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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
TRANSAMERICA CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 94-0932740
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94111
(Address of Principal Executive Offices)
TRANSAMERICA CORPORATION EMPLOYEES STOCK SAVINGS PLAN
(Full Title of the Plan)
Christopher M. McLain
Senior Vice President and General Counsel
Transamerica Corporation
600 Montgomery Street, San Francisco, California 94111
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(415) 983-4000
Copies to:
John E. Aguirre
Orrick, Herrington & Sutcliffe
Old Federal Reserve Bank Building
400 Sansome Street
San Francisco, CA 94111
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee (1)
Common Stock(2) 1,400,000 $51.75 $72,450,000.00 $24,983.00
shares
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(1) Estimated solely for the purpose of calculating the
registration fee on the basis of $51.75 per share, the average of
the high and low prices reported for the Common Stock on
September 19, 1994, as reported by the NYSE.
(2) Associated with the Common Stock are Preference Stock
Purchase Rights which will not be exercisable or be evidenced
separately from the Common Stock prior to the occurrence of
certain events. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this Registration Statement also covers
an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
Registration Statement: (i) Transamerica Corporation's (the
"Corporation") and the Transamerica Corporation Employees Stock
Savings Plan's (the "Plan") latest annual report filed pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"); (ii) all other reports filed by the
Corporation pursuant to Sections 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the Corporation's
latest annual report; and (iii) the description of the
Corporation's common stock contained in the Corporation's
Registration Statement on Form 8-A, as it may have been amended
from time to time. All documents filed by the Corporation or the
Plan after the date of this registration statement pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As authorized by Section 145 of the Delaware Corporation Law, the
Corporation's Certificate of Incorporation eliminates the
personal liability of its directors to the Corporation or its
stockholders for monetary damages for any breach of fiduciary
duty as a director, except for: (i) any breach of the duty of
loyalty to the Corporation or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) liability under
Section 174 of the Delaware General Corporation Law (involving
certain unlawful dividends or stock repurchases) or (iv) any
transaction from which the director derived an improper personal
benefit.
As authorized by Section 145 of the Delaware Corporation Law, the
Corporation's By-Laws provide for indemnification of directors,
officers, employees and agents in certain cases. Indemnification
shall be provided when a person is made a party or is threatened
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to be made a party to any proceeding by reason of the fact that
he or she is or was a director or officer of the Corporation or a
director, officer, employee or agent of another enterprise,
serving as such at the request of the Corporation; provided,
however, that no indemnification shall be provided to any such
person if a judgment or other final adjudication adverse to the
director or officer establishes that the director or officer did
not act in good faith and in a manner reasonably believed by him
or her to be in, or not opposed to, the best interests of the
Corporation or, with respect to any criminal proceeding, had
reasonable cause to believe that his or her conduct was unlawful;
and provided, further, that, except as to actions to enforce
indemnification rights, the Corporation shall indemnify any such
person seeking indemnification in connection with any action,
suit or proceeding (or part thereof) initiated against any such
person only if the action, suit or proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation.
When indemnification is required, the director or officer shall
be indemnified for losses, liabilities and expenses (including
attorneys' fees, judgments, fines and amounts paid in settlement)
actually and reasonably incurred by him or her in connection
therewith.
If such proceeding is brought by or on behalf of the Corporation,
such person shall be indemnified against expenses actually and
reasonably incurred if he or she acted in good faith and in a
manner reasonably believed by him or her to be in, or not opposed
to, the best interest of the Corporation. There can be no
indemnification with respect to any matter as to which such
person is adjudged to be liable to the Corporation; however, a
court may, even in such case, allow indemnification to such
person for such expenses as the court deems proper.
The Corporation's By-Laws provide that, notwithstanding the
foregoing, where such person is successful in any such
proceeding, he or she is entitled to be indemnified against
expenses actually and reasonably incurred by him or her. In all
other cases, he or she is entitled to be indemnified against
expenses actually and reasonably incurred by him or her unless
the Corporation has determined that indemnification of such
person is not proper because he or she has not met the applicable
standard of conduct.
In addition to the above, the Corporation has entered into
Indemnification Agreements (the "Indemnification Agreements")
with each of its directors. The Indemnification Agreements
provide directors with generally the same indemnification by the
Corporation as is set forth in the immediately preceding
paragraphs except that the Indemnification Agreements differ from
the By-Laws in the following significant respects: (1) following
a change in control (as defined) of the Corporation, approval by
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the Board of Directors of the Corporation of a claim initiated by
a director is not required as a condition to such person's
indemnification rights; and (2) no indemnification shall be
provided to a director if a final adjudication or judgment
adverse to such person establishes that such person did not meet
the required standard of care and such person's actions were
material to the cause of action adjudicated or, with respect to
an action brought by or in the right of the Corporation, that
such person committed an act for which personal liability has not
been eliminated under the Corporation's Certificate of
Incorporation.
The Indemnification Agreements also provide for (i) arbitration
of indemnification claims after a change in control of the
Corporation, (ii) if a potential change in control or a change in
control occurs, the establishment of a trust for the benefit of
an indemnitee of reasonably anticipated indemnification amounts,
and (iii) if the indemnification provided in the Indemnification
Agreements is not available, contribution by the Corporation
based on the relative benefits to the Corporation and the
indemnitee and the relative fault of the Corporation and the
indemnitee.
There is directors and officers liability insurance currently in
force which insures directors and officers of the Corporation.
The policy covers losses for which the Corporation shall be
required or permitted by law to indemnify directors and officers
and which result from claims made against such directors or
officers based upon the commission of wrongful acts in the
performance of their duties. The policy also covers losses which
the directors or officers must pay as the result of claims
brought against them based upon the commission of wrongful acts
in the performance of their duties and for which they are not
indemnified by the Corporation. The losses covered by the policy
are subject to certain exclusions and do not include fines or
penalties imposed by law or other matters deemed uninsurable
under the law. The policy contains certain deductible
provisions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
4.1 The Transamerica Corporation Employees Stock Savings Plan,
January 1, 1993 Amendment and Restatement, as amended by
Amendment No. 1.
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5.1 Undertaking re Status of Favorable Determination Letter
Covering the Plan.
The Company hereby undertakes to submit the Employees
Stock Savings Plan (the "Plan") and any future amendment or
amendments thereto to the Internal Revenue Service (the "IRS")
and will make all changes required by the IRS in order to receive
a favorable determination letter from the IRS concerning the
Plan's qualification under Section 401(a) and related provisions
of the Internal Revenue Code of 1986, as amended.
23.1 Consent of Independent Auditors.
23.2 Consent of Independent Auditors.
24.1 Power of Attorney of Directors.
24.2 Power of Attorney of Plan Administration Committee.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
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the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Exchange Act that is incorporated
by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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Signatures
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco,
State of California on the 22nd day of September, 1994.
TRANSAMERICA CORPORATION
(Registrant)
/s/ Burton E. Broome
Burton E. Broome
Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Principal
Executive Officer:
/s/ Frank C. Herringer
Frank C. Herringer President and Chief September 22, 1994
Executive Officer
Principal
Financial Officer:
/s/ Edgar H. Grubb
Edgar H. Grubb Executive Vice President September 22, 1994
and Chief Financial Officer
Principal
Accounting Officer:
/s/ Burton E. Broome
Burton E. Broome Vice President and September 22, 1994
Controller
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Directors:
*/s/ Myron Du Bain
Myron Du Bain Director September 22, 1994
*/s/ Sam Ginn
Sam Ginn Director September 22, 1994
*/s/ James R. Harvey
James R. Harvey Director September 22, 1994
*/s/ Frank C. Herringer
Frank C. Herringer Director September 22, 1994
*/s/ Gordon E. Moore
Gordon E. Moore Director September 22, 1994
*/s/ Raymond F. O'Brien
Raymond F. O'Brien Director September 22, 1994
*/s/ Condoleezza Rice
Condoleezza Rice Director September 22, 1994
*/s/ Charles R. Schwab
Charles R. Schwab Director September 22, 1994
*/s/ Forrest N. Shumway
Forrest N. Shumway Director September 22, 1994
*/s/ Peter V. Ueberroth
Peter V. Ueberroth Director September 22, 1994
*By: /s/ Burton E. Broome
Burton E. Broome
Attorney-in-Fact
A majority of the members of the Board of Directors.
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THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of San
Francisco, State of California, on the 22nd day of September, 1994.
Signature Title Date
*/s/ Burton E. Broome Administration September 22, 1994
Burton E. Broome Committee Member
*/s/ Diane O. Berry Administration September 22, 1994
Diane O. Berry Committee Member
*/s/ Margaret Gage Administration September 22, 1994
Margaret Gage Committee Member
*/s/ Richard H. Finn Administration September 22, 1994
Richard H. Finn Committee Member
*/s/ Edgar H. Grubb Administration September 22, 1994
Edgar H. Grubb Committee Member
*/s/ Rona I. King Administration September 22, 1994
Rona I. King Committee Member
*/s/ Ruth Ellen Saarinen Administration September 22, 1994
Ruth Ellen Saarinen Committee Member
*By: /s/ Burton E. Broome
Burton E. Broome
Attorney-in-Fact
A majority of the members of the Administration Committee.
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EXHIBIT INDEX
4.1 Transamerica Corporation Employees Stock Savings Plan,
January 1, 1993 Amendment and Restatement, as amended by
Amendment No. 1.
5.1 Undertaking re Status of Favorable Determination Letter
Covering the Plan (see Item 8 of this Registration
Statement).
23.1 Consent of Independent Auditors.
23.2 Consent of Independent Auditors.
24.1 Power of Attorney of Directors.
24.2 Power of Attorney of Plan Administration Committee.