SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 10, 1997
Providian Corporation
(Exact name of Registrant as Specified in its Charter)
Delaware 1-6701 51-0108922
(State or Other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
Providian Center, 400 West Market Street, Louisville, Kentucky 40202
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (502) 560-2000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 1. Changes in Control of Registrant.
The Registrant merged with LT Merger Corp., a wholly owned subsidiary
of AEGON N.V., pursuant to which the Registrant was the surviving corporation
and became a wholly owned subsidiary of AEGON N.V., effective as of 5:30 p.m.,
eastern daylight time, on June 10, 1997. In accordance with the Amended and
Restated Plan and Agreement of Merger and Reorganization, dated as of December
28, 1996, as amended, the Registrant's stockholders became entitled to receive
.434417 Common Shares of AEGON N.V. for each share of the Registrant's Common
Stock held by them at the effective time. In connection with the merger, AEGON
N.V. is issuing approximately 41,379,353 Common Shares in exchange for Providian
Common Stock, of which approximately one half will be newly issued shares and
the remaining shares were acquired from AEGON's majority shareholder, Vereniging
AEGON. Cash will be paid for any fractional shares.
Immediately prior to the effective time of the merger between the
Registrant and AEGON N.V., the Registrant's banking operations were spun off as
a separate company, Providian Financial Corporation, including its subsidiaries,
in accordance with the Agreement and Plan of Distribution Agreement dated as of
December 28, 1996 between the Registrant and Providian Financial Corporation
(formerly known as Providian Bancorp). Stockholders of the Registrant are
entitled to receive as a dividend one share of Providian Financial Corporation
for each share of the Registrant's Common Stock held by them as of the close of
business on June 10, 1997.
Item 2. Acquisition or Disposition of Assets.
The information in Item 1 above is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) UNAUDITED PRO FORMA FINANCIAL DATA
The unaudited pro forma information set forth below gives effect to the
Distribution of Providian's banking operations, known as Providian Bancorp, as a
separate company, now known as Providian Financial Corporation, as if the
Distribution had been consummated on March 31, 1997 for balance sheet
presentation purposes and at the beginning for each period presented for income
statement purposes.
The pro forma adjustments reflecting the consummation of the Distribution
are based upon the assumptions set forth in the Notes hereto. This pro forma
financial information should be read in conjunction with the historical
financial statements of Providian Corporation and Providian Bancorp.
The following information is not necessarily indicative of the financial
position or operating results that would have occurred had the Distribution been
consummated on the date, or at the beginning of the periods, for which
the consummation of the Distribution is being given effect.
The Unaudited Pro Forma Condensed Consolidated Statements include the
following columns:
"Providian Corporation Historical" represents Providian as previously
reported in quarterly and annual reports.
"Distribution--Historical Providian Bancorp" includes previously presented
quarterly and annual report information as disclosed in Providian's
reports.
"Distribution--Pro Forma Adjustments" represents transactions required by
the Merger and Distribution Agreements.
"Pro Forma Providian Corporation after Distribution" represents the portion
of Providian remaining after the Distribution of Providian Bancorp.
<PAGE>
<TABLE>
Pro Forma Condensed Consolidated Statement of Financial Condition
March 31, 1997
(Dollars in millions)
(UNAUDITED)
<CAPTION>
Distribution Pro Forma
--------------------------- Providian
Providian Historical Corporation
Corporation Providian Pro Forma after
Historical Bancorp(A) Adjustments Distribution
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Investments:
Bonds and stocks available for sale, at fair value of $11,289 $ 11,341 $11,341
Trading account securities, at fair value 108 108
Commercial mortgage loans 2,801 2,801
Residential mortgage loans 2,562 2,562
Consumer loans, net 2,643 $(2,643) $ --
Policy loans 488 488
Other investments 838 (305) 533
-------------------------------------------------------
Total Investments 20,781 (2,948) 17,833
Cash and cash equivalents 1,598 (973) (98)(C) 527
Deferred policy and loan acquisition costs 1,533 (34) 1,499
Value of insurance in force purchased 232 232
Goodwill 200 200
Separate account assets 3,537 3,537
Other assets 1,098 (193) 905
-------------------------------------------------------
Total Assets $ 28,979 $ (4,148) $ (98) $24,733
=======================================================
Liabilities and Shareholders' Equity
Liabilities
Benefit reserves and other policy liabilites $ 4,206 $4,206
Individual annuity reserves 5,452 5,452
Group annuity deposits 7,155 7,155
Banking deposits 2,993 $(2,993) --
Separate account liabilities 3,537 3,537
Long-term debt issued by:
Corporate 668 $(95)(C) 573
Bancorp 50 (50) --
Deferred federal income tax 337 45 382
Other liabilities 1,253 (527) 726
-------------------------------------------------------
Total Liabilities 25,651 (3,525) (95) 22,031
Commitments and Contingencies
Providian Bancorp-Obligated Mandatorily
Redeemable Capital Securities of Subsidiary
Trust Holding Soley Junior Subordinated
Deferrable Interest Debentures of Providian Bancorp 160 (160) --
Company-Obligated Mandatorily Redeemable
Preferred Securities of Providian LLC 100 100
Shareholders' Equity
Common stock, $1 par: 115 115
Additional paid-in capital 46 46
Net unrealized investment gain 36 36
Retained earnings 3,200 (463) (3)(C) 2,734
Common stock held in treasury - at cost: 20.7 million shares (321) (321)
Unearned restricted stock (8) (8)
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Total Shareholders' Equity 3,068 (463) (3) 2,602
------------------------------------------------------
Total Liabilities and Shareholders' Equity $ 28,979 $ (4,148) $ (98) $24,733
======================================================
</TABLE>
<PAGE>
<TABLE>
Pro Forma Condensed Consolidated Statement of Income
for the year ended December 31, 1996
(Dollars in millions except per common share)
(UNAUDITED)
<CAPTION>
Distribution Pro Forma
----------------------------- Providian
Providian Historical Corporation
Corporation Providian Pro Forma after
Historical Bancorp (A) Adjustments Distribution
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues:
Premiums and other considerations $ 1,199 $ 1,199
Investment income, net of expenses 1,932 $(596) 1,336
Consumer loan servicing fees 281 (281) --
Realized investment gain 4 4
Other income, net 206 (131) 75
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Total Revenues 3,622 (1,008) 2,614
Benefits and Expenses:
Benefits and claims 919 (141) 778
Increase in benefit and contract reserves 816 816
Commissions, net 87 87
General, administrative and other expenses, net 767 (530) $(3)(B) 234
Amortization of deferred policy and loan acquistion cost, --
value of life insurance in force purchased and goodwill 298 (45) 253
Interest expense 111 (50) 61
---------------------------------------------------------
Total Benefits and Expenses 2,998 (766) (3) 2,229
Income before Federal Income Tax 624 (242) 3 385
Federal Income Tax 183 (83) 1 101
----------------------------------------------------------
Net Income before Dividends on Company-Obligated
Mandatorily Redeemable Preferred Securities of Providian LLC 441 (159) 2 284
Dividends on Company-Obligated Mandatorily Redeemable
Preferred Securities of Providian LLC 6 6
---------------------------------------------------------
Net Income $ 435 (159) $ 2 $ 278
=========================================================
Net Income Per Common Share $4.64 $(1.70) $ 0.02 $ 2.96
=========================================================
</TABLE>
<PAGE>
<TABLE>
Pro Forma Condensed Consolidated Statement of Income
for the three months ended March 31, 1997
(Dollars in millions except per common share)
(UNAUDITED)
<CAPTION>
Distribution Pro Forma
------------------------ Providian
Providian Historical Corporation
Corporation Providian Pro Forma after
Historical Bancorp(A) Adjustments Distribution
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues:
Premiums and other considerations $ 304 $ 304
Investment income, net of expenses 495 $(155) 340
Consumer loan servicing fees 91 (91) --
Realized investment gain 3 3
Other income, net 58 (39) 19
----------------------------------------------
Total Revenues 951 (285) 666
Benefits and Expenses:
Benefits and claims 241 (44) 197
Increase in benefit and contract reserves 216 216
Commissions, net 20 20
General, administrative and other expenses, net 218 (160) $(1)(B) 57
Amortization of deferred policy and loan acquistion cost,
value of life insurance in force purchased and goodwill 65 (7) 58
Interest expense 21 (6) 15
-----------------------------------------------
Total Benefits and Expenses 781 (217) (1) 563
Income before Federal Income Tax 170 (68) 1 103
Federal Income Tax 50 (23) 27
-----------------------------------------------
Net Income before Dividends on Mandatorily Redeemable
Preferred Securities 120 (45) 1 76
Dividends on Capital Securities of Subsidiary Trust Holding Solely
Junior Subordinated Deferrable Interest Debentures of
Providian Bancorp 2 (2) --
Dividends on Company-Obligated Mandatorily Redeemable
Preferred Securities of Providian LLC 1 1
------------------------------------------------
Net Income $ 117 $ (43) $ 1 $ 75
================================================
Net Income Per Common Share $ 1.24 $ (0.46) $0.01 $0.79
================================================
</TABLE>
PRO FORMA ADJUSTMENTS
Adjustments to the unaudited pro forma condensed consolidated balance sheet
as of March 31, 1997 and statements of income for the periods ended December 31,
1996 and March 31, 1997 to give effect to the Distribution are summarized below.
(A) The Distribution of Providian Bancorp.
(B) The removal of general and administrative costs, and related tax effects,
of Providian's Chief Operating Officer and Strategic Planning Officer
who, according to the Distribution Agreement, transferred to
Providian Bancorp.
(C) Redemption of $95 million of 8.75% Sinking Fund Debentures at a price of $98
million, net of related tax effects, due to early repayment required by
the Distribution. The actual redemption occurred in May 1997.
(c) Exhibits.
2.1 Amended and Restated Plan and Agreement of Merger and Reorganization,
dated as of December 28, 1996, among Providian Corporation, AEGON N.V.
and LT Merger Corp., incorporated by reference to Exhibit 2.1 to the
Registration Statement on Form F-4 of AEGON N.V.
(Registration Number 333-25395)
2.2 Amendment dated as of April 15, 1997 to the Amended and Restated Plan
and Agreement of Merger and Reorganization dated as of December 28,
1996, among AEGON N.V., LT Merger Corp. and Providian Corporation,
incorporated by reference to the supplement dated April 16, 1997 to the
Proxy Statement/Prospectus, filed by AEGON N.V. pursuant to Rule 424(b)
under the Securities Act of 1933 and by the Registrant pursuant to Rule
14a-6(b) under the Securities Exchange Act of 1934.
2.3 Agreement and Plan of Distribution dated December 28, 1996 between
Providian Corporation and Providian Financial Corporation (formerly
known as Providian Bancorp Inc.), incorporated by reference to Exhibit
2.2 of the Registration Statement on Form F-4 of AEGON N.V.
(Registration Number 333-25395).
<PAGE>
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
By:_________________________________
Name: Robert L. Walker
Title: Senior Vice President - Finance
Date: June 23, 1997
<PAGE>
Index to Exhibits
Number Description
2.1 Amended and Restated Plan and Agreement of Merger and
Reorganization, dated as of December 28, 1996, among
Providian Corporation, AEGON N.V. and LT Merger Corp.,
incorporated by reference to Exhibit 2.1 to the
Registration Statement on Form F-4 of AEGON N.V.
(Registration Number 333-25395)
2.2 Amendment dated as of April 15, 1997 to the Amended and
Restated Plan and Agreement of Merger and Reorganization dated
as of December 28, 1996, among AEGON N.V., LT Merger Corp. and
Providian Corporation, incorporated by reference to the
supplement dated April 16, 1997 to the Proxy
Statement/Prospectus, filed by AEGON N.V. pursuant to Rule
424(b) under the Securities Act of 1933 and by the Registrant
pursuant to Rule 14a-6(b) under the Securities Exchange Act of
1934.
2.3 Agreement and Plan of Distribution dated December 28, 1996
between Providian Corporation and Providian Financial
Corporation (formerly known as Providian Bancorp Inc.),
incorporated by reference to Exhibit 2.2 of the
Registration Statement on Form F-4 of AEGON N.V.
(Registration Number 333-25395).
