<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 1 to
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRANSAMERICA DELAWARE, L.P. TRANSAMERICA CORPORATION
(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter)
Delaware Delaware
(State of incorporation (State of incorporation
or organization) or organization)
94-3208365 94-0932740
(IRS Employer Identification (IRS Employer Identification
Number) Number)
600 Montgomery Street 600 Montgomery Street
San Francisco, CA San Francisco, CA
(Address of principal (Address of principal
executive offices) executive offices)
94111 94111
(Zip Code) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
-------------------- -----------------------------
Monthly Income
Preferred Securities, Series A New York Stock Exchange, Inc.
(including Guarantee of
Transamerica Corporation)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE> 2
ITEM I. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED.
The descriptions of the Monthly Income Preferred Securities,
liquidation preference $25 per security (the "Preferred Securities"), of
Transamerica Delaware, L.P. ("Transamerica Delaware") and the related guarantee
(the "Guarantee") by Transamerica Corporation are incorporated herein by
reference to the Registration Statement on Form S-3 (Registration Nos.
33-55047/33-55047-01) filed with the Securities and Exchange Commission (the
"Commission") on August 11, 1994, as amended by Amendment No. 1 to the
Registration Statement filed on September 21, 1994, Amendment No. 2 filed on
October 10, 1994 and Amendment No. 3 filed on October 14, 1994, and as the
same shall hereafter be amended (the "Registration Statement"). Each
prospectus to be filed by Transamerica Delaware pursuant to Rule 424(b) of the
Securities Act of 1933 subsequent to the date of this Registration Statement
on Form 8-A and prior to the termination of each offering of Preferred
Securities shall be deemed to be incorporated by reference herein and to be a
part hereof from the date such prospectus is filed.
The form of Amended and Restated Agreement of Limited
Partnership of Transamerica Delaware specifying the terms and provisions of the
Preferred Securities, which includes as Annex A thereto the form of Preferred
Security, and the form of Guarantee Agreement are incorporated herein by
reference. The foregoing descriptions of the Preferred Securities and the
Guarantee are qualified in their entirety by reference to such exhibit.
ITEM II. EXHIBITS.
1. Form of Certificate of Limited Partnership
(incorporated by reference to Exhibit 2.1 to the
Registration Statement).
2. Form of Amended and Restated Agreement of Limited
Partnership of Transamerica Delaware, L.P.
(incorporated by reference to Exhibit 2.2 to the
Registration Statement) which includes as Annex A
thereto the form of Convertible Monthly Income
Preferred Securities, liquidation preference $25 per
security.
3. Form of Guarantee Agreement (incorporated by
reference to Exhibit 4.8 to the Registration
Statement.)
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.
TRANSAMERICA DELAWARE, L.P.
(Registrant)
By Transamerica Corporation
General Partner
Date: October 14, 1994 By: /s/ Christopher M. McLain
---------------------------
Christopher M. McLain
Senior Vice President
TRANSAMERICA CORPORATION
By: /s/ Christopher M. McLain
---------------------------
Christopher M. McLain
Senior Vice President
