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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2005
AMERICAN EQUITY
INVESTMENT LIFE HOLDING COMPANY
(Exact Name of Registrant as Specified in its Charter)
IOWA 001-31911 42-1447959
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
5000 Westown Parkway, Suite 440
West Des Moines, Iowa 50266
(Address of Principal Executive Offices) (Zip Code)
(515) 221-0002
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On March 31, 2005, American Equity Investment Life Holding Company
(the "Company") entered into a Stock Sale/Purchase Agreement, effective January
1, 2005 (the "Agreement"), pursuant to which the Company acquired 100% of the
outstanding shares of American Equity Investment Service Company ("AEISC") from
David Noble, the Company's Chairman, Chief Executive Officer, President and
Treasurer. A copy of the Agreement is filed as Exhibit 10.1 hereto and is
incorporated herein by reference.
AEISC is an insurance agency and holds licenses in each state in which
the Company's life insurance subsidiaries market annuity products.
Additionally, AEISC has historically provided commission financing to the
Company under a General Agency Commission and Servicing Agreement between AEISC
and the Company that was approved and monitored by the Iowa Insurance Division.
See footnote 8 to the Company's consolidated financial statements contained in
the Company's Annual Report on Form 10-K/A for the fiscal year ended December
31, 2004.
The purchase price for the shares was $2.5 million cash in the
aggregate and the closing of the acquisition of the shares occurred on March
31, 2005. The Company also agreed that at the time of closing AEISC would repay
a $3.0 million loan from Mr. Noble so that Mr. Noble could in turn repay a
personal loan of the same amount, which was secured from an unrelated bank and
loaned to AEISC to provide working capital. There was no prepayment penalty to
AEISC as a result of the early pay off of the loan. The pay off was funded from
AEISC's available cash and cash equivalents at the time of closing. Mr. Noble
will remain liable under a personal guarantee for approximately $20 million of
AEISC's indebtedness to an unrelated party.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits:
Exhibit
Number Description
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10.1 Stock Sale/Purchase Agreement, dated March 31, 2005, between
American Equity Investment Life Holding Company, an Iowa
corporation, and D.J. Noble, an individual.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 6, 2005 AMERICAN EQUITY INVESTMENT
LIFE HOLDING COMPANY
By: /s/ Wendy L. Carlson
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Wendy L. Carlson
Chief Financial Officer and
General Counsel
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EXHIBIT INDEX
Exhibit
Number Description
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10.1 Stock Sale/Purchase Agreement, dated March 31, 2005, between
American Equity Investment Life Holding Company, an Iowa
corporation, and D.J. Noble, an individual.
4