Filed by: Prudential plc
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: American General Corporation
Exchange Act Commission File No: 001-07981
Proxy statement/prospectus
Prudential plc and American General Corporation will be filing a proxy
statement/prospectus and other relevant documents concerning the proposed
transaction with the SEC. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ON THE
PROPOSED TRANSACTION. Investors will be able to obtain the document free of
charge at the SEC's website (www.sec.gov). In addition, the proxy
statement/prospectus and other relevant documents concerning the proposed
transaction and filed with the SEC may be obtained free of charge by contacting
Prudential plc, Laurence Pountney Hill, London EC4R 0HH, England, Attention:
Investor Relations (tel: (44 20) 7548 3537), and American General Corporation,
2929 Allen Parkway, Houston, Texas, 77019, Attention: Investor Relations (tel:
(713) 522-1111).
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY PRUDENTIAL PLC
ON APRIL 10, 2001.
PRUDENTIAL Logo
Tuesday 10 April 2001
PRUDENTIAL FILES LAWSUIT AGAINST AIG
LONDON, UK - Prudential plc announced today that it has begun an action against
American International Group, Inc. (AIG) for tortious interference with the
pending merger between Prudential and American General Corporation. The suit,
which has been brought in Texas State District Court in Harris County, alleges
that AIG has tortiously interfered with the prospective merger and the existing
merger contract between Prudential and American General. While AIG may have had
the right to make an offer, it does not have the right to interfere with the
merger using illegal or improper means. The Petition alleges that it has done
both.
Prudential alleges that AIG has engaged in illegal "gun jumping" in publicly
offering its shares in violation of Section 5 of the Securities Act of 1933
which prohibits offers of securities without the prior filing of a registration
statement or full compliance with certain conditions. By not filing its press
release and a transcript of its analysts' call as prospectuses, AIG may also
escape liability for any false or misleading statements under the statutory
provisions applicable to prospectuses.
The Petition also alleges that AIG has made false and misleading statements in
characterising its own proposal by not adequately explaining the conditionality
of that proposal or its value. Further, AIG's description of the conversations
that its chief executive had with American General's chief executive, if true,
would be in knowing violation of the merger contract and thus constitute
tortious interference with contract and, if false, would be further misleading
statements constituting tortious interference with prospective business
relations, according to the Petition.
The Petition seeks a temporary restraining order and a temporary and permanent
injunction against AIG continuing to violate Section 5 of the Securities Act and
from continuing to interfere with the merger contract. It also seeks actual and
exemplary damages against AIG.
Prudential plc noted that when applicable rules governing takeover bids in the
United Kingdom are violated, the injured party has a remedy through the Takeover
Panel. There is no equivalent agency in the United States under these
circumstances and the only means to protect its rights is through the judicial
system.
-ENDS-
News release
Corporate Relations
Prudential plc
Laurence Pountney Hill London EC4R 0HH Tel 0207-220 7588 Fax 0207-548 3725
Incorporated and registered in England and Wales.
Registered office as above. Registered number 1397169.
Prudential plc is a holding company, subsidiaries of which
are regulated in the conduct of investment business
by the Personal Investment Authority and/or IMRO.
Media Enquiries Analyst Enquiries
Geraldine Davies - 020 7548 3911 Rebecca Burrows - 020 7548 3537
Steve Colton - 020 7548 3721
Tina Christou - 020 7548 3719
Prudential plc and American General Corporation will be filing a proxy
statement/prospectus and other relevant documents concerning the proposed
transaction with the SEC. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ON THE
PROPOSED TRANSACTION. Investors will be able to obtain the document free of
charge at the SEC's website (www.sec.gov). In addition, the proxy
statement/prospectus and other relevant documents concerning the proposed
transaction and filed with the SEC may be obtained free of charge by contacting
Prudential plc, Laurence Pountney Hill, London EC4R 0HH, England, Attention:
Investor Relations (tel: (44 20) 7548 3537), and American General Corporation,
2929 Allen Parkway, Houston, Texas, 77019, Attention: Investor Relations (tel:
(713) 522-1111).