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Exhibit 4(k)
DECLARATION OF TRUST
OF
AMERICAN GENERAL CAPITAL II
DECLARATION OF TRUST, dated as of November 14, 1997, between American
General Corporation, a Texas corporation, as sponsor (the "Sponsor"), Bankers
Trust (Delaware), not in its individual capacity but solely as trustee (the
"Delaware Trustee"), and Xxxxx X. Xxxxxxx, not in his individual capacity but
solely as trustee (the Delaware Trustee and such individual as trustee,
collectively, the "Trustees"). The Sponsor and the Trustees hereby agree as
follows:
1. The trust created hereby shall be known as American General
Capital II (the "Trust").
2. The Sponsor hereby assigns, transfers, conveys and sets over to
the Trust the sum of ten dollars ($10), which amount shall constitute the
initial trust estate. The Trustees hereby declare that they will hold the trust
estate in trust for the Sponsor. It is the intention of the parties hereto that
the Trust created hereby constitute a business trust under Chapter 38 of Title
12 of the Delaware Code, 12 Del. C. ss. 3801 et seq. (the "Business Trust
Act"), and that this document constitutes the governing instrument of the
Trust. The Trustees are hereby authorized and directed to execute and file a
certificate of trust with the Delaware Secretary of State in accordance with
the provisions of the Business Trust Act.
3. The Sponsor and the Trustees will enter into an amended and
restated Declaration of Trust, satisfactory to each such party, to provide for
the contemplated operation of the Trust created hereby and the issuance of the
preferred securities ("Preferred Securities") and common securities ("Common
Securities") of the Trust pursuant to the 1933 Act Registration Statement
described below. Prior to the execution and delivery of such amended and
restated Declaration of Trust, the Trustees shall not have any duty or
obligation hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.
4. The Sponsor, as the sponsor of the Trust, is hereby authorized:
(i) to prepare and file with the Securities and Exchange
Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) a Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to such Registration Statement or any amendments or
supplements to the prospectus included therein, relating to the
registration under the Securities Act of 1933, as amended, of the offer
and sale from time to time of Preferred Securities, and (b) a
Registration Statement on Form 8-A (the "1934 Act Registration
Statement") (including any pre-effective or post-effective amendments
thereto) relating to the registration of the Preferred Securities under
Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as
amended;
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(ii) to prepare and file with any national securities exchange
or automated quotation system and execute, in each case on behalf of
the Trust, a listing application and all other applications,
statements, certificates, agreements and other instruments as shall be
necessary or desirable to cause the Preferred Securities to be listed
on any national securities exchange or quoted on any automated
quotation system as the Sponsor, on behalf of the Trust, may deem
advisable;
(iii) to prepare and file and execute, in each case on behalf
of the Trust, such applications, reports, surety bonds, irrevocable
consents, appointments of attorney for service of process and other
papers and documents as shall be necessary or desirable to register the
Preferred Securities under the securities or "blue sky" laws of such
jurisdictions as the Sponsor, on behalf of the Trust, may deem
necessary or desirable; and
(iv) to negotiate the terms of, and execute on behalf of the
Trust, an underwriting or purchase agreement among the Trust, the
Sponsor and any underwriter, dealer or agent relating to the Preferred
Securities, in such form as the Sponsor determines is advisable.
In the event that any filing referred to in any of clauses (i) - (iii)
above is required by the rules and regulations of the Commission, any national
securities exchange, automated quotation system or state securities or blue sky
laws, to be executed on behalf of the Trust by the Trustees, Xxxxx X. Xxxxxxx,
in his capacity as Trustee of the Trust, is hereby authorized and directed to
join in any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that Xxxxx X. Xxxxxxx shall not be required to
join in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission or any national
securities exchange, automated quotation system or state securities or blue sky
laws. In connection with all of the foregoing, the Sponsor and each Trustee,
solely in its capacity as Trustee of the Trust, hereby constitutes and appoints
Xxxxx X. Xxxxxxx its attorney-in-fact, and agent, with full power of
substitution and resubstitution, for the Sponsor or such Trustee and in the
Sponsor's or such Trustee's name, place and stead, in any and all capacities, to
sign and file (i) any and all amendments (including post-effective amendments)
to the 1933 Act Registration Statement and the 1934 Act Registration Statement
with all exhibits thereto, and other documents in connection therewith, and (ii)
a Registration statement and any and all amendments thereto filed pursuant to
Rule 462(b) under the Securities Act with the Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as the Sponsor or such Trustee might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agent shall do or cause to be done by virtue hereof.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The Trustees shall initially be the only trustees of the Trust.
Thereafter, the Sponsor may increase or decrease (but not below one) the number
of trustees of the Trust by executing a written instrument fixing such number;
provided, however, that so long as it is required by the Business Trust Act, one
trustee of the Trust shall be either a natural person who is a resident of the
State of Delaware or an entity other than a natural person that has its
principal place of business in
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the State of Delaware and that, in either case, otherwise meets the requirements
of applicable Delaware law. Subject to the foregoing, the Sponsor is entitled to
appoint or remove without cause any trustee at any time. The Trustees may resign
upon thirty days' prior written notice to the Sponsor.
7. Bankers Trust (Delaware), in its capacity as Trustee, shall not
have any of the powers or duties of the Trustees set forth herein and shall be
a trustee of the Trust for the sole purpose of satisfying the requirements of
Section 3807 of the Business Trust Act.
8. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.
BANKERS TRUST (DELAWARE),
not in its individual capacity
but solely as Trustee
By: \s\ X. Xxxx Xxxxxxx
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Name: X. Xxxx Xxxxxxx
Title: Assistant Secretary
\s\ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
not in his individual capacity but
solely as Trustee
AMERICAN GENERAL CORPORATION,
as Sponsor
By: \s\ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
Senior Vice President and
Chief Financial Officer
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