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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
ON FORM 8-K DATED DECEMBER 28, 1996
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED): DECEMBER 28, 1996
Providian Corporation
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(Exact name of Registrant as Specified in its Charter)
Delaware 1-6701 51-0108922
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(State or Other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
Providian Center, 400 West Market Street, Louisville, Kentucky 40202
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (502) 560-2000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On December 28, 1996, the Registrant executed a Plan and Agreement of
Merger and Reorganization, dated as of December 28, 1996 (the "Merger
Agreement"), among the Registrant, AEGON N.V. ("AEGON"), and LT Merger Corp., a
wholly owned subsidiary of AEGON ("Merger Sub") (hereinafter individually and
collectively referred to as the "Parties"), as previously reported herein.
Pursuant to the Merger Agreement, among other things, (a) Merger Sub will merge
with and into the Registrant, (b) the Registrant will be the surviving
corporation in the merger and become a wholly owned subsidiary of AEGON, and (c)
each stockholder of the Registrant will be entitled to receive a number of AEGON
common shares in exchange for shares of the Registrant's common stock pursuant
to an exchange ratio. Under the Merger Agreement, AEGON had the right to
terminate the Merger Agreement if the Fair Market Value at the Effective Time
(as defined below) was greater than $66.713, unless the Registrant agreed, in
such event, that the value of the AEGON common shares to be received by the
Registrant's stockholders would equal $30.545 per share of the Registrant's
common stock (the "Make-Whole Provision"). The Fair Market Value at the
Effective Time is defined in the Merger Agreement as the average, during the 20
trading days immediately preceding the last business day before the date of the
closing of the merger, of the average daily high and low share prices of AEGON
on the New York Stock Exchange.
On May 15, 1997, the Parties entered into an amendment to the Merger
Agreement (the "Amendment") that provides that if the Fair Market Value at the
Effective Time is greater than $66.713, the stockholders of the Registrant will
receive in exchange for each share of the Registrant's common stock a fraction
of a share of AEGON equal to (x) the sum of (A) .457868 plus (B) $30.545 divided
by the Fair Market Value at the Effective Time, divided by (y) 2. As a result,
if the Fair Market Value at the Effective Time is greater than $66.713, the
Registrant's stockholders will receive in exchange for each share of the
Registrant's common stock, shares of AEGON with a value equal to the midpoint
between what the Registrant's stockholders would have received if the Make-Whole
Provision had been exercised and what the Registrant's stockholders would have
received if the Make-Whole Provision had not been exercised. Pursuant to the
Amendment, AEGON no longer has the right to terminate the Merger Agreement if
the Fair Market Value at the Effective Time is greater than $66.713.
For further information concerning the merger, the Merger Agreement and the
Amendment, see Exhibits 2.1 and 2.2 hereto, which are incorporated herein by
reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit 2.1 - Amended and Restated Plan and Agreement of
Merger and Reorganization, dated as of December
28, 1996, by and among Providian Corporation,
AEGON N.V. and LT Merger Corp. (incorporated by
reference to Exhibit 2.1 of Registration
Statement on Form F-4 of AEGON N.V., File No.
333-25395).
Exhibit 2.2 - Amendment, dated as of May 15, 1997, to the
Amended and Restated Plan and Agreement of
Merger and Reorganization, dated as of December
28, 1996, by and among Providian Corporation,
AEGON N.V. and LT Merger Corp.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PROVIDIAN CORPORATION
Date: May 16, 1997 By: /s/ Robert L. Walker
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Name: Robert L. Walker
Title: Senior Vice President - Finance
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INDEX TO EXHIBITS
Exhibit Number and Description
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2.1 Amended and Restated Plan and Agreement of Merger and
Reorganization dated as of December 28, 1996, by and among Providian
Corporation, AEGON N.V. and LT Merger Corp. (incorporated by
reference to Exhibit 2.1 of Registration Statement on Form F-4 of
AEGON N.V., File No. 333-25395).
2.2 Amendment, dated as of May 15, 1997, to the Amended and Restated Plan
and Agreement of Merger and Reorganization, dated as of December 28,
1996, by and among Providian Corporation, AEGON N.V. and LT Merger
Corp.
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EXHIBIT 2.2
AMENDMENT TO THE AMENDED AND RESTATED PLAN AND AGREEMENT OF MERGER AND
REORGANIZATION
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AMENDMENT (THIS "AMENDMENT"), DATED AS OF MAY 15, 1997, TO THE AMENDED AND
RESTATED PLAN AND AGREEMENT OF MERGER AND REORGANIZATION, DATED AS OF DECEMBER
28, 1996, BY AND AMONG AEGON N.V., A COMPANY FORMED UNDER THE LAWS OF THE
NETHERLANDS ("MERGER PARTNER"), LT MERGER CORP., A DELAWARE CORPORATION AND A
WHOLLY OWNED SUBSIDIARY OF MERGER PARTNER ("SUB"), AND PROVIDIAN CORPORATION, A
DELAWARE CORPORATION ("COMPANY").
WHEREAS, Merger Partner, Sub and Company have entered into an Amended and
Restated Plan and Agreement of Merger and Reorganization, dated as of December
28, 1996 (the "Merger Agreement");
WHEREAS, Merger Partner, Sub and Company wish to amend the Merger
Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties agree as follows:
I. Amendments.
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1. Existing Section 2.2(c) of the Merger Agreement is hereby deleted in
its entirety and replaced with the following:
"(c) Subject to Section 2.3(c), each share of Company Common Stock
that is issued and outstanding immediately prior to the Effective Time
(other than shares to be canceled in accordance with Section 2.2(b)) shall
be converted into a right to receive a number (the "Exchange Ratio") of
shares, or fraction thereof, of voting common stock, par value of one Dutch
Guilder per share, of Merger Partner ("Merger Partner Common Stock")
determined by dividing $28.00 by the Share Price (as defined below),
subject to the provisions of Section 8.1(b)(vi), if applicable. All such
shares of Company Common Stock, when so converted, shall no longer be
outstanding and shall automatically be canceled and retired and shall cease
to exist, and each certificate previously representing any such shares (a
"Certificate") shall thereafter represent the right to receive that number
of shares of Merger Partner Common Stock into which such shares of Company
Common Stock have been converted. Certificates previously representing
shares of Company Common Stock shall be exchanged for certificates
representing whole shares of Merger Partner Common Stock, and cash in lieu
of any fractional share, issued in consideration therefor upon the
surrender of such certificates in accordance with Section 2.3, without
interest. For purposes of this Agreement, (i) the term "Share Price" shall
be equal to the Fair Market Value at the Effective Time of one share of
Merger Partner Common Stock; provided, however, that if such Fair Market
Value at the Effective Time is less than $50.034, then the Share Price
shall be $50.034, and if such Fair
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Market Value at the Effective Time is greater than $61.153, then the Share
Price shall be $61.153; and (ii) the term "Fair Market Value at the
Effective Time" of one share of Merger Partner Common Stock shall be the
average during the 20 trading days immediately preceding the last business
day before the date of the Effective Time of the average daily high and low
prices per share of Merger Partner Common Stock on the New York Stock
Exchange ("NYSE"). Notwithstanding the foregoing, if the Fair Market Value
at the Effective Time is greater than $66.713, the Exchange Ratio shall
equal (x) the sum of (1) .457868 plus (2) $30.545 divided by the Fair
Market Value at the Effective Time, divided by (y) 2."
2. Section 8.1(c)(vi) of the Merger Agreement is hereby deleted in its
entirety.
II. Miscellaneous.
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1. Except as expressly amended by this Amendment, all of the terms and
provisions of the Merger Agreement shall remain unchanged and continue in full
force and effect and the parties hereto shall be entitled to all of the
applicable benefits thereof and shall be responsible for all of their respective
obligations thereunder.
2. This Amendment may be executed in any number of counterparts, and each
such counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement. This Amendment shall
become effective when one or more counterparts have been signed by each of the
parties and delivered to the other parties, it being understood that the parties
need not sign the same counterpart.
3. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO ANY APPLICABLE CONFLICTS OF
LAW PROVISIONS THEREOF).
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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed and delivered by its respective duly authorized officers, all as of
the date first above written.
AEGON N.V.
By: /s/ Donald J. Shepard
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Name:Donald J. Shepard
Title: Executive Board Member
LT MERGER CORP.
By: /s/ Patrick S. Baird
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Name:Patrick S. Baird
Title: Chairman of the Board, President &
Treasurer
PROVIDIAN CORPORATION
By: /s/ Irving W. Bailey II
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Name: Irving W. Bailey II
Title: Chairman & Chief Executive Officer
