AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 1995
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRANSAMERICA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 94-0932740
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
The Transamerica Pyramid
600 Montgomery Street
San Francisco, California 94111
(415) 983-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
TRANSAMERICA CORPORATION
DIVIDEND REINVESTMENT PLAN
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Shirley H. Buccieri, Esq.
Senior Vice President, General Counsel and Secretary
Transamerica Corporation
The Transamerica Pyramid
600 Montgomery Street
San Francisco, California 94111
(415) 983-4187
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF
AGENT FOR SERVICE)
COPIES TO:
Dana M. Ketcham, Esq.
Orrick, Herrington & Sutcliffe
The Old Federal Reserve Bank Building
400 Sansome Street
San Francisco, California 94111
APPROXIMATE DATE OF
COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ X ]
If any of the securities being registered on this form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ----------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ----------
<TABLE>
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================
PROPOSED MAXIMUM MAXIMUM AMOUNT
TITLE OF SHARES TO BE AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE OF REGISTRATION
REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE FEE(1)
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<S> <C> <C> <C> <C>
Common Stock $1.00 par 500,000(3)
value(2) .................... Shares $69.125 $34,562,500 $11,918.10
====================================================================================================
<FN>
(1) Based upon $69.125 per share, the average of the high and low prices of the
Common Stock as reported by the New York Stock Exchange on September 25,
1995.
(2) Associated with the Common Stock are Preference Stock Purchase Rights which
will not be exercisable or be evidenced separately from the Common Stock
prior to the occurrence of certain events.
(3) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Transamerica Corporation Dividend Reinvestment Plan as a result of a
stock split, stock dividend and similar adjustment of the outstanding Common
Stock of the Corporation.
</FN>
</TABLE>
<PAGE>
PROSPECTUS
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TRANSAMERICA CORPORATION
COMMON STOCK, $1.00 PAR VALUE
DIVIDEND REINVESTMENT PLAN
AMENDED EFFECTIVE SEPTEMBER 28, 1995
Transamerica Corporation ("Transamerica") originally introduced the Dividend
Reinvestment Plan (the "Plan") to provide registered holders of Transamerica
Common Stock with a simple and convenient method of investing cash dividends and
voluntary cash payments in additional shares of Transamerica Common Stock.
Effective the date of this Prospectus, the Plan has been amended to make an
additional 500,000 shares of Transamerica Common Stock available for purchase
under the Plan, and to make certain other modifications. Participants in the
Plan, which is administered by First Chicago Trust Company of New York ("First
Chicago"), have three convenient methods for increasing their investment in
Transamerica Common Stock:
Option 1: Full Dividend Reinvestment (with voluntary cash option), pursuant
to which Transamerica is authorized to make dividend payments on a
stockholder's holdings of Transamerica Common Stock to First Chicago; using
ALL of such dividend payment, First Chicago will subsequently purchase for
such stockholder's account additional shares of Transamerica Common Stock at
then current market prices.
Option 2: Partial Dividend Reinvestment (with voluntary cash option),
pursuant to which Transamerica is authorized to make dividend payments on a
stockholder's holdings of Transamerica Common Stock to First Chicago; using
ONLY PART of such dividend payment, as specified by the stockholder, First
Chicago will subsequently purchase for such stockholder's account additional
shares of Transamerica Common Stock at then current market prices.
Option 3: Voluntary Cash Payments Only, pursuant to which a Transamerica
stockholder at any time may make cash payments to First Chicago; First
Chicago will subsequently purchase for such stockholder's account additional
shares of Transamerica Common Stock at then current market prices.
It is suggested that this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- - --------------------------------------------------------------------------------
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 28, 1995
<PAGE>
TABLE OF CONTENTS
PAGE PAGE
---- ----
Available Information ............. 2 Use of Proceeds.................. 17
Incorporation of Certain Documents Legal Opinion.................... 18
by Reference..................... 2 Experts.......................... 18
Transmerica Corporation............ 3 Indemnification.................. 18
The Plan........................... 3
AVAILABLE INFORMATION
Transamerica is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Act"). In accordance with the Act, Transamerica files
proxy statements, reports and other information with the Securities and Exchange
Commission (the "Commission"). This filed material can be inspected and copied
at the Commission's office at 450 Fifth Street, N.W., Washington, D.C. 20549 and
the Commission's Regional Offices in New York (7 World Trade Center, Suite 1300,
New York, New York 10048) and Chicago (500 West Madison Street, Suite 1400,
Chicago, Illinois 60661) and copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. In addition, Transamerica Common Stock is
listed on the New York and Pacific Stock Exchanges, and such material can be
inspected at the offices thereof. This Prospectus does not contain all the
information set forth in the Registration Statement and exhibits thereto filed
with the Commission under the Securities Act of 1933.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Transamerica incorporates herein by reference (a) Transamerica's annual
report on Form 10-K for the year ended December 31, 1994, (b) Transamerica's
report on Form 8-K dated March 3, 1995 and its quarterly reports on Form 10-Q
for the quarters ended March 31, 1995 and June 30, 1995, and (c) the description
of the Transamerica Common Stock set forth in the Registration Statement on Form
8-A as it may have been amended from time to time.
All reports and definitive proxy or information statements filed by
Transamerica pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Act
subsequent to the date of this Prospectus and prior to the termination of the
offering of the Common Stock to which this Prospectus relates shall be deemed to
be incorporated by reference into this Prospectus from the date of filing of
such documents. Transamerica will provide without charge to each person,
including any beneficial owner to whom a Prospectus is delivered, upon the oral
or written request of any such person, a copy of any or all of the documents
incorporated by reference (excluding exhibits). Requests
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should be directed to Transamerica Corporation, Corporate Secretary's Office,
The Transamerica Pyramid, 600 Montgomery Street, San Francisco, CA 94111,
telephone (415) 983-4182.
NO PERSON IS AUTHORIZED BY TRANSAMERICA CORPORATION TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.
THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE THROUGH ITS USE SHALL NOT
IMPLY THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF TRANSAMERICA CORPORATION
SINCE THE DATE HEREON OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO ITS DATE.
TRANSAMERICA CORPORATION
Transamerica Corporation is a financial services organization which engages
through its subsidiaries in life insurance, consumer lending, commercial
lending, leasing, real estate services and asset management. Transamerica was
incorporated in Delaware in 1928 and its principal executive offices are located
at 600 Montgomery Street, San Francisco, California 94111 (telephone (415)
983-4000).
THE PLAN
The following is a question and answer statement of the provisions of
Transamerica's Dividend Reinvestment Plan as amended through the date of this
Prospectus. Those holders of Transamerica Common Stock who do not wish to
participate in the Plan will receive cash dividends, as declared, by check or
direct deposit in the usual manner.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of shares of Transamerica
Common Stock with a simple and convenient method of investing cash dividends and
voluntary cash payments in additional shares of Transamerica Common Stock
without payment of any brokerage commission or service charge. Shares may be
purchased under the Plan either directly from Transamerica or in open market
purchases if Transamerica in its sole discretion directs First Chicago to
commence open market purchases. If shares of Common Stock are purchased directly
from Transamerica, Transamerica will receive additional funds for general
corporate purposes.
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PARTICIPATION OPTIONS
2. WHAT OPTIONS ARE AVAILABLE TO PARTICIPANTS IN THE PLAN?
As a participant in the Plan:
(a) You may have cash dividends on ALL of your shares of Transamerica Common
Stock now or hereafter registered in your name automatically reinvested in
shares of Transamerica Common Stock, and may make voluntary cash purchases of
Transamerica Common Stock of not less than $10 per purchase up to an aggregate
of $60,000 per calendar year (see Question 16); or
(b) You may have cash dividends on ONLY PART of your shares of Transamerica
Common Stock now or hereafter registered in your name automatically reinvested
in shares of Transamerica Common Stock, and may make voluntary cash purchases of
Transamerica Common Stock of not less than $10 per purchase up to an aggregate
of $60,000 per calendar year (see Question 16); or
(c) Whether or not your dividends are being reinvested, you may make
voluntary cash purchases of not less than $10 per payment up to an aggregate of
$60,000 per calendar year (see Question 16).
TRANSAMERICA IS CURRENTLY PAYING DIVIDENDS ON ITS COMMON STOCK. STOCKHOLDERS
ARE CAUTIONED, HOWEVER, THAT THE EXISTENCE OF THE PLAN IN NO WAY IMPLIES THAT
TRANSAMERICA'S DIVIDEND POLICY WILL REMAIN UNCHANGED, OR EVEN THAT TRANSAMERICA
WILL CONTINUE TO PAY DIVIDENDS. IN PARTICULAR, COMMON STOCK DIVIDEND PAYMENTS IN
THE FUTURE DEPEND UPON TRANSAMERICA'S EARNINGS, FINANCIAL CONDITION AND OTHER
FACTORS.
ADVANTAGES
3. WHAT ARE THE ADVANTAGES OF THE PLAN?
(a) You pay no brokerage commissions or service charges on stock purchases.
(b) The Plan provides a systematic way for you to use your dividends and/or
cash to purchase additional shares of Transamerica Common Stock.
(c) You will earn dividends on fractional shares as well as on full shares.
(d) Voluntary cash payments of any amount from $10 minimum per payment to
$60,000 maximum per calendar year to purchase additional shares may be remitted
at any time by check or on a regular basis through automatic monthly electronic
funds transfer from a predesignated account with a U.S. financial institution.
(e) You may invest dividends on less than all of the shares registered in
your name and continue to receive dividends on the remaining shares.
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(f) You will be sent a statement indicating the accumulated number of full
and fractional shares in your account shortly following each investment of your
dividends and/or cash payments.
(g) All shares purchased through the Plan will be held for you by First
Chicago unless you request a stock certificate. This convenience provides
protection against certificates being lost, misplaced or stolen.
(h) You may also send First Chicago your other Transamerica Common Stock
certificates for safekeeping, free of charge. Dividends on all shares
represented by the certificates deposited with First Chicago will be
automatically reinvested in additional shares of Transamerica Common Stock.
(i) All full shares acquired under the Plan whether the shares are held by
First Chicago or by you will be voted in accordance with your instructions as
set forth on the proxy completed by you.
(j) You will continue to receive all stockholder reports, including annual
and quarterly reports.
(k) The Plan is entirely voluntary. You may terminate your participation at
any time by giving written notice to First Chicago.
ADMINISTRATION
4. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
First Chicago administers the Plan, keeps records, sends statements of
account to each participant, and performs other duties related to the Plan.
Shares of Transamerica Common Stock purchased for you under the Plan and shares
deposited by you with First Chicago (collectively, "Plan Shares") will be held
for you in safekeeping by or through First Chicago until termination of your
participation in the Plan or until a written request is received from you for
the issuance of certificates for all or part of your Plan Shares.
Transamerica shall have the power, authority, and sole discretion to construe
and interpret the Plan. Transamerica's decisions construing and interpreting the
Plan shall be conclusive and binding on all parties. Transamerica may adopt
rules and regulations to facilitate the administration of the Plan.
PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE?
The shares of Transamerica Common Stock that you own of record make you
eligible to participate in the Plan. As described above, the Plan Shares are the
whole and fractional shares
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<PAGE>
of Transamerica Common Stock that are held in your Plan account. Ownership of at
least a fractional Plan Share maintains your eligibility to participate in the
Plan even if you no longer own any other Transamerica Common Stock. You will not
be eligible to participate in the Plan if you reside in a jurisdiction in which
it is unlawful for Transamerica to let you participate.
A Transamerica stockholder's right to participate in the Plan is not
transferable apart from a transfer of his or her record ownership of
Transamerica Common Stock to another person.
6. IS PARTIAL PARTICIPATION POSSIBLE UNDER THE PLAN?
Yes. You may elect to have dividends on all or some of your Transamerica
Common Stock reinvested under the Plan (see Questions 2 and 9).
7. HOW DOES AN ELIGIBLE STOCKHOLDER PARTICIPATE?
If you hold Transamerica Common Stock and are not already enrolled in the
Plan, you may join the Plan by completing and signing the authorization form
provided with this Prospectus and returning it to First Chicago. A return
envelope will be provided for this purpose, or you may mail your completed form
to the Transamerica Dividend Reinvestment Plan at the address printed at the end
of the response to this Question 7. If your Transamerica Common Stock is
registered in more than one name (i.e., joint tenants, trustees, etc.), all
registered holders must sign the authorization form.
Eligible stockholders may obtain an authorization form at any time by writing
to First Chicago at the following address:
First Chicago Trust Company of New York
Transamerica Dividend Reinvestment Plan
P.O. Box 2598
Jersey City, NJ 07303-2598
Telephone: 1-800-446-2617
First Chicago is available to answer telephone calls on weekdays from 9:00
a.m. to 6:00 p.m., East Coast time.
8. WHEN MAY AN ELIGIBLE STOCKHOLDER JOIN THE PLAN?
As an eligible stockholder, you may join the Plan at any time. Reinvestment
of dividends will commence on the dividend payment date relating to the record
date following receipt by First Chicago of your completed authorization form.
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<PAGE>
9. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The authorization form provides for the purchase of additional shares of
Transamerica Common Stock through the following investment options:
OPTION 1--FULL DIVIDEND REINVESTMENT (with voluntary cash option)
If you choose this Option, you authorize Transamerica to pay ALL your
dividends to First Chicago. First Chicago will use such dividends to purchase
for your account additional shares of Transamerica Common Stock at the then
current prices. Because the amount of your dividends may not be the exact amount
necessary to purchase a number of full shares, First Chicago will credit your
account with the total number of shares your dividends will purchase, including,
when necessary, a fractional share calculated to three decimal places. These
fractional shares, like full shares, earn dividends for you.
Participants in Option 1 can also invest cash as often as once a month in
varying amounts from $10 per payment to a maximum of $60,000 per calendar year
to purchase Transamerica Common Stock. All payments may be sent to First Chicago
by personal check or money order (made payable to "First Chicago--Transamerica,
DRP"). Under Option 1, you need not make any voluntary cash payments.
OPTION 2--PARTIAL DIVIDEND REINVESTMENT (with voluntary cash option)
If you choose this Option, the Plan works in the same way as described in
Option 1 except that you authorize Transamerica to pay ONLY PART of your
dividends to First Chicago for the purchase of additional shares of Transamerica
Common Stock. First Chicago will pay you the balance of your dividends. You may
also invest cash in the same way as is described above under Option 1.
OPTION 3--VOLUNTARY CASH PAYMENTS ONLY
If you elect this Option, you can make voluntary cash payments to First
Chicago to purchase additional shares in the same way as is described above
under Option 1. You will continue to receive cash dividends on shares registered
in your name. However, please bear in mind that all stock certificates deposited
with First Chicago for safekeeping will become Plan Shares, and dividends paid
on all Plan Shares will be automatically invested in additional shares of
Transamerica Common Stock.
10. ARE STOCKHOLDERS ALREADY ENROLLED IN THE PLAN REQUIRED TO SEND IN A NEW
AUTHORIZATION FORM ANNUALLY?
No. Once enrolled in the Plan you will continue to be enrolled without
further action on your part, unless you give notice to First Chicago in writing
that you wish to terminate participation in the Plan, as described in Question
29.
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11. HOW MAY PARTICIPANTS CHANGE INVESTMENT OPTIONS UNDER THE PLAN?
A participant may change investment options at any time by requesting a new
authorization form and returning it to First Chicago at the address specified in
Question 7. A request for a new authorization form may be made by contacting
First Chicago at the address or telephone number specified in Question 7.
Changes in investment options are effective when First Chicago receives and
processes a properly signed and completed authorization form. See Question 29 on
how a participant may discontinue participation in the Plan.
PURCHASES
12. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
With respect to shares acquired directly from Transamerica, the price per
share shall be deemed to be the mean of the high and low prices on the
Investment Date (as defined in Question 13) for Transamerica Common Stock as
reported in the New York Stock Exchange Composite Transaction reporting system.
With respect to shares purchased in the open market, the price per share shall
be the weighted average price for all shares of Transamerica Common Stock
purchased by First Chicago for the relevant Investment Date. Transamerica may at
any time direct First Chicago either to make open market purchases or to
purchase shares directly from Transamerica.
13. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
The "Investment Date" in any month in which a dividend is paid is the
dividend payment date (currently the last business day of January, April, July
and October). The "Investment Date" in any month preceding a declared dividend
payment date (currently March, June, September and December) will be the 20th
day of such month (or if not a business day, the succeeding business day) in
order for shares to be purchased prior to the date that they will be traded
without the right to receive the following dividend payment (the ex-dividend
date). The "Investment Date" for any other month (currently February, May,
August and November) will be the last business day of such month.
In the months in which dividends are paid, dividends and voluntary cash
payments will be invested concurrently beginning on the Investment Date.
Voluntary cash payments received on or prior to each Investment Date will be
invested beginning on that Investment Date. First Chicago will make every effort
to invest dividends and voluntary cash payments it receives promptly, and in no
event later than 30 days following the Investment Date for such dividends and
voluntary cash payments, except where necessary under any applicable federal
securities laws or upon the instructions of Transamerica.
Neither Transamerica nor any Plan participant shall have any authority or
power to direct the time or price at which shares may be purchased, the
selection of the broker or dealer through
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or from whom purchases are to be made or the manner in which such purchases may
be made. In making such purchases for a participant's account, First Chicago may
commingle a participant's funds with those of other participants.
14. HOW MANY SHARES WILL BE PURCHASED FOR PARTICIPANTS?
A participant's account in the Plan will be credited with that number of
shares, including a fraction computed to three decimal places, equal to the
total dollar amount to be invested by such participant divided by the applicable
purchase price per share.
VOLUNTARY CASH PAYMENTS
15. HOW DOES THE VOLUNTARY CASH PAYMENT OPTION WORK?
Participants can invest cash as often as once a month in varying amounts from
$10 per payment to a maximum of $60,000 per calendar year to purchase
Transamerica Common Stock.
The option to make cash purchases is available to you by completing and
signing the authorization form. If you wish to enroll in the voluntary cash
payments only feature of the Plan, a check or money order payable to "First
Chicago--Transamerica, DRP" covering your first voluntary cash payment must
accompany your authorization form. Do not send cash. Thereafter, voluntary cash
payments may be made through the use of appropriate forms, which will be
included with the statement which First Chicago will send you following each
purchase of shares for your Plan account.
16. HOW ARE VOLUNTARY CASH PAYMENTS MADE?
Each voluntary cash payment must be at least $10, and cash purchases made by
any participant may not aggregate more than $60,000 per calendar year. First
Chicago reserves the right to return to the participant amounts received in
excess of the $60,000 limit within 30 days of receipt.
The same amount of money need not be sent each month and there is no
obligation to make any voluntary cash payments. Voluntary cash payments must be
in U.S. dollars. All payments may be sent to First Chicago by check or money
order (made payable to "First Chicago--Transamerica, DRP") or pursuant to the
automatic investment feature described in Question 19.
17. WHEN WILL VOLUNTARY CASH PAYMENTS RECEIVED BE INVESTED?
Voluntary cash payments received on or prior to each Investment Date (as
described under Question 13) will be invested beginning on that Investment Date.
NO INTEREST WILL BE PAID ON
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FUNDS HELD BETWEEN RECEIPT AND INVESTMENT. YOU ARE THEREFORE ENCOURAGED TO SEND
YOUR VOLUNTARY CASH PAYMENT SO THAT IT IS RECEIVED BY FIRST CHICAGO CLOSE TO,
BUT NOT LATER THAN, EACH INVESTMENT DATE.
18. UNDER WHAT CIRCUMSTANCES WILL VOLUNTARY CASH PAYMENTS BE RETURNED?
Your uninvested voluntary cash payment will be returned to you upon written
request received by First Chicago at least two business days prior to an
Investment Date. Uninvested cash payments will be completely refunded if the
Plan is suspended or terminated, as described in Question 37. First Chicago also
reserves the right to refund all amounts exceeding those permitted or approved
(see Question 16). In no case will interest be paid on returned cash payments.
AUTOMATIC MONTHLY INVESTMENT
19. WHAT IS THE AUTOMATIC MONTHLY INVESTMENT FEATURE OF THE PLAN AND HOW DOES IT
WORK?
As a participant, you may make voluntary cash payments of not less than $10
per transaction nor more than $60,000 per calendar year by means of a monthly
automatic electronic funds transfer ("Automatic Monthly Deduction") from a
predesignated account with a United States financial institution. First Chicago
will charge a fee of $1 per transaction for this service.
To initiate Automatic Monthly Deductions, you must complete and sign an
Automatic Monthly Deduction Form and attach a voided blank check for the account
from which funds are to be drawn. Automatic Monthly Deduction Forms may be
obtained from First Chicago. Forms will be processed as promptly as practicable.
Once Automatic Monthly Deductions are initiated, funds will be drawn from
your designated financial institution account on the third business day
preceding each monthly Investment Date and will be used to purchase Transamerica
Common Stock beginning on that Investment Date.
You may change the amount of your Automatic Monthly Deduction by completing
and submitting to First Chicago a new Automatic Monthly Deduction Form. To be
effective with respect to a particular Investment Date, however, the new
Automatic Monthly Deduction Form must be received by First Chicago at least six
business days preceding that Investment Date. Otherwise, the change will be
effective the following month. You may terminate your Automatic Monthly
Deductions by notifying First Chicago in writing at least six business days
prior to the desired effective date of the termination.
COSTS
20. WHAT ARE THE EXPENSES TO PARTICIPANTS UNDER THE PLAN?
There are no brokerage fees for shares purchased directly from Transamerica.
Brokerage fees and other expenses for shares purchased on the open market will
be paid by Transamerica.
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All costs of administration of the Plan are paid by Transamerica. However, as
described in Questions 29 and 31, if you request First Chicago to sell your
shares, you must pay a service fee and any related brokerage commission and
applicable transfer tax. In addition, as described in Question 19, if you elect
to have Automatic Monthly Deductions, you will pay First Chicago a fee of $1 per
transaction in addition to any fee charged by your financial institution.
DEPOSIT OF ADDITIONAL CERTIFICATES
21. HOW MAY CERTIFICATES BE DEPOSITED WITH PLAN SHARES?
You may deposit with First Chicago any Transamerica Common Stock certificates
now or hereafter registered in your name for safekeeping under the Plan. There
is no charge for this custodial service and, by making the deposit, you will be
relieved of the responsibility for loss, theft or destruction of the
certificate. Because you bear the risk of loss in sending stock certificates to
First Chicago, it is recommended that certificates be sent to First Chicago by
registered mail return receipt requested and properly insured. Certificates
should not be endorsed. Whenever certificates are issued to you either upon
request or upon termination of participation, new, differently numbered
certificates will be issued. Dividends will be automatically reinvested on
shares represented by the certificates deposited with First Chicago.
FEDERAL INCOME TAX CONSEQUENCES TO PARTICIPANTS
22. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
Dividend Reinvestment. The participant must include in gross income the
dividend paid by Transamerica even though it will be reinvested. In the event
that shares are purchased on the open market on behalf of a participant under
the Plan, the participant's share of brokerage commissions paid by Transamerica
is treated as a distribution which is subject to income tax in the same manner
as dividends. The participant's basis in shares purchased with reinvested
dividends will equal the dividend distributed by Transamerica plus the
participant's share of brokerage commissions paid by Transamerica, if any.
Voluntary Cash Payments. In the event that shares are purchased on the open
market on behalf of a participant under the Plan, the participant's share of
brokerage commissions paid by Transamerica is treated as a distribution which is
subject to income tax in the same manner as dividends. The participant's basis
in shares purchased with voluntary cash payments will equal the voluntary cash
payment plus the participant's share of brokerage commissions paid by
Transamerica, if any.
Additional Information. For corporate stockholders dividends generally will
be eligible for the dividends-received deduction applicable to corporations
under the Internal Revenue Code. However, corporate stockholders should be aware
that the availability of the dividends-received
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deduction is limited where a holder of stock incurs indebtedness directly
attributable to such stock and the availability of such deduction is also
subject to a holding requirement. The holding period for shares purchased under
the Plan will begin the day after the date the shares are acquired.
The withdrawal of share certificates from a Plan account does not affect a
participant's tax liability. However, a participant who receives a cash payment
for the sale of whole Plan Shares held for such participant's account or for a
fractional Plan Share then held in his or her account will realize gain or loss
measured by the difference between the amount of the cash received and the
participant's basis in the shares or fractional share. The gain or loss will be
capital in character if the Plan Shares or fractional Plan Share are a capital
asset in the hands of the participant.
First Chicago will report to participants and to the Internal Revenue Service
the amounts constituting dividends and distributions as described above and any
proceeds from the sale of Plan Shares. In the case of participants whose
dividends are subject to federal income tax withholding, First Chicago will
reinvest dividends less the amount of tax required to be withheld. Participants
who have not furnished a certified taxpayer identification number or who have
been notified by the IRS that they are subject to back-up withholding may be
subject to back-up withholding.
All participants are urged to consult their own tax advisors to determine the
particular tax consequences of their participation in the Plan.
23. HOW ARE INCOME TAX WITHHOLDING PROVISIONS APPLIED TO FOREIGN STOCKHOLDERS?
In the case of a foreign participant whose income is subject to withholding
of U.S. Federal income tax, the appropriate amount of tax will be withheld and
the balance of the dividend will be applied to the purchase of Transamerica
Common Stock.
REPORTS TO PARTICIPANTS
24. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
You will receive a statement from First Chicago within a reasonable period of
time after each occasion that you purchase shares, showing the total number of
full and fractional shares in your account under the Plan to date, the amount of
any dividends and/or voluntary cash payments invested, the number of shares
purchased and the purchase price per share. Tax information regarding dividends
and reinvested dividends paid on your shares under the Plan will be included in
reports made each calendar year to the Internal Revenue Service, and copies will
be sent to you. These statements are your continuing record of the cost of your
purchases and should be retained for income tax purposes. In addition, each
participant will receive each amended Prospectus for the Plan and copies of
other communications sent to all other holders of Transamerica Common Stock.
12
<PAGE>
DIVIDENDS
25. WHAT WILL HAPPEN TO DIVIDENDS ON PLAN SHARES?
Dividends on all Plan Shares, including fractional shares, whether such
shares were purchased with reinvested dividends or with voluntary cash payments,
or were shares deposited under the Plan, will be reinvested automatically in
additional shares of Transamerica Common Stock.
CERTIFICATES FOR SHARES
26. WILL I RECEIVE CERTIFICATES FOR SHARES OF TRANSAMERICA COMMON STOCK
PURCHASED UNDER THE PLAN?
Plan Shares purchased by First Chicago for your Plan account will be
registered in the name of First Chicago or its nominee, and certificates for
such shares will not be issued until requested. The number of Plan Shares held
in your account will be shown on the periodic statement of your account. This
service eliminates the need for safekeeping by you to protect against loss,
theft or destruction of stock certificates.
At any time, you may request in writing that First Chicago send you a
certificate for all or some of your whole Plan Shares. This request should be
mailed to First Chicago at the address set forth in Question 7. Any remaining
whole or fractional Plan Shares will continue to be held in your account.
Certificates for fractional shares will not be issued under any circumstances.
27. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED TO PARTICIPANTS?
Accounts under the Plan are maintained in the name or names in which your
shares are registered at the time you entered the Plan, and certificates will be
registered in the same manner when they are issued.
28. MAY PLAN SHARES BE PLEDGED?
Plan Shares credited to your account may not be pledged or assigned and any
such purported pledge or assignment would not be enforceable. If you want to
pledge or assign Plan Shares, you must request that a certificate for such
shares be issued in your name.
TERMINATION OF PARTICIPATION IN THE PLAN
29. HOW DOES A PARTICIPANT DISCONTINUE PARTICIPATION IN THE PLAN?
A participant may terminate participation in the Plan at any time prior to a
dividend record date for the next dividend by notice in writing to First
Chicago. As soon as practical following termination, First Chicago will send the
participant a certificate for the participant's Plan Shares.
13
<PAGE>
If a participant requests that First Chicago sell Plan Shares (as described in
Question 31), First Chicago will sell all or a portion of such shares and remit
the proceeds, less a service fee and any related brokerage commission and
applicable transfer tax. If the request to terminate is received by First
Chicago on or after the record date for a dividend payment, First Chicago, in
its sole discretion, may either pay any such dividend in cash or reinvest it in
Transamerica Common Stock on behalf of the terminating participant. If such
dividend is reinvested, First Chicago may sell the shares purchased and remit
the proceeds to the participant, less any service fee, related brokerage
commission and applicable transfer tax. Any voluntary cash payments which had
been sent to First Chicago prior to the request to terminate will also be
invested unless return of the amount is expressly requested in the request for
termination and such request is received at least two business days prior to the
dividend payment date. In every case of termination, the participant's interest
in a fractional share will be paid in cash based upon current market prices,
less any service fee, related brokerage commission and applicable transfer tax.
After termination, dividends will be paid to the stockholder in cash unless
and until the stockholder rejoins the Plan, which he or she may do at any time
by submitting an authorization form to First Chicago.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
30. HOW DOES A PARTICIPANT WITHDRAW SHARES HELD UNDER THE PLAN?
You may withdraw all or some of your Plan Shares (whole shares only) by
notifying First Chicago in writing to that effect and specifying in the notice
the number of shares to be withdrawn. This notice should be mailed to First
Chicago at the address set forth at Question 7 above. If the notice of
withdrawal is not received by First Chicago before the record date for the next
dividend, the next dividend on such Plan Shares will be reinvested for your
account.
Certificates for whole shares of Common Stock so withdrawn will be issued. In
no case will certificates for fractional shares be issued. After you withdraw
Plan Shares from your account in the form of stock certificates, any dividends
on the shares you withdrew will be reinvested or paid in cash according to your
current instructions with respect to your Transamerica Common Stock (see
Question 33 below).
SALE OF SHARES
31. HOW DOES A PARTICIPANT SELL SHARES HELD UNDER THE PLAN?
You may request the sale of any number of your Plan Shares held by First
Chicago in writing or by calling First Chicago at 1-800-446-2617, using a
touch-tone phone. First Chicago will make every effort to process all sale
orders (written and by telephone) on the day it receives
14
<PAGE>
them, provided that instructions are received before 1:00 p.m. East Coast time
on a business day when First Chicago and the relevant securities market are
open. You will be sent a check for the proceeds of sale, less a service fee and
any related brokerage commission and applicable transfer tax.
OTHER INFORMATION
32. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL TRANSAMERICA COMMON
STOCK REGISTERED IN HIS OR HER NAME?
If you dispose of all of your Transamerica Common Stock registered in your
name, you will continue to be a Plan participant as long as you own Plan Shares
until you terminate your participation in the Plan (see Question 29). The
dividends on your Plan Shares will continue to be reinvested until you withdraw
from the Plan.
33. WHAT HAPPENS WHEN YOU SELL OR TRANSFER SOME BUT NOT ALL OF YOUR TRANSAMERICA
COMMON STOCK?
If you are reinvesting dividends on only a portion of your shares of
Transamerica Common Stock, those shares sold or transferred will be considered
to be cash dividend-receiving shares to the extent possible. Dividend
reinvestment will only be reduced when share sales or transfers exceed the
number of shares receiving cash dividends. For example, if you own 1,000 shares,
and you are having dividends on 600 of those shares reinvested under the Plan,
you may sell or transfer up to 400 of your shares without reducing the number of
shares that participate in the dividend reinvestment feature of the Plan.
On the other hand, if you own 1,000 shares and are having dividends
reinvested on 600 of them, and then you sell 550 shares, dividends will be
reinvested on the remaining 450 shares. Then, when you acquire another 250
shares (either through purchase or through distribution from your Plan account),
dividends will be reinvested on the first 150 of those (to restore the total to
600), and not on the last 100.
34. WHAT HAPPENS IF TRANSAMERICA DECLARES A STOCK DIVIDEND OR A STOCK SPLIT, OR
MAKES A RIGHTS OFFERING?
Any shares of Common Stock distributed by Transamerica pursuant to a stock
dividend or a stock split with respect to Plan Shares will be added to your Plan
account.
Shares of Common Stock distributed pursuant to a stock dividend or a stock
split with respect to your other shares of Transamerica Common Stock will be
mailed directly to you in the same manner as to stockholders who are not
participating in the Plan.
Participation in any rights offering will be based upon both shares of
Transamerica Common Stock registered in a participant's name and any whole Plan
Shares credited to such participant's Plan account.
15
<PAGE>
35. HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT STOCKHOLDERS' MEETINGS?
Whole Plan Shares held by First Chicago for you will be voted as you direct.
A proxy card will be sent to you in connection with any annual or special
meeting of stockholders, as in the case of stockholders not participating in the
Plan. This proxy will apply to all of your full Plan Shares and shares
registered in your name as of the record date and, if properly signed, will be
voted in accordance with the instructions that you give on the proxy card. If a
participant does not return the proxy, First Chicago will not vote any of such
shares.
36. WHAT IS THE RESPONSIBILITY OF TRANSAMERICA AND FIRST CHICAGO UNDER THE PLAN?
Transamerica and First Chicago, in administering the Plan, will not be liable
for any act done in good faith or for any good faith omission to act, including
without limitation any claim of liability (1 ) arising out of failure to
terminate a participant's account upon such participant's death prior to receipt
of written notice of such death, and (2) with respect to the prices at which
shares are purchased or sold for the participant's account and the times such
purchases or sales are made.
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER TRANSAMERICA NOR FIRST CHICAGO CAN
ASSURE THEM OF A PROFIT OR PROTECT THEM AGAINST A LOSS WITH RESPECT TO THE
SHARES PURCHASED BY THEM UNDER THE PLAN.
37. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Transamerica reserves the right to suspend, terminate or modify the Plan at
any time. You will be notified of any such suspension, termination or
modification. Transamerica also reserves the right to direct First Chicago to
terminate any participant's participation in the Plan at any time. Except as
described in the following paragraph, upon a termination of the Plan or of your
participation in the Plan, any uninvested voluntary cash payments will be
returned (in the case of termination of participation by the participant, upon
request only), a certificate for whole Plan Shares credited to your account will
be issued, and a cash payment (based on the then current market price) less any
service fee, related brokerage commission and applicable transfer tax will be
made for any fractional Plan Share credited to your account.
In the event Transamerica hereafter terminates the Plan and simultaneously
establishes another dividend reinvestment plan, each participant in the Plan
will be enrolled automatically in the new plan and shares credited to his or her
account under this Plan will be credited automatically to the new dividend
reinvestment plan, unless written notice to the contrary is received by First
Chicago from a participant.
16
<PAGE>
38. WHAT ARE SOME OF THE RESPONSIBILITIES OF A PARTICIPANT UNDER THE PLAN?
Shares of Common Stock in the Plan are subject to escheat to the state in
which a participant resides in the event that such shares are deemed, under such
state's laws, to have been abandoned by a participant.
A participant, therefore, should notify First Chicago promptly in writing of
any change of address. Account statements and other communications to a
participant will be addressed to such participant at the last address of record
provided by such participant to First Chicago.
A participant will have no right to instruct First Chicago with respect to
any shares of Transamerica Common Stock or cash held by First Chicago except as
expressly provided herein.
39. HOW MAY STOCKHOLDERS OBTAIN ANSWERS TO OTHER QUESTIONS REGARDING THE PLAN?
Any questions or correspondence should be addressed to:
First Chicago Trust Company of New York
Transamerica Dividend Reinvestment Plan
P.O. Box 2598
Jersey City, NJ 07303-2598
Telephone: 1-800-446-2617
First Chicago is available to answer telephone calls on weekdays from 9:00
a.m. to 6:00 p.m., East Coast time. First Chicago will also respond within one
business day to inquiries on the Internet addressed to "FCTC[@DELLPHI.COM".
USE OF PROCEEDS
Transamerica has no basis for estimating precisely either the number of
shares of Common Stock that may be sold under the Plan or the prices at which
such shares may be sold. The net proceeds of the Common Stock will be used for
general corporate purposes, including funding investments in, or extensions of
credit to, Transamerica's subsidiaries or, when market conditions are
appropriate, portions of the proceeds may be used to repurchase some of the
outstanding debt and capital securities of Transamerica and its subsidiaries.
Pending any of these ultimate uses, Transamerica may invest the net proceeds or
may use them to reduce short-term indebtedness.
17
<PAGE>
LEGAL OPINION
The validity of the shares of Common Stock offered hereby will be passed upon
for Transamerica by Orrick, Herrington & Sutcliffe, San Francisco, California.
EXPERTS
The consolidated financial statements of Transamerica for the year ended
December 31, 1994, incorporated by reference to Transamerica's Annual Report on
Form 10-K, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
INDEMNIFICATION
The General Corporation Law of Delaware empowers a corporation to indemnify
its directors, employees and agents against certain expenses, judgments, fines
and amounts incurred in connection with such person's employment by the
corporation. Transamerica's bylaws provide for indemnification of directors and
officers to the fullest extent permitted or allowed under Delaware law, and
Transamerica insures its directors and officers against certain liabilities that
may be incurred by them.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling
Transamerica pursuant to the foregoing provisions, Transamerica has been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
18
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration fee $11,918
Printing 25,000*
Mailing and distribution 16,000*
Accounting fees 10,000*
Legal fees 15,000*
Blue sky and legal investment fees and expenses 0
Listing fees 1,500
Miscellaneous 0
Total 79,418
-------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As authorized by Section 145 of the Delaware Corporation Law, the
Corporation's Certificate of Incorporation eliminates the personal liability of
its directors to the Corporation or its stockholders for monetary damages for
any breach of fiduciary duty as a director, except for: (i) any breach of the
duty of loyalty to the Corporation or its stockholders, (ii) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) liability under Section 174 of the Delaware General Corporation
Law (involving certain unlawful dividends or stock repurchases) or (iv) any
transaction from which the director derived an improper personal benefit.
As authorized by Section 145 of the Delaware Corporation Law, the
Corporation's By-Laws provide for indemnification of its directors and officers
in certain cases. Indemnification shall be provided when a person is made a
party or is threatened to be made a party to any proceeding by reason of the
fact that he or she is or was a director or officer of the Corporation or a
director or officer of the Corporation serving at the request of the Corporation
as a director, officer, employee or agent of another enterprise; provided,
however, that no indemnification shall be provided to any such person if a
judgment or other final adjudication adverse to the director or officer
establishes that the director or officer did not act in good faith and in a
manner reasonably believed by him or her to be in, or not opposed to, the best
interests of the Corporation or, with respect to any criminal proceeding, had
reasonable cause to believe that his or her conduct was unlawful; and provided,
further, that, except as to actions to enforce indemnification rights, the
Corporation shall indemnify any such person seeking indemnification in
connection with an action, suit or proceeding (or part thereof) initiated by
such person only if the action, suit or proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. When indemnification is
required, the director or officer shall be indemnified for losses, liabilities
and expenses (including attorney's fees, judgments, fines and amounts paid in
settlement) actually and reasonably incurred by him or her in connection
therewith.
If such proceeding is brought by or on behalf of the Corporation, such person
shall be indemnified against expenses actually and reasonably incurred if he or
she acted in good faith and in a manner reasonably believed by him or her to be
in, or not opposed to, the best interests of the Corporation. There can be no
indemnification with respect to any matter as to which such person is adjudged
to be liable to the Corporation; however, a court may, even in such case, allow
indemnification to such person for such expenses as the court deems proper.
The Corporation's By-Laws provide that, notwithstanding the foregoing, where
such person is successful in any such proceeding, he or she is entitled to be
indemnified against expenses actually and reasonably incurred by him or her. In
all other cases, he or she is entitled to be indemnified against expenses
actually and reasonably incurred by him or her unless the Corporation has
determined that indemnification of such person is not proper because he or she
has not met the applicable standard of conduct.
II-1
<PAGE>
In addition to the above, the Corporation has entered into Indemnification
Agreements (the "Indemnification Agreements") with each of its directors and
officers. The Indemnification Agreements provide directors and officers with
generally the same indemnification by the Corporation as is set forth in the
immediately preceding paragraphs except that the Indemnification Agreements
differ from the By-Laws in the following significant respects: (1) following a
change in control (as defined) of the Corporation, approval by the Board of
Directors of the Corporation of a claim initiated by a director or officer is
not required as a condition to such person's indemnification rights; and (2) no
indemnification shall be provided to a director or officer if a final
adjudication or judgment adverse to such person establishes that such person did
not meet the required standard of care and such person's actions were material
to the cause of action adjudicated or, with respect to an action brought by or
in the right of the Corporation, that such person committed an act for which
personal liability has not been eliminated under the Corporation's Certificate
of Incorporation.
The Indemnification Agreements also provide for (i) arbitration of
indemnification claims after a change in control of the Corporation, (ii) if a
potential change in control or a change in control occurs, the establishment of
a trust for the benefit of an indemnitee of reasonably anticipated
indemnification amounts, and (iii) if the indemnification provided in the
Indemnification Agreements is not available, contribution by the Corporation
based on the relative benefits to the Corporation and the indemnitee and the
relative fault of the Corporation and the indemnitee.
There is directors and officers liability insurance presently outstanding
which insures directors and officers of the Corporation. The policy covers
losses for which the Corporation shall be required or permitted by law to
indemnify directors and officers and which result from claims made against such
directors or officers based upon the commission of wrongful acts in the
performance of their duties. The policy also covers losses which the directors
or officers must pay as the result of claims brought against them based upon the
commission of wrongful acts in the performance of their duties and for which
they are not indemnified by the Corporation. The losses covered by the policy
are subject to certain exclusions and do not include fines or penalties imposed
by law or other matters deemed uninsurable under the law. The policy contains
certain deductible provisions.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- - -------- ----------------------
5.1 Opinion letter of Orrick, Herrington & Sutcliffe as to the
validity of the Common Stock.
12.1 Ratio of Earnings to Fixed Charges Calculation (incorporated by
reference to Exhibit 12.1 of Transamerica's Annual Report on Form
10-K for the year ended December 31, 1994 and to Exhibit 12.1 of
Transamerica's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995).
24.1 Consent of Ernst & Young LLP.
24.2 Consent of Orrick, Herrington & Sutcliffe (contained in the
opinion letter filed as Exhibit 5.1 to this Registration
Statement). 25.1 Powers of Attorney.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that the
undertakings in clauses (i)
II-2
<PAGE>
and (ii) shall not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference into this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City and County of San Francisco, State of California, on the
28th day of September, 1995.
TRANSAMERICA CORPORATION
(Registrant)
By /s/ FRANK C. HERRINGER
------------------------------------
Name: Frank C. Herringer
Title: President and Chief Executive Officer
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
FRANK C. HERRINGER
- - ---------------------- President, Chief Executive Officer and
Frank C. Herringer Director (Principal Executive Officer) Sept. 28, 1995
EDGAR H. GRUBB
- - ---------------------- Executive Vice President and Chief
Edgar H. Grubb Financial Officer (Principal Financial Officer) Sept. 28, 1995
BURTON E. BROOME
- - ---------------------- Vice President and Controller
Burton E. Broome (Principal Accounting Officer) Sept. 28, 1995
*
- - ---------------------- Chairman of the Board and Director Sept. 28, 1995
James R. Harvey
*
- - ---------------------- Director Sept. 28, 1995
Myron DuBain
*
- - ---------------------- Director Sept. 28, 1995
Samuel L. Ginn
*
- - ---------------------- Director Sept. 28, 1995
Gordon E. Moore
*
- - ---------------------- Director Sept. 28, 1995
Toni Rembe
*
- - ---------------------- Director Sept. 28, 1995
*Condoleezza Rice
*
- - ---------------------- Director Sept. 28, 1995
Charles R. Schwab
*
- - ---------------------- Director Sept. 28, 1995
Forrest N. Shumway
*
- - ---------------------- Director Sept. 28, 1995
Peter V. Ueberroth
* By /s/ ROBERT D. MYERS
-----------------------
Robert D. Myers
(attorney-in-fact)
</TABLE>
II-4
<PAGE>
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBIT NUMBERED PAGE
- - ------- ---------------------- -------------
<S> <C> <C>
5.1 Opinion letter of Orrick, Herrington & Sutcliffe as to the
validity of the Common Stock.
12.1 Ratio of Earnings to Fixed Charges Calculation (incorporated by *
reference to Exhibit 12.1 of Transamerica's Annual Report on Form
10-K for the year ended December 31, 1994 and to Exhibit 12.1 of
Transamerica's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995).
24.1 Consent of Ernst & Young LLP.
24.2 Consent of Orrick, Herrington & Sutcliffe (contained in the *
opinion letter filed as Exhibit 5.1 to this Registration
Statement).
25.1 Powers of Attorney.
</TABLE>
II-5
EXHIBIT 5.1
September 28, 1995
Transamerica Corporation
600 Montgomery Street
San Francisco, CA 94111
Re: Transamerica Corporation
Dividend Reinvestment Plan
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the
proposed sale pursuant to the Transamerica Corporation Dividend Reinvestment
Plan (the "Plan"), of up to 500,000 shares of common stock, $1.00 par value
("Common Stock"), of Transamerica Corporation (the "Company").
We have examined instruments, documents and records which we deemed relevant
and necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the following: (a) the authenticity of original
documents and the genuineness of all signatures; (b) the conformity to the
originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.
Based on such examination, we are of the opinion that, when the Pricing
Committee of the Board of Directors has taken appropriate actions, the 500,000
shares of Common Stock to be issued and sold by the Company pursuant to the Plan
will be validly authorized shares of Common Stock and, when issued upon the
payment of the purchase price therefor, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to this
Registration Statement on Form S-3 and to the use of our name wherever it
appears in said Registration Statement, including the Prospectus which forms a
part of the Registration Statement. In giving such consent, we do not consider
that we are "experts" within the meaning of such term as used in the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission issued thereunder with respect to any part of the
Registration Statement, including this opinion as an exhibit or otherwise.
Very truly yours,
ORRICK, HERRINGTON, & SUTCLIFFE
EXHIBIT 24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 to be filed September 28, 1995) and related
Prospectus of Transamerica Corporation for the registration of 500,000 shares of
its common stock and to the incorporation by reference therein of our report
dated February 15, 1995 with respect to the consolidated financial statements
and schedules of Transamerica Corporation included and incorporated by reference
in its Annual Report (Form 10-K) for the year ended December 31, 1994, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
San Francisco,
California September 26, 1995
EXHIBIT 25.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned hereby constitutes and appoints BURTON E. BROOME, SHIRLEY
H. BUCCIERI and ROBERT D. MYERS, and each of them with power to act alone, his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-3 relating to 500,000 shares of Common Stock of Transamerica Corporation
issuable under the Transamerica Corporation Dividend Reinvestment Plan, and any
and all amendments of such Registration Statement, including post-effective
amendments, and to file the same, together with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each such attorney-in-fact full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises hereof, as fully to all intents and purposes as he or she
might do or could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his or her substitutes may lawfully do or cause to be done
by virtue hereof. This power of attorney shall be effective on and after
September 22, 1995.
IN WITNESS WHEREOF, I affix my signature below.
/s/ JAMES R. HARVEY
---------------------------------------
James R. Harvey
Date: September 13, 1995
<PAGE>
EXHIBIT 25.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned hereby constitutes and appoints BURTON E. BROOME, SHIRLEY
H. BUCCIERI and ROBERT D. MYERS, and each of them with power to act alone, his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-3 relating to 500,000 shares of Common Stock of Transamerica Corporation
issuable under the Transamerica Corporation Dividend Reinvestment Plan, and any
and all amendments of such Registration Statement, including post-effective
amendments, and to file the same, together with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each such attorney-in-fact full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises hereof, as fully to all intents and purposes as he or she
might do or could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his or her substitutes may lawfully do or cause to be done
by virtue hereof. This power of attorney shall be effective on and after
September 22, 1995.
IN WITNESS WHEREOF, I affix my signature below.
/s/ MYRON DUBAIN
---------------------------------------
Myron DuBain
Date: September 19, 1995
<PAGE>
EXHIBIT 25.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned hereby constitutes and appoints BURTON E. BROOME, SHIRLEY
H. BUCCIERI and ROBERT D. MYERS, and each of them with power to act alone, his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-3 relating to 500,000 shares of Common Stock of Transamerica Corporation
issuable under the Transamerica Corporation Dividend Reinvestment Plan, and any
and all amendments of such Registration Statement, including post-effective
amendments, and to file the same, together with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each such attorney-in-fact full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises hereof, as fully to all intents and purposes as he or she
might do or could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his or her substitutes may lawfully do or cause to be done
by virtue hereof. This power of attorney shall be effective on and after
September 22, 1995.
IN WITNESS WHEREOF, I affix my signature below.
/s/ SAMUEL L. GINN
---------------------------------------
Samuel L. Ginn
Date: September 21, 1995
<PAGE>
EXHIBIT 25.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned hereby constitutes and appoints BURTON E. BROOME, SHIRLEY
H. BUCCIERI and ROBERT D. MYERS, and each of them with power to act alone, his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-3 relating to 500,000 shares of Common Stock of Transamerica Corporation
issuable under the Transamerica Corporation Dividend Reinvestment Plan, and any
and all amendments of such Registration Statement, including post-effective
amendments, and to file the same, together with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each such attorney-in-fact full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises hereof, as fully to all intents and purposes as he or she
might do or could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his or her substitutes may lawfully do or cause to be done
by virtue hereof. This power of attorney shall be effective on and after
September 22, 1995.
IN WITNESS WHEREOF, I affix my signature below.
/s/ FRANK C. HERRINGER
---------------------------------------
Frank C. Herringer
Date: September 14, 1995
<PAGE>
EXHIBIT 25.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned hereby constitutes and appoints BURTON E. BROOME, SHIRLEY
H. BUCCIERI and ROBERT D. MYERS, and each of them with power to act alone, his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-3 relating to 500,000 shares of Common Stock of Transamerica Corporation
issuable under the Transamerica Corporation Dividend Reinvestment Plan, and any
and all amendments of such Registration Statement, including post-effective
amendments, and to file the same, together with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each such attorney-in-fact full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises hereof, as fully to all intents and purposes as he or she
might do or could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his or her substitutes may lawfully do or cause to be done
by virtue hereof. This power of attorney shall be effective on and after
September 22, 1995.
IN WITNESS WHEREOF, I affix my signature below.
/s/ GORDON E. MOORE
---------------------------------------
Gordon E. Moore
Date: September 21, 1995
<PAGE>
EXHIBIT 25.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned hereby constitutes and appoints BURTON E. BROOME, SHIRLEY
H. BUCCIERI and ROBERT D. MYERS, and each of them with power to act alone, his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-3 relating to 500,000 shares of Common Stock of Transamerica Corporation
issuable under the Transamerica Corporation Dividend Reinvestment Plan, and any
and all amendments of such Registration Statement, including post-effective
amendments, and to file the same, together with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each such attorney-in-fact full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises hereof, as fully to all intents and purposes as he or she
might do or could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his or her substitutes may lawfully do or cause to be done
by virtue hereof. This power of attorney shall be effective on and after
September 22, 1995.
IN WITNESS WHEREOF, I affix my signature below.
/s/ TONI REMBE
---------------------------------------
Toni Rembe
Date: September 19, 1995
<PAGE>
EXHIBIT 25.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned hereby constitutes and appoints BURTON E. BROOME, SHIRLEY
H. BUCCIERI and ROBERT D. MYERS, and each of them with power to act alone, his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-3 relating to 500,000 shares of Common Stock of Transamerica Corporation
issuable under the Transamerica Corporation Dividend Reinvestment Plan, and any
and all amendments of such Registration Statement, including post-effective
amendments, and to file the same, together with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each such attorney-in-fact full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises hereof, as fully to all intents and purposes as he or she
might do or could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his or her substitutes may lawfully do or cause to be done
by virtue hereof. This power of attorney shall be effective on and after
September 22, 1995.
IN WITNESS WHEREOF, I affix my signature below.
/s/ CONDOLEEZZA RICE
---------------------------------------
Condoleezza Rice
Date: September 21, 1995
<PAGE>
EXHIBIT 25.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned hereby constitutes and appoints BURTON E. BROOME, SHIRLEY
H. BUCCIERI and ROBERT D. MYERS, and each of them with power to act alone, his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-3 relating to 500,000 shares of Common Stock of Transamerica Corporation
issuable under the Transamerica Corporation Dividend Reinvestment Plan, and any
and all amendments of such Registration Statement, including post-effective
amendments, and to file the same, together with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each such attorney-in-fact full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises hereof, as fully to all intents and purposes as he or she
might do or could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his or her substitutes may lawfully do or cause to be done
by virtue hereof. This power of attorney shall be effective on and after
September 22, 1995.
IN WITNESS WHEREOF, I affix my signature below.
/s/ CHARLES R. SCHWAB
---------------------------------------
Charles R. Schwab
Date: September 21, 1995
<PAGE>
EXHIBIT 25.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned hereby constitutes and appoints BURTON E. BROOME, SHIRLEY
H. BUCCIERI and ROBERT D. MYERS, and each of them with power to act alone, his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-3 relating to 500,000 shares of Common Stock of Transamerica Corporation
issuable under the Transamerica Corporation Dividend Reinvestment Plan, and any
and all amendments of such Registration Statement, including post-effective
amendments, and to file the same, together with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each such attorney-in-fact full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises hereof, as fully to all intents and purposes as he or she
might do or could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his or her substitutes may lawfully do or cause to be done
by virtue hereof. This power of attorney shall be effective on and after
September 22, 1995.
IN WITNESS WHEREOF, I affix my signature below.
/s/ FORREST N. SHUMWAY
---------------------------------------
Forrest N. Shumway
Date: September 21, 1995
<PAGE>
EXHIBIT 25.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned hereby constitutes and appoints BURTON E. BROOME, SHIRLEY
H. BUCCIERI and ROBERT D. MYERS, and each of them with power to act alone, his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-3 relating to 500,000 shares of Common Stock of Transamerica Corporation
issuable under the Transamerica Corporation Dividend Reinvestment Plan, and any
and all amendments of such Registration Statement, including post-effective
amendments, and to file the same, together with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each such attorney-in-fact full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises hereof, as fully to all intents and purposes as he or she
might do or could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his or her substitutes may lawfully do or cause to be done
by virtue hereof. This power of attorney shall be effective on and after
September 22, 1995.
IN WITNESS WHEREOF, I affix my signature below.
/s/ PETER V. UEBERROTH
---------------------------------------
Peter V. Ueberroth
Date: September 21, 1995
