sctovt
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
CLARK, INC.
(Name of Subject Company)
AUSA HOLDING COMPANY
AUSA MERGER SUB, INC.
AEGON USA, INC.
AEGON N.V.
(Names of Filing Persons
(Offerors))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
181457102
(CUSIP Number of Class of
Securities)
CRAIG D. VERMIE, ESQ.
AUSA HOLDING COMPANY
4333 EDGEWOOD ROAD, NE
CEDAR RAPIDS, IOWA 52499
(319) 355-8511
(Name, address and telephone number
of person authorized to receive notices and
communications on behalf of filing persons)
COPIES TO:
WILLIAM J. KELTY, ESQ.
JANET O. LOVE, ESQ.
LORD, BISSELL & BROOK LLP
111 SOUTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312) 443-0700
CALCULATION OF FILING FEE
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TRANSACTION VALUATION*
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AMOUNT OF FILING FEE**
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$281,807,459
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$30,153
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Estimated for purposes of
calculating the amount of the filing fee only. Calculated by
adding (a) the amount equal to the product of $16.55, the
per share tender offer price, and the difference between
(i) the 17,708,177 outstanding shares of Common Stock as of
October 31, 2006 less (ii) the 2,286,994 shares
of Common Stock owned by AUSA Holding Company; plus (b) the
amount equal to the product of $16.55 by the
1,606,458 shares of Common Stock underlying outstanding
stock options as of October 31, 2006.
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Calculated as 0.0107% of the
transaction value pursuant to
Rule 0-11(d).
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and
the date of its filing.
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Amount Previously Paid:
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Filing Party:
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Form or Registration No.:
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Date Filed:
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Check the appropriate boxes to designate any transactions to
which the statement relates:
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þ
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third-party tender offer subject to
Rule 14d-1.
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o
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issuer tender offer subject to
Rule 13e-4.
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þ going-private
transaction subject to
Rule 13e-3.
o amendment to
Schedule 13D under
Rule 13d-2.
Check the following box if the
filing is a final amendment reporting the results of the tender
offer: o
This Tender Offer Statement and
Rule 13E-3
Transaction Statement filed under cover of Schedule TO
(this “Schedule TO”) is filed on behalf of AUSA
Merger Sub, Inc., a Delaware corporation
(“Purchaser”), AUSA Holding Company, a Maryland
corporation (“Parent”), AEGON USA, Inc., an Iowa
corporation (“AEGON USA”), and AEGON N.V., a limited
liability stock company organized under the laws of The
Netherlands (“AEGON NV”). Purchaser is a wholly-owned
subsidiary of Parent, Parent is a wholly-owned subsidiary of
AEGON USA, and AEGON USA is an indirect wholly-owned subsidiary
of AEGON NV, the ultimate parent company of Purchaser, Parent
and AEGON USA. When referring to Purchaser, Parent, AEGON USA
and AEGON NV together, we refer to them as the “AEGON
Group.” This Schedule TO relates to the offer by the
Purchaser to purchase all of the outstanding shares (other than
shares owned by Parent) of Common Stock, par value
$0.01 per share (the “Common Stock”), of Clark
Inc., a Delaware corporation (the “Company”),
including the associated rights (“Rights”) to purchase
shares of preferred stock of the Company issued pursuant to the
Rights Agreement, as amended (the “Rights Agreement”),
dated as of July 10, 1998, between the Company and The Bank
of New York, as rights agent (the Common Stock, together with
the Rights, the “Shares”), at a purchase price of
$16.55 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated December 13, 2006 (the
“Offer to Purchase”) and in the related Letter of
Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the “Offer”), which
Offer to Purchase and Letter of Transmittal are included in this
Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B),
respectively.
The Company’s Solicitation/Recommendation Statement on
Schedule 14D-9
is being filed on the same date as this Schedule TO and is
also being mailed to the Company’s stockholders along with
the Offer to Purchase.
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ITEM 1.
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SUMMARY
TERM SHEET
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Summary Term Sheet. The information set forth
in the Offer to Purchase under the title “SUMMARY TERM
SHEET” is incorporated herein by reference.
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ITEM 2.
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SUBJECT
COMPANY INFORMATION
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(a) Name and Address. The information set
forth in the Offer to Purchase under the title “THE TENDER
OFFER — 7. Certain Information Concerning the
Company” is incorporated herein by reference.
(b) Securities. As of October 31,
2006, there were 17,708,177 shares of Common Stock of the
Company issued and outstanding.
(c) Trading Market and Price. The
information set forth in the Offer to Purchase under the title
“THE TENDER OFFER — 6. Price Range of the Shares;
Dividends” is incorporated herein by reference.
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ITEM 3.
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IDENTITY
AND BACKGROUND OF FILING PERSON
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(a) Name and Address. The information set
forth in the Offer to Purchase under the title “THE TENDER
OFFER — 8. Certain Information Concerning Purchaser
and Parent” is incorporated herein by reference.
(b) Business and Background of
Entities. The information set forth in the Offer
to Purchase under the title “THE TENDER OFFER —
8. Certain Information Concerning Purchaser and Parent” is
incorporated herein by reference.
(c) Business and Background of Natural
Persons. The information set forth in the Offer
to Purchase under the title “THE TENDER OFFER —
8. Certain Information Concerning Purchaser and Parent” and
Schedule I to the Offer to Purchase is incorporated herein
by reference.
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ITEM 4.
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TERMS
OF THE TRANSACTION
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(a) Material Terms. The information set
forth in the Offer to Purchase under the titles
“IMPORTANT,” “SUMMARY TERM SHEET,”
“INTRODUCTION,” “SPECIAL FACTORS — 1.
Background of the Offer, 4.
1
Purpose and Structure of the Offer; Reasons for the Merger and
the Offer; Alternatives to the Offer, 5. Plans for the Company
After the Offer and Merger; Certain Effects of the Offer and
Merger, 12. The Merger Agreement and Related Agreements”
and “THE TENDER OFFER — 1. Terms of the Offer;
Expiration Date, 2. Acceptance for Payment and Payment for the
Shares, 3. Procedures for Accepting the Offer and Tendering the
Shares, 4. Withdrawal Rights, 5. Certain U.S. Federal
Income Tax Consequences,” is incorporated herein by
reference.
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ITEM 5.
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PAST
CONTACTS, TRANSACTIONS, NEGOTIATIONS AND
AGREEMENTS
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(a) Transactions. The information set
forth in the Offer to Purchase under the titles “SPECIAL
FACTORS — 10. Transactions and Arrangements Concerning
Common Stock and 11. Related Party Transactions; The
Company’s Relationship with Parent,” is incorporated
herein by reference.
(b) Significant Corporate Events. The
information set forth in the Offer to Purchase under the titles
“SPECIAL FACTORS — 1. Background of the Offer, 2.
Recommendations of the Company’s Special Committee and
Board of Directors; Fairness of the Offer, 4. Purpose and
Structure of the Offer; Reasons for the Merger and the Offer;
Alternatives to the Offer, 5. Plans for the Company After the
Offer and the Merger; Certain Effects of the Offer and Merger,
10. Transactions and Arrangements Concerning Common Stock and
12. The Merger Agreement and Related Agreements” is
incorporated herein by reference.
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ITEM 6.
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PURPOSES
OF THE TRANSACTION AND PLANS OR PROPOSALS
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(a) Purposes. The information set forth
in the Offer to Purchase under the titles “SUMMARY TERM
SHEET,” “INTRODUCTION,” “SPECIAL
FACTORS — 1. Background of the Offer, 4. Purpose and
Structure of the Offer; Reasons for the Merger and the Offer;
Alternatives to the Offer and 5. Plans for the Company After the
Offer and the Merger; Certain Effects of the Offer and
Merger” is incorporated herein by reference.
(c) Plans. The information set forth in
the Offer to Purchase under the titles “SUMMARY TERM
SHEET,” “INTRODUCTION,” “SPECIAL
FACTORS — 1. Background of the Offer, 4. Purpose and
Structure of the Offer; Reasons for the Merger and the Offer;
Alternatives to the Offer, 5. Plans for the Company After the
Offer and the Merger; Certain Effects of the Offer and Merger,
10. Transactions and Arrangements Concerning Common Stock, 12.
The Merger Agreement and Related Agreements” and “THE
TENDER OFFER — 10. Certain Effects of the Offer on the
Market for the Shares and 11. Dividends and Distributions”
is incorporated herein by reference.
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ITEM 7.
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SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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(a) Source of Funds. The information set
forth in the Offer to Purchase under the titles “SUMMARY
TERM SHEET,” “INTRODUCTION,” “THE TENDER
OFFER — 9. Source and Amount of Funds and 14. Fees and
Expenses” is incorporated herein by reference.
(b) Conditions. None.
(d) Borrowed Funds. None.
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ITEM 8.
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INTEREST
IN SECURITIES OF THE SUBJECT COMPANY
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(a) Securities Ownership. The information
set forth in the Offer to Purchase under the titles
“SPECIAL FACTORS — 9. Beneficial Ownership of
Common Stock, 10. Transactions and Arrangements Concerning
Common Stock, 11. Related Party Transactions; The Company’s
Relationship with Parent” and “THE TENDER
OFFER — 8. Certain Information Concerning Purchaser
and Parent” is incorporated herein by reference.
(b) Securities Transactions. The
information set forth in the Offer to Purchase under the titles
“SPECIAL FACTORS — 1. Background of the Offer,
10. Transactions and Arrangements Concerning Common Stock, 12.
The Merger Agreement and Related Agreements” and “THE
TENDER OFFER — 8. Certain Information Concerning
Purchaser and Parent” is incorporated herein by reference.
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ITEM 9.
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PERSONS/ASSETS,
RETAINED, EMPLOYED, COMPENSATED OR USED
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(a) Solicitations or Recommendations. The
information set forth in the Offer to Purchase under the titles
“SUMMARY TERM SHEET,” “SPECIAL
FACTORS — 2. Recommendations of the Company’s
Special Committee and Board of Directors; Fairness of the
Offer” and “THE TENDER OFFER — 14. Fees and
Expenses” is incorporated herein by reference.
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ITEM 10.
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FINANCIAL
STATEMENTS
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(a) Financial Information. Because the
consideration offered consists solely of cash, there is no
financing condition and the Offer is for all of the outstanding
Shares, the financial statements of Purchaser and Parent are not
material pursuant to Instruction 2 to Item 10 of
Schedule TO.
(b) Pro Forma Information. Not applicable.
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ITEM 11.
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ADDITIONAL
INFORMATION
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(a) Agreements, Regulatory Requirements and Legal
Proceedings. The information set forth in the
Offer to Purchase under the titles “SPECIAL
FACTORS — 9. Beneficial Ownership of Common Stock, 10.
Transactions and Arrangements Concerning Common Stock, 11.
Related Party Transactions; The Company’s Relationship with
Parent, 12. The Merger Agreement and Related Agreements”
and “THE TENDER OFFER — 7. Certain Information
Concerning the Company, 8. Certain Information Concerning
Purchaser and Parent, 13. Certain Legal Matters and Regulatory
Approvals” is incorporated herein by reference.
(b) Other Material Information. The
information set forth in the Offer to Purchase and the related
Letter of Transmittal is incorporated herein by reference.
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(a)(1)(A)
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Offer to Purchase dated December 13, 2006.
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(a)(1)(B)
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Form of Letter of Transmittal.
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(a)(1)(C)
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Form of Notice of Guaranteed Delivery.
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(a)(1)(D)
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Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute
Form W-9.
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(a)(1)(E)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
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(a)(1)(F)
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Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients.
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(a)(1)(G)
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Summary Advertisement as published in The Wall Street Journal on
December 13, 2006.
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(a)(5)(A)
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Press Release issued by AEGON NV on November 1, 2006
(incorporated by reference to Exhibit (a)(5) to the
Schedule TO-C
of Purchaser and Parent filed on November 2, 2006).
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(a)(5)(B)
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Press Release issued by the Company on November 1, 2006
(incorporated by reference to the
Schedule 14D-9C
filed by the Company on November 2, 2006).
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(b)
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None
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(c)(1)
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Opinion of Sandler O’Neill & Partners, L.P.
(incorporated by reference to Annex B to the Company’s
Solicitation/Recommendation Statement on
Schedule 14D-9
filed by the Company on December 13, 2006).
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(c)(2)
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Opinion of Keefe Bruyette & Woods, Inc. (incorporated
by reference to Annex C to the Company’s
Solicitation/Recommendation Statement on
Schedule 14D-9
filed by the Company on December 13, 2006).
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(d)(1)
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Agreement and Plan of Merger, dated as of November 1, 2006,
by and among Parent, Purchaser, and the Company (incorporated by
reference to Exhibit 2 of Amendment No. 1 to the
Schedule 13D of Parent, AEGON USA and AEGON NV filed on
November 3, 2006).
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(d)(2)
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Amendment No. 1 to Agreement and Plan of Merger, dated as
of November 1, 2006, by and among Parent, Purchaser, and
the Company (incorporated by reference to Exhibit 1 of
Amendment No. 2 to the Schedule 13D of Parent, AEGON
USA and AEGON NV filed on December 13, 2006).
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(d)(3)
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Confidentiality Agreement, dated as of October 5, 2006, by
and between the Company and AEGON USA.
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(d)(4)
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Tender and Voting Agreement, dated as of November 1, 2006,
by Parent and Tom Wamberg (incorporated by reference to
Exhibit 3 of Amendment No. 1 to the Schedule 13D
of Parent, AEGON USA and AEGON NV filed on November 3,
2006).
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(d)(5)
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Tender and Voting Agreement, dated as of November 1, 2006,
by Parent and Thomas Pyra (incorporated by reference to
Exhibit 4 of Amendment No. 1 to the Schedule 13D
of Parent, AEGON USA and AEGON NV filed on November 3,
2006).
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(d)(6)
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Asset Purchase Agreement, dated as of November 1, 2006,
among Clark Wamberg, LLC and Tom Wamberg, as joint obligors, the
Company and Clark Consulting, Inc. (incorporated by reference to
Exhibit D to the Agreement and Plan of Merger, filed as
Exhibit 2 of Amendment No. 1 to the Schedule 13D
of Parent, AEGON USA and AEGON NV filed on November 3,
2006).
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(f)
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Section 262 of the Delaware General Corporation Law
(included as Schedule II of the Offer to Purchase filed
herewith as Exhibit (a)(1)(A)).
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ITEM 13. INFORMATION
REQUIRED BY
SCHEDULE 13E-3
SCHEDULE 13E-3,
ITEM 2. SUBJECT COMPANY
INFORMATION
(d) Dividends. The information set forth
in the Offer to Purchase under the titles “THE TENDER
OFFER — 6. Price Range of the Shares; Dividends and
11. Dividends and Distributions” is incorporated herein by
reference.
(e) Prior Public Offerings. None.
(f) Prior Stock Purchases. The
information set forth in the Offer to Purchase under the titles
“SUMMARY TERM SHEET,” “SPECIAL
FACTORS — 1. Background of the Offer, 10. Transactions
and Arrangements Concerning Common Stock” and “THE
TENDER OFFER — 8. Certain Information Concerning
Purchaser and Parent” is incorporated herein by reference.
SCHEDULE 13E-3,
ITEM 4. TERMS OF THE TRANSACTION
(c) Different Terms. Not applicable.
(d) Appraisal Rights. The information set
forth in the Offer to Purchase under the title “SPECIAL
FACTORS — 7. Appraisal Rights” and
Schedule II to the Offer to Purchase is incorporated herein
by reference.
(e) Provisions for Unaffiliated Security
Holders. None.
(f) Eligibility for Listing or
Trading. Not applicable.
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SCHEDULE 13E-3,
ITEM 5. PAST CONTACTS, TRANSACTIONS,
NEGOTIATIONS AND AGREEMENTS
(c) Negotiations or Contacts. The
information set forth in the Offer to Purchase under the titles
“SPECIAL FACTORS — 1. Background of the Offer, 2.
Recommendations of the Company’s Special Committee and
Board of Directors; Fairness of the Offer, 10. Transactions and
Arrangements Concerning Common Stock, 11. Related Party
Transactions; The Company’s Relationship with Parent and
12. The Merger Agreement and Related Agreements” is
incorporated herein by reference.
(e) Agreements Involving the Subject Company’s
Securities. The information set forth in the
Offer to Purchase under the titles “SPECIAL
FACTORS — 1. Background of the Offer, 2.
Recommendations of the Company’s Special Committee and
Board of Directors; Fairness of the Offer, 3. Position of Parent
and Purchaser Regarding Fairness of the Offer, 10. Transactions
and Arrangements Concerning Common Stock, 12. The Merger
Agreement and Related Agreements” and “THE TENDER
OFFER — 8. Certain Information Concerning Purchaser
and Parent and 13. Certain Legal Matters and Regulatory
Approvals” is incorporated herein by reference.
SCHEDULE 13E-3,
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR
PROPOSALS
(b) Use of Securities Acquired. The
information set forth in the Offer to Purchase under the titles
“SUMMARY TERM SHEET,” “INTRODUCTION,”
“SPECIAL FACTORS — 1. Background of the Offer, 4.
Purpose and Structure of the Offer; Reasons for the Merger and
the Offer; Alternatives to the Offer, 5. Plans for the Company
After the Offer and the Merger; Certain Effects of the Offer and
Merger and 6. Conduct of the Company’s Business if the
Offer is not Completed” is incorporated herein by reference.
SCHEDULE 13E-3,
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND
EFFECTS
(a) Purposes. The information set forth
in the Offer to Purchase under the titles “SUMMARY TERM
SHEET,” “SPECIAL FACTORS — 1. Background of
the Offer, 4. Purpose and Structure of the Offer; Reasons for
the Merger and the Offer; Alternatives to the Offer and 5. Plans
for the Company After the Offer and the Merger; Certain Effects
of the Offer and Merger” is incorporated herein by
reference.
(b) Alternatives. The information set
forth in the Offer to Purchase under the titles “SPECIAL
FACTORS — 1. Background of the Offer and 4. Purpose
and Structure of the Offer; Reasons for the Merger and the
Offer; Alternatives to the Offer” is incorporated herein by
reference.
(c) Reasons. The information set forth in
the Offer to Purchase under the titles “SUMMARY TERM
SHEET,” “SPECIAL FACTORS — 1. Background of
the Offer, 4. Purpose and Structure of the Offer; Reasons for
the Merger and the Offer; Alternatives to the Offer and 5. Plans
for the Company After the Offer and the Merger; Certain Effects
of the Offer and Merger” is incorporated herein by
reference.
(d) Effects. The information set forth in
the Offer to Purchase under the titles “SPECIAL
FACTORS — 1. Background of the Offer, 5. Plans for the
Company After the Offer and the Merger; Certain Effects of the
Offer and Merger, 12. The Merger Agreement and Related
Agreements” and “THE TENDER OFFER — 5.
Certain U.S. Federal Income Tax Consequences, 10. Certain
Effects of the Offer on the Market for the Shares” is
incorporated herein by reference.
SCHEDULE 13E-3,
ITEM 8. FAIRNESS OF THE
TRANSACTION
(a) Fairness. The information set forth
in the Offer to Purchase under the titles “SPECIAL
FACTORS — 2. Recommendations of the Company’s
Special Committee and Board of Directors; Fairness of the Offer,
3. Position of Parent and Purchaser Regarding Fairness of the
Offer and 4. Purpose and Structure of the Offer; Reasons for the
Merger and the Offer; Alternatives to the Offer” is
incorporated herein by reference.
(b) Factors Considered in Determining
Fairness. The information set forth in the Offer
to Purchase under the titles “SPECIAL FACTORS —
2. Recommendations of the Company’s Special Committee and
Board of Directors; Fairness of the Offer, 3. Position of Parent
and Purchaser Regarding Fairness of the Offer
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and 4. Purpose and Structure of the Offer; Reasons for the
Merger and the Offer; Alternatives to the Offer” is
incorporated herein by reference.
(c) Approval of Security Holders. The
information set forth in the Offer to Purchase under the titles
“INTRODUCTION,” “SUMMARY TERM SHEET,”
“SPECIAL FACTORS — 2. Recommendations of the
Company’s Special Committee and Board of Directors;
Fairness of the Offer, 3. Position of Parent and Purchaser
Regarding Fairness of the Offer and 4. Purpose and Structure of
the Offer; Reasons for the Merger and the Offer; Alternatives to
the Offer” and “THE TENDER OFFER — 1. Terms
of the Offer; Expiration Date” is incorporated herein by
reference.
(d) Unaffiliated Representative. The
information set forth in the Offer to Purchase under the titles
“SPECIAL FACTORS — 1. Background of the Offer, 2.
Recommendations of the Company’s Special Committee and
Board of Directors; Fairness of the Offer and 3. Position of
Parent and Purchaser Regarding Fairness of the Offer” is
incorporated herein by reference.
(e) Approval of Directors. The
information set forth in the Offer to Purchase under the titles
“SUMMARY TERM SHEET,” “SPECIAL
FACTORS — 1. Background of the Offer and 2.
Recommendations of the Company’s Special Committee and
Board of Directors; Fairness of the Offer” is incorporated
herein by reference.
(f) Other Offers. The information set
forth in the Offer to Purchase under the title “SPECIAL
FACTORS — 1. Background of the Offer” is
incorporated herein by reference.
SCHEDULE 13E-3,
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND
NEGOTIATIONS
(a) Report, Opinion or Appraisal. The
information set forth in the Offer to Purchase under the title
“SPECIAL FACTORS — 2. Recommendations of the
Company’s Special Committee and Board of Directors;
Fairness of the Offer” and in Annex B and Annex C
attached to, and the section titled “Item 4. The
Solicitation or Recommendation” set forth in, the
Company’s Solicitation/Recommendation Statement on
Schedule 14D-9
filed by the Company on December 13, 2006, is incorporated
herein by reference.
(b) Preparer and Summary of the Report, Opinion or
Appraisal. The information set forth in the Offer
to Purchase under the title “SPECIAL FACTORS — 2.
Recommendations of the Company’s Special Committee and
Board of Directors; Fairness of the Offer” and in
Annex B and Annex C attached to, and the section
titled “Item 4. The Solicitation or
Recommendation” set forth in, the Company’s
Solicitation/Recommendation Statement on
Schedule 14D-9
filed by the Company on December 13, 2006 is incorporated
herein by reference.
(c) Availability of Documents. The
information set forth in the Offer to Purchase under the title
“SPECIAL FACTORS — 2. Recommendations of the
Company’s Special Committee and Board of Directors;
Fairness of the Offer” and in Annex B and Annex C
attached to, and the section titled “Item 4. The
Solicitation or Recommendation” set forth in, the
Company’s Solicitation/Recommendation Statement on
Schedule 14D-9
filed by the Company on December 13, 2006 is incorporated
herein by reference.
SCHEDULE 13E-3,
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
(c) Expenses. The information set forth
in the Offer to Purchase under the title “THE TENDER
OFFER — 14. Fees and Expenses” is incorporated
herein by reference.
SCHEDULE 13E-3,
ITEM 12. THE SOLICITATION OR
RECOMMENDATION
(d) Intent to Tender or Vote in a Going-Private
Transaction. The information set forth in the
Offer to Purchase under the title “SPECIAL
FACTORS — 10. Transactions and Arrangements Concerning
Common Stock” is incorporated herein by reference.
(e) Recommendations of Others. The
information set forth in the Offer to Purchase under the title
“SPECIAL FACTORS — 2. Recommendations of the
Company’s Special Committee and Board of Directors;
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Fairness of the Offer and 3. Position of Parent and Purchaser
Regarding Fairness of the Offer” is incorporated herein by
reference.
SCHEDULE 13E-3,
ITEM 13. FINANCIAL STATEMENTS
(a) Financial Information. The
information set forth in the Offer to Purchase under the title
“THE TENDER OFFER — 7. Certain Information
Concerning the Company” is incorporated herein by
reference. The information set forth in the Company’s
Annual Report on
Form 10-K
for the year ended December 31, 2005 under the title
“Item 8 — Financial Statements and
Supplementary Data,” and in the Company’s Quarterly
Report on Form
10-Q for the
quarter ended September 30, 2006 under the title
“Item 1 — Financial Statements
(Unaudited)” is incorporated herein by reference.
(b) Pro Forma Information. Not Applicable.
SCHEDULE 13E-3,
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED,
COMPENSATED OR USED
(b) Employees and Corporate Assets. None.
SCHEDULE 13E-3,
ITEM 16. EXHIBITS
(c)(1) Opinion of Sandler O’Neill & Partners,
L.P. (incorporated by reference to Annex B to the
Company’s Solicitation/Recommendation Statement on
Schedule 14D-9
filed by the Company on December 13, 2006).
(c)(2) Opinion of Keefe Bruyette & Woods, Inc.
(incorporated by reference to Annex C to the Company’s
Solicitation/Recommendation Statement on
Schedule 14D-9
filed by the Company on December 13, 2006).
(f) Section 262 of the Delaware General Corporation
Law (incorporated by reference to Schedule II of the Offer
to Purchase filed herewith as Exhibit (a)(1)(A)).
7
SIGNATURES
After due inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
AUSA Holding Company
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By:
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/s/ James
A. Beardsworth
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Name: James A. Beardsworth
Title: President
AUSA Merger Sub, Inc.
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By:
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/s/ James
A. Beardsworth
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Name: James A. Beardsworth
Title: President
AEGON N.V.
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By:
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/s/ Joseph
B. M. Streppel
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Name: Joseph B. M. Streppel
Title: CFO, Member Executive Board
AEGON USA, Inc.
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By:
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/s/ James
A. Beardsworth
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Name: James A. Beardsworth
Title: Treasurer, Senior Vice President
Corporate
Development
Dated: December 13, 2006
8
EXHIBIT INDEX
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EXHIBIT
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NO.
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(a)(1)(A)
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Offer to Purchase dated
December 13, 2006.
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(a)(1)(B)
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Form of Letter of Transmittal.
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(a)(1)(C)
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Form of Notice of Guaranteed
Delivery.
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(a)(1)(D)
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Form of Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9.
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(a)(1)(E)
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Form of Letter to Brokers,
Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(F)
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Form of Letter from Brokers,
Dealers, Commercial Banks, Trust Companies and Nominees to
Clients.
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(a)(1)(G)
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Summary Advertisement as published
in The Wall Street Journal on December 13, 2006.
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(a)(5)(A)
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Press Release issued by AEGON NV
on November 1, 2006 (incorporated by reference to
Exhibit (a)(5) to the
Schedule TO-C
of Purchaser and Parent filed on November 2, 2006).
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(a)(5)(B)
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Press Release issued by the
Company on November 1, 2006 (incorporated by reference to
the
Schedule 14D-9C
filed by the Company on November 2, 2006).
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(c)(1)
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Opinion of Sandler
O’Neill & Partners, L.P. (incorporated by
reference to Annex B to the Company’s
Solicitation/Recommendation Statement on
Schedule 14D-9
filed by the Company on December 13, 2006).
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(c)(2)
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Opinion of Keefe
Bruyette & Woods, Inc. (incorporated by reference to
Annex C to the Company’s Solicitation/Recommendation
Statement on
Schedule 14D-9
filed by the Company on December 13, 2006).
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(d)(1)
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Agreement and Plan of Merger,
dated as of November 1, 2006, by and among Parent,
Purchaser, and the Company (incorporated by reference to
Exhibit 2 of Amendment No. 1 to the Schedule 13D
of Parent, AEGON USA and AEGON NV filed on November 3,
2006).
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(d)(2)
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Amendment No. 1 to Agreement
and Plan of Merger, dated as of November 1, 2006, by and
among Parent, Purchaser and the Company (incorporated by
reference to Exhibit 1 of Amendment No. 2 to the
Schedule 13D of Parent, AEGON USA and AEGON NV filed on
December 13, 2006).
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(d)(3)
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Confidentiality Agreement, dated
as of October 5, 2006, by and between the Company and AEGON
USA.
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(d)(4)
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Tender and Voting Agreement, dated
as of November 1, 2006, by Parent and Tom Wamberg
(incorporated by reference to Exhibit 3 of Amendment
No. 1 to the Schedule 13D of Parent, AEGON USA and
AEGON NV filed on November 3, 2006).
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(d)(5)
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Tender and Voting Agreement, dated
as of November 1, 2006, by Parent and Thomas Pyra
(incorporated by reference to Exhibit 4 of Amendment
No. 1 to the Schedule 13D of Parent, AEGON USA and
AEGON NV filed on November 3, 2006).
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(d)(6)
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Asset Purchase Agreement, dated as
of November 1, 2006, among Clark Wamberg, LLC and Tom
Wamberg, as joint obligors, the Company and Clark Consulting,
Inc. (incorporated by reference to Exhibit D to the
Agreement and Plan of Merger, filed as Exhibit 2 of
Amendment No. 1 to the Schedule 13D of Parent, AEGON
USA and AEGON NV filed on November 3, 2006).
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(f)
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Section 262 of the Delaware
General Corporation Law (incorporated by reference to
Schedule II of the Offer to Purchase filed herewith as
Exhibit(a)(1)(A)).
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9