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RULE NO. 424(b)(3)
REGISTRATION NO. 333-25395
SUPPLEMENT DATED MAY 16, 1997
TO
PROXY STATEMENT OF PROVIDIAN CORPORATION/
PROSPECTUS OF AEGON N.V.
<PAGE>
Irving W. Bailey II, CLU
Chairman and Chief Executive Officer
[LOGO] PROVIDIAN
Providian Corporation
400 West Market Street
Post Office Box 32830
Louisville, Kentucky 40232
May 16, 1997
Dear Stockholder,
As you know, we are currently soliciting proxies for the Annual Meeting of
Stockholders of Providian Corporation originally scheduled to be held on
Thursday, May 29, 1997. We are writing this letter to let you know about a
change we have made in the value of the AEGON common shares to be received by
you in the merger of Providian's insurance operations with a subsidiary of
AEGON. In order to provide you with sufficient time to consider this change,
Providian's Board has decided to adjourn the Annual Meeting to a new place and
time. The adjourned Annual Meeting will resume at 10:00 a.m., local time, on
Friday, June 6, 1997, at The Camberley Brown Hotel, 335 West Broadway,
Louisville, Kentucky. The information in this Supplement is a change from the
information in the Proxy Statement that we first mailed to you on April 21,
1997.
Under the original merger agreement between Providian and AEGON, AEGON had
the right to call off the merger if the average AEGON share price was above
$66.713, unless Providian agreed to exercise the "make-whole" provision and
accept fewer shares of AEGON. On May 14, 1997, the AEGON share price on the New
York Stock Exchange closed at $73.125 and has been above $66.713 since May 8,
1997, the first day of the twenty day trading period to be used in calculating
the average AEGON share price if the merger becomes effective on June 9, 1997.
For a complete description of how the exchange of Providian shares for AEGON
shares and the "make-whole" provision worked, see pages 1, 2, 19, 38 and 70 of
the Proxy Statement.
Because the average AEGON share price is currently above $66.713, AEGON could
have been faced with the decision of whether to exercise its termination right
and the Providian Board could have been faced with the decision of whether to
exercise the "make-whole" provision if AEGON decided to terminate the merger.
In order to eliminate this uncertainty, we and AEGON have renegotiated the
value that you will receive in the merger if the average AEGON share price is
above $66.713. As a result of an amendment to the merger agreement, AEGON no
longer has the right to terminate the merger agreement if the average AEGON
share price is above $66.713. Under the amendment, if the average AEGON share
price is above $66.713, you will receive in exchange for each of your Providian
shares, shares of AEGON with a value equal to the midpoint between what you
would have received if the "make-whole" provision had been exercised and what
you would have received if such former "make-whole" provision was not
exercised. As a result, you will share in any increase in the average AEGON
share price above $66.713. Prior to the amendment to the merger agreement,
Providian stockholders were not assured of receiving any of this additional
value, since AEGON had the right to call off the merger unless the "make-whole"
provision was exercised.
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A copy of the amendment to the merger agreement is attached to this
Supplement as Appendix A and is incorporated herein by reference. You should
read the entire merger agreement included in the Proxy Statement in
conjunction with this amendment.
The table below shows some hypothetical examples of how we would use the new
formula contained in the amendment to the merger agreement to determine the
fraction of an AEGON common share that will be issued for each Providian share
in the merger if the AEGON average share price is $66.713 or higher. We have
used a variety of average market values for AEGON common shares to show you
what you will receive at various AEGON common share prices. This table assumes
that you own 100 Providian shares.
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF AEGON SHARES
AVERAGE AEGON CASH PAYMENT HELD BY
AEGON EXCHANGE SHARES TO BE IN PLACE OF VALUE PER PROVIDIAN
MARKET VALUE RATIO RECEIVED FRACTIONAL SHARES PROVIDIAN SHARE STOCKHOLDERS(1)
------------ -------- ------------ ----------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
$66.713 .457868 45 $52.49 $30.55 14.86%
$70.00 .447113 44 $49.79 $31.30 14.54%
$75.00 .432567 43 $19.25 $32.44 14.11%
</TABLE>
- --------
(1)Based upon shares outstanding at December 31, 1996.
Using the same hypothetical average AEGON share prices, we compare the
exchange ratio and value per Providian share that you would have received
before the amendment, both with and without the "make-whole," to the amount
you would receive under the amendment.
<TABLE>
<CAPTION>
BEFORE AMENDMENT AFTER AMENDMENT
--------------------------------------------- ----------------------
WITH "MAKE-WHOLE" WITHOUT "MAKE-WHOLE"
---------------------- ----------------------
AVERAGE
AEGON VALUE VALUE VALUE
MARKET EXCHANGE PER PROVIDIAN EXCHANGE PER PROVIDIAN EXCHANGE PER PROVIDIAN
VALUE RATIO SHARE RATIO SHARE RATIO SHARE
- ------- -------- ------------- -------- ------------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
$66.713 .457868 $30.55 .457868 $30.55 .457868 $30.55
$70.00 .436357 $30.55 .457868 $32.05 .447113 $31.30
$75.00 .407267 $30.55 .457868 $34.34 .432567 $32.44
</TABLE>
The following table presents AEGON pro forma net income per share and
shareholders' equity per share at certain hypothetical price and fractional
share combinations above $66.713 after giving effect to the new formula
contained in the amendment to the merger agreement. This table replaces the
column in footnote (3) on page 19 of the Proxy Statement entitled "With
Exercise of "Make-Whole' Option" and should be read in conjunction with the
table on page 18 of the Proxy Statement.
<TABLE>
<S> <C> <C>
AEGON hypothetical share price............................. $70.00 $75.00
Fractional share received.................................. 0.447113 0.432567
YEAR ENDED DECEMBER 31, 1995:
Primary.................................................. $1.15 $1.11
Fully diluted............................................ 1.09 1.06
SIX MONTHS ENDED JUNE 30, 1996:
Primary.................................................. $0.78 $0.75
Fully diluted............................................ 0.74 0.72
SHAREHOLDERS' EQUITY JUNE 30, 1996......................... $12.59 $12.38
</TABLE>
2
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As I stated in my letter to you attached to the Proxy Statement, regardless
of the number of shares that you own or whether you plan to attend the meeting,
it is important that your shares be represented and voted at the meeting.
Because the number of AEGON shares that you receive in the merger may be
different from what we described in the Proxy Statement, we are sending you a
new proxy card in case this information changes your decision. If you have
already returned your proxy card, your prior vote on the merger will still be
counted, unless you revoke your prior vote or send in a new proxy card. We
believe that this amendment to the merger agreement is very beneficial to our
stockholders and we strongly encourage you to vote FOR the merger with AEGON.
As a result, if you have not yet returned your proxy or you wish to change your
prior vote, you should complete, sign and date the enclosed proxy card and
return it in the enclosed postage prepaid envelope.
If you have any questions or comments about this letter or anything in the
Proxy Statement, please call our Shareholder Relations Department, collect, at
(502) 560-3508. We look forward to seeing you at the meeting.
Sincerely,
/s/ Irving W. Bailey II
Irving W. Bailey II
Chairman and Chief Executive Officer
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATOR HAS APPROVED THE AEGON COMMON SHARES TO BE ISSUED OR THE PROVIDIAN
BANCORP COMMON STOCK TO BE DISTRIBUTED TO PROVIDIAN STOCKHOLDERS, OR DETERMINED
IF THIS DOCUMENT IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
Proxy Statement/Prospectus Supplement dated May 16, 1997 and first mailed to
stockholders on May 16, 1997.
3
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APPENDIX A
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.
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 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.
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
A-1
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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).
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.
/s/ Donald J. Shepard
By: _________________________________
Name: Donald J. Shepard
Title: Member of Executive Board
LT MERGER CORP.
/s/ Patrick S. Baird
By: _________________________________
Name: Patrick S. Baird
Title: Chairman of the Board,
President
and Treasurer
PROVIDIAN CORPORATION
/s/ Irving W. Bailey II
By: _________________________________
Name: Irving W. Bailey II
Title: Chairman of the Board and
Chief Executive Officer
A-2
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P PROVIDIAN CORPORATION
R
O P.O. BOX 32830
X LOUISVILLE, KENTUCKY 40232
Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Irving W. Bailey II, J. David Grissom and John M.
Cranor III, and each of them, proxies with power of substitution to vote all
shares of Common Stock which the undersigned would be entitled to vote at the
Annual Meeting of Providian Corporation (the "Company") previously scheduled for
May 29, 1997 at 11:00 a.m., Eastern Time, as adjourned to June 6, 1997 at 10:00
a.m., Eastern Time, and any adjournments thereof, upon the matters set forth
below and any other business that may properly come before the meeting.
1. Election of four Directors. Nominees for directors are Lyle Everingham,
Watts Hill, Jr., Ned C. Lautenbach and Larry D. Thompson.
2. Approval of the appointment by the Board of Directors of Ernst & Young LLP
as the Company's independent auditors for 1997.
3. Approval of the proposal to approve the Amended and Restated Plan and
Agreement of Merger and Reorganization, dated as of December 28, 1996, as
amended, among AEGON N.V., LT Merger Corp. and the Company.
See Reverse Side
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s FOLD AND DETACH HERE s
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[X] Please mark your 9863
votes as in this
example
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL PROPOSALS
The Board of Directors recommends a vote FOR all proposals.
1. Election of Directors
FOR WITHHELD
[_] [_]
2. Approval of Independent Auditors
FOR AGAINST ABSTAIN
[_] [_] [_]
3. Approval of Merger
FOR AGAINST ABSTAIN
[_] [_] [_]
For, except vote withheld from the following nominee(s):
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SIGNATURE(S) DATE:________________
Please sign exactly as your name appears on this proxy card. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
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s PLEASE DETACH HERE, COMPLETE, SIGN AND RETURN CARD s
PROVIDIAN CORPORATION
Annual Meeting of Stockholders
May 29, 1997
(as adjourned to June 6, 1997)
10:00 a.m.
The Camberley Brown Hotel
335 West Broadway
Louisville, Kentucky 40202
