SECURITIES AND EXCHANGE COMMISSION
2691
Washington, D.C. 20549
------
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 33-23781
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
California 95-1060502
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification
No.)
1150 South Olive Street, Los Angeles California 90015
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (213)742-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class registered
Class A-1 NOT APPLICABLE
Class A-2 NOT APPLICABLE
Securities registered pursuant to Section 12(g) of the Act:
Senior Commercial Mortgage Pass-Through Certificates, Series
1989-1
(Title of class)
(Title of class)
Indicate by check mark whether the registrant (1) has
filed all
reports required to be filed by Section 13 or 15(d) of the
Securities
Exchange Act of 1934 during the preceding 12 months (or for
such
shorter period that the registrant was required to file such
reports),
and (2) has been subject to such filing requirements for the
past 90
days. Yes X No
<PAGE>
Part IV
Item. 14. Exhibits, Financial Statement Schedules, and
Reports on Form 10-K.
Exhibit 1(a): Annual Statement of Compliance
sent to Bankers Trust Company.
Exhibit 1(b): Annual Statement of Compliance
sent to Financial Security
Assurance, Inc. 1
Exhibit 2: Independent Accountant's Annual
Report.1
Exhibit 3: Powers of Attorney:
Thomas J. Cusack 5
Kent L. Colwell 2
John A. Fibiger 3
Richard H. Finn 3
David E. Gooding 2
Edgar H. Grubb 2
Frank C. Herringer 2
Richard N. Latzer 2
Charles E. LeDoyen 2
Karen MacDonald 1
Gary U. Rolle' 2
James B. Roszak 2
William E. Simms 2
Nooruddin S. Veerjee 4
Robert A. Watson 1
1 Filed herewith.
2 Incorporated by reference to Exhibit 3 of Annual Report on Form 10-K of
Transamerica Occidental Life Insurance Company, File No. 33-23781
(March 28, 1991).
3 Incorporated by reference to Exhibit 3 of Annual Report on
Form 10-K of Transamerica Occidental Life Insurance Company, File No. 33-23781
(March 27, 1992).
4 Incorporated by reference to Exhibit 3 of Annual Report on
Form 10-K of Transamerica Occidental Life Insurance Company, File No. 33-23781
(March 30, 1993).
5 Incorporated by reference to Exhibit 3 of Annual Report on
Form 10-K of Transamerica Occidental Life Insurance Company, File No. 33-23781
(March 17, 1994).
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of
the Securities Exchange Act of 1934, the Registrant has duly caused this
amendment to Form 10-K report to be signed on its behalf by the undersigned,
thereunto duly authorized.
TRANSAMERICA OCCIDENTAL LIFE
INSURANCE COMPANY
Dated: March 15, 1996
By:
Alan T. Cunningham
Vice President
Page 6 of 16
<PAGE>
Ernst & Young LLP 515 South Flower Street, Los Angeles, California 90071
Phone (213) 977-3200
Fax (213) 977-3756
February 14, 1996
Transamerica Occidental Life Insurance Company
Los Angeles, California
Bankers Trust Company
New York, New York
Financial Security Assurance, Inc.
New York, New York
We have audited the combined balance sheet of Transamerica Life Companies as of
December 31, 1995, and the related statements of income, changes in shareholder
s equity, and cash flows for the year then ended, and have issued our report
thereon dated February 14, 1996. Our audit was made in accordance with generally
accepted auditing standards and, accordingly, included such tests of the
accounting records and such other auditing procedures as we considered necessary
in the circumstances.
In addition to the audit referred to above and pursuant to Section 3.18 of the
Pooling and Servicing Agreement (the Agreement ) dated May 22, 1989 between
Transamerica Occidental Life Insurance Company (the Seller and Servicer ) and
Bankers Trust Company (the successor to Bank America National Trust Company)
(the Trustee ), we have performed specific procedures as described herein. We
have not performed any procedures, except those described below, related to
those Mortgage Loans serviced by sub-servicers which, since January 1, 1995, has
been all of the mortgage loans subject to the Agreement. The specific procedures
performed by us are described below.
Terms used but not defined herein shall have the meaning given to them in the
Agreement or in Amendment No. 3 to Form S-11 Registration Statement under the
Securities Act of 1933, dated June 6, 1989, related to the Seller s Senior
Commercial Mortgage Pass-Through Certificates, Series 1989-1.
1. With respect to the eight full prepayments received during the period
from January 1, 1995 to December 31, 1995, we determined that:
a. The full prepayment was accurately calculated as to principal and
interest by recalculating the loan s amortization schedule included in the
mortgage loan contract.
b. The full prepayment was remitted to the Trustee on a timely basis.
2. We observed the Servicer s procedures for monitoring delinquent monthly
payments, identifying defaults, and arranging for substitutions of other
qualifying mortgage loans or eligible investments as required by the Agreement.
3. Except for the calculations in the Mortgage Payments Reports, included
in the Distribution Date Statements, we tested, without exception, the
calculations made by the Servicer in connection with the preparation of the
March 31, June 30, and December 31, 1994 Distribution Date Statements.
Exhibit 2
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In connection with our audit referred to in the first paragraph of this letter
and the specific procedures described above, nothing came to our attention that,
in our opinion, would be required to be reported pursuant to Section 3.18 of the
Agreement.
It should be understood that we make no representations regarding questions of
legal interpretation or the sufficiency for your purposes of the foregoing
procedures.
This letter is solely for the information of the addressees and it is not to be
used, circulated, quoted or otherwise referred to for any other purpose,
including but not limited to, the registration, purchase or sale of securities,
nor is it to be referred to in whole or in part in any document without our
prior written consent.
Ernst & Young LLP
Los Angeles, California
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