AEGON LTD. - Capital/Financing Update 2009

POSASR 1 a09-26909_1posasr.htm POST-EFFECTIVE AMENDMENT NO.1

*Registration No. 333-150786*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*Post-Effective Amendment No. 1*

*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 | Delaware |
| (Translation of Registrants name into English) | (State or other jurisdiction of incorporation or organization) |
| The Netherlands | 42-1489646 |
| (State or other jurisdiction of incorporation or organization) | (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

SEQ.=1,FOLIO='',FILE='C:\JMS\105947\09-26909-1\task3721153\26909-1-ba.htm',USER='105947',CD='Sep 18 12:46 2009'

*Explanatory Note*

The purpose of this Post-Effective Amendment No. 1 to the Registration Statement is to file certain exhibits to the Registration Statement.

SEQ.=1,FOLIO='2',FILE='C:\JMS\105947\09-26909-1\task3721008\26909-1-bc.htm',USER='105947',CD='Sep 18 09:34 2009'

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
4.1	Articles
of Incorporation of AEGON N.V., as amended and restated May 3, 2007(2)
4.2	Amendment
of the 1983 Merger Agreement among AEGON and Vereniging AEGON(3)
4.3	Preferred
Shares Voting Rights Agreement(4)
4.4	Specimen
Share Certificate(5)
4.5	Indenture
between AEGON N.V., AEGON Funding Corp., AEGON Funding Corp. II and Citibank,
N.A., as Trustee(6)
4.6	Form of
Guarantee (included in Exhibit 4.5)
4.7	Form of
Warrant Agreement(7)
4.8	Form of
Purchase Contract Agreement(8)
4.9	Form of
Unit Agreement(9)
5.1	Opinion
of Allen & Overy, New York, New York(10)
5.2	Opinion
of Allen & Overy, Amsterdam, The Netherlands(11)
8.1	Tax
Opinion of Allen & Overy, New York, New York(12)
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(13)
24.1	Powers
of Attorney(14)
24.2	Powers
of Attorney
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(15)

SEQ.=1,FOLIO='3',FILE='C:\JMS\105947\09-26909-1\task3721008\26909-1-ja.htm',USER='105947',CD='Sep 18 09:41 2009'

| | October 11,
2001. |
| --- | --- |
| (6) | Incorporated
by reference to Exhibit 4.3 to Form F-3 (file no. 333-71438) filed
with the SEC on October 11, 2001. |
| (7) | 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. |
| (8) | 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. |
| (9) | 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. |
| (10) | Incorporated
by reference to Exhibit 5.1 to Form F-3 (file no. 333-150786) filed
with the SEC on May 9, 2008. |
| (11) | Incorporated
by reference to Exhibit 5.2 to Form F-3 (file no. 333-150786) filed
with the SEC on May 9, 2008. |
| (12) | Incorporated
by reference to Exhibit 8.1 to Form F-3 (file no. 333-150786) filed
with the SEC on May 9, 2008. |
| (13) | Incorporated
by reference to Exhibit 23.3 to Form F-3 (file no. 333-150786)
filed with the SEC on May 9, 2008. |
| (14) | Incorporated
by reference to the signature pages of Form F-3 (file no.
333-150786) filed with the SEC on May 9, 2008. |
| (15) | Incorporated
by reference to Exhibit 25.1 to Form F-3 (file no. 333-150786)
filed with the SEC on May 9, 2008. |

SEQ.=1,FOLIO='4',FILE='C:\JMS\105947\09-26909-1\task3721008\26909-1-ja.htm',USER='105947',CD='Sep 18 09:41 2009'

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 12th day of November, 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. 1 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)	November 12,
2009
A.R. WYNAENDTS
*	Member of the
Executive and Management Boards and Chief Financial Officer (Principal
Financial Officer and Principal Accounting Officer)	November 12,
2009
J.J. NOOITGEDAGT
*	Chairman of the
Supervisory Board	November 12, 2009
D.G. EUSTACE
*	Vice-Chairman of
the Supervisory Board	November 12,
2009
I.W. BAILEY, II
*	Supervisory
Board Member	November 12,
2009
A. BURGMANS
*	Supervisory Board
Member	November 12, 2009
A.W.H. DOCTERS VAN
LEEUWEN
*	Supervisory Board
Member	November 12, 2009
C. KEMPLER
*	Supervisory Board
Member	November 12, 2009
S. LEVY

SEQ.=1,FOLIO='5',FILE='C:\JMS\105732\09-26909-1\task3799575\26909-1-jc.htm',USER='105732',CD='Nov 12 22:05 2009'

*	Supervisory Board Member	November 12, 2009
K.M.H. PEIJS
*	Vice-Chairman of the
Supervisory Board	November 12, 2009
R.J. ROUTS
*	Supervisory Board
Member	November 12, 2009
K.J. STORM
*	Supervisory Board
Member	November 12, 2009
B. VAN DER VEER
*	Supervisory Board
Member	November 12, 2009
L.M. VAN WIJK
*	Supervisory Board
Member	November 12, 2009
D.P.M. VERBEEK
*	Authorized U.S.
Representative	November 12, 2009
C.D. VERMIE

SEQ.=1,FOLIO='6',FILE='C:\JMS\105732\09-26909-1\task3799575\26909-1-jc.htm',USER='105732',CD='Nov 12 22:05 2009'

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. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The Hague, The Netherlands, on this 12th day of November, 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. 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
/s/ C.M. van Katwijk	President (Principal
Executive Officer)	November 12,
2009
C.M. VAN KATWIJK
*	Treasurer (Principal
Financial Officer and Principal Accounting Officer)	November 12,
2009
C. FOWLER
*	Secretary	November 12,
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. 1 to the Registration Statement on behalf of the person indicated.

/s/ C.M. van Katwijk
C.M. VAN KATWIJK

SEQ.=1,FOLIO='7',FILE='C:\JMS\105732\09-26909-1\task3799575\26909-1-jc.htm',USER='105732',CD='Nov 12 22:05 2009'

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
4.1	Articles of
Incorporation of AEGON N.V., as amended and restated May 3, 2007(2)
4.2	Amendment of the 1983
Merger Agreement among AEGON and Vereniging AEGON(3)
4.3	Preferred Shares Voting
Rights Agreement(4)
4.4	Specimen Share
Certificate(5)
4.5	Indenture between AEGON
N.V., AEGON Funding Corp., AEGON Funding Corp. II and Citibank, N.A., as
Trustee(6)
4.6	Form of Guarantee
(included in Exhibit 4.5)
4.7	Form of Warrant
Agreement(7)
4.8	Form of Purchase
Contract Agreement(8)
4.9	Form of Unit
Agreement(9)
5.1	Opinion of
Allen & Overy, New York, New York(10)
5.2	Opinion of
Allen & Overy, Amsterdam, The Netherlands(11)
8.1	Tax Opinion of
Allen & Overy, New York, New York(12)
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(13)
24.1	Powers of Attorney (14)
24.2	Powers of Attorney
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(15)

| (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 Form 6-K furnished to the SEC on May 31, 2007. |
| (3) | Incorporated by
reference to Exhibit 4.2 to Form F-3 (file no. 333-106497) filed
with the SEC on June 25, 2003. |
| (4) | Incorporated by
reference to Exhibit 4.3 to Form F-3 (file no. 333-106497) filed
with the SEC on June 25, 2003. |
| (5) | Incorporated by
reference to Exhibit 4.2 to Form F-3 (file no. 333-71438) filed
with the SEC on October 11, 2001. |
| (6) | Incorporated by
reference to Exhibit 4.3 to Form F-3 (file no. 333-71438) filed
with the SEC on October 11, 2001. |
| (7) | 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. |
| (8) | 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. |
| (9) | 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. |

SEQ.=1,FOLIO='8',FILE='C:\JMS\105947\09-26909-1\task3721008\26909-1-je.htm',USER='105947',CD='Sep 18 10:41 2009'

| (10) | Incorporated by
reference to Exhibit 5.1 to Form F-3 (file no. 333-150786) filed
with the SEC on May 9, 2008. |
| --- | --- |
| (11) | Incorporated by
reference to Exhibit 5.2 to Form F-3 (file no. 333-150786) filed
with the SEC on May 9, 2008. |
| (12) | Incorporated by
reference to Exhibit 8.1 to Form F-3 (file no. 333-150786) filed
with the SEC on May 9, 2008. |
| (13) | Incorporated by
reference to Exhibit 23.3 to Form F-3 (file no. 333-150786) filed
with the SEC on May 9, 2008. |
| (14) | Incorporated by
reference to the signature pages of Form F-3 (file no. 333-150786)
filed with the SEC on May 9, 2008. |
| (15) | Incorporated by
reference to Exhibit 25.1 to Form F-3 (file no. 333-150786) filed
with the SEC on May 9, 2008. |

SEQ.=1,FOLIO='9',FILE='C:\JMS\105947\09-26909-1\task3721008\26909-1-je.htm',USER='105947',CD='Sep 18 10:41 2009'

AI assistant

AEGON LTD. Capital/Financing Update 2009

30489_rns_2009-11-12_4b0d7baa-1bf3-4b0f-b354-f16db7ad0f29.zip

AI assistant

AEGON LTD. — Capital/Financing Update 2009

30489_rns_2009-11-12_4b0d7baa-1bf3-4b0f-b354-f16db7ad0f29.zip

More from AEGON LTD.

AEGON LTD. Capital/Financing Update 2009