Filed Pursuant to Rule 424(b)(5)
Registration No. 333-84226
The information in this preliminary prospectus supplement is not complete and
may be changed. This preliminary prospectus supplement is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
Subject to Completion
Preliminary Prospectus Supplement dated December 2, 2002
PROSPECTUS SUPPLEMENT
(To prospectus dated July 1, 2002)
$
[ING LOGO]
ING Groep N.V.
% ING Perpetual Debt Securities
------------------------
We are issuing $ aggregate principal amount of % ING Perpetual
Debt Securities, which will be issued pursuant to a subordinated indenture
between us and The Bank of New York, as trustee.
The ING Perpetual Debt Securities will bear interest at a rate of % per
annum on their outstanding principal amount, payable in U.S. dollars quarterly
in arrears on , , and ,
commencing on , 2003. We refer to these dates as interest payment
dates. You will receive interest payments on your ING Perpetual Debt Securities
only in cash. As more fully described in this prospectus supplement, except in
limited circumstances, we may defer interest payments for any period of time;
provided, however, that such deferred payments will become immediately due and
payable if we make any payment on, or repurchase or redeem, our Junior
Securities or Parity Securities (each as defined herein). Although you will
always receive cash in satisfaction of any payments, we may, in certain
circumstances, elect and, in the case of deferred payments, be required to
satisfy our obligation to make such payments in cash by issuing our Ordinary
Shares, which, when sold, will provide a sufficient amount of cash necessary to
make all such payments. We refer to this as the Alternative Interest
Satisfaction Mechanism. When we refer to Ordinary Shares, we mean our ordinary
shares, or bearer receipts in respect thereof.
ING Perpetual Debt Securities are perpetual securities that have no fixed
maturity or redemption date. However, at our option, we may redeem the ING
Perpetual Debt Securities in whole (but not in part) at their aggregate
principal amount of $ , together with any Outstanding Payments (as
defined herein), on or any interest payment date thereafter,
and upon the occurrence of certain tax and regulatory events described in this
prospectus supplement under "Description of the ING Perpetual Debt Securities."
We have applied to list the ING Perpetual Debt Securities on the New York
Stock Exchange under the symbol " ." Trading of the ING Perpetual Debt
Securities is expected to begin within 30 days after the initial delivery of the
ING Perpetual Debt Securities.
FOR A DISCUSSION OF THE RISKS THAT YOU SHOULD CONSIDER BEFORE PURCHASING THE
ING PERPETUAL DEBT SECURITIES, SEE "RISK FACTORS" BEGINNING ON PAGE S-8 OF THIS
PROSPECTUS SUPPLEMENT AND ON PAGE 3 OF THE ACCOMPANYING PROSPECTUS.
------------------------
PRICE TO UNDERWRITING PROCEEDS TO ING
PUBLIC(1) DISCOUNT(2) GROEP N.V.(3)
--------- ------------ ---------------
Per ING Perpetual Debt Security............................. % % %
Total....................................................... $ $ $
---------------
(1) Plus accrued interest, if any.
(2) We will pay the underwriters compensation of % per ING Perpetual Debt
Security for sales of less than $250,000 aggregate principal amount of ING
Perpetual Debt Securities and % per ING Perpetual Debt Security for sales
of $250,000 or more aggregate principal amount of ING Perpetual Debt
Securities to a single purchaser.
(3) Before deducting expenses.
To the extent that the underwriters sell more than $ in principal
amount of the ING Perpetual Debt Securities, the underwriters will have the
option to purchase up to an additional $ in principal amount of the
ING Perpetual Debt Securities from us at the offering price less the
underwriting discount.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that
this prospectus supplement and the accompanying prospectus are truthful or
complete. Any representation to the contrary is a criminal offense.
The underwriters will deliver the ING Perpetual Debt Securities in
book-entry form only through the facilities of The Depository Trust Company on
or about December , 2002. Beneficial interests in the ING Perpetual Debt
Securities will be shown on, and transfers thereof will be effected only
through, records maintained by The Depository Trust Company and its
participants, including Clearstream Banking, societe anonyme, Luxembourg and
Euroclear Bank S.A./N.V.
------------------------
ING FINANCIAL MARKETS MERRILL LYNCH & CO. MORGAN STANLEY
------------------------
PRUDENTIAL SECURITIES SALOMON SMITH BARNEY
UBS WARBURG WACHOVIA SECURITIES
------------------------
BNP PARIBAS JPMORGAN
The date of this prospectus supplement is December , 2002.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
----
Summary of the Offering..................................... S-1
Ratio of Earnings to Fixed Charges.......................... S-7
Risk Factors................................................ S-8
Selected Financial Information.............................. S-10
Where You Can Find More Information......................... S-14
Capitalization and Indebtedness............................. S-17
Use of Proceeds............................................. S-17
ING Groep N.V. ............................................. S-18
Description of the ING Perpetual Debt Securities............ S-23
United States Taxation...................................... S-39
The Netherlands Taxation.................................... S-43
Underwriting................................................ S-45
Validity of the Securities.................................. S-47
PROSPECTUS
Prospectus Summary.......................................... 1
Ratio of Earnings to Fixed Charges.......................... 2
Risk Factors................................................ 3
Where You Can Find More Information......................... 5
Forward-Looking Statements.................................. 7
About This Prospectus....................................... 7
ING Groep N.V. ............................................. 8
Capitalization and Indebtedness............................. 10
Use of Proceeds............................................. 10
Description of Debt Securities We May Offer................. 11
Description of Ordinary Shares.............................. 36
Description of the Stichting Trust and the Bearer
Receipts.................................................. 39
Description of American Depositary Shares We May Offer...... 41
Legal Ownership and Book-Entry Issuance..................... 47
Taxation.................................................... 54
ERISA Considerations........................................ 75
Plan of Distribution........................................ 76
Validity of the Securities.................................. 77
Experts..................................................... 78
Expenses.................................................... 78
Notices..................................................... 78
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE HAVE
NOT, AND THE UNDERWRITERS HAVE NOT, AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU
WITH DIFFERENT INFORMATION. IF ANYONE PROVIDES YOU WITH DIFFERENT OR
INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON IT. WE ARE NOT, AND THE
UNDERWRITERS ARE NOT, MAKING AN OFFER TO SELL THESE SECURITIES IN ANY
JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. YOU SHOULD ASSUME THAT
THE INFORMATION APPEARING IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS, AS WELL AS INFORMATION WE PREVIOUSLY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, WHICH WE SOMETIMES REFER TO AS THE SEC, AND INCORPORATED BY
REFERENCE, IS ACCURATE AS OF THE DATE ON THE FRONT COVER OF THIS PROSPECTUS
SUPPLEMENT ONLY. OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND
PROSPECTS MAY HAVE CHANGED SINCE THAT DATE.
i
"We" and "us" refer to ING Groep N.V., the term "Group" or "ING" means ING
Groep N.V. and its consolidated subsidiaries.
IN CONNECTION WITH THE ISSUANCE OF THE ING PERPETUAL DEBT SECURITIES, THE
UNDERWRITERS MAY ENGAGE IN TRANSACTIONS WHICH STABILIZE, MAINTAIN OR OTHERWISE
AFFECT THE MARKET PRICE OF THE ING PERPETUAL DEBT SECURITIES. SPECIFICALLY, THE
UNDERWRITERS MAY OVERALLOT THE OFFERING, CREATING A SYNDICATE SHORT POSITION. IN
ADDITION, THE UNDERWRITERS MAY BID FOR AND PURCHASE ING PERPETUAL DEBT
SECURITIES, IN THE OPEN MARKET, TO COVER SYNDICATE SHORTS OR TO STABILIZE THE
PRICE OF THE ING PERPETUAL DEBT SECURITIES ABOVE INDEPENDENT MARKET LEVELS. THE
UNDERWRITERS ARE NOT REQUIRED TO ENGAGE IN THESE ACTIVITIES AND MAY END ANY OF
THESE ACTIVITIES AT ANY TIME.
This prospectus supplement does not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities offered hereby by any
person in any jurisdiction in which it is unlawful for such person to make such
an offering or solicitation. The offer or sale of the ING Perpetual Debt
Securities may be restricted by law in certain jurisdictions, and you should
inform yourself about, and observe, any such restrictions.
ii
SUMMARY OF THE OFFERING
The following summary highlights information contained elsewhere in this
prospectus supplement and the accompanying prospectus. This summary is not
complete and does not contain all the information that may be important to you.
You should read the entire accompanying prospectus and prospectus supplement,
including the financial statements and related notes incorporated by reference
herein, before making an investment decision. Terms which are defined in
"Description of the ING Perpetual Debt Securities" or in the accompanying
prospectus have the same meaning when used herein.
Issuer........................ ING Groep N.V., Amstelveenseweg 500, 1081 KL
Amsterdam, P.O. Box 810, 1000 AV Amsterdam, The
Netherlands,
telephone: 011-31-20-541-54-11.
Trustee....................... The Bank of New York, 101 Barclay Street, New
York, New York 10286.
Calculation Agent............. ING Financial Markets LLC.
Securities Offered............ % ING Perpetual Debt Securities, in an
aggregate principal amount of $ .
The ING Perpetual Debt Securities will be
issued under our subordinated indenture, as
supplemented by a second supplemental
indenture, between us and The Bank of New York,
as trustee, and will constitute a series of our
subordinated debt securities as described in
this prospectus supplement and the accompanying
prospectus.
Interest...................... The ING Perpetual Debt Securities will bear
interest at a rate of % per annum, payable
quarterly in arrears in equal payments for any
full Interest Period.
Interest Payment Dates........ Subject as described below, interest payments
on the ING Perpetual Debt Securities will be
payable quarterly on , ,
and of each year,
commencing on , 2003. We refer to
these dates as interest payment dates.
Regular Record Dates.......... The regular record dates for each interest
payment date will be , ,
and , respectively.
Redemption.................... The ING Perpetual Debt Securities are perpetual
securities and have no fixed maturity date or
redemption date. The ING Perpetual Debt
Securities are redeemable at our option, in
whole, but not in part, at their aggregate
principal amount, together with any outstanding
payments, on , which we
refer to as the First Call Date, or any
interest payment date thereafter. The ING
Perpetual Debt Securities are also subject to
redemption upon the occurrence of a Tax Event
or a Regulatory Event, each as described in
this prospectus supplement under "Description
of the ING Perpetual Debt
Securities -- Optional Redemption and
Redemption upon Certain Events."
Subordination................. The ING Perpetual Debt Securities are our
direct, unsecured and subordinated securities.
The rights and claims of the holders of the ING
Perpetual Debt Securities are subordinated to
the claims of holders of our Senior Debt. Our
Senior Debt means:
- all claims of our unsubordinated creditors;
S-1
- all claims of creditors whose claims are, or
are expressed to be, subordinated only to the
claims of our unsubordinated creditors
(whether only in the event of our bankruptcy
or otherwise); and
- all claims of all of our other creditors,
except those whose claims are, or are
expressed to rank, pari passu with, or junior
to, the claims of holders of the ING
Perpetual Debt Securities.
Upon our liquidation (upon dissolution or
otherwise), you will be treated effectively
from a financial point of view as if you were a
holder of our most senior class or classes of
preference shares. As a result, your claims
would effectively from a financial point of
view rank pari passu with such preference
shares and any other Parity Securities or
Parity Guarantees, and junior to our Senior
Debt. When we refer to Parity Securities, we
mean our most senior class of preference shares
or any of our other securities which
effectively from a financial point of view
- are similar to the most senior class of our
preference shares:
- with respect to distributions on a return
of assets upon our liquidation; or
- with respect to dividends or distribution
of payments or other amounts thereunder;
and
- rank pari passu with the ING Perpetual Debt
Securities with respect to such distributions
or payments.
When we refer to Parity Guarantees, we mean any
guarantees, indemnities or other contractual
support arrangements we enter into with respect
to securities issued by any of our subsidiaries
or Undertakings which effectively from a
financial point of view
- are similar to the most senior class of our
preference shares:
- with respect to distributions on a return
of assets upon our liquidation; or
- with respect to dividends or distribution
of payments or other amounts thereunder;
and
- rank pari passu with the ING Perpetual Debt
Securities with respect to such distributions
or payments.
Optional Deferral of
Payments...................... Subject to the payment restriction described
below, we may elect to defer any payment (other
than principal) on the ING Perpetual Debt
Securities for any period of time. However, if
we make this election, the deferred payment
will bear interest at a rate of %.
Required Deferral of
Payments...................... We will not make interest payments on the ING
Perpetual Debt Securities if, following payment
of the interest, we would not be solvent.
Payments that are not made will be treated as
deferred interest. Interest will not accrue on
interest payments we are required to defer.
Dividend Stopper.............. As long as there is deferred interest
outstanding and any payment is so deferred, we
may not recommend to our shareholders and, to
the fullest extent permitted by law, we will
S-2
otherwise act to prevent, any action that would
constitute a Mandatory Payment Event or
Mandatory Partial Payment Event, each as
described in this prospectus supplement under
"Description of the ING Perpetual Debt
Securities -- Dividend Stopper; Mandatory
Interest Payment."
Mandatory Payment Events;
Mandatory Partial Payment
Events...................... Notwithstanding the payment restrictions
described above, if a Mandatory Payment Event
or a Mandatory Partial Payment Event occurs,
interest and deferred interest will be
mandatorily due and payable, including any
additional amounts due, as described herein
under the heading "Description of the ING
Perpetual Debt Securities -- Dividend Stopper;
Mandatory Interest Payment." We refer to these
payments as Mandatory Interest Payments.
A Mandatory Payment Event occurs if:
- we declare, pay or distribute a dividend or
make a payment (other than a dividend in the
form of Ordinary Shares) on any of our Junior
Securities or make a payment on a Junior
Guarantee;
- any of our subsidiaries or any entity in
which we have a direct or indirect financial,
commercial or contractual majority interest,
which we refer to as an Undertaking,
declares, pays or distributes a dividend on
any security issued by it benefitting from a
Junior Guarantee or makes a payment (other
than a dividend in the form of Ordinary
Shares) on any security issued by it
benefitting from a Junior Guarantee;
- we or any of our subsidiaries or Undertakings
redeems, purchases or otherwise acquires for
any consideration any of our Junior
Securities, any Parity Securities or any
securities issued by any of our subsidiaries
or Undertakings benefitting from a Junior
Guarantee or Parity Guarantee, other than:
- by conversion into or in exchange for our
Ordinary Shares;
- in connection with transactions effected by
or for the account of our customers or
customers of any of our subsidiaries or in
connection with distribution, trading or
market-making activities in respect of
those securities;
- in connection with our satisfaction of our,
or the satisfaction by any of our
subsidiaries of its, obligations under any
employee benefit plans or similar
arrangements with or for the benefit of
employees, officers, directors or
consultants;
- as a result of a reclassification of us or
any of our subsidiaries or the exchange or
conversion of one class or series of
capital stock for another class or series
of capital stock; or
- the purchase of the fractional interests in
shares of our capital stock or the capital
stock of any of our subsidiaries pursuant
to the conversion or exchange provisions of
that capital stock (or the security being
converted or exchanged); or
S-3
- any moneys are paid to or made available for
a sinking fund or for redemption of any
Junior Securities, Parity Securities or any
securities issued by any of our subsidiaries
or Undertakings benefitting from a Junior
Guarantee or Parity Guarantee.
A Mandatory Partial Payment Event occurs if:
- we declare, pay or distribute a dividend or
make a payment on any of our Parity
Securities or make any payment on any of our
Parity Guarantees; or
- any of our subsidiaries or Undertakings
declares, pays or distributes a dividend on
any security issued by it benefitting from a
Parity Guarantee or makes a payment on any
security issued by it benefitting from a
Parity Guarantee.
Alternative Interest
Satisfaction Mechanism........ If we have deferred an interest payment, we
must, or if we so elect at any time we may,
satisfy our obligation to make any payment to
you on the ING Perpetual Debt Securities by
issuing Ordinary Shares in such amount that,
when the Ordinary Shares are sold, will provide
enough cash for us to make full payments to you
on the ING Perpetual Debt Securities in respect
of the relevant payment. The Calculation Agent
will calculate in advance the number of our
Ordinary Shares that we must issue to raise the
full amount of money due to you on the relevant
payment date. You will receive payments on the
ING Perpetual Debt Securities only in cash,
never in Ordinary Shares.
Sufficiency and Availability
of Ordinary Shares............ We are required to keep available for issue
enough Ordinary Shares as we reasonably
consider would be required for issuance in
order to satisfy the next four interest
payments using the Alternative Interest
Satisfaction Mechanism.
Market Disruption Event....... If, in our opinion, a Market Disruption Event
exists on or after the 15th business day
preceding any date upon which we are due to
satisfy a payment using the Alternative
Interest Satisfaction Mechanism, we may delay
making payment to you until the Market
Disruption Event no longer exists. Any such
deferred payment shall bear interest at the
Interest Rate if the Market Disruption Event
continues for 14 days or more beyond the
interest payment date.
Market Disruption Event means:
- the occurrence or existence of any suspension
of, or limitation imposed on, trading by
reason of movements in price exceeding limits
permitted by Euronext Amsterdam N.V. or on
settlement procedures for transactions in the
Ordinary Shares on Euronext Amsterdam N.V.
if, in any such case, that suspension or
limitation is, in the determination of the
Calculation Agent, material in the context of
the sale of the Ordinary Shares;
- in our opinion, there has been a substantial
deterioration in the price and/or value of
the Ordinary Shares, or circumstances
S-4
are such as to prevent or, to a material
extent, restrict the issue or delivery of the
Ordinary Shares; or
- where, pursuant to the terms of the
Indenture, moneys are required to be
converted from one currency into another
currency in respect of any payment, the
occurrence of any event that makes it
impracticable to effect such conversion.
Additional Amounts............ We will pay additional amounts to you to gross
up interest payments upon the imposition of
Dutch withholding tax, subject to customary
exceptions.
Early Redemption for Tax
Event......................... Upon the occurrence of certain changes in the
treatment of the ING Perpetual Debt Securities
for taxation purposes (e.g., loss of
deductibility to us or payments becoming
subject to withholding tax), we may redeem the
ING Perpetual Debt Securities in whole, but not
in part, on the next interest payment date,
including before or after the First Call Date,
at their aggregate principal amount, together
with any Outstanding Payments.
Early Redemption for
Regulatory Event.............. If we become subject to capital adequacy
regulations and if the relevant regulator has
determined that securities of the nature of the
ING Perpetual Debt Securities can no longer
qualify as Tier 1 Capital (or instruments of a
similar nature which qualify as core capital)
for the purposes of such capital adequacy
regulations, then we may redeem the ING
Perpetual Debt Securities at any time,
including prior to the First Call Date, in
whole, but not in part, at their aggregate
principal amount together with any Outstanding
Payments.
Book-entry System; Delivery
and Form.................... We will issue the ING Perpetual Debt Securities
only in fully registered form, without coupons,
in the form of beneficial interests in one or
more global securities. The ING Perpetual Debt
Securities will be issued only in denominations
of US$25, and integral multiples thereof. We
will issue the ING Perpetual Debt Securities as
global securities registered in the name of
Cede & Co., as nominee for The Depository Trust
Company, which we refer to as DTC.
The ING Perpetual Debt Securities will be
accepted for clearance by DTC, Euroclear, and
Clearstream, Luxembourg. The initial
distribution of the ING Perpetual Debt
Securities will be cleared through DTC only.
Beneficial interests in the global ING
Perpetual Debt Securities will be shown on, and
transfers thereof will be effected only
through, the book-entry records maintained by
DTC and its direct and indirect participants,
including Euroclear and Clearstream. Owners of
beneficial interests in the ING Perpetual Debt
Securities will receive all payments relating
to their ING Perpetual Debt Securities in U.S.
dollars.
The ING Perpetual Debt Securities will not be
issued in definitive form, except under certain
limited circumstances described herein. See
"Description of the ING Perpetual Debt
Securities -- Book-entry System; Delivery and
Form."
S-5
Remedy for Non-payment........ If any Payment Default occurs and continues
regarding the ING Perpetual Debt Securities,
the trustee may pursue all legal remedies
available to it, including commencing a
judicial proceeding for the collection of the
sums due and unpaid or a bankruptcy proceeding
in The Netherlands (but not elsewhere), but the
trustee may not declare the principal amount of
any outstanding ING Perpetual Debt Security to
be due and payable. If we fail to make payment
and the solvency conditions are not satisfied
at the end of the 14-day period described under
"Description of the ING Perpetual Debt
Securities -- Defaults; Limitation of
Remedies -- Payment Defaults," such failure
does not constitute a Payment Default, but
instead constitutes a Payment Event. Upon a
Payment Event, the trustee may institute
bankruptcy proceedings exclusively in The
Netherlands, but may not pursue any other legal
remedy, including a judicial proceeding for the
collection of the sums due and unpaid.
Notwithstanding the foregoing, as a holder of
the ING Perpetual Debt Securities, you have the
absolute and unconditional right to institute
suit for the enforcement of any payment when
due and such right may not be impaired without
your consent.
It is a payment default with respect to the ING
Perpetual Debt Securities if we fail to pay or
set aside for payment the amount due to satisfy
any payment on the ING Perpetual Debt
Securities when due, and such failure continues
for 14 days; provided, however, if we fail to
make any Mandatory Interest Payment as a result
of:
- failure to satisfy the solvency conditions;
or
- a deferral of an interest payment as
permitted under the terms of the Indenture;
that payment will constitute an Outstanding
Payment and will accumulate with any other
Outstanding Payments until paid, but will not
be a Payment Default.
Listing; Trading.............. The ING Perpetual Debt Securities constitute a
series of our debt securities. We have applied
to list the ING Perpetual Debt Securities on
the New York Stock Exchange under the symbol
" ." Trading of the ING Perpetual Debt
Securities is expected to begin within 30 days
after the initial delivery of the ING Perpetual
Debt Securities.
Once listed, each ING Perpetual Debt Security
will trade as an individual unit at a trading
price that will take into account the value, if
any, of accrued but unpaid interest.
Governing Law................. The ING Perpetual Debt Securities and the
related Indenture will be governed by, and
construed in accordance with, the laws of the
State of New York, except that the
subordination provisions will be governed by
and construed in accordance with the laws of
The Netherlands.
S-6
Use of Proceeds............... We will use the net proceeds of the issue and
sale of the ING Perpetual Debt Securities for
general corporate purposes and to further
strengthen our capital base.
Rating........................ The ING Perpetual Debt Securities are expected
to be assigned, on issue, a rating of "A1" by
Moody's Investors Services, and a rating of
"A-" by Standard & Poor's Rating Services, a
division of the McGraw-Hill Companies, Inc. A
credit rating is not a recommendation to buy,
sell or hold securities and may be subject to
revision, suspension or withdrawal at any time
by the relevant rating organization.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for
the periods indicated:
YEAR ENDED DECEMBER 31,
-------------------------------- NINE MONTHS ENDED
1997 1998 1999 2000 2001 SEPTEMBER 30, 2002
---- ---- ---- ---- ---- ------------------
1.39 1.25 1.45 1.72 1.31 1.35
The ratio of earnings to fixed charges is calculated by dividing earnings
by fixed charges. For this purpose, "earnings" means income from continuing
operations before income tax and before minority interests in consolidated
subsidiaries plus fixed charges and losses from investments accounted for under
the equity method. "Fixed charges" means interest expense plus capitalized
interest.
S-7
RISK FACTORS
Your investment in the ING Perpetual Debt Securities will involve a degree
of risk, including those risks which are described in this section. You should
carefully consider the following discussion of risks, as well as the risks set
forth in the accompanying prospectus beginning on page 3, before deciding
whether an investment in the ING Perpetual Debt Securities is suitable for you.
WE MAY DEFER PAYMENTS ON THE ING PERPETUAL DEBT SECURITIES FOR ANY PERIOD OF
TIME.
We may elect, and under certain circumstances we may be required, to defer
payments on the ING Perpetual Debt Securities for any period of time, subject to
suspension of payments on our Junior Securities, Parity Securities, Junior
Guarantees or Parity Guarantees. Unless deferral is required, deferred payments
will bear interest at a rate of %. See "Description of the ING Perpetual
Debt Securities -- Deferral of Interest Payments."
THE ING PERPETUAL DEBT SECURITIES ARE PERPETUAL SECURITIES, AND YOU WILL HAVE NO
RIGHT TO CALL FOR THEIR REDEMPTION.
The ING Perpetual Debt Securities are perpetual securities and have no
fixed maturity date or redemption date. We are under no obligation to redeem the
ING Perpetual Debt Securities at any time and you will have no right to call for
their redemption.
WE MAY REDEEM THE ING PERPETUAL DEBT SECURITIES AT ANY TIME IF CERTAIN ADVERSE
TAX OR REGULATORY EVENTS OCCUR AND WE MAY REDEEM THEM AT OUR OPTION ON
OR AT ANY TIME ON ANY INTEREST PAYMENT DATE THEREAFTER.
Upon the occurrence of certain tax or regulatory events described more
fully in this prospectus supplement under "Description of the ING Debt
Securities -- Optional Redemption and Redemption upon Certain Events," the ING
Perpetual Debt Securities will be redeemable at any time in whole, but not in
part, at our option. We may also redeem the ING Perpetual Debt Securities at our
option, in whole but not in part, on or after . Any redemption of
the ING Perpetual Debt Securities will be subject to the conditions described
under "Description of the ING Debt Securities -- Optional Redemption and
Redemption upon Certain Events."
WE ARE NOT PROHIBITED FROM ISSUING FURTHER DEBT WHICH MAY RANK PARI PASSU WITH
OR SENIOR TO THE ING PERPETUAL DEBT SECURITIES.
Subject only to the conditions described in "Description of the ING
Perpetual Debt Securities -- Subordination," there is no restriction on the
amount of debt that we may issue, which ranks senior to the ING Perpetual Debt
Securities or on the amount of securities that we may issue, which ranks pari
passu with the ING Perpetual Debt Securities. The issue of any such debt or
securities may reduce the amount recoverable by you upon our bankruptcy or may
increase the likelihood of a deferral of payments on the ING Perpetual Debt
Securities.
WE MAY DEFER PAYMENTS THAT WE ELECT, OR ARE REQUIRED, TO MAKE PURSUANT TO THE
ALTERNATIVE INTEREST SATISFACTION MECHANISM SHOULD WE FAIL TO HAVE A SUFFICIENT
NUMBER OF ORDINARY SHARES AVAILABLE FOR ISSUE.
If we are to make a payment using the Alternative Interest Satisfaction
Mechanism and we have an insufficient number of Ordinary Shares available for
issue, then our payment obligation will be suspended to the extent of such
insufficiency until such time as sufficient Ordinary Shares are available to
satisfy all or part of the suspended payment obligation, as more fully described
under "Description of the ING Perpetual Debt Securities -- Alternative Interest
Satisfaction Mechanism -- Insufficiency of Payment Ordinary Shares."
S-8
WE MAY DEFER PAYMENTS ON THE ING PERPETUAL DEBT SECURITIES IF A MARKET
DISRUPTION EVENT OCCURS.
If, following our decision to satisfy a payment using the Alternative
Interest Satisfaction Mechanism, in our opinion, a Market Disruption Event
exists, such payment may be deferred until the cessation of such market
disruption, as more fully described under "Description of the ING Perpetual Debt
Securities -- Market Disruption Event." Any such deferred payments shall bear
interest at a rate of % if the Market Disruption Event continues for 14
days or more.
THERE ARE LIMITATIONS ON THE REMEDIES AVAILABLE TO YOU AND THE TRUSTEE SHOULD WE
FAIL TO PAY AMOUNTS DUE ON THE ING PERPETUAL DEBT SECURITIES.
If a Payment Default occurs and continues regarding the ING Perpetual Debt
Securities, the trustee may pursue all legal remedies available to it, including
commencing a judicial proceeding for the collection of sums due and unpaid or
commencing a bankruptcy proceeding in The Netherlands, but not elsewhere. The
trustee may not, however, declare the principal amount of any outstanding ING
Perpetual Debt Security to be due and payable. Upon a Payment Event, the sole
remedy available to you and the trustee for recovery of amounts owing in respect
of any payment or principal in respect of the ING Perpetual Debt Securities will
be the institution of bankruptcy proceedings in The Netherlands. Although there
is some doubt under Dutch law whether the trustee would be permitted to commence
a bankruptcy proceeding in The Netherlands, in all cases any holder of the ING
Perpetual Debt Securities with a due and payable claim would be permitted to
commence such proceedings in accordance with Dutch bankruptcy law. See
"Description of the ING Perpetual Debt Securities -- Defaults; Limitation of
Remedies."
YOU WILL BE DEEMED TO HAVE WAIVED ALL RIGHTS OF SET-OFF.
Subject to applicable law, you may not exercise or claim any right of
set-off in respect of any amount we owe you arising under or in connection with
the ING Perpetual Debt Securities and you will be deemed to have waived all such
rights of set-off. See "Description of the ING Perpetual Debt
Securities -- Defaults; Limitation of Remedies -- General."
THE ING PERPETUAL DEBT SECURITIES ARE A NEW ISSUE OF SECURITIES, AND THERE IS NO
ASSURANCE THAT A TRADING MARKET WILL EXIST OR THAT IT WILL BE LIQUID.
The ING Perpetual Debt Securities are a new issue of securities and have no
established trading market. Although application has been made to list the ING
Perpetual Debt Securities on the New York Stock Exchange, there can be no
assurance that an active trading market will develop. Even if an active trading
market does develop, no one, including the underwriters, is required to maintain
its liquidity. The liquidity and the market prices for the ING Perpetual Debt
Securities can be expected to vary with changes in market and economic
conditions, our financial condition and prospects and other factors that
generally influence the market prices of securities.
S-9
SELECTED FINANCIAL INFORMATION
In the table below, we provide you with our summary historical financial
data. We have prepared this information using the consolidated financial
statements of ING Groep N.V. for the five years ended December 31, 2001. The
financial statements for the five fiscal years ended December 31, 2001 have been
audited by Ernst & Young Accountants, independent auditors, except for the
financial statements of ING Bank N.V., a direct wholly-owned subsidiary, which
were audited by KPMG Accountants N.V. and whose report, only insofar as it
relates to the 2001, 2000 and 1999 consolidated financial statements, is based
in part upon the report of Ernst & Young Reviseurs d'Enterprises S.C.C.,
independent auditors.
The income statement data for the six months ended June 30, 2002 and June
30, 2001, respectively, and the balance sheet data as of June 30, 2002 and June
30, 2001, respectively, have been derived from our unaudited consolidated
financial statements, which, in our opinion, reflect all adjustments (consisting
only of normal recurring adjustments) necessary for a fair presentation.
The consolidated financial statements are prepared in accordance with Dutch
GAAP, which differ in certain significant respects from U.S. GAAP. You can find
a description of the significant differences between Dutch GAAP and U.S. GAAP
and a reconciliation of certain income statement and balance sheet items to U.S.
GAAP in note 6 of the notes to the consolidated financial statements, which are
incorporated by reference from our Annual Report on Form 20-F for the year ended
December 31, 2001, which we refer to herein as our Annual Report, and in note 3
of the notes to the unaudited consolidated financial statements, which are
incorporated by reference from our Form 6-K filed on October 24, 2002 with
respect to the six months ended June 30, 2002.
When you read this summary historical financial data, it is important that
you read along with it the historical financial statements and related notes in
our annual reports on Form 20-F filed with the SEC, as well as the section
titled "Operating and Financial Review and Prospects" included in such annual
reports and in our semi-annual reports furnished to the SEC on Form 6-K.
To provide more insight into our results, a distinction is made between
operational results and non-operational results. The non-operational results are
disclosed separately.
The following information should be read in conjunction with, and is
qualified by reference to, our consolidated financial statements, related notes,
and other financial information included elsewhere or incorporated by reference
herein.
S-10
SIX MONTHS ENDED JUNE 30, YEAR ENDED DECEMBER 31,
---------------------------- --------------------------------------------------------------
2002 2002 2001(12) 2001 2001(12) 2000(12)(9) 1999 1998(9) 1997
------- ------- -------- ------- -------- ----------- ------- ------- -------
USD(1) EUR EUR USD(1) EUR EUR EUR EUR EUR(7)
(IN MILLIONS, EXCEPT AMOUNTS PER SHARE AND RATIOS)
DUTCH GAAP CONSOLIDATED
INCOME STATEMENT DATA
Operational income from
insurance operations:
Gross premiums written:
Life....................... 23,620 23,428 21,528 44,922 44,557 25,019 18,902 16,863 10,810
Non-life................... 4,771 4,732 2,962 5,951 5,903 4,095 3,510 3,585 3,535
------- ------- ------- ------- ------- ------- ------- ------- -------
Total........................ 28,391 28,160 24,490 50,873 50,460 29,114 22,412 20,448 14,345
Investment income(3)(8)...... 5,334 5,291 4,874 10,421 10,336 8,067 6,760 6,003 4,916
Commission and other
income..................... 1,213 1,203 1,141 2,300 2,281 1,126 548 457 274
------- ------- ------- ------- ------- ------- ------- ------- -------
Total income from insurance
operations................. 34,938 34,654 30,505 63,594 63,077 38,307 29,720 26,908 19,535
Operational income from
banking operations:
Interest income............ 11,581 11,487 12,887 24,517 24,318 24,285 18,558 18,649 10,641
Interest expense........... 7,918 7,854 9,945 18,396 18,246 18,499 12,906 13,448 7,125
------- ------- ------- ------- ------- ------- ------- ------- -------
Net interest result.......... 3,663 3,633 2,942 6,121 6,072 5,786 5,652 5,201 3,516
Commission................... 1,398 1,387 1,438 2,788 2,765 3,630 2,856 2,323 1,645
Other income................. 855 848 1,337 2,293 2,274 1,886 1,368 891 1,145
------- ------- ------- ------- ------- ------- ------- ------- -------
Total income from banking
operations................. 5,916 5,868 5,717 11,202 11,111 11,302 9,876 8,415 6,306
TOTAL OPERATIONAL
INCOME(2).................. 40,846 40,514 36,212 74,771 74,163 49,568 39,584 35,307 25,823
======= ======= ======= ======= ======= ======= ======= ======= =======
Non-operational items........ 0 0 0 328 325 8,597 1,693 937 80
TOTAL INCOME................. 40,846 40,514 36,212 75,099 74,488 58,165 41,277 36,244 25,903
======= ======= ======= ======= ======= ======= ======= ======= =======
Operational expenses from
insurance operations:
Life....................... 27,964 27,736 25,491 53,835 53,397 30,882 23,584 21,030 14,230
Non-life................... 4,904 4,865 3,046 6,159 6,109 4,263 3,736 3,813 3,617
------- ------- ------- ------- ------- ------- ------- ------- -------
Total operational expenses
from insurance
operations................. 32,868 32,601 28,537 59,994 59,506 35,145 27,320 24,843 17,847
Total operational expenses
from banking
operations(4).............. 4,824 4,785 4,335 9,014 8,941 8,697 7,895 7,610 5,030
------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL OPERATIONAL
EXPENSES(2)................ 37,685 37,378 32,862 68,983 68,422 43,801 35,203 32,438 22,859
======= ======= ======= ======= ======= ======= ======= ======= =======
Non-operational items........ 0 0 0 395 302 45
TOTAL EXPENSES............... 37,685 37,378 32,862 68,983 68,422 44,196 35,203 32,740 22,904
======= ======= ======= ======= ======= ======= ======= ======= =======
S-11
SIX MONTHS ENDED JUNE 30, YEAR ENDED DECEMBER 31,
---------------------------- ---------------------------------------------------------------
2002 2002 2001(12) 2001 2001(12) 2000(12)(9) 1999 1998(9) 1997
------- ------- -------- -------- -------- ----------- ------- ------- -------
USD(1) EUR EUR USD(1) EUR EUR EUR EUR EUR(7)
(IN MILLIONS, EXCEPT AMOUNTS PER SHARE AND RATIOS)
Operational result before
taxation from insurance
operations:
Life....................... 1,748 1,734 1,618 3,017 2,993 2,723 2,062 1,725 1,237
Non-life................... 322 319 350 583 578 439 338 340 451
------- ------- ------- -------- ------- ------- ------- ------- -------
Total........................ 2,070 2,053 1,968 3,600 3,571 3,162 2,400 2,065 1,688
Operational result before
taxation from banking
operations................. 1,092 1,083 1,382 2,188 2,170 2,605 1,981 804 1,276
------- ------- ------- -------- ------- ------- ------- ------- -------
Operational result before
taxation and dividend on
own shares................. 3,162 3,136 3,350 5,788 5,741 5,767 4,381 2,869 2,964
Dividend on own shares....... 0 0 0 (44)
------- ------- ------- -------- ------- ------- ------- ------- -------
Operational result before
taxation................... 3,162 3,136 3,350 5,788 5,741 5,767 4,381 2,869 2,920
Taxation..................... 613 608 787 1,174 1,165 1,612 1,059 719 705
Third-party interests........ 175 174 160 327 324 147 93 47 35
------- ------- ------- -------- ------- ------- ------- ------- -------
Operational net profit....... 2,373 2,354 2,403 4,287 4,252 4,008 3,229 2,103 2,180
Non-operational items after
taxation................... 487 483 325 328 325 7,976 1,693 566 26
------- ------- ------- -------- ------- ------- ------- ------- -------
Net profit................... 2,860 2,837 2,728 4,615 4,577 11,984 4,922 2,669 2,206
------- ------- ------- -------- ------- ------- ------- ------- -------
Dividend on Preference shares
of ING Groep N.V. ......... 21 21 21 21 21 21
-------- ------- ------- ------- ------- -------
Net profit after deducting
dividend on Preference
shares of ING Groep N.V.... 4,593 4,556 11,963 4,901 2,648 2,185
Dividend on Ordinary
shares..................... 1,930 1,914 2,173 1,573 1,178 867
Addition to shareholders'
equity..................... 2,664 2,642 9,790 3,328 1,470 1,318
Operational net profit per
Ordinary share(5).......... 1.23 1.22 1.24 2.22 2.20 2.09 1.68 1.12 1.40
Net profit per Ordinary
share(5)................... 1.48 1.47 1.41 2.39 2.37 6.27 2.56 1.42 1.42
Net profit per Ordinary share
and Ordinary share
equivalent (fully
diluted)(5)................ 1.48 1.47 1.40 2.37 2.35 6.18 2.52 1.40 1.38
Dividend per Ordinary
share(5)................... 0.48 0.48 0.47 0.98 0.97 1.13 0.82 0.63 0.52
Interim Dividend............. 0.47 0.47 0.41 0.32 0.30 0.22
Final Dividend............... 0.50 0.50 0.72 0.50 0.33 0.30
Number of shares outstanding
(in millions)(5)........... 1,992.7 1,992.7 1,992.6 1,992.7 1,992.7 1,970.6 1,934.0 1,892.4 1,673.2
Dividend pay-out ratio(11)... 44.1% 44.1% 43.9% 44.4% 43.9% 36.9%
U.S. GAAP CONSOLIDATED INCOME
STATEMENT DATA
Total income (operational)... 49,390 48,988 42,039 34,022 27,852 23,680
Net profit................... 2,680 2,658 1,731 1,785 1,770 10,925 3,790 2,347 2,447
Net profit per Ordinary share
and Ordinary share
equivalent(5).............. 1.38 1.37 0.89 0.91 0.90 5.64 1.94 1.23 1.52
S-12
AS OF JUNE 30, AS OF DECEMBER 31,
------------------------------ --------------------------------------------------------------
2002 2002 2001(12) 2001 2001(12) 2000(12)(9) 1999 1998(9) 1997
-------- -------- -------- ------- -------- ----------- ------- ------- -------
USD(1) EUR EUR USD(1) EUR EUR EUR EUR EUR(7)
(IN BILLIONS, EXCEPT AMOUNTS PER SHARE AND RATIOS)
DUTCH GAAP CONSOLIDATED
BALANCE SHEET DATA
Total assets................ 731.7 725.6 711.6 710.9 705.1 650.2 492.8 394.9 281.5
Investments:
Insurance................. 223.9 222.1 238.6 243.0 241.0 219.2 137.5 109.7 94.8
Banking................... 83.2 82.5 68.0 70.8 70.2 59.1 59.5 41.2 17.8
Eliminations(6)........... 2.4 2.4 2.8 (3.8) (3.8) (1.1) (1.2) (1.1) (1.7)
-------- -------- -------- ------- ------- ------- ------- ------- -------
Total investments........... 304.7 302.2 303.8 309.9 307.4 277.2 195.8 149.8 110.9
Lending..................... 278.9 276.6 271.2 256.3 254.2 246.8 201.8 153.7 113.8
Insurance provisions:
Life...................... 190.6 189.1 202.7 206.3 204.6 193.3 101.0 79.4 70.2
Non-life.................. 10.3 10.2 8.4 9.5 9.4 6.9 6.5 5.2 5.3
-------- -------- -------- ------- ------- ------- ------- ------- -------
Total..................... 200.9 199.3 211.1 215.8 214.0 200.2 107.5 84.6 75.5
Funds entrusted to and debt
securities of the banking
operations:
Savings accounts of the
banking operations........ 99.3 98.5 60.6 70.2 69.6 52.4 47.0 42.5 30.1
Other deposits and bank
funds..................... 134.3 133.2 135.9 133.5 132.4 134.1 111.9 86.6 57.0
Debt securities of the
banking operations........ 77.7 77.1 72.1 75.0 74.4 66.3 65.9 35.7 22.7
-------- -------- -------- ------- ------- ------- ------- ------- -------
Total....................... 311.3 308.8 268.6 278.7 276.4 252.8 224.8 164.8 109.8
Due to banks................ 109.3 108.4 113.7 108.7 107.8 94.7 75.3 76.0 43.0
Capital Stock (in millions
of shares)(10)............ 2,079.8 2,079.8 2,079.8 2,079.8 2,079.8 2,057.7 2,021.1 1,979.5 1,760.3
Shareholders' equity........ 20.4 20.2 24.5 21.7 21.5 25.3 34.6 29.1 21.9
Shareholders' equity per
Ordinary share(5)......... 10.41 10.33 12.57 11.1 11.03 13.04 17.90 15.21 13.30
Shareholders' equity per
Ordinary share and
Ordinary share
equivalent(5)............. 10.39 10.31 12.50 11.0 10.92 12.86 17.65 14.93 12.94
U.S. GAAP CONSOLIDATED
BALANCE SHEET DATA
Total assets................ 758.5 752.3 693.4 509.7 417.4 295.3
Shareholders' equity........ 38.5 38.1 40.8 39.1 38.8 41.6 40.4 37.2 26.5
Shareholders' equity per
Ordinary share and
Ordinary share
equivalent(5)............. 20.0 19.83 21.27 20.64 19.15 15.65
---------------
(1) Euro amounts have been translated into U.S. dollars at the exchange rate of
$1.0082 to EUR 1.00, the noon buying rate in New York City on November 15,
2002 for cable transfers in euros as certified for customs purposes by the
Federal Reserve Bank of New York.
(2) After elimination of certain intercompany transactions between the
insurance operations and the banking operations. See note 1.1 of the notes
to the consolidated financial statements included in our Annual Report
incorporated by reference herein.
(3) As of 2001, "Insurance operations -- General" is no longer reported
separately. The items previously accounted for under this heading are now
included in either the life result or the non-life result. The years prior
to 2001 are restated accordingly. See note 1.2 of the notes to the
consolidated financial statements included in our Annual Report
incorporated by reference herein.
S-13
(4) Includes all non-interest expenses, including additions to the provision
for loan losses. See "Item 5. Operating and financial review and
prospects -- Liquidity and capital resources" included in our Annual Report
incorporated by reference herein.
(5) Net profit per share amounts have been calculated based on the weighted
average number of Ordinary shares and shareholders' equity per share
amounts have been calculated based on the number of Ordinary shares
outstanding at the end of the respective periods. For purposes of this
calculation, for the years 2001, 2000, 1999, 1998 and 1997 and the six
months periods ended June 30, 2001 and June 30, 2002, ING Groep N.V. shares
held by Group companies were deducted from the applicable number of
outstanding Ordinary shares. All amounts and numbers are presented after
giving effect to all stock dividends and retroactive application of the
Company's 2-for-1 stock split, which became effective July 2, 2001. See
note 5.2.3 of the notes to the consolidated financial statements included
in our Annual Report incorporated by reference herein.
(6) Consisting of investments in banking operations held by Group insurance
companies, investments in insurance operations held by Group banking
companies, and ING Groep N.V. shares held by Group insurance companies.
(7) With effect from the 1998 financial year, various changes have been made to
the principles of valuation and determination of results. From an
international perspective, these changes have resulted in a more
appropriate presentation of the financial position and performance of the
Group. The financial statements, including the comparative information for
1997, are presented as if the new accounting principles had always been in
use. The cumulative effect of the changes to the principles is recognized
in Shareholders' equity.
(8) As of 2001, investment income for risk of policyholders has been netted
with the related underwriting expenditure. This results in a presentation
of investment income of the insurance operations for own risk, which is in
line with international practice. The comparative figures have been
adjusted accordingly.
(9) Discontinued businesses: in 1998, The Netherlands Insurance Companies in
the United States (net profit EUR 19 million), in 2000, Tiel Utrecht Group
in The Netherlands (net profit EUR 63 million).
(10) Reflects 2-for-1 stock split effected July 2, 2001.
(11) The dividend pay-out ratio is based on operational net profit.
(12) In 2001, acquisitions influenced the figures compared to earlier years. See
note 1.3 of the notes to the consolidated financial statements included in
our Annual Report incorporated by reference herein.
WHERE YOU CAN FIND MORE INFORMATION
We file annual reports on Form 20-F and other reports and information on
Form 6-K with the Securities and Exchange Commission, or the SEC. You may also
read and copy any document we file at the SEC's Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for more information about the operation of the Public Reference
Room. You may also inspect our SEC reports and other information at the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005 or on our
website at http://www.ing.com.
We have filed a registration statement on Form F-3 under the Securities Act
of 1933, as amended, with the SEC covering the ING Perpetual Debt Securities.
For further information on the ING Perpetual Debt Securities, you should review
our registration statement and its exhibits.
S-14
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to "incorporate by reference" the information we file
with them, which means:
- incorporated documents are considered part of this prospectus supplement;
- we can disclose important information to you by referring you to those
documents; and
- information that we file with the SEC will automatically be considered to
update and supersede this prospectus supplement.
We incorporate by reference the documents listed below, which we filed with
the SEC under the Securities Exchange Act of 1934, as amended:
- Annual Report on Form 20-F for the year ended December 31, 2001, filed on
July 1, 2002; and
- Current Reports on Form 6-K filed on November 27, 2002, November 22,
2002, October 24, 2002, September 10, 2002, August 29, 2002, August 22,
2002, August 1, 2002, July 16, 2002, July 12, 2002 and July 8, 2002.
We also incorporate by reference any future filings made by us with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all of the ING Perpetual Debt Securities covered by this
prospectus supplement.
Except as otherwise noted, we present the financial statement amounts in
this prospectus supplement and the accompanying prospectus and in our Annual
Report in accordance with generally accepted accounting principles in The
Netherlands ("Dutch GAAP"), which differ in certain significant respects from
generally accepted accounting principles in the United States. Please refer to
note 6 of the notes to the consolidated financial statements that are contained
in the Annual Report and note 3 of the notes to the unaudited consolidated
financial statements that are contained in the report on Form 6-K filed on
October 24, 2002 with respect to the six months ended June 30, 2002 that we
incorporate by reference into this prospectus supplement and the accompanying
prospectus for a description of the significant differences between Dutch GAAP
and U.S. GAAP and a reconciliation of certain income statement and balance sheet
items to U.S. GAAP.
The financial information as of September 30, 2002 included in the report
on Form 6-K filed on November 22, 2002, as referred to above, is presented in
accordance with Dutch GAAP. There are no significant differences between Dutch
GAAP and U.S. GAAP as of September 30, 2002 that are not discussed in note 3 of
the notes to the unaudited consolidated financial statements that are contained
in the report on Form 6-K filed on October 24, 2002 with respect to the six
months ended June 30, 2002 or in note 6 of the notes to the consolidated
financial statements that are contained in the Annual Report. Note 3 of the
notes to the unaudited consolidated financial statements that are contained in
the report on Form 6-K filed on October 24, 2002 also includes information on
newly issued accounting standards.
We have derived the annual and year-end financial data in this prospectus
supplement and the accompanying prospectus from audited financial statements of
the Group. Our "Operational result" excludes non-operational items. You can find
an explanation and a breakdown of non-operational items in our Annual Report.
You may request, orally or in writing, a copy of any filings referred to
above, at no cost, by contacting us at the following address: ING Group N.V.,
Attention: Investor Relations, Amstelveenseweg 500, 1081 KL Amsterdam, P.O. Box
810, 1000 AV Amsterdam, The Netherlands, telephone: 011-31-20-541-54-11.
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have
not authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should
S-15
not rely on it. We are not making an offer to sell the ING Perpetual Debt
Securities in any jurisdiction where the offer or sale is prohibited. You should
assume that the information appearing in this prospectus supplement and the
accompanying prospectus, as well as information we previously filed with the
Securities and Exchange Commission and incorporated by reference, is accurate as
of the date on the front cover of this prospectus supplement only. Our business,
financial condition, results of operations and prospects may have changed since
that date. We have taken all reasonable care to ensure that the statements we
made in this prospectus supplement and the accompanying prospectus are true and
accurate in all material respects and that we have not omitted any material
facts that make any of the statements we made in this prospectus supplement and
the accompanying prospectus misleading.
S-16
CAPITALIZATION AND INDEBTEDNESS
The following table sets forth the Group's capitalization in accordance
with Dutch GAAP on September 30, 2002, both actual and as adjusted to give
effect to this offering.
AT SEPTEMBER 30, 2002 AS ADJUSTED(5)
--------------------- -----------------
EUR USD(1) EUR USD(1)
--------- --------- ------- -------
(IN MILLIONS)
Short-term debt(2).............................. 394,018 397,249
======= =======
Long-term debt(2)............................... 89,771 90,507
Subordinated loans.............................. 1,413 1,425
Minority interests.............................. 1,720 1,734
Preference shares of Group companies............ 2,287 2,306
Shareholders' equity
Preference shares (nominal value EUR 1.20;
authorized 300,000,000; issued
87,080,450)(3)(4).......................... 104 105
Ordinary shares (nominal value EUR 0.24;
authorized 3,000,000,000; issued
1,992,671,945)(4).......................... 479 483
Other surplus reserves........................ 15,911 16,041
Total shareholders' equity.................... 16,494 16,629
Total capitalization....................... 111,685 112,601
---------------
(1) For your convenience, we have translated euro amounts into U.S. dollars at
the Noon Buying Rate on November 15, 2002, of $1.0082 to EUR 1.00.
(2) Short-term debt and long-term debt include savings accounts, time deposits
and other customer credit balances, certificates of deposit, debentures and
other non-subordinated debt securities, securities sold subject to
repurchase agreements, non-subordinated interbank debt and other borrowings.
(3) We have also authorized 900,000,000 Cumulative Preference Shares (nominal
value EUR 1.20), of which there were none outstanding as of September 30,
2002.
(4) As of July 2, 2001, the nominal value of the Preference Shares, Cumulative
Preference Shares and the Ordinary Shares was changed to EUR 1.20, EUR 1.20
and EUR 0.24, respectively.
(5) Assuming no exercise of the underwriters' over-allotment option.
We recently completed a sale of 36 million of our Ordinary Shares, which
had been held by us as treasury stock. See "ING Groep N.V. -- Recent
Developments -- Sale of 36 Million of Our Ordinary Shares."
Except as disclosed herein, since September 30, 2002, there has not been a
material adverse change in the share capital and indebtedness of the Group.
USE OF PROCEEDS
The net proceeds to ING Groep N.V. from the sale of the ING Perpetual Debt
Securities offered pursuant to this prospectus supplement are expected to be
approximately $ (approximately $ if the underwriters' over-allotment
option is exercised in full). We will use the net proceeds of the issue and sale
of the ING Perpetual Debt Securities for general corporate purposes and to
further strengthen our capital base.
S-17
ING GROEP N.V.
GENERAL
We are a global financial institution of Dutch origin and are active in the
fields of banking, insurance and asset management in 65 countries with more than
110,000 employees. We provide a full range of integrated financial services to
private, corporate and institutional clients through a variety of distribution
channels, giving our clients the freedom to choose the option that best suits
their individual needs.
The Group consists of a broad spectrum of prominent companies working
closely with our customers. Our strategy is to achieve stable growth while
maintaining healthy profitability. Our financial strength, the broad range of
our products and services, the wide diversity of our profit sources and the
diversification of risks form the basis of our continuity and growth potential.
We market our products and services under a variety of well-recognized and
strong brand names, including Nationale-Nederlanden, ING Bank and Postbank in
The Netherlands, Bank Brussels Lambert in Belgium, BHF-BANK in Germany and ING
Direct worldwide. Increasingly, our subsidiaries, particularly outside Belgium,
The Netherlands and Luxembourg, which we refer to as the Benelux countries, are
choosing to include the letters "ING" and the orange lion in their name logo.
Virtually all ING companies in North America have adjusted their name and logo
during the past two years.
Our home market is the Benelux countries, where we are the market leader in
integrated financial services. We also have considerable market positions in the
rest of Europe, North America, South America, Asia and Australia. In The
Netherlands, we are currently the largest life and pension insurer (with a 22%
market share) and the second largest non-life insurer (with an 11% market
share). We are currently the second biggest bank in The Netherlands, with a 25%
market share based on total assets and a 26% market share based on total
deposits. Through our banking and insurance operations, we have a financial
relationship with approximately 75% of households in The Netherlands. We are
also one of the largest banks and largest insurers in Belgium with a 15% and 6%
market share, respectively.
The following table sets forth the Group's operational income by
geographical area for the years indicated:
YEAR ENDED DECEMBER 31,
------------------------
2001 2000 1999
------ ------ ------
(EUR MILLIONS)
The Netherlands............................................ 16,971 16,600 14,891
Belgium.................................................... 4,136 3,567 3,203
Rest of Europe............................................. 5,129 4,572 3,646
North America.............................................. 38,475 19,434 12,700
South America.............................................. 1,734 600 561
Asia....................................................... 5,840 2,602 1,747
Australia.................................................. 2,234 2,450 2,869
Other...................................................... 294 171 153
------ ------ ------
74,813 49,996 39,770
Revenue between geographic areas........................... (650) (428) (186)
------ ------ ------
Total income............................................... 74,163 49,568 39,584
------ ------ ------
INSURANCE OPERATIONS
We offer a comprehensive range of life and non-life insurance products in
The Netherlands, Belgium, the United States, Canada and Australia. ING Insurance
also primarily offers a range of life insurance products through start-up
operations, which we refer to as our greenfield operations, in Europe, including
a number of Central and Eastern European countries, Asia and Latin America. Life
insurance products
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include retirement products and life products for individuals and groups. In the
Group's mature markets, ING offers a broad range of those products with an
increasing emphasis on savings products. In ING's insurance greenfield
operations, the product range is generally more limited with an orientation
towards individual life coverages. All of these products are tailored to the
local markets. In the non-life sector, the Group's insurance products
principally include fire, automobile, accident and health, as well as workmen's
compensation, transport and aviation and third-party liability.
BANKING OPERATIONS
Our banking operations include the commercial banking operations that the
Group conducts in The Netherlands through the branch network of ING Bank
Nederland and through the direct marketing channel that Postbank utilizes,
commercial banking operations in Belgium and internationally that the Group
conducts through BBL, and international corporate and investment banking
operations.
Our domestic banking operations provide a wide array of banking products
and services to individual and corporate customers in The Netherlands.
Individual products and services include consumer loans, mortgage loans, funds
transfer, electronic banking, personal financial services, credit and debit
cards and savings and other deposit accounts. Corporate products and services
include corporate loans, cash management, funds transfer and payment systems,
foreign exchange and leasing.
Our international corporate banking activities specialize in emerging
market activities and provide a full range of corporate banking products and
services. ING Barings principally conducts investment banking activities, with
its activities including, among others, equity research, underwriting, advisory
services (principally for cross-border mergers and acquisitions) and trading and
sales of emerging market debt and other financial products.
We also conduct retail banking operations in Australia, Belgium, Canada,
Greece, Hungary, Italy and Poland, with the most significant of these operations
in Australia, Poland and Belgium. Our acquisitions of retail banks in Poland
(1994), Belgium (1998) and Germany (1999) are part of our strategy to provide
integrated financial services in these markets and utilize banc-assurance for
distribution of insurance products.
ASSET MANAGEMENT
The main business units are ING Investment Management, Baring Asset
Management, ING Baring Private Bank, ING Furman Selz Asset Management, Parcom
Ventures, Baring Private Equity Partners, ING Trust and ING Real Estate.
ING Asset Management provides investment management and account management
for institutional investors, international banking services for high net-worth
individuals, ING's real estate and equity investment activities, the management
of ING's own label and third-party investment funds, and asset management on
behalf of the ING insurance companies.
RECENT DEVELOPMENTS
FURTHER RESTRUCTURING OF INTERNATIONAL WHOLESALE BANKING
We are continuing the restructuring of our international wholesale banking
operations in order to restore their profitability. In connection with this
restructuring, we plan to reduce the workforce by an additional 1,000 full-time
equivalents. The additional restructuring measures will focus on underperforming
branches and businesses. In addition, we plan to improve the efficiency of back
office and information technology operations by reducing the number of booking
and administrative centers. To cover the expenses of these measures, a
restructuring provision of EUR 128 million has been charged to the operational
profit and loss account in the third quarter of 2002.
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U.S. INSURANCE OPERATIONS
The reorganization of our U.S. insurance operations, which was announced at
the end of 2001, remains on schedule. During the first nine months of 2002,
1,895 employees were notified of their release dates, of which 1,374 were
released during the first nine months of 2002. Through September 30, 2002, this
reorganization resulted in gross cost savings of EUR 94 million. The total U.S.
workforce decreased by 14.6% from 11,325 employees as of September 30, 2001 to
9,669 employees as of September 30, 2002.
STRONG GROWTH AT ING DIRECT
As of September 30, 2002, the client base of ING Direct had grown by 77% to
4.6 million clients (compared to 2.6 million at year-end 2001), and the funds
entrusted more than doubled, increasing to EUR 51.3 billion from EUR 24.0
billion at year-end of 2001. The operational result before taxation improved to
a loss of EUR 80 million, as compared to a loss of EUR 151 million for the nine
months ended September 30, 2001.
CONTINUED GROWTH OF DEVELOPING MARKETS INSURANCE ACTIVITIES
For the nine months ended September 30, 2002, premium income of the
insurance operations in developing markets increased by 51.8% to EUR 5.9 billion
compared to the same period last year. Excluding the consolidation of ING
Comercial America in Mexico and the divestment of Aetna Argentina, premium
growth was 10.3% for the nine months ended September 30, 2002. The pre-tax
operational result of developing markets insurance improved by 50.3% to EUR 532
million for the nine months ended September 30, 2002, compared to the same
period last year, which constituted 17% of the total operational result of our
insurance operations for the September 30, 2002 period.
CUSTODY ALLIANCE WITH THE BANK OF NEW YORK
We and The Bank of New York have entered into an agreement to create a
European commercial alliance for sales, marketing and servicing of global
custody and related services to institutional clients in Germany, the Benelux
and Central and Eastern Europe. The new partnership will provide global custody
services to the approximately EUR 90 billion of global assets of ING Investment
Management's Benelux operations. ING Bank will provide sub-custody services to
The Bank of New York in The Netherlands, Germany and potentially from Central
and Eastern Europe. In addition, we have agreed to outsource ING's international
cash equities clearing and settlement operations in London, New York, Hong Kong
and Singapore to The Bank of New York.
INCREASED HOLDINGS IN VYSYA BANK
On September 9, 2002, we purchased an additional 24% interest in Vysya Bank
Ltd. in India for approximately EUR 73 million, increasing our holdings to 44%.
Our total holdings constitute one of the largest direct foreign investments by
an international financial institution in an Indian bank to date.
PENSION FUND LAUNCH IN RUSSIA
Recently, we launched the Non-State Pension Fund ING in Russia. The fund,
the first of its kind in Russia and modeled after similar ING funds in western
markets, will focus on providing tailor-made pension solutions for employees of
international and local companies. The Non-State Pension Fund ING will offer
defined contribution schemes to corporate clients with individual employee
pension accounts. This will be offered through dedicated ING pension
consultants, ING Bank and third party international brokers.
ING REAL ESTATE DEVELOPMENTS IN SPAIN AND THE UNITED STATES
ING Real Estate recently increased its 30% stake in Spanish real estate
company Promodeico to full ownership by acquiring the remaining 70%. Promodeico
will be combined with ING Real Estate Iberica Development and Viena Inmuebles.
As of January 2003, the combined company will operate under the name ING Real
Estate Development and will develop shopping centers, residential units and
industrial real estate.
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In the U.S., ING Real Estate's subsidiary Clarion has entered into an
agreement to acquire the Crow Holdings Industrial Trust, a private Real Estate
Investment Trust which invests in industrial real estate throughout the United
States.
PARTICIPATION IN A STRUCTURED LIQUIDITY FACILITY WITH MONT BLANC
ING Bank N.V., through its Dublin Branch, is party to a structured
liquidity facility with Mont Blanc Capital Corp., a non-consolidated special
purpose funding vehicle which has issued commercial paper to third-party
investors. The facility provides, among other things, that Mont Blanc Capital
Corp., acting through ING Capital Markets as its agent, may require ING Bank
N.V. to purchase from Mont Blanc Capital Corp. $510 million of notes issued by a
finance subsidiary of National Century Financial Enterprises, Inc. ("NCFE"). The
subsidiary commenced bankruptcy proceedings in November 2002. It is currently
unclear when or to what extent ING Bank N.V. might be required to purchase such
NCFE subsidiary notes from Mont Blanc Capital Corp., and the value, if any, such
notes would have upon any purchase.
CHANGES IN THE DIVIDEND POLICY
We will propose to the Annual General Meeting of Shareholders in April 2003
to introduce an optional cash/stock dividend beginning with the last dividend in
2002. We intend to fully fund the cash element by selling stock in the market.
We expect that this dividend policy change will enable us to further strengthen
our solvency, help protect us from swings in asset values and support organic
growth.
SALE OF 36 MILLION OF OUR ORDINARY SHARES
We have completed a sale of 36 million of our Ordinary Shares, which had
been held by us as treasury stock. The sale follows a policy change with respect
to the hedge of future obligations arising from the ING employee stock option
plan, which has resulted in a reduction of the number of our Ordinary Shares
held as part of our portfolio. The 36 million shares were sold at EUR 18.14 per
share in cash, generating approximately EUR 650 million in proceeds, which will
be added to shareholders' equity.
RESULTS FOR THE FIRST NINE MONTHS OF 2002
On November 21, 2002, we announced our third-quarter results. Compared with
the first nine months of 2001, our operational result before taxation decreased
by 2.1% to EUR 4,489 million in the first nine months of 2002 from EUR 4,584
million for the first nine months of 2001. The operational result before
taxation of our insurance operations for the first nine months of 2002 rose by
11.7% to EUR 3,132 million from EUR 2,804 million for the first nine months of
2001. The operational result before taxation of our banking operations for the
first nine months of 2002 decreased by 23.8% to EUR 1,357 million from EUR 1,780
million for the first nine months of 2001. This decrease was due, among other
factors, to substantially higher risk costs as a consequence of the
deterioration in global market circumstances.
In the first nine months of 2002, operational net profit increased by 0.7%
to EUR 3,238 million, or EUR 1.72 per share, from EUR 3,304 million, or EUR 1.71
per share, for the first nine months of 2001. This result was positively
influenced by a decrease in the tax rate from 22.8% to 20.4% due to a change in
tax legislation in Australia, the release of a tax provision, a sale of our
holdings in Clearstream Banking, S.A. and the establishment of our joint venture
with ANZ.
Operational net profit for our insurance operations increased by 17.1% to
EUR 2,478 million in the first nine months of 2002, mainly due to a stronger
performance in The Netherlands and the rest of Europe and the profit on the sale
of the life and mutual fund operations in Australia to ANZ in the amount of EUR
225 million.
Operational net profit from banking operations decreased by 28.5% to EUR
850 million in the first nine months of 2002. These results reflected an
increase in loan loss provisions due to the economic downturn and a
restructuring provision of EUR 128 million with respect to international
wholesale banking operations.
S-21
Compared with the end of 2001, total assets rose by 2.3% to EUR 721.6
billion as of September 30, 2002.
Shareholders' equity decreased by EUR 5.0 billion to EUR 16.5 billion (a
decline of 23.3%) as of September 30, 2002 as a net result of a negative
revaluation (a decrease of EUR 4.9 billion) of our equity and real estate
portfolio, the write-off of goodwill (a decrease of EUR 1.1 billion), exchange
rate fluctuations (a decrease of EUR 0.9 billion), the payment of the final
dividend in 2001 and interim dividend in 2002 (a decrease of EUR 2.0 billion)
and the addition of net profit in the first nine months of 2002 (an increase of
EUR 3.6 billion).
Shareholders' equity per share decreased from EUR 11.03 at the end of 2001
to EUR 8.4 at the end of September 2002. Our operational return on equity
increased from 18.4% for the full year 2001 to 21.8% (on an annualized basis)
for the first nine months of 2002. The return on equity from our insurance
operations was 22.6% (compared to 16.9% in 2001). The risk-adjusted return on
capital of our banking operations was 14.5% for the first nine months of 2002
(compared to 13.5% for the full year 2001).
Total assets under management decreased by 11.0% to EUR 456.7 billion, as
compared to year-end 2001. The net inflow amounted to EUR 7.3 billion, and the
joint venture with ANZ contributed EUR 4.3 billion. The negative impact of the
ongoing decrease in asset values and exchange rate fluctuations was EUR 68
billion.
The net profit per ordinary share for the first nine months of 2002 was EUR
1.72, an increase of 0.6% compared with the net profit per ordinary share for
the first nine months of 2001 (EUR 1.71).
S-22
DESCRIPTION OF THE ING PERPETUAL DEBT SECURITIES
The following description is only a summary and does not describe every
aspect of the ING Perpetual Debt Securities or the Indenture. Therefore, it may
not contain all of the information that is important to you as a potential
purchaser of the ING Perpetual Debt Securities. If you purchase the ING
Perpetual Debt Securities, your rights will be determined by the ING Perpetual
Debt Securities, the Indenture and the Trust Indenture Act of 1939. In light of
this, you should read the Indenture and the form of the ING Perpetual Debt
Securities filed with the Securities and Exchange Commission before making an
investment decision. You can read the Indenture and the form of ING Perpetual
Debt Securities at the locations listed under "Where You Can Find More
Information" in the accompanying prospectus.
GENERAL
The following summary description of the material terms and provisions of
the ING Perpetual Debt Securities supplements the description of certain terms
and provisions of the debt securities of any series set forth in the
accompanying prospectus under the heading "Description of Debt Securities We May
Offer." Reference is hereby made to such description for additional information
relating to the ING Perpetual Debt Securities. Together with the terms of the
debt securities contained in the accompanying prospectus, the terms described
herein constitute a description of the material terms of the ING Perpetual Debt
Securities. In cases of inconsistency between the terms described herein and the
relevant terms of the prospectus, the terms presented herein will apply and
replace those described in the accompanying prospectus.
The ING Perpetual Debt Securities will be issued under our subordinated
debt indenture, dated as of July 18, 2002, between us and The Bank of New York,
as trustee, which we refer to as the Subordinated Indenture, and a second
supplemental indenture, dated as of , 2002, between us and The Bank of
New York, as trustee, which we refer to as the Supplemental Indenture. We refer
to the Subordinated Indenture and the Supplemental Indenture collectively as the
Indenture. The ING Perpetual Debt Securities will be treated as a separate
series of our subordinated debt securities. We will file a copy of the
Supplemental Indenture relating to the ING Perpetual Debt Securities and the
form of the ING Perpetual Debt Securities with the SEC. In accordance with the
terms of the Subordinated Indenture, we are permitted to issue additional ING
Perpetual Debt Securities that would be considered part of the same series of
ING Perpetual Debt Securities we are offering pursuant to this prospectus
supplement. None of the defeasance provisions contained in Section 1302 of the
Subordinated Indenture will apply to the ING Perpetual Debt Securities and will
not be considered part of the Indenture with respect to the ING Perpetual Debt
Securities.
FORM AND DENOMINATION
We will issue the ING Perpetual Debt Securities only in fully registered
form, without coupons, in the form of beneficial interests in one or more global
securities. The ING Perpetual Debt Securities will be issued in denominations of
US$25 and integral multiples thereof. We will issue the ING Perpetual Debt
Securities as global securities registered in the name of Cede & Co., as nominee
for DTC. Please read "-- Book-entry System; Delivery and Form" for more
information about the form of the ING Perpetual Debt Securities and their
clearance and settlement.
INTEREST
Subject to our right to defer interest payments as described under
"-- Deferral of Interest Payments," interest on the ING Perpetual Debt
Securities will be payable quarterly in arrears in equal payments for any full
Interest Period on , , and of each year,
at a fixed rate per annum on their outstanding principal amount equal to %,
commencing on , 2003 (calculated on a 30/360 day basis). We refer to
such rate as the Interest Rate and each such date as an interest payment date.
If any interest payment date is not a business day, interest will be payable on
the next business day (without any interest or other payment in respect of the
delay). The regular record dates for each interest payment date shall be
, , and , respectively.
S-23
Each of the periods, commencing on (and including) the issue date and
ending on (but excluding) the first interest payment date, and each successive
period commencing on (and including) an interest payment date and ending on (but
excluding) the next succeeding interest payment date is referred to herein as an
Interest Period.
PAYMENTS
METHOD OF PAYMENT
Payments of any amounts in respect of any ING Perpetual Debt Securities
represented by global securities will be made by the trustee to DTC. Any such
payments of interest and certain other payments on or in respect of the ING
Perpetual Debt Securities will be in U.S. dollars and will be calculated by the
trustee or such other agent as we may appoint.
Except in a bankruptcy, all payments on the ING Perpetual Debt Securities
will be conditional upon our being solvent at the time of payment, and we will
not make any payment unless we will be solvent immediately afterwards. We refer
to this condition as the Required Deferral Condition. For this purpose, we are
solvent if we meet the following "solvency conditions":
- we are able to make payments on our Senior Debt as they become due, and
- our assets exceed the sum of our liabilities (excluding liabilities not
considered Senior Debt).
PAYMENTS SUBJECT TO FISCAL LAWS
All payments made in respect of the ING Perpetual Debt Securities will be
subject, in all cases, to any fiscal or other laws and regulations applicable
thereto in the place of payment, but will not affect our obligation to pay
Additional Amounts.
DEFERRAL OF INTEREST PAYMENTS
Interest payments and any other payments with respect to the ING Perpetual
Debt Securities will be subject to deferral in the following circumstances.
REQUIRED DEFERRAL OF PAYMENTS
Except in the case of a Mandatory Payment Event or a Mandatory Partial
Payment Event, if the Required Deferral Condition is met on the 20th business
day preceding the date on which any payment would, in the absence of deferral,
be due and payable, we must defer any such payment. In such case, we will
deliver a notice to the trustee, the holders and the Calculation Agent, not less
than 16 Business Days prior to such date. We refer to such notice as a Deferral
Notice.
Except in the case of a Mandatory Payment Event or a Mandatory Partial
Payment Event, if, after we defer a payment as a result of the Required Deferral
Condition being met, the Required Deferral Condition is no longer met on the
20th business day preceding any subsequent interest payment date, then we will
satisfy such payment on the relevant Deferred Interest Satisfaction Date by
giving notice, not less than 16 business days prior to the Deferred Interest
Satisfaction Date, to the trustee, the holders and the Calculation Agent that we
will satisfy such payment on such date.
We will not satisfy such payment on the relevant Deferred Interest
Satisfaction Date referred to above, if:
- we have previously elected to satisfy such payment earlier (provided
that, at the time of satisfying such payment, the Required Deferral
Condition fails to be met) by delivering a notice to the trustee, the
holders and the Calculation Agent not less than 16 business days prior to
the relevant Deferred Interest Satisfaction Date that we will satisfy
such payment on such date; or
- we validly elect to use our right to optionally defer any such payment
which would otherwise have been required to be paid on such Deferred
Interest Satisfaction Date.
S-24
Any payment that we defer due to the Required Deferral Condition will not
accrue interest, except under the circumstances we describe below under
"-- Alternative Interest Satisfaction Mechanism." Unless we obtain permission
from our relevant regulator, we are permitted to satisfy our obligation to pay
the Deferred Interest Payment only in accordance with the Alternative Interest
Satisfaction Mechanism. See "-- Alternative Interest Satisfaction Mechanism"
below.
OPTIONAL DEFERRAL OF PAYMENTS
We may defer all or part of any payment that is due and payable by giving a
Deferral Notice to the trustee, the Calculation Agent and the holders not less
than 16 business days prior to the relevant due date. We refer to this right to
defer as an Elective Deferral Interest Payment. Except in the case of a
Mandatory Payment Event or a Mandatory Partial Payment Event, unless we obtain
the prior consent of the relevant regulator, we may satisfy any such payment at
any time, but only by using the Alternative Interest Satisfaction Mechanism.
When we use the Alternative Interest Satisfaction Mechanism, we will deliver a
notice to the trustee and the Calculation Agent, not less than 16 business days
prior to the relevant Deferred Interest Satisfaction Date, informing them of our
election to so satisfy such payment and specifying the relevant Deferred
Interest Satisfaction Date.
Elective Deferral Interest Payments will bear interest at a rate equal to
% from (and including) the date on which, but for such deferral, the
Deferred Interest Payment would otherwise have been due to be made to (but
excluding) the relevant Deferred Interest Satisfaction Date.
DIVIDEND STOPPER; MANDATORY INTEREST PAYMENT
We will give a Deferral Notice in the case of a Required Deferral Condition
and we may give a Deferral Notice, in our sole discretion and for any reason, in
the case of an Elective Deferral Interest Payment, except that a Deferral Notice
as to a payment required to be paid pursuant to a Mandatory Payment Event or
Mandatory Partial Payment Event will have no force or effect.
DIVIDEND STOPPER
We agree in the Indenture that, beginning on the day we give a Deferral
Notice until all Deferred Interest Payments are paid or satisfied in full, we
will not recommend to our shareholders, and to the fullest extent permitted by
applicable law, we will otherwise act to prevent a Mandatory Payment Event or a
Mandatory Partial Payment Event from occurring. A Mandatory Payment Event occurs
if:
- we declare, pay or distribute a dividend or make a payment (other than a
dividend in the form of Ordinary Shares) on any of our Junior Securities
or make a payment on a Junior Guarantee;
- any of our subsidiaries or any entity in which we have a direct or
indirect financial, commercial or contractual majority interest, which we
refer to as an Undertaking, declares, pays or distributes a dividend on
any security issued by it benefitting from a Junior Guarantee or makes a
payment (other than a dividend in the form of ordinary shares) on any
security issued by it benefitting from a Junior Guarantee;
- we or any of our subsidiaries or Undertakings redeems, purchases or
otherwise acquires for any consideration any of our Junior Securities,
Parity Securities or securities issued by any of our subsidiaries or
Undertakings benefitting from a Junior Guarantee or Parity Guarantee,
other than:
- by conversion into or in exchange for our Ordinary Shares;
- in connection with transactions effected by or for the account of our
customers or customers of any of our subsidiaries or in connection with
the distribution, trading or market-making activities in respect of
those securities;
- in connection with our satisfaction of our, or the satisfaction by any
of our subsidiaries of its, obligations under any of our employee
benefit plans or similar arrangements with or for the benefit of
employees, officers, directors or consultants of the Group;
S-25
- as a result of a reclassification of us or any of our subsidiaries or
the exchange or conversion of one class or series of capital stock for
another class or series of capital stock; or
- the purchase of fractional interests in shares of our capital stock or
the capital stock of any of our subsidiaries pursuant to the conversion
or exchange provisions of that capital stock (or the security being
converted or exchanged); or
- any moneys are paid to or made available for a sinking fund or for
redemption of any Junior Securities, Parity Securities or any securities
issued by any of our subsidiaries or Undertakings benefitting from a
Junior Guarantee or Parity Guarantee.
A Mandatory Partial Payment Event occurs if:
- we declare, pay or distribute a dividend or make a payment on any of our
Parity Securities or make any payment on any of our Parity Guarantees; or
- any of our subsidiaries or Undertakings declares, pays or distributes a
dividend on any security issued by it benefitting from a Parity Guarantee
or makes a payment on any security issued by it benefitting from a Parity
Guarantee.
MANDATORY INTEREST PAYMENT
If a Mandatory Payment Event occurs, then:
- all Deferred Interest Payments will become mandatorily due and payable in
full on the date of the Mandatory Payment Event, notwithstanding any
further Deferral Notice or an occurrence or continuance of the Required
Deferral Condition. Unless we obtain the prior consent of our relevant
regulator, we may only satisfy our obligations to pay such Deferred
Interest Payments in accordance with the Alternative Interest
Satisfaction Mechanism; and
- the interest payments payable on the next four consecutive interest
payment dates, the next two consecutive interest payment dates or the
next interest payment date, as the case may be, after the occurrence of
such Mandatory Payment Event, depending on whether the Junior Securities,
Parity Securities, or the security benefitting from the Junior Guarantee
or the Parity Guarantee pay dividends or income distributions on an
annual basis, a semiannual basis or a quarterly basis, as the case may
be, will be mandatorily due and payable in full on each such next
interest payment date, notwithstanding any Deferral Notice as to such
interest payments or the occurrence or continuance of any Required
Deferral Condition. We are permitted, but shall not be required, to
satisfy our obligation to make the interest payments payable on such
interest payment date, other than Deferred Interest Payments, in
accordance with the Alternative Interest Satisfaction Mechanism.
If a Mandatory Partial Payment Event occurs, then:
- all Deferred Interest Payments will become mandatorily due and payable in
full on the date of the Mandatory Partial Payment Event, notwithstanding
any further Deferral Notice or an occurrence or continuance of the
Required Deferral Condition. Unless we obtain the prior consent of our
relevant regulator, we may only satisfy our obligations to pay such
Deferred Interest Payments in accordance with the Alternative Interest
Satisfaction Mechanism; and
- Mandatory Partial Payments in respect of each ING Perpetual Debt Security
will be mandatorily due and payable on the next four consecutive interest
payment dates, the next two consecutive interest payment dates or the
next interest payment date, as the case may be, after the occurrence of
such Mandatory Partial Payment Event, depending on whether the Parity
Securities or the security benefitting from the Parity Guarantee pay
dividends or income distributions on an annual basis, a semiannual basis
or a quarterly basis, as the case may be, notwithstanding any Deferral
Notice or an occurrence of the Required Deferral Condition. We are
permitted, but shall not be required, to satisfy our obligation to pay
any Mandatory Partial Payments in accordance with the Alternative
Interest Satisfaction Mechanism.
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ALTERNATIVE INTEREST SATISFACTION MECHANISM
GENERAL
We are permitted to satisfy our obligation to pay you through the issuance
of our Ordinary Shares which, when sold, will provide a cash amount sufficient
for us to make payments due to you in respect of the relevant payment. We refer
to this procedure as the Alternative Interest Satisfaction Mechanism. Subject to
the absence of a Required Deferral Condition, we may elect to use the
Alternative Interest Satisfaction Mechanism in order to satisfy our obligation
to make any interest payment, including any Mandatory Interest Payment, by
giving not less than 16 business days' notice to the trustee.
Our obligation to pay in accordance with the Alternative Interest
Satisfaction Mechanism will be satisfied as follows:
- we will give at least 16 business days' notice of the relevant interest
payment date to the trustee, the Calculation Agent and holders of the ING
Perpetual Debt Securities;
- by the close of business on or before the seventh business day prior to
the relevant interest payment date or Deferred Interest Satisfaction
Date, we will have authorized for issuance such number of Ordinary Shares
as, in the determination of the Calculation Agent, have a market value
(after conversion from euros into U.S. dollars) of not less than 110% of
the relevant payment to be satisfied on such interest payment date (each
such Ordinary Share is a Payment Ordinary Share) plus the claims for the
costs and expenses to be borne by us in connection with using the
Alternative Interest Satisfaction Mechanism (including, without
limitation, the fees and expenses of the Calculation Agent);
- the Calculation Agent will procure purchasers for such Ordinary Shares as
soon thereafter as reasonably practicable, but not later than the fourth
business day prior to the relevant Interest Payment Date;
- we will sell such Ordinary Shares in the open market as instructed by the
Calculation Agent and collect any sales proceeds;
- we will immediately transfer the sales proceeds (or such amount of sales
proceeds as is necessary (after conversion from euros into U.S. dollars)
to make the relevant payment) to the trustee on the business day
preceding the payment date for payment by the trustee, on the payment
date, towards applicable Interest Payments to be satisfied;
- if, after the operation of the above procedures, there would, in the
opinion of the Calculation Agent, be a shortfall on the date on which the
relevant payment is due, we will issue further Ordinary Shares in
accordance with the provisions of the Indenture to ensure that a sum at
least equal to the relevant payment is available to make the payment in
full on the relevant due date. If, despite these provisions, such a
shortfall still exists on the relevant due date we may, in accordance
with the provisions of the Indenture, either pay an amount equal to such
shortfall as soon as practicable to the trustee or continue to issue
Ordinary Shares until the trustee has received funds equal to the full
amount of such shortfall; and
- if, pursuant to the Alternative Interest Satisfaction Mechanism, proceeds
are raised in excess of the amount required to pay the applicable
payments plus the claims for the fees, costs and expenses to be borne by
us in connection with using the Alternative Interest Satisfaction
Mechanism, we will retain such excess proceeds.
If we elect to make any payment in accordance with the Alternative Interest
Satisfaction Mechanism, the receipt of cash proceeds on the sale of our Ordinary
Shares issued to the trustee or its agent will satisfy the relevant payment or
the relevant part of such payment. The proceeds from the sale of Ordinary Shares
pursuant to the Alternative Interest Satisfaction Mechanism will be paid to you
by the trustee in respect of the relevant payment.
S-27
INSUFFICIENCY OF PAYMENT ORDINARY SHARES
If we are to satisfy a payment pursuant to the Alternative Interest
Satisfaction Mechanism and we do not, on the date when the number of Payment
Ordinary Shares required to be issued is determined, have a sufficient number of
Ordinary Shares available for issue, then we shall notify the trustee, the
Calculation Agent and the holders that all or part, as the case may be, of the
relevant payment cannot be satisfied due to not having a sufficient number of
authorized Ordinary Shares. In this case the payment or part thereof shall be
satisfied following the date of our next annual general meeting or extraordinary
general meeting of our shareholders at which a resolution is passed authorizing
a sufficient number of Ordinary Shares available to satisfy all or such part of
the relevant payment. If, however, the number of Ordinary Shares authorized to
be issued at any such meeting is insufficient to satisfy all or such part of the
relevant payment then those Ordinary Shares so issued will be applied by us in
partial satisfaction of all or such part of the relevant payment. Following the
passage of a resolution which authorizes us to issue additional Ordinary Shares
for this purpose, we will provide not less than 16 business days' notice to the
trustee, the Calculation Agent and the holders of the date upon which the
relevant payment or, as the case may be, the part thereof is to be made. The
relevant payment or, as the case may be, the part thereof which is not so
satisfied will, unless it is a required Deferred Interest Payment and has not
been subsequently either satisfied or deferred pursuant to an Elective Deferral
Interest payment, continue to accrue interest at a rate of % from (and
including) the date on which payment would otherwise have been due to (but
excluding) the date on which such payment or part thereof is satisfied or, in
the event of a Market Disruption Event, the date on which such payment or part
thereof would, but for the occurrence of such Market Disruption Event, have been
satisfied from which date interest (if any) will accrue on such payment as
provided in "-- Market Disruption Event" below.
If we do not have a sufficient number of Ordinary Shares and do not hold an
annual general meeting within six months of giving the notice first mentioned
above, at which a resolution to make a sufficient number of Ordinary Shares
available is proposed, the trustee will by notice require us to convene an
extraordinary general meeting at which such a resolution will be proposed on a
date falling within 10 weeks of such notice from the trustee.
In the event that any such resolution proposed at any such annual general
meeting or extraordinary general meeting is rejected, the resolution will be
proposed at each annual general meeting or any extraordinary general meeting
thereafter until the resolution has been passed by our shareholders.
At the date of this prospectus supplement, we have a sufficient number of
authorized but unissued Ordinary Shares, and our Executive Board has the
necessary authority to make the interest payments required to be made in respect
of the ING Perpetual Debt Securities during the next 12-month period, assuming
the Alternative Interest Satisfaction Mechanism is used for each interest
payment during such 12-month period.
We will undertake in the Indenture to keep available for issue a sufficient
number of authorized, but unissued Ordinary Shares as we reasonably consider
would be required to be issued as Payment Ordinary Shares in connection with the
next four interest payments. Should we fail to keep available such unissued
Ordinary Shares, no damages will be payable in connection with such failure. The
trustee may, however, require that we, as soon as practicable, hold an
extraordinary general meeting of our shareholders at which a resolution will be
passed to remedy such failure.
The trustee is not obligated to monitor whether we have a sufficient number
of unissued Ordinary Shares available for issuance as Payment Ordinary Shares
and the trustee is entitled to assume, unless it has actual knowledge to the
contrary, that we are complying with our obligations to do so.
MARKET DISRUPTION EVENT
If, in our opinion, a Market Disruption Event exists on or after the 15th
business day preceding any date upon which a payment or part thereof is due to
be made or satisfied pursuant to the Alternative Interest Satisfaction
Mechanism, then we may give notice to the trustee, the Calculation Agent and the
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holders as soon as possible after the Market Disruption Event has arisen or
occurred, whereupon the relevant payment will be deferred until such time as, in
our opinion, the Market Disruption Event no longer exists.
Any such deferred payment or part thereof will be satisfied as soon as
practicable after the Market Disruption Event no longer exists. Except as
provided in the next sentence, interest will not accrue on such deferred payment
or part thereof, however, during a Market Disruption Event. If we do not make
the relevant payment or part thereof for a period of 14 days or more after its
due date, even if the Market Disruption Event is continuing, interest shall
accrue on such deferred payment or part thereof from (and including) the date on
which the relevant payment or part thereof was due to be made to (but excluding)
the date on which such payment or part thereof is made. Any such interest shall
accrue at the Interest Rate and shall be satisfied only in accordance with the
Alternative Interest Satisfaction Mechanism and as soon as reasonably
practicable after the relevant deferred payment is made. No liability shall
attach to the trustee or its agents if, as a result of a Market Disruption Event
or any other event outside the control of the trustee or any such agent, the
trustee or any such agent is unable to comply with its duties in connection with
any payment made pursuant to the Alternative Interest Satisfaction Mechanism.
SUBORDINATION
The ING Perpetual Debt Securities constitute our direct, unsecured
subordinated securities and rank pari passu without any preference among
themselves.
The rights and claims of the holders of the ING Perpetual Debt Securities
are subordinated to Senior Debt in that rights regarding payments and the
issuance of Ordinary Shares (as described under "Alternative Interest
Satisfaction Mechanism") will be subject to the solvency conditions. Upon our
liquidation, moratorium of payments or bankruptcy, the holders of the ING
Perpetual Debt Securities will rank, effectively from a financial point of view,
in priority to all holders of Junior Securities and equally with the holders of
our existing most senior preference shares and any other Parity Securities and
Parity Guarantees then outstanding. Upon our liquidation, moratorium of payments
or bankruptcy, any payments on the ING Perpetual Debt Securities will be
subordinate to, and subject in right of payment to the prior payment in full of,
all Senior Debt.
For the purposes of the ING Perpetual Debt Securities, our Senior Debt
means:
- all claims of our unsubordinated creditors;
- all claims of creditors whose claims are, or are expressed to be,
subordinated (whether only in the event of our insolvency or otherwise)
only to the claims of our unsubordinated creditors; and
- all claims of all of our other creditors, except those whose claims are,
or are expressed to rank, pari passu with, or junior to, the claims of
holders of ING Perpetual Debt Securities.
As of September 30, 2002, we had approximately EUR 7 billion of Senior Debt
outstanding.
The definition of Senior Debt described in the accompanying prospectus
under "Description of Debt Securities We May Offer -- The Senior Debt Indenture
and the Subordinated Debt Indenture -- Subordination Provisions" does not apply
to the ING Perpetual Debt Securities. For the purposes of the Indenture and the
description thereof in the accompanying prospectus, all references to Senior
Debt shall be deemed to be references to Senior Debt as described above.
We will agree in the Indenture that, so long as any of the ING Perpetual
Debt Securities remain outstanding, we will not issue any preference shares (or
other securities which are akin to preference shares as regards distributions on
a return of assets upon our liquidation or in respect of distribution or payment
of dividends and/or any other amounts thereunder by us) or give any guarantee or
contractual support arrangement in respect of any of our preference shares or
such other securities or in respect of any other entity if such preference
shares, preferred securities, guarantees or contractual support arrangements
would rank (as regards distributions on a return of assets upon our liquidation
or in respect of distribution or payment of dividends and/or any other amounts
thereunder by us) senior to the ING Perpetual Debt Securities, unless we alter
the terms of the ING Perpetual Debt Securities such that the ING Perpetual Debt
Securities rank pari passu effectively from a financial point of view with any
such preference shares, such other securities akin to preference shares or such
guarantee or support undertaking.
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WINDING UP
If any action causes our liquidation (except solely for the purpose of our
reconstruction, amalgamation or the substitution of a successor in business for
us, as defined in the Indenture, the terms of which have previously been
approved in writing by the trustee or by not less than a majority of the
holders), with respect to each ING Perpetual Debt Security you own, we will pay
you (in lieu of any other payment) an amount as if on and after the day
immediately before the liquidation began, any holder of those ING Perpetual Debt
Securities had been the holder of our most senior class of preference shares
which we refer to as the Notional Preference Shares, which have a preferential
right to a return of assets upon liquidation over and so rank ahead of the
holders of all other classes of our issued shares for the time being in our
capital, but ranking junior to the claims of Senior Debt. Any such payment shall
be made on the assumption that the amount that you were entitled to receive in
respect of each Notional Preference Share on a return of assets upon liquidation
was an amount equal to the principal amount of $25 of the relevant ING Perpetual
Debt Security and any other Outstanding Payments together with, to the extent
not otherwise included within the foregoing, the pro rata share of any
Winding-Up Claims attributable to the ING Perpetual Debt Security.
As a consequence of the subordination provisions, the holders of the ING
Perpetual Debt Securities may recover less than the holders of our
unsubordinated liabilities and the holders of certain of our subordinated
liabilities, including the holders of other subordinated debt securities as
described in the accompanying prospectus under the heading "Description of Debt
Securities We May Offer." If, upon liquidation the amount payable on any ING
Perpetual Debt Securities and any claims ranking pari passu with the ING
Perpetual Debt Securities are not paid in full, the ING Perpetual Debt
Securities and other claims ranking equally will share ratably in any
distribution of our assets upon liquidation in proportion to the respective
amounts to which they are entitled. If any holder is entitled to any recovery
with respect to the ING Perpetual Debt Securities upon liquidation, the holder
might not be entitled to a recovery in U.S. dollars and might be entitled only
to a recovery in euros. In addition, under current Dutch law, our liability to
holders of the ING Perpetual Debt Securities would be converted into euros at a
date close to the commencement of insolvency proceedings against us and holders
of the ING Perpetual Debt Securities would be exposed to currency fluctuations
between that date and the date they receive proceeds pursuant to such
proceedings, if any.
DEFAULTS; LIMITATION OF REMEDIES
The Events of Default and rights to accelerate described in the
accompanying prospectus under "Description of Debt Securities We May
Offer -- Default, Remedies and Waiver of Default -- Events of Default" and
certain remedies provided for under "-- Remedies if an Event of Default Occurs"
do not apply to the ING Perpetual Debt Securities.
The only defaults and remedies are as provided below.
PAYMENT DEFAULTS
It is a Payment Default with respect to the ING Perpetual Debt Securities
if we fail to pay or set aside for payment the amount due to satisfy any payment
on the ING Perpetual Debt Securities when due, and such failure continues for 14
days; provided, however, that if we fail to make any Mandatory Interest Payment
as a result of failure to satisfy the solvency conditions, or due to a deferral
of an interest payment as permitted under the terms of the Indenture, that
payment will constitute an Outstanding Payment and will accumulate with any
other Outstanding Payments until paid but will not be a Payment Default.
LIMITATION OF REMEDIES
If any Payment Default occurs and continues regarding the ING Perpetual
Debt Securities, the trustee may pursue all legal remedies available to it,
including commencing a judicial proceeding for the collection of the sums due
and unpaid or a bankruptcy proceeding in The Netherlands (but not
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elsewhere), but the trustee may not declare the principal amount of any
outstanding ING Perpetual Debt Security to be due and payable. If we fail to
make payment and the solvency conditions are not satisfied at the end of the
14-day period described under "-- Payment Defaults," such failure does not
constitute a Payment Default but instead constitutes a Payment Event. On a
Payment Event, the trustee may institute bankruptcy proceedings exclusively in
The Netherlands, but may not pursue any other legal remedy, including a judicial
proceeding for the collection of the sums due and unpaid.
Notwithstanding the foregoing, holders of the ING Perpetual Debt Securities
have the absolute and unconditional right to institute suit for the enforcement
of any payment when due and such right may not be impaired without the consent
of the holder.
GENERAL
By purchasing ING Perpetual Debt Securities, you and the trustee will be
deemed to have waived any right of set-off, counterclaim or combination of
accounts with respect to the ING Perpetual Debt Securities or the Indenture (or
between our obligations regarding the ING Perpetual Debt Securities and any
liability owed by a holder or the trustee to us) that they might otherwise have
against us.
Subject to the provisions of the Indenture relating to the duties of the
trustee, if a Payment Default occurs and continues with respect to the ING
Perpetual Debt Securities, the trustee will be under no obligation to any holder
of the ING Perpetual Debt Securities, unless they have offered reasonable
indemnity to the trustee. Subject to the Indenture provisions for the
indemnification of the trustee, the holders of a majority in aggregate principal
amount of the outstanding ING Perpetual Debt Securities have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the trustee or exercising any trust or power conferred on the trustee with
respect to the series, if the direction is not in conflict with any rule of law
or with the Indenture and the trustee does not determine that the action would
be unjustly prejudicial to the holder or holders of any ING Perpetual Debt
Securities not taking part in that direction. The trustee may take any other
action that it deems proper that is not inconsistent with that direction.
The Indenture provides that the trustee will, within 90 days after the
occurrence of a Payment Default with respect to the ING Perpetual Debt
Securities, give to each holder of the ING Perpetual Debt Securities notice of
the Payment Default known to it, unless the Payment Default has been cured or
waived. The trustee will be protected in withholding notice, however, if it
determines in good faith that withholding notice is in the interest of the
holders.
We are required to furnish to the trustee, on an annual basis a statement
as to our compliance with all conditions and covenants under the Indenture.
ADDITIONAL AMOUNTS
Any amounts to be paid by us on the ING Perpetual Debt Securities will be
made without deduction or withholding for any taxes, assessments or other
charges imposed by the government of The Netherlands or the government of a
jurisdiction in which a successor to us is organized, unless the withholding or
deduction of such taxes, assessments or charges is required by law. In that
event we will pay such additional amounts, which we refer to as Additional
Amounts, as may be necessary in order that the net amounts received by holders
after such withholding or deduction equal the respective amounts of principal
and interest which would have been received in respect of the ING Perpetual Debt
Securities in the absence of such withholding or deduction.
There are certain circumstances in which we will not be obligated to pay
such Additional Amounts. Please see "Description of Debt Securities We May
Offer -- Payment of Additional Amounts with Respect to the Debt Securities" in
the accompanying prospectus.
Whenever we refer in this prospectus supplement or the accompanying
prospectus to principal, interest amounts, Deferred Interest Payments, Mandatory
Partial Payments and/or Accrued Interest
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Payments, we intend to include any Additional Amounts which may become payable
pursuant to the terms of the Indenture as described above.
In the event that any payment is satisfied through the Alternative Interest
Satisfaction Mechanism, then any Additional Amounts which are payable must also
be satisfied through the Alternative Interest Satisfaction Mechanism.
OPTIONAL REDEMPTION AND REDEMPTION UPON CERTAIN EVENTS
OPTIONAL REDEMPTION
The ING Perpetual Debt Securities are perpetual debt securities and have no
fixed maturity or mandatory redemption date. The ING Perpetual Debt Securities
are not redeemable at the option of the holder of an ING Perpetual Debt Security
at any time and are not redeemable at our option prior to ,
except in certain limited circumstances. See "-- Redemption upon Certain Events"
below.
We may redeem the ING Perpetual Debt Securities in whole (but not in part)
at our option, on , , or on any interest payment date thereafter
at their aggregate principal amount together with Outstanding Payments due
through the date of redemption, which sum we refer to as the Base Redemption
Price.
We may purchase on the open market at any time ING Perpetual Debt
Securities in any manner and at any price.
Cancellation of any ING Perpetual Debt Securities so redeemed by us will be
effected by reducing the principal amount of the global ING Perpetual Debt
Securities, and any ING Perpetual Debt Securities so cancelled may not be
reissued or resold and our obligations in respect of any such cancelled ING
Perpetual Debt Securities will be discharged. ING Perpetual Debt Securities
purchased by us may be held, reissued, resold or, at our option, be cancelled by
decreasing in an equal amount the principal amount of ING Perpetual Debt
Securities represented by the Global Security.
REDEMPTION UPON CERTAIN EVENTS
TAX EVENT. Upon the occurrence of a Tax Event with respect to the ING
Perpetual Debt Securities, we may, by giving notice of redemption, redeem in
whole (but not in part) the ING Perpetual Debt Securities at their base
redemption price.
"Tax Event" means we determine that immediately prior to the giving of the
notice referred to below, on the next interest payment date:
- we would, for reasons outside our control, be unable to make such payment
without being required to pay Additional Amounts and we cannot avoid the
requirement or circumstance by taking measures as we (acting in good
faith) deem appropriate;
- payments of amounts in respect of interest on the ING Perpetual Debt
Securities, including, for the avoidance of doubt, the issue of Ordinary
Shares pursuant to the Alternative Interest Satisfaction Mechanism, may
be treated as "distributions" within the meaning of Section II of the
Dividend Withholding Tax Act 1965 (Wet op de dividendbelasting 1965; or
such other provision as may from time to time supersede or replace
Section II of the Dividend Withholding Tax Act 1965 for the purposes of
such definition) and we cannot avoid the requirement or circumstance by
taking such measures as we (acting in good faith) deem appropriate; or
- as a result of any proposed change or amendment to the laws of The
Netherlands, or any proposed change in the application of official or
generally published interpretation of such laws, or any interpretation or
pronouncement by any relevant tax authority that provides for a position
with respect to such law or regulations that differs from the previously
generally accepted position in relation to similar transactions or which
differs from any specific written confirmation given by a tax authority
in respect of the ING Perpetual Debt Securities, which change or
amendment becomes,
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or would become, effective, or in the case of a change or proposed change
in law if such change is enacted (or, in the case of a proposed change,
is expected to be enacted) by Act of Parliament or made by Statutory
Instrument on or after December 2, 2002, there is more than an
insubstantial risk that we will not obtain substantially full relief for
the purposes of Dutch corporation tax for any payment of interest
including, for the avoidance of doubt, where the payment of interest is
to be satisfied by the issue of Ordinary Shares pursuant to the
Alternative Interest Satisfaction Mechanism and we cannot avoid this risk
by taking such measures as we (acting in good faith) deem appropriate.
In the case of redemption upon the occurrence of a Tax Event, we are
required, before we give a notice of redemption, to deliver to the trustee a
written legal opinion of independent Netherlands counsel of recognized standing,
selected by us, in a form satisfactory to the trustee confirming that we are
entitled to exercise our right of redemption.
REGULATORY EVENT. Upon the occurrence of a Regulatory Event with respect
to the ING Perpetual Debt Securities, we may by giving notice of redemption, at
any time redeem the ING Perpetual Debt Securities in whole (but not in part) at
their Base Redemption Price.
"Regulatory Event" means any time after we become subject to capital
adequacy regulations, the relevant regulator makes a determination that
securities of the nature of the ING Perpetual Debt Securities can no longer
qualify as Tier 1 Capital (or instruments of a similar nature which qualify as
core capital) for purposes of such capital adequacy regulations.
NOTICE OF REDEMPTION
We must give 30 to 60 days' notice of redemption to the holders of the ING
Perpetual Debt Securities. Any notice of redemption is irrevocable and must be
given as described in the accompanying prospectus. If the redemption price in
respect of any ING Perpetual Debt Securities is improperly withheld or refused
and is not paid by us, interest on the ING Perpetual Debt Securities will
continue to be payable until the redemption price is actually paid.
CALCULATION AGENT
So long as any of the ING Perpetual Debt Securities are outstanding, we
will ensure that there will always be a Calculation Agent. If the Calculation
Agent is unable or unwilling to act as such, or if it fails to make a
determination, calculation or otherwise fails to perform its duties under the
Indenture or the Calculation Agency Agreement, we will appoint an independent
investment bank acceptable to the trustee to act as such in its place. Subject
to certain limited exceptions, neither the termination of the Calculation
Agent's appointment nor the Calculation Agent's resignation will be effective
without a successor having been appointed.
All calculations and determinations made by the Calculation Agent with
respect to the ING Perpetual Debt Securities (except in the case of manifest
error) are final and binding on us, the trustee and the holders.
Neither we nor the trustee have any responsibility to anyone for any errors
or omissions in any calculation by the Calculation Agent.
TRADING CHARACTERISTICS
The ING Perpetual Debt Securities will be listed and traded on the New York
Stock Exchange under the symbol " ." We expect the ING Perpetual Debt
Securities to trade as an individual unit at a trading price that takes into
account the value, if any, of accrued but unpaid interest. This means that
purchasers will not pay, and sellers will not receive, accrued and unpaid
interest on the ING Perpetual Debt Securities which has not been included in
their trading price.
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BOOK-ENTRY SYSTEM; DELIVERY AND FORM
GENERAL
The ING Perpetual Debt Securities will initially be represented by one or
more global securities in registered form, without coupons attached. They will
be deposited with or on behalf of The Depository Trust Company, DTC, or its
nominee and registered in the name of Cede & Co., as nominee of DTC. Until the
ING Perpetual Debt Securities are exchanged for definitive securities, the
global securities may not be transferred except as a whole by DTC to a nominee
or a successor of DTC.
The ING Perpetual Debt Securities have been accepted for clearance by DTC,
Euroclear and Clearstream, Luxembourg. The initial distribution of the ING
Perpetual Debt Securities will be cleared through DTC only. Beneficial interests
in the global ING Perpetual Debt Securities will be shown on, and transfers
thereof will be effected only through, the book-entry records maintained by DTC
and its direct and indirect participants, including Euroclear and Clearstream,
Luxembourg. Owners of beneficial interests in the ING Perpetual Debt Securities
will receive all payments relating to their ING Perpetual Debt Securities in
U.S. dollars.
So long as DTC, or its nominee, is the holder of a global ING Perpetual
Debt Security, it will be considered the sole holder of the global ING Perpetual
Debt Security for all purposes under the Indenture. Except as described below
under "-- Issuance of Definitive Securities," no participant, indirect
participant or other person will be entitled to have ING Perpetual Debt
Securities registered in its name, receive or be entitled to receive physical
delivery of ING Perpetual Debt Securities in definitive form or be considered
the owner or holder of the ING Perpetual Debt Securities under the Indenture.
Each person having an ownership or other interest in ING Perpetual Debt
Securities must rely on the procedures of DTC, Euroclear and Clearstream,
Luxembourg, and, if a person is not a participant or another securities
intermediary through which that person owns its interest, exercise any rights
and obligations of a holder under the Indenture or the ING Perpetual Debt
Securities. See also "Legal Ownership and Book-Entry Issuance" in the
accompanying prospectus.
PAYMENTS ON THE GLOBAL SECURITIES
Payments of any amounts in respect of any global ING Perpetual Debt
Securities will be made by the trustee to DTC. Payments will be made to
beneficial owners of ING Perpetual Debt Securities in accordance with the rules
and procedures of DTC or its direct and indirect participants, as applicable.
Neither we, the trustee or any of our agents will have any responsibility or
liability for any aspect of the records of any securities intermediary in the
chain of intermediaries between DTC, Euroclear or Clearstream, Luxembourg, and
any beneficial owner of an interest in a global security, or the failure of DTC,
Euroclear or Clearstream, Luxembourg, or any intermediary to pass through to any
beneficial owner any payments that we make to DTC.
For more information about holding ING Perpetual Debt Securities in global
book-entry form please see "Legal Ownership and Book-Entry Issuance" in the
accompanying prospectus.
ISSUANCE OF DEFINITIVE SECURITIES
So long as DTC holds the global ING Perpetual Debt Securities, the global
securities will not be exchangeable for definitive securities unless:
- DTC notifies the trustee that it is unwilling or unable to continue to
hold the book-entry ING Perpetual Debt Securities or DTC ceases to be a
clearing agency registered under the Securities Exchange Act of 1934 and
the trustee does not appoint a successor to DTC which is registered under
the Securities Exchange Act of 1934 within 120 days;
- a Payment Default has occurred and is continuing;
- a Payment Event has occurred;
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- in the event of our bankruptcy we fail to make a payment on the ING
Perpetual Debt Securities when due; or
- at any time we determine in our sole discretion that the global
securities of a particular series should be exchanged for definitive debt
securities of that series in registered form.
Each person having an ownership or other interest in ING Perpetual Debt
Securities must rely exclusively on the rules and procedures of DTC, Euroclear
or Clearstream, Luxembourg, as the case may be, and any agreement with any
participant of DTC, Euroclear or Clearstream, Luxembourg, as the case may be, or
any other securities intermediary through which that person holds its interest
to receive or direct the delivery or possession of any definitive security.
Definitive securities will be issued in registered form only in
denominations of US$25 and any integral multiples thereof. To the extent
permitted by law, we and the trustee are entitled to treat the person in whose
name any definitive security is registered as its absolute owner.
Payments in respect of each series of definitive securities will be made to
the person in whose name the definitive securities are registered as it appears
in the register for that series. Payments will be made in respect of the ING
Perpetual Debt Securities by transfer to the holder's account in New York.
If we issue definitive securities of a particular series in exchange for
global ING Perpetual Debt Securities, DTC, as holder of the global ING Perpetual
Debt Securities, will surrender it against receipt of the definitive securities,
cancel the book-entry securities of that series, and distribute the definitive
securities of that series to the persons in the amounts that DTC specifies.
If definitive securities are issued in the limited circumstances described
above, those securities may be transferred in whole or in part in denominations
of any whole number of securities upon surrender of the definitive securities
certificates together with the form of transfer endorsed on it, duly completed
and executed at the specified office of the trustee. If only part of a
securities certificate is transferred, a new securities certificate representing
the balance not transferred will be issued to the transferor. For more
information regarding the transfer and exchange of definitive securities see
"Description of Debt Securities We May Offer -- Form, Exchange and Transfer of
Debt Securities -- Transfer and Exchange" in the accompanying prospectus.
GOVERNING LAW
The ING Perpetual Debt Securities and the related Indenture will be
governed by, and construed in accordance with, the laws of the State of New
York, except that the subordination provisions of the ING Perpetual Debt
Securities and the Indenture will be governed by and construed in accordance
with the laws of The Netherlands.
GLOSSARY
Certain defined terms that are used in this prospectus supplement are
defined in the following glossary. Terms used in the description of our ING
Perpetual Debt Securities which are not defined herein are defined in the
accompanying prospectus or in the Indenture.
"ACCRUED INTEREST PAYMENT" means interest that shall continue to accrue
after an interest payment date in respect of an Elective Deferral Interest
Payment, the failure to make a payment when due on a date of redemption, certain
payments which cannot be made due to insufficient Ordinary Shares to satisfy the
Alternative Interest Satisfaction Mechanism and failure to make a payment more
than 14 days after its due date due to a Market Disruption Event.
"ADDITIONAL AMOUNTS" has the meaning set forth under "Description of the
ING Perpetual Debt Securities -- Additional Amounts."
"ALTERNATIVE INTEREST SATISFACTION MECHANISM" has the meaning set forth
under "Description of the ING Perpetual Debt Securities -- Alternative Interest
Satisfaction Mechanism."
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"ASSETS" means our non-consolidated gross assets as shown by our most
recent published audited balance sheet but adjusted for contingencies and for
subsequent events and to such extent as the directors or, as the case may be,
the liquidator may determine to be appropriate.
"BASE REDEMPTION PRICE" has the meaning set forth under "Description of the
ING Perpetual Debt Securities -- Optional Redemption and Redemption upon Certain
Events -- Optional Redemption."
"CALCULATION AGENCY AGREEMENT" means the calculation agency agreement dated
as of , 2002, between us, the trustee and the Calculation Agent,
relating to the ING Perpetual Debt Securities under which the Calculation Agent
agrees to perform the duties required of it under the terms of the Indenture.
"CALCULATION AGENT" means ING Financial Markets LLC, as calculation agent
in relation to the ING Perpetual Debt Securities, or its successor or successors
for the time being appointed under the Calculation Agency Agreement.
"DEFERRAL NOTICE" has the meaning set forth under "Description of the ING
Perpetual Debt Securities -- Deferral of Interest Payments -- Required Deferral
of Payments."
"DEFERRED INTEREST PAYMENT" means:
- any payment, or part thereof, which we have deferred as described under
"Required Deferral of Payments" and which has not subsequently been
either (i) satisfied or (ii) deferred as described under "Optional
Deferral of Payments"; or
- any payment, or part thereof, which we have elected to defer in
accordance with the Elective Deferral Interest Payment and which has not
been satisfied.
"DEFERRED INTEREST SATISFACTION DATE" means:
- the Interest Payment Date following the 19th business day after the
Required Deferral Condition fails to be met;
- if other than an Interest Payment Date, the date on which we resolve to
satisfy a Deferred Interest Payment, as notified by us to the trustee,
the holders and the Calculation Agent; or
- the date on which we are required to satisfy all Deferred Interest
Payments as a result of the occurrence of a Mandatory Payment Event or a
Mandatory Partial Payment Event.
"DEFERRAL PERIOD" means the period commencing on (and including) the date
we gave a Deferral Notice and ending on (and including) the date upon which all
Deferred Interest Payments are paid or satisfied in full.
"ELECTIVE DEFERRAL INTEREST PAYMENT" has the meaning set forth under
"Description of the ING Perpetual Debt Securities -- Deferral of Interest
Payments -- Optional Deferral of Payments."
"INDENTURE" has the meaning set forth under "Description of the ING
Perpetual Debt Securities -- General."
"ING PERPETUAL DEBT SECURITIES" means the % ING Perpetual Debt
Securities and such expression shall include, unless the context otherwise
requires, any further ING Perpetual Debt Securities which we are permitted to
issue and which will form a single series with the ING Perpetual Debt
Securities.
"INTEREST" shall, where appropriate, include Interest Amounts, Deferred
Interest Payments and Accrued Interest Payments.
"INTEREST AMOUNT" means:
- in respect of an interest payment, the amount of interest payable on an
ING Perpetual Debt Security for the relevant Interest Period; and
- in the event of redemption due to a Tax Event or Regulatory Event, any
interest accrued from (and including) the preceding interest payment
date (or, if none, the issue date of the ING
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Perpetual Debt Securities) to (but excluding) the due date for
redemption, if not an interest payment date, as calculated using the
30/360 day basis.
"INTEREST PAYMENT" means, in respect of an interest payment date, the
aggregate Interest Amounts for the Interest Period ending on such interest
payment date.
"INTEREST PAYMENT DATE" has the meaning set forth under "Description of the
ING Perpetual Debt Securities -- Interest."
"INTEREST PERIOD" means the period commencing on (and including) the issue
date and ending on (but excluding) the first interest payment date and each
successive period commencing on (and including) an interest payment date and
ending on (but excluding) the next succeeding interest payment date.
"INTEREST RATE" has the meaning set forth under "Description of the ING
Perpetual Debt Securities -- Interest."
"JUNIOR GUARANTEE" means any guarantee, indemnity or other contractual
support arrangement entered into by us in respect of securities (regardless of
name or designation) issued by one of our subsidiaries or Undertakings and
ranking, upon liquidation or in respect of distributions or payment of dividends
or any other payment thereon, after the ING Perpetual Debt Securities.
"JUNIOR SECURITIES" means our Ordinary Shares or any other securities which
rank, as regards distributions on a return of assets upon liquidation or in
respect of distributions or payment of dividends or any other payments thereon,
after the ING Perpetual Debt Securities.
"LIABILITIES" means our non-consolidated gross liabilities as shown by our
most recent published audited balance sheet, but adjusted for contingencies and
for subsequent events and to such extent as the directors, the auditors or, as
the case may be, the liquidator may determine.
"MANDATORY PARTIAL PAYMENT" payable on any interest payment date means a
payment in respect of each ING Perpetual Debt Security in an amount that results
in payment of a proportion of a full interest payment on the ING Perpetual Debt
Security on such interest payment date equal to the proportion of a full
dividend on the relevant Parity Securities and/or payment on the relevant Parity
Guarantee paid on the dividend or payment date in respect of the relevant Parity
Securities and/or Parity Guarantee immediately preceding such interest payment
date.
"MANDATORY PARTIAL PAYMENT EVENT" has the meaning set forth under
"Description of the ING Perpetual Debt Securities -- Dividend Stopper; Mandatory
Interest Payment."
"MANDATORY PAYMENT EVENT" has the meaning set forth under "Description of
the ING Perpetual Debt Securities -- Dividend Stopper; Mandatory Interest
Payment."
"MARKET DISRUPTION EVENT" means:
- the occurrence or existence of any suspension of or limitation imposed
on trading by reason of movements in price exceeding limits permitted by
Euronext Amsterdam N.V. or on settlement procedures for transactions in
the Ordinary Shares on Euronext Amsterdam N.V. if, in any such case,
that suspension or limitation is, in the determination of the
Calculation Agent, material in the context of the sale of the Ordinary
Shares;
- in our opinion, there has been a substantial deterioration in the price
and/or value of the Ordinary Shares; or circumstances are such as to
prevent or to a material extent restrict the issue or delivery of the
Ordinary Shares; or
- where, pursuant to the terms of the Indenture, monies are required to be
converted from one currency into another currency in respect of any
payment, the occurrence of any event that makes it impracticable to
effect such conversion.
"ORDINARY SHARES" means our ordinary shares or depository receipts issued
in respect of such Ordinary Shares, as the context may require.
"OUTSTANDING PAYMENT" means:
- in relation to any interest payment, Deferred Interest Payment or
Interest Amount not falling within the definition of interest payment,
that such payment (a) has either become due and payable or would have
become due and payable except for the non-satisfaction on the relevant
date
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due to an insolvency condition or the deferral, postponement or
suspension of such payment, due to a Required Deferral Condition, an
Elective Deferral Interest Payment, insufficient Ordinary Shares
available to satisfy the Alternative Interest Satisfaction Mechanism, or
failure to make a payment more than 14 days after its due date due to a
Market Disruption Event; and (b) in any such case has not been satisfied;
and
- in relation to any Accrued Interest Payment, any amount thereof which has
not been satisfied whether or not payment has become due.
"PARITY GUARANTEES" means any guarantees, indemnities or other contractual
support arrangements we enter into with respect to securities issued by any of
our subsidiaries or Undertakings which effectively from a financial point of
view
- are similar to the most senior class of our preference shares:
- with respect to distributions on a return of assets upon our
liquidation; or
- with respect to dividends or distribution of payments or other amounts
thereunder; and
- rank pari passu with the ING Perpetual Debt Securities with respect to
such distributions or payments.
For the avoidance of doubt, included in Parity Guarantee are our guarantees
of obligations relating to the:
- 7.70% Noncumulative Guaranteed Trust Preferred Securities issued by ING
Capital Funding Trust I;
- 9.20% Noncumulative Guaranteed Trust Preferred Securities issued by ING
Capital Funding Trust II; and
- 8.439% Noncumulative Guaranteed Trust Preferred Securities issued by ING
Capital Funding Trust III.
"PARITY SECURITIES" means our most senior class of preference shares or any
of our other securities which effectively from a financial point of view
- are similar to the most senior class of our preference shares:
- with respect to distributions on a return of assets upon our
liquidation; or
- with respect to dividends or distribution of payments or other amounts
thereunder; and
- rank pari passu with the ING Perpetual Debt Securities with respect to
such distributions or payments.
For avoidance of doubt, included in Parity Securities are our 6.50% ING
Perpetual Securities issued on September 28, 2001 and 7.05% ING Perpetual Debt
Securities issued on July 18, 2002.
"PAYMENT" means any interest payment, Deferred Interest Payment, Accrued
Interest Payment or Interest Amount not falling within the definition of
interest payment.
"PAYMENT EVENT" has the meaning set forth under "Description of the ING
Perpetual Debt Securities -- Defaults; Limitation of Remedies -- Limitation of
Remedies."
"PAYMENT ORDINARY SHARES" has the meaning set forth under "Description of
the ING Perpetual Debt Securities -- Alternative Interest Satisfaction
Mechanism -- General."
"REGULATORY EVENT" has the meaning set forth under "Description of the ING
Perpetual Debt Securities -- Optional Redemption and Redemption upon Certain
Events -- Redemption upon Certain Events -- Regulatory Event."
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"RELEVANT DATE" means:
- in respect of any payment other than a Winding-Up Claim, the date on
which such payment first becomes due and payable but, if the full amount
of the monies payable on such date has not been received by the trustee
on or prior to such date, the "Relevant Date" means the date on which
such monies shall have been so received and notice to that effect shall
have been given to the holders in accordance with the terms of the
Indenture; and
- in respect of a Winding-Up Claim, the date which is one day prior to the
commencement of the winding up.
The "REQUIRED DEFERRAL CONDITION" will be met if, in our determination, on
the relevant date, we do not satisfy the solvency conditions, or making of the
relevant payment will result in us not satisfying the solvency conditions.
"SENIOR DEBT" has the meaning set forth under "Description of the ING
Perpetual Debt Securities -- Subordination."
"SOLVENCY CONDITIONS" has the meaning set forth under "Description of the
ING Perpetual Debt Securities -- Payments."
"TAX EVENT" has the meaning set forth under "Description of the ING
Perpetual Debt Securities -- Optional Redemption and Redemption upon Certain
Events -- Redemption upon Certain Events -- Tax Event."
"UNDERTAKING" means a corporate body, partnership, limited partnership,
cooperative or an incorporated association carrying on a trade or business with
or without a view to profit in which the Issuer has direct or indirect
financial, commercial or contractual majority interest.
"WINDING-UP CLAIM" means amounts in respect of principal or payments in
respect of which the solvency conditions are not satisfied on the date upon
which the same would otherwise be due and payable by us in our liquidation (upon
dissolution or otherwise) and on any redemption as described under "Description
of the ING Perpetual Debt Securities -- Optional Redemption and Redemption upon
Certain Events."
UNITED STATES TAXATION
This section describes the material United States federal income tax
consequences of owning ING Perpetual Debt Securities. It applies to you only if
you acquire your ING Perpetual Debt Securities in this offering and you hold
your ING Perpetual Debt Securities as capital assets for tax purposes. This
section does not apply to you if you are a member of a special class of holders
subject to special rules, including:
- a dealer in ING Perpetual Debt Securities;
- a trader in ING Perpetual Debt Securities that elects to use a
mark-to-market method of accounting for your ING Perpetual Debt
Securities holdings;
- a tax-exempt organization;
- a life insurance company;
- a person liable for alternative minimum tax;
- a person that actually or constructively owns 10% or more of the voting
stock of ING Groep N.V.;
- a person that holds ING Perpetual Debt Securities as part of a straddle
or a hedging or conversion transaction; or
- a person whose functional currency is not the U.S. dollar.
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This section is based on the Internal Revenue Code of 1986, as amended, its
legislative history, existing and proposed regulations, published rulings and
court decisions all as currently in effect. These laws are subject to change,
possibly on a retroactive basis.
You are a U.S. holder if you are a beneficial owner of ING Perpetual Debt
Securities and you are:
- a citizen or resident of the United States;
- a domestic corporation;
- an estate whose income is subject to U.S. federal income tax regardless
of its source; or
- a trust if a U.S. court can exercise primary supervision over the trust's
administration and one or more U.S. persons are authorized to control all
substantial decisions of the trust.
A "non-U.S. holder" is a beneficial owner of ING Perpetual Debt Securities
that is not a U.S. person for U.S. federal income tax purposes.
You should consult your own tax advisor regarding the U.S. federal, state and
local and other tax consequences of owning and disposing of ING Perpetual Debt
Securities in your particular circumstances.
CLASSIFICATION OF THE ING PERPETUAL DEBT SECURITIES
Although the matter is not free from doubt, the ING Perpetual Debt
Securities should be treated as an equity interest in ING Group, and not as
debt. Accordingly, each "interest" payment should be treated as a distribution
by ING Group with respect to such equity interest, and any reference in this
discussion to "dividends" refers to the "interest" payments on the ING Perpetual
Debt Securities. The rest of this discussion so assumes.
TAXATION OF DIVIDENDS
U.S. HOLDERS. Under the U.S. federal income tax laws, and subject to the
passive foreign investment company, or PFIC, rules discussed below, if you are a
U.S. holder, you must include in your gross income the gross amount of any
dividend paid by ING Group out of its current or accumulated earnings and
profits (as determined for U.S. federal income tax purposes). The dividend is
ordinary income that you must include in income when you receive the dividend,
actually or constructively. The dividend will not be eligible for the
dividends-received deduction generally allowed to U.S. corporations in respect
of dividends received from other U.S. corporations. Distributions in excess of
current and accumulated earnings and profits, as determined for U.S. federal
income tax purposes, will be treated as a non-taxable return of capital to the
extent of your basis in the ING Perpetual Debt Securities and thereafter as
capital gain.
Dividends will be income from sources outside the United States, but
generally will be "passive income" or "financial services income" which is
treated separately from other types of income for purposes of computing the
foreign tax credit allowable to you.
NON-U.S. HOLDERS. If you are a non-U.S. holder, dividends paid to you in
respect of ING Perpetual Debt Securities will not be subject to U.S. federal
income tax unless the dividends are "effectively connected" with your conduct of
a trade or business within the United States, and the dividends are attributable
to a permanent establishment that you maintain in the United States if that is
required by an applicable income tax treaty as a condition for subjecting you to
U.S. taxation on a net income basis. In such cases you generally will be taxed
in the same manner as a U.S. holder. If you are a corporate non-U.S. holder,
"effectively connected" dividends may, under certain circumstances, be subject
to an additional "branch profits tax" at a 30% rate or at a lower rate if you
are eligible for the benefits of an income tax treaty that provides for a lower
rate.
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TAXATION OF CAPITAL GAINS
U.S. HOLDERS. Subject to the PFIC rules discussed below, if you are a U.S.
holder and you sell or otherwise dispose of your ING Perpetual Debt Securities,
you will recognize capital gain or loss for U.S. federal income tax purposes
equal to the difference between the U.S. dollar value of the amount that you
realize and your tax basis in your ING Perpetual Debt Securities. Capital gain
of a noncorporate U.S. holder is generally taxed at a maximum rate of 20% where
the property is held more than one year, and 18% where the property is held for
more than five years. The gain or loss will generally be income or loss from
sources within the United States for foreign tax credit limitation purposes.
NON-U.S. HOLDERS. If you are a non-U.S. holder, you will not be subject to
U.S. federal income tax on gain recognized on the sale or other disposition of
your ING Perpetual Debt Securities unless:
- the gain is "effectively connected" with your conduct of a trade or
business in the United States, and the gain is attributable to a
permanent establishment that you maintain in the United States if that is
required by an applicable income tax treaty as a condition for subjecting
you to U.S. taxation on a net income basis; or
- you are an individual, you are present in the United States for 183 or
more days in the taxable year of the sale and certain other conditions
exist.
If you are a corporate non-U.S. holder, "effectively connected" gains that
you recognize may also, under certain circumstances, be subject to an additional
"branch profits tax" at a 30% rate or at a lower rate if you are eligible for
the benefits of an income tax treaty that provides for a lower rate.
PFIC RULES
We believe that ING Perpetual Debt Securities should not be treated as
stock of a PFIC for U.S. federal income tax purposes, but this conclusion is a
factual determination that is made annually and thus may be subject to change.
If we were to be treated as a PFIC, unless a U.S. holder elects to be taxed
annually on a mark-to-market basis with respect to the ING Perpetual Debt
Securities, gain realized on the sale or other disposition of your ING Perpetual
Debt Securities would in general not be treated as capital gain. Instead, if you
are a U.S. holder, you would be treated as if you had realized such gain and
certain "excess distributions" ratably over your holding period for the ING
Perpetual Debt Securities and would be taxed at the highest tax rate in effect
for each such year to which the gain was allocated, together with an interest
charge in respect of the tax attributable to each such year.
BACKUP WITHHOLDING AND INFORMATION REPORTING
If you are a noncorporate U.S. holder, information reporting requirements,
on Internal Revenue Service Form 1099, generally will apply to:
- dividend payments or other taxable distributions made to you within the
United States; and
- the payment of proceeds to you from the sale of ING Perpetual Debt
Securities effected at a U.S. office of a broker.
Additionally, backup withholding may apply to such payments if you are a
noncorporate U.S. holder that:
- fails to provide an accurate taxpayer identification number;
- is notified by the Internal Revenue Service that you have failed to
report all interest and dividends required to be shown on your federal
income tax returns; or
- in certain circumstances, fails to comply with applicable certification
requirements.
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If you are a non-U.S. holder, you are generally exempt from backup
withholding and information reporting requirements with respect to:
- dividend payments made to you outside the United States by the Group or
another non-U.S. payor; and
- other dividend payments and the payment of the proceeds from the sale of
ING Perpetual Debt Securities effected at a U.S. office of a broker, as
long as the income associated with such payments is otherwise exempt from
U.S. federal income tax; and:
- the payor or broker does not have actual knowledge or reason to know
that you are a U.S. person; and you have furnished the payor or broker:
- an Internal Revenue Service Form W-8BEN or an acceptable substitute
form upon which you certify, under penalties of perjury, that you are
a non-U.S. person; or
- other documentation upon which it may rely to treat the payments as
made to a non-U.S. person in accordance with U.S. Treasury
regulations; or
- you otherwise establish an exemption.
Payment of the proceeds from the sale of ING Perpetual Debt Securities
effected at a foreign office of a broker generally will not be subject to
information reporting or backup withholding. However, a sale of ING Perpetual
Debt Securities that is effected at a foreign office of a broker will be subject
to information reporting and backup withholding if:
- the proceeds are transferred to an account maintained by you in the
United States;
- the payment of proceeds or the confirmation of the sale is mailed to you
at a U.S. address; or
- the sale has some other specified connection with the United States as
provided in U.S. Treasury regulations,
unless the broker does not have actual knowledge or reason to know that you are
a U.S. person and the documentation requirements described above are met or you
otherwise establish an exemption.
In addition, a sale of ING Perpetual Debt Securities effected at a foreign
office of a broker will be subject to information reporting if the broker is:
- a U.S. person;
- a controlled foreign corporation for U.S. tax purposes;
- a foreign person 50% or more of whose gross income is effectively
connected with the conduct of a U.S. trade or business for a specified
three-year period; or
- a foreign partnership, if at any time during its tax year:
- one or more of its partners are "U.S. persons," as defined in U.S.
Treasury regulations, who in the aggregate hold more than 50% of the
income or capital interest in the partnership; or
- such foreign partnership is engaged in the conduct of a U.S. trade or
business,
unless the broker does not have actual knowledge or reason to know that you are
a U.S. person and the documentation requirements described above are met or you
otherwise establish an exemption. Backup withholding will apply if the sale is
subject to information reporting and the broker has actual knowledge that you
are a U.S. person.
You generally may obtain a refund of any amounts withheld under the backup
withholding rules that exceed your income tax liability by filing a refund claim
with the U.S. Internal Revenue Service.
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THE NETHERLANDS TAXATION
This section provides a general description of the material Netherlands tax
issues and consequences of owning the ING Perpetual Debt Securities. This
summary provides general information only and is restricted to the matters of
Netherlands taxation stated therein. The information given below is neither
intended as tax advice nor purports to describe all of the tax considerations
that may be relevant to a prospective purchaser of the ING Perpetual Debt
Securities.
You should consult your own tax advisor regarding Netherlands tax consequences
of owning and disposing of ING Perpetual Debt Securities in your particular
circumstances.
This summary is based on the tax legislation, published case law, and other
regulations in force as of December 2, 2002, without prejudice to any amendments
introduced at a later date and implemented with or without retroactive effect.
In the following, it is assumed the holders of the ING Perpetual Debt
Securities are not residents of The Netherlands, not deemed to be residents of
The Netherlands and have not opted to be treated as resident in The Netherlands.
We have been informed that under the current tax law and jurisprudence of The
Netherlands:
WITHHOLDING TAX
All payments by us in respect of the ING Perpetual Debt Securities can be
made without withholdings or deductions for or because of any taxes, duties or
charges of any nature whatsoever that are or may be withheld or assessed by the
Dutch tax authorities or any political subdivision thereof or therein.
TAXES ON INCOME AND CAPITAL GAINS
A holder of an ING Perpetual Debt Security who derives income from such ING
Perpetual Debt Security, or who realizes a gain on the disposal or redemption of
an ING Perpetual Debt Security, will not be subject to Dutch taxation on income
or capital gains, unless:
- such income or gain is attributable to an enterprise or deemed enterprise
or part thereof which is carried on through a permanent establishment or
a permanent representative in The Netherlands;
- the holder is an individual who has a substantial interest, whether
deemed or actual, in ING Groep N.V.;
- the holder is an individual who is associated (as defined in articles
3.91(2)(b), (3) and 3.92(2)(b), (3) of the Income Tax Act of 2001) with
another individual who has a substantial interest in ING Groep N.V.;
- the holder is an individual, and such income or gain is attributable to
his or her activities in The Netherlands, other than business or
employment activities ("belastbaar resultaat uit overige werkzaamheden in
Nederland");
- the holder performs or has performed employment activities in The
Netherlands, or performs or has performed employment activities outside
The Netherlands for remuneration that is subject to Netherlands payroll
tax, and for which employment activities the ING Perpetual Debt
Securities are (partly) granted as remuneration; or
- the holder is an entity that has a substantial interest in ING Groep
N.V., which substantial interest does not form part of the assets of an
enterprise.
GIFT, ESTATE OR INHERITANCE TAX
There will be no Dutch gift, estate or inheritance taxes levied on the
transfer of an ING Perpetual Debt Security by way of gift by a holder, or upon
the death of a holder, unless:
- the transfer is construed as an inheritance or as a gift made by or on
behalf of a person who, at the time of the gift or death, is, or is
deemed to be, resident in The Netherlands;
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- such ING Perpetual Debt Security is attributable to an enterprise or part
thereof which is carried on through a permanent establishment or a
permanent representative in The Netherlands; or
- if, in the case of a gift of ING Perpetual Debt Securities by a natural
person who -- at the date of the gift -- was neither resident nor deemed
to be resident in The Netherlands, such natural person takes up or is
deemed to take up residence in The Netherlands and dies within 180 days
after the date on which the gift was given.
VALUE-ADDED TAX
No value-added tax will be due in The Netherlands in respect of payments
made in consideration for the issue of the ING Perpetual Debt Securities,
whether in respect of payments of interest and principal or in respect of the
transfer of an ING Perpetual Debt Security.
OTHER TAXES
There will be no registration tax, capital transfer tax, customs duty,
stamp duty, property transfer tax or any other similar tax or duty due in The
Netherlands in respect of or in connection with the issue, transfer, execution,
delivery and enforcement by legal proceedings of the ING Perpetual Debt
Securities or the performance of our obligations under the relevant documents.
However, capital tax will be payable by us upon the issue of our Ordinary Shares
to the trustee or its agent on the basis of the Alternative Interest
Satisfaction Mechanism.
RESIDENCY
A holder of an ING Perpetual Debt Security will not become, and will not be
deemed to be, resident in The Netherlands by the sole virtue of holding such ING
Perpetual Debt Security or the execution, performance, delivery and/or
enforcement of the relevant documents.
PROPOSED EUROPEAN UNION SAVINGS DIRECTIVE
On July 18, 2001, the European Commission published a proposal for a new
directive regarding the taxation of savings income. It is proposed that each
European Union Member State, which we refer to as a Member State, under its
domestic law requires disbursing agents (within the meaning of the directive)
established within its territory to provide to the tax authorities of another
Member State details of the payment of interest or other similar income such as
discount or premium to an individual resident in that other Member State.
However, for a transitional period of seven years, Austria, Belgium and
Luxembourg may opt instead to withhold tax from such payments. During the first
three years after the directive comes into force, tax will have to be withheld
by these Member States at a rate of 15% and thereafter at 20%. The proposed
directive is to be implemented by the Member States by January 1, 2004. However,
since the implementation of the proposal is subject to certain non-Member States
and associated territories and dependencies of Member States also agreeing to
supply information or imposing a withholding tax, it is currently not possible
to predict whether, when, or in what form the proposal will ultimately be
adopted.
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UNDERWRITING
Subject to the terms and conditions set forth in an Underwriting Agreement,
dated , 2002, we have agreed to sell to each of the Underwriters
named below, and each of the Underwriters, for whom Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and ING Financial
Markets LLC are acting as Representatives, has severally agreed to purchase the
aggregate principal amount of ING Perpetual Debt Securities set forth opposite
the name of such Underwriter below. The Underwriters can be reached at any of
the following addresses: c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated,
4 World Financial Center, New York, New York 10080; Morgan Stanley & Co.
Incorporated; 1585 Broadway, New York, New York 10036; or c/o ING Financial
Markets LLC, 1325 Avenue of the Americas, New York, New York 10017. In the
Underwriting Agreement, the several Underwriters have agreed, subject to the
terms and conditions set forth in the Underwriting Agreement, to purchase all
the ING Perpetual Debt Securities offered hereby if any of the ING Perpetual
Debt Securities are purchased. If an Underwriter defaults, the Underwriting
Agreement provides that, in certain circumstances, the purchase commitments of
the non-defaulting Underwriters may be increased or the Underwriting Agreement
may be terminated.
PRINCIPAL
AMOUNT OF ING
PERPETUAL DEBT
UNDERWRITERS SECURITIES
------------ --------------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................... $
Morgan Stanley & Co. Incorporated...........................
ING Financial Markets LLC ..................................
Prudential Securities Incorporated..........................
Salomon Smith Barney Inc. ..................................
UBS Warburg LLC.............................................
Wachovia Securities, Inc. ..................................
BNP Paribas Securities Corp. ...............................
J.P. Morgan Securities, Inc. ...............................
------------
Total.......................................... $
============
The Underwriters propose initially to offer the ING Perpetual Debt
Securities to the public at the initial public offering price set forth on the
cover page of this prospectus supplement, and to certain dealers at such price
less a concession not in excess of % of the principal amount thereof;
provided that such concession for sales of $250,000 or more aggregate principal
amount of ING Perpetual Debt Securities to a single purchaser will not be in
excess of % of the principal amount thereof. The Underwriters may allow, and
those dealers may reallow, a concession not in excess of % of the principal
amount thereof to certain other dealers. After the initial offering, the public
offering price and other selling terms may from time to time be varied by the
representatives.
If the Underwriters sell more ING Perpetual Debt Securities than the total
principal amount set forth in the table above, the Underwriters have an option
to buy up to an additional $ to cover such sales. They may exercise
that option for 30 days. To the extent that the Underwriters exercise this
option, the Underwriters will severally purchase ING Perpetual Debt Securities
in approximately the same proportion as set forth in the table above.
Application has been made to list the ING Perpetual Debt Securities on the
New York Stock Exchange under the symbol " ." Trading of the ING Perpetual
Debt Securities on the New York Stock Exchange is expected to commence within a
30-day period after the initial delivery of the ING Perpetual Debt Securities.
The Representatives have advised us that they intend to make a market in the ING
Perpetual Debt Securities before the commencement of trading on the New York
Stock Exchange. The Representatives will have no obligation to make a market in
the ING Perpetual Debt Securities, however, and may cease market-making
activities, if commenced, at any time.
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We have agreed not to sell or transfer any ING Perpetual Debt Securities or
any perpetual security substantially similar to the ING Perpetual Debt
Securities for 30 days after the date of this prospectus supplement without
first obtaining the prior written consent of the Representatives. Specifically,
we have agreed not to, directly or indirectly, sell, offer to sell, grant any
option to sell or otherwise dispose of any ING Perpetual Debt Securities, or any
security substantially similar to the ING Perpetual Debt Securities, other than
pursuant to this prospectus supplement.
In connection with the issuance of the ING Perpetual Debt Securities, the
Underwriters may engage in transactions that stabilize, maintain or otherwise
affect the price of the ING Perpetual Debt Securities. Specifically, the
Underwriters may overallot the offering, creating a syndicate short position. In
addition, the Underwriters may bid for and purchase ING Perpetual Debt
Securities in the open market to cover syndicate shorts or to stabilize the
price of the ING Perpetual Debt Securities above independent market levels. The
Underwriters are not required to engage in these activities, and may end any of
these activities at any time.
Each Underwriter has agreed that:
- it has not offered or sold and before the date six months after the date
of issue of the ING Perpetual Debt Securities will not offer or sell any
ING Perpetual Debt Securities to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments, as principal or agent, for the
purposes of their businesses or otherwise in circumstances that have not
resulted and will not result in an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations
1995;
- it has complied and will comply with all the applicable provisions of the
Financial Services and Markets Act 2000, or FSMA, of Great Britain with
respect to anything done by it in relation to the ING Perpetual Debt
Securities in, from or otherwise involving the United Kingdom;
- it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the
FSMA) received by it in connection with the issue or sale of the ING
Perpetual Debt Securities or any investments representing the ING
Perpetual Debt Securities (including without limitation the registration
statement registering the ING Perpetual Debt Securities, the accompanying
prospectus and this prospectus supplement) in circumstances in which
Section 21(1) of the FSMA does not apply to it;
- it has not offered or sold and will not offer or sell in Hong Kong, by
means of any document, any ING Perpetual Debt Securities other than (i)
to persons whose ordinary business it is to buy or sell shares or
debentures (whether as principal or agent) or (ii) in circumstances which
do not constitute an offer to the public within the meaning of the
Companies Ordinance (Cap. 32) of Hong Kong; and unless permitted to do so
under the securities laws of Hong Kong, it has not issued, or had in its
possession for the purposes of issue, and will not issue, or have in its
possession for the purposes of issue, any advertisement, invitation or
document relating to the ING Perpetual Debt Securities other than with
respect to ING Perpetual Debt Securities intended to be disposed of to
persons outside Hong Kong or to be disposed of in Hong Kong only to
persons whose business involves the acquisition, disposal or holding of
securities, whether as principal or agent;
- the ING Perpetual Debt Securities shall exclusively be offered to natural
or legal persons who are established, domiciled or have their residence
(collectively, "are resident") outside The Netherlands and, accordingly,
not to persons who are resident in The Netherlands. We have filed a
statement with The Netherlands Authority Financial Markets (Autoriteit
Financiele Markten) that the offering of the ING Perpetual Debt
Securities, each announcement thereof and this prospectus supplement
comply with the laws and regulations of any state or country where the
persons to whom the offer is made are resident; and
- with respect to any other jurisdiction outside of the United States, it
has not offered or sold and will not offer or sell any of the ING
Perpetual Debt Securities in any jurisdiction, except under
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circumstances that resulted in or will result in compliance with the
applicable rules and regulations of such jurisdiction.
This prospectus supplement has not been and will not be registered as a
prospectus with the Monetary Authority of Singapore under the Securities and
Futures Act 2001 (Act 42 of 2001) of Singapore (the "Securities and Futures
Act") and the ING Perpetual Debt Securities are offered by us pursuant to
exemptions invoked under Section 274 and Section 275 of the Securities and
Futures Act. Accordingly, each of the Underwriters has severally represented and
agreed that the ING Perpetual Debt Securities may not be offered or sold or be
made the subject of an invitation for subscription or purchase, nor may this
prospectus supplement or any other document or material in connection with the
offer or sale, or invitation for subscription or purchase, of the ING Perpetual
Debt Securities be circulated or distributed, whether directly or indirectly, to
the public or any member of the public in Singapore other than (a) to an
institutional investor or other person specified in Section 274 of the
Securities and Futures Act, (b) to a sophisticated investor as defined in
Section 275 of the Securities and Futures Act, and in accordance with the
conditions specified in Section 275 of the Securities and Futures Act or (c)
otherwise pursuant to, and in accordance with the conditions of, any other
applicable provisions of the Securities and Futures Act.
Before the offering, there has been no public market for the ING Perpetual
Debt Securities. In order to meet the requirements for listing the ING Perpetual
Debt Securities on the New York Stock Exchange, the Underwriters will undertake:
- to ensure that there will be not less than 1,000,000 publicly-held ING
Perpetual Debt Securities;
- to ensure that the aggregate market value of the ING Perpetual Debt
Securities will be not less than $4,000,000; and
- to sell lots of 100 or more ING Perpetual Debt Securities to a minimum of
400 beneficial holders.
Pursuant to Rule 2810 of the NASD, no NASD member will execute transactions
in any discretionary account without the prior specific written approval of the
customer. We have agreed to indemnify the Underwriters against, or contribute to
payments that the Underwriters may be required to make in respect of, certain
liabilities, including liabilities under the Securities Act of 1933.
The Underwriters and/or their affiliates have provided investment banking,
commercial banking and financial advisory services to us or our affiliates in
the past, for which they have received customary compensation and expense
reimbursement, and may do so again in the future. ING Financial Markets LLC, our
subsidiary, is participating in this offering of ING Perpetual Debt Securities
as an Underwriter.
It is expected that delivery of the ING Perpetual Debt Securities will be
made against payment therefor on or about the date specified in the last
paragraph of the cover page of this prospectus supplement, which will be the
fifth business day following the date of pricing of the ING Perpetual Debt
Securities (such settlement cycle being herein referred to as "T+5"). Trades in
the secondary market generally are required to settle in three business days,
unless the parties to any such trade expressly agree otherwise. Accordingly,
purchasers who wish to trade ING Perpetual Debt Securities on the date of
pricing or the next business day will be required, by virtue of the fact that
the ING Perpetual Debt Securities initially will settle in T+5, to specify an
alternate settlement cycle at the time of any such trade to prevent a failed
settlement. Purchasers of ING Perpetual Debt Securities who wish to trade
certificates on the date of pricing or the next business day should consult
their own advisors.
VALIDITY OF THE SECURITIES
Sullivan & Cromwell, New York, New York, our U.S. counsel, and Davis Polk &
Wardwell, U.S. counsel for the Underwriters, will pass on the validity of the
ING Perpetual Debt Securities with respect to U.S. law. De Brauw Blackstone
Westbroek N.V., Amsterdam, The Netherlands, will pass on certain matters
relating to the ING Perpetual Debt Securities under Dutch law. KPMG Meijburg &
Co., Amsterdam, The Netherlands, will pass on certain Dutch tax matters for us.
Sullivan & Cromwell and Davis Polk & Wardwell may rely upon the opinion of De
Brauw Blackstone Westbroek N.V. with respect to all matters of Dutch law.
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$ ,000,000
[ING LOGO]
ING GROEP N.V.
% ING PERPETUAL DEBT SECURITIES
-----------------------------------------
PROSPECTUS SUPPLEMENT
-----------------------------------------
ING FINANCIAL MARKETS
MERRILL LYNCH & CO.
MORGAN STANLEY
PRUDENTIAL SECURITIES
SALOMON SMITH BARNEY
UBS WARBURG
WACHOVIA SECURITIES
BNP PARIBAS
JPMORGAN
, 2002
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