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EX-3 - EXHIBIT 3.1 - ONEMAIN FINANCE CORP | agfcinarticlesofamendmentfor.htm |
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 | ||
(Registrants 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 Companys Amended and Restated Articles of Incorporation (the Articles of Incorporation) to change the Companys name to Springleaf Finance Corporation. The Consent also was executed by each of the Companys 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 Companys 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 Companys 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 forward-looking 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 Companys 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 |
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| (Registrant) |
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Date: | February 17, 2011 |
| By | /s/ | Donald R. Breivogel, Jr. |
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| Donald R. Breivogel, Jr. |
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| Senior Vice President and Chief Financial Officer |
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Exhibit Index
Exhibit
Number
3.1
Articles of Amendment to the Companys Amended and Restated Articles of Incorporation