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SECURITIES AND EXCHANGE COMMISSION 2691
Washington, D.C. 20549
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FORM 10-K
(Mark One)
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|X | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ---- EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996 ---- | | 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
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(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 15
Exhibit Index at Page 10
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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 15
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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 15
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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 15
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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. 1
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: 1
Robert Abeles 1
Thomas J. Cusack 5
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 6
Gary U. Rolle' 2
James B. Roszak 2
William E. Simms 2
Nooruddin S. Veerjee 4
Robert A. Watson 6
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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).
Page 5 of 15
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6 Incorporated by reference to Exhibit 3 of Annual Report on
Form 10-K of Transamerica Occidental Life Insurance
Company, File No. 33-23781 (March 15, 1996)
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 Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.
TRANSAMERICA OCCIDENTAL LIFE
INSURANCE COMPANY
Dated: March 26, 1997 By:
David M. Goldstein
Vice President
Page 6 of 15
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<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
* Executive Vice President and March 15, 1997
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Robert Abeles Chief Financial Officer
* President, March 15, 1997
Thomas J. Cusack Chief Executive Officer
and Director
Executive Vice President, March 15, 1997
James W. Dederer General Counsel, Corporate
Secretary and Director
* Chairman March 15, 1997
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John A. Fibiger and Director
* Director March 15, 1997
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Richard H. Finn
* Executive Vice President, March 15, 1997
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David E. Gooding Chief Information Officer
and Director
* Director March 15, 1997
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Edgar H. Grubb
* Director March 15, 1997
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Frank C. Herringer
* Chief Investment Officer March 15, 1997
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Richard N. Latzer and Director
* President, Structured March 15, 1997
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Charles E. Le Doyen Settlements Division
and Director
* Senior Vice President, March 15, 1997
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Karen MacDonald Corporate Actuary
and Director
* Chief Investment Officer March 15, 1997
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Gary U. Rolle' and Director
* President, Life Insurance March 15, 1997
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James B. Roszak Division, Chief Marketing
Office and Director
Page 7 of 15
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* President, Reinsurance March 15, 1997
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William E. Simms Division, and Director
* President, Group Pension March 15, 1997
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Nooruddin S. Veerjee Division, and Director
* Director March 15, 1997
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Robert A. Watson
* By
James W. Dederer
Attorney-in-Fact
</TABLE>
Page 8 of 15
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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 15
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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 Abeles Page 15
Page 10 of 15
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February 1, 1997
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, 1996 and continuing to and
including December 31, 1996, 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, 1996 and continuing to and including December 31, 1996, 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:_______________________
Virginia Wilson
Servicing Officer
Exhibit 1(a)
Page 11 of 15
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February 1, 1997
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, 1996 and continuing to and
including December 31, 1996, 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, 1996 and continuing to and including December 31, 1996, 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:_____________________
Virginia Wilson
Servicing Officer
Exhibit 1(b)
Page 12 of 15
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February 12, 1997
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, 1996, 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 12, 1997. Our audit was made in accordance
with generally accepted auditiing 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 BankAmerica 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 full prepayment received during the period
from January 1, 1996 to December 31, 1996, we determined that:
a. The full prepayment was accurately calculated as to principal
and interest by recalculatiing 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 monitoriing
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
which are 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, 1996 Distribution Date Statements,
except for the
following:
Exhibit 2
Page 13 of 15
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a. The December 31, 1996 Distribution Date Statement
Certificate Distributions Report (v) calculation of
Minimum Senior Distribution Short-fall amount, minimum
senior distribution amount reported was $3,669,849. The
correct amount should have been reported as $26,415.
The result did not affect the calculation of the
minimum senior distribution Short-fall.
b. The December 31, 1996 Distribution Date Statement Servicer's
Reimbursement and Receivable Report (vi) determination of the
trust funded expense amount calculation of Distribution
amounts less aggregate amounts payable from balance in
Certificate Account prior to payment of the Trust Fund
Expense amount in accordance with Section 4.04(d)(i) resulted
in zero. The correct amount should have been $715,050. This
did not result in an error in the calculation of the Trust
Fund Expense Amount.
c. The December 31, 1996 Distribution Date Statement
Deficiency Event Determination Report (viii)
determination of the Certificate Principal Balance
after the December 31, 1996 payment was reported as
zero. The correct amount that should have been reported
was $3,643,434. This did not result in an error in the
determination of a deficiency event.
d. The June 30, 1996 Distribution Date Statement
Certificate Distributions Report (v) calculation of
principal distributable by single certificate for the
Class A-1 certificates was reported as $18.04 per
certificate. The correct amount should have been zero.
This did not result in an error to the June 30, 1996
distrbutions.
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 addresses and filing with
regulatory authorities 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
Page 14 of 15
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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. Le Doyen 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 6th day of February,1997.
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Robert Abeles
Exhibit 3
Page 15 of 15
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