Post Balance Sheet Events
Public Offer by AEGON N.V
for FGH Stock and Structuring
of FGH within the AEGON Group
On January 19, 1987, AEGON N.V made an offer
for FGH stock. On February 18, 1987, AEGON
N.V announced its intention to proceed with the
offer. In connection with the acquisition by
AEGON N.V of virtually all FGH stock, an agree
ment was reached between AEGON N.V and
Postbank N.V, under the terms of which, among
other things, the participation of Postbank N.V
in FGH was terminated, and an amount of NLG
50 million of the subordinated loans totaling
NLG 142.3 million granted by Postbank N.V has
since also been taken over by AEGON N.V
As part of the structuring of FGH within
the AEGON Group, AEGON Hypotheekbank
N.V has been transferred to FGH. As per year-
end 1986, AEGON Hypotheekbank N.V had a
balance sheet total of NLG 250 million. In addi
tion, AEGON N.V has converted the convertible
subordinated loan in the amount of NLG 123
million granted to FGH into so-called preferred
C stock, and the shares of preferred B stock have
been exchanged for shares of common stock. This
transaction results in an increase of NLG 123 mil
lion in stockholders’ equity As per May 15, 1987,
AEGON N.V held all the preferred stock and
97.4% of the common stock of FGH.
The realty interests embodied in the FGH
subsidiary, Gemeenschappelijk Eigendom B.V,
have been taken over by AEGON N.V, through
acquisition of the stock of this company. Not
included in this takeover, however, is the 100%
interest in Aannemingsmaatschappij Gebam B.V,
as well as a number of interests in joint ventures,
although AEGON N.V has been granted an
option to acquire FGH s holding in Van Haften
Co N.V and Aannemingsmaatschappij Gebam
B.V in the fullness of time. Finally, FGH has been
indemnified against the financial consequences
of its guarantee commitments vis-ä-vis the finan
ciers of Transveer B.V At an earlier date, AEGON
N.V had already provided a guarantee to holders
ditors of FGH in respect of the latter liabilities.
This guarantee remains unchanged.
The above transactions have only a minor
effect on the capital base (the sum of equity and
subordinated loans) shown in the balance sheet,
as indicated by the pro forma capitalization as
per December 31, 1986 (representing the situa
tion as it would have obtained, had the above-
mentioned transactions taken place by the
balance sheet date):
12.31.86
12.31.86
(NLG x 1,000)
pro forma
Capital stock
47,727
170,795*
Equity reserves
209,753
209,753
Stockholders’ equity
257,480
380,548
Minority interests
4,029
2,339
Subordinated loans
318,860
192,292
Equity and
subordinated loans
580,369
575,179
Common stock
25,118
35,795
Preferred A stock
11,932
11,932
Preferred B stock
10,677
Preferred C stock
123,068
