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AEGON LTD. — Capital/Financing Update 2009
Dec 23, 2009
30489_rns_2009-12-23_f7a31579-d14d-4a89-8a56-73b7b76a54fb.zip
Capital/Financing Update
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POSASR 1 a09-36948_1posasr.htm POST-EFFECTIVE AMENDMENT NO. 2
*Registration No. 333-150786*
*SECURITIES AND EXCHANGE COMMISSION*
*Washington, D.C. 20549*
*Post-Effective Amendment No. 2*
*to*
*FORM F-3*
*REGISTRATION STATEMENT*
*UNDER THE SECURITIES ACT OF 1933*
| AEGON
N.V. | AEGON
FUNDING COMPANY LLC |
| --- | --- |
| (Exact name of Registrant
as specified in its charter) | (Exact name of
Registrant as specified in its charter) |
| Not Applicable (Translation of Registrants name into English) | Delaware (State or other jurisdiction of incorporation or organization) |
| The Netherlands (State or other jurisdiction of incorporation or organization) | 42-1489646 (I.R.S. Employer Identification No.) |
| Not Applicable | Corporation Trust Center |
| (I.R.S. Employer Identification No.) | 1209 Orange Street |
| | Wilmington, DE 19801 |
| AEGONplein 50 | (319) 355-8511 |
| PO Box 85 | (Address and telephone number of |
| 2501 CB The Hague | Registrants principal executive offices) |
| The Netherlands | |
| 011-31-70-344-3210 (Address and telephone number of Registrants principal executive offices) | |
*Craig D. Vermie, Esq.*
*AEGON USA, INC.*
*4333 Edgewood Road NE*
*Cedar Rapids, IA 52499*
*(319) 355-8511*
(Name, address and telephone number of agent for service)
Copy of communications to:
*A. Peter Harwich, Esq.*
*Allen & Overy LLP*
*1221 Avenue of the Americas*
*New York, NY 10020*
*(212) 610-6300*
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. o
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. o
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. o
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
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*Explanatory Note*
The purpose of this Post-Effective Amendment No. 2 to the Registration Statement is to file certain exhibits to the Registration Statement.
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PART II
*INFORMATION NOT REQUIRED IN PROSPECTUS*
*Item 9. Exhibits*
| Exhibit Number | Description |
|---|---|
| 1.1 | Form |
| of Underwriting Agreement(1) | |
| 1.2 | Underwriting |
| Agreement dated August 13, 2009 among AEGON N.V. and the underwriters named | |
| therein(2) | |
| 1.3 | Underwriting |
| Agreement dated November 23, 2009 among AEGON N.V. and the underwriters named | |
| therein | |
| 4.1 | Articles |
| of Incorporation of AEGON N.V., as amended and restated May 3, 2007(3) | |
| 4.2 | Amendment |
| of the 1983 Merger Agreement among AEGON and Vereniging AEGON(4) | |
| 4.3 | Preferred |
| Shares Voting Rights Agreement(5) | |
| 4.4 | Specimen |
| Share Certificate(6) | |
| 4.5 | Indenture |
| between AEGON N.V., AEGON Funding Corp., AEGON Funding Corp. II and Citibank, | |
| N.A., as Trustee(7) | |
| 4.6 | Form |
| of Guarantee (included in Exhibit 4.5) | |
| 4.7 | Form |
| of Warrant Agreement(8) | |
| 4.8 | Form |
| of Purchase Contract Agreement(9) | |
| 4.9 | Form |
| of Unit Agreement(10) | |
| 4.10 | Seventh |
| Supplemental Indenture among AEGON N.V., The Bank of New York Mellon Trust | |
| Company, N.A. and Citibank, N.A., dated as of November 27, 2009 | |
| 4.11 | Form |
| of 4.625% Senior Note due 2015(included in Exhibit 4.10) | |
| 5.1 | Opinion |
| of Allen & Overy, New York, New York(11) | |
| 5.2 | Opinion |
| of Allen & Overy, Amsterdam, The Netherlands(12) | |
| 8.1 | Tax |
| Opinion of Allen & Overy, New York, New York(13) | |
| 23.1 | Consent |
| of Allen & Overy, New York, New York (included in Exhibit 5.1 and Exhibit | |
| 8.1) | |
| 23.2 | Consent |
| of Allen & Overy, Amsterdam, The Netherlands (included in Exhibit 5.2) | |
| 23.3 | Consent |
| of Ernst & Young Accountants, Independent Registered Public Accounting | |
| Firm(14) | |
| 24.1 | Powers |
| of Attorney(15) | |
| 24.2 | Powers |
| of Attorney(16) | |
| 25.1 | Statement |
| of Eligibility of The Bank of New York Trust Company, N.A. under the Trust | |
| Indenture Act of 1939 on Form T-1(17) |
| (1) | Incorporated
by reference to Exhibit 1.1 to Pre-Effective Amendment No. 2 to Form F-3
(file no. 333-106497) filed with the SEC on September 23, 2003. |
| --- | --- |
| (2) | Incorporated
by reference to Exhibit 1.2 to Post-Effective Amendment No. 1 to Form F-3
(file no. 333-150786) filed with the SEC on November 12, 2009. |
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| (3) | Incorporated
by reference to Form 6-K furnished to the SEC on May 31, 2007. |
| --- | --- |
| (4) | Incorporated
by reference to Exhibit 4.2 to Form F-3 (file no. 333-106497) filed with the
SEC on June 25, 2003. |
| (5) | Incorporated
by reference to Exhibit 4.3 to Form F-3 (file no. 333-106497) filed with the
SEC on June 25, 2003. |
| (6) | Incorporated
by reference to Exhibit 4.2 to Form F-3 (file no. 333-71438) filed with the
SEC on October 11, 2001. |
| (7) | Incorporated
by reference to Exhibit 4.3 to Form F-3 (file no. 333-71438) filed with the
SEC on October 11, 2001. |
| (8) | Incorporated by reference to Exhibit 4.12 to Pre-Effective Amendment
No. 2 to Form F-3 (file no. 333-106497) filed with the SEC on September 21,
2003. |
| (9) | Incorporated
by reference to Exhibit 4.13 to Pre-Effective Amendment No. 2 to Form F-3
(file no. 333-106497) filed with the SEC on September 23, 2003. |
| (10) | Incorporated
by reference to Exhibit 4.14 to Pre-Effective Amendment No. 2 to Form F-3
(file no. 333-106497) filed with the SEC on September 23, 2003. |
| (11) | Incorporated
by reference to Exhibit 5.1 to Form F-3 (file no. 333-150786) filed with the
SEC on May 9, 2008. |
| (12) | Incorporated
by reference to Exhibit 5.2 to Form F-3 (file no. 333-150786) filed with the
SEC on May 9, 2008. |
| (13) | Incorporated
by reference to Exhibit 8.1 to Form F-3 (file no. 333-150786) filed with the
SEC on May 9, 2008. |
| (14) | Incorporated
by reference to Exhibit 23.3 to Form F-3 (file no. 333-150786) filed with the
SEC on May 9, 2008. |
| (15) | Incorporated
by reference to the signature pages of Form F-3 (file no. 333-150786) filed
with the SEC on May 9, 2008. |
| (16) | Incorporated
by reference to Exhibit 24.2 to Post-Effective Amendment No. 1 to Form F-3
(file no. 333-150786) filed with the SEC on November 12, 2009. |
| (17) | Incorporated
by reference to Exhibit 25.1 to Form F-3 (file no. 333-150786) filed with the
SEC on May 9, 2008. |
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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. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The Hague, The Netherlands, on this 23rd day of December, 2009.
| AEGON N.V. | |
|---|---|
| By: | |
| /s/ C.M. VAN KATWIJK | |
| Name: | C.M. van Katwijk |
| Title: | Executive |
| Vice President |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons (who comprise a majority of the Executive, Management and Supervisory Boards) in the capacities and on the dates indicated.
| Signature | Title | Date |
|---|---|---|
| * | Chief Executive | |
| Officer and Chairman of the Executive and Management Boards (Principal | ||
| Executive Officer) | December 23, | |
| 2009 | ||
| A.R. WYNAENDTS | ||
| * | Member of the | |
| Executive and Management Boards and Chief Financial Officer (Principal | ||
| Financial Officer and Principal Accounting Officer) | December 23, | |
| 2009 | ||
| J.J. NOOITGEDAGT | ||
| * | Chairman of the | |
| Supervisory Board | December 23, | |
| 2009 | ||
| D.G. EUSTACE | ||
| * | Vice-Chairman of | |
| the Supervisory Board | December 23, | |
| 2009 | ||
| I.W. BAILEY, II | ||
| * | Supervisory | |
| Board Member | December 23, | |
| 2009 | ||
| A. BURGMANS | ||
| * | Supervisory | |
| Board Member | December 23, | |
| 2009 | ||
| A.W.H. DOCTERS VAN | ||
| LEEUWEN | ||
| * | Supervisory | |
| Board Member | December 23, | |
| 2009 | ||
| C. KEMPLER | ||
| * | Supervisory | |
| Board Member | December 23, | |
| 2009 | ||
| S. LEVY |
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| * | Supervisory
Board Member | December 23,
2009 |
| --- | --- | --- |
| K.M.H. PEIJS | | |
| * | Vice-Chairman of
the Supervisory Board | December 23,
2009 |
| R.J. ROUTS | | |
| * | Supervisory
Board Member | December 23,
2009 |
| K.J. STORM | | |
| * | Supervisory
Board Member | December 23,
2009 |
| B. VAN DER VEER | | |
| * | Supervisory Board
Member | December 23,
2009 |
| L.M. VAN WIJK | | |
| * | Supervisory
Board Member | December 23,
2009 |
| D.P.M. VERBEEK | | |
| * | Authorized U.S.
Representative | December 23,
2009 |
| C.D. VERMIE | | |
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Pursuant to the requirements of the Securities Act of 1933, the Registrant, AEGON Funding Company LLC, 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. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The Hague, The Netherlands, on this 23rd day of December, 2009.
| AEGON
Funding Company LLC | |
| --- | --- |
| By: | |
| | /s/ C.M. VAN KATWIJK |
| Name: | C.M. van Katwijk |
| Title: | President |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 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 |
|---|---|---|
| /s/ C.M. VAN | ||
| KATWIJK | President | |
| (Principal Executive Officer) | December 23, | |
| 2009 | ||
| C.M. VAN KATWIJK | ||
| * | Treasurer | |
| (Principal Financial Officer and Principal Accounting Officer) | December 23, | |
| 2009 | ||
| C. FOWLER | ||
| * | Secretary | December 23, |
| 2009 | ||
| 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. 2 to the Registration Statement on behalf of the person indicated.
| /s/ C.M. VAN KATWIJK |
|---|
| C.M. VAN KATWIJK |
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EXHIBIT INDEX
| Exhibit Number | Description |
|---|---|
| 1.1 | Form of |
| Underwriting Agreement(1) | |
| 1.2 | Underwriting Agreement |
| dated August 13, 2009 among AEGON N.V. and the underwriters named | |
| therein(2) | |
| 1.3 | Underwriting Agreement |
| dated November 23, 2009 among AEGON N.V. and the underwriters named | |
| therein | |
| 4.1 | Articles of |
| Incorporation of AEGON N.V., as amended and restated May 3, 2007(3) | |
| 4.2 | Amendment of the 1983 |
| Merger Agreement among AEGON and Vereniging AEGON(4) | |
| 4.3 | Preferred Shares Voting |
| Rights Agreement(5) | |
| 4.4 | Specimen Share |
| Certificate(6) | |
| 4.5 | Indenture between AEGON |
| N.V., AEGON Funding Corp., AEGON Funding Corp. II and Citibank, N.A., as | |
| Trustee(7) | |
| 4.6 | Form of |
| Guarantee(included in Exhibit 4.5) | |
| 4.7 | Form of Warrant |
| Agreement(8) | |
| 4.8 | Form of Purchase |
| Contract Agreement(9) | |
| 4.9 | Form of Unit |
| Agreement(10) | |
| 4.10 | Seventh Supplemental |
| Indenture among AEGON N.V., The Bank of New York Mellon Trust Company, N.A. | |
| and Citibank, N.A., dated as of November 27, 2009 | |
| 4.11 | Form of 4.625% |
| Senior Note due 2015(included in Exhibit 4.10) | |
| 5.1 | Opinion of |
| Allen & Overy, New York, New York(11) | |
| 5.2 | Opinion of |
| Allen & Overy, Amsterdam, The Netherlands(12) | |
| 8.1 | Tax Opinion of |
| Allen & Overy, New York, New York(13) | |
| 23.1 | Consent of |
| Allen & Overy, New York, New York (included in Exhibit 5.1 and | |
| Exhibit 8.1) | |
| 23.2 | Consent of |
| Allen & Overy, Amsterdam, The Netherlands (included in | |
| Exhibit 5.2) | |
| 23.3 | Consent of |
| Ernst & Young Accountants, Independent Registered Public Accounting | |
| Firm(14) | |
| 24.1 | Powers of Attorney(15) |
| 24.2 | Powers of Attorney(16) |
| 25.1 | Statement of |
| Eligibility of The Bank of New York Trust Company, N.A. under the Trust | |
| Indenture Act of 1939 on Form T-1(17) |
| (1) | Incorporated by
reference to Exhibit 1.1 to Pre-Effective Amendment No. 2 to
Form F-3 (file no. 333-106497) filed with the SEC on September 23,
2003. |
| --- | --- |
| (2) | Incorporated by
reference to Exhibit 1.2 to Post-Effective Amendment No. 1 to
Form F-3 (file no. 333-150786) filed with the SEC on November 12,
2009. |
| (3) | Incorporated by
reference to Form 6-K furnished to the SEC on May 31, 2007. |
| (4) | Incorporated by
reference to Exhibit 4.2 to Form F-3 (file no. 333-106497) filed
with the SEC on June 25, 2003. |
| (5) | Incorporated by
reference to Exhibit 4.3 to Form F-3 (file no. 333-106497) filed
with the SEC on June 25, 2003. |
| (6) | Incorporated by
reference to Exhibit 4.2 to Form F-3 (file no. 333-71438) filed
with the SEC on October 11, 2001. |
| (7) | Incorporated by
reference to Exhibit 4.3 to Form F-3 (file no. 333-71438) filed
with the SEC on October 11, 2001. |
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| (8) | Incorporated by
reference to Exhibit 4.12 to Pre-Effective Amendment No. 2 to
Form F-3 (file no. 333-106497) filed with the SEC on September 21,
2003. |
| --- | --- |
| (9) | Incorporated by
reference to Exhibit 4.13 to Pre-Effective Amendment No. 2 to
Form F-3 (file no. 333-106497) filed with the SEC on September 23,
2003. |
| (10) | Incorporated by
reference to Exhibit 4.14 to Pre-Effective Amendment No. 2 to
Form F-3 (file no. 333-106497) filed with the SEC on September 23,
2003. |
| (11) | Incorporated by
reference to Exhibit 5.1 to Form F-3 (file no. 333-150786) filed
with the SEC on May 9, 2008. |
| (12) | Incorporated by
reference to Exhibit 5.2 to Form F-3 (file no. 333-150786) filed
with the SEC on May 9, 2008. |
| (13) | Incorporated by
reference to Exhibit 8.1 to Form F-3 (file no. 333-150786) filed
with the SEC on May 9, 2008. |
| (14) | Incorporated by
reference to Exhibit 23.3 to Form F-3 (file no. 333-150786) filed
with the SEC on May 9, 2008. |
| (15) | Incorporated by
reference to the signature pages of Form F-3 (file no. 333-150786)
filed with the SEC on May 9, 2008. |
| (16) | Incorporated by
reference to Exhibit 24.2 to Post-Effective Amendment No. 1 to
Form F-3 (file no. 333-150786) filed with the SEC on November 12,
2009. |
| (17) | Incorporated by
reference to Exhibit 25.1 to Form F-3 (file no. 333-150786) filed
with the SEC on May 9, 2008. |
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