<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRANSAMERICA FINANCE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-1077235
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1150 SOUTH OLIVE STREET
LOS ANGELES, CALIFORNIA 90015
(213) 742-4321
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
EDWIN C. SUMMERS, ESQ.
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
TRANSAMERICA FINANCE CORPORATION
1150 SOUTH OLIVE STREET
LOS ANGELES, CALIFORNIA 90015
(213) 742-4785
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
M. PETER LILLEVAND, ESQ. PETER H. DARROW, ESQ.
DANA M. KETCHAM, ESQ. CLEARY, GOTTLIEB, STEEN & HAMILTON
ORRICK, HERRINGTON & SUTCLIFFE ONE LIBERTY PLAZA
400 SANSOME STREET NEW YORK, NEW YORK 10006
SAN FRANCISCO, CALIFORNIA 94111
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(1)(2) FEE
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<S> <C> <C> <C> <C>
Senior and Subordinated
Debt Securities and
Warrants to Purchase
Debt Securities...... $3,000,000,000 100%(1) $3,000,000,000 $1,034,490
------------------------------------------------------------------------------------------
</TABLE>
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(1) Or, (i) if any Debt Securities are issued at an original issue discount,
such greater principal amount as shall result in an aggregate initial
offering price equal to $3,000,000,000 United States dollars or (ii) if any
Debt Securities or Warrants are issued with a principal amount denominated
in a foreign currency or composite currency, such principal amount as shall
result in an aggregate initial offering price equivalent to $3,000,000,000
United States dollars at the time of initial offering.
(2) Exclusive of accrued interest, if any. These figures are estimates made
solely for the purpose of calculating the registration fee.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
PROSPECTUS
$3,000,000,000
TRANSAMERICA FINANCE CORPORATION
DEBT SECURITIES AND WARRANTS
Transamerica Finance Corporation (the "Company") from time to time may offer
its debt securities consisting of senior debentures, notes, bonds and/or other
evidences of indebtedness ("Senior Securities") and/or subordinated debentures,
notes, bonds and/or other evidences of indebtedness ("Subordinated Securities";
the Senior Securities and the Subordinated Securities being herein collectively
referred to as "Debt Securities") and warrants to purchase Debt Securities
("Warrants") with an aggregate initial public offering price of up to
$3,000,000,000 or the equivalent thereof in one or more foreign currencies or
composite currencies, including European Currency Units ("ECU"). The Debt
Securities and Warrants may be offered in separate series in amounts, at prices
and on terms to be set forth in supplements to this Prospectus. The Debt
Securities and Warrants may be sold for U.S. Dollars, one or more foreign
currencies or amounts determined by reference to an index and the principal of
and any interest on the Debt Securities may likewise be payable in U.S.
Dollars, one or more foreign currencies or amounts determined by reference to
an index.
The Senior Securities will rank equally with all other unsubordinated
indebtedness of the Company. The Subordinated Securities will be subordinated
to all existing and future Senior Indebtedness (as defined) of the Company. See
"Description of Debt Securities."
The terms of the Debt Securities and any Warrants, including, where
applicable, the specific designation, aggregate principal amount, currency,
denomination, maturity, premium, rate (which may be fixed or variable) and time
of payment of interest, terms for redemption at the option of the Company or
the holder, for sinking fund payments, for payments of additional amounts or
for exercising the Warrants, and the initial public offering price, will be set
forth in the accompanying Prospectus Supplement (the "Prospectus Supplement").
The Debt Securities and Warrants may be sold through underwriting syndicates
led by one or more managing underwriters or through one or more underwriters
acting alone. The Debt Securities and Warrants may also be sold directly by the
Company or through agents designated from time to time. If any underwriters or
agents are involved in the sale of the Debt Securities or Warrants, their
names, the principal amount of Debt Securities or Warrants to be purchased by
them and any applicable fee, commission or discount arrangements with them will
be set forth in the Prospectus Supplement. See "Plan of Distribution." With
regard to the Warrants, if any, in respect of which this Prospectus is being
delivered, the applicable Prospectus Supplement will set forth a description of
the Debt Securities for which the Warrants are exercisable and the offering
price, if any, exercise price, duration, detachability and any other specific
terms of the Warrants.
The Debt Securities may be issued in registered form or bearer form with
coupons attached or both. In addition, all or a portion of the Debt Securities
of a series may be issuable in temporary or permanent global form. Debt
Securities in bearer form will be offered only (1) to persons located outside
the United States and (2) to non-United States persons and to offices located
outside the United States of certain United States financial institutions.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is , 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission").
Such reports and other information can be inspected and copied at Regional
Offices of the Commission located at 500 West Madison Street, Suite 1400,
Chicago, Illinois and 7 World Trade Center, Suite 1300, New York, New York; and
at the Public Reference Office of the Commission at 450 Fifth Street, N.W.,
Washington D.C. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington D.C.
20549 at prescribed rates. In addition, certain securities of the Company are
listed on the New York Stock Exchange, and such reports and other information
concerning the Company can also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York.
INFORMATION INCORPORATED BY REFERENCE
The Company's annual report on Form 10-K for the year ended December 31, 1994
filed by the Company with the Commission is incorporated by reference in this
Prospectus.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this Prospectus
and prior to the termination of the offering of the Debt Securities and the
Warrants offered hereby shall be deemed to be incorporated by reference in this
Prospectus.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of such person, a copy of any or all of the documents incorporated by
reference, other than exhibits to such documents. Requests should be directed
to Edwin C. Summers, Senior Vice President, Secretary and General Counsel,
Transamerica Finance Corporation, 1150 South Olive Street, Los Angeles,
California 90015 (telephone: 213-742-4757).
Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement are stated in United States dollars ("$", "dollars",
"U.S. dollars" or "U.S. $").
This Prospectus may not be used to consummate sales of Debt Securities or
Warrants unless accompanied by a Prospectus Supplement.
TRANSAMERICA FINANCE CORPORATION
Transamerica Finance Corporation (formerly Transamerica Finance Group, Inc.)
is principally engaged in consumer lending, commercial lending and leasing
operations. Unless the context indicates otherwise, the term "Company" as used
herein refers to Transamerica Finance Corporation and its subsidiaries.
The Company is a wholly owned subsidiary of Transamerica Corporation
("Transamerica"). Transamerica is a financial services organization which
engages through its subsidiaries in consumer lending, commercial lending,
leasing, life insurance, real estate services and asset management. In addition
to activities conducted through the Company, Transamerica conducts, through
other subsidiaries, certain of Transamerica's commercial lending (insurance
finance) operations.
2
<PAGE>
The executive offices of the Company are located at Transamerica Center, 1150
South Olive Street, Los Angeles, California 90015 (telephone: 213-742-4321).
Because Transamerica Finance Corporation is a holding company, the rights of
its creditors, including the holders of the Debt Securities, to participate in
the assets of any subsidiary upon the latter's liquidation or reorganization
will be subject to the claims of the subsidiary's creditors, which will take
priority except to the extent that the Company may itself be a creditor with
recognized claims against the subsidiary.
APPLICATION OF PROCEEDS
Except as otherwise described in the Prospectus Supplement, the net proceeds
from the sale of the Debt Securities and Warrants offered hereby and the
exercise of Warrants will be applied to the reduction of short-term debt
incurred to provide funds for use in the ordinary course of the Company's
financing business. The Company anticipates that such proceeds will also be
used from time to time (1) to provide funds needed in the ordinary course of
its financing business, the amount and nature of which are dependent on several
factors, including the volume of the Company's business, and (2) to pay
maturing long-term debt.
RATIO OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges are computed by dividing earnings
from continuing operations before fixed charges and income taxes by the fixed
charges. For purposes of computation of the ratios, earnings and fixed charges
include those of the Company and all subsidiaries, and fixed charges consist of
interest and debt expense, and one-third of rent expense (which approximates
the interest factor) of such companies.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1990 1991 1992 1993 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges..................... 1.28 0.77 1.59 1.50 1.62
</TABLE>
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement and the extent, if any, to which such
general provisions may apply to the Debt Securities so offered will be
described in the Prospectus Supplement relating to such Debt Securities.
The Senior Securities are to be issued under an Indenture dated as of April
1, 1991 (the "Senior Indenture") between the Company and Harris Trust and
Savings Bank, as Trustee (the "Senior Trustee"). The Subordinated Securities
are to be issued under an Indenture dated as of April 1, 1991 (the
"Subordinated Indenture") between the Company and First Interstate Bank of
California, formerly First Interstate Bank, Ltd., as Trustee (the "Subordinated
Trustee"; together with the Senior Trustee, the "Trustees"). The Senior
Indenture and the Subordinated Indenture (collectively, the "Indentures") are
exhibits to the Registration Statement. The following summaries of certain
provisions of the Indentures do not purport to be complete and are qualified in
their entirety by reference to the provisions of the Indentures. Numerical
references in parentheses below are to sections of the Indentures and, unless
otherwise indicated, capitalized terms shall have the meanings ascribed to them
in the Indentures.
GENERAL
Debt Securities and Warrants offered by this Prospectus will be limited to an
aggregate initial public offering price of $3,000,000,000 or the equivalent
thereof in one or more foreign currencies or composite
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<PAGE>
currencies (including ECU). The Indentures provide that Debt Securities in an
unlimited amount may be issued thereunder from time to time in one or more
series. The Senior Securities will rank pari passu with other Senior
Indebtedness of the Company. The Subordinated Securities will rank pari passu
with other Subordinated Indebtedness of the Company and, together with such
Subordinated Indebtedness, will be subordinated in right of payment to the
prior payment in full of the Senior Indebtedness of the Company as described
under "Subordination--Subordinated Securities."
The applicable Prospectus Supplement or Prospectus Supplements will describe
the following terms of the series of Debt Securities offered thereby: (1) the
title of the Debt Securities; (2) any limit on the aggregate principal amount
of the Debt Securities; (3) whether the Debt Securities are to be issuable as
Registered Securities or Bearer Securities or both, whether any Bearer
Securities will be subject to any limitations on offering, sale and
distribution, whether any of the Debt Securities are to be issuable initially
in temporary global form and whether any of the Debt Securities are to be
issuable in permanent global form; (4) the price or prices (expressed as a
percentage of the aggregate principal amount thereof) at which the Debt
Securities will be issued; (5) the date or dates on which the Debt Securities
will mature; (6) the rate or rates at which the Debt Securities will bear
interest, if any, or the formula pursuant to which such rate or rates shall be
determined, and the date or dates from which any such interest will accrue; (7)
the Interest Payment Dates on which any such interest on the Debt Securities
will be payable, the Regular Record Date for any interest payable on any Debt
Securities which are Registered Securities on any Interest Payment Date, and
the extent to which, or the manner in which, any interest payable on a
temporary global Security on an Interest Payment Date will be paid if other
than in the manner described under "Temporary Global Securities" below; (8) the
person to whom any interest on any Registered Security will be payable if other
than the person in whose name such Registered Security is registered at the
close of business on the Regular Record Date for such interest as described
under "Payment and Paying Agents" below, and the manner in which any interest
on any Bearer Security will be paid if other than in the manner described under
"Payment and Paying Agents" below; (9) any mandatory or optional sinking fund
or analogous provisions; (10) each office or agency where, subject to the terms
of the Indenture as described below under "Payment and Paying Agents," the
principal of and any premium and interest on the Debt Securities will be
payable and each office or agency where, subject to the terms of the Indenture
as described under "Form, Exchange, Registration and Transfer" below, the Debt
Securities may be presented for registration of transfer or exchange; (11) the
date, if any, after which and the price or prices at which the Debt Securities
may be redeemed, in whole or in part at the option of the Company or the
Holder, or pursuant to mandatory redemption provisions, and the other detailed
terms and provisions of any such optional or mandatory redemption provisions;
(12) the denominations in which any Debt Securities which are Registered
Securities will be issuable, if other than denominations of $1,000 and any
integral multiple thereof, and the denomination or denominations in which any
Debt Securities which are Bearer Securities will be issuable, if other than the
denomination of $5,000; (13) the currency or currencies of payment of principal
of and any premium and interest on the Debt Securities; (14) any index used to
determine the amount of payments of principal of and any premium and interest
on the Debt Securities; (15) the portion of the principal amount of the Debt
Securities, if other than the principal amount thereof, payable upon
acceleration of maturity thereof; (16) the application, if any, of either or
both of the defeasance or covenant defeasance sections of the Indenture as
described below under "Defeasance and Covenant Defeasance" to the Debt
Securities; (17) the Person who shall be the Security Registrar for Debt
Securities issuable as Registered Securities, if other than the Trustee, the
Person who shall be the initial Paying Agent and the Person who shall be the
initial Common Depositary or the depositary, as the case may be; (18) any other
terms of the Debt Securities not inconsistent with the provisions of the
Indenture; and (19) the terms of any Warrants offered together with such Debt
Securities. Any such Prospectus Supplement will also describe any special
provisions for the payment of additional amounts with respect to the Debt
Securities of such series.
Debt Securities may be issued as Original Issue Discount Securities to be
sold at a substantial discount below their stated principal amounts. Special
United States federal income tax considerations applicable to Debt Securities
issued at an original issue discount will be set forth in a Prospectus
Supplement relating
4
<PAGE>
thereto. Special United States tax considerations applicable to any Debt
Securities that are denominated in a currency other than United States dollars
or that use an index to determine the amount of payments of principal of and
any premium and interest on the Debt Securities will be set forth in a
Prospectus Supplement relating thereto.
FORM, EXCHANGE, REGISTRATION AND TRANSFER
Debt Securities of a series may be issuable in definitive form solely as
Registered Securities, solely as Bearer Securities or as both Registered
Securities and Bearer Securities. Unless otherwise indicated in an applicable
Prospectus Supplement, definitive Bearer Securities (other than Bearer
Securities in global form) will have interest coupons attached. (Section 201)
The Indenture also will provide that Bearer Securities of a series may be
issuable in permanent global form. (Section 201) See "Permanent Global
Securities." If Bearer Securities are being offered, the applicable Prospectus
Supplement will set forth various limitations on their offering, sale and
distribution.
Registered Securities of any series will be exchangeable for other Registered
Securities of the same series of authorized denominations and of a like
aggregate principal amount and tenor. In addition, if Debt Securities of any
series are issuable as both Registered Securities and Bearer Securities, at the
option of the Holder upon request confirmed in writing, and subject to the
terms of the Indenture, Bearer Securities (with all unmatured coupons, except
as provided below, and all matured coupons in default) of such series will be
exchangeable into Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor. Bearer
Securities surrendered in exchange for Registered Securities between the close
of business on a Regular Record Date or a Special Record Date and the relevant
date for payment of interest shall be surrendered without the coupon relating
to such date for payment of interest and interest will not be payable in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the terms of the Indenture. Bearer Securities will not be issued in
exchange for Registered Securities. (Section 305) Each Bearer Security other
than a temporary global Bearer Security will bear a legend substantially to the
following effect: "Any United States Person who holds this obligation will be
subject to limitations under the United States income tax laws including the
limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue
Code."
Debt Securities may be presented for exchange as provided above, and
Registered Securities (other than a Debt Security issued in global form) may be
presented for registration of transfer (with the form of transfer endorsed
thereon duly executed), at the office of the Security Registrar or at the
office of any transfer agent designated by the Company for such purpose with
respect to any series of Debt Securities and referred to in an applicable
Prospectus Supplement, without service charge and upon payment of any taxes and
other governmental charges as described in the Indenture. Such transfer or
exchange will be effected upon the Security Registrar or such transfer agent,
as the case may be, being satisfied with the documents of title and identity of
the person making the request. Unless the Prospectus Supplement provides
otherwise, the applicable Trustee will be the initial Security Registrar for
the Debt Securities. (Sections 101 and 305) If a Prospectus Supplement refers
to any transfer agents (in addition to the Security Registrar) initially
designated by the Company with respect to any series of Debt Securities, the
Company may at any time rescind the designation of any such transfer agent or
approve a change in the location through which any such transfer agent (or
Security Registrar) acts, except that, if Debt Securities of a series are
issuable solely as Registered Securities, the Company will be required to
maintain a transfer agent in each Place of Payment for such series and, if Debt
Securities of a series are issuable as Bearer Securities, the Company will be
required to maintain (in addition to the Security Registrar) a transfer agent
in a Place of Payment for such series located in Europe. The Company may at any
time designate additional transfer agents with respect to any series of Debt
Securities. (Section 1002)
The Company shall not be required to (i) issue, register the transfer of or
exchange Debt Securities of any series during a period beginning at the opening
of business 15 days before (A) if Debt Securities of the
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<PAGE>
series are issuable only as Registered Securities, the day of mailing of the
relevant notice of redemption and ending at the close of business on the day
for such mailing and (B) if Debt Securities of the series are issuable as
either Bearer Securities or Registered Securities, the earlier of the day of
the first publication of the relevant notice of redemption or the mailing of
the relevant notice of redemption and ending on the close of business on such
earlier day; (ii) register the transfer of or exchange any Registered Security,
or portion thereof, called for redemption, except the unredeemed portion of any
Registered Security being redeemed in part; or (iii) exchange any Bearer
Security called for redemption, except to exchange such Bearer Security for a
Registered Security of that series and like tenor which is immediately
surrendered for redemption. (Section 305)
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment of
principal of and any premium and interest on Bearer Securities will be payable,
subject to any applicable laws and regulations, at the offices of such Paying
Agents outside the United States as the Company may designate from time to time
or, at the option of the Holder, by a check or by transfer to an account
maintained by the payee with a bank located outside the United States. (Section
1002) Unless otherwise indicated in an applicable Prospectus Supplement,
payment of interest on Bearer Securities on any Interest Payment Date will be
made only against surrender outside the United States, to a Paying Agent, of
the coupon relating to such Interest Payment Date. (Section 1001) No payment
with respect to any Bearer Security will be made at any office or agency of the
Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the
United States. Notwithstanding the foregoing, payments of principal of and any
premium and interest on Bearer Securities denominated and payable in U.S.
dollars will be made at the office of the Company's Paying Agent in the Borough
of Manhattan, The City of New York, if (but only if) payment of the full amount
thereof in U.S. dollars at all offices or agencies outside the United States is
illegal or effectively precluded by exchange controls or other similar
restrictions. (Section 1002)
Unless otherwise indicated in an applicable Prospectus Supplement, payment of
principal of and any premium and interest on Registered Securities will be made
at the office of such Paying Agent or Paying Agents as the Company may
designate from time to time, except that at the option of the Company payment
of any interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register. Unless
otherwise indicated in an applicable Prospectus Supplement, payment of any
installment of interest on Registered Securities will be made to the Person in
whose name such Registered Security is registered at the close of business on
the Regular Record Date for such interest. (Sections 307 and 1002)
Any Paying Agents outside the United States and any other Paying Agents in
the United States initially designated by the Company for the Debt Securities
will be named in an applicable Prospectus Supplement. The Company may at any
time designate additional Paying Agents or rescind the designation of any
Paying Agent or approve a change in the office through which any Paying Agent
acts, except that, if Debt Securities of a series are issuable solely as
Registered Securities, the Company will be required to maintain a Paying Agent
in each Place of Payment for such series and, if Debt Securities of a series
are issuable as Bearer Securities, the Company will be required to maintain (i)
a Paying Agent in the Borough of Manhattan, The City of New York for payments
with respect to any Registered Securities of the series (and for payments with
respect to Bearer Securities of the series in the limited circumstances
described above, but not otherwise), and (ii) a Paying Agent in a Place of
Payment located outside the United States where Debt Securities of such series
and any coupons appertaining thereto may be presented and surrendered for
payment; provided that if the Debt Securities of such series are listed on The
International Stock Exchange of the United Kingdom and the Republic of Ireland
or the Luxembourg Stock Exchange or any other stock exchange located outside
the United States and such stock exchange shall so require, the Company will
maintain a Paying Agent in London or Luxembourg or any other required city
located outside the United States, as the case may be, for the Debt Securities
of such series. (Section 1002)
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<PAGE>
All moneys paid by the Company to a Paying Agent or held by the Company in
trust for the payment of principal of and any premium or interest on any Debt
Security, which remain unclaimed at the end of two years after such principal,
premium or interest shall have become due and payable, will be discharged from
trust and repaid to the Company and the Holder of such Debt Security or any
coupon will thereafter, as an unsecured general creditor, look only to the
Company for payment thereof. (Section 1003)
TEMPORARY GLOBAL SECURITIES
If so specified in an applicable Prospectus Supplement, all or any portion of
the Debt Securities of a series which are issuable as Bearer Securities will
initially be represented by one or more temporary global Securities, without
interest coupons, to be deposited with a common depositary for Morgan Guaranty
Trust Company of New York, Brussels Office, as operator of the Euroclear System
("Euroclear") and CEDEL S.A. ("CEDEL") for credit to the designated accounts.
On and after the date determined as provided in any such temporary global
Security and described in an applicable Prospectus Supplement, but within a
reasonable period of time, each such temporary global Security will be
exchangeable for definitive Bearer Securities, definitive Registered Securities
or all or a portion of a permanent global Bearer Security, or any combination
thereof, as specified in an applicable Prospectus Supplement, only under the
circumstances set forth in the accompanying pricing supplement to such
Prospectus Supplement. No definitive Bearer Security delivered in exchange for
a portion of a temporary global Security shall be mailed or otherwise delivered
to any location in the United States or its possessions in connection with such
exchange. (Section 304) Any special restrictions on delivery of a Debt Security
issued in permanent global form will be set forth in a Prospectus Supplement
relating thereto.
PERMANENT GLOBAL SECURITIES
If any Debt Securities of a series are issuable in permanent global form, the
applicable Prospectus Supplement will describe the distribution procedures
applicable to such securities in permanent global form (including any
applicable certification requirements) and the circumstances, if any, under
which beneficial owners of interests in any such permanent global Security may
exchange such interests for Debt Securities of such series and of like tenor
and principal amount of any authorized form and denomination. (Section 305) A
Person will, except with respect to payment of principal of and any premium and
interest on such permanent global Security, be treated as a Holder of such
principal amount of Outstanding Securities represented by such permanent global
Security as shall be specified in a written statement of the Holder of such
permanent global Security. (Section 203) Principal of and any premium and
interest on a permanent global Security will be payable in the manner described
in the applicable Prospectus Supplement.
SUBORDINATION
General
As used herein "Senior Indebtedness" means all Debt of the Company, except
Subordinated Indebtedness and Junior Subordinated Indebtedness; "Debt" of the
Company means all indebtedness representing money borrowed, which indebtedness
is incurred or guaranteed by the Company; "Subordinated Indebtedness" means all
Debt of the Company, other than Junior Subordinated Indebtedness, which is
subordinate and junior in right with respect to the general assets of the
Company to Senior Indebtedness; "Junior Subordinated Indebtedness" means all
Debt of the Company which is subordinate and junior in right with respect to
the general assets of the Company to all other Debt of the Company (including
without limitation Senior Indebtedness and Subordinated Indebtedness).
Subordinated Securities
The payment of principal, premium, if any, and interest in respect of the
Subordinated Securities is expressly subordinated in right of payment, to the
extent set forth in the Subordinated Indenture, to all Senior
7
<PAGE>
Indebtedness which may at any time and from time to time be outstanding. In the
event of any receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, whether or not pursuant to bankruptcy laws, sale
of all or substantially all of the assets, dissolution, liquidation or any
other marshaling of the assets and liabilities of the Company, no amount shall
be paid by the Company in respect of the principal, premium, if any, or
interest on the Subordinated Securities or any related coupon unless and until
all Senior Indebtedness shall have been paid in full together with all interest
thereon and all other amounts payable in respect thereof. (Subordinated
Indenture Section 1501)
The Subordinated Indenture also states that if an Event of Default with
respect to the Subordinated Securities, other than those specified in the
preceding paragraph, shall happen and be continuing, no amount shall be paid by
the Company in respect of the principal, premium, if any, or interest on the
Subordinated Securities or any related coupon, except at Stated Maturity
(subject to the preceding paragraph) and except for current interest payments
as provided in the Subordinated Securities or any related coupon, unless and
until all Senior Indebtedness shall have been paid in full together with all
interest thereon and all other amounts payable in respect thereof. Further, in
the event of any default in the payment of any Senior Indebtedness and during
the continuance of any such default, the Subordinated Indenture states that no
amount shall be paid by the Company in respect of the principal, premium, if
any, or interest on the Subordinated Securities or any related coupon, except
at Stated Maturity (subject to the preceding paragraph), and except for current
interest payments as provided in the Subordinated Securities or any related
coupon. (Subordinated Indenture Section 1501)
There are no restrictions in the Subordinated Indenture with respect to the
creation of Senior Indebtedness. At December 31, 1994, Senior Indebtedness
aggregated approximately $7.73 billion. The Company expects to make additional
borrowings constituting Senior Indebtedness from time to time.
CERTAIN COVENANTS OF THE COMPANY WITH RESPECT TO SENIOR SECURITIES
Limitations on Liens
The Senior Indenture provides that neither the Company nor any Subsidiary
will create, incur or assume any mortgage, pledge, lien, charge or other
security interest on any of the assets of the Company or of any Subsidiary
(except to secure Debt to the Company or a Subsidiary) without making effective
provision whereby the Senior Securities shall be equally and ratably secured
except: (i) such security interests on assets of the Company or any Subsidiary
existing at the date of the Senior Indenture and renewals thereof; (ii) certain
purchase money liens, liens on real property and any improvements thereon
constructed in whole or in part by or for the Company or any Subsidiary to
secure the cost of such construction improvements made after the date of the
Senior Indenture, existing security interests on after-acquired assets, and
renewals thereof; (iii) certain security interests affecting property of a
corporation existing at the time it first becomes a Subsidiary, and renewals
thereof; (iv) certain security interests in connection with taxes or legal
proceedings or created in the ordinary course of business and not in connection
with the borrowing of money; (v) certain security interests in connection with
government and certain other contracts; and (vi) certain security interests on
property and assets in connection with any arrangement involving the transfer
of such property or assets where the transfer is accounted for as a sale under
generally accepted accounting principals. In the case of clause (ii) above, the
principal amount secured by any of such security interests may not exceed the
lesser of the cost or fair value (as determined by the Board of Directors) of
the property subject to such security interests and, in the case of clause
(iii) above, the principal amount secured by any of such security interests may
not exceed the lesser of the book value or fair value (as determined by the
Board of Directors) of the property subject to such security interest. (Senior
Indenture Section 1007)
Limitations on Mergers
The Senior Indenture provides that if any merger or consolidation of the
Company with or into any other corporation or any conveyance or transfer to any
person of all or substantially all of the property or
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assets of the Company would subject any of the property or assets of the
Company owned immediately prior to such consolidation, merger, conveyance or
transfer to any mortgage, pledge, lien, charge or other security interest, the
Company will, prior to such consolidation, merger, conveyance or transfer,
secure the Senior Securities, equally and ratably with any other Debt of the
Company then entitled to be so secured, by a direct lien on all such property
or assets equal to and ratable with all liens other than any theretofore
existing thereon. (Senior Indenture Section 803)
ABSENCE OF OTHER RESTRICTIVE COVENANTS AND EVENT RISK PROVISIONS
The Indentures do not contain any provision which will restrict the Company
in any way from paying dividends or making other distribution on its capital
stock or purchasing or redeeming any of its capital stock, or from incurring,
assuming or becoming liable upon Senior Indebtedness or Subordinated
Indebtedness or any other type of debt or other obligations. The Indentures do
not contain any financial ratios or specified levels of net worth or liquidity
to which the Company must adhere. In addition, the Subordinated Indenture does
not restrict the Company from creating liens on its property for any purpose.
In addition, the Indentures do not contain any provisions which would require
the Company to repurchase or redeem or otherwise modify the terms of any of its
Debt Securities upon a change in control or other events involving the Company
which may adversely affect the creditworthiness of the Debt Securities.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company, without the consent of the Holders of any of the Outstanding
Securities under the Indentures, may consolidate with or merge into, or convey
or transfer its assets substantially as an entirety to, any Person that is a
corporation, partnership or trust organized and existing under the laws of any
domestic jurisdiction, provided that any successor Person assumes the Company's
obligations on the Debt Securities and under the Indentures, that after giving
effect to the transaction no Event of Default and no event which, after notice
or lapse of time, would become an Event of Default shall have occurred and be
continuing, and that certain other conditions are met. (Section 801)
DEFAULTS AND CERTAIN RIGHTS ON DEFAULT
Each Indenture defines an Event of Default with respect to any series of Debt
Securities thereunder as being any of the following events and such other
events as may be established for the Debt Securities of such series: (i)
default for 30 days in any payment of interest on the Debt Securities of such
series; (ii) default with respect to Debt Securities of such series in any
payment of principal or premium, if any, when due; (iii) default in the payment
of any sinking fund installment with respect to the Debt Securities of such
series when due; (iv) default in performance of any other covenant in the
Indenture for 60 days after written notice to the Company by the Trustee or the
Holders of at least 15% in principal amount of the Debt Securities of such
series then Outstanding; (v) failure by the Company or any Subsidiary to pay
any Debt in an amount exceeding $10,000,000 at maturity; (vi) acceleration of
any Debt of the Company or any Subsidiary in an amount exceeding $10,000,000
under the terms of the instrument under which such Debt is or may be
outstanding, if such acceleration is not annulled within 30 days after notice
to the Company by the Trustee or the Holders of at least 15% in principal
amount of the Debt Securities of such series then Outstanding; or (vii) certain
events of bankruptcy, insolvency, receivership or reorganization. (Section 501)
The Company will be required to file with the Trustee annually a written
statement as to the fulfillment of its obligations under the Indenture.
(Section 704)
If an Event of Default with respect to Debt Securities of any series at the
time Outstanding occurs and is continuing, either the Trustee or the Holders of
at least 25% in aggregate principal amount of the Outstanding Securities of
that series by notice as provided in the Indenture may declare the principal
amount (or, if the Outstanding Securities of that series are Original Issue
Discount Securities, such portion of the principal amount as may be specified
in the terms of that series) of all the Outstanding Securities of that series
to be due and payable immediately. At any time after a declaration of
acceleration with respect to Debt
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Securities of any series has been made, but before a judgment or decree for
payment of money has been obtained by the Trustee, and subject to applicable
law and certain other provisions of the applicable Indenture, the Holders of a
majority in aggregate principal amount of the Outstanding Securities of that
series may, under certain circumstances, rescind and annul such acceleration.
(Section 502)
Each Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holder shall have
offered to the Trustee reasonable indemnity. (Sections 601 and 603) Subject to
such provisions for the indemnification of the Trustee, and subject to
applicable law and certain other provisions of the Indenture, the Holders of a
majority in aggregate principal amount of the Outstanding Securities of any
series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Debt Securities of that
series. (Section 512)
MEETINGS, MODIFICATION AND WAIVER
Modifications and amendments of each Indenture may be made by the Company and
the Trustee with the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of each series
affected by such modification or amendment; provided, however, that no such
modification or amendment may, without the consent of the Holder of each
Outstanding Security affected thereby, (a) change the Stated Maturity of the
principal of, or any installment of principal of or interest on, any Debt
Security or related coupon, (b) reduce the principal amount of, or premium or
interest on, any Debt Security or related coupon or any premium payable upon
the redemption thereof, (c) change any obligation of the Company to pay
additional amounts, (d) reduce the amount of principal of an Original Issue
Discount Security payable upon acceleration of the Maturity thereof, (e) change
the coin or currency in which any Debt Security or any premium or interest
thereon is payable, (f) impair the right to institute suit for the enforcement
of any payment on or with respect to any Debt Security, (g) reduce the
percentage in principal amount of Outstanding Securities of any series, the
consent of whose Holders is required for modification or amendment of the
Indenture or for waiver of compliance with certain provisions of the Indenture
or for waiver of certain defaults, (h) reduce the requirements contained in the
Indenture for quorum or voting, (i) change any obligation of the Company to
maintain an office or agency in the places and for the purposes required by the
Indenture, (j) with respect to each of the Subordinated and Junior Subordinated
Indentures, modify the terms relating to subordination in a manner adverse to
the Holders of Debt Securities issued under that Indenture, (k) adversely
affect the right of repayment, if any, of the Debt Securities at the option of
the Holders thereof, or (l) modify any of the above provisions. (Section 902)
The Holders of at least a majority in aggregate principal amount of the
Outstanding Securities of each series may, on behalf of all Holders of Debt
Securities of that series, waive, insofar as that series is concerned,
compliance by the Company with certain restrictive provisions of the Indenture.
(Senior Indenture Section 1009 and Subordinated Indenture Section 1008) The
Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of each series may, on behalf of all Holders of Debt
Securities of that series and any coupons appertaining thereto, waive any past
default and its consequences under the Indenture with respect to Debt
Securities of that series, except a default (a) in the payment of principal of
(or premium, if any) or any interest on any Debt Security or coupon of such
series, and (b) in respect of a covenant or provision of the Indenture which
cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series or coupon affected. (Section 513)
Each Indenture provides that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given any
request, demand, authorization, direction, notice, consent or waiver thereunder
or whether a quorum is present at a meeting of Holders of Debt Securities or
the number of votes entitled to be cast by the Holder of any Debt Security (i)
the principal amount of an Original Issue Discount Security that shall be
deemed to be Outstanding shall be the amount of the principal thereof that
would be
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<PAGE>
due and payable as of the date of such determination upon acceleration of the
Maturity thereof, and (ii) the principal amount of a Debt Security denominated
in a foreign currency or a composite currency shall be the U.S. dollar
equivalent, determined as of the date of original issuance of such Debt
Security by the Company in good faith, of the principal amount of such Debt
Security (or, in the case of an Original Issue Discount Security, the U.S.
dollar equivalent, determined as of the date of original issuance of such Debt
Security, of the amount determined as provided in (i) above). (Section 101)
Each Indenture contains provisions for convening meetings of the Holders of
Debt Securities of a series. (Section 1301) A meeting may be called at any time
by the Trustee, and also, upon request, by the Company or the Holders of at
least 10% in principal amount of the Outstanding Securities of such series, in
any such case upon notice given in accordance with "Notices" below. (Section
1302) Except for any consent which must be given by the Holder of each
Outstanding Security affected thereby, as described above, any resolution
presented at a meeting or adjourned meeting at which a quorum (as described
below) is present may be adopted by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series;
provided, however, that, any resolution with respect to any consent or waiver
which must be given by the Holders of not less than 66 2/3% in principal amount
of the Outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly convened at which a quorum is present only by the
affirmative vote of the Holders of 66 2/3% in principal amount of the
Outstanding Securities of that series; and provided, further, that, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or adjourned meeting duly reconvened at which a quorum is present by
the affirmative vote of the Holders of such specified percentage in principal
amount of the Outstanding Securities of that series. Any resolution passed or
decision taken at any meeting of Holders of Securities of any series duly held
in accordance with the Indenture will be binding on all Holders of Securities
of that series and the related coupons. The quorum at any meeting called to
adopt a resolution, and at any reconvened meeting, will be persons holding or
representing a majority in principal amount of the Outstanding Securities of a
series; provided, however, that if any action is to be taken at such meeting
with respect to a consent or waiver which must be given by the Holders of not
less than 66 2/3% in principal amount of the Outstanding Securities of a
series, the persons holding or representing 66 2/3% in principal amount of the
Outstanding Securities of such series will constitute a quorum. (Section 1304)
DEFEASANCE AND COVENANT DEFEASANCE
Each Indenture provides, unless the Company elects otherwise pursuant to
Section 301 of the Indenture with respect to the Debt Securities of any series,
that the Company may elect either (A) to defease and be discharged from any and
all obligations with respect to such Debt Securities (except for the
obligations to register the transfer or exchange of such Debt Securities, to
replace temporary or mutilated, destroyed, lost or stolen Debt Securities, to
maintain an office or agency in respect of the Debt Securities and to hold
moneys for payment in trust) ("defeasance") or (B) to be released from its
obligations with respect to such Debt Securities under Sections 1006, 1007 and
1008 of the Senior Indenture and Sections 1006 and 1007 of the Subordinated
Indenture ("covenant defeasance"), upon the deposit with the Trustee (or other
qualifying trustee), in trust for such purpose, of money, and/or U.S.
Government Obligations which through the payment of principal and interest in
accordance with their terms will provide money, in an amount sufficient to pay
the principal of and any premium and interest on such Debt Securities, and any
mandatory sinking fund or analogous payments thereon, on the scheduled due
dates therefor. Such a trust may only be established if, among other things,
the Company has delivered to the trustee an opinion of counsel (as specified in
the Indenture) to the effect that the Holders of such Debt Securities will not
recognize income, gain or loss for federal income tax purposes as a result of
such defeasance or covenant defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such defeasance or covenant defeasance had not occurred and,
in the case of Bearer Securities, there will be no adverse federal tax
consequences to the Holders of such Bearer Securities as a result of such
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<PAGE>
defeasance or covenant defeasance. Such opinion, in the case of defeasance
under clause (A) above, must refer to and be based upon a ruling of the
Internal Revenue Service or a change in applicable federal income tax law
occurring after the date of the Indenture. In the case of covenant defeasance,
such termination will not relieve the Company of its obligation to pay when due
the principal of or interest on the Debt Securities of such series if the Debt
Securities of such series are not paid from the money or Government Obligations
held by the Trustee for the payment thereof. The Prospectus Supplement may
further describe the provisions, if any, permitting such defeasance or covenant
defeasance with respect to the Debt Securities of a particular series. (Article
Fourteen)
NOTICES
Except as otherwise provided in the applicable Indenture, notices to Holders
of Bearer Securities will be given by publication at least twice in a daily
newspaper in The City of New York and in such other city or cities as may be
specified in such Securities. Notices to Holders of Registered Securities will
be given by mail to the addresses of such Holders as they appear in the
Security Register. (Sections 101 and 106)
TITLE
Title to any Bearer Securities and any coupons appertaining thereto will pass
by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of any Bearer Security and the bearer of any
coupon and the registered owner of any Registered Security as the absolute
owner thereof (whether or not such Debt Security or coupon shall be overdue and
notwithstanding any notice to the contrary) for the purpose of making payment
and for all other purposes. (Section 308)
REPLACEMENT OF DEBT SECURITIES AND COUPONS
Any mutilated Debt Security or a Debt Security with a mutilated coupon
appertaining thereto will be replaced by the Company at the expense of the
Holder upon surrender of such Debt Security to the Trustee. Debt Securities or
coupons that become destroyed, stolen or lost will be replaced by the Company
at the expense of the Holder upon delivery to the Trustee of the Debt Security,
coupon or coupons or evidence of the destruction, loss or theft thereof
satisfactory to the Company and the Trustee; in the case of any coupon which
becomes destroyed, stolen or lost, such coupon will be replaced by issuance of
a new Debt Security in exchange for the Debt Security to which such coupon
appertains. In the case of a destroyed, lost or stolen Debt Security or coupon
an indemnity satisfactory to the Trustee and the Company may be required at the
expense of the Holder of such Debt Security or coupon before a replacement Debt
Security will be issued. (Section 306)
CONCERNING THE TRUSTEES
Harris Trust and Savings Bank, the Senior Trustee under the Senior Indenture,
has stand-by credit facilities with the Company in the amount of $80,000,000,
the borrowings under which would rank on a parity with the Senior Securities.
The Company also maintains a deposit account and conducts other transactions
with the Senior Trustee. The Senior Trustee is also the trustee under the
Company's Indenture dated as of July 1, 1982 and the Company's Indenture dated
as of November 1, 1987 pursuant to each of which the Company has outstanding
Senior Indebtedness.
First Interstate Bank of California, formerly First Interstate Bank, Ltd.,
the Subordinated Trustee under the Subordinated Indenture, has stand-by credit
facilities with the Company in the amount of $95,000,000, the borrowings under
which would be senior to the Subordinated Securities. The Company also
maintains a deposit account and conducts other transactions with the
Subordinated Trustee. The Subordinated Trustee is also the successor trustee
under the Company's Indenture dated as of September 1, 1984 pursuant to which
the Company has outstanding Subordinated Indebtedness.
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The Senior Trustee or the Subordinated Trustee may from time to time make
loans to the Company and perform other services for the Company in the normal
course of business. Under the provisions of the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), upon the occurrence of a default under an
indenture, if a trustee has a conflicting interest (as defined in the Trust
Indenture Act) the trustee must, within 90 days, either eliminate such
conflicting interest or resign. Under the provisions of the Trust Indenture
Act, an indenture trustee shall be deemed to have a conflicting interest if the
trustee is a creditor of the obligor. If the trustee fails either to eliminate
the conflicting interest or to resign within 10 days after the expiration of
such 90-day period, the trustee is required to notify security holders to this
effect and any security holder who has been a bona fide holder for at least six
months may petition a court to remove the trustee and to appoint a successor
trustee.
DESCRIPTION OF WARRANTS
The following description of the terms of the Warrants sets forth certain
general terms and provisions of the Warrants to which any Prospectus Supplement
may relate. The particular terms of the Warrants offered by any Prospectus
Supplement and the extent, if any, to which such general provisions may apply
to the Warrants so offered will be described in the Prospectus Supplement
relating to such Warrants.
Warrants may be offered independently or together with any series of Debt
Securities offered by a Prospectus Supplement and may be attached to or
separate from such Debt Securities. Each series of Warrants will be issued
under a separate warrant agreement (a "Warrant Agreement") to be entered into
between the Company and a bank or trust company, as Warrant Agent (the "Warrant
Agent"), all as set forth in the Prospectus Supplement relating to such series
of Warrants. The Warrant Agent will act solely as the agent of the Company in
connection with the certificates for the Warrants (the "Warrant Certificates")
of such series and will not assume any obligation or relationship of agency or
trust for or with any holders of Warrant Certificates or beneficial owners of
Warrants. Copies of the forms of Warrant Agreements, including the forms of
Warrant Certificates, are filed as an exhibit to the Registration Statement to
which this Prospectus pertains. The following summaries of certain provisions
of the forms of Warrant Agreements and Warrant Certificates do not purport to
be complete and are subject to, and are qualified in their entirety by
reference to, all the provisions of the Warrant Agreements and the Warrant
Certificates.
GENERAL
Reference is hereby made to the Prospectus Supplement relating to the
particular series of Warrants, if any, offered thereby for the terms of such
Warrants including, where applicable: (i) the offering price; (ii) the
currencies in which such Warrants are being offered; (iii) the designation,
aggregate principal amount, currencies, denominations and terms of the series
of Debt Securities purchasable upon exercise of such Warrants; (iv) the
designation and terms of the series of Debt Securities with which such Warrants
are being offered and the number of such Warrants being offered with each such
Debt Security; (v) the date on and after which such Warrants and the related
series of Debt Securities will be transferable separately; (vi) the principal
amount of the series of Debt Securities purchasable upon exercise of each such
Warrant and the price at which and currencies in which such principal amount of
Debt Securities of such series may be purchased upon such exercise; (vii) the
date on which the right to exercise such Warrants shall commence and the date
(the "Expiration Date") on which such right shall expire; (viii) federal income
tax consequences; and (ix) any other terms of such Warrants.
Warrant Certificates of each series will be in registered form and will be
exchangeable at the option of the holder thereof for Warrant Certificates of
such series of like tenor representing in the aggregate the number of Warrants
surrendered for exchange. Warrant Certificates of each series will be
transferable upon surrender without service charge, subject to the payment of
any taxes or other governmental charges due in respect of a transfer, and will
be exchangeable and transferable at the corporate trust office of the Warrant
Agent or any other office indicated in the Prospectus Supplement relating to
such series of Warrants. Prior
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to the exercise of their Warrants, holders of Warrants will not have any of the
rights of holders of the series of Debt Securities purchasable upon such
exercise, including the right to receive payments of principal of, premium, if
any, or interest on the series of Debt Securities purchasable upon such
exercise, or to enforce any of the covenants in the applicable Indenture.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder thereof to purchase such principal
amount of the related series of Debt Securities at such exercise price as shall
in each case be set forth in, or calculable as set forth in, the Prospectus
Supplement relating to such Warrant. Warrants of a series may be exercised at
the corporate trust office of the Warrant Agent for such series of Warrants (or
any other office indicated in the Prospectus Supplement relating to such series
of Warrants) at any time prior to 5:00 P.M., New York City time, on the
Expiration Date set forth in the Prospectus Supplement relating to such series
of Warrants. After the close of business on the Expiration Date relating to
such series of Warrants (or such later date to which such Expiration Date may
be extended by the Company), unexercised Warrants of such series will become
void.
Warrants of a series may be exercised by delivery to the appropriate Warrant
Agent of payment, as provided in the Prospectus Supplement relating to such
series of Warrants, of the amount required to purchase the principal amount of
the series of Debt Securities purchasable upon such exercise, together with
certain information as set forth on the reverse side of the Warrant Certificate
evidencing such Warrants. Such Warrants will be deemed to have been exercised
upon receipt of the exercise price, subject to the receipt within five business
days of such Warrant Certificate. Upon receipt of such payment and such Warrant
Certificate, properly completed and duly executed, at the corporate trust
office of the appropriate Warrant Agent (or any other office indicated in the
Prospectus Supplement relating to such series of Warrants), the Company will,
as soon as practicable, issue and deliver the principal amount of the series of
Debt Securities purchasable upon such exercise. If fewer than all of the
Warrants represented by such Warrant Certificate are exercised, a new Warrant
Certificate will be issued for the remaining amount of Warrants.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities and the Warrants separately or
together, (i) to one or more underwriters or dealers for public offering and
sale by them and (ii) to investors directly or through agents. The distribution
of the Debt Securities and the Warrants may be effected from time to time in
one or more transactions at a fixed price or prices (which may be changed from
time to time), at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Each
Prospectus Supplement will describe the method of distribution of the Debt
Securities and the Warrants offered thereby.
In connection with the sale of the Debt Securities and the Warrants,
underwriters, dealers or agents may receive compensation from the Company or
from purchasers of the Debt Securities and the Warrants for whom they may act
as agents, in the form of discounts, concessions or commissions. The
underwriters, dealers or agents that participate in the distribution of the
Debt Securities and the Warrants may be deemed to be underwriters under the
Securities Act of 1933 and any discounts or commissions received by them and
any profit on the resale of the Debt Securities and the Warrants received by
them may be deemed to be underwriting discounts and commissions thereunder. Any
such underwriter, dealer or agent will be identified and any such compensation
received from the Company will be described in the Prospectus Supplement. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
Under agreements that may be entered into with the Company, underwriters,
dealers and agents may be entitled to indemnification by the Company against
certain civil liabilities, including liabilities under the Securities Act of
1933, or to contribution with respect to payments which the underwriters,
dealers or agents may be required to make in respect thereof.
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Each underwriter, dealer and agent participating in the distribution of any
Debt Securities that are issuable in bearer form will agree that it will not
offer, sell, resell or deliver, directly or indirectly, Debt Securities in
bearer form to persons located in the United States or to United States persons
(other than qualifying financial institutions), in connection with the original
issuance of the Debt Securities.
All Debt Securities and Warrants will be new issues of securities with no
established trading market. Any underwriters to whom Debt Securities or
Warrants are sold by the Company for public offering and sale may make a market
in such securities, but such underwriters will not be obligated to do so and
may discontinue any market making at any time without notice. No assurance can
be given as to the liquidity of the trading market for any such securities.
Certain of the underwriters or agents and their associates may be customers
of, engage in transactions with and perform services for the Company in the
ordinary course of business.
LEGAL OPINIONS
The validity of the Debt Securities and Warrants is being passed upon for the
Company by Orrick, Herrington & Sutcliffe, San Francisco.
EXPERTS
The consolidated financial statements of Transamerica Finance Corporation and
subsidiaries appearing in the Company's Annual Report on Form 10-K for the year
ended December 31, 1994,have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Registration fee.............................................. $1,034,490
Trustee's fees and expenses................................... 105,000*
Accountants' fees and expenses................................ 82,000*
Printing and engraving........................................ 165,000*
Blue sky and legal investment fees and expenses............... 33,000*
Rating agencies' fees......................................... 788,000*
Legal fees and expenses....................................... 413,000*
Miscellaneous................................................. 4,510*
----------
Total..................................................... $2,625,000
==========
</TABLE>
--------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As authorized by Section 145 of the Delaware Corporation Law, the Company's
By-Laws provide for indemnification of directors, officers, employees and
agents in certain cases. Indemnification is available when a person is made a
party to any proceeding by reason of the fact that he is or was a director,
officer, employee or agent of the Company or a director, officer, employee or
agent of another enterprise, serving as such at the request of the Company, and
if he acted in good faith and in a manner reasonably believed by him to be in,
or not opposed to, the best interest of the Company. With respect to any
criminal proceeding, such person must have had no reasonable cause to believe
that his conduct was unlawful. If it is determined that the conduct of such
person meets these standards, he shall be indemnified for expenses incurred and
amounts paid in such proceeding if actually and reasonably incurred by him in
connection therewith.
If such proceeding is brought by or on behalf of the Company, such person
shall be indemnified against expenses actually and reasonably incurred if he
acted in good faith and in a manner reasonably believed by him to be in, or not
opposed to, the best interest of the Company. There can be no indemnification
with respect to any matter as to which such person is adjudged to be liable to
the Company for negligence or misconduct in the performance of his duty;
however, a court may, even in such case, allow indemnification to such person
for such expenses as the court deems proper. Where such person is successful in
any such proceeding, he is entitled to be indemnified against expenses actually
and reasonably incurred by him. In all other cases, indemnification is made by
the Company upon determination by it that indemnification of such person is
proper because he has met the applicable standard of conduct.
In furtherance of such indemnity obligations, the Company has entered into
individual indemnity agreements with each of its directors and executive
officers. Also, there is directors' and officers' liability insurance presently
outstanding which insures directors and officers of the Company. One such
policy, to a relatively limited extent, covers losses for which the Company
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. Such policy
also, to a relatively limited extent, and another policy, to a more substantial
extent, cover 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
Company. The losses covered by these policies are subject to certain exclusions
and do not include fines or penalties imposed by law or other matters deemed
uninsurable under the law. The policies contain certain co-insurance
requirements and deductible provisions.
II-1
<PAGE>
Reference is made to Section 7 of the Underwriting Agreement Standard
Provisions for Debt Securities and Warrants and Section 5 of the Distribution
Agreement each included herein as exhibits to the Registration Statement for
provisions regarding indemnification of the Company, officers, directors and
controlling persons against certain liabilities.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
1.1 Form of Underwriting Agreement (incorporated by reference to
Exhibit 1.1 to Registration Statement on Form S-3 File No. 33-
40236)
1.2 Form of Underwriting Agreement Standard Provisions for Debt
Securities and Warrants (incorporated by reference to Exhibit
1.2 to Registration Statement on Form S-3 File
No. 33-40236)
1.3 Form of Distribution Agreement (incorporated by reference to
Exhibit 1.3 to Registration Statement on Form S-3 File No. 33-
40236)
4.1 Form of Indenture dated as of April 1, 1991 between the
Registrant and Harris Trust and Savings Bank, as Trustee
(incorporated by reference to Exhibit 4.1 to Registration
Statement on Form S-3 File No. 33-40236)
4.2 Form of Indenture dated as of April 1, 1991 between the
Registrant and First Interstate Bank, Ltd., as Trustee
(incorporated by reference to Exhibit 4.2 to Registration
Statement on Form S-3 File No. 33-40236)
4.3 Form of Debt Security (incorporated by reference to Exhibit 4.3
to Registration Statement on Form S-3 File No. 33-49763)
4.4 Form of Senior Medium-Term Note, Series (incorporated by
reference to Exhibit 4.4 to Registration Statement on Form S-3
File No. 33-49763)
4.5 Form of Subordinated Medium-Term Note, Series (incorporated by
reference to Exhibit 4.5 to Registration Statement on Form S-3
File No. 33-49763)
4.6 Form of Warrant Agreements (including forms of Warrant
Certificates) (incorporated
by reference to Exhibit 4.6 to Registrant's Registration
Statement on Form S-3 File
No. 33-04799)
5 Opinion of Orrick, Herrington & Sutcliffe as to the validity of
the Debt Securities and Warrants
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Ernst & Young LLP
23.2 The consent of Orrick, Herrington & Sutcliffe is contained in
its opinion filed as Exhibit 5 to this Registration Statement
24 Powers of Attorney
25.1 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of Harris Trust and Savings Bank
25.2 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of First Interstate Bank, Ltd.
</TABLE>
ITEM 17. UNDERTAKINGS.
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 (the
"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,
II-2
<PAGE>
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and (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
the undertakings set forth in clauses (i) and (ii) above shall not apply if
the information required to be included in a post-effective amendment by
those clauses is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the 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.
(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.
(4) That, for purposes of determining any liability under the 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.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions referred to in Item 15 above, 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 against the Registrant 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.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
TRANSAMERICA FINANCE CORPORATION, A CORPORATION ORGANIZED AND EXISTING UNDER
THE LAWS OF DELAWARE, CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT
IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED
THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY AND COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, ON THE 30TH DAY OF MARCH, 1995.
Transamerica Finance Corporation
David H. Hawkins
By___________________________________
(David H. Hawkins,
Senior Vice President and
Treasurer)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
(1) PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:
<S> <C> <C>
Richard H. Finn*
------------------------------------
(Richard H. Finn) President, Chief Executive
Officer and Director March 30, 1995
(2) PRINCIPAL FINANCIAL OFFICER AND DIRECTOR:
David H. Hawkins
------------------------------------
(David H. Hawkins) Senior Vice President,
Treasurer and Director March 30, 1995
(3) PRINCIPAL ACCOUNTING OFFICER:
Raymond A. Golan
------------------------------------
(Raymond A. Golan) Vice President and
Controller March 30, 1995
(4) DIRECTORS:
David R. Carpenter*
------------------------------------
(David R. Carpenter) Director March 30, 1995
Russell T. Charlton*
------------------------------------
(Russell T. Charlton) Director March 30, 1995
Kent L. Colwell*
------------------------------------
(Kent L. Colwell) Director March 30, 1995
Edgar H. Grubb*
------------------------------------
(Edgar H. Grubb) Director March 30, 1995
Frank C. Herringer*
------------------------------------
(Frank C. Herringer) Director March 30, 1995
Robert R. Lindberg*
------------------------------------
(Robert R. Lindberg) Director March 30, 1995
Allen C. Miech*
------------------------------------
(Allen C. Miech) Director March 30, 1995
Steven A. Read*
------------------------------------
(Steven A. Read) Director March 30, 1995
Charles E. Tingley*
------------------------------------
(Charles E. Tingley) Director March 30, 1995
</TABLE>
David H. Hawkins
*By: __________________________
(David H. Hawkins)
Attorney-in-Fact
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
------- ---------------------- ------------
<C> <S> <C>
1.1 Form of Underwriting Agreement (incorporated by
reference to Exhibit 1.1 to Registration Statement on
Form S-3 File No. 33-40236)
1.2 Form of Underwriting Agreement Standard Provisions
for Debt Securities and Warrants (incorporated by
reference to Exhibit 1.2 to Registration Statement on
Form S-3 File No. 33-40236)
1.3 Form of Distribution Agreement (incorporated by
reference to Exhibit 1.3 to Registration Statement on
Form S-3 File No. 33-40236)
4.1 Form of Indenture dated as of April 1, 1991 between
the Registrant and Harris Trust and Savings Bank, as
Trustee (incorporated by reference to Exhibit 4.1 to
Registration Statement on Form S-3 File No. 33-40236)
4.2 Form of Indenture dated as of April 1, 1991 between
the Registrant and First Interstate Bank, Ltd., as
Trustee (incorporated by reference to Exhibit 4.2 to
Registration Statement on Form S-3 File No. 33-40236)
4.3 Form of Debt Security (incorporated by reference to
Exhibit 4.3 to Registration Statement on Form S-3
File No. 33-49763)
4.4 Form of Senior Medium-Term Note, Series
(incorporated by reference to Exhibit 4.4 to
Registration Statement on Form S-3 File No. 33-49763)
4.5 Form of Subordinated Medium-Term Note, Series
(incorporated by reference to Exhibit 4.5 to
Registration Statement on Form S-3 File No. 33-49763)
4.6 Form of Warrant Agreements (including forms of
Warrant Certificates) (incorporated
by reference to Exhibit 4.6 to Registrant's
Registration Statement on Form S-3 File
No. 33-04799)
5 Opinion of Orrick, Herrington & Sutcliffe as to the
validity of the Debt Securities and Warrants
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Ernst & Young LLP
23.2 The consent of Orrick, Herrington & Sutcliffe is
contained in its opinion filed as Exhibit 5 to this
Registration Statement
24 Powers of Attorney
25.1 Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of Harris Trust
and Savings Bank
25.2 Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of First
Interstate Bank, Ltd.
</TABLE>
<PAGE>
EXHIBIT 5
March 30, 1995
Transamerica Finance Corporation
1150 South Olive Street
Los Angeles, California 90015
Re: Transamerica Finance Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3 (the
"Registration Statement") in the form to be filed by Transamerica Finance
Corporation (the "Company") with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of the Company's debt securities (the "Debt Securities")
consisting of Senior Debt Securities (the "Senior Securities") and/or
Subordinated Debt Securities (the "Subordinated Securities") and warrants to
purchase Debt Securities (the "Warrants") in an aggregate amount of up to
approximately $3,000,000,000 or the equivalent thereof in one or more foreign
currencies or composite currencies. The Senior Securities are to be issued
under an Indenture dated as of April 1, 1991 (the "Senior Indenture") between
the Company and Harris Trust and Savings Bank, as Trustee. The Subordinated
Securities are to be issued under an Indenture dated as of April 1, 1991 (the
"Subordinated Indenture"; together with the Senior Indenture, the "Indentures")
between the Company and First Interstate Bank of California, formerly First
Interstate Bank, Ltd., as Trustee. Harris Trust and Savings Bank and First
Interstate Bank of California are collectively referred to herein as the
Trustees. The Warrants are to be issued pursuant to a Warrant Agreement (the
"Warrant Agreement") in the form filed as an exhibit to the Registration
Statement. The Debt Securities and the Warrants are to be issued in the forms
filed as exhibits to the Registration Statement. The Debt Securities and the
Warrants are to be sold from time to time as set forth in the Registration
Statement, the Prospectus contained therein (the "Prospectus") and the
supplements to the Prospectus (the "Prospectus Supplements").
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 and certificates we have reviewed.
Based on such examination, we are of the opinion that:
1. When the issuance of Debt Securities has been duly authorized by
appropriate corporate action and the Debt Securities have been duly
executed, authenticated and delivered in accordance with the related
Indenture and sold as described in the Registration Statement, any
amendment thereto, the Prospectus and any Prospectus Supplement relating
thereto and, in the case of Debt Securities issuable upon exercise of the
Warrants, the Warrant Agreement, the Debt Securities will be legal, valid
and binding obligations of the Company, entitled to the benefits of such
Indenture.
2. When the issuance of the Warrants has been duly authorized by
appropriate corporate action and the Warrants have been duly executed,
authenticated and delivered in accordance with the Warrant Agreement and
sold as described in the Registration Statement, any amendment thereto, the
Prospectus and the Prospectus Supplement relating thereto, the Warrants
will be legal, valid and binding obligations of the Company entitled to the
benefits of the Warrant Agreement.
<PAGE>
Our opinion that any document is legal, valid and binding is qualified as to:
(a) limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium or other laws relating to or
affecting the rights of creditors generally;
(b) general principles of equity, including without limitation concepts
of materiality, reasonableness, good faith and fair dealing, and the
possible unavailability of specific performance or injunctive relief,
regardless of whether such enforceability is considered in a proceeding in
equity or at law.
We hereby consent to the filing of this opinion as an exhibit to the above-
referenced Registration Statement and to the use of our name wherever it
appears in the Registration Statement, the Prospectus, the Prospectus
Supplement, and in any amendment or supplement thereto. In giving such consent,
we do not believe that we are "experts" within the meaning of such term as used
in the Act 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
2
<PAGE>
EXHIBIT 12
TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------
1994 1993 1992 1991 1990
-------- -------- -------- --------- --------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Fixed charges
Interest and debt expense. $485,643 $414,556 $459,518 $ 514,230 $620,626
One-third of rent expense. 22,398 18,266 20,095 20,966 22,460
-------- -------- -------- --------- --------
Total................... $508,041 $432,822 $479,613 $ 535,196 $643,086
======== ======== ======== ========= ========
Earnings:
Income (loss) from con-
tinuing operations before
income taxes, extraordi-
nary loss on early extin-
guishment of debt in 1993
and cumulative effect of
change in accounting for
post employment benefits
other than pensions in
1991..................... $313,793 $218,238 $283,724 $(123,599) $181,104
Fixed charges............. 508,041 432,822 479,613 535,196 643,086
-------- -------- -------- --------- --------
Total................... $821,834 $651,060 $763,337 $ 411,597 $824,190
======== ======== ======== ========= ========
Ratio of earnings to fixed
charges.................... 1.62 1.50 1.59 0.77 1.28
======== ======== ======== ========= ========
</TABLE>
<PAGE>
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-3 to be filed March 31, 1995) and related
Prospectus of Transamerica Finance Corporation for the registration of
$3,000,000,000 of Senior and Subordinated Debt Securities and Warrants to
Purchase Debt Securities and to the incorporation by reference therein of our
report dated February 15, 1995, with respect to the consolidated financial
statements and schedule of Transamerica Finance Corporation included in its
Annual Report (Form 10-K) for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
San Francisco, California
March 29 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
Each of the undersigned hereby constitutes and appoints DAVID H. HAWKINS,
EDWIN C. SUMMERS and RAYMOND A. GOLAN 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 the Registration Statement on
Form S-3 for Transamerica Finance Corporation and any and all amendments
thereto, and to file the same, together with exhibits (including post-effective
amendments) thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto 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
substitute may lawfully do or cause to be done by virtue hereof.
Executed on the 30th day of March, 1995.
David R. Carpenter
-------------------------------------
David R. Carpenter David H. Hawkins
-------------------------------------
Russell T. Charlton David H. Hawkins
-------------------------------------
Russell T. Charlton Frank C. Herringer
-------------------------------------
Kent L. Colwell Frank C. Herringer
-------------------------------------
Kent L. Colwell Robert R. Lindberg
-------------------------------------
Richard H. Finn Robert R. Lindberg
-------------------------------------
Richard H. Finn Allen C. Miech
-------------------------------------
Edgar H. Grubb Allen C. Miech
-------------------------------------
Edgar H. Grubb Steven A. Read
-------------------------------------
Steven A. Read
Charles E. Tingley
-------------------------------------
Charles E. Tingley
<PAGE>
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
Statement of Eligibility
Under the Trust Indenture Act of 1939
of a Corporation Designated to Act as
Trustee
Check if an Application to Determine
Eligibility of a Trustee Pursuant to Section
305(b)(2) _______________
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
Illinois 36-1194448
(State of Incorporation) (I.R.S. Employer Identification No.)
111 West Monroe Street; Chicago, Illinois 60603
(Address of principal executive offices)
Carolyn C. Potter, Harris Trust and Savings Bank,
111 West Monroe Street; Chicago, Illinois, 60603
312-461-2531
(Name, address and telephone number for agent for service)
TRANSAMERICA FINANCE CORPORATION
(Name of obligor)
Delaware 95-1077235
(State of Incorporation) (I.R.S. Employer Identification No.)
1150 South Olive Street
Los Angeles, California 90015
(Address of principal executive offices)
Debt Securities
(Title of indenture securities)
<PAGE>
1. GENERAL INFORMATION. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164 West
Jackson Boulevard, Chicago, Illinois; Federal Deposit Insurance
Corporation, Washington, D.C.; The Board of Governors of the Federal
Reserve System,Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Harris Trust and Savings Bank is authorized to exercise corporate
trust powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee,
describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee is now in effect
which includes the authority of the trustee to commence business and to
exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between Harris
Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which
constitutes the articles of association of the Trustee as now in effect
and includes the authority of the Trustee to commence business and to
exercise corporate trust powers was filed in connection with the
Registration Statement of Louisville Gas and Electric Company, File No.
2-44295, and is incorporated herein by reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in connection
with the Registration Statement of Hillenbrand Industries, Inc., File
No. 33-44086, and is incorporated herein by reference.
3. The consents of the Trustee required by Section 321(b) of the Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or examining
authority.
(included as Exhibit B on page 3 of this statement)
1
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago, and State of Illinois, on the 7th day of March, 1995.
HARRIS TRUST AND SAVINGS BANK
By: /s/ Carolyn C. Potter
--------------------------------
Carolyn C. Potter
Assistant Vice President
EXHIBIT A
The consents of the trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents that
reports of examinations of said trustee by Federal and State authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
HARRIS TRUST AND SAVINGS BANK
By: /s/ Carolyn C. Potter
-------------------------------
Carolyn C. Potter
Assistant Vice President
2
<PAGE>
EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of December 31, 1994, as published in accordance with
a call made by the State Banking Authority and by the Federal Reserve Bank of
the Seventh Reserve District.
[LOGO OF HARRIS BANK APPEARS HERE]
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on December 31, 1994, a state banking institution organized and
operating under the banking laws of this State and a member of the Federal
Reserve System. Published in accordance with a call made by the Commissioner of
Banks and Trust Companies of the State of Illinois and by the Federal Reserve
Bank of this District.
Bank's Transit Number 71000288
<TABLE>
<CAPTION>
THOUSANDS
ASSETS OF DOLLARS
<S> <C> <C>
Cash and balances due from depository
institutions:
Non-interest bearing balances $ 1,226,753
and currency and coin............ $ 732,083
Interest bearing balances.........
Securities:...............................
a. Held-to-maturity securities $ 718,072
b. Available-for-sale securities $ 1,795,896
Federal funds sold and securities
purchased under agreements to resell in
domestic offices of the bank
and of its Edge and Agreement
subsidiaries, and in IBF's:
Federal funds sold................ $ 374,200
Securities purchased under
agreements to resell............. $ 9,831
Loans and lease financing receivables:
Loans and leases, net of
unearned income.................. $ 6,371,039
LESS: Allowance for loan and
lease losses..................... $ 90,492
-------------
Loans and leases, net of
unearned income, allowance,
and reserve
(item 4.a minus 4.b).............. $ 6,280,547
Assets held in trading accounts........... $ 169,830
Premises and fixed assets (including
capitalized leases)...................... $ 136,703
Other real estate owned................... $ 1,780
Investments in unconsolidated
subsidiaries and associated companies.... $ 37
Customer's liability to this bank on
acceptances outstanding.................. $ 69,447
Intangible assets......................... $ 24,851
Other assets.............................. $ 403,300
-------------
TOTAL ASSETS $11,944,330
=============
LIABILITIES
Deposits:
In domestic offices..................... $ 4,529,148
Non-interest bearing.................... $ 2,659,945
Interest bearing........................ $ 1,869,203
In foreign offices, Edge and
Agreement subsidiaries, and IBF's...... $ 2,486,418
Non-interest bearing.................... $ 31,903
Interest bearing........................ $ 2,454,515
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
Federal funds purchased and securities
sold under agreements to repurchase in
domestic offices of the bank and of
its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds purchased......................... $ 1,179,441
Securities sold under agreements to
repurchase..................................... $ 1,643,381
Trading Liabilities $ 149,363
Other borrowed money:.............................
a. With original maturity of one year $ 667,231
or less $ 14,268
b. With original maturity of more than
one year
Bank's liability on acceptances
executed and outstanding $ 69,447
Subordinated notes and debentures................. $ 235,000
Other liabilities................................. $ 240,902
-------------
TOTAL LIABILITIES $11,214,599
=============
EQUITY CAPITAL
Common stock...................................... $ 100,000
Surplus........................................... $ 275,000
a. Undivided profits and capital
reserves...................................... $ 375,032
b. Net unrealized holding gains
(losses) on available-for-sale securities ($20,301)
TOTAL EQUITY CAPITAL $ 729,731
Total liabilities, limited-life
preferred stock, and equity capital.............. $11,944,330
=============
</TABLE>
I, Paul Skubic, Controller of the above-named bank, do hereby declare that
this Report of Condition has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true to
the best of my knowledge and belief.
PAUL SKUBIC
1/27/95
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and, to the best of our
knowledge and belief, has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and the
Commissioner of Banks and Trust Companies of the State of Illinois and is true
and correct.
DONALD S. HUNT,
RICHARD E. TERRY,
JAMES J. GLASSER,
Directors.
4
<PAGE>
Exhibit 25.2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2) _______________
FIRST INTERSTATE BANK OF CALIFORNIA
(Exact name of trustee as specified in its charter)
California 95-0593085
(Jurisdiction of Incorporation (I.R.S. Employer
or organization Identification No.)
if not a U.S. national bank)
707 WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA 90017
(Address of principal executive offices) (Zip Code)
William Souza, First Interstate Bancorp General Counsel
633 West Fifth Street, Los Angeles, California 90071 (213) 614-3337
(Name address and telephone number of agent for service)
---------------------
TRANSAMERICA FINANCE CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 95-1077235
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1150 South Olive Street, Los Angeles, CA 90015
(Address of principal executive offices) (Zip Code)
SUBORDINATED DEBT SECURITIES
(Title of the indenture securities)
<PAGE>
FORM T-1
--------
Item 1. GENERAL INFORMATION. Furnish the following information as to the
Trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
STATE BANKING DEPARTMENT
235 Montgomery Street, San Francisco, California 94104
FEDERAL RESERVE BANK OF SAN FRANCISCO
101 Market Street, San Francisco, California 94105
FEDERAL DEPOSIT INSURANCE CORPORATION
Washington, D.C. 20429
(b) Whether it is authorized to exercise corporate trust
powers.
Trustee is authorized to exercise corporate trust
powers.
Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the
Trustee, describe each such affiliation.
No such affiliation.
Item 3 through Item 15. Not applicable.
Item 16. LIST OF EXHIBITS.
*EXHIBIT 1. A copy of the Restated Articles of Incorporation of the
Trustee as presently in effect (incorporated by reference to Exhibit T-1A
on Form T-1, Securities and Exchange Commission File No. 2-91947).
*EXHIBIT 2. A copy of the certificate of the Superintendent of
Banks, State of California, authorizing First Interstate bank of
California to commence business of banking (incorporated by reference to
Exhibit T-1a(b) on Form T-1, Securities and Exchange Commission File No.
2-41187).
*EXHIBIT 3. A copy of the certificate of the Superintendent of
Banks, State of California, authorizing First Interstate Bank of
California to transact trust banking business (incorporated by reference
to Exhibit T-1A(b) on Form T-1, Securities and Exchange Commission File
No. 2-41187).
-1-
<PAGE>
A copy of the Certificate as to Merger of First Western Bank and Trust
Company, San Francisco, California, into California Bank, Los Angeles,
California (United California Bank after said Merger), and as to Purchase by
First Western Bank and Trust Company, Los Angeles, California (New Bank)
from said United California Bank of the Business of Certain Branches of the
Former First Western Bank and Trust Company, San Francisco, California
(incorporated by reference to Exhibit T-1A(c) on Form T-1, Securities and
Exchange Commission File No. 2-41187).
EXHIBIT 4. The By-Laws of the Trustee as presently in effect.
*EXHIBIT 6. The consent of the Trustee required by Section 321(b)
of the Trust Indenture Act of 1939 (incorporated by reference to Exhibit
6 on Form T-1, Securities and Exchange Commission File No. 2-41187).
EXHIBIT 7. A copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its supervising or
examining authority.
* Exhibits thus designated are incorporated herein by reference. These
exhibits were previously filed by the Trustee with the Securities and
Exchange Commission and are incorporated with the same respective
designations in this statement by specific reference thereto.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
First Interstate Bank of California, a corporation organized and existing under
the laws of the state of California, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Los Angeles, State of California, on March 10,
1995.
FIRST INTERSTATE BANK OF CALIFORNIA
By: /s/ Lisa Mason
-------------------------------
Lisa Mason
Assistant Vice President
-3-
<PAGE>
B Y - L A W S
OF
FIRST INTERSTATE BANK OF CALIFORNIA
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. SHAREHOLDERS' ANNUAL MEETING: Annual meetings of Shareholders shall
----------------------------------------
be held at the First Interstate World Center, 633 West Fifth Street, Los
Angeles, California, or at such other California location as the shareholders or
this Board shall direct. Annual meetings shall take place at one-fifteen on the
third Monday in April of each year, if not a legal holiday, and if a legal
holiday, then on the next succeeding day not a legal holiday.
Section 2. NOTICE OF SHAREHOLDERS' ANNUAL MEETING: The notice of the annual
-------------------------------------------------
meeting of the Shareholders shall be given by the Secretary, or in the event of
his absence, refusal or failure to act, by an Assistant Secretary, or a
Secretary Pro Tem appointed for that purpose by the Chairman of the Board, the
President, or by any Vice President, or by the Executive Committee. Said notice
shall be given in the manner and for the time required by law.
Section 3. SPECIAL SHAREHOLDERS' MEETINGS: Special meetings of the shareholders
-----------------------------------------
shall be held at the principal executive office of the Corporation and may be
called by order of the Chairman of the Board, the President, or by the Board of
Directors, or at the request of the holders at the meeting which represent not
less than one-tenth in amount of the shares of the capital stock of the
Corporation issued and outstanding. Notice of special meetings of the
shareholders shall be given by the Secretary, or in the case of his absence,
refusal, or failure to act, by an Assistant Secretary, or Secretary Pro Tem
appointed for that purpose by the Chairman of the Board, the President, or by
any Vice President, or by the Executive Committee; such notice shall be given by
mailing through the United States mails, postage prepaid, a written or printed
notice thereof stating the time, place and general nature of the business to be
transacted at the meeting, addressed to each shareholder of record entitled to
vote at such meeting at the address of such shareholder appearing on the books
of the Corporation, or given by the shareholder to the Corporation for the
purpose of notice, or if no such address appears or is given, at the place where
the principal executive office of the Corporation is located. Said notice shall
be mailed by placing the same in any regular place of deposit for United States
mail not less than ten (10) nor more than sixty (60) days before the day on
which the meeting is to be held.
Section 4. ADJOURNMENT OF SHAREHOLDERS' MEETINGS: Any meeting of the
------------------------------------------------
shareholders may be adjourned from time to time by the vote of a majority of the
shares, the Sholders of which are either present in person or represented by
proxy.
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<PAGE>
ARTICLE II
MEETINGS OF DIRECTORS
Section 1. ANNUAL MEETING: The Board of Directors shall meet for the purpose
--------------------------
of organization, the election of officers, and the transaction of other
business, immediately after each annual election of directors on the same day on
which the shareholders' meeting at which they have been elected has been held.
Notice of such meeting need not be given.
Section 2. REGULAR MEETINGS OF DIRECTORS: The regular meetings of the Board
----------------------------------------
shall be held at least once each calendar quarter at such hour and on such day
during such month as shall from time to time be fixed by standing resolution of
the Board, except during the month of April when the annual meeting shall
constitute the regular meeting and shall be held immediately after the annual
election of directors. In the event that the day fixed for a regular meeting of
directors shall fall on a legal holiday, then such regular meeting shall be held
at the same hour upon such day as the Board of Directors may previously
designate by resolution, and if no such day be designated, the said meeting
shall be held on the next succeeding day not a holiday. No notice of regular
meetings of directors is required.
Section 3. SPECIAL MEETINGS OF THE DIRECTORS: Special meetings of the Board may
--------------------------------------------
be called by the Chairman of the Board, the President, the Secretary or any two
(2) directors. Notice of special meetings of the Board shall state the time and
place of the meeting but need not state the purpose thereof. Such notice may be
in writing and shall be sufficient if given by United States mail, telegraph,
personal service or by telephone; if by mail then the notice shall be deposited,
postage prepaid, in any regular place of deposit for United States mail in the
City of Los Angeles at least four (4) days before the time of the meeting,
addressed to the director at his last post office address as known to the
officer giving the notice; if by telegraph then the telegram containing the
notice shall be delivered to a telegraph office in the City of Los Angeles,
transmission charges prepaid, at least twenty-four (24) hours before the time of
the meeting, addressed to the director at his last post office address as known
to the officer giving the notice; if by personal service or by telephonic means
at least twenty-four (24) hours before the time of the meeting. A record of
such notice, by whom given and the manner in which given shall be entered upon
the minutes of any special meeting of the Board, and the said minutes on being
read and approved at any subsequent meeting of the Board shall be presumptive
upon the question of service. The attendance of any director at any meeting of
the Board, without protest of lack of notice to him, either prior to or at the
commencement of the meeting shall constitute a waiver of any such notice. A
director may execute a waiver of notice of any meeting of the Board either
before or after such meeting.
Section 4. PLACE AND TIME OF MEETINGS OF DIRECTORS: Regular meetings of the
--------------------------------------------------
Board shall be held without call or notice at such time and place as shall from
time to time be fixed by standing resolution of the Board. Special meetings of
the Board shall be held at the time and place stated in the notice of such
meeting.
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<PAGE>
Section 5. ACTION WITHOUT MEETING: Any action by the Board may be taken
----------------------------------
without a meeting if all members of the Board shall individually or collectively
consent in writing to such action. Such written consent or consents shall be
filed with the minutes of the proceedings of the Board.
Section 6. TELEPHONIC MEETINGS: A meeting of the Board of Directors or of any
-------------------------------
Committee thereof may be held through the use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another. Participation in such a meeting shall constitute presence
at such meeting.
ARTICLE III
DIRECTORS
Section 1. Wherever in these By-Laws the term "BOARD" is used, the same is
---------
intended to designate the Board of Directors of the Corporation. Subject to
limitations of the Articles of Incorporation, of these By-Laws, of the
California General Corporation Law, and of the California Financial Code as to
action to be authorized or approved by the shareholders, and subject to the
duties of Directors as prescribed by these By-Laws, all corporate powers shall
be exercised by or subject to the direction of, and business and affairs of the
Corporation shall be managed by or under the direction of, the Board. Without
prejudice to such general powers, but subject to the same limitations, it is
hereby expressly declared that the Board shall have the following powers:
a. To control the election, the appointment, the authority, responsibility
and the qualifications of all persons in charge of the business and the
affairs of the Corporation.
b. To cause to be kept a record of all their meetings and proceedings and
of all the meetings of the shareholders, and to cause to be presented at
the annual meeting of the shareholders a statement showing the assets
and liabilities of the Corporation.
c. To require from the officers and from other persons in charge of the
business and affairs of the Corporation respectively, such bond or
security as it may see fit for the faithful performance of their duties.
d. To appoint such committees and members thereof as it may deem proper and
to define the powers and duties of such committees, and to determine
their compensation.
e. Make any distribution to its shareholders at a rate or in a periodic
amount or within a price range as it may deem proper and in a manner
provided by law.
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<PAGE>
f. To cause to be issued to the shareholders, in proportion to their
several interests, certificates of stock not to exceed in the aggregate
the authorized capital.
g. To fix by general and uniform resolution or resolutions the compensation
of each director for serving as director and to make such changes
therein from time to time as it may deem proper.
Section 2. The authorized number of Directors of this Corporation shall not be
---------
less than eight (8) nor more than fifteen (15). The exact number of Directors
shall be fixed, within these limits, by approval of the Board of Directors or
the Shareholders, within the limits and in the manner prescribed by law.
ARTICLE IV
OFFICERS
Section 1. NUMBER AND TITLES: The Corporation shall have (a) a Chairman of the
-----------------------------
Board, (b) a President, and (c) a Secretary. The Corporation may also have one
or more Vice Chairmen, one or more Executive Vice Presidents, one or more Senior
Vice Presidents, one or more Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Cashiers, one or more Assistant Secretaries, a
General Counsel, one or more Assistant General Counsel, one or more Managing
Counsel, one or more Senior Counsel, one or more Counsel, one of more Assistant
Counsel, two or more Trust Officers of whom one or more may be designated Senior
Trust Officer, a General Auditor, one or more Audit Officers, a Chief Financial
Officer, a Comptroller, one or more Financial Analysis Officers, one or more
Accounting Officers, one or more Managers, one or more Assistant Managers, one
or more Operations Officers, one or more Corporate Banking Officers, one or more
Banking Officers, and one or more International Banking Officers.
There may also be such other officers as may from time to time be designated by
resolution of the Board of Directors.
Section 2. APPOINTMENT AND TERM OF OFFICE: The Chairman of the Board, the
-----------------------------------------
President, the Vice Chairmen, the Executive Vice Presidents, the Senior Vice
Presidents, the Secretary, the General Counsel, the Assistant General Counsel,
the Senior Trust Officers, the General Auditor, the Chief Financial Officer and
the Comptroller shall be chosen by the Board at the first meeting after the
election of the Board and shall hold office at the pleasure of the Board. The
Board may also appoint such officers from time to time at any regular or special
meeting of the Board. All other officers designated by resolution of the Board
as provided in Section 1, may be appointed by the Chairman of the Board or the
President. All persons authorized to sign on behalf of the Corporation, other
than officers, may be appointed by the Chairman of the Board, or the President.
4
<PAGE>
Section 3. CHAIRMAN OF THE BOARD: The Chairman of the Board shall preside at
---------------------------------
all meetings of the shareholders and all meetings of the Board and of the
Executive Committee. He shall be the chief executive officer of the Corporation
with general executive supervision of its business and affairs. He shall act as
Chairman of all committees of which he is a member, except as may be provided in
the resolution or order appointing such committee or committees. In the absence
or disability of the Chairman of the Board, the following officers in the
following order shall act in his stead: the President, an officer designated by
the Chairman of the Board, an officer designated by the Board of Directors or
Executive Committee. In the absence or disability of the Chairman of the Board,
the President, and all officers so designated, if any, the Board of Directors
shall elect a temporary Chairman of the Board to act during such absence or
disability of said officers. The Chairman of the Board shall at all times have
on file with the Secretary his written designation of the officer from time to
time so designated by him to act as the chief executive officer in his absence
or disability and in the absence or disability of the President.
Section 4. PRESIDENT: The President shall have such powers and duties as may
---------------------
be prescribed by these By-Laws, the Board, the Executive Committee or the
Chairman of the Board. Subject to the authority of the Chairman of the Board,
the President shall have general executive supervision of the business and
affairs of the Corporation and shall be senior in authority to all officers
other than the Chairman of the Board. In the absence or disability of the
Chairman of the Board, the President shall exercise the powers and perform the
duties of the Chairman of the Board.
Section 5. VICE CHAIRMEN: The Vice Chairmen shall perform the duties imposed
-------------------------
upon them by the By-Laws, the Board of Directors, the Executive Committee, the
Chairman of the Board or the President.
Section 6. EXECUTIVE VICE PRESIDENTS: The Executive Vice Presidents shall
-------------------------------------
perform the duties imposed upon them by the By-Laws, the Board, the Executive
Committee, the Chairman of the Board or the President.
Section 7. SENIOR VICE PRESIDENTS: The Senior Vice Presidents shall perform
----------------------------------
the duties imposed upon them by the By-Laws, the Board, the Executive Committee,
the Chairman of the Board or the President.
Section 8. SECRETARY: The Secretary shall keep full and complete minutes of
---------------------
each meeting of the Board, of the Executive Committee and of the shareholders
and give notice, as required, of all such meetings. He shall maintain custody
of and keep such other records of the Corporation as are required by the Board
and, generally, perform all duties which pertain to his office and which are
required by the Board.
5
<PAGE>
Section 9. GENERAL AUDITOR: The General Auditor shall be responsible to the
---------------------------
Board, through the Audit Committee, for the systems of internal audit and for
testing and evaluating the systems of protective controls. The office of the
General Auditor shall make such examinations and reports as the General Auditor
deems advisable or as may be required by the Audit Committee. The General
Auditor shall have the duty to report to the Chairman of the Board on all
matters concerning which the General Auditor deems advisable or which the
Chairman of the Board may request and shall perform such other duties as the
Chairman of the Board may prescribe. Additionally, the General Auditor shall
have the duty of reporting independently of all officers of the Corporation to
the Audit Committee at least quarterly on all matters concerning which the
General Auditor deems advisable or which the Audit Committee may request.
Section 10. CHIEF FINANCIAL OFFICER: The Chief Financial Officer shall keep
------------------------------------
and maintain, or cause to be kept and maintained, adequate and correct accounts
of the properties and business transactions of the Corporation, including
accounts of its assets, liabilities, receipts, disbursements, gains, losses,
capital, surplus and shares. He shall be responsible for all the money, funds
and valuables belonging to the Corporation. He shall deposit all money and
other valuables in the name of and to the credit of the Corporation with such
depositories as are authorized by law. He shall render to the Chairman of the
Board, the President and Board, whenever they request it, an account of all of
his transactions as Chief Financial Officer and of the financial condition of
the Corporation, and shall have such other powers and perform such other duties
as are prescribed by the Board, the Executive Committee, the By-Laws, the
Chairman of the Board or the President.
Section 11. OTHER OFFICERS: Each other officer shall have such authority and
---------------------------
perform such duties as are prescribed by the By-Laws, the Board, the Executive
Committee, the Chairman of the Board or the President.
ARTICLE V
COMMITTEES OF THE BOARD OF DIRECTORS
Section 1. EXECUTIVE COMMITTEE: There shall be an Executive Committee
-------------------------------
consisting of the Chairman of the Board, the President and at least three non-
officer directors to be appointed for respective terms to be fixed by the Board.
A majority of the members of the Committee shall constitute a quorum for the
transaction of business. The Board may from time to time appoint an additional
director or directors as an alternate member or members of the Committee to
serve only at a meeting if there otherwise may not be a quorum present at such
meeting. The alternate member or members so appointed shall act in the place
and stead of any regular member or members who may be absent from such meeting.
6
<PAGE>
The Executive Committee shall have all of the powers and authority of the Board
in the management of the business and affairs of the Corporation during the
intervals between meetings of the Board, except the power to declare dividends
and to adopt, amend or repeal By-Laws or as otherwise prohibited by law. The
Executive Committee may establish and appoint such other committees not
otherwise provided for by these By-Laws or the Board of Directors as it may deem
advisable and may prescribe the powers and duties of such committees.
The Chairman of the Board or a member of the Committee designated by the
Chairman of the Board, shall preside over meetings of the Committee. Meetings
of the Committee may be held at the call of the Chairman of the Board or the
President or any two other members of the Committee at the time and place stated
in the notice of such meeting.
The transactions of any meetings of the Executive Committee however called or
noticed or wherever held shall be as valid as though had at a meeting duly held
after the regular call and notice, if a quorum be present and if, either before
or after the meeting each of the members of the Committee not present sign a
written waiver of notice or a consent to the holding of such meeting or an
approval of the minutes thereof. All such waivers, consents or approvals shall
be filed with the records of the Committee or made a part of the minutes of the
meeting.
Section 2. OTHER COMMITTEES: The Board of Directors may designate one or more
----------------------------
committees from time to time, each consisting of two or more directors to serve
at the pleasure of the Board. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. Any such committee, to the extent
provided in the resolution of the Board of Directors shall have all the
authority of the Board, except with respect to:
a. The approval of any action for which shareholder approval is also
required.
b. The filling of vacancies on the Board or in any Committee.
c. The fixing of compensation of the directors for serving on the Board or
on any committee.
d. The amendment or repeal of By-Laws or the adoption of new By-Laws.
e. The amendment or repeal of any resolution of the Board which by its
express terms is not so amendable or repealable.
f. A distribution to the shareholders of the corporation as defined in
Section 166 of the California Corporations Code, except at a rate or in
a periodic amount or within a price range determined by the Board.
7
<PAGE>
g. The appointment of other committees of the Board or the members thereof.
h. The approval of any action for which the entire Board is required.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
(a) Indemnification of Directors, Officers and Employees. Each person who was
---------------------------------------------------------
or is a party or is threatened to be made a party or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director, officer or employee of the Corporation, or of any
predecessor corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or other agent of another corporation or of a
partnership, joint venture, trust or other enterprise (including service with
respect to employee benefit plans), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer or employee or in
any other capacity while serving as a director, officer or employee, shall be
indemnified and held harmless by the Corporation to the fullest extent
permissible under California law and the Corporation's Articles of
Incorporation, against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) actually and reasonably incurred or suffered by such person in
connection therewith. Such indemnification shall continue as to a person who
has ceased to be a director, officer or employee and shall inure to the benefit
of his or her heirs, executors and administrators. Notwithstanding the
foregoing, the Corporation shall indemnify any such person in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Article shall include the right
to be paid by the Corporation the expenses incurred in defending any proceeding
in advance of final disposition to the fullest extent permitted by law;
provided, however, that the payment under this Article of such expenses in
advance of the final disposition of a proceeding may be conditioned upon the
delivery to the Corporation of such undertakings by or on behalf of such
director, officer or employee to repay all amounts so advanced as may be
required or permitted by law.
(b) Exclusions. Notwithstanding the foregoing or any other provisions under
---------------
this Article, the Corporation shall not be liable under this Article to
indemnify a director, officer or employee against, or make any advances or other
payments in connection with, any proceeding against a director, officer or
employee based upon, arising out of, resulting from, relating to or in
consequence of (1) transactions or activities in which such person gained or
sought to gain, any improper personal profit or advantage, or (2) the
intentional misconduct of such person which such person knew, or reasonably
should have known, would violate the law or any policy of the Corporation or (3)
the knowing fraud or deliberately dishonest actions of such person.
8
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(c) Successful Defense. To the extent that a director, officer or employee has
-----------------------
been successful on the merits in defense of any proceeding referred to in
paragraph (a) or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.
(d) Non-Exclusivity of Rights. The right to indemnification provided by this
------------------------------
Article shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, by-law, agreement, vote of shareholders or
disinterested directors, or otherwise.
ARTICLE VII
CERTIFICATE OF STOCK
Certificates for shares of the capital stock of the Corporation shall be of such
form as the Board may prescribe and shall be signed by the President or a Vice
President and the Secretary or an Assistant Secretary, or be authenticated by
facsimiles of the signatures of the President and the Secretary, or by a
facsimile of the signature of the President and the written signature of the
Secretary or an Assistant Secretary. Every certificate authenticated by a
facsimile of a signature must be countersigned by a transfer agent or transfer
clerk, and be registered by an incorporated bank or trust company as registrar
of transfers, before issuance.
ARTICLE VIII
TRANSFER OF STOCK
Section 1. Shares of the capital stock of the Corporation may be transferred by
---------
the holders thereof, or by attorney legally constituted, or by their legal
representatives, by endorsement on the certificates of stock, but no such
transfer shall be valid until the certificate is surrendered and acknowledgment
made on the books of the Corporation.
Section 2. No new certificates shall be issued for the surrendered certificates
---------
unless the surrendered certificates have been duly canceled. If a certificate
shall be lost or destroyed, the Board or the Executive Committee may order a new
certificate in lieu thereof issued upon such guaranty or indemnity of the person
claiming the same as the Board or the Executive Committee may deem proper and
satisfactory.
Section 3. The Board may fix a time in the future as a record date for the
---------
determination of the shareholders entitled to notice of and to vote at any
meeting of shareholders or entitled to receive any dividend or distribution, or
any allotment of rights, or to exercise rights in respect to any change,
conversion, or exchange of shares. The record date so fixed shall be not more
than sixty (60) nor less than ten (10) days prior to the date of the meeting or
event for the purposes of which it is fixed. When a record date is so fixed,
only shareholders of record on that date are entitled to notice of and to vote
at the meeting or to receive the dividend, distribution, or
9
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allotment of rights, or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation after
the record date. At any meeting of shareholders as to which the Board has not
fixed a record date for the determination of the shareholders entitled to notice
of and to vote at such meeting, only shareholders of record at the close of
business on the business day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held shall be entitled to vote thereat.
ARTICLE IX
DEPOSITS
Section 1. All deposits made by the shareholders shall be entitled to the same
---------
rights, privileges and benefits as those of other depositors.
ARTICLE X
SEAL
Section 1. The seal of the Corporation shall be in such form as the Board may
---------
prescribe. In the execution on behalf of this Corporation of any instrument,
document, writing, notice or paper it shall not be necessary to affix the
corporate seal of this Corporation thereon, and any such instrument, document,
writing, notice or paper when executed without said seal affixed thereon shall
be of the same force and effect and as binding on this Corporation as if said
corporate seal had been affixed thereon in each instance. Said seal, if
required, may be affixed, imprinted or reproduced by facsimile on any instrument
or document, including certificates for shares of the stock of this Corporation.
ARTICLE XI
AMENDMENT TO BY-LAWS
Section 1. Subject to the right of shareholders to adopt, amend or repeal By-
---------
Laws, as provided in Section 211 of the Corporations Code of California, By-Laws
may be adopted, amended or repealed by the Board, except that a By-Law or
amendment thereof changing the authorized number of directors may be adopted,
amended or repealed by the Board only pursuant to Section 212 of said
Corporations Code.
I, Lisa Mason, Assistant Vice President of FIRST INTERSTATE BANK OF CALIFORNIA,
a California corporation, hereby certify that the foregoing eleven (11) pages
represent a full, true and correct copy of the Code of By-Laws of First
Interstate Bank of California as amended, and that the same is in full force and
effect as of April 26, 1994.
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WITNESS my hand and the seal of said Corporation this 10th day of March, 1995.
/s/ Lisa Mason
--------------------------------
Assistant Vice President
of
FIRST INTERSTATE BANK OF CALIFORNIA
BYLAWS
11
<PAGE>
First Interstate Bank of California Call Date: 09/30/94 ST-BK: 66-6 FFIEC: 031
1200 W. 7th St. Page RC-1
Los Angeles, CA 90017 Vendor ID: D Cert: 01226
11
Transit Number: 12200021
Consolidated Report of Condition for Insured Commercial and State-Chartered
Savings Banks for September 30, 1994
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC - Balance Sheet
<TABLE>
<CAPTION>
C400 -
Dollar Amounts in Thousands
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
1. Cash and balances due from depository
institutions (from Schedule RC-A): RCFD
----
a. Noninterest-bearing balances and
currency and coin/1/ 0081 3,037,154 1.a
b. Interest-bearing balances/2/ 0071 56,035 1.b
2. Securities
a. Held-to-maturity securities (from
Schedule RC-B, column A) 1754 6,757,550 2.a
b. Available-for-sale securities(from
Schedule RC-B, column D) 1773 39,018 2.b
3. Federal funds sold and securities
purchased under agreements to resell in
domestic offices of the bank and of
its Edge and Agreement subsidiaries,
and in IBF's:
a. Federal funds sold 0276 1,084,250 3.a
b. Securities purchased under agreements
to resell 0277 0 3.b
4. Loans and Lease financing receivables:
a. Loans and Leases, net of unearned
income RCFD
----
(from Schedule RC-C) 2122 11,315,612 4.a
b. LESS: Allowance for Loans and Lease
losses 3123 322,444 4.b
c. LESS: Allocated transfer risk reserve 3128 0 4.c
d. Loans and Leases, net of unearned
income, allowance, and reserve
Item 4.a minus 4.b and 4.c) 2125 10,993,168 4.d
5. Assets held in trading accounts 3545 2,100 5.
6. Premises and fixed assets (including
capitalized leases) 2145 361,652 6.
7. Other real estate owned (from Schedule
RC-M) 2150 53,247 7.
8. Investments in unconsolidated
subsidiaries and associated companies
(from Schedule RC-M) 2130 12,291 8.
9. Customers' liability to this bank on
acceptances outstanding 2155 8,894 9.
10. Intangible assets (from Schedule RC-M) 2143 78,167 10.
11. Other assets (from Schedule RC-F) 2160 519,499 11.
12. Total assets (sum of items 1 through 11) 2170 23,003,025 12.
</TABLE>
---------------
/1/ Includes cash items in process of collection and unposted debits.
/2/ Includes time certificates of deposit not held in trading accounts.
<PAGE>
First Interstate Bank of California Call Date: 09/30/94 ST-BK: 66-6 FFIEC: 031
1200 W. 7th St. Page RC-2
Los Angeles, CA 90017 Vendor ID: D Cert: 01226
12
Transit Number: 12200021
Schedule RC - Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of RCON
columns A and C ----
from Schedule RC-E, Part I) 2200 20,580,485 13.a
(1) Noninterest-bearing(1) 6631 9,394,501 13.a.1
(2) Interest-bearing 6636 11,185,984 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, RCFN
and ----
IBFs (from Schedule RC-E, part II) 2200 91,077 13.b
(1) Noninterest-bearing 6631 0 13.b.1
(2) Interest-bearing 6636 91,077 13.b.2
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of its Edge
and Agreement subsidiaries, and in IBFs: RCFD
----
a. Federal funds purchased 0278 84,697 14.a
b. Securities sold under agreements to repurchase 0279 7,260 14.b
15. a. Demand notes issued to the RCON
----
U.S. Treasury 2840 0 15.a
RCFD
----
b. Trading Liabilities 3548 0 15.b
16. Other borrowed money:
a. With original maturity of one year or less 2332 14,879 16.a
b. With original maturity of more than one year 2333 0 16.b
17. Mortgage indebtedness and obligations under capitalized
Leases 2910 90,547 17.
18. Bank's Liability on acceptances executed and outstanding 2920 8,894 18.
19. Subordinated notes and debentures 3200 0 19.
20. Other Liabilities (from Schedule RC-G) 2930 318,746 20.
21. Total Liabilities (sum of items 13 through 20) 2948 21,196,585 21.
22. Limited-Life preferred stock and related surplus 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 3838 0 23.
24. Common stock 3230 428,182 24.
25. Surplus (excluded all surplus related to preferred stock) 3839 558,948 25.
26. a. Undivided profits and capital reserve 3632 818,599 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities 8434 0 711 26.b
27. Cumulative foreign currency translation adjustments 3284 0 27.
28. Total equity capital (sum of items 23 through 27) 3210 1,806,440 28.
29. Total Liabilities, Limited-Life preferred stock,
and equity capital (sum of items 21, 22, and 28) 3300 23,003,025 29.
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
<PAGE>
1. Indicate in the box at the right the number of the
statement below that best describes the most
comprehensive level of auditing work performed for the bank
by Independent external auditors as of any type during 1993
1=Independent audit of the bank conducted in accordance
with generally accepted auditing standards by a certified
public accounting firm which submits a report on the bank
2=Independent audit of the bank's parent holding company
conducted in accordance with generally accepted auditing
standards by a certified public accountant firm which
submits a report on the consolidated holding company (but
not on the bank separately)
3=Directors' examination of the bank conducted in accordance
with generally accepted auditing standards by a certified
public accounting firm (may be required by state charter-
ing authority)
RFCD NUMBER
6724 N/A M.1
4=Director's examination of the bank performed by other
external auditors (may be required by state chartering
authority)
5=Review of the bank's financial statements by external
auditors
6=Compilation of the bank's financial statements by
external auditors
7=Other audit procedures (excluding tax preparation work)
8=No External audit work
_____________
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
