-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tpp1GCM1tzrDrQDy4NEFbQ05pP5kuP+FgXfwxqgrnoePjp4KdRpdOzMTkdSE54Nb JqsTocdTodrz8euFebirMw== 0001341004-06-002022.txt : 20060726 0001341004-06-002022.hdr.sgml : 20060726 20060726143246 ACCESSION NUMBER: 0001341004-06-002022 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060726 DATE AS OF CHANGE: 20060726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EQUITY INVESTMENT LIFE HOLDING CO CENTRAL INDEX KEY: 0001039828 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 421447959 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-123862 FILM NUMBER: 06981296 BUSINESS ADDRESS: STREET 1: 5000 WESTOWN PARKWAY STREET 2: SUITE 440 CITY: WEST DEMOINES STATE: IA ZIP: 50266 BUSINESS PHONE: 5152210002 MAIL ADDRESS: STREET 1: 5000 WESTOWN PKWY STREET 2: STE 440 CITY: WEST DES MOINES STATE: IA ZIP: 50266 424B3 1 chi494974-2.txt 424B3 Prospectus Supplement Filed Pursuant to Rule 424(b)(3) (to Prospectus dated April 22, 2005) Registration No. 333-123862 AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY $250,000,000 of 5.25% Contingent Convertible Senior Notes due 2024 $10,000,000 of Series B 5.25% Contingent Convertible Senior Notes due 2024 and Shares of Common Stock Issuable Upon Conversion of the Notes This prospectus supplement supplements the prospectus dated April 22, 2005, as supplemented by the prospectus supplements dated May 2, 2005, May 11, 2005, May 25, 2005, June 8, 2005, July 1, 2005, July 22, 2005, August 23, 2005, September 13, 2005, October 4, 2005, November 9, 2005, December 2, 2005, December 27, 2005, February 3, 2006, March 3, 2006, March 29, 2006 and May 15, 2006, relating to the resale by certain of our securityholders of up to $250,000,000 of our 5.25% Contingent Convertible Senior Notes due 2024, $10,000,000 of our Series B 5.25% Contingent Convertible Senior Notes due 2024 and the shares of our common stock issuable upon conversion of the notes. You should read this prospectus supplement in conjunction with the prospectus. This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus. The information appearing under the heading "Selling Securityholders" in the prospectus is hereby amended by the addition or substitution, as applicable, of the following:
Aggregate Percentage of Number of Shares Principal Aggregate Principal of Common Stock Amount of Notes Amount of Notes That May Be Percentage of Common Name That May Be Sold Outstanding Sold(1) Stock Outstanding(2) McMahan Securities Co., L.P................. 118,000 * 8,154 *
- ------------------- * Represents less than 1%. (1) Assumes conversion of all of the holder's notes at a conversion rate of 69.1085 shares of common stock per $1,000 principal amount at maturity of the notes. This conversion rate is subject to adjustment, however, as described under "Description of the Notes -- Conversion Rights." As a result, the number of shares of common stock issuable upon conversion of the notes may increase or decrease in the future. (2) Calculated based on Rule 13d-3(d)(i) of the Securities Exchange Act of 1934, as amended, using 38,375,157 shares of common stock outstanding as of February 28, 2005. In calculating this amount for each holder, we treated as outstanding the number of shares of common stock issuable upon conversion of all of that holder's notes, but we did not assume conversion of any other holder's notes. Investing in the notes and our common stock issuable upon their conversion involves risks. See "Risk Factors" beginning on page 7 of the prospectus. - ------------------------------------------------------------------------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. - ------------------------------------------------------------------------------- _______________________ The date of this prospectus supplement is July 26, 2006.
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