<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1994
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2 TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
TRANSAMERICA CORPORATION
(NAME OF ISSUER AND PERSON FILING STATEMENT)
------------------------
8.50% PREFERRED STOCK, SERIES D
(TITLE OF CLASS OF SECURITIES)
------------------------
89348587
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
CHRISTOPHER M. MCLAIN
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.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $33,280
Form or Registration No.: Schedule 13E-4
Filing Party: Transamerica Corporation
Date Filed: October 14, 1994
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
This Amendment No. 2 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 filed on October 14, 1994, as amended by Amendment
No. 1 filed on October 19, 1994, relating to the offer by Transamerica
Corporation, a Delaware Corporation (the "Company"), to purchase up to 6,400,000
depository shares (the "Shares") each representing a one-twentieth interest in a
share of its 8.50% Preferred Stock, Series D, $100 par value, $500 liquidation
value, at $26.00 per Share, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated October 14, 1994 (the "Offer to Purchase"),
and the related Letter of Transmittal (which together constitute the "Offer").
ITEM 7. FINANCIAL INFORMATION.
(a) On October 27, 1994, the Company announced its results for the quarter
ended September 30, 1994, and filed a report on Form 8-K with the Securities and
Exchange Commission with respect to such results and certain other matters. Such
report on Form 8-K is attached hereto as Exhibit (g)(1) and is incorporated
herein by reference.
(b) On October 25, the Company announced the completion of the offering by
its affiliate, Transamerica Delaware, L.P., of $200 million aggregate
liquidation preference of 9.125% cumulative Monthly Income Preferred Securities,
Series A. Accordingly, the balance sheet of the Company reflects a minority
interest in equity of subsidiaries of $200 million.
ITEM 8. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is amended by adding the following exhibit:
<TABLE>
<C> <C> <S>
(g) (1) Report on Form 8-K of the Company, dated October 27, 1994.
</TABLE>
<PAGE> 3
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 31, 1994
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- ---------------------------------------------------------------------------------
<C> <C> <S>
(g) (1) Report on Form 8-K of the Company, dated October 27, 1994.
</TABLE>
<PAGE> 1
Page 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 1994
Transamerica Corporation
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 1-2964 94-0932740
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
</TABLE>
<TABLE>
<S> <C>
600 Montgomery Street
San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (415) 983-4000
Not applicable
(Former name or former address, if changed since last report.)
<PAGE> 2
Page 2
Item 5. Other Events.
Transamerica Corporation today reported net income per share of $1.40
for the third quarter of 1994, consisting of $1.31 from continuing operations
and $0.09 of investment gains. On a comparable basis, adjusted net income for
1993's third quarter was $1.38 per share, which included $1.29 from continuing
operations, $0.12 of net investment gains and a $0.03 per share loss from
discontinued operations. The adjusted 1993 numbers exclude the effects of an
increase in deferred tax liabilities as a result of the federal tax rate
increase, and the favorable resolution of certain tax matters which were offset
in part by one-time charges. (See Exhibit II for the adjusted 1993 earnings by
line of business.) The unadjusted net income per share for the third quarter
of 1993 was $1.70 consisting of $1.61 from continuing operations, $0.12 of
investment gains and a $0.03 per share loss from discontinued operations.
Net income per share for the first nine months of 1994 was $4.02,
which included $3.88 of income from continuing operations, $0.15 of investment
gains and a $0.01 loss from discontinued operations. Comparable net income per
share for 1993's first nine months, adjusted for those items discussed above,
was $3.95 per share, consisting of $3.52 of income from continuing operations,
$0.39 of investment gains and $0.04 from discontinued operations. The
unadjusted net income per share for the first nine months of 1993 was $4.27
consisting of $3.84 of income from continuing operations, $0.39 of investment
gains and $0.04 from discontinued operations.
Income from continuing operations (before investment gains) on a
comparable basis for the third quarter of 1994 was $98.9 million, compared to
<PAGE> 3
Page 3
an adjusted $106.7 million for the same 1993 period. Nine-month 1994 income
from continuing operations was $303.5 million, compared to an adjusted $295.8
million for the first nine months of 1993. The unadjusted income from
continuing operations for the first nine months and third quarter of 1993 was
$320.9 million and $131.8 million.
Net income (including investment gains) for the third quarter of 1994
was $104.9 million ($1.40 per share) compared to $138.9 million ($1.70 per
share) for the same 1993 period, which included certain one-time items that had
a net benefit of $25.1 million ($0.32 per share). Nine-month 1994 net income
was $313.6 million ($4.02 per share) versus $354.6 million ($4.27 per share)
for the same 1993 period which also included the third quarter 1993 special
items discussed previously.
LIFE INSURANCE OPERATIONS
Third-quarter 1994 operating income (excluding investment gains) from
Transamerica's life insurance activities was a record $64.8 million, up 18
percent from 1993's third quarter adjusted to exclude the 1993 special items.
The individual life insurance and life reinsurance businesses both reported
significant increases in operating income. The increase at the life insurance
division came from improved spreads and increased fees for universal life
products. The reinsurance line's benefit payments were lower than the levels
experienced last year. 1994's third quarter included only $0.2 million of
after-tax investment income from amortization of discounts on securities called
or expected to be called, versus $6.9 million (net of required accelerated
amortization of deferred policy acquisition costs) in the prior year's quarter,
reflecting 1993's higher bond call activity. The unadjusted third quarter 1993
operating income was $51.1 million.
<PAGE> 4
Page 4
FINANCE OPERATIONS
Consumer lending earnings were $22.7 million in the third quarter of
1994, down six percent from the third quarter of 1993. Earnings declined due
to an increase in the provision for losses and higher expenses, which were
mainly due to the company's branch expansion program. The loss provision
increase was due to higher credit losses on foreclosed real estate in Southern
California and additional reserves associated with growth in receivables.
During the third quarter of 1994, finance receivables grew $104 million, or 2.7
percent. Delinquencies 60 days and over improved to 2.04 percent at September
30, 1994 from 2.07 percent at June 30, 1994, and 2.25 percent at March 31,
1994.
Earnings from Transamerica's commercial lending business were $13.1
million in the third quarter of 1994, an increase of 31 percent from 1993's
third quarter adjusted to exclude the 1993 special items. The improved results
were primarily due to increased margins in the inventory finance and business
credit loan portfolios. During the quarter, the company also successfully
completed the sale of the remainder of its previously repossessed rent-to-own
stores. The unadjusted third quarter 1993 results were a loss of $33.4
million.
Transamerica's leasing operation reported third-quarter 1994 earnings
of $16.4 million, up nine percent from 1993's third quarter results adjusted to
exclude the 1993 special items. The increase was primarily due to larger fleet
size, more on-hire rail trailer and chassis units, and a larger finance lease
portfolio. These factors more than offset lower utilization and rental rates
in the standard container line, and costs associated with the
<PAGE> 5
Page 5
consolidation of the Tiphook container fleet acquired earlier this year. The
unadjusted third quarter 1993 earnings were $10.7 million.
REAL ESTATE OPERATIONS
Earnings from Transamerica's real estate services segment were $8.4
million In the third quarter of 1994, down 64 percent from 1993's third
quarter, adjusted to exclude the 1993 special items, primarily because of the
anticipated decline in refinancings due to higher mortgage interest rates. The
unadjusted third quarter 1993 earnings were $21.9 million.
OTHER
On September 16, the company announced a program to purchase up to 2
million shares of the company's common stock. As a result of this and other
previously announced share purchase programs, the number of common shares
outstanding at September 30, 1994 were 70.4 million compared to 77.6 million at
September 30, 1993.
Earlier this month, Transamerica announced an agreement to sell its
mutual fund subsidiary, Transamerica Fund Management Company, for gross
proceeds of approximately $100 million. The transaction is anticipated to
close by year end and will result in a small gain.
On October 14, Transamerica initiated a tender offer to purchase up to
6.4 million depositary shares (80 percent of the depositary shares outstanding)
representing interests in its 8.5% Preferred Stock, Series D. If
<PAGE> 6
Page 6
all 80 percent of the shares are purchased, the $10.4 million of premium and
expenses related to the transaction will be charged directly to shareholders'
equity resulting in a $0.15 per share reduction in fourth-quarter earnings per
share.
Transamerica has also elected to call for redemption the entire $100
million outstanding of its 10 Percent Notes Due November 15, 1997. The notes
will be redeemed at par, plus interest accrued and unpaid, on November 30,
1994.
On October 25, Transamerica Corporation announced completion of the
offering by its affiliate, Transamerica Delaware, L.P., of $200 million of
cumulative Monthly Income Preferred Securities (MIPS), Series A. priced at
9.125%.
<PAGE> 7
Page 7 EXHIBIT I
Page 1 of 2
TRANSAMERICA CORPORATION
UNAUDITED SUMMARY OF CONSOLIDATED NET INCOME
<TABLE>
<CAPTION>
Nine months ended Three months ended
September 30 September 30
1994 1993 1994 1993
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Finance
Consumer lending $ 68.4 $ 71.8 $ 22.7 $ 24.1
Commercial lending 38.5 (16.7) 13.1 (33.4)
Leasing 45.1 37.6 16.4 10.7
Amortization of goodwill (9.8) (9.8) (3.3) (3.3)
---------------------------------------------------
Total finance 142.2 82.9 48.9 (1.9)
Life insurance:
Income before investment
transactions 179.7 160.2 64.8 51.1
Investment transactions 13.2 34.4 6.2 9.3
---------------------------------------------------
192.9 194.6 71.0 60.4
Real estate services and
asset management:
Real estate services 48.9 61.1 8.4 21.9
Asset management 2.9 (0.5) 1.3 (0.6)
Amortization of goodwill (1.3) (1.3) (0.4) (0.5)
---------------------------------------------------
Total real estate
services and asset
management 50.5 59.3 9.3 20.8
Unallocated:
Interest and other
expenses (68.9) 18.5 (24.1) 61.8
Investment transactions (2.4) (3.9) (0.2) -
---------------------------------------------------
Income from continuing
operations 314.3 351.4 104.9 141.1
Income (loss) from
discontinued operations (0.7) 3.2 - (2.2)
---------------------------------------------------
Net Income $313.6 $354.6 $104.9 $138.9
===================================================
Earnings per Share of
Common Stock
Income from continuing
operations before
investment transactions $ 3.88 $ 3.84 $ 1.31 $ 1.61
Gain on investment
transactions 0.15 0.39 0.09 0.12
---------------------------------------------------
Income from continuing
operations 4.03 4.23 1.40 1.73
Income (loss) from
discontinued operations (0.01) 0.04 - (0.03)
---------------------------------------------------
Net income $ 4.02 $ 4.27 $ 1.40 $ 1.70
===================================================
</TABLE>
(Amounts in millions except for share data)
See notes an page 2
<PAGE> 8
Page 8
Page 2 of 2
TRANSAMERICA CORPORATION
NOTES TO UNAUDITED SUMMARY OF CONSOLIDATED NET INCOME
Note A - The summary of consolidated net income has been reclassified to show
income from discontinued operations below income from continuing
operations. Income from discontinued operations comprises the
operations of Transamerica's equity investment in Sedgwick Group plc,
which was sold in April 1994.
Note B - Revenues from continuing operations for the nine months ended
September 30, 1994 and 1993 were $4.0 billion and $3.6 billion and for
the three months then ended were $1.4 billion and $1.2 billion.
Note C - Earnings per share are based an the weighted average number of shares
outstanding for the nine months ended September 30, 1994 and 1993 of
73.5 million and 79.0 million after deduction of preferred dividends.
Note D - Income from continuing operations before investment transactions for
the three months ended September 30, 1993 includes the following
amounts comprising a benefit from the resolution of certain tax
matters, special after tax charges and the $8.4 million revaluation of
the deferred tax liability as of January 1, 1993 from the retroactive
application of the federal income tax rate increase in 1993 (amounts
in millions):
<TABLE>
<S> <C>
Commercial Lending $43.4
Leasing 4.3
Real Estate Services 1.6
Life Insurance 3.6
Asset Management 1.2
Unallocated Interest and Expenses (79.2)
------
Net benefit $(25.1)
======
</TABLE>
The effect on the first nine months of 1993 of the 1993 retroactive
one percent federal tax rate increase which was recorded by
Transamerica in the 1993 third quarter is excluded from the above
table because the 1993 and 1994 tax provisions are now on a comparable
statutory tax rate basis.
Note E - The provisions for income taxes on income from continuing operations
for the nine months ended September 30, 1994 and 1993 were $182.7
million and $81.9 million and for the three months then ended were
$56.7 million and $(40.7) million (net benefit).
<PAGE> 9
Page 9
EXHIBIT II
TRANSAMERICA CORPORATION
UNAUDITED SUMMARY OF CONSOLIDATED NET INCOME
COMPARED WITH ADJUSTED 1993 NET INCOME
<TABLE>
<CAPTION>
Nine months ended Three months ended
September 30 September 30
1994 1993 1994 1993
- -------------------------------------------------------------------------------------
Adjusted Adjusted
<S> <C> <C> <C> <C>
Finance
Consumer lending $ 68.4 $ 71.8 $ 22.7 $ 24.1
Commercial lending 38.5 26.7 13.1 10.0
Leasing 45.1 41.9 16.4 15.0
Amortization of goodwill (9.8) (9.8) (3.3) (3.3)
-----------------------------------------
Total finance 142.2 130.6 48.9 45.8
Life insurance:
Income before investment
transactions 179.7 163.8 64.8 54.7
Investment transactions 13.2 34.4 6.2 9.3
-----------------------------------------
192.9 198.2 71.0 64.0
Real estate services and
asset management:
Real estate services 48.9 62.7 8.4 23.5
Asset management 2.9 0.7 1.3 0.6
Amortization of goodwill (1.3) (1.3) (0.4) (0.5)
-----------------------------------------
Total real estate
services and asset
management 50.5 62.1 9.3 23.6
Unallocated:
Interest and other
expenses (68.9) (60.7) (24.1) (17.4)
Investment transactions (2.4) (3.9) (0-2) -
-----------------------------------------
Income from continuing
operations 314.3 326.3 104.9 116.0
Income (loss) from
discontinued operations (0.7) 3.2 - (2.2)
-----------------------------------------
Net income $313.6 $329.5 $104.9 $113.8
=========================================
Earnings per Share of
Common Stock
Income from continuing
operations before
investment transactions $ 3.88 $ 3.52 1.31 $ 1.29
Gain on investment
transactions 0.15 0.39 0.09 0.12
-----------------------------------------
Income from continuing
operations 4.03 3.91 1.40 1.41
Income (loss) from
discontinued operations (0.01) 0.04 - (0.03)
-----------------------------------------
Net income $4.02 $3.95 $ 1.40 $ 1.38
========================================
</TABLE>
(Amounts in millions except for share data)
See notes to Exhibit I
<PAGE> 10
Page 10
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRANSAMERICA CORPORATION
(Registrant)
Burton E. Broome
Vice President and Controller
Date: October 27, 1994
<PAGE> 11
[TRANSAMERICA PRESS RELEASE LETTERHEAD]
TRANSAMERICA REPORTS THIRD-QUARTER EARNINGS
SAN FRANCISCO, CALIFORNIA (OCTOBER 27, 1994) -- Transamerica Corporation today
reported net income per share of $1.40 for the third quarter of 1994,
consisting of $1.31 from continuing operations and $0.09 of investment gains.
On a comparable basis, adjusted net income for 1993's third quarter was $1.38
per share, which included $1.29 from continuing operations, $0.12 of net
investment gains and a $0.03 per share loss from discontinued operations. The
adjusted 1993 numbers exclude the effects of an increase in deferred tax
liabilities as a result of the federal tax rate increase, and the favorable
resolution of certain tax matters which were offset in part by one-time
charges. (See Exhibit II for the adjusted 1993 earnings by line of business.)
Net income per share for the first nine months of 1994 was $4.02, which
included $3.88 of income from continuing operations, $0.15 of investment gains
and a $0.01 loss from discontinued operations. Comparable net income per share
for 1993's first nine months, adjusted for those items discussed above, was
$3.95 per share, consisting of $3.52 of income from continuing operations,
$0.39 of investment gains and $0.04 from discontinued operations.
- MORE -
<PAGE> 12
Page Two
Income from continuing operations (before investment gains) on a comparable
basis for the third quarter of 1994 was $98.9 million, compared to an adjusted
$106.7 million for the same 1993 period. Nine-month 1994 income from continuing
operations was $303.5 million compared with an adjusted $295.8 million for the
first nine months of 1993.
Net income (including investment gains) for the third quarter of 1994 was $104.9
million ($1.40 per share) compared to $138.9 million ($1.70 per share) for the
same 1993 period, which included certain one-time items that had a net benefit
of $25.1 million ($0.32 per share). Nine-month 1994 net income was $313.6
million ($4.02 per share) versus $354.6 million ($4.27 per share) for the same
1993 period which also included the third quarter 1993 special items discussed
previously.
"Our life insurance operations had record operating income in the third quarter
and first nine months," said Frank C. Herringer, Transamerica President and
Chief Executive Officer. "The strong performances of our life insurance and
commercial lending operations offset the decline in our real estate services
operations from the record levels of 1993. Overall, our businesses continue to
perform well."
LIFE INSURANCE OPERATIONS
Third-quarter 1994 operating income (excluding investment gains) from
Transamerica's life insurance activities was a record $64.8 million, up 18
percent from 1993's third quarter adjusted to exclude the 1993 special items.
The individual life insurance and life reinsurance businesses both reported
significant increases in operating income. The increase at the life insurance
division came from improved spreads and increased fees for universal life
products. The reinsurance line's benefit payments were lower than the levels
experienced last year. 1994's third quarter included only $0.2 million of
after-tax investment income from amortization of discounts on securities
called or expected to be called, versus $6.9 million (net of required
accelerated amortization of deferred policy acquisition costs) in the prior
year's quarter, reflecting 1993's higher bond call activity.
- MORE -
<PAGE> 13
Page Three
FINANCE OPERATIONS
Consumer lending earnings were $22.7 million in the third quarter of 1994, down
six percent from the third quarter of 1993. Earnings declined due to an
increase in the provision for losses and higher expenses, which were mainly due
to the company's branch expansion program. The loss provision increase was due
to higher credit losses on foreclosed real estate in Southern California and
additional reserves associated with growth in receivables. During the third
quarter of 1994, finance receivables grew $104 million, or 2.7 percent.
Delinquencies 60 days and over improved to 2.04 percent at September 30, 1994
from 2.07 percent at June 30, 1994, and 2.25 percent at March 31, 1994.
Earnings from Transamerica's commercial lending business were $13.1 million in
the third quarter of 1994, an increase of 31 percent from 1993's third quarter
adjusted to exclude the 1993 special items. The improved results were primarily
due to increased margins in the inventory finance and business credit loan
portfolios. During the quarter, the company also successfully completed the
sale of the remainder of its previously repossessed rent-to-own stores.
Transamerica's leasing operation reported third-quarter 1994 earnings of $16.4
million, up nine percent from 1993's third quarter results adjusted to exclude
the 1993 special items. The increase was primarily due to larger fleet size,
more on-hire rail trailer and chassis units, and a larger finance lease
portfolio. These factors more than offset lower utilization and rental rates
in the standard container line, and costs associated with the consolidation of
the Tiphook container fleet acquired earlier this year.
REAL ESTATE OPERATIONS
Earnings from Transamerica's real estate services segment were $8.4 million in
the third quarter of 1994, down 64 percent from 1993's third quarter, adjusted
to exclude the 1993 special items, primarily because of the anticipated sharp
decline in refinancings due to higher mortgage interest rates.
- MORE -
<PAGE> 14
Page Four
OTHER
On September 16, the company announced a program to purchase up to 2 million
shares of the company's common stock. As a result of this and other previously
announced share purchase programs, the number of common shares outstanding at
September 30, 1994 were 70.4 million compared to 77.6 million at September 30,
1993.
Earlier this month, Transamerica announced an agreement to sell its mutual fund
subsidiary, Transamerica Fund Management Company, for gross proceeds of
approximately $100 million. The transaction is anticipated to close by year
end and will result in a small gain.
On October 14, Transamerica initiated a tender offer to purchase up to 6.4
million depository shares (80 percent of the depository shares outstanding)
representing interests in its 8.5% Preferred Stock, Series D. If all 80
percent of the shares are purchased, the $10.4 million of premium and expenses
related to the transaction will be charged directly to shareholders equity,
resulting in a $0.15 reduction in fourth-quarter earnings per share.
Transamerica has also elected to call for redemption the entire $100 million
outstanding of its 10 Percent Notes Due November 15, 1997. The notes will be
redeemed at par, plus accrued and unpaid interest, on November 30, 1994.
On October 25, Transamerica Corporation announced completion of the offering by
its affiliate, Transamerica Delaware, LP, of $200 million of Cumulative Monthly
Income Preferred Securities (MIPS), Series A, priced at 9.125 percent.
# # #
<PAGE> 15
EXHIBIT I
Page 1 of 2
TRANSAMERICA CORPORATION
UNAUDITED SUMMARY OF CONSOLIDATED NET INCOME
<TABLE>
<CAPTION>
Nine months ended Three months ended
September 30 September 30
1994 1993 1994 1993
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Finance
Consumer lending $ 68.4 71.8 $ 22.7 $ 24.1
Commercial lending 38.5 (16.7) 13.1 (33.4)
Leasing 45.1 37.6 16.4 10.7
Amortization of goodwill (9.8) (9.8) (3.3) (3.3)
-----------------------------------------
Total finance 142.2 82.9 48.9 (1.9)
Life insurance:
Income before investment
transactions 179.7 160.2 64.8 51.1
Investment transactions 13.2 34.4 6.2 9.3
-----------------------------------------
192.9 194.6 71.0 60.4
Real estate services and
asset management:
Real estate services 48.9 61.1 8.4 21.9
Asset management 2.9 (0.5) 1.3 (0.6)
Amortization of goodwill (1.3) (1.3) (0.4) (0.5)
-----------------------------------------
Total real estate
services and asset
management 50.5 59.3 9.3 20.8
Unallocated;
Interest and other
expenses (68.9) 18.5 (24.1) 61.8
Investment transactions (2.4) (3.9) (0.2) -
-----------------------------------------
Income from continuing
operations 314.3 351.4 104.9 141.1
Income (loss) from
discontinued operations (0.7) 3.2 - (2.2)
-----------------------------------------
Net income $313.6 $354.6 $104.9 $138.9
=========================================
Earnings per Share of
Common Stock
Income from continuing
operations before
investment transactions $ 3.88 $ 3.84 $ 1.31 $ 1.61
Gain on investment
transactions 0.15 0.39 0.09 0.12
-----------------------------------------
Income from continuing
operations 4.03 4.23 1.40 1.73
Income (loss) from
discontinued operations (0.01) 0.04 - (0.03)
-----------------------------------------
Net Income $ 4.02 $4.27 $ 1.40 $ 1.70
=========================================
</TABLE>
(Amounts in millions except for share data)
See notes on page 2
<PAGE> 16
Page 2 of 2
TRANSAMERICA CORPORATION
NOTES TO UNAUDITED SUMMARY OF CONSOLIDATED NET INCOME
Note A - The summary of consolidated net income has been reclassified to show
income from discontinued operations below income from continuing
operations. Income from discontinued operations comprises the
operations of Transamerica's equity investment in Sedgwick Group
plc, which was sold in April 1994.
Note B - Revenues from continuing operations for the nine months ended
September 30, 1994 and 1993 were $4.0 billion and $3.6 billion and
for the three months then ended were $1.4 billion and $1.2 billion.
Note C - Earnings per share are based on the weighted average number of
shares outstanding for the nine months ended September 30, 1994 and
1993 of 73.5 million and 79.0 million after deduction of preferred
dividends.
Note D - Income from continuing operations before investment transactions for
the three months ended September 30, 1993 includes the following
amounts comprising a benefit from the resolution of certain tax
matters, special after tax charges and the $8.4 million revaluation
of the deferred tax liability as of January 1, 1993 from the
retroactive application of the federal income tax rate increase in
1993 (amounts in millions):
<TABLE>
<S> <C>
Commercial Lending $ 43.4
Leasing 4.3
Real Estate Services 1.6
Life Insurance 3.6
Asset Management 1.2
Unallocated Interest and Expenses (79.2)
------
Net benefit $(25.1)
======
</TABLE>
The effect on the first nine months of 1993 of the 1993 retroactive
one percent federal tax rate increase which was recorded by
Transamerica in the 1993 third quarter is excluded from the above
table because the 1993 and 1994 tax provisions are now on a
comparable statutory tax rate basis.
Note E - The provisions for income taxes on income from continuing operations
for the nine months ended September 30, 1994 and 1993 were $182.7
million and $81.9 million and for the three months then ended were
$56.7 million and $(40.7) million (net benefit).
<PAGE> 17
EXHIBIT 11
TRANSAMERICA CORPORATION
UNAUDITED SUMMARY OF CONSOLIDATED NET INCOME
COMPARED WITH ADJUSTED 1993 NET INCOME
<TABLE>
<CAPTION>
Nine months ended Three months ended
September 30 September 30
1994 1993 1994 1993
- -----------------------------------------------------------------------------
Adjusted Adjusted
<S> <C> <C> <C> <C>
Finance
Consumer lending $ 68.4 $ 71.8 $ 22.7 $ 24.1
Commercial lending 38.5 26.7 13.1 10.0
Leasing 45.1 41.9 16.4 15.0
Amortization of goodwill (9.8) (9.8) (3.3) (3.3)
------------------------------------------
Total finance 142.2 130.6 48.9 45.8
Life insurance:
Income before investment
transactions 179.7 163.8 64.8 54.7
Investment transactions 13.2 34.4 6.2 9.3
------------------------------------------
192.9 198.2 71.0 64.0
Real estate services and
asset management:
Real estate services 48.9 62.7 8.4 23.5
Asset management 2.9 0.7 1.3 0.6
Amortization of goodwill (1.3) (1.3) (0.4) (0.5)
------------------------------------------
Total real estate
services and asset
management 50.5 62.1 9.3 23.6
Unallocated:
Interest and other
expenses (68.9) (60.7) (24.1) (17.4)
Investment transactions (2.4) (3.9) (0.2) -
------------------------------------------
Income from continuing
operations 314.3 326.3 104.9 116.0
Income (loss) from
discontinued operations (0.7) 3.2 - (2.2)
------------------------------------------
Net Income $313.6 $329.5 $104.9 $113.8
==========================================
Earnings per Share of
Common Stock
Income from continuing
operations before
investment transactions $ 3.88 $ 3.52 1.31 $ 1.29
Gain on investment
transactions 0.15 0.39 0.09 0.12
------------------------------------------
Income from continuing
operations 4.03 3.91 1.40 1.41
Income (loss) from
discontinued operations (0.01) 0.04 - (0.03)
------------------------------------------
Net income $ 4.02 $3.95 $1.40 $ 1.38
==========================================
</TABLE>
(Amounts in millions except for share data)
See notes to Exhibit I
