sc13dza

0000950137-06-013548.txt : 20061213 0000950137-06-013548.hdr.sgml : 20061213 20061212213033 ACCESSION NUMBER: 0000950137-06-013548 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061213 DATE AS OF CHANGE: 20061212 GROUP MEMBERS: AEGON, N.V. GROUP MEMBERS: AUSA HOLDING COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLARK INC CENTRAL INDEX KEY: 0001063980 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 522103926 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54813 FILM NUMBER: 061272819 BUSINESS ADDRESS: STREET 1: 102 S WYNSTONE PARK DR STREET 2: STE 200 CITY: NORTH BARRINGTON STATE: IL ZIP: 60010 BUSINESS PHONE: 8473045800 MAIL ADDRESS: STREET 1: 102 S WYNSTONE PARK DR STREET 2: STE 200 CITY: NORTH BARRINGTON STATE: IL ZIP: 60010 FORMER COMPANY: FORMER CONFORMED NAME: CLARK/BARDES INC DATE OF NAME CHANGE: 19980612 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AEGON NV CENTRAL INDEX KEY: 0000769218 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: AEGONPLEIN 50 STREET 2: PO BOX 202 2501 CE CITY: THE HAGUE STATE: P7 BUSINESS PHONE: 011-31-70-344-7308 MAIL ADDRESS: STREET 1: AEGONPLEIN 50 STREET 2: PO BOX 202 2501 CE CITY: THE HAGUE STATE: P7 SC 13D/A 1 c10692a2sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2 )*

Clark Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

181457102

(CUSIP Number)

Craig D. Vermie
AEGON USA, Inc.
4333 Edgewood Road NE
Cedar Rapids, Iowa 52499
(319) 355-8511

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 11, 2006

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		181457102		Page		2		of		7

NAMES OF REPORTING PERSONS:

AEGON, N.V.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

The Netherlands

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

3,747,983*

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

2,286,994

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

3,747,983*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

21.18%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

* Beneficial ownership of 1,460,989 of the 3,747,983 shares of common stock referred to herein is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such shares as a result of the Tender and Voting Agreement described in Items 4 and 5 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any filer hereunder that it is the beneficial owner of any of such shares of common stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

** The calculation of the foregoing percentage is based on the number of shares of Clark Inc. common stock outstanding as of September 30, 2006 as set forth in the Merger Agreement (as defined below).


CUSIP No.		181457102		Page		3		of		7

NAMES OF REPORTING PERSONS:

AEGON USA, Inc.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Iowa

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

3,747,983*

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

2,286,994

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

3,747,983*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

21.18%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		181457102		Page		4		of		7

NAMES OF REPORTING PERSONS:

AUSA HOLDING COMPANY

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Maryland

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

3,747,983*

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

2,286,994

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

3,747,983*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

21.18%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

INTRODUCTORY STATEMENT

This Amendment No. 2 to Schedule 13D amends and supplements the Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on November 3, 2006 (“Amendment No. 1”) by AEGON, N.V., AEGON USA, Inc. and AUSA HOLDING COMPANY (“AUSA”).

This Amendment No. 2 is being filed to report that on December 11, 2006, Clark, Inc. (the “Company”), AUSA and AUSA Merger Sub, Inc., a wholly-owned subsidiary of AUSA (the “Purchaser”), have entered into Amendment No. 1 to the Agreement and Plan of Merger. This Amendment No. 2 also reflects the transfer of title to the shares from AEGON USA, Inc. to AUSA HOLDING COMPANY.

Other than as set forth herein, there has been no material change in the information set forth in Items 1 through 7 of the Schedule 13D, as amended. Terms not otherwise defined herein shall have the meaning set forth in Amendment No. 1.

Item 4. PURPOSE OF TRANSACTION

On December 11, 2006, AUSA, the Purchaser and the Company entered into Amendment No. 1 to the Agreement and Plan of Merger dated as of November 1, 2006 (the “Amendment”).

The Amendment is intended to accurately reflect the parties understanding that if required by law, the Merger must be approved by a majority of the outstanding Shares. Prior to the Amendment, the Merger Agreement provided that one of the conditions to consummate the Offer is that there be validly tendered and not withdrawn by the expiration of the Offer: (i) that number of Shares which, together with Shares already beneficially owned by AUSA or Purchaser, would constitute at least a majority of the outstanding Shares (on a fully diluted basis) (the “Stockholder Approval”) and (ii) a majority of outstanding Shares owned by Disinterested Stockholders, defined as persons other than AUSA, Tom Wamberg, Robert Long, James Bean, Thomas Pyra, any other director of the Company, and any member of the management group proposing to buy the MBO Businesses, and their respective affiliates (the “Disinterested Stockholder Approval”). This “dual” minimum condition was inadvertently applied as a closing condition to the Merger as well as to the Offer.

The Amendment corrects a reference in Section 6.01(a) of the Merger Agreement, which sets forth the conditions of the Merger, to be a reference to Stockholder Approval rather than to Disinterested Stockholder Approval. The Amendment also corrects a reference in Section 7.03 of the Merger Agreement to be a reference to Stockholder Approval rather than Disinterested Stockholder Approval.

The Amendment also amends the definition of “Disinterested Stockholders” to include all beneficial owners of Company Common Stock other than AUSA, Purchaser, Tom Wamberg, Robert Long, James Bean, James Benson, Thomas Pyra, any other director of the Company, Kenneth Kies and any other member of the management group proposing to buy the MBO Businesses, any executive officer or division president of the Company or any subsidiary thereof, and their respective affiliates.

-5-

References to, and descriptions of, the Amendment in this Item 4 are qualified in their entirety by this reference to the Amendment, which is filed as an exhibit to this Schedule 13D and which is incorporated by reference in this Item 4 in its entirety where such references and descriptions appear.

Item 7. MATERIAL TO BE FILED AS EXHIBITS

The following is filed as an exhibit hereto:

1. Amendment No. 1 to Agreement and Plan of Merger Among AUSA Holding Company, AUSA Merger Sub, Inc. and Clark, Inc. effective as of November 1, 2006.

-6-

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated December 11, 2006


	AEGON, N.V.
	By:		/s/ J.B.M. Streppel

	Name:		J.B.M. Streppel

	Title:		CFO, Member Executive Board


	AEGON USA, Inc.
	By:		/s/ James A. Beardsworth

	Name:		James A. Beardsworth

	Title:		Treasurer, SVP Corporate Development


	AUSA Holding Company
	By:		/s/ James A. Beardsworth

	Name:		James A. Beardsworth

	Title:		President

-7-

Exhibit 1

Amendment No. 1 to Agreement and Plan of Merger

EX-99.1 2 c10692a2exv99w1.htm AMENDMENT NO.1 TO AGREEMENT AND PLAN OF MERGER exv99w1

AMENDMENT NO. 1

AGREEMENT AND PLAN OF MERGER

Among

AUSA HOLDING COMPANY

AUSA MERGER SUB, INC.

and

CLARK, INC.

Effective as of November 1, 2006

AMENDMENT NO. 1
To
AGREEMENT AND PLAN OF MERGER

AUSA HOLDING COMPANY, a Maryland corporation (“Parent”), AUSA Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and CLARK, INC., a Delaware corporation (the “Company”) hereby agree that the AGREEMENT AND PLAN OF MERGER dated as of November 1, 2006, by and among Parent, Sub and the Company, be amended to (i) reflect the parties’ original intent that consummation of the Offer be conditioned in part on the requirement that a majority of shares of Company Common Stock beneficially owned by Disinterested Stockholders (as hereinafter defined) be validly tendered prior to the expiration of the Offer and Disinterested Stockholder Approval as provided or referred to in Section 6.01(a) and Section 7.03 was not intended to operate as a condition to the post-Offer Merger in which dissenting shareholders would have appraisal rights under Delaware law and (ii) expand the list of shareholders who shall not be considered Disinterested Stockholders, as follows:

1. Section 6.01(a), Stockholder Approval is amended to read as follows:

(a) Stockholder Approval. The Company Stockholder Approval, if required by Applicable Law, shall have been obtained.

2. The first sentence of Section 7.03, Amendment is amended to read as follows:

Amendment. This Agreement may be amended by the parties hereto at any time pursuant to resolutions duly adopted by their respective board of directors, whether before or after the Company Stockholder Approval has been obtained; provided that after the purchase of shares pursuant to the Offer, no amendment shall be made which decreases the Merger Consideration, and, after the Company Stockholder Approval has been obtained, there shall be made no amendment that by Applicable Law requires further approval by stockholders without the further approval of such stockholders.

3. The entire first paragraph of Exhibit A, Conditions of the Offer, is amended to read as follows:

Notwithstanding any other term of the Offer or this Agreement, Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Sub’s obligation to pay for or return tendered shares of Company Common Stock promptly after the termination or withdrawal of the Offer), to pay for any shares of Company Common Stock tendered pursuant to the Offer unless:

(i) There shall have been validly tendered and not withdrawn prior to the expiration of the Offer (a) that number of shares of Company Common Stock which, together with shares already beneficially owned by Parent or Sub, would constitute at least a majority of the outstanding Company Common Stock (determined on a fully diluted basis for all outstanding stock options and any other rights to acquire Company Common Stock on the date of purchase) as well as (b) a majority of outstanding shares of Company Common Stock beneficially

owned by the Disinterested Stockholders. For this purpose, the Disinterested Stockholders are all beneficial owners of Company Common Stock other than Parent, Sub, Tom Wamberg, Robert Long, James Bean, James Benson, Thomas Pyra, any other director of the Company, Kenneth Kies and any other member of the management group proposing to buy the MBO Business, any executive officer or division president of the Company or any subsidiary thereof, and their respective affiliates. (The condition specified in this clause (i) is referred to as the “Minimum Tender Condition”); and

(ii) Any requisite waiting period under the HSR Act (and any extension thereof) applicable to the purchase of shares of Company Common Stock pursuant to the Offer or to the Merger shall have expired. Furthermore, notwithstanding any other term of the Offer or this Agreement, Sub shall not be required to commence the Offer or accept for payment or, subject as aforesaid, to pay for any shares of Company Common Stock not theretofore accepted for payment or paid for, and, subject to and in accordance with this Agreement, may terminate or amend the Offer, with the consent of the Company or if, immediately prior to the applicable expiration of the Offer, any of the following conditions exists:

[The remainder of Exhibit A remains unchanged.]

4. This Amendment No. 1 to the AGREEMENT AND PLAN OF MERGER is effective as of November 1, 2006.

[signature page to follow]

IN WITNESS WHEREOF, Parent, Sub and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized, as of the date(s) set forth below.


		AUSA HOLDING COMPANY

		By:		/s/ James A. Beardsworth
		Name:		James A. Beardsworth
		Title:		President
		Date:		December 11, 2006

		AUSA MERGER SUB, INC.

		By:		/s/ James A. Beardsworth
		Name:		James A. Beardsworth
		Title:		President
		Date:		December 11, 2006

		CLARK, INC.

		By:		/s/ Thomas M. Pyra
		Name:		Thomas M. Pyra
		Title:		President and Chief Operating Officer
		Date:		December 11, 2006