<PAGE>
Pricing Supplement No. 31
(To the Prospectus dated December 28, 1998 and
the Prospectus Supplement dated January 5, 1999)
Transamerica Finance Corporation
Medium-Term Notes, Series F
$300,000,000 Floating Rate Notes
due December 14, 2001
Trade Date: December 9, 1999
Original Issue Date: December 14, 1999
Principal Amount: U.S.$300,000,000
Price to Public: 99.943%
Proceeds to Company: 99.693%
Interest Rate Base: LIBOR Telerate
Index Maturity: 3 month
Interest Rate Reset Date 14th of March, June, September and December
Interest Rate Spread: 25 basis points
Interest Payment Dates: 14th of March, June, September and December
Maturity Date: December 14, 2001
Specified Currency: U.S. Dollars
Form: Book-Entry
CUSIP No.: 89350LJY9
Original Issue Discount Note: No
Agents, as principals: Morgan Stanley & Co. Incorporated,
Warburg Dillon Read LLC and
Bank of America Securities LLC
Other Provisions: See Additional Terms
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PRICING SUPPLEMENT OR THE RELATED PROSPECTUS SUPPLEMENT AND PROSPECTUS ARE
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES.
SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH THE OFFERING,
AND MAY BID FOR, AND PURCHASE, THE NOTES IN THE OPEN MARKET. FOR A DESCRIPTION
OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION".
MORGAN STANLEY DEAN WITTER
WARBURG DILLON READ LLC BANK OF AMERICA SECURITIES LLC
December 9, 1999
<PAGE>
ADDITIONAL TERMS
These Additional Terms constitute a part of Pricing Supplement No. 31
dated December 9, 1999 of Transamerica Finance Corporation (the "Company") and
contain a description of additional terms and provisions applicable to the
Company's floating rate securities due December 14, 2001 (the "Notes")
constituting a tranche of the Company's Medium-Term Notes, Series F. The Notes
are described in the Prospectus, dated December 28, 1998, and the Prospectus
Supplement, dated January 5, 1999, for the Medium-Term Notes, Series F,
referred to above, and reference is made thereto for a detailed summary of
additional provisions of the Notes. The Notes are Floating 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
under "Description of Debt Securities" in the Prospectus and "Description of
Notes" in the Prospectus Supplement. Capitalized terms used but not defined
herein shall have the meanings given them in such Prospectus and Prospectus
Supplement.
The Notes will be Senior Indebtedness of the Company.
Interest Rate and Interest Payment Dates
The principal amount of Notes will be limited to $300,000,000 and the
Notes will mature on December 14, 2001 (the "Maturity Date").
The Notes will bear interest at 3-Month LIBOR plus 0.25% from the date
of issuance as described in the Prospectus Supplement under "Description of
Notes -- Floating Rate Notes." The Interest Reset Date will be on the 14th day
of March, June, September and December.
Interest will be payable on the Notes on March 14, June 14, September
14 and December 14 (each, an "Interest Payment Date"), commencing March 14,
2000, to the persons in whose name the Notes are registered on the fifteenth
calendar day (whether or not a Business Day) immediately preceding the related
Interest Payment Date (each, a "Record Date").
The Notes will be issued in denominations of $1,000 and integral
multiples thereof.
PS-2
<PAGE>
PLAN OF DISTRIBUTION
The Agents, as principals, named below (the "Underwriters"), have each
agreed to purchase, and Transamerica Finance Corporation has agreed to sell to
them, the principal amount of the Notes set forth below opposite their names.
Subject to certain terms and conditions, the Underwriters have severally, and
not jointly, agreed to purchase the Notes. The Terms Agreement dated, December
9, 1999, between Transamerica Finance Corporation and the Underwriters provides
the terms and conditions that govern this purchase. The Terms Agreement
incorporates by reference the Distribution Agreement discussed in the Prospectus
Supplement.
<TABLE>
<CAPTION>
NAME PRINCIPAL AMOUNT
<S> <C>
Morgan Stanley & Co. Incorporated............................................. $180,000,000
Warburg Dillon Read LLC....................................................... 60,000,000
Bank of America Securities LLC................................................ 60,000,000
============
Total......................................................................... $300,000,000
</TABLE>
The Underwriters initially propose to offer part of the notes directly
to the public at the public offering price of 99.943% and part to certain
dealers at such prices less a concession not in excess of 0.125%. Any
Underwriter may allow, and any such dealers may reallow, a concession to certain
other dealers not to exceed 0.0625%. 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 Underwriters and any dealers that participate
with the Underwriters in the distribution of Notes may be deemed to be
Underwriters, and any discounts or commissions received by them and any profit
on the resale of the Notes by them may be deemed to be underwriting
compensation.
The Notes will not have an established trading market. The Company
has been advised by the Underwriters that they intend to make a market in the
Notes, but are not obligated to do so and may discontinue market making at any
time without notice.
The Company will indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
or contribute to payments the Underwriters may be required to make in respect
thereof.
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 over-allot in connection with
the offering, creating a short position in the Notes for its own account. In
addition, to cover over-allotments or to stabilize the price of the Notes, the
Underwriters may bid for, and purchase, the Notes in the open market. Finally,
the Underwriters may reclaim selling concessions allowed to a dealer for
distributing the Notes in the offering if the Underwriters 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 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.
In the ordinary course of business, the Underwriters and its
affiliates have engaged and may in the future engage in commercial and
investment banking transactions with the Company and certain of its affiliates.
PS-3
