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EXHIBIT 1.2
PRICING AGREEMENT
SALOMON SMITH BARNEY INC.
BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.
DONALDSON, LUFKIN & JENRETTE SECURITIES
CORPORATION
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
c/o Salomon Smith Barney Inc.
390 Greenwich Street
New York, New York 10013
June 22, 2000
Ladies and Gentlemen:
American General Capital II, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), and American General
Corporation, a Texas corporation, as sponsor of the Trust and as guarantor (the
"Company"), propose, subject to the terms and conditions stated herein and in
the Underwriting Agreement (a form of which was filed as an exhibit to the
registration statement filed by the Trust, certain other trusts and the Company
on Form S-3 (Nos. 333-40583, 333-40583-01, 333-40583-02, 333-40583-03 and
333-40583-04)) attached hereto (the "Underwriting Agreement"), to issue and sell
to each of you (the "Underwriters") the number of Preferred Securities specified
in Schedule I hereto.
If so specified in Schedule II hereto, the Preferred Securities are
exchangeable into Junior Subordinated Debentures of the Company or other
property or securities specified in Schedule II hereto. The Preferred Securities
will be guaranteed by the Company on a limited basis as to the payment of
Distributions and as to payments on liquidation or redemption (the "Guarantee").
Each of the provisions of the Underwriting Agreement is incorporated
herein by reference in its entirety, and shall be deemed to be a part of this
Pricing Agreement to the same extent as if such provisions had been set forth in
full herein; and each of the representations and warranties set forth therein
shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 1 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented with respect to the offering of the Preferred
Securities. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined.
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An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the offering of the Preferred
Securities, in the form heretofore delivered to you, is now proposed to be filed
with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Trust agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Trust, at the time and place and
at the purchase price set forth in Schedule II hereto, the number of Preferred
Securities set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us one counterpart hereof for the Trust and one for the Company,
one for each of the Underwriters and one for each counsel, and upon acceptance
hereof by the Underwriters, this letter and such acceptance hereof, including
the provisions of the Underwriting Agreement incorporated herein by reference,
shall constitute a binding agreement between each of the Underwriters and the
Trust and the Company. It is understood that your acceptance of this letter on
behalf of each of the Underwriters is or will be pursuant to the authority set
forth in a form of Agreement Among Underwriters, the form of which shall be
submitted to the Trust and the Company for examination, upon request, but
without warranty on the part of Salomon Smith Barney Inc. as to the authority of
the signers thereof.
[THIS SPACE INTENTIONALLY LEFT BLANK.]
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Very truly yours,
AMERICAN GENERAL CAPITAL II,
By: AMERICAN GENERAL CORPORATION,
as sponsor
By:
---------------------------------
Name:
Title:
AMERICAN GENERAL CORPORATION
By:
-------------------------------------
Name:
Title:
Accepted as of the date hereof:
SALOMON SMITH BARNEY INC.
BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.
DONALDSON, LUFKIN & JENRETTE SECURITIES
CORPORATION
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By: SALOMON SMITH BARNEY INC.
By:
-------------------------------
Authorized Signatory
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SCHEDULE I
AMOUNT OF
PREFERRED SECURITIES
UNDERWRITER TO BE PURCHASED
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Salomon Smith Barney Inc. ................................ $165,000,000
Banc of America Securities LLC............................ 33,750,000
Chase Securities Inc. .................................... 33,750,000
Donaldson, Lufkin & Jenrette Securities Corporation....... 33,750,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated........ 33,750,000
------------
Total............................ $300,000,000
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SCHEDULE II
PREFERRED SECURITIES
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Title of Preferred Securities: 8 1/2% Capital Trust Pass-through Securities ("TruPS")
Number of Preferred Securities: 300,000
Distribution Payments: Semi-annually, on January 1 and July 1 in each year, commencing January 1,
2001, at an annual rate of 8 1/2% of the liquidation amount of $1,000 per
Preferred Security.
Record Dates: As long as the Preferred Securities are represented by a global security,
the record date for the payment of distributions will be one business day
before the relevant payment date. If the Preferred Securities are ever
issued in certificated form, the record date for the payment of
distributions will be the 15th day of the last month of each semi-annual
distribution period, even if that day is not a business day.
Liquidation Amount: $1,000 per Preferred Security, plus accumulated and unpaid distributions
to the date of payment.
Exchange Provisions: If the Company, as the sponsor of the Trust, exercises its right to dissolve
the Trust at any time, the Trust will be liquidated by distribution of the
Junior Subordinated Debentures to holders of the Preferred Securities and
the Common Securities.
Redemption Provisions: Redeemable when the Junior Subordinated Debentures are paid, either at
maturity on July 1, 2030, or upon early redemption as described in the
Prospectus Supplement.
Initial Offering Price to Public: $994.71 per Preferred Security, plus accumulated distributions from June
27, 2000, if settlement occurs after that date.
Purchase Price by Underwriters: $994.71 per Preferred Security, plus accumulated distributions from June
27, 2000, if settlement occurs after that date.
Underwriters' Compensation: $10.00 per Preferred Security.
Method of and Specified Funds
for Payment of Purchase Price
and Underwriters' Compensation: By wire transfer to bank accounts specified by the Trust and the
Underwriters in same day funds.
Form of Preferred Securities: Book-entry-only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian, to be made available for checking by the
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Underwriters at least twenty-four hours prior to each Time of Delivery
at the office of DTC.
Securities Exchange: None.
Time of Delivery: 10:00 a.m. (New York City time), June 27, 2000.
Closing Location: Brown & Wood LLP
One World Trade Center
New York, New York 10048
Underwriters: Salomon Smith Barney Inc.
Banc of America Securities LLC
Chase Securities Inc.
Donaldson, Lufkin & Jenrette Securities Corporation
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Lead Underwriter: Salomon Smith Barney Inc.
Address for Notices, etc.: 390 Greenwich Street
New York, New York 10013
Attention: John Dickey
JUNIOR SUBORDINATED DEBENTURES
Title of Junior Subordinated
Debentures: 8 1/2% Junior Subordinated Debentures due 2030
Aggregate Principal Amount: $309,279,000
Interest Payments: Semi-annually, on January 1 and July 1 in each year, commencing January 1,
2001, at an annual rate of 8 1/2% of the principal amount of $1,000 per
Junior Subordinated Debenture.
Record Dates: As long as the Preferred Securities (or, if the Junior Subordinated
Debentures are distributed to the holders of the Preferred Securities,
then the Junior Subordinated Debentures are represented by a global
security, the record date for the payment of interest on the Junior
Subordinated Debentures will be one business day before the relevant
payment date. If the Preferred Securities (or, if the Junior Subordinated
Debentures are distributed to the holders of the Preferred Securities,
then the Junior Subordinated Debentures) are ever issued in certificated
form, the record date for the payment of
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interest will be the 15th day of the last month of each semi-annual
interest period, even if that day is not a business day.
Maturity Date: July 1, 2030
Redemption Provisions: Redeemable at maturity on July 1, 2030 or upon early redemption as
described in the Prospectus Supplement.
Sinking Fund Provisions: None.
Extension Provisions: The Company may, on one or more occasions, defer interest payments
on the Junior Subordinated Debentures for up to 10 consecutive
semi-annual periods (but not beyond July 1, 2030) unless an
event of default under the Junior Subordinated Debentures has
occurred and is continuing.
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