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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 30, 2000
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AMERICAN GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
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TEXAS 1-7981 74-0483432
(State or other jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of incorporation or organization)
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2929 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (713) 522-1111
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ITEM 5. OTHER EVENTS.
On November 30, 2000 American General Corporation ("American General")
priced the public offering of 4,000,000 8.05% Trust Preferred Securities
("Preferred Securities") of American General Capital III, a subsidiary trust of
American General, at $25 per security. Each of the Preferred Securities will pay
cumulative cash distributions at the annual rate of 8.05% of the stated $25
liquidation amount per security, payable quarterly commencing on December 31,
2000. Closing is scheduled for December 7, 2000, subject to customary closing
conditions. Proceeds from the offering of approximately $96.6 million (after
underwriting and other associated costs) will be used to repay short-term
indebtedness. In connection with the issuance of the Preferred Securities,
American General will issue $103,092,800 principal amount of its 8.05% Junior
Subordinated Debentures due 2049 to American General Capital III. The Preferred
Securities will be issued pursuant to the shelf registration statement filed
under the Securities Act of 1933, as amended, of American General, American
General Capital III and certain other trusts (Registration Statement Nos.
333-40583, et seq.).
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
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1.1 Underwriting Agreement for Preferred Securities of
American General Capital III.
1.2 Pricing Agreement dated November 30, 2000.
4.1 Resolutions establishing terms of 8.05% Junior
Subordinated Debentures due 2049.
4.2 Form of 8.05% Junior Subordinated Debentures due
2049 (included in Exhibit 4.1).
4.3 Form of Amended and Restated Declaration of Trust of
American General Capital III among American General,
as sponsor, the Trustees named therein and the
holders from time to time of undivided beneficial
interest in the assets of American General
Capital III.
4.4 Form of Global Certificate for Preferred Securities
of American General Capital 4.4 III (included in
Exhibit 4.3).
4.5 Preferred Securities Guarantee Agreement between
American General and Bankers Trust Company.
8.1 Opinion of Vinson & Elkins L.L.P. as to certain
federal income tax matters.
23.1 Consent of Vinson & Elkins L.L.P. (included in
Exhibit 8.1).
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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 hereunto duly authorized.
AMERICAN GENERAL CORPORATION
Date: December 7, 2000 By: /s/ C. JEFFREY GAY
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Name: C. Jeffrey Gay
Title: Vice President and
Assistant Treasurer
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EXHIBIT INDEX
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Exhibit
Number Description
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1.1 Underwriting Agreement for Preferred Securities of American
General Capital III.
1.2 Pricing Agreement dated November 30, 2000.
4.1 Resolutions establishing terms of 8.05% Junior Subordinated
Debentures due 2049.
4.2 Form of 8.05% Junior Subordinated Debentures due 2049 (included
in Exhibit 4.1).
4.3 Form of Amended and Restated Declaration of Trust of American
General Capital III among American General, as sponsor, the
Trustees named therein and the holders from time to time of
undivided beneficial interest in the assets of
American General Capital III.
4.4 Form of Global Certificate for Preferred Securities of American
General Capital III (included in Exhibit 4.3).
4.5 Preferred Securities Guarantee Agreement between American
General and Bankers Trust Company.
8.1 Opinion of Vinson & Elkins L.L.P. as to certain federal income
tax matters.
23.1 Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1).
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