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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PIXAR
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
725811103
(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).
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CUSIP NO. 725811103 SCHEDULE 13G PAGE 2 OF 9 PAGES
--------------------- ----- -----
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRANSAMERICA CORPORATION
94-0932740
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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(5) SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 3,432,900* *SEE NOTE TO EXHIBIT A
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH -0-
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
3,432,900* *SEE NOTE TO EXHIBIT A
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,432,900* *SEE NOTE TO EXHIBIT A
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.63%
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(12) TYPE OF REPORTING PERSON
HC
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CUSIP NO. 725811103 SCHEDULE 13G PAGE 3 OF 9 PAGES
--------------------- ----- -----
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRANSAMERICA INVESTMENT SERVICES, INC.
94-1632699
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 3,432,900
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH -0-
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
3,432,900
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,432,900
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.63%
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(12) TYPE OF REPORTING PERSON
IA
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Item 1(a). Name of Issuer.
Pixar
Item 1(b). Address of Issuer's Principal Executive Offices.
1001 West Cutting Boulevard
Richmond, California 94804
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, no par value ("Common Stock").
Item 2(e). CUSIP Number.
725811103
Item 3. Type of Reporting Person.
Each of the Companies is 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. Transamerica is a parent
holding company in accordance with Rule 13d-1(b)(1)(ii)(G).
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.
Not applicable.
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
TIS is deemed to be the beneficial owner of 3,432,900 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 Occidental's subsidiaries Transamerica
Life Insurance and Annuity Company ("TALIAC") and Transamerica Life Insurance
Company of Canada ("TLIC Canada"), all 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, TALIAC and TLIC Canada directly own
1,029,000, 862,900 and 2,500 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 3,432,900 shares
of Common Stock, of which 341,000 shares are directly owned by Transamerica. The
remaining 3,091,900 shares, including 1,197,500 shares owned for the benefit of
non-affiliate investment advisory clients of TIS, are beneficially owned by
direct and indirect 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.
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.
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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.
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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
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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
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Exhibit A
Each of Occidental, TALIAC and TLIC Canada 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.
