SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
____________________
AMENDMENT NO. 1
TO
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
American General Corporation Texas 74-0483432
American General Capital, L.L.C. Delaware 51-0366270
(Exact name of each registrant (State of Incorporation (I.R.S. Employer
as specified in its charter) or organization) Identification No.)
American General Corporation American General Capital, L.L.C.
2929 Allen Parkway 2099 South Dupont Avenue
Houston, Texas 77019-2155 Dover, Delaware 19901
(Address, including zip code, of each registrant's principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
American General Capital, L.L.C. New York Stock Exchange, Inc.
8 1/8% Cumulative Monthly Income
Preferred Securities, Series B
(liquidation preference
$25 per security)
Securities to be registered pursuant to Section 12(g) of the Act:
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Item 1. Description of Registrant's Securities to be Registered.
The securities registered consist of 8 1/8% Cumulative Monthly Income
Preferred Securities, Series B (liquidation preference $25 per
security) (the "MIPS") of American General Capital, L.L.C., a limited
liability company formed under the laws of the State of Delaware and
directly or indirectly owned by American General Corporation. The
MIPS are described in the American General Capital, L.L.C. Prospectus
dated May 23, 1995 filed with the Securities and Exchange Commission
(the "Commission") on May 26, 1995 (Registration Nos. 33-58317, 33-
58317-01 and 33-58317-02) and are further described in the American
General Capital, L.L.C. Prospectus Supplement dated August 24, 1995
filed with the Commission on August 28, 1995 pursuant to Rule 424(b)
promulgated under the Securities Act of 1933, as amended. Such
Prospectus and Prospectus Supplement are incorporated herein by
reference.
Item 2. Exhibits.
I.1.a. Form of the Terms of the 8 1/8% Cumulative Monthly Income
Preferred Securities, Series B of American General Capital,
L.L.C. (incorporated herein by reference to Exhibit 4(b) to
Registrants' Current Report on Form 8-K dated August 25,
1995).
I.2.b. Form of Amended and Restated Limited Liability Company
Agreement of American General Capital, L.L.C. (incorporated
herein by reference to Exhibit 4(n) to Registrants'
Amendment No. 5 to Form S-3 Registration Statement
(Registration Nos. 33-58317, 33-58317-01 and 33-58317-02)
filed with the Commission on May 22, 1995).
I.2.c. Form of Guarantee with respect to Preferred Securities of
American General Capital, L.L.C. (incorporated herein by
reference to Exhibit 4(q) to Registrants' Amendment No. 5
to Form S-3 Registration Statement (Registration Nos.
33-58317, 33-58317-01 and 33-58317-02) filed with the
Commission on May 22, 1995).
I.2.d. American General Delaware, L.L.C./American General Capital,
L.L.C. Prospectus dated May 23, 1995 relating to an offering
of up to $1,250,000,000 in Preferred Securities (filed with
the Commission on May 26, 1995 (Registration Nos. 33-58317,
33-58317-01 and 33-58317-02) and incorporated herein by
reference).
I.2.e. American General Capital, L.L.C. Prospectus Supplement dated
August 24, 1995 to Prospectus dated May 23, 1995, relating
to the 8 1/8% Cumulative Monthly Income Preferred
Securities, Series B of American General Capital, L.L.C.
(filed with the Commission on August 28, 1995 pursuant to
Rule 424(b) and incorporated herein by reference).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized.
AMERICAN GENERAL CORPORATION
(Registrant)
By: /S/ AUSTIN P. YOUNG
Austin P. Young
Senior Vice President and
Chief Financial Officer
Date: August 28, 1995
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.
AMERICAN GENERAL CAPITAL, L.L.C.
(Registrant)
By: American General Delaware Management
Corporation, as Manager
By: /S/ KENT E. BARRETT
Kent E. Barrett
Vice President and Treasurer
Date: August 28, 1995
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EXHIBIT INDEX
Exhibit
Number Document
I.1.a. Form of the Terms of the 8 1/8% Cumulative Monthly Income
Preferred Securities, Series B of American General Capital, L.L.C.
(incorporated herein by reference to Exhibit 4(b) to Registrants'
Current Report on Form 8-K dated August 25, 1995).
I.2.b. Form of Amended and Restated Limited Liability Company Agreement
of American General Capital, L.L.C. (incorporated herein by
reference to Exhibit 4(n) to Registrants' Amendment No. 5 to
Form S-3 Registration Statement (Registration Nos. 33-58317,
33-58317-01 and 33-58317-02) filed with the Commission on May 22,
1995).
I.2.c. Form of Guarantee with respect to Preferred Securities of American
General Capital, L.L.C. (incorporated herein by reference to
Exhibit 4(q) to Registrants' Amendment No. 5 to Form S-3
Registration Statement (Registration Nos. 33-58317, 33-58317-01
and 33-58317-02) filed with the Commission on May 22, 1995).
I.2.d. American General Delaware, L.L.C./American General Capital, L.L.C.
Prospectus dated May 23, 1995 relating to an offering of up to
$1,250,000,000 in Preferred Securities (filed with the Commission
on May 26, 1995 (Registration Nos. 33-58317, 33-58317-01 and
33-58317-02) and incorporated herein by reference).
I.2.e. American General Capital, L.L.C. Prospectus Supplement dated
August 24, 1995 to Prospectus dated May 23, 1995, relating to the
8 1/8% Cumulative Monthly Income Preferred Securities, Series B of
American General Capital, L.L.C. (filed with the Commission on
August 28, 1995 pursuant to Rule 424(b) and incorporated herein by
reference).
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