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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1992
Commission file number 1-2964
TRANSAMERICA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-0932740
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
600 Montgomery Street
San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 983-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock--$1 Par Value New York Stock Exchange
Pacific Stock Exchange
Preference Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
Depositary shares representing an New York Stock Exchange
interest in Preferred Stock - Series D
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( )
Aggregate market value of Common Stock, $1 par value, held by nonaffil-
iates of the registrant as of the close of business at March 5, 1993:
$3,832,437,718.
Number of shares of Common Stock, $1 par value, outstanding as of the
close of business on March 5, 1993: 79,453,327.
Documents incorporated by reference:
Portions of the Transamerica Corporation 1992 Annual Report to
Shareholders are incorporated by reference into Parts I and II. With the
exception of those portions which are incorporated by reference, the Trans-
america Corporation 1992 Annual Report is not deemed filed as part of this
Report.
Portions of the Proxy Statement of Transamerica Corporation dated
March 18, 1993 are incorporated by reference into Part III. (A definitive
proxy statement has been filed with the Commission since the close of the
fiscal year.)
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Amendment No. 1
Transamerica Corporation hereby amends Item 14 of its Annual Report on
Form 10-K for the year ended December 31, 1992, as set forth below:
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) and (2) The response to this portion of Item 14 is submitted as a
separate section of this report.
(3) List of Exhibits:
EX-3(a) Transamerica Corporation Certificate of Incorporation,
as amended (Exhibit No. 3 of Item 601 of Regulation
S-K) (incorporated by reference to Exhibit 4.5 of the
Registrant's Registration Statement on Form S-3 (File
No. 33-43921) as filed with the Commission on
November 13, 1991 and to Exhibits 3 and 4 contained in
Form 8-A filed January 21, 1992, as amended by Form 8
filed January 27, 1992).
EX-3(b) Transamerica Corporation By-Laws, as amended (Exhibit
No. 3 of Item 601 of Regulation S-K) (incorporated by
reference to Exhibit 3 of the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1992).
EX-4.1 Stock Purchase Rights Agreement dated as of July 17,
1986 together with Amendment dated January 24, 1991
(incorporated by reference to Exhibit 4.1 of the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1991).
EX-4.2 *
EX-10.1 Form of Non-Qualified Stock Option Agreement under the
Registrant's 1971 and 1979 Non-Qualified Stock Option
Plan (incorporated by reference to Exhibit 10.4 of the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1988).
EX-10.2 Executive Benefit Plan for Transamerica Corporation and
Affiliates, as amended (incorporated by reference to
Exhibit EX-10.2 of the Registrant's Form SE dated
March 25, 1993).
_________
*Neither the Corporation nor its subsidiaries are
parties to any instrument with respect to long-term debt for
which securities authorized thereunder exceed 10% of the total
assets of the Corporation and its subsidiaries on a consolidated
basis. Copies of instruments with respect to long-term debt of
lesser amounts will be provided to the Commission upon request.
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EX-10.3 Consulting Agreement effective January 1, 1981, as
amended, between Transamerica Airlines, Inc. and Glenn
A. Cramer (incorporated by reference to Exhibit EX-10.3
of the Registrant's Form SE dated March 25, 1993).
EX-10.4 Form of Consulting Agreement dated November 30, 1992,
between Transamerica Corporation and James R. Harvey.
EX-10.5 1991 Bonus Plan (incorporated by reference to
Exhibit 10.6 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1990).
EX-10.6 1992 Bonus Plan (incorporated by reference to
Exhibit 10.6 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1991).
EX-10.7 1993 Bonus Plan.
EX-10.8 1985 Stock Option and Award Plan, as amended,
(including Amendments No. 1 through 5) (incorporated by
reference to Post-Effective Amendment No. 3 of the
Registrant's Registration Statement on Form S-8 (File
No. 33-26317) as filed with the Commission on March 30,
1990, and to Exhibit 10.11 of the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1990).
EX-10.9 Form of Non-Qualified Stock Option Agreement under the
Registrant's 1985 Stock Option and Award Plan
(incorporated by reference to Exhibit 10.8 of the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1991).
EX-10.10 Form of Incentive Stock Option Agreement under the
Registrant's 1985 Stock Option and Award Plan
(incorporated by reference to Exhibit 10.9 of the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1990).
EX-10.11 Form of Restricted Stock Award Agreement under the 1985
Stock Option and Award Plan (incorporated by reference
to Exhibit 4.3 of the Registrant's Registration
Statement on Form S-8 (File No. 33-26317) as filed with
the Commission on December 29, 1988).
EX-10.12 Form of Non-Qualified Stock Option Agreement for
Nonemployee Directors under the 1985 Stock Option and
Award Plan (incorporated by reference to Exhibit 10.13
of the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1989).
EX-10.13 Deferred Compensation Policy for Transamerica
Corporation and Affiliates effective January 1, 1987
(incorporated by reference to Exhibit 10.12 of the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1991).
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EX-10.14 Deferred Compensation Policy for Transamerica
Corporation and Affiliates effective January 1, 1988
(incorporated by reference to Exhibit EX-10.14 of the
Registrant's Form SE dated March 25, 1993).
EX-10.15 Deferred Compensation Policy for Transamerica
Corporation and Affiliates effective January 1, 1989
(incorporated by reference to Exhibit 10.17 of the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1989).
EX-10.16 Deferred Compensation Policy for Transamerica
Corporation and Affiliates effective January 1, 1990
(incorporated by reference to Exhibit 10.18 of the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1989).
EX-10.17 Deferred Compensation Policy for Transamerica
Corporation and Affiliates effective July 1, 1992.
EX-10.18 Form of Director Election to Defer 1993 Compensation.
EX-10.19 Form of Executive Election to Defer 1993 Salary.
EX-10.20 1971 Non-Qualified Stock Option Plan of Transamerica
Corporation, as amended (including Amendment Nos. 1 and
2) (incorporated by reference to Exhibit EX-10.20 of
the Registrant's Form SE dated March 25, 1993).
EX-10.21 1979 Stock Option Plan of Transamerica Corporation, as
amended (including Amendment Nos. 1 and 2)
(incorporated by reference to Exhibit EX-10.21 of the
Registrant's Form SE dated March 25, 1993).
EX-10.22 Form of Termination Agreement between Transamerica
Corporation and certain of its executive officers
(incorporated by reference to Exhibit 10.23 of the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1989).
EX-10.23 Form of Termination Agreement between Transamerica
Corporation and certain executive officers of certain
of its subsidiaries (incorporated by reference to
Exhibit 10.24 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1989).
EX-10.24 Public Offering Agreement (and Exhibits thereto) dated
January 28, 1993 by and among the Registrant, TIG
Holdings, Inc., and Jon W. Rotenstreich (incorporated
by reference to Exhibits 10.1, 10.2, 10.3, 10.4, 10.5
and 10.6 of the Registration Statement on Form S-1
(File No. 33-58122) as filed with the Commission on
February 10, 1993).
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EX-10.25 Separation Agreement (and Exhibits thereto) dated
January 28, 1993 by and among the Registrant, TIG
Holdings, Inc., and Transamerica Insurance Group
(incorporated by reference to Exhibits 3.3, 3.4 and
10.2 of the Registration Statement on Form S-1 (File
No. 33-58122) as filed with the Commission on February
10, 1993).
EX-10.26 Reinsurance Agreement dated December 31, 1992 by and
between ARC Reinsurance Corporation and Transamerica
Insurance Company, as amended (incorporated by
reference to Exhibit EX-10.26 of the Registrant's Form
SE dated March 25, 1993).
EX-10.27 Letter dated December 31, 1992 from the Registrant to
Transamerica Insurance Company regarding ARC
Reinsurance Corporation (incorporated by reference to
Exhibit EX-10.27 of the Registrant's Form SE dated
March 25, 1993).
EX-11 Statement Re: Computation of Per Share Earnings.
EX-12 Ratio of Earnings to Fixed Charges Calculation.
EX-13 Transamerica Corporation 1992 Annual Report
(incorporated by reference to Exhibit EX-13 to the
Registrant's Form SE dated March 25, 1993).
EX-21 List of Subsidiaries of Transamerica Corporation
(Exhibit No. 22 of Item 601 of Regulation S-K).
EX-23 Consent of Ernst & Young to the incorporation by
reference of their report dated February 23, 1993 in
the Registrant's Registration Statements on Form S-8
(File Nos. 2-80934, 2-83724, 33-3722, 33-12324,
33-13389, 33-18911, 33-26317, 33-38267 and 33-43927)
and on Form S-3 (File Nos. 33-32419, 33-37889 and
33-41008) (Exhibit No. 24 of Item 601 of Regulation
S-K).
EX-23.1 Consent of Coopers & Lybrand to the incorporation by
reference of their report dated 23 February 1993 on the
consolidated financial statements of Sedgwick Group plc
in the Registrant's Registration Statements on Form S-8
(File Nos. 2-80934, 2-83724, 33-3722, 33-12324,
33-13389, 33-18911, 33-26317, 33-38267 and 33-43927)
and on Form S-3 (File Nos. 33-32419, 33-37889 and
33-41008) and related Prospectuses.
EX-24 Powers of Attorney executed by the directors of the
Registrant (Exhibit No. 25 of Item 601 of Regulation
S-K) (incorporated by reference to Exhibit EX-24 of the
Registrant's Form SE dated March 25, 1993).
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EX-28 Information from reports furnished to state insurance
regulatory authorities for the year ended December 31,
1992 (Exhibit No. 29 of Item 601 of Regulation S-K)
(incorporated by reference to Exhibit EX-28 of the
Registrant's Form SE dated March 25, 1993).
Exhibits will be furnished to shareholders of the
Corporation upon written request and, with the exception of
Exhibit EX-13, upon payment of a fee of 30 cents per page, which
fee covers the Corporation's reasonable expenses in furnishing
such exhibits.
(b) Reports on Form 8-K filed in the fourth quarter of 1992: During
the quarter ended December 31, 1992, the Registrant filed a Report on
Form 8-K, dated November 19, 1992, announcing that it had reached an agreement
in principle to sell a majority interest in its property and casualty
insurance subsidiary, Transamerica Insurance Group, to the public through a
proposed initial public offering. The new company will be headed by Jon W.
Rotenstreich, former president of Torchmark Corporation.
(c) Exhibits: Certain of the exhibits listed in Item (a)(3) above
have been submitted under separate filings, as indicated.
(d) Financial Statement Schedules: The response to this portion of
Item 14 is submitted as a separate section of this report.
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ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(1) and (2) and ITEM 14(d)
LIST OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
and
FINANCIAL STATEMENT SCHEDULES
Year Ended December 31, 1992
TRANSAMERICA CORPORATION AND SUBSIDIARIES
SAN FRANCISCO, CALIFORNIA
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FORM 10-K--ITEM 14(a)(1) AND (2)
TRANSAMERICA CORPORATION AND SUBSIDIARIES
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
Financial Statements:
The following consolidated financial statements of Transamerica Corpora-
tion and subsidiaries, included in the Transamerica Corporation 1992 Annual
Report, are incorporated by reference in Item 8:
Consolidated Balance Sheet--December 31, 1992 and 1991
Consolidated Statement of Income--Years ended December 31, 1992,
1991 and 1990
Consolidated Statement of Cash Flows--Years ended December 31, 1992,
1991 and 1990
Consolidated Statement of Shareholders' Equity--Years ended
December 31, 1992, 1991 and 1990
Notes to Financial Statements--December 31, 1992
Financial Statement Schedules:
The following consolidated financial statement schedules of Transamerica
Corporation and subsidiaries are included in Item 14(d).
I--Summary of Investments Other Than Investments in Related
Parties--December 31, 1992
III--Condensed Financial Information of Registrant--December 31,
1992 and 1991, and years ended December 31, 1992, 1991 and
1990
V--Supplementary Insurance Information--Years ended December 31,
1992, 1991 and 1990
VI--Reinsurance--Years ended December 31, 1992, 1991 and 1990
VIII--Valuation and Qualifying Accounts--Years ended December 31,
1992, 1991 and 1990
IX--Short-Term Borrowings--Years ended December 31, 1992, 1991 and
1990
X--Supplementary Income Statement Information--Years ended
December 31, 1992, 1991 and 1990
XIV--Supplemental Information Concerning Property-Casualty
Insurance Operations
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The following auditors' report is included in Item 14(d):
Report of Coopers & Lybrand dated 23 February 1993 on the
consolidated financial statements of Sedgwick Group plc for the year
ended 31 December 1992.
All other schedules provided for in the applicable accounting regulation
of the Securities and Exchange Commission pertain to items which do not appear
in the financial statements of Transamerica Corporation and subsidiaries or to
items which are not significant or to items as to which the required
disclosures have been made elsewhere in the financial statements and
supplementary notes, and such schedules have therefore been omitted.
Signature
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
TRANSAMERICA CORPORATION
Registrant
Burton E. Broome
Vice President and Controller
Date: September 2, 1994
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REPORT OF THE AUDITOR
To the members of Sedgwick Group plc
We have audited the financial statements of Sedgwick Group plc for the year
ended 31 December 1992 in accordance with Auditing Standards.
In our opinion, the financial statements give a true and fair view of the
state of affairs of the company and of the group at 31 December 1992, and of
the profit, total recognised gains and losses and cash flow of the group for
the year then ended and have been properly prepared in accordance with the
Companies Act 1985.
Coopers & Lybrand
Chartered Accountants and Registered Auditor
Plumtree Court
London EC4A 4HT
23 February 1993