SPRINGLEAF FINANCE CORP FORM 8-K (Current report filing) Filed 02/17/11 for the Period Ending 02/17/11 Address 601 NW SECOND ST EVANSVILLE, IN 47708 Telephone 8124248031 CIK 0000025598 SIC Code 6141 - Personal Credit Institutions Fiscal Year 12/31 http://www.edgar-online.com Copyright 2013, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.
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): February 11, 2011 Commission file number 1-06155 AMERICAN GENERAL FINANCE CORPORATION (Exact name of registrant as specified in its charter) Indiana 35-0416090 (State of Incorporation) (I.R.S. Employer Identification No.) 601 N.W. Second Street, Evansville, IN 47708 (Address of principal executive offices) (Zip Code) (812) 424-8031 (Registrant s telephone number, including area code) 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))
Item 5.07 Submission of Matters to a Vote of Security Holders. On February 11, 2011, American General Finance, Inc., the sole shareholder of American General Finance Corporation (the Company ), executed a Unanimous Written Consent in lieu of a meeting (the Consent ), pursuant to which all outstanding shares of the Company were voted in favor of authorizing, and which did authorize, an amendment to Article I of the Company s Amended and Restated Articles of Incorporation (the Articles of Incorporation ) to change the Company s name to Springleaf Finance Corporation. The Consent also was executed by each of the Company s Directors. The name change will be effective on March 7, 2011, at 12:01 a.m. Item 8.01 Other Events. On February 15, 2011, the Company filed Articles of Amendment (the Amendment ) to the Articles of Incorporation with the Indiana Secretary of State, amending Article I of the Articles of Incorporation to change the Company s name to Springleaf Finance Corporation, effective on March 7, 2011, at 12:01 a.m. The foregoing description of the Amendment is qualified in its entirety by the complete text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference in its entirety. CAUTIONARY STATEMENT This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to the effectiveness of the Company s name change. Please refer to our Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2010, June 30, 2010 and March 31, 2010, our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, our Current Report on Form 8-K filed with the Securities and Exchange Commission (the SEC ) on December 3, 2010, and other past and future reports and other information that we have filed or file with the SEC for a description of the business environment in which we operate and the important factors, many of which are outside of our control, which could cause our actual results, financial condition and business practices to differ, possibly materially, from those indicated in forwardlooking statements. We are under no obligation (and expressly disclaim any obligation) to update or alter any forward-looking statement, whether written or oral, that we may make from time to time, whether as a result of new information, future events or otherwise. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit 3.1 Articles of Amendment to the Company s Amended and Restated Articles of Incorporation
Signature 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 thereunto duly authorized. AMERICAN GENERAL FINANCE CORPORATION (Registrant) Date: February 17, 2011 By /s/ Donald R. Breivogel, Jr. Donald R. Breivogel, Jr. Senior Vice President and Chief Financial Officer
Exhibit Index Exhibit Number 3.1 Articles of Amendment to the Company s Amended and Restated Articles of Incorporation
ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION State Form 38333 (R10 /1-03) Approved by State Board of Accounts, 1995 TODD ROKITA SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St., Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576 INSTRUCTIONS: Use 8 1/2" x 11" white paper for attachments. Indiana Code 23-1-38-1 et seq. Present original and one copy to address in upper right hand corner of this form. Please TYPE or PRINT. Filing Fee: $30.00 Please visit our office on the web at www.sos.in.gov. Name of Corporation ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF American General Finance Corporation Date of incorporation 12/22/1927 The undersigned officers of the above referenced Corporation ( hereinafter referred to as the "Corporation" ) existing pursuant to the provisions of: ( indicate appropriate act ) Indiana Business Corporation Law Indiana Professional Corporation Act of 1983 as amended (hereinafter referred to as the "Act"), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts: ARTICLE I Amendment(s) The exact text of Article(s) 1 of the Articles of Incorporation is now as follows: ( NOTE: If amending the name of corporation, write Article "I" in space above and write "The name of the Corporation is," below. ) The name of the Corporation is Springleaf Finance Corporation (effective March 7, 2011). Date of each amendment's adoption: ARTICLE II
2/11/11 ( Continued on the reverse side )
ARTICLE III Manner of Adoption and Vote Mark applicable section: NOTE - Only in limited situations does Indiana law permit an Amendment without shareholder approval. Because a name change requires shareholder approval, Section 2 must be marked and either A or B completed. SECTION 1 This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required. SECTION 2 The shareholders of the Corporation entitled to vote in respect to the amendment adopted the proposed amendment. The amendment was adopted by: ( Shareholder approval may be by either A or B. ) A. Vote of such shareholders during a meeting called by the Board of Directors. The result of such vote is as follows: Shares entitled to vote. Number of shares represented at the meeting. Shares voted in favor. Shares voted against. entitled to vote. B. Unanimous written consent executed on February 11, 20 _ 11 and signed by all shareholders ARTICLE IV Compliance with Legal Requirements The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation. I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this _ 11th day of _ February, 20 _ 11. Signature of current officer or chairman of the board Printed name of officer or chairman of the board Jack R. Erkilla Signator's title Senior Vice President