TRANSAMERICA INCOME SHARES INC
N-30D, 1998-05-13
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<PAGE>   1
 
        Transamerica Income Shares, Inc.
              ANNUAL REPORT
                      MARCH 31, 1998
 
                                      LOGO
 
===================================================================
<PAGE>   2
 
REPORT TO SHAREHOLDERS:
 
    For the sixth straight quarter, the economy in the first quarter of 1998
posted strong growth at 4.2%. Domestic demand, led by the consumer and aided by
stock market gains, was not slowed by the Asian undertow.
 
    The bond market began the year with long rates falling three-tenths of one
percent during January. This led to a wave of mortgage refinancings and strong
consumer confidence. Since then economic growth has led long term U.S. Treasury
rates back to almost 6%, near the high end of their recent range. Through all of
this the Federal Reserve has stayed on the sideline. The Fed realizes that the
strong dollar and low inflation have pushed up real rates and does not want to
risk tightening.
 
    Our outlook going forward is for continued economic growth, although at a
lower rate. On the inflation front, low unemployment and wage growth will be
offset by the strong dollar, lower commodity prices and cheaper imports, keeping
inflation well under control. We expect interest rates to remain in the current
range until early summer and move lower by year-end.
 
    At March 31, 1998, the Company's total net assets were $159,926,576 or
$25.31 per share compared to $151,196,455 or $23.93 per share on March 31, 1997.
Net investment income for the year ended March 31, 1998 was $12,165,782 or $1.93
per share compared to $1.89 per share for the comparable period in 1997. The
dividend which is payable monthly, remains at $0.16 per share for a current
annual rate of $1.92.
 
PORTFOLIO MANAGEMENT
 
    Management of the Fund's portfolio, as well as the day-to-day portfolio
decisions are made by the senior portfolio managers of Transamerica Investment
Services, Inc., the Fund's Investment Adviser (the "Adviser"). These managers
are: Richard N. Latzer, President of the Adviser and Senior Vice President and
Chief Investment Officer of Transamerica Corporation (the parent company of the
Adviser); Gary U. Rolle, Executive Vice President and Chief Investment Officer
of the Adviser; and Susan A. Silbert, Senior Vice President and Director of
Fixed Income of the Adviser. All of these senior portfolio managers have held
the same or similar positions with the adviser for over five years. Each also
serves the Fund as a director or officer.
<PAGE>   3
 
Highlights: For the year ended March 31:
 
<TABLE>
<CAPTION>
                                     1998      1997
            Per Share:              ------    ------
<S>                                 <C>       <C>
Net investment income.............  $ 1.93    $ 1.89
Income dividends paid.............    1.94      1.90
Capital gain distribution.........    0.04      0.03
Net asset value...................  $25.31    $23.93
</TABLE>
 
Distributions: For the fiscal years ended March 31:
 
<TABLE>
<S>                                   <C>
1998................................  $1.98*
1997................................  $1.93*
1996................................  $1.93
1995................................  $1.99*
1994................................  $2.01*
</TABLE>
 
* Includes a distribution of $0.04, $0.03, $0.06 and $0.07 from realized gains
  in 1998, 1997, 1995 and 1994, respectively.
 
Quality: Ratings used are the highest by Moody's or Standard & Poor's for bonds
owned on March 31, 1998:
 
<TABLE>
<S>                                        <C>
AAA......................................   1.24%
AA.......................................   9.42%
A........................................  25.30%
BBB......................................  47.53%
Lower or non-rated.......................  16.51%
</TABLE>
<PAGE>   4
 
TRANSAMERICA INCOME SHARES, INC.
SCHEDULE OF INVESTMENTS
MARCH 31, 1998
 
<TABLE>
<CAPTION>
Principal                                         Market
  Amount                                           Value
- ----------                                     -------------
<C>         <S>                                <C>
BONDS & DEBENTURES -- 98.3%
BUILDING MATERIALS -- 0.7%
 1,000,000  USG Corp., 9.25%, 09/15/01         $   1,080,630
                      DOMESTIC & FOREIGN GOVERNMENTS -- 4.2%
 4,000,000  Commonwealth of Australia,
            9.625%, 02/01/06                       4,819,520
 1,500,000  U.S. Treasury Bond, 10.75%,
            08/15/05                               1,944,135
ELECTRIC & GAS UTILITIES -- 15.1%
    88,000  Arkansas Power & Light Company,
            10.00%, 02/01/20                          93,769
            Boston Edison
 2,200,000    9.375%, 08/15/21                     2,457,334
 2,350,000    9.875%, 06/01/20                     2,583,284
 2,000,000  Cleveland Electric Illumination
            Company, 9.50%, 05/15/05               2,189,380
 2,000,000  Colorado Interstate Gas Company,
            10.00%, 06/15/05                       2,388,140
 2,000,000  Commonwealth Edison, 9.875%,
            06/15/20                               2,358,120
 1,000,000  Connecticut Light & Power
            Company, 7.875%, 10/01/24              1,021,690
 1,000,000  Detroit Edison, 8.21%, 08/01/22        1,075,610
 2,500,000  Gulf States Utilities, 8.94%,
            01/01/22                               2,660,425
 2,000,000  Hydro-Quebec, 8.00%, 02/01/13          2,243,600
            Long Island Lighting
 1,500,000    9.00%, 11/01/22                      1,709,820
 2,300,000    9.625%, 07/01/24                     2,317,917
 1,000,000  Virginia Electric & Power,
            8.625%, 10/01/24                       1,117,190
FINANCIAL -- 4.8%
 2,000,000  Fleet Financial Group, Inc.,           2,174,840
            8.125%, 07/01/04
 2,000,000  GMAC, 8.50%, 01/01/03                  2,180,060
 2,000,000  GEICO Corp., 9.15%, 09/15/21           2,244,020
 1,000,000  Lehman Brothers Holding,
            8.875%, 03/01/02                       1,085,110
FOREST & PAPER PRODUCTS -- 4.8%
            Georgia Pacific
 3,000,000    9.625%, 03/15/22                     3,328,860
 3,000,000    8.25%, 03/01/23                      3,116,040
 1,000,000  James River Corp., 9.25%,
            11/15/21                               1,236,240
</TABLE>
<PAGE>   5
TRANSAMERICA INCOME SHARES, INC.
SCHEDULE OF INVESTMENTS (CONTINUED)
MARCH 31, 1998
 
<TABLE>
<CAPTION>
Principal                                         Market
  Amount                                           Value
- ----------                                     -------------
<C>         <S>                                <C>
INDUSTRIALS -- 14.5%
 1,000,000  Carpenter Tech., 9.00%, 03/15/22   $   1,095,840
            Caterpillar Corp.
 2,500,000    9.75%, 06/01/19                      2,706,150
 1,000,000    9.375%, 03/15/21                     1,299,410
 2,000,000  Cincinnati Milacron, Inc.,
            8.375%, 03/15/04                       2,085,000
 3,000,000  ConAgra, Inc., 9.75%, 03/01/21         3,916,620
 3,750,000  General Motors A, 9.40%, 07/15/21      4,837,538
 1,000,000  Lear Corp., 9.50% 07/15/06             1,110,000
 4,000,000  McDonnell Douglas, 9.25%,
            04/01/02                               4,441,840
   575,000  National Steel, 8.375%, 08/01/06         576,438
 1,000,000  Textron, Inc., 8.75%, 07/01/22         1,102,410
MEDIA -- 10.3%
 1,000,000  CF Cable TV, 9.125%, 07/15/07          1,103,510
 1,000,000  Continental Cable, 9.50%,
            08/01/13                               1,205,680
 3,500,000  News America Holdings, Inc.,
            9.25%, 02/01/13                        4,194,785
 2,000,000  Roger Cable Systems, 10.00%,
            03/15/05                               2,215,000
            Tele-Communications, Inc.
 2,500,000    9.80%, 02/01/12                      3,122,550
 2,000,000    9.25%, 01/15/23                      2,199,800
 2,000,000  Time Warner, Inc., 9.125%,
            01/15/13                               2,379,760
OTHER -- 1.4%
 2,000,000  Tenet Healthcare, 9.625%,
            09/01/02                               2,185,000
PETROLEUM -- 5.4%
 1,000,000  Noble Affiliates, 8.00%, 04/01/27      1,107,100
            Occidental Petroleum
   500,000    10.125%, 09/15/09                      632,220
 1,100,000    9.25%, 08/01/19                      1,338,238
 4,000,000  Phillips Petroleum, 8.49%,
            01/01/23                               4,407,160
 1,000,000  Triton Energy, 9.25%, 04/15/05         1,087,660
</TABLE>
<PAGE>   6
TRANSAMERICA INCOME SHARES, INC.
SCHEDULE OF INVESTMENTS (CONTINUED)
MARCH 31, 1998
 
<TABLE>
<CAPTION>
Principal                                         Market
  Amount                                           Value
- ----------                                     -------------
<C>         <S>                                <C>
PIPELINES -- 5.1%
 1,000,000  Arkla, Inc., 8.90%, 12/15/06       $   1,152,360
 2,000,000  Northwest Pipeline Corp.,
            9.00%, 08/01/22                        2,169,500
 2,000,000  TransCanada Pipeline, Ltd.,
            8.50%, 03/20/23                        2,128,080
 2,500,000  Transco Energy, 9.375%, 08/15/01       2,723,525
RETAIL -- 10.4%
            Dayton Hudson
 1,000,000    10.00%, 01/01/11                     1,275,850
 2,800,000    9.25%, 08/15/11                      3,418,520
 1,000,000    8.50%, 12/01/22                      1,071,170
            May Dept. Stores
   750,000    9.75%, 02/15/21                        949,980
 2,000,000    8.375%, 10/01/22                     2,161,320
 2,000,000  Fred Meyer Inc., 7.45%, 03/01/08       2,004,640
 2,000,000  Shoppers Foods, 9.75%, 06/15/04        2,130,000
 3,350,000  Stater Brothers, 11.00%, 03/01/01      3,651,500
TELECOMMUNICATIONS -- 8.0%
 2,000,000  New York Telephone Co.,
            9.375%, 07/15/31                       2,262,020
 3,000,000  Pacific Bell, 8.50%, 08/15/31          3,297,990
 3,500,000  Valassis Communications, 9.55%,
            12/01/03                               3,921,295
 3,000,000  Worldcom Inc., 8.875%, 01/15/06        3,269,940
TRANSPORTATION -- 13.6%
 1,000,000  Burlington Northern, 9.25%,
            10/01/06                               1,178,040
 3,000,000  CSX, 9.00%, 08/15/06                   3,445,170
            Delta Air Lines
 2,000,000    10.375%, 02/01/11                    2,621,860
 2,000,000    9.75%, 05/15/21                      2,558,620
 2,500,000  Federal Express, 9.625%, 10/15/19      2,687,200
            Kansas City Southern
            Industries, Inc.
 2,250,000    8.80%, 07/01/22                      2,420,077
 1,800,000    6.625%, 03/01/25                     1,795,824
 4,000,000  United Airlines, Inc., 9.75%,
            08/15/21                               5,097,240
</TABLE>
<PAGE>   7
TRANSAMERICA INCOME SHARES, INC.
SCHEDULE OF INVESTMENTS (CONTINUED)
MARCH 31, 1998
 
<TABLE>
<CAPTION>
Principal                                         Market
  Amount                                           Value
- ----------                                     -------------
<C>         <S>                                <C>
TOTAL BONDS & DEBENTURES 
  (cost $142,293,252)                          $ 157,167,164
SHORT-TERM INVESTMENT -- 1.2%
  State Street Bank Eurodollar Time
   Deposit  4.75%, 04/01/98                        1,879,000
                                                ------------
TOTAL INVESTMENTS
  (cost $144,172,252)                            159,046,164
Other assets, less liabilities -- 0.5%               880,412
                                                ------------
NET ASSETS -- 100.0%                           $ 159,926,576
                                               =============
</TABLE>
 
Aggregate cost for Federal income tax purposes at March 31, 1998 was
$142,293,252. The aggregate gross unrealized appreciation for all securities was
as follows: excess of value over tax cost $14,970,913; excess of tax cost over
value $(97,001). Net unrealized appreciation for tax purposes is $14,873,912.
 
See notes to financial statements
<PAGE>   8
TRANSAMERICA INCOME SHARES, INC.
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1998
ASSETS
<TABLE>
<CAPTION>
<S>                                                     <C>
Investments, at value (identified  cost
  $144,172,252)                                        $159,046,164
Receivable for:
  Securities sold                                         1,498,914
  Interest                                                2,700,880
Other assets                                                 46,006
                                                       ------------
                                                        163,291,964
                                                       ------------
LIABILITIES
Payable for:
  Securities purchased                                    2,187,958
  Income dividends declared                               1,011,003
  Management fee                                             68,038
Other accrued expenses                                       98,389
                                                       ------------
                                                          3,365,388
                                                       ------------
NET ASSETS applicable to 6,318,771
  capital shares outstanding, $1.00 par
  value (authorized 20,000,000 shares)                 $159,926,576
                                                       ============
NET ASSET VALUE PER SHARE                              $      25.31
                                                       ============
 
NET ASSETS CONSIST OF:
Paid-in capital                                        $143,783,428
Capital gains retained                                      405,455
Undistributed net investment income                         140,453
Accumulated net realized gain on
  investments                                               723,328
Net unrealized appreciation of
  investments                                            14,873,912
                                                       ------------
NET ASSETS                                             $159,926,576
                                                       ============
</TABLE>

See notes to financial statements
<PAGE>   9
 
TRANSAMERICA INCOME SHARES, INC.
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 1998
<TABLE>
<CAPTION>
<S>                                                    <C>               <C>
INVESTMENT INCOME
  Interest  Income                                                         $13,155,060
EXPENSES
  Management fee                                          789,942
  Transfer agent fees and
    expenses                                               42,711
  Postage                                                  26,277
  Audit                                                    35,425
  Insurance                                                15,165
  Custodian fees                                           17,738
  Printing                                                 19,087
  Directors' fees and
    expenses                                               14,155
  Other                                                    28,778              989,278
                                                      -----------          -----------
NET INVESTMENT INCOME                                                       12,165,782
                                                                           -----------
REALIZED AND UNREALIZED 
GAIN ON INVESTMENTS:
Realized gain from                                                         
security transactions                                                      
(excluding short-term                                                      
securities):                                                               
  Proceeds from sales                                  33,672,911          
  Cost of securities sold                              32,543,071            1,129,840
                                                      -----------          
                                                                           
Increase in unrealized                                                     
appreciation of                                                            
investments:                                                               
  Beginning of year                                     6,947,203          
  End of year                                          14,873,912            7,926,709
                                                      -----------          -----------
Net realized and unrealized                                                
gain on investments                                                          9,056,549
                                                                           -----------
NET INCREASE IN NET ASSETS                                                 
RESULTING FROM OPERATIONS                                                  $21,222,331
                                                                           ===========
</TABLE>
 
See notes to financial statements
<PAGE>   10
 
TRANSAMERICA INCOME SHARES, INC.
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<S>                           <C>             <C>
                                   Year ended March 31,
                                  ----------------------
                                   1998            1997
                                   ----            ----
INCREASE (DECREASE) IN NET
ASSETS:
Operations:
  Net investment income       $   12,165,782  $   11,941,720
  Net realized gain (loss)
    on investment
    transactions                   1,129,840        (153,986)
  Increase (decrease) in
    unrealized appreciation
    of investments                 7,926,709      (3,690,385)
                               -------------   -------------
Net increase in net assets
resulting from operations         21,222,331       8,097,349
                               -------------   -------------
Dividends/distributions to
shareholders:
  From net investment income
    ($1.94 per share in 1998
    and $1.90 per share in
    1997)                        (12,239,459)    (11,979,126)
  From capital gains ($0.04
    per share in 1998 and
    $0.03 per share in 1997)        (252,751)       (216,102)
                               -------------   -------------
                                 (12,492,210)    (12,195,228)
                               -------------   -------------
Increase (decrease) in Net
Assets                             8,730,121      (4,097,879)
Net Assets:
Beginning of year                151,196,455     155,294,334
                               -------------   -------------
End of year (including
  undistributed net
  investment income of
  $140,453 and $214,131,
  respectively)               $  159,926,576  $  151,196,455
                               =============   =============
</TABLE>
 
See notes to financial statements
<PAGE>   11
 
TRANSAMERICA INCOME SHARES, INC.
FINANCIAL HIGHLIGHTS
 
For a share of the Fund outstanding throughout each year:
 
<TABLE>
<CAPTION>
                                                  Year ended March 31,
                                  ----------------------------------------------------
                                    1998       1997       1996       1995       1994
                                  --------   --------   --------   --------   --------
<S>                               <C>        <C>        <C>        <C>        <C>
Net Asset Value
Beginning of year                   $23.93     $24.58     $23.37     $24.17     $25.15
                                  --------   --------   --------   --------   --------
Investment Operations:
 Net investment income                1.93       1.89       1.94       1.93       1.95
 Net realized and unrealized
  gain (loss)                         1.43      (0.61)      1.20      (0.74)     (0.92)
                                  --------   --------   --------   --------   --------
Total from Investment
 Operations                           3.36       1.28       3.14       1.19       1.03
                                  --------   --------   --------   --------   --------
Dividends/Distributions
to Shareholders:
 Net investment income               (1.94)     (1.90)     (1.93)     (1.93)     (1.94)
 Net realized gains                  (0.04)     (0.03)        --      (0.06)     (0.07)
                                  --------   --------   --------   --------   --------
                                     (1.98)     (1.93)     (1.93)     (1.99)     (2.01)
                                  --------   --------   --------   --------   --------
Net Asset Value
End of year                         $25.31     $23.93     $24.58     $23.37     $24.17
                                  ========   ========   ========   ========   ========
Market Value per
Share, end of year                 $26.000    $24.375    $24.375    $22.500    $23.375
                                  ========   ========   ========   ========   ========
Total Return(1)                      15.31%      8.22%     17.08%      5.07%     -4.27%
                                  ========   ========   ========   ========   ========
Ratios and
Supplemental Data
Expenses to average
 net assets                           0.63%      0.62%      0.62%      0.68%      0.69%
Net investment income to
 average net assets                   7.73%      7.77%      7.83%      8.35%      7.60%
Portfolio turnover                      21%        16%        14%        15%        15%
Net assets, end of year (in
 thousands)                       $159,927   $151,196   $155,294   $147,670   $152,699
                                  ========   ========   ========   ========   ========
The number of shares outstanding at the end of each fiscal year was 6,318,771.
</TABLE>
 
- ---------------------------
 
1 Based on the market price of the Fund's shares and including the reinvestment
  of dividends and distributions at prices obtained by the Fund's dividend
  reinvestment plan.
 
See notes to financial statements
<PAGE>   12
 
TRANSAMERICA INCOME SHARES, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1998
 
1. SIGNIFICANT ACCOUNTING POLICIES -- Transamerica Income Shares, Inc. (the
"Company") is registered under the Investment Company Act of 1940 as a
diversified, closed-end management investment company. The Company's investment
objective is to seek as high a level of current income consistent with prudent
investment, with capital appreciation as only a secondary objective. The Company
consistently follows the following accounting policies in the preparation of its
financial statements:
 
  (A) Valuation of Securities -- Debt securities with a maturity of 61 days or
more are valued on the basis of valuations obtained from a commercial pricing
service or dealer supplied quotations. Debt securities with a maturity of 60
days or less are valued at amortized cost, which approximates market value.
 
  (B) Securities Transactions, Investment Income and Expenses -- Security
transactions are recorded on the trade date. Gains and losses on sales of
investments are determined on the identified cost basis for both financial
statement and Federal income tax purposes. Interest income and operating
expenses are recorded on an accrual basis. Distributions from net investment
income are determined and paid monthly.
 
  (C) Federal Income Taxes -- It is the Company's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute substantially all of its taxable income to its
shareholders. Therefore, no Federal income or excise tax provision is required.
 
  (D) Use of Estimates -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
<PAGE>   13
 
2. INVESTMENT ADVISORY FEES AND TRANSACTIONS WITH AFFILIATES -- The Company has
entered into a Management and Investment Advisory Agreement with Transamerica
Investment Services, Inc., (the "Adviser") a wholly owned subsidiary of
Transamerica Corporation. For its services to the Company, the Adviser receives
a fee of 0.50% of the average weekly net assets of the Company. This fee is paid
to the Adviser monthly. The Adviser has agreed to reimburse the Company if the
Company's total operating expenses (exclusive of brokerage commissions, interest
and taxes) exceed 1.50% of the average daily net assets of the Company up to $30
million and 1.00% of the average net assets of the Company in excess of $30
million. No such reimbursements were necessary during the year ended March 31,
1998.
 
  Officers and certain directors of the Adviser or its affiliates are also
officers and directors of the Company; however, they receive no compensation
from the Company. An officer of the Company is also a partner of the legal
counsel for the Company.
 
  As of March 31, 1998, affiliates of Transamerica Corporation held 7.6% of the
outstanding shares of the Company.
 
3. SECURITY TRANSACTIONS -- The aggregate cost of securities purchased and the
proceeds from securities sold (excluding short-term investments) were
$33,015,210 and $33,672,911, respectively, for the year ended March 31, 1998.
 
4. YEAR 2000 ISSUE (UNAUDITED) -- Like other financial and business
organizations and individuals around the world, the Company could be adversely
affected if the computer systems used by the Company's Investment Adviser,
Custodian, Transfer Agent and other service providers do not properly process
and calculate date- related information and data from and after January 1, 2000.
This is commonly known as the "Year 2000 Issue." The Investment Adviser is
addressing this issue by testing the computer systems it uses to ensure that
those systems will operate properly after January 1, 2000. The Investment
Adviser is also seeking assurances from the Custodian, Transfer Agent and other
service providers it uses that their computer systems will be adapted to address
the Year 2000 Issue in time to prevent adverse consequences on and after January
1, 2000.
<PAGE>   14
 
REPORT OF INDEPENDENT AUDITORS
 
To the Board of Directors and Shareholders
Transamerica Income Shares, Inc.
 
We have audited the accompanying statement of assets and liabilities of
Transamerica Income Shares, Inc. (the "Fund"), including the schedule of
investments, as of March 31, 1998 and the related statement of operations for
the year then ended and the statement of changes in net assets for each of the
two years in the period then ended, and the financial highlights for each of the
five years in the period then ended. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of March
31, 1998, by correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Transamerica Income Shares, Inc. as of March 31, 1998, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the five years in the period then ended, in conformity with generally accepted
accounting principles.
 
                                                /s/  ERNST & YOUNG LLP
 
Los Angeles, California
April 23, 1998
<PAGE>   15
 
AUTOMATIC REINVESTMENT PLAN
 
Holders of 50 shares or more of the Fund's common stock are offered the
opportunity to reinvest dividends and other distributions in shares of the
common stock of the Fund through participation in the Automatic Reinvestment
Plan. Under the Plan, ChaseMellon Shareholder Services, LLC, as administrator
(the "Administrator"), automatically invests dividends and other distributions
in shares of the Fund's common stock by making purchases in the open market.
Plan participants may also deposit cash in amounts between $25 and $2,500 with
the Administrator for the purchase of additional shares. Dividends,
distributions and cash deposits are invested in, and each participant's account
credited with, full and fractional shares.
 
The price at which the Administrator is deemed to have acquired shares for a
participant's account is the average price (including brokerage commissions and
any other costs of purchase) of all shares purchased by it for all participants
in the Plan.
 
Your dividends and distributions, even though automatically reinvested, continue
to be taxable as though received in cash.
 
A newer feature of the Plan is the "Optional Cash Only" feature. You can make
additional investments only, without reinvesting your monthly dividend. If you
own 50 shares or more, registered in your name and currently in your Plan
account, and desire to periodically send additional contributions between $25
and $2,500 for investment, you may do so. The shares you own and the new shares
acquired through this feature will not participate in automatic reinvestment of
dividends and distributions. Rather, the shares you acquire if you participate
in the "Optional Cash Only" feature of the Plan will be held for safekeeping in
your Plan account. Each investment will be made on or near the next dividend
payment date. All other procedures for the purchase and sale of shares described
above will apply.
 
The Administrator charges a service fee of $1.75 for each investment, including
both dividend reinvestment and optional cash investment.
 
Shareholders interested in obtaining a copy of the Plan should contact the
Administrator:
 
ChaseMellon Shareholder Services, LLC
Shareholder Investment Services
Overpeck Centre
85 Challenger Road
Ridgefield Park, NJ 07660
(800) 288-9541
<PAGE>   16
 
OFFICERS AND DIRECTORS
 
THOMAS M. ADAMS, Secretary
DONALD E. CANTLAY, Director
SUSAN R. HUGHES, Treasurer
RICHARD N. LATZER, Director
JON C. STRAUSS, Director
GARY U. ROLLE, President & Chairman
SUSAN A. SILBERT, Vice President
PETER J. SODINI, Director
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INVESTMENT ADVISER
 
Transamerica Investment Services, Inc.
1150 S. Olive Street, 27th Floor
Los Angeles, CA 90015

TRANSFER AGENT
 
ChaseMellon Shareholder Services, L.L.C.
Overpeck Centre
85 Challenger Road
Ridgefield Park, NJ 07660
1-800-288-9541
 
For hearing and speech impaired (TDD)
1-800-231-5469
 
www.chasemellon.com

CUSTODIAN
 
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110

LISTED
 
New York Stock Exchange
Symbol: TAI
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Transamerica Income Shares, Inc. is a closed-end investment company which
invests primarily in debt securities. Its objective is to provide a high level
of current income.
 
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