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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMERICAN GENERAL CAPITAL III
AMERICAN GENERAL CORPORATION
(Exact name of registrants as specified in their charters)
DELAWARE 76-6166945
TEXAS 74-0483432
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2929 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class to on which each class
be so registered is to be registered
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8.05% Trust Preferred Securities American
General Capital III (including the related
guarantee of American General Corporation) New York Stock Exchange
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instructions A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file numbers to which this form relates:
333-40583, 333-40583-01, 333-40583-02, 333-40583-03 and 333-40583-04.
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby is the 8.05% Trust
Preferred Securities (the "Preferred Securities") of American General Capital
III, a statutory business trust created under the Delaware Business Trust Act
(the "Trust"), including the related guarantee thereof (the "Guarantee") by
American General Corporation, a Texas corporation ("American General").
For a description of the Preferred Securities, the Guarantee and the
related junior subordinated debentures of American General, reference is made to
the description of the Preferred Securities, the Guarantee and the related
junior subordinated debentures included in the prospectus dated February 10,
1998, and prospectus supplement dated November 30, 2000, filed with the
Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act
of 1933, in connection with the Registration Statement on Form S-3 of American
General, the Trust and certain other trusts (File Nos. 333-40583, 333-40583-01,
333-40583-02, 333-40583-03 and 333-40583-04) (the "S-3 Registration Statement").
Such prospectus and prospectus supplement are incorporated herein by reference.
ITEM 2. EXHIBITS.
1. Certificate of Trust of American General Capital III (incorporated by
reference to Exhibit 4(r) to the S-3 Registration Statement).
2. Amended and Restated Declaration of Trust of American General Capital III
dated as of December 7, 2000.
3. Form of Global Certificate for Preferred Securities (included in
Exhibit 2).
4. Preferred Securities Guarantee Agreement dated as of December 7, 2000.
5. Junior Subordinated Indenture dated as of November 15, 1997, between
American General and Bankers Trust Company, as trustee.
6. Resolutions establishing the terms of the 8.05% Junior Subordinated
Debentures due 2049 (incorporated by reference to Exhibit 4.1 to American
General's Current Report on Form 8-K filed December 7, 2000).
7. Form of 8.05% Junior Subordinated Debentures due 2049 (included in
Exhibit 6).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrants have duly caused this registration
statement to be signed on their behalf by the undersigned, thereto duly
authorized.
AMERICAN GENERAL CAPITAL III
By: /s/ C. JEFFREY GAY
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Name: C. Jeffrey Gay
Title: Administrative Trustee
AMERICAN GENERAL CORPORATION
By: /s/ C. JEFFREY GAY
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Name: C. Jeffrey Gay
Title: Vice President and Assistant Treasurer
Date: December 15, 2000
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
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<S> <C>
1 Certificate of Trust of American General Capital III (incorporated
by reference to Exhibit 4(r) to the S-3 Registration Statement).
2 Amended and Restated Declaration of Trust of American General
Capital III dated as of December 7, 2000.
3 Form of Global Certificate for Preferred Securities (included in
Exhibit 2).
4 Preferred Securities Guarantee Agreement dated as of December 7,
2000.
5 Junior Subordinated Indenture dated as of November 15, 1997, between
American General and Bankers Trust Company, as trustee.
6 Resolutions establishing the terms of the 8.05% Junior Subordinated
Debentures due 2049 (incorporated by reference to Exhibit 4.1 to
American General's Current Report on Form 8-K filed
December 7, 2000).
7 Form of 8.05% Junior Subordinated Debentures due 2049 (included in
Exhibit 6).
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