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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 19, 1994
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 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)
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8.50% PREFERRED STOCK, SERIES D
(TITLE OF CLASS OF SECURITIES)
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89348587
(CUSIP NUMBER OF CLASS OF SECURITIES)
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CHRISTOPHER M. MCLAIN
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
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
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)
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TRANSACTION VALUATION* AMOUNT OF FILING FEE*
$166,400,000 $33,280
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(*) 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
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This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 filed on October 14, 1994, relating to the offer by
Transamerica Corporation, a Delaware Corporation (the "Company"), to purchase up
to 6,400,000 depository shares (the "Shares") each representing a one-twentieth
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 Purchase"), and the related Letter of Transmittal (which together constitute
the "Offer").
ITEM 8. ADDITIONAL INFORMATION.
(e) The Company is waiving the restrictions on the ability of a Soliciting
Dealer (as defined in the Offer to Purchase) to buy, sell, deal or trade in the
Shares for its own account until the expiration of the Offer, which restrictions
are set forth in the second to last sentence of the last full paragraph on page
1 of the Letter to Brokers, Dealers, Commercial Banks and Trust Companies dated
October 14, 1994 (filed as Exhibit (a)(5) to Schedule 13E-4) and in the second
to last sentence of Instruction 10 to the Letter of Transmittal (filed as
Exhibit (a)(2) to Schedule 13E-4).
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is amended by adding the following exhibit:
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(a) (9) Form of Letter to Brokers, Dealers, Commercial Banks and Trust Companies, dated
October 19, 1994.
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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
By /s/ CHRISTOPHER M. MCLAIN
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Christopher M. McLain
Senior Vice President and
General Counsel
Dated: October 19, 1994
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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(a) (9) Form of Letter to Brokers, Dealers, Commercial Banks and Trust Companies, dated
October 19, 1994.
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ADDENDUM
GOLDMAN, SACHS & CO.
85 BROAD STREET
NEW YORK, NEW YORK 10004
TRANSAMERICA CORPORATION
OFFER TO PURCHASE FOR CASH
UP TO 6,400,000 DEPOSITARY SHARES EACH REPRESENTING A
ONE-TWENTIETH INTEREST IN A SHARE OF ITS
8.50% PREFERRED STOCK, SERIES D
October 19, 1994
To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:
In our capacity as Dealer Managers, we sent to you, under cover of a letter
dated October 14, 1994 (the "October 14 Letter"), certain materials relating to
the offer by Transamerica Corporation, a Delaware corporation (the "Company"),
to purchase up to 6,400,000 Depositary Shares ("Shares") each representing a
one-twentieth interest in a share of its 8.50% Preferred Stock, Series D, at a
price of $26.00 per Share, net to the seller in cash, upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated October 14, 1994
(the "Offer to Purchase"), and in the related Letter of Transmittal (which
together constitute the "Offer").
The Company is waiving the restrictions on the ability of a Soliciting
Dealer (as defined in the Offer to Purchase) to buy, sell, deal or trade in the
Shares for its own account until the expiration of the Offer, which restrictions
are set forth in the second to last sentence of the last full paragraph on page
1 of the October 14 Letter and in the second to last sentence of Instruction 10
to the Letter of Transmittal. The last full paragraph on page 1 of the October
14 Letter now reads in full as follows:
The Company will pay a solicitation fee of $0.50 per
Share for any Shares tendered and accepted for payment
pursuant to the Offer covered by a Letter of Transmittal which
designates, as having solicited and obtained the tender, the
name of (i) any broker or dealer in securities, including the
Dealer Manager in its capacity as a broker or dealer, which is
a member of any national securities exchange or of the
National Association of Securities Dealers, Inc. (the "NASD"),
(ii) any foreign broker or dealer not eligible for membership
in the NASD which agrees to conform to the NASD's Rules of
Fair Practice in soliciting tenders outside the United States
to the same extent as though it were an NASD member, or (iii)
any bank or trust company (each of which is referred to herein
as a "Soliciting Dealer"). No such fee shall be payable to a
Soliciting Dealer with respect to the tender of Shares by a
holder unless the Letter of Transmittal accompanying such
tender designates such Soliciting Dealer. No such fee shall be
payable to a Soliciting Dealer if such Soliciting Dealer is
required for any reason to transfer the amount of such fee to
a depositing holder (other than itself). No broker, dealer,
bank, trust company or fiduciary shall be deemed to be the
agent of the Company, the Depositary (as defined below), the
Dealer Manager or the Information Agent for purposes of the
Offer.
Neither we nor the Company make any representations as to fiduciary
obligations or any other legal restrictions which may be applicable to any
Soliciting Dealer with respect to the Offer. Soliciting Dealers should consult
with their own counsel for advice with respect to any such restrictions.
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WE URGE YOU AGAIN TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE
NOTE THAT THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON MONDAY, NOVEMBER 14, 1994, UNLESS THE OFFER IS EXTENDED.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. STOCKHOLDERS MUST
MAKE THEIR OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY
SHARES TO TENDER.
Any questions or requests for assistance or additional copies of the
enclosed materials may be directed to Georgeson & Company Inc., the Information
Agent, or to us, as Dealer Managers, at the respective addresses and telephone
numbers set forth on the back cover of the enclosed Offer to Purchase.
Very truly yours,
GOLDMAN, SACHS & CO.
NOTHING CONTAINED HEREIN OR IN THE OFFER DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF THE COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT OR THE
DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
OFFER DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
2
