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 of Prudential plc
to Prudential staff on March 30, 2001.
[PRUDENTIAL LOGO]
Jonathan Bloomer
Group Chief Executive
Prudential plc
Laurence Pountney Hill
London EC4R 0HH
Tel 020 7220 7588
Direct line 020 7548 3100
Fax 020 7548 3630
TO ALL STAFF
30 March 2001
MERGER OF PRUDENTIAL AND AMERICAN GENERAL CORPORATION
When we announced the proposed merger with American General Corporation on 12
March, I promised to keep you informed of developments and this letter is to
update you on progress.
Since the announcement, Philip Broadley and I, together with Bob Devlin and his
senior team at American General, have spent the last three weeks on an investor
roadshow in the United States, the UK and Continental Europe. The purpose of
these meetings was to brief both companies' investors about the rationale for
the transaction, provide them with more detail about our respective business
operations and highlight how much the two businesses complement each other.
These meetings went very well and it was particularly useful to be able to tell
UK investors more about American General, and US investors more about our own
business.
Looking further ahead, our shareholders will have the opportunity to ask
questions about the proposed merger and to vote on it at an Extraordinary
General Meeting. The date of this meeting has yet to be agreed but it is likely
to be in June and we will be confirming details to shareholders shortly.
As well as updating you on progress with the transaction, I wanted to take this
opportunity to provide you with some more information about American General and
what the merger will mean for us at Prudential. We believe that American General
is a truly outstanding business. Its operations are organised into two strategic
business groups - Asset Accumulation run by John Graf and Financial Services run
by Rod Martin - through which its operating divisions are managed. John is
responsible for the Retirement Services division - the third largest writer of
annuities in the US - and following the completion of the merger, he will also
be responsible for Jackson National Life and PPM America. Rod is responsible for
the Life Insurance division which is the second largest issuer of life policies
in the US, and the Consumer Finance division, the third largest US specialist
lender.
Through Jackson National Life, we already have a superb business in the US but
the merger with American General will enhance our position in that market still
further and make us the leader in a number of product areas including being the
number one provider of annuities. Like Prudential, American General has
successfully delivered strong shareholder returns by developing a powerful
multi-brand, multi-channel business model. Both Jackson and American General
have developed their own distinct product ranges and distribution networks and
there is very little overlap between the two businesses. While Prudential and
American General are successful in their own right, we believe that by combining
our respective businesses we will be able to deliver faster growth and create
greater value both in the near and longer-term.
However, this transaction is not just about our operations in the US. With our
enhanced international scope, we believe that the combined group will generate
stronger revenue and earnings growth and have a larger capital base which will
ensure that we are even better placed to capitalise on the outstanding
opportunities and potential that exists in Asia, the UK and Europe. This is
entirely consistent with our stated strategy of being an international retail
financial services player of scale in each of our chosen markets.
I believe that this merger, which will create the world's sixth largest
insurance group, is an outstanding opportunity for all of us at Prudential and I
would like to thank you for your continued support.
/s/ Jonathan Bloomer
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.