SECURITIES AND EXCHANGE COMMISSION 2691
Washington, D.C. 20549
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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 1 of 16
Exhibit Index at Page 10
Part I
Item I. Business.
Not applicable pursuant to the letter of William E. Morley, Chief
Counsel-Associate Director (Legal), of the Staff of the
Securities and Exchange Commission ("SEC") to Ms. Carol Jameson
of Kaye, Scholer, Fierman, Hays and Handler, dated January 17,
1990 (the "SEC No-Action Letter").
Item 2. Properties.
See Exhibits 1(a) and 1(b): Annual Statements
as to Compliance
Item 3. Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security
Holders.
None.
Page 2 of 16
Part II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters.
a. There is no established public trading
market for Registrant's Senior
Certificates.
b. As to Registrant's Class A-1 Senior
Certificates, there are four holders of
record; as to Registrant's Class A-2
Senior Certificates, there is one holder
of record.
Item 6. Selected Financial Data.
Not applicable pursuant to the SEC No-Action Letter.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operation.
Not applicable pursuant to the SEC No-Action Letter.
Item 8. Financial Statements and Supplementary Data.
See Exhibit 2: Independent Accountant's
Annual Report.
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
None.
Page 3 of 16
Part III
Item 10. Directors and Executive Officers of the
Registrant.
Not applicable pursuant to the SEC No-Action Letter.
Item 11. Executive Compensation.
Not applicable pursuant to the SEC No-Action Letter.
Item 12. Security Ownership of Certain Beneficial
Owners and Management.
a. Holder of record of more than five
percent of Registrant's Class A-1
Senior Certificates:
CEDE & CO.
c/o Depository Trust Company
Attn: Dividend Announcements
7 Hanover Square, 22nd Floor
New York, New York 10004
Percent of class owned: 99.9%
b. Holder of record of more than five
percent of Registrant's Class A-2 Senior
Certificates:
CEDE & CO.
c/o Depository Trust Company
Attn: Dividend Announcements
7 Hanover Square, 22nd Floor
New York, New York 10004
Percent of class owned: 100%
Item 13. Certain Relationships and Related
Transactions.
Not applicable pursuant to the SEC No-Action Letter.
Page 4 of 16
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
John A. Fibiger
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
Robert A. Watson 1
Page 5 of 16
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
TRANSAMERICA OCCIDENTAL LIFE
INSURANCE COMPANY
Dated: March ____, 1996 By:
Alan T. Cunningham
Vice President
Page 6 of 16
Signature Title Date
* Investment Officer March 15, 1996
Kent L. Colwell and Director
* President, March 15, 1996
Thomas J. Cusack Chief Executive Officer
and Director
Executive Vice President, March 15, 1996
James W. Dederer General Counsel, Corporate
Secretary and Director
* Chairman March 15, 1996
John A. Fibiger and Director
* Director March 15, 1996
Richard H. Finn
* Executive Vice President, March 15, 1996
David E. Gooding Chief Information Officer
and Director
* Director March 15, 1996
Edgar H. Grubb
* Director March 15, 1996
Frank C. Herringer
* Chief Investment Officer March 15, 1996
Richard N. Latzer and Director
* President, Structured March 15, 1996
Charles E. LeDoyen Settlements Division
and Director
* Senior Vice President, March 15, 1996
Karen MacDonald Corporate Actuary
and Director
Page 7 of 16
* Chief Investment Officer March 15, 1996
Gary U. Rolle' and Director
* President, Life Insurance March 15, 1996
James B. Roszak Division, Chief Marketing
Office and Director
* President, Reinsurance March 15, 1996
William E. Simms Division, and Director
* President, Group Pension March 15, 1996
Nooruddin S. Veerjee Division, and Director
* Director March 15, 1996
Robert A. Watson
* By
James W. Dederer
Attorney-in-Fact
Page 8 of 16
Supplemental Information To Be Furnished With Reports
Filed Pursuant To Section 15 (d) Of The Securities
Exchange Act Of 1934 By Registrants Which Have Not
Registered Securities Pursuant To Section 12 Of The Act
No annual report or proxy material has been sent to the holders of Registrant's
Senior Certificates.
Page 9 of 16
Exhibit Index
Exhibit 1(a) Annual Statement of Compliance sent to
Bankers Trust Company Page 11
Exhibit 1(b) Annual Statement of Compliance sent to
Financial Security Assurance, Inc. Page 12
Exhibit 2 Independent Accountant's Annual Report Page 13
Exhibit 3 Power of Attorney of Robert A. Watson Page 15
Exhibit 4 Power of Attorney of Karen MacDonald Page 16
Page 10 of 16
February 1, 1996
VIA FEDERAL EXPRESS
Mr. Steve Hessler
Assistant Vice President
Bankers Trust Company
Four Albany Street, 7th Floor
New York, New York 10006
Re: Commercial Mortgage Pass-Through Certificate Trust
Created by Transamerica Occidental Life Insurance
Company Under a Pooling and Servicing Agreement dated
as of May 22, 1989; Annual Statement of Compliance of
Transamerica Occidental Life Insurance Company
We, the undersigned, are duly appointed servicing officers of Transamerica
Occidental Life Insurance Company ("TOLIC"), the servicer of the above
referenced Commercial Mortgage Pass-Through Certificate Trust (the "Trust"), and
we each hereby certify as
follows:
1.) A review of the activities of TOLIC as servicer of the Trust during
the period beginning January 1, 1995 and continuing to and including December
31, 1995, and of TOLIC's performance under the Pooling and Servicing Agreement,
dated as of May 22, 1989, between TOLIC and Security Pacific National Trust
Company (New York) (the "Agreement"), as related to the Trust, has been made
under our supervision; and
2. To the best of our knowledge, based on our review, TOLIC has
fulfilled all of its obligations under the Agreement during the period beginning
January 1, 1995 and continuing to and including December 31, 1995, and there has
not been any default on TOLIC's part in the fulfillment of such obligations.
Sincerely,
TRANSAMERICA OCCIDENTAL
LIFE INSURANCE COMPANY
By:_______________________
Sally S. Yamada
Servicing Officer
By:_______________________
Wayne K. Nakano
Servicing Officer
Exhibit 1(a)
Page 11 of 16
February 1, 1996
VIA FEDERAL EXPRESS
Mr. Joshua Brain
Managing Director
Surveillance Department
Financial Security Assurance, Inc.
350 Park Avenue, 12th Floor
New York, New York 10022
Re: Commercial Mortgage Pass-Through Certificate Trust
Created by Transamerica Occidental Life Insurance
Company Under a Pooling and Servicing Agreement dated
as of May 22, 1989; Annual Statement of Compliance of
Transamerica Occidental Life Insurance Company
Dear Mr. Brain:
We, the undersigned, are duly appointed servicing officers of Transamerica
Occidental Life Insurance Company ("TOLIC"), the servicer of the above
referenced Commercial Mortgage Pass-Through Certificate Trust (the "Trust"), and
we each hereby certify as
follows:
1.) A review of the activities of TOLIC as servicer of the Trust during
the period beginning January 1, 1995 and continuing to and including December
31, 1995, and of TOLIC's performance under the Pooling and Servicing Agreement,
dated as of May 22, 1989, between TOLIC and Security Pacific National Trust
Company (New York) (the "Agreement"), as related to the Trust, has been made
under our supervision; and
2.) To the best of our knowledge, based on our review, TOLIC has
fulfilled all of its obligations under the Agreement during the period beginning
January 1, 1995 and continuing to and including December 31, 1995, and there has
not been any default on TOLIC's part in the fulfillment of such obligations.
Sincerely,
TRANSAMERICA OCCIDENTAL
LIFE INSURANCE COMPANY
By:____________________
Sally S. Yamada
Servicing Officer
By:_____________________
Wayne K. Nakano
Servicing Officer
Exhibit 1(b)
Page 12 of 16
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
Page 13 of 16
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.
Los Angeles, California
Page 14 of 16
POWER OF ATTORNEY
The undersigned director of Transamerica Occidental Life Insurance
Company, a California corporation (the "Company"), hereby constitutes and
appoints Aldo Davanzo, James Dederer, Charles E. LeDoyen and David E. Gooding
and each of the (with full power to each of them to act alone), his or her true
and lawful attorney-in-fact and agent, with full power of substitution to each,
for him or her and on his or her behalf and in his or her name, place and stead,
to execute and file the annual report on Form 10-K, pursuant to Section 13 of
the Securities and Exchange Act of 1934, with respect to the Senior Commercial
Mortgage Pass-Through Certificates, Series 1989-1, File no. 33-23781, created by
Transamerica Occidental Life Insurance Company under a Pooling and Servicing
Agreement dated as of May 22, 1989, with all exhibits and all instruments
necessary or appropriate in connection therewith, each of said empowered to act
with or without the others or other, and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned each and every
act and thing requisite and necessary or appropriate with respect thereto to be
done in and about the premises in order to effectuate the same, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or any of
them, may do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand,
this ______ day of January, 1996.
-----------------------------
Robert A. Watson
Exhibit 3
Page 15 of 16
POWER OF ATTORNEY
The undersigned director of Transamerica Occidental Life Insurance
Company, a California corporation (the "Company"), hereby constitutes and
appoints Aldo Davanzo, James Dederer, Charles E. LeDoyen and David E. Gooding
and each of the (with full power to each of them to act alone), his or her true
and lawful attorney-in-fact and agent, with full power of substitution to each,
for him or her and on his or her behalf and in his or her name, place and stead,
to execute and file the annual report on Form 10-K, pursuant to Section 13 of
the Securities and Exchange Act of 1934, with respect to the Senior Commercial
Mortgage Pass-Through Certificates, Series 1989-1, File no. 33-23781, created by
Transamerica Occidental Life Insurance Company under a Pooling and Servicing
Agreement dated as of May 22, 1989, with all exhibits and all instruments
necessary or appropriate in connection therewith, each of said empowered to act
with or without the others or other, and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned each and every
act and thing requisite and necessary or appropriate with respect thereto to be
done in and about the premises in order to effectuate the same, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or any of
them, may do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand,
this ______ day of January, 1996.
-----------------------------
Karen MacDonald
Exhibit 4
Page 16 of 16
