-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, PUM9hldLDMnjdsERPr8OK9n7V7pgYXTQee7HWjXKQpuyzoVGZhH+RIvWC8tYl5CP qEX5pxp7l6kIhyaYa/f3Rg== 0000898822-94-000098.txt : 19941128 0000898822-94-000098.hdr.sgml : 19941128 ACCESSION NUMBER: 0000898822-94-000098 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19941123 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSAMERICA CORP CENTRAL INDEX KEY: 0000099189 STANDARD INDUSTRIAL CLASSIFICATION: 6199 IRS NUMBER: 940932740 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30191 FILM NUMBER: 94561704 BUSINESS ADDRESS: STREET 1: 600 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4159834000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSAMERICA CORP CENTRAL INDEX KEY: 0000099189 STANDARD INDUSTRIAL CLASSIFICATION: 6199 IRS NUMBER: 940932740 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 600 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4159834000 SC 13E4/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 (FINAL AMENDMENT) TO SCHEDULE 13E-4 Issuer Tender Offer Statement (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) TRANSAMERICA CORPORATION (Name of Issuer and Person Filing Statement) 8.50% PREFERRED STOCK, SERIES D (Title of Class of Securities) 89348587 (CUSIP Number of Class of Securities) Christopher M. McLain Transamerica Corporation 600 Montgomery Street San Francisco, California 94111 (415) 983-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing Statement) Copy to: Daniel A. Neff, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 October 14, 1994 (Date Tender Offer First Published, Sent or Given to Security Holders) Transaction Value* | Amount of Filing Fee* $166,400,000 | $33,280 * Determined pursuant to Rule 0-11(b)(1). Assumes the purchase of 6,400,000 Depositary Shares each representing a one-twentieth interest in a share of 8.50% Preferred Stock, Series D Shares at $26.00 per Depositary Share. /X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $33,280 Form or Registration No.: Schedule 13E-4 Filing Party: Transamerica Corporation Date Filed: October 14, 1994 This Final Amendment amends and supplements the Is- suer Tender Offer Statement on Schedule 13E-4 originally filed on October 14, 1994, as amended by Amendment No. 1 filed on October 19, 1994 and Amendment No. 2 filed on October 31, 1994, relating to the offer by Transamerica Corporation, a Delaware Corporation (the "Company"), to purchase up to 6,400,000 de- positary shares (the "Shares") each representing a one-twen- tieth interest in a share of its 8.50% Preferred Stock, Series D, $100 par value, $500 liquidation value, at $26.00 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 14, 1994 (the "Offer to Pur- chase"), and the related Letter of Transmittal (which together constitute the "Offer"). Item 8. Additional Information Item 8(e) is amended by adding the following para- graph: The Offer expired at 12:00 midnight, New York City time, on Monday, November 14, 1994. The Company accepted for payment 4,368,608 Shares at a purchase price of $26.00 per Share. The Company announced the final results of the Offer in a press release dated November 23, 1994, which is attached hereto as Exhibit (a)(10), and incorporated herein by reference. Item 9. Material to be Filed as Exhibits Item 9 is amended by adding the following exhibit: (a)(10) Text of press release dated November 23, 1994. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. TRANSAMERICA CORPORATION November 23, 1994 By: /s/ Robert R. Lindberg Robert R. Lindberg Vice President and Treasurer INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION (a) (10) Form of Press Release, dated November 23, 1994. EX-99.(A)(10) 2 Exhibit (a)(10) Contacts: Press -- William H. McClave (415) 983-4087 Investment Community -- Dennis W. Markus (415) 983-5503 TRANSAMERICA ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER San Francisco, California, November 23, 1994 -- Transamerica Corporation today announced that, based on the final report by First Chicago Trust Company of New York, the depositary for the Company's tender offer, 4,368,608 depositary shares repre- senting interests in its 8.50% Preferred Stock, Series D, were properly tendered and purchased at a price of $26 per depositary share in accordance with the terms of the Company's tender offer to purchase up to 6.4 million depositary shares. The tender offer expired as scheduled at 5:00 p.m., Monday, November 14, 1994. After the purchase of the depositary shares, the Company has 3,631,392 depositary shares outstanding. * * * -----END PRIVACY-ENHANCED MESSAGE-----