SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3 (FINAL AMENDMENT) TO
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
TRANSAMERICA CORPORATION
(Name of Issuer and Person Filing Statement)
8.50% PREFERRED STOCK, SERIES D
(Title of Class of Securities)
89348587
(CUSIP Number of Class of Securities)
Christopher M. McLain
Transamerica Corporation
600 Montgomery Street
San Francisco, California 94111
(415) 983-4000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
Copy to:
Daniel A. Neff, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
October 14, 1994
(Date Tender Offer First Published, Sent or Given to Security
Holders)
Transaction Value* | Amount of Filing Fee*
$166,400,000 | $33,280
* Determined pursuant to Rule 0-11(b)(1). Assumes the purchase of
6,400,000 Depositary Shares each representing a one-twentieth
interest in a share of 8.50% Preferred Stock, Series D Shares at
$26.00 per Depositary Share.
/X/ Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: $33,280
Form or Registration No.: Schedule 13E-4
Filing Party: Transamerica Corporation
Date Filed: October 14, 1994<PAGE>
This Final Amendment amends and supplements the Is-
suer Tender Offer Statement on Schedule 13E-4 originally filed
on October 14, 1994, as amended by Amendment No. 1 filed on
October 19, 1994 and Amendment No. 2 filed on October 31, 1994,
relating to the offer by Transamerica Corporation, a Delaware
Corporation (the "Company"), to purchase up to 6,400,000 de-
positary shares (the "Shares") each representing a one-twen-
tieth interest in a share of its 8.50% Preferred Stock, Series
D, $100 par value, $500 liquidation value, at $26.00 per Share,
upon the terms and subject to the conditions set forth in the
Offer to Purchase dated October 14, 1994 (the "Offer to Pur-
chase"), and the related Letter of Transmittal (which together
constitute the "Offer").
Item 8. Additional Information
Item 8(e) is amended by adding the following para-
graph:
The Offer expired at 12:00 midnight, New York City
time, on Monday, November 14, 1994. The Company accepted
for payment 4,368,608 Shares at a purchase price of $26.00
per Share. The Company announced the final results of the
Offer in a press release dated November 23, 1994, which is
attached hereto as Exhibit (a)(10), and incorporated
herein by reference.
Item 9. Material to be Filed as Exhibits
Item 9 is amended by adding the following exhibit:
(a)(10) Text of press release dated November 23, 1994.<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
TRANSAMERICA CORPORATION
November 23, 1994 By: /s/ Robert R. Lindberg
Robert R. Lindberg
Vice President and Treasurer<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
(a) (10) Form of Press Release, dated November 23, 1994.
Exhibit (a)(10)
Contacts:
Press --
William H. McClave
(415) 983-4087
Investment Community --
Dennis W. Markus
(415) 983-5503
TRANSAMERICA ANNOUNCES FINAL RESULTS
OF ITS TENDER OFFER
San Francisco, California, November 23, 1994 -- Transamerica
Corporation today announced that, based on the final report by
First Chicago Trust Company of New York, the depositary for the
Company's tender offer, 4,368,608 depositary shares repre-
senting interests in its 8.50% Preferred Stock, Series D,
were properly tendered and purchased at a price of $26 per
depositary share in accordance with the terms of the Company's
tender offer to purchase up to 6.4 million depositary shares.
The tender offer expired as scheduled at 5:00 p.m., Monday,
November 14, 1994. After the purchase of the depositary
shares, the Company has 3,631,392 depositary shares
outstanding.
* * *
