<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 2, 1998
Registration No. 333-
=========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
TRANSAMERICA FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 95-1077235
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
600 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94111
(415) 983-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
AUSTIN D. KIM
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TRANSAMERICA FINANCE CORPORATION
600 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94111
(415) 983-4000
(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.
Orrick Herrington & Sutcliffe LLP Cleary, Gottlieb, Steen & Hamilton
OLD FEDERAL RESERVE BANK BUILDING ONE LIBERTY PLAZA
400 SANSOME STREET NEW YORK, NEW YORK 10006
SAN FRANCISCO, CALIFORNIA 94111-3143
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
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 of the 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, check the following box. [ ]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [x] Registration No. 33-58365
-------------------------
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
AMOUNT PROPOSED PROPOSED AMOUNT OF
TITLE OF EACH CLASS OF TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(1)(2) FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Senior and Subordinated Debt
Securities and Warrants to
Purchase Debt Securities...... $104,500,000 100% $104,500,000 $29,051
====================================================================================================================
</TABLE>
(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 $104,500,000 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 $104,500,000
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>
INCORPORATION BY REFERENCE OF
REGISTRATION STATEMENT ON FORM S-3
(FILE NO. 33-58365)
Transamerica Finance Corporation (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-3 in its entirety the
Registration Statement on Form S-3 (File No. 33-58365) declared effective on
April 5, 1995 by the Securities and Exchange Commission (the "Commission"),
including each of the documents incorporated by reference therein and each of
the documents filed by the Company with the Commission as exhibits thereto.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS
EXHIBIT
NUMBER Exhibit
- ------- -------
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP as to legality of
Debt Securities and Warrants, including consent.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP (See Exhibit 5.1).
24 Powers of Attorney.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on this 2nd day
of November, 1998.
TRANSAMERICA FINANCE CORPORATION
By: /s/ ROBERT R. MCDUFF
------------------------------------
Robert R. McDuff
(Senior Vice President and Treasurer)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
Principal Executive Officer and Director:
* President, Chief Executive Officer and November 2, 1998
- ------------------------------------------- Director
Robert A. Watson
PRINCIPAL FINANCIAL OFFICER:
/s/ ROBERT R. MCDUFF Senior Vice President and Treasurer November 2, 1998
- -------------------------------------------
Robert R. McDuff
PRINCIPAL ACCOUNTING OFFICER:
/s/ BURTON E. BROOME Vice President and Controller November 2, 1998
- -------------------------------------------
Burton E. Broome
DIRECTORS:
* Director November 2, 1998
- -------------------------------------------
Thomas J. Cusack
* Director November 2, 1998
- -------------------------------------------
Edgar H. Grubb
* Director November 2, 1998
- -------------------------------------------
Frank C. Herringer
* Director November 2, 1998
- -------------------------------------------
Steven A. Read
* Director November 2, 1998
- -------------------------------------------
Charles E. Tingley
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
* Director November 2, 1998
- -------------------------------------------
Mitchell F. Vernick
*By: /s/ PHILIP RICE
---------------------------------------
Philip Rice
Attorney-in-fact
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER Exhibit Page
- ------- ------- ----
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP as to
legality of Debt Securities and Warrants, including consent.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP
(See Exhibit 5.1).
24 Powers of Attorney.
<PAGE>
[ORRICK, HERRINGTON & SUTCLIFFE LLP LETTERHEAD]
EXHIBIT 5.1
November 2, 1998
Transamerica Finance Corporation
600 Montgomery Street
San Francisco, CA 94111
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 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 $104,500,000 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 initial Registration
Statement (File No. 33-58365) (the "Initial Registration Statement") and is
incorporated by reference 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 Initial Registration Statement and incorporated by reference 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 Initial
Registration Statement, the Prospectus contained in the Initial Registration
Statement (the "Prospectus") and the supplements to the Prospectus (the
"Prospectus Supplements").
<PAGE>
We have examined instruments, documents and records which we deemed relevant
and necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the following: (a) the authenticity of original
documents and the genuineness of all signatures; (b) the conformity to the
originals of all documents submitted to us as copies; and (c) the truth,
accuracy, and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.
Based on such examination, we are of the opinion that:
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.
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;
<PAGE>
(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 Initial 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,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration Statement on
Form S-3 for the registration of $104,500,000 of debt securities for
Transamerica Finance Corporation of our report dated January 23, 1998 for
Transamerica Finance Corporation which is incorporated by reference in the
Registration Statement on Form S-3 No. 33-58365 and related Prospectus of
Transamerica Finance Corporation, and to the reference to our firm under the
caption "Experts" in the Prospectus.
/s/ Ernst & Young LLP
San Francisco, California
October 29, 1998
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSON BY THESE PRESENTS:
Each of the undersigned hereby constitutes and appoints PHILIP RICE and AUSTIN
D. KIM 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 filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, 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 substitution may lawfully do or cause to be done by virtue
hereof.
Executed on the 30th day of October, 1998.
/s/ Thomas J. Cusack /s/Charles E. Tingley
- ----------------------------------- ----------------------------
Thomas J. Cusack Charles E. Tingley
/s/ Edgar H. Grubb /s/ Mitchell F. Vernick
- ----------------------------------- ----------------------------
Edgar H. Grubb Mitchell F. Vernick
/s/ Frank C. Herringer /s/ Robert A. Watson
- ----------------------------------- ----------------------------
Frank C. Herringer Robert A. Watson
/s/ Steven A. Read
- -----------------------------------
Steven A. Read
