EXHIBIT 1.6(c)
AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
AMERICAN GENERAL LIFE INSURANCE COMPANY
("AMENDMENT")
American General Life Insurance Company (hereinafter sometimes referred to as
the "Company"), a Texas insurer incorporated on April 11, 1960 and formerly
known as American General Life Insurance Company of Delaware, pursuant to the
provisions of Texas Insurance Code Articles 3.02a, 3.04 and 3.05 and Texas
Business Corporation Act Articles 2.12, 2.25, 4.02, 4.04 and 9.10, hereby amends
its Amended and Restated Articles of Incorporation (the "Articles") as follows:
1. The name of the corporation is American General Life Insurance Company.
2. Article IV of the Articles of the corporation is deleted in its entirety
and inserted in lieu thereof is the following:
"ARTICLE IV
A. The aggregate number of shares of capital stock which this corporation
shall have authority to issue is six hundred eight thousand five
hundred (608,500) shares, consisting of (i) eight thousand five
hundred (8,500) shares of Preferred Stock of the par value of One
Hundred Dollars ($100.00) per share ("Preferred Stock") and (ii) six
hundred thousand (600,000) shares of Common Stock of the par value of
ten dollars ($10.00) per share ("Common Stock").
B. The amount of capital stock with which this corporation will commence
business is Five Million Five Hundred Thousand Dollars
($5,500,000.00). The amount of its surplus is at least Seven Hundred
Thousand Dollars ($700,000.00).
C. Concurrent with the merger of The Franklin United Life Insurance
Company with and into American General Life Insurance Company of New
York ("AGNY"), (which is currently estimated to occur on July 31,
1995, assuming all necessary regulatory approvals have been secured,
and if not on July 31, 1995 then, alternatively, on August 31, 1995,
assuming all necessary regulatory approvals have been secured) the
Board of Directors is expressly vested with the authority to issue to
The Franklin Life Insurance Company the shares of Preferred Stock
designated below.
1. Designation and Number. There shall be only one series of
Preferred Stock, and it is hereby designated the "$80.00
Cumulative Preferred Stock" (hereinafter referred to as the
"Cumulative Preferred Stock"). The shares
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of the Cumulative Preferred Stock shall be of par value of
$100.00 each. The number of shares which shall constitute the
Cumulative Preferred Stock shall be 8,500.
2. Dividends.
(a) The Franklin Life Insurance Company or any subsequent holder
or holders of shares of the Cumulative Preferred Stock, in
preference to the holders of Common Stock and of any other
capital stock of the corporation which ranks junior to the
Cumulative Preferred Stock in respect of dividends or
distributions of assets on liquidation of the corporation
(all of which classes are hereinafter embraced in the term
"junior stock"), shall be entitled to receive as and when
declared by the Board of Directors out of the assets of the
corporation which are by law available for the payment of
dividends, cumulative cash dividends at, but not exceeding,
the rate of $80.00 per share per annum (8%). Any dividend
payment shall be made pro rata among the holders of the
Cumulative Preferred Stock.
(b) Dividends on the Cumulative Preferred Stock shall be payable
annually on the anniversary of the date of the initial
issuance of the Cumulative Preferred Stock to The Franklin
Life Insurance Company. In the event the corporation fails
to pay when due any dividends on the Cumulative Preferred
Stock, until the payment or declaration and setting apart of
all accrued dividends which have not been paid as scheduled,
(i) no dividend shall be declared and paid or set apart for
payment upon any junior stock and (ii) no other distribution
shall be made with respect to any junior stock. Each share
of the Cumulative Preferred Stock shall rank on a parity
with each other share of the Cumulative Preferred Stock with
respect to preferential dividends. Accruals of dividends on
the Cumulative Preferred Stock shall not bear interest.
3. Redemption.
(a) On or after five (5) years from the date of the initial
issuance of the Cumulative Preferred Stock to The Franklin
Life Insurance Company, shares of the Cumulative Preferred
Stock shall be redeemable in whole or in part at any time or
from time to time, at the option of the Company, at a
redemption price per share of $1,000, plus dividends accrued
to the date fixed for redemption and remaining unpaid. If
less than all outstanding shares of the Cumulative Preferred
Stock are to be redeemed, the shares of the Cumulative
Preferred Stock to be redeemed shall be redeemed pro rata.
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(b) Notice of any proposed redemption of the Cumulative
Preferred Stock under this Section shall be given by the
corporation by providing a copy of such notice at least
fifteen (15) and not more than thirty (30) days prior to the
date fixed for such redemption to each holder of record of
shares of the Cumulative Preferred Stock to be redeemed, at
its address appearing on the books of the corporation. If,
on or before the redemption date specified in such notice,
all funds necessary for such redemption shall have been set
aside by the corporation, separate and apart from its other
funds, in trust for the pro rata benefit of the holders of
the shares so called for redemption, so as to be and
continue to be available therefor, then from and after the
date of redemption so designated, notwithstanding that any
certificate for shares of the Cumulative Preferred Stock so
called for redemption shall not have been surrendered for
cancellation, the shares represented thereby shall no longer
be deemed outstanding, the right to receive dividends
thereon shall cease to accrue and all rights with respect to
such shares of the Cumulative Preferred Stock so called for
redemption shall forthwith on such redemption date cease and
terminate except only the right of the holders thereof to
receive the redemption price of such shares so to be
redeemed plus accrued and unpaid dividends up to the date
fixed for redemption, but without interest thereon. Any
moneys so set aside by the corporation and unclaimed at the
end of five (5) years from the date fixed for redemption
shall revert to the general funds of the corporation.
4. Liquidation.
(a) In the event of any liquidation, dissolution or winding up
of the affairs of the corporation (all of which are
hereinafter embraced in the word "liquidation"), then,
before any distribution or payment shall be made to the
holders of the Common Stock or any other junior stock, the
holders of the Cumulative Preferred Stock shall be entitled
to be paid in full the respective amounts fixed for such
Cumulative Preferred Stock, plus in each case a sum equal to
accrued and unpaid dividends thereon to the date of payment
thereof. After such payment shall have been made in full to
the holders of the Cumulative Preferred Stock, the remaining
assets and funds of the corporation shall be distributed
among the holders of the junior stock of the corporation
according to their respective rights. In the event that the
assets of the corporation are not sufficient to make the
payment to the holders of the Cumulative Preferred Stock
herein required to be made in full, such assets shall be
distributed to the holders of the Cumulative Preferred Stock
pro rata.
(b) The amount per share which the holders of the Cumulative
Preferred Stock shall be entitled to receive in the event of
a
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liquidation shall be (in addition to accrued and unpaid
dividends) $1,000.
(c) Neither the merger or consolidation of the Company into or
with another corporation, nor the merger or consolidation of
any other corporation into or with the Company, shall be
deemed to be a liquidation, dissolution or winding up of the
Company within the meaning of this Section 4, but the sale,
lease or conveyance of all or substantially all of the
Company's assets shall be deemed to be a liquidation,
dissolution or winding up of the Company within the meaning
of this Section 4.
5. Limitations.
(a) So long as any shares of the Cumulative Preferred Stock are
outstanding, the corporation shall not, without the consent
of the holders of at least two-thirds (2/3) of the total
number of shares of the Cumulative Preferred Stock at the
time outstanding, given in person or by proxy, by vote at a
meeting called for the purpose, increase the authorized
amount of preferred stock, or create or authorize any shares
of any class of stock ranking prior to, or on a parity with,
the Cumulative Preferred Stock in respect of dividends or
distributions of assets in the event of any liquidation
(hereinafter sometimes referred to as "prior stock" and
"parity stock," respectively), or any securities convertible
into or exchangeable for any such prior stock or parity
stock.
(b) Without the consent of the holders of at least two-thirds
(2/3) of the total number of shares of the Cumulative
Preferred Stock outstanding, given in person or by proxy, by
vote at a meeting called for the purpose, the corporation
shall not create or acquire any additional shares of the
Cumulative Preferred Stock or amend, or repeal any of the
rights, preferences or powers of holders of the Cumulative
Preferred Stock so as to affect adversely such rights,
preferences or powers.
(c) So long as any shares of the Cumulative Preferred Stock are
outstanding, the corporation shall not at any time purchase,
redeem or otherwise acquire for value any shares of
preferred stock that may be created in the future or of any
other stock ranking junior to or on a parity with the
Cumulative Preferred Stock in respect of dividends or
distribution of assets on liquidation (i) during the
continuance of any default in the payment of dividends on
the Cumulative Preferred Stock or (ii) if full dividends on
the outstanding shares of the Cumulative Preferred Stock
were not paid or set apart for payment in cash in respect of
the dividend payment date immediately preceding such time.
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6. Regarding Voting Rights.
(a) The holders of shares of the Cumulative Preferred Stock
shall be entitled to one vote per share, voting together
with the holders of Common Stock, on any question presented
to the holders of Common Stock of the corporation and to be
represented and receive notice of any meeting of the
shareholders of the corporation.
(b) If and whenever cumulative dividends on the Cumulative
Preferred Stock shall be in arrears in an amount equal to
two (2) years payments or more per share, then during the
period (hereinafter called the "class voting period")
commencing with such time and ending with the time when all
arrears in dividends of the Cumulative Preferred Stock shall
have been paid and the full dividend on the Cumulative
Preferred Stock for the current annual dividend period shall
have been paid or declared and set apart for payment, at any
meeting of the shareholders of the corporation held for the
election of directors during the class voting period, the
holders of the Cumulative Preferred Stock voting together as
a class shall be entitled (in addition to exercising such
other voting rights as they may have) to elect, by a vote of
the majority of the total votes represented by such class,
two (2) members of the Board of Directors of the
corporation, each share of the Cumulative Preferred Stock
entitling the holder thereof to one (1) vote for such
purpose. Whenever the right to elect directors shall have
accrued to the holders of the Cumulative Preferred Stock,
the proper officers of the corporation shall call a meeting
for the election of such directors, such meeting to be held
not less than forty-five (45) nor more than ninety (90) days
after the accrual of such right.
(c) Any director who shall have been elected by holders of the
Cumulative Preferred Stock, or appointed as provided herein,
may be removed at any time during a class voting period by,
and only by, the affirmative vote of the holders of record
of a majority of the outstanding shares of the Cumulative
Preferred Stock to which the right to elect directors shall
have accrued (an "Affirmative Shareholder Vote") at a
special meeting of such shareholders; and any vacancy
thereby created may be filled by an Affirmative Shareholder
Vote. If a director shall die, resign, or otherwise cease
to be a director of the corporation (other than as a result
of removal as provided herein) during a class voting period,
such vacancy shall be filled by a person appointed by the
remaining director. If both such directors shall die,
resign, or otherwise cease to be directors of the
corporation during a class voting period, such vacancies
shall be filled by an Affirmative Shareholder Vote at a
special meeting of such shareholders. At the end of the
class voting period, the holders of the Cumulative Preferred
Stock shall be
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automatically divested of all special voting power vested in
them under Sections 6(b) and (c) hereunder, but subject
always to the subsequent vesting hereunder of voting power
in the holders of the Cumulative Preferred Stock in the
event of any similar default or defaults thereafter. The
term of all directors elected pursuant to the provisions of
Sections 6(b) and (c) shall in all events expire at the end
of the class voting period.
7. Regarding Preemptive Rights. No holder of shares of the
Cumulative Preferred Stock shall by reason of his holding shares
of the Cumulative Preferred Stock have any preemptive or
preferential right to purchase or subscribe to any securities of
the corporation, now or hereafter to be authorized."
3. This Amendment was adopted by unanimous written consent of the board of
directors of AGL, and by written consent of the sole shareholder of AGL,
AGC Life Insurance Company, a Missouri-domiciled insurer, on July 13, 1995.
4. At the time of adoption of this Amendment there were 600,000 shares of
stock outstanding and entitled to vote.
5. The number of shares voting for this Amendment was 600,000. The number of
shares that voted against this Amendment was 0.
6. The Amendment does not provide for an exchange, reclassification or
cancellation of issued shares.
7. The Amendment does increase the authorized capital of the corporation by
the addition of 8,500 shares of Preferred Stock to the currently authorized
600,000 shares of Common Stock.
8. Upon the issuance of the 8,500 shares of Preferred Stock, the stated
capital of the corporation will increase from $6,000,000 to $14,500,000.
Dated: July 13, 1995.
AMERICAN GENERAL LIFE INSURANCE COMPANY
By: /s/ ROBERT S. CAUTHEN, JR.
------------------------------------
Robert S. Cauthen, Jr.
President and Chief Executive Officer
By: /s/ STEVEN A. GLOVER
------------------------------------
Steven A. Glover
Assistant Secretary
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State of Texas (S)
(S)
County of Harris (S)
BEFORE ME, the undersigned authority on this day personally appeared Robert
S. Cauthen, Jr., the President and Chief Executive Officer of American General
Life Insurance Company ("AGL"), known to me to be the person and officer whose
name is subscribed to the foregoing instrument, and after being duly sworn upon
his oath, did acknowledge to me that he executed the same as an officer of AGL
and that the statements contained therein are true and correct to the best of
his knowledge and belief.
SWORN TO AND SUBSCRIBED before me, the undersigned authority on this 13th
day of July, 1995 to certify which witness my hand and seal of office.
/s/ RHONDA K. HENRY
--------------------------------------------
Notary Public in and for the State of Texas
State of Texas (S)
(S)
County of Harris (S)
BEFORE ME, the undersigned authority on this day personally appeared Steven
A. Glover, Assistant Secretary of American General Life Insurance Company
("AGL"), known to me to be the person and officer whose name is subscribed to
the foregoing instrument, and after being duly sworn upon his oath, did
acknowledge to me that he executed the same as an officer of AGL and that the
statements contained therein are true and correct to the best of his knowledge
and belief.
SWORN TO AND SUBSCRIBED before me, the undersigned authority on this 13th
day of July, 1995 to certify which witness my hand and seal of office.
/s/ RHONDA K. HENRY
---------------------------------------------
Notary Public in and for the State of Texas
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