<PAGE> 1
PROSPECTUS SUPPLEMENT
(To Prospectus Dated August 20, 1991)
$100,000,000
TRANSAMERICA FINANCE CORPORATION (LOGO)
6 3/4% SUBORDINATED NOTES DUE JUNE 1, 2000
Interest on the Notes is payable on June 1 and December 1 of
each year, commencing December 1, 1995. The Notes will not be
redeemable prior to maturity. See "Description of Notes".
The Notes will be subordinated and junior in right of payment to
all Senior Indebtedness of the Company. See "Description of
Notes--Subordination".
The Notes will be represented by one or more Global Notes
(collectively, the "Global Note") registered in the name of a
nominee of The Depository Trust Company, as Depositary.
Beneficial interests in the Global Note will be shown on, and
transfers thereof will be effected only through, records
maintained by the Depositary and its Participants. Except as
described in "Description of Notes--Book-Entry System", owners
of beneficial interests in the Global Note will not be entitled
to receive Notes in definitive form and will not be considered
the owners or Holders thereof. Settlement for the Notes will be
made in immediately available funds. So long as the Global Note
is registered in the name of the Depositary or its nominee, the
Global Note will trade in the Depositary's Same-Day Funds
Settlement System and secondary market trading activity in the
Notes will therefore settle in immediately available funds. See
"Description of Notes--Same Day Settlement and Payment".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) COMPANY(1)(3)
<S> <C> <C> <C>
Per Note.................... 100.00% .50% 99.50%
Total....................... $100,000,000 $500,000 $99,500,000
----------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, from June 1, 1995.
(2) The Company has agreed to indemnify the Underwriter against
certain liabilities, including liabilities under the
Securities Act of 1933.
(3) Before deducting expenses payable by the Company estimated
to be $150,000.
The Notes are offered subject to receipt and acceptance by the
Underwriter, to prior sale and to the Underwriter's right to
reject any order in whole or in part and to withdraw, cancel or
modify the offer without notice. It is expected that delivery of
the Notes will be made through the facilities of The Depository
Trust Company on or about June 1, 1995.
- ----------------------------
SALOMON BROTHERS INC
----------------------------------------------------------------
The date of this Prospectus Supplement is May 24, 1995.
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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.
S-2
<PAGE> 3
SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION
The following summary of consolidated financial information of the Company
and its subsidiaries should be read in conjunction with the detailed information
and consolidated financial statements and notes thereto included in the
documents described under "Information Incorporated by Reference" in the
Prospectus. The unaudited interim consolidated financial information reflects
all adjustments consisting of normal accruals, which are in the opinion of the
Company, necessary for a fair presentation of the results of operations for the
interim periods presented. Results for interim periods are not necessarily
indicative of the results for the entire year.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
-------------------------------------------------------------- -------------------
1990 1991 1992 1993 1994 1994 1995
---------- ---------- ---------- ---------- ---------- -------- --------
(DOLLAR AMOUNTS IN THOUSANDS) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Total revenues.................... $1,557,344 $1,402,417 $1,430,883 $1,392,126 $1,677,827 $359,977 $452,532
Interest and debt expense......... 620,626 514,230 459,518 414,556 485,643 101,926 146,671
Depreciation on equipment held for
lease........................... 87,111 91,138 98,789 102,538 197,295 32,617 56,937
Salaries and other operating ex-
penses.......................... 501,642 492,019 504,037 512,652 582,025 133,161 144,355
Provision for losses on
receivables..................... 166,861 287,404 84,815 94,142 99,071 23,154 25,505
Provision for losses on assets
held for sale................... -- 141,225 -- 50,000 -- -- --
---------- ---------- ---------- ---------- ---------- -------- --------
Income (loss) before income taxes,
extraordinary item and
cumulative effect of accounting
change.......................... 181,104 (123,599) 283,724 218,238 313,793 69,119 79,064
Income taxes (benefit)............ 62,420 (30,088) 121,052 95,357 125,551 28,339 32,177
---------- ---------- ---------- ---------- ---------- -------- --------
Income (loss) before extraordinary
item and cumulative effect of
accounting change............... 118,684 (93,511) 162,672 122,881 188,242 40,780 46,887
Extraordinary loss on early extin-
guishment of debt, net of
applicable income tax benefit of
$11,447......................... -- -- -- (23,084) -- -- --
Cumulative effect of change in ac-
counting for post employment
benefits other than pensions,
net of applicable income tax
benefit of $5,602............... -- (10,875) -- -- -- -- --
---------- ---------- ---------- ---------- ---------- -------- --------
Net income (loss)................. $ 118,684 $ (104,386) $ 162,672 $ 99,797 $ 188,242 $ 40,780 $ 46,887
========== ========== ========== ========== ========== ======== ========
Ratio of earnings to fixed
charges-- Note A................ 1.28 0.77 1.59 1.50 1.62 1.65 1.53
</TABLE>
NOTE A. 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.
USE OF PROCEEDS
Agreements relating to a portion of the Company's outstanding debt require
the Company to maintain a minimum ratio of the sum of net worth and subordinated
debt to debt, calculated in accordance with such agreements. The Company is
issuing the Notes in light of this requirement, as well as for the reasons
described under "Application of Proceeds" in the accompanying Prospectus.
S-3
<PAGE> 4
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes supplements
the description of the general terms and provisions of the Subordinated
Securities set forth in the accompanying Prospectus, to which reference is
hereby made.
GENERAL
The Notes will be issued as a separate series of Subordinated Securities
under an indenture dated as of April 1, 1991 (the "Indenture") between the
Company and First Interstate Bank of California, formerly First Interstate Bank,
Ltd., as trustee (the "Trustee"). The Notes will be limited to $100,000,000
aggregate principal amount and are issuable in fully registered form only, in
denominations of $1,000 and integral multiples thereof. The Notes will mature on
June 1, 2000.
Interest on the Notes will accrue from June 1, 1995 at the rate of 6 3/4%
per annum, payable semi-annually on June 1 and December 1, commencing December
1, 1995 and at maturity (each an "Interest Payment Date"), to the persons in
whose names the Notes are registered at the close of business on the May 15 or
November 15 next preceding the Interest Payment Date. Principal of and interest
on the Notes will be payable at the Corporate Trust Office of the Trustee in Los
Angeles, California or at the office or agency of the Company maintained for
such purposes in the Borough of Manhattan, the City of New York, provided that
payment of interest may be made at the option of the Company by check mailed on
any Interest Payment Date to the registered holders at the close of business on
the May 15 or November 15 next preceding such Interest Payment Date. See "Book-
Entry System" and "Same-Day Settlement and Payment".
REDEMPTION
The Notes will not be redeemable by the Company prior to maturity.
SUBORDINATION
The Notes will be subordinate and junior in right of payment to all Senior
Indebtedness of the Company. See "Description of Debt
Securities--Subordination--Subordinated Securities" in the Prospectus. At March
31, 1995, the Company had approximately $8.68 billion of Senior Indebtedness
outstanding.
BOOK-ENTRY SYSTEM
The Notes will be issued in the form of one or more fully registered global
securities (collectively, the "Global Note") which will be deposited with, or on
behalf of, The Depository Trust Company, New York, New York (the "Depositary")
and registered in the name of the Depositary's nominee. Except as set forth
below, the Global Note may be transferred, in whole and not in part, only by the
Depositary to a nominee of the Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by the Depositary or
any nominee to a successor depositary or any nominee of such successor.
The Depositary has advised the Company and the Underwriter as follows: the
Depositary is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. The Depositary holds securities that its participants
("Participants") deposit with the Depositary. The Depositary also facilitates
the settlement among Participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include securities
brokers and dealers, banks, trust
S-4
<PAGE> 5
companies, clearing corporations, and certain other organizations. The
Depositary is owned by a number of its Direct Participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. Access to the Depositary's system is
also available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants"). The
Rules applicable to the Depositary and its Participants are on file with the
Securities and Exchange Commission.
Purchases of Notes under the Depositary's system must be made by or through
Direct Participants, which will receive a credit for the Notes on the
Depositary's records. The ownership interest of each actual purchaser of each
Note ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from the Depositary of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transactions, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Notes are to be accomplished by entries made on the
books of Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interest in Notes,
except in the event that use of the book-entry system for the Notes is
discontinued.
To facilitate subsequent transfers, all Notes deposited by Participants
with the Depositary are registered in the name of the Depositary's partnership
nominee, Cede & Co. The deposit of Notes with the Depositary and their
registration in the name of Cede & Co. effect no change in beneficial ownership.
The Depositary has no knowledge of the actual Beneficial Owners of the Notes;
the Depositary's records reflect only the identity of the Direct Participants to
whose accounts such Notes are credited, which may or may not be the Beneficial
Owners. The Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by the Depositary to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Neither the Depositary nor Cede & Co. will consent or vote with respect to
Notes. Under its usual procedures, the Depositary mails an Omnibus Proxy to the
Company as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Notes are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Principal and interest payments on the Notes will be made to the
Depositary. The Depositary's practice is to credit Direct Participants' accounts
on payable date in accordance with their respective holdings shown on the
Depositary's records unless the Depositary has reason to believe that it will
not receive payment on payable date. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such Participant
and not of the Depositary, the Trustee, or the Company, subject to any statutory
or regulatory requirements as may be in effect from time to time. Payment of
principal and interest to the Depositary is the responsibility of the Company or
the Trustee, disbursement of such payments to Direct Participants shall be the
responsibility of the Depositary, and disbursement of such payments to the
Beneficial Owners shall be the responsibility of Direct and Indirect
Participants.
The Depositary may discontinue providing its services as securities
depositary with respect to the Notes at any time by giving reasonable notice to
the Company or the Trustee. Under such circumstances, in the event that a
successor securities depositary is not obtained, Note certificates are required
to be printed and delivered.
S-5
<PAGE> 6
The Company may decide to discontinue use of the system of book-entry
transfers through the Depositary (or a successor securities depositary). In that
event, Note certificates will be printed and delivered.
The Global Note representing all but not part of the Notes is exchangeable
for Notes in definitive form of like tenor and terms if (i) the Depositary
notifies the Company that it is unwilling or unable to continue as depositary
for such Global Note or if at any time the Depositary ceases to be a clearing
agency registered under the Securities Exchange Act of 1934 and, in either case,
a successor depositary is not appointed by the Company within 90 days of receipt
by the Company of such notice or of the Company becoming aware of such
ineligibility, (ii) the Company in its discretion at any time determines not to
have all of the Notes represented by the Global Note and notifies the Trustee
thereof, or (iii) an Event of Default has occurred and is continuing with
respect to the Notes. The Global Note exchangeable pursuant to the preceding
sentence shall be exhangeable for Notes issuable in authorized denominations and
registered in such names as the Depositary holding such Global Note shall
direct. Subject to the foregoing, a Global Note is not exchangeable, except for
a Note or Notes of the same aggregate denominations to be registered in the name
of the Depositary or its nominee or in the name of a successor of the Depositary
or a nominee of such successor.
The information in this section concerning the Depositary and the
Depositary's book-entry system has been obtained from sources that the Company
believes to be reliable, but the Company takes no responsibility for the
accuracy thereof.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriter in immediately
available or same-day funds. So long as the Notes are represented by the Global
Note, all payments of principal and interest will be made by the Company in
immediately available funds.
Secondary trading in notes and debentures of corporate issuers is generally
settled in clearing-house or next-day funds. In contrast, so long as the Notes
are represented by the Global Note registered in the name of the Depositary or
its nominee, the Notes will trade in the Depositary's Same-Day Funds Settlement
System, and secondary market trading activity in the Notes represented by the
Global Note will therefore be required by the Depositary to settle in
immediately available or same-day funds. No assurance can be given as to the
effect, if any, of settlement in same-day funds on trading activity in the
Notes.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement, the Company has agreed to sell to Salomon Brothers Inc (the
"Underwriter"), and the Underwriter has agreed to purchase, the entire principal
amount of the Notes.
Under the terms and conditions of the Underwriting Agreement, the
Underwriter is committed to take and pay for all of the Notes, if any are taken.
The Underwriter proposes to offer the Notes in part directly to retail
purchasers at the initial public offering price set forth on the cover page of
this Prospectus Supplement, and in part to certain securities dealers at such
price less a concession of .250% of the principal amount of the Notes. The
Underwriter may allow, and such dealers may reallow, a concession not to exceed
.125% of the principal amount of the Notes to certain brokers and dealers. After
the Notes are released for sale to the public, the offering price and other
selling terms may from time to time be varied by the Underwriter.
The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriter that the Underwriter intends to
make a market in the Notes but is
S-6
<PAGE> 7
not obligated to do so and may discontinue market making at any time without
notice. No assurance can be given as to the liquidity of the trading market for
the Notes.
The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933.
From time to time, the Underwriter performs investment banking and other
financial services for the Company and its affiliates.
LEGAL OPINIONS
The validity of the Notes will be passed upon for the Company by Orrick,
Herrington & Sutcliffe, San Francisco, California, and for the Underwriter by
Cleary, Gottlieb, Steen & Hamilton, New York, New York. Cleary, Gottlieb, Steen
& Hamilton will rely on the opinion of Orrick, Herrington & Sutcliffe as to
matters of California law.
S-7
<PAGE> 8
PROSPECTUS
- ----------
$1,500,000,000
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"), subordinated debentures,
notes, bonds and/or other evidences of indebtedness ("Subordinated Securities"),
and/or junior subordinated debentures, notes, bonds and/or other evidences of
indebtedness ("Junior Subordinated Securities"; the Senior Securities, the
Subordinated Securities and the Junior 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
$1,500,000,000 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. The
Junior Subordinated Securities will be subordinated to all existing and future
Senior Indebtedness and Subordinated 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 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 SECURITIES 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 AUGUST 20, 1991.
<PAGE> 9
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 230 South Dearborn Street, Chicago, Illinois and 75
Park Place, 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,
1990 and the Company's quarterly reports on Form 10-Q for the quarter ended
March 31, 1991 and for the quarter ended June 30, 1991, respectively, filed by
the Company with the Commission are 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.
2
<PAGE> 10
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 was incorporated in Delaware in 1931 under the name Pacific
Finance Corporation, as successor to a California corporation of the same name
organized in 1920. In 1961, the Company became a wholly owned subsidiary of
Transamerica Corporation ("Transamerica"). On June 20 , 1990, Transamerica
formed a new subsidiary and contributed to it all of the outstanding capital
stock of the Company. On February 19, 1991, the Company's name was changed to
Transamerica Finance Corporation, and the new company's name was changed to
Transamerica Finance Group, Inc. The executive offices of the Company are
located at Transamerica Center, 1150 South Olive Street, Los Angeles, California
90015 (telephone: 213-742-4321).
Transamerica is a financial services organization which engages through its
subsidiaries in two primary businesses: finance and insurance. Finance consists
of consumer lending, commercial lending, leasing and real estate services
operations. Insurance comprises life insurance, property and casualty insurance,
insurance brokerage and asset management operations.
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,
-------------------------------------------- SIX MONTHS ENDED
1986 1987 1988 1989 1990 JUNE 30, 1991
---- ---- ---- ---- ---- ----------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges.......................... 1.49 1.61 1.53 1.42 1.28 1.08
</TABLE>
3
<PAGE> 11
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, Ltd., as Trustee (the
"Subordinated Trustee"). The Junior Subordinated Securities are to be issued
under an Indenture dated as of April 1, 1991 (the "Junior Subordinated
Indenture") between the Company and Security Pacific National Trust Company (New
York), as Trustee (the "Junior Subordinated Trustee"; together with the Senior
Trustee and the Subordinated Trustee, the "Trustees"). The Senior Indenture, the
Subordinated Indenture and the Junior 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 $1,500,000,000 or the equivalent
thereof in one or more foreign currencies or composite 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 Junior Subordinated Securities
will rank pari passu with other Junior Subordinated Indebtedness of the Company
and, together with such Junior Subordinated Indebtedness, will be subordinated
in right of payment to the prior payment in full of the Senior Indebtedness and
Subordinated Indebtedness of the Company as described under
"Subordination -- Junior 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
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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 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
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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 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
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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 Luxemborg 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 Luxemborg or any other required city
located outside the United States, as the case may be, for the Debt Securities
of such series. (Section 1002)
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
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applicable Prospectus Supplement, but within a reasonable period of time, each
such temporary global Security will be exchangable 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); and
"Prior Indebtedness" means all Debt of the Company except Junior 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 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
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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 June 30, 1991, Senior Indebtedness
aggregated approximately $5.40 billion. The Company expects to make additional
borrowings constituting Senior Indebtedness from time to time.
Junior Subordinated Securities
The payment of principal, premium, if any, and interest in respect of the
Junior Subordinated Securities is expressly subordinated in right of payment, to
the extent set forth in the Junior Subordinated Indenture, to all Prior
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 and neither any holder of the Junior Subordinated Securities nor
the Junior Subordinated Trustee shall be entitled to receive any amount, in
respect of the principal, premium, if any, or interest on the Junior
Subordinated Securities or any related coupon unless and until all Prior
Indebtedness shall have been paid in full together with all interest thereon and
all other amounts payable in respect thereof. (Junior Subordinated Indenture
Section 1501)
The Junior Subordinated Indenture also states that if an Event of Default
with respect to the Junior Subordinated Securities or a default in any other
indenture or agreement under which Junior Subordinated Indebtedness may be
outstanding, other than those specified in the preceding paragraph, shall happen
and be continuing, no amount shall be paid by the Company and neither any holder
of the Junior Subordinated Securities nor the Junior Subordinated Trustee shall
be entitled to receive any amount in respect of the principal, premium, if any,
or interest on the Junior Subordinated Securities or any related coupon, except
at Stated Maturity (subject to the preceding paragraph), except for current
interest payments as provided in the Junior Subordinated Securities or any
related coupon and except payments resulting from the operation of a sinking
fund as provided in the Junior Subordinated Securities of such series, unless
and until all Prior 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 Prior Indebtedness and during the
continuance of any such default, no amount shall be paid by the Company and
neither any holder of the Junior Subordinated Securities nor the Junior
Subordinated Trustee shall be entitled to receive any amount in respect of the
principal, premium, if any, or interest on the Junior Subordinated Securities or
any related coupon. (Junior Subordinated Indenture Section 1501)
There are no restrictions in the Junior Subordinated Indenture with respect
to the creation of Prior Indebtedness. At June 30, 1991, Prior Indebtedness
aggregated approximately $5.87 billion. The Company expects to make additional
borrowings constituting Prior 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
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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 principles. 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 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, Subordinated Indebtedness
or Junior 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 and Junior Subordinated Indentures do 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)
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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 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
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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 and Junior Subordinated
Indentures 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 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
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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 and Junior Subordinated
Indentures ("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 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
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<PAGE> 21
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
$65,000,000, 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, Ltd., the Subordinated Trustee under the
Subordinated Indenture, has stand-by credit facilities with the Company in the
amount of $50,000,000, 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 and the Company's Indenture dated as of November 1, 1987
pursuant to each of which the Company has outstanding Subordinated Indebtedness.
Security Pacific National Trust Company (New York) is the Junior
Subordinated Trustee under the Junior Subordinated Indenture. An affiliate of
the Junior Subordinated Trustee has stand-by credit facilities with the Company
in the amount of $100,000,000, the borrowings under which would be senior to the
Junior Subordinated Securities. The Company also maintains a deposit account and
conducts other transactions with such affiliate. The Junior Subordinated Trustee
is also the trustee under the Company's Indenture dated as of September 1, 1985
and the Company's Indenture dated as of November 1, 1987 pursuant to each of
which the Company has outstanding Junior Subordinated Indebtedness.
The Senior Trustee, the Subordinated Trustee or the Junior 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 recently 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.
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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 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
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<PAGE> 23
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 which 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.
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 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
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<PAGE> 24
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 financial statements and schedules of Transamerica Finance Corporation
and subsidiaries appearing in the Company's Annual Report on Form 10-K for the
year ended December 31, 1990, incorporated by reference in this Prospectus, have
been audited by Ernst & Young, independent auditors, whose report thereon is
incorporated herein by reference. Such financial statements and schedules have
been incorporated herein by reference in reliance upon the report of Ernst &
Young given upon their authority as experts in accounting and auditing.
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<TABLE>
<S> <C>
NO DEALER, SALESPERSON OR OTHER PERSON HAS $100,000,000
BEEN AUTHORIZED TO GIVE ANY INFORMATION OR
TO MAKE ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS IN CONNECTION WITH THE OFFER
MADE BY THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY OR BY THE UNDERWRITER. NEITHER TRANSAMERICA
THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT FINANCE
AND THE PROSPECTUS NOR ANY SALE MADE CORPORATION
HEREUNDER AND THEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
DO NOT CONSTITUTE AN OFFER OR SOLICITATION
BY ANYONE IN ANY STATE IN WHICH SUCH OFFER
OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE 6 3/4% SUBORDINATED NOTES
SUCH OFFER OR SOLICITATION. DUE JUNE 1, 2000
--------------------
TABLE OF CONTENTS
</TABLE>
<TABLE>
<CAPTION>
PAGE (LOGO)
----
<S> <C> <C>
PROSPECTUS SUPPLEMENT
Transamerica Finance Corporation....... S-2
Summary of Consolidated Financial
Information.......................... S-3
Use of Proceeds........................ S-3
Description of Notes................... S-4
Underwriting........................... S-6
Legal Opinions......................... S-7
PROSPECTUS
Available Information.................. 2
Information Incorporated by Reference... 2
Transamerica Finance Corporation....... 3 --------------------------
Application of Proceeds................ 3 SALOMON BROTHERS INC
Ratio of Earnings to Fixed Charges..... 3 ------------------------------------------
Description of Debt Securities......... 4
Description of Warrants................ 15
Plan of Distribution................... 16 PROSPECTUS SUPPLEMENT
Legal Opinions......................... 17
Experts................................ 17 DATED MAY 24, 1995
</TABLE>
