<PAGE>
As filed with the Securities and Exchange Commission on January 14, 1999
Registration No. 333-_________
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 1996 STOCK OPTION AND AWARD 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) 983-4000
Copies to:
John E. Aguirre, Esq.
Orrick, Herrington & Sutcliffe LLP
Old Federal Reserve Bank Building
400 Sansome Street
San Francisco, California 94111
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Aggregate Offering Registration Fee (1)
Share (1) Price (1)
<S> <C> <C> <C> <C>
Common Stock 2,000,000 shares $117.563 $235,126,000 $65,366
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee on the
basis of $117.563 per share, the average of the high and low prices of the
Common Stock as reported by the New York Stock Exchange on January 11, 1999.
Such per share prices do not give effect to the stock dividend payable on
January 15, 1999, which stock dividend automatically shall be taken into account
thereafter pursuant to Rule 416.
<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
criminal proceeding, had reasonable cause to believe that his or her conduct was
unlawful; and
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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 of
their duties. The policy also covers losses which the directors or officers must
pay as the result
3
<PAGE>
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 1996 Stock Option and Award Plan, as amended (and
incorporated by reference from Exhibit 10.35 of the Registrant's Annual
Report on Form 10-K (File No. 1-2964) for the year ended December 31, 1997
and from Exhibit 4.3 to Registration Statement No. 333-23945).
4.2 Form of Nonqualified Stock Option Agreement under the Registrant's 1996
Stock Option and Award Plan (incorporated by reference from Exhibit 4.4 to
Registration Statement No. 333-23945).
4.3 Form of Nonqualified Stock Option Agreement granted with Tandem Limited
Stock Appreciation Right under the Registrant's 1996 Stock Option and
Award Plan (incorporated by reference from Exhibit 4.5 to Registration
Statement No. 333-23945).
4.4 Form of Tandem Limited Stock Appreciation Right under the Registrant's
1996 Stock Option and Award Plan (incorporated by reference from Exhibit
4.6 to Registration Statement No. 333-23945).
4.5 Form of $125 Nonqualified Stock Option Agreement under the Registrant's
1996 Stock Option and Award Plan (incorporated by reference from Exhibit
10.4 to Registrant's Quarterly Report on Form 10-Q (File No. 1-2964) for
the quarter ended March 31, 1998).
4.6 Form of $150 Nonqualified Stock Option Agreement granted with Tandem
Limited Stock Appreciation Right under the Registrant's 1996 Stock Option
and Award Plan (incorporated by reference from Exhibit 10.5 to
Registrant's Quarterly Report on Form 10-Q (File No. 1-2964) for the
quarter ended March 31, 1998).
4.7 Form of Tandem Limited Stock Appreciation Right (Tandem to $150 Options)
under the Registrant's 1996 Stock Option and Award Plan (incorporated by
reference from Exhibit 10.6 to Registrant's Quarterly Report on Form 10-Q
(File No. 1-2964) for the quarter ended March 31, 1998).
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is contained in Exhibit 5.1
to this
4
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Registration Statement.
24.1 Power of Attorney of Directors.
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;
(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
5
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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 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 the 12th day of
January, 1999.
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 January 12, 1999
Executive Officer
/s/ Frank C. Herringer
- ----------------------
Frank C. Herringer
Principal Financial Officer: Executive Vice President January 12, 1999
and Chief Financial Officer
/s/ Edgar H. Grubb
- ------------------
Edgar H. Grubb
Principal Accounting Officer: Vice President and January 12, 1999
Controller
/s/ Burton E. Broome
- --------------------
Burton E. Broome
7
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Directors:
* Samuel L. Ginn
- ------------------------------
Samuel L. Ginn Director January 12, 1999
* Frank C. Herringer
- ------------------------------
Frank C. Herringer Director January 12, 1999
* Robert W. Matschullat
- ------------------------------
Robert W. Matschullat Director January 12, 1999
* Gordon E. Moore
- ------------------------------
Gordon E. Moore Director January 12, 1999
* Toni Rembe
- ------------------------------
Toni Rembe Director January 12, 1999
* Condoleezza Rice
- ------------------------------
Condoleezza Rice Director January 12, 1999
* Charles R. Schwab
- ------------------------------
Charles R. Schwab Director January 12, 1999
* Forrest N. Shumway
- ------------------------------
Forrest N. Shumway Director January 12, 1999
- ------------------------------
Peter V. Ueberroth Director January __, 1999
*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 Transamerica Corporation 1996 Stock Option and Award Plan, as amended (and
incorporated by reference from Exhibit 10.35 of the Registrant's Annual
Report on Form 10-K (File No. 1-2964) for the year ended December 31, 1997
and from Exhibit 4.3 to Registration Statement No. 333-23945).
4.2 Form of Nonqualified Stock Option Agreement under the Registrant's 1996
Stock Option and Award Plan (incorporated by reference from Exhibit 4.4 to
Registration Statement No. 333-23945).
4.3 Form of Nonqualified Stock Option Agreement granted with Tandem Limited
Stock Appreciation Right under the Registrant's 1996 Stock Option and
Award Plan (incorporated by reference from Exhibit 4.5 to Registration
Statement No. 333-23945).
4.4 Form of Tandem Limited Stock Appreciation Right under the Registrant's
1996 Stock Option and Award Plan (incorporated by reference from Exhibit
4.6 to Registration Statement No. 333-23945).
4.5 Form of $125 Nonqualified Stock Option Agreement under the Registrant's
1996 Stock Option and Award Plan (incorporated by reference from Exhibit
10.4 to Registrant's Quarterly Report on Form 10-Q (File No. 1-2964) for
the quarter ended March 31, 1998).
4.6 Form of $150 Nonqualified Stock Option Agreement granted with Tandem
Limited Stock Appreciation Right under the Registrant's 1996 Stock Option
and Award Plan (incorporated by reference from Exhibit 10.5 to
Registrant's Quarterly Report on Form 10-Q (File No. 1-2964) for the
quarter ended March 31, 1998).
4.7 Form of Tandem Limited Stock Appreciation Right (Tandem to $150 Options)
under the Registrant's 1996 Stock Option and Award Plan (incorporated by
reference from Exhibit 10.6 to Registrant's Quarterly Report on Form 10-Q
(File No. 1-2964) for the quarter ended March 31, 1998).
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is contained in Exhibit 5.1
to this Registration Statement.
24.1 Power of Attorney of Directors.
9
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Exhibit 4.1
AMENDMENT NO. 3 TO THE
TRANSAMERICA CORPORATION
1996 STOCK OPTION AND AWARD PLAN
TRANSAMERICA CORPORATION, having adopted the Transamerica Corporation
1996 Stock Option and Award Plan (the "Plan") effective as of December 16, 1996,
and having amended the Plan on two prior occasions, hereby amends the Plan,
effective as of December 10, 1998, by amending the first sentence of Section 4.1
to read in its entirety as follows:
Subject to adjustment as provided in Section 4.3, the total
number of Shares available for grant under the Plan shall not exceed
6,000,000.
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. 3 on the date(s)
indicated below.
TRANSAMERICA CORPORATION
Date: ______________, 1999 By ___________________________________
Peter V. Ueberroth,
Chairman, Management, Development
and Compensation Committee
Date: ______________, 1999 And By _______________________________
Title:
<PAGE>
Exhibit 5.1
January 12, 1999
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 1996 Stock Option and
Award Plan (the "Plan"), of 2,000,000 additional 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 2,000,000
additional 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,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 for Transamerica's 1996 Stock Option and Award Plan for the
registration of two million shares of common stock, of our report dated January
23, 1998, with respect to the consolidated financial statements and schedules of
Transamerica Corporation 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
January 12, 1999
<PAGE>
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 (either manually or electronically through the
EDGAR System of the United States Securities and Exchange Commission) a
Registration Statement or Registration Statements on Form S-8 related to
2,000,000 shares of common stock of Transamerica Corporation issuable under the
Transamerica Corporation 1996 Stock Option and Award Plan, 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 as to all intents and purposes as he or she might do or could
do in person, hereby ratifying and confirming all that each such attorney-in-
fact or his or her substitutes may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned directors have executed this Power of
Attorney effective as of the 17th day of December, 1998.
/s/ Samuel L. Ginn /s/ Condoleezza Rice
- ---------------------------------- -----------------------------------
Samuel L. Ginn Condoleezza Rice
/s/ Frank C. Herringer /s/ Charles R. Schwab
- ---------------------------------- -----------------------------------
Frank C. Herringer Charles R. Schwab
/s/ Robert W. Matschullat /s/ Forrest N. Shumway
- ---------------------------------- -----------------------------------
Robert W. Matschullat Forrest N. Shumway
/s/ Gordon E. Moore
- ---------------------------------- -----------------------------------
Gordon E. Moore Peter V. Ueberroth
/s/ Toni Rembe
- ----------------------------------
Toni Rembe
