SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
_____________________
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from _______ to ______
Commission file number 1-7981
Full title of the Plan:
AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN
Name of the issuer of the securities held pursuant to the Plan
and the address of its principal executive office:
AMERICAN GENERAL CORPORATION
2929 Allen Parkway
Houston, Texas 77019
AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN
AUDITED FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1999
Audited Financial Statements
Report of Independent Auditors . . . . . . . . . . . . . . . . . 1
Statements of Net Assets Available for Benefits . . . . . . . . . 2
Statements of Changes in Net Assets Available for Benefits . . . 3
Notes to Financial Statements . . . . . . . . . . . . . . . . . . 4
Schedules
Schedule H, Line 4 (i) - Schedule of Assets Held for Investment
Purposes at End of Year. . . . . . . . . . . . . . . . . . . . . 11
Schedule H, Line 4 (j) - Schedule of Reportable Transactions . . 12
Report of Independent Auditors
Administrative Board
American General Agents' and Managers' Thrift Plan
We have audited the accompanying statements of net assets available for
benefits of the American General Agents' and Managers' Thrift Plan (the Plan)
as of December 31, 1999 and 1998, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes at end of year as of December
31, 1999, and reportable transactions for the year then ended are presented
for purposes of additional analysis and are not a required part of the
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in our audits
of the financial statements and, in our opinion, are fairly stated in all
material respects in relation to the financial statements taken as a whole.
ERNST & YOUNG LLP
Houston, Texas
June 9, 2000
AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
In thousands
December 31,
1999 1998
Assets
Investments (See Note C) . . . . . . . . . . $148,655 $154,048
Receivables
Employer contributions . . . . . . . . . . 135 25
Participant contributions . . . . . . . . . 136 26
Interfund transfers . . . . . . . . . . . . 213 167
Other . . . . . . . . . . . . . . . . . . . 11 291
Total receivables . . . . . . . . . . . . 495 509
Total assets . . . . . . . . . . . . . 149,150 154,557
Liabilities
Payables
Forfeitures . . . . . . . . . . . . . . . . 365 58
Interfund tranfers . . . . . . . . . . . . 213 167
Other . . . . . . . . . . . . . . . . . . . 454 521
Total liabilities . . . . . . . . . . . 1,032 746
Net assets available for benefits . . . . . . $148,118 $153,811
The accompanying notes are an integral part of these financial statements.
AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
In thousands
Years Ended
December 31,
1999 1998
Additions to net assets
Investment income
Dividends . . . . . . . . . . . . . . . . $ 2,703 $ 2,666
Interest . . . . . . . . . . . . . . . . . 1,161 1,073
Net appreciation (depreciation) in fair
value of investments (See Note C) . . . . (1,304) 41,657
Total investment income . . . . . . . 2,560 45,396
Contributions
Company's . . . . . . . . . . . . . . . . 1,320 1,243
Participants' . . . . . . . . . . . . . . 8,826 8,402
Total contributions . . . . . . . . . 10,146 9,645
Total additions . . . . . . . . . 12,706 55,041
Deductions from net assets
Benefits
American General Corporation common
stock . . . . . . . . . . . . . . . . . 1,885 2,113
Cash . . . . . . . . . . . . . . . . . . . 15,890 14,572
Forfeitures . . . . . . . . . . . . . . . 609 450
Participant loan origination fees . . . . 15 15
Total deductions . . . . . . . . . 18,399 17,150
Net increase (decrease) . . . . . . (5,693) 37,891
Net assets available for benefits
Beginning of year . . . . . . . . . 153,811 115,920
End of year . . . . . . . . . . . . $148,118 $153,811
The accompanying notes are an integral part of these financial statements.
AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE A--SIGNIFICANT ACCOUNTING POLICIES
The American General Agents' and Managers' Thrift Plan (the Plan) financial
statements are prepared in conformity with accounting principles generally
accepted in the United States.
Investments in American General Corporation (American General) common stock
are reported at fair value based on published market prices. Fair values of
other investments are reported as follows: 1) investment in American General
Life and Accident Insurance Company (AGLA or the Company) deposit
administration group annuity contract, at contract value (see Note E); 2)
investments in the American General Series Portfolio Company (AGSPC) Stock
Index and Growth Funds, the Putnam OTC & Emerging Growth Fund, the Templeton
Foreign Fund, and the Vanguard Fixed Income Securities Fund, at net asset
value; and 3) short-term investments, at cost which approximates fair value.
AGSPC is an open-end management investment company (mutual fund) whose
investment advisor is The Variable Annuity Life Insurance Company (VALIC).
VALIC and AGLA are wholly owned subsidiaries of American General.
Participant notes are recorded as plan investments at amortized values.
Purchases and sales of securities are recorded on a trade-date basis.
Dividends are recorded as income on ex-dividend dates, and interest income is
recorded using the accrual method of accounting.
Contributions are recorded as additions to net assets on the date the
contributions become payable to the Plan.
Interfund transfers are recorded at the market value of the amount
transferred.
Benefits paid to participants are recorded upon distribution at the market
value of the assets distributed.
The preparation of financial statements requires management to make estimates
and assumptions that affect (1) the reported amounts of assets and
liabilities, (2) disclosures of contingent assets and liabilities, and (3) the
reported amounts of additions and deductions during the reporting periods.
Actual results could differ from those estimates.
Statement of Position ("SOP") 99-3, effective for plan years ending after
December 15, 1999, was adopted by the Plan's management in 1999. SOP 99-3
required various changes to the reporting of certain defined contribution
benefit plan investments and other financial disclosure matters; therefore,
certain prior year amounts have been reclassified to conform with current year
presentation.
NOTE B--DESCRIPTION OF THE PLAN
The following description of the Plan provides only general information.
Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE B--DESCRIPTION OF THE PLAN--Continued
General
The Plan, sponsored by American General, is a defined contribution plan
offered to eligible agents and managers (sales employees) of AGLA, a wholly
owned subsidiary of American General. Effective January 1, 1999, the Plan's
eligibility requirements were changed from the earlier of completion of one
year of service or attainment of age 35 to 30 days of service. The Plan
provides for participant elective salary deferrals (participant pretax
contributions) in accordance with Section 401(k) of the Internal Revenue Code
of 1986, as amended (IRC). The Plan is subject to certain provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Substantially all of the costs of administering the Plan are paid by American
General and the Company.
The Plan's investments are held in a bank-administered trust fund.
Investment Options
Participants may direct their employee contributions in one of seven funds or
a combination of each fund. These funds invest in: 1) shares of American
General common stock (Stock Fund); 2) a deposit administration group annuity
contract issued by AGLA (Cash Fund); 3) shares of the AGSPC Stock Index Fund
(Equity Index Fund); 4) shares of the Putnam OTC & Emerging Growth Fund
(Small-Cap Fund); 5) shares of the AGSPC Growth Fund (Large-Cap Blend Fund,
formally called Mid-Cap Fund); 6) shares of the Templeton Foreign Fund
(International Fund); and 7) shares of the Vanguard Fixed Income Fund (Bond
Fund). The Company's contributions are invested solely in the Stock Fund;
however, participants age 60 or older can direct the investment of their
employer matching contributions into any of the available funds.
Amounts which have not yet been used to purchase investments in either the
Stock, Cash, Equity Index, Small-Cap, Large-Cap Blend, International, or Bond
Funds are temporarily invested in short-term investments. Income from these
short-term investments is allocated to Plan participants based on current
contributions.
Contributions
Sales employees who elect to participate contribute, on a pretax basis, a
basic amount equal to three percent of base pay. Participants may also make
additional pretax contributions in an amount ranging from one to thirteen
percent of base pay, subject to the contribution limitations discussed below.
The Company contributes an amount equal to one-third of the basic
contribution.
Participants may change their contribution rate and investment election for
future contributions, as well as transfer all or part of their employee
account balances among funds, no more than once each month. All changes
except transfers are effective on the first day of the first pay period of
each month. Transfers are effective on the last business day of the month the
request is received.
AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE B--DESCRIPTION OF THE PLAN--Continued
Contribution Limitations
For 1999 and 1998, the total amount of participant pretax contributions is
limited to $10,000. Additionally, the total amount of annual participant and
company contributions (including forfeitures) must not exceed the lesser of 25
percent of compensation or $30,000. During 1999 and 1998, the total amount of
base pay that can be used in determining contributions under the Plan is
$160,000.
ERISA and the IRC provide that qualified plans cannot discriminate in favor of
highly compensated individuals. Certain highly compensated individuals may be
required to receive refunds of any contributions in excess of the IRC Sections
401(k) and (m) limits and all earnings attributable to such contributions.
Highly compensated individuals are not allowed to make additional
contributions if such contributions will adversely affect the Plan's
nondiscrimination test under Sections 401(k) and (m). In 1999 and 1998, no
refunds of contributions were necessary to comply with these laws.
Participant Accounts
Each participant's account is credited with the participant's and the
Company's contributions and an allocation of Plan earnings. Allocation of
Plan earnings are based on participants' account balances. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's vested account.
Vesting
Participants are immediately vested in their contributions plus the earnings
thereon. Participants become 100 percent vested in the remainder of their
account after five years of service (as defined in the Plan document).
Payment of Benefits
Upon termination of service, and if consented to by the participant (required
only if the total value, both vested and nonvested, of the account exceeded
$5,000 in 1999 or 1998, and the participant is under age 65), a participant
will receive a distribution equal to the vested value of his or her account.
For years beginning after December 31, 1996, distributions must begin by April
1 of the calendar year following the later of either the calendar year in
which the employee reaches age 70-1/2, or the calendar year in which the
employee retires.
AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE B--DESCRIPTION OF THE PLAN--Continued
Participant Loans
Participants may borrow from their fund accounts, in a single loan, a minimum
of $1,000 and up to a maximum equal to the lesser of $50,000 or 50% of the
participant's vested account balance. Loan terms range from 12 to 58 months.
Loans are secured by the vested balance in the participant's account and bear
interest at a rate commensurate with prevailing rates as determined from time
to time. Principal and interest are paid to the participant's account through
payroll deductions. Early loan payoff is allowed.
Forfeitures
Participants terminating employment forfeit their nonvested interest in the
Company's contributions on the earlier of (1) the distribution of the entire
nonforfeitable portion of their account or (2) upon incurring a period of
severance equal to five consecutive one-year breaks in service. Forfeitures
are available to reduce future Company contributions. Participants who
terminate and are reemployed with the Company before incurring five
consecutive one-year breaks in service are entitled to their nonvested or
forfeited amounts, subject to certain provisions as stated in the Plan
document.
NOTE C--INVESTMENTS
The following presents investments that represent 5 percent or more of the
Plan's net assets.
In thousands
December 31,
1999 1998
American General Corporation
common stock . . . . . . . . . . . . . . . $120,353* $131,564*
American General Life and Accident Insurance
Company deposit administration group
annuity contract . . . . . . . . . . . . . 15,332 14,139
*Nonparticipant-directed (See Note D)
AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE C--INVESTMENTS--Continued
The Plan's investments (including gains and losses on investments bought and
sold, as well as held during the year) appreciated(depreciated) in value as
follows:
In thousands
Years Ended
December 31,
1999 1998
Mutual funds . . . . . . . . . . $ 2,603 $ 305
Common stock . . . . . . . . . . (3,847) 41,346
Corporate bonds . . . . . . . . (60) 6
$(1,304) $41,657
NOTE D--NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments is as
follows:
In thousands
December 31,
1999 1998
Net assets
AGC common stock fund . . . . . . . . . $119,646 $131,364
Years Ended
December 31,
1999 1998
Changes in net assets
Contributions . . . . . . . . . . . . . . . $ 7,109 $ 6,631
Dividends . . . . . . . . . . . . . . . . . 2,546 2,573
Interest . . . . . . . . . . . . . . . . . 21 15
Net appreciation(depreciation) . . . . . . (3,847) 41,346
Benefits paid to participants . . . . . . . . (14,115) (12,785)
Interfund transfers . . . . . . . . . . . . . (2,949) (1,281)
Other expenses . . . . . . . . . . . . . . . . (483) (182)
$(11,718) $36,317
The Stock Fund contains both participant and nonparticipant-directed
contributions with earnings not separately determinable; therefore, the Stock
Fund is considered a total nonparticipant-directed investment option.
AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE E--INVESTMENT CONTRACT WITH INSURANCE COMPANY
The Plan maintains an investment contract with AGLA. The deposit
administration group annuity contract is valued at contract value, which
approximates fair value, and represents contributions under the contract, plus
interest at the contract rate, less funds used to pay benefits. The
guaranteed minimum rate of the contract is reset annually by AGLA.
The contract had a guaranteed minimum rate of 6.00% for 1999 and 1998. Any
earnings in excess of the guaranteed minimum rate are credited to the
participants.
The effective earned yield is calculated based on the calendar year. The
effective earned yield of the investment contract for 1999 and 1998 was 6.54%
and 6.52%, respectively.
NOTE F--PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue their contributions at any time and to withdraw
from the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100 percent vested in their accounts.
NOTE G--RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
Benefits processed and approved for payment, but not paid as of December 31,
are recorded on Form 5500 but not in the financial statements.
The following is a reconciliation of net assets available for benefits per the
financial statements to Form 5500:
In thousands
December 31,
1999 1998
Net assets available for benefits
per the financial statements . . . . . . . . . . $148,118 $153,811
Benefits payable to withdrawing participants . . . (1,386) (2,075)
Net assets available for benefits
per Form 5500 . . . . . . . . . . . . . . . . . $146,732 $151,736
AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE G--RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500--Continued
The following is a reconciliation of benefits paid to participants per the
financial statements to Form 5500:
In thousands
Year Ended
December 31, 1999
Benefits paid to participants per the
financial statements
American General Corporation common stock . . . $ 1,885
Cash . . . . . . . . . . . . . . . . . . . . . 15,890
Total benefits paid to participants per
the financial statements . . . . . . . . . 17,775
Benefits payable to withdrawing participants at
year end . . . . . . . . . . . . . . . . . . . . 1,386
Benefits payable to withdrawing participants at
beginning of year . . . . . . . . . . . . . . . . (2,075)
Benefits paid to participants per
Form 5500 . . . . . . . . . . . . . . . . . $17,086
NOTE H--FEDERAL INCOME TAXES
Based on a favorable determination letter dated July 14, 1999, the Internal
Revenue Service has ruled the Plan, as restated and amended, is qualified
under Section 401(a) of the IRC and, therefore, exempt under Section 501(a)
from federal income taxes.
AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN
SCHEDULE H, LINE 4 (i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT
END OF YEAR
AT DECEMBER 31, 1999
EIN: 74-0483432
PN: 002
In thousands, except share amounts
Fair
Issuer Description Cost Value
American General 1,586,202 shares of $52,911 $120,353
Corporation* common stock
American General Life Deposit administration ** 15,332
& Accident Insurance group annuity contract
Company*
Putnam 99,494 shares of Putnam OTC ** 3,682
& Emerging Growth Fund
Participant Notes* Loans issued at interest ** 3,106
rates between 8.25%
and 11.25%
American General Series 42,318 shares of AGSPC ** 1,881
Portfolio Company* Stock Index Fund
American General Series 70,451 shares of AGSPC ** 1,656
Porfolio Company* Growth Fund
Templeton 113,131 shares of Templeton ** 1,269
Foreign Fund
State Street Bank Short-term investments ** 819
& Trust Company* in money-market fund
Vanguard 68,692 shares of Vanguard ** 557
Fixed Income Securities
Fund
$52,911 $148,655
*Party in interest
**Cost not required for participant-directed investments
AMERICAN GENERAL AGENTS' AND MANAGERS' THRIFT PLAN
SCHEDULE H, LINE 4 (j) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
EIN: 74-0483432
PN: 002
In thousands
Current
Value of
Identity of Cost Asset on Net
Party Purchase Selling of Transaction Gain
Involved Description Price Price Asset Date (Loss)
Category (iii) - Series of non-participant directed transactions in excess of
5% of net assets available for benefits
State Street S/T Investments $14,562 $ - $14,562 $14,562 $ -
Bank & Trust
Company
State Street S/T Investments - 14,679 14,679 14,679 -
Bank & Trust
Company
(A) Company Stock 5,882 - 5,882 5,882 -
(A) Company Stock - 13,178 5,202 13,178 7,976
(A) Parties involved are not presented, as permitted by Section 25250.103-6
(d)(1)(i) of the Department of Labor's Rules and Regulations.
Note: Includes both participant-directed and nonparticipant-directed
transactions.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
American General Agents' and Managers' Thrift Plan Administrative Board has
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
AMERICAN GENERAL AGENTS' AND
MANAGERS' THRIFT PLAN
June 22, 2000
ELIZABETH A. DOBBS
Elizabeth A. Dobbs,
Vice President-Benefits & Payroll
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 Nos. 33-39201 and 333-13401) pertaining to the American General
Agents' and Managers' Thrift Plan of our report dated June 9, 2000, with
respect to the financial statements and schedules of the American General
Agents' and Managers' Thrift Plan included in this Annual Report (Form 11-K)
for the year ended December 31, 1999.
ERNST & YOUNG LLP
Houston, Texas
June 22, 2000
