<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 1994
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
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
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)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
- -------------------------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$166,400,000 $33,280
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
(*) 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.
[ ] 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: NOT APPLICABLE.
FORM OR REGISTRATION NO.: NOT APPLICABLE.
FILING PARTY: NOT APPLICABLE.
DATE FILED: NOT APPLICABLE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is Transamerica Corporation, a Delaware
corporation (the "Company"), and the address of its principal executive offices
is 600 Montgomery Street, San Francisco, California 94111.
(b) This Schedule relates to the offer by the Company to purchase up to
6,400,000 Depositary Shares (the "Shares") each representing a one-twentieth
interest in a share of the Company's 8.50% Preferred Stock, Series D, $100 par
value, $500 liquidation preference, 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 related
Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)
and (a)(2), respectively. The information set forth on the cover page, on pages
1 and 2, under "Terms of the Offer -- Number of Shares; Purchase Price;
Expiration Date; Receipt of Dividend," and "-- Proration; Minimum Record Holder
Requirement" and under "Transactions and Agreements Concerning the Shares" in
the Offer to Purchase is incorporated herein by reference.
(c) The information set forth under "Price Range of Shares; Dividends" in
the Offer to Purchase is incorporated herein by reference.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth under "Source and Amount of Funds" and under
"Certain Information Concerning the Company" in the Offer to Purchase is
incorporated herein by reference.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a) to (j) The information set forth under "Purpose of the Offer; Certain
Effects of the Offer" and "Certain Information Concerning the Company" in the
Offer to Purchase is incorporated herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth under "Transactions and Agreements Concerning the
Shares" in the Offer to Purchase is incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The information set forth under "Transactions and Agreements Concerning the
Shares" in the Offer to Purchase is incorporated herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth under "Fees and Expenses" in the Offer to
Purchase is incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a) and (b) The information set forth under "Certain Information Concerning
the Company" in the Offer to Purchase is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) to (d) None or not applicable.
<PAGE> 3
(e) The information set forth in the Offer to Purchase and the Letter of
Transmittal is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<C> <C> <S>
(a) (1) Form of Offer to Purchase, dated October 14, 1994.
(a) (2) Form of Letter of Transmittal, together with Guidelines for Certification of
Taxpayer I.D. Number on Substitute Form W-9.
(a) (3) Form of Letter to Stockholders from Frank C. Herringer, President and Chief
Executive Officer of the Company, dated October 14, 1994.
(a) (4) Form of Notice of Guaranteed Delivery.
(a) (5) Form of Letter to Brokers, Dealers, Commercial Banks and Trust Companies, dated
October 14, 1994.
(a) (6) Form of Letter to Clients, dated October 14, 1994.
(a) (7) Form of Summary Advertisement, dated October 14, 1994.
(a) (8) Form of Press Release, dated October 13, 1994.
(b) Not applicable.
(c) None.
(d) None.
(e) Not applicable.
(f) Not applicable.
</TABLE>
<PAGE> 4
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
------------------------------------
Christopher M. McLain
Senior Vice President and
General Counsel
Dated: October 14, 1994
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- ---------------------------------------------------------------------------------
<C> <C> <S>
(a) (1) Form of Offer to Purchase, dated October 14, 1994.
(a) (2) Form of Letter of Transmittal, together with Guidelines for Certification of
Taxpayer I.D. Number on Substitute Form W-9.
(a) (3) Form of Letter to Stockholders from Frank C. Herringer, President and Chief
Executive Officer of the Company, dated October 14, 1994.
(a) (4) Form of Notice of Guaranteed Delivery.
(a) (5) Form of Letter to Brokers, Dealers, Commercial Banks and Trust Companies, dated
October 14, 1994.
(a) (6) Form of Letter to Clients, dated October 14, 1994.
(a) (7) Form of Summary Advertisement, dated October 14, 1994.
(a) (8) Form of Press Release, dated October 13, 1994.
</TABLE>
<PAGE> 1
[LOGO]
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
AT A PURCHASE PRICE OF $26.00 PER DEPOSITARY SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
CITY TIME, ON MONDAY, NOVEMBER 14, 1994 UNLESS THE OFFER IS EXTENDED.
Transamerica Corporation, a Delaware corporation (the "Company"), invites
the holders of Depositary 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, to tender their Shares, at a price of $26.00
per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth herein and in the related Letter of Transmittal (which
together constitute the "Offer"). The Company will purchase all Shares validly
tendered and not withdrawn up to the 6,400,000 Shares sought (the "Amount
Sought"), upon the terms and subject to the conditions of the Offer, including
the provisions relating to proration and the minimum record holder requirements
described herein. Shares not purchased because of proration will be returned.
------------------------
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
The Offer is, however, subject to other conditions. See "Terms of the
Offer -- Certain Conditions of the Offer."
------------------------
IMPORTANT
Any stockholder desiring to tender all or any portion of his or her Shares
should either (1) complete and sign the Letter of Transmittal or a facsimile
thereof in accordance with the instructions in the Letter of Transmittal, mail
or deliver it and any other required documents to the Depositary, and either
deliver the certificates for Shares to the Depositary along with the Letter of
Transmittal or deliver such Shares pursuant to the procedure for book-entry
transfer set forth in "Terms of the Offer -- Procedure for Tendering Shares"
herein or (2) request his or her broker, dealer, commercial bank, trust company
or nominee to effect the transaction for him or her. A stockholder whose Shares
are registered in the name of a broker, dealer, commercial bank, trust company
or nominee must contact such broker, dealer, commercial bank, trust company or
nominee if he or she desires to tender such Shares. Any stockholder who desires
to tender Shares and whose certificates for such Shares are not immediately
available, or who cannot comply in a timely manner with the procedure for
book-entry transfer, should tender such Shares by following the procedures for
guaranteed delivery set forth in "Terms of the Offer -- Procedure for Tendering
Shares" herein.
------------------------
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH
STOCKHOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO
TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
------------------------
The Shares are listed and traded on the New York Stock Exchange (the
"NYSE"). On October 13, 1994, the last trading day prior to the commencement of
the Offer, the last reported sale price of the Shares on the NYSE Composite Tape
was $24.75 per Share. Stockholders are urged to obtain current market quotations
for the Shares.
Questions or requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal or other tender offer materials may be
directed to the Information Agent or the Dealer Manager at their respective
addresses and telephone numbers set forth on the back cover of this Offer to
Purchase.
------------------------
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO.
------------------------
The date of this Offer to Purchase is October 14, 1994.
<PAGE> 2
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER SHARES PURSUANT TO THE OFFER.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN
OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Terms of the Offer
Number of Shares; Purchase Price; Expiration Date; Receipt of Dividend............. 2
Proration; Minimum Record Holder Requirement....................................... 2
Procedure for Tendering Shares..................................................... 3
Withdrawal Rights.................................................................. 5
Acceptance for Payment of Shares and Payment of Purchase Price..................... 5
Certain Conditions of the Offer.................................................... 6
Extension of Tender Period; Termination; Amendments................................ 8
Price Range of Shares; Dividends..................................................... 9
Purpose of the Offer; Certain Effects of the Offer................................... 9
Source and Amount of Funds........................................................... 11
Transactions and Agreements Concerning the Shares.................................... 11
Certain Federal Income Tax Consequences.............................................. 11
Fees and Expenses.................................................................... 14
Certain Information Concerning the Company........................................... 15
Additional Information............................................................... 19
Miscellaneous........................................................................ 20
</TABLE>
i
<PAGE> 3
SUMMARY
This general summary is provided solely for the convenience of holders of
Shares and is qualified in its entirety by reference to the full text and more
specific details contained in this Offer to Purchase and the related Letter of
Transmittal and any amendments hereto and thereto.
<TABLE>
<S> <C>
The Company........................ Transamerica Corporation.
The Shares......................... Depositary Shares, each representing a one-twentieth
interest in a share of 8.50% Preferred Stock, Series D,
$100 par value, $500 liquidation preference, of the
Company. The term "Shares" as used in this Offer refers
to the Depositary Shares.
Number of Shares Sought............ 6,400,000 out of the 8,000,000 Shares outstanding.
Purchase Price..................... $26.00 per Share, net to the seller in cash. See "Price
Range of Shares; Dividends."
Expiration Date of Offer........... Monday, November 14, 1994 at 5:00 p.m., New York City
time, unless extended.
How to Tender Shares............... See "Terms of the Offer -- Procedure for Tendering
Shares." For further information, call the Information
Agent or the Dealer Manager or consult your broker for
assistance.
Withdrawal Rights.................. Tendered Shares may be withdrawn at any time until the
Expiration Date of the Offer and, unless purchased
before that date, may be withdrawn after Monday,
December 12, 1994. See "Terms of the Offer -- Withdrawal
Rights."
Purpose of Offer................... The Company is making the Offer because the Company's
Board of Directors believes that the purchase of Shares
is economically attractive to the Company. In addition,
the Offer gives stockholders the opportunity to sell
their Shares at a price greater than the market price
prevailing prior to the announcement of the Offer and
without the usual transaction costs associated with a
market sale. See "Purpose of the Offer; Certain Effects
of the Offer."
Market Price of Shares............. On October 13, 1994, the closing price per Share on the
NYSE Composite Tape was $24.75. Stockholders are urged
to obtain a current market quotation for the Shares.
According to data published by Bloomberg L.P., a
financial information service, the closing market price
of the Shares on October 13, 1994 reflects approximately
$0.45 per Share of amounts which have accreted in
respect of the November Quarterly Dividend (as defined
below). See "Price Range of Shares; Dividends."
</TABLE>
ii
<PAGE> 4
<TABLE>
<S> <C>
Dividends.......................... The Company has declared the regular quarterly dividend
of $0.53125 per Share, which is to be paid on November
15, 1994 to holders of record of Shares as of the close
of business on November 1, 1994 (the "November Quarterly
Dividend"). A tender of Shares pursuant to the Offer
will not deprive any stockholder of his or her right to
receive such dividend, regardless of when such tender is
made. Holders of Shares tendered into and purchased
pursuant to the Offer will not be entitled to any
dividends in respect of any later dividend periods. See
"Price Range of Shares; Dividends."
Brokerage Commissions.............. Not payable by stockholders.
Stock Transfer Tax................. None, except as provided in Instruction 6 of the Letter
of Transmittal.
Payment Date....................... As soon as practicable after the Expiration Date of the
Offer.
Further Information................ Additional copies of this Offer to Purchase and the
Letter of Transmittal may be obtained by contacting
Georgeson & Company Inc., Wall Street Plaza, New York,
New York 10005 Tel: (800) 223-2064 (toll free) or (212)
509-6240 (call collect); Banks and Brokers call (212)
440-9800. Questions about the Offer should be directed
to Goldman, Sachs & Co. at (800) 828-3182.
</TABLE>
iii
<PAGE> 5
To the Holders of Depositary Shares Representing
Shares of Series D Preferred Stock of
Transamerica Corporation:
Transamerica Corporation, a Delaware corporation (the "Company"), invites
the holders of Depositary 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 preference, to tender their Shares, at a price of
$26.00 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth herein and in the related Letter of Transmittal (which
together constitute the "Offer"). The Company will purchase all Shares validly
tendered and not withdrawn up to the 6,400,000 Shares sought, upon the terms and
subject to the conditions of the Offer, including the provisions relating to
proration and the minimum record holder requirements described herein. Shares
not purchased because of proration will be returned.
The November Quarterly Dividend of $0.53125 per Share has been declared and
is to be paid on November 15, 1994 to holders of record of Shares as of the
close of business on November 1, 1994. A tender of Shares pursuant to the Offer
will not deprive any stockholder of his or her right to receive such dividend,
regardless of when such tender is made. Holders of Shares tendered into and
purchased pursuant to the Offer will not be entitled to any dividends in respect
of any later dividend periods.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE "TERMS
OF THE OFFER -- CERTAIN CONDITIONS OF THE OFFER."
Tendering stockholders will not be obligated to pay brokerage commissions,
solicitation fees or, subject to the Instructions to the Letter of Transmittal,
stock transfer taxes on the purchase of Shares by the Company. The Company will
pay all charges and expenses of Goldman, Sachs & Co. (the "Dealer Manager"),
First Chicago Trust Company of New York (the "Depositary") and Georgeson &
Company Inc. (the "Information Agent") incurred in connection with the Offer. In
addition, the Company will pay a $0.50 per Share soliciting fee to the broker,
dealer, commercial bank or trust company, if any, designated by the holder
tendering such Share. See "Fees and Expenses." ANY TENDERING STOCKHOLDER OR
OTHER PAYEE WHO FAILS TO COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 THAT IS
INCLUDED IN THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO A REQUIRED FEDERAL
INCOME TAX BACKUP WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAYABLE TO SUCH
STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. See "Terms of the
Offer -- Procedure for Tendering Shares" and "Certain Federal Income Tax
Consequences."
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH STOCKHOLDER MUST
MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY
SHARES TO TENDER.
As of October 14, 1994, there were issued and outstanding 8,000,000 Shares,
which are depositary shares each representing a one-twentieth interest in a
share of the Company's 8.50% Preferred Stock, Series D. The 6,400,000 Shares
that the Company is offering to purchase represent 80% of the Shares which are
outstanding.
The Shares are listed and traded on the New York Stock Exchange ("NYSE")
under the symbol "TA.D." See "Price Range of Shares; Dividends." STOCKHOLDERS
ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.
Copies of this Offer to Purchase and the Letter of Transmittal are being
mailed to record holders of Shares and will be furnished to brokers, banks and
similar persons whose names, or the names of whose nominees, appear on the
Company's stockholder list or, if applicable, who are listed as
<PAGE> 6
participants in a clearing agency's security position listing for subsequent
transmittal to beneficial owners of Shares.
TERMS OF THE OFFER
NUMBER OF SHARES; PURCHASE PRICE; EXPIRATION DATE; RECEIPT OF DIVIDEND
Upon the terms and subject to the conditions described herein and in the
Letter of Transmittal, the Company will purchase up to 6,400,000 Shares (the
"Amount Sought") that are validly tendered on or prior to the Expiration Date
(and not properly withdrawn in accordance with "Terms of the Offer -- Withdrawal
Rights") at a price of $26.00 per Share. The later of 5:00 p.m., New York City
time, on November 14, 1994, or the latest time and date to which the Offer is
extended, is referred to herein as the "Expiration Date." If the Offer is
oversubscribed, only Shares tendered on or prior to the Expiration Date shall be
eligible for proration. The Offer is not conditioned on any minimum number of
Shares being tendered. The Offer is, however, subject to certain other
conditions. See "Terms of the Offer -- Certain Conditions of the Offer."
The November Quarterly Dividend of $0.53125 per Share has been declared and
is to be paid on November 15, 1994 to holders of record of Shares as of the
close of business on November 1, 1994. A tender of Shares pursuant to the Offer
will not deprive any stockholder of his or her right to receive such dividend,
regardless of when such tender is made. Holders of Shares tendered into and
purchased pursuant to the Offer will not be entitled to any dividends in respect
of any later dividend periods.
The Company expressly reserves the right, in its sole discretion, at any
time or from time to time, to extend the period of time during which the Offer
is open by giving oral or written notice of such extension to the Depositary.
See "Terms of the Offer -- Extension of Tender Period; Termination; Amendments."
There can be no assurance, however, that the Company will exercise its right to
extend the Offer.
No alternative, conditional or contingent tenders will be accepted.
PRORATION; MINIMUM RECORD HOLDER REQUIREMENT
Upon the terms and subject to the conditions of the Offer, if the Amount
Sought or fewer Shares have been validly tendered and not withdrawn on or prior
to the Expiration Date, the Company will purchase all such Shares. Upon the
terms and subject to the conditions of the Offer, if more Shares than the Amount
Sought (or, if decreased as described herein, such lesser number as the Company
may elect to purchase pursuant to the Offer) have been validly tendered and not
withdrawn on or prior to the Expiration Date, the Company will purchase Shares
from each tendering holder on a pro rata basis, subject to adjustment to avoid
the purchase of fractional Shares.
Notwithstanding the foregoing, if the Company determines that, after
consummation of the Offer, the Shares would be held by fewer than 350 holders of
record, the Company, to the extent necessary to maintain a minimum number of 350
holders of record of the Shares, shall reduce the Amount Sought as permitted
herein as described under "Terms of the Offer -- Extension of Tender Period;
Termination; Amendments." The Company does not currently anticipate that any
such reduction of the Amount Sought will be necessary. See "Purpose of the
Offer; Certain Effects of the Offer."
If the Company decreases the Amount Sought, and the Offer is scheduled to
expire less than ten business days from and including the date that notice of
such decrease is first published, sent or given in the manner specified in
"Terms of the Offer -- Extension of Tender Period; Termination; Amendments,"
then the Offer will be extended for ten business days from and including the
date of such notice. For purposes of the Offer, a "business day" means any day
other than a Saturday,
2
<PAGE> 7
Sunday or federal holiday and consists of the time period from 12:01 a.m.
through 12:00 midnight, New York City time.
All Shares not purchased pursuant to the Offer, including Shares not
purchased because of proration, will be returned to the tendering stockholders
at the Company's expense as promptly as practicable following the Expiration
Date.
If proration of tendered Shares is required, because of the difficulty in
determining the number of Shares validly tendered (including Shares tendered by
the guaranteed delivery procedure described in "Terms of the Offer -- Procedure
for Tendering Shares"), the Company does not expect that it would be able to
announce the final proration factor or to commence payment for any Shares
purchased pursuant to the Offer until approximately seven business days after
the Expiration Date. Preliminary results of proration will be announced by press
release as promptly as practicable after the Expiration Date. Holders of Shares
may obtain such preliminary information from the Dealer Manager or the
Information Agent and may also be able to obtain such information from their
brokers.
PROCEDURE FOR TENDERING SHARES
To tender Shares validly pursuant to the Offer, the tendering holder of
Shares must either:
(a) send to the Depositary (at one of its addresses set forth on the back
cover of this Offer to Purchase) a properly completed and duly executed Letter
of Transmittal or facsimile thereof, together with any required signature
guarantees and any other documents required by the Letter of Transmittal, and
either (i) certificates for the Shares to be tendered must be received by the
Depositary, at one of such addresses or (ii) such Shares must be delivered
pursuant to the procedures for book-entry transfer described below (and a
confirmation of such delivery received by the Depositary), in each case on or
prior to the Expiration Date; or
(b) comply with the guaranteed delivery procedure described under
"Guaranteed Delivery Procedure" below.
The Depositary will establish an account with respect to the Shares at The
Depository Trust Company, Midwest Securities Trust Company and Philadelphia
Depository Trust Company (collectively referred to as the "Book-Entry Transfer
Facilities") for purposes of the Offer within two business days after the date
of this Offer to Purchase, and any financial institution that is a participant
in the system of any Book-Entry Transfer Facility may make delivery of Shares by
causing such Book-Entry Transfer Facility to transfer such Shares into the
Depositary's account in accordance with the procedures of such Book-Entry
Transfer Facility. Although delivery of Shares may be effected through
book-entry transfer, a properly completed and duly executed Letter of
Transmittal or facsimile thereof, together with any required signature
guarantees and any other required documents, must, in any case, be received by
the Depositary at one of its addresses set forth on the back cover of this Offer
to Purchase on or prior to the Expiration Date, or the tendering holder of
Shares must comply with the guaranteed delivery procedure described below.
Delivery of the Letter of Transmittal and any other required documents to a
Book-Entry Transfer Facility does not constitute delivery to the Depositary.
Except as otherwise provided below, all signatures on a Letter of
Transmittal must be guaranteed by a firm that is a member of a registered
national securities exchange or the National Association of Securities Dealers,
Inc., or by a commercial bank or trust company having an office or correspondent
in the United States which is a participant in an approved Signature Guarantee
Medallion Program (each of the foregoing being referred to as an "Eligible
Institution"). Signatures on a Letter of Transmittal need not be guaranteed if
(a) the Letter of Transmittal is signed by the registered holder of the Shares
tendered therewith and such holder has not completed the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery Instructions" on the
3
<PAGE> 8
Letter of Transmittal or (b) such Shares are tendered for the account of an
Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal.
Guaranteed Delivery Procedure. If a stockholder desires to tender Shares
pursuant to the Offer and cannot deliver certificates for such Shares and all
other required documents to the Depositary on or prior to the Expiration Date,
or the procedure for book-entry transfer cannot be complied with in a timely
manner, such Shares may nevertheless be tendered if all of the following
conditions are met:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery in the form provided by the Company (with any required signature
guarantees) is received by the Depositary as provided below on or prior to
the Expiration Date; and
(iii) the certificates for such Shares (or a confirmation of a
book-entry transfer of such Shares into the Depositary's account at one of
the Book-Entry Transfer Facilities), together with a properly completed and
duly executed Letter of Transmittal (or facsimile thereof) and any other
documents required by the Letter of Transmittal, are received by the
Depositary no later than 5:00 p.m., New York City time, on the fifth NYSE
trading day after the date of execution of the Notice of Guaranteed
Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile transmittal or mail to the Depositary and must include a guarantee
by an Eligible Institution in the form set forth in such Notice.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE
OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL
CASES SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
TO AVOID FEDERAL INCOME TAX BACKUP WITHHOLDING EQUAL TO 31% OF THE GROSS
PAYMENTS MADE PURSUANT TO THE OFFER, EACH STOCKHOLDER MUST NOTIFY THE DEPOSITARY
OF SUCH STOCKHOLDER'S CORRECT TAXPAYER IDENTIFICATION NUMBER AND PROVIDE CERTAIN
OTHER INFORMATION BY PROPERLY COMPLETING THE SUBSTITUTE FORM W-9 INCLUDED IN THE
LETTER OF TRANSMITTAL. FOREIGN STOCKHOLDERS (AS DEFINED UNDER "CERTAIN FEDERAL
INCOME TAX CONSEQUENCES") MUST SUBMIT A PROPERLY COMPLETED FORM W-8 IN ORDER TO
AVOID THE APPLICABLE BACKUP WITHHOLDING; PROVIDED, HOWEVER, THAT BACKUP
WITHHOLDING WILL NOT APPLY TO FOREIGN STOCKHOLDERS SUBJECT TO 30% (OR LOWER
TREATY RATE) WITHHOLDING ON GROSS PAYMENTS RECEIVED PURSUANT TO THE OFFER (AS
DISCUSSED UNDER "CERTAIN FEDERAL INCOME TAX CONSEQUENCES"). For a discussion of
certain federal income tax consequences to tendering stockholders, see "Certain
Federal Income Tax Consequences." EACH STOCKHOLDER IS URGED TO CONSULT WITH HIS
OR HER OWN TAX ADVISOR.
It is a violation of Rule 14e-4 promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), for a person to tender Shares for
his or her own account unless the person so tendering (i) has a net long
position equal to or greater than the amount of Shares tendered or other
securities immediately convertible into, or exercisable or exchangeable for, the
amount of Shares tendered, and will acquire such Shares for tender by
conversion, exercise or exchange of such other securities and (ii) will cause
such Shares to be delivered in accordance with the terms of the Offer. Rule
14e-4 provides a similar restriction applicable to the tender or guarantee of a
tender on behalf of another person. The tender of Shares pursuant to any one of
the procedures described above will constitute the tendering stockholder's
representation and warranty that (a) such stockholder has a net long position in
the Shares being tendered within the meaning of Rule 14e-4 promulgated under the
Exchange Act, and (b) the tender of such Shares complies with Rule 14e-4. The
Company's acceptance for payment of Shares tendered pursuant to the Offer will
constitute a binding agreement between the tendering stockholder and the Company
upon the terms and subject to the conditions of the Offer.
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<PAGE> 9
All questions as to the form of documents and the validity, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by the Company, in its sole discretion, and its determination
shall be final and binding. The Company reserves the absolute right to reject
any or all tenders of Shares that (i) it determines are not in proper form or
(ii) the acceptance for payment of or payment for which may, in the opinion of
the Company's counsel, be unlawful. The Company also reserves the absolute right
to waive any defect or irregularity in any tender of Shares. None of the
Company, the Dealer Manager, the Depositary, the Information Agent or any other
person will be under any duty to give notice of any defect or irregularity in
tenders, nor shall any of them incur any liability for failure to give any such
notice.
WITHDRAWAL RIGHTS
Tenders of Shares made pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date. Thereafter, such tenders are irrevocable, except
that they may be withdrawn after Monday, December 12, 1994 unless theretofore
accepted for payment as provided in this Offer to Purchase. If the Company
extends the period of time during which the Offer is open, is delayed in
accepting for payment or paying for Shares or is unable to accept for payment or
pay for Shares pursuant to the Offer for any reason, then, without prejudice to
the Company's rights under the Offer, the Depositary may, on behalf of the
Company, retain all Shares tendered, and such Shares may not be withdrawn except
as otherwise provided in this "Terms of the Offer -- Withdrawal Rights," subject
to Rule 13e-4(f)(5) under the Exchange Act, which provides that an issuer making
a tender offer shall either pay the consideration offered, or return the
tendered securities, promptly after the termination or withdrawal of the tender
offer.
To be effective, a written or facsimile transmission notice of withdrawal
must be timely received by the Depositary at one of its addresses set forth on
the back cover of this Offer to Purchase and must specify the name of the person
who tendered the Shares to be withdrawn and the number of Shares to be
withdrawn. If the Shares to be withdrawn have been delivered to the Depositary,
a signed notice of withdrawal with signatures guaranteed by an Eligible
Institution (except in the case of Shares tendered by an Eligible Institution)
must be submitted prior to the release of such Shares. In addition, such notice
must specify, in the case of Shares tendered by delivery of certificates, the
name of the registered holder (if different from that of the tendering
stockholder) and the serial numbers shown on the particular certificates
evidencing the Shares to be withdrawn or, in the case of Shares tendered by
book-entry transfer, the name and number of the account at one of the Book-Entry
Transfer Facilities to be credited with the withdrawn Shares and the name of the
registered holder (if different from the name of such account). Withdrawals may
not be rescinded, and Shares withdrawn will thereafter be deemed not validly
tendered for purposes of the Offer. However, withdrawn Shares may be retendered
by again following one of the procedures described in "Terms of the
Offer -- Procedure for Tendering Shares" at any time prior to the Expiration
Date.
All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by the Company in its sole
discretion, and its determination shall be final and binding. None of the
Company, the Dealer Manager, the Depositary, the Information Agent or any other
person will be under any duty to give notification of any defect or irregularity
in any notice of withdrawal or incur any liability for failure to give any such
notification.
ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE
Upon the terms and subject to the conditions of the Offer (including the
proration provisions and the minimum record holder requirement of the Offer) and
as promptly as practicable after the Expiration Date, the Company will accept
for payment and pay for Shares validly tendered. See "Terms of the
Offer -- Number of Shares; Purchase Price; Expiration Date; Receipt of
Dividends," "Terms of the Offer -- Proration; Minimum Record Holder Requirement"
and "Terms of the Offer -- Certain Conditions of the Offer." Thereafter, payment
for all Shares validly tendered on or prior to the Expiration Date and accepted
for payment pursuant to the Offer will be made by the Depositary
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<PAGE> 10
by check as promptly as practicable. In all cases, payment for Shares accepted
for payment pursuant to the Offer will be made only after timely receipt by the
Depositary of certificates for Shares (or of a confirmation of a book-entry
transfer of such Shares into the Depositary's account at one of the Book-Entry
Transfer Facilities), a properly completed and duly executed Letter of
Transmittal or facsimile thereof, and any other required documents.
For purposes of the Offer, the Company will be deemed to have accepted for
payment (and thereby purchased) Shares that are validly tendered and not
withdrawn as, if and when it gives oral or written notice to the Depositary of
its acceptance for payment of such Shares. The Company will pay for Shares that
it has purchased pursuant to the Offer by depositing the purchase price therefor
with the Depositary. The Depositary will act as agent for tendering stockholders
for the purpose of receiving payment from the Company and transmitting payment
to tendering stockholders. Under no circumstances will interest be paid on
amounts to be paid to tendering stockholders, regardless of any delay in making
such payment.
Certificates for all Shares not purchased will be returned (or, in the case
of Shares tendered by book-entry transfer, such Shares will be credited to an
account maintained with a Book-Entry Transfer Facility) as promptly as
practicable, without expense to the tendering stockholder.
Payment for Shares may be delayed in the event of difficulty in determining
the number of Shares properly tendered or if proration is required. See "Terms
of the Offer -- Proration; Minimum Record Holder Requirement." In addition, if
certain events occur, the Company may not be obligated to purchase Shares
pursuant to the Offer. See "Terms of the Offer -- Certain Conditions of the
Offer."
The Company will pay or cause to be paid any stock transfer taxes with
respect to the sale and transfer of any Shares to it or its order pursuant to
the Offer. If, however, payment of the purchase price is to be made to, or
Shares not tendered or not purchased are to be registered in the name of, any
person other than the registered holder, or if tendered Shares are registered in
the name of any person other than the person signing the Letter of Transmittal,
the amount of any stock transfer taxes (whether imposed on the registered
holder, such other person or otherwise) payable on account of the transfer to
such person will be deducted from the purchase price unless satisfactory
evidence of the payment of such taxes, or exemption therefrom, is submitted. See
Instruction 6 to the Letter of Transmittal.
CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, the Company will not be
required to accept for payment or pay for any Shares tendered, and may terminate
or amend the Offer, and may postpone (subject to the requirements of the
Exchange Act for prompt payment for or return of Shares) the acceptance for
payment of or payment for Shares tendered, if at any time after October 12, 1994
and at or before acceptance for payment of or payment for any Shares, any of the
following shall have occurred:
(a) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental, regulatory or
administrative agency, authority or tribunal or any other person, domestic
or foreign, or before any court, authority, agency or tribunal that (i)
challenges the acquisition of Shares pursuant to the Offer or otherwise in
any manner relates to or affects the Offer or (ii) in the sole judgment of
the Company, could materially and adversely affect the business, condition
(financial or other), income, operations or prospects of the Company and
its subsidiaries taken as a whole, or otherwise materially impair in any
way the contemplated future conduct of the business of the Company or any
of its subsidiaries or materially impair the Offer's contemplated benefits
to the Company;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought,
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<PAGE> 11
promulgated, enacted, entered, amended, enforced or deemed to be applicable
to the Offer or the Company or any of its subsidiaries, by any legislative
body, court, authority, agency or tribunal which, in the Company's sole
judgment, would or might directly or indirectly (i) make the acceptance for
payment of, or payment for, some or all of the Shares illegal or otherwise
restrict or prohibit consummation of the Offer, (ii) delay or restrict the
ability of the Company, or render the Company unable, to accept for payment
or pay for some or all of the Shares, (iii) materially impair the
contemplated benefits of the Offer to the Company or (iv) materially affect
the business, condition (financial or other), income, operations or
prospects of the Company and its subsidiaries taken as a whole, or
otherwise materially impair in any way the contemplated future conduct of
the business of the Company or any of its subsidiaries;
(c) it shall have been publicly disclosed or the Company shall have
learned that (i) any person or "group" (within the meaning of Section
13(d)(3) of the Exchange Act) has acquired or proposes to acquire
beneficial ownership of more than 5% of the outstanding common stock of the
Company whether through the acquisition of stock, the formation of a group,
the grant of any option or right, or otherwise (other than as disclosed in
a Schedule 13D or 13G on file with the Securities and Exchange Commission
(the "Commission") on October 12, 1994) or (ii) any such person or group
that on or prior to October 12, 1994 had filed such a Schedule with the
Commission thereafter shall have acquired or shall propose to acquire
whether through the acquisition of stock, the formation of a group, the
grant of any option or right, or otherwise, beneficial ownership of
additional shares of common stock of the Company representing 2% or more of
the outstanding common stock of the Company;
(d) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on any national securities
exchange or in the over-the-counter market, (ii) any significant decline in
the market price of the Shares, (iii) any change in the general political,
market, economic or financial condition in the United States or abroad that
could have a material adverse effect on the Company's business, operations,
prospects or ability to obtain financing generally or the trading in the
Shares or other equity securities of the Company, (iv) the declaration of a
banking moratorium or any suspension of payments in respect of banks in the
United States or any limitation on, or any event which, in the Company's
sole judgment, might affect, the extension of credit by lending
institutions in the United States, (v) the commencement of a war, armed
hostilities or other international or national calamity directly or
indirectly involving the United States or (vi) in the case of any of the
foregoing existing at the time of the commencement of the Offer, in the
Company's sole judgment, a material acceleration or worsening thereof;
(e) a tender or exchange offer with respect to some or all of the
Shares or other equity securities of the Company, or a merger, acquisition
or other business combination proposal for the Company, shall have been
proposed, announced or made by another person;
(f) there shall have occurred any event or events that have resulted,
or may in the sole judgment of the Company result, in an actual or
threatened change in the business, condition (financial or other), income,
operations, stock ownership or prospects of the Company and its
subsidiaries; or
(g) there shall have occurred any decline in the Standard & Poor's
Composite 500 Stock Index (467.79 at the close of business on October 13,
1994) by an amount in excess of 15% measured from the close of business on
October 13, 1994;
and, in the sole judgment of the Company, such event or events make it
undesirable or inadvisable to proceed with the Offer or with such acceptance for
payment or payment.
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances (including any action or
inaction by the Company) giving rise to any such condition, and any such
condition may be waived by the Company, in whole or in
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<PAGE> 12
part, at any time and from time to time in its sole discretion. The failure by
the Company at any time to exercise any of the foregoing rights shall not be
deemed a waiver of any such right and each such right shall be deemed an ongoing
right which may be asserted at any time and from time to time. Any determination
by the Company concerning the events described above will be final and binding
on all parties.
EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS
The Company expressly reserves the right, in its sole discretion and at any
time or from time to time, to extend the period of time during which the Offer
is open by giving oral or written notice of such extension to the Depositary.
There can be no assurance, however, that the Company will exercise its right to
extend the Offer. During any such extension, all Shares previously tendered will
remain subject to the Offer, except to the extent that such Shares may be
withdrawn as set forth in "Terms of the Offer -- Withdrawal Rights." The Company
also expressly reserves the right, in its sole discretion, (i) to, among other
things, terminate the Offer and not accept for payment or pay for any Shares
tendered or, subject to Rule 13e-4(f)(5) under the Exchange Act, which requires
the Company either to pay the consideration offered or to return the Shares
tendered promptly after the termination or withdrawal of the Offer, to postpone
acceptance for payment of or payment for Shares upon the occurrence of any of
the conditions specified in "Terms of the Offer -- Certain Conditions of the
Offer" by, in the case of any termination, giving oral or written notice of such
termination to the Depositary and making a public announcement thereof and (ii)
at any time or from time to time to amend the Offer in any respect. Amendments
to the Offer may be effected by public announcement. Without limiting the manner
in which the Company may choose to make public announcement of any termination
or amendment, the Company shall have no obligation (except as otherwise required
by applicable law) to publish, advertise or otherwise communicate any such
public announcement, other than by making a release to the Dow Jones News
Service, except in the case of an announcement of an extension of the Offer, in
which case the Company shall have no obligation to publish, advertise or
otherwise communicate such announcement other than by issuing a notice of such
extension by press release or other public announcement, which notice shall be
issued no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled Expiration Date. Material changes to information
previously provided to holders of the Shares in this Offer or in documents
furnished subsequent thereto will be disseminated to holders of Shares in
compliance with Rule 13e-4(e)(2) promulgated by the Commission under the
Exchange Act.
If the Company materially changes the terms of the Offer or the information
concerning the Offer, or if it waives a material condition of the Offer, the
Company will extend the Offer to the extent required by Rules 13e-4(d)(2) and
13e-4(e)(2) under the Exchange Act. Those rules require that the minimum period
during which an offer must remain open following material changes in the terms
of the offer or information concerning the offer (other than a change in price,
change in dealer's soliciting fee or change in percentage of securities sought)
will depend on the facts and circumstances, including the relative materiality
of such terms or information. In a published release, the Commission has stated
that, in its view, an offer should remain open for a minimum of five business
days from the date that a notice of such a material change is first published,
sent or given. The Offer will continue to be extended for at least ten business
days from the time the Company publishes, sends or gives to holders of Shares a
notice that it will (a) increase or decrease the price it will pay for Shares or
the amount of the dealer's soliciting fee or (b) increase or decrease the
percentage of Shares it seeks (except that the acceptance for payment of
additional Shares not to exceed 2% of the outstanding Shares shall not be deemed
to be an increase).
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<PAGE> 13
PRICE RANGE OF SHARES; DIVIDENDS
The Shares are listed and traded on the NYSE. The following table sets
forth the high and low closing sales prices of the Shares on the NYSE Composite
Tape and the cash dividends per Share for the fiscal quarters indicated.
<TABLE>
<CAPTION>
CASH DIVIDENDS
HIGH LOW PER SHARE
---- ---- --------------
<S> <C> <C> <C>
1992: 1st Quarter (from January 24, 1992)................... 25 5/8 24 1/4 $0.12986
2nd Quarter........................................... 25 3/8 24 3/8 0.53125
3rd Quarter........................................... 26 1/4 25 0.53125
4th Quarter........................................... 26 1/4 23 1/2 0.53125
1993: 1st Quarter........................................... 27 25 1/8 0.53125
2nd Quarter........................................... 27 1/2 25 3/8 0.53125
3rd Quarter........................................... 28 1/4 26 3/8 0.53125
4th Quarter........................................... 28 3/8 25 1/2 0.53125
1994: 1st Quarter........................................... 27 7/8 25 0.53125
2nd Quarter........................................... 26 1/2 24 1/2 0.53125
3rd Quarter........................................... 26 1/2 24 3/4 0.53125
4th Quarter (through October 13, 1994)................ 25 1/4 24 1/2
</TABLE>
On October 13, 1994, the last full NYSE trading day prior to the
commencement of the Offer, the last reported sale price of the Shares on the
NYSE Composite Tape was $24.75 per Share. According to data published by
Bloomberg L.P., a financial information service, the closing market price of the
Shares on October 13, 1994 reflects approximately $0.45 per Share of amounts
which have accreted in respect of the November Quarterly Dividend. STOCKHOLDERS
ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.
The November Quarterly Dividend of $0.53125 per Share has been declared and
is to be paid on November 15, 1994 to holders of record of Shares as of the
close of business on November 1, 1994. A tender of Shares pursuant to the Offer
will not deprive any stockholder of his or her right to receive such Dividend,
regardless of when such tender is made. Holders of Shares tendered into and
purchased pursuant to the Offer will not be entitled to any dividends in respect
of any later dividend periods.
PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER
The Company believes that the purchase of its Shares at this time
represents an attractive opportunity that will benefit the Company and its
stockholders. In addition, the Offer gives stockholders the opportunity to sell
their Shares at a price greater than the market price prevailing prior to the
announcement of the Offer and without the usual transaction costs associated
with a market sale.
As of October 13, 1994, there were issued and outstanding 8,000,000 Shares,
which are depositary shares each representing a one-twentieth interest in a
share of the Company's 8.50% Preferred Stock, Series D. The 6,400,000 Shares
that the Company is offering to purchase represent 80% of the Shares then
outstanding.
Shares that the Company purchases pursuant to the Offer will be retired and
cancelled.
After the consummation of the Offer, the Company may determine to purchase
additional Shares on the open market, in privately negotiated transactions,
through one or more tender offers or otherwise. Any such purchases may be on the
same terms as, or on terms which are more or less favorable to holders of Shares
than, the terms of the Offer. However, Rule 13e-4 under the Exchange Act
prohibits the Company and its affiliates from purchasing any Shares, other than
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<PAGE> 14
pursuant to the Offer, until at least ten business days after the Expiration
Date. Any future purchases of Shares by the Company would depend on many
factors, including the market price of the Shares, the Company's business and
financial position, restrictions on the Company's ability to purchase Shares
imposed by law or NYSE listing requirements and general economic and market
conditions.
The Shares are not redeemable by the Company until February 15, 1997. The
Offer does not constitute a notice of redemption of the Shares pursuant to the
Company's Certificate of Incorporation, and owners of Shares are not under any
obligation to accept the Offer or to remit their Shares to the Company pursuant
to the Offer. From the time the Shares become redeemable in accordance with the
Company's Certificate of Incorporation on February 15, 1997, the Company may
redeem Shares not purchased pursuant to the Offer at any time or from time to
time at the applicable stated redemption price, plus an amount equal to accrued
and unpaid dividends to the date of redemption. The Company reserves the right
to redeem the Shares at any time after they become redeemable on February 15,
1997. The Shares have no preemptive or conversion rights and are not entitled to
any sinking fund or similar fund. Upon liquidation or dissolution of the
Company, holders of the Shares are entitled to receive an amount equal to the
liquidation preference per Share ($25) plus all accrued and unpaid dividends
(whether or not earned or declared) thereon to the date of payment, prior to the
payment of any amounts to the holders of the Company's common stock.
The Offer will reduce the number of Shares that might otherwise trade
publicly and will reduce the number of holders of Shares, which could adversely
affect the liquidity and market value of the Shares not purchased in the Offer.
The Company anticipates that there will be a sufficient number of Shares
outstanding and publicly traded following the consummation of the Offer to
ensure a continued trading market in the Shares. Based on the published
guidelines of the NYSE, the Company does not believe that its purchase of the
Amount Sought pursuant to the Offer will cause the remaining Shares to be
delisted from the NYSE.
The Shares are registered under the Exchange Act, which requires, among
other things, that the Company furnish certain information to its stockholders
and to the Commission and comply with the Commission's proxy rules in connection
with meetings of the Company's stockholders. The Company believes that its
purchase of the Amount Sought pursuant to the Offer will not result in the
Shares becoming eligible for deregistration under the Exchange Act. See "Terms
of the Offer -- Proration; Minimum Record Holder Requirement."
As described under "Certain Information Concerning the Company" and "Source
and Amount of Funds," the Company has filed a registration statement with the
Commission with respect to the proposed offering from time to time of Preferred
Securities (as defined below) by a special purpose subsidiary of the Company.
The Company intends to effect one or more public offerings of Preferred
Securities, the proceeds of which may be used to redeem some or all of its
outstanding Dutch Auction Rate Transferable Securities as and when they become
due or to repay or repurchase other securities of the Company.
Except as disclosed in this Offer to Purchase, the Company has no plans or
proposals which relate to or would result in: (a) the acquisition by any person
of additional securities of the Company or the disposition of securities of the
Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries; (d) any change in the present Board of Directors or management
of the Company; (e) any material change in the present dividend rate or policy,
or indebtedness or capitalization of the Company; (f) any other material change
in the Company's corporate structure or business; (g) any change in the
Company's Certificate of Incorporation or By-Laws or any actions which may
impede the acquisition of control of the Company by any person; (h) a class of
equity securities of the Company being delisted from a national securities
exchange; (i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act;
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<PAGE> 15
or (j) the suspension of the Company's obligation to file reports pursuant to
Section 15(d) of the Exchange Act.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH STOCKHOLDER MUST
MAKE HIS OR HER OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY
SHARES TO TENDER.
SOURCE AND AMOUNT OF FUNDS
Assuming that the Company purchases 6,400,000 Shares pursuant to the Offer
at a price of $26.00 per Share, the total amount required by the Company to
purchase such Shares will be $166.4 million, exclusive of fees and other
expenses. The Company intends to use internally available funds to purchase
Shares pursuant to the Offer.
As described under "Certain Information Concerning the Company," the
Company has filed a registration statement with the Commission with respect to
an offering of Preferred Securities of Transamerica Delaware, L.P., a special
purpose subsidiary of the Company, the proceeds of which will be loaned to the
Company. The Offer is not conditioned upon the receipt of proceeds from any
offering of Preferred Securities. If 6,400,000 Shares are purchased in the Offer
and Preferred Securities having an aggregate liquidation preference of $150
million are issued by Transamerica Delaware, L.P., the Company's capital
structure would thereafter include $40 million aggregate liquidation preference
of outstanding Shares and $150 million aggregate liquidation preference of
outstanding Preferred Securities of Transamerica Delaware, L.P. See "Summary
Unaudited Consolidated Pro Forma Financial Information."
TRANSACTIONS AND AGREEMENTS CONCERNING THE SHARES
The Company has been advised by its directors and executive officers that
no directors or executive officers of the Company own any Shares. The Ueberroth
Family Foundation, a charitable foundation of which Peter V. Ueberroth, a
director of the Company, is a director, is the owner of 5,000 Shares, and has
indicated to the Company its intention to tender some or all of such Shares into
the Offer.
Based upon the Company's records and upon information provided to the
Company by its directors and executive officers, neither the Company nor, to the
Company's knowledge, any of its associates, subsidiaries, directors, executive
officers or any associate of any such director or executive officer has engaged
in any transactions involving Shares during the 40 business days preceding the
date hereof. Neither the Company nor, to the Company's knowledge, any of its
directors or executive officers is a party to any contract, arrangement,
understanding or relationship relating directly or indirectly to the Offer with
any other person with respect to any securities of the Company.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
In General. The following summary describes certain United States federal
income tax consequences relating to the Offer. The summary is based on the
Internal Revenue Code of 1986, as amended (the "Code"), and existing final,
temporary and proposed Treasury regulations, administrative rulings and judicial
decisions, all of which are subject to prospective and retroactive changes. The
summary deals only with Shares held as capital assets within the meaning of
Section 1221 of the Code and does not address tax consequences that may be
relevant to investors in special tax situations, such as certain financial
institutions, tax-exempt organizations, life insurance companies, dealers in
securities or currencies, or stockholders holding the Shares as part of a
conversion transaction, as part of a hedge or hedging transaction, or as a
position in a straddle
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<PAGE> 16
for tax purposes. The Company will not seek a ruling from the Internal Revenue
Service (the "IRS") with regard to the United States federal income tax
treatment of the Offer and, therefore, there can be no assurance that the IRS
will agree with the conclusions set forth below. Accordingly, each stockholder
should consult its own tax advisor with regard to the Offer and the application
of United States federal income tax laws, as well as the laws of any state,
local or foreign taxing jurisdiction, to its particular situation.
Characterization of the Sale. A sale of Shares by a stockholder of the
Company pursuant to the Offer will be a taxable transaction for United States
federal income tax purposes and may also be a taxable transaction under
applicable state, local and foreign tax laws. The United States federal income
tax consequences to a stockholder may vary depending upon the stockholder's
particular circumstances. Under Section 302 of the Code, a sale of Shares by a
stockholder to the Company pursuant to the Offer will be treated as a "sale or
exchange" of such Shares for United States federal income tax purposes (rather
than as a distribution by the Company with respect to the Shares held by the
tendering stockholder) if the receipt of cash upon such sale (i) results in a
"complete redemption" of the Shares and other stock in the Company owned by the
stockholder, or (ii) is "not essentially equivalent to a dividend" with respect
to the stockholder (each as described below).
If either of the above tests is satisfied, and the sale of the Shares is
therefore treated as a "sale or exchange" of such Shares for United States
federal income tax purposes, the tendering stockholder will recognize gain or
loss equal to the difference between the amount of cash recovered by the
stockholder pursuant to the Offer and the stockholder's tax basis in the Shares
sold pursuant to the Offer. Any such gain or loss will be capital gain or loss,
and will be long-term capital gain or loss if the Shares have been held for more
than one year.
If neither of the above tests is satisfied, the tendering stockholder would
be treated as having received a dividend to the extent of the stockholder's
allocable portion of the Company's earnings and profits for federal income tax
purposes. The cash amount of such dividend would be includible in gross income
as an ordinary item in its entirety (without reduction for the tax basis of the
Shares sold pursuant to the Offer), no loss would be recognized, and the
tendering stockholder's basis in the Shares sold pursuant to the Offer would be
added to such stockholder's basis in its remaining Shares or other stock that it
owns in the Company, if any. If neither of the above tests is satisfied, to the
extent the amount of cash received by the stockholder pursuant to the Offer
exceeds such stockholder's allocable portion of the Company's earnings and
profits, such stockholder's basis will be reduced by the amount of such excess.
If a tendering stockholder does not own, either directly or indirectly
under the attribution rules described below, any common stock of the Company, a
sale of Shares by such stockholder to the Company pursuant to the Offer should
be treated as a sale or exchange of such Shares for United States federal income
tax purposes. See "Section 302 Tests" and "Attribution" below.
Section 302 Tests. The receipt of cash by a stockholder will be a
"complete redemption" of all the Shares owned by the stockholder if either (i)
all of the Shares and other stock of the Company actually and constructively
owned by the stockholder are sold pursuant to the Offer, or (ii) all of the
Shares and other stock of the Company actually owned by the stockholder are sold
pursuant to the Offer and, with respect to Shares and other stock of the Company
constructively owned by the stockholder which are not sold pursuant to the
Offer, the stockholder waives constructive ownership of all such Shares under
procedures described in Section 302(c) of the Code.
The receipt of cash by a stockholder will be "not essentially equivalent to
a dividend" if the stockholder's sale of Shares pursuant to the Offer results in
a "meaningful reduction" in the stockholder's interest in the Company. The sale
of Shares to the Company by a tendering stockholder that does not own, either
directly or indirectly under the attribution rules, any common stock of the
Company should qualify as "not essentially equivalent to a dividend" regardless
of proration in the Offer. Also, a stockholder who owns only a small amount of
common stock of the
12
<PAGE> 17
Company would probably satisfy the "not essentially equivalent to a dividend"
test notwithstanding proration in the Offer. Stockholders expecting to rely upon
the "not essentially equivalent to a dividend" test should consult their own tax
advisors as to its application in their particular situation.
Attribution. In determining whether any of the tests under Section 302 of
the Code is satisfied, stockholders must take into account not only the Shares
which are actually owned by the stockholder, but also Shares which are
constructively owned by the stockholder under Section 318 of the Code. Under
Section 318 of the Code, a stockholder may constructively own Shares actually
owned, and in some cases constructively owned, by certain related individuals or
entities and Shares which the stockholder has the right to acquire by exercise
of an option or by conversion. Contemporaneous dispositions or acquisitions of
Shares by a stockholder or related individuals or entities may be deemed to be
part of a single integrated transaction which will be taken into account in
determining whether any of the tests under Section 302 of the Code has been
satisfied.
Each stockholder should be aware that because proration may occur in the
Offer, even if all the Shares actually and constructively owned by a stockholder
are tendered pursuant to the Offer, fewer than all of such Shares may be
purchased by the Company. Thus, proration may affect whether a sale by a
stockholder pursuant to the Offer will meet any of the tests under Section 302
of the Code.
Corporate Stockholder Dividend Treatment. If a sale of Shares by a
corporate stockholder is treated as a dividend, the corporate stockholder may be
entitled to claim a deduction equal to 70% of the dividend under Section 243 of
the Code, subject to applicable limitations. Corporate stockholders should,
however, consider the effect of Section 246(c) of the Code which disallows the
70% dividends-received deduction with respect to stock that is held for 45 days
or less. For this purpose, the length of time a taxpayer is deemed to have held
stock may be reduced by periods during which the taxpayer's risk of loss with
respect to the stock is diminished by reason of the existence of certain options
or other transactions. Moreover, under Section 246A of the Code, if a corporate
stockholder has incurred indebtedness directly attributable to an investment in
Shares, the 70% dividends-received deduction may be reduced by a percentage
generally computed based on the amount of such indebtedness and the total
adjusted tax basis in the Shares. In addition, any amount received by a
corporate stockholder pursuant to the Offer that is treated as a dividend would
likely constitute an "extraordinary dividend" under Section 1059 of the Code.
For this purpose, all dividends received by a stockholder within, and having
their ex-dividend date within, an 85-day period (expanded to a 365-day period in
the case of dividends received in such period that in the aggregate exceed 20%
of the stockholder's adjusted tax basis in the Shares) are aggregated and also
treated as extraordinary dividends. Accordingly, a corporate stockholder would
be required under Section 1059(a) of the Code to reduce its basis (but not below
zero) in its Shares by the non-taxed portion of the aggregate dividend (i.e.,
the portion of the dividend for which a deduction is allowed). If such portion
exceeds the stockholder's tax basis for its Shares (and its tax basis in any
other stock of the Company that it owns), the stockholder would be required to
treat the excess as gain from the sale of its remaining Shares or other stock
that it owns in the Company in the year in which a sale or disposition occurs.
Corporate stockholders should consult their own tax advisors as to the
application of Section 1059 of the Code to the Offer.
Additional Tax Considerations. The distinction between long-term capital
gains and ordinary income is relevant because certain individuals are subject to
taxation at a reduced rate on the excess of net long-term capital gains over net
short-term capital losses. Stockholders are urged to consult their own tax
advisors regarding any possible impact on the obligation to make estimated tax
payments as a result of the recognition of any capital gain (or the receipt of
any ordinary income) caused by the sale of any Shares to the Company, pursuant
to the Offer.
Foreign Stockholders. The Company will withhold United States federal
income tax at a rate of 30% from gross proceeds paid pursuant to the Offer to a
foreign stockholder or his agent, unless the Company determines that a reduced
rate of withholding is applicable pursuant to a tax treaty or that an exemption
from withholding is applicable because such gross proceeds are effectively
connected
13
<PAGE> 18
with the conduct of a trade or business by the foreign stockholder within the
United States. For this purpose, a foreign stockholder is any stockholder that
is not (i) a citizen or resident of the United States, (b) a corporation,
partnership or other entity created or organized in or under the laws of the
United States, or (iii) any estate or trust the income of which is subject to
United States federal income taxation regardless of its source. Without definite
knowledge to the contrary, the Company will determine whether a stockholder is a
foreign stockholder by reference to the stockholder's address. A foreign
stockholder may be eligible to file for a refund of such tax or a portion of
such tax if such stockholder (i) meets the "complete redemption" or "not
essentially equivalent to a dividend" tests described above, (ii) is entitled to
a reduced rate of withholding pursuant to a treaty and the Company withheld at a
higher rate, or (iii) is otherwise able to establish that no tax or a reduced
amount of tax was due. In order to claim an exemption from withholding on the
ground that gross proceeds paid pursuant to the Offer are effectively connected
with the conduct of a trade or business by a foreign stockholder within the
United States or that the foreign stockholder is entitled to the benefits of a
tax treaty, the foreign stockholder must deliver to the Depositary (or other
person who is otherwise required to withhold United States tax) a properly
executed statement claiming such exemption or benefits. Such statements may be
obtained from the Depositary. Foreign stockholders are urged to consult their
own tax advisors regarding the application of United States federal income tax
withholding, including eligibility for a withholding tax reduction or exemption
and the refund procedures.
Backup Withholding. See "Terms of the Offer -- Procedure for Tendering
Shares" with respect to the application of the United States federal income tax
backup withholding.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION
ONLY. THE TAX CONSEQUENCES OF A SALE PURSUANT TO THE OFFER MAY VARY DEPENDING
UPON, AMONG OTHER THINGS, THE PARTICULAR CIRCUMSTANCES OF THE TENDERING
STOCKHOLDER. NO INFORMATION IS PROVIDED HEREIN AS TO THE STATE, LOCAL OR FOREIGN
TAX CONSEQUENCES OF THE TRANSACTION CONTEMPLATED BY THE OFFER. STOCKHOLDERS ARE
URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR FEDERAL,
STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF SALES MADE BY THEM PURSUANT TO THE
OFFER AND THE EFFECT OF THE STOCK OWNERSHIP ATTRIBUTION RULES MENTIONED ABOVE.
FEES AND EXPENSES
Goldman, Sachs & Co. will act as Dealer Manager for the Company in
connection with the Offer. The Company has agreed to pay the Dealer Manager,
upon acceptance for payment of Shares pursuant to the Offer, a fee of $0.125 per
Share purchased in the Offer. The Dealer Manager will also be reimbursed by the
Company for its reasonable out-of-pocket expenses, including attorneys' fees,
and will be indemnified against certain liabilities, including liabilities under
the federal securities laws, in connection with the Offer. The Dealer Manager
has rendered, is currently rendering and is expected to continue to render
various investment banking and other advisory services to the Company. It has
received, and will continue to receive, customary compensation from the Company
for such services.
The Company will pay a solicitation fee of $0.50 per Share for any Shares
tendered and accepted for payment and paid for 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, who 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 if
14
<PAGE> 19
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, the Information Agent or the Dealer Manager for purposes of the
Offer.
The Company has retained First Chicago Trust Company of New York as
Depositary and Georgeson & Company Inc. as Information Agent in connection with
the Offer. The Information Agent may contact stockholders by mail, telephone,
telex, telegraph and personal interviews, and may request brokers, dealers and
other nominee stockholders to forward materials relating to the Offer to
beneficial owners. The Depositary and the Information Agent will receive
reasonable and customary compensation for their services and will also be
reimbursed for certain out-of-pocket expenses. The Company has agreed to
indemnify the Depositary and the Information Agent against certain liabilities,
including certain liabilities under the federal securities laws, in connection
with the Offer. Neither the Information Agent nor the Depositary has been
retained to make solicitations or recommendations in connection with the Offer.
Other than as described above, the Company will not pay any solicitation
fees to any broker, dealer, bank, trust company or other person for any Shares
purchased in connection with the Offer. The Company will reimburse such persons
for customary handling and mailing expenses incurred in connection with the
Offer.
The Company will pay all stock transfer taxes, if any, payable on account
of the acquisition of the Shares by the Company pursuant to the Offer, except in
certain circumstances where special payment or delivery procedures are utilized
pursuant to Instruction 6 of the Letter of Transmittal.
CERTAIN INFORMATION CONCERNING THE COMPANY
The Company is a diversified financial services organization, whose core
businesses include consumer lending, commercial lending, leasing, real estate
services, life insurance and asset management. The Company was incorporated in
Delaware in 1928.
The Company's principal executive offices are located at 600 Montgomery
Street, San Francisco, California 94111, and its telephone number is (415)
983-4000.
Recent Developments
On August 11, 1994, the Company and Transamerica Delaware, L.P., a Delaware
limited partnership in which the Company is the general partner, filed a shelf
registration statement (the "Registration Statement") with the Commission with
respect to the proposed offering from time to time of up to $425 million
aggregate liquidation preference of Monthly Income Preferred Securities of
Transamerica Delaware, L.P., guaranteed by the Company to the extent set forth
therein (the "Preferred Securities"). As set forth in "Source and Amount of
Funds" above, the Company intends to finance the Offer with internally generated
funds. Following the announcement of the Offer, and subject to market and other
conditions, the Company intends that Transamerica Delaware, L.P. will effect one
or more public offerings of Preferred Securities. Any such offering would be
made only by means of a prospectus which is included in the Registration
Statement.
On September 16, 1994, the Company announced that, effective September 20,
1994, it was reinstituting a common stock repurchase plan pursuant to which it
proposed to repurchase up to 2,000,000 shares of its common stock from time to
time at market prices.
On October 13, 1994, the Company announced the commencement of the Offer in
a press release which stated that the $10.4 million of premium and expenses
related to the Offer (assuming 6,400,000 Shares are purchased) would be charged
directly to shareholders' equity resulting in a $0.15 reduction in the Company's
fourth quarter earnings per share.
15
<PAGE> 20
Summary Consolidated Historical Financial Information
The following selected financial data for each of the six-month periods
ended June 30, 1994 and June 30, 1993 (unaudited) are derived from the unaudited
consolidated financial statements of Transamerica Corporation and its
subsidiaries set forth in the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994. In the opinion of management, all adjustments
considered necessary for a fair statement of the results for the periods, which
consisted only of normal recurring accruals, have been made. Results for the six
months are not necessarily indicative of the results which can be expected for
the entire year for most of the Company's businesses. The following selected
financial data for each of the years ended December 31, 1993 and December 31,
1992 were derived from the audited consolidated financial statements of
Transamerica Corporation and its subsidiaries incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended December 31, 1993. The
data should be read in conjunction with, and is qualified in its entirety by
reference to, such audited consolidated financial statements and their related
notes. The foregoing reports may be obtained from the Commission in the manner
specified in "Additional Information."
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
(IN MILLIONS, EXCEPT RATIOS AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
UNAUDITED
SIX MONTHS YEAR ENDED
ENDED JUNE 30, DECEMBER 31,
--------------------- ---------------------
1994 1993 1993 1992
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues...................................... $ 2,598.4 $ 2,362.5 $ 4,813.3 $ 4,550.9
Income before taxes........................... 335.4 332.9 588.2 538.4
Income from continuing operations............. 209.4 210.3 447.5 334.0
Income (loss) from discontinued operations.... (0.7) 5.4 (47.0) (90.8)
Extraordinary loss on early extinguishment of
debt........................................ (23.1)
--------- --------- --------- ---------
Net income.................................... $ 208.7 $ 215.7 $ 377.4 $ 243.2
========= ========= ========= =========
Income (loss) per share of common stock:
Income from continuing operations........... $ 2.63 $ 2.50 $ 5.40 $ 4.00
Income (loss) from discontinued
operations............................... (0.01) 0.07 (0.60) (1.17)
Extraordinary loss on early extinguishment
of debt.................................. (0.29)
--------- --------- --------- ---------
Net income.................................. $ 2.62 $ 2.57 $ 4.51 $ 2.83
========= ========= ========= =========
Average number of common shares outstanding
(in thousands).............................. 74,984 79,328 78,495 78,050
Ratio of earnings from continuing operations
to fixed charges(1)......................... 2.19 2.20 2.09 1.90
BALANCE SHEET DATA (AT PERIOD END):
Total assets.................................. $38,956.5 $35,101.6 $36,050.5 $33,290.9
Total assets, less goodwill................... 38,468.5 34,598.8 35,555.1 32,780.1
Notes and loans payable....................... 8,758.3 7,570.7 7,704.0 7,573.1
Shareholders' equity.......................... 3,106.1 3,415.9 3,363.5 3,300.1
Book value per common share................... $ 38.09 $ 38.02 $ 38.46 $ 36.31
</TABLE>
16
<PAGE> 21
NOTES TO SUMMARY HISTORICAL CONSOLIDATED
FINANCIAL INFORMATION
(1) The ratios of earnings from continuing operations to fixed charges were
computed by dividing earnings from continuing operations before fixed charges
and income taxes by the fixed charges. Earnings consist of income from
continuing operations, to which has been added fixed charges and income taxes.
Fixed charges consist of interest and debt expense and one-third of rent
expense, which approximates the interest factor.
(2) In the first quarter of 1994 Transamerica adopted Statement of
Financial Accounting Standards No. 115, Accounting for Certain Investments in
Debt and Equity Securities, which resulted in all of Transamerica's investments
in debt securities being reported at fair value. As of June 30, 1994 the net
unrealized gain from investments marked to fair value included in shareholders'
equity has been reduced by $14.9 million as a result of adopting this new
accounting standard. There is no effect on the income statement from the
adoption of this new accounting standard, and prior periods have not been
restated.
Summary Unaudited Consolidated Pro Forma
Financial Information
The following summary unaudited consolidated pro forma financial
information gives effect to the purchase of Shares pursuant to the Offer and the
issuance of $150 million aggregate liquidation preference of Preferred
Securities, based on certain assumptions described in the Notes to Summary
Unaudited Consolidated Pro Forma Financial Information. The Consolidated
Statement of Income gives effect to the purchase of Shares pursuant to the Offer
and the issuance of such Preferred Securities as if they had occurred on January
1, 1994 and January 1, 1993. The summary unaudited consolidated pro forma
financial information should be read in conjunction with the summary
consolidated historical financial information and does not purport to be
indicative of the results that would actually have been obtained had the
purchase of the Shares pursuant to the Offer or the issuance of the Preferred
Securities been completed at the dates indicated or that may be obtained in the
future.
17
<PAGE> 22
SUMMARY UNAUDITED CONSOLIDATED PRO FORMA
FINANCIAL INFORMATION
(IN MILLIONS, EXCEPT RATIOS AND
PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
JUNE 30, 1994 DECEMBER 31, 1993
---------------------- ----------------------
UNAUDITED
HISTORICAL PRO FORMA HISTORICAL PRO FORMA
---------- --------- ---------- ---------
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues...................................... $ 2,598.4 $2,598.4 $ 4,813.3 $4,813.3
Income before taxes........................... 335.4 328.4 588.2 574.1
Income from continuing operations............. 209.4 205.0 447.5 438.6
Loss from discontinued operations............. (0.7) (0.7) (47.0) (47.0)
Extraordinary loss on early extinguishment of
debt........................................ (23.1) (23.1)
---------- --------- ---------- ---------
Net income.................................... $ 208.7 $ 204.3 $ 377.4 $ 368.5
========= ========== ========= ==========
Earnings per share of common stock:
Income from continuing operations........... $ 2.63 $ 2.53 $ 5.40 $ 5.33
Loss from discontinued operations........... (0.01) (0.01 ) (0.60) (0.60)
Extraordinary loss on early extinguishment
of debt.................................. (0.29) (0.29 )
---------- --------- ---------- ---------
Net income.................................. $ 2.62 $ 2.52 $ 4.51 $ 4.44
========= ========== ========= ==========
Average number of common shares outstanding
(in thousands).............................. 74,984 74,984 78,495 78,495
Ratio of earnings from continuing operations
to fixed charges............................ 2.19 2.14 2.09 2.03
</TABLE>
<TABLE>
<CAPTION>
AT JUNE 30, 1994 AT DECEMBER 31, 1993
---------------------- ----------------------
UNAUDITED
HISTORICAL PRO FORMA HISTORICAL PRO FORMA
---------- --------- ---------- ---------
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets.................................. $ 38,956.5 $38,938.5 $ 36,050.5 $36,034.8
Total assets, less goodwill................... 38,468.5 38,450.5 35,555.1 35,539.4
Minority interest in equity of subsidiaries... 150.0 150.0
Notes and loans payable....................... 8,758.3 8,758.3 7,704.0 7,704.0
Shareholders' equity.......................... 3,106.1 2,938.1 3,363.5 3,197.8
Book value per common share................... $ 38.09 $ 37.97 $ 38.46 $ 38.39
</TABLE>
NOTES TO SUMMARY UNAUDITED CONSOLIDATED PRO FORMA
FINANCIAL INFORMATION
The following assumptions regarding the Offer were made in determining the
pro forma financial information:
(1) The information assumes that 6,400,000 Shares are purchased at a
price of $26.00 per Share, that Preferred Securities of Transamerica
Delaware, L.P. having an aggregate liquidation preference of $150 million
are issued, and that the Company receives a $150 million loan from
Transamerica Delaware, L.P. which transactions are assumed to have occurred
at the beginning of the periods presented. Expenses related to the issuance
of Preferred Securities are assumed to be $4.7 million, which are
capitalized and amortized over the term of such securities. There can be no
assurance that the Company will purchase 6,400,000 Shares or that
18
<PAGE> 23
Transamerica Delaware, L.P. will issue Preferred Securities. See Note (5)
below and "Source and Amount of Funds."
(2) The excess of the purchase price over the par value of the Shares
purchased and expenses directly related to the Offer is assumed to be $10.4
million (if 6,400,000 Shares are purchased), which amount is charged
against additional paid-in capital. Such amounts have been treated as a
preferred dividend in the calculation of earnings per share of common
stock.
(3) Dividends on $150 million aggregate liquidation preference of
Preferred Securities are assumed to be $6.9 million for the six months
ended June 30, 1994 and $13.9 million for the year ended December 31, 1993,
and are treated as interest expense.
(4) The effective tax rate used in calculating income taxes is assumed
to be 36.8%.
(5) If Preferred Securities are not issued, it is assumed for purposes
of this pro forma financial presentation that the Company would incur
approximately $150 million of additional borrowings, and that interest and
debt expenses related to the borrowings would be comparable to a 9.25%
dividend on the Preferred Securities. Under such circumstances, the only
change to the pro forma information would be the elimination of the balance
sheet category entitled minority interest in equity of subsidiaries and a
corresponding $150 million increase in notes and loans payable.
(6) The ratios of earnings from continuing operations to fixed charges
were computed by dividing earnings from continuing operations before fixed
charges and income taxes by the fixed charges. Earnings consist of income
from continuing operations, to which has been added fixed charges and
income taxes. Fixed charges consist of interest and debt expense and one-
third of rent expense, which approximates the interest factor.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith files periodic reports, proxy statements and
other information with the Commission. The Company is required to disclose in
such proxy statements certain information, as of particular dates, concerning
the Company's directors and officers, their remuneration, stock options granted
to them, the principal holders of the Company's securities and any material
interest of such persons in transactions with the Company. The Company has also
filed an Issuer Tender Offer Statement on Schedule 13E-4 with the Commission
which includes certain additional information relating to the Offer.
Such material can be inspected and copied at the public reference
facilities of the Commission, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at its regional offices at Seven World Trade Center, 13th Floor,
New York, New York 10048, and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Reports, proxy materials and other
information about the Company are also available at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005, and the Pacific Stock
Exchange, 301 Pine Street, San Francisco, California 94104. Copies may also be
obtained by mail from the Commission's Public Reference Branch, 450 Fifth
Street, N.W., Washington, D.C. 20549. The Company's Schedule 13E-4 will not be
available at the Commission's regional offices.
The Company filed its Quarterly Report on Form 10-Q for the six months
ended June 30, 1994 on August 11, 1994. Interested shareholders may obtain a
copy of such report from the Company at 600 Montgomery Street, San Francisco,
California 94111 (telephone no. (415) 983-4000). Interested shareholders may
also obtain copies of such report in the manner described in the immediately
preceding paragraph.
19
<PAGE> 24
MISCELLANEOUS
The Offer is not being made to, nor will the Company accept tenders from,
owners of Shares in any jurisdiction in which the Offer or its acceptance would
not be in compliance with the laws of such jurisdiction. The Company is not
aware of any jurisdiction where the making of the Offer or the tender of Shares
would not be in compliance with applicable law. If the Company becomes aware of
any jurisdiction where the making of the Offer or the tender of Shares is not in
compliance with any applicable law, the Company will make a good faith effort to
comply with such law. If, after such good faith effort, the Company cannot
comply with such law, the Offer will not be made to (nor will tenders be
accepted from or on behalf of) the holders of Shares residing in such
jurisdiction. In any jurisdiction in which the securities, blue sky or other
laws require the Offer to be made by a licensed broker or dealer, the Offer will
be deemed to be made on the Company's behalf by one or more registered brokers
or dealers licensed under the laws of such jurisdiction.
20
<PAGE> 25
Facsimile copies of the Letter of Transmittal will be accepted. The Letter
of Transmittal and certificates for Shares should be sent or delivered by each
stockholder of the Company or his or her broker, dealer, bank or trust company
to the Depositary at one of its addresses set forth below.
The Depositary:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<CAPTION>
<S> <C> <C>
By Mail: Facsimile Transmission: By Hand or By Overnight Courier:
P.O. Box 2560 (201) 222-4720 or 14 Wall Street, 8th Floor
Mail Suite 4660 (201) 222-4721 Suite 4680
Jersey City, New Jersey New York, New York 10005
07303-2560
</TABLE>
Confirm by Telephone:
(201) 222-4707
Any questions or requests for assistance may be directed to the Information
Agent or the Dealer Manager at the respective telephone numbers and addresses
listed below. Requests for additional copies of this Offer to Purchase, the
Letter of Transmittal or other tender offer materials may be directed to the
Information Agent or the Dealer Manager, and such copies will be furnished
promptly at the Company's expense. Stockholders may also contact their local
broker, dealer, commercial bank or trust company for assistance concerning the
Offer.
THE INFORMATION AGENT:
(LOGO)
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
BANKS AND BROKERS CALL COLLECT:
(212) 440-9800
ALL OTHERS CALL TOLL-FREE:
(800) 223-2064
THE DEALER MANAGERS:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
(800) 828-3182
<PAGE> 1
LETTER OF TRANSMITTAL
TO ACCOMPANY DEPOSITARY SHARES EACH REPRESENTING
A ONE-TWENTIETH INTEREST IN A SHARE OF 8.50%
PREFERRED STOCK, SERIES D
OF
TRANSAMERICA CORPORATION
TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED OCTOBER 14, 1994
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON MONDAY, NOVEMBER 14, 1994, UNLESS THE OFFER IS EXTENDED.
To: FIRST CHICAGO TRUST COMPANY OF NEW YORK, Depositary
<TABLE>
<S> <C>
By Mail: By Hand or By Overnight Courier:
P.O. Box 2560 14 Wall Street, 8th Floor
Mail Suite 4660 Suite 4680
Jersey City, New Jersey 07303-2560 New York, New York 10005
</TABLE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- ------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) SHARES TENDERED
ON CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF NUMBER OF
CERTIFICATE SHARES REPRESENTED SHARES
NUMBER(S)* BY CERTIFICATE(S)* TENDERED**
<S> <C> <C> <C>
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
Total Shares
------------------------------------------------------------------------------------------------------------------
</TABLE>
* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented
by any certificates delivered to the Depositary are being tendered. See
Instruction 4.
<PAGE> 2
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN ONE LISTED ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
DO NOT SEND ANY CERTIFICATES TO GOLDMAN, SACHS & CO. OR TO TRANSAMERICA
CORPORATION.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used if certificates are to be
forwarded herewith or if delivery of Shares (as defined below) is to be made by
book-entry transfer to the Depositary's account at The Depository Trust Company
("DTC"), Midwest Securities Trust Company ("MSTC") or Philadelphia Depositary
Trust Company ("PDTC") (hereinafter collectively referred to as the "Book-Entry
Transfer Facilities") pursuant to the procedures set forth under "Terms of the
Offer -- Procedure for Tendering Shares" in the Offer to Purchase (as defined
below).
Stockholders who cannot deliver their Shares and all other documents
required hereby to the Depositary by the Expiration Date (as defined in the
Offer to Purchase) must tender their Shares pursuant to the guaranteed delivery
procedure set forth under "Terms of the Offer -- Procedure for Tendering Shares"
in the Offer to Purchase. See Instruction 2. Delivery of documents to the
Company or to a Book-Entry Transfer Facility does not constitute a valid
delivery.
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND
COMPLETE THE FOLLOWING:
Name of tendering institution _________________________________________________
Check applicable box: / / DTC / / MSTC / / PDTC
Account No. ___________________________________________________________________
Transaction Code No. __________________________________________________________
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of tendering stockholder(s) ___________________________________________
Date of execution of Notice of Guaranteed Delivery ____________________________
Name of institution that guaranteed delivery __________________________________
If delivery is by book-entry transfer:
Name of tendering institution _________________________________________________
Account no. ______________ at / / DTC / / MSTC / / PDTC
Transaction code no. __________________________________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
<PAGE> 3
Ladies and Gentlemen:
The undersigned hereby tenders to Transamerica Corporation, a Delaware
corporation (the "Company"), the above-described depositary shares (the
"Shares") each representing a one-twentieth interest in a share of its 8.50%
Preferred Stock, Series D, pursuant to the Company's offer to purchase up to
6,400,000 Shares at a price per Share of $26.00, 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"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which together constitute the
"Offer").
Subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to all the Shares that are being tendered hereby (and
any and all other Shares or other securities issued or issuable in respect
thereof on or after October 14, 1994 (collectively, "Distributions")) and
constitutes and appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares and all
Distributions, with full power of substitution (such power of attorney being an
irrevocable power coupled with an interest), to (a) deliver certificates for
such Shares and all Distributions, or transfer ownership of such Shares and all
Distributions on the account books maintained by any of the Book-Entry Transfer
Facilities, together, in any such case, with all accompanying evidences of
transfer and authenticity, to or upon the order of the Company, (b) present such
Shares and all Distributions for registration and transfer on the books of the
Company and (c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares and all Distributions, all in accordance
with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and all Distributions and that, when and to the extent the same
are accepted for payment by the Company, the Company will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale or transfer thereof, and the same will not be
subject to any adverse claims. The undersigned will, upon request, execute and
deliver any additional documents deemed by the Depositary or the Company to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby and all Distributions.
All authority herein conferred or agreed to be conferred shall not be
affected by, and shall survive the death or incapacity of the undersigned, and
any obligations of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. Except as
stated in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described under "Terms of the Offer -- Procedure for Tendering
Shares" in the Offer to Purchase and in the instructions hereto will constitute
the undersigned's acceptance of the terms and conditions of the Offer, including
the undersigned's representation and warranty that (i) the undersigned has a net
long position in the Shares being tendered within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended, and (ii) the
tender of such Shares complies with Rule 14e-4. The Company's acceptance for
payment of Shares tendered pursuant to the Offer will constitute a binding
agreement between the undersigned and the Company upon the terms and subject to
the conditions of the Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Offer, the Company may terminate or amend the Offer or may not be required
to purchase any of the Shares tendered hereby or may accept for payment pro rata
with Shares tendered by other shareholders
<PAGE> 4
fewer than all of the Shares tendered hereby. In either event, the undersigned
understands that certificate(s) for any Shares not tendered or not purchased
will be returned to the undersigned.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of any Shares purchased, and/or return
any Shares not tendered or not purchased, in the name(s) of the undersigned
(and, in the case of Shares tendered by book-entry transfer, by credit to the
account at the Book-Entry Transfer Facility designated above). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the check
for the purchase price of any Shares purchased and/or any certificates for
Shares not tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned
signature(s). In the event that both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the check for the purchase
price of any Shares purchased and/or return any Shares not tendered or not
purchased in the name(s) of, and mail said check and/or any certificates to, the
person(s) so indicated. The undersigned recognizes that the Company has no
obligation, pursuant to the "Special Payment Instructions," to transfer any
Shares from the name of the registered holder(s) thereof if the Company does not
accept for payment any of the Shares so tendered.
<PAGE> 5
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased and/or certificates for Shares not tendered or not purchased are to
be issued in the name of someone other than the undersigned.
Issue / / check and/or / / certificate(s) to:
Name________________________________________________
____________________________________________________
(Please print)
Address_____________________________________________
____________________________________________________
(Include Zip Code)
____________________________________________________
(Taxpayer Identification or Social Security No.)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased and/or certificates for Shares not tendered or not purchased are to
be mailed to someone other than the undersigned or to the undersigned at an
address other than that shown below the undersigned's signature(s).
Mail / / check and/or / / certificate(s) to:
Name________________________________________________
____________________________________________________
(Please print)
Address_____________________________________________
____________________________________________________
(Include Zip Code)
<PAGE> 6
SOLICITED TENDERS
(SEE INSTRUCTION 10)
The Company will pay to any Soliciting Dealer, as defined in Instruction
10, a solicitation fee of $0.50 per Share for each Share tendered and purchased
pursuant to the Offer.
The undersigned represents that the Soliciting Dealer which solicited and
obtained this tender is:
Name of Firm:_________________________________________________________________
(Please Print)
Name of Individual Broker or Financial Consultant:____________________________
Identification Number (if known):_____________________________________________
Address:______________________________________________________________________
(Include Zip Code)
The following to be completed ONLY if customer's Shares held in nominee
name are tendered.
Name of Beneficial Owner Number of Shares Tendered
(Attach additional list if necessary)
________________________________ ________________________________
________________________________ ________________________________
________________________________ ________________________________
The acceptance of compensation by such Soliciting Dealer will constitute a
representation by it that: (i) it has complied with the applicable requirements
of the Securities Exchange Act of 1934, as amended, and the applicable rules and
regulations thereunder, in connection with such solicitation; (ii) it is
entitled to such compensation for such solicitation under the terms and
conditions of the Offer to Purchase; (iii) in soliciting tenders of Shares, it
has used no soliciting materials other than those furnished by the Company; and
(iv) if it is a foreign broker or dealer not eligible for membership in the
National Association of Securities Dealers, Inc. (the "NASD"), it has agreed to
conform to the NASD's Rules of Fair Practice in making solicitations.
The payment of compensation to any Soliciting Dealer is dependent on such
Soliciting Dealer's returning a Notice of Solicited Tenders to the Depositary.
<PAGE> 7
SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
_______________________________________________________________________________
Signature(s) of Owner(s)
_______________________________________________________________________________
Dated ________________, 1994
Name(s) _______________________________________________________________________
(Please Print)
_______________________________________________________________________________
Capacity (full title) _________________________________________________________
Address _______________________________________________________________________
(Include Zip Code)
_______________________________________________________________________
Area Code and Telephone No. ___________________________________________________
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on the
stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Name of Firm __________________________________________________________________
Authorized Signature __________________________________________________________
Dated_______________, 1994
<PAGE> 8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm that is a
member of a registered national securities exchange or the National Association
of Securities Dealers, Inc., or by a commercial bank or trust company having an
office or correspondent in the United States which is a participant in an
approved Signature Guarantee Medallion Program (an "Eligible Institution").
Signatures on this Letter of Transmittal need not be guaranteed (a) if this
Letter of Transmittal is signed by the registered holder(s) of the Shares (which
term, for purposes of this document, shall include any participant in one of the
Book-Entry Transfer Facilities whose name appears on a security position listing
as the owner of Shares) tendered herewith and such holder(s) have not completed
the box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on this Letter of Transmittal or (b) if such Shares are
tendered for the account of an Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES. This Letter of
Transmittal is to be used either if certificates are to be forwarded herewith or
if delivery of Shares is to be made by book-entry transfer pursuant to the
procedures set forth under "Terms of the Offer -- Procedure for Tendering
Shares" in the Offer to Purchase. Certificates for all physically delivered
Shares, or a confirmation of a book-entry transfer into the Depositary's account
at one of the Book-Entry Transfer Facilities of all Shares delivered
electronically, as well as a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth on the front page of this Letter of Transmittal on or prior
to the Expiration Date (as defined in the Offer to Purchase). Stockholders who
cannot deliver their Shares and all other required documents to the Depositary
on or prior to the Expiration Date must tender their Shares pursuant to the
guaranteed delivery procedure set forth under "Terms of the Offer -- Procedure
for Tendering Shares" in the Offer to Purchase. Pursuant to such procedure: (a)
such tender must be made by or through an Eligible Institution, (b) a properly
completed and duly executed Notice of Guaranteed Delivery in the form provided
by the Company (with any required signature guarantees) must be received by the
Depositary on or prior to the Expiration Date and (c) the certificates for all
physically delivered Shares, or a confirmation of a book-entry transfer into the
Depositary's account at one of the Book-Entry Transfer Facilities of all Shares
delivered electronically, as well as a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) and any other documents required by
this Letter of Transmittal must be received by the Depositary within five New
York Stock Exchange, Inc. trading days after the date of execution of such
Notice of Guaranteed Delivery, all as provided under "Terms of the
Offer -- Procedure for Tendering Shares" in the Offer to Purchase.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE
OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF CERTIFICATES FOR SHARES ARE
SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED,
IS RECOMMENDED
No alternative, conditional or contingent tenders will be accepted. See
"Terms of the Offer -- Number of Shares; Purchase Price; Expiration Date;
Receipt of Dividend" in the Offer to Purchase. By executing this Letter of
Transmittal (or facsimile thereof), the tendering stockholder waives any right
to receive any notice of the acceptance for payment of the Shares.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Shares represented by any certificate
delivered to the Depositary are to be tendered, fill in the number of Shares
that are to be tendered in the box entitled "Number of Shares
<PAGE> 9
Tendered." In such case, a new certificate for the remainder of the Shares
represented by the old certificate will be sent to the person(s) signing this
Letter of Transmittal, unless otherwise provided in the "Special Payment
Instructions" or "Special Delivery Instructions" boxes on this Letter of
Transmittal, as promptly as practicable following the expiration or termination
of the Offer. All Shares represented by certificates delivered to the Depositary
will be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby is held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby is registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the purchase price is to be made to, or Shares
not tendered or not purchased are to be registered in the name of, any person
other than the registered holder(s). Signatures on any such certificates or
stock powers must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates must be
endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the certificates
for such Shares. Signature(s) on any such certificates or stock powers must be
guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Company of the authority of such person so to act must be submitted.
6. STOCK TRANSFER TAXES. The Company will pay or cause to be paid any
stock transfer taxes with respect to the sale and transfer of any Shares to it
or its order pursuant to the Offer. If, however, payment of the purchase price
is to be made to, or Shares not tendered or not purchased are to be registered
in the name of, any person other than the registered holder(s), or if tendered
Shares are registered in the name of any person other than the person(s) signing
this Letter of Transmittal, the amount of any stock transfer taxes (whether
imposed on the registered holder(s), such other person or otherwise) payable on
account of the transfer to such person will be deducted from the purchase price
unless satisfactory evidence of the payment of such taxes, or exemption
therefrom, is submitted. See "Terms of the Offer -- Acceptance for Payment of
Shares and Payment of Purchase Price" in the Offer to Purchase. EXCEPT AS
PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY TO AFFIX TRANSFER TAX
STAMPS TO THE CERTIFICATES REPRESENTING SHARES TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the
purchase price of any Shares purchased is to be issued in the name of, and/or
any Shares not tendered or not purchased are to be returned to, a person other
than the person(s) signing this Letter of Transmittal or if the check and/or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown above in the box captioned "Description of Shares
Tendered," then the boxes captioned "Special Payment Instructions" and/or
"Special Delivery Instructions" on this Letter of Transmittal should be
completed. Stockholders tendering Shares by book-entry transfer will have any
Shares
<PAGE> 10
not accepted for payment returned by crediting the account maintained by such
stockholder at the Book-Entry Transfer Facility from which such transfer was
made.
8. SUBSTITUTE FORM W-9 AND FORM W-8. The tendering stockholder is required
to provide the Depositary with either a correct Taxpayer Identification Number
("TIN") on Substitute Form W-9, which is provided under "Important Tax
Information" below, or a properly completed Form W-8. Failure to provide the
information on either Substitute Form W-9 or Form W-8 may subject the tendering
stockholder to 31% federal income tax backup withholding on the payment of the
purchase price. The box in Part 2 of Substitute Form W-9 may be checked if the
tendering stockholder has not been issued a TIN and has applied for a number or
intends to apply for a number in the near future. If the box in Part 2 is
checked and the Depositary is not provided with a TIN by the time of payment,
the Depositary will withhold 31% on all payments of the purchase price
thereafter until a TIN is provided to the Depositary.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests
for assistance may be directed to the Information Agent or the Dealer Manager at
their respective telephone numbers and addresses listed below. Requests for
additional copies of the Offer to Purchase, this Letter of Transmittal or other
tender offer materials may be directed to the Information Agent or the Dealer
Manager and such copies will be furnished promptly at the Company's expense.
Stockholders may also contact their local broker, dealer, commercial bank or
trust company for assistance concerning the Offer.
10. SOLICITED TENDERS. The Company will pay a solicitation fee of $0.50
per Share for any Shares tendered and accepted for payment and paid for pursuant
to the Offer, covered by the Letter of Transmittal which designates, in the box
captioned "Solicited Tenders," 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 dealer or broker, 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 Depositary 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 Soliciting Dealer may, until the Expiration Date,
buy, sell, deal or trade in the Shares for its own account. No broker, dealer,
bank, trust company or fiduciary shall be deemed to be the agent of the Company,
the Depositary, the Information Agent or the Dealer Manager for purposes of the
Offer.
11. IRREGULARITIES. All questions as to the form of documents and the
validity, eligibility (including time of receipt) and acceptance of any tender
of Shares will be determined by the Company, in its sole discretion, and its
determination shall be final and binding. The Company reserves the absolute
right to reject any and all tenders of Shares that it determines are not in
proper form or the acceptance for payment of or payment for Shares that may, in
the opinion of the Company's counsel, be unlawful. The Company also reserves the
absolute right to waive any of the conditions to the Offer or any defect or
irregularity in any tender of Shares and the Company's interpretation of the
terms and conditions of the Offer (including these instructions) shall be final
and binding. Unless waived, any defects or irregularities in connection with
tenders must be cured within such time as the Company shall determine. None of
the Company, the Dealer Manager, the Depositary, the Information Agent or any
other person shall be under any duty to give notice of any defect or
irregularity in tenders, nor shall any of them incur any liability for failure
to give any such notice. Tenders will not be deemed to have been made until all
defects and irregularities have been cured or waived.
<PAGE> 11
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF)
TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER
REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR TO THE
EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE).
IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with
either such stockholder's correct TIN on Substitute Form W-9 below or a properly
completed Form W-8. If such stockholder is an individual, the TIN is his or her
social security number. For businesses and other entities, the number is the
employer identification number. If the Depositary is not provided with the
correct TIN or properly completed Form W-8, the stockholder may be subject to a
$50 penalty imposed by the Internal Revenue Service. In addition, payments that
are made to such stockholder with respect to Shares purchased pursuant to the
Offer may be subject to backup withholding. The Form W-8 can be obtained from
the Depositary. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
If federal income tax backup withholding applies, the Depositary is
required to withhold 31% of any payments made to the stockholder. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of the
tax withheld. If withholding results in an overpayment of taxes, a refund may be
obtained.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on payments that are made to a stockholder with
respect to Shares purchased pursuant to the Offer, the stockholder is required
to notify the Depositary of his or her correct TIN by completing the Substitute
Form W-9 attached hereto certifying that the TIN provided on Substitute Form W-9
is correct and that (1) the stockholder has not been notified by the Internal
Revenue Service that he or she is subject to federal income tax backup
withholding as a result of failure to report all interest or dividends or (2)
the Internal Revenue Service has notified the stockholder that he or she is no
longer subject to federal income tax backup withholding. Foreign stockholders
must submit a properly completed Form W-8 in order to avoid the applicable
backup withholding; provided, however, that backup withholding will not apply to
foreign stockholders subject to 30% (or lower treaty rate) withholding on gross
payments received pursuant to the Offer.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the social security
number or employer identification number of the registered owner of the Shares.
If the Shares are in more than one name or are not in the name of the actual
owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report.
<PAGE> 12
<TABLE>
- -------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK
- -------------------------------------------------------------------------------------------------------------------
<S> <C>
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE Social Security Number OR
BOX AT RIGHT AND CERTIFY BY SIGNING AND Employee Identification Number
DATING BELOW. TIN ___________________________
------------------------------------------------------------------------------
FORM W-9 Name (Please Print) __________________________________ PART 2
DEPARTMENT OF THE TREASURY Address ______________________________________________ Awaiting TIN / /
INTERNAL REVENUE SERVICE City _____________ State _________ Zip Code __________
------------------------------------------------------------------------------
PAYOR'S REQUEST FOR TAXPAYER PART 3 -- CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
IDENTIFICATION NUMBER (TIN) (1) the number shown on this form is my correct taxpayer identification number
AND CERTIFICATION (or a TIN has not been issued to me but I have mailed or delivered an
application to receive a TIN or intend to do so in the near future),
(2) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Service (the "IRS") that I am subject to
backup withholding as a result of a failure to report all interest or
dividends or the IRS has notified me that I am no longer subject to backup
withholding, and
(3) all other information provided on this form is true, correct and complete.
------------------------------------------------------------------------------
SIGNATURE ____________________________________ DATE: ________________________
You must cross out item (2) above if you have been notified by the IRS that you
are currently subject to backup withholding because of underreporting interest
or dividends on your tax return.
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE
THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF THE
SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me and either (1) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 31% of all
payments of the purchase price made to me will be withheld until I provide a
number.
Signature _____________________________________ Date _________________, 1994
<PAGE> 13
THE INFORMATION AGENT:
(LOGO)
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect:
(212) 440-9800
ALL OTHERS CALL TOLL FREE:
(800) 223-2064
THE DEALER MANAGERS:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
(800) 828-3182
<PAGE> 14
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE.
Purpose of Form. -- A person who is required to file an information return
with the IRS must obtain your correct TIN to report income paid to you, real
estate transactions, mortgage interest you paid, the acquisition or abandonment
of secured property, or contributions you made to an IRA. Use Form W-9 to
furnish your correct TIN to the requester (the person asking you to furnish your
TIN) and, when applicable, (1) to certify that the TIN you are furnishing is
correct (or that you are waiting for a number to be issued), (2) to certify that
you are not subject to backup withholding, and (3) to claim exemption from
backup withholding if you are an exempt payee. Furnishing your correct TIN and
making the appropriate certifications will prevent certain payments from being
subject to backup withholding.
Note: If a requester gives you a form other than a W-9 to request your TIN,
you must use the requester's form.
How To Obtain a TIN. -- If you do not have a TIN, apply for one
immediately. To apply, get Form SS-5, Application for a Social Security Card
(for individuals), from your local office of the Social Security Administration,
or Form SS-4, Application for Employer Identification Number (for businesses and
all other entities), from your local IRS office.
To complete Form W-9 if you do not have a TIN, write "Applied for" in the
space for the TIN in Part I (or check box 2 of Substitute Form W-9), sign and
date the form, and give it to the requester. Generally, you must obtain a TIN
and furnish it to the requester by the time of payment. If the requester does
not receive your TIN by the time of payment, backup withholding, if applicable,
will begin and continue until you furnish your TIN to the requester.
Note: Writing "Applied for" (or checking box 2 of the Substitute Form W-9)
on the form means that you have already applied for a TIN OR that you intend to
apply for one in the near future.
As soon as you receive your TIN, complete another Form W-9, include your
TIN, sign and date the form, and give it to the requester.
What Is Backup Withholding? -- Persons making certain payments to you after
1992 are required to withhold and pay to the IRS 31% of such payments under
certain conditions. This is called "backup withholding". Payments that could be
subject to backup withholding include interest, dividends, broker and barter
exchange transactions, rents, royalties, nonemployee compensation, and certain
payments from fishing boat operators, but do not include real estate
transactions.
If you give the requester your correct TIN, make the appropriate
certifications, and report all your taxable interest and dividends on your tax
return, your payments will not be subject to backup withholding. Payments you
receive will be subject to backup withholding if:
1. You do not furnish your TIN to the requester, or
2. The IRS notifies the requester that you furnished an incorrect TIN,
or
3. You are notified by the IRS that you are subject to backup
withholding because you failed to report all your interest and dividends on
your tax return (for reportable interest and dividends only), or
4. You do not certify to the requester that you are not subject to
backup withholding under 3 above (for reportable interest and dividend
accounts opened after 1983 only), or
5. You do not certify your TIN. This applies only to reportable
interest, dividend, broker, or barter exchange accounts opened after 1983,
or broker accounts considered inactive in 1983.
Except as explained in 5 above, other reportable payments are subject to
backup withholding only if 1 or 2 above applies. Certain payees and payments are
exempt from backup withholding and information reporting.
<PAGE> 15
See Payees and Payments Exempt From Backup Withholding, below, and Example
Payees and Payments under Specific Instructions, below, if you are an exempt
payee.
Payees and Payments Exempt From Backup Withholding. -- The following is a
list of payees exempt from backup withholding and for which no information
reporting is required. For interest and dividends, all listed payees are exempt
except item (9). For broker transactions, payees listed in (1) through (13) and
a person registered under the Investment Advisers Act of 1940 who regularly acts
as a broker are exempt. Payments subject to reporting under sections 6041 and
6041A are generally exempt from backup withholding only if made to payees
described in items (1) through (7), except a corporation that provides medical
and health care services or bills and collects payments for such services is not
exempt from backup withholding or information reporting. Only payees described
in items (2) through (6) are exempt from backup withholding for barter exchange
transactions, patronage dividends, and payments by certain fishing boat
operators.
(1) A corporation. (2) An organization exempt from tax under section
501(a), or an IRA, or a custodial account under section 403(b)(7). (3) The
United States or any of its agencies or instrumentalities. (4) A state, the
District of Columbia, a possession of the United States, or any of their
political subdivisions or instrumentalities. (5) A foreign government or any of
its political subdivisions, agencies, or instrumentalities. (6) An international
organization or any of its agencies or instrumentalities. (7) A foreign central
bank of issue. (8) A dealer in securities or commodities required to register in
the United States or a possession of the United States. (9) A futures commission
merchant registered with the Commodity Futures Trading Commission. (10) A real
estate investment trust. (11) An entity registered at all times during the tax
year under the Investment Company Act of 1940. (12) A common trust fund operated
by a bank under section 584(a). (13) A financial institution. (14) A middleman
known in the investment community as a nominee or listed in the most recent
publication of the American Society of Corporate Secretaries, Inc., Nominee
List. (15) A trust exempt from tax under section 664 or described in section
4947.
Payments of dividend and patronage dividends generally not subject to
backup withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident partner.
- Payments of patronage dividends not paid in money.
- Payments made by certain foreign organizations.
Payments of interest generally not subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you have not
provided your correct TIN to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Mortgage interest paid by you.
Payments that are not subject to information reporting are also not subject
to backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044,
6045, 6049, 6050A, and 6050N, and their regulations.
2
<PAGE> 16
PENALTIES
Failure To Furnish TIN. -- If you fail to furnish your correct TIN to a
requester, you will be subject to a penalty of $50 for each such failure unless
your failure is due to reasonable cause and not to willful neglect.
Civil Penalty for False Information With Respect to Withholding. -- If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
Criminal Penalty for Falsifying Information. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
Misuse of TINs. -- If the requester discloses or uses TINs in violation of
Federal law, the requester may be subject to civil and criminal penalties.
SPECIFIC INSTRUCTIONS
Name. -- If you are an individual, you must generally provide the name
shown on your Social Security card. However, if you have changed your last name,
for instance, due to marriage, without informing the Social Security
Administration of the name change, please enter your first name, the last name
shown on your Social Security card, and your new last name.
If you are a sole proprietor, you must furnish your individual name and
either your SSN or EIN. You may also enter your business name or "doing business
as" name on the business name line. Enter your name(s) as shown on your Social
Security card and/or as it was used to apply for your EIN on Form SS-4.
SIGNING THE CERTIFICATION.
1. Interest, Dividend, Broker and Barter Exchange Accounts Opened Before
1984 and Broker Accounts Considered Active During 1983. You are required to
furnish your correct TIN, but you are not required to sign the certification.
2. Interest, Dividend, Broker, and Barter Exchange Accounts Opened After
1983 and Broker Accounts Considered Inactive During 1983. You must sign the
certification or backup withholding will apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the requester, you
must cross out item 2 in the certification before signing the form.
3. Real Estate Transactions. You must sign the certification. You may
cross out item 2 of the certification.
4. Other Payments. You are required to furnish your correct TIN, but you
are not required to sign the certification unless you have been notified of an
incorrect TIN. Other payments include payments made in the course of the
requester's trade or business for rents, royalties, goods (other than bills for
merchandise), medical and health care services, payments to a nonemployee for
services (including attorney and accounting fees), and payments to certain
fishing boat crew members.
5. Mortgage Interest Paid by You, Acquisition or Abandonment of Secured
Property, or IRA Contributions. You are required to furnish your correct TIN,
but you are not required to sign the certification.
6. Exempt Payees and Payments. If you are exempt from backup withholding,
you should complete this form to avoid possible erroneous backup withholding.
Enter your correct TIN in Part I, write "EXEMPT" in the block in Part II, and
sign and date the form. If you are a nonresident alien or foreign entity not
subject to backup withholding, give the requester a complete Form W-8,
Certificate of Foreign Status.
7. TIN "Applied for." Follow the instructions under How To Obtain a TIN on
page 1, and sign and date this form.
Signature. -- For a joint account, only the person whose TIN is shown in
Part I should sign.
Privacy Act Notice. -- Section 6109 requires you to furnish your correct
TIN to persons who must file information returns with the IRS to report
interest, dividends, and certain other income paid to you, mortgage
3
<PAGE> 17
interest you paid, the acquisition or abandonment of secured property, or
contributions you made to an IRA. The IRS uses the numbers for identification
purposes and to help verify the accuracy of your tax return. You must provide
your TIN whether or not you are required to file a tax return. Payers must
generally withhold 31% of taxable interest, dividend, and certain other payments
to a payee who does not furnish a TIN to a payer. Certain penalties may also
apply.
WHAT NAME AND NUMBER TO GIVE THE REQUESTER
<TABLE>
<S> <C>
For this type of account: Give name and SSN of:
1. Individual......................................... The individual
2. Two or more individuals (joint account)............ The actual owner of the account or, if
combined funds, the first individual on
the account(1)
3. Custodian account of a minor (Uniform Gift
to Minors Act)..................................... The minor(2)
4. a. The usual revocable savings trust (grantor is
also trustee)................................... The grantor-trustee(1)
b. So-called trust account that is not a legal or
valid trust under state law..................... The actual owner(1)
5. Sole proprietorship................................ The owner(3)
For this type of account: Give name and EIN of:
6. Sole proprietorship................................ The owner(3)
7. A valid trust, estate, or pension trust............ Legal entity(4)
8. Corporate.......................................... The corporation
9. Association, club, religious, charitable,
educational, or other tax-exempt organization...... The organization
10. Partnership........................................ The partnership
11. A broker or registered nominee..................... The broker or nominee
12. Account with the Department of Agriculture in the
name of a public entity (such as a state or local
government, school district or prison) that
receives agriculture program payments.............. The public entity
</TABLE>
- ---------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's SSN.
(3) Show your individual name. You may also enter your business name. You may
use your SSN or EIN.
(4) List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the TIN of the personal representative or trustee unless the
legal entity itself is not designated in the account title.)
Note: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
4
<PAGE> 1
October 14, 1994
Dear Stockholder:
Transamerica Corporation is offering 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 (representing 80% of the currently outstanding
Shares), at a price of $26.00 per Share.
All of the Shares that are properly tendered (and are not withdrawn) will,
subject to the terms and conditions set forth in the enclosed Offer to Purchase
(including the proration provisions and minimum record holder requirement set
forth therein), be purchased at that price, net to the selling stockholder in
cash. All other Shares that have been tendered and not purchased will be
returned to the stockholder.
If you do not wish to participate in the Offer, you do not need to take any
action.
The Offer is explained in detail in the enclosed Offer to Purchase and
Letter of Transmittal. If you want to tender your Shares, the instructions on
how to tender Shares are also explained in detail in the enclosed materials. I
encourage you to read carefully these materials before making any decision with
respect to the Offer.
The Company believes that the purchase of Shares at this time represents an
attractive opportunity that will benefit the Company and its stockholders. In
addition, the Offer gives stockholders the opportunity to sell their Shares at a
price greater than the market price prevailing prior to the announcement of the
Offer and without the usual transaction costs associated with a market sale.
Neither the Company nor its Board of Directors makes any recommendation to
any stockholder whether to tender any or all Shares.
Sincerely,
FRANK C. HERRINGER
President and Chief Executive Officer
<PAGE> 1
TRANSAMERICA CORPORATION
NOTICE OF GUARANTEED DELIVERY OF DEPOSITARY SHARES
EACH REPRESENTING A ONE-TWENTIETH INTEREST IN A
SHARE OF ITS 8.50% PREFERRED STOCK, SERIES D
This form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if certificates for the Depositary Shares
(the "Shares") each representing a one-twentieth interest in a share of 8.50%
Preferred Stock, Series D of Transamerica Corporation are not immediately
available, if the procedure for book-entry transfer cannot be completed on a
timely basis, or if time will not permit all other documents required by the
Letter of Transmittal to be delivered to the Depositary on or prior to the
Expiration Date (as defined in the Offer to Purchase referred to below). Such
form may be delivered by hand or transmitted by mail, or (for Eligible
Institutions only) by facsimile transmission, to the Depositary. See "Terms of
the Offer -- Procedure for Tendering Shares" in the Offer to Purchase. THE
ELIGIBLE INSTITUTION WHICH COMPLETES THIS FORM MUST COMMUNICATE THE GUARANTEE TO
THE DEPOSITARY AND MUST DELIVER THE LETTER OF TRANSMITTAL AND CERTIFICATES FOR
SHARES TO THE DEPOSITARY WITHIN THE TIME SHOWN HEREIN. FAILURE TO DO SO COULD
RESULT IN A FINANCIAL LOSS TO SUCH ELIGIBLE INSTITUTION.
To: FIRST CHICAGO TRUST COMPANY OF NEW YORK, DEPOSITARY
<TABLE>
<S> <C> <C>
By Mail: Facsimile Transmission: By Hand or By Overnight Courier:
P.O. Box 2560 (201) 222-4720 14 Wall Street, 8th Floor
Mail Suite 4660 or Suite 4680
Jersey City, New Jersey (201) 222-4721 New York, New York 10005
07303-2560
Confirm by Telephone:
(201) 222-4707
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN ONE LISTED ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
<PAGE> 2
Ladies and Gentlemen:
The undersigned hereby tenders to Transamerica Corporation, a Delaware
corporation (the "Company"), 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"), receipt of which is hereby acknowledged, the number of Shares of the
Company listed below, pursuant to the guaranteed delivery procedure set forth in
"Terms of the Offer -- Procedure for Tendering Shares" in the Offer to Purchase.
<TABLE>
<S> <C>
Number of Shares:
- -----------------------------------------
Certificate Nos. (if available): -----------------------------------------
Signature(s)
- -----------------------------------------
- ----------------------------------------- -----------------------------------------
If shares will be tendered by book-entry Name(s) of Record Holder(s) (Please Print)
transfer:
Name of Tendering Institution: -----------------------------------------
Address
----------------------------------------
- ----------------------------------------- -----------------------------------------
Account No. at (check -----------------------------------------
------------------- Area Code and Telephone Number
one)
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
</TABLE>
2
<PAGE> 3
GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or correspondent in the United
States, guarantees (a) that the above-named person(s) has a net long position in
the Shares being tendered within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended, (b) that such tender of Shares
complies with Rule 14e-4 and (c) to deliver to the Depositary at one of its
addresses set forth above certificate(s) for the Shares tendered hereby, in
proper form for transfer, or a confirmation of the book-entry transfer of the
Shares tendered hereby into the Depositary's account at The Depository Trust
Company, Midwest Securities Trust Company or Philadelphia Depository Trust
Company, in each case together with (a) properly completed and duly executed
Letter(s) of Transmittal (or facsimile(s) thereof), with any required signature
guarantee(s) and any other required documents, all within five New York Stock
Exchange, Inc. trading days after the date hereof.
<TABLE>
<S> <C>
- -------------------------------------------- --------------------------------------------
Name of Firm Authorized Signature
- -------------------------------------------- --------------------------------------------
Address Name
- -------------------------------------------- --------------------------------------------
City, State, Zip Code Title
- --------------------------------------------
Area Code and
Telephone Number
</TABLE>
Dated: , 1994
----------------------------
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM.
YOUR STOCK CERTIFICATES MUST BE SENT WITH
THE LETTER OF TRANSMITTAL.
3
<PAGE> 1
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
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON MONDAY, NOVEMBER 14, 1994, UNLESS THE OFFER IS EXTENDED.
October 14, 1994
To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:
In our capacity as Dealer Managers, we are enclosing the material listed
below 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 will purchase
all Shares validly tendered and not withdrawn, upon the terms and subject to the
conditions of the Offer, including the provisions thereof relating to proration
and the minimum record holder requirement (as described in the Offer to
Purchase).
The purchase price will be paid in cash, net to the seller, with respect to
all Shares purchased. Shares not purchased because of proration will be
returned.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. The Offer is, however, subject to other conditions. See "Terms of the
Offer -- Certain Conditions of the Offer" in the Offer to Purchase.
We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Offer to their attention as
promptly as possible.
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 Soliciting Dealer may, until the expiration of
the Offer, buy, sell, deal or trade in the Shares for its own account. 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.
The Company will also, upon request, reimburse Soliciting Dealers for
reasonable and customary handling and mailing expenses incurred by them in
forwarding materials relating to the Offer to their
<PAGE> 2
customers. The Company will pay all stock transfer taxes applicable to its
purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter
of Transmittal.
In order for a Soliciting Dealer to receive a solicitation fee, First
Chicago Trust Company of New York, as Depositary (the "Depositary") must have
received from such Soliciting Dealer a properly completed and duly executed
Notice of Solicited Tenders in the form attached hereto (or facsimile thereof)
within five business days after the expiration of the Offer.
For your information and for forwarding to your clients, we are enclosing
the following documents:
1. The Offer to Purchase.
2. The Letter of Transmittal for your use and for the information of
your clients.
3. A letter to stockholders of the Company from the President and
Chief Executive Officer of the Company.
4. The Notice of Guaranteed Delivery to be used to accept the Offer if
the Shares and all other required documents cannot be delivered to the
Depositary by the Expiration Date (as defined in the Offer to Purchase).
5. A letter which may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee, with
space for obtaining such clients' instructions with regard to the Offer.
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9, providing
information relating to backup federal income tax withholding.
7. A return envelope addressed to First Chicago Trust Company of New
York, the Depositary.
WE URGE YOU 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.
As described in the Offer to Purchase, if more than 6,400,000 Shares (or,
if the Amount Sought (as defined in the Offer to Purchase) is decreased, such
lesser amount) have been validly tendered and not withdrawn on or prior to the
Expiration Date, as defined in the Offer to Purchase, the Company will purchase
Shares from all tendering holders on a pro rata basis.
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 ENCLOSED 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
DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
2
<PAGE> 3
NOTICE OF SOLICITED TENDERS
List below the number of Shares tendered by each beneficial owner whose
tender you have solicited. All Shares beneficially owned by a beneficial owner,
whether in one account or several, and in however many capacities, must be
aggregated for purposes of completing the table below. Any questions as to what
constitutes beneficial ownership should be directed to the Depositary. If the
space below is inadequate, list the Shares in a separate signed schedule and
affix the list to this Notice of Solicited Tenders. Please do not complete the
sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY."
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO, AND ALL QUESTIONS
CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD BE DIRECTED TO, THE
DEPOSITARY.
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
TO BE COMPLETED BY TO BE COMPLETED TO BE COMPLETED
THE SOLICITING DEALER ONLY BY DEPOSITARY ONLY BY DEPOSITARY
- ---------------------------------------------------------------------------------------------
NUMBER OF SHARES NUMBER OF SHARES FEE
BENEFICIAL OWNERS TENDERED ACCEPTED ($0.50 PER SHARE)
- ---------------------------------------------------------------------------------------------
Beneficial Owner
No. 1
- ---------------------------------------------------------------------------------------------
Beneficial Owner
No. 2
- ---------------------------------------------------------------------------------------------
Beneficial Owner
No. 3
- ---------------------------------------------------------------------------------------------
Beneficial Owner
No. 4
- ---------------------------------------------------------------------------------------------
Beneficial Owner
No. 5
- ---------------------------------------------------------------------------------------------
Beneficial Owner
No. 6
- ---------------------------------------------------------------------------------------------
Beneficial Owner
No. 7
- ---------------------------------------------------------------------------------------------
Beneficial Owner
No. 8
- ---------------------------------------------------------------------------------------------
Beneficial Owner
No. 9
- ---------------------------------------------------------------------------------------------
Beneficial Owner
No. 10
- ---------------------------------------------------------------------------------------------
Total
- ---------------------------------------------------------------------------------------------
</TABLE>
All questions as to the validity, form and eligibility (including time of
receipt) of Notices of Solicited Tenders will be determined by the Depositary,
in its sole discretion, which determination will be final and binding. Neither
the Depositary nor any other person will be under any duty to give notification
of any defects or irregularities in any Notice of Solicited Tenders or incur any
liability for failure to give such notification.
3
<PAGE> 4
The undersigned hereby confirms that: (i) it has complied with the
applicable requirements of the Securities Exchange Act of 1934, as amended, and
the applicable rules and regulations thereunder, in connection with such
solicitation; (ii) it is entitled to such compensation for such solicitation
under the terms and conditions of the Offer to Purchase; (iii) in soliciting
tenders of Shares, it has used no soliciting materials other than those
furnished by the Company; and (iv) if it is a foreign broker or dealer not
eligible for membership in the NASD, it has agreed to conform to the NASD's
Rules of Fair Practice in making solicitations.
<TABLE>
<S> <C>
- --------------------------------------------- ---------------------------------------------
Printed Firm Name Address
- --------------------------------------------- ---------------------------------------------
Authorized Signature Area Code and Telephone Number
</TABLE>
4
<PAGE> 1
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
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON MONDAY, NOVEMBER 14, 1994, UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated October
14, 1994 (the "Offer to Purchase"), and the related Letter of Transmittal (which
together constitute the "Offer") setting forth an 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 of the
Offer. The Company will purchase all Shares validly tendered and not withdrawn,
up to the amount sought, upon the terms and subject to the conditions of the
Offer, including the provisions thereof relating to proration and the minimum
record holder requirements (as described in the Offer to Purchase).
We are the holder of record of Shares held for your account. A tender of
such Shares can be made only by us as the holder of record and pursuant to your
instructions. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION
ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Your attention is invited to the following:
(1) The Offer is for up to 6,400,000 Shares, constituting 80% of the
total Shares outstanding as of October 13, 1994. The Company reserves the
right to purchase less than 6,400,000 Shares if necessary in order to
insure that there be at least 350 holders of record of Shares after
consummation of the Offer. The Offer is not conditioned upon any minimum
number of Shares being tendered but is subject to certain other conditions.
(2) The Offer, proration period and withdrawal rights will expire at
5:00 p.m., New York City time, on Monday, November 14, 1994, unless the
Offer is extended. Your instructions to us should be forwarded to us in
ample time to permit us to submit a tender on your behalf. If you would
like to withdraw your Shares that we have tendered, you can withdraw them
so long as the Offer remains open or at any time after the expiration of
forty business days from the commencement of the Offer if they have not
been accepted for payment.
(3) As described in the Offer to Purchase, if more than 6,400,000
Shares (or, if decreased as provided in the Offer, such lesser amount as
the Company may elect to purchase) have been validly tendered and not
withdrawn on or prior to the Expiration Date (as defined in the Offer to
Purchase), the Company will purchase Shares from all tendering holders on a
pro rata basis, subject to adjustment to avoid the purchase of fractional
Shares.
(4) Any stock transfer taxes applicable to the sale of Shares to the
Company pursuant to the Offer will be paid by the Company, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
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.
<PAGE> 2
If you wish to have us tender any or all of your Shares held by us for your
account upon the terms and subject to the conditions set forth in the Offer,
please so instruct us by completing, executing, detaching and returning to us
the instruction form on the detachable part hereof. An envelope to return your
instructions to us is enclosed. If you authorize tender of your Shares, all such
Shares will be tendered unless otherwise specified on the detachable part
hereof. Your instructions should be forwarded to us in ample time to permit us
to submit a tender on your behalf by the expiration of the Offer.
The Offer is being made to all holders of Shares. The Company is not aware
of any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to a valid state statute. If the Company becomes aware
of any valid state statute prohibiting the making of the Offer, the Company will
make a good faith effort to comply with such statute. If, after such good faith
effort, the Company cannot comply with such statute, the Offer will not be made
to, nor will tenders be accepted from or on behalf of, holders of Shares in such
state. In those jurisdictions whose securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer, the Offer shall be deemed
to be made on behalf of the Company by the Dealer Manager or one or more
registered brokers or dealers licensed under the laws of such jurisdictions.
2
<PAGE> 3
INSTRUCTIONS
WITH RESPECT TO 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
OF
TRANSAMERICA CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated October 14, 1994, and the related Letter of Transmittal
(which together constitute the "Offer") in connection with the Offer by
Transamerica 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
undersigned in cash.
This will instruct you to tender to the Company the number of Shares
indicated below (or, if no number is indicated below, all Shares) which are held
by you for the account of the undersigned, upon the terms and subject to the
conditions of the Offer.
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
Number of Shares to be Tendered: SIGN HERE
---------------Shares*
_________________________________________________________________
Signature(s)
Dated:___________________________, 1994 Name(s)__________________________________________________________
Address__________________________________________________________
_________________________________________________________________
Social Security or Taxpayer ID No.
---------------
*Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE> 1
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares. The Offer is made solely by the Offer to Purchase
dated October 14, 1994, and the related Letter of Transmittal. The
Offer is being made to all holders of Shares; provided, that the Offer
is not being made to, nor will tenders be accepted from or on behalf
of, holders of Shares in any jurisdiction in which making or
accepting the Offer would violate that jurisdiction's laws.
In those jurisdictions whose securities, blue sky or other
laws require the Offer to be made by a licensed broker
or dealer, the Offer shall be deemed to be made on behalf
of the Company by Goldman, Sachs & Co., or one or more
registered brokers or dealers licensed under the laws
of such jurisdictions.
Notice of Offer to Purchase for Cash
by
TRANSAMERICA CORPORATION
Up to 6,400,000 Depositary Shares Each Representing a
One-Twentieth Interest in a Share of its 8.50% Preferred Stock, Series D
at a Purchase Price of $26.00 Per Depositary Share
Transamerica Corporation, a Delaware corporation (the "Company"),
invites its stockholders to tender Depositary Shares (the "Shares"), each
representing a one-twentieth interest in a share of the Company's 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 OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES
BEING TENDERED. The Offer is, however, subject to other conditions. See
"Terms of the Offer - Certain Conditions of the Offer" in the Offer to
Purchase.
-----------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL
RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON MONDAY, NOVEMBER 14, 1994, UNLESS THE
OFFER IS EXTENDED.
-----------------------------------------------------
The Company will purchase all Shares validly tendered and not
withdrawn, upon the terms and subject to the conditions of the Offer, including
the provisions relating to proration and the minimum record holder requirements
described below. The Purchase Price will be paid in cash, net to the seller,
with respect to all Shares purchased. Shares not purchased because of
proration will be returned.
<PAGE> 2
Upon the terms and subject to the conditions of the Offer, if more
than 6,400,000 Shares (the "Amount Sought") (or such lesser number as the
Company may elect to purchase pursuant to the Offer, as described below) have
been validly tendered and not withdrawn on or prior to the Expiration Date (as
defined in the Offer to Purchase), the Company will purchase Shares from all
tendering holders on a pro rata basis (with appropriate adjustments to avoid
purchases of fractional Shares).
Notwithstanding the foregoing, if the Company determines that, after
consummation of the Offer, the Shares would be held by less than 350 holders of
record, the Company shall reduce the Amount Sought to the extent necessary to
maintain a minimum number of 350 holders of record of the Shares. The Company
does not currently anticipate that any such reduction of the Amount Sought will
be necessary.
The Company believes that the purchase of its Shares at this time
represents an attractive investment opportunity that will benefit the Company
and its remaining stockholders. In addition, the Offer gives stockholders the
opportunity to sell their Shares at a price greater than the market price
prevailing prior to the announcement of the Offer and without the usual
transaction costs associated with a market sale.
Neither the Company nor its Board of Directors makes any
recommendation to any holder of Shares as to whether to tender all or any
Shares. Each Stockholder must make his or her own decision as to whether to
tender Shares and, if so, how many Shares to tender.
The Company reserves the right, at any given time or from time to time,
to extend the period of time during which the Offer is open by giving oral or
written notice of such extension to the Depositary, followed by a public
announcement thereof no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date.
Tenders of Shares made pursuant to the Offer may be withdrawn at any
time prior to the Expiration Date. Thereafter, such tenders are irrevocable,
except that they may be withdrawn after Monday, December 12, 1994 unless
theretofore accepted for payment by the Company as provided in the Offer to
Purchase. For a withdrawal to be effective, a written or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of the addresses or facsimile numbers set forth on the back cover of the
Offer to Purchase and must specify the name of the person who tendered the
Shares to be withdrawn and the number of Shares to be withdrawn. If the Shares
to be withdrawn have been delivered to the Depositary, a signed notice of
withdrawal with signatures guaranteed by an Eligible Institution (as defined in
the Offer to Purchase) (except in the case of Shares tendered by an Eligible
Institution) must be submitted prior to the release of such Shares. In
addition, such notice must specify, in the case of Shares tendered by delivery
of certificates, the name of the registered holder (if different from that of
the tendering stockholder) and the serial numbers shown on the particular
certificates evidencing the Shares to be withdrawn or, in the case of Shares
tendered by book-entry transfer, the name and number of the account at one of
the Book-Entry Transfer Facilities (as defined in the Offer to Purchase) to be
<PAGE> 3
credited with the withdrawn Shares and the name of the registered holder (if
different from the name of such account). Withdrawals may not be rescinded,
and Shares withdrawn will thereafter be deemed not validly tendered for
purposes of the Offer. However, withdrawn Shares may be retendered by again
following one of the procedures described under "Terms of the Offer - Procedure
for Tendering Shares" in the Offer to Purchase at any time prior to the
Expiration Date.
The Company will be deemed to have purchased tendered Shares as, if
and when it gives oral or written notice to the Depositary of its acceptance
for payment of Shares.
The Information required to be disclosed by Rule 13e-4(d)(1) of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Offer to Purchase and is incorporated herein by
reference.
Copies of the Offer to Purchase and the related Letter of
Transmittal are being mailed to record holders of Shares and will be furnished
to brokers, banks and similar persons whose names, or the names of whose
nominees, appear on the Company's stockholder list or, if applicable, who are
listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares.
The Offer to Purchase and the related Letter of Transmittal contain
important information that should be read before any decision is made with
respect to the Offer.
Any questions or requests for assistance may be directed to the
Information Agent or the Dealer Manager at their respective telephone numbers
and addresses listed below. Requests for additional copies of the Offer to
Purchase, the Letter of Transmittal or other tender offer materials may be
directed to the Information Agent or the Dealer Manager, and such copies will
be furnished promptly at the Company's expense.
<PAGE> 4
Holders of Shares may also contact their local broker, dealer, commercial bank
or trust company for assistance concerning the Offer.
The Information Agent for the Offer is:
GEORGESON
& COMPANY INC.
--------------
Wall Street Plaza
New York, New York 10005
BANKS AND BROKERS CALL COLLECT:
(212) 440-9800
ALL OTHERS CALL TOLL FREE:
(800) 223-2064
The Dealer Manager for the Offer is:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
(800) 828-3182
October 14, 1994
<PAGE> 1
For Release: IMMEDIATELY
Contacts:
Press --
William H. McClave
(415) 983-4087
Investment Community
Dennis W. Markus
(415) 983-5503
TRANSAMERICA ANNOUNCES TENDER OFFER FOR PREFERRED STOCK
SAN FRANCISCO, California, October 13, 1994 -- Transamerican Corporation today
announced that it has commenced a tender offer to purchase for cash up to 6.4
million depositary shares representing interests in its 8.5% Preferred Stock D.
The offer is for up to 80 percent of the outstanding depositary shares.
Under the terms of the offer stockholders may tender their depositary shares at
a price of $26.00 per share. The closing price of the depositary shares on
the New York Stock Exchange Composite Tape on October 13, 1994 was $24.75. If
80% of the depositary shares are purchased in the tender offer, the $10.4
million of premium and expenses related to the transaction will be charged
directly to shareholders' equity resulting in a 15 cent reduction in
fourth-quarter earnings per share.
The regular quarterly dividend on the depositary shares for the third quarter
of 1994 will be payable on November 15, 1994 to holders of depositary shares of
record on November 1, 1994, regardless of whether or not they have tendered
their shares into the offer.
- MORE -
<PAGE> 2
Page Two
The offer will be made only by means of, and upon the terms and subject to the
conditions set forth in, the company's offer to purchase dated October 14,
1994, and the related letter of transmittal. The offer, proration period and
withdrawal rights will expire at 5:00 p.m., New York City time, on November 14,
1994, unless the offer is extended. The offer is not conditioned upon any
minimum number of depositary shares being tendered.
Goldman Sachs & Co. is acting as dealer manager for the offer. Georgeson &
Company Inc. is acting as information agent.
San Francisco-based Transamerican Corporation provides specialized financial
and life insurance products and services to individuals and organizations.
Consolidated assets were $38.9 billion as of June 30, 1994.
