AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 20, 2002
REGISTRATION NO. 333-71438
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SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 1
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AEGON N.V.
(Exact name of Registrant as specified in
its charter) AEGON FUNDING CORP. AEGON FUNDING CORP. II
Not Applicable (Exact name of Registrant as specified (Exact name of Registrant as specified
(Translation of Registrant's name into in its charter) in its charter)
English) Delaware Delaware
The Netherlands (State or other jurisdiction of (State or other jurisdiction of
(State or other jurisdiction of incorporation or organization) incorporation or organization)
incorporation or organization) 42-1489646 42-1510367
Not Applicable (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
(I.R.S. Employer Identification No.)
AEGONplein 50 Corporation Trust Center Corporation Trust Center
2591 TV The Hague 1209 Orange Street 1209 Orange Street
The Netherlands Wilmington, DE 19801 Wilmington, DE 19801
011-31-70-344-3210 (Address and telephone number of (Address and telephone number of
(Address and telephone number of Registrant's principal executive Registrant's principal executive
Registrant's principal executive offices) offices) offices)
Craig D. Vermie, Esq.
AEGON USA, INC.
4333 Edgewood Road NE
Cedar Rapids, IA 52499
(319) 398-8814
(Name, address and telephone number of agent for service)
Copy of communications to:
A. Peter Harwich
Allen & Overy
1221 Avenue of the Americas
New York, NY 10020
(212) 610-6471
-----------------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
[ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
Calculation of Registration Fee
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Proposed maximum
Amount to be Proposed maximum aggregate Amount of
Title of each class of securities to be registered offering price per offering price registration
registered (1)(2) unit (1)(2) (1)(2) fee (2)
--------------------------------------------- ------------ ------------------ ---------------- ------------
Common shares, euro 0.12 par value (4).......
Debt securities .............................
Guarantees with respect to debt
securities (5)............................
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Total .................................. $4,000,000,000 N/A $4,000,000,000 $1,000,000(3)(6)
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(1) There are being registered under this registration statement such
indeterminate number of common shares of AEGON N.V. and such indeterminate
principal amount of debt securities of AEGON N.V., AEGON Funding Corp. and
AEGON Funding Corp. II as shall have an aggregate offering price not to
exceed $4,000,000,000. If any debt securities are issued at original issue
discount, such greater principal amount as shall result in net proceeds of
$4,000,000,000 or the equivalent in foreign currency is being registered
under this registration statement. Any securities registered under this
registration statement may be sold separately or as units with other
securities registered under this registration statement. The proposed
maximum offering price per unit will be determined, from time to time, by
the registrant in connection with the issuance of the securities under this
registration statement.
(2) Pursuant to General Instruction II.C of Form F-3, not specified with
respect to each class of securities to be registered.
(3) Calculated in accordance with Rule 457(o) under the Securities Act of 1933.
(4) Including such indeterminate number of common shares of AEGON N.V. as may
be issued from time to time upon conversion or exchange of debt securities
that are convertible or exchangeable into common shares, to the extent any
of such debt securities are, by their terms, convertible or exchangeable
for common shares. No separate consideration will be received for common
shares issuable upon conversion of or in exchange for any securities
registered hereunder that provide for conversion or exchange into such
securities.
(5) Debt securities issued by AEGON Funding Corp. or AEGON Funding Corp. II
will be fully and unconditionally guaranteed by AEGON N.V. No separate
consideration will be received from investors for such guarantees.
(6) Previously paid.
EXPLANATORY NOTE
The purpose of this post-effective amendment no. 1 to the registration
statement is to file certain exhibits to the registration statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 9. EXHIBITS
Exhibit
Number Description
--------- -----------------------------------------------------------------
1.1 Underwriting Agreement dated September 17, 2002 among AEGON N.V.,
Vereniging AEGON and the underwriters named therein
*4.1 Articles of Incorporation of AEGON N.V.
*4.2 Specimen share certificate
*4.3 Indenture between AEGON N.V., AEGON Funding Corp., AEGON Funding
Corp. II and Citibank, N.A., as Trustee
*5.1 Opinion of Allen & Overy, New York, New York
*5.2 Opinion of Allen & Overy, Amsterdam, The Netherlands
10.1 Recapitalization Agreement dated September 17, 2002 between AEGON
N.V. and Vereniging AEGON
*23.1 Consent of Allen & Overy, New York, New York (included in Exhibit
5.1)
*23.2 Consent of Allen & Overy, Amsterdam, The Netherlands (included in
Exhibit 5.2)
*23.3 Consent of Ernst & Young Accountants
*24.1 Powers of attorney
*25.1 Statement of Eligibility under the Trust Indenture Act of 1939 on
Form T-1
* Filed with the Commission October 11, 2001.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
AEGON N.V., certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form F-3 and has duly caused this
post-effective amendment no. 1 to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in The Hague, The
Netherlands, on this 18th day of September, 2002.
AEGON N.V.
By: *
-----------------------------------
Name: D.J. Shepard
Title: Chief Executive Officer/
Chairman of the Executive Board
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment no. 1 to the registration statement has been signed by
the following persons (who comprise a majority of the Corporate Executive Board)
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* Chief Executive Officer and Chairman of September 18, 2002
------------------------------- the Executive Board
D.J. SHEPARD (Principal Executive Officer)
* Executive Board Member September 18, 2002
-------------------------------
J.B.M. STREPPEL (Principal Financial and Principal Accounting Officer)
Executive Board Member September 18, 2002
-------------------------------
J. G. VAN DER WERF
* Executive Board Member September 18, 2002
-------------------------------
P. VAN DE GEIJN
* Chairman of the Supervisory September 18, 2002
------------------------------ Board
M. TABAKSBLAT
* Vice Chairman of the Supervisory Board September 18, 2002
-------------------------------
H. DE RUITER
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* Supervisory Board Member September 18, 2002
-------------------------------
K.J. STORM
* Supervisory Board Member September 18, 2002
-------------------------------
D.G. EUSTACE
* Supervisory Board Member September 18, 2002
-------------------------------
O.J. OLCAY
* Supervisory Board Member September 18, 2002
-------------------------------
K.M.H. PEIJS
* Supervisory Board Member September 18, 2002
-------------------------------
G.A. POSTHUMUS
* Supervisory Board Member September 18, 2002
-------------------------------
T. REMBE
* Supervisory Board Member September 18, 2002
-------------------------------
W.F.C. STEVENS
* Supervisory Board Member September 18, 2002
-------------------------------
F.J. DE WIT
* Authorized U.S. Representative September 18, 2002
-------------------------------
C.D. VERMIE
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Pursuant to the requirements of the Securities Act of 1933, the registrant,
AEGON Funding Corp., certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form F-3 and has duly caused this
post-effective amendment no. 1 to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Wilmington,
Delaware, on this 18th day of September, 2002.
AEGON Funding Corp.
By: *
------------------------
Name: R.J. McGraw
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment no. 1 to the registration statement has been signed by
the following persons (who comprise a majority of the Board of Directors) in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
* President September 18, 2002
------------------------------- (Principal Executive Officer)
R.J. MCGRAW
* Treasurer September 18, 2002
------------------------------- (Principal Financial Officer and Principal
C.M. VAN KATWIJK Accounting Officer)
* Secretary September 18, 2002
-------------------------------
C.D. VERMIE
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Pursuant to the requirements of the Securities Act of 1933, the registrant,
AEGON Funding Corp. II, certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form F-3 and has duly caused this
post-effective amendment no. 1 to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Wilmington,
Delaware, on this 18th day of September, 2002.
AEGON Funding Corp. II
By: *
-------------------------
Name: R.J. McGraw
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment no. 1 to the registration statement has been signed by
the following persons (who comprise a majority of the Board of Directors) in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
* President September 18, 2002
------------------------------- (Principal Executive Officer)
R.J. MCGRAW
* Treasurer September 18, 2002
------------------------------- (Principal Financial Officer and Principal
C.M. VAN KATWIJK Accounting Officer)
* Secretary September 18, 2002
-------------------------------
C.D. VERMIE
* By his signature below, the undersigned, pursuant to a duly authorized power
of attorney filed with the Securities and Exchange Commission, has signed this
post-effective amendment no. 1 to the registration statement on behalf of the
person indicated.
/s/ E. Lagendijk
---------------------------
E. LAGENDIJK
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EXHIBIT INDEX
Exhibit
Number Description
--------- -----------------------------------------------------------------
1.1 Underwriting Agreement dated September 17, 2002 among AEGON N.V.,
Vereniging AEGON and the underwriters named therein
*4.1 Articles of Incorporation of AEGON N.V.
*4.2 Specimen share certificate
*4.3 Indenture between AEGON N.V., AEGON Funding Corp., AEGON Funding
Corp. II and Citibank, N.A., as Trustee
*5.1 Opinion of Allen & Overy, New York, New York
*5.2 Opinion of Allen & Overy, Amsterdam, The Netherlands
10.1 Recapitalization Agreement dated September 17, 2002 between AEGON
N.V. and Vereniging AEGON
*23.1 Consent of Allen & Overy, New York, New York (included in Exhibit
5.1)
*23.2 Consent of Allen & Overy, Amsterdam, The Netherlands (included in
Exhibit 5.2)
*23.3 Consent of Ernst & Young Accountants
*24.1 Powers of attorney
*25.1 Statement of Eligibility under the Trust Indenture Act of 1939 on
Form T-1
* Filed with the Commission October 11, 2001.
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