acceptances had been received in respect of only’
just over 93% of the common stock, including
that held by Postbank N.V, by the closing date for
acceptance. AEGON N.V then extended the clos
ing date to March 13, 1987, and on March 19, sub
sequently announced that 95.7% of the shares of
common stock had been acquired, whereupon it
was decided to discontinue the quotation of FGH
common stock on the stock exchange as from
March 20, 1987.
The amendment to the articles of incorpo
ration adopted by the extraordinary general
meeting of stockholders of February 6, 1987,
came into effect on February 25, 1987, after
which a number of transactions were executed
on February 27, 1987, as part of the dismantling
of the collaboration between AEGON N.V and
Postbank N.V Apart from the common stock,
AEGON N.V also took over the 8% cumulative
preferred B stock from Postbank N.V as well as
the subordinated loan of NLG 50 million granted
by Postbank N.V in December 1986 together
with the profit rights of Postbank N.V pursuant
to the provisions of article 37 of the articles of
incorporation.
In addition, by notarial deed of February 27,
1987, AEGON N.V agreed to act a surety for and
joint and several debtor with FGH and subsidiary
mortgage banks with respect to all ordinary
liabilities and guarantees dating from before Feb
ruary 27, 1987, which guarantee and acceptance
of joint indebtedness also extend to the series of
mortgage bank bonds bearing the code numbers
09601 through 09603 and 09605 through 09608
included in the Official List of the Amsterdam
Stock Exchange of January 8, 1987, including
those issued after February 27, 1987.
By the said deed, AEGON N.V also under
took until further notice to act as surety for and
joint and several debtor in respect of all ordinary
claims arising out of loans contracted by FGH
after February 27, 1987, and authorized FGH to
11
provide such guarantees in writing. On March 3,
1987, a joint press release was issued concerning
these matters.
Finally, on April 3, 1987, in connection with
the structuring of the FGH Group within the
AEGON Group, a number of transfers and amal
gamations took place. On the one hand, AEGON
Hypotheekbank N.V was transferred to FGH,
which will concentrate on its core activities,
which are essentially concerned with mortgage
lending, although Aannemingsmaatschappij
Gebam B.V, our construction company, and the
bankers and stockbrokers Van Haften Co N.V
remain FGH subsidiaries, and on the other hand,
FGH realty interests embodied in Gemeenschap
pelijk Eigendom B.V have been taken over by
AEGON N.V, through acquisition of the stock of
this company with the exception, that is, of a
number of joint ventures.
FGH is indemnified against the financial
consequences of its guarantee commitments vis-
a-vis the financiers of Transveer B.V, in respect
whereof AEGON N.V has been granted an option
to acquire the stockholding in Gebam B.V and
Van Haften Co N.V in the fullness of time.
In addition, AEGON N.V, as part of the
capitalization of FGH, has exercised the right
granted to it on February 6, 1987, to acquire
shares of preferred C stock, having effected this
transaction by converting its convertible subordi
nated loan in an amount of NLG 123.068 million,
and has exchanged the preferred B stock pur
chased from Postbank N.V into registered shares
of common stock.
The effect of the above transactions is that
AEGON N.V now holds 99.3% of the total issued
capital stock of FGH.
Immediately following the developments of
November 1986, Mr. J.W van Dijk tendered his
resignation as president of the executive board,
and this was accepted by the board of directors,
who at the same time acknowledged the valuable
