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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 4
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AEGON N.V.
(Name of Issuer)
Ordinary Share
EUR 0.12 nominal value
(Title of Class of Securities)
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00000 79241
(CUSIP Number)
Vereniging AEGON
(Name of Persons Filing Statement)
Richard D. Truesdell, Jr.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10012
Tel. No.: (212) 450-4000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 19, 2000
(Date of Event which Requires Filing of
this Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]
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<PAGE>
SCHEDULE 13D
CUSIP No. 00000 79241 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vereniging AEGON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
Not applicable.
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands.
7 SOLE VOTING POWER
451,820,196 (See Item 5)
8 SHARED VOTING POWER
0
NUMBER OF SHARES
BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING PERSON 451,820,196 (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
451,820,196 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
Not applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.4%
14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE>
Vereniging AEGON (the "Association") hereby amends and supplements its
Report on Schedule 13D, originally filed with the Securities and Exchange
Commission on January 16, 1998 (the "Schedule 13D") with respect to the purchase
of common shares, EUR 0.12 per share of AEGON N.V. ("AEGON" or the "Issuer").
Unless otherwise indicated, each capitalized term used but not defined
herein shall have the meaning assigned to such term in the Schedule 13D.
Item 1. Security and Issuer.
The response set forth in Item 1 of the Schedule 13D is hereby amended and
supplemented by the following information:
The class of equity securities to which this statement relates is the
common shares, EUR 0.12 per share (the "Common Shares"), of AEGON. All share
numbers herein reflect a two-for-one stock split effective May 30, 2000.
Item 3. Source and Amount of Funds or Other Consideration.
The response set forth in Item 3 of the Schedule 13D is hereby amended and
supplemented by the following information:
Between October 21, 1999 and June 19, 2000, the Association acquired
26,942,160 Common Shares of which 3,765,168 were received from stock dividends
and 23,176,992 purchased at prices ranging from EUR 37.07 to EUR 48.46,
representing a weighted average price of EUR 45.09 in open market purchases.
Such purchase prices have been funded through internally generated funds.
Item 4. Purpose of Transaction.
The response set forth in Item 4 of the Schedule 13D is hereby amended and
supplemented by the following information:
The Association purchased the Common Shares as part of a program to
restore the percentage of Common Shares held by the Association prior to the
Providian Acquisition.
Item 5. Interest in Securities of the Issuer.
The response set forth in Item 5 of the Schedule 13D is hereby amended and
supplemented by the following:
(a) The Association has acquired and, for the purpose of Rule 13d-3
promulgated under the Exchange Act, beneficially owns, as of June 19, 2000,
451,820,196 Common Shares, representing approximately 34.4% of the outstanding
Common Shares of the Issuer.
Except as set forth in this Item 5(a), neither the Association, nor any other
person controlling the Association, nor, to the best of its knowledge, any
persons named in Schedule A hereto owns beneficially any Common Shares.
(b) The Association has sole power to vote and to dispose of 451,820,196
Common Shares.
(c) Between October 21, 1999 and June 19, 2000, the Association acquired
26,942,160 Common Shares of which 3,765,168 were received from stock dividends
and 23,176,992 purchased at prices ranging from EUR 37.07 to EUR 48.46,
representing a weighted average price of EUR 45.09.
(d) Inapplicable.
(e) Inapplicable.
3
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: July 25, 2000
By: /s/ J.B.M. Streppel
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Name: J.B.M. Streppel
Title: Member Executive Committee
4
<PAGE>
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE ASSOCIATION
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of Vereniging AEGON
(the "Association") are set forth below. If no business address is given the
member business address is Mariahoeveplein 50, 2591 TV The Hague, The
Netherlands. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to The Association. Unless otherwise indicated below,
all of the persons listed below are citizens of the Netherlands.
Present Principal Occupation Including
Name and Business Address Name and Address (1) of Employer
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Executive Committee
P.P. Kohnstamm Chairman Managing director of Vastgoed Advies
(real estate consultancy)/professor in
the theory of real estate, University of
Amsterdam
J.M. Boll Member of the Council of State (an
advisory council to the Dutch
Government) Binnenhof 1, 2513 AA The
Hague, The Netherlands
J.L. Bouma Vice-chairman
P.J. Idenburg Dean of the Faculty Technology, Policy
and Management -- Delft University
Jaffalaan 6, 2628 BX.Delft-- The
Netherlands
H. de Ruiter Vice-chairman of the Supervisory Board
of AEGON N.V.
K.J. Storm Chairman of the Executive Board of AEGON
N.V.
J.B.M. Streppel Member of the Executive Board of AEGON
N.V.
M. Tabaksblat Chairman of the Supervisory Board of
AEGON N.V.
Present Principal Occupation Including
Name and Business Address Name and Address (2) of Employer
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Other Members
B.F. Bos-Beernink Former member of parliament
A.F. Bosma Independent insurance agent
P.O. Box 17, 2130 AA Hoofddorp,
The Netherlands
W.B. Brouwer Manager of Brouwer Advies (consultancy
firm) Grutto 41, 1902 KW Castricum,
The Netherlands
H.J. Bruins Slot General Manager, Government Institute
for Student Allowances,
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Groningen
J. van Hes CEO of HD Beheer B.V. P.O. Box 340, 8901
BC Leeuwarden, The Netherlands
I. E. Koster - Burbidge Interim Manager, Institute for Languages
Regine Coeli B.V.
H.J. Lambert Managing director of Lambert Venture
Promotion B.V. Ridderstraat 88, 4902 AC
Oosterhout, The Netherlands
P.M. van der Laan Retired notary public
H.W. Lulofs Retired general managing director of
Management Studycenter "De Baak"
R. Spiekerman van Weezelenburg Retired Major General Royal Netherlands
Marine Corps
J. van Rijn Retired member of the Executive Board of
Rabobank, Landrelaan 2, 3055 WR
Rotterdam, The Netherlands
G.G. Witsen Elias Managing director of Stichting Erven
Koumans-Smeding (a private foundation)
Nagtegaalstraat 9, 8916 BA Leeuwarden,
The Netherlands
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