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EXHIBIT 3.1, PART 6, ARTICLES OF AMENDMENT FILED AT 2:43 P.M.,
JULY 17, 2000, AS INSTRUMENT NO. W212628
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ARTICLES OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to Section 490.602 of the Iowa Business Corporation Act, the
undersigned corporation adopts the following amendment to the Corporation's
Articles of Incorporation.
1. The name of the corporation is AMERICAN EQUITY INVESTMENT LIFE HOLDING
COMPANY.
2. The Articles of Incorporation of AMERICAN EQUITY INVESTMENT LIFE HOLDING
COMPANY are hereby amended as follows:
A. By deleting in its entirety the first sentence of
Article IV, which now states:
-DELETION-
The number of shares that may be issued by this Corporation is
27,000,000 shares of which 2,000,000 shares of the par value
of $1 per share, shall be designated Series Preferred Stock
and 25,000,000 shares of the par value of $1 per share shall
be designated Common Stock.
and inserting in lieu thereof the following:
-INSERTION-
The number of shares that may be issued by this Corporation is
77,000,000 shares of which 2,000,000 shares of the par value
of $1 per share, shall be designated Series Preferred Stock
and 75,000,000 shares of the par value of $1 per share shall
be designated Common Stock.
B. By adding new Article VI thereto, which shall state as
follows:
ARTICLE VI
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The directors of the Corporation shall be divided into three
classes, designated Class I, Class II and Class III. Each
class shall consist, as nearly as may be possible, of
one-third of the total number of directors constituting the
entire board of directors. The initial division of the board
of directors into classes shall be made by the decision of the
affirmative vote of the holders of a majority of the
outstanding shares of the Corporation's capital stock entitled
to vote thereon at the Annual Meeting of the stockholders in
2000. The term of the initial Class I directors shall
terminate on the date of the 2001 Annual Meeting; the term of
the initial Class II directors shall terminate on the date of
the 2002 Annual Meeting; and the term of the initial Class III
directors shall terminate on the date of the 2003 Annual
Meeting. At each succeeding Annual Meeting of stockholders
beginning in 2001, successors to the class of directors whose
term expires at that Annual Meeting shall be elected for a
three-year term. If the number of directors is changed, any
increase or decrease shall be apportioned among the classes so
as to maintain the number of directors in each class as nearly
equal as possible, and any additional director of any class
elected to fill a vacancy resulting from an increase in such
class shall hold office for a term that shall coincide with
the remaining term of that class, but in no case will a
decrease in the number of directors shorten the term of any
incumbent director.
3. The date of adoption of the amendments was June 22, 2000.
4. The amendments were approved by the shareholders. The designation, number of
outstanding shares, number of votes entitled to be cast by each voting group
entitled to vote separately on the amendment, and the number of votes of each
voting group indisputably represented at the meeting is as follows:
<TABLE>
<CAPTION>
Votes Entitled
Designation Shares to be Cast on Votes Represented
of Group Outstanding Amendment Represented
----------- ----------- --------------- -----------------
<S> <C> <C> <C>
Common 4,712,510 4,712,510 3,847,785
Preferred 625,000 -0- -0-
(nonvoting)
</TABLE>
A. The total number of votes cast for and against amendment A.
described above (to increase the number of shares of
authorized common stock) by each voting group entitled to vote
separately on the amendment is as follows:
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<TABLE>
<CAPTION>
Voting Group Votes For Votes Against Abstaining
------------ --------- ------------- ----------
<S> <C> <C> <C>
Common 3,762,785 73,000 12,000
Preferred N/A N/A
</TABLE>
The number of votes cast for the amendment by each voting
group was sufficient for approval by that voting group.
B. The total number of votes cast for and against amendment B.
described above (to create a staggered board of directors) by
each voting group entitled to vote separately on the amendment
is as follows:
<TABLE>
<CAPTION>
Voting Group Votes For Votes Against Abstaining
------------ --------- ------------- ----------
<S> <C> <C> <C>
Common 3,832,285 9,500 6,000
Preferred N/A N/A
</TABLE>
The number of votes cast for the amendment by each voting
group was sufficient for approval by that voting group.
Dated this 11th day of July, 2000.
AMERICAN EQUITY INVESTMENT LIFE HOLDING
COMPANY
By: /s/ Wendy L. Carlson
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Wendy L. Carlson, Chief Financial Officer
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