TRANSAMERICA CORP
SC 13G/A, 1999-02-16
LIFE INSURANCE
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<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)*

                           SPEEDWAY MOTORSPORTS, INC.
                                (Name of Issuer)

                          Common Stock, $0.01 par value
                         (Title of Class of Securities)

                                    847788106
                                 (CUSIP Number)

                                December 31, 1998
             (Date of Event Which Requires Filing of this Statement)

   Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

 [ ] Rule 13d-1(b)

 [X] Rule 13d-1(c)

 [ ] Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

<PAGE>   2
CUSIP NO.  847788106              SCHEDULE 13G       PAGE   2    OF  8    PAGES
         ---------------------                              -----    -----      

  (1)     NAME OF REPORTING PERSON                 
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                
          TRANSAMERICA CORPORATION
          94-0932740
          ---------------------------------------------------------------------

  (2)     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          (a)   [   ]
                                                                    (b)   [ X ]

          --------------------------------------------------------------------- 

  (3)     SEC USE ONLY

          ---------------------------------------------------------------------

  (4)     CITIZENSHIP OR PLACE OF ORGANIZATION                      
          DELAWARE
          ---------------------------------------------------------------------

                       (5)     SOLE VOTING POWER                    
  NUMBER OF                    0
   SHARES              --------------------------------------------------------
 BENEFICIALLY          (6)     SHARED VOTING POWER                  
  OWNED BY                     1,946,300* *SEE NOTE TO EXHIBIT A
    EACH               --------------------------------------------------------
  REPORTING            (7)     SOLE DISPOSITIVE POWER               
 PERSON WITH                   0
                       --------------------------------------------------------
                       (8)     SHARED DISPOSITIVE POWER             
                               1,946,300* *SEE NOTE TO EXHIBIT A
                       --------------------------------------------------------

  (9)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON         
          1,946,300* *SEE NOTE TO EXHIBIT A
          ---------------------------------------------------------------------

 (10)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
          SHARES                                                          [   ]

          ---------------------------------------------------------------------

 (11)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9           
          4.69%
          ---------------------------------------------------------------------

 (12)     TYPE OF REPORTING PERSON 
          HC
          ---------------------------------------------------------------------
                  



                    
                       
<PAGE>   3
CUSIP NO. 847788106              SCHEDULE 13G       PAGE   3    OF   8    PAGES
         ---------------------                              -----    -----      

  (1)     NAME OF REPORTING PERSON                 
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                
          TRANSAMERICA INVESTMENT SERVICES, INC.
          94-1632699
          ---------------------------------------------------------------------

  (2)     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          (a)   [   ]
                                                                    (b)   [ X ]

          --------------------------------------------------------------------- 

  (3)     SEC USE ONLY

          ---------------------------------------------------------------------

  (4)     CITIZENSHIP OR PLACE OF ORGANIZATION                      
          DELAWARE
          ---------------------------------------------------------------------

                       (5)     SOLE VOTING POWER                    
  NUMBER OF                    0
   SHARES              --------------------------------------------------------
 BENEFICIALLY          (6)     SHARED VOTING POWER                  
  OWNED BY                     1,946,300
    EACH               --------------------------------------------------------
  REPORTING            (7)     SOLE DISPOSITIVE POWER               
 PERSON WITH                   0
                       --------------------------------------------------------
                       (8)     SHARED DISPOSITIVE POWER             
                               1,946,300
                       --------------------------------------------------------

  (9)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON         
          1,946,300
          ---------------------------------------------------------------------

 (10)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
          SHARES                                                          [   ]

          ---------------------------------------------------------------------

 (11)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9           
          4.69%
          ---------------------------------------------------------------------

 (12)     TYPE OF REPORTING PERSON 
          IA
          ---------------------------------------------------------------------
                  



                    
                       
<PAGE>   4



Item 1(a).        Name of Issuer.

                  Speedway Motorsports, Inc.

Item 1(b).        Address of Issuer's Principal Executive Offices.

                  U.S. Highway 29 North
                  Concord, North Carolina 28026

Item 2(a).        Name of Person Filing.

                  This statement is filed by Transamerica Investment Services,
Inc. ("TIS") and Transamerica Corporation ("Transamerica")(collectively, the
"Companies").

Item 2(b).        Address of Principal Business Office or, if none, Residence.

                  The address of TIS is 1150 South Olive Street, Los Angeles,
California 90015. The address of Transamerica is 600 Montgomery Street, San
Francisco, California 94111.

Item 2(c).        Citizenship.

                  TIS and Transamerica are Delaware corporations.

Item 2(d).        Title of Class of Securities.

                  Common Stock, $0.01 par value ("Common Stock").

Item 2(e).        CUSIP Number.

                  847788106

Item 3.           Type of Reporting Person.

                  Both Transamerica and TIS are filing this statement pursuant
to Rule 13d-1(c) and Rule 13d-2(b). TIS is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940.

Item 4.           Ownership.

                  Reference is hereby made to Items 5-9 and 11 of each of the
cover pages to this statement, which items are incorporated by reference herein.

Item 5.           Ownership of Five Percent or Less of a Class. [ X ]

                  TIS is deemed to be the beneficial owner of 1,946,300 shares
of Common Stock pursuant to separate arrangements whereby TIS acts as investment
adviser to certain individuals and entities, including Transamerica Occidental
Life Insurance Company ("Occidental") and Transamerica Life Insurance and
Annuity Company ("TALIAC"), both of which are insurance companies as defined in
Section 3(a)(19) of the Securities Exchange Act of 1934 and are subsidiaries of
Transamerica. Occidental and TALIAC directly own 425,000 and 811,300 shares of
Common Stock, respectively. Each of the individuals and entities for which TIS
acts as investment adviser has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the securities
purchased or held pursuant to such arrangements.

                  Transamerica may be deemed to beneficially own 1,946,300
shares of Common Stock, of which 135,000 shares are directly owned by
Transamerica. The remaining 1,811,300 shares, including 575,000 shares owned for
the benefit of non-affiliate investment advisory clients of TIS, are
beneficially owned by subsidiaries of Transamerica.*

                  To the knowledge of the Companies, no other person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock.

                  *See Note to Exhibit A.
<PAGE>   5

Item 6.           Ownership of More Than Five Percent on Behalf of Another 
                  Person.

                  Not applicable.

Item 7.           Identification and Classification of the Subsidiary Which
                  Acquired the Security Being Reported on by the Parent Holding
                  Company.

                  Transamerica, which is a parent holding company under Rule
13d-1(b)(1)(ii)(G), is filing this Statement pursuant to Rule 13d-1(c) and Rule
13d-2(b) and not pursuant to Rule 13d-1(d). The identity and Item 3
classification of its relevant subsidiaries are set forth on Exhibit A attached
hereto and incorporated herein by reference.

Item 8.           Identification and Classification of Members of the Group.

                  Not applicable.

Item 9.           Notice of Dissolution of Group.

                  Not applicable.

Item 10.          Certification.

                  By signing below the undersigned certify that, to the best of
their knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.





<PAGE>   6




                                    Signature

                  After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.

February 12, 1999




                                 TRANSAMERICA CORPORATION



                                 By /s/ RICHARD N. LATZER
                                   -------------------------------------------
                                   Richard N. Latzer
                                   Senior Vice President and 
                                   Chief Investment Officer


                                 TRANSAMERICA INVESTMENT SERVICES, INC.



                                 By /s/ RICHARD N. LATZER
                                   -------------------------------------------
                                   Richard N. Latzer
                                   President and Chief Executive Officer





<PAGE>   7




                  Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, the undersigned, Transamerica Corporation, a Delaware corporation, and
Transamerica Investment Services, Inc., a Delaware corporation, and each of
them, hereby agree that the statement on Schedule 13G dated February 12, 1999,
and any amendments thereto, are filed on behalf of each of them.


February 12, 1999




                                 TRANSAMERICA CORPORATION



                                 By /s/ RICHARD N. LATZER
                                   -------------------------------------------
                                   Richard N. Latzer
                                   Senior Vice President and 
                                   Chief Investment Officer


                                 TRANSAMERICA INVESTMENT SERVICES, INC.



                                 By /s/ RICHARD N. LATZER
                                   -------------------------------------------
                                   Richard N. Latzer
                                   President and Chief Executive Officer




<PAGE>   8



                                    Exhibit A


                  Each of Occidental and TALIAC is an insurance company as
defined in Section 3(a)(19) of the Securities Exchange Act of 1934. TIS is an 
investment adviser registered under Section 203 of the Investment Advisers Act
of 1940. Each of the above entities is a direct or indirect wholly owned
subsidiary of Transamerica.

                  Note: Management of the affairs of subsidiaries of
Transamerica, including decisions respecting dispositions and/or voting of the
shares of the Common Stock beneficially owned by such subsidiaries, resides in
respective officers and directors of the subsidiaries and is not directed by
Transamerica or other subsidiaries. Accordingly, the filing of this Schedule 13G
by Transamerica is not intended as, and should not be deemed, an acknowledgment
of beneficial ownership or shared voting or dispositive power by it of the
shares of the Common Stock beneficially owned by its subsidiaries, and such
beneficial ownership or attribution of shared voting or dispositive power is
expressly disclaimed.


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