<PAGE>
PAGE 1
As filed with the Securities and Exchange Commission on November 14, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
TRANSAMERICA CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 94-0932740
(State or jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
600 MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94111
(Address of Principal Executive Offices)
TRANSAMERICA CORPORATION 1995 PERFORMANCE STOCK OPTION PLAN
(Full Title of the Plan)
Shirley H. Buccieri, Esq.
Senior Vice President, General Counsel and Secretary
Transamerica Corporation
600 Montgomery Street, San Francisco, California 94111
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (415) 983-4187
Copies to:
John E. Aguirre, Esq.
Orrick, Herrington & Sutcliffe
400 Sansome Street
San Francisco, CA 94111
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Share (1) Price (1) Fee (1)
Common Stock 5,000,000 $71.00 $355,000,000.00 $71,000.00
(2) shares
(1) Estimated solely for the purpose of calculating the registration fee on
the basis of $71.00 per share, the average of the high and low prices of
the Common Stock as reported by the New York Stock Exchange on
November 10, 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.
<PAGE>
PAGE 2
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
Registration Statement: (i) Transamerica Corporation's (the
"Corporation") latest annual report filed pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"); (ii) all other reports filed by the Corporation
pursuant to Sections 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the Corporation's latest annual
report; and (iii) the description of the Corporation's common
stock contained in the Corporation's Registration Statement on
Form 8-A, as it may have been amended from time to time. All
documents filed by the Corporation or the Plan after the date of
this registration statement pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. 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<PAGE>
PAGE 3
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.
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<PAGE>
PAGE 4
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 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
4.1 Transamerica Corporation 1995 Performance Stock Option Plan.
4.2 Form of Nonqualified Stock Option Agreement under the
Registrant's 1995 Performance Stock Option Plan
(incorporated by reference to Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995, Commission File No. 1-2964).
4.3 Form of Nonqualified Stock Option Agreement granted with
Tandem Limited Stock Appreciation Right under the
Registrant's 1995 Performance Stock Option Plan
(incorporated by reference to Exhibit 10.3 to the<PAGE>
PAGE 5
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995, Commission File No. 1-2964).
4.4 Form of Tandem Limited Stock Appreciation Right under the
Registrant's 1995 Performance Stock Option Plan
(incorporated by reference to Exhibit 10.4 to the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995, Commission File No. 1-2964).
5.1 Opinion of Orrick, Herrington & Sutcliffe.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe (contained in
Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney.
ITEM 9. UNDERTAKINGS
(a) 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;
(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 paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the 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<PAGE>
PAGE 6
such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(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.
(b) The undersigned registrant hereby undertakes 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 therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
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Signatures
THE REGISTRANT
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-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of San Francisco, State of California on November 6, 1995.
TRANSAMERICA CORPORATION
(Registrant)
/s/ Burton E. Broome
Burton E. Broome
Vice President and Controller
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 dates indicated.
Signature
Title
Date
Principal Executive Officer:
/s/ Frank C. Herringer
Frank C. Herringer
President and
Chief Executive
Officer
November 6, 1995
Principal Financial Officer:
/s/ Edgar H. Grubb
Edgar H. Grubb
Executive Vice
President and
Chief Financial
Officer
November 6, 1995
Principal Accounting Officer:
/s/ Burton E. Broome
Burton E. Broome
Vice President
and Controller
November 6, 1995
<PAGE>
PAGE 8
Directors:
/s/ Myron Du Bain
Myron Du Bain Director November 6, 1995
/s/ Samuel L. Ginn
Samuel L. Ginn Director November 6, 1995
/s/ James R. Harvey
James R. Harvey Director November 6, 1995
/s/ Frank C. Herringer
Frank C. Herringer Director November 6, 1995
/s/ Gordon E. Moore
Gordon E. Moore Director November 6, 1995
/s/ Toni Rembe
Toni Rembe Director November 6, 1995
/s/ Condoleezza Rice
Condoleezza Rice Director November 6, 1995
/s/ Charles R. Schwab
Charles R. Schwab Director November 6, 1995
/s/ Forrest N. Shumway
Forrest N. Shumway Director November 6, 1995
/s/ Peter V. Ueberroth
Peter V. Ueberroth Director November 6, 1995
*By: /s/ Robert D. Myers
Robert D. Myers
Attorney-in-Fact
A majority of the members of the Board of Directors.<PAGE>
PAGE 9
EXHIBIT INDEX
4.1 Transamerica Corporation 1995 Performance Stock Option Plan.
4.2 Form of Nonqualified Stock Option Agreement under the
Registrant's 1995 Performance Stock Option Plan
(incorporated by reference to Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995, Commission File No. 1-2964).
4.3 Form of Nonqualified Stock Option Agreement granted with
Tandem Limited Stock Appreciation Right under the
Registrant's 1995 Performance Stock Option Plan
(incorporated by reference to Exhibit 10.3 to the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995, Commission File No. 1-2964).
4.4 Form of Tandem Limited Stock Appreciation Right under the
Registrant's 1995 Performance Stock Option Plan
(incorporated by reference to Exhibit 10.4 to the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995, Commission File No. 1-2964).
5.1 Opinion of Orrick, Herrington & Sutcliffe.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe (contained in
Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney.
<PAGE>
PAGE 10
Exhibit 4.1
TRANSAMERICA CORPORATION
1995 PERFORMANCE STOCK OPTION PLAN
TRANSAMERICA CORPORATION, hereby adopts the
Transamerica Corporation 1995 Performance Stock Option Plan,
effective as of January 26, 1995, as follows:
SECTION 1
BACKGROUND AND PURPOSE
1.1 Background and Effective Date. The Plan permits
the grant of Options and Tandem Limited Stock Appreciation
Rights. The Plan is effective as of January 26, 1995, subject to
ratification by an affirmative vote of the holders of a majority
of the Shares which are present in person or by proxy and
entitled to vote at the 1995 Annual Meeting of Stockholders.
Awards may be granted prior to the receipt of such vote, but such
grants shall be null and void if such vote is not in fact
received.
1.2 Purpose of the Plan. The Plan is intended to
attract, motivate, and retain key executives of the Corporation
and its Affiliates. The Plan is intended to motivate
Participants to manage the Corporation to provide a superior
return to stockholders. The Plan is further intended to align
Participants' interests with those of the Corporation's
stockholders.
SECTION 2
DEFINITIONS
The following words and phrases shall have the
following meanings unless a different meaning is plainly required
by the context:
2.1 "1934 Act" means the Securities Exchange Act of
1934, as amended. Reference to a specific section of the 1934
Act or regulation thereunder shall include such section or
regulation, any valid regulation promulgated under such section,
and any comparable provision of any future legislation or
regulation amending, supplementing or superseding such section or
regulation.
2.2 "Affiliate" means any corporation or any other
entity (including, but not limited to, partnerships and joint
ventures) controlling, controlled by, or under common control
with the Corporation.<PAGE>
PAGE 11
2.3 "Award" means, individually or collectively, a
grant under the Plan of Options and/or TLSARs.
2.4 "Award Agreement" means the written agreement
setting forth the terms and provisions applicable to each Award.
2.5 "Board" means the Board of Directors of the
Corporation.
2.6 "Change of Control" means the occurrence of any of
the following:
(a) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934
Act) (a "Person") of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the 1934 Act) of 20% or more of
either (1) the then-outstanding shares of common stock of the
Corporation (the "Outstanding Corporation Common Stock") or
(2) the combined voting power of the then-outstanding voting
securities of the Corporation entitled to vote generally in the
election of directors (the "Outstanding Corporation Voting
Securities"); provided, however, that for purposes of this
paragraph (a) the following acquisitions shall not constitute, or
be deemed to cause, a Change of Control: (i) any increase in
such percentage ownership of a Person to 20% or more resulting
solely from any acquisition of shares directly from the
Corporation or any acquisition of shares by the Corporation,
provided, however, that any subsequent acquisitions of shares by
such Person that would add, in the aggregate, 2% or more
(measured as of the date of each such subsequent acquisition) to
such Person's beneficial ownership of Outstanding Corporation
Common Stock or Outstanding Corporation Voting Securities shall
be deemed to constitute a Change of Control, (ii) any acquisition
by any employee benefit plan (or related trust) sponsored or
maintained by the Corporation or any corporation controlled by
the Corporation or (iii) any acquisition by any corporation
pursuant to a transaction which complies with clauses (1), (2)
and (3) of paragraph (c) below; or
(b) individuals who, as of the date hereof, constitute
the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to the date
hereof whose election, or nomination for election by the
Corporation's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents, by or on behalf of a Person
other than the Board; or<PAGE>
PAGE 12
(c) consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Corporation (a "Business
Combination"), in each case, unless, following such Business
Combination, (1) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
then Outstanding Corporation Common Stock and Outstanding
Corporation Voting Securities, immediately prior to such Business
Combination beneficially own, directly or indirectly, more than
50% of, respectively, the then-outstanding shares of common stock
and the combined voting power of the then-outstanding voting
securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from
such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the
Corporation or all or substantially all of the Corporation's
assets either directly or through one or more subsidiaries) in
the same proportions as their ownership, immediately prior to
such Business Combination of the Outstanding Corporation Common
Stock and Outstanding Corporation Voting Securities, as the case
may be, (2) no Person (excluding any corporation resulting from
such Business Combination or any employee benefit plan (or
related trust) of the Corporation or of such corporation
resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then-
outstanding shares of common stock of the corporation resulting
from such Business Combination or the combined voting power of
the then-outstanding voting securities of such corporation except
to the extent that such ownership existed prior to the Business
Combination and (3) at least a majority of the members of the
board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action
of the Board, providing for such Business Combination; or
(d) approval by the stockholders of the Corporation of
a complete liquidation or dissolution of the Corporation.
2.7 "Change of Control Value" means the greater of (a)
the highest Fair Market Value of a Share during the period of 60
consecutive days which ends on the date of a Change of Control,
or (b) the highest price per Share paid in the transaction which
gives rise to the Change of Control.
2.8 "Code" means the Internal Revenue Code of 1986, as
amended. Reference to a specific section of the Code or
regulation thereunder shall include such section or regulation,
any valid regulation promulgated under such section, and any
comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or
regulation.<PAGE>
PAGE 13
2.9 "Committee" means the Management Development and
Compensation Committee of the Board, or any other committee
appointed by the Board (pursuant to Section 3.1) to administer
the Plan.
2.10 "Corporation" means Transamerica Corporation, a
Delaware corporation, or any successor thereto.
2.11 "Director" means any individual who is a member of
the Board.
2.12 "Disability" means a Termination of Employment by
reason of the Executive's becoming permanently and totally
disabled. An Executive shall be deemed to have become
permanently and totally disabled for purposes of the Plan if (and
only if) he or she has become permanently and totally disabled
under the long-term disability plan sponsored by his or her
employer.
2.13 "Early Retirement" means a Termination of
Employment by reason of the Executive's early retirement at or
after his or her "Early Retirement Date" under the Retirement
Plan for Salaried U.S. Employees of Transamerica Corporation and
Affiliates (or any successor thereto).
2.14 "Executive" means an employee of the Corporation
or of an Affiliate who is a member of the SEC and/or the SMC,
whether such employee is a member at the time the Plan is adopted
or becomes a member subsequent to the adoption of the Plan.
2.15 "Exercise Price" means the price at which a Share
may be purchased by a Participant pursuant to the exercise of an
Option or TLSAR.
2.16 "Fair Market Value" means the last quoted per
Share selling price for Shares on the relevant date, as quoted in
the New York Stock Exchange Composite Transactions Index
published in The Wall Street Journal, or if there were no sales
on such date, the last quoted selling price on the nearest day
after the relevant date, as determined by the Committee.
2.17 "Grant Date" means, with respect to an Award, the
date that the Award was granted.
2.18 "Normal Retirement" means a Termination of
Employment by reason of the Executive's retirement at or after
his or her "Normal Retirement Date" under the Retirement Plan for
Salaried U.S. Employees of Transamerica Corporation and
Affiliates (or any successor thereto).
2.19 "Option" means an option to purchase Shares which
is granted under Section 5 and which is not intended to be an
Incentive Stock Option under section 422 of the Code.<PAGE>
PAGE 14
2.20 "Participant" means an Executive who has an
outstanding Award.
2.21 "Plan" means the Transamerica Corporation 1995
Performance Stock Option Plan, as set forth in this instrument
and as hereafter amended from time to time.
2.22 "Rule 16b-3" means Rule 16b-3 promulgated under
the 1934 Act.
2.23 "SEC" means the Corporation's Senior Executive
Committee (or any successor thereto).
2.24 "SMC" means the Corporation's Senior Management
Council (or any successor thereto).
2.25 "Section 16 Person" means a person who, with
respect to the Shares, is subject to section 16 of the 1934 Act.
2.26 "Shares" means the shares of common stock of the
Corporation.
2.27 "Tandem Limited Stock Appreciation Right" or
"TLSAR" means an Award granted under Section 6 in connection with
a related Option, the exercise of which shall require forfeiture
of the related Option or portion thereof (and when the Option is
exercised, the TLSAR shall be similarly cancelled).
2.28 "Termination of Employment" means a cessation of
the employee-employer relationship between an Executive and the
Corporation or an Affiliate for any reason, including, but not by
way of limitation, a termination by resignation, discharge,
death, Disability, Early Retirement, Normal Retirement, or the
disaffiliation of an Affiliate, but excluding any such
termination where there is a simultaneous reemployment by the
Corporation or an Affiliate.
SECTION 3
ADMINISTRATION
3.1 The Committee. The Plan shall be administered by
the Committee. The Committee shall consist of not less than two
(2) Directors. The members of the Committee shall be appointed
from time to time by, and shall serve at the pleasure of, the
Board. The Committee shall be comprised solely of Directors who
both are (a) "disinterested persons" under Rule 16b-3, and (b)
"outside directors" under section 162(m) of the Code.
3.2 Authority of the Committee. It shall be the duty
of the Committee to administer the Plan in accordance with the
Plan's provisions. The Committee shall have all powers and
discretion necessary or appropriate to administer the Plan and to
control its operation, including, but not limited to, the power<PAGE>
PAGE 15
to (a) determine which Executives shall be granted Awards, (b)
prescribe the terms and conditions of the Awards, (c) interpret
the Plan and the Awards, (d) adopt such procedures and subplans
as are necessary or appropriate to permit participation in the
Plan by Executives who are foreign nationals or employed outside
of the United States, (e) adopt rules for the administration,
interpretation and application of the Plan as are consistent
therewith, and (f) interpret, amend or revoke any such rules.
Except as provided in Section 4.3, after an Award has been
granted, the Committee shall not reduce the Exercise Price of the
Award (or cancel the Award and grant a substitute Award having a
lower Exercise Price).
3.3 Delegation by the Committee. The Committee, in
its sole discretion and on such terms and conditions as it may
provide, may delegate all or any part of its authority and powers
under the Plan to one or more directors or officers of the
Corporation; provided, however, that the Committee may not
delegate its authority and powers (a) with respect to Section 16
Persons, or (b) in any way which would jeopardize the Plan's
qualification under section 162(m) of the Code or Rule 16b-3.
3.4 Decisions Binding. All determinations and
decisions made by the Committee, the Board, and any delegate of
the Committee pursuant to the provisions of the Plan shall be
final, conclusive, and binding on all persons, and shall be given
the maximum deference permitted by law.
SECTION 4
SHARES SUBJECT TO THE PLAN
4.1 Number of Shares. Subject to adjustment as
provided in Section 4.3, the total number of Shares available for
grant under the Plan shall not exceed 5,000,000. Shares granted
under the Plan may be either authorized but unissued Shares or
treasury Shares.
4.2 Lapsed Awards. If an Award (or portion thereof)
is cancelled, terminates, expires, or lapses for any reason other
than failure of an Option to become exercisable due to the price
of the Shares not reaching the Fair Market Value specified in the
Award Agreement for the required time during the specified
period, any Shares subject to such Award again shall be available
to be the subject of an Award. If an Option (or portion thereof)
is cancelled, terminates, expires, or lapses due to failure of
the Option to become exercisable on account of the price of the
Shares not reaching the Fair Market Value specified in the Award
Agreement for the required time during the specified period, any
Shares subject to such Option shall not be available to be the
subject of another Award.<PAGE>
PAGE 16
4.3 Adjustments in Awards and Authorized Shares. In
the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend,
split-up, Share combination, distribution or other change in the
corporate structure of the Corporation affecting the Shares, the
Committee shall adjust the number and class of securities which
may be delivered under the Plan, the number, class, and price of
the securities subject to outstanding Awards, the prices set
forth in Sections 5.4.1 and 5.4.2 (and if applicable, of Options
granted pursuant to Section 5.4.6) and the numerical limit of
Sections 5.1 and 6.1, in such manner as the Committee (in its
sole discretion) shall determine to be appropriate to prevent the
dilution or diminution of Awards. Notwithstanding the preceding
sentence, the number of Shares subject to any Award shall always
be a whole number.
SECTION 5
OPTIONS
5.1 Grant of Options. Subject to the terms and
provisions of the Plan, Options may be granted to Executives at
any time and from time to time as determined by the Committee in
its sole discretion. The Committee, in its sole discretion,
shall determine the number of Shares subject to each Option,
provided that during any calendar year, no Participant shall be
granted Options covering more than 1,700,000 Shares.
5.2 Option Agreement. Each Option shall be evidenced
by an Award Agreement. The Award Agreement shall specify the
Exercise Price, the expiration date of the Option, the number of
Shares to which the Option pertains, any conditions to exercise
of the Option, and such other terms and conditions as the
Committee, in its sole discretion, shall determine.
5.3 Exercise Price. The Exercise Price for each
Option shall be determined by the Committee in accordance with
the provisions of this Section 5.3.
5.3.1 Options Granted to SEC Members. The
Exercise Price of Options that are granted on January 26, 1995,
to members of the SEC shall be determined as follows. (The Fair
Market Value of a Share on January 26, 1995, was $50.75 per
Share.)
(a) The Exercise Price for one of the Options
granted to each such Executive shall be $60 per Share, The Option
shall cover not more than 30% of the total Shares covered by all
Options granted to the Executive on January 26, 1995.
(b) The Exercise Price for one of the Options
granted to each such Executive shall be $82 per Share. The
Option shall cover not more than 30% of the total Shares covered
by all Options granted the Executive on January 26, 1995.<PAGE>
PAGE 17
(c) The Exercise Price for one of the Options
granted to each such Executive shall be $100 per Share. The
Option shall cover not less than 40% of the total Shares covered
by all Options granted to the Executive on January 26, 1995.
(d) Notwithstanding the preceding, in the case of
a member of the SEC who is expected to be eligible for Normal
Retirement prior to January 1, 2002, (1) one of the Options
granted to the Executive shall have an Exercise Price of $60 per
Share and shall cover not more than 30% of the Shares covered by
all Options granted to the Executive on January 26, 1995, and
(2) the other Option granted to the Executive shall have an
Exercise Price of $82 per Share and shall cover the remaining
balance of the Shares covered by all Options granted to the
Executive on January 26, 1995.
5.3.2 Options Granted to Other SMC Members. In
the case of each Option that is granted on January 26, 1995, to a
member of the SMC (but not of the SEC), the Exercise Price for
100% of the Shares covered by the Option shall be $100 per Share.
(The Fair Market Value of a Share on January 26, 1995, was $50.75
per Share.)
5.3.3 Options Granted After January 26, 1995. In
the case of each Option that is granted after January 26, 1995,
the Exercise Price of the Option shall be determined by the
Committee in its discretion, provided that any such Exercise
Prices shall represent an appropriate premium over the then Fair
Market Value of a Share, as determined by the Committee.
5.4 Exercisability of Options. Each Option shall
become exercisable in accordance with the provisions of this
Section 5.4.
5.4.1 Options Granted to SEC Members. Each
Option that is granted on January 26, 1995, to an Executive who
is a member of the SEC shall become exercisable in accordance
with the provisions of this Section 5.4.1, but subject to the
special rules of Sections 5.4.3, 5.4.4, and 5.4.5.
(a) With respect to an Option that has an
Exercise Price of $60 per share, the right to exercise
33-1/3% of the Shares covered by the Option shall accrue on
the third anniversary of the Grant Date, the right to
exercise an additional 33-1/3% of such Shares shall accrue
on the fourth anniversary of the Grant Date, and the right
to exercise the remaining Shares shall accrue on the fifth
anniversary of the Grant Date, provided in each case that
the Participant remains an Executive on the applicable
anniversary date.
(b) With respect to an Option that has an
Exercise Price of $82 per share, the right to exercise 100%<PAGE>
PAGE 18
of the Shares covered by the Option shall accrue on the
tenth trading day (occurring within a period of 30
consecutive trading days) on which the Fair Market Value of
a Share is at least $82, provided that such tenth trading
day occurs not later than five years after the Grant Date,
and provided further that the Participant is an Executive on
each such trading day (except to the extent provided in
Sections 5.4.3 and 5.4.4).
(c) With respect to an Option that has an
Exercise Price of $100 per share, the right to exercise 100%
of the Shares covered by the Option shall accrue on the
tenth trading day (occurring within a period of 30
consecutive trading days) on which the Fair Market Value of
a Share is at least $100, provided that such tenth trading
day occurs not later than seven years after the Grant Date,
and provided further that the Participant is an Executive on
each such trading day (except to the extent provided in
Sections 5.4.3 and 5.4.4).
5.4.2 Options Granted to Other SMC Members. Each
Option that is granted on January 26, 1995, to an Executive who
is a member of the SMC (but not of the SEC) shall become
exercisable as to 100% of the Shares covered by the Option on the
tenth trading day (occurring within a period of 30 consecutive
trading days) on which the Fair Market Value of a Share is at
least $100, provided that such tenth trading day occurs within
seven years of the Grant Date, and provided further that the
Participant is an Executive on each such trading day (except to
the extent provided in Sections 5.4.3 and 5.4.4.
5.4.3 Special Rule for Normal Retirement. If a
Participant incurs a Termination of Employment on account of
Normal Retirement, the following special rules shall apply
(subject to Section 5.5). If within six months after the
Participant's Normal Retirement, the right to exercise any
particular Shares would have accrued (had the Participant not
incurred a Termination of Employment), by virtue of additional
service, changes in the Fair Market Value of the Shares or the
occurrence of a Change of Control, the right to exercise such
Shares shall accrue on the date that such right otherwise would
have accrued. If more than six months following the
Participant's Normal Retirement, the right to exercise any
particular Shares would have accrued (had the Participant not
incurred a Termination of Employment), by virtue of additional
service, changes in the Fair Market Value of the Shares or the
occurrence of Change of Control, the right to exercise a portion
of such Shares shall accrue on the date that such right otherwise
would have accrued. The Committee shall determine such portion
on a pro-rata basis, based on the time elapsed from the Grant
Date to the date of Normal Retirement and the vesting date.<PAGE>
PAGE 19
5.4.4 Special Rule for Disability or Death. If a
Participant incurs a Termination of Employment on account of
Disability or death, the following special rules shall apply
(subject to Section 5.5). If the date of the Participant's
Disability or death is within six months of the date when the
right to exercise any Shares would have accrued (had the
Participant not incurred a Termination of Employment), by virtue
of additional service, changes in the Fair Market Value of the
Shares or the occurrence of a Change of Control, the right to
exercise such Shares shall accrue on the date that such right
otherwise would have accrued. If the date of the Participant's
Disability or death is more than six months prior to the date
when the right to exercise any particular Shares would have
accrued (had the Participant not incurred a Termination of
Employment), by virtue of additional service, changes in the Fair
Market Value of the Shares or the occurrence of a Change of
Control, the right to exercise a portion of such Shares shall
accrue on the date that such right otherwise would have accrued.
The Committee shall determine such portion on a pro-rata basis,
based on the time elapsed from the Grant Date to the date of
Disability or death and the vesting date.
5.4.5 Special Rule for Change of Control. With
respect to each Option with an Exercise Price of $60 per share,
if a Change of Control occurs prior to the Participant's
Termination of Employment, the right to exercise 100% of the
Shares subject to such Option shall accrue on the date that the
Change of Control occurs.
5.4.6 Options Granted After January 26, 1995.
The periods of exercisability of each Option that is granted
after January 26, 1995, shall be determined by the Committee in
its sole discretion.
5.5 Expiration of Options. The expiration date for
each Option shall be determined in accordance with the provisions
of this Section 5.5.
5.5.1 Options Granted to SEC and SMC Members.
Each Option (or portion thereof) that is granted on January 26,
1995, to a Participant who is a member of the SEC or SMC shall
terminate upon the first to occur of the following events:
(a) The expiration of ten years from the Grant
Date (12 years in the case of Options with an Exercise Price
of $100 per share); or
(b) The expiration of three months from the date
of the Optionee's Termination of Employment for a reason
other than Early Retirement, Normal Retirement, Disability
or death; or<PAGE>
PAGE 20
(c) The expiration of three years from the date
of the Optionee's Termination of Employment by reason of
Disability; or
(d) The expiration of five years from the date of
the Optionee's Termination of Employment by reason of Early
or Normal Retirement; or
(e) In the case of an Option referred to in
Sections 5.4.1(b), 5.4.1(c) or 5.4.2 (or, if applicable,
5.4.6) which has not been exercised, the date on which the
Option no longer may become exercisable (due to the failure
of the Shares to reach the specified Fair Market Value for
the required time during the specified period).
In addition, an Option (or applicable portion thereof) with
respect to which a related TLSAR has been granted shall terminate
upon exercise of the related TLSAR.
5.5.2 Special Rule for Death. Notwithstanding
any contrary provision of Section 5.5.1, if the Optionee dies
prior to the expiration of his or her Option in accordance with
Section 5.5.1, the Option shall terminate three years after his
or her death.
5.5.3 Options Granted After January 26, 1995.
The provisions for expiration of each Option that is granted
after January 26, 1995, shall be determined by the Committee in
its sole discretion.
5.6 Payment. Options shall be exercised by the
Participant's delivery of a written notice of exercise to the
Secretary of the Corporation (or his or her designee), setting
forth the number of Shares with respect to which the Option is to
be exercised, and accompanied by full payment for the Shares.
Upon the exercise of any Option, the Exercise Price shall be
payable to the Corporation in full in cash. The Committee, in
its sole discretion, also may permit exercise (a) by tendering
previously acquired Shares having an aggregate Fair Market Value
at the time of exercise equal to the total Exercise Price, or
(b) by any other means which the Committee, in its sole
discretion, determines to both provide legal consideration for
the Shares, and to be consistent with the purposes of the Plan.
As soon as practicable after receipt of a written notification of
exercise and full payment for the Shares purchased, the
Corporation shall deliver to the Participant (or the
Participant's designated broker), Share certificates (which may
be in book entry form) representing such Shares.
5.7 Restrictions on Share Transferability. The
Committee may impose such restrictions on any Shares acquired
pursuant to the exercise of an Option as needed to comply with
applicable Federal securities laws, the requirements of any<PAGE>
PAGE 21
national securities exchange or system upon which Shares are then
listed or traded, or any blue sky or state securities laws.
SECTION 6
TANDEM LIMITED STOCK APPRECIATION RIGHTS
6.1 Grant of TLSARs. Subject to the terms and
provisions of the Plan, TLSARs may be granted to Executives at
any time and from time to time as determined by the Committee in
its sole discretion, provided that such grants shall be only in
conjunction with all or any part of any Option, and may be
granted either at or after the Grant Date of the Option. A TLSAR
(or applicable portion thereof) granted with respect to a given
Option shall terminate upon the termination or exercise of the
related Option. The Committee, in its sole discretion, shall
determine the number of Shares subject to each TLSAR, provided
that during any calendar year, no Participant shall be granted
TLSARs covering more than 235,000 Shares.
6.2 TLSAR Agreement. Each TLSAR shall be evidenced by
an Award Agreement that shall specify the Exercise Price, the
expiration date of the TLSAR, the number of Shares to which the
TLSAR pertains, any conditions to exercise of the TLSAR, and such
other terms and conditions as the Committee, in its sole
discretion, shall determine.
6.3 Exercise Price. The Committee, subject to the
provisions of the Plan, shall have complete discretion to
determine the Exercise Price of each TLSAR, provided that such
Exercise Price shall be not less than 100% of the Fair Market
Value of a Share on the Grant Date.
6.4 Exercisability. Each TLSAR which has not
otherwise expired shall become exercisable immediately upon the
occurrence of a Change of Control, provided that in no event may
a TLSAR granted to a Section 16 Person become exercisable until
at least six months after the Grant Date (or such shorter period
as may be permissible while maintaining compliance with
Rule 16b-3).
6.5 Expiration of TLSARs. The Committee, in its sole
discretion, shall determine when each TLSAR shall expire,
provided that (a) no TLSAR may have a term longer than would be
permitted by applying the rules of Section 5.5 (regarding the
expiration of Options), and (b) each TLSAR shall terminate no
later than the last day of the period of 60 consecutive days
which begins on the date of the Change of Control.
6.6 Payment of TLSAR Amount. Upon exercise of a
TLSAR, the Participant shall be entitled to receive payment from
the Corporation in an amount determined by multiplying:<PAGE>
PAGE 22
(a) The amount by which the Change of Control Value of
a Share on the date of exercise exceeds the Exercise Price;
times
(b) The number of Shares with respect to which the
TLSAR is exercised.
Each TLSAR shall be paid in cash, provided that if the
Committee determines that any such payment would cause a Change
of Control transaction to be ineligible for pooling of interests
accounting under APB No. 16, which transaction (but for such
payment) otherwise would have been eligible for such accounting
treatment, the Committee, in its sole discretion, may determine
that any TLSAR shall be paid in Shares having a Fair Market Value
equal to the cash amount foregone.
SECTION 7
MISCELLANEOUS
7.1 No Effect on Employment. Nothing in the Plan
shall interfere with or limit in any way the right of the
Corporation to terminate any Participant's employment at any
time, with or without cause. For purposes of the Plan, transfer
of employment of a Participant between the Corporation and any
one of its Affiliates (or between Affiliates) shall not be deemed
a Termination of Employment.
7.2 Participation. No Executive shall have the right
to be selected to receive an Award, or, having been so selected,
to be selected to receive a future Award.
7.3 Indemnification. Each person who is or shall have
been a member of the Committee, or of the Board, shall be
indemnified and held harmless by the Corporation against and from
(a) any loss, cost, liability, or expense that may be imposed
upon or reasonably incurred by him or her in connection with or
resulting from any claim, action, suit, or proceeding to which he
or she may be a party or in which he or she may be involved by
reason of any action taken or failure to act under the Plan or
any Award Agreement, and (b) from any and all amounts paid by him
or her in settlement thereof, with the Corporation's approval, or
paid by him or her in satisfaction of any judgment in any such
claim, action, suit, or proceeding against him or her, provided
he or she shall give the Corporation an opportunity, at its own
expense, to handle and defend the same before he or she
undertakes to handle and defend it on his or her own behalf. The
foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be
entitled under the Corporation's Certificate of Incorporation or
Bylaws, by contract, as a matter of law, or otherwise, or under
any power that the Corporation may have to indemnify them or hold
them harmless.<PAGE>
PAGE 23
7.4 Successors. All obligations of the Corporation
under the Plan, with respect to Awards granted hereunder, shall
be binding on any successor to the Corporation, whether the
existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or other acquisition, of all or
substantially all of the business or assets of the Corporation.
7.5 Beneficiary Designations. If permitted by the
Committee, a Participant may name a beneficiary or beneficiaries
to whom any vested but unpaid Option shall be transferred in the
event of the Participant's death. Each such designation shall
revoke all prior designations by the Participant and shall be
effective only if given in a form and manner acceptable to the
Committee. In the absence of any such designation, and subject
to the terms of the Plan and of the applicable Award Agreement,
any unexercised vested Award may be exercised by the
administrator or executor of the Participant's estate. This
Section 7.5 shall not be effective until specifically authorized
by the Committee.
7.6 Domestic Relations Orders. If permitted by the
Committee, and under such procedures as the Committee may adopt
from time to time, an Award may be transferred to a Participant's
spouse, former spouse or dependent pursuant to a court-approved
domestic relations order which relates to the provision of child
support, alimony payments or marital property rights. This
Section 7.6 shall not be effective until specifically authorized
by the Committee.
7.7 Bona Fide Gifts. If permitted by the Committee,
and under such procedures as the Committee may adopt from time to
time, an Award may be transferred, by bona fide gift and not for
any consideration, to a member of the Participant's immediate
family or tax-qualified, not for profit organization. This
Section 7.7 shall not be effective until specifically authorized
by the Committee.
7.8 Nontransferability of Awards. No Award granted
under the Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than (a) by will,
(b) by the laws of descent and distribution, or (c) to the
limited extent provided in Sections 7.5, 7.6, and 7.7. Except as
provided in Sections 7.6 and 7.7, all rights with respect to an
Award granted to a Participant shall be available during his or
her lifetime only to the Participant.
7.9 No Rights as Stockholder. No Participant (nor any
beneficiary) shall have any of the rights or privileges of a
stockholder of the Corporation with respect to any Shares
issuable pursuant to an Award (or exercise thereof), unless and
until certificates representing such Shares shall have been
issued, recorded on the records of the Corporation or its<PAGE>
PAGE 24
transfer agents or registrars, and delivered to the Participant
(or beneficiary).
SECTION 8
AMENDMENT, TERMINATION, AND DURATION
8.1 Amendment or Termination. The Board, in its sole
discretion, may amend or terminate the Plan, or any part thereof,
at any time and for any reason. However, (a) if and to the
extent required to maintain the Plan's qualification under
Rule 16b-3 and/or Section 162(m) of the Code, any such amendment
shall be subject to stockholder approval, and (b) the amendment
or termination of the Plan shall not, without the consent of the
Participant, alter or impair any rights or obligations under any
Award theretofore granted to any Participant.
8.2 Duration of the Plan. The Plan shall commence on
the date specified herein, and subject to Section 8.1 (regarding
the Board's right to amend or terminate the Plan), shall remain
in effect thereafter.
SECTION 9
TAX WITHHOLDING
9.1 Withholding Requirements. Prior to the delivery
of any Shares or cash pursuant to an Award (or exercise thereof),
the Corporation shall have the power and the right to deduct or
withhold, or require a Participant to remit to the Corporation,
an amount sufficient to satisfy Federal, state, and local taxes
(including the Participant's FICA obligation) required to be
withheld with respect to such Award (or exercise thereof).
9.2 Withholding Arrangements. The Committee, in its
sole discretion and pursuant to such procedures as it may specify
from time to time, may permit a Participant to satisfy such tax
withholding obligation, in whole or in part by (a) electing to
have the Corporation withhold otherwise deliverable Shares, or
(b) delivering to the Corporation already-owned Shares having a
Fair Market Value equal to the amount required to be withheld.
The amount of the withholding requirement shall be deemed to
include any amount which the Committee agrees may be withheld at
the time the election is made, not to exceed the amount
determined by using the maximum federal, state or local marginal
income tax rates applicable to the Participant with respect to
the Award on the date that the amount of tax to be withheld is to
be determined. The Fair Market Value of the Shares to be
withheld or delivered shall be determined as of the date that the
taxes are required to be withheld.<PAGE>
PAGE 25
SECTION 10
LEGAL CONSTRUCTION
10.1 Gender and Number. Except where otherwise
indicated by the context, any masculine term used herein also
shall include the feminine; the plural shall include the singular
and the singular shall include the plural.
10.2 Severability. In the event any provision of the
Plan shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of
the Plan, and the Plan shall be construed and enforced as if the
illegal or invalid provision had not been included.
10.3 Requirements of Law. The granting of Awards and
the issuance of Shares under the Plan shall be subject to all
applicable laws, rules, and regulations, and to such approvals by
any governmental agencies or national securities exchanges as may
be required.
10.4 Securities Law Compliance. With respect to
Section 16 Persons and unless otherwise specifically determined
by the Committee, transactions under this Plan are intended to
comply with all applicable conditions of Rule 16b-3. To the
extent any provision of the Plan, Award Agreement or action by
the Committee fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the
Committee.
10.5 Governing Law. The Plan and all Award Agreements
shall be construed in accordance with and governed by the laws of
the State of California.
10.6 Captions. Captions are provided herein for
convenience only, and shall not serve as a basis for
interpretation or construction of the Plan.
<PAGE>
PAGE 26
Exhibit 5.1
November 6, 1995
Transamerica Corporation
600 Montgomery Street
San Francisco, CA 94111
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we are rendering this opinion in
connection with the proposed issuance pursuant to the
Transamerica Corporation 1995 Performance Stock Option Plan (the
"Plan"), of up to 5,000,000 shares of common stock, $1.00 par
value ("Common Stock"), of Transamerica Corporation, a Delaware
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
the 5,000,000 shares of Common Stock to be issued by the Company
pursuant to the Plan are validly authorized shares of Common
Stock, and, when issued in accordance with the provisions of the
Plan, 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-8 and to the use
of our name wherever it appears in said 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
<PAGE>
PAGE 27
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-8 to be filed
November 14, 1995) and related Prospectus of Transamerica
Corporation for the registration of 5,000,000 shares of its
common stock, issuable under the Transamerica Corporation 1995
Performance Stock Option Plan, 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 10K) for the year ended December 31,
1994, filed with the Securities and Exchange Commission.
Ernst & Young LLP
San Francisco, California
November 9, 1995
<PAGE>
PAGE 28
Exhibit 24.1
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-8 relating to 5,000,000 shares of common
stock of Transamerica Corporation issuable under the Transamerica
Corporation 1995 Performance Stock Option 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
November 1, 1995.
/s/ Myron Du Bain
Myron Du Bain
Dated: October 31, 1995<PAGE>
PAGE 29
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-8 relating to 5,000,000 shares of common
stock of Transamerica Corporation issuable under the Transamerica
Corporation 1995 Performance Stock Option 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
November 1, 1995.
/s/ Samuel L. Ginn
Samuel L. Ginn
Dated: October 31, 1995<PAGE>
PAGE 30
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-8 relating to 5,000,000 shares of common
stock of Transamerica Corporation issuable under the Transamerica
Corporation 1995 Performance Stock Option 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
November 1, 1995.
/s/ James R. Harvey
James R. Harvey
Dated: October 31, 1995<PAGE>
PAGE 31
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-8 relating to 5,000,000 shares of common
stock of Transamerica Corporation issuable under the Transamerica
Corporation 1995 Performance Stock Option 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
November 1, 1995.
/s/ Frank C. Herringer
Frank C. Herringer
Dated: October 31, 1995<PAGE>
PAGE 32
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-8 relating to 5,000,000 shares of common
stock of Transamerica Corporation issuable under the Transamerica
Corporation 1995 Performance Stock Option 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
November 1, 1995.
/s/ Gordon E. Moore
Gordon E. Moore
Dated: October 31, 1995<PAGE>
PAGE 33
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-8 relating to 5,000,000 shares of common
stock of Transamerica Corporation issuable under the Transamerica
Corporation 1995 Performance Stock Option 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
November 1, 1995.
/s/ Toni Rembe
Toni Rembe
Dated: October 31, 1995<PAGE>
PAGE 34
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-8 relating to 5,000,000 shares of common
stock of Transamerica Corporation issuable under the Transamerica
Corporation 1995 Performance Stock Option 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
November 1, 1995.
/s/ Condoleezza Rice
Condoleezza Rice
Dated: October 31, 1995<PAGE>
PAGE 35
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-8 relating to 5,000,000 shares of common
stock of Transamerica Corporation issuable under the Transamerica
Corporation 1995 Performance Stock Option 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
November 1, 1995.
/s/ Charles R. Schwab
Charles R. Schwab
Dated: October 31, 1995<PAGE>
PAGE 36
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-8 relating to 5,000,000 shares of common
stock of Transamerica Corporation issuable under the Transamerica
Corporation 1995 Performance Stock Option 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
November 1, 1995.
/s/ Forrest N. Shumway
Forrest N. Shumway
Dated: October 31, 1995<PAGE>
PAGE 37
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-8 relating to 5,000,000 shares of common
stock of Transamerica Corporation issuable under the Transamerica
Corporation 1995 Performance Stock Option 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
November 1, 1995.
/s/ Peter V. Ueberroth
Peter V. Ueberroth
Dated: October 31, 1995
