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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): JUNE 22, 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)
2929 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(Address of principal executive offices) (Zip code)
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Registrant's telephone number, including area code: (713) 522-1111
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ITEM 5. OTHER EVENTS.
On June 22, 2000, American General Corporation ("American General")
priced the public offering of 300,000 8 1/2% Capital Trust Pass-through
Securities ("TRUPS") of American General Capital II, a subsidiary trust of
American General, at $994.71 per security. Each TRUPS security will pay
cumulative cash distributions at the annual rate of 8 1/2 % of the stated $1,000
liquidation amount per security, payable semi-annually commencing on January 1,
2001. Closing is scheduled for June 27, 2000, subject to customary closing
conditions. American General will use the proceeds from the offering of
approximately $295 million (after underwriting and other associated costs) to
repay short-term indebtedness. In connection with the issuance of the TRUPS,
American General will issue $309,279,000 principal amount of its 8 1/2% Junior
Subordinated Debentures due 2030 to American General Capital II. The TRUPS will
be issued pursuant to the shelf registration statement filed under the
Securities Act of 1933, as amended, of American General, American General
Capital II and certain other trusts (Registration Statement No. 333-40583, et
seq.).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
1.1 Underwriting Agreement for Preferred Securities of
American General Capital II (incorporated by
reference to the 8-K of American General previously
filed with the Securities and Exchange Commission on
September 8, 1999).
1.2 Pricing Agreement dated June 22, 2000.
4.1 Resolutions establishing terms of 8 1/2% Junior
Subordinated Debentures due 2030.
4.2 Form of 8 1/2% Junior Subordinated Debentures due
2030 (included in Exhibit 4.1).
4.3 Form of Amended and Restated Declaration of Trust of
American General Capital II 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
II.
4.4 Form of Global Certificate for Preferred Securities
of American General Capital II (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: June 27, 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 II (incorporated by reference to the 8-K of
American General previously filed with the Securities and
Exchange Commission on September 8, 1999).
1.2 Pricing Agreement dated June 22, 2000.
4.1 Resolutions establishing terms of 8 1/2% Junior Subordinated
Debentures due 2030.
4.2 Form of 8 1/2% Junior Subordinated Debentures due 2030
(included in Exhibit 4.1).
4.3 Form of Amended and Restated Declaration of Trust of American
General Capital II 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 II.
4.4 Form of Global Certificate for Preferred Securities of American
General Capital II (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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