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. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) The Netherlands (State or other jurisdiction of incorporation or organization) Not Applicable (I.R.S. Employer Identification No.) AEGONplein 50 PO Box 85 2501 CB The Hague The Netherlands 011-31-70-344-3210 (Address and telephone number of Registrant's principal executive offices) |
AEGON FUNDING COMPANY LLC (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 42-1489646 (I.R.S. Employer Identification No.) Corporation Trust Center 1209 Orange Street Wilmington, DE 19801 1-319-355-8511 (Address and telephone number of Registrant's 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
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
On June 25, 2003, AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp. II filed a registration statement on Form F-3 (Registration No. 333-106497) (the "Registration Statement"), which registered (i) an indeterminate number of common shares of AEGON N.V., (ii) an indeterminate principal amount of debt securities of AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp. II, and (iii) an indeterminate number of guarantees for separate consideration, warrants and purchase contracts of AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp. II, with an aggregate offering price of up to $5,000,000,000.
On December 28, 2005, AEGON Funding Corp. II merged into AEGON Funding Corp., and on April 28, 2008, AEGON Funding Corp. converted from a Delaware corporation to a Delaware limited liability company, changing its name to "AEGON Funding Company LLC".
AEGON N.V. and AEGON Funding Company LLC are filing this post-effective amendment to file additional powers of attorney relating to the Registration Statement and to deregister securities having an aggregate offering price of $2,895,219,000 (the "Unsold Securities") that were registered under the Registration Statement but that will not be sold under the Registration Statement. The Unsold Securities will be offered and sold pursuant to a newly filed registration statement on Form F-3.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 9. Exhibits
Exhibit Number |
Description |
|
---|---|---|
1.1 | Underwriting Agreement(1) | |
1.2 |
Underwriting Agreement dated September 14, 2007 among AEGON N.V. and the underwriters named therein(2) |
|
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 |
Supplemental Indenture to Indenture between Transamerica Finance Corporation and U.S. Bank National Association (successor in interest to Continental Illinois National Bank and Trust Company of Chicago) dated March 15, 1981 (the "1981 U.S. Bank Indenture")(8) |
|
4.7 |
Supplemental Indenture to Indenture between Transamerica Finance Corporation and BNY Midwest Trust Company (successor in interest to Harris Trust and Savings Bank) dated July 1, 1982 (the "1982 BNY Midwest Trust Indenture")(9) |
|
4.8 |
Supplemental Indenture to Indenture between Transamerica Finance Corporation and BNY Midwest Trust Company (successor in interest to Harris Trust and Savings Bank) dated April 1, 1991 (the "1991 BNY Midwest Trust Indenture")(10) |
|
4.9 |
Supplemental Indenture to Indenture between AEGON N.V., AEGON Funding Corp., AEGON Funding Corp. II and Citibank, N.A. dated October 11, 2001(11) |
|
4.10 |
Sixth Supplemental Indenture between AEGON N.V., AEGON Funding Corp. and The Bank of New York Trust Company, dated September 21, 2007(12) |
|
4.11 |
Form of perpetual capital security (included in Exhibit 4.10) |
|
4.12 |
Guarantee(7) |
|
4.13 |
Warrant Agreement(13) |
|
4.14 |
Purchase Contract Agreement(14) |
|
4.15 |
Unit Agreement(15) |
|
5.1 |
Opinion of Allen & Overy, New York, New York(16) |
|
5.2 |
Opinion of Allen & Overy, Amsterdam, the Netherlands(17) |
|
8.1 |
Tax Opinion of Allen & Overy, New York, New York(18) |
|
8.2 |
Tax Opinion of Allen & Overy, New York, New York, dated September 21, 2007(19) |
|
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, New York, New York (included in Exhibit 8.2) |
|
23.3 |
Consent of Allen & Overy, Amsterdam, the Netherlands (included in Exhibit 5.2) |
|
23.4 |
Consent of Ernst & Young Accountants(20) |
24.1 |
Powers of Attorney(21) |
|
24.2 |
Powers of Attorney for AEGON N.V. |
|
24.3 |
Powers of Attorney for AEGON Funding Company LLC |
|
25.1 |
Statement of Eligibility of Citibank, N.A. under the Trust Indenture Act of 1939 on Form T-1(22) |
|
25.2 |
Statement of Eligibility of U.S. Bank National Association under the Trust Indenture Act of 1939 on Form T-1(23) |
|
25.3 |
Statement of Eligibility of BNY Midwest Trust Company under the Trust Indenture Act of 1939 on Form T-1(24) |
|
25.4 |
Statement of Eligibility of BNY Midwest Trust Company under the Trust Indenture Act of 1939 on Form T-1(25) |
|
25.5 |
Statement of Eligibility of The Bank of New York Trust Company, N.A. under the Trust Indenture Act of 1939 on Form T-1(26) |
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 9th day of May, 2008.
AEGON N.V. | |||
By: |
* Name: A.R. Wynaendts Title: Chief Executive Officer and Chairman of the Executive Board |
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment no. 2 to Registration Statement has been signed by the following persons (who comprise a majority of the Executive and Supervisory Boards) in the capacities and on the dates indicated.
Signature |
Title |
Date |
||
---|---|---|---|---|
* A.R. WYNAENDTS |
Chief Executive Officer and Chairman of the Executive Board | May 9, 2008 | ||
* J.B.M. STREPPEL |
Executive Board Member and Chief Financial Officer |
May 9, 2008 |
||
* D.G. EUSTACE |
Chairman of the Supervisory Board |
May 9, 2008 |
||
* I.W. BAILEY, II |
Supervisory Board Member |
May 9, 2008 |
||
* A. BURGMANS |
Supervisory Board Member |
May 9, 2008 |
||
C. KEMPLER |
Supervisory Board Member |
|||
* S. LEVY |
Supervisory Board Member |
May 9, 2008 |
Post-Effective Amendment No. 2 AFC Signature Page
* K.M.H. PEIJS |
Supervisory Board Member | May 9, 2008 | ||
R.J. ROUTS |
Supervisory Board Member |
|||
* W.F.C. STEVENS |
Supervisory Board Member |
May 9, 2008 |
||
* K.J. STORM |
Supervisory Board Member |
May 9, 2008 |
||
* L.M. VAN WIJK |
Supervisory Board Member |
May 9, 2008 |
||
D.P.M. VERBEEK |
Supervisory Board Member |
|||
* C.D. VERMIE |
Authorized U.S. Representative |
May 9, 2008 |
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 on this 9th day of May, 2008.
AEGON Funding Company LLC |
|||
By: |
* Name: C. M. van Katwijk Title: President |
||
Pursuant to the requirements of the Securities Act of 1933, this 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 |
||
---|---|---|---|---|
* C.M. VAN KATWIJK |
President (Principal Executive Officer) |
May 9, 2008 |
||
* C. FOWLER |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
May 9, 2008 |
||
* C.D. VERMIE |
Secretary |
May 9, 2008 |
/s/ C.M. VAN KATWIJK C.M. VAN KATWIJK |
EXHIBIT INDEX
Exhibit Number |
Description |
|
---|---|---|
1.1 | Underwriting Agreement(1) | |
1.2 |
Underwriting Agreement dated September 14, 2007 among AEGON N.V. and the underwriters named therein(2) |
|
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 |
Supplemental Indenture to Indenture between Transamerica Finance Corporation and U.S. Bank National Association (successor in interest to Continental Illinois National Bank and Trust Company of Chicago) dated March 15, 1981 (the "1981 U.S. Bank Indenture")(8) |
|
4.7 |
Supplemental Indenture to Indenture between Transamerica Finance Corporation and BNY Midwest Trust Company (successor in interest to Harris Trust and Savings Bank) dated July 1, 1982 (the "1982 BNY Midwest Trust Indenture")(9) |
|
4.8 |
Supplemental Indenture to Indenture between Transamerica Finance Corporation and BNY Midwest Trust Company (successor in interest to Harris Trust and Savings Bank) dated April 1, 1991 (the "1991 BNY Midwest Trust Indenture")(10) |
|
4.9 |
Supplemental Indenture to Indenture between AEGON N.V., AEGON Funding Corp., AEGON Funding Corp. II and Citibank, N.A. dated October 11, 2001(11) |
|
4.10 |
Sixth Supplemental Indenture between AEGON N.V., AEGON Funding Corp. and The Bank of New York Trust Company, dated September 21, 2007(12) |
|
4.11 |
Form of perpetual capital security (included in Exhibit 4.10) |
|
4.12 |
Guarantee(7) |
|
4.13 |
Warrant Agreement(13) |
|
4.14 |
Purchase Contract Agreement(14) |
|
4.15 |
Unit Agreement(15) |
|
5.1 |
Opinion of Allen & Overy, New York, New York(16) |
|
5.2 |
Opinion of Allen & Overy, Amsterdam, the Netherlands(17) |
|
8.1 |
Tax Opinion of Allen & Overy, New York, New York(18) |
|
8.2 |
Tax Opinion of Allen & Overy, New York, New York, dated September 21, 2007(19) |
|
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, New York, New York (included in Exhibit 8.2) |
|
23.3 |
Consent of Allen & Overy, Amsterdam, the Netherlands (included in Exhibit 5.2) |
|
23.4 |
Consent of Ernst & Young Accountants(20) |
|
24.1 |
Powers of Attorney(21) |
|
24.2 |
Powers of Attorney for AEGON N.V. |
24.3 |
Powers of Attorney for AEGON Funding Company LLC |
|
25.1 |
Statement of Eligibility of Citibank, N.A. under the Trust Indenture Act of 1939 on Form T-1(22) |
|
25.2 |
Statement of Eligibility of U.S. Bank National Association under the Trust Indenture Act of 1939 on Form T-1(23) |
|
25.3 |
Statement of Eligibility of BNY Midwest Trust Company under the Trust Indenture Act of 1939 on Form T-1(24) |
|
25.4 |
Statement of Eligibility of BNY Midwest Trust Company under the Trust Indenture Act of 1939 on Form T-1(25) |
|
25.5 |
Statement of Eligibility of The Bank of New York Trust Company, N.A. under the Trust Indenture Act of 1939 on Form T-1(26) |