AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 2006
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
AMERICAN GENERAL FINANCE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<Table>
INDIANA 35-0416090
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
ORGANIZATION)
</Table>
---------------------
601 N.W. SECOND STREET
EVANSVILLE, INDIANA 47708
(812) 424-8031
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------------
THOMAS D. GRABER, ESQ.
AMERICAN GENERAL FINANCE CORPORATION
P.O. BOX 59
EVANSVILLE, INDIANA 47701
(812) 424-8031
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPY TO:
JOHN H. NEWMAN, ESQ.
SIDLEY AUSTIN LLP
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined in
light of market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box. [X]
If this form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED BE REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE
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Debt Securities(1)........................ (2) (2) (3)
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- ---------------------------------------------------------------------------------------------------------------------------------
</Table>
(1) This Registration Statement also registers delayed delivery contracts which
may be issued by the registrant under which the counterparty may be required
to purchase Debt Securities.
(2) An unspecified amount of Debt Securities is being registered. The registrant
is relying on Rule 456(b) and Rule 457(r).
(3) Deferred in reliance upon Rule 456(b) and Rule 457(r), except for $1,190,600
that has already been paid with respect to $10,168,114,000 aggregate initial
offering price of securities that were previously registered pursuant to
Registration Statement Nos. 333-110318 and 333-126535, which were filed on
November 7, 2003 and July 12, 2005, respectively, and declared effective on
December 3, 2003 and July 29, 2005, respectively, and were not sold
thereunder. Pursuant to Rule 457(p) under the Securities Act, such
unutilized filing fees may be applied to the filing fee payable pursuant to
this Registration Statement.
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PROSPECTUS
AMERICAN GENERAL FINANCE CORPORATION
DEBT SECURITIES
---------------------
We may sell our debt securities at one or more times. The debt securities
will be our direct unsecured obligations and will rank equally with all of our
other unsecured and unsubordinated indebtedness.
We may sell the debt securities in multiple series with the terms of each
series to be determined at the time of sale. We will provide the specific terms
of the series of debt securities being offered at any time in one or more
supplements to this prospectus. This prospectus may be used to offer and sell
debt securities only if accompanied by a prospectus supplement. You should read
carefully both this prospectus and any prospectus supplement before you invest.
---------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
---------------------
THE DATE OF THIS PROSPECTUS IS JULY 26, 2006.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, or SEC, using a "shelf" registration
process. Under this shelf process, we may sell debt securities in one or more
offerings. This prospectus provides you with a general description of the debt
securities. Each time we offer to sell any of the debt securities, we will
provide a prospectus supplement that will contain specific information about the
terms of that offering and the debt securities being offered. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read this prospectus and the applicable prospectus
supplement together with the registration statement and its exhibits and the
additional information described under the headings "Where You Can Find More
Information" and "Incorporation of Information We File with the SEC".
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, current and special reports and other
information with the SEC. Our SEC filings, including the registration statement,
the indenture under which the debt securities are to be issued and other
information about us, are available to the public over the Internet at the SEC's
web site at http://www.sec.gov. The address of the SEC's web site is provided
solely for the information of prospective investors and is not intended to be an
active link. You may read and copy any document we file by visiting the SEC's
public reference room in Washington, D.C. The SEC's address in Washington, D.C.
is 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information about the public reference room.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to "incorporate by reference" into this prospectus some
of the information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus. We
incorporate by reference the following documents (other than information
contained in the documents that is deemed not to be filed):
-- our Annual Report on Form 10-K for the fiscal year ended December 31,
2005;
-- our Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2006;
-- our Current Report on Form 8-K filed with the SEC on March 24, 2006;
-- any other documents that we file with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to
the termination of the offering being made by this prospectus; and
-- the indenture under which the debt securities are to be issued, which
is incorporated by reference as an exhibit to the registration
statement that contains this prospectus.
Some of the information in our later SEC filings will update and supersede
information in this prospectus and in our prior SEC filings.
You may request a copy of any document we incorporate by reference
(excluding exhibits, unless specifically incorporated by reference into such
documents), at no cost, by writing us at 601 N.W. Second Street, Evansville,
Indiana 47708, Attention: Treasury Department. You may also telephone our
Treasury Department at (812) 424-8031.
---------------------
You should rely only on the information contained or incorporated by
reference in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. If anyone
provides you with different information, you should not rely on it. We are only
offering these debt securities in jurisdictions where the offer is permitted.
You should not assume that the information in this prospectus or in any
prospectus supplement is accurate as of any date other than the date on the
front of those documents. Our business, financial condition and results of
operations may have changed since that date.
2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference may include,
and our officers and representatives may from time to time make, statements
which may constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are not
historical facts but instead represent only our belief regarding future events,
many of which are inherently uncertain and outside of our control. These
statements may address, among other things, our strategy for growth, product
development, regulatory approvals, market position, financial results and
reserves. Our actual results and financial condition may differ from the
anticipated results and financial condition indicated in these forward-looking
statements. The important factors, many of which are outside of our control,
which could cause our actual results to differ, possibly materially, include,
but are not limited to, the following:
-- changes in general economic conditions, including the interest rate
environment in which we conduct business and the financial markets
through which we access capital and invest cash flows from the
insurance business segment;
-- changes in the competitive environment in which we operate, including
the demand for our products, customer responsiveness to our
distribution channels and the formation of business combinations
among our competitors;
-- the effectiveness of our credit risk scoring models in assessing the
risk of customer unwillingness or inability to repay;
-- shifts in collateral values, contractual delinquencies and credit
losses;
-- levels of unemployment and personal bankruptcies;
-- our ability to access capital markets and maintain our credit rating
position;
-- changes in laws, regulations, or regulator policies and practices
that affect our ability to conduct business or the manner in which we
conduct business, such as licensing requirements, pricing limitations
or restrictions on the method of offering products;
-- the costs and effects of any litigation or governmental inquiries or
investigations that are determined adversely to us;
-- changes in accounting standards or tax policies and practices and the
application of such new policies and practices to the manner in which
we conduct business;
-- our ability to integrate the operations of any acquisitions into our
businesses;
-- changes in our ability to attract and retain employees or key
executives to support our businesses;
-- natural or accidental events such as earthquakes, hurricanes,
tornadoes, fires, or floods affecting our customers and collateral
and our branches or other operating facilities; and
-- war, acts of terrorism, riots, civil disruption, pandemics, or other
events disrupting business or commerce.
We also direct you to other risks and uncertainties discussed in other
documents we file with the SEC, including in "Item 1A. Risk Factors" in Part I
of our Annual Report on Form 10-K for the fiscal year ended December 31, 2005.
We are under no obligation (and expressly disclaim any obligation) to update or
alter any forward-looking statement, whether written or oral, that we may make
from time to time, whether as a result of new information, future events or
otherwise.
3
AMERICAN GENERAL FINANCE CORPORATION
We are a financial services holding company with subsidiaries engaged in
the consumer finance and credit insurance businesses.
We were incorporated in Indiana in 1927 as successor to a business started
in 1920. All of our common stock is owned by American General Finance, Inc., an
Indiana corporation. American General Finance, Inc. is an indirect wholly-owned
subsidiary of American International Group, Inc., or AIG, a Delaware
corporation. AIG is a holding company which, through its subsidiaries, is
engaged in a broad range of insurance and insurance-related activities,
financial services and asset management in the United States and abroad.
At December 31, 2005, we had 1,453 branch offices in 44 states, Puerto Rico
and the U.S. Virgin Islands and approximately 9,700 employees. Our principal
executive offices are located at 601 N.W. Second Street, Evansville, Indiana
47708, and our telephone number is (812) 424-8031.
USE OF PROCEEDS
Unless the applicable prospectus supplement states otherwise, we will use
the net proceeds we receive from the sale of the debt securities:
-- to repay debt;
-- to make loans to customers;
-- to purchase receivables; and/or
-- for other general corporate purposes.
We may temporarily invest the net proceeds in short-term marketable
securities to earn income until we use the funds for these purposes.
4
SELECTED FINANCIAL INFORMATION
We have derived the following selected financial information from our
consolidated financial statements as of and for each of the years ended December
31, 2005, 2004, 2003 and 2002, which were audited by PricewaterhouseCoopers LLP,
and as of and for the year ended December 31, 2001, which were audited by other
independent auditors, and from our unaudited consolidated financial statements
as of and for the three-month periods ended March 31, 2006 and March 31, 2005
(Restated). You should read this information in conjunction with the
consolidated financial statements and related notes and other financial
information, including "Management's Discussion and Analysis of Financial
Condition and Results of Operations", contained in the documents incorporated by
reference in this prospectus. See "Where You Can Find More Information". The
results for the three months ended March 31, 2006 are not necessarily indicative
of the results that may be achieved for the full year ending December 31, 2006.
<Table>
<Caption>
THREE MONTHS
THREE MONTHS ENDED YEARS ENDED DECEMBER 31,
ENDED MARCH 31, 2005 --------------------------------------------------------------
MARCH 31, 2006 (RESTATED)(A) 2005 2004 2003 2002 2001
-------------- -------------- ---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
Revenues:
Finance charges..... $588,171 $531,324 $2,263,985 $1,917,288 $1,712,094 $1,678,923 $1,668,613
Insurance........... 39,107 42,509 161,033 176,840 181,642 191,230 195,393
Net service fees
from affiliates... 51,153 59,992 313,936 191,373 48,318 3,094 --
Investment.......... 22,737 20,922 81,654 91,918 82,115 85,819 86,662
Other............... 20,511 46,091 77,904 43,081 138,204 21,908 24,868
-------- -------- ---------- ---------- ---------- ---------- ----------
Total revenues........ 721,679 700,838 2,898,512 2,420,500 2,162,373 1,980,974 1,975,536
-------- -------- ---------- ---------- ---------- ---------- ----------
Expenses:
Interest expense.... 254,086 190,509 866,203 626,401 538,858 553,877 620,487
Operating expenses:
Salaries and
benefits........ 144,207 130,449 533,182 491,050 406,807 309,214 293,991
Other operating
expenses........ 76,281 73,639 296,221 280,699 268,821 241,973 235,975
Provision for
finance receivable
losses............ 31,992 63,217 326,720 264,718 308,451 296,365 284,735
Insurance losses and
loss adjustment
expenses.......... 15,809 17,148 66,347 76,681 67,849 83,275 88,111
Other charges....... -- -- -- -- -- -- 58,020(b)
-------- -------- ---------- ---------- ---------- ---------- ----------
Total expenses........ 522,375 474,962 2,088,673 1,739,549 1,590,786 1,484,704 1,581,319
-------- -------- ---------- ---------- ---------- ---------- ----------
Income before
provision for income
taxes............... 199,304 225,876 809,839 680,951 571,587 496,270 394,217
Provision for income
taxes............... 73,483 82,421 294,989 210,964 208,014 146,775 141,426
-------- -------- ---------- ---------- ---------- ---------- ----------
Net income............ $125,821 $143,455 $ 514,850 $ 469,987 $ 363,573 $ 349,495 $ 252,791
======== ======== ========== ========== ========== ========== ==========
</Table>
5
<Table>
<Caption>
DECEMBER 31,
MARCH 31, 2005 -------------------------------------------------------------------
MARCH 31, 2006 (RESTATED)(A) 2005 2004 2003 2002 2001
-------------- -------------- ----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS)
Net finance
receivables........ $23,020,514 $21,079,938 $22,869,757 $19,739,886 $14,838,489 $13,574,338 $11,718,580
Total assets......... 25,870,451 23,479,343 25,659,878 22,093,808 16,771,141 15,400,722 13,447,626
Short-term debt...... 4,545,607 3,958,603 3,492,014 4,002,472 3,184,529 3,061,141 4,578,637
Long-term debt
(including current
portion)........... 17,220,692 15,586,553 18,092,860 14,481,059 10,686,887 9,566,256 6,300,171
Total shareholder's
equity............. 3,191,159 2,888,681 3,180,725 2,732,473 2,051,429 1,809,928 1,545,927
</Table>
- ---------------
(a) The restatement related to the correction of errors in our accounting for
four cross currency swaps designated as hedges of our foreign currency
denominated debt. For a further description of the restatement, please refer
to our Annual Report on Form 10-K for the fiscal year ended December 31,
2005 which is incorporated by reference in this prospectus.
(b) In September 2001, we recorded one-time charges totaling $58.0 million,
resulting from AIG's and our joint assessment of the business environment
and post business combination plans. These charges recognized that certain
assets had no future economic benefit or ability to generate future
revenues.
RATIO OF EARNINGS TO FIXED CHARGES
Our historical consolidated ratios of earnings to fixed charges for each of
the periods indicated were as follows:
<Table>
<Caption>
THREE MONTHS ENDED YEARS ENDED DECEMBER 31,
THREE MONTHS ENDED MARCH 31, 2005 ------------------------------------------------------------------------
MARCH 31, 2006 (RESTATED) 2005 2004 2003 2002 2001
- ------------------ ------------------ ------------ ------------ ------------ ------------ ------------
1.77 2.16 1.92 2.06 2.03 1.87 1.62
</Table>
For purposes of calculating the ratio of earnings to fixed charges,
earnings consist of income before provision for income taxes, plus fixed
charges. Fixed charges consist of interest expense on debt and a portion of rent
that is considered interest.
6
DESCRIPTION OF DEBT SECURITIES
The debt securities will be issued under an indenture dated as of May 1,
1999 between us and Wilmington Trust Company (successor trustee to Citibank,
N.A.), as Trustee. As used in this prospectus, "debt securities" means the
securities that we issue and that the Trustee or its agent (Citibank, N.A.)
authenticates under the indenture. Capitalized terms used but not defined under
this caption of the prospectus have the meanings given to them in the indenture.
We have summarized selected terms and provisions of the indenture below.
The following summary of the material provisions of the indenture is not
complete and is subject to, and is qualified in its entirety by reference to,
all provisions of the indenture. In the summary, we have included references to
section numbers of the indenture so that you can easily locate the summarized
provisions. If you would like more information on any of these provisions, you
should read the relevant sections of the indenture. See "Where You Can Find More
Information" and "Incorporation of Information We File with the SEC".
The indenture allows us to issue debt securities in bearer form. Because we
do not intend to issue debt securities in bearer form under this prospectus, we
have not described the related provisions of the indenture. If we elect to issue
debt securities in bearer form, we will describe the related provisions of the
indenture in the prospectus supplement relating to the applicable series of debt
securities.
TERMS OF DEBT SECURITIES
The prospectus supplement relating to a series of debt securities being
offered will include the specific terms of those debt securities and may include
modifications of or additions to the general terms described in this prospectus.
The specific terms will include some or all of the following:
-- the title of the debt securities;
-- the aggregate principal amount of the debt securities, and whether
the principal amount will be determined with reference to an index,
formula or other method;
-- if other than U.S. dollars, the currency in which payment of the
principal of, and interest on, the debt securities will be payable;
-- the percentage of their principal amount at which the debt securities
will be issued and, in the case of Original Issue Discount
Securities, the principal amount that will be payable if their
maturity is accelerated;
-- the date or dates on which the principal of the debt securities will
be payable, or the manner in which the payment date or dates will be
determined;
-- whether the debt securities will bear interest at a fixed or variable
rate and, as applicable:
-- the interest rate or the manner in which the interest rate is
determined,
-- the date from which interest will accrue,
-- the record and interest payment dates for the debt securities, and
-- the first interest payment date;
-- the places where payments on the debt securities will be made (if
other than New York City) and where the debt securities may be
surrendered for registration of transfer or exchange;
-- any provision that would obligate or permit us to repurchase, redeem
or repay some or all of the debt securities;
-- whether the debt securities will be issued in the form of one or more
global debt securities and, if so, the identity of the depositary for
the global debt securities;
-- any deletions from, modifications of or additions to the Events of
Default or our covenants with respect to the debt securities; and
-- any other material terms of the debt securities.
The indenture does not limit the amount of debt securities we may issue
under it. It permits us to issue debt securities from time to time in one or
more series, in an aggregate principal amount authorized by us before each
issuance. We may issue multiple series of debt securities with different terms
or "reopen" a previous series of debt securities and issue additional debt
securities of that series. Section 301 of the indenture.
7
Unless the applicable prospectus supplement states otherwise, we will issue
debt securities in denominations of $1,000 and multiples of $1,000. We may issue
debt securities denominated in foreign currencies, in each case as specified in
the applicable prospectus supplement. Section 302 of the indenture.
Unless the applicable prospectus supplement states otherwise, you may
transfer or exchange fully registered securities at the corporate trust office
of the Trustee or at any other office maintained for that purpose. There will be
no service charge for any transfer or exchange of debt securities, but we may
require a payment to cover any tax or other governmental charge related to the
transfer or exchange, other than exchanges pursuant to the indenture not
involving any transfer. Section 305 of the indenture.
One or more series of debt securities may provide that if their maturity is
accelerated under the indenture, the amount due and payable will be less than
their stated principal amount. These are referred to as "Original Issue Discount
Securities". Section 101 of the indenture. An Original Issue Discount Security
would be issued at a discount from its stated principal amount and would bear
interest at a below-market rate or not at all. Under applicable federal income
tax laws and regulations, if a debt security is issued at a discount and the
amount of discount exceeds a de minimis amount, then regardless of whether the
debt security meets the indenture's definition of "Original Issue Discount
Security", the holder of the debt security would be required to include amounts
in gross income for federal income tax purposes before receiving the related
cash. The prospectus supplement relating to any debt securities subject to these
laws and regulations will describe the federal income tax consequences and other
special considerations that you should consider before purchasing them.
Unless the applicable prospectus supplement states otherwise, we will pay
the principal of, and any premium or interest on, debt securities issued in
certificated form at a designated office of the Trustee in New York City. At our
option, we may pay interest by check, wire transfer or any other means permitted
under the terms of the debt securities. Unless otherwise stated in the
applicable prospectus supplement, we will pay interest by check mailed to the
persons in whose names the debt securities are registered on the applicable
record dates. Payments on global debt securities will be made to the depositary
or its nominee in accordance with the then-existing arrangements between the
paying agent(s) for the global debt securities and the depositary. See
"-- Global Debt Securities". Sections 307 and 1002 of the indenture.
RANKING
The debt securities will be our unsecured and unsubordinated obligations
and will rank equally with all of our other unsecured and unsubordinated
outstanding indebtedness. All debt securities issued under the indenture will
rank equally with each other, including other debt securities previously issued
under the indenture.
The indenture does not limit the amount of indebtedness that we may incur.
Unless the applicable prospectus supplement states otherwise, the debt
securities will not benefit from any covenant or other provision that would
afford holders of the debt securities protection in the event of a
highly-leveraged transaction or other transaction that may adversely affect
holders of the debt securities, except as described under "-- Limitations on
Liens" and "-- Merger and Consolidation".
Because we are a holding company and conduct our operations through our
Subsidiaries, holders of the debt securities will generally have a junior
position to claims of creditors of our operating Subsidiaries, except to the
extent that our claims as a creditor of our Subsidiaries may be recognized.
LIMITATIONS ON LIENS
The indenture provides that neither we nor any of our Subsidiaries may
create, assume or allow to exist, except in favor of us or one of our
Wholly-owned Subsidiaries, any Mortgage on any of our property or their
property, unless the debt securities will be secured equally and ratably. This
restriction does not apply to, among other things:
-- any Mortgage existing on May 1, 1999;
-- any Mortgage on properties or assets, in addition to those otherwise
permitted, securing Indebtedness which at the time incurred does not,
together with all other Indebtedness so secured and not otherwise
permitted, exceed in the aggregate 10% of Consolidated Net Worth;
8
-- any Mortgage on properties or assets securing Indebtedness of any
Subsidiary, created in the ordinary course of business by the
Subsidiary, if, as a matter of practice, the Subsidiary, before
becoming a Subsidiary, had incurred Indebtedness on a secured basis;
-- any Mortgage on our property or the property of any of our
Subsidiaries if the principal amount of the Indebtedness securing the
Mortgage does not exceed 75% of the cost of the property and if the
Mortgage is:
-- a Mortgage on property acquired or constructed by us or any of our
Subsidiaries after May 1, 1999, which Mortgage is:
-- a purchase money Mortgage created to secure the purchase price
of the property (or to secure Indebtedness incurred for the
purpose of financing the acquisition or construction of the
property), or
-- a Mortgage existing on the property at the time we acquired it,
or
-- a Mortgage existing on any property of any corporation at the time
it becomes a Subsidiary, or
-- a Mortgage with respect to property acquired after May 1, 1999;
-- refundings or extensions of any permitted Mortgage; and
-- any Mortgage created by us or any Subsidiary in connection with a
transaction intended by us or the Subsidiary to be one or more sales
of properties or assets, provided that the Mortgage only applies to
the properties or assets involved in the sale or sales, the income
from those properties or assets and/or the proceeds of those
properties or assets.
Section 1007 of the indenture.
"Mortgage" means any mortgage, pledge, lien, security interest, conditional
sale or other title retention agreement or other similar encumbrance. Section
101 of the indenture.
EVENTS OF DEFAULT, NOTICE AND WAIVER
Unless otherwise indicated in the prospectus supplement relating to a
particular series of debt securities, if an Event of Default with respect to any
debt securities of any series occurs and is continuing, the Trustee or the
holders of at least 25% in aggregate principal amount of the outstanding debt
securities of that series may declare, by notice as provided in the indenture,
the principal amount, or a lesser amount if provided for in the debt securities
of that series, of all the debt securities of that series due and payable
immediately. However, in the case of an Event of Default involving certain
events in bankruptcy, insolvency or reorganization, acceleration will occur
automatically. If all Events of Default with respect to debt securities of that
series have been cured or waived, and all amounts due otherwise than because of
the acceleration have been paid or deposited with the Trustee, the holders of a
majority in aggregate principal amount of the outstanding debt securities of
that series may rescind the acceleration and its consequences. Section 502 of
the indenture.
If the maturity of Original Issue Discount Securities is accelerated, an
amount less than the principal amount will be due and payable. We will describe
the provisions relating to acceleration of the maturity of Original Issue
Discount Securities in the applicable prospectus supplement.
The holders of a majority in aggregate principal amount of the outstanding
debt securities of a series may waive any past default with respect to the debt
securities of that series, and any Event of Default arising from a past default,
except in the case of:
-- a default in the payment of the principal of, or any premium or
interest on, any debt security of that series; or
-- a default in respect of a covenant or provision that may not be
amended or modified without the consent of the holder of each
outstanding debt security of that series.
Section 513 of the indenture.
"Event of Default" means the occurrence and continuance of any of the
following events with respect to a series of debt securities:
-- failure to pay when due any interest on any debt security of that
series, continued for 30 days;
9
-- failure to pay when due the principal of, and any premium on, any
debt security of that series;
-- failure to deposit when due any sinking fund payment on any debt
security of that series;
-- failure to perform when required any other covenant that applies to
the debt securities of that series and continuance of that failure
for 90 days after written notice as provided in the indenture;
-- acceleration of any of our indebtedness in a principal amount in
excess of $25,000,000 if the acceleration is not rescinded or
annulled, or the indebtedness is not discharged, within 15 days after
written notice as provided in the indenture;
-- certain events in bankruptcy, insolvency or reorganization; and
-- any other Event of Default that may be provided with respect to the
debt securities of that series.
Section 501 of the indenture.
The Trustee is required, within 90 days after the occurrence of any
continuing default that it knows of, to notify the holders of the applicable
series of debt securities of the default. However, unless the default is a
payment default, the Trustee may withhold the default notice if it in good faith
decides that withholding the notice is in the holders' interests. In addition,
in the case of any default referred to in the fourth event listed in the
previous paragraph, the Trustee will not give notice to holders until at least
30 days after the default occurs. Section 602 of the indenture.
Subject to its duty to act with the required standard of care in the case
of a default, the Trustee is not obligated to exercise any of its rights or
powers under the indenture at the request, order or direction of any holders of
debt securities unless the holders offer the Trustee reasonable indemnification.
Sections 601 and 603 of the indenture. If reasonable indemnification is
provided, then, subject to other limitations, the holders of a majority in
aggregate principal amount of the outstanding debt securities of any series may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power of the Trustee, with
respect to the debt securities of that series. Section 512 of the indenture.
No holder of a debt security of any series may institute any action against
us under the indenture, except actions for payment of overdue principal of, or
any premium or interest on, that debt security, unless:
-- the holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to that series of debt
securities;
-- the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series have previously made a
written request of the Trustee to institute that action and offered
the Trustee reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with the request;
-- the Trustee has not instituted the action within 60 days of the
notice, request and offer of indemnity; and
-- the Trustee has not received any inconsistent written request within
that 60 day period from the holders of a majority in aggregate
principal amount of the outstanding debt securities of that series.
Sections 507 and 508 of the indenture.
The indenture requires us to deliver to the Trustee annual statements as to
our compliance with all conditions and covenants under the indenture. Section
1005 of the indenture.
MERGER AND CONSOLIDATION
The indenture generally permits us to consolidate with, merge with or into,
or sell or convey all or substantially all of our assets to, any other
corporation or entity if:
-- either (1) we are the survivor of the merger or (2) the entity that
survives the merger or is formed by the consolidation or acquires our
assets is organized and existing under the laws of the United States
or any State and assumes all of our obligations and covenants under
the indenture, including payment obligations; and
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-- immediately after the transaction, no Event of Default exists and no
event exists which, with the giving of notice or passage of time or
both, would be an Event of Default.
Section 801 of the indenture.
MODIFICATION AND WAIVER
The indenture may be modified or amended with the consent of the holders of
a majority in aggregate principal amount of the outstanding debt securities of
each series affected by the modification or amendment. However, unless each
holder to be affected by the proposed change consents, no modification or
amendment may:
-- change the Stated Maturity of the principal of, or any installment of
principal of, or interest on, any outstanding debt security;
-- reduce the principal amount of, or the rate or amount of interest on,
or any premium payable with respect to, any debt security;
-- reduce the amount of principal of an Original Issue Discount Security
that would be due and payable upon acceleration of the Original Issue
Discount Security or that would be provable in bankruptcy;
-- adversely affect any right of repayment at the option of the holder
of any debt security;
-- change the places or currency of payment of the principal of, or any
premium or interest on, any debt security;
-- impair the right to sue for the enforcement of any payment of
principal of, or any premium or interest on, any debt security on or
after the date the payment is due;
-- reduce the percentage in aggregate principal amount of outstanding
debt securities of any series necessary to:
-- modify or amend the indenture with respect to that series,
-- waive any past default or compliance with certain restrictive
provisions, or
-- constitute a quorum or take action at a meeting; or
-- otherwise modify the provisions of the indenture concerning
modification or amendment or concerning waiver of compliance with
certain provisions of, or certain defaults and their consequences
under, the indenture, except to:
-- increase the percentage of outstanding debt securities necessary
to modify or amend the indenture or to give the waiver, or
-- provide that certain other provisions of the indenture cannot be
modified or waived without the consent of the holder of each
outstanding debt security affected by the modification or waiver.
Section 902 of the indenture.
The holders of a majority in aggregate principal amount of the outstanding
debt securities of any series may waive our obligation to comply with certain
restrictive provisions applicable to the series. Section 1008 of the indenture.
The indenture may be modified or amended without the consent of any holder
of outstanding debt securities for any of the following purposes:
-- to evidence that another entity is our successor and has assumed our
obligations with respect to the debt securities;
-- to add to our covenants for the benefit of the holders of all or any
series of debt securities or to surrender any of our rights or powers
under the indenture;
-- to add any Events of Default to all or any series of debt securities;
-- to change or eliminate any restrictions on the payment of the
principal of, or any premium or interest on, any debt securities, to
modify the provisions relating to global debt securities, or to
permit the issuance of debt securities in uncertificated form, so
long as in any such case the interests of the holders of debt
securities are not adversely affected in any material respect;
11
-- to add to, change or eliminate any provision of the indenture in
respect of one or more series of debt securities, so long as either
(1) there is no outstanding debt security of any series entitled to
the benefit of the provision or (2) the amendment does not apply to
any then outstanding debt security;
-- to secure the debt securities;
-- to establish the form or terms of the debt securities of any series;
-- to provide for the appointment of a successor Trustee with respect to
the debt securities of one or more series and to add to or change any
of the provisions to facilitate the administration of the trusts
under the indenture by more than one Trustee;
-- to provide for the discharge of the indenture with respect to the
debt securities of any series by the deposit in trust of money and/or
Government Obligations (see "-- Satisfaction and Discharge");
-- to change the conditions, limitations and restrictions on the
authorized amount, terms or purposes of issuance of the debt
securities; or
-- to cure any ambiguity, defect or inconsistency in the indenture or to
make any other provisions with respect to matters or questions
arising under the indenture, so long as the action does not adversely
affect the interests of the holders of the debt securities of any
series in any material respect.
Section 901 of the indenture.
SATISFACTION AND DISCHARGE
Unless the prospectus supplement relating to a particular series of debt
securities states otherwise, we may enter into a supplemental indenture with the
Trustee without the consent of any holder of outstanding debt securities to
provide that we will be discharged from our obligations in respect of the debt
securities of any series, except for obligations:
-- to register the transfer or exchange of debt securities;
-- to replace stolen, lost or mutilated debt securities;
-- to maintain paying agencies; and
-- to hold moneys for payment in trust.
The discharge would be effective on the 91st day after we deposit in trust with
the Trustee money and/or Government Obligations sufficient to pay the principal
of, any premium and interest on, and any mandatory sinking fund payments in
respect of, the debt securities of the applicable series on the dates the
payments are due. The supplemental indenture may only be executed if certain
conditions have been satisfied, including that we have received from, or there
has been published by, the United States Internal Revenue Service a ruling, or
there has been a change in the applicable federal income tax law, in either
case, to the effect that the discharge will not cause the holders of the debt
securities of the series to recognize income, gain or loss for federal income
tax purposes. In addition, the provisions of the supplemental indenture will not
apply to any series of debt securities then listed on the New York Stock
Exchange if the provisions would cause the outstanding debt securities of the
series to be delisted. Section 901 of the indenture.
In addition to the above provisions, we will be released from any further
obligations under the indenture with respect to a series of debt securities,
except for obligations to register the transfer or exchange of debt securities
and certain obligations to the Trustee, when certain conditions are satisfied
including that:
-- all debt securities of the series either have been delivered to the
Trustee for cancellation or are due, or are to be called for
redemption, within one year; and
-- with respect to all debt securities of the series not previously
delivered to the Trustee for cancellation, we have deposited in trust
with the Trustee money and/or Government Obligations sufficient to
pay the principal of, and any premium and interest on, those debt
securities on the dates the payments are due.
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Section 401 of the indenture.
DEFEASANCE OF CERTAIN COVENANTS
Unless otherwise provided in the prospectus supplement relating to a series
of debt securities, we will have the option to cease to comply with the
covenants described under "-- Limitations on Liens" above and any additional
covenants not included in the original indenture that may be applicable to the
series. To exercise this option, we will be required to deposit in trust with
the Trustee money and/or Government Obligations sufficient to pay the principal
of, any premium and interest on, and any mandatory sinking fund payments in
respect of, the debt securities of the applicable series on the dates the
payments are due. We will also be required to deliver to the Trustee an opinion
of counsel that the deposit and related covenant defeasance will not cause the
holders of the debt securities of the series to recognize income, gain or loss
for federal income tax purposes. We will not be permitted to exercise this
option with respect to any series of debt securities listed on the New York
Stock Exchange if the defeasance would cause the outstanding debt securities of
the series to be delisted. Section 1009 of the indenture.
GLOBAL DEBT SECURITIES
The debt securities of a series may be issued in whole or in part in the
form of one or more global debt securities that will be deposited with, or on
behalf of, a depositary. Unless otherwise provided in the prospectus supplement
relating to a series of debt securities, the depositary for each series of debt
securities represented by one or more global debt securities will be The
Depository Trust Company, New York, New York ("DTC"). We have been informed by
DTC that its nominee will be Cede & Co. or such other nominee as an authorized
DTC representative may request. Accordingly, we expect Cede & Co. to be the
initial registered holder of all debt securities that are represented by one or
more global debt securities.
So long as DTC or a nominee of DTC is the registered owner of a global debt
security, DTC or the nominee, as the case may be, will be considered the sole
owner and holder of the debt securities represented by the global debt security
for all purposes under the indenture. Section 308 of the indenture. Except as
set forth below in this prospectus or in a prospectus supplement relating to a
specific series of debt securities, no person that acquires a beneficial
interest in a global debt security will be entitled to receive physical delivery
of a certificate representing those debt securities or will be considered the
owner or holder of the debt securities under the indenture.
DTC has informed us that it is:
-- a limited purpose trust company organized under the New York Banking
Law;
-- a "banking organization" within the meaning of the New York Banking
Law;
-- a member of the Federal Reserve System;
-- a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and
-- a "clearing agency" registered under the provisions of Section 17A of
the Securities Exchange Act.
DTC has also informed us that it:
-- holds securities that its "participants" deposit with it; and
-- facilitates the settlement among participants of securities
transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in participants'
accounts, thereby eliminating the need for the physical movement of
securities certificates.
Firms that maintain accounts with DTC are referred to as "participants" of
DTC. They include securities brokers and dealers, banks, trust companies,
clearing corporations and other organizations. Firms that are not participants
themselves but that clear transactions through, or maintain a custodial
relationship with, a participant, either directly or indirectly, are referred to
as "indirect participants" of DTC. The rules applicable to DTC and its
participants are on file with the SEC. DTC is owned by a number of its
participants and by the New York Stock Exchange, the American Stock Exchange and
the National Association of Securities Dealers, Inc.
We will pay principal of, and any premium and interest on, debt securities
represented by a global debt security to DTC or its nominee as the registered
owner of the global debt security. DTC has advised
13
us that its practice is to credit participants' accounts, upon DTC's receipt of
funds and corresponding detail information, on the payable date in accordance
with the participants' respective holdings shown on DTC's records. Payments by
participants to beneficial owners of the debt securities will be governed by
standing instructions and customary practices, as is the case with securities
registered in "street name." We are responsible for payments to DTC or its
nominee. DTC is responsible for disbursement of such payments to participants,
and the participants and indirect participants are responsible for disbursement
of payments to the beneficial owners. Neither we, the Trustee, any paying agent
nor the security registrar for the debt securities will have any responsibility
or liability for any aspect of the records relating to, or payments made on
account of, beneficial ownership interests in a global debt security or for
maintaining, supervising or reviewing any records relating to the beneficial
ownership interests. Section 308 of the indenture.
Persons that are not participants or indirect participants may buy, sell or
otherwise transfer ownership of or interests in debt securities represented by a
global debt security only through participants or indirect participants.
Participants will receive credit for the debt securities on DTC's records and
indirect participants will receive credit for the debt securities on
participants' records. In turn, the ownership interest of each beneficial owner
will be recorded on the records of the participant or indirect participant
through which the beneficial owner purchased its interest. Beneficial owners
will not receive written confirmations from DTC of their purchases, but should
receive written confirmations from the participants or indirect participants
through which they purchased their interests. Transfers of ownership interests
in debt securities represented by a global debt security are accomplished by
entries made on the books of the participants or indirect participants acting on
behalf of the beneficial owners.
The deposit of a global debt security with DTC and its registration in the
name of Cede & Co., or such other nominee as an authorized DTC representative
may request, do not change or affect beneficial ownership of the debt
securities. DTC has no knowledge of the actual beneficial owners of the debt
securities represented by a global debt security. DTC's records reflect only the
identities of the participants to whose accounts such debt securities are
credited, which may or may not be the beneficial owners. The participants and
indirect participants are responsible for keeping records of their holdings on
behalf of their customers. We, the security registrar, any paying agent, the
Trustee and the depositary will not recognize the beneficial owners as
registered holders of the debt securities represented by a global debt security.
Beneficial owners that are not participants will be permitted to exercise
their rights as an owner only indirectly through participants or indirect
participants. Conveyance of notices and other communications by DTC to its
participants, by participants to indirect participants, and by participants and
indirect participants to beneficial owners, will be governed by arrangements
among them, subject to applicable statutes and regulations in effect from time
to time.
Because DTC can act only on behalf of participants, the ability of a
beneficial owner of debt securities represented by a global debt security to
pledge its beneficial ownership interest to persons or entities that do not
participate in the DTC system may be limited. The laws of some states may
require that certain purchasers of securities take physical delivery of the
certificates for the debt securities they purchase. These laws may reduce the
liquidity of beneficial interests in a global debt security.
We will issue individual certificated debt securities in exchange for the
global debt security of a series only if:
-- DTC is at any time unwilling, unable or ineligible to continue as
depositary and we do not appoint a successor depositary within 90
days;
-- subject to any limitations described in the applicable prospectus
supplement, we decide that the debt securities no longer will be
represented by a global debt security and we deliver to the Trustee
an order declaring that the global debt security will be exchangeable
for certificated debt securities; or
-- an Event of Default occurs and continues with respect to that series
of debt securities.
Section 305 of the indenture.
If any of these events occurs, we will issue the individual certificated
debt securities to the participants specified by DTC or its nominee, or to the
beneficial owners specified by those participants,
14
according to standing instructions and customary practices for securities
registered in "street name." Except as described above, a global debt security
may not be transferred except as a whole by or among DTC, a nominee of DTC
and/or a successor depositary appointed by us.
Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of beneficial interests in global debt securities among participants,
it is under no obligation to perform or continue to perform these procedures,
which may be discontinued at any time. Neither we, the Trustee, the security
registrar nor any paying agent will have any responsibility or liability for the
performance by DTC or its participants or indirect participants of their
respective obligations under the rules and procedures governing their
operations. Section 308 of the indenture.
We obtained the information in this section concerning DTC and DTC's
book-entry system from sources we believe to be reliable, but we take no
responsibility for the accuracy of this information.
THE TRUSTEE UNDER THE INDENTURE
We and certain of our affiliates maintain banking and borrowing relations
with Wilmington Trust Company.
The indenture provides that we may appoint an alternative Trustee with
respect to any particular series of debt securities. Any such appointment will
be described in the prospectus supplement relating to that series of debt
securities.
Unless we are in default, the Trustee is required to perform only those
duties specifically set out in the indenture. After a default, the Trustee is
required to exercise the same degree of care as a prudent individual would
exercise in the conduct of his or her own affairs. Subject to these provisions,
the Trustee is under no obligation to exercise any of its rights or powers under
the indenture at the request of any holder of debt securities, unless the holder
offers the Trustee reasonable indemnity against the costs, expenses and
liabilities that might be incurred in connection with the Trustee's exercise of
these rights or powers. The Trustee is not required to spend or risk its own
funds or otherwise incur financial liability in performing its duties if the
Trustee reasonably believes that repayment or adequate indemnity is not
reasonably assured to it. The indenture contains other provisions limiting the
responsibilities and liabilities of the Trustee. Sections 601 and 603 of the
indenture.
15
PLAN OF DISTRIBUTION
METHODS OF DISTRIBUTION
We may sell the debt securities:
-- to or through one or more underwriters or dealers;
-- directly to other purchasers; and/or
-- through one or more agents.
The distribution of the debt securities may occur from time to time in one
or more transactions at fixed prices, which may be changed, at market prices
prevailing at the time of sale, at prices related to the prevailing market
prices or at negotiated prices.
The prospectus supplement relating to a series of debt securities will
state:
-- the name(s) of any underwriter(s) or agent(s) involved in the offer
and sale (only the underwriter(s) or agent(s) named in the applicable
prospectus supplement are underwriter(s) or agent(s) in connection
with the debt securities being offered by that prospectus
supplement);
-- the terms and manner of sale of the debt securities, including the
purchase price, the proceeds to us, any underwriting discounts and
other items constituting underwriters' compensation, any initial
public offering price and any discounts or concessions allowed or
reallowed or paid to dealers;
-- the place and time of delivery of the debt securities; and
-- any securities exchange on which the debt securities may be listed.
COMPENSATION AND INDEMNIFICATION OF UNDERWRITERS
In connection with the sale of debt securities, underwriters may receive
compensation from us or from purchasers of debt securities for whom they may act
as agents, in the form of discounts, concessions or commissions. Underwriters
may sell debt securities to or through dealers, and the dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agent. Underwriters, dealers and agents that participate in the distribution of
debt securities may be considered to be underwriters as defined in the
Securities Act of 1933, and any discounts or commissions received by them from
us and any profit on the resale of debt securities by them may be deemed to be
underwriting discounts and commissions under the Securities Act. Any
compensation that we pay to underwriters, dealers or agents in connection with
an offering of debt securities, and any discounts, concessions or commissions
allowed by underwriters to participating dealers, will be described in the
prospectus supplement relating to the debt securities.
We may agree to indemnify the underwriters and agents which participate in
the distribution of the debt securities against certain liabilities, including
liabilities under the Securities Act. We also may agree to contribute to the
payment of those liabilities and to reimburse them for certain expenses.
Underwriters, dealers or agents participating in the offer or sale of the
debt securities, and their associates, may be customers of ours, or may engage
in transactions with or perform services for us or one or more of our
affiliates, in the ordinary course of business.
DELAYED DELIVERY ARRANGEMENTS
If stated in a prospectus supplement, we will authorize underwriters,
dealers or other persons acting as our agents to solicit offers by certain
institutions to purchase debt securities from us under contracts providing for
payment and delivery on a future date. These contracts, which in all cases must
be approved by us, may be made with:
-- commercial and savings banks;
-- insurance companies;
-- pension funds;
-- investment companies;
-- educational and charitable institutions; and
-- other institutions.
16
The institution's obligations under the contract will be subject to the
condition that the purchase of the debt securities at the time of delivery is
not prohibited under the laws of the jurisdiction to which the institution is
subject. The underwriters and the other agents will not have any responsibility
for the validity or performance of the contracts.
LEGAL OPINIONS
Unless otherwise stated in a prospectus supplement, Jack R. Erkilla, our
Deputy General Counsel, will pass upon the legality of each issue of the debt
securities for us and Sidley Austin LLP, New York, New York, will pass upon
certain legal matters relating to the debt securities for any underwriters,
dealers or agents of a particular issue of debt securities. Sidley Austin LLP
may rely as to matters of Indiana law on the opinion of Mr. Erkilla. Mr. Erkilla
owns shares of common stock of AIG and has options to purchase additional shares
of such stock.
EXPERTS
Our consolidated financial statements and financial statement schedule
incorporated in this prospectus by reference to our Annual Report on Form 10-K
for the year ended December 31, 2005 have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, an independent registered public
accounting firm, given on the authority of said firm as experts in auditing and
accounting.
17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses to be incurred by the registrant
in connection with the offering described in this registration statement (other
than underwriting discounts and commissions).
<Table>
SEC registration fee........................................ $ 0*
Printing.................................................... 100,000
Legal fees and expenses..................................... 600,000
Accounting fees and expenses................................ 500,000
Trustee's fees and expenses................................. 250,000
Rating agency fees.......................................... 3,000,000
Miscellaneous............................................... 50,000
----------
Total.................................................. $4,500,000
==========
</Table>
- ---------------
* Deferred in accordance with Rule 456(b) and Rule 457(r).
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Chapter 37 of the Indiana Business Corporation Law empowers a corporation
to indemnify any individual who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and whether formal or
informal, by reason of the fact that he is or was a director, officer, employee
or agent of the corporation or, while a director of a corporation, is or was
serving at the request of the corporation as a director, officer, partner,
member, manager, trustee, employee or agent of another foreign or domestic
corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan or other enterprise, whether for profit or not, against
reasonable expenses (including counsel fees), judgments, fines (including any
excise tax assessed with respect to an employee benefit plan), penalties and
amounts paid in settlement incurred by him in connection with such action, suit
or proceeding if (i) he acted in good faith, and (ii) in the case of conduct in
his official capacity with the corporation, he reasonably believed his conduct
was in the best interests of the corporation or, in all other cases, he
reasonably believed his conduct was at least not opposed to the best interests
of the corporation (or with respect to an employee benefit plan, he reasonably
believed his conduct was in the interests of the participants in and
beneficiaries of the plan), and (iii) with respect to any criminal action or
proceeding, he had reasonable cause to believe his conduct was lawful or no
reasonable cause to believe his conduct was unlawful.
Chapter 37 further provides that a corporation shall, unless limited by its
articles of incorporation, indemnify a director or officer who was wholly
successful, on the merits or otherwise, in the defense of any action, suit or
proceeding to which he was a party because he is or was a director or officer of
the corporation against reasonable expenses incurred by him in connection
therewith. Chapter 37 expressly states that the indemnification thereby provided
does not exclude any other rights to indemnification to which a person may be
entitled. Chapter 37 empowers a corporation to purchase and maintain insurance
on behalf of an individual who is or was a director, officer, employee or agent
of the corporation, or who, while a director, officer, employee or agent of the
corporation is or was serving at the request of the corporation as a director,
officer, partner, member, manager, trustee, employee or agent of another foreign
or domestic corporation, partnership, limited liability company, joint venture,
trust, employee benefit plan or other enterprise, against liability asserted
against or incurred by the individual in that capacity or arising from the
individual's status as a director, officer, member, manager, employee or agent,
whether or not the corporation would have power to indemnify the individual
against the same liability under Chapter 37. Finally, Chapter 37 empowers a
corporation, under certain circumstances, to advance to an individual
II-1
expenses incurred in connection with an action, suit or proceeding prior to the
final disposition thereof, and empowers a court of competent jurisdiction, in
certain cases, to order indemnification of a director or officer irrespective of
whether the director or officer met the standards of conduct set forth above.
Section 7.8 of the registrant's Restated Articles of Incorporation provides
that, to the extent not inconsistent with applicable law, every person who is or
was a director, officer, employee or agent of the registrant or is or was
serving at the request of the registrant as a director, officer, employee, agent
or fiduciary of another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other organization or entity, whether
for profit or not, shall be indemnified against all liability and reasonable
expense that may be incurred by him in connection with or resulting from any
claim by reason of (i) his being or having been such a person, or (ii) any
action taken or not taken by him in any such capacity (a) if such person is
Wholly Successful with respect to the claim or (b) if not Wholly Successful,
then if such person is determined to have acted in good faith, in what he
reasonably believed to be the best interests of the registrant or at least not
opposed to its best interests and, in addition, with respect to a criminal
claim, is determined to have had reasonable cause to believe that his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful.
Section 7.8 defines "Wholly Successful" to mean (i) termination of any claim
against the person in question without any finding of liability or guilt against
him, (ii) approval by a court, with knowledge of the indemnity provided in
Section 7.8, of a settlement of any claim, or (iii) the expiration of a
reasonable period of time after the making or threatened making of any claim
without the institution of the same, without any payment or promise made to
induce a settlement.
Section 7.8 provides that the rights of indemnification provided therein
are in addition to any rights to which any such director, officer, employee or
agent may otherwise be entitled. Additionally, Section 7.8 authorizes the Board
of Directors of the registrant (i) to approve indemnification of any such person
to the full extent permitted by the provisions of applicable law at the time in
effect, and (ii) to authorize the registrant to purchase and maintain insurance
on behalf of any such person against any liability asserted against him and
incurred by him, whether or not the registrant would have the power to indemnify
him against such liability. Section 7.8 permits the Board of Directors to
authorize advancement of expenses incurred by such a person prior to the final
disposition of a claim upon receipt of an undertaking by or on behalf of the
person to repay such amount unless he is determined to be entitled to
indemnification. The provisions of Section 7.8 are applicable to all claims made
or commenced after the adoption of that section, whether arising from acts or
omissions to act occurring before or after the adoption thereof.
Article X of the registrant's Amended and Restated By-Laws provides that
the registrant shall indemnify any person who was or is a named defendant or
respondent or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, and any inquiry or investigation that
could lead to such an action, suit or proceeding, by reason of the fact that he
is or was a director, officer or employee of the registrant or is or was serving
at the request of the registrant as a director, officer, partner, venturer,
proprietor, trustee, employee or similar functionary of another foreign or
domestic corporation or non-profit corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, amounts paid
in settlement and reasonable expenses (including court costs and attorneys'
fees) actually incurred by him in connection with such action, suit or
proceeding, if he acted in good faith and in a manner he reasonably believed (i)
in the case of conduct in his official capacity as a director of the registrant,
to be in the best interests of the registrant and (ii) in all other cases, to be
not opposed to the best interests of the registrant; and with respect to any
criminal action or proceeding, if he had no reasonable cause to believe his
conduct was unlawful. In connection with any action, suit or proceeding in which
the person shall have been adjudged to be liable to the registrant or liable on
the basis that personal benefit was improperly received by him, whether or not
the benefit resulted from an action taken in the person's official capacity as a
director or officer, Article X (i) limits the indemnity to reasonable expenses
(including court costs or attorneys' fees) actually incurred in connection with
such proceeding, and (ii) prohibits the indemnity if the person is found liable
for willful or intentional misconduct in the performance of his duty to the
registrant. Article X further provides that the registrant shall indemnify any
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such person who has been wholly successful, on the merits or otherwise, in
defense of any such action, suit or proceeding against reasonable expenses
(including court costs and attorneys' fees) actually incurred by him.
Article X also (1) requires the registrant to advance reasonable expenses
prior to the final disposition of the action, suit or proceeding under certain
circumstances, (2) states that the indemnification provided by Article X is (i)
nonexclusive and (ii) does not limit the power of the registrant to indemnify
and to advance expenses, and (3) empowers the registrant to purchase and
maintain insurance on behalf of any such person against any liability asserted
against him and incurred by him in such a capacity or arising out of his status
as such a person, whether or not the registrant would have the power to
indemnify him against that liability.
Reference is made to the final undertaking set forth in Item 17.
Reference is also made to Section 7 of the form of Underwriting Agreement,
a copy of which is filed as Exhibit 1 hereto, for information concerning
indemnification of the registrant and its directors, officers, and controlling
persons by the underwriters.
The registrant carries insurance covering directors and officers against
certain liabilities.
ITEM 16. EXHIBITS
The following exhibits are filed as part of this registration statement:
<Table>
1 Form of Underwriting Agreement (including form of Delayed
Delivery Contract) relating to the debt securities.
4(a) Indenture dated as of May 1, 1999 between American General
Finance Corporation and Wilmington Trust Company (successor
trustee to Citibank, N.A.), Trustee (incorporated by
reference to Exhibit 4(a) filed as a part of our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000
(file No. 1-6155)). The form or forms of debt securities
with respect to each particular offering will be filed as an
exhibit to a Current Report on Form 8-K and incorporated
herein by reference.
4(b) Agreement of Resignation, Appointment and Acceptance dated
as of July 25, 2006 by and among American General Finance
Corporation, Wilmington Trust Company (Successor Trustee),
and Citibank, N.A. (Resigning Trustee).
5 Opinion and consent of Jack R. Erkilla, Deputy General
Counsel of American General Finance Corporation, as to the
legality of the debt securities.
12 Computation of Ratio of Earnings to Fixed Charges.
23(a) Consent of Jack R. Erkilla, Esq. (contained in his opinion
in Exhibit 5).
23(b) Consent of PricewaterhouseCoopers LLP, independent
registered public accounting firm.
25 Form T-1 Statement of Eligibility of Wilmington Trust
Company (successor trustee to Citibank, N.A.), Trustee under
the indenture.
</Table>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
II-3
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that the undertakings set forth in clauses (i), (ii) and
(iii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in reports filed
with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule
424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the
registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in
the offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that
was part of the registration statement or made in any such document
immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant
under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any
II-4
of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to
Rule 424;
(ii) Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned
registrant; and
(iv) Any other communication that is an offer in the offering made
by the undersigned registrant to the purchaser.
(6) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions set forth in Item 15, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Evansville, State of Indiana, on the 26th day of
July, 2006.
AMERICAN GENERAL FINANCE CORPORATION
By: /s/ DONALD R. BREIVOGEL, JR.
------------------------------------
(Donald R. Breivogel, Jr.,
Senior Vice President and Chief
Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment has been signed by the following persons in
the capacities indicated on July 26, 2006.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ FREDERICK W. GEISSINGER Chief Executive Officer, President and Director
------------------------------------------------ (principal executive officer)
(Frederick W. Geissinger)
/s/ DONALD R. BREIVOGEL, JR. Senior Vice President, Chief Financial Officer and
------------------------------------------------ Director (principal financial officer)
(Donald R. Breivogel, Jr.)
/s/ GEORGE W. SCHMIDT Vice President, Controller and Assistant Secretary
------------------------------------------------ (principal accounting officer)
(George W. Schmidt)
/s/ STEPHEN L. BLAKE Director
------------------------------------------------
(Stephen L. Blake)
/s/ ROBERT A. COLE Director
------------------------------------------------
(Robert A. Cole)
/s/ WILLIAM N. DOOLEY Director
------------------------------------------------
(William N. Dooley)
/s/ JERRY L. GILPIN Director
------------------------------------------------
(Jerry L. Gilpin)
/s/ STEPHEN H. LOEWENKAMP Director
------------------------------------------------
(Stephen H. Loewenkamp)
/s/ GEORGE D. ROACH Director
------------------------------------------------
(George D. Roach)
</Table>
II-6
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
1 Form of Underwriting Agreement (including form of Delayed
Delivery Contract) relating to the debt securities.
4(a) Indenture dated as of May 1, 1999 between American General
Finance Corporation and Wilmington Trust Company (successor
trustee to Citibank, N.A.), Trustee (incorporated by
reference to Exhibit 4(a) filed as a part of our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000
(file No. 1-6155)). The form or forms of debt securities
with respect to each particular offering will be filed as an
exhibit to a Current Report on Form 8-K and incorporated
herein by reference.
4(b) Agreement of Resignation, Appointment and Acceptance dated
as of July 25, 2006 by and among American General Finance
Corporation, Wilmington Trust Company (Successor Trustee),
and Citibank, N.A. (Resigning Trustee).
5 Opinion and consent of Jack R. Erkilla, Deputy General
Counsel of American General Finance Corporation, as to the
legality of the debt securities.
12 Computation of Ratio of Earnings to Fixed Charges.
23(a) Consent of Jack R. Erkilla, Esq. (contained in his opinion
in Exhibit 5).
23(b) Consent of PricewaterhouseCoopers LLP, independent
registered public accounting firm.
25 Form T-1 Statement of Eligibility of Wilmington Trust
Company (successor trustee to Citibank, N.A.), Trustee under
the indenture.
</Table>