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PAGE 1
As filed with the Securities and Exchange Commission on June
15, 1994
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
(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)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
893485 10-2
(CUSIP Number of Class of Securities)
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:
DANA MURPHY KETCHAM
RICHARD V. SMITH
Orrick, Herrington & Sutcliffe
The Old Federal Reserve Bank Building
400 Sansome Street
San Francisco, California 94111
(415) 392-1122
May 9, 1994
(Date Tender Offer First Published,
Sent or Given to Security Holders)<PAGE>
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This Amendment No. 1 amends and supplements the Issuer
Tender Offer Statement on Schedule 13E-4 (the "Statement"),
dated May 9, 1994, filed by Transamerica Corporation, a
Delaware corporation (the "Company"), relating to the
Company's offer to purchase up to 4,500,000 outstanding
shares of its Common Stock, par value $1.00 per share (the
"Shares") (including the associated preference stock purchase
rights issued pursuant to the Rights Agreement, dated as of
July 17, 1986, as amended, between the Company and First
Chicago Trust Company of New York, as the Rights Agent), at a
price not greater than $55 nor less than $48 per share, net
to the seller in cash, all upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated May 9,
1994 (the "Offer to Purchase"), and related Letter of
Transmittal, copies of which are attached as Exhibits (a)(1)
and (a)(2), respectively, to the Statement.
Item 1. Security and Issuer.
The Offer expired at 12:00 midnight, New York City time,
on Monday June 6, 1994. The Company has elected to purchase
4.5 million Shares at a Purchase Price of $54.75. The
proration factor for the tender offer is 0.715709452.
Item 8. Additional Information.
(e) On June 7, 1994, the Company issued a press
release, a copy of which is filed as Exhibit(a)(10)
hereto and incorporated herein by reference. On June
15, 1994, the Company issued a press release, a copy of
which is filed as Exhibit (a)(11) hereto and
incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended to add the following Exhibits:
(a)(10) Press Release, dated June 7, 1994.
(a)(11) Press Release, dated June 15, 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/ EDGAR H. GRUBB
Edgar H. Grubb
Executive Vice President and
Chief Financial Officer
Dated: June 15, 1994
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INDEX TO EXHIBITS
Exhibit
Number Description
(a)(10) Press Release, dated June 7, 1994
(a)(11) Press Release, dated June 15, 1994
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EXHIBIT (a)(10)
[TRANSAMERICA
LOGO] TRANSAMERICA
For Release: IMMEDIATELY
Contacts:
Press --
Richard J. Olsen
(415) 983-4055
Investment Community --
Dennis W. Markus
(415) 983-5503
TRANSAMERICA ANNOUNCES COMPLETION OF
DUTCH AUCTION SELF TENDER
SAN FRANCISCO, California, June 7, 1994 --
Transamerica Corporation announced today that its "Dutch
Auction" self tender for up to 4.5 million shares of its
common stock was successfully completed at midnight Eastern
Daylight Time, on June 6, 1994. Based on a preliminary count
at the time of expiration, approximately 6.3 million shares
were properly tendered and not withdrawn at the $54.75 per
share purchase price which Transamerica preliminary expects
to pay for the 4.5 million shares of common stock it expects
to purchase. The preliminary proration factor for the tender
offer is approximately 71%.
The determination of the actual purchase price for
the common stock and the actual proration factor is subject
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to final confirmation of the proper delivery of all shares
tendered and not withdrawn, including shares tendered
pursuant to the guaranteed delivery procedure. Payment for
the shares accepted for payment, and return of all other
shares tendered, but not accepted for purchase, will occur as
soon as practicable after determination of the final
proration factor.
San Francisco-based Transamerica Corporation is one
of the world's largest financial services companies,
providing specialized financial and life insurance products
and services to individuals and organizations. Consolidated
assets were $38.7 billion at March 31, 1994.
* * *
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EXHIBIT (a)(11)
[TRANSAMERICA
LOGO] TRANSAMERICA
For Release: IMMEDIATELY
Contacts:
Press --
Richard J. Olsen
(415) 983-4055
Investment Community --
Dennis W. Markus
(415) 983-5503
TRANSAMERICA ANNOUNCES FINAL RESULTS OF
DUTCH AUCTION SELF TENDER
SAN FRANCISCO, California, June 15, 1994 --
Transamerica Corporation announced today the final results of
its "Dutch Auction" self tender for up to 4.5 million shares
of its common stock. The tender offer was successfully
completed at midnight Eastern Daylight Time, on June 6, 1994.
Transamerica will purchase 4.5 million tendered shares of its
common stock at $54.75 per share. The final proration factor
for the tender offer is 71.5709452%.
The depositary for the tender offer, First Chicago
Trust Company of New York, will promptly be issuing payment
for the shares accepted under the tender offer.
San Francisco-based Transamerica Corporation is one
of the world's largest financial services companies,
providing specialized financial and life insurance products
and services to individuals and organizations. Consolidated
assets were $38.7 billion at March 31, 1994.
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