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Pricing Supplement No. 46 Dated October 30, 1998 Rule 424(b)(2)
(To Prospectus dated April 5, 1995 and Prospectus File Nos. 33-58365,
Supplement dated May 15, 1995) 333-66673
TRANSAMERICA FINANCE CORPORATION
SENIOR MEDIUM-TERM NOTES, SERIES E
$625,000,000
SENIOR NOTES DUE NOVEMBER 1, 2001
================================================================================
Trade Date: October 30, 1998
Original Issue Date: November 4, 1998
Principal Amount: U.S.$625,000,000
Price to Public: 99.826%
Proceeds to Company: 99.426%
Interest Rate: 6.125%
Interest Payment Dates: May 1 and November 1 of each year, commencing May 1,
1999
Maturity Date: November 1, 2001
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Form: Book-Entry
CUSIP No.: 89350LHS4
Original Issue Discount Note: No
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Agent: Goldman, Sachs & Co. and J.P. Morgan Securities Inc.
Agent acting in the capacity of: Principal
Other Provisions: None
================================================================================
Goldman, Sachs & Co. J.P. Morgan Securities Inc.
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ADDITIONAL TERMS
These Additional Terms constitute a part of Pricing Supplement No. 46
dated October 30, 1998 of Transamerica Finance Corporation (the "Company") and
contain a description of additional terms and provisions applicable to the
Company's Three-Year Senior Notes due November 1, 2001 (the "Notes")
constituting a tranche of the Company's Senior Medium-Term Notes, Series E. The
Notes are described in the Prospectus and the Prospectus Supplement for the
Senior Medium-Term Notes, Series E, referred to above, and reference is made
thereto for a detailed summary of additional provisions of the Notes. The Notes
are Fixed Rate Notes as described in the Prospectus Supplement. The description
of the particular terms of the Notes set forth in this Pricing Supplement
supplements, and to the extent inconsistent therewith replaces, the description
of the terms and provisions of the "Debt Securities" in the Prospectus and the
"Notes" in the Prospectus Supplement. Capitalized terms used but not defined
herein shall have the meanings given them in such Prospectus and Prospectus
Supplement.
GENERAL
The Notes will be issued in denominations of $1,000 and integral
multiples thereof.
PLAN OF DISTRIBUTION
Subject to the terms and conditions set forth in the Distribution
Agreement between the Company and the Agents named below, the Company has agreed
to sell to the Agents and each of such Agents has severally agreed to purchase
the principal amount of the Notes set forth opposite its name below:
<TABLE>
<CAPTION>
Principal Amount
Name of Notes
---- -----------------
<S> <C>
Goldman, Sachs & Co................................. $425,000,000
J.P. Morgan Securities Inc.......................... 200,000,000
------------
Total.......................................... $625,000,000
============
</TABLE>
The Notes will not have an established trading market. The Company
has been advised by the Agents that they intend to make a market in the Notes,
but they are not obligated to do so and may discontinue market making at any
time without notice. The Agents are obligated to take and pay for all of the
Notes if any are taken.
The Company will indemnify the Agents against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or
contribute to payments the Agents may be required to make in respect thereof.
In order to facilitate the offering of the Notes, the Agents may
engage in transactions that stabilize, maintain or otherwise affect the prices
of the Notes. Specifically, the Agents may over-allot in connection with the
offering, creating a short position in the Notes for their own accounts. In
addition, to cover over-allotments or to stabilize the price of the Notes, the
Agents may bid for, and purchase, the Notes in the open market. Finally, the
Agents may reclaim selling concessions allowed to a dealer for distributing the
Notes in the offering if the Agents repurchase previously distributed Notes in
transactions to cover short positions, in stabilization transactions or
otherwise. Any of these activities may stabilize or maintain the market price
of the Notes above independent market levels. The Agents are not required to
engage in these activities and may end any of these activities at any time.
In the ordinary course of business, the Agents and their respective
affiliates have engaged and may in the future engage in commercial and
investment banking transactions with the Company and certain of its affiliates.
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