<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-69065
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus supplement and the related prospectus is +
+not complete and may be changed. An effective registration statement +
+relating to these securities has been filed with the Securities and Exchange +
+Commission. This prospectus supplement, together with the related prospectus, +
+is not an offer to sell these securities and it is not soliciting an offer to +
+buy these securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JULY 29, 1999
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated December 28, 1998)
$750,000,000
[LOGO]
Transamerica Finance Corporation
% Senior Notes Due 200
--------
We will pay interest on February 15 and August 15 of each year and will make
the first interest payment on February 15, 2000. The notes will mature on
August 15, 200 .
--------
PRICE % AND ACCRUED INTEREST, IF ANY
--------
<TABLE>
<CAPTION>
Underwriting
Discounts Proceeds
Price to and to
Public Commissions Company
------------ ------------ --------
<S> <C> <C> <C>
Per note % % %
Total $ $ $
</TABLE>
--------
The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities, or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
--------
The Underwriters expect to deliver the notes in book-entry form only through
the facilities of The Depository Trust Company against payment on August ,
1999.
--------
Salomon Smith Barney Chase Securities Inc.
August , 1999
<PAGE>
TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
<CAPTION>
Page
----
<S> <C>
About This Prospectus Supplement........................................... S-3
Transamerica Finance Corporation........................................... S-3
Where You Can Find More Information........................................ S-3
Summary of Consolidated Financial Information.............................. S-4
Description of Notes....................................................... S-5
United States Tax Considerations........................................... S-7
Underwriting............................................................... S-8
Legal Opinions............................................................. S-9
Experts.................................................................... S-9
</TABLE>
Prospectus
<TABLE>
<S> <C>
Where You Can Find More Information......................................... 3
Disclosure Regarding Forward-Looking Statements............................. 4
Transamerica Finance Corporation............................................ 4
Application of Proceeds..................................................... 4
Consolidated Ratio of Earnings to Fixed Charges............................. 4
Description of Debt Securities.............................................. 5
Description of Warrants..................................................... 14
Plan of Distribution........................................................ 15
Legal Opinions.............................................................. 16
Experts..................................................................... 16
</TABLE>
------------
You should rely only on the information incorporated by reference or provided
in this prospectus supplement and the accompanying prospectus. We have not
authorized anyone else to provide you with different information. We are
offering to sell notes and seeking offers to buy notes only in jurisdictions
where offers and sales are permitted. You should not assume that the
information either in this prospectus supplement or in the accompanying
prospectus is accurate as of any date other than the date on the front cover of
the respective document regardless of the time of delivery of this prospectus
supplement or any sale of the notes. In this prospectus supplement and the
accompanying prospectus, the "Company," "we," "us," and "our" refer to
Transamerica Finance Corporation and its subsidiaries.
S-2
<PAGE>
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement sets forth certain terms of the notes that we are
offering. It supplements the "Description of Debt Securities" in the
accompanying prospectus. This prospectus supplement supersedes the prospectus
to the extent it contains information that is different from the information in
the prospectus.
It is important for you to read and consider all information contained in
this prospectus supplement and the accompanying prospectus in making your
investment decision. You should also read and consider the information
contained in the documents identified in "Where You Can Find More Information"
in this prospectus supplement and the accompanying prospectus.
TRANSAMERICA FINANCE CORPORATION
We are a subsidiary of Transamerica Corporation ("Transamerica"). Since the
July 21, 1999 merger of Transamerica with a subsidiary of AEGON N.V., we are an
indirect subsidiary of AEGON N.V. We are principally engaged in commercial
lending and leasing operations.
Transamerica is a financial services organization which engages through its
subsidiaries in commercial lending, leasing, life insurance and real estate
services. AEGON N.V. is a Netherlands-based international life insurance group.
Our executive offices are located at 600 Montgomery Street, San Francisco,
California 94111 (telephone: 415-983-4000).
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information with the
Securities and Exchange Commission. The Securities and Exchange Commission is
referred to in this prospectus supplement and the accompanying prospectus as
the "Commission." You may read and copy any document we file at the
Commission's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for further
information on the public reference rooms. Our Commission filings (file number
001-06798) are also available to the public at the Commission's web site at
http://www.sec.gov. You may also read any copy of these documents at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
The Commission allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus supplement and the accompanying
prospectus, and later information that we file with the Commission will
automatically update or supersede this information. We incorporate by reference
the documents listed below and any future filings made with the Commission
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934 until such time as all of the securities covered by this prospectus
supplement have been sold.
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1999.
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1999.
S-3
<PAGE>
You may request a copy of these filings, at no cost, by writing or
telephoning us as follows:
Transamerica Finance Corporation
600 Montgomery Street
San Francisco, CA 94111
Attn: Corporate Secretary
Phone: (415) 983-4000
You should not assume that the information either in this prospectus
supplement or in the accompanying prospectus is accurate as of any date other
than the date on the front cover of the respective document regardless of the
time of delivery of this prospectus supplement and the accompanying prospectus
or any sale of the notes. Additional updating information with respect to the
matters discussed in this prospectus supplement and the accompanying prospectus
may be provided in the future by means of appendices or supplements to this
prospectus supplement and the accompanying prospectus or other documents
including those incorporated by reference.
SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION
The following summary of consolidated financial information of the Company
and its consolidated subsidiaries should be read in conjunction with the
detailed information and consolidated financial statements and notes thereto
included in the documents incorporated herein by reference. The unaudited
interim consolidated financial information reflects all adjustments, consisting
only 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 of operations for the interim periods are not necessarily
indicative of the results for the entire year. All dollar amounts in the table
below are in millions, except the consolidated ratios of earnings from
continuing operations to fixed charges.
<TABLE>
<CAPTION>
Six Months
Ended June
Year Ended December 31, 30,
---------------------------------------------- -------------
1994 1995 1996 1997 1998 1998 1999
-------- -------- -------- -------- -------- ------ ------
(audited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Total revenues.......... $1,023.6 $1,164.6 $1,206.5 $1,329.5 $1,549.5 $753.7 $848.8
Interest and debt
expense................ 234.9 307.5 314.2 354.4 382.2 188.3 219.1
Depreciation on
equipment held for
lease.................. 197.3 236.6 255.1 275.8 281.5 136.5 144.4
Salaries and other
operating expenses..... 406.3 401.7 406.0 488.7 620.4 299.7 331.6
Provision for losses on
receivables............ 18.3 (4.0) 10.2 18.1 53.0 26.0 39.7
-------- -------- -------- -------- -------- ------ ------
Income from continuing
operations before
taxes.................. 166.8 222.8 221.0 192.5 212.4 103.2 114.0
Income taxes............ 67.2 91.0 81.7 74.3 71.6 39.0 44.9
-------- -------- -------- -------- -------- ------ ------
Income from continuing
operations............. 99.6 131.8 139.3 118.2 140.8 64.2 69.1
Income (loss) from
discontinued
operations............. 90.3 80.4 (45.2) 261.8 -- -- --
-------- -------- -------- -------- -------- ------ ------
Net income.............. $ 189.9 $ 212.2 $ 94.1 $ 380.0 $ 140.8 $ 64.2 $ 69.1
======== ======== ======== ======== ======== ====== ======
Consolidated ratios of
earnings from
continuing operations
to fixed charges (A)... 1.66 1.70 1.68 1.51 1.52 1.51 1.49
</TABLE>
Note A. The consolidated ratios of earnings from continuing operations to
fixed charges were computed by dividing income from continuing operations
before fixed charges and income taxes by the fixed charges. Fixed charges
consist of interest and debt expense and one-third of rent expense, which
approximates the interest factor.
S-4
<PAGE>
DESCRIPTION OF NOTES
The following description of the particular terms of the notes being offered
(referred to in the accompanying prospectus as the "Senior Debt Securities")
supplements the description of the general terms and provisions of Senior Debt
Securities set forth in the accompanying prospectus. Please refer to the
accompanying prospectus and the indenture under which the notes will be issued
for additional information and the definitions of capitalized terms.
General
The notes will be issued as a separate series of Senior Debt Securities under
the Senior 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 notes will be issued in an aggregate principal amount of
$750,000,000 and will mature on August 15, 200 . The notes will be issued in
fully registered book-entry form only, without coupons, in denominations of
$1,000 and integral multiples of $1,000. Each note will bear interest at the
rate per annum shown on the cover page of this prospectus supplement from and
including August , 1999 or from and including the most recent interest
payment date to which interest has been paid or provided for. Interest is
payable semi-annually on February 15 and August 15 of each year, commencing
February 15, 2000, to the person in whose name the note is registered, referred
to as the "Holder," at the close of business on the date fifteen days prior to
such interest payment date.
If any interest payment date or maturity falls on a day that is not a
business day, as defined in the Senior Indenture, the interest or principal
payment shall be made on the next day that is a business day, and no interest
on such payment shall accrue for the period from and after the interest payment
date or maturity. Interest on the notes will be computed on the basis of a 360-
day year of twelve 30-day months.
The notes will not be subject to any sinking fund.
Depositary
Upon issuance, all notes will be represented by one or more fully registered
global notes. Each global note will be deposited with, or on behalf of, The
Depository Trust Company ("DTC"), as Depositary, and registered in the name of
Cede & Co. (DTC's partnership nominee). Unless and until it is exchanged in
whole or in part for notes in definitive form, no global note may 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 any such nominee to a successor of the
Depositary or a nominee of such successor.
So long as the Depositary, or its nominee, is a registered owner of a global
note, the Depositary or its nominee, as the case may be, will be considered the
sole owner or Holder of the notes represented by that global note for all
purposes under the Senior Indenture. Except as provided below, the beneficial
owners of the notes represented by a global note will not be entitled to have
the notes represented by that global note registered in their names, will not
receive or be entitled to receive physical delivery of the notes in definitive
form and will not be considered the owners or Holders thereof under the Senior
Indenture, including for purposes of receiving any reports delivered by us or
the Senior Trustee pursuant to the Senior Indenture.
Accordingly, each person owning a beneficial interest in a global note must
rely on the procedures of the Depositary and, if that person is not a
participant of the Depositary, on the procedures of the participant through
which that person owns its interest, to exercise any rights of a Holder under
the Senior Indenture. We understand that under existing industry practices, in
the event that we request any action of Holders or that an owner of a
beneficial interest requests any action which a Holder is entitled to give or
take under the Senior Indenture, the Depositary would authorize the
participants holding the relevant beneficial interests to give or take that
action, and such participants would authorize beneficial owners owning through
those participants to
S-5
<PAGE>
give or take that action or would otherwise act upon the instructions of
beneficial owners. Conveyance of notices and other communications by the
Depositary to participants, by participants to indirect participants and by
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.
The following is based on information furnished by DTC:
DTC 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 Exchange Act. DTC
holds securities that its participants deposit with DTC. DTC 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 of DTC include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. DTC 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 DTC'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. The
rules applicable to DTC and its participants are on file with the Commission.
Purchases of notes under DTC's system must be made by or through direct
participants, which will receive a credit for the notes on DTC's records. The
ownership interest of each beneficial owner is in turn to be recorded on the
records of direct and indirect participants. Beneficial owners will not receive
written confirmation from DTC of their purchase, but beneficial owners are
expected to receive written confirmations providing details of the transaction,
as well as periodic statements of their holdings, from the direct or indirect
participants 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
interests in notes, except as provided below.
To facilitate subsequent transfers, all notes deposited with DTC are
registered in the name of DTC's partnership nominee, Cede & Co. The deposit of
notes with DTC and their registration in the name of Cede & Co. effect no
change in beneficial ownership. DTC has no knowledge of the actual beneficial
owners of the notes; DTC'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 DTC 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 DTC nor Cede & Co. will consent or vote with respect to the notes.
Under its usual procedures, DTC mails an Omnibus Proxy to us as soon as
possible after the applicable 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, additional amounts, if any, and/or interest payments on the notes
will be made in immediately available funds to DTC. DTC's practice is to credit
direct participants' accounts on the applicable payment date in accordance with
their respective holdings shown on the Depositary's records unless DTC has
reason to believe that it will not receive payment on that 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
S-6
<PAGE>
and not of DTC, the Senior Trustee or the Company, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
principal, additional amounts, if any, and/or interest to DTC is the
responsibility of the Company or the Senior Trustee, disbursement of such
payments to direct participants shall be the responsibility of DTC, and
disbursement of such payments to the beneficial owners shall be the
responsibility of direct and indirect participants.
DTC has advised us that management of DTC is aware that some computer
applications, systems, and the like for processing data ("Systems") that are
dependent upon calendar dates, including dates before, on, and after January 1,
2000, may encounter "Year 2000 problems." DTC has informed direct and indirect
participants and other members of the financial community (the "Industry") that
it has developed and is implementing a program so that its Systems, as the same
relate to the timely payment of distributions (including principal and interest
payments) to securityholders, book-entry deliveries, and settlement of trades
within DTC, continue to function appropriately. This program includes a
technical assessment and a remediation plan, each of which is complete.
Additionally, DTC's plan includes a testing phase, which is expected to be
completed within appropriate time frames.
However, DTC's ability to perform properly its services is also dependent
upon other parties, including, but not limited to, issuers and their agents, as
well as DTC's direct and indirect participants, third party vendors from whom
DTC licenses software and hardware, and third party vendors on whom DTC relies
for information or the provision of services, including telecommunication and
electrical utility service providers, among others. DTC has informed the
Industry that it is contacting (and will continue to contact) third party
vendors from whom DTC acquires services to: (i) impress upon them the
importance of such services being Year 2000 compliant; and (ii) determine the
extent of their efforts for Year 2000 remediation (and, as appropriate,
testing) of their services. In addition, DTC is in the process of developing
such contingency plans as it deems appropriate.
According to DTC, the information in the preceding two paragraphs with
respect to DTC has been provided to the Industry for informational purposes
only and is not intended to serve as a representation, warranty, or contract
modification of any kind.
DTC 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 Senior Trustee. Under such circumstances, note certificates are required to
be printed and delivered.
We may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor securities depositary). In that event, note
certificates will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that we believe to be reliable, but we take no
responsibility for the accuracy thereof.
UNITED STATES TAX CONSIDERATIONS
The following is a summary of the principal United States federal income tax
consequences of the ownership of notes. This discussion is based upon the
Internal Revenue Code of 1986 referred to as the "Code," its legislative
history, existing and proposed regulations thereunder, published rulings and
court decisions, all as currently in effect and all subject to change at any
time, possibly with retroactive effect. This discussion deals only with notes
offered hereby and held as capital assets and does not purport to deal with
purchasers in special tax situations, such as financial institutions, tax-
exempt organizations, insurance companies, regulated investment companies,
dealers in securities or currencies, persons holding notes as a hedge against
currency risks or as a position in a "straddle" for tax purposes, or persons
who are not United States persons (as defined in Section 7701 of the Code) or
whose functional currency (as defined in Section 985 of the Code) is not the
United States dollar. The summary does not include any description of the tax
laws of
S-7
<PAGE>
any state, local or foreign governments that may be applicable to the notes or
the beneficial owners of those notes. Persons considering the purchase of notes
should consult their own tax advisors concerning the application of federal
income tax laws to their particular situations and any consequences arising
under the laws of any other taxing jurisdiction.
Payments of Interest. Stated interest on a note will be taxable to a
beneficial owner of that note as ordinary interest income at the time it
accrues or is received in accordance with the beneficial owner's method of
accounting for tax purposes.
Sale and Retirement of Notes. A beneficial owner's tax basis in a note
generally will be its U.S. dollar cost. Upon the sale or retirement of a note,
a beneficial owner will recognize capital gain or loss equal to the difference
between the amount realized on the transaction and the beneficial owner's tax
basis in the note, and such gain or loss will be long-term capital gain or loss
if at the time of the transaction the note has been held for more than one
year. For these purposes, the original cost basis and the amount realized do
not include any amount attributable to accrued interest on the note. Any amount
attributable to accrued interest is treated as interest as described under
"Payments of Interest" above.
Backup Withholding and Information Reporting
A 31% backup withholding tax and information reporting requirements apply to
certain payments of principal of and interest on an obligation, and to proceeds
of the disposition of an obligation, to certain noncorporate beneficial owners,
if such beneficial owners fail to provide correct taxpayer identification
numbers and other information or fail to comply with certain other
requirements. The Company, its paying agent, or a broker, as the case may be,
will be required to withhold from any payment that is subject to backup
withholding a tax equal to 31% of such payment unless the beneficial owner
furnishes its taxpayer identification number in the manner prescribed in
applicable Treasury regulations and certain other conditions are met.
Any amounts withheld under the backup withholding rules from a payment to a
beneficial owner of a note will be allowed as a refund or a credit against such
beneficial owner's federal income tax, provided that the required information
is furnished to the Internal Revenue Service.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
(the "Underwriting Agreement") between the Company and the Underwriters named
below, the Company has agreed to sell to the Underwriters and each of such
Underwriters has severally agreed to purchase the principal amount of the notes
set forth opposite its name below:
<TABLE>
<CAPTION>
Principal
Amount of
Notes
------------
<S> <C>
Salomon Smith Barney Inc.......................................... $
Chase Securities Inc..............................................
------------
Total........................................................... $750,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligation of the several
Underwriters to pay for and accept delivery of the notes is subject to the
approval of certain legal matters by their counsel and to certain other
conditions. The Underwriters are obligated to take and pay for all of the notes
if any are taken.
The Underwriters initially propose to offer part of the notes directly to the
public at the public offering price set forth on the cover page hereof and part
to certain dealers at such prices less a concession not in excess
S-8
<PAGE>
of $ per $1,000 note. Any Underwriter may allow, and any such dealers may
reallow, a concession to certain other dealers not to exceed $ per $1,000
note. After the notes are released to the public, the offering price and other
selling terms may from time to time be varied by the Underwriters.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
The Company has been advised by the Underwriters that they intend to make a
market in the notes; however, they are not obligated to do so and may
discontinue the market making at any time without notice. The Company does not
intend to list the notes on any securities exchange. No assurance can be given
as to the liquidity of the trading market for the notes.
In order to facilitate the offering of the notes, the Underwriters may engage
in transactions that stabilize, maintain or otherwise affect the prices of the
notes. Specifically, the Underwriters may overallot in connection with the
offering, creating a short position in the notes for their own account. In
addition, to cover overallotments or to stabilize the price of the notes, the
Underwriters may bid for, and purchase, the notes in the open market. Finally,
the Underwriters syndicate may reclaim selling concessions allowed to an
Underwriter or a dealer for distributing the notes in this offering, if the
syndicate repurchases previously distributed notes in transactions to cover
syndicate short positions, in stabilization transactions or otherwise. Any of
these activities may stabilize or maintain the market prices of the notes above
independent market levels. The Underwriters are not required to engage in these
activities, and may end any of these activities at any time.
The Underwriters and certain of their respective affiliates have, from time
to time, performed various investment or commercial banking and financial
advisory services for the Company and its affiliates.
LEGAL OPINIONS
The validity of the notes offered hereby will be passed upon for the Company
by Orrick, Herrington & Sutcliffe LLP, San Francisco, California. Certain legal
matters will be passed upon for the Underwriters by Cleary, Gottlieb, Steen &
Hamilton, New York, New York.
EXPERTS
The consolidated financial statements of the Company as of December 31, 1998
and 1997, and for each of the years in the three-year period ended December 31,
1998, have been incorporated by reference herein in reliance upon the report of
Ernst & Young LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
S-9
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$750,000,000
Transamerica
Finance
Corporation
% Senior Notes Due 200
[TRANSAMERICA LOGO]
--------
PROSPECTUS SUPPLEMENT
August , 1999
--------
Salomon Smith Barney Chase Securities Inc.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
