SC 13D/A 1 0001.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- 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) --------------------------- 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) --------------------------- 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: [ ] ================================================================================ SCHEDULE 13D CUSIP No. 00000 79241 Page 2 of 6 Pages -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1746 (9-88) 2 of 7 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 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 -------------------------------------- Name: J.B.M. Streppel Title: Member Executive Committee 4 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 ------------------------------------- ---------------------------------------- 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 ------------------------------------- ---------------------------------------- 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, 5 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 6