<PAGE>
As filed with the Securities and Exchange Commission on August 10, 1998
Registration No. 33-43927
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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)
1985 STOCK OPTION AND AWARD PLAN OF
TRANSAMERICA CORPORATION
(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) 983-4000
Copies to:
John E. Aguirre, Esq.
Orrick, Herrington & Sutcliffe LLP
Old Federal Reserve Bank Building
400 Sansome Street
San Francisco, California 94111
<PAGE>
DEREGISTRATION OF A PORTION OF SHARES
Effective as of January 2, 1998, the Registrant amended its 1985 Stock Option
and Award Plan to decrease the number of shares available for issuance
thereunder by 1,369,202 shares. This Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form S-8 (Commission File No. 33-43927)
has been filed to reduce the number of shares previously registered on such
Registration Statement (which number was 7,500,000 shares) by 1,369,202 shares
that remain unsold, with the result that this Registration Statement now
pertains to a maximum of 6,130,798 shares.
2
<PAGE>
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") or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933 (the "Securities Act") that contains
audited financial statements for the Corporation's latest fiscal year for which
such statements have been filed; (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 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 directors, officers, employees and agents
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, officer, employee or agent of another enterprise, serving as such at
the request of the Corporation; 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
3
<PAGE>
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 any action, suit or proceeding (or part
thereof) initiated against any 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 attorneys' 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 interest 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. The
Indemnification Agreements provide directors 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 is not required as a condition to
such person's indemnification rights; and (2) no indemnification shall be
provided to a director 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 currently in force 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
4
<PAGE>
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 1985 Stock Option and Award Plan of Transamerica Corporation, as amended
(including Amendment Nos. 1 through 9) (incorporated by reference to
Exhibit 10.6 of the Registrant's Annual Report on Form 10-K (File No. 1-
2964) for the year ended December 31, 1997).
4.2 Form of Nonqualified Stock Option Agreement under the Registrant's 1985
Stock Option and Award Plan (incorporated by reference to Exhibit 10.7 of
the Registrant's Annual Report on Form 10-K (File No. 1-2964) for the year
ended December 31, 1997).
4.3 Form of Restricted Stock Award Agreement under the Registrant's 1985 Stock
Option and Award Plan (incorporated by reference to Exhibit 10.9 of the
Registrant's Annual Report on Form 10-K (File No. 1-2964) for the year
ended December 31, 1997).
4.4 Form of Nonqualified Stock Option Agreement for Nonemployee Directors
under the Registrant's 1985 Stock Option and Award Plan (incorporated by
reference to Exhibit EX-10.4 of the Registrant's Quarterly Report on Form
10-Q (File No. 1-2964) for the quarter ended March 31, 1994).
5.1 Opinion of Christopher M. McLain, Esq. (incorporated by reference to
Exhibit 5.1 of the Registrant's Registration Statement on Form S-8 (File
No. 33-43927) as filed with the Commission on November 18, 1991).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Christopher M. McLain, Esq. (incorporated by reference to
Exhibit 24.3 of the Registrant's Registration Statement on Form S-8 (File
No. 33-43927) as filed with the Commission on November 18, 1991).
24.1 Power of Attorney of Directors.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
5
<PAGE>
(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;
(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 these paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, 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; 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 each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act 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 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.
6
<PAGE>
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 a Post-Effective Amendment and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Francisco, State of California on
the 6th day of August, 1998.
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: President and Chief August 6, 1998
Executive Officer
/s/ Frank C. Herringer
- --------------------------------
Frank C. Herringer
Principal Financial Officer: Executive Vice President August 6, 1998
and Chief Financial Officer
/s/ Edgar H. Grubb
- --------------------------------
Edgar H. Grubb
Principal Accounting Officer: Vice President and August 6, 1998
Controller
/s/ Burton E. Broome
- --------------------------------
Burton E. Broome
7
<PAGE>
Directors:
*
- ------------------------
Samuel L. Ginn Director August 6, 1998
*
- ------------------------
Frank C. Herringer Director August 6, 1998
- ------------------------
Robert W. Matschullat Director August ___, 1998
*
- ------------------------
Gordon E. Moore Director August 6, 1998
- ------------------------
Toni Rembe Director August ___, 1998
- ------------------------
Condoleezza Rice Director August ___, 1998
*
- ------------------------
Charles R. Schwab Director August 6, 1998
*
- ------------------------
Forrest N. Shumway Director August 6, 1998
*
- ------------------------
Peter V. Ueberroth Director August 6, 1998
*By: /s/ Burton E. Broome
------------------------
Burton E. Broome
Attorney-in-Fact
A majority of the members of the Board of Directors.
8
<PAGE>
EXHIBIT INDEX
4.1 1985 Stock Option and Award Plan of Transamerica Corporation, as amended
(including Amendment Nos. 1 through 9) (incorporated by reference to
Exhibit 10.6 of the Registrant's Annual Report on Form 10-K (File No. 1-
2964) for the year ended December 31, 1997).
4.2 Form of Nonqualified Stock Option Agreement under the Registrant's 1985
Stock Option and Award Plan (incorporated by reference to Exhibit 10.7 of
the Registrant's Annual Report on Form 10-K (File No. 1-2964) for the year
ended December 31, 1997).
4.3 Form of Restricted Stock Award Agreement under the Registrant's 1985 Stock
Option and Award Plan (incorporated by reference to Exhibit 10.9 of the
Registrant's Annual Report on Form 10-K (File No. 1-2964) for the year
ended December 31, 1997).
4.4 Form of Nonqualified Stock Option Agreement for Nonemployee Directors
under the Registrant's 1985 Stock Option and Award Plan (incorporated by
reference to Exhibit EX-10.4 of the Registrant's Quarterly Report on Form
10-Q (File No. 1-2964) for the quarter ended March 31, 1994).
5.1 Opinion of Christopher M. McLain, Esq. (incorporated by reference to
Exhibit 5.1 of the Registrant's Registration Statement on Form S-8 (File
No. 33-43927) as filed with the Commission on November 18, 1991).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Christopher M. McLain, Esq. (incorporated by reference to
Exhibit 24.3 of the Registrant's Registration Statement on Form S-8 (File
No. 33-43927) as filed with the Commission on November 18, 1991).
24.1 Power of Attorney of Directors.
9
<PAGE>
Exhibit 4.1
AMENDMENT NO. 9 TO
THE 1985 STOCK OPTION
AND AWARD PLAN OF TRANSAMERICA CORPORATION
TRANSAMERICA CORPORATION, having adopted The 1985 Stock Option and
Award Plan of Transamerica Corporation (the "Plan") on March 1, 1985, and having
amended the Plan on eight prior occasions, hereby amends the Plan, effective as
of January 2, 1998, as follows:
1. Section 3(a) is hereby amended by adding the following sentence
to read as follows:
Effective as of January 2, 1998, the number of shares of stock available
for issuance under this Plan has been decreased by 1,369,202 shares to
make such 1,369,202 shares available for issuance under the Company's
1995 Performance Stock Option Plan.
IN WITNESS WHEREOF, Transamerica Corporation, by its duly authorized
Chairman of its Management Development and Compensation Committee, and by its
duly authorized officer, has executed this Amendment No. 9 on the date(s)
indicated below.
TRANSAMERICA CORPORATION
Dated: _____________, 1998 By ______________________________
Peter V. Ueberroth,
Chairman, Management
Development and Compensation
Committee
Dated: _____________, 1998 By: _____________________________
Title:
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to the Registration Statement (form S-8 No. 33-43927) pertaining to the 1985
Stock Option and Award Plan of Transamerica Corporation of our report dated
January 23, 1998, 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, 1997, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Francisco, California
August 3, 1998
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY OF DIRECTORS
KNOW ALL PERSONS BY THESE PRESENTS:
Each of the undersigned hereby constitutes and appoints BURTON E.
BROOME and CHRISTOPHER M. MCLAIN, 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 (either manually or by use of said
person's "Personal Identification Number" issued by the United States Securities
and Exchange Commission) a Registration Statement or Registration Statements on
Form S-8 relating to 7,500,000 shares of common stock of Transamerica
Corporation issuable under the 1985 Stock Option and Award Plan of Transamerica
Corporation, and any and all amendments of such Registration Statements,
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.
Executed on the 24th day of January, 1991.
/s/ Glenn A. Cramer /s/ Gordon E. Moore
- ----------------------------- -------------------------------
Glenn A. Cramer Gordon E. Moore
/s/ Myron Du Bain /s/ Raymond F. O'Brien
- ----------------------------- -------------------------------
Myron Du Bain Raymond F. O'Brien
/s/ Sam Ginn /s/ Charles R. Schwab
- ----------------------------- -------------------------------
Sam Ginn Charles R. Schwab
/s/ James R. Harvey /s/ Forrest N. Shumway
- ----------------------------- -------------------------------
James R. Harvey Forrest N. Shumway
/s/ Frank C. Herringer /s/ Peter V. Ueberroth
- ----------------------------- -------------------------------
Frank C. Herringer Peter V. Ueberroth
<PAGE>
/s/ Howard J. Korth
- -----------------------------
Howard J. Korth
/s/ Mary E. Lanigar
- -----------------------------
Mary E. Lanigar
