HOUSTON, June 17 /PRNewswire/ -- American General Corporation (NYSE: AGC)
today completed the previously announced acquisition of USLIFE Corporation for
$1.8 billion.  The transaction was consummated following today's approval by
both American General and USLIFE shareholders.  USLIFE, with assets of nearly
$8 billion and shareholders' equity of $1.2 billion, operates nationwide
principally through three life insurance subsidiaries and a credit insurance
company.
    In commenting on the transaction, Robert M. Devlin, chairman and chief
executive officer, said, "The acquisition of USLIFE begins a new era in
continuing to build value for our shareholders and providing valuable products
and services to an expanded customer base.  USLIFE is an excellent strategic
fit and significantly expands our presence in the financial services
marketplace by offering a broader array of financial products and services
through one of the nation's largest distribution networks.
    "Today, as a result of this acquisition, American General ranks first in
sales of universal life insurance in the nation and ranks third in individual
life insurance premium.  With assets of $75 billion, market capitalization of
nearly $12 billion, and our reputation as a leading industry consolidator,
American General has never been better positioned to deliver on its
commitments to our shareholders, customers, and agents," Devlin added.
    The USLIFE acquisition is an all-stock transaction and represents the
largest acquisition in the company's history.  Based upon the exchange ratio
of 1.1069 and a projected 36.1 million USLIFE common shares outstanding at
closing, American General issued approximately 40.0 million common shares in
the transaction, bringing the total common equivalent shares outstanding to
approximately 248.5 million.  The acquisition is being accounted for on a
pooling of interests basis.
    As a result of the acquisition, American General has life insurance in
force of over $300 billion and serves the financial needs of 10 million
customers through a distribution network of over 25,000 agents.  The
integration of USLIFE is expected to be completed within 12 months and should
result in a reduction in combined annual operating expenses of approximately
$50 million.  Given the expected savings, the acquisition will be accretive to
earnings per share at the end of the first year.
   American General Corporation is one of the nation's largest diversified
financial services organizations with assets of $75 billion and shareholders'
equity of $6.2 billion.  Headquartered in Houston, it is a leading provider of
retirement services, life insurance, and consumer loans to 10 million
customers.  American General common stock is listed on the New York, Pacific,
London, and Swiss stock exchanges.

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