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Pricing Supplement No. 32
(To the Prospectus dated December 28, 1998 and
the Prospectus Supplement dated January 5, 1999)
Transamerica Finance Corporation
Medium-Term Notes, Series F
$897,000,000 Callable Floating Rate Notes
due March 16, 2001
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<S> <C>
Trade Date: March 13, 2000
Original Issue Date: March 16, 2000
Principal Amount: U.S.$897,000,000
Price to Public: 100.00%
Agents' Discount or Commission: 0.150%
Proceeds to Company: 99.850%
Interest Rate Base: One-month LIBOR
Index Maturity: One month
Interest Rate Reset Date See Additional Terms
Interest Rate Spread: Initially, 0.07%. See Additional Terms.
Special Interest Adjustment Feature: The Interest Rate Spread will increase in the event of a downgrade
in the Company's short or long-term unsecured debt ratings. See
Additional Terms.
Interest Payment Dates: 16/th/ day of each month
Maturity Date: March 16, 2001
Specified Currency: U.S. Dollars
Call Option: Redeemable at par at the Company's option monthly beginning on
September 16, 2000 upon 15 days' notice.
Form: Book-Entry
CUSIP No.: 89350LKA9
Original Issue Discount Note: No
Agents: ABN AMRO Incorporated
Banc One Capital Markets
Bank of America Securities LLC
Chase Securities Inc.
Goldman Sachs & Co.
Salomon Smith Barney Inc
Other Provisions: See Additional Terms
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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.
MARCH 13, 2000
PS-2
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ADDITIONAL TERMS
These Additional Terms constitute a part of Pricing Supplement No. 32
dated March 13, 2000 of Transamerica Finance Corporation (the "Company") and
contain a description of additional terms and provisions applicable to the
Company's callable floating rate notes due March 16, 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 $897,000,000 and the
Notes will mature on March 16, 2001 (the "Maturity Date").
Except as provided below, the Notes will bear interest at One-Month
LIBOR plus 0.07% (the "Original Coupon") from the date of issuance as described
in the Prospectus Supplement under "Description of Notes -- Floating Rate
Notes." The Interest Reset Date will be two London Banking Days prior to the
Interest Payment Date or as otherwise specified below.
Interest will be payable on the Notes on the 16th day of each calendar
month (each, an "Interest Payment Date"), commencing April 16, 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").
For so long as the Notes are outstanding, the interest rate payable on
the Notes will be subject to adjustment from the Original Coupon (a "Coupon Step
Up") in the event of a Confirmed Rating Change. A "Confirmed Rating Change"
means a downgrade in the rating of the Company's short or long term unsecured
senior debt by either Moody's Investors Service, Inc. ("Moody's") or Standard &
Poor's ("S&P"), which downgrade takes place when either such rating agency makes
its first public announcement of a confirmed rating for the Company's short or
long term unsecured senior debt after Original Issue Date.
The Original Coupon will be adjusted in accordance with the
corresponding ratings set forth below. The lowest rating indicated in any row
will be used to determine the applicable Coupon Step Up.
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<CAPTION>
Moody's Short S&P's Short Term Moody's Long S&P's Long Term Adjusted Coupon
Term Rating Rating Term Rating Rating (LIBOR +)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
P-1 A-1 A3 A or A- 7 bps
------------------------------------------------------------------------------------------------
P-1/P-2 A-1/A-2 A3 A or A- 27 bps
------------------------------------------------------------------------------------------------
P-2 A-2 Baa1 BBB+ 52 bps
------------------------------------------------------------------------------------------------
P-2/P-3 A-2/A-3 Baa2 BBB 82 bps
------------------------------------------------------------------------------------------------
P-3 or lower A-3 or lower Baa3 or lower BBB-or lower 127 bps
------------------------------------------------------------------------------------------------
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The Company's current short term unsecured debt ratings are P-1
(CreditWatch - uncertain) by Moody's and A-1 (Developing CreditWatch) by S&P and
its long term unsecured debt ratings are A3 (CreditWatch - uncertain) by Moody's
and A (Developing CreditWatch) by S&P.
PS-3
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Each Coupon Step-Up will be effective as of the date of any Confirmed
Rating Change by either Moody's or S&P.
When any change in the interest rate on the Notes occurs during any
Interest Payment Period, the amount of interest to be paid with respect to such
period shall be calculated at a rate per annum equal to the weighted average of
the interest rate in effect immediately prior to such change and the interest
rate after giving effect to such change, calculated by multiplying each such
rate by the number of days such rate is in effect during each month of such
Interest Payment Period, determining the sum of such products and dividing such
sum by the number of days in such Interest Payment Period. All calculations
pursuant to the preceding sentence of interest on the Notes will be computed on
the basis of a year of the actual days of the month divided by 30, and all such
changes will be announced promptly by the Company.
The Notes will be issued in denominations of $1,000 and integral
multiples thereof.
PS-4
