<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRANSAMERICA FINANCE CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
DELAWARE 95-1077235
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
600 MONTGOMERY STREET, SAN FRANCISCO, CA 94111
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the registration
registration of a class of of a class of securities pursuant to
securities pursuant to Section 12(b) Section 12(g) of the Exchange Act and is
of the Exchange Act and is effective effective pursuant to General Instruction
pursuant to General Instruction A.(d), please check the following box. [ ]
A.(c), please check the following
box. [X]
Securities Act registration statement file number to which this form relates: 33-58365
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(If Applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
<CAPTION>
Title of Each Class Name of Each Exchange on Which Each
to be so Registered Class is to be Registered
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<S> <C>
7.10% SENIOR QUARTERLY INTEREST BONDS DUE 2028 NEW YORK STOCK EXCHANGE, INC.
---------------------------------------------------- ------------------------------------
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This registration statement on Form 8-A (this "Registration
Statement") relates to the registration with the Securities and Exchange
Commission of 10,000,000 7.10% Senior Quarterly Interest Bonds due 2028
("QUIBS"). The QUIBS are being issued in connection with an underwritten
offering. The description of the QUIBS to be registered hereunder is set forth
under the caption "DESCRIPTION OF BONDS" in the Prospectus Supplement (File No.
33-58365, the "Prospectus Supplement") filed under Rule 424(b)(5) with the
Commission on October 28, 1998 under the Securities Act of 1933, as amended, and
is incorporated herein by reference.
The registration statement of which the Prospectus Supplement is a
part shall be deemed to be incorporated by reference into this Registration
Statement.
ITEM 2. EXHIBITS.
1. The description of the QUIBS under the caption "DESCRIPTION OF
BONDS" is in the Prospectus Supplement (incorporated by reference
from the Prospectus Supplement).
2. The form of Indenture between Transamerica Finance Corporation and
Harris Trust and Savings Bank, as trustee, pursuant to which
Transamerica Finance Corporation will issue QUIBS (incorporated by
reference from Exhibit 4.1 to the Registrant's Form S-3, File No.
33-40236, filed 08/16/91).
3. The form of the QUIBS.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November 3 , 1998 Transamerica Finance Corporation
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By: /s/ PHILIP RICE
--------------------------------
Name: Philip Rice
Title: Senior Vice President
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EXHIBITS
1. The description of the QUIBS under the caption "DESCRIPTION OF BONDS"
is in the Prospectus Supplement (incorporated by reference from the Prospectus
Supplement).
2. The form of Indenture between Transamerica Finance Corporation and
Harris Trust and Savings Bank, as trustee, pursuant to which Transamerica
Finance Corporation will issue QUIBS (incorporated by reference from Exhibit 4.1
to the Registrant's Form S-3, File No. 33-40236, filed 08/16/91).
3. The form of the QUIBS.
4
<PAGE>
[Face of Security]
TRANSAMERICA FINANCE CORPORATION
THIS NOTE IS A GLOBAL SECURITY. IT IS EXCHANGEABLE FOR NOTES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITARY (AS HEREINAFTER DEFINED) OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES HEREINAFTER DESCRIBED AND MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR A NOMINEE OF THE
DEPOSITARY TO A SUCCESSOR OF THE DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to issuer or its agent
for registration of transfer, exchange, or payment and any certificate issued is
registered in the name of Cede & Co. or in such other name as requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
TRANSAMERICA FINANCE CORPORATION
7.10% SENIOR QUARTERLY INTEREST BONDS DUE 2028
NUMBER: R-1 CUSIP NO.: 893950204
8,000,000 Quarterly Interest Bonds,
$25 principal amount each
Transamerica Finance Corporation, a Delaware corporation (herein
called the "Company", which term includes any successor corporation under the
Indenture referred to on the reverse hereof), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of TWO
HUNDRED MILLION Dollars on November 1, 2028, and to pay interest thereon, from
November 3, 1998 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, quarterly on February 1, May 1, August 1 and
November 1 in each year commencing February 1, 1999, at the rate of 7.10% per
annum until the principal hereof is paid or made available for payment. Each
payment of interest in respect of an Interest Payment Date shall include
interest accrued to but excluding such Interest Payment Date. The amount of such
interest payable on any Interest Payment Date shall be computed on the basis of
a 360-day year of twelve 30-day months. Any payment required to be made on a
date that is not a Business Day need not be made on such date but may be made on
the next succeeding Business Day with the same force and effect as if made on
such date and no additional interest shall accrue as a result of such delayed
payment.
<PAGE>
"Business Day" means any day, other than a Saturday or Sunday, which
is not a day on which banking institutions are authorized or required by law or
regulation to be closed in the City of Chicago or the City of New York.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture referred to on the
reverse hereof, be paid to the Person in whose name this Security is registered
at the close of business on the date fifteen days prior to such Interest Payment
Date.
Payment of the principal of and interest on this Security will be made
at the Corporate Trust Office of the Trustee in the City of Chicago or at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture referred to on the
reverse hereof, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
2
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: November 3, 1998
TRUSTEE'S CERTIFICATE OF TRANSAMERICA FINANCE CORPORATION
AUTHENTICATION
This is one of the Securities,
of the series designated
herein, issued under the By: /s/ PHILIP RICE
within-mentioned Indenture. ----------------------------
Senior Vice President
HARRIS TRUST AND SAVINGS BANK,
as Trustee Attest and Countersign:
By: /s/ C. POTTER By: /s/ A. D. KIM
-------------------------- ----------------------------
Authorized Officer Secretary
[Corporate Seal]
3
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[Reverse of Security]
TRANSAMERICA FINANCE CORPORATION
7.10% SENIOR QUARTERLY INTEREST BONDS DUE 2028
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture dated as of April 1, 1991 (herein called the
"Indenture"), between the Company and Harris Trust and Savings Bank as trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$200,000,000.
The Securities of this series are not subject to repayment at the
option of the Holder prior to Stated Maturity.
The Securities of this series are subject to redemption upon not less
than 30 nor more than 60 days' notice at any time on or after November 3, 2003,
as a whole or from time to time in part, at the election of the Company, at a
redemption price equal to 100% of the principal amount redeemed plus accrued
and unpaid interest to the date of redemption.
If as a result of: (A) any actual or proposed change in or amendment
to the laws (or any regulations or rulings promulgated thereunder) of the
United States, or any change in the application, official interpretation or
enforcement of such laws, regulations or rulings; (B) any action taken by a
taxing authority, which action is generally applied or is taken with respect to
the Company; (C) a decision rendered by a court of competent jurisdiction in
the United States, whether or not such decision was rendered with respect to
the Company; or (D) a technical advice memorandum or letter ruling or other
administrative pronouncement issued by the National Office of the United States
Internal Revenue Service, on substantially the same facts as those pertaining
to the Company; which change, amendment, action, decision, memorandum, letter
ruling or pronouncement becomes effective or is issued on or after November 3,
1998, there is a substantial likelihood that the Company will not be entitled
to deduct currently for United States federal income tax purposes the full
amount of interest accrued in respect of these Securities, the Company at its
option may redeem these Securities in whole, but not in part, at any time at a
redemption price equal to 100% of the principal amount of these Securities,
together with interest accrued and unpaid to the date fixed for redemption.
Notice of such redemption of these Securities will be given to the holders of
these Securities not
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more than 60 nor fewer than 30 days prior to the date fixed for redemption.
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series under
the Indenture to be affected at any time by the Company with the consent of the
Holders of not less than a majority in aggregate principal amount at Stated
Maturity of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount at Stated Maturity of the Securities
of each series at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and, thereupon one or more new Securities of this
series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form in
denominations of $25 and any integral multiple
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thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
"Global Security" and "Global Securities" means a Security or
Securities evidencing all or a part of a series of Securities, issued to the
Depositary (as hereinafter defined) for such series or its nominee, and
registered in the name of such Depositary or its nominee. "Depositary" means,
with respect to the Securities of any series issuable or issued in whole or in
part in the form of one or more Global Securities, the person designated as the
Depositary by the Company.
No holder of any beneficial interest in this Security held on its
behalf by a Depositary or a nominee of such Depositary shall have any rights
under the Indenture with respect to such Global Security, and such Depositary
or nominee may be treated by the Company, the Trustee, and any agent of the
Company or the Trustee as the owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall impair, as
between a Depositary and such holders of beneficial interests, the operation of
customary practices governing the exercise of the rights of the Depositary as
Holder of any Security.
This Security is exchangeable, in whole but not in part, for
Securities registered in the names of Persons other than the Depositary or its
nominee or in the name of a successor to the Depositary or a nominee of such
successor depositary only if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Security or if at any
time such Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and, in either case, a successor
depositary is not appointed by the Company within 90 days, (ii) the Company in
its discretion at any time determines not to have all of the Securities of this
series represented by one or more Global Security or Securities and notifies
the Trustee thereof, or (iii) an Event of Default has occurred and is
continuing with respect to the Securities of this series. If this Security is
exchangeable pursuant to the preceding sentence, it shall be exchangeable for
Securities
6
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issuable in authorized denominations and registered in such names as the
Depositary holding this Security shall direct. Subject to the foregoing, this
Security is not exchangeable, except for a Security or Securities of the same
aggregate denominations to be registered in the name of such Depositary or its
nominee or in the name of a successor to the Depositary or a nominee of such
successor depositary.
No recourse shall be had for the payment of the principal of or
interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
Unless otherwise defined herein, all terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.
This Security, including without limitation the obligation of the
Company contained herein to pay the principal of and interest on this Security
in accordance with the terms hereof and of the Indenture, shall be construed in
accordance with and governed by the laws of the State of California.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - Custodian under Uniform Gifts
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(Cust) (Minor)
to Minors Act
------------------
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
-----------------------------------------------------------------
[INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]
the within Security, and
- ---------------------------------------------------
[PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE]
all rights thereunder, hereby irrevocably constituting and appointing
----------
- --------------------
Attorney to transfer said Security on the books of the
Company, with full power of substitution in the premises.
Date
------------------------
------------------------
NOTICE: The signature to this assignment must be guaranteed by a
commercial bank or trust company in the continental United States or by a firm
or corporation having membership on any national securities exchange or in the
National Association of Securities Dealers, Inc., and must correspond with the
name as written upon the face of the within instrument in every particular
without alteration or enlargement or any change whatever.
8
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[Face of Security]
TRANSAMERICA FINANCE CORPORATION
THIS NOTE IS A GLOBAL SECURITY. IT IS EXCHANGEABLE FOR NOTES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITARY (AS HEREINAFTER DEFINED) OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES HEREINAFTER DESCRIBED AND MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR A NOMINEE OF THE
DEPOSITARY TO A SUCCESSOR OF THE DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to issuer or its agent
for registration of transfer, exchange, or payment and any certificate issued is
registered in the name of Cede & Co. or in such other name as requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
TRANSAMERICA FINANCE CORPORATION
7.10% SENIOR QUARTERLY INTEREST BONDS DUE 2028
NUMBER: R-2 CUSIP NO.: 893950204
2,000,000 Quarterly Interest Bonds,
$25 principal amount each
Transamerica Finance Corporation, a Delaware corporation (herein
called the "Company", which term includes any successor corporation under the
Indenture referred to on the reverse hereof), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of FIFTY
MILLION Dollars on November 1, 2028, and to pay interest thereon, from November
3, 1998 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, quarterly on February 1, May 1, August 1 and November
1 in each year commencing February 1, 1999, at the rate of 7.10% per annum until
the principal hereof is paid or made available for payment. Each payment of
interest in respect of an Interest Payment Date shall include interest accrued
to but excluding such Interest Payment Date. The amount of such interest payable
on any Interest Payment Date shall be computed on the basis of a 360-day year of
twelve 30-day months. Any payment required to be made on a date that is not a
Business Day need not be made on such date but may be made on the next
succeeding Business Day with the same force and effect as if made on such date
and no additional interest shall accrue as a result of such delayed payment.
<PAGE>
"Business Day" means any day, other than a Saturday or Sunday, which
is not a day on which banking institutions are authorized or required by law or
regulation to be closed in the City of Chicago or the City of New York.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture referred to on the
reverse hereof, be paid to the Person in whose name this Security is registered
at the close of business on the date fifteen days prior to such Interest Payment
Date.
Payment of the principal of and interest on this Security will be made
at the Corporate Trust Office of the Trustee in the City of Chicago or at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture referred to on the
reverse hereof, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
2
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: November 3, 1998
TRUSTEE'S CERTIFICATE OF TRANSAMERICA FINANCE CORPORATION
AUTHENTICATION
This is one of the Securities,
of the series designated
herein, issued under the By: /s/ PHILIP RICE
within-mentioned Indenture. ----------------------------
Senior Vice President
HARRIS TRUST AND SAVINGS BANK,
as Trustee Attest and Countersign:
By: /s/ C. POTTER By: /s/ A. D. KIM
-------------------------- ----------------------------
Authorized Officer Secretary
[Corporate Seal]
3
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[Reverse of Security]
TRANSAMERICA FINANCE CORPORATION
7.10% SENIOR QUARTERLY INTEREST BONDS DUE 2028
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture dated as of April 1, 1991 (herein called the
"Indenture"), between the Company and Harris Trust and Savings Bank as trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$50,000,000.
The Securities of this series are not subject to repayment at the
option of the Holder prior to Stated Maturity.
The Securities of this series are subject to redemption upon not less
than 30 nor more than 60 days' notice at any time on or after November 3, 2003,
as a whole or from time to time in part, at the election of the Company, at a
redemption price equal to 100% of the principal amount redeemed plus accrued
and unpaid interest to the date of redemption.
If as a result of: (A) any actual or proposed change in or amendment
to the laws (or any regulations or rulings promulgated thereunder) of the
United States, or any change in the application, official interpretation or
enforcement of such laws, regulations or rulings; (B) any action taken by a
taxing authority, which action is generally applied or is taken with respect to
the Company; (C) a decision rendered by a court of competent jurisdiction in
the United States, whether or not such decision was rendered with respect to
the Company; or (D) a technical advice memorandum or letter ruling or other
administrative pronouncement issued by the National Office of the United States
Internal Revenue Service, on substantially the same facts as those pertaining
to the Company; which change, amendment, action, decision, memorandum, letter
ruling or pronouncement becomes effective or is issued on or after November 3,
1998, there is a substantial likelihood that the Company will not be entitled
to deduct currently for United States federal income tax purposes the full
amount of interest accrued in respect of these Securities, the Company at its
option may redeem these Securities in whole, but not in part, at any time at a
redemption price equal to 100% of the principal amount of these Securities,
together with interest accrued and unpaid to the date fixed for redemption.
Notice of such redemption of these Securities will be given to the holders of
these Securities not
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more than 60 nor fewer than 30 days prior to the date fixed for redemption.
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series under
the Indenture to be affected at any time by the Company with the consent of the
Holders of not less than a majority in aggregate principal amount at Stated
Maturity of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount at Stated Maturity of the Securities
of each series at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and, thereupon one or more new Securities of this
series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form in
denominations of $25 and any integral multiple
5
<PAGE>
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
"Global Security" and "Global Securities" means a Security or
Securities evidencing all or a part of a series of Securities, issued to the
Depositary (as hereinafter defined) for such series or its nominee, and
registered in the name of such Depositary or its nominee. "Depositary" means,
with respect to the Securities of any series issuable or issued in whole or in
part in the form of one or more Global Securities, the person designated as the
Depositary by the Company.
No holder of any beneficial interest in this Security held on its
behalf by a Depositary or a nominee of such Depositary shall have any rights
under the Indenture with respect to such Global Security, and such Depositary
or nominee may be treated by the Company, the Trustee, and any agent of the
Company or the Trustee as the owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall impair, as
between a Depositary and such holders of beneficial interests, the operation of
customary practices governing the exercise of the rights of the Depositary as
Holder of any Security.
This Security is exchangeable, in whole but not in part, for
Securities registered in the names of Persons other than the Depositary or its
nominee or in the name of a successor to the Depositary or a nominee of such
successor depositary only if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Security or if at any
time such Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and, in either case, a successor
depositary is not appointed by the Company within 90 days, (ii) the Company in
its discretion at any time determines not to have all of the Securities of this
series represented by one or more Global Security or Securities and notifies
the Trustee thereof, or (iii) an Event of Default has occurred and is
continuing with respect to the Securities of this series. If this Security is
exchangeable pursuant to the preceding sentence, it shall be exchangeable for
Securities
6
<PAGE>
issuable in authorized denominations and registered in such names as the
Depositary holding this Security shall direct. Subject to the foregoing, this
Security is not exchangeable, except for a Security or Securities of the same
aggregate denominations to be registered in the name of such Depositary or its
nominee or in the name of a successor to the Depositary or a nominee of such
successor depositary.
No recourse shall be had for the payment of the principal of or
interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
Unless otherwise defined herein, all terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.
This Security, including without limitation the obligation of the
Company contained herein to pay the principal of and interest on this Security
in accordance with the terms hereof and of the Indenture, shall be construed in
accordance with and governed by the laws of the State of California.
7
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - Custodian under Uniform Gifts
-------------- --------------
(Cust) (Minor)
to Minors Act
------------------
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
----------------------------------------------------------------
[INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]
the within Security, and
- ---------------------------------------------------
[PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE]
all rights thereunder, hereby irrevocably constituting and appointing
----------
- ---------------------
Attorney to transfer said Security on the books of the
Company, with full power of substitution in the premises.
Date
------------------------
------------------------
NOTICE: The signature to this assignment must be guaranteed by a
commercial bank or trust company in the continental United States or by a firm
or corporation having membership on any national securities exchange or in the
National Association of Securities Dealers, Inc., and must correspond with the
name as written upon the face of the within instrument in every particular
without alteration or enlargement or any change whatever.
8
