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 letter was sent by Jonathan Bloomer, Group Chief Executive of
Prudential plc, to Prudential senior management on April 11, 2001.
MANAGEMENT BRIEFING
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INFORMATION FOR SENIOR MANAGEMENT
11 April 2001
MERGER OF PRUDENTIAL AND AMERICAN GENERAL
In my letter dated 30 March, I promised to keep you informed of developments
with regard to our merger agreement with American General.
As you know, American International Group, Inc. ("AIG") announced last week that
it had made a conditional proposal to American General to acquire the company
and that it had invited American General to begin discussions with a view to
agreeing a deal.
American General's Board met on Monday afternoon, following which the company
issued an announcement confirming that it had agreed to meet with
representatives from AIG to discuss AIG's proposal further. American General
said that its board had not as yet reached any conclusion and could not offer
any assurance that AIG's proposal would result in a "superior proposal". The
announcement also noted that the merger agreement between American General and
Prudential remained "in full force and effect".
Separately, Prudential filed a lawsuit against AIG on Monday in Texas for
tortious interference with our prospective merger with American General. In the
UK, when applicable rules governing takeover bids are violated, parties can seek
a remedy through the Takeover Panel. In the US, however, there is no equivalent
body and under these circumstances, the only means to protect our rights is
through the judicial system.
We understand that AIG has now signed a confidentiality agreement with American
General and is in discussions with them concerning their proposal. We anticipate
that this process may take a few weeks before reaching any conclusion.
In the meantime, as noted in the American General announcement, our planned
merger agreement remains in full force and effect and work will be continuing
with regard to its implementation.
I will, of course, keep you updated over the coming weeks and thank you once
again for your continued support.
Jonathan Bloomer
Group Chief Executive
PRUDENTIAL Logo
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Issued by Group Corporate Relations, Group Internal Communications Manager
Direct Line: 0207-548 3729 Fax: 0207-548 3725
MANAGEMENT BRIEFING
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INFORMATION FOR SENIOR MANAGEMENT
Prudential plc and American General Corporation will be filing a proxy
statement/prospectus and other relevant documents concerning the proposed
transaction with the SEC. AMERICAN GENERAL CORPORATION SHAREHOLDERS 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.:
(+1 713) 522-1111).
Issued by Prudential plc, approved by UBS Warburg Ltd., a subsidiary of UBS AG
for the purposes of Section 57 of the Financial Services Act 1986. UBS Warburg
Ltd. is regulated in the UK by the Securities and Futures Authority. This does
not constitute a recommendation regarding the Prudential plc ordinary shares.
The value of an investment may go down as well as up. Investors or potential
investors should seek advice from an independent financial adviser as to the
suitability for the individual concerned.
PRUDENTIAL Logo
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Issued by Group Corporate Relations, Group Internal Communications Manager
Direct Line: 0207-548 3729 Fax: 0207-548 3725