J. Poulos)
* Director November 13, 2000
(Robert E. Smittcamp)
* Director November 13, 2000
(Anne M. Tatlock)
*By: /S/ MARK S. BERG
Mark S. Berg
Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit
Number Description
4.1 Restated Articles of Incorporation of
the Registrant (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 to Registrant's Quarterly Report on
Form 10-Q for the quarter ended March
31, 1998).
4.3 Amended and Restated Bylaws of the
Registrant (incorporated by reference
to Exhibit 3 to Registrant's Quarterly
Report on Form 10-Q for the quarter
ended September 30, 2000).
**4.4 American General Corporation Deferred
Compensation Plan.
4.5 First Amendment to American General
Corporation Deferred Compensation Plan
(incorporated by reference to Exhibit
10.11 to Registrant's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1999).
*5 Opinion of Counsel.
*23.1 Consent of
Counsel (contained in Exhibit 5).
*23.2 Consent of Ernst &
Young L.L.P., Independent Auditors.
**24 Powers of Attorney.
* Filed Herewith
** Previously Filed
