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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
AEGON N.V.
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(Name of Issuer)
Common shares, par value (euro)0.12 per share
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(Title of Class of Securities)
007924103
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(CUSIP Number)
A. Peter Harwich, Esq.
Allen & Overy
1221 Avenue of the Americas
New York, New York 10020
(212) 610-6300
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 23, 2002
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(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
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CUSIP No. 007924103
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1. Name of Reporting Person
Vereniging AEGON
I.R.S. Identification No. of Above Person
N.A.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Source of Funds
OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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6. Citizenship or Place of Organization
The Netherlands
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7. Sole Voting Power
Number of Shares 171,974,055
Beneficially Owned by each
Reporting Person
With
8. Shared Voting Power
0
9. Sole Dispositive Power
171,974,055
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
171,974,055
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
11.9%
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14. Type of Reporting Person
OO
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INTRODUCTORY STATEMENT
Vereniging AEGON (the "Association") hereby amends and supplements its
Report on Schedule 13D, originally filed with the Securities and Exchange
Commission (the "Commission") on January 16, 1998, as amended by Amendments No.
1, 2, 3, 4 and 5 (the "Schedule 13D"), with respect to the purchase of common
shares, par value (euro)0.12 per share, of AEGON N.V. ("AEGON" or the "Issuer").
Unless otherwise indicated, each capitalized term used but not defined herein
shall have the meaning assigned to such term in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
The response set forth in Item 2 of the Schedule 13D is hereby amended and
supplemented by the information set forth in Schedule A hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The response set forth in Item 3 of the Schedule 13D is hereby amended and
supplemented by the following information:
The Association and AEGON undertook the following series of transactions
(the "Transactions") pursuant to a recapitalization agreement dated September
17, 2002 (the "Recapitalization Agreement") which is incorporated in its
entirety by reference in this Amendment No. 6 to the Schedule 13D. The
Association on September 23, 2002 sold 350,000,000 common shares, of which (i)
206,400,000 common shares were sold to AEGON and (ii) 143,600,000 common shares
were sold in a secondary offering outside the United States in reliance on
Regulation S under the Securities Act of 1933. The purchase price for the
206,400,000 common shares sold by the Association to AEGON was
(euro)2,064,000,000, which amount the Association contributed as additional
paid-in capital on AEGON's existing preferred shares, all of which the
Association holds. The Association and AEGON agreed to set off their respective
payment obligations to each other; accordingly, no cash was exchanged between
the Association and AEGON as part of the Transactions.
As a result of the Transactions, the percentage of AEGON's common shares
beneficially owned by the Association decreased from approximately 37.2% to
approximately 11.9% and the percentage of AEGON's voting shares beneficially
owned by the Association decreased from approximately 52.2% to approximately
33.0%.
ITEM 4. PURPOSE OF TRANSACTION.
The response set forth in Item 4 of the Schedule 13D is hereby amended and
supplemented by the following information:
The Association undertook the Transactions in connection with the
refinancing of its existing indebtedness. The proceeds of the Transactions were
used to reduce the Association's outstanding debt and to increase the
Association's economic investment in AEGON's preferred shares to a level more
commensurate with the Association's voting rights.
The Association and AEGON are currently parties to an option agreement. The
option agreement gives the Association the right to acquire AEGON's preferred
shares in an amount necessary to prevent the Association's total voting power
from being diluted to less than a majority as a result of new issuances
of AEGON's common shares. Pursuant to the Recapitalization Agreement, AEGON and
the Association will amend this option agreement so that the Association will
only be entitled to acquire preferred shares in an amount to be mutually agreed,
which will not exceed the amount necessary to maintain the Association's voting
power at the level it will have immediately following the completion of the
Transactions.
The Association has entered into a three-year committed revolving credit
facility consisting of an equity repurchase facility (the "Repo Facility") and a
back-up credit facility (the "Back-up Facility"). Under the Repo Facility, up to
(euro)2,000,000,000 will be available for repurchase transactions using the
common shares retained by the Association following the Transactions. Under the
Back-up Facility an amount of up to (euro)1,200,000,000 will be available
subject to certain conditions. Drawdowns under the Back-up Facility are
principally intended to make certain cash payments under the Repo Facility that
will be required if the value of the common shares subject to the Repo Facility
is insufficient to meet certain customary requirements. The aggregate amount
outstanding under the Repo Facility and the Back-up Facility will not exceed
(euro)2,000,000,000.
In addition, the Association and AEGON agreed to mark to market AEGON's
existing total return swap agreements that hedge AEGON's 2001 and 2002 share
option plans based on the (euro)10.04 closing price of AEGON's common shares on
Euronext Amsterdam on September 17, 2002. This resulted in a payment to the
Association of (euro)378,300,000 by AEGON. The Association used the proceeds of
this payment to reduce its debt.
AEGON's Executive Board and Supervisory Board are considering proposing and
implementing corporate governance changes in the future. In accordance with the
Recapitalization Agreement, if those changes are adopted, they would be followed
by a further reduction in the total voting power of the Association by reducing
the number of preferred shares held by it.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The response set forth in Item 5 of the Schedule 13D is hereby amended and
supplemented by the following:
(a) The Association has acquired and, for the purpose of Rule 13d-3
promulgated under the Exchange Act, beneficially owns, as of October 10, 2002,
171,974,055 common shares, representing approximately 11.9% of the outstanding
common shares of the Issuer.
To the best of the Association's knowledge, the members of the
Association's Executive Committee in the aggregate hold common shares, or
options to acquire common shares, constituting less than 0.2% of AEGON's
outstanding common shares. Except as set forth in this Item 5(a), neither the
Association nor any other person controlling the Association owns beneficially
any common shares.
(b) The Association has sole power to vote and to dispose of 171,974,055
common shares.
To the best of the Association's knowledge, each member of the
Association's Executive Committee, who in the aggregate hold common shares, or
options to acquire common shares, constituting less than 0.2% of AEGON's
outstanding common shares, has sole power to vote and to dispose of the common
shares held by such member of the Executive Committee.
(c) On September 23, 2002, as part of the Transactions, the Association
sold 350,000,000 common shares, of which 206,400,000 common shares were sold to
AEGON at a price of (euro)10.00 per share and 143,600,000 shares were sold in
the Association's secondary offering outside the United States in reliance on
Regulation S at a price of (euro)9.80 per share. The Association sold the
143,600,000 common shares it sold outside the United States, and AEGON sold the
206,400,000 common shares it purchased from the Association, pursuant to an
Underwriting Agreement dated September 17, 2002 (the "Underwriting Agreement")
among the Association, AEGON and the underwriters named therein. The
Underwriting Agreement is incorporated in its entirety by reference herein. The
aggregate net proceeds to the Association from the sale of the 143,600,000
common shares was (euro)1,407,280,000 before expenses. Pursuant to the
Underwriting Agreement, the Association paid AEGON's expenses and the
(euro)41,280,000 underwriting discount in connection with AEGON's offering of
the common shares AEGON purchased from the Association. The purchase price for
the 206,400,000 common shares sold by the Association to AEGON was
(euro)2,064,000,000, which amount the Association contributed as additional
paid-in capital on AEGON's existing preferred shares, all of which the
Association holds.
(d) Inapplicable.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The response set forth in Item 6 of the Schedule 13D is hereby amended and
supplemented by the information set forth in Items 4 and 5(c) of this Amendment
No. 6 to the Schedule 13D.
The following document are hereby incorporated by reference herein:
Exhibit
Number
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1. Recapitalization Agreement dated September 17, 2002 between AEGON N.V.
and Vereniging AEGON (incorporated by reference to exhibit 10.1 to
AEGON N.V.'s Post-Effective Amendment No. 1, filed with the Commission
on September 20, 2002, to the Registration Statement on Form F-3 (No.
333-71438) of AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp
II).
2. Underwriting Agreement dated September 17, 2002 between AEGON N.V.,
Vereniging AEGON and the underwriters named therein (incorporated by
reference to exhibit 1.1 to AEGON N.V.'s Post-Effective Amendment No.
1 to the Registration Statement on Form F-3 (No. 333-71438)).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
Date: October 10, 2002
Vereniging AEGON
By: /s/ J.B.M. STREPPEL
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Name: J.B.M. Streppel
Title: Member of the Executive Committee
SCHEDULE A
EXECUTIVE COMMITTEE OF THE ASSOCIATION
The name, business address, title, present principal occupation or
employment of each member of the Executive Committee of the Association are set
forth below. If no business address is given below, the business address is
AEGONplein 50, 2591 TV The Hague, The Netherlands. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to such
individual's position with the Association. Unless otherwise indicated below,
all the persons listed below are citizens of The Netherlands.
Present Principal Occupation,
Including Name and
Name and Business Address Address of Employer
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P.P. Kohnstamm Chairman; Managing Director of Vastgoed Advies
(real estate consultancy)
Ruitersboslaan 17, 4837 CJ Breda
The Netherlands
J.M. Boll Member of the Council of State
(an advisory council to the Dutch Government)
Binnenhof 1, 2513 AA The Hague,
The Netherlands
J.L. Bouma Vice-chairman
P.J. Idenburg Dean of the Faculty Technology, Policy and
Management--Delft University
Jaffalaan 6, 2628 BX. Delft
The Netherlands
H. de Ruiter Vice-chairman of the Supervisory Board of
AEGON N.V.
D.J. Shepard Chairman of the Executive Board of AEGON N.V.,
U.S. Citizen
J.B.M. Streppel Executive Board Member of AEGON N.V.
M. Tabaksblat Chairman of the Supervisory Board of AEGON N.V.
EXHIBIT INDEX
Exhibit
Number Description
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1. Recapitalization Agreement dated September 17, 2002 between AEGON N.V.
and Vereniging AEGON (incorporated by reference to exhibit 10.1 to
AEGON N.V.'s Post-Effective Amendment No. 1, filed with the Commission
on September 20, 2002, to the Registration Statement on Form F-3 (No.
333-71438) of AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp
II).
2. Underwriting Agreement dated September 17, 2002 between AEGON N.V.,
Vereniging AEGON and the underwriters named therein (incorporated by
reference to exhibit 1.1 to AEGON N.V.'s Post-Effective Amendment No. 1
to the Registration Statement on Form F-3 (No. 333-71438)).