TRANSAMERICA FINANCE CORP
8-K, 2000-08-07
PERSONAL CREDIT INSTITUTIONS
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                               ------------------







                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




        Date of Report (Date of earliest event reported): August 1, 2000
                                 --------------





                        TRANSAMERICA FINANCE CORPORATION
               (Exact Name of Registrant as Specified in Charter)



    Delaware                         1-6798                        95-1077235
------------------          ---------------------------      -------------------
  (State Or Other                  (Commission                   (IRS Employer
  Jurisdiction Of                  File Number)              Identification No.)
  Incorporation)




             600 Montgomery Street, San Francisco, California 94111
               (Address of Principal Executive Offices) (Zip Code)







Registrant's telephone number, including area code            (415) 983-4000
                            -------------------------




<PAGE>


Item 5        Other Events

         As part of its commitment to owning and managing  Transamerica  Finance
Corporation ("TFC"), AEGON N. V. ("AEGON"), a Netherlands based corporation, has
issued a guarantee (the  "Guarantee")  of all newly issued debt under TFC's $4.5
billion United States commercial paper program. In addition,  AEGON will provide
all the new term  debt-funding  needs of TFC including  replacing  existing term
debt issues  when they  mature.  Along with this  explicit  support,  AEGON will
continue TFC's existing capital management practices,  which include maintaining
on-balance sheet leverage (debt to tangible equity) at 6.5:1.

         The Guarantee shall extend to all United States  commercial paper notes
(the  "Notes")  issued by TFC for the period from August 1, 2000 until  December
31, 2000 (the "Duration"). The Guarantee shall continue in full force and effect
until all principal,  premium and interest  (including  any  additional  amounts
required to be paid in accordance  with the Notes) and all other monies  payable
in respect of each Note issued by TFC after the Duration of the  Guarantee  have
been paid.  The  Guarantee  may be renewed,  in AEGON's sole  discretion,  for a
specified  duration  in order to  continue to serve in full force and effect for
Notes  issued  by TFC  after  the  Duration  of the  Guarantee.  Renewal  of the
Guarantee  will  require  a new  Guarantee  to be  issued  by AEGON on or before
December 15, 2000.  Notwithstanding  any provisions stated herein, the Guarantee
shall automatically terminate and be of no force or effect in the event that TFC
is no longer an affiliated company of AEGON.

         The Guarantee is unsecured and unsubordinated and ranks pari passu with
all unsecured and  unsubordinated  indebtedness of AEGON other than  obligations
that by mandatory  operation of law would be given  priority in a dissolution of
AEGON.

Item 7. Financial Statements,  Pro  Forma  Financial  Information  and Exhibits.

Exhibit 99.1      Guarantee by AEGON N. V., a Netherlands based  corporation, of
                  all  United   States   Commercial   Paper   Notes   issued  by
                  Transamerica  Finance  Corporation  from  August 1, 2000 until
                  December 31, 2000.





<PAGE>



                                   SIGNATURES





         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.



TRANSAMERICA FINANCE CORPORATION
(Registrant)




By:               s/George B. Sundby
Name:             George B. Sundby
Title:            Senior Vice President and Chief Financial Officer
Date:             August 4, 2000



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