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 EMPLOYEES' THRIFT AND INCENTIVE 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 EMPLOYEES' THRIFT AND INCENTIVE 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 . . . . . . . . . . . . . . . . . . . 12
Schedule H, Line 4 (j) - Schedule of Reportable Transactions . 13
Report of Independent Auditors
Administrative Board
American General Employees' Thrift and Incentive Plan
We have audited the accompanying statements of net assets available for
benefits of the American General Employees' Thrift and Incentive 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.
Houston, Texas
June 9, 2000
AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
In thousands
December 31,
1999 1998
Assets
Investments (See Note C) . . . . . . . . . . . $554,966 $548,828
Receivables
Employer contributions . . . . . . . . . . . 248 290
Participant contributions . . . . . . . . . . 286 1,157
Interfund transfers . . . . . . . . . . . . . 738 733
Other . . . . . . . . . . . . . . . . . . . . 140 170
Total receivables . . . . . . . . . . . . . 1,412 2,350
Total assets . . . . . . . . . . . . . . 556,378 551,178
Liabilities
Payables
Forfeitures . . . . . . . . . . . . . . . . . 463 182
Excess contribution refunds . . . . . . . . . - 891
Excess contribution forfeitures . . . . . . . - 76
Interfund tranfers . . . . . . . . . . . . . 738 733
Other . . . . . . . . . . . . . . . . . . . . 463 339
Total liabilities . . . . . . . . . . . . 1,664 2,221
Net assets available for benefits . . . . . . . $554,714 $548,957
The accompanying notes are an integral part of these financial statements.
AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE 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 . . . . . . . . . . . . . . . $ 9,665 $ 9,072
Interest . . . . . . . . . . . . . . . . 6,549 7,187
Net appreciation in fair value of
investments (See Note C) . . . . . . . 9,991 124,048
Total investment income . . . . . . 26,205 140,307
Contributions
Companies' . . . . . . . . . . . . . . . 16,225 12,203
Participants' . . . . . . . . . . . . . 29,081 25,803
Total contributions . . . . . . . . 45,306 38,006
Merger of USLIFE SIP . . . . . . . . . . . - 85,788
Merger of WesternSave Plan . . . . . . . . - 6,375
Total additions . . . . . . . . 71,511 270,476
Deductions from net assets
Benefits
American General Corporation common
stock . . . . . . . . . . . . . . . . 9,894 8,700
Cash . . . . . . . . . . . . . . . . . . 54,835 41,303
Forfeitures . . . . . . . . . . . . . . 991 864
Participant loan origination fees . . . 34 31
Total deductions . . . . . . . . 65,754 50,898
Net increase . . . . . . . . . . 5,757 219,578
Net assets available for benefits
Beginning of year . . . . . . . . 548,957 329,379
End of year . . . . . . . . . . . $554,714 $548,957
The accompanying notes are an integral part of these financial statements.
AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE A--SIGNIFICANT ACCOUNTING POLICIES
The American General Employees' Thrift and Incentive 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 or the Company)
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 Insurance Company (American General Life) 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 American General Life 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 the 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 EMPLOYEES' THRIFT AND INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE B--DESCRIPTION OF THE PLAN--Continued
General
The Plan, which is subject to certain provisions of the Employee Retirement
Income Security Act of 1974 (ERISA), is a defined contribution plan offered to
eligible employees of American General and certain of its subsidiaries (the
Companies). Salaried and certain regular employees are eligible to
participate in the Plan. 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. Non-salaried employees
who have completed 1,000 hours of service in one service year and have
attained age 21 are eligible to participate in the Plan. 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).
Substantially all of the costs of administering the Plan are paid by the
Companies.
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 American General Life (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 Companies' contributions are invested soley 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
Employees who elect to participate may contribute, on a pretax basis, a basic
amount ranging from one to six percent of base pay and an additional amount
ranging from one to ten percent of base pay, subject to the contribution
limitations discussed below. The Companies contribute an amount ranging from
50 percent to 100 percent of the employee's basic contribution as determined
annually by the Personnel Committee of the American General Board of
Directors. The Companies contributed 75 percent of employee's basic
contributions during 1998. Effective January 1, 1999, the Companies
contributed an amount equal to 100 percent of the first three percent of the
participant's basic contribution, plus 50 percent of the next three percent of
the participant's basic contribution.
These changes were made to allow the plan to meet the safe harbor provisions
of IRC 401(k)(12).
AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE B--DESCRIPTION OF THE PLAN--Continued
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.
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, such as the American General
Employees' Thrift and Incentive Plan, cannot discriminate in favor of highly
compensated individuals. Effective January 1, 1999, the nondiscrimination
testing and refunds of excess contributions are no longer required under the
safe harbor provisions of the IRC. These changes were made to allow the plan
to meet the safe harbor provisions of IRC 401(k)(12). For 1998, pre safe
harbor, certain highly compensated individuals may have been 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. Contributions
from highly compensated individuals for 1998 were limited to 6 percent of base
pay.
Amounts in excess of the limits discussed above are designated on the
statement of net assets as "Payables - Excess contribution refunds" and were
refunded within 2-1/2 months of the Plan's year end. "Payables - Excess
contribution forfeitures" represent the nonvested excess contributions of the
Companies and are available to reduce future company contributions.
Participant Accounts
Each participant's account is credited with the participant's and the
Companies' 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. Effective January 1, 1999, the participants immediately become 100
percent vested in the Companies' contributions made in 1999 and subsequent
years. These changes were made to allow the plan to meet the safe harbor
provisions of IRC 401(k)(12). Prior to January 1, 1999, participants obtained
a vested interest in the Companies' contributions and the earnings thereon at
the rate of two percent per month of plan participation after one year of
service.
AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE B--DESCRIPTION OF THE PLAN--Continued
Any non-vested portion of the Companies' contributions made prior to January
1, 1999 will become 100 percent vested upon retirement, attainment of age 65,
total disability, or death. These changes were made to allow the plan to meet
the safe harbor provisions of IRC 401(k)(12).
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 and the participant is under age 65), a participant will receive a
distribution equal to the vested value of his or her account. 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.
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
Companies' 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 the Companies' future contributions. Participants who
terminate and are reemployed with a participating 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.
Due to the adoption of safe harbor, for years beginning after December 31,
1998, the Companies' contributions are immediately fully vested and
nonforfeitable.
NOTE C--INVESTMENTS
The following presents investments that represent 5 percent or more of the
Plan's net assets.
AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE C--INVESTMENTS--Continued
In thousands
December 31,
1999 1998
American General Corporation
common stock . . . . . . . . . . . . . . . $343,327* $365,932*
American General Life Insurance Company
deposit administration group
annuity contract . . . . . . . . . . . . . 94,861 95,742
American General Series Portfolio Company
Stock Index Fund . . . . . . . . . . . . . 51,150 38,581
*Nonparticipant-directed (See Note D)
The Plan's investments (including gains and losses on investments bought and
sold as well as held during the years) appreciated (depreciated) in value as
follows:
In thousands
Years Ended
December 31,
1999 1998
Mutual funds . . . . . . . . . . . . . $21,258 $ 11,381
Common stock . . . . . . . . . . . . . (10,558) 112,520
Corporate bonds . . . . . . . . . . . (709) 147
$ 9,991 $124,048
NOTE D--NONPARTICIANT-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 . . . . . . . . . $344,003 $365,002
AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE D--NONPARTICIPANT-DIRECTED INVESTMENTS--Continued
Years Ended
December 31,
1999 1998
Changes in net assets
Contributions . . . . . . . . . . . . . . . . . $ 23,925 $ 19,133
Dividends . . . . . . . . . . . . . . . . . . . 7,298 7,148
Interest . . . . . . . . . . . . . . . . . . . 52 42
Net appreciation (depreciation) . . . . . . . . (10,558) 112,520
Merger of USLIFE SIP . . . . . . . . . . . . . . . - 43,052
Merger of WesternSave Plan . . . . . . . . . . . . - 3,461
Benefits paid to participants . . . . . . . . . . (40,179) (29,572)
Interfund transfers . . . . . . . . . . . . . . . (543) (2,136)
Other expenses . . . . . . . . . . . . . . . . . . (994) (866)
$(20,999) $152,782
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.
NOTE E--INVESTMENT CONTRACT WITH INSURANCE COMPANY
The Plan maintains an investment contract with American General Life, a wholly
owned subsidiary of American General. 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 American General Life.
The contract had a guaranteed minimum rate of 6.25%, 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 6.48%
and 6.49%, respectively.
NOTE F--PLAN TERMINATION
Although they have not expressed any intent to do so, the Companies have 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.
AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE G--RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500--Continued
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 . . . . . . . . . . . $554,714 $548,957
Benefits payable to withdrawing participants . . . . (4,353) (7,599)
Net assets available for benefits
per Form 5500 . . . . . . . . . . . . . . . . . . $550,361 $541,358
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 . . . . $ 9,894
Cash . . . . . . . . . . . . . . . . . . . . . . 54,835
Total benefits paid to participants per
the financial statements . . . . . . . . . . 64,729
Benefits payable to withdrawing participants at
year end . . . . . . . . . . . . . . . . . . . . . 4,353
Benefits payable to withdrawing participants at
beginning of year . . . . . . . . . . . . . . . . . (7,599)
Benefits paid to participants per
Form 5500 . . . . . . . . . . . . . . . . . . $61,483
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 EMPLOYEES' THRIFT AND INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE I--PLAN MERGERS
Effective January 1, 1998, the USLIFE Corporation Employee Savings and
Investment Plan (USLIFE SIP) was merged into the Plan. Assets totaling
approximately $86 million, which included 775,806 shares of American General
Corporation common stock, were transferred to the Plan's trust in January
1998. This plan merger was the result of the acquisition of USLIFE
Corporation, made by American General through one of its wholly owned
subsidiaries on June 17, 1997. Participants of the USLIFE SIP were eligible to
participate in the Plan as of January 1, 1998.
Effective March 1, 1998, the Western National Corporation Employees' 401(k)
Retirement Plan (the WesternSave Plan) was merged into the Plan. Assets
totaling approximately $6 million, which included 32,841 shares of American
General Corporation common stock, were transferred to the Plan's trust in
March 1998. The plan merger was the result of American General completing the
acquisition of Western National Corporation on February 25, 1998. Participants
of the WesternSave Plan were eligible to participate in the Plan as of March
1, 1998.
AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE 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: 001
In thousands, except share amounts
Fair
Issuer Description Cost Value
American General 4,524,900 shares of $153,631 $343,327
Corporation* common stock
American General Life Deposit administration ** 94,861
Insurance Company* group annuity contract
American General Series 1,150,978 shares of AGSPC ** 51,150
Portfolio Company* Stock Index Fund
American General Series 1,001,591 shares of AGSPC ** 23,537
Porfolio Company* Growth Fund
Putnam 527,743 shares of Putnam OTC ** 19,532
& Emerging Growth Fund
Participant Notes* Loans issued at interest ** 7,458
rates between 8.25%
and 11.25%
Templeton 654,040 shares of Templeton ** 7,338
Foreign Fund
Vanguard 650,974 shares of Vanguard ** 5,279
Fixed Income Securities
Fund
State Street Bank Short-term investments
& Trust Company* in money-market fund ** 2,484
$153,631 $554,966
*Party in interest
**Cost not required for participant-directed investments
AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN
SCHEDULE H, LINE 4 (j) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
EIN: 74-0483432
PN: 001
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
Bank & Trust
Company S/T Investments $43,336 $ - $43,336 $43,336 $ -
State Street
Bank & Trust
Company S/T Investment - 42,987 42,987 42,987 -
(A) Company Stock 26,511 - 26,511 26,511 -
(A) Company Stock - 38,557 15,090 38,557 23,467
(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 Employees' Thrift and Incentive Plan Administrative Board has
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
AMERICAN GENERAL EMPLOYEES'
THRIFT AND INCENTIVE 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 No. 333-13407) pertaining to the American General Employees' Thrift
and Incentive Plan of our report dated June 9, 2000, with respect to the
financial statements and schedules of the American General Employees' Thrift
and Incentive Plan included in this Annual Report (Form 11-K) for the year
ended December 31, 1999.
ERNST & YOUNG LLP
Houston, Texas
June 22, 2000
