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EXHIBIT 1.2
PRICING AGREEMENT
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
XXXXXX XXXXXXX & CO. INCORPORATED
PAINEWEBBER INCORPORATED
XXXXXXX XXXXX BARNEY INC.
THE XXXXXXXX-XXXXXXXX COMPANY, LLC
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
World Financial Center
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
September 2, 1999
Ladies and Gentlemen:
American General Capital I, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), and American General
Corporation, a Texas corporation, as sponsor of the Trust and as guarantor (the
"Company"), propose, subject to the terms and conditions stated herein and in
the Underwriting Agreement (a form of which was filed as an exhibit to the
registration statement filed by the Trust, certain other trusts and the Company
on Form S-3 (Nos. 333-40583, 000-00000-00, 000-00000-00, 000-00000-00 and
333-40583-04)) attached hereto (the "Underwriting Agreement"), to issue and sell
to the Underwriters named in Schedule I hereto (the "Underwriters") the
Preferred Securities specified in Schedule II hereto, consisting of the Initial
Preferred Securities and any Option Preferred Securities granted to the
Underwriters which the Underwriters elect to purchase.
If so specified in Schedule II hereto, the Preferred Securities are
exchangeable into Junior Subordinated Debentures of the Company or other
property or securities specified in Schedule II hereto. The Preferred Securities
will be guaranteed by the Company on a limited basis as to the payment of
Distributions and as to payments on liquidation or redemption (the "Guarantee").
Each of the provisions of the Underwriting Agreement is incorporated
herein by reference in its entirety, and shall be deemed to be a part of this
Pricing Agreement to the same extent as if such provisions had been set forth in
full herein; and each of the representations and warranties set forth therein
shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 1 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined),
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and also a representation and warranty as of the date of this Pricing Agreement
in relation to the Prospectus as amended or supplemented with respect to the
offering of the Preferred Securities. Each reference to the Representatives
herein and in the provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you. Unless otherwise defined herein,
terms defined in the Underwriting Agreement are used herein as therein defined.
The Representatives designated to act on behalf of the Representatives and on
behalf of each of the Underwriters pursuant to Section 9 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 9
are set forth in Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the offering of the Preferred
Securities, in the form heretofore delivered to you, is now proposed to be filed
with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, (a) the Trust agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Trust, at the time and place and
at the purchase price to the Underwriters set forth in Schedule II hereto, the
number of Initial Preferred Securities set forth opposite the name of such
Underwriter in Schedule I hereto and, (b) in the event and to the extent that
the Underwriters shall exercise the option, if any, to purchase Option Preferred
Securities, as provided below, the Trust agrees to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Trust at the purchase price to the Underwriters set forth in
Schedule II hereto that portion of the number of Option Preferred Securities as
to which such option shall have been exercised.
If so specified in Schedule II, the Trust hereby grants to each of the
Underwriters the right to purchase at their option up to the number of Option
Preferred Securities set forth opposite the name of such Underwriter in Schedule
I hereto on the terms referred to in the preceding paragraph for the sole
purpose of covering over-allotments, if any, in the sale of the Initial
Preferred Securities. Any such option to purchase Option Preferred Securities
may be exercised by written notice from the Representatives to the Trust given
within a period of 30 calendar days after the date of this Pricing Agreement,
setting forth the aggregate number of Option Preferred Securities to be
purchased and the date on which such Option Preferred Securities are to be
delivered, as determined by the Representatives, but in no event earlier than
the First Time of Delivery or, unless the Representatives and the Trust
otherwise agree in writing, no earlier than two or later than ten business days
after the date of such notice.
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If the foregoing is in accordance with your understanding, please sign
and return to us one counterpart hereof for the Trust and one for the Company,
one for each of the Representatives and one for each counsel, and upon
acceptance hereof by you, on behalf of each of the Underwriters, this letter and
such acceptance hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding agreement between
each of the Underwriters and the Trust and the Company. It is understood that
your acceptance of this letter on behalf of each of the Underwriters is or will
be pursuant to the authority set forth in a form of Agreement Among
Underwriters, the form of which shall be submitted to the Trust and the Company
for examination, upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
AMERICAN GENERAL CAPITAL I,
By: AMERICAN GENERAL CORPORATION,
as sponsor
By:
-----------------------------
Name:
Title:
AMERICAN GENERAL CORPORATION
By:
--------------------------------------
Name:
Title:
Accepted as of the date hereof:
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
XXXXXX XXXXXXX & CO. INCORPORATED
PAINEWEBBER INCORPORATED
XXXXXXX XXXXX BARNEY INC.
THE XXXXXXXX-XXXXXXXX COMPANY, LLC
As Representatives of the several
Underwriters
By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By:
-----------------------------------------------------
Authorized Signatory
On behalf of themselves and the other several Underwriters
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SCHEDULE I
NUMBER OF
INITIAL PREFERRED
SECURITIES TO BE
UNDERWRITER PURCHASED
-------------------------------------------------------------------------------- ---------------------
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated ..................................................... 1,430,000
Xxxxxx Xxxxxxx & Co. Incorporated .............................................. 1,320,000
PaineWebber Incorporated ....................................................... 1,320,000
Xxxxxxx Xxxxx Barney Inc. ...................................................... 1,320,000
The Xxxxxxxx-Xxxxxxxx Company, LLC ............................................. 660,000
ABN AMRO Incorporated .......................................................... 50,000
Xxxxxx X. Xxxxx & Co. Incorporated ............................................. 50,000
Banc of America Securities LLC ................................................. 50,000
Banc One Capital Markets, Inc. ................................................. 50,000
Bear, Xxxxxxx & Co. Inc. ....................................................... 50,000
CIBC World Markets Corp. ....................................................... 50,000
Chase Securities Inc. .......................................................... 50,000
Xxxx Xxxxxxxx Incorporated ..................................................... 50,000
Deutsche Bank Securities Inc. .................................................. 50,000
Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation ............................ 50,000
X.X. Xxxxxxx & Sons, Inc. ...................................................... 50,000
EVEREN Securities, Inc. ........................................................ 50,000
Xxxxxxxxxx & Co. Inc. .......................................................... 50,000
Fifth Third Securities, Inc. ................................................... 50,000
First Union Capital Markets Corp. .............................................. 50,000
Fleet Securities, Inc. ......................................................... 50,000
Xxxxxxx, Sachs & Co. ........................................................... 50,000
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated ........................................... 50,000
X.X. Xxxxxx Securities Inc. .................................................... 50,000
OLDE Discount Corporation ...................................................... 50,000
Prudential Securities Incorporated ............................................. 50,000
Xxxxxxx Xxxxx & Associates, Inc. ............................................... 50,000
Xxxxxxxx & Co. Inc. ............................................................ 50,000
XX Xxxxx Securities Corporation ................................................ 50,000
Xxxxxx Xxxxxxx Incorporated .................................................... 50,000
U.S. Bancorp Xxxxx Xxxxxxx Inc. ................................................ 50,000
Warburg Dillon Read LLC ....................................................... 50,000
Advest, Inc. ................................................................... 25,000
BB&T Capital Markets, a division of Xxxxx & Xxxxxxxxxxxx ....................... 25,000
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X.X. Xxxxxxxx & Co. ............................................................ 25,000
Xxxxxxx, Xxxxxx & Co. .......................................................... 25,000
X.X. Xxxxxxxx & Co. ............................................................ 25,000
First Albany Corporation ....................................................... 25,000
Gibraltar Securities Co. ....................................................... 25,000
Gruntal & Co., L.L.C. .......................................................... 25,000
J.J. B. Xxxxxxx, X.X. Xxxxx, Inc. .............................................. 25,000
Xxxx Xxxxxx Investments, Inc. .................................................. 25,000
Xxxxx Xxxxxx Investments LLC ................................................... 25,000
Xxxxxx Xxxxxxxxxx Xxxxx Inc. ................................................... 25,000
Xxxxxxxxxxx, Pettis, Smith, Polian Inc. ........................................ 25,000
McDonald Investments Inc. ...................................................... 25,000
Mesirow Financial, Inc. ........................................................ 25,000
Xxxxxx Xxxxxx & Company, Inc. .................................................. 25,000
Xxxxx X. Xxxxx & Company ....................................................... 25,000
Xxxxxx/Xxxxxx Incorporated ..................................................... 25,000
Xxxxxxxx Inc. .................................................................. 25,000
Xxxxxx, Xxxxxxxx & Company, Incorporated ....................................... 25,000
Stone & Xxxxxxxxx .............................................................. 25,000
TD Securities (USA) Inc. ....................................................... 25,000
Trilon International Inc. ...................................................... 25,000
Xxxxxxxx Capital Partners, L.P. ................................................ 25,000
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Total................................................ 8,000,000
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SCHEDULE II
PREFERRED SECURITIES
Title of Preferred Securities: 7 7/8% Trust Originated Preferred Securities
Filing Date of Prospectus Supplement Pursuant to Rule 424(b): September 3, 1999
Number of Preferred Securities:
Number of Initial Preferred Securities: 8,000,000
Maximum Number of Option Preferred Securities, if any: None
Distribution
Payments: Quarterly, on the last day of March, June, September
and December in each year, commencing September 30,
1999, at an annual rate of 7 7/8% of the liquidation
amount of $25.00 per Preferred Security
Record Dates: As long as the Preferred Securities are represented
by a global security, the record date for the payment
of distributions will be one business day before the
relevant payment date. If the Preferred Securities
are ever issued in certificated form, the record date
for the payment of distributions will be the 15th day
of the last month of each quarterly distribution
period, even if that day is not a business day.
Liquidation Amount: $25.00 per Preferred Security, plus accumulated and
unpaid distributions to the date of payment
Exchange Provisions: If the Company, as the sponsor of the
Trust, exercises its right to dissolve the Trust at
any time, the Trust will be liquidated by
distribution of the Junior Subordinated Debentures to
holders of the Preferred Securities and the Common
Securities.
Redemption Provisions: Redeemable when the Junior Subordinated Debentures
are paid, either at maturity on September 30, 2048,
or upon early redemption.
Initial Offering Price
to Public: $25.00 per Preferred Security, plus accumulated
distributions from September 8, 1999, if settlement
occurs after that date. Purchase Price by
Underwriters: $25.00 per Preferred Security, plus
accumulated distributions from September 8, 1999, if
settlement occurs after that date.
Underwriters'
Compensation: $0.7875 per Preferred Security
Method of and Specified Funds for Payment of Purchase Price and Underwriters'
Compensation:
By wire transfer to bank accounts specified by the Trust and the
Representatives in same day funds
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Form of Preferred Securities:
Book-entry-only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian, to be made available for checking by the Representatives at
least twenty-four hours prior to each Time of Delivery at the office of
DTC.
Securities Exchange: NYSE
Time of Delivery: 9:00 a.m. (New York City time), September 8, 1999
Closing Location: Xxxxx & Xxxx LLP
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Representatives: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxxx Xxxxxxx & Co. Incorporated
PaineWebber Incorporated
Xxxxxxx Xxxxx Barney Inc.
The Xxxxxxxx-Xxxxxxxx Company, LLC
Designated
Representative: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Address for
Notices, etc.: World Financial Center
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxx
JUNIOR SUBORDINATED DEBENTURES
Title of Junior Subordinated Debentures: 7 7/8% Junior Subordinated Debenture
due 2048
Aggregate Principal
Amount: $206,185,575
Interest Payments: Quarterly, on the last day of March, June, September
and December in each year, commencing September 30,
1999, at an annual rate of 7 7/8%
Record Dates: As long as the Preferred Securities (or, if the
Junior Subordinated Debentures are distributed to the
holders of the Preferred Securities, then the Junior
Subordinated Debentures) are represented by a global
security, the record date for the payment of interest
on the Junior Subordinated Debentures will be one
business day before the relevant payment date. If the
Preferred Securities (or, if the Junior
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Subordinated Debentures are distributed to the
holders of the Preferred Securities, then the Junior
Subordinated Debentures) are ever issued in
certificated form, the record date for the payment of
interest will be the 15th day of the last month of
each quarterly interest period, even if that day is
not a business day.
Maturity Date: September 30, 2048
Redemption
Provisions: Redeemable at 100% of principal amount plus accrued
and unpaid interest to the date of redemption (i) in
whole or in part on one or more occasions any time on
or after September 8, 2004; and (ii) in whole but not
in part before September 8, 2004, if certain changes
in tax or investment company law occur or will occur
within 90 days.
Sinking Fund
Provisions: None
Extension
Provisions: The Company may, on one or more occasions, defer
interest payments on the Junior Subordinated
Debentures for up to 20 consecutive quarterly periods
(but not beyond September 30, 2048) unless an event
of default under the Junior Subordinated Debentures
has occurred and is continuing.
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