FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 12, 1996
Trans Ocean Container Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware 33-74198 94-155379
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
851 Traeger Avenue, San Bruno, CA 94066
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (415) 871-6600
(Former Name or Former Address, if Changed Since Last Report)<PAGE>
Item 5. Other Events.
On November 12, 1996, Transamerica Finance Corporation, an
affiliate of Trans Ocean Container Corporation (the "Regis-
trant") and an indirect wholly-owned subsidiary of the indirect
parent corporation of the Registrant, executed and delivered to
the trustee (the "Trustee") under the indenture (the "Inden-
ture") governing the Registrant's 12-1/4% Senior Subordinated
Notes due 2004 (the "Notes") an unconditional guarantee of the
due and punctual payment of the principal of and any premium
and interest on the Notes. Following execution of such guaran-
tee, Moody's Investors Service and Standard & Poor's upgraded
their ratings of the Notes to A2 and A+, respectively.
On November 14, 1996, the Registrant began a solicitation
(the "Solicitation") of consents (the "Consents") from holders
as of the close of business on November 12, 1996 of the Notes
to effect certain amendments to the Indenture to release the
Registrant from its obligations under certain covenants con-
tained in the Indenture. The Solicitation expired at 5:00
p.m., New York City time, on November 26, 1996 (the "Expiration
Date"). Prior to the Expiration Date, a sufficient number of
Consents were obtained to permit effectuation of certain of the
amendments for which Consents were sought, including the
amendment which has the effect of releasing the Registrant from
its obligations to file with the Securities and Exchange Com-
mission (the "Commission") and the Trustee and to distribute to
holders of the Notes reports required to be filed with the Com-
mission pursuant to Sections 13 and 15 of the Securities Ex-
change Act of 1934, as amended (the "Exchange Act"), whether or
not the Registrant has a class of securities registered under
the Exchange Act. On November 14, 1996, the Registrant issued
a press release relating to the Solicitation. A copy of the
press release is attached as Exhibit 2 hereto and is incor-
porated herein by reference.
On November 25, 1996, the Registrant and the Trustee ex-
ecuted a First Supplemental Indenture (the "First Supplemental
Indenture") to the Indenture to effect the proposed amendments
to the Indenture for which a sufficient number of
Consents were obtained. A copy of the First Supplemental
Indenture is attached as Exhibit 2 hereto and is incorporated
herein by reference, and the description of and all references
to the First Supplemental Indenture are qualified in their
entirety by reference to such First Supplemental Indenture.<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
1. Press Release of Trans Ocean Container Corporation,
dated November 14, 1996.
2. First Supplemental Indenture, dated as of November
25, 1996, by and between Trans Ocean Container Corpo-
ration and Fleet Bank, National Association, as
trustee.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
TRANS OCEAN CONTAINER
CORPORATION
Date: December 9, 1996 By: /s/ Dennis J. Kenny
Name: Dennis J. Kenny
Title: Vice President and
General Counsel<PAGE>
EXHIBIT INDEX
Exhibit Sequential
No. Description Page Number
------- ----------- -----------
1. Press Release of Trans Ocean Corporation,
dated November 14, 1996.
2. First Supplemental Indenture, dated as of
November 25, 1996, by and between Trans
Ocean Container Corporation and Fleet Bank,
National Association, as trustee.
EXHIBIT 1
For Release: IMMEDIATELY
Contacts,
Press --
William H. McClave
(415) 983-4087
Investment Community--
Ronald C. Petrunoff
(415) 983-5503
Transamerica Web Site
http://www.transamerica.com
TRANS OCEAN CONSENT SOLICITATION
PURCHASE, NEW YORK -- (November 14, 1996) -- Trans Ocean Con-
tainer Corporation, an indirect subsidiary of Transamerica Corpo-
ration, announced that it is soliciting consents from the holders
as of the close of business on November 12, 1996 of its 12-1/4%
Senior Subordinated Notes due 2004 to release Trans Ocean from
its obligations under certain covenants contained in the Inden-
ture governing the Notes. The expiration date for holders to
deliver consents is 5:00 p.m., New York City time, November 26,
1996, unless extended.
Trans Ocean has agreed to pay holders who deliver properly com-
pleted, executed and dated consents to Georgeson & Co., Inc., the
Information Agent, prior to the expiration date a consent pay-
ment of $1.25 per $1,000 principal amount of Notes to which the
consents relate. The right to receive such a consent payment is
contingent upon sufficient consents being obtained to give effect
to the proposed amendments to the Indenture and upon satisfaction
of the conditions described in the Consent Solicitation State-
ment, dated November 14, 1996, of Trans Ocean.
Trans Ocean also announced that on November 12, 1996 Transamerica
Finance Corporation, also a subsidiary of Transamerica Corpora-
tion, unconditionally guaranteed Trans Ocean's payment of the
principal of and any premium and interest on the Notes.
Following execution of the guarantee, Moody's Investors Service
and Standard & Poor's upgraded their ratings of the Notes to A2
and A+, respectively.
Questions concerning the solicitation should be directed to Gold-
man, Sachs & Co., the Solicitation Agents, at (800) 828-3128
(toll free). For additional copies of the Consent Solicitation
Statement or the Consent, holders should contact the Information
Agent at (212) 440-9800 (collect) or (1-800) 223-2064 (toll
free).
EXHIBIT 2
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (the "First Supple-
mental Indenture") is made as of the 25th day of November,
1996, between Trans Ocean Container Corporation, a Delaware
corporation (the "Company"), and Fleet Bank, National
Association, as trustee (the "Trustee").
RECITALS
WHEREAS, the Company and the Trustee heretofore ex-
ecuted and delivered an Indenture, dated as of June 20, 1994,
(the "Indenture"); and
WHEREAS, pursuant to the Indenture, the Company is-
sued and the Trustee authenticated and delivered $75,000,000
aggregate principal amount of the Company's 12 1/4% Senior
Subordinated Notes due 2004 (the "Notes"); and
WHEREAS, the Company has become an indirect wholly-
owned subsidiary of Transamerica Corporation, a Delaware cor-
poration ("Transamerica"), upon the merger of Citation Sub
Corp., a Delaware corporation and a wholly-owned subsidiary of
Transamerica ("Sub Corp"), with and into Trans Ocean Ltd., a
Delaware corporation of which the Company is a wholly-owned
direct subsidiary ("TOL"), pursuant to the Agreement and Plan
of Merger, dated as of July 24, 1996, as amended, by and among
Transamerica, TOL, Sub Corp, Greer M. Arthur, Marvin D. Dennis,
in his individual capacity and as trustee, and Nancy A. Dennis,
as trustee; and
WHEREAS, Section 9.02 of the Indenture provides that
with the consent of the Holders of at least a majority in ag-
gregate principal amount of the outstanding Notes (the "Requi-
site Consents"), the Indenture may be supplemented to effect
certain amendments (the "Proposed Amendments") to the
Indenture; and
WHEREAS, the Company has obtained the Requisite Con-
sents to supplement the Indenture to effect the Proposed Amend-
ments; and
WHEREAS, this First Supplemental Indenture has been
duly authorized by all necessary corporate action on the part
of the Company;
NOW, THEREFORE, the Company hereby covenants and
agrees with the Trustee for the equal and proportionate benefit
of all Holders of the Notes, as follows:<PAGE>
SECTION I. Amendments. The Indenture is hereby
amended by deleting Sections 7.04, 8.01, 10.09, 10.11, 10.12,
10.13, 10.14, 10.15, 10.16, 10.17, 10.18, 10.19, 10.20 and
10.21 thereof in their respective entireties and deleting all
references to such Sections in the Indenture. The Company is
hereby released from its obligations under Sections 7.04, 8.01,
10.09, 10.11, 10.12, 10.13, 10.14, 10.15, 10.16, 10.17, 10.18,
10.19, 10.20 and 10.21 of the Indenture and failure to perform
any of such obligations shall no longer be deemed to be an
Event of Default under the Indenture.
SECTION II. Effect of First Supplemental Indenture.
Upon the execution and delivery of this First Supplemental In-
denture by the Company and the Trustee, the Indenture shall be
supplemented in accordance herewith, and this First Supplemen-
tal Indenture shall form a part of the Indenture for all pur-
poses, and every Holder of Notes heretofore or hereafter au-
thenticated and delivered under the Indenture shall be bound
thereby; provided, however, that Section I hereof shall become
operative upon the satisfaction (or waiver by the Company) of
the General Conditions, as such term is defined in the Consent
Solicitation Statement, dated November 14, 1996, that was pro-
vided to Holders of Notes in connection with the Company's So-
licitation of consents by such Holders to the Proposed Amend-
ments.
SECTION III. Indenture Remains in Full Force and Ef-
fect. Except as supplemented hereby, all provisions in the
Indenture shall remain in full force and effect.
SECTION IV. Indenture and First Supplemental Inden-
ture Construed Together. This First Supplemental Indenture is
an indenture supplemental to and in implementation of the In-
denture, and the Indenture and this First Supplemental Inden-
ture shall henceforth be read and construed together.
SECTION V. Confirmation and Preservation of Inden-
ture. The Indenture as supplemented by this First Supplemental
Indenture is in all respects confirmed and preserved.
SECTION VI. Conflict with Trust Indenture Act. If
any provision of this First Supplemental Indenture limits,
qualifies or conflicts with any provision of the Trust Inden-
ture Act or another provision which is required or deemed to be
included in this First Supplemental Indenture by any of the
provisions of the Trust Indenture Act, such provision or re-
quirement shall control.
SECTION VII. Separability Clause. In case any pro-
vision in this First Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforce-
ability of the remaining provisions shall not in any way be
affected or impaired thereby.<PAGE>
SECTION VIII. Terms Defined in the Indenture. All
capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Indenture.
SECTION IX. Effect of Headings. The Article and
Section headings herein are for convenience only and shall not
affect the construction hereof.
SECTION X. Benefits of First Supplemental Indenture,
Etc. Nothing in this First Supplemental Indenture, the Inden-
ture or the Notes, express or implied, shall give to any Per-
son, other than the parties hereto and thereto and their suc-
cessors hereunder and thereunder and the Holders of Notes, any
benefit of any legal or equitable right, remedy or claim under
the Indenture, this First Supplemental Indenture or the Notes.
SECTION XI. Successors and Assigns. All covenants
and agreements in this First Supplemental Indenture by the Com-
pany and the Trustee shall bind their respective successors and
assigns.
SECTION XII. Trustee Not Responsible for Recitals.
The recitals contained herein shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for
their correctness.
SECTION XIII. Certain Duties and Responsibilities of
the Trustee. In entering into this First Supplemental Inden-
ture, the Trustee shall be entitled to the benefit of every
provision of the Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee,
whether or not elsewhere herein so provided.
SECTION XIV. Governing Law. This First Supplemental
Indenture shall be governed by, and construed in accordance
with, the laws of the State of New York (without giving effect
to the conflicts of laws principles thereof).
SECTION XV. Counterparts. This First Supplemental
Indenture may be executed in any number of counterparts, each
of which shall be an original; but such counterparts shall to-
gether constitute but one and the same instrument.<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused
this First Supplemental Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
TRANS OCEAN CONTAINER CORPORATION
By: /s/ Edward T. Mann
Title: Vice President and Treasurer
Attest:
/s/ Harold B. Aspis
Title: Secretary
FLEET NATIONAL BANK, as Trustee
By: /s/ Steven Cimalore
Title: Vice President
