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 and May
11, 2005, 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
Principal Percentage of
Amount Aggregate Principal Number of Shares Percentage of
of Notes That Amount of Notes of Common Stock Common Stock
Name May Be Sold Outstanding That May Be Sold(1) Outstanding(2)
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Deutsche Bank Securities Inc. .............. 17,500,000 6.73% 1,209,398 3.06%
Newport Alternative Income Fund............. 980,000 * 67,726 *
Putnam High Income Bond Fund................ 1,050,000 * 72,563 *
Silvercreek II Limited...................... 2,957,000 1.14% 204,353 *
Silvercreek Limited Partnership............. 3,134,000 1.21% 216,586 *
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* 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.
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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.
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The date of this prospectus supplement is May 25, 2005.