SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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: December 22, 1996
Home Beneficial Corporation
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(Exact name of registrant as specified in its charter)
Virginia 0-5562 54-0884714
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
3901 West Broad Street, Richmond, Virginia 23230
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(804) 358-8431
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(B) On December 22, 1996, Home Beneficial Corporation (the "Corporation")
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
American General Corporation ("American General") and AGC Life Insurance
Company, a wholly owned subsidiary of American General ("Sub"). The Merger
Agreement provides for the merger (the "Merger") of the Corporation with
and into Sub, subject to the terms and conditions set forth therein.
Pursuant to the terms of the Merger Agreement, each stockholder of the
Corporation will have the right to elect to receive, in exchange for each
share of common stock of the Corporation, shares of common stock of
American General, cash consideration of $39.00 per share of common stock of
the Corporation, or any combination thereof (subject to certain proration
limitations as further described in the Merger Agreement). Total cash
elections by the Corporation's shareholders will be limited to 50 percent
of the aggregate consideration, while stock elections will be limited to 75
percent. The Merger is intended to be a tax-free transaction for all
stockholders of the Corporation who elect stock. The exchange ratio for
American General common stock will be determined by dividing $39.00 by an
average trading price of American General common stock prior to closing and
is subject to a maximum of 1.1143 shares of American General for each Home
Beneficial Corporation common share. The consideration per share may be
reduced by up to $0.55 per share if, and to the extent that, the
Corporation's life insurance subsidiary, Home Beneficial Life Insurance
Corporation, pays a dividend of less than $250 million to the Corporation
prior to the closing of the Merger.
Consummation of the Merger is subject to the approval of the
Corporation's stockholders and certain regulatory authorities, and the
satisfaction or waiver of various other conditions as more fully described in
the Merger Agreement. There can be no assurance that the Merger will be
consummated.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
2 Agreement and Plan of Merger, dated as of December 22, 1996, among American
General Corporation, AGC Life Insurance Company and the Corporation, together
with a list of omitted schedules and exhibits and an undertaking of the
registrant to furnish supplementally a copy of any such omitted schedule or
exhibit to the Securities and Exchange Commission upon request.
99 Press Release, dated December 23, 1996.
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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 here unto duly authorized.
HOME BENEFICIAL CORPORATION
Date: 12/26/96 By /s/ Hugh D. Garnett
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Name: Hugh D. Garnett
Title: Vice President &
Controller
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EXHIBIT INDEX
Exhibit Exhibit
Number Description
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2 Agreement and Plan of Merger, dated as of
December 22, 1996, among American General
Corporation, AGC Life Insurance Company
and the Corporation, together with a list
of omitted schedules and exhibits and an
undertaking of the registrant to furnish
supplementally a copy of any such omitted
schedule or exhibit to the Securities and
Exchange Commission upon request
99 Press Release, dated December 23, 1996.