As filed with the Securities and Exchange Commission on March 25, 1997
Registration No. 333-___________
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 Identification No.)
incorporation or organization)
600 MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94111
(Address of Principal Executive Offices)
TRANSAMERICA CORPORATION 1996 STOCK OPTION AND AWARD PLAN
(Full Title of the Plan)
Shirley H. Buccieri, Esq.
Senior Vice President, General Counsel and Secretary
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) 983-4187
Copies to:
John E. Aguirre, Esq.
Orrick, Herrington & Sutcliffe
400 Sansome Street
San Francisco, CA 94111
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Share (1) Price (1) Fee (1)
Common Stock 4,000,000 $90.1875 $360,750,000 $109,318.19
shares
(1) Estimated solely for the purpose of calculating the registration fee on the
basis of $90.1875 per share, the average of the high and low prices of the
Common Stock as reported by the New York Stock Exchange on March 24, 1997.
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") 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 its directors and officers in certain
cases. Indemnification shall be provided when a person is made a party or is
threatened 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 or officer
of the Corporation serving at the request of the Corporation as a director,
officer, employee or agent of
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another enterprise; 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 an action, suit or proceeding (or part
thereof) initiated by 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 attorney's 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 interests 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 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
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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 presently outstanding 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 Transamerica Corporation Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 4.5 of the Registrant's Registration
Statement on Form S-3 (Commission File No. 33-43921), and to Exhibits 3 and
4 of the Registrant's Form 8-A filed January 21, 1992, as amended by Form 8
filed January 27, 1992).
4.2 Transamerica Corporation By-Laws, as amended (incorporated by reference to
Exhibit 3.(ii) of the Registrant's Annual Report on Form 10-K (Commission
File No. 1-2964) for the year ended December 31, 1995).
4.3 Transamerica Corporation 1996 Stock Option and Award Plan (the "Plan").
4.4 Form of Nonqualified Stock Option Agreement under the Plan.
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4.5 Form of Nonqualified Stock Option Agreement granted with Tandem Limited
Stock Appreciation Right under the Plan.
4.6 Form of Tandem Limited Stock Appreciation Right under the Plan.
5.1 Opinion of Orrick, Herrington & Sutcliffe.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe (contained in Exhibit 5.1 to this
Registration Statement).
24.1 Powers of Attorney.
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 of 1933;
(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 Securities Exchange Act of 1934
that are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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; and
5
(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 of 1933 each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 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 March 24, 1997.
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: President and
Chief Executive
Officer
/s/ Frank C. Herringer March 24, 1997
- --------------------------------
Frank C. Herringer
Principal Financial Officer: Executive Vice
President and
Chief Financial
/s/ Edgar H. Grubb Officer
- -------------------------------- March 24, 1997
Edgar H. Grubb
Principal Accounting Officer: Vice President
and Controller
/s/ Burton E. Broome
- -------------------------------- March 24, 1997
Burton E. Broome
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Directors:
- --------------------------
Samuel L. Ginn Director March __, 1997
/s/ Frank C. Herringer
- -----------------------------
Frank C. Herringer Director March 24, 1997
/s/ Robert W. Matschullat
- ----------------------------
Robert W. Matschullat Director March 24, 1997
/s/ Gordon E. Moore
- ----------------------------
Gordon E. Moore Director March 24, 1997
/s/ Toni Rembe
- ----------------------------
Toni Rembe Director March 24, 1997
/s/ Condoleezza Rice
- ----------------------------
Condoleezza Rice Director March 24, 1997
/s/ Charles R. Schwab
- ----------------------------
Charles R. Schwab Director March 24, 1997
/s/ Forrest N. Shumway
- ----------------------------
Forrest N. Shumway Director March 24, 1997
/s/ Peter V. Ueberroth
- ----------------------------
Peter V. Ueberroth Director March 24, 1997
*By: /s/ Robert D. Myers
-------------------------
Robert D. Myers
Attorney-in-Fact
A majority of the members of the Board of Directors.
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EXHIBIT INDEX
4.1 Transamerica Corporation Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 4.5 of the Registrant's Registration
Statement on Form S-3 (Commission File No. 33-43921), and to Exhibits 3 and
4 of the Registrant's Form 8-A filed January 21, 1992, as amended by Form 8
filed January 27, 1992).
4.2 Transamerica Corporation By-Laws, as amended (incorporated by reference to
Exhibit 3.(ii) of the Registrant's Annual Report on Form 10-K (Commission
File No. 1-2964) for the year ended December 31, 1995).
4.3 Transamerica Corporation 1996 Stock Option and Award Plan (the "Plan").
4.4 Form of Nonqualified Stock Option Agreement under the Plan.
4.5 Form of Nonqualified Stock Option Agreement granted with Tandem Limited
Stock Appreciation Right under the Plan.
4.6 Form of Tandem Limited Stock Appreciation Right under the Plan.
5.1 Opinion of Orrick, Herrington & Sutcliffe.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe (contained in Exhibit 5.1 to this
Registration Statement).
24.1 Powers of Attorney.