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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
Commission file number 1-2964
TRANSAMERICA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-0932740
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
600 Montgomery Street
San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 983-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock--$1 Par Value New York Stock Exchange
Pacific Stock Exchange
Preference Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
Depositary shares representing an New York Stock Exchange
interest in Preferred Stock - Series D
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( X )
Aggregate market value of Common Stock, $1 par value, held by nonaffil-
iates of the registrant as of the close of business at March 4, 1994:
$3,899,847,696.
Number of shares of Common Stock, $1 par value, outstanding as of the
close of business on March 4, 1994: 75,568,523.
Documents incorporated by reference:
Portions of the Transamerica Corporation 1993 Annual Report to
Shareholders are incorporated by reference into Parts I and II. With the
exception of those portions which are incorporated by reference, the Trans-
america Corporation 1993 Annual Report is not deemed filed as part of this
Report.
Portions of the Proxy Statement of Transamerica Corporation dated
March 23, 1994 are incorporated by reference into Part III. (A definitive
proxy statement has been filed with the Commission since the close of the
fiscal year.)
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Amendment No. 1
Transamerica Corporation hereby amends Item 14 of its Annual Report on
Form 10-K for the year ended December 31, 1993, as set forth below:
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) and (2) The response to this portion of Item 14 is submitted as a
separate section of this report.
(3) List of Exhibits:
EX-3(i) Transamerica Corporation Certificate of Incorporation,
as amended (incorporated by reference to Exhibit 4.5 of
the Registrant's Registration Statement on Form S-3
(File No. 33-43921) as filed with the Commission on
November 13, 1991 and to Exhibits 3 and 4 contained in
Form 8-A filed January 21, 1992, as amended by Form 8
filed January 27, 1992).
EX-3(ii) Transamerica Corporation By-Laws, as amended
(incorporated by reference to Exhibit 3 of the
Registrant's Quarterly Report on Form 10-Q (File No.
1-2964) for the quarter ended June 30, 1992).
EX-4.1 Stock Purchase Rights Agreement dated as of July 17,
1986 together with Amendment dated January 24, 1991
(incorporated by reference to Exhibit 4.1 of the
Registrant's Annual Report on Form 10-K (File No.
1-2964) for the year ended December 31, 1991).
EX-4.2*
EX-10.1 Form of Non-Qualified Stock Option Agreement under the
Registrant's 1971 and 1979 Non-Qualified Stock Option
Plan (incorporated by reference to Exhibit 10.4 of the
Registrant's Annual Report on Form 10-K (File No.
1-2964) for the year ended December 31, 1988).
EX-10.2 Executive Benefit Plan for Transamerica Corporation and
Affiliates, as amended (incorporated by reference to
Exhibit EX-10.2 of the Registrant's Annual Report on
Form 10-K (File No. 1-2964) for the year ended December
31, 1992).
_________
*Neither the Corporation nor its subsidiaries are
parties to any instrument with respect to long-term debt for
which securities authorized thereunder exceed 10% of the total
assets of the Corporation and its subsidiaries on a consolidated
basis. Copies of instruments with respect to long-term debt of
lesser amounts will be provided to the Commission upon request.
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EX-10.3 Form of Amended and Restated Consulting Agreement
effective January 1, 1994 between Transamerica
Airlines, Inc. and Glenn A. Cramer.
EX-10.4 Form of Consulting Agreement dated November 30, 1992,
between Transamerica Corporation and James R. Harvey
(incorporated by reference to Exhibit EX-10.4 of the
Registrant's Annual Report on Form 10-K (File No. 1-
2964) for the year ending December 31, 1992).
EX-10.5 Form of Amended and Restated Consulting Agreement dated
January 31, 1994 between Transamerica Corporation and
James R. Harvey.
Ex-10.6 1992 Bonus Plan (incorporated by reference to
Exhibit 10.6 of the Registrant's Annual Report on Form
10-K (File No. 1-2964) for the year ending December 31,
1991).
EX-10.7 1993 Bonus Plan (incorporated by reference to
Exhibit EX-10.7 of the Registrant's Annual Report on
Form 10-K (File No. 1-2964) for the year ended December
31, 1992).
EX-10.8 1985 Stock Option and Award Plan, as amended,
(including Amendments No. 1 through 5) (incorporated by
reference to Post-Effective Amendment No. 3 of the
Registrant's Registration Statement on Form S-8 (File
No. 33-26317) as filed with the Commission on March 30,
1990, and to Exhibit 10.11 of the Registrant's Annual
Report on Form 10-K (File No. 1-2964) for the year
ended December 31, 1990).
EX-10.9 Form of Non-Qualified Stock Option Agreement under the
Registrant's 1985 Stock Option and Award Plan.
EX-10.10 Form of Incentive Stock Option Agreement under the
Registrant's 1985 Stock Option and Award Plan
(incorporated by reference to Exhibit 10.9 of the
Registrant's Annual Report on Form 10-K (File No.
1-2964) for the year ended December 31, 1990).
EX-10.11 Form of Restricted Stock Award Agreement under the 1985
Stock Option and Award Plan.
EX-10.12 Form of Non-Qualified Stock Option Agreement for
Nonemployee Directors under the 1985 Stock Option and
Award Plan.
EX-10.13 Deferred Compensation Policy for Transamerica
Corporation and Affiliates effective January 1, 1987
(incorporated by reference to Exhibit 10.12 of the
Registrant's Annual Report on Form 10-K (File No.
1-2964) for the year ended December 31, 1991).
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EX-10.14 Deferred Compensation Policy for Transamerica
Corporation and Affiliates effective January 1, 1988
(incorporated by reference to Exhibit EX-10.14 of the
Registrant's Annual Report on Form 10-K (File No.
1-2964) for the year ended December 31, 1992).
EX-10.15 Deferred Compensation Policy for Transamerica
Corporation and Affiliates effective January 1, 1989
(incorporated by reference to Exhibit 10.17 of the
Registrant's Annual Report on Form 10-K (File No.
1-2964) for the year ended December 31, 1989).
EX-10.16 Deferred Compensation Policy for Transamerica
Corporation and Affiliates effective January 1, 1990
(incorporated by reference to Exhibit 10.18 of the
Registrant's Annual Report on Form 10-K (File No.
1-2964) for the year ended December 31, 1989).
EX-10.17 Deferred Compensation Policy for Transamerica
Corporation and Affiliates effective July 1, 1992
(incorporated by reference to Exhibit EX-10.17 of the
Registrant's Annual Report on Form 10-K (File No.
1-2964) for the year ended December 31, 1992).
EX-10.18 Deferred Compensation Policy for Transamerica
Corporation and Affiliates effective January 1, 1994.
EX-10.19 Form of Director Election to Defer 1994 Compensation.
EX-10.20 Form of Executive Election to Defer 1994 Compensation.
EX-10.21 1971 Non-Qualified Stock Option Plan of Transamerica
Corporation, as amended (including Amendment Nos. 1 and
2) (incorporated by reference to Exhibit EX-10.20 of
the Registrant's Annual Report on Form 10-K (File No.
1-2964) for the year ended December 31, 1992).
EX-10.22 1979 Stock Option Plan of Transamerica Corporation, as
amended (including Amendment Nos. 1 and 2)
(incorporated by reference to Exhibit EX-10.21 of the
Registrant's Annual Report on Form 10-K (File No.
1-2964) for the year ended December 31, 1992).
EX-10.23 Form of Termination Agreement between Transamerica
Corporation and certain of its executive officers
(incorporated by reference to Exhibit 10.23 of the
Registrant's Annual Report on Form 10-K (File No.
1-2964) for the year ended December 31, 1989).
EX-10.24 Form of Termination Agreement between Transamerica
Corporation and certain executive officers of certain
of its subsidiaries (incorporated by reference to
Exhibit 10.24 of the Registrant's Annual Report on
Form 10-K (File No. 1-2964) for the year ended
December 31, 1989).
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EX-10.25 Public Offering Agreement (and Exhibits thereto) dated
January 28, 1993 by and among the Registrant, TIG
Holdings, Inc., and Jon W. Rotenstreich (incorporated
by reference to Exhibits 10.1, 10.2, 10.3, 10.4, 10.5
and 10.6 of the Registration Statement on Form S-1
(File No. 33-58122) as filed with the Commission on
February 10, 1993).
EX-10.26 Separation Agreement (and Exhibits thereto) dated
January 28, 1993 by and among the Registrant, TIG
Holdings, Inc., and Transamerica Insurance Group
(incorporated by reference to Exhibits 3.3, 3.4 and
10.2 of the Registration Statement on Form S-1 (File
No. 33-58122) as filed with the Commission on
February 10, 1993).
EX-10.27 Reinsurance Agreement dated December 31, 1992 by and
between ARC Reinsurance Corporation and Transamerica
Insurance Company, as amended (incorporated by
reference to Exhibit EX-10.26 of the Registrant's
Annual Report on Form 10-K (File No. 1-2964) for the
year ended December 31, 1992).
EX-10.28 Letter dated December 31, 1992 from the Registrant to
Transamerica Insurance Company regarding ARC
Reinsurance Corporation (incorporated by reference to
Exhibit EX-10.27 of the Registrant's Annual Report on
Form 10-K (File No. 1-2964) for the year ended
December 31, 1992).
EX-11 Statement Re: Computation of Per Share Earnings.
EX-12 Ratio of Earnings to Fixed Charges Calculation.
EX-13 Portions of the Transamerica Corporation 1993 Annual
Report (to the extent such portions are expressly
incorporated herein).
EX-21 List of Subsidiaries of Transamerica Corporation.
EX-23 Consent of Ernst & Young to the incorporation by
reference of their report dated February 22, 1994 in
the Registrant's Registration Statements on Form S-8
(File Nos. 2-80934, 2-83724, 33-3722, 33-12324,
33-13389, 33-18911, 33-26317, 33-38267 and 33-43927)
and on Form S-3 (File Nos. 33-32419, 33-37889 and
33-1008).
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EX-23.1 Consent of Coopers & Lybrand to the incorporation by
reference of their report dated 22 February 1994 on the
consolidated financial statements of Sedgwick Group plc
in the Registrant's Registration Statements on Form S-8
(File Nos. 2-80934, 2-83724, 33-3722, 33-12324,
33-13389, 33-18911, 33-26317, 33-38267 and 33-43927)
and on Form S-3 (File Nos. 33-32419, 33-37889 and
33-41008) and related Prospectuses.
EX-24 Powers of Attorney executed by the directors of the
Registrant.
Exhibits will be furnished to shareholders of the
Corporation upon written request and, with the exception of
Exhibit EX-13, upon payment of a fee of 30 cents per page, which
fee covers the Corporation's reasonable expenses in furnishing
such exhibits.
(b) Reports on Form 8-K filed in the fourth quarter of 1993: During
the quarter ended December 31, 1993, the Registrant filed a Report on
Form 8-K, dated November 19, 1993, announcing that it had reached an agreement
in principle to acquire, for cash, the assets of the container division of
Tiphook plc, a London-based container, trailer and rail equipment lessor.
During such quarter, the Registrant also filed a Report on Form 8-K, dated
December 15, 1993, announcing that it had completed the public offering and
sale of its remaining 27% ownership interest in TIG Holdings, Inc., the
Registrant's former property and casualty insurance subsidiary.
(c) Exhibits: Certain of the exhibits listed in Item (a)(3) above
have been submitted under separate filings, as indicated.
(d) Financial Statement Schedules: The response to this portion of
Item 14 is submitted as a separate section of this report.
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ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(1) and (2) and ITEM 14(d)
LIST OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
and
FINANCIAL STATEMENT SCHEDULES
Year Ended December 31, 1993
TRANSAMERICA CORPORATION AND SUBSIDIARIES
SAN FRANCISCO, CALIFORNIA
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FORM 10-K--ITEM 14(a)(1) AND (2)
TRANSAMERICA CORPORATION AND SUBSIDIARIES
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
Financial Statements:
The following consolidated financial statements of Transamerica Corpora-
tion and subsidiaries, included in the Transamerica Corporation 1993 Annual
Report, are incorporated by reference in Item 8:
Consolidated Balance Sheet--December 31, 1993 and 1992
Consolidated Statement of Income--Years ended December 31, 1993,
1992 and 1991
Consolidated Statement of Cash Flows--Years ended December 31, 1993,
1992 and 1991
Consolidated Statement of Shareholders' Equity--Years ended
December 31, 1993, 1992 and 1991
Notes to Financial Statements--December 31, 1993
Financial Statement Schedules:
The following consolidated financial statement schedules of Transamerica
Corporation and subsidiaries are included in Item 14(d).
I--Summary of Investments Other Than Investments in Related
Parties--December 31, 1993
III--Condensed Financial Information of Registrant--December 31,
1993 and 1992, and years ended December 31, 1993, 1992 and
1991
V--Supplementary Insurance Information--Years ended December 31,
1993, 1992 and 1991
VI--Reinsurance--Years ended December 31, 1993, 1992 and 1991
VIII--Valuation and Qualifying Accounts--Years ended December 31,
1993, 1992 and 1991
IX--Short-Term Borrowings--Years ended December 31, 1993, 1992 and
1991
X--Supplementary Income Statement Information--Years ended
December 31, 1993, 1992 and 1991
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The following auditors' report is included in Item 14(d):
Report of Coopers & Lybrand dated 22 February 1994 on the
consolidated financial statements of Sedgwick Group plc for the year
ended 31 December 1993.
All other schedules provided for in the applicable accounting regulation
of the Securities and Exchange Commission pertain to items which do not appear
in the financial statements of Transamerica Corporation and subsidiaries or to
items which are not significant or to items as to which the required
disclosures have been made elsewhere in the financial statements and
supplementary notes, and such schedules have therefore been omitted.
Signature
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
TRANSAMERICA CORPORATION
Registrant
Burton E. Broome
Vice President and Controller
Date: September 2, 1994
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AUDITORS' REPORT
To the members of Sedgwick Group plc
We have audited the financial statements of Sedgwick Group plc for the year
ended 31 December 1993 in accordance with Auditing Standards.
Respective responsibilities of directors and auditors
As described in the annual report of Sedgwick Group plc, the company's
directors are responsible for the preparation of the financial statements. It
is our responsibility to form an independent opinion, based on our audit, on
those statements and to report our opinion to you.
Basis of opinion
We conducted our audit in accordance with Auditing Standards issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of
evidence relevant to the amounts and disclosures in the financial statements.
It also includes an assessment of the significant estimates and judgements
made by the directors in the preparation of the financial statements and of
whether the accounting policies are appropriate to the company's
circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion, we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion, the financial statements give a true and fair view of the
state of the affairs of the company and the group at 31 December 1993 and of
the profit, total recognised gains and cash flows of the group for the year
then ended and have been properly prepared in accordance with the Companies
Act 1985.
Coopers & Lybrand
Chartered Accountants and Registered Auditors
Plumtree Court
London EC4A 4HT
22 February 1994
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EXHIBIT EX-23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statements on Form S-8 (File Nos. 2-80934, 2-83724, 33-3722, 33-12324,
33-13389, 33-18911, 33-26317, 33-38267 and 33-43927) and on Form S-3 (File
Nos. 33-32419, 33-37889 and 33-41008) and related Prospectuses, of our report
dated 22 February 1994, on the consolidated financial statements of Sedgwick
Group plc included in the Annual Report on Form 10-K of Transamerica
Corporation for the year ended 31 December 1993.
COOPERS & LYBRAND
Plumtree Court
London EC4A 4HT
31 August 1994
